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For -the avoidance of doubt, this paragraph does not form part of the -public licenses. - -Creative Commons may be contacted at creativecommons.org. diff --git a/contract-nli/README.md b/contract-nli/README.md deleted file mode 100644 index 28d6bc7969e75e54968d8f84fa2dfa1a0f8a88b2..0000000000000000000000000000000000000000 --- a/contract-nli/README.md +++ /dev/null @@ -1,111 +0,0 @@ -# ContractNLI: A Dataset for Document-level Natural Language Inference for Contracts - -ContractNLI is a dataset for document-level natural language inference (NLI) on contracts whose goal is to automate/support a time-consuming procedure of contract review. -In this task, a system is given a set of hypotheses (such as "Some obligations of Agreement may survive termination.") and a contract, and it is asked to classify whether each hypothesis is _entailed by_, _contradicting to_ or _not mentioned by_ (neutral to) the contract as well as identifying _evidence_ for the decision as spans in the contract. - -ContractNLI is the first dataset to utilize NLI for contracts and is also the largest corpus of annotated contracts (as of September 2021). -ContractNLI is an interesting challenge to work on from a machine learning perspective (the label distribution is imbalanced and it is naturally multi-task, all the while training data being scarce) and from a linguistic perspective (linguistic characteristics of contracts, particularly negations by exceptions, make the problem difficult). - -Details of ContractNLI can be found in our paper that was published in "Findings of EMNLP 2021". -If you have a question regarding our dataset, you can contact us by emailing koreeda@stanford.edu or by creating an issue in this repository. - -## Dataset specification - -More formally, the task consists of: -* **Natural language inference (NLI)**: Document-level three-class classification (one of `Entailment`, `Contradiction` or `NotMentioned`). -* **Evidence identification**: Multi-label binary classification over _span_s, where a _span_ is a sentence or a list item within a sentence. This is only defined when NLI label is either `Entailment` or `Contradiction`. Evidence spans need not be contiguous but need to be comprehensively identified where they are redundant. - -We have 17 hypotheses annotated on 607 non-disclosure agreements (NDAs). -The hypotheses are fixed throughout all the contracts including the test dataset. - -Our dataset is provided as JSON files. - -```json -{ - "documents": [ - { - "id": 1, - "file_name": "example.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (\"Agreement\") is entered into this ...", - "document_type": "search-pdf", - "url": "https://examplecontract.com/example.pdf", - "spans": [ - [0, 24], - [25, 89], - ... - ], - "annotation_sets": [ - { - "annotations": { - "nda-1": { - "choice": "Entailment", - "spans": [ - 12, - 13, - 91 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - ... - } - } - ] - }, - ... - ], - "labels": { - "nda-1": { - "short_description": "Explicit identification", - "hypothesis": "All Confidential Information shall be expressly identified by the Disclosing Party." - }, - ... - } -} -``` - -The core information in our dataset is: -* `text`: The full document text -* `spans`: List of spans as pairs of the start and end character indices. -* `annotation_sets`: It is provided as a list to accommodate multiple annotations per document. Since we only have a single annotation for each document, you may safely access the appropriate annotation by `document['annotation_sets'][0]['annotations']`. -* `annotations`: Each key represents a hypothesis key. `choice` is either `Entailment`, `Contradiction` or `NotMentioned`. `spans` is given as indices of `spans` above. `spans` is empty when `choice` is `NotMentioned`. -* `labels`: Each key represents a hypothesis key. `hypothesis` is the hypothesis text that should be used in NLI. - -The JSON file comes with supplemental information. Users may simply ignore the information if you are only interested in developing machine learning systems. -* `id`: A unique ID throughout train, development and test datasets. -* `file_name`: The filename of the original document in the dataset zip file. -* `document_type`: One of `search-pdf` (a PDF from a search engine), `sec-text` (a text file from SEC filing) or `sec-html` (an HTML file from SEC filing). -* `url`: The URL that we obtained the document from. - - -## Baseline system - -In our paper, we introduced Span NLI BERT, a strong baseline for our task. -It (1) makes the problem of evidence identification easier by modeling the problem as multi-label classification over spans instead of trying to predict the start and end tokens, and (b) introduces more sophisticated context segmentation to deal with long documents. -We showed in our paper that Span NLI BERT significantly outperforms the existing models. - -You can find the implementation of Span NLI BERT in [another repository](https://github.com/stanfordnlp/contract-nli-bert). - -## License - -Our dataset is released under CC BY 4.0. -Please refer attached "[LICENSE](./LICENSE)" or https://creativecommons.org/licenses/by/4.0/ for the exact terms. - -When you use our dataset in your work, please cite our paper: - -```bibtex -@inproceedings{koreeda-manning-2021-contractnli, - title = "ContractNLI: A Dataset for Document-level Natural Language Inference for Contracts", - author = "Koreeda, Yuta and - Manning, Christopher D.", - booktitle = "Findings of the Association for Computational Linguistics: EMNLP 2021", - year = "2021", - publisher = "Association for Computational Linguistics" -} -``` - -## Changelog and release note - -* 10/5/2021: Initial release diff --git a/contract-nli/TERMS b/contract-nli/TERMS deleted file mode 100644 index b298d2191f5be51073dead2d7a5acffa1b1ecf2f..0000000000000000000000000000000000000000 --- a/contract-nli/TERMS +++ /dev/null @@ -1,34 +0,0 @@ -Terms and Conditions of Use - -By accessing, reviewing, downloading or otherwise making use of the Hitachi America, Ltd. dataset, entitled “ContractNLI: A Dataset for Document-level Natural Language Inference for Contracts” (the “Dataset”), or any portion thereof, you are agreeing to these Terms and Conditions of Use. - -If you do not agree to these Terms and Conditions of Use in their entirety, please do not access, review, download or otherwise make use of the Dataset. - -The Dataset is being made available to you pursuant to, and you understand and agree that you will have the rights to access, review, download or otherwise make use of the Dataset, in accordance with the terms and conditions of the Creative Commons Attribution 4.0 International Public License. - -THIRD PARTY WEBSITES, PLATFORMS AND NETWORKS: To the extent the Dataset contains any links to third party websites, social media platforms or other Internet-based networks, you understand and agree that Hitachi America, Ltd. does not own, operate, control or endorse such third party websites, platforms or networks. Accordingly, these Terms and Conditions do not apply to any such third party websites, platforms or networks or govern such third parties’ collection, use, storage, disclosure, or other processing of your personal information. Such third party websites, platforms or networks will be subject to their own terms and conditions of use and privacy policies. - -NOTICES OF COPYRIGHT INFRINGEMENT: In the event you believe that the Dataset incorporates any of your work or materials in a way that may constitute infringement of your copyright or any other intellectual property right, Hitachi America, Ltd. will take appropriate actions in response to your notification thereof. - -Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement must be a written communication addressed to the designated agent as set forth below (the “Notice“), and must include substantially all of the following: - -(a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed; - -(b) a description of the copyrighted work or works that you claim have been infringed (“infringed work”) and identification of what material in such work(s) is claimed to be infringing (“infringing work”) and which you request to be removed or access to which is to be disabled; - -(c) a description of the exact name of the infringing work that is being used in the Dataset (and the location of the infringing work, if it appears in the Dataset); - -(d) information sufficient to permit Hitachi America, Ltd. to contact you, such as your physical address, telephone number, and email address; - -(e) a statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; - -(f) a statement by you that the information in your Notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner’s behalf. - -To reach Hitachi America, Ltd.’s Copyright Agent for Notice of claims of copyright infringement: - -Hitachi America, Ltd. -2535 Augustine Drive, Third Floor -Santa Clara, California 95054 -Attn.: Legal Dept. - -The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Dataset. The Copyright Agent will not respond to any other inquiries. diff --git a/contract-nli/contract nli in txt/ 064-19 Non Disclosure Agreement 2019.txt b/contract-nli/contract nli in txt/ 064-19 Non Disclosure Agreement 2019.txt deleted file mode 100644 index d9b7d7db6a3a041daed5eee98d22a9cf9de7f29e..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/ 064-19 Non Disclosure Agreement 2019.txt +++ /dev/null @@ -1,334 +0,0 @@ -Revised January 29th, 2019 - -1 - -NON-DISCLOSURE AGREEMENT -Required Xnder JEA¶V Confidential Information Protection Program - -THIS NON-DISCLOSURE AGREEMENT ("AgUeePeQW´) iV eQWeUed iQWR WhiV ______day of -__________ by and between JEA, located at 21 West Church Street, Jacksonville, Florida 32202 (the -³Discloser´), aQd ____________________________________________________________ with an address -at ______________________________________________ (Whe ³Recipient´) (hereafter Discloser and -Recipient shall be referred to as the PARTIES}. -WHEREAS, -the -Recipient -desires -to -work -with -the -discloser -and/or -view -______________________________________________________________________documents regarding -____________________________________ (the ³Transaction´); and -WHEREAS, the discloser is required by its internal policies, state and federal laws, rules, regulations -or standards to ensure that sensitive and confidential information is protected and not disclosed to the public; - -WHEREAS, the Parties have entered into a transaction related to the _______________________. -The terms of those agreements are incorporated herein. - -JEA & Florida State Sunshine Application ± JEA is a publicly owned utility and all official -information sharing is governed by Florida Sunshine Laws. The Florida Sunshine law is a series of laws -designed to guarantee that the public has access to the public records of governmental bodies in Florida. -However, as per the Florida Sunshine Law, certain information that could impact safe and secure operation is -exempt which includes information classified and protected under federal regulatory standards such as -NERC CIP, HIPAA, FCRA, and FACTA. Section 119.0713(4)(a), 5(a), F.S. govern any local government -agency exemptions from inspection or copying of public records and exempts certain information including -Security measures, systems, or procedures from public disclosure including ± -I. Information related to the security of the technology, processes, or practices of a utility owned or -operated by a unit of local government that are designed tR SURWecW Whe XWiliW\¶V QeWZRUkV, -computers, programs, and data from attack, damage, or unauthorized access, which information, if -disclosed, would facilitate the alteration, disclosure, or destruction of such data or information -technology resources. -II. Information related to the security of existing or proposed information technology systems or -industrial control technology systems of a utility owned or operated by a unit of local government, -which, if disclosed, would facilitate unauthorized access to, and alteration or destruction of, such -systems in a manner that would adversely impact the safe and reliable operation of the systems -and the utility. -III. ReVXlWV Rf SeUiRdic iQWeUQal aXdiWV aQd eYalXaWiRQV Rf Whe VecXUiW\ SURgUaP fRU aQ ageQc\¶V daWa -and information technology resources are confidential and exempt. - -This agreement applies to disclosure of the protected information that is exempt from Florida -Sunshine Law disclosure and in no shape or manner would this agreement supersede the provisions of -Florida Sunshine Law. - -NOW THEREFORE, in consideration of moving forward with the Transaction, the Recipient and the -Revised January 29th, 2019 - -2 - -Discloser agrees as follows: - -1. -Definition of Confidential Information. -FRU SXUSRVeV Rf WhiV AgUeePeQW, ³Confidential Information´ PeaQV aQ\ data or information that is -proprietary to the Parties and not generally known to the public, whether in tangible or intangible form, -whenever and however disclosed, including but not limited to: -a. the documents described in the Whereas clause above; -b. Critical Infrastructure Information (CII) or Bulk Electric System Information -(BCSI) or Security Sensitive Information (SSI) classified by JEA -c. Protected Health Information in both physical and electronic form (PHI and ePHI) -d. Personal Identifiable Information (PII) -e. any protected, non-public information concerning the design or operation of present -or future critical infrastructure; -f. any information that could be used to compromise or expose the vulnerability of the -Parties Cyber systems, processes, programs data, communications, energy and -operations systems or structures; -g. any Copyright application code, source code, technical design (not released for open -use), trade secret, scientific or technical information, invention, design, process, -procedure, formula, improvement, technology or method; -h. any computer software, source code, object code, flow charts or databases; and -i. -any other information that should reasonably be recognized as sensitive or -confidential information of the Recipient or the disclosing party. - - -Confidential Information shall not include information required to be disclosed in a judicial or -administrative proceeding, or otherwise required to be disclosed by law or regulation, although the -requirements of paragraph 6 hereof shall apply prior to any disclosure being made. - -2. -Prohibition on Disclosure of Confidential Information. -The Parties will: -a. limit disclosure of any Confidential Information to its directors, officers, employees, -ageQWV RU UeSUeVeQWaWiYeV (cRllecWiYel\ ³ReSUeVeQWaWiYeV´) Zho have a need to know -such Confidential Information in connection with the Transaction, and only for that -purpose; -b. keep all Confidential Information strictly confidential by using a reasonable degree -of care, but not less than the degree of care used by it in safeguarding its own -confidential information; and -c. not disclose any Confidential Information received to any third parties (except as -otherwise provided for herein). - -The Recipient shall provide the Discloser with original signed copies of all of the -Acknowledgements required under the preceding paragraph. The Parties shall be responsible for any -breach of this Agreement by any of their respective Representatives. - -3. -Use of Confidential Information. The Parties agree to use the Confidential Information solely in -connection with the Transaction and not for any purpose other than as authorized by this Agreement without -the prior written consent of an authorized representative of the Parties. No other right or license, whether -expressed or implied, in the Confidential Information is granted to the Parties hereunder. Title to the -Confidential Information will remain solely with the Party. All use of Confidential Information by the -Parties shall be for the benefit of the Parties and any modifications and improvements thereof by the -Revised January 29th, 2019 - -3 - -Recipient shall be the sole property of Discloser. Notwithstanding the foregoing, Confidential Information -shall include any proprietary records created in the course of Whe ReciSieQW¶V course of engagement such as -customized code, configuration, flowcharts or project data that was specifically designed to meet the needs -of the Discloser. - -The Parties agree to ensure that all copyright products, such as source codes, system design -data/architecture, and other proprietary information, disclosed during the engagement is protected from any -misuse, alteration, modification, sharing, or transfer to any party without express permission of the Discloser. -Such data is provided for the sole use of the Parties, and limited for the use under this agreement. - - - - -4. -Obligations of Receiving Party. - -a. No Use. The Receiving Party agrees not to use the Confidential Information in any way, or -to manufacture or test any product embodying Confidential Information, except for the -purpose set forth above. - -b. No Disclosure. The Receiving Party agrees to use the same degree of protection it uses for -its own trade secret information, and in no event less than reasonable efforts, to prevent and -protect the Confidential Information, or any part thereof, from disclosure to any person other -WhaQ Whe ReceiYiQg PaUW\¶V ePSlR\eeV haYiQg a Qeed fRU diVclRVXUe iQ cRQQecWiRQ ZiWh Whe -ReceiYiQg PaUW\¶V aXWhRUi]ed XVe Rf Whe CRQfideQWial IQfRUPaWiRQ. - -c. Protection of Secrecy. The Receiving Party agrees to take all steps reasonably within its -control to protect the secrecy of the Confidential Information, and to prevent the -Confidential Information from falling into the public domain or into the possession of -unauthorized persons. - -d. No Duplication. The Receiving Party shall not duplicate Confidential Information furnished -in tangible form except for purposes of this Agreement. - -e. Return of Information. on a Party's request, the other Party shall return all Confidential -Information of the requesting Party, except for that portion of such Confidential Information -that may be found in analyses prepared by, or for, the returning Party (collectively, -³Analyses´), aQd Whe UeWXUQiQg PaUW\ aQd iWV ReSUeVeQWaWiYeV Vhall QRW UeWaiQ aQ\ cRSieV Rf -such Confidential Information except the returning Party may retain one copy of the -CRQfideQWial IQfRUPaWiRQ aV Qeeded WR cRPSl\ ZiWh aSSlicable laZ aQd/RU UeWXUQiQg PaUW\¶V -record retention policies. The Confidential Information retained by the returning Party, the -portion of Confidential Information that may be found in Analyses prepared by, or for, the -returning Party, and any Confidential Information furnished by the requesting Party not so -requested or returned, will be held by the returning Party and kept subject to the terms of this -Agreement or destroyed. - - -5. -Limits on Confidential Information. The obligations and restrictions imposed by this Agreement -will not apply to any information that: - -Revised January 29th, 2019 - -4 - -a. The Recipient can demonstrate was already known to the Recipient prior to the disclosure -by the Discloser; or, - -b. has become publicly known through no wrongful act of the Recipient; or, - -c. was received by the Recipient without breach of this Agreement from a third party without -restriction as to the use and disclosure of the DiVclRVeU¶V Confidential Information; or, - -d. was independently developed by the Recipient without use of the DiVclRVeU¶V Confidential -Information; or - -e. was ordered to be publicly released by the requirement of a government agency. In this -regard, the Parties understand that the Discloser iV VXbjecW WR FlRUida¶V PXblic RecRUdV AcW, -Chapter 119, Florida Statutes, and that section 1004.22, Florida Statutes, provides limited -protection of documents received by the Discloser. - -6. -Compelled Disclosure of Confidential Information. - -a. The Recipient may disclose Confidential Information pursuant to any governmental, judicial, -or administrative order, subpoena, discovery request, regulatory request or similar method, -provided that the Recipient promptly notifies, to the extent practicable. - -b. The Recipient agrees that it shall not oppose and shall cooperate with efforts by, to the extent -practicable, with respect to any such request for a protective order or other relief to preserve -the confidentiality of the Confidential Information. - -c. Notwithstanding the foregoing, if the Discloser is unable to obtain or does not seek a -protective order and the Recipient is legally requested or required to disclose such -Confidential Information, disclosure of such Confidential Information may be made without -liability. - - -7. -Term. - -a. This Agreement shall remain in effect for a two-year term (subject to a one year -extension if the parties are still discussing and considering the Transaction at the end of the -second year) or the term of the contract, whichever is greater. -b. NRWZiWhVWaQdiQg Whe fRUegRiQg, Whe SaUWieV¶ dXW\ WR hRld iQ cRQfideQce Confidential -Information that was disclosed during term shall remain in effect indefinitely. - -8. -Remedies. -a. The Parties acknowledge that the Confidential Information is of a unique and valuable -character, and that the unauthorized dissemination of the Confidential Information could -cause irreparable harm to the Party and the general public. - -b. Therefore, the Parties shall be entitled to injunctive relief preventing the dissemination of -any Confidential Information in violation of the terms hereof. Such injunctive relief shall be -in addition to any other remedies available hereunder, whether at law or in equity. - -c. The Discloser shall be entitled to recover its cRVWV aQd feeV, iQclXdiQg UeaVRQable aWWRUQe\V¶ -fees, incurred in obtaining any such relief. -Revised January 29th, 2019 - -5 - - - -The Recipient further acknowledges that the unauthorized disclosure of certain information -perWaining Wo ³CriWical AsseWs´ or ³CriWical InfrasWrXcWXre´ may constitute a violation of state and federal -law. - - -9. -Return of JEA Confidential Information. - -The Recipient shall immediately return and redeliver to the other all tangible material embodying the -JEA Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, -records, excerpts or derivative information deriving there from and all other documents or materials -(³NRWeV´) (aQd all cRSieV Rf aQ\ Rf Whe fRUegRiQg, iQclXdiQg ³cRSieV´ WhaW haYe beeQ cRQYeUWed WR -computerized media in the form of image, data or word processing files either manually or by image capture) -based on or including any JEA Confidential Information, in whatever form of storage or retrieval, upon the -earlier of ± -I. -the completion or termination of the dealings between the parties contemplated -hereunder; or -II. -the termination of this Agreement; or -III. -at such time as JEA may so request; provided however that the Recipient may retain -such of its documents as is necessary to enable it to comply with its statutory -document retention policies. - -Alternatively, the Recipient, with the written consent of JEA may (or in the case of Notes, at the Recipient¶V -option) immediately destroy any of the foregoing embodying JEA Confidential Information (or the -reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such -destruction by an authorized officer of the Recipient supervising the destruction). JEA reserves the right to -require evidence supporting such an activity. - -10. -Notice of Breach. The Recipient shall notify the Discloser immediately upon discovery that any -Confidential Information has been communicated or distributed to any unauthorized person or entity and will -cooperate with efforts by the Discloser to help the Discloser regain possession of Confidential Information -and prevent its further unauthorized use. - - -11. -No Warranty. -The Discloser shall have no liability to the Recipient or the Representatives resulting from any use of -the Confidential Information. The Discloser shall have sole responsibility for providing the Confidential -Information necessary for Recipient WR SeUfRUP iWV RbligaWiRQV XQdeU Whe SaUWieV¶ AgUeePeQWV. - - - -12. -Miscellaneous. -a. This Agreement: -i. -is the complete agreement of the parties concerning the subject matter hereof and -supersedes any prior such agreements with respect to further disclosures on such subject -matter; -ii. -may not be amended or in any manner modified except in writing signed by the parties; -iii. -shall be governed and construed in accordance with the laws of the State of Florida without -regard to its conflict of law provisions; and -iv. -shall be binding upon and inure to the benefit of the parties and their respective successors, -assigns and designees. -Revised January 29th, 2019 - -6 - - -b. The Federal and state courts located in Duval County, Florida shall have sole and exclusive -jurisdiction over any disputes arising under this Agreement. If any provision of this -Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible -and the unenforceable provision shall be deemed modified to the limited extent required to -permit its enforcement in a manner most closely representing the intention of the parties as -expressed herein. Any failure by the Discloser to enforce the strict performance of any -provision of this Agreement will not constitute a waiver of its right to subsequently enforce -such provision or any other provision of this Agreement. - -c. Any notices required or permitted to be given hereunder may be delivered by hand, -deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by -certified mail, return receipt requested, postage prepaid, in each case, to the address of the -other party first indicated above. All such notices or communications shall be deemed to -have been given and received (a) in the case of personal delivery or electronic-mail, on the -date of such delivery, (b) in the case of delivery by a nationally recognized overnight -carrier, on the third business day following dispatch and (c) in the case of mailing, on the -seventh business day following such mailing. - -IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first -above written. - -JEA -Recipient - - - - -By __________________________ -By __________________________ -Name: -Name: - -Title: -Title: diff --git a/contract-nli/contract nli in txt/01_Bosch-Automotive-Service-Solutions-Mutual-Non-Disclosure-Agreement-7-12-17.txt b/contract-nli/contract nli in txt/01_Bosch-Automotive-Service-Solutions-Mutual-Non-Disclosure-Agreement-7-12-17.txt deleted file mode 100644 index d84d8a6e72ddf834445316558daa6c4ea4c5d839..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/01_Bosch-Automotive-Service-Solutions-Mutual-Non-Disclosure-Agreement-7-12-17.txt +++ /dev/null @@ -1,211 +0,0 @@ -Bosch North America Mutual NDA rev. 2017.03.31.IPR-NA -Page 1 of 4 -MUTUAL NON-DISCLOSURE AGREEMENT -Between -AND -, 2017 - , 2017 to -Subject Matter: -Effective Date of Agreement: Period -for Exchange of Information: -Period of Confidentiality: -____________________________________________________ -THIS AGREEMENT is made as of the Effective Date of Agreement noted above, by and between the above parties. -BACKGROUND: -I. -The parties desire to have discussions of or relating to the Subject Matter for the purposes of evaluating a possible -business relationship between them (“Purpose”). The parties may extend the Subject Matter or add additional -parties by executing one or more addenda to this Agreement. -II. -Such discussions may involve disclosure by one party to the other party of confidential, proprietary or trade secret -information of its own or its licensors (“Confidential Information” as defined below), during the Period for Exchange -of Information. -III. -Both parties recognize the value of the Confidential Information and that it is in their mutual best interests to -maintain the confidential, proprietary and secret nature of the Confidential Information. -THEREFORE, in consideration of the Subject Matter, and the mutual promises herein, the parties agree as follows: -1. -CONFIDENTIAL INFORMATION. The term “Confidential Information” as used herein means all nonpublic -information relating to the Subject Matter that is disclosed by either party, its Affiliates (as defined below), or their -agents (where applicable, collectively referred to as the “Disclosing Party”), directly or indirectly, in writing, orally -or by inspection of premises or tangible objects to the other party (the “Recipient”) that is: (i) marked -confidential or proprietary, or (ii) given the nature of the information or the circumstances surrounding its disclosure, -reasonably should be deemed confidential. Confidential Information includes, but is not limited to documents, -drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, -manufacturing processes, software, prototypes, samples, methodologies, formulations, trade secrets, patent -applications, know-how, experimental results, specifications and other business information. -2. -PERIOD OF CONFIDENTIALITY AND NON-USE. The Recipient will use Confidential Information only in -connection with the Purpose as set forth in this Agreement. Recipient shall use the same degree of care to avoid -disclosure or use of the Confidential Information as it uses for its own confidential, proprietary and trade secret -information, but in no case use less than a reasonable degree of care. Recipient agrees to limit disclosure of -Confidential Information to employees and employees of Affiliates having a specific need to know such Confidential -Information for the Purpose and in the case of Affiliates only to the extent that such Affiliate is under obligation to -hold such information in confidence and is made aware of these terms and conditions. Recipient will not disclose or -permit access to Confidential Information to contract workers, consultants or contractors of Recipient or its Affiliates -unless authorized by Disclosing Party in writing and on condition that such persons are bound by obligations of -confidentiality inuring to the benefit of Disclosing Party and its Affiliates at least as restrictive as these terms and -conditions. Recipient shall not without Disclosing Party’s prior written consent reverse engineer, disassemble or -decompile any prototypes, software or other objects which embody the Disclosing Party’s Confidential Information -to obtain access to Disclosing Party’s trade secrets and to the extent such consent is granted Recipient shall -receive and hold such Confidential Information subject to the terms of this Agreement. -Bosch Automotive Service Solutions Inc. -28635 Mound Road -Warren, Michigan 48092 -Insert Full Corporate Name and Address of Counterparty -Insert Field and Scope of Technology -Date -Date 2 -Date 3 -Period of Confidentiality -Bosch North America Mutual NDA rev. 2017.03.31.IPR-NA -Page 2 of 4 -3. -TERM. The term of this Agreement shall be for the Period of Exchange set forth above. Confidentiality obligations -shall survive termination of this Agreement for the Period of Confidentiality set forth above unless the Confidential -Information is a trade secret, in which case the confidentiality obligations shall continue for as long as the -information is a trade secret. Either party may terminate this Agreement upon 30 days prior written notice. -4. -NOTICE OF UNAUTHORIZED USE. Recipient shall provide written notice to Disclosing Party without undue delay -of any misuse or misappropriation of Confidential Information which may come to the attention of Recipient. The -Recipient shall cooperate with and aid the Disclosing Party in mitigating and preventing the unauthorized use and -disclosure and any furtherance thereof. -5. -EXCLUSIONS AND EXEMPTIONS. Recipient shall have no obligation of confidentiality with respect to any -information which: -5.1. -is already known or in the possession of Recipient or its Affiliate at the time of disclosure as shown by the -Recipient’s and/or its Affiliates´ files and records prior to the time of disclosure, otherwise than as a result of -any improper act or omission of Recipient or its Affiliate; or -5.2. -is or becomes public knowledge through no wrongful act of Recipient; or -5.3. -is rightfully acquired from others who did not obtain it under obligation of confidentiality; or -5.4. -is independently developed by an employee, agent or consultant of Recipient without reference to the -Confidential Information; or -5.5. -is approved for release by written authorization from Disclosing Party. -5.6. -The Recipient is hereby notified that, as set forth in 18 U.S.C. §1833(b), he/she does not have criminal or -civil liability under U.S. trade secret law for the following disclosures of a trade secret: -5.6.1. disclosure in confidence to a federal, state or local government official, either directly or indirectly, or -to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a -suspected violation of law; and/or -5.6.2. disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is -made under seal; and/or -5.6.3. under those circumstances where Recipient files a lawsuit for retaliation against the Disclosing Party -for reporting a suspected violation of law, Recipient may disclose the Disclosing Party’s trade secret -information to its attorney and may use the trade secret information in the court proceeding if -Recipient files any document containing the trade secret under seal and does not disclose the trade -secret, except pursuant to court order. -6. -REPRODUCTION AND RETURN OF CONFIDENTIAL INFORMATION. The Confidential Information provided by -the Disclosing Party shall not be copied or reproduced without the Disclosing Party’s prior written permission, -except for such copies as may reasonably be required for the purpose as set forth in Section I of this Agreement. -Disclosing Party may serve written request on Recipient for return or destruction of its Confidential Information at -any time up to six (6) months after the termination or expiry of this Agreement and Recipient shall, within thirty (30) -days of such request or termination, return to the Disclosing Party (or its designees) or certify as destroyed all -Confidential Information, in whatever form, including written or electronically recorded information and all copies -thereof (other than copies retained in automatic back-up and archive systems), provided however that Recipient -shall be entitled to retain one copy of the Confidential Information with its legal counsel or other appropriate -corporate representative to evidence the exchange of information hereunder and in connection with legal or -statutory requirements. All such retained copies shall remain subject to the use and disclosure restrictions in this -Agreement. - -7. -DISCLOSURES REQUIRED BY LAW. If Recipient is requested, ordered or required by a regulatory agency or any -other government authority or a court to disclose any Confidential Information, Recipient shall promptly notify -Disclosing Party of such request, order or requirement so that Disclosing Party may have the opportunity to contest -the disclosure, including seeking a protective order, or waive Recipient’s compliance with this Agreement. If -Recipient is (in the opinion of its counsel) compelled to disclose any Confidential Information, or else be liable for -contempt or other penalty or be subject to claims from a third party, Recipient may disclose such Confidential -Information without liability under this Agreement. -8. -EXPORT LAWS. Neither party shall export, directly or indirectly, any of the Confidential Information to any country, -person or entity which the US Government, at the time of export, requires an export license or other governmental -approval without first obtaining such license or approval. The Recipient shall first obtain the written consent of -Bosch North America Mutual NDA rev. 2017.03.31.IPR-NA -Page 3 of 4 -Disclosing Party prior to submitting any request for authority to export such Confidential Information. For the -purposes of this Agreement, export occurs when Confidential Information is transferred from one country to another -by any means, including but not limited to physical shipments, FTP file transfers, e-mails, faxes, oral transfers or -remote server access and an export may also occur when Confidential Information is transferred to or accessed by -a person who is neither a citizen nor permanent resident of the country in which such transfer or access is taking -place. -9. -OWNERSHIP OF CONFIDENTIAL INFORMATION. Disclosing Party or its licensors, as the case may be, retain all -rights in Confidential Information disclosed and all documents, prototypes, software development kits (SDKs) and -other similar tangible property embodying, containing or reflecting the same shall remain the property of Disclosing -Party. -10. NO LICENSE. Neither the execution of this Agreement nor the disclosure of any Confidential Information is -construed as granting either expressly or by implication, estoppel or otherwise, any license or right to the -Confidential Information or any intellectual property rights embodied therein. -11. NO WARRANTY. All Confidential Information provided under this Agreement is provided “AS IS” and specifically -excludes any warranty, whether express or implied, including without limitation, any implied warranty of -merchantability, fitness for a particular purpose, or accuracy. The Disclosing Party is not liable under this -Agreement for any damages in connection with, related to, or arising out of the use of its Confidential Information. -12. NO OBLIGATION. This Agreement shall not be construed in any manner to be an obligation to enter into a further -substantive contract or to disclose any particular Confidential Information. -13. INDEPENDENT DEVELOPMENTS. Disclosing Party understands that Recipient may develop or have developed -information internally, or receive or have received information from other parties that is similar to the Confidential -Information. Accordingly, nothing in this Agreement shall be construed as a representation that Recipient has not -or will not independently develop products that compete with the products or systems contemplated by the -Confidential Information provided that it does so without breaching the terms of this Agreement. -14. RELATIONSHIP. Each party hereto shall be considered as an independent contractor responsible for its own -expenses and financial obligations incurred in the performance of this Agreement. -15. NO WAIVER. Neither party waives any rights in invention or development lawfully possessed by it at the time of -signing this Agreement. In addition, this Agreement does not imply any waiver of any rights or action under the -patent, trademark, copyright, trade secret, unfair competition, fair trade or related laws. Failure to exercise any -rights under this Agreement shall not be construed as a waiver of such rights. -16. INUREMENT. This Agreement shall inure to the benefit of the parties hereto and their respective “Affiliates” (as -defined below), successors, assigns and legal representatives. The parties agree that each party and its Affiliates -may receive Confidential Information from and/or disclose Confidential Information to the other party and the other -party's Affiliates, and that all such Confidential Information shall be governed by this Agreement. Recipient shall be -fully responsible to the Disclosing Party for any breach of this Agreement by the Recipient’s Affiliates. “Affiliate”, as -used herein, means an entity that directly or indirectly controls, is controlled by or is under common control with a -party to this Agreement; and as used in this Section ”control”, “controls” or ”controlled” means: (i) fifty-one percent -(51%) or more ownership or beneficial interest of income or capital of such entity; (ii) ownership of at least fifty-one -percent (51%) of the voting power or voting equity; or (iii) the ability to otherwise direct or share management -policies of such entity. -17. INJUNCTIVE RELIEF. The parties agree that any use of Confidential Information in violation of this Agreement -may cause the other party irreparable harm, and may leave it with no adequate remedy at law and shall, thereby, -entitle it to seek injunctive relief in any court with competent jurisdiction over the party or party’s Affiliate in violation. -18. CHOICE OF LAW. This Agreement is governed and construed in accordance with the laws of the State of -Michigan, without regard to principles of conflict or choice of laws. The Parties hereby unconditionally and -irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts of the State of Michigan. -19. SURVIVAL. Sections 1, 2, 3, 4, 5, 6, 17, 18, 19 and any sections (or parts thereof) which, by their nature, are -intended to survive termination shall survive termination of this Agreement. -20. SEVERABILITY. If a court finds any provision of this Agreement or any right or obligation invalid or unenforceable, -this Agreement shall be immediately deemed amended to: (i) include a provision that reflects the intent of the -parties, or, if (i) is not possible, (ii) to exclude such provision and the parties shall negotiate in good faith a -substitute provision that reflect the parties’ intent at the time of entering into the Agreement. -Bosch North America Mutual NDA rev. 2017.03.31.IPR-NA -Page 4 of 4 -21. -ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties regarding the -Confidential Information and supersedes all other communications, reports or understandings between the parties -in respect thereto. No change or addition to any provision shall be binding unless it is in writing and signed by an -authorized representative of both parties. All notices shall be in writing and delivered by electronic mail, registered -or certified mail (return receipt requested) to the appropriate address set forth in the signature block below. -22. -HEADINGS. Headings in this Agreement are for reference only and shall not affect the meaning of the provisions. -23. -COUNTERPARTS. This Agreement may be signed in two or more counterparts including signing facsimile copies. -Each counterpart is deemed an original and all counterparts together shall constitute one and the same instrument. -IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement as -of the date first written above. -Signature: -Signature: -Print Name: -Print Name: -Title: -Title: -Date: -Date: -Signature: -Print Name: -Title: -Date -Insert Full Name of Conterparty -Bosch Automotive Service Solutions Inc. diff --git a/contract-nli/contract nli in txt/09-24-2019-04-25-05-3914910473.txt b/contract-nli/contract nli in txt/09-24-2019-04-25-05-3914910473.txt deleted file mode 100644 index 53126c49836dc1b814ca79f31a2624edab40e758..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/09-24-2019-04-25-05-3914910473.txt +++ /dev/null @@ -1,274 +0,0 @@ - - - - - -1/5 - -OISAIR PROJECT -TWO-WAY CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT -(TO BE SIGNED ELECTRONICALLY THROUGH THE INNOVAIR PLATFORM) - - - - -This Confidentiality and Non-Disclosure Agreement (hereinafter referred to as the “Agreement”) -dated ………………………. (“Effective Date”) is made by and between: - -1) with registered offices located in -……………………………, -Tax -registration No ………, represented by ………………………………….., in the legal capacity as -…………………….. Hereinafter referred to as “………………..” -2) with registered offices located in ………………………….. Tax registration No. -……………, represented by …………………………., in the legal capacity as ………………………….. -Hereinafter referred to as “………………..” -The above parties hereinafter collectively referred to as the “Parties” and individually as a -“Party”. -WHEREAS - -The Parties are willing to exchange Confidential Information in the form of certain scientific, -technical and commercial information, that will include confidential and proprietary material -relating to ………………… (the “Field”) and the Receiving Party may use this Confidential -Information for the sole consideration of assessing whether to enter into a potential or proposed -business collaboration with the Disclosing Party for the joint development of the technology -………………………… (the “Permitted Purpose”) subject to the terms and conditions of this -Agreement. - -IT IS AGREED as follows: - -1. Definition and interpretation -In this Agreement, the following terms will have the respective meanings: - -“Confidential Information” shall mean scientific, research, technical or business information -pertaining to the Field, including but not limited to inventions; know-how; trade secrets; -techniques; processes; designs; drawings; product designs; formulae and analysis; and any -business information, including but not limited to price lists; customer lists; cost analyses; -reports; surveys, market information and data. - -In respect of Confidential Information disclosed in documentary form, model or any other -tangible form, this shall be marked by the Disclosing Party as confidential or otherwise -designated to show expressly or by necessary implication that it is imparted in confidence. Any -Confidential Information disclosed by the Disclosing Party or its Representatives orally or visually, -shall be identified as such prior to disclosure and summarized in a writing provided by the -Disclosing Party to the Receiving Party within thirty (30) days of the date of initial disclosure. In - - - - - -2/5 - -case of disagreement regarding said summary, the Receiving Party shall make any objections in -writing within thirty (30) days of receipt of the written summary. - -“Disclosing Party” shall mean the Party that discloses Confidential Information directly or -indirectly to the Receiving Party in relation to this Agreement. - -“Receiving Party” shall mean the Party that receives the Confidential Information directly or -indirectly from the Disclosing Party. - -“Representatives” shall mean directors, employees, professional advisors or anyone involved -with the Party in a professional or business capacity. -2. Exclusions -The obligation of confidentiality set out in this Agreement shall not apply to any Confidential -Information that: -a) -was known to the Receiving Party prior to such disclosure by the Disclosing Party, as -evidenced by documentary or other physical evidence; -b) -was public knowledge at the time of such disclosure to the Receiving Party, or becomes -public knowledge after such disclosure, through no action or omission by or on behalf of the -Receiving Party; -c) -is lawfully disclosed or made available to the Receiving Party by a third party having no -obligation to the Disclosing Party to maintain the confidentiality of such information; -d) -was independently developed or derived by the Receiving Party without the aid, application -or use of information furnished by the Disclosing Party, as evidenced by documentary or -other physical evidence; -e) -is disclosed with the written consent of the Disclosing Party; -f) -is required to be disclosed by the order of a governmental agency or legislative body or a -court of competent jurisdiction. -3. Obligations of confidentiality and non-use -The Receiving Parties undertake and agree: -a) -To take proper and reasonable measures to ensure the secrecy of the Confidential -Information; -b) -Not to disclose, or allow it to be disclosed, in whole or in part to any third party without the -prior written consent of the Disclosing Party -c) -Not to use, in whole or in part, the Confidential Information for anything other than the -Permitted Purpose. -d) -Not to use the Confidential Information for their own commercial use or for that of any -other person or party, without prior written consent by the Disclosing Party; -e) -Not to make copies of the Confidential Information in any format without prior written -authorisation by the Disclosing Party; -f) -Not to alter, modify, disassemble, reverse engineer or decompile any Confidential -Information; -g) -Not to apply for any patent or trademark which could include any Confidential Information. -4. Disclosure to Representatives -The Parties shall use at least the same degree of care as the Receiving Party normally exercises to -protect its own information of like character and importance, but in no event less than - - - - - -3/5 - -reasonable care. The Receiving Party undertakes to permit access to the Confidential Information -only to its Representatives or employees who require access to such Information solely for the -fulfilment of the Permitted Purpose, and furnished on a need-to-know basis and only on the -condition that such persons are made aware of the terms of this Agreement and their obligations -therein, along with the Disclosing Party’s rights to the Confidential Information. The Receiving -Party shall be responsible for ensuring its Representatives comply with the terms of this -Agreement. -5. Return of information and property -The Receiving Party acknowledges and agrees that the Confidential Information is and remains -the property of the Disclosing Party. The Receiving party must, at the end of this Agreement or -within seven days following written instruction by the Disclosing Party to do so, return or destroy -all Confidential Information in the Receiving Party's possession, custody or control. The Receiving -Party may retain one (1) copy of any such Confidential Information to be stored securely with its -legal representative only if required for regulatory or insurance purposes, but in this event the -confidentiality and non-use provisions in this Agreement remain in place with respect to such -retained Confidential Information. The return or destruction of any Confidential Information will -not diminish or otherwise affect any other obligations under this Agreement. -6. No implied rights -This Agreement shall not grant, nor be construed to grant any rights whatsoever beyond the -scope of the Permitted Purpose of the Confidential Information to the Receiving Party. This -includes, but it not limited to any license, patent or copyright. No warranty, express or implied, is -given as to the accuracy or completeness of any Confidential Information provided by the -Disclosing Party. -7. No obligation -This Agreement imposes no contractual obligation to any Party to enter into any separate -business collaboration for the development of the Field or associated technology. The Disclosing -Party is not obliged to disclose any Confidential Information to the Receiving Party and the -Receiving Party shall have the right to refuse to accept any information prior to any disclosure. -8. Breach -In the event of a breach or threatened breach of the terms of this Agreement by the Receiving -Party, the Disclosing Party will be entitled to seek an injunction (final or interlocutory) restraining -the Receiving Party from committing a breach, or further breach, of this Agreement without the -requirement to demonstrate any actual damage sustained by the Disclosing Party. -9. Integration -This Agreement constitutes the entire understanding between the Parties concerning the -treatment of information to which this Agreement relates. No modification of this Agreement -shall be binding on either Party unless agreed in writing and signed by all the Parties. -10. Duration -This Agreement shall terminate 5 (five) years after the Effective Date (the “Termination Date”). -Notwithstanding this, any Party may terminate its involvement with this Agreement by giving 30 -(thirty) days written notice (registered letter with proof of receipt) to the other Parties. -Termination of this Agreement shall not affect any obligation imposed by this Agreement with - - - - - -4/5 - -respect to Confidential Information disclosed prior to termination, the obligations of non-use and -non-disclosure of Confidential Information shall survive for 3 (three) years from the date of -disclosure of the Confidential Information. After the term of this Agreement has ended, the -Disclosing Party does not relinquish any other rights that it may have under copyright, patent, or -other intellectual property laws. -11. Agreement in counterparts -This Agreement shall be executed in three identical counterparts, each of which shall be deemed -to be an original and all of which taken together shall be deemed to constitute the same -agreement when a duly authorised representative of each Party has signed all the counterparts. - -12. Applicable Law and Jurisdiction -This Agreement shall be governed by and construed in accordance with the Laws of the Republic -of Italy without regard to Italy’s conflicts of law rules. Any disputes or claim arising out of or in -connection with this Agreement shall be submitted to the sole competence and jurisdiction of -the ordinary Courts of Trieste. -13. Successor and assigns -The Parties agree that this Agreement and any subsequent amendments shall be binding on their -successors in title and assigns, and undertake the necessary steps to ensure they are so bound. -14. Third parties -This Agreement does not create any right enforceable by any person not a Party to it. -15. Communications -Any notice or other communication made or given by any Party in connection with this -Agreement shall be sent via fax (with confirmation) or by registered or certified mail or courier -service addressed to the other Party at its address set forth below: - - -
-For the attention of - - - -
-For the attention of - - -or such other address that each Party may from time to time notify in writing to the other Party -in case of changes of the above addresses. - -The communications will be deemed to be made at the effective date of receipt. -16. Secrecy -The existence of this Agreement cannot be disclosed to any third party. It is thus forbidden to -make any oral and/or written disclosure (advertising, publication, or any other kind of external - - - - - -5/5 - -communication) of this Agreement being in force nor of the potential co-operation that could be -subsequently negotiated, without prior and written authorisation of all Parties. - -Agreed by the Parties through their authorised signatories - - - - - - - - - - - - - - - - - - - - - - - - - - -For and on behalf of - - - - -Signed - -Name - -Date -For and on behalf of - - - - -Signed - -Name - -Date diff --git a/contract-nli/contract nli in txt/1001113_0000950134-07-005231_f27921orexv99wxdyx3y.txt b/contract-nli/contract nli in txt/1001113_0000950134-07-005231_f27921orexv99wxdyx3y.txt deleted file mode 100644 index a6b0569fab05903c5fadeded5672fdfeed05c3a3..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1001113_0000950134-07-005231_f27921orexv99wxdyx3y.txt +++ /dev/null @@ -1,221 +0,0 @@ - - -exv99wxdyx3y - - - -  - -EXHIBIT(d)(3) - - - -CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS - -This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective -date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle -Parkway, Redwood City, California 94065 and the company designated below (“Company”). - -Oracle and -the Company are entering into discussions concerning a possible strategic transaction -(the “Transaction”). The parties expect to make available to one another certain non-public, -confidential and/or proprietary information, both oral and written, which may include information -concerning their respective business prospects and plans, financial condition, technology, -customers, know-how, trade secrets, operations, assets and liabilities (collectively, the -“Evaluation Material”). As a condition to each party furnishing the Evaluation Material to the -other party and the directors, officers, employees, agents or advisors of such party or its -subsidiaries (collectively, “Representatives”), each party -agrees that the Evaluation Material -furnished to it hereunder shall be treated as confidential subject to -the terms of this Agreement. - -1. Evaluation Material. “Evaluation Material” also includes notes, analyses, -compilations, studies, plans, interpretations or other documents prepared -by the receiving party or its Representatives which contain or are based -upon the Evaluation Material furnished to such party hereunder. The term -“Evaluation Material” does not include information that (i) is or becomes a -matter of public knowledge through no fault of the receiving party; (ii) is or -becomes available to the receiving party from a source other than the -disclosing party or any of its Representatives, provided that such source -was not known or reasonably should be known by the receiving party to be -bound by a duty of confidentiality with respect to such information; (iii) is -disclosed by the disclosing party to a third party without a duty of -confidentiality; (iv) is independently developed by the receiving party -without use of the Evaluation Material; or (v) is disclosed under operation -of law. - -2. -Non-Disclosure/Security/Use. Each party agrees that, without the prior -written consent of the other party, neither it nor its Representatives will -disclose to any other person any of the other party’s Evaluation Material, -the fact that discussions between the parties are taking place concerning -the Transaction, or any terms or other facts relating to the Transaction and -will use such Evaluation Materials only for the purpose of evaluating a -Transaction. Each party agrees to use reasonable measures to protect -against the loss, theft or unauthorized use of the Evaluation Materials. - -3. -Personally Identifiable Information. The Evaluation Materials may -include human resources data and/or other information that serves to -identify one or more individuals (“PII”). The receiving party agrees to notify -the disclosing party of any request received by the receiving party for -access, correction, amendment or redaction of any PII. The disclosing -party shall be responsible for compliance with all such requests. The -receiving party also agrees to notify the disclosing party of any actual or -suspected improper acquisition of PII of which the receiving party becomes -aware. - -4. -Residuals. Nothing in this Agreement shall be construed to limit either -party’s ability to use “residuals” relating to the Evaluation Material of the -other party. The term “residuals” shall mean information included in the -Evaluation Material in nontangible form (i.e., not written or other -documentary form, including tape or disk), which is incidentally retained in -the memories of employees of either party who have had access to the -Evaluation Material, including ideas, know-how, or techniques contained -therein, and where the source of the Evaluation Material has become -remote (e.g., as a result of the passage of time or the employee’s -subsequent exposure to information of a similar nature from other sources) -that the employee in good faith believes that it is not Evaluation Material. -Neither party shall have any obligation to limit or restrict the assignment of -its employees or to pay royalties to the other party in connection with any -use of residuals. - -5. Independent Development. Nothing in this Agreement shall be -construed to limit or preclude either party from developing, using, -marketing, licensing, and/or selling any independently developed software, -technology or other materials similar or related to the Evaluation Material -without otherwise violating this Agreement. - -6. Required Disclosure. In the event that a party or its Representatives is -required by Law, rule or stock exchange regulation to disclose any of the -other party’s Evaluation Material or the fact that discussions between the -parties are taking place concerning the Transaction, the party required to -make such disclosure shall, to the extent practicable, provide the other -party with prior written notice of any such requirement so that the other -party may seek a protective order or other appropriate remedy and/or -waive compliance with the provisions of this Agreement. In the event -that -such protective order, other remedy or waiver is not obtained, the party -required to make the disclosure shall furnish only that portion of the -Evaluation Material that such party determines, alter consulting with -counsel, is required to disclose and shall exercise all reasonable efforts to -preserve the confidentiality of the other party’s Evaluation -Material. - -7. Termination of Discussions. This Agreement and all rights and obligations -hereunder shall terminate on the second anniversary of the Effective Date. -Promptly upon notice from either party that it does not wish to proceed with -the Transaction, each party shall return to the other party or destroy all -copies of the Evaluation Material (including all documents based thereon) -in its possession or in the possession of its Representatives, except that -outside counsel to the receiving party may retain one copy of the -Evaluation Material for archival purposes and solely to comply with -applicable law, rule or regulation. Notwithstanding the return or destruction -of the Evaluation Material, each party and its Representatives will continue -to be bound by its obligations of confidentiality and other obligations -hereunder for a period ending on the second anniversary of the Effective Date. - -8. Definitive Agreements. Unless and until a final definitive agreement, -regarding the Transaction has been executed, no contract or agreement -with respect to the Transaction shall be deemed to exist between the -parties and neither party will be under any legal obligation whatsoever with -respect to the Transaction by virtue of this Agreement except for the -matters specifically agreed to herein. The term “definitive agreement” -does not include a term sheet or any other preliminary written agreement. -Each party reserves the right, in its sole discretion, to provide or -not -provide Evaluation Material under this Agreement, to reject any and -all -proposals with regard to the Transaction and to terminate discussions and -negotiations at any time. - -9. Entire Agreement. This Agreement sets forth the entire agreement -with respect to the Evaluation Material disclosed hereunder and -supersedes all prior or contemporaneous agreements concerning such -Evaluation Material, whether written or oral. All additions or modifications -to this Agreement must be made in writing and must be signed by both -parties. - -10. Miscellaneous. Each party agrees to be responsible for any breach of -this Agreement by any of its Representatives. In case any provision of this -Agreement shall be. invalid, illegal or unenforceable, the validity, legality -and enforceability of the remaining provisions of the Agreement shall not in -any way be affected or impaired thereby, - -11. Governing Law, Jurisdiction. This Agreement and all matters arising -out of or relating to this Agreement shall be governed by the procedural -and substantive laws of the state of California and shall be deemed -executed in Redwood City, California. Any legal action or proceeding -relating to this Agreement shall be instituted exclusively in any state or -federal court In San Francisco or San Mateo County, California. Company -and Oracle irrevocably and unconditionally agree to submit to the exclusive -jurisdiction of, and agree that the venue is proper in, the aforesaid courts in -any such legal action or proceeding. - -12. -Relief. Each party agrees that money damages will not be a sufficient -remedy for any breach of this Agreement by it or its Representatives, and -that the other party is entitled specific performance and injunctive relief as -remedies for any such breach. Such remedies shall not be deemed to be -exclusive remedies for a breach of this Agreement but shall be in addition -to all other remedies available at law or equity. - - - - - -  -  -  - - - - -ORACLE CORPORATION - -  -HYPERION SOLUTIONS CORPORATION - -  - -  -  - - -By: -/s/ Douglas Kehring  - -  -By: /s/ Mark Cochran  - - -Name: Douglas Kehring - -  -Name: Mark Cochran - - -Title: Authorized Signatory - -  -Title: VP & General Counsel - - -  - -  -  - - -Effective Date: Jan. 2, 2007 - -  -Address: 5450 Great America Pkway - - - - -  - - diff --git a/contract-nli/contract nli in txt/1001917_0000950123-08-007542_y61533exv99wdw3.txt b/contract-nli/contract nli in txt/1001917_0000950123-08-007542_y61533exv99wdw3.txt deleted file mode 100644 index e29d36524e99d2f86707bf5d4c706b3b45abf106..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1001917_0000950123-08-007542_y61533exv99wdw3.txt +++ /dev/null @@ -1,346 +0,0 @@ - - -EX-99.D.3 - - - - -MUTUAL NON-DISCLOSURE AGREEMENT - -     THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”), effective April 3, 2008 (the -“Effective Date”), is between Magic Hat Brewing Company & Performing Arts Center, Inc., a -Vermont corporation (“Company”), and PYRAMID BREWERIES INC., a Washington corporation (“Pyramid”). -Pyramid and the Company are sometimes referred to in this Agreement individually as a -“Party” and collectively as the “Parties”. - -     WHEREAS, Pyramid is a reporting company with the Securities and Exchange Commission and files -reports and proxy materials under the Securities Exchange Act of 1934, which are publicly -available. - -     WHEREAS, the Parties wish to exchange certain nonpublic confidential business information for -purposes of engaging in preliminary discussions regarding and evaluating a possible strategic -merger, acquisition or business combination between the Parties (the “Business Purpose”). - -     NOW THEREFORE, the Parties agree as follows: - -     1. Definition of Confidential Information. The term “Confidential Information” means -any and all information that is or has been received by either Party (the “Recipient”) from -the other Party (the “Disclosing Party”), or which the Recipient has had access to, during -the four (4)-month period commencing on the Effective Date (the “Term”), and that is either -(a) marked as “confidential,” “proprietary,” or such similar term, or (b) non-public information -related to the Disclosing Party’s business, which the Receiving Party should reasonably know is -confidential based on the nature of such information. Without limiting the generality of the -foregoing, Confidential Information shall include the following, whether in tangible or electronic -form: business plans, customer database information, employee and independent contractor lists, -internal reports and investigations, research and work in progress, source and object code, -technical manuals, financial statements and projections, cost summaries and pricing formulae, -algorithms, confidential filings with any international, federal or state agency, and all other -information concerning methods of doing business, ideas and inventions (whether or not patentable), -and data that derives independent economic value, actual or potential, from not being generally -known to persons who can obtain economic value from its disclosure or use that is the subject of -reasonable efforts by the Company to maintain its secrecy. - -     2. Excluded Information. Confidential Information shall not include any information that: (a) -prior to its disclosure by the Disclosing Party is already lawfully and rightfully known by or -available to the Recipient as evidenced by prior written records; (b) through no wrongful act, -fault or negligence on the part of the Recipient is or hereafter becomes part of the public domain; -(c) is lawfully received by the Recipient from a third party without restriction and without breach -of this agreement or any other agreement; (d) is approved for public release or use by written -authorization of the Disclosing Party; (e) the Recipient can demonstrate was independently -developed by it without reference to the Disclosing Party’s Confidential Information; or (f) is -disclosed pursuant to the requirement or request of a governmental agency or court of competent -jurisdiction to the extent such disclosure is required by a valid law, regulation or court order -and sufficient notice is given by the Recipient to the Disclosing Party of any such requirement or -request in order to permit the Disclosing Party to seek an appropriate protective order or -exemption from such requirement or request. - -  - - - -  - -     3. Non-Disclosure and Confidentiality. The Recipient shall not (a) use the Confidential -Information except for the Business Purpose, or (b) disclose or make the Confidential Information -available to any person or entity (other than Related Parties, as defined below) without the prior -written consent of the Disclosing Party. Each Party shall take reasonable security precautions to -protect the Confidential Information, at least as strict as the precautions it takes to protect its -own confidential and proprietary information of a similar nature. Without the prior written -consent of the Disclosing Party, the Recipient of Confidential Information shall restrict the -disclosure and availability of Confidential Information to Recipient’s financial, tax, or legal -advisors, or to its directors, officers, or employees with a demonstrable need to know such -Confidential Information (each, a “Related Party”, and, collectively, the “Related -Parties”), provided that any such Related Party either agrees to be bound by this Agreement or -is already bound by confidentiality obligations no less restrictive than those in this Agreement. -Each Party shall be responsible for the breach of this Agreement by any Related Party. Neither -Party shall use any Confidential Information received by it to develop a product or service which -competes with or imitates products of the Disclosing Party or engage in reverse engineering to -develop similar products or services using the Confidential Information (it being acknowledged and -understood that both Parties are engaged in the business of beer brewing and that competing beer -products are regularly independently developed within the beer industry using the same or similar -raw materials, processes and packaging). The Recipient shall prevent commingling of the -Confidential Information with similar information or material of other third parties. The -obligations of confidentiality and protection under this Agreement shall survive for three (3) -years following the expiration of the Term. - -     4. Non-Solicitation. Other than through general employment listings and advertising or -through the efforts of employment search firms, each Party shall not, during the Term of this -Agreement and for one (1) year thereafter, directly or indirectly, solicit or hire any employee or -independent contractor of the other Party, or induce any such person to abandon their relationship -with the other Party. - -     5. No Warranty. THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS,” AND THE DISCLOSING PARTY -HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACCURACY, SUFFICIENCY, -SUITABILITY OR NON-INFRINGEMENT OF SUCH CONFIDENTIAL INFORMATION. - -     6. No License or Obligations; Return of Confidential Information. This Agreement does not -represent nor imply any agreement or commitment to enter into any further business relationship. -This Agreement does not create any agency or partnership relationship between the Parties or -authorize a Party to use the other Party’s name or trademarks. As between the Parties, all -Confidential Information received by a Recipient shall remain the sole and exclusive property of -the Disclosing Party. Upon written request by the Disclosing Party, the Recipient shall return to -the Disclosing Party, or shall destroy in a manner satisfactory to the Disclosing Party, all -tangible or electronic forms of Confidential Information, including any and all copies of the -Confidential Information or notes containing the Confidential Information, and shall provide a -written certification to the Disclosing Party that all tangible forms of the Confidential -Information have been returned or destroyed. - -     7. Remedies for Breach. The Parties agree that money damages would be inadequate to remedy -any breach of this Agreement. As a result, a non-breaching party shall be entitled to seek, and a -court of competent jurisdiction may grant, specific performance and - -2 - - - -  - -injunctive or other equitable relief as a remedy for any breach of this Agreement. Such -remedy shall be in addition to all other remedies, including money damages, available to a -non-breaching party at law or in equity. - -     8. Notices. Any notice given by one Party to the other under this Agreement shall be sent by -registered mail, return receipt requested, or reputable overnight courier to the addresses listed -below (or such address changed by the giving of like notice to the other Party), and shall be -deemed received upon actual receipt by the recipient Party. - -     9. Governing Law; Attorneys’ Fees. This Agreement, including all matters of construction, -validity and performance, shall be governed by, construed and enforced in accordance with the laws -of the State of Washington, as applied to contracts made and to be fully performed in such state, -without regard to its conflict of law rules. The Parties consent to the jurisdiction of the state -and federal courts located in New York, New York. A prevailing Party shall be entitled to an award -of its reasonable attorneys’ fees and costs arising out of this Agreement. - -     10. Miscellaneous. This Agreement sets forth the entire agreement between the Parties hereto -with respect to its subject matter, and any and all prior agreements, understandings or -representations with respect to its subject matter are merged herein. This Agreement may be -amended and any provision may be waived only by the written agreement of the Parties. The terms and -conditions of this Agreement shall inure to the benefit of and be binding upon the respective -successors and assigns of the Parties, provided that Confidential Information of the Disclosing -Party may not be assigned by the Recipient without the prior written consent of the Disclosing -Party. If any provision of this Agreement is held by a court of competent jurisdiction to be -invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining -provisions shall not in any way be effected, impaired or invalidated thereby. This Agreement may -be executed in two or more counterparts or by other electronic means, each of which shall be deemed -an original, and all of which together shall constitute one and the same instrument. - -3 - - - -  - -     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written -above. - - - - - -  -  -  -  -  -  -  - - - - -PYRAMID BREWERIES INC., -  -MAGIC HAT BREWING COMPANY & PERFORMINGARTS CENTER, INC., - - -  -  -  -  -  -  -  - - -a Washington corporation -  -a Vermont corporation - - -  -  -  -  -  -  -  - - -By (signature): - -  -  -  -By (signature): -  -  - - -  - -  -  - -  -  -  -  - - -  -  -  -  -  -  -  - - -Printed Name: - -  -  -  -Printed Name: -  -  - - -  - -  -  - -  -  -  -  - - -  -  -  -  -  -  -  - - -Title: - -  -  -  -Title: -  -  - - -  - -  -  - -  -  -  -  - - -  -  -  -  -  -  -  - - -Address: - -  -91 South Royal Brougham Way - -  -Address: - -  -5 Bartlett Road - - -  - -  -Seattle, WA 98134 - -  -  -  -South Burlington, VT 05403 - - -  -  -  -  -  -  -  - - -Fax: - -  -  -  -Fax: - -  -(802) 658-5788 - - -  - -  -  -  -  -  -  - - - - -4 - - diff --git a/contract-nli/contract nli in txt/1002276_0001036050-99-002047_document_13.txt b/contract-nli/contract nli in txt/1002276_0001036050-99-002047_document_13.txt deleted file mode 100644 index 71bc875b23a6091a37ccddbeee9119e0189e37a1..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1002276_0001036050-99-002047_document_13.txt +++ /dev/null @@ -1,175 +0,0 @@ - - - Exhibit (c)(4) - - MUTUAL NON-DISCLOSURE AGREEMENT - - - Each undersigned party (the "Receiving Party") understands that the -other party (the "Disclosing Party") has disclosed or may disclose information -relating to the Disclosing Party's business particularly relating to uniform -informer libraries, chemi-informatic tools and the nature of chemical libraries -(including, with limitation, names and expertise of employees and consultants, -know-how, formulas, processes, ideas, inventions (whether patentable or not), -schematics, computer programs, software code, algorithms, development tools, -manufacturing capability or processes, chemical routes, chemical structures, -relationships with other businesses, business plans, and other technical, -business, financial, customer and product development plans, forecasts, -strategies and information), which to the extent previously, presently, or -subsequently disclosed to the Receiving Party is hereinafter referred to as -"Proprietary Information" of the Disclosing Party. Proprietary Information also -includes any information which the Disclosing Party has received from a third -party which the Disclosing Party is obligated to treat as confidential or -proprietary. - - Notwithstanding the foregoing, nothing will be considered "Proprietary -Information" of the Disclosing Party unless either (1) it is first disclosed in -tangible form and is conspicuously marked "Confidential", "Proprietary" or the -like or (2) it is first disclosed in non-tangible form and orally identified as -confidential at the time of disclosure and is summarized in tangible form -conspicuously marked "Confidential" within thirty (30) days of the original -disclosure. - - In consideration of and solely for the purpose of the parties' -discussion regarding a possible business transaction and any access the -Receiving Party may have to Proprietary Information of the Disclosing Party, -each party (as the Receiving Party) hereby agrees as follows: - - 1. Non-Disclosure and Non-Use Obligations. The Receiving Party - -------------------------------------- -agrees (i) to hold the Disclosing Party's Proprietary Information in strict -confidence and to take all reasonable precautions to protect such Proprietary -Information (including, without limitation, all precautions the Receiving Party -employs with respect to its most confidential materials), (ii) not to divulge -any such Proprietary Information or any information derived therefrom to any -third person (except consultants or agents, subject to the conditions stated -below), (iii) not to make any use whatsoever at any time of such Proprietary -Information except to evaluate internally whether to enter into a proposed -business transaction with the Disclosing Party without the prior written -permission of the disclosing party, (iv) not to remove or export from the United -States or re-export any such Proprietary Information or any direct product -thereof except in compliance with all licenses and approvals required under -applicable export laws and regulations, including without limitation, those of -the U.S. Department of Commerce, and (v) not to copy or reverse engineer any -such Proprietary Information. Any employee, consultant or agent given access to -any such Proprietary Information must have a legitimate "need to know" and shall -be similarly bound in writing. The parties shall be entitled to exchange -Proprietary Information under the - - -terms of this Agreement for a period not to exceed two (2) years from the date -hereof, unless otherwise extended by mutual written agreement of the parties or -incorporated into a separate agreement. Without granting any right or license, -the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (v) -shall not apply with respect to all obligations after five (5) years following -the disclosure thereof or any information that the Receiving Party can document -(i) is or (through no improper action or inaction by the Receiving Party or any -agent, consultant or employee) becomes generally known to the public, (i) was in -its possession or the possession of an affiliate or consultant or known by it -prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to -it, an affiliate or a consultant by a third party without restriction, or (iv) -was independently developed without use of any Proprietary Information of the -Disclosing Party by employees of the Receiving Party who can be demonstrated to -have had no access to such information. The Receiving Party may make disclosures -required by court order provided the Receiving Party uses diligent efforts to -limit disclosure and to obtain confidential treatment or a protective order and -has allowed the Disclosing Party to participate in the proceeding. - - 2. Patent or Copyright Infringement. Nothing in this Agreement is - -------------------------------- -intended to grant any rights under any patent or copyright of the Disclosing -Party, nor shall this Agreement grant the Receiving Party any rights in or to -the Disclosing Party's Proprietary Information, except the limited right to -review such Proprietary Information solely for the purpose of evaluating a -possible business transaction. - - 3. Return of Materials. Immediately upon (i) the decision by either - ------------------- -party not to enter into a relationship as a result of the exchange of -information hereunder, or (ii) a request by the Disclosing Party at any time, -the Receiving Party will turn over to the Disclosing Party all Proprietary -Information of the Disclosing Party and all documents or media containing any -such Proprietary Information and any and all copies or extracts or derivatives -thereof to the extent it is requested by either party in writing, except that a -single copy may be retained for legal archival purposes, subject to protection -and non-disclosure in accordance with the term of this agreement. The Receiving -Party understands that nothing herein (i) requires the disclosure of any -Proprietary Information of the Disclosing Party, which shall be disclosed if at -all solely at the option of the Disclosing Party, or (ii) requires the -Disclosing Party to proceed with any proposed transaction or relationship in -connection with which Proprietary Information may be disclosed. - - 4. No Publicity. Except to the extent required by law, neither - ------------ -party shall disclose the existence or subject matter of the negotiations or -business relationship contemplated by this Agreement. - - 5. Securities Law Considerations. Each party is aware, and will - ----------------------------- -advise its employees, consultants and agents who are informed of the matters -that are the subject of this agreement, of the restrictions imposed by the -United States securities laws on the purchase and sale of securities by any -person who has received material, non-public information from the issuer of such -securities and on the communication of such information to any other person when -it is reasonably foreseeable that such other person is likely to purchase or -sell such securities in reliance upon such information. - - 2 - - - 6. Miscellaneous. The Receiving Party acknowledges and agrees that - ------------- -due to the unique nature of the Disclosing Party's Proprietary Information, -there can be no adequate remedy at law for any breach of its obligations -hereunder, that any such breach may allow the Receiving Party or third parties -to unfairly compete with the Disclosing Party resulting in irreparable harm to -the Disclosing Party, and therefore, that upon any such breach or any threat -thereof, the Disclosing Party may seek appropriate equitable relief (without the -need to post bond or other security) in addition to whatever remedies it might -have at law. The Receiving Party will notify the Disclosing Party in writing -immediately upon the occurrence of any such unauthorized release or other breach -of which it is aware. In the event that any of the provisions of this Agreement -shall be held by a court or other tribunal of competent jurisdiction to be to -any extent illegal, invalid or unenforceable, such provisions shall be limited -or eliminated to the minimum extent necessary so that this Agreement shall -otherwise remain in full force and effect. This Agreement shall be governed by -and construed in accordance with the laws of the State of California, without -regard to principles of conflicts of law. The parties agree that any dispute -regarding the interpretation or validity of this Agreement shall be subject to -the exclusive jurisdiction of the state and federal courts in and for the County -of San Diego, California, and each party hereby agrees to submit to the personal -and exclusive jurisdiction and venue of such courts. This Agreement supersedes -all prior discussions and writings and constitutes the entire agreement between -the parties with respect to the subject matter hereof. This Agreement may not -be amended except in an express writing signed by officers of both parties. No -waiver or modification of this Agreement will be binding upon either party -unless made in writing and signed by a duly authorized representative of such -party and no failure or delay in enforcing any right will be deemed a waiver. - - Each party warrants to the other that it is duly authorized to enter -into this Agreement and that the terms of this Agreement are not inconsistent -with any of its respective outstanding contractual obligations. The execution -and performance of this Agreement does not obligate the parties to enter into -any other agreement or to perform any obligations other than as specified -herein. - - IN WITNESS WHEREOF, the parties have executed this Agreement as of the -day and year set forth below. - -Date: 3-10-99 - ------------- - -COMBICHEM, INC., DUPONT PHARMACEUTICALS COMPANY, -a Delaware corporation a Delaware general partnership - - - -By: /s/ Vicente Anido, Jr. By: /s/ David S. Block - ------------------------- ----------------------- - Vicente Anido, Jr., Ph.D. David S. Block, M.D. - - -Its: President and Its: Vice President, Product Planning - Chief Executive Officer and Acquisition - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1006459_0000912057-97-027623_document_19.txt b/contract-nli/contract nli in txt/1006459_0000912057-97-027623_document_19.txt deleted file mode 100644 index 757a0acac4fac7a92d5662bed1eb9288e5a50e27..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1006459_0000912057-97-027623_document_19.txt +++ /dev/null @@ -1,1632 +0,0 @@ - - Exhibit 10.14 - - Agreement No.________ - - Non-Disclosure Agreement - -This Agreement is made between CELERITY SYSTEMS, INC., ("CELERITY") and UNISYS -Corporation - Federal Systems Division. ("UNISYS") and concerns the handling, -safeguarding and exchange of sensitive, proprietary or confidential information -(collectively "Proprietary Information"). It is agreed and understood that any -exchange of such Proprietary Information is expressly for the sole purpose of -CELERITY and UNISYS evaluating a possible business arrangement involving an -existing UNISYS contract with a federal government agency. - -1. For the purposes hereof, Proprietary Information shall be any documents, - materials or information that (i) is in tangible form and clearly marked as - being proprietary, confidential or sensitive and (ii) is received by one - party to this Agreement ("Recipient") from the other party to this - Agreement ("Transmitter"). - -2. The Recipient agrees to safeguard, protect and handle all Proprietary - Information made available under this Agreement with the same degree of - care and procedures as Recipient applies to its own confidential or - proprietary information. Without the written consent of the Transmitter, - the Recipient of Proprietary Information agrees (i) not to disclose, - disseminate, reproduce or otherwise distribute such information and - materials to any third party, except a governmental judicial authority's - issued order and (ii) not to use such information for any other purposes - beyond that expressly set forth in this Agreement. - -3. All Proprietary Information disclosed under this Agreement shall remain the - property of the Transmitter. It is agreed that the Recipient does not - obtain any title or license rights to the Proprietary Information furnished - under this Agreement. - -4. All Proprietary Information exchanged under this Agreement shall be - returned or destroyed in accordance with written instructions upon the - earlier of a written request from the Transmitter or termination of this - Agreement. Either party may terminate this Agreement, at any time, by - providing written notice to the receiving party. Termination of this - Agreement shall not be construed as relieving the Recipient of its - obligations to safeguard, protect and dispose of the Proprietary - Information as set forth in this Agreement. - -5. The Recipient's obligations to protect, safeguard and handle Proprietary - Information received hereunder shall not be binding if such Proprietary - Information (i) is in the public domain through no fault of the Recipient, - (ii) is known to the Recipient prior to disclosure hereunder, (iii) is - lawfully disclosed to Recipient by a third party. The Recipient's - obligations shall survive until the Proprietary Information has been - returned, destroyed in accordance with written instructions or covered by a - subsequent agreement between CELERITY and UNISYS for the contemplated - services. - -This represents the entire agreement of the parties relative to the subject -matter and shall be governed and construed under the laws of the Commonwealth of -Virginia. - -Accepted by: - -UNISYS Corporation CELERITY SYSTEMS, INC. - - -By: /s/ Dennis A. Chaloux By: /s/ William R. Chambers - ---------------------------------- ---------------------------- -Name: Dennis A. Chaloux Name: William R. Chambers - -------------------------- -Title: Sr. Subcontract Administrator Title: Vice President - ------------------------- -Date: 6/30/97 Date: 6/26/97 - - - SUBCONTRACT BETWEEN - - UNISYS CORPORATION - 8008 Westpark Drive - McLean, Virginia 22102 - AND - CELERITY SYSTEMS, INC. - 9051 Executive Park Drive, Suite 400 - Knoxville, Tennessee 37923 - -SUBCONTRACT NUMBER: 97-IW0324-CELERITY - -PRIME CONTRACT NUMBER: 263-96-D-0324 - -PERIOD OF PERFORMANCE: (Reference Section 2.0) - -SUBCONTRACT TYPE: Firm-Fixed-Price (FFP) - Time & Material (T&M) - Purchase Orders - -SUBCONTRACT AMOUNT: (Reference Section 1.0) - -PAYMENT TERMS: Payment shall be made - - upon receipt of proper - - invoice, Net (30) days - (Reference Section 13.) - -PRIORITY RATING: N/A - -SECURITY CLASSIFICATION: None - -UNISYS SUBCONTRACT ADMINISTRATOR: Dennis A. Chaloux - - - TABLE OF CONTENTS - -ARTICLE PAGE - -1.0 Supplies/Services and Prices..........................................3 -2.0 Period of Performance.................................................5 -3.0 Packaging Labeling and Shipping.......................................5 - - 4.0 Inspection and Acceptance - 5.0 Assignment - 6.0 Changes - 7.0 Disputes Involving the Government - -8.0 Binding Arbitration...................................................6 - - 9.0 Delays - 10. Default - 11. Notices - 12. Invoices/Payments - -13. Patent Indemnity......................................................7 - - 14. Risk of Loss - 15. Termination - -16. Title.................................................................8 - - 17. Warranty - 18. Limitation of Liability - 19. Compliance With Laws - -20. Relationship of the Parties..........................................12 - - 21. Indemnification - 22. Limitation of Obligation - 23. Release of News Information - 24. Non-Waiver Rights - -25. Representations and Certifications...................................13 - - 26. Ethical Conduct - 27. Severability - 28. Applicable State Law - 29. Attachments/Exhibits - 30. Statement of Work - -31. Complete Agreement...................................................14 - - - 2 - - - RECITALS - - This Agreement is entered into by and between Unisys Corporation, -Federal Systems Division, a Delaware corporation, with its principal offices -located at 8008 Westpark Drive, McLean, Virginia 22102 (hereinafter referred to -as the "BUYER"), and Celerity Systems, Inc. (hereinafter referred to as the -"SELLER") with offices located at 9051 Executive Park Drive, Suite 400, -Knoxville, Tennessee 37923. - - WlTNESSETH THAT - - In consideration of mutual promises, covenants, and agreements herein -set forth, the Parties agree that the SELLER shall furnish and deliver to the -BUYER all of the supplies, and perform all of the services set forth herein, for -the consideration stated therein. The rights and obligations of the Parties to -this Agreement shall be subject to and governed by the terms of this Agreement -and other documents or specifications attached hereto or Referenced herein. - - This Agreement shall not be varied in its terms or conditions by any -oral Agreement or representation, or otherwise than by an instrument in writing, -unless executed by both SELLER and BUYER. - - The section titles used herein are for convenience only and shall in no -way be construed as part of this Subcontract or as an indication of the meaning -of the particular section. - -1.0 SUPPLIES/SERVICES AND PRICES - - SELLER shall provide the necessary personnel and facilities to furnish -the supplies/services as determined by or specified in individual Purchase -Orders issued to the SELLER by the BUYER. All purchase orders shall be issued -pursuant to and in accordance with this Agreement. Prices set forth in this -Agreement include taxes, duties, similar charges and include shipping charges. -All charges for deliveries to the Washington, D.C. Metropolitan Area are -included in the item prices. Transportation charges for deliveries outside the -Washington, D.C., Metropolitan Area will be negotiated on an individual Purchase -Order basis. - -Unless otherwise provided in writing by the Subcontract Administrator, the costs -of the following items or activities shall be unallowable as a direct cost: - - 1. Special rearrangement or alteration of facilities - - 2. Purchase or lease of any item of general purpose office furniture, - office equipment or FIP equipment regardless of dollar value. (General - purpose equipment is defined as any items of personal property which - are usable for purposes other than research, such as office equipment - and furnishings, pocket calculators, etc.); - - 3. Travel to attend meetings unless specified in the purchase order - issued by the Unisys Subcontract Administrator - - 4. Capitalized nonexpendable equipment (defined as having an - acquisition cost of $1,000 or more and a life expectancy of more than - two years). - - - 3 - - - 5. Travel Costs unless specified in the specific Purchase Order. When -authorized, expenditures for domestic travel (transportation, lodging, -subsistence, and incidental expenses) incurred in direct performance of the -resultant subcontract shall be subject to the provisions of Section 24 of Public -Law 99-234 which amends the Office of Federal Procurement Policy Act to provide -that Subcontractor costs for travel, including lodging, other subsistence, and -incidental expenses, shall be allowable only to the extent that they do not -exceed the amount allowed for federal employees. The Subcontractor, therefore, -shall invoice and be reimbursed for all Travel costs in accordance with -guidelines published in the Federal Register, Vol. 58, No. 42, Friday March 5, -1993. - - 6. Postage shall be unallowable unless specifically stated in the -Purchase Order. - - 7. If appropriate, any and all Other Direct Costs (ODC's) shall be -specified in the individual Purchase Orders. - - TRAVEL AND PER DIEM - - (a) Outside the Washington, D.C. Metropolitan Area: - - Travel by air will be reimbursed at actual not to exceed coach fare. - Travel subsistence reimbursement will be authorized under the rates and - conditions of the Federal Travel Regulations and if applicable, an - Agency's Department Travel Manual. Per Diem will be reimbursed at - actual, not to exceed the Per Diem rates set forth in Federal Property - Management Regulations (FPMR) 41 CFR Chapter 101, Chapter 7, GSA - Bulletin FPMR A-40 Supplement (in effect at time of travel). Travel of - more than 10 hours, but less than 24 hours, when no lodging is - required, Per Diem shall be one-half of the Meals and Incidental - Expenses (M&IE) rate prescribed for the location where the majority of - the time is spent performing official business. The Per Diem allowance - shall not be allowed when the period of official travel is 10 hours or - less during the same calendar day. Travel by privately owned vehicle - will be reimbursed at the current GSA approved mileage rate. If the - Subcontractor incurs travel costs in excess of the amount show in each - Purchase Order, it is at its own expense. - - (b) Inside the Washington, D.C. Metropolitan Area: - - (1) Travel will be reimbursed based on the policies stated in - paragraph (a) above. - - (2) Normal commuting expenses are not allowed. - - (c) Travel will be reimbursed on a cost basis only. Any burden added - to the travel costs will be allowed only as defined in the - Subcontractor's standard accounting practice or disclosure statement. - -The prices for the supplies/services to be provided by the SELLER are as -follows: - -CLIN SUPPLIES/SERVICES QTY. UNIT PRICE NET PRICE ----- ----------------- ---- ---------- --------- - -**To be determined on an individual Purchase Order Proposal Basis.** - - - 4 - - -2.0 PERIOD OF PERFORMANCE - - The term of this Agreement shall be from the date of execution through -14 August 1997. The Agreement term may be extended four (4) additional -twelve-month periods upon the BUYER's prior written notice of each such -twelve-month extension period; provided, however, that this Agreement is not -otherwise terminated pursuant to the Termination clause herein. - -3.0 PACKAGING LABELING AND SHIPPING - - BUYER shall provide SELLER with packaging, labeling and shipping -instructions with each purchase order issued pursuant to this Agreement. SELLER -agrees to ship products ordered by BUYER in accordance with such instructions. - -4.0 INSPECTION AND ACCEPTANCE - - SELLER shall only tender for acceptance those items that conform to the -requirements of this Agreement. Unisys reserves the right to inspect or test any -supplies or services that have been tendered for acceptance. Unisys may require -repair or replacement of nonconforming supplies or reperformance of -nonperforming services at no additional cost. Unisys agrees to exercise its post -acceptance rights (1) within a reasonable time after the defect was discovered -or should have been discovered; and (2) before any substantial change occurs in -the condition of the item, unless the change is due to the defect in the item. - -The Unisys approving and accepting authority for inspection and acceptance of -CLIN's will be the Program Manager or his designated representative. The Program -Manager's designated representative will be identified on each individual P.O. -issued pursuant to any resulting subcontract agreement. - -Unless advised otherwise in individual Purchase Orders, inspection and -acceptance of all CLIN's hereunder shall take place at the Government -installation site. The installation site location shall be set forth in -individual Purchase Orders. - -5.0 ASSIGNMENT - - SELLER may assign it's rights to be paid amounts due as a result of -performance under this contract, to a bank, trust company or other financing -institution, including any Federal lending agency in accordance with the -Assignment of Claims Act (31 U.S.C. 3727) - -6.0 CHANGES - - Changes in the terms and condition of this Agreement may be made only -by written agreement of the parties hereto. - -7.0 DISPUTES INVOLVING THE GOVERNMENT - - This Agreement is subject to the Contract Disputes Act of 1978, as -amended (41 U.S.C. 601-613). Failure of the parties to reach agreement on any -request for equitable adjustment, claim, appeal or action arising under or -relating to this Agreement shall be a dispute to be resolved in accordance with -the clause at FAR 52.233-1 Disputes, which is incorporated herein by reference. -SELLER shall proceed diligently with performance of this Agreement, pending -final resolution of any dispute arising under this Agreement. - - - 5 - - -Any decision on appeal, or any other decision of the Government under the Prime -Contract which cannot be appealed under the "Disputes" clause of the Prime -Contract, if binding on the BUYER shall also bind the SELLER to the extent that -it relates to this Agreement, provided the BUYER shall have promptly notified -the SELLER of such decision and, if requested by SELLER, shall have brought suit -or filed claim, as appropriate against the Government. A final judgment in any -such suit or final disposition of such claim shall be conclusive upon the BUYER -and the SELLER. - -For any action brought by the BUYER on behalf of the SELLER pursuant to this -clause, the SELLER agrees to indemnify and hold the BUYER harmless from all -costs and expenses incurred by the BUYER in prosecuting any such appeal -initiated by the BUYER at the Seller's request. All costs and expenses incurred -by the BUYER shall be paid by the SELLER and shall not be reimbursed or -compensable as a cost under the Agreement, unless recovered by the BUYER under -the Prime Contract or as part of an award of damages to the BUYER based on such -a claim. - -8.0 BINDING ARBITRATION - - Any dispute or controversy between the BUYER and SELLER which concerns -only the BUYER and the SELLER or which does not involve a final decision of the -Government Contracting Officer, and which cannot be resolved by mutual agreement -of the parties hereto, shall be settled by arbitration in accordance with the -commercial rules then in effect of the American Arbitration Association. The -place of such arbitration shall be Washington, D.C. Each party shall select one -arbitrator and the two arbitrators so selected shall select the third -arbitrator. The arbitrators shall be knowledgeable in Government procurement -matters related to the types of supplies and services provided pursuant to this -Agreement. The arbitration decision and award shall be binding on the parties, -and judgment thereon may be entered in any court of competent jurisdiction. - -9.0 DELAYS - - SELLER shall be liable for default unless nonperformance is caused by -an occurrence beyond the reasonable control of the SELLER and without its fault -or negligence. SELLER shall notify the BUYER in writing as soon as it is -reasonably possible after the commencement of any excusable delay, setting forth -the full particulars in connection therewith, shall remedy such occurrence with -all reasonable dispatch, and shall promptly give written notice to the BUYER of -the cessation of such occurrence. - -10. DEFAULT - - If either party hereto fails to perform an obligation under this -Agreement, the other party, may issue a default termination letter to the party -in default of an obligation under this Agreement to cure the default condition. -If the default condition is not remedied within ten (10) calendar days from the -day of receipt of such letter, the issuer of the default termination letter may -the without the necessity of any further notice, discontinue performance and -terminate this Agreement for default and pursue any other remedies available at -law or in equity. Any failure to exercise rights under this Article shall not -constitute a waiver of any past, present or future right or remedy. - -11. NOTICES - - All correspondence or notifications required under this Agreement shall -be addressed as follows: - -UNISYS Corporation Celerity Systems, Inc. - - - 6 - - -Attention: Dennis A. Chaloux -8008 Westpark Drive, Mail Stop W5A12 -McLean, Virginia 22102 -Phone: (703) 556-5578 Fax: (703) 556-5283 - -Attention: Bill Chambers -9051 Executive Park Drive, Suite 400 -Knoxville, Tennessee 37923 -Phone: (423) 539-5300 Fax: (423) 539-5390 - -12. INVOICES/PAYMENTS - - SELLER shall submit an original invoice and two (2) copies to: - - UNISYS Corporation - Attention: Frederick W. Garner III - 8008 Westpark Drive, Mail Stop W5F39 - McLean, Virginia 22102 - -SELLER's invoice must include: - - (l) Name and address of the SELLER, - - (2) Invoice Date - - (3) Prime Contract Number, contract line item number and purchase - order number - - (4) Description, quantity, unit of measure, unit price and extended - price of the items delivered. - - (5) Shipping number and date of shipment including the bill of lading - number and weight of shipment. Shipping charges shall be itemized - separately. - - (6) Terms of any prompt payment discount if offered. - - (7) Name and address of official to whom payment is to be sent; and - - (8) Name, title and phone number of person to be notified in event of - defective invoice. - - SELLER shall submit invoices for payment for the Products and Services -accepted under this Agreement. Invoices for Products and Services may be -submitted after the date of delivery of such Products and/or Services to the -F.O.B. destination site. Upon receipt of a proper invoice, BUYER agrees to pay -SELLER for accepted Products and Services net forty-five (45) days. - -13. PATENT INDEMNITY - - SELLER agrees to indemnify BUYER, the United States Government and -their respective officers, employees and agents against liability, including -costs, for actual or alleged direct or contributory infringement of, or -inducement to infringe, any United States or foreign patent, trademark or -copyright, arising out of performance under this Agreement. - -14. RISK OF LOSS - - Unless the Agreement specifically provides otherwise, risk of loss of -damage to the supplies - - - 7 - - -provided hereunder shall remain with the SELLER until, and shall pass to the -BUYER upon; (1) delivery of the supplies to a carrier, if transportation is -f.o.b. origin; or (2) delivery of the supplies to the BUYER at the destination -specified in the Purchase Order, if transportation is f.o.b. destination. - -15. TERMINATION - -(a ) Insolvency Termination - Unless otherwise waived by BUYER in writing, this -Agreement shall automatically terminate if SELLER(i) becomes insolvent, (ii) -suffers the appointment of receiver or trustee to manage its business -operations, (iii) attempts an assignment or transfer of this Agreement or any -rights conferred under this Agreement without BUYER's consent, (iv) commences -any bankruptcy, reorganization or liquidation action or (v) admits in writing -that it is unable to perform its obligations under this Agreement. - -(b ) Government Contract Termination - In the event the Government Agency (i) -terminates the Government Contract, (ii) fails to renew or continue the -Government Contract, (iii) directs or requests that UNISYS remove or cease use -of Government Contract line items that are associated with the products and -services covered by this Agreement or (iv) restructures or changes the -requirements and/or substance of the Government Contract in a manner that serves -to either generally or specifically eliminate the requirement for the products -and services set forth in this Agreement, UNISYS may terminate this Agreement, -in whole or in part with written notice to SELLER. In the event of any such -termination, UNISYS shall not be liable to SELLER beyond payment for products -and services ordered and received by UNISYS or the Government Agency, as -applicable, prior to the effective termination date. - -(c.) Ethics Non-Compliance Termination - This Agreement may be terminated by -UNISYS with written notice if SELLER or an affiliated company is determined to -be in violation of federal law, executive order, judicial order or the ethical -provisions of Article 27 (Ethical Conduct) of this Agreement. - -(d.) Termination Affects - Termination of this Agreement applies to business -arrangement between SELLER and BUYER whereby covered products and services may -be ordered by BUYER from SELLER. Any termination of this Agreement does not -affect any granted software license rights which shall survive any such -termination. - -16. TITLE - - Unless specified elsewhere in this Agreement or individual Purchase -Orders issued hereunder, title to items furnished under this Agreement shall -pass to the BUYER upon acceptance, regardless of when or where BUYER takes -physical possession. - -17. WARRANTY - - SELLER warrants and implies that the items delivered hereunder are -merchantable and fit for use for the particular purpose described in this -Agreement. - -18. LIMITATION OF LIABILITY - - Except as otherwise provided by an express or implied warranty, SELLER -will not be liable to BUYER for consequential, incidental, special, punitive, -exemplary or similar damages resulting from any defect or deficiencies in -accepted items. In no event shall BUYER be liable to SELLER, or any third party -to this Agreement, for any consequential, incidental, special, punitive, loss of -profit or revenue, exemplary - - - 8 - - -or similar damages incurred or suffered, regardless of any notification of the -possibility of such damages. - -19. COMPLIANCE WITH LAWS - - SELLER agrees to comply with all applicable Federal, State and local -laws, executive orders, rules and regulations applicable to its performance -under this Agreement. SELLER agrees to comply with the following Federal -Acquisition Regulation clauses, which shall be deemed incorporated by reference: - -The following clauses, as amended and modified below, are applicable to this -order/subcontract. Without limiting any other provisions of the -order/subcontract, the clauses are incorporated by reference into this -order/subcontract with the same force and effect as though set forth in full -text. The dates of the clauses incorporated by reference are the same as the -corresponding clause in the prime contract or higher tier subcontract. The -following definitions shall apply to this order/subcontract except as otherwise -specifically provided. - - "BUYER" - Means legal entity issuing this Order/Subcontract. - - "CONTRACTING OFFICER" - Means Buyer's authorized representative who - signed this Order/Subcontract or is identified elsewhere in this - Order/Subcontract and will mean Contracting Officer, whenever - appropriate, where indicated elsewhere in these terms and conditions. - - "CONTRACTOR" - Means Seller. - - "SELLER" - Means legal entity which contracts with the Buyer. - - "CONTRACT" or "SCHEDULE" - Means this Order Subcontract. - - "SUBCONTRACTOR" - Means Seller's subcontractors. - - "GOVERNMENT" - Means Buyer and will mean Government, whenever - appropriate, where indicated elsewhere in these terms and conditions. - - CLAUSE TITLE - ------ ----- - - 52.202-1 DEFINITIONS (OCT 1995) - 52.203-3 GRATUITIES (APR 1995) - 52.203-5 COVENANT AGAINST CONTINGENT FEE (APR 1984) - 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE - GOVERNMENT (JUL 1995) - 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995) - 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER - ACTIVITY (SEP 1990) - 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL - TRANSACTIONS - (JAN 1990) - 52.203-13 PROCUREMENT INTEGRITY -- SERVICE CONTRACTING - (APR 1984) - 52.204-2 SECURITY REQUIREMENTS (APR 1984) - 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN - - - 9 - - - SUBCONTRACTING WITH CONTRACTORS DEBARRED, - SUSPENDED, OR PROPOSED FOR DEBARMENT - (JUL 1995) - 52.210-5 NEW MATERIAL (APR 1984) - 52.210-7 USED OR RECONDITIONED MATERIAL, RESIDUAL INVENTORY, AND - FORMER GOVERNMENT SURPLUS PROPERTY (APR 1984) - 52.212-13 STOP-WORK ORDER (AUG 1989) - 52.212-15 GOVERNMENT DELAY (AUG 1984) - 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (FEB 1993) - 52.215-2 AUDIT AND RECORDS - NEGOTIATION (OCT 1995) - 52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT - 1995) - 52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - - MODIFICATIONS (DEC 1994) - 52.215-24 SUBCONTRACTOR COST OR PRICING DATA (OCT 1995) - 52.215-26 INTEGRITY OF UNIT PRICES (OCT 1995) - 52.215-27 TERMINATION OF DEFINED BENEFIT PENSION PLANS (MAR 1996) - 52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY (SEP 1987) - 52.215-33 ORDER OF PRECEDENCE (JAN 1986) - 52.215-39 REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT - BENEFITS OTHER THAN PENSIONS (MAR 1996) - 52.215-40 NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995) - 52.215-42 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION - OTHER THAN COST OR PRICING DATA MODIFICATIONS (OCT 1995) - 52.216-22 INDEFINITE QUANTITY (APR 1984) - 52.219-8 UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED - SMALL BUSINESS CONCERNS (OCT 1995) - 52.219-9 SMALL, SMALL DISADVANTAGED, AND WOMEN-OWNED SMALL - BUSINESS SUBCONTRACTING PLAN (OCT 1995) - 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) - 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (APR 1984) - 52.222-3 CONVICT LABOR (APR 1984) - 52.222-20 WALSH-HEALY PUBLIC CONTRACTS ACT (APR 1984) - 52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW (APR - 1984) CLAUSE TITLE - - CLAUSE TITLE - ------ ----- - - 52.222-26 EQUAL OPPORTUNITY (APR 1984) - 52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS - (OVER $ 1,000,000) (APR 1984) - 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA - VETERANS (APR 1984) - 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) - - - 10 - - - 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND - VETERANS OF THE VIETNAM ERA (JAN 1988) - 52.223-2 CLEAN AIR AND WATER (OVER $ 100,000) (APR 1984) - 52.223-6 DRUG FREE WORKPLACE (JUL 1990) - 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (OCT 1995) - 52.225-3 BUY-AMERICAN ACT - SUPPLIES (JAN 1994) - 52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992) - 52.227-1 AUTHORIZATION AND CONSENT (OVER $50,000) (JUL 1995) - 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT - INFRINGEMENT (OVER $100,000) (APR 1984) - 52.227-3 PATENT INDEMNITY (APR 1984) - 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (OVER $ 100,000) - (JAN 1991) - 52.229-5 TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO - RICO (APR 1984) - 52.232-1 PAYMENTS (APR 1984) - 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR - CONTRACTS (APR 1984) - 52.232-8 DISCOUNTS FOR PROMPT PAYMENT (APR 1989) - 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984) - 52.232-11 EXTRAS (APR 1984) - 52.232-17 INTEREST (OVER $100,000) (JAN 1991) - 52.232-25 PROMPT PAYMENT (MAR 1994) - 52.232-28 ELECTRONIC FUNDS TRANSFER PAYMENT METHODS (APR 1989) - 52.233-1 DISPUTES (OCT 1995) - 52.233-3 PROTEST AFTER AWARD (OCT 1995) - 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND - VEGETATION (APR 1984) - 52.242-13 BANKRUPTCY (OVER $100,000) (JUL 1995) - 52.243-1 CHANGES - FIXED PRICE (AUG 1987) - 52.243-3 CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS (AUG 1987) - 52.244-1 SUBCONTRACTS (FIXED PRICE CONTRACTS) (FEB 1995) - 52.244-3 SUBCONTRACTS (TIME-AND-MATERIALS AND LABOR-HOUR - CONTRACTS) (APR 1985) - 52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEC 1989) - 52.246-2 INSPECTION OF SUPPLIES -- FIXED PRICE (JUL 1985) - 52.246-4 INSPECTION OF SERVICES --FIXED PRICE (FEB 1992) - 52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984) - 52.246-25 LIMITATION OF LIABILITY - SERVICES (APR 1984) - S2.247-3S FOB DESTINATION WITHIN CONSIGNEE'S PREMISES (APR 1984) - 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT - (FIXED-PRICE) (APR 1984) - 52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) - (FIXED-PRICE) (APR 1984) - 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (OVER $100,000) - (APR 1984) - 52.253-1 COMPUTER GENERATED FORMS (JAN 1991) - - - 11 - - -1-2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION (HSAR) (48 CFR CHAPTER -3) CLAUSES. - -CLAUSE TITLE ------- ----- -352.202-1 DEFINITIONS (APR 1984) -352.232-9 WITHHOLDING OF CONTRACT PAYMENTS (APR 1984) -352.270-4 PRICING OF ADJUSTMENTS (APR 1984) -352.270-6 PUBLICATION AND PUBLICITY (JUL 1991) -352.270-7 PAPERWORK REDUCTION ACT (APR 1984) - -20. RELATIONSHIP OF THE PARTIES - - The relationship of the parties to this Agreement is that of a prime -contractor and a subcontractor, and nothing herein shall be deemed or construed -to create a joint venture, partnership or agency relationship between the -parties for any purpose. It is further understood that each party is an -independent contractor and as such shall have no authority to bind or commit the -other. - - SELLER is expressly prohibited from communicating with Government -personnel with respect to any aspect of the Project under this Agreement without -the prior consent of the BUYER, or as otherwise agreed by the parties. Any -authorized communications between SELLER's personnel and Government personnel -shall be conducted in the presence of the BUYER's Project Manager or other -authorized representative unless otherwise agreed by the parties. - -21. INDEMNIFICATION - - The employees of SELLER and the BUYER engaged in performance under this -Agreement shall at all times be deemed to be performing as independent -contractors and not as agents or employees of the other and the acts and -omission of such employees shall be deemed to be those of their respective -employers. SELLER shall indemnify and hold harmless the BUYER and its employees -from and against any and all losses, claims, demands, judgments, costs, and -expenses, of every nature and kind, arising out of or incidental to, or in any -way resulting from the acts or omission of SELLER or SELLER's employees while -acting within the scope of their employment. - -22. LIMITATION OF OBLIGATION - - Nothing contained herein shall be deemed as obligating the BUYER to -order any of the services described herein; however, when and if services are -ordered by BUYER hereunder, such orders shall be subject to the terms and -conditions of this Agreement. - -23. RELEASE OF NEWS INFORMATION - - In the event the SELLER desires to issue a news release, public -announcement, advertisement, or other form of publicity concerning their efforts -in connection with this Agreement, then the SELLER, shall obtain the written -approval of the BUYER prior to the release of said information and shall give -full consideration to the role and contribution of the BUYER. Written approval -shall not be unreasonably withheld by BUYER and shall be in accordance with the -requirements of the Prime Contract. - -24. NON-WAIVER OF RIGHTS - - - 12 - - - The failure of BUYER to insist upon strict performance of the terms and -conditions of this Agreement or to exercise any rights or remedies, shall not be -construed as a waiver of its rights to assert any of same rights or to rely on -any such terms or conditions at any time thereafter. - -25. REPRESENTATIONS AND CERTIFICATIONS - - All representations and certifications which have been submitted to the -BUYER in connection with the award of this Agreement are incorporated herein and -made a part hereof and such have been relied upon by the BUYER in issuing this -Agreement. SELLER agrees to promptly advise the BUYER should there be any change -in status with respect to the matters covered by such representations and -certifications. - -26. ETHICAL CONDUCT - - SELLER agrees not to engage in any association, activity, work or -undertaking which constitutes an unethical action, business operation or conduct -in the furtherance of SELLER's production, distribution, marketing and sale of -the products and services covered by this Agreement. SELLER shall promptly -notify BUYER in writing, in the event (i) SELLER, SELLER's parent company or any -company affiliated with SELLER or its parent company is debarred, suspended, -proposed for debarment or suspension, or otherwise excluded from federal -procurement and nonprocurement programs (ii) operation of segregated facilities, -(iii) use of gratuities, kickback arrangements or bribes with federal agencies -or officials or (iv) noncompliance with federal laws, executive orders, judicial -orders or federal regulations concerning affirmative action or equal employment -opportunity. - -27. SEVERABILITY - - If any term or provision of this Agreement shall be found by a court of -competent jurisdiction to be illegal or otherwise unenforceable, the same shall -not invalidate the whole of this Agreement, but such term or provision shall be -deemed modified to the extent necessary in the court's opinion to render such -term or provision enforceable, and the rights and obligations of the parties -shall be construed and enforced accordingly, preserving to the fullest -permissible extent the intent and agreements of the parties herein set forth. - -28. APPLICABLE STATE LAW - - This Agreement shall be deemed to have been entered into in the -Commonwealth of Virginia, United States of America, and shall for all purposes, -be governed by and construed under the laws thereof regardless of where any -court action or legal proceeding is brought in connection with this Agreement. - -29. ATTACHMENTS/EXHIBITS - - The exhibits and attachments referred to in this Agreement are -incorporated by reference and made a part of this Agreement. This Agreement and -the exhibits and attachments hereto set forth the entire agreement between the -parties. - -Attachment A- Special Subcontract Flow-Down Provisions -Attachment B - Representations and Certifications - - - 13 - - -30. STATEMENT OF WORK - - SELLER shall provide the necessary personnel, material and facilities -to deliver to the BUYER the supplies and services set forth in each Purchase -Order. The individual Purchase Order(s) shall have a Statement of Work -(Attachment C) which will give the SELLER guidance to the scope of work where -support is being requested. SELLER services shall be ordered pursuant to -Purchase Order(s) issued by the BUYER, and all such services shall be performed -in accordance with the specific terms and conditions of each Purchase Order. - - A. Work will be performed under this Subcontract only in - pursuance of written Purchase Orders approved by the BUYER's - Subcontract Administrator. - - B. SELLER's proposed pricing shall be in accordance with - Sections B, D, and G of this subcontract. The agreement of - the parties as to the labor mix to be used and other - allowable direct costs shall also be incorporated into the - Purchase Order. - - C. If the SELLER disputes the Purchase Order as issued, it - shall notify the BUYER's Subcontract Administrator in - writing within five (5) working days. Notwithstanding this - notification, me SELLER shall commence work, without delay, - to provide the services and deliverables as ordered. - -31. COMPLETE AGREEMENT - - This Agreement contains the entire agreement between the parties hereto -with respect to the matters covered herein. No other agreements, -representations, warranties or other matters, oral or written, shall be deemed -to bind the parties hereto with respect to the subject matter hereof. Any -changes or amendments to this Agreement may be made only in writing and signed -by the parties to be bound thereby. - -IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their -officers "hereunto duly authorized as of the date first written above. - -UNISYS CORPORATION CELERITY SYSTEMS, INC. - - -BY: BY: - --------------------------------- ----------------------------- - -TYPED NAME: Dennis A. Chaloux TYPED NAME: William Chambers - -TITLE: Sr. Subcontract Administrator TITLE: Vice President - Business Development - -DATE: DATE: - ------------------------------- --------------------------- - - - 14 - - - ATTACHMENT A - -H.1 ORDERING PROVISION - -The following ordering procedures shall apply to all Purchase Orders issued -under any resultant Subcontract. Any supplies and/or services to be furnished -under any resulting Subcontract will be ordered by issuance of a written -Purchase Order. Purchase Orders shall be issued in accordance with the terms and -conditions of the Subcontract Agreement. - -H.2 PROCUREMENT INTEGRITY - SPECIAL PROVISIONS ON EACH PURCHASE ORDER - -All Subcontractor personnel who will be personally and substantially involved in -the performance of any Purchase Order issued under this contract which requires -the Subcontractor to act on behalf of, or provide advice with respect to any -phase of an agency procurement, as defined in FAR 3.104-4, shall execute and -submit a "Employee/Contractor Non-Disclosure Agreement" Form (See Attachment in -Section J). This is required prior to the commencement of any work on such -Purchase Order and whenever replacement personnel are proposed under an ongoing -Purchase Order. - -H.3 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE - -The Government observes the following listed days as holidays: - -New Years Day -Martin Luther King's Birthday -President's Day -Memorial Day -Independence Day -Labor Day -Columbus Day -Veteran's Day -Thanksgiving Day -Christmas - -In addition to the days designated as holidays, the Government observes the -following days: - -Any other day designated by Federal Statute -Any other day designated by Executive Order -Any other day designated by the President's Proclamation - -It is understood and agreed between the parties that the observance of such days -by Government personnel shall not be a reason for an additional period of -performance, or entitlement of compensation except as set forth within the -Subcontract Agreement. No form of holiday or other premium compensation will be -reimbursed either as a direct or indirect cost, other than normal compensation -for time worked. - -H.4 INSURANCE - -The Subcontractor shall secure, pay the premiums for and keep in force until the -expiration of the - - - 15 - - -resulting Subcontract, and any renewal thereof, adequate insurance as provided -below, such insurance to specifically include liability assumed by the -Subcontractor under this contract. - - a. Workman's Compensation insurance as required by law of the - State. - - b. Comprehensive bodily injury liability insurance with limits of - not less than $500,000 for each accident - - c. Property damage liability with a limit of not less than - $100,000 for each accident. - - d. Automotive bodily injury liability insurance with limits of - not less than $200,000 for each person and $500,000 for each - accident, and property damage liability insurance, with a limit - of not less than $40,000 for each accident. - -Each policy of insurance shall contain an endorsement that any cancellation or -material change in the coverage adversely affecting the Government's interest -shall not be effective unless the insurer or the Subcontractor gives written -notice of cancellation or change, as required by the Subcontract Administrator. -When the coverage is provided by self-insurance, the Subcontractor shall not -change or decrease the coverage without the Subcontract Administrator's prior -approval. - -A certificate of each policy of insurance shall be furnished to the Subcontract -Administrator within ten (10) days after notice of award certifying, among other -things, that the policy contains the aforementioned endorsement. The insurance -company providing the above insurance shall be satisfactory to the Government. -Notice of policy changes shall be furnished to the Subcontract Administrator. -The substance of this clause shall be made to flow down to any lower tier -subcontractors. - -H.5 IDENTIFICATION OF CONTRACTOR EMPLOYEES - - During the period of any resulting subcontract, the rights of ingress -and egress to and from any office for subcontractor representatives shall be -made available as required. All Subcontractor employees whose duties under the -resulting subcontract requires their presence at any Government facility shall -be clearly identifiable by a distinctive badge furnished by the Government. In -addition, corporate identification badges will be worn on the outer garment at -all times. The obtaining of the corporate identification badge is the sole -responsibility of the subcontractor. All prescribed information shall -immediately be delivered to the Government Security Office for cancellation or -disposition upon the termination of the employment of any subcontractor -personnel. All on-site subcontractor personnel shall abide by security -regulations, applicable to that site. - -H.6 GOVERNMENT FURNISHED ITEMS - - All Government furnished items will be identified in the appropriate -Purchase Order. If any given Purchase Order issued under this contract requires -work to be performed on the Government's site, the Government will provide -office work space, office automation equipment and furniture for Subcontractor -personnel. - -H.7 NON-PERSONAL SERVICES - - - 16 - - - (a) As stated in the Federal Register, Volume 57, No. 190, page 45096, -dated September 30, 1992, Policy Letter on Inherently Governmental Functions, no -personal services shall be performed under this contract. No Subcontractor -employee will be directly supervised by the Government. All individual employee -assignments, and daily work direction, shall be given by the applicable employee -supervisor. If the Subcontractor believes any Government action or communication -has been given that would create a personal services relationship between the -Government and any Subcontractor employee, the Subcontractor shall promptly -notify the Subcontract Administrator of this communication or action. - - (b) The Subcontractor shall not perform any inherently Governmental -actions under this subcontract. No Subcontractor employee shall hold him or -herself out to be a Government employee, agent, or representative. No -Subcontractor employee shall state orally or in writing at any time that he or -she is acting on behalf of the Government. In all communications with third -parties in connection with this subcontract, Subcontractor employees shall -identify themselves as Subcontractor employees and specify the name of the -company for which they work. - - (c) The Subcontractor shall insure that all of its employees working on -this subcontract are informed of the substance of this clause. Nothing in this -clause shall limit Unisys' rights in any way under any other provision of the -Subcontract, including those related to Unisys' right to inspect and accept the -services to be performed under this subcontract. The substance of this clause -shall be included in all subcontracts at any tier. - -H.8 ORGANIZATIONAL CONFLICTS OF INTEREST - - (a) The Subcontractor warrants that, to the best of the Subcontractor's -knowledge and belief, there are no relevant facts or circumstances which could -give rise to an organizational conflict of interest (OCI), as defined in FAR -9.5, Organizational and Consultants Conflicts of Interest, or that the -Subcontractor has disclosed all such relevant information. - - (b) The Subcontractor agrees that if an actual or potential OCI is -discovered after award, the Subcontractor shall make a full disclosure in -writing to the Subcontract Administrator. This disclosure shall include a -description of actions which the Subcontractor has taken or proposes to take, -after consultation with the Subcontract Administrator, to avoid, mitigate, or -neutralize the actual or potential conflict. - - (c) The Subcontract Administrator may terminate this contract for -convenience, in whole or in part, if it deems such termination necessary to -avoid OCI. If the Subcontractor was aware of a potential OCI prior to award or -discovered an actual or potential conflict after award and did not disclose or -misrepresented relevant information to the Subcontract Administrator, Unisys may -terminate the contract for default, advise the Government Contract Office, or -pursue other remedies as may be permitted by law or this contract. - - (d) The Subcontractor shall include this clause in all subcontracts - and in lower tier subcontracts unless a waiver is requested from, and - granted by, the Subcontract Administrator. - - (e) In the event that a Purchase Order is issued to the Subcontractor - that would require activity that would create a potential conflict of - interest, the Subcontractor shall: - - (1) Notify the Subcontract Administrator of a potential conflict, - and; - - - 17 - - - (2) Recommend to the Subcontract Administrator an alternate - tasking approach which would avoid the potential conflict, or - - (3) Present for approval a conflict of interest mitigation plan - that will: - - - 18 - - - (a) Describe in detail the Purchase Order requirement that - creates the potential conflict of interest; and - - (b) Outline in detail the actions to be taken by the - Subcontractor or Unisys in the performance of the task to - mitigate the conflict, division of subcontractor effort, and - limited access to information, or other acceptable means. - - (4) The Subcontractor shall not commence work on a Purchase Order - related to a potential conflict of interest until specifically - notified by the Subcontract Administrator to proceed. - - (5) If the Subcontract Administrator determines that it is in the - best interest of the Government to issue a Purchase Order, - notwithstanding a conflict of interest, a request for waiver - shall be submitted in accordance with FAR 9.503. - - - 19 - - - ATTACHMENT B - REPRESENTATIONS AND CERTIFICATIONS - -TAXPAYER IDENTIFICATION -(FAR 52.204-3) (MAR 1994) - - (a) Definitions. - - "Common parent" as used in this solicitation provision, means that -corporate entity that owns or controls an affiliated group of corporations that -files its Federal income tax returns on a consolidated basis, and of which the -offeror is a member. - - "Corporate status" as used in this solicitation provision, means a -designation as to whether the offeror is a corporate entity, an unincorporated -entity (e.g., sole proprietorship or partnership), or a corporation providing -medical and health care services. - - "Taxpayer Identification Number (TIN)" as used in this solicitation -provision, means the number required by the IRS to be used by the offeror in -reporting income tax and other returns. - - (b) All offerors are required to submit the information required in -paragraphs (c) through (e) of this solicitation provision in order to comply -with reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M and implementing -regulations issued by the Internal Revenue Service (IRS). If the resulting -contract is subject to reporting requirements described in 4.903, the failure or -refusal by the offeror to furnish the information may result in a 31 percent -reduction of payments otherwise due under the contract. - - (c) Taxpayer Identification Number (TIN). - - (/) [TIN: 101556194 - ( ) TIN has been applied for. - ( ) TIN is not required because: - ( ) Offeror is a nonresident alien, foreign corporation, or - foreign partnership that does not have income - effectively connected with the conduct of a trade or - business in the U.S. and does not have an office or - place of business or a fiscal paying agent in the U.S.; - ( ) Offeror is an agency or instrumentality of a foreign - government; - ( ) Offeror is an agency or instrumentality of a Federal, - state, or local government; - ( ) Other. State basis. ______________________________. - - (d) Corporate Status. - - ( ) Corporation providing medical and health care services, - or engaged in the billing and collecting of payments - for such services; - (?) Other corporate entity; - ( ) Not a corporate entity; - ( ) Sole proprietorship - - - 20 - - - ( ) Partnership - ( ) Hospital or extended care facility described in 26 CFR - 501(c)(3) that is exempt from taxation under 26 CFR 501 - (a). - - (e) Common Parent. - - (/) Offeror is not owned or controlled by a common parent - as defined in paragraph (a) of this clause. - ( ) Name and TIN of common parent: - - Name - TIN_________________________________ - -Offerors must complete the following representations when the resulting contract -is to be performed inside the United States its territories or possessions -Puerto Rico, the Trust Territory of the Pacific Islands or the District of -Columbia. - -SMALL BUSINESS CONCERN REPRESENTATION -(FAR 52.219-1 ) (FEB 1990) - - (a) Representation. The offeror represents and certifies as part of its -offer that it (/) is, ( ) is not a small business concern and that (/) all, ( ) -not all end items to be furnished will be manufactured or produced by a small -business concern in the United States, its territories or possessions, Puerto -Rico, or the Trust Territory of the Pacific Islands. - - (b) Definition. - - Small business concern, as used in this provision, means a concern, -including its affiliates, that is independently owned and operated, not dominant -in the field of operation in which it is bidding on Government contracts, and -qualified as a small business under the criteria and size standards in this -solicitation. - - (c) Notice. Under 15 U.S.C. 645(d), any person who misrepresents a -firm's status as a small business concern in paragraph (a) of this clause in -order to obtain a contract to be awarded under the preference programs -established pursuant to sections 8(a), 8(d), 9, or 15 of the Small Business Act -or any other provision of Federal law that specifically references section 8(d) -for a definition of program eligibility, shall (1) be punished by imposition of -a fine, imprisonment, or both (2) be subject to administrative remedies; and (3) -be ineligible for participation in programs conducted under the authority of the -Act. - -SMALL DISADVANTAGED BUSINESS CONCERN -REPRESENTATION (FAR 52.219-2) (FEB 1990) - - (a) Representation. The offeror represents that it ( ) is, (/) is not a -small disadvantaged business concern. - - (b) Definitions. - - Asian Pacific Americans, as used in this provision, means United States -citizens whose origins are in Japan, China, the Philippines, Vietnam, Korea, -Samoa, Guam, the U.S. Trust Territory of the - - - 21 - - -Pacific Islands (Republic of Palau), the Northern Mariana Islands, Laos, -Kampuchea (Cambodia), Taiwan, Burma, Thailand, Malaysia, Indonesia, Singapore, -Brunei, Republic of the Marshal Islands, or the Federated States of Micronesia. - - Indian tribe, as used in this provision, means any Indian tribe, band, -nation, or other organized group or community of Indians, including any Alaska -Native Corporation as defined in 13 CFR 124.1000 which is recognized as such by -the State in which such tribe, band, nation, group or community resides. - - Native Americans, as used in this provision, means American Indians, -Eskimos, Aleuts, and native Hawaiians. - - Native Hawaiian Organization, as used in this provision, means any -community service organization serving Native Hawaiians in, and chartered as a -not-for-profit organization by, the State of Hawaii, which is controlled by -Native Hawaiians, and whose business activities will principally benefit such -Native Hawaiians. - - Small business concern, as used in this provision, means a concern, -including its affiliates, that is independently owned and operated, not dominant -in the field of operation in which it is bidding on Government contracts, and -qualified as a small business under the criteria and size standards in 13 CFR -part 121. - - Small disadvantaged business concern, as used in this provision, means -a small business concern that (a) is at least 51 percent owned by one or more -individuals who are both socially and economically disadvantaged, or a publicly -owned business having at least 51 percent of its stock unconditionally owned by -one or more socially and economically disadvantaged individuals and (b) has its -management and daily business controlled by one or more such individuals. This -term also means a small business concern that is at least 51 percent -unconditionally owned by an economically disadvantaged Indian tribe or Native -Hawaiian Organization, or a publicly owned business having at least 51 percent -of its stock unconditionally owned by one of these entities which has its -management and daily business controlled by members of an economically -disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the -requirements of 13 CFR part 124. - - Subcontinent Asian Americans, as used in this provision, means United -States citizens whose origins are in India, Pakistan, Bangladesh, Sri Lanka, -Bhutan, or Nepal. - - (c) Qualified groups. The offeror shall presume that socially and -economically disadvantaged individuals include Black Americans, Hispanic -Americans, Native Americans, Asian-Pacific Americans, Subcontinent Asian -Americans, and other individuals found to be qualified by SBA under 13 CFR 124. -The offeror shall presume that socially and economically disadvantaged entities -also include Indian tribes and Native Hawaiian Organizations. - -WOMEN-OWNED SMALL BUSINESS REPRESENTATION -(FAR 52.219-3) (APR 1984) - - (a) Representation. The offeror represents that it ( ) is, (/) is not a -women-owned small business concern. - - (b) Definitions. - - - 22 - - - "Small business concern", as used in this provision, means a concern, -including its affiliates, that is independently owned and operated, not dominate -in the field of operation in which it is bidding on Government contracts, and -qualified as a small business under the criteria and size standards in 13 CFR -121. - - "Women-owned", as used in this provision, means a small business that -is at least 51 percent owned by a woman or women who are U.S. citizens and who -also control and operate the business. - -WOMEN-OWNED BUSINESS -(FAR 52.204-5) (OCT 1995) -(SOLICITATIONS ANTICIPATED TO EXCEED $100,000) - - As prescribed in FAR 4.603(b): / - - (a) Representation. The offeror represents that it ( ) is, (/); not a -women-owned business concern. - - (b) Definition. Women-owned business concern, as used in this provision -means a concern which is at least 51 percent owned by one or more women; or in -the case of any publicly owned business at least 51 percent of the stock of -which is owned by one or more women; whose management and daily business -operations are controlled by one or more women. - -The following certifications and representations are required to implement -provisions of Executive Order 11246 and must be completed by all Offerors. - -CERTIFICATION OF NONSEGREGATED FACILITIES -(FAR 52.222-21) (APR 1984) - - (a) Segregated facilities, as used in this provision, means any waiting -rooms, work areas, rest rooms and wash rooms, restaurants and other eating -areas, time clocks, locker rooms and other storage or dressing areas, parking -lots, drinking fountains, recreation or entertainment areas, transportation, and -housing facilities provided for employees, that are segregated by explicit -directive or are in fact segregated on the basis of race, color, religion, or -national origin because of habit, local custom, or otherwise. - - (b) By the submission of this offer, the offeror certifies that it does -not and will not maintain or provide for its employees any segregated facilities -at any of its establishments, and that it does not and will not permit its -employees to perform their services at any location under its control where -segregated facilities are maintained. The offeror agrees that a breach of this -certification is a violation of the Equal Opportunity clause in the contract. - - (c) The offeror further agrees that (except where it has obtained -identical certifications from proposed subcontractors for specific time periods) -it will-- - - (1 ) Obtain identical certifications from proposed subcontractors -before the award of subcontracts under which the subcontractor will be subject -to the Equal Opportunity clause: - - (2) Retain the certifications in the files; and - - (3) Forward the following notice to the proposed subcontractors -(except if the - - - 23 - - -proposed subcontractors have submitted identical certifications for specific -time periods): - -NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR -CERTIFICATIONS OF NONSEGREGATED FACILITIES - - A Certification of Nonsegregated Facilities must be submitted before -the award of a subcontract under which the subcontractor will be subject to the -Equal Opportunity clause. The certification may be submitted either for each -subcontract or for all subcontracts during a period (i.e., quarterly, -semiannually, or annually). NOTE: The penalty for making false statements in -offers is prescribed in 18 U.S.C. 1001. - -PREVIOUS CONTRACTS AND COMPLIANCE REPORTS -(FAR 52.222-22) (APR 1984) - - The offeror represents that-- - - (a) It ( ) has, (/) has not participated in a previous contract or -subcontract subject either to the Equal Opportunity clause of this solicitation, -the clause originally contained in Section 310 of Executive Order No. 10925, or -the clause contained in Section 201 of Executive Order No. 11114; - - (b) It ( ) has, (/) has not filed all required compliance reports; and - - (c) Representations indicating submission of required compliance -reports, signed by proposed subcontractors, will be obtained before subcontract -awards. - -AFFIRMATIVE ACTION COMPLIANCE -(FAR 52.222-25) (APR 1984) - -The offeror represents that-- - - (a) It ( ) has developed and has on file, (/) has not developed and -does not have on file, at each establishment, affirmative action programs -required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and -60-2), or - - (b) It (/) has not previously had contracts subject to the written -affirmative action programs requirement of the rules and regulations of the -Secretary of Labor. - -CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL -TRANSACTIONS (FAR 52.203.11 )(JAN 1990) (SOLICITATIONS EXPECTED TO EXCEED -$100,000) - - (a) The definitions and prohibitions contained in the clause, at FAR -52.203-12, Limitation on Payments to Influence Certain Federal Transactions, -included in this solicitation, are hereby incorporated by reference in paragraph -(b) of this certification. - - (b) The offeror, by signing its offer, hereby certifies to the best of -his or her knowledge and belief as of December 12, 1989, that-- - - - 24 - - - (1) No Federal appropriated funds have been paid or will be paid -to any person for influencing or attempting to influence an officer or employee -of any agency, a Member of Congress, an officer or employee of Congress, or an -employee of a Member of Congress on his or her behalf in connection with the -awarding of any Federal contract, the making of any Federal grant, the making of -any Federal loan, the entering into of any cooperative agreement, and the -extension, continuation, renewal, amendment or modification of any Federal -contract, grant, loan, or cooperative agreement; - - (2) If any funds other than Federal appropriated funds (including -profit or fee received under a covered Federal transaction) have been paid, or -will be paid, to any person for influencing or attempting to influence an -officer or employee of any agency, a Member of Congress, an officer or employee -of Congress, or an employee of a Member of Congress on his or her behalf in -connection with this solicitation, the offeror shall complete and submit, with -its offer, OMB standard form LLL, Disclosure of Lobbying Activities. to the -Contracting Officer; and - - (3) He or she will include the language of this certification in -all subcontract awards at any tier and require that all recipients of -subcontract awards in excess of $100,000 shall certify and disclose accordingly. - - (c) Submission of this certification and disclosure is a prerequisite -for making or entering into this contract imposed by section 1352, title 31, -United States Code. Any person who makes an expenditure prohibited under this -provision or who fails to file or amend the disclosure form to be filed or -amended by this provision, shall be subject to a civil penalty of not less than -$10,000, and not more than $100,000, for each such failure. - -BUY AMERICAN ACT-TRADE AGREEMENTS-BALANCE OF PAYMENTS PROGRAM CERTIFICATE -(52.225-8) (JAN 1994) - -As prescribed in FAR 25.408(a)(1) - - (a) The offeror hereby certifies that each end product, except those -listed in paragraph (b) of this provision, is a domestic end product (as defined -in the clause entitled "Buy American Act" - Trade Agreements Balance of Payments -Program) and that components of unknown origin have been mined, produced, or -manufactured outside the United States, a designated country, a North American -Free Trade Agreement (NAFTA) Country, or a Caribbean Basin country, as defined -in section 25.401 of the Federal Acquisition Regulation. - - (b) Excluded End Products: - -Line Item Number Country of Origin - -___________________________________________________ -___________________________________________________ -___________________________________________________ - (List as necessary) - - (c) Offers will be evaluated by giving certain preferences to domestic -end products, designated country end products, NAFTA country end products, and -Caribbean Basin country end products over other end products. In order to obtain -these preferences in the evaluation of each excluded end product - - - 25 - - -listed in paragraph (b) of this provision, offerors must identify and certify -below those excluded end products that are designated or NAFTA country end -products, or Caribbean Basin country end products. Products that are not -identified and certified below will not be deemed designated country end -products, NAFTA country end products, or Caribbean Basin country end products. -Offerors must certify by inserting the applicable line item numbers in the -following: - - (1) The offeror certifies that the following supplies qualify as -"designated or NAFTA country end products" as those terms are defined in the -clause entitled "Buy American Act - Trade Agreements Act - Balance of Payments -Program": - - _______________________________________________ - (Insert Line item numbers) - - (2) The offeror certifies that the following supplies qualify as -"Caribbean Basin country end products" as that term is defined in the clause -entitled "Buy American Act -Trade Agreements - Balance of Payments Program": - - _______________________________________________ - (Insert Line item numbers) - - (d) Offers will be evaluated in accordance with Part 25 of the Federal -Acquisition Regulation. - -BUY AMERICAN ACT-NORTH-AMERICAN FREE TRADE AGREEMENT IMPLEMENTATION ACT-BALANCE -OF PAYMENTS PROGRAM CERTIFICATE -(52.225-20) (JAN 1997) - -(a) The offeror certifies that each end product, except those listed in -paragraph (g)(2) of this provision, is a domestic end product (as defined in the -clause entitled "Buy American Act-North American Free Trade Agreement -Implementation Act-Balance of Payments Program") and that components of unknown -origin have been considered to have been mined, produced, or manufactured -outside the United States. - -(b) Excluded End Products: - -_______________________________________________ -Line Item No. Country of Origin - -_______________________________________________ - (List as necessary) - -_______________________________________________ - -(c) Offers will be evaluated by giving certain preferences to domestic end -products or NAFTA country end products over other end products. In order to -obtain these preferences in the evaluation of each excluded end product listed -in paragraph (b) of this provision, offerors must identify and certify below -those excluded end products that are NAFTA country end products. Products that -are not - - - 26 - - -identified and certified below will not be deemed NAFTA country end products. - -The offeror certifies that the following supplies qualify as "NAFTA country end -products" as that term is defined in the clause entitled "Buy American Act-North -American Free Trade Agreement Implementation Act-Balance of Payments Program." - -_______________________________________________ -Line Item No.-- Country of Origin - -_______________________________________________ - (List as necessary) - -(d) Offers will be evaluated in accordance with Part 25 of the Federal - Acquisition Regulations. - - (End of provision) - -The following certification and representations is required to implement -provisions of Executive Order 12549 and must be completed by all Offerors. - -CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER - -RESPONSIBILITY MATTERS (FAR 52.209-5) (MAY 1989) - - (a) (1) The Offeror certifies, to the best of its knowledge and - belief, that- - - (i) The offeror and/or any of its Principals -- - - (A) Are ( ) are not (/) presently debarred, -suspended, proposed for debarment, or declared ineligible for the award of -contracts by any Federal agency; - - (B) Have ( ) have not (/) within a 3-year period -preceding this offer, been convicted of or had a civil judgment rendered against -them for: commission of fraud or a criminal offense in connection with -obtaining, attempting to obtain, or performing a public (Federal, state, or -local) contract or subcontract; violation of Federal or state antitrust statutes -relating to the submission of offers; or commission of embezzlement, theft, -forgery, bribery, falsification or destruction of records, making false -statements, or receiving stolen property; and - - (C) Are ( ) are not (/) presently indicted for, or -otherwise criminally or civilly charged by a governmental entity with, -commission of any of the offenses enumerated in subdivision (A)(1)(i)(B) of this -provision. - (ii) The Offeror has ( ) has not (/) within a 3-year period -preceding this offer, had one or more contracts terminated for default by any -Federal agency. - - (2) "Principals", for the purposes of this certification, means -officers; directors; owners, partners; and, persons having primary management or -supervisory responsibilities within a business entity (e.g., general manager; -plant manager; head of a subsidiary, division or business segment, and similar -positions). - - - 27 - - - THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN -AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT -CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, -TITLE 18, UNITED STATES CODE. - - (b) The Offeror shall provide immediate written notice to the -Contracting Officer if, at any time prior to contract award, the Offeror learns -that its certification was erroneous when submitted or has become erroneous by -reasons of changed circumstances. - - (c) A certification that any of the items in paragraph (a) of this -provision exists will not necessarily result in withholding of an award under -this solicitation. However, the certification will be considered in connection -with a determination of the Offeror's responsibility. Failure of the Offeror to -furnish a certification or provide such additional information as requested by -the Contracting Officer may render the Offeror nonresponsible. - - (d) Nothing contained in the foregoing shall be construed to require -establishment of a system of records in order to render, in good faith, the -certification required by paragraph (a) of this provision. The knowledge and -information of an Offeror is not required to exceed that which is normally -possessed by a prudent person in the ordinary course of business dealings. - - (e) The certification in paragraph (a) of this provision is a material -representation of fact upon which reliance was placed when making award. If it -is later determined that the Offeror knowingly rendered an erroneous -certification, in addition to other remedies available to the Government, the -Contracting Officer may terminate the contract resulting from this solicitation -for default. - -CERTIFICATION: - -The undersigned certifies under penalty of law that the information provided -above to the best of his/her knowledge is true and correct. I have executed this -certification as of the day and year stated below. - - ---------------------------------------- -Signature of authorized representative - -William Chambers ---------------------------------------- -Typed name of authorized representative - -Vice President Business Development ---------------------------------------- -Title of authorized representative - - 6/26/97 ----------------------------------------- - Date - - - 28 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1010471_0000950134-97-006281_document_5.txt b/contract-nli/contract nli in txt/1010471_0000950134-97-006281_document_5.txt deleted file mode 100644 index fdba0ff81db61ae2f2cc2d6afa7101bbda8ac8f2..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1010471_0000950134-97-006281_document_5.txt +++ /dev/null @@ -1,448 +0,0 @@ - 1 - EXHIBIT 2.4 - - NON-COMPETITION AND NON-DISCLOSURE AGREEMENT - - - THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this "Agreement") -is made and entered into as of the 31st day of July, 1997, by and between Roland -W. Samples ("Samples"), Wyndham Hotel Corporation, a Delaware corporation (the -"Acquiror"), and ClubHouse Hotels, Inc., a Kansas corporation (the "Target -Company"). - - RECITALS - - A. Pursuant to the Agreement and Plan of Merger dated as of July, -21 1997 among the Target Company, the Acquiror, WHC Acquisition Corporation, a -Delaware corporation ("MergerSub"), Samples and David H. Aull (the "Merger -Agreement"), the parties have agreed to the merger of MergerSub with and into -the Target Company (the "Merger") and certain related transactions (the Merger -and such related transactions are collectively referred to herein as the -"Merger Transactions"), all on the terms and subject to the conditions set -forth in the Merger Agreement and such other ancillary agreements as are -referenced therein. - - B. Samples is a principal stockholder of the Target Company and, -as such, will derive substantial benefit from the Merger Transactions. - - C. Each of the Acquiror and the Target Company has been and -presently is engaged (itself and through its subsidiaries and the Related -Entities) in the business of owning, franchising, licensing and operating -hotels (the "Business"). Samples is a director and the President and Chief -Financial Officer of the Target Company (and is also an officer and/or director -of certain of the Target Company's subsidiaries and affiliates and the Related -Entities). - - D. The Merger Agreement provides, as a condition to the Closing -thereunder, that Samples shall execute and deliver this Agreement. - - E. The agreements of Samples hereunder are an important aspect of -the Merger Transactions, and the Acquiror and MergerSub would not consummate -the Merger Transactions absent the execution and delivery by Samples of this -Agreement. - - NOW, THEREFORE, in consideration of the premises and of the mutual -promises contained herein, and of other good and valuable consideration, the -receipt and sufficiency of which are hereby acknowledged, the parties do hereby -agree as follows: - - 1. Certain Definitions. Terms with initial capital letters used -herein that are not defined herein shall have the meanings provided for such -terms in the Merger Agreement. As used herein, the term "Target Company" shall -mean ClubHouse Hotels, Inc. prior to the consummation of the Merger and as the -surviving corporation in the Merger. - 2 - 2. Restrictive Covenants. - - (a) Samples hereby acknowledges and agrees that (i) the -know-how, trade secrets, intellectual property rights, marketing and operating -techniques, contacts, customers, suppliers, technology and other aspects of the -business of the Target Company and the Related Entities have been, and -hereafter will be, of value to the Acquiror, the Target Company and the Related -Entities and have provided, and hereafter will provide, the Acquiror, the -Target Company and the Related Entities with substantial competitive advantage -in the operation of their businesses; (ii) by virtue of his previous -relationship with the Target Company and the Related Entities as an officer, -director, shareholder and employee, he has detailed and substantial knowledge -and possesses confidential information concerning the business, operations, -pricing structure, customers, suppliers, personnel and competitive methods of -the Target Company and the Related Entities; and (iii) he has substantial -financial resources and experience in the business of owning, franchising, -licensing and operating hotels and the ability to operate a business or -businesses that could compete with the Acquiror, the Target Company, their -respective subsidiaries and affiliates and the other Related Entities. - - (b) Samples agrees that, except for such disclosure as -may be required by applicable law, he shall not, directly or indirectly, for -himself or through or on behalf of any other person or entity, at any time -after the date hereof, without the prior written consent of the Acquiror, -reveal, divulge, disclose or communicate to any person, firm, association, -corporation or other entity, or use, in any manner whatsoever any know-how, -trade secrets, intellectual property rights, marketing and operating -techniques, business contacts, client or customer lists, suppliers, technology, -contracts or other confidential or proprietary information of the Target -Company, any Related Entity or any of their respective affiliates (except Innco -Hospitality, Inc. and any entity controlled by Innco Hospitality, Inc. and -Transamerican Properties, Inc. and T.I.P. Realty Partners, and any entity -controlled by either of them and the Broadway Plaza Suites in Kansas City, -Missouri); provided, however, that for purposes hereof, information shall not -be considered to be confidential or proprietary if (i) it is a matter of common -knowledge or public record or (ii) the Undersigned can demonstrate that such -information was already known to the recipient thereof other than by reason of -any breach of any obligation under this Agreement or any other confidentiality -or non-disclosure agreement. - - (c) Samples agrees that, for a period of five (5) years -(or such lesser period hereinafter provided for) following the date hereof (the -"Restricted Period"), he shall not, without the prior express written consent -of the Acquiror: - - (i) except with respect to the Permitted Hotels - (as defined below), call upon, solicit, divert, take away or attempt - to call upon, solicit, divert or take away any existing or potential - customers, suppliers or accounts of the Acquiror Companies, the - - - - - - -2- - 3 - Target Company or the Related Entities or their respective businesses - in connection with any business substantially similar to the Business; - - (ii) hire or attempt to hire, for himself or on - behalf of any other person, any present or future employee of the - Acquiror Companies, the Target Company or any Related Entity; or - - (iii) own, lease, maintain, operate, franchise, - license, manage, invest in or provide financing for, or give any - advice to any person, firm, partnership, association, venture, - corporation or other entity owning an interest in or engaging, - directly or indirectly, in the management or operation of, (A) any - Hilton Garden, Courtyard by Marriott or Doubletree Club hotel wherever - located or (B) any other Upscale Hotel (as defined below) or Extended - Stay Hotel (as defined below) located in the United States, Canada, - Mexico or the Caribbean within a ten (10)-mile radius of any hotel now - or hereafter operated under the "Wyndham," "ClubHouse," or "Homegate" - brand, except for any such activity conducted for or on behalf of, or - in conjunction with, any of the Acquiror Companies or, in the case of - clause (B), Permitted Hotels (as defined below); provided, that if a - hotel operated under the "Wyndham," "ClubHouse," or "Homegate" brand - is announced for a location that is within a ten (10)-mile radius of - any hotel that prior to the date of such announcement was in operation - and is owned, managed or operated by any such entity in which Samples - has also prior to such date commenced involvement of a type that would - otherwise be restricted by clause (B), then this clause (iii) shall - not require Samples to cease such involvement; or - - (iv) enter into any contract or make any - commitment to take any action that is restricted by clauses (i), (ii) - or (iii) above. - - (d) As used in the foregoing provisions, (i) the term -"Upscale Hotel" shall mean any hotel or other lodging facility that is a full -service hotel or facility of a type that is treated or classified as an -"upscale hotel" or as part of the "upscale segment" of the lodging industry by -Smith Travel Research or, if such a classification is not available from Smith -Travel Research, by a similar reputable hotel industry service; (ii) the term -"Extended Stay Hotel" shall mean any hotel or other lodging facility that -derives the majority of its business from guests who stay three consecutive -nights or longer or that is of a type that is treated or classified as an -"extended stay hotel" or as part of the "extended stay segment" of the lodging -industry by Smith Travel Research or, if such a classification is not available -from Smith Travel Research, by a similar reputable hotel industry service and -(iii) "Permitted Hotels" shall mean, collectively, (A) the hotel in Wichita, -Kansas operated as of the date hereof as the Wichita Airport Hilton and (B) the -hotel in Peoria, Illinois operated as of the date hereof as the Pere Marquette, -(C) any upscale all-suites hotel located or to be located adjacent to the -Sprint campus in Overland Park, Kansas, (D) the Holiday Inn in Topeka, Kansas, -so long as managed under a management contract by - - - - - - -3- - 4 -Samples or any entity controlled by Samples; (E) if so provided by Section 2(e) -below, any three (3) other hotels that, at the time that Samples owns, leases, -operates, franchises, licenses, manages, invests in or gives advice in respect -of such hotels, have been open and in operation for at least one (1) years, -provided that this clause (E) and the similar provision of the Non-Competition -and Non-Disclosure Agreement of David H. Aull of even date herewith shall -collectively not authorize more than a total of three hotels; (F) the Broadway -Plaza Suites in Kansas City, Missouri and (G) any Extended Stay Hotel at a -specified site if (x) Samples has offered in writing to Acquiror or its -designee to develop for Acquiror or such designee an Extended Stay Hotel at -such site as a Homegate brand (or other extended stay brand maintained by -Acquiror, Target Company or their respective affiliates) Extended Stay Hotel in -accordance with the procedure set forth below and (y) Acquiror or its designee -has either advised Samples that it does not wish to have an Extended Stay Hotel -developed at such site as a Homegate (or other extended stay brand maintained -by Acquiror, Target Company or their respective affiliates) or failed to -respond within the time period set forth below. In the case of clause (G) -above, Samples' offer shall include a reasonably detailed proposal for the -development of the site as an Extended Stay Hotel. Acquiror or its designee -shall be given at least thirty (30) days to evaluate such offer and respond to -Samples. If Acquiror or its designee fails to respond within such thirty (30) -day period or advises Samples that it does not wish to have an Extended Stay -Hotel developed at such site as a Homegate (or other extended stay brand -maintained by Acquiror, Target Company or their respective affiliates), Samples -may develop an Extended Stay Hotel on such site with another party if -construction of such Extended Stay Hotel is commenced within 180 days -thereafter and is pursued with reasonable diligence thereafter. - - (e) If, by July 1, 1998, Samples has not entered into an -agreement with the Acquiror (or any successor to or affiliate of the Acquiror -or any such successor) concerning the development, franchise or operation of a -hotel, then upon such date the definition of Permitted Hotels in Section 2(d) -above shall include clause (E) thereof from and after such date. As used in -the preceding sentence and in Section 2(f) below, an "affiliate" of any person -means any other person controlling, controlled by, or under common control -with, such first person. - - (f) If, by July 1, 1998 (if the merger of Acquiror into -Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement -(as defined in the Merger Agreement) (the"Patriot-Acquiror Merger") has not -occurred by that date) or one (1) year after the closing of the -Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998), -Samples has not entered into an agreement with the Acquiror (or any successor -to or affiliate of the Acquiror or any such successor) concerning the -development, franchise or operation of a hotel, then upon such date the term of -the Restricted Period automatically shall be reduced from five (5) to three (3) -years. - - (g) Except as otherwise expressly permitted hereby, the -covenants in this Section 2 are intended to restrict Samples from competing in -any manner with the Acquiror - - - - - - -4- - 5 -Companies, the Target Company and the Related Entities or the Business in the -activities that have heretofore been carried on by the Acquiror Companies, the -Target Company and the Related Entities. The obligations set forth in this -Section above shall apply to actions by Samples, whether taken directly or -indirectly, through any form of ownership, and whether as principal, officer, -director, agent, employee, employer, consultant, stockholder or holder of any -equity security (beneficially or as trustee of any trust), lender, partner, -joint venturer or in any other individual or representative capacity -whatsoever. However, none of the foregoing shall prevent Samples from (i) -being the holder of up to 5% in the aggregate of any class of securities of any -corporation engaged in the activities described above, provided that such -securities are listed on a national securities exchange or reported on NASDAQ -or (ii) being the holder of non-convertible debt securities of any entity. - - 3. Enforcement of Covenants. Samples acknowledges that a -violation or attempted violation of any of the covenants and agreements in -Section 2 above will cause such damage to the Acquiror Companies, the Target -Company and the Related Entities as will be irreparable, the exact amount of -which would be difficult to ascertain and for which there will be no adequate -remedy at law, and accordingly, Samples agrees that each of the Acquiror -Companies and the Target Company and any Related Entity shall be entitled as a -matter of right to an injunction issued by any court of competent jurisdiction, -restraining such violation or attempted violation of such covenants and -agreements by Samples, or the employees, partners or agents of Samples, as well -as recover from Samples any and all costs and expenses sustained or incurred by -the Acquiror Companies and the Target Company and the Related Entities in -obtaining such an injunction, including, without limitation, reasonable -attorneys' fees. Samples agrees that no bond or other security shall be -required in connection with such injunction. Samples further agrees that the -Restricted Period shall be tolled during any period of violation thereof by -Samples. Any exercise by any one or more of the Acquiror Companies and the -Target Company and the Related Entities of their respective rights pursuant to -this Section 3 shall be cumulative and in addition to any other remedies to -each of them may be entitled. - - 4. Intellectual Property. Samples recognizes and agrees that, on -and after the date hereof, he will not have the right to use for his own -account any of the service marks, trademarks, trade names, licenses, labels, -trade secrets or customers' lists owned by or licensed to the Acquiror -Companies, the Target Company or any of the Related Entities. - - 5. Consideration. As consideration for Samples' agreements -provided herein, the Acquiror agrees to pay to Samples the total sum of -$500,000, which amount shall be payable by wire transfer of immediately -available funds on the date hereof. Samples also acknowledges and agrees that, -in addition thereto, he has received substantial consideration and benefit, -direct and indirect, pursuant to the Merger and the other transactions -contemplated by the Merger Agreement. - - - - - - -5- - 6 - 6. Validity. Samples acknowledges and agrees that each of the -covenants contained herein is a reasonable limitation as to time, geographical -area and scope of activity to be restrained and does not impose a greater -restraint than is necessary to protect the goodwill or other interests of the -Acquiror Companies and the Target Company and the Related Entities. To the -extent permitted by applicable law, if it should ever be held that any -provision contained herein does not contain reasonable limitations as to time, -geographical area or scope of activity to be restrained, then the court so -holding shall at the request of any of the Acquiror Companies or the Target -Company or any Related Entity reform such provisions to the extent necessary to -cause them to contain reasonable limitations as to time, geographical area and -scope of activity to be restrained and to give the maximum permissible effect -to the intentions of the parties as set forth herein; and the court shall -enforce such provisions as so reformed. If, notwithstanding the foregoing, any -provision hereof is held to be illegal, invalid or unenforceable under present -or future laws effective during the term hereof, such provision shall be fully -severable; this Agreement shall be construed and enforced as if such illegal, -invalid or unenforceable provision had never comprised a part hereof; and the -remaining provisions hereof shall remain in full force and effect and shall not -be affected by the illegal, invalid or enforceable provision or by its -severance here from. Furthermore, in lieu of such illegal, invalid or -unenforceable provision there shall be added automatically by the Acquiror and -the Target Company as a part hereof a provision as similar in terms to such -illegal, invalid or unenforceable provision as may be possible and be legal, -valid and enforceable, and the parties hereby agree to such provision. - - 7. Waiver of Breach. The waiver by any party to this Agreement -of a breach of any provision of this Agreement shall not operate or be -construed as a waiver of any subsequent breach by any party. - - 8. Tax Reporting. The parties hereby expressly agree that the -consideration given and received pursuant to this Agreement shall, for income -tax purposes, be reported as amounts paid for a covenant not to compete. The -parties acknowledge that Samples shall be solely responsible for the payment of -any federal, state or local taxes arising from his receipt of the consideration -under this Agreement. - - 9. Notice. Any notice, request, instruction, document or other -communication to be given hereunder by any party hereto to any other party -hereto shall be in writing and validly given if (i) delivered personally, (ii) -sent by telecopy, (iii) delivered by overnight express, or (iv) sent by -registered or certified mail, postage prepaid, as follows: - - - - - - -6- - 7 - If to Acquiror or the Target Company: - - Wyndham Hotel Corporation/ClubHouse Hotels, Inc. - 2001 Bryan Street - Suite 2300 - Dallas, TX 75201 - Attention: Legal Department - Facsimile No. (214) 863-1262 - - If to Samples: - - Mr. Roland W. Samples - 11230 College Boulevard, Suite 130 - Overland Park, Kansas 66210-2700 - Facsimile No. (913) 451-6072 - -or at such other address for a party as shall be specified by like notice. Any -notice which is delivered personally, or sent by telecopy or overnight express -in the manner provided herein shall be deemed to have been duly given to the -party to whom it is directed upon actual receipt by such party. Any notice -which is addressed and mailed in the manner herein provided shall be -conclusively presumed to have been given to the party to whom it is addressed -at the close of business, local time of the recipient, on the third day after -the day it is so placed in the mail. - - 10. Entire Agreement. This Agreement contains the entire -agreement of the parties hereto with respect to the matters covered hereby, and -supersedes all prior negotiations and written, oral or implied representations, -warranties, commitments, offers, contracts and understandings between the -parties with respect to such matters. No modification or amendment of any of -the terms, conditions or provisions in this Agreement may be made otherwise -than by written agreement signed by the parties hereto, except as provided in -Section 6 hereof. - - 11. Successors and Assigns. The terms and conditions of this -Agreement shall inure to the benefit of and be binding upon the parties hereto -and their respective successors and permitted assigns; provided, however, that -the obligations herein of Samples may not be delegated or assigned, and any -purported delegation or assignment by Samples in violation of this Section 11 -shall be null and void. Samples hereby acknowledges and agrees that the -Acquiror Companies and Related Entities, and any other entity now or hereafter -owning or operating any hotel operated under the "Wyndham," "ClubHouse" or -"Homegate" brand, are intended beneficiaries of the provisions hereof, -notwithstanding the fact that such entities may not be parties hereto, and -shall be entitled to enforce the provisions hereof as if they were parties -hereto. - - - - - - -7- - 8 - 12. Headings. The headings of the sections of this Agreement are -inserted for convenience only and shall not be deemed to constitute part of -this Agreement or to affect the construction hereof. - - 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED, -AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO -ITS CHOICE OF LAW PRINCIPLES). - - 14. Counterparts. This Agreement may be executed in any number of -counterparts, each of which shall be an original, and such counterparts -together shall constitute one and the same instrument. - - - - - - [THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.] - - - - - - -8- - 9 - IN WITNESS WHEREOF, the parties have executed this Agreement as of the -date first above written. - - - - /s/ ROLAND W. SAMPLES - -------------------------------- - Roland W. Samples - - - WYNDHAM HOTEL CORPORATION, - a Delaware corporation - - - - By: /s/ MICHAEL SILVERMAN - ---------------------------- - - Name: Michael Silverman - -------------------------- - - Title: Authorized Agent - ------------------------- - - - CLUBHOUSE HOTELS, INC. - a Kansas corporation - - - By: /s/ ROLAND W. SAMPLES - ---------------------------- - - Name: Roland W. Samples - -------------------------- - - Title: President - ------------------------- - - - - - -9- \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1010552_0000912057-01-520246_a2051644zex-99_20.txt b/contract-nli/contract nli in txt/1010552_0000912057-01-520246_a2051644zex-99_20.txt deleted file mode 100644 index 6942479ea76b3daf00f9da148b5d6ee351f8c021..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1010552_0000912057-01-520246_a2051644zex-99_20.txt +++ /dev/null @@ -1,311 +0,0 @@ - - - Prepared by MERRILL CORPORATION - - - - -QuickLinks - -- Click here to rapidly navigate through this document - - - -Exhibit 99.20 -CONFIDENTIALITY AND STANDSTILL AGREEMENT -    This Confidentiality and Standstill Agreement (the "Agreement") is entered into as of this 7th day of March, 2001, by and between Polycom, Inc. ("Polycom"), -and PictureTel Corporation ("PictureTel"), a Delaware corporation. -WITNESSETH: -    WHEREAS, Polycom and PictureTel may consider engaging in discussions with respect to a possible negotiated business combination involving PictureTel and -Polycom or their respective subsidiaries (the "Transaction") and, prior to or during the course of any such discussions, PictureTel and Polycom each may have disclosed or, in the future, may disclose -and make available to the other certain information concerning its business prospects, financial condition, operations, assets and liabilities; -    WHEREAS, -all such information furnished to a party or its Representatives (as defined below) by or on behalf of the other party (irrespective of the form of communication and whether -such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by a party or its -Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the "Confidential Information;" and -    WHEREAS, -each of Polycom and PictureTel hereby agrees to receive such Confidential Information of the other and to disclose such Confidential Information to the other subject to the -following terms and conditions. -    NOW, -THEREFORE, for and in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which -are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: -    1.  Non-Disclosure of Confidential Information.  (a) Each of PictureTel and Polycom shall -(i) use the Confidential Information obtained from the other solely for the purpose of evaluating a possible Transaction and for no competitive or other purpose; (ii) not disclose the -Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers, -consultants and attorneys) acting on its behalf (collectively, its "Representatives") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating -a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time; (iii) inform its Representatives of the confidential nature of the -Confidential Information and direct its Representatives to treat the Confidential Information confidentially and in accordance with the terms of this Agreement; (iv) take all additional -reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by -its Representatives. -    (b) If -either party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any -Confidential Information, it is agreed that such party will provide the other party with prompt notice of such request so that such other party may seek an appropriate protective order and/or waive -the notifying party's compliance with the provisions of this Agreement. If, in the absence of a protective order, either party is nonetheless compelled to disclose Confidential Information, such party -may disclose, without liability hereunder, only that portion of the Confidential Information that such party is advised in writing by outside legal counsel is legally required to be disclosed; -provided that such party gives to the other party written notice of the portion of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon such -other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information. - - - - -    2.  Non-Disclosure of Negotiations or Agreements.  Except as required by law, neither PictureTel, Polycom -nor their respective Representatives shall disclose to any person (including, without limitation, any director, officer or employee that is not set forth on Annex A) the existence, status or terms of -any discussions, negotiations or agreements between them concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any -similar terms, agreements or understandings between PictureTel and Polycom with respect thereto, or that such party has provided to or received from the other Confidential Information, without -obtaining the prior written consent of the other party. The term "person" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or -other entity or individual. -    3.  Ownership of Confidential Information.  Each party shall keep a reasonable record of the Confidential -Information received by it and the location of such Confidential Information. All written Confidential Information delivered by one party hereto to the other party pursuant to the Agreement shall be -and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return such Confidential Information and shall not -retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents -derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) provide a certificate to the delivering party certifying that the -foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return. Notwithstanding the return or destruction of the Confidential -Information, each party and its Representatives will continue to be bound by the confidentiality and other obligations hereunder. Each party will keep a record of each person, other than its -Representatives, that is afforded access to the other party and/or the Confidential Information of the other party, and before such access is afforded, each party agrees to inform such person of the -requirements of this Agreement. Each party will furnish to the other party, upon request, a written copy of such record of such persons, other than its Representatives, that have been afforded access -to the other party and/or the Confidential Information. -    4.  Information Not Deemed Confidential Information.  The term "Confidential Information" does not -include information that (i) is or becomes generally available to the public, other than, as a result of a disclosure by the receiving party or its Representatives in violation of this -Agreement; (ii) is or becomes available to the receiving party from a source other than the delivering party or its Representatives, provided that such source is not known by the receiving party to be -bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party -by or on behalf of the delivering party, provided that the person providing such information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise -prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation. -    5.  No Warranty.  Neither PictureTel, Polycom nor any of their respective officers, directors, employees, -representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to -the delivering party from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, -when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect. -    6.  No Agreement.  Unless a definitive agreement regarding a Transaction between PictureTel and Polycom -has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by -virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party -2 - - - - -further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a -Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time. Neither -this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such -other provision) and explicitly make such waiver or amendment. -    7.  Non Solicitation.  Unless a Transaction is consummated, each party agrees that, for a period of -eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the (i) employees of the -other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party. It is expressly understood that this -Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial -Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes. Unless otherwise agreed by either party, all (i) communications regarding a possible -Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted -or directed only to the President or Chief Financial Officer of the other party. Without the prior written consent of the President of the other party, neither party nor its Representatives will -initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction. -    8.  Non-Public Information.  PictureTel has outstanding publicly-held securities and the Confidential -Information contains material non-public information. Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States -securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to -any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities and Exchange Act of 1934, -as amended, and the rules and regulations thereunder, and each party agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of -such Act or rules or regulations, including, without limitation, Rules 10b-5 and 14e-3. -    9.  Standstill.  Each of the parties agrees that, until the expiration of eighteen months from the date -of this Agreement, without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) in any manner acquire, agree to acquire -or make any proposal or offer or otherwise seek to acquire, directly or indirectly any securities (or rights in respect thereof), assets or property of the other party or any of its subsidiaries, -whether such agreements or proposals or offers are made with or to the other party (or any controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer, -seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its -subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of -the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any -of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the -other -party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other -party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any -of such activities to -3 - - - - -any other person; or (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance -(including debt or equity financial assistance) to or hold discussions with or invest in any other person in connection with any of the foregoing. Each party also agrees that, during such eighteen -month period, neither it nor any of its affiliates will: (i) request the other party or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph -(including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to -the other party or any of its subsidiaries that could reasonably be expected to require the other party to make a public announcement regarding (1) such initiative, (2) any of the activities -referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of such party or any other person acquiring control of the other -party, whether by means of a business combination or otherwise. Notwithstanding any other provision hereof, this Section 9 shall not apply to a party in the event of a bona fide publicly announced -proposal, offer or agreement by a third party not acting in concert with such party (i) to acquire more than 51% of any class of stock (or rights in respect thereof) of the other party or -(ii) to acquire the other party, or all or substantially all of its assets, by means of a merger, consolidation, asset purchase or other similar transaction. Additionally, the Principal or -President of a party may contact the Principal or President of the other party for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by -the President of the other party, no offer or proposal shall be made that would require public disclosure or formal consideration by such other party or its Board of Directors. -    10.  No Waiver.  No failure or delay by either party in exercising any right, power or privilege -hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege -hereunder. Any waiver of a breach hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach. -    11.  Remedies.  Each party agrees to indemnify the other party from any damages, loss, cost or liability -(including, without limitation, legal fees and the cost of enforcing this Agreement) arising out of or resulting from any unauthorized use or disclosures of any Confidential Information by the other -party or its Representatives. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by either party and that the non-breaching party shall be -entitled to seek equitable relief, including specific performance and injunction, as a remedy for any such breach. Each party agrees to waive, and to use its best efforts to cause its directors, -officers, employees or agents to waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be the exclusive remedies for a -breach of this Agreement by either party, but shall be in addition to all other remedies available at law or in equity to the non-breaching party. -    12.  Governing Law.  This Agreement is for the benefit of the parties and their respective directors, -officers, employees, representatives and agents and their respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice -of law rules of the Commonwealth of Massachusetts. -    13.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be -deemed an original, and all such counterparts together shall constitute but one and the same Agreement. -    14.  Severability.  If any provision of this Agreement is found to violate any statute, regulation, rule, -order, decision or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this -4 - - - - -Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation. - - - -  -  -Polycom, Inc. - - - -  -  - -By: -  - -  - - -  -  -  -  - - - - -  -  - -Name: -  - -  - - -  -  -  -  - - - - -  -  - -Title: -  - -  - - -  -  -  -  - - - - -  -  -PictureTel Corporation - - - -  -  - -By: -  - -  - - -  -  -  -  - - - - -  -  - -Name: -  - -  - - -  -  -  -  - - - - -  -  - -Title: -  - -  - - -  -  -  -  - - - - -5 - - - -ANNEX A -Polycom: -Principals, Officers, Critical Employees and Directors -Advisors: -Investment Bankers -Legal Counsel -PictureTel Corporation: -Officers, Critical Employees and Directors -Enzo -Torressi -David Levi -Carl Ledbetter -Werner Schmucking -Norman Gaut -Lewis Jaffe -Dalton Edgecomb -W. Robert Kellegrew, Jr. -Advisors: -Robert -Knight -Ralph Takala -Legal Counsel: -Ropes & -Gray -Investment Bankers -Robertson -Stephens -6 - - - - -QuickLinks - -Exhibit 99.20 - - - - diff --git a/contract-nli/contract nli in txt/1011344_0001193125-08-097987_dex99d5.txt b/contract-nli/contract nli in txt/1011344_0001193125-08-097987_dex99d5.txt deleted file mode 100644 index 569b79097fa14cd7cfbe768bdb45dd5e5b5da5dc..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1011344_0001193125-08-097987_dex99d5.txt +++ /dev/null @@ -1,130 +0,0 @@ - -Two Way Non-Disclosure and Confidentiality Agreement, dated October 28, 2007 - - -Exhibit (d)(5) PACKETEER, INC. TWO WAY NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT THIS Agreement is made and entered into by and between PACKETEER, INC. (“Packeteer”) and -Blue Coat Systems, Inc., a Delaware corporation, having offices at 420 North Mary Avenue, Sunnyvale, CA 94085, to assure the protection and preservation of the confidential and/or proprietary nature of each party’s confidential information. -Each party will disclose such information solely for the purpose of evaluating the possibility of entering into a business relationship between the parties hereto (the “Purpose”). In reliance upon and in consideration of the following -undertakings, the parties agree as follows:   - - -1. -Definition. Subject to the limitations set forth in Section 2, all information (including but not limited to ideas, techniques, works of authorship, models, -inventions, know-how, processes, equipment, algorithms, software source documents and formulae related to the current, future, and proposed products and services of each of the parties and information concerning research, development, financial -information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans), disclosed by one party (the “Discloser”) to the other party (the “Recipient”) -which is labeled or marked “Confidential” or with some other similar proprietary legend, or which, in the context of the disclosure, the Recipient has reason to believe is confidential, shall be deemed to be “Confidential -Information.” If Confidential Information is disclosed in oral form, the Discloser shall identify it as confidential at the time of disclosure and thereafter summarize it in writing and transmit such summary to the Recipient within thirty -(30) days of the oral disclosure.   - - -2. -Exclusions. “Confidential Information” excludes information which: (a) is now or hereafter becomes generally known or available, through no act or failure to -act on Recipient’s part; (b) Recipient independently knows at the time of receiving such information; (c) a third party hereafter furnishes to Recipient without restriction on disclosure and without breach of any confidentiality -obligations; (d) Recipient has independently developed without using any Confidential Information or breaching this Agreement; or (e) Discloser gives written permission to Recipient to disclose.   - - -3. -Restrictions/Obligations. Recipient shall: (a) only disclose the Confidential Information to those employees and contractors with a need to know; provided that Recipient -binds those employees and contractors to terms at least as restrictive as those stated in this Agreement (or, with respect to professional advisors, advises them of its obligations with respect to the Confidential Information); (b) not disclose -any Confidential Information to any third party, without Discloser’s prior written consent; (c) use such Confidential Information only to the extent required to accomplish the Purpose; (d) not reproduce Confidential Information in any -form except as required to accomplish the Purpose; (e) not reverse engineer, decompile, or disassemble any software disclosed by the Discloser; (f) not directly or indirectly export or transmit any Confidential Information to any country -to which such export or transmission is restricted by regulation or statute; and (g) promptly provide the Discloser with notice of any actual or threatened breach of the terms of this Agreement. However, Recipient may disclose Confidential -Information in accordance with a judicial or other governmental order provided that Recipient shall give Discloser written notice prior to such disclosure. Subject to Recipient’s obligations of non-disclosure, Recipient shall be free to use the -residuals resulting from the use or access to the Confidential Information of Discloser. The term “residuals” means information in intangible form which is retained in the unaided memory of persons who have had access to the Confidential -Information, without reference to such information in tangible or fixed form. Solely with respect to non-technical Confidential Information, Recipient’s obligations under this Section 3 shall expire one (1) year from the date of -disclosure of such non-technical Confidential Information.   - - -4. -Ownership and Return of Confidential Information. All Confidential Information (including all copies thereof) shall remain the property of Discloser. All copies shall bear -all proprietary markings contained on or in the originals. Upon the request of Discloser, Recipient shall, at Recipient’s option, either (a) return such materials to Discloser, or (b) certify the destruction thereof. -   - - -5. -Rights. No rights or licenses to trademarks, inventions, copyrights, patents or any other intellectual property rights are implied or granted under this Agreement. Subject to -the obligations of this Agreement, neither party will be precluded from independently developing technology or pursuing business opportunities similar to those covered by the Confidential Information disclosed hereunder. Each party retains sole -discretion to assign or reassign the job responsibilities of its employees. Each party acknowledges that the other party may currently or in the future be developing information internally, or receiving information from third parties, that is -similar to the Confidential Information. Nothing in this Agreement will prohibit Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to those contemplated by or embodied in the Confidential -Information, provided the Recipient does not violate its obligations under this Agreement.   - - -6. -Term and Termination. This Agreement shall remain in full force and effect for a period of three (3) years unless terminated sooner as set forth below. This Agreement -may be terminated by either party upon thirty (30) days written notice, provided however, that Paragraphs 3, 4, 5, and 7 shall survive any termination of this Agreement.   - - -7. -Miscellaneous. This Agreement shall be governed by the laws of the State of California. This Agreement contains the final, complete and exclusive agreement of the parties -relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter and may not be changed, modified, amended or supplemented except by a written instrument signed by both -parties. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect. Recipient hereby acknowledges and agrees that -no remedy at law will afford Discloser adequate protection against, or appropriate compensation for, breach of Recipient’s obligations under this Agreement. Accordingly, Recipient agrees that Discloser shall be entitled to specific performance -of Recipient’s obligations, as well as such further equitable relief as may be granted by a court of competent jurisdiction. - - - - - - - - - - - - - - - PACKETEER, INC. -  - -  - -  -OTHER PARTY: - - - - - - - - By: -  - /s/ Dave Côté -  - -  - -  - /s/ Brian NeSmith - - By:  -  -Dave Côté -  - -  -By: -  -Brian NeSmith - - Title: -  - President & CEO -  - -  -Title: -  -President & CEO - - Date: -  - October 20, 2007 -  - -  -Date: -  -October 28, 2007 - diff --git a/contract-nli/contract nli in txt/1011671_0000936392-99-000246_document_46.txt b/contract-nli/contract nli in txt/1011671_0000936392-99-000246_document_46.txt deleted file mode 100644 index d7fb87fd1b1167511afc8e8e5f9f01b713039fcb..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1011671_0000936392-99-000246_document_46.txt +++ /dev/null @@ -1,209 +0,0 @@ - 1 - EXHIBIT 99(c)(37) - - MUTUAL NON-DISCLOSURE AGREEMENT - - THIS AGREEMENT governs the disclosure of information by and -between Oacis Healthcare Systems Corp. ("OACIS") and Science Applications -International Corporation ("SAIC") as of November 4th, 1998 (the "EFFECTIVE -DATE"). - - 1. As used herein, "CONFIDENTIAL INFORMATION" shall mean any -and all technical and non-technical information provided by either party to the -other, including but not limited to (a) patent and patent applications, (b) -trade secret, and (c) proprietary information, ideas, techniques, sketches, -drawings, works of authorship, models, inventions, know-how, processes, -apparatuses, equipment, algorithms, software programs, software source -documents, and formulae related to the current, future, and proposed products -and services of each of the parties, and including, without limitation, their -respective information concerning research, experimental work, development, -design details and specifications, engineering, financial information, -procurement requirements, purchasing, manufacturing, customer lists, investors, -employees, business and contractual relationships, business forecasts, sales and -merchandising, marketing plans and information the disclosing party provides -regarding third parties. - - 2. Each party agrees that at all times until termination or -expiration of this Agreement it will hold in strict confidence and not disclose -to any third party Confidential Information of the other, except as approved in -writing by the other party to this Agreement, and will use the Confidential -Information for no purpose other than evaluating or pursuing a business -relationship with the other party to this Agreement. Notwithstanding the above, -the party to whom Confidential Information was disclosed (the "RECIPIENT") shall -not be in violation of this Section 3 with regard to a disclosure that was in -response to a valid order by a court or other governmental body, provided that -the Recipient provides the other party with prior written notice of such -disclosure in order to permit the other party to seek confidential treatment of -such information. Each party shall only permit access to Confidential -Information of the other party to those of its employees or authorized -representatives having a need to know and who have signed confidentiality -agreements or are otherwise bound by confidentiality obligations at least as -restrictive as those contained herein. - - 3. Each party shall immediately notify the other upon -discovery of any loss or unauthorized disclosure of the Confidential Information -of the other party. - - 4. Each party's obligations under this Agreement with respect -to any portion of the other party's Confidential Information shall terminate -when the Recipient can document that: (a) it was in the public domain at the -time it was - - 2 - - - -communicated to the Recipient by the other party; (b) it entered the public -domain subsequent to the time it was communicated to the Recipient by the other -party through no fault of the Recipient; (c) it was in the Recipient's -possession free of any obligation of confidence at the time it was communicated -to the Recipient by the other party; (d) it was rightfully communicated to the -Recipient free of any obligation of confidence subsequent to the time it was -communicated to the Recipient by the other party or (e) it was communicated by -the other party to an unaffiliated third party free of any obligation of -confidence. - - 5. Upon termination or expiration of the Agreement, or upon -written request of the other party, each party shall promptly destroy or return -to the other all documents and other tangible materials representing the other's -Confidential Information and all copies thereof. The Recipient agrees to destroy -all documents, memoranda, notes and other writings whatsoever prepared by the -Recipient or its employees or representatives based on the information contained -in the Confidential Information (except for references or summaries appearing in -minutes or corporate records). - - 6. In addition, each party agrees that it will not (and -direct its employees and representatives not to) disclose (i) to any person -either the fact that discussions or negotiations are taking place concerning one -or more possible transactions between the parties or (ii) any of the terms, -conditions or other facts with respect to any such possible transactions, -including the status thereof. - - 7. Although the disclosing party has endeavored to include in -the Confidential Information, information known to it which it believes to be -relevant for the purpose of the Recipient's investigation of a potential -transaction, the Recipient acknowledges and agrees that neither the disclosing -party nor any of its employees or representatives have made or make any -representations or warranty as to the accuracy or completeness of all or any -portion of the Confidential Information. The Recipient agrees that neither the -disclosing party nor any of its employees or representatives shall have any -liability to the Recipient or any of the Recipient's employees or -representatives resulting from the use of, or conclusions arising from, the -Confidential Information. - - 8. The parties recognize and agree that nothing contained in -this Agreement shall be construed as granting any property rights, by license or -otherwise, to any Confidential Information of the other party disclosed pursuant -to this Agreement, or to any invention or any patent, copyright, trademark, or -other intellectual property right that has issued or that may issue, based on -such Confidential Information. Neither party shall make, have made, use or sell -for any purpose any product or other item using, incorporating or derived from -any Confidential Information to the other party. - - - 2 - 3 - - 9. Confidential Information shall not be reproduced in any -form except as required to accomplish the intent of this Agreement. Any -reproduction of any Confidential Information of the other party by either party -shall remain the property of the disclosing party and shall contain any and all -confidential or proprietary notices or legends which appear on the original, -unless otherwise authorized in writing by the other party. - - 10. Nothing contained herein shall imply any obligations of -either party to proceed with a transaction between the parties, and each party -reserves the right to terminate the discussions contemplated hereunder, with or -without cause, without any liability for such termination. - - 11. This Agreement shall terminate three (3) years after the -Effective Date and shall be binding upon the Recipient's heirs, successors and -assigns. - - 12. This Agreement shall be governed by and construed in -accordance with the laws of California without reference to conflict of laws -principles. This Agreement may not be amended except by a writing signed by both -parties hereto. - - 13. Each party acknowledges that its breach of the Agreement -will cause irreparable damage and hereby agrees that the other party shall be -entitled to seek injunctive relief under this Agreement, as well as such further -relief as may be granted by a court of competent jurisdiction. Additionally, in -the event of a breach by the Recipient, the disclosing party shall be entitled -to recover the costs of enforcing this Agreement including, without limitation -reasonable attorneys' fees. - - 14. If any provision of this Agreement is found by a proper -authority to be unenforceable or invalid such unenforceability or invalidity -shall not render this Agreement unenforceable or invalid as a whole and in such -event, such provision shall be changed and interpreted so as to best accomplish -the objectives of such unenforceable or invalid provision within the limits of -applicable law or applicable court decisions. - - 15. Neither party shall communicate any information to the -other in violation of the proprietary rights of any third party. - - 16. Neither party will assign or transfer any rights or -obligations under this Agreement without the prior written consent of the other -party. - - 17. Neither party shall export, directly or indirectly, any -technical data acquired from the other pursuant to this Agreement or any product -utilizing any - - 3 - 4 - -such data to any country for which the U.S. Government or any agency thereof at -the time of export requires an export license or other governmental approval -without first obtaining such license or approval. - - 18. All notices or reports permitted or required under this -Agreement shall be in writing and shall be delivered by personal delivery, -electronic mail, facsimile transmission or by certified or registered mail, -return receipt requested, and shall be deemed given upon personal delivery, five -(5) days after deposit in the mail, or upon acknowledgment of receipt of -electronic transmission. Notices shall be sent to the addresses set forth at the -end of this Agreement or such other address as either party may specify in -writing. - - 19. Each of the parties agrees that the software programs of -the other party contain valuable confidential information and each party agrees -it will not modify, reverse engineer, decompile, create other works from, or -disassemble any software programs contained in the Confidential Information of -the other party without the prior written consent of the other party. - - 20. This Agreement may be executed in two or more -counterparts, each of which when so executed and delivered shall be deemed an -original, and such counterparts together shall constitute only one instrument. - - 4 - - 5 - - - IN WITNESS WHEREOF, the parties hereto have caused this Mutual -Non-Disclosure Agreement to be executed as of the Effective Date. - - -OACIS HEALTHCARE SYSTEMS CORP. SCIENCE APPLICATIONS INTERNATIONAL - CORPORATION - - - - - -By: /s/ Stephen Ghiglieri By: /s/ K. J. Houston - ------------------------ ---------------------------- - -Name: /s/ Stephen Ghiglieri Name: /s/ K. J. Houston - ---------------------- -------------------------- - -Date: November 4, 1998 Date: November 4, 1998 - ---------------------- -------------------------- - -Address: The Oacis Building Address: 10260 Campus Point Drive - 1101 Fifth Avenue San Diego, CA 92121 - San Rafael, CA 94901 - - 5 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1012459_0000912057-97-027209_document_4.txt b/contract-nli/contract nli in txt/1012459_0000912057-97-027209_document_4.txt deleted file mode 100644 index 765d5a14376d743226579078b6da6b3ac2e75d0c..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1012459_0000912057-97-027209_document_4.txt +++ /dev/null @@ -1,200 +0,0 @@ - - - EXHIBIT "H" - NON-DISCLOSURE AGREEMENT - - - Contract No. [***] - - - MUTUAL NON-DISCLOSURE AGREEMENT - - -This MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") made this ____ day of -____ , 199__ (the "Effective Date") between FEDERAL EXPRESS CORPORATION -("Federal") and INTERNATIONAL BILLING SERVICES, INC ("IBS"). - -RECITALS - - 1. Federal and IBS have each developed certain confidential and -proprietary information ("Federal's Confidential Information" or "IBS's -Confidential Information") including, but not limited to, financial -statements, financing documents, trade secrets, new products, copyrights, -computer software, documentation, specifications, systems, hardware, -concepts, designs, configurations, schedules, costs, performance features, -techniques, copyrighted matter, patentable and patented inventions, plans, -methods, drawings, data, tables, calculations, documents or other paperwork, -computer program narratives, flow charts, source and object codes, business -and marketing plans, dealings, arrangements, objectives, locations and -customer information. - - 2. In order to discuss the pursuit of a business relationship, Federal -and IBS recognize the need for disclosure of Federal's Confidential -Information to IBS, and of IBS's Confidential Information to Federal. - - 3. Federal is willing to disclose its Confidential Information to IBS and -IBS is willing to disclose its Confidential Information to Federal pursuant -to the terms and subject to the conditions of this Agreement. - -FOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement, - -Federal and IBS (individually a "Party" and collectively the "Parties") agree -as follows: - - Section 1. Confidentiality of Information. (a) Each party acknowledges -that all Confidential Information which has or will come into its possession -or knowledge after the Effective Date in connection with business -discussions, conferences or other activities in pursuit of a business -relationship between Federal and IBS: - - (i) is proprietary to the disclosing party, having been designed, -developed or accumulated by the disclosing party at a great expense and over -lengthy periods of time and - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. - - - - (ii) is secret, confidential and unique, and constitutes the exclusive -property of the disclosing party. Each party acknowledges that any disclosure -of the other's Confidential Information other than for the benefit of the -other party will be wrongful and will cause irreparable injury to the other -party and, therefore, each party agrees to hold the other's Confidential -information in strictest confidence and not to make use of it other than for -the benefit of the other party. - - (b) Information shall be deemed "Confidential Information" and shall be -subject to the terms of this Agreement if: - - (i) the party to which such information is being -disclosed is notified that the information is confidential -or proprietary prior to its disclosure; or - - (ii) information in a tangible form is labeled as confidential or -proprietary prior to its disclosure; or - - (iii) the party to which such information is being disclosed knows that -such information is confidential or proprietary or would be reasonably -expected to understand the confidential or proprietary nature of such -information. - - Section 2. Non-Disclosure to Third Parties. Neither party shall -communicate the other's Confidential Information in any form to any third -party without the other party's prior written consent and each party shall -use its best efforts to prevent inadvertent disclosure of the other's -Confidential Information to any third party. Any Confidential Information -disclosed to a third party pursuant to this Section shall be provided -pursuant to a non-disclosure agreement between the party providing the -information and the third party, which non-disclosure agreement shall -substantially conform to this Agreement. In addition, the parties agree that -they will conform to the provisions of applicable securities laws in -connection with their use of the Confidential Information. - - Section 3. Authorized Disclosure. The parties acknowledge that in order to -enable them to discuss pursuit of a business relationship each may be -required to disseminate the other party's Confidential Information to various -of its employees. Each party undertakes to cause any of its employees to whom -such Confidential Information is transmitted to be bound to the same -obligation of secrecy and confidentiality to which the parties are bound -under this Agreement. - - Section 4. Survival of Terms. The obligations of this Agreement shall -terminate with respect to any particular portion of a party's Confidential -Information: - - (i) if either party can show that the Confidential Information -received from the other is or has become generally available to the public -through no violation of the terms of this Agreement; - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. - - - - (ii) if either party can show that such Confidential Information is in -a written record in such party's files prior to receipt from the other party; - - (iii) if either party at any time lawfully obtains such Confidential -Information in writing from a third party under circumstances -permitting its disclosure; - - (iv) if such Confidential Information is disclosed with the prior -written consent of the party to whom such Confidential Information belongs, -provided that any disclosure complies in all respects with the terms of such -written consent; or - - (v) if such Confidential Information is disclosed pursuant to the -lawful requirement of a governmental agency or required by operation of law; -provided that the party to whom such Confidential Information belongs -shall be given written notice prior to such disclosure and such disclosure -shall be permitted only to the extent required by law. - -Otherwise, the obligations of this Agreement with respect to either party's -Confidential Information shall terminate on the later of (i) three (3) years -after the Expiration Date (or earlier termination date) of this Agreement as -set forth in Section 5 hereof, or (ii) in the event there are - -any contracts or agreements between the parties which are entered into in -connection with information disclosed under this Agreement, three (3) years -after the date of termination or expiration of all such contracts and -agreements between the parties. - - Section 5. Extent of Agreement. (a) This Agreement shall govern all -communications between Federal and IBS that are made from the Effective Date -of this Agreement through and including the date which shall be three (3) -years from the Effective Date of this Agreement (the "Expiration Date"). -Notwithstanding the Expiration Date, the parties agree that in the event of -any breach of this Agreement by a party, the injured party shall have the -right to immediately terminate this Agreement. - - (b) This Agreement is not an agreement by either party to enter into any -business relationship with the other or to procure any product or service -from the other. Any agreement for such business relationship, purchase or -other procurement shall be at the discretion of the parties and shall be -evidenced by separate written agreements executed by the parties. - - Section 6. Governing Law. This Agreement shall be governed by and -construed in accordance with the laws of Tennessee. - -written. - - Section 7. Injunctive Relief. In addition to and not in lieu of the -right to terminate as provided in Section 5, the parties agree that in the -event of any violation or threatened - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. - - - -violation of this Agreement the injured party shall be authorized and -entitled to obtain from any court of competent jurisdiction preliminary and -permanent injunctive relief as well as an equitable accounting of all profits -or benefits arising from such violation, which rights and remedies shall be -cumulative and in addition to any other rights or remedies at law or in -equity to which the injured party may be entitled. - - Section 8. Valid Agreement. Both parties acknowledge that this Agreement -is valid and legally binding and has been executed by an authorized -representative, and each party confirms and ratifies the terms and conditions -herein. - -IN WITNESS WHEREOF, the Parties have executed this Agreement on the date -first above written. - -INTERNATIONAL BILLING SERVICES, INC. -By: /R. Karl Turner/ -Title: Sr. Vice President -("IBS") -APPROVED LEGAL DEPT. TK 10/21/96 - - -FEDERAL EXPRESS CORPORATION -By: /Sandra W. Cohn/ -Title: Managing Director -("Federal") -APPROVED AS TO LEGAL FORM CSS 10/11/96 - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. diff --git a/contract-nli/contract nli in txt/1012887_0001193125-07-165503_dex99d6.txt b/contract-nli/contract nli in txt/1012887_0001193125-07-165503_dex99d6.txt deleted file mode 100644 index 52ff25d7ebd809209c686be3f25199942eb542fa..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1012887_0001193125-07-165503_dex99d6.txt +++ /dev/null @@ -1,146 +0,0 @@ - -Non-Disclosure Agreement - - -Exhibit (d)(6) NON-DISCLOSURE AGREEMENT This non-disclosure agreement (“Agreement”) is made on this the Twenty -Second day of November, 2005 between XIUS, a Division of Megasoft Limited a company -incorporated in India under the provisions of the Companies Act, 1956 and having its Principal Place of Business at Reliance Classic, 3rd Floor, Road # 1, Banjara Hills, Hyderabad, A.P. 500 034, India (hereinafter referred to as “XIUS” which expression shall mean and include unless repugnant to the context, its successors and permitted -assigns) and Boston Communications Group, Inc. a company incorporated in Massachusetts and having its registered office at 55 Middlesex Turnpike, -Bedford, MA 01730 (hereinafter referred to as “BCGI” which expression shall mean and include unless repugnant to the context, its successors and permitted assigns). WHEREAS: XIUS, a division of Megasoft – specializes in delivering cutting-edge Telecom Applications, Technology -Platforms and services that enable Mobile Operators to Authenticate, Authorize and Charge subscribers in Real Time; BCGI is in the business of offering products and services in the field of wireless telecommunications BCGI and XIUS are in the process of working out and negotiating a possible business relationship. During the course of the above negotiations, XIUS and BCGI may disclose to each other certain information which may be proprietary and/or of confidential nature as more particularly described below. NOW THEREFORE in consideration of the mutual protection of information herein by the parties hereto and such additional promises and understandings as are -hereinafter set forth, the parties agree as follows:   - - -1. -For purposes of this Agreement, “Confidential Information” means, with respect to either party, any and all information in written, representational, electronic, -verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of or relating to the disclosing party (including, but not limited to, information identified as being proprietary and/or -confidential or pertaining to, pricing, marketing plans or strategy, volumes, services rendered, customers and suppliers lists, financial or technical or service matters or data, employee/agent/ consultant/officer/director related personal or -sensitive data and any information which might reasonably be presumed to be proprietary or confidential in nature) excluding any such information which (i) is known to the public (through no act or omission of the receiving party in violation -of this Agreement); (ii) is lawfully acquired by the receiving party from an independent source having no obligation to maintain the confidentiality of such information; (iii) was known to the receiving party prior to its disclosure under -this Agreement; (iv) was or is independently developed by the receiving party without breach of this Agreement; or (v) is required to be disclosed by governmental or judicial order, in which case the party so required shall give the other -party prompt written notice, where possible, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment and also to enable such other party to seek a protective order or other appropriate remedy at such other -party’s sole costs.   - - -2. -This Agreement does not obligate either party to disclose any particular proprietary information; to purchase, sell, license, transfer, or otherwise dispose of any technology, -services, or products; or to enter into any other form of business, contract or arrangement. Furthermore, nothing contained hereunder shall be construed as creating, conveying, transferring, granting or conferring by one party on the other party any -rights, license or authority in or to the information provided. The parties shall use the Confidential Information only for the limited purpose of the parties discussing the possibility of offering the services jointly to the carriers/operators in -the American region and for no other purpose whatsoever. - - - - -3. -Each party agrees and undertakes that it shall not, without first obtaining the written consent of the other, disclose or make available to any person, reproduce or transmit in arty -manner, or use (directly or indirectly) for its own benefit or the benefit of others, any Confidential Information save and except both parties may disclose any Confidential Information to their Affiliates, directors, officers, employees or advisors -of their own or of Affiliates on a “need to know” basis to enable them to evaluate such Confidential Information in connection with the negotiation of the possible business relationship; provided that such persons have been informed of, -and agree to be bound by obligations which are at least as strict as the recipient’s obligations hereunder. For the purpose of this Agreement, Affiliates shall mean, with respect to any party, any other person directly or indirectly -Controlling, Controlled by, or under direct or indirect common Control with, such party. “Control”, “Controlled” or “Controlling” shall mean, with respect to any person, any circumstance in which such person is -controlled by another person by virtue of the latter person controlling the composition of the Board of Directors or owning the largest or controlling percentage of the voting securities of such person or by way of contractual relationship or -otherwise.   - - -4. -The receiving party shall use the same degree of care and protection to protect the Confidential Information received by it from the disclosing party as it uses to protect its own -Confidential Information of a like nature, and in no event such degree of care and protection shall be of less than a reasonable degree of care.   - - -5. -Each party warrants that it has the right to make the disclosures under this Agreement. No other warranties are made by either party under this Agreement and all information -exchanged under this Agreement is provided “as is”. The disclosing party shall not be in any way responsible for any decisions or commitments made by receiving party in relying on the disclosing party’s Confidential Information. -   - - -6. -The parties agree to indemnify and keep indemnified each other against all loss and damage, which the disclosing party may suffer as a result of any breach of this Agreement by the -receiving party; provided always that the disclosing party shall forthwith give written notice to the receiving party of the above loss and damage and satisfactory documentary evidence of such actual loss and damage.   - - -7. -The parties agree that upon termination/expiry of this Agreement or at any time during its currency, at the request of the disclosing party, the receiving party shall promptly -deliver to the disclosing party the Confidential Information and copies thereof in its possession or under its direct or indirect control, and shall destroy all memoranda, notes and other writings prepared by the receiving party or its Affiliates or -directors, officers, employees or advisors based on the Confidential Information and promptly certify such destruction.   - - -8. -Both parties acknowledge that the Confidential Information coming to the knowledge of the other may relate to and/or have implications regarding the future strategies, plans, -business activities, methods, processes and or information of the parties, which afford them certain competitive and strategic advantage. Accordingly neither party shall use the Confidential Information in a manner that will jeopardise or adversely -affect in any manner such future strategies, plans, business activities, methods, processes, information, and/or competitive and strategic advantage of the disclosing party.   - - -9. -The parties hereto acknowledge and agree that in the event of a breach or threatened breach by the other of the provisions of this Agreement, the party not in breach will have no -adequate remedy in money or damages and accordingly the party not in breach shall be entitled to injunctive relief against such breach or threatened breach by the party in breach.   - - -10. -No failure or delay by either party in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or -enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise of enforcement of any other right, remedy or power.   - - -11. -If any dispute arises between the parties hereto during the subsistence or thereafter, in connection with or arising out of this Agreement, the dispute shall be referred to -arbitration under the Indian Arbitration and Conciliation Act, 1995 by a panel of three arbitrators. Each party will appoint one arbitrator and the two arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be -held in Hyderabad, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the parties.   -2 - - - - -12. -This Agreement will be governed exclusively by the laws of India and subject to Clause 11, jurisdiction shall be vested exclusively in the courts at Hyderabad. -   - - -13. -This Agreement shall not be amended, assigned or transferred by either party without the written consent of the other party.   - - -14. -This Agreement shall remain valid for a period of three (3) years from the date of execution of this Agreement which term may be extended by mutual consent in writing of both -the parties. This Agreement may be terminated by either party by giving thirty (30) days notice in writing to the other party without assigning any reason whatsoever. The obligations of each party hereunder will continue and be binding -irrespective of whether the discussion between the parties materialise into a specific understanding/business relationship or not and for a further period of three (3) years after termination/expiry of the Agreement. In any event, however, -the obligations of each Party to maintain the confidentiality of the Confidential Information it has received under this agreement shall continue indefinitely as to Confidential Information constituting a trade secret under applicable law. -   - - -15. -Each party will bear its own costs in connection with the activities undertaken in connection with this Agreement.   - - -16. -Nothing in this Agreement is intended to confer any rights/remedies under or by reason of this Agreement on any third party.   - - -17. -This Agreement supersedes all prior discussions and writings with respect to the Confidential Information and constitutes the entire Agreement between the parties with respect to -the subject matter hereof. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) thereof shall be stricken -from this Agreement and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. IN -WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date and year written above.   - - - - - - -XIUS, a Division of Megasoft Limited -  -Boston Communications Group, Inc. - - - - - /s/ Upendra Bhatt -  - /s/ Erain Galiogla - -Name: Upendra Bhatt -  -Name: Erain Galiogla - -Designation: Vice President -  -Designation: Vice President and General Manager -   -3 diff --git a/contract-nli/contract nli in txt/1013240_0001047469-04-010350_a2132633zex-10_22.txt b/contract-nli/contract nli in txt/1013240_0001047469-04-010350_a2132633zex-10_22.txt deleted file mode 100644 index 95d1f1ea4653cbb1c7503588c35f9d2378746456..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1013240_0001047469-04-010350_a2132633zex-10_22.txt +++ /dev/null @@ -1,766 +0,0 @@ - - - - - - -Exhibit 10.22 -  -NON-DISCLOSURE, NON-COMPETITION, -AND NON-SOLICITATION AGREEMENT -  -This Non-Disclosure, Non-Competition, and -Non-Solicitation Agreement (“Agreement”) is entered into effective as of -April 1, 2004 (the “Effective Date”), by and between Level 3 Communications, -LLC, a Delaware limited liability company (“Level 3” or the “Buyer”), on the -one hand, and ICG Communications, Inc. (the “Parent”), a Delaware corporation, -and ICG Telecom Group, Inc. (the “Company”), a Delaware corporation, and for -and on behalf of any of their direct or indirect parents, subsidiaries, -successors, or Affiliates (collectively referred to as “ICG” or the “Sellers”), -on the other hand. -  -RECITALS -  -A.                                   The -Sellers are engaged in conducting a dial-up ISP business whereby the Sellers -provide Internet access and other Internet-related services to Internet service -providers and their customers. -  -B.                                     The -Buyer and Sellers are parties to an Asset Purchase Agreement (the “Purchase -Agreement”) dated as of April 1, 2004, pursuant to which Level 3 is purchasing -from Sellers certain of Sellers’ assets (the “Acquired Assets”) used or held -for use by Sellers in conducting the Sellers’ dial-up ISP business whereby the -Company provides dial-up Internet access to Internet service providers and their -customers, excluding the Company’s direct Internet access and primary rate -interface businesses (the “Business”), as more fully described therein.  Contemporaneous with this Agreement, Buyer -and Sellers are closing and consummating the principal transactions -contemplated by the Purchase Agreement. -  -C.                                     Sellers -acknowledge that the Buyer would not enter into or close the Purchase Agreement -without Sellers’ agreement to the terms and conditions of this Agreement, and -the execution of this Agreement by Sellers is a condition precedent to the -Buyer’s obligation to close under the Purchase Agreement. -  -AGREEMENT -  -NOW, THEREFORE, in consideration of the Buyer’s execution -and delivery of the Purchase Agreement, the closing thereunder and other good -and valuable consideration, the receipt and sufficiency of which are hereby -acknowledged, the parties agree as follows: -  -ARTICLE 1 -NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION -  -1.1                                 Non-Disclosure.  Sellers shall not disclose or appropriate -for their own use, or for the use of any third party, at any time, any trade -secrets or confidential or proprietary information included in or related to -the Acquired Assets or the Business as previously operated by Sellers, whether -or not developed by Sellers including, without limitation, information -pertaining to the customers, vendors, prices, profits, contract terms or -operating procedures of Sellers relating to the Business or the Acquired -Assets; provided, however, that Sellers may use -  - - - - - - - -  -any such trade secrets -and confidential or proprietary information (a) if and to the extent used in -their businesses other than the Business and (b) in connection with providing -services pursuant to the Transition Services Agreement. -  -1.2                                 Non-Competition.  For a period of three (3) years from -and after the Effective Date (the “Restrictive Period”), Sellers shall -not engage, directly or indirectly, through any other entity or with any person -(whether as an owner, shareholder, partner, member, director, officer, -employee, agent, investor, or otherwise), in any business activity which is in -competition with the Business conducted by Buyer during the Restrictive -Period.  The foregoing restrictions -shall, however, apply only for a one-year period from and after the Effective -Date with respect to any successor of any Seller who is not engaged in the same -type of business as the Business as of the Effective Date and shall not apply -at all with respect to any successor, other than Sellers and any of their -Affiliates as of the Effective Date, that is engaged in the same type of -business as the Business.  Because -Sellers’ Business is nationwide, Sellers agree that they will not so compete -anywhere in the United States (the “Territory”).  Notwithstanding the foregoing, Sellers may, -during the 60-day period following the Effective Date, provide services in the -Business to those customers delineated on Schedule 1.02(c) of the -Purchase Agreement, subject to and in accordance with Section 5.08 of the -Purchase Agreement; provided such services shall be provided solely pursuant to -the customer contracts listed on such Schedule 1.02(c) and the amount of -such service shall not be materially greater than that provided to such -customers by Sellers during the 60-day period prior to the Effective Date. -  -1.3                                 Non-Solicitation.  During the Restrictive Period, without the -prior written consent of the Buyer (which Buyer may withhold in the exercise of -its sole, absolute, and arbitrary discretion), Sellers (including, without -limitation, any successors) shall not induce or solicit, directly or -indirectly, through any other entity or with any other person, (whether as an -owner, shareholder, partner, member, director, officer, employee, agent, -investor, or otherwise) any employee of the Buyer or its Affiliates who is -involved in the managed modem business conducted by Buyer or any of its -Affiliates, including, without limitation, the Business, to terminate the -employee’s employment with the Buyer or any such Affiliate. -  -1.4                                 Remedies.  Any breach of any of the covenants set forth -in this Article 1 would result in irreparable damage to the Buyer.  Consequently, and without limiting other -remedies which may exist for a breach of this Agreement, the Buyer will have -the right to enforce such covenants by obtaining a temporary restraining order, -preliminary injunction, and permanent injunction restraining any violation -hereof, pending or following a trial on the merits, without posting any bond -and in addition to all other remedies available to the Buyer at law or in -equity. -  -1.5                                 Reasonableness -of Covenants.  Sellers acknowledge -and agree that the covenants contained in this Agreement are reasonable in all -respects, including without limitation their duration and geographic -scope.  Sellers expressly waive any -defenses as to the reasonableness of such covenants in any action between the -parties to enforce this Agreement. -  -1.6                                 Certain -Definitions.  As used in this -Agreement: -  -2 - - - - - - - -  -(a)                                  “Affiliate” -means, with respect to any Person, a Person that directly or indirectly, -through one or more intermediaries, Controls, is Controlled by, or is under -common Control with, such Person; provided that a Person will not be deemed to -Control another Person if the only indicia of such Control is voting control of -more than 10% but less than 20% of outstanding, publicly traded equity -securities of such other Person. -  -(b)                                 “Control” -(including the terms “Controlled by” and “under common Control with”) means, as -used with respect to any Person, possession, directly or indirectly or as a -trustee or executor, of power to direct or cause the direction of management or -policies of such Person (whether through ownership of voting securities, as -trustee or executor, by agreement or otherwise). -  -(c)                                  “Person” -means an individual, corporation, partnership, limited liability company, joint -venture, trust, unincorporated organization or other entity. -  -(d)                                 Other -terms used but not defined herein have the respective meanings given to such -terms in the Purchase Agreement. -  -ARTICLE 2 -MISCELLANEOUS -  -2.1                                 Validity.  Sellers acknowledge that the Non-Disclosure, -Non-Competition and Non-Solicitation covenants set forth in Article 1 are -necessary to protect the Buyer from competing efforts and to insure that the -Buyer receives the benefits for which it has paid by closing under the Purchase -Agreement.  If either the -Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in -this Agreement are held by a court of competent jurisdiction to be -unenforceable under applicable law with respect to duration or scope of the -agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or -Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such -part or parts of the Territory for such lesser period of time and for such -limited scope as is permissible under applicable law. -  -2.2                                 Waiver.  The Buyer’s failure to enforce any provision -of this Agreement will not in any way be construed as a waiver of any such -provision or prevent the Buyer thereafter from enforcing each and every -provision of this Agreement. -  -2.3                                 Applicable -Law, Jurisdiction, and Venue.  This -Agreement shall be governed by, and construed in accordance with, the Laws of -the State of Colorado applicable to agreements made and to be performed wholly -within such jurisdiction.  The parties -hereby irrevocably and unconditionally consent to the exclusive jurisdiction of -the courts of the State of Colorado and of the United States of America, in -each case located in the County of Denver, for any litigation arising out of or -relating to this Agreement, and further agree that service of any process, -summons, notice or document by U.S. registered mail to its respective address -set forth in this Agreement shall be effective service of process for any litigation -brought against it in any such court.  -The parties hereby irrevocably and unconditionally waive any objection -to the laying of venue of any litigation arising out of this Agreement in the -courts of the State of Colorado or the United States of America, in each case, -located in the County of Denver, and hereby further -  -3 - - - - - - - -  -irrevocably and -unconditionally waive and agree not to plead or claim in any such court that -any such litigation brought in any such court has been brought in an -inconvenient forum. -  -2.4                                 Attorney -Fees.  If any action at law or in -equity is brought to enforce or interpret the terms of this Agreement, the -prevailing party shall be entitled to its reasonable attorneys’ fees, costs, -expert witness fees and all other disbursements in addition to any other relief -to which it or he may be entitled. -  -2.5                                 Modification.  This Agreement may not be amended or -modified by the parties except by a written agreement executed by both parties. -  -2.6                                 Headings -or Captions.  Headings or captions -contained in this Agreement have been inserted herein only as a matter of -convenience and in no way define, limit, extend or describe the scope of this -Agreement or the intent of any provision hereof. -  -2.7                                 Construction.  Unless the context of this Agreement clearly -requires otherwise:  (i) references to -the plural include the singular and vice versa; (ii) references to one gender -include all genders; (iii) “including” is not limiting; (iv) “or” has the -inclusive meaning represented by the phrase “and/or”; (v) the words “hereof”, -“herein”, “hereby”, “hereunder” and similar terms in this Agreement refer to -this Agreement as a whole and not to any particular provision of this -Agreement; (vi) section and clause references are to this Agreement unless -otherwise specified; (vii) reference to any agreement (including this -Agreement), document or instrument means such agreement, document or instrument -as amended or modified and in effect from time to time in accordance with the terms -thereof and, if applicable, the terms hereof; and (vii) general or specific -references to any Law mean such Law as amended, modified, codified or -reenacted, in whole or in part, and in effect from time to time, unless the -effect thereof is to reduce, limit or otherwise prejudicially affect any -obligation or any right, power or remedy hereunder, in which case such -amendment, modification, codification or reenactment will not, to the maximum -extent permitted by Law, form part of this Agreement and is to be disregarded -for purposes of the construction and interpretation hereof. -  -2.8                                 Counterparts.  This Agreement may be executed by the -parties on any number of separate counterparts, and all such counterparts so -executed constitute one agreement binding on all the parties notwithstanding -that all the parties are not signatories to the same counterpart. -  -2.9                                 Entire -Agreement.  This Agreement and the -Purchase Agreement and the documents referred to therein constitute the entire -agreement among the parties pertaining to the subject matter hereof and -supersede all prior agreements, letters of intent, understandings, negotiations -and discussions of the parties, whether oral or written. -  -2.10                           Failure -or Delay.  No failure on the part of -any party to exercise, and no delay in exercising, any right, power or -privilege hereunder operates as a waiver thereof; nor does any single or -partial exercise of any right, power or privilege hereunder preclude any other -or further exercise thereof, or the exercise of any other right, power or -privilege.  No notice to or demand on -any party in any case entitles such party to any other or further notice or -demand in similar or other circumstances. -  -4 - - - - - - - -  -2.11                           Notice.  Any notice required or permitted to be given -hereunder shall be sufficient if in writing and if hand delivered, sent by -overnight courier, or sent by registered or certified mail, postage prepaid, -addressed as follows: -  - - - -If to the Buyer: - - -  - - -Level 3 Communications, - LLC - - - - -  - - -  - - -1025 Eldorado Blvd. - - - - -  - - -  - - -Broomfield, Colorado - 80021 - - - - -  - - -  - - -Attention:  General Counsel - - - - -  - - -  - - -  - - - - -  - - -  - - -  - - - - -With a copy to: - - -  - - -Otten, Johnson, - Robinson, Neff & Ragonetti, P.C. - - - - -  - - -  - - -1600 U.S. Bank Tower - - - - -  - - -  - - -950 Seventeenth Street - - - - -  - - -  - - -Denver, Colorado 80202 - - - - -  - - -  - - -Attention:  Steven E. Segal, Esq. - - - - -  - - -  - - -  - - - - -  - - -  - - -  - - - - -If to Sellers: - - -  - - -ICG Communications, - Inc. - - - - -  - - -  - - -161 Inverness Drive - West - - - - -  - - -  - - -Englewood, Colorado - 80112 - - - - -  - - -  - - -Attention:  General Counsel - - - -  -[Signatures on following -page] -  -5 - - - - - - - -  -IN WITNESS WHEREOF, Sellers and the Buyer have executed this Agreement -effective as of the date first written above. -  - - - -  - - -ICG - COMMUNICATIONS, INC. - - - - -  - - -  - - - - -  - - -  - - - - -  - - -By: - - -  - - -  - - - - -  - - -  - - -Name: - - - - -  - - -  - - -Title: - - - - -  - - -  - - -  - - - - -  - - -  - - -  - - - - -  - - -ICG - TELECOM GROUP, INC. - - - - -  - - -  - - -  - - - - -  - - -  - - -  - - - - -  - - -By: - - -  - - -  - - - - -  - - -  - - -Name: - - - - -  - - -  - - -Title: - - - - -  - - -  - - -  - - - - -  - - -  - - -  - - - - -  - - -LEVEL - 3 COMMUNICATIONS, LLC - - - - -  - - -  - - - - -  - - -  - - - - -  - - -By: - - -  - - -  - - - - -  - - -  - - -Name:  Robert M. Yates - - - - -  - - -  - - -Title:  Senior Vice President and - - - - -  - - -  - - -Assistant - General Counsel - - - - - - - - - - -  -Signature Page to -Non-Competition Agreement -  - - - - - - - - - diff --git a/contract-nli/contract nli in txt/1013322_0000912057-00-023405_document_2.txt b/contract-nli/contract nli in txt/1013322_0000912057-00-023405_document_2.txt deleted file mode 100644 index ec1bf1d9cf747ae422cadd077acbe715c2518524..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1013322_0000912057-00-023405_document_2.txt +++ /dev/null @@ -1,133 +0,0 @@ - - - - MUTUAL NONDISCLOSURE AGREEMENT - - Effective Date: 12/10/98 - - This Agreement governs the disclosure of information by and between Yahoo! -Inc., a California corporation, and Restrac, Inc. ("Participant"). - - 1. The "Confidential Information" is that confidential, proprietary, and -trade secret information being disclosed by the disclosing party described as -(please be specific): - - (a) Yahoo Confidential Information (owned by Yahoo and any of its - affiliates): Resume and Employment Related. - - (b) Participant Confidential Information: Resume and Employment - Related. - - 2. Except as set forth in this Section 2, all Confidential Information -shall be in tangible form and shall be marked as Confidential or proprietary -information of the disclosing party. If the Confidential Information is -disclosed orally or visually, it shall be identified as such at the time of -disclosure and confirmed in a writing to the recipient within thirty (30) days -of such disclosure. - - 3. Each of the parties agrees that it will not make use of, disseminate, or -in any way disclose any Confidential Information of the other party to any -person, firm or business, except to the extent necessary for negotiations, -discussions and consultations with personnel or authorized representatives of -the other party and any purpose the other party may hereafter authorize in -writing. Each of the parties agrees that it shall disclose Confidential -Information of the other party only to those of its employees who need to know -such information and who have previously agreed, either as a condition to -employment or in order to obtain the Confidential Information, to be bound by -terms and conditions substantially similar to those of this Agreement. - - 4. There shall be no liability for disclosure or use of Confidential -Information which is (a) in the public domain through no fault of the receiving -party (b) rightfully received from a third party without any obligation of -confidentiality, (c) rightfully known to the receiving party without any -limitation on use or disclosure prior to its receipt from the disclosing party, -(d) independently developed by the receiving party, (e) generally made available -to third parties without any restriction on disclosure, or (f) communicated in -response to a valid order by a court or other governmental body, as otherwise -required by law, or as necessary to establish the rights of either party under -this Agreement (provided that the party so disclosing has provided the other -party with a reasonable opportunity to seek protective legal treatment for such -Confidential Information). - - 5. "Residual Information" shall mean any Confidential Information of the -disclosing party which may be retained in intangible form in the minds of those -individuals of the receiving party who have had proper access to such -Confidential Information. Notwithstanding anything else in this Agreement, the -receiving party shall be free to use any Residual Information for any purpose -whatsoever, including, without limitation, the development of its own products, -provided that such party shall not be entitled to disclose Residual Information -to any third parties unless such disclosure is in the course of, or as part of, -any disclosure of its own products or their development. - - 6. Each of the parties agrees that it shall treat all Confidential -Information of the other party with the same degree of care as it accords to its -own Confidential Information and each of the parties represents that it -exercises reasonable care to protect its own Confidential Information. - - 7. Each of the parties agrees that it will not modify, reverse engineer, -decompile, create other works from, or disassemble any software programs -contained in the Confidential Information of the other party unless otherwise -specified in writing by the disclosing party. - - - - - 8. All materials (including, without limitation, documents, drawings, -models, apparatus, sketches, designs and lists) furnished to one party by the -other, and which are designated in writing to be the property of such party, -shall remain the property of such party and shall be returned to it promptly at -its request, together with any copies thereof. - - 9. This Agreement shall govern all communications between the parties that -are made during the period from the effective date of this Agreement to the date -on which either party receives from the other written notice that subsequent -communications shall not be so governed, provided, however that each party's -obligations under Sections 2 and 3 with respect to Confidential Information of -the other party which it has previously received shall continue unless and until -such Confidential Information falls within Sections 4 or 5. - - 10. Neither party shall communicate any information to the other in -violation of the proprietary rights of any third party. Neither party acquires -any licenses under any intellectual property rights of the other party under -this Agreement. This Agreement shall be governed in all respects by the laws of -the United States of America and by the laws of the State of California as such -laws are applied to agreements entered into and to be performed entirely within -California between California residents. This Agreement may only be changed by -mutual agreement of authorized representatives of the parties in writing. All -notices or reports permitted or required under this Agreement shall be in -writing and shall be by personal delivery, telegram, telex, telecopier, -facsimile transmission or by certified or registered mail, return receipt -requested, and shall be deemed given upon personal delivery, five (5) days after -deposit in the mail, or upon acknowledgment of receipt of electronic -transmission. Notices shall be sent to the addresses set forth at the end of -this Agreement or such other address as either party may specify in writing. - - IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate -as of the date first written above. - - - - - -YAHOO! INC. - -------------------------------------------- - -By: /s/ Matt Rowlen By: /s/ M. J. Fahey - ------------------------------------- --------------------------------------- - -Printed Name: Matt Rowlen Printed Name: M. J. Fahey - --------------------------- ----------------------------- - -Title: Manager of Business Development Title: President - -------------------------------- ------------------------------------ - -Address: Yahoo! Address: Lexington, MA - -------------------------------- ---------------------------------- - - -------------------------------- ---------------------------------- - - -------------------------------- ---------------------------------- - - - -
\ No newline at end of file diff --git a/contract-nli/contract nli in txt/1013687_0000950144-96-001973_document_37.txt b/contract-nli/contract nli in txt/1013687_0000950144-96-001973_document_37.txt deleted file mode 100644 index fe00d5bb067bb85b6a99bb7a05a68d2f5ba31325..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1013687_0000950144-96-001973_document_37.txt +++ /dev/null @@ -1,112 +0,0 @@ - 1 - - - EXHIBIT 10.36 - - - - MUTUAL NON-DISCLOSURE AGREEMENT - - -THIS AGREEMENT is made this _________ day of ___________, 19 ___, by and -between __________________________ ("Company" and Phoenix International Ltd., -Inc. ("Phoenix"), having its principal place of business at 900 Winderley -Place, Suite 140, Maitland, Florida 32751. - - RECITALS - -WHEREAS, Phoenix and Company mutually desire to engage in discussions -concerning a possible business relationship for the development and/or -licensing of software products and, in furtherance of those discussions may -find it necessary and advantageous to disclose to each other, certain -confidential information regarding software products and strategic plans; and - -WHEREAS, Company and Phoenix consider such documents, records and information -pertaining to products confidential and do not want them disclosed to third -parties; - -NOW, THEREFORE IN CONSIDERATION of the mutual covenants and conditions herein -contained, the parties agree as follows: - -1. Phoenix and Company agree that they shall hold in confidence and shall - not disclose any Confidential Information (as defined in Paragraph 2 - below) without the prior written authorization from a corporate officer of - the party to whom the information belongs nor use such Confidential - Information for any purpose other than that contemplated by this - Agreement. This obligation, however, shall not extend to any of the - following: - - A. Confidential Information which at the time of disclosure is - in the public domain; - - B. Confidential Information which after generation or disclosure - is published or otherwise becomes part of the public domain through - no fault of the disclosing party (but only after and to the extent - that it is published or otherwise becomes part of the public - domain); - - C. Confidential Information which either party can show was in - its possession at the time of generation or disclosure and was not - acquired, directly or indirectly, from the other party or from a - third party under obligation of confidence; - - D. Confidential Information which was received after the time of - generation or disclosure hereunder, from a third party who did not - require that party to hold it in confidence and who did not acquire - it, directly or indirectly, form the other party under an obligation - of confidence; and - - - 2 - - - E. Confidential Information which Phoenix and Company can show - was developed independently without benefit of, or based on - information generated hereunder or made available by the other - party. - -2. "Confidential Information" shall be deemed to include the source and - object code computer programs and associated documentation, manuals and - other printed or visually acceptable materials describing the use or - design of software and strategic plans as well as any other information, - oral or written, which shall be so noted on its face as being confidential - or proprietary to the disclosing party. - -3. Each party shall exercise such care in the protection of the confidential - information of the other as they exercise in the protection of - confidential information of their own. - -4. Rights and obligations of this Agreement shall be binding upon the heirs, - assigns and successors of Phoenix and Company. - -5. At the termination of this examination, both parties agree to return to - each other all of the documents and other information provided in - connection with this examination, and all copies thereof, as soon as - requested by the other party. - -6. Phoenix and Company warrant that they have the unqualified right to - disclose fully the Confidential Information disclosed hereunder. - -7. Phoenix and Company agree to maintain as Confidential Information, the - existence of these discussions regarding a possible business relationship, - until an agreement is completed. - - IN WITNESS HEREOF, the parties hereto by their duly authorized - representatives have executed this Agreement as of the date first written - above. - - - -PHOENIX INTERNATIONAL LTD., INC. - - - -By: By: - ---------------------------- ---------------------------- - Authorized Signature Authorized Signature - - ---------------------------- ---------------------------- - Type or Print Name and Title Type or Print Name and Title - - ---------------------------- ---------------------------- - Date Date \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1013687_0000950144-96-001973_document_38.txt b/contract-nli/contract nli in txt/1013687_0000950144-96-001973_document_38.txt deleted file mode 100644 index d24fbeefe38dcd3be5e10e2ab9277fa749bd7854..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1013687_0000950144-96-001973_document_38.txt +++ /dev/null @@ -1,193 +0,0 @@ - 1 - - - EXHIBIT 10.37 - - - - CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT - PERMITTING ACCESS TO SYSTEM DOCUMENTATION - AND DATA FILES FOR DATA CONVERSION - - -THIS CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM -DOCUMENTATION AND DATA FILES FOR DATA CONVERSION (hereinafter referred to as -the "Agreement") is made and entered into as of the last day and year written -below by and between Phoenix International Ltd., Inc., a Florida Corporation, -of 900 Winderley Place, Suite 140, Maitland, Florida 32751 ("Company"), and -the following parties: - - - - - -CLIENT: RECIPIENT: - - -------------------------------------------- ------------------------------------------------------- - - -------------------------------------------- ------------------------------------------------------- - - -------------------------------------------- ------------------------------------------------------- - -Contact: Contact: - ----------------------------------- ----------------------------------------------- - -Telephone: Telephone: - --------------------------------- --------------------------------------------- -(above party is hereinafter to as "Client") (above party is hereinafter referred to as "Recipient") -
- - - - Purpose of Agreement: - -Company has developed, owns, uses, or re-markets certain confidential and -proprietary computer software and related documentation and materials (all of -which shall collectively be referred to hereinafter as "Application Software"), -which Application Software is used to process certain of Client's data pursuant -to a separate license or service agreement between Company and Client. Client -desires that certain of its data being processed by the Application Software be -converted to another software program (hereinafter referred to as the -"Conversion"), and Client desires that Recipient assist with this Conversion. -In order for Recipient to perform Recipient's job functions with Client, Client -desires that Recipient have access to those data files of Client and to those -portions of the documentation for the Application Software which are -specifically identified in Paragraph 1 below (those items identified in -Paragraph 1 shall collectively be hereinafter referred to as the "Confidential -Information"). Recipient, on its own behalf and on behalf of its employees, -agrees to abide by the terms of this Agreement. Company and Client agree to -permit Recipient to have access to the Confidential Information as requested -herein by Client, but only in accordance with the terms of this Agreement. - -Therefore, in consideration of the premises hereof, and other good and valuable -consideration not herein recited but the receipt and sufficiency of which are -hereby acknowledged, the parties hereto agree as follows: - - 2 - -CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT - - - - 1. Grant of Access to Confidential Information. Company and - Client hereby agree to permit Recipient to have access to the - Confidential Information listed below for the sole purpose of - assisting Client with the Conversion, and such access is granted - solely upon the terms and conditions set forth in this Agreement. - This Agreement DOES NOT grant to Recipient the right to have access - to any portion of the Application Software other than the - documentation specifically set forth below. The Confidential - Information to be disclosed is as follows: - -Client data files to be Deconverted: - ----------------------------------------- - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - -Application Software Documentation to be Provided to Recipient: - -------------- - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - - 2. Confidential Nature of Application Software and Confidential - Information. Recipient acknowledges that the Application Software - and all documentation and related materials are proprietary to - Company and are confidential and constitute a valuable asset of - Company, and that the data files contained in the Confidential - Information are proprietary to Client and are confidential and - constitute a valuable asset of Client. Recipient agrees to - safeguard the Confidential Information, and Recipient shall not - disclose or give access to the Confidential Information to any - person or entity other than those employees of Recipient who have a - need for such access in order to assist Client with Conversion. - - 3. Unauthorized Use. Recipient shall not make any unauthorized - use or disclosure of the Confidential Information and Recipient - shall promptly advise Company and Client in writing if Recipient - learns of any unauthorized use or disclosure of the Confidential - Information or Application Software by anyone, whether an employee, - former employee or agent of Recipient, or others, and shall - immediately take all reasonable steps within Recipient's power to - stop any unauthorized use or disclosure of the Confidential - Information or Application Software by anyone. Recipient shall not, - and it will not permit anyone else, to copy the Confidential - Information or Application Software. - - 4. Termination. In the event an employee of Recipient - terminates his or her employment with Recipient, Recipient agrees to - require such terminated employee to immediately return to Recipient - all copies of the Confidential Information in such employee's - possession at the time of termination of employment. Recipient - shall, upon the earlier occurrence of (i) completion of the tasks - assigned to it by Client which require access to the Confidential - - - 3 - - -CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT - - - Information, or (ii) Recipient's termination of employment with - Client, return to Client all copies of the Confidential Information. - - 5. Injunctive Relief. Recipient acknowledges that the use or - disclosure of the Confidential Information or Application Software - by Recipient (including any of its employees or anyone who obtains - the Confidential Information or Application Software or gains access - thereto from or through Recipient or any of its employees) in a - manner inconsistent with this Agreement will cause Company or Client - as the case may be, irreparable damage. In such event, Company and - Client shall have the right to equitable and injunctive relief to - prevent any unauthorized use or disclosure, and to such damages as - are occasioned by any such unauthorized use or disclosure, including - but not limited to reasonable attorneys' fees and costs incurred in - enforcing Company's or Client's rights hereunder. - - 6. Miscellaneous. This agreement shall be governed by, - interpreted in accordance with, and enforced under the laws of the - State of Florida. Recipient and Client hereby agree and acknowledge - that Company is a benefited third party to this Agreement. - Modification of this Agreement must be in writing and signed by all - parties. - - IN WITNESS WHEREOF, the parties hereto have executed this Addendum in - manner and form sufficient to bind them on the day and year indicated - after their respective execution hereof. - - - CLIENT: RECIPIENT: - - - ---------------------------- ---------------------------- - Authorized Signature Authorized Signature - - - ---------------------------- ---------------------------- - Type or Print Name and Title Type or Print Name and Title - - - ---------------------------- ---------------------------- - Date Date - - - PHOENIX INTERNATIONAL LTD., INC. - - - ---------------------------- - Authorized Signature - - - ---------------------------- - Type or Print Name and Title - - - ---------------------------- - Date \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1014552_0000950148-01-500497_v71961toex99-d3.txt b/contract-nli/contract nli in txt/1014552_0000950148-01-500497_v71961toex99-d3.txt deleted file mode 100644 index 2fe6417b4a50ceb060d8ec93b822226fc28dc3b7..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1014552_0000950148-01-500497_v71961toex99-d3.txt +++ /dev/null @@ -1,397 +0,0 @@ - 1 - Exhibit d(3) - - - DTM CORPORATION - 1611 Headway Circle - Building 2 - Austin, Texas 78754-5138 - - - March 17, 2001 - - -3D Systems Corporation -26081 Avenue Hall -Valencia, California 91355 - - - - Confidentiality Agreement - - - -Ladies and Gentlemen: - - In connection with the possible transaction (the "Proposed Transaction") -between DTM Corporation (together with its subsidiaries, "DTM") and 3D Systems -Corporation (together with its subsidiaries, "3D"), and in order to allow DTM -and 3D to evaluate the Proposed Transaction, each of DTM and 3D have and will -deliver to the other party hereto, upon the execution and delivery of this -letter agreement by such other party, certain information about its properties, -employees, finances, businesses and operations (such party when disclosing such -information being the "Disclosing Party" and when receiving such information -being the "Receiving Party"). All information (i) about the Disclosing Party or -(ii) about a third party (which information was provided to the Disclosing Party -subject to a confidentiality agreement with such third party) furnished by the -Disclosing Party or its Representatives (as defined below) to the Receiving -Party or its Representatives, whether furnished before or after the date hereof -in connection with the Proposed Transaction, and regardless of the manner in -which it is furnished, is referred to in this letter agreement as "Evaluation -Material." Evaluation Material shall not include, however, information which (i) -is or becomes generally available to the public other than as a result of a -disclosure by the Receiving Party or its Representatives in violation of this -letter agreement; (ii) was available to the Receiving Party on a nonconfidential -basis prior to its disclosure by the Disclosing Party or its Representatives; -(iii) becomes available to the Receiving Party on a nonconfidential basis from a -person other than the Disclosing Party or its Representatives who is not -otherwise bound by a confidentiality agreement with the Disclosing Party or any -of its Representatives, or is otherwise not known to the Receiving Party to be -under an obligation to the Disclosing Party or any of its Representatives not to -transmit the information to the Receiving Party; or (iv) was independently -developed by the Receiving Party without reference to or use of the Evaluation -Material. For purposes of this letter agreement, (i) "Representative" shall -mean, as to any person, its directors, officers, employees, agents and advisors -(including, without limitation, financial advisors, attorneys and accountants) -and debt and equity financing sources and their advisors and Representatives -(but shall not include any debt and equity financing sources that enter into a -confidentiality agreement reasonably - - - 2 - -acceptable to the Disclosing Party, which either names Disclosing Party as a -third party beneficiary or to which Disclosing Party is made a party, and an -executed copy of which is provided to Disclosing Party); and (ii) "person" shall -be broadly interpreted to include, without limitation, any corporation, company, -partnership, other entity or individual. - - Subject to the immediately succeeding paragraph, unless otherwise agreed to -in writing by the Disclosing Party, the Receiving Party (i) except as required -by law, rule or regulation, shall keep all Evaluation Material confidential, -shall not disclose or reveal any Evaluation Material to any person other than -its Representatives who are actively and directly participating in its -evaluation of the Proposed Transaction or who otherwise need to know the -Evaluation Material for the purpose of evaluating the Proposed Transaction and -shall cause those persons to observe the terms of this letter agreement; (ii) -shall not use Evaluation Material for any purpose other than in connection with -its evaluation of the Proposed Transaction or the consummation of the Proposed -Transaction in a manner that the Disclosing Party has approved; and (iii) except -as required by law, rule or regulation, shall not disclose to any person (other -than those of its Representatives who are actively and directly participating in -its evaluation of the Proposed Transaction or who otherwise need to know for the -purpose of evaluating the Proposed Transaction, which Representatives it shall -cause to observe the terms of this agreement,) any information about the -Proposed Transaction, or the terms or conditions or any other facts relating -thereto, including, without limitation, the fact that discussions are taking -place with respect thereto or the status thereof, or the fact that Evaluation -Material has been made available to the Receiving Party or its Representatives. -The Receiving Party shall be responsible for any breach of the terms of this -letter agreement by it and secondarily responsible for any breach of the terms -of this letter agreement by its Representatives. The parties agree that -notwithstanding the generality of the foregoing, the existence of any -discussions shall not be disclosed in any court, governmental or other similar -proceeding except as expressly permitted herein. - - Notwithstanding the definition of Evaluation Material, nothing contained -herein shall be deemed to prohibit the Disclosing Party or the Receiving Party -from utilizing any information obtained pursuant to discovery or other -mediation, arbitration, court, or administrative proceedings even though such -information also was provided hereunder as Evaluation Material; provided that -neither the Disclosing Party or the Receiving Party shall utilize any Evaluation -Material in connection with such proceeding unless acquired in such proceeding. - - In the event that the Receiving Party or any of its Representatives are -requested pursuant to, or required by, applicable law or regulation (including, -without limitation, any rule, regulation or policy statement of any national -securities exchange, market or automated quotation system on which any of the -Receiving Party's securities are listed or quoted) or by legal process to -disclose any Evaluation Material or any other information concerning the -Disclosing Party or the Proposed Transaction, the Receiving Party shall provide -the Disclosing Party with prompt notice of such request or requirement in order -to enable the Disclosing Party (i) to seek an appropriate protective order or -other remedy, (ii) to consult with the Receiving Party with respect to the -Receiving Party's taking steps to resist or narrow the scope of such request or -legal process, or (iii) to waive compliance, in whole or in part, with the terms -of this letter agreement. In the event that such protective order or other -remedy is not obtained, or the Disclosing Party waives compliance, in whole or -in part, with the terms of this letter agreement, - - - 2 - - 3 - -the Receiving Party or its Representative shall use good faith efforts to -disclose only that portion of the Evaluation Material which is legally required -to be disclosed and to cooperate with the Disclosing Party in its efforts to -obtain reliable assurance that all Evaluation Material that is so disclosed will -be accorded confidential treatment to the fullest extent available. In the event -that the Receiving Party or its Representatives, as the case may be, shall have -complied with the provisions of this paragraph, such disclosure may be made by -the Receiving Party or its Representatives, as applicable, without any liability -hereunder. - - For a period (the "Restricted Period") commencing with the date of this -letter agreement and ending on the earlier of (i) 15 months after the -termination of discussions between the parties with respect to a Proposed -Transaction and (ii) the occurrence of a "Significant Event" (as defined below), -neither party hereto nor any of its Representatives shall, without the prior -written consent of the other party or its board of directors or any committee -thereof delegated the responsibility for such matters: - - (a) acquire, offer to acquire, or agree to acquire, directly or - indirectly, by purchase or otherwise, any voting securities or direct - or indirect rights to acquire any voting securities of the other party - or any subsidiary of the other party, or of any successor to or person - in control of the other party, or any material assets of the other - party or any subsidiary or division of the other party or of any such - successor or controlling person; - - (b) make, or in any way participate, directly or indirectly, in any - "solicitation" of "proxies" to vote (as such terms are used in the - rules of the Securities and Exchange Commission (the "SEC")), or seek - to advise or influence any person or entity with respect to the voting - of any voting securities of the other party; - - (c) make any public announcement with respect to, or submit a proposal or - offer (with or without conditions) in connection with any of the - foregoing; - - (d) form, join or in any way participate in a "group" as defined in - Section 13(d)(3) of the Securities Exchange Act of 1934, as amended - (the "Exchange Act"), in connection with any of the foregoing; - - (e) otherwise act or seek to control or influence the management, Board of - Directors or policies of the other party; - - (f) take any action that could reasonably be expected to require the other - party to make a public announcement regarding the possibility of any - of the events described in clauses (a) through (e) above; or - - - 3 - 4 - - (g) request the other party or any of its Representatives, directly or - indirectly, to amend or waive any provision of this paragraph. - -During the Restricted Period, each party hereto shall promptly advise the other -party of any inquiry or proposal made to it with respect to any of the -foregoing. For purposes of this letter agreement, (i) "Significant Event" shall -mean, with respect to each of the parties hereto, any of (A) the acquisition by -any person or "13D Group" (as defined below) of beneficial ownership of "Voting -Securities" (as defined below) of such party representing 15% or more of the -then outstanding Voting Securities of such party; (B) the announcement or -commencement by any person or 13D Group of a tender or exchange offer to acquire -Voting Securities of such party which, if successful, would result in such -person or 13D Group owning, when combined with any other Voting Securities of -such party owned by such person or 13D Group, 15% or more of the then -outstanding Voting Securities of such party; or (C) the entry into by such -party, or determination by such party to seek to enter into, any merger, sale or -other business combination transaction pursuant to which the outstanding shares -of common stock of such party would be converted into cash or securities of -another person or 13D Group or 50% or more of the then outstanding shares of -common stock of such party would be owned by persons other than the then current -holders of shares of common stock of such party, or which would result in all or -a substantial portion of such party's assets being sold to any person or 13D -Group; (ii) "Voting Securities" shall mean, with respect to each party hereto, -at any time shares of any class of capital stock of such party which are then -entitled to vote generally in the election of directors; provided, that for -purposes of this definition any securities which at such time are convertible or -exchangeable into or exercisable for shares of common stock of such party shall -be deemed to have been so converted, exchanged or exercised; and (iii) "13D -Group" shall mean, with respect to the Voting Securities of each party hereto, -any group of persons formed for the purpose of acquiring, holding, voting or -disposing of such Voting Securities which would required under Section 13(d) of -the Exchange Act and the rules and regulations thereunder to file a statement on -Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) -of the Exchange Act if such group beneficially owned Voting Securities -representing more than 5% of the total combined voting power of all such Voting -Securities then outstanding. - - For a period of two (2) years subsequent to the termination of discussions -between the parties with respect to the Proposed Transaction, neither party -shall, without prior written consent of the other party, directly or indirectly -solicit for hire, any person currently employed by the other party (or any of -its subsidiaries); provided, however, that the foregoing provision shall not -prevent either party, without such consent, from employing any employee who (i) -contacts the hiring party directly at his or her own initiative without any -direct or indirect solicitation by or encouragement from the hiring party or -(ii) responds to a mass media solicitation or advertisement consistent with the -hiring party's past practices that is not directed at employees of the other -party. - - To the extent that any Evaluation Material may include material subject to -the attorney-client privilege, work product doctrine or any other applicable -privilege concerning pending or threatened legal proceedings or governmental -investigations, the parties understand and agree that they have a commonality of -interest with respect to such matters and it is their desire, intention and -mutual understanding that the sharing of such material is not intended to, and -shall not, waive or diminish in any way the confidentiality of such material or -its continued - - 4 - - 5 - -protection under the attorney-client privilege, work product doctrine or other -applicable privilege. All Evaluation Material provided by a party that is -entitled to protection under the attorney-client privilege, work product -doctrine or other applicable privilege shall remain entitled to such protection -under these privileges to the fullest extent available under applicable law. -Nothing in this letter agreement obligates any party to reveal material subject -to the attorney-client privilege, work product doctrine or any other applicable -privilege. - - If either party hereto shall determine that it does not wish to proceed -with the Proposed Transaction, such party shall promptly advise the other party -of that decision. In that case, or in the event that the Disclosing Party, in -its sole discretion, so requests or the Proposed Transaction is not consummated -by the Receiving Party, the Receiving party shall, upon the Disclosing Party's -written request, promptly deliver to the Disclosing Party all Evaluation -Material, and, at the Receiving Party's election, return or destroy (provided -that any such destruction shall be certified by a duly authorized Representative -of the Receiving Party) all copies, reproductions, summaries, analyses or -extracts thereof, including any electronic or computer file copies, or based -thereon in the Receiving Party's possession or in the possession of any -Representative of the Receiving Party. - - Subject to the terms and conditions of a definitive agreement regarding the -Proposed Transaction and without prejudice thereto, each party hereto -acknowledges that neither it nor its Representatives nor any of the officers, -directors, employees, agents or controlling persons of such Representatives -makes any express or implied representation or warranty as to the completeness -of the Evaluation Material. The Receiving Party shall not be entitled to rely on -the completeness of any Evaluation Material, but shall be entitled to rely -solely on such representations and warranties regarding the completeness of the -Evaluation Material as may be made to it in any definitive agreement relating to -the Proposed Transaction, subject to the terms and conditions of such agreement. - - Until a definitive agreement regarding the Proposed Transaction has been -executed by the parties hereto and subject to the terms and conditions of that -certain letter agreement dated as of March 17, 2001 between the company and the -Interested Party (the "Exclusivity Agreement"), neither party hereto shall be -under any legal obligation or have any liability to the other party of any -nature whatsoever with respect to the Proposed Transaction by virtue of this -letter agreement or otherwise (other than with respect to the confidentiality -and other matters set forth herein). Subject to the terms and conditions of the -Exclusivity Agreement, each party hereto and its Representatives (i) may conduct -the process that may or may not result in the Proposed Transaction in such -manner as such party, in its sole discretion, may determine (including, without -limitation, negotiating and entering into a definitive agreement with any third -party without notice to the other party) and (ii) reserves the right to change -(in its sole discretion, at any time and without notice to such other party) the -procedures relating to the consideration of the Proposed Transaction (including, -without limitation, terminating all further discussions with the other party and -requesting that such other party return or destroy the Evaluation Material as -described above). - - Without prejudice to the rights and remedies otherwise available to either -party hereto, each party shall be entitled to equitable relief by way of -injunction or otherwise if the other party or any of its Representatives breach -or threaten to breach any of the provisions of this - - - 5 - - 6 - -letter agreement. In the event of litigation relating to this letter agreement, -if a court of competent jurisdiction determines in a final order from which -there is no appeal that this letter agreement has been breached by a party or by -its Representatives, the breaching party or the party whose Representatives have -breached this letter agreement, as the case may be, will reimburse the other -party for its costs and expenses (including, without limitation, reasonable -legal fees and expenses) incurred in connection with the enforcement of this -letter agreement and such litigation. - - It is further understood and agreed that no failure or delay by either -party hereto in exercising any right, power or privilege hereunder shall operate -as a waiver thereof, nor shall any single or partial exercise thereof preclude -any other or further exercise thereof or the exercise of any right, power or -privilege hereunder. - - This letter agreement shall be governed by and construed in accordance with -the laws of the State of Texas, without giving effect to its principles or rules -regarding conflicts of laws, other than such principles directing application of -Texas law. - - This letter agreement contains the entire agreement between the parties -hereto concerning confidentiality of the Evaluation Material, and no -modification of this letter agreement or waiver of the terms and conditions -hereof shall be binding upon either party hereto, unless approved in writing by -each such party. This letter agreement supersedes and replaces the Mutual -Non-Disclosure Agreement dated January 25, 2000 entered into previously between -the parties; provided that the restrictions imposed by such previous letter -agreement shall remain in effect for periods prior to the date hereof. - - Please confirm your agreement with the foregoing by signing and returning -to the undersigned the duplicate copy of this letter enclosed herewith. - - - DTM CORPORATION - - - By: /s/ Anthony Mariotti - -------------------------------------------- - Name: Anthony Mariotti - Title: Director, Member of Special Committee - - - - - -ACCEPTED AND AGREED as of - the date hereof: - -3D SYSTEMS CORPORATION - - -By: /s/ Brian K. Service - --------------------------------------------- - Name: Brian K. Service - Title: President and Chief Executive Officer - - - - 6 - - - 7 - - - - ACKNOWLEDGEMENT SIGNATURE PAGE FOR 3D - DEBT AND EQUITY FINANCING SOURCES - - - The undersigned hereby agrees to be bound the terms of the letter agreement -between DTM Corporation and 3D Systems Corporation to which this acknowledgement -page is attached. - - ----------------------- -Name of Representative - - -By: - ------------------- -Name: - ---------------- -Title: - ---------------- -Dated: - ---------------- - - - - - - - - - - - - 7 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1014959_0000950116-96-000618_document_7.txt b/contract-nli/contract nli in txt/1014959_0000950116-96-000618_document_7.txt deleted file mode 100644 index 55192a45d2934b642ddef470b337550f4a24d028..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1014959_0000950116-96-000618_document_7.txt +++ /dev/null @@ -1,245 +0,0 @@ - - - - - MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT - (PRE-RELEASE PRODUCT-GENERAL) - - IMPORTANT: PLEASE COMPLETE THIS FORM AND RETURN IT TO MICROSOFT AT THE -ADDRESS BELOW: - - Upon receipt by Microsoft Corporation ("MS") of this Agreement, signed -and completed by the individual or organization indicated below ("Recipient"), -MS may elect, at MS' sole discretion, to provide Recipient with a pre-release -copy of the MS product MSN Software Development Kit, and related documentation -and information (collectively the "Product"). MS may, in its sole discretion, -also provide further pre-releases of the Product or related information to -Recipient hereunder, in which case such further pre-releases and related -information shall also be covered hereunder as "Product". - - 1, GRANT OF LICENSE. - - (a) MS grants to Recipient a limited, non-exclusive, nontransferable, -royalty-free license to use up to five copies of the executable Product code on -CPU's residing at Recipient's premises solely to test the compatibility of -Recipient's application or other product(s) ("Application") which operate in -conjunction with the Product and to evaluate the Product for the purpose of -providing feedback thereon to MS. All other rights are reserved to MS. Recipient -shall not rent, lease, sell, sublicense, assign, or otherwise transfer the -Product, including any accompanying printed materials. Recipient may not reverse -engineer, decompile or disassemble the Product except to the extent that this -restriction is expressly prohibited by applicable law. MS and its suppliers -shall retain title and all ownership rights to the Product. - - (b) Recipient agrees to provide reasonable feedback to MS, including -but not limited to beta reports, usability, bug reports and test results, with -respect to the Product testing. Recipient will use reasonable efforts to review -and comment on all documentation supplied. All bug reports, test results and -other feedback made by Recipient shall be the property of MS and may be used by -MS for any purpose. Due to the nature of the development work, MS is not certain -as to when errors or discrepancies in the Products may be corrected. - - (c) Recipient may disclose the Product only to its employees who have a -need to know in order to accomplish the purposes identified in Section l(a), and -such employees' use of the Product shall take place solely at Recipient's site. -Recipient will have executed appropriate written agreements with its employees -sufficient to enable it to comply with the terms of this Agreement. - - - - 2. REDISTRIBUTABLE COMPONENTS. MS further grants to recipient the -following non-exclusive, nontransferable, royalty-free rights with respect to -the sample and redistributable code listed in the readme.txt file. - - (a) Subject to Section 2(b) below, to reproduce and distribute test -version of Recipient's Application for use on The Microsoft Network ("MSN") -created using the Product to MSN users provided you identify such Application as -"BETA" and that you comply with Section 2(c), below. - - (b) To modify the sample code provided with the Product and to -reproduce and distribute such modifications in object code form for use on The -Microsoft Network to MSN users provided you identify such Application as "BETA" -and that you comply with Section 2(c), below. - - (c) if you redistribute your Application as allowed under this -Agreement, you must: (1) distribute the Product only in conjunction with and as -part of your Application which is designed, developed and tested to operate on -MSN; (2) not make any statements to the effect or which imply that your -Application is "certified" by MS or that its performance is guaranteed by MS; -(3) not use MS' name, logo, or trademarks to market your Application; and (4) -agree to indemnify, hold harmless, and defend MS and its suppliers from and -against any claims or lawsuits, including attorney's fees, that arise or result -from your distribution of the Application. - - (d) The Product shall not be used, modified, reproduced except as -provided above and you agree to destroy or erase the copy of the Product upon -MS' release of the Product in final form. - - 3. TERM OF AGREEMENT. The term of this Agreement shall commence on the -Effective Date and shall continue until terminated by MS in writing at any time, -with or without cause. This Agreement will terminate without notice upon the -commercial release of the Product. Upon the termination of this Agreement, -Recipient shall promptly return to MS. or certify destruction of, all full or -partial copies of the Product and related materials provided by MS. Section 6 -shall survive termination or expiration of this Agreement with respect to any -information that has not been made public by MS as of the commercial release of -the Product. - - 4. COST OF TESTING. There is no charge to Recipient for testing of the -Product. MS shall bear all transportation expenses relating to the shipment of -the Product to Recipient's place of business and Recipient will pay any return -transportation expenses. - - - - - - - - - - - - 5. PRODUCT MAINTENANCE. MS is not obligated to provide maintenance or -updates to Recipient for the Product. However, any maintenance or updates -provided by MS shall be covered by this Agreement. - - 6. CONFIDENTIALITY. The Product and related information is proprietary -and confidential information to MS and its suppliers. Recipient agrees not to -disclose or provide the Product, documentation, or any related information -(including the Product features or the results of use or testing) to any third -party or use the Product for any purpose other than as provided in this -Agreement. However, Recipient may disclose confidential information in -accordance with judicial or other governmental order, provided Recipient shall -give MS reasonable written notice prior to such disclosure and shall comply with -any applicable protective order or equivalent. Further, Recipient shall not be -obligated to maintain the confidentiality of information which Recipient can -prove (1) is already known to Recipient without an obligation to maintain the -same as confidential; (2) becomes publicly known through no wrongful act of -Recipient; (3) is rightfully received from a third party without breach of an -obligation of confidentiality owed to MS; or (4) is independently developed by -Recipient. This provision shall survive the termination or expiration of this -Agreement with respect to any information that has not been made public by MS as -of the commercial release of the Product. - - 7. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The -Product constitutes pre-release code and may be changed substantially before -commercial release. The PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY -KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER -DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES -OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE -ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND -DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY -APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY -CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES -WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS -PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY -LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE -PRODUCT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. -BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF -LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT -APPLY TO RECIPIENT. - - - - 8. GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be governed by -the laws of the State of Washington and Recipient further consents to -jurisdiction by the state and federal courts sitting in the State of Washington. -If either MS or Recipient employs attorneys to enforce any rights arising out of -or relating to this Agreement, the prevailing party shall be entitled to recover -reasonable attorneys' fees. - - 9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product is provided with -RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject -to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in -Technical Data and Computer Software clause of DFARS 252.227-7013 or -subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted -Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft -Corporation, One Microsoft Way, Redmond, WA 98052-6399. - - 10. EXPORT RESTRICTIONS. Recipient acknowledges that the Product -licensed hereunder is subject to the export control laws and regulations of the -U.S.A., and any amendments thereof. Recipient confirms that with respect to the -Product, it will not export or re-export it, directly or indirectly, either to -(i) any countries that are subject to U.S.A export restrictions (currently -including, but not necessarily limited to, Cuba, the Federal Republic of -Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya, North Korea, South -Africa (military and police entities), and Syria), (ii) any end user who -Recipient knows or has reason to know will utilize them in the design, -development or production of nuclear, chemical or biological weapons; or (iii) -any end user who has been prohibited from participating in the U.S.A. export -transactions by any federal agency of the U.S.A. government. Recipient further -acknowledges that the Product may include technical data subject to export and -re-export restrictions imposed by U.S.A. law. - - 11. ENTIRE AGREEMENT. This Agreement constitutes the complete and -exclusive agreement between MS and Recipient with respect to the subject matter -hereof, and supersedes all prior oral or written understandings, communications -or agreements not specifically incorporated herein. This Agreement may not be -modified except in a writing duly signed by an authorized representative of MS -and Recipient. - - 12. PARTIES BOUND. If "Company Name" or a company address is filled in -below, then the individual signing this Agreement represents that he/she has -authority to execute this agreement on behalf of such company and agrees that -Product (and any copies thereof) shall remain on the company premises, unless -otherwise agreed by MS. - - - IN WITNESS WHEREOF. Recipient has caused this Agreement to he executed -by its duly authorized representative. - - - - - ------------------------------------------------- -Beta Site ID - - ------------------------------------------------- -Company Name - - ------------------------------------------------- -Alpha Site Contact/Tester (Recipient) - - ------------------------------------------------- -Company Authorized Representative's Signature - - ------------------------------------------------- -Print Authorized Signature and Title - - ------------------------------------------------- -Physical Address (No P.O. Boxes) - - ------------------------------------------------- -City, State, Zip - - ------------------------------------------------- -Phone Number - - ------------------------------------------------- -Microsoft Network Member ID - - ------------------------------------------------- -Date - - - ---------------------------- -RETURN TO: -WPG Beta Group Address. -Microsoft Corporation -Attn: -One Microsoft Way -Redmond, WA 98052-6399 - ---------------------------- \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1016503_0000929624-00-000894_0010.txt b/contract-nli/contract nli in txt/1016503_0000929624-00-000894_0010.txt deleted file mode 100644 index 2cb9ace214264158fb5cd1e79eade0f68f4497f0..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1016503_0000929624-00-000894_0010.txt +++ /dev/null @@ -1,229 +0,0 @@ - - - EXHIBIT (d)(2) - - Non-Disclosure Agreement - -This Non-Disclosure Agreement (the "Agreement") is entered into as of the 5th -day of June, 2000, by and between Kaplan, Inc. located at 888 Seventh Avenue, -New York, New York 10106 ("Kaplan") and Quest Education Corporation located at - ------ -1400 Hembree Road, Suite 100, Roswell, Georgia 30076 ("Company"). - ------- - -In order to pursue a potential strategic alliance, acquisition or other business -relationship, Kaplan and Company recognize that there is a need to disclose to -each other certain confidential information of each party to be used solely for -the purpose of evaluating this opportunity. - -Each party intends to protect such confidential information of the other party -from unauthorized use and disclosure. In consideration of the disclosures, the -parties hereby agree as follows: - -1. This Agreement shall apply to: (a) confidential or proprietary exchanged -material and information (in written, taped or computerized form or format) that -is clearly and prominently marked "Proprietary or "Confidential" or that is not -so marked but, by its nature, is such that it reasonably should be held in -confidence, including, but not limited to, technical, developmental, marketing, -editorial, sales, operating, performance, cost, know-how, computer programming -techniques, and any new or planned programs and services; (b) the existence and -substance of oral and written communications between the parties about the -potential strategic alliance, acquisition or other business relationship; and -(c) the existence of the discussions between Company and Kaplan about the -potential strategic alliance, acquisition or other business relationship. -(Subparagraphs (a), (b) and (c) above hereinafter referred to collectively as -"Confidential Information.") -------------------------- - -2. Each party agrees to hold the other's Confidential Information in confidence -and to use it solely for the purposes contemplated herein and agrees further -that the Confidential Information shall not be used for any other purpose nor -disclosed to any third party without the prior written consent of the other -party. Each party agrees it shall apply the same level of confidential -treatment to the other party's Confidential Information as it does to its own -Confidential Information. - -3. The parties may disclose the Confidential Information to their respective -officers, directors, employees, attorneys, subsidiaries and affiliates working -in connection with the purpose for which the Confidential Information is -disclosed but only to the extent necessary to carry out that purpose and subject -to all requirements of confidentiality set forth in this Agreement. The party -receiving the Confidential Information (the "Receiving Party") may also disclose - --------------- -Confidential Information to a third party pursuant to paragraph 4(g) below and -subject to the notice provision set forth therein. - -4. The obligations under this Agreement shall not apply to information that is -at any time: (a) already known to the Receiving Party at the time it is -disclosed to the Receiving Party; (b) publicly known through no wrongful act of -the Receiving Party; (c) rightfully received from a third party without -restriction on disclosure and without breach of this Agreement; (d) -independently developed by the Receiving Party; (e) approved for release by - - -written authorization of the party disclosing the Confidential Information (the -"Disclosing Party"); (f) furnished by the Disclosing Party to a third party - ---------------- -without written restriction on disclosure; or (g) disclosed pursuant to a -requirement of a governmental agency or of law, provided, however, that, to the - -------- ------- -extent viable under the circumstances, the party subject to the disclosure -requirement has notified the Disclosing Party in advance of such disclosure and -the Disclosing Party has had an opportunity to seek a protective order or other -appropriate remedy and the party subject to the disclosure requirement has -reasonably cooperated with such efforts; and provided further, however, that the - -------- ------- ------- -Receiving Party furnish only that portion of the Confidential Information that -is legally required to be so disclosed. - -5. The Receiving Party shall not reverse engineer, disassemble, decompile, or -otherwise analyze, restructure and/or copy or in any way recreate in whole or in -part any Confidential Information of the Disclosing Party. - -6. If any party provides any of the other parties with written notification of -its request for return of its Confidential Information, then the other -party(ies) shall promptly return (unless destroyed pursuant to the immediately -following sentence) to the notifying party all materials and information -comprising the notifying party's Confidential Information, including any and all -copies, facsimiles and reproductions thereof, and any other material containing -or reflecting any materials or information in the Confidential Information. All -other documents, memoranda, notes and other writings whatsoever prepared by the -Receiving Party or the Receiving Party's representatives based on the materials -or information in the Confidential Information shall be destroyed and such -destruction shall be confirmed in writing to the notifying party. - -7. All right, title and interest in and to the Confidential Information and -intellectual property produced based on the Confidential Information is and -shall remain the sole property of the Disclosing Party. Subject only to the -Receiving Party's limited use of the Confidential Information for the purpose -set forth above in this Agreement, the Receiving Party acknowledges and agrees -that nothing in this Agreement shall be construed as granting any rights, -license or otherwise, to any Confidential Information disclosed pursuant to this -Agreement, and the Receiving Party shall not violate any of the Disclosing -Party's intellectual property or other rights in or to the Confidential -Information. - -8. The parties hereby acknowledge that disclosure of any Confidential -Information in violation of the terms hereof would cause irreparable harm to the -Disclosing Party. Without prejudice to the rights and remedies otherwise -available, each party is entitled to equitable relief through injunction if the -other party or any of its employees, agents or representatives breaches any -provision of this Agreement. - -9. The parties acknowledge that each has endeavored to include in the -Confidential Information information which it believes to be reliable and -relevant for the purpose first set forth above, however each party understands -and acknowledges that neither party nor any of their respective representatives -made or makes any representation or warranty as to the accuracy or completeness -of the Confidential Information. The parties further agree that neither party -nor any of their respective representatives shall have any liability to the -other party or any of such other party's representatives resulting from the use -or contents of the Confidential Information or from any action taken or inaction -occurring in reliance on the - - 2 - - -Confidential Information. - -10. This Agreement shall remain in effect for a period of one (1) year from the -effective date hereof. - -11. Each party acknowledges and agrees that nothing in this Agreement shall -impose upon any party any obligation to consummate a transaction or to enter -into any discussions or negotiations with respect thereto. Further, each party -understands that the other party may now market or have under development -products and/or services which are competitive with the products or services now -offered or which may be offered in the future by its own company. Subject to -the terms and conditions of this Agreement, discussions and/or communications -between the parties hereto will not serve to impair the right of each party to -develop, make, use, procure and/or market products or services now or in the -future which may be competitive with those offered by the other party nor -require either party to disclose any planning or other information to the other -party, provided none of the foregoing activities violate the terms of this -Agreement. - -12. Any notice or other communication made or given by either party in -connection with this Agreement shall be sent via registered or certified mail, -postage prepaid, return receipt requested; by facsimile transmission, with -confirmation of receipt; or by overnight courier service to the other party as -follows: - - If to Kaplan: If to Company: - - Ross Hamachek Vince Pisano - ----------------------------- - Kaplan, Inc. Quest Education Corp. - ----------------------------- - 888 Seventh Avenue, 23rd Fl. 1400 Hembree Road #100 - ----------------------------- - New York, NY 10106 Roswell, GA 30076 - ----------------------------- - Facsimile: 212-492-5860 - - Copy to: Copy to: - - Veronica Dillon, Esq. Morris Brown, Esq. - ----------------------------- - General Counsel Greenberg Traurig - ----------------------------- - Kaplan , Inc. 777 S. Flagler Dr. #300-E - ----------------------------- - 888 Seventh Avenue, 23rd Fl. West Palm Beach, FL 33401 - ----------------------------- - New York, NY 10106 - ----------------------------- - Facsimile: 212-492-5860 - - Any party may by notice as set forth in this paragraph change the address -to which further notices to it shall be mailed. - -13. This Agreement shall be governed by and construed in accordance with the -laws of the State of New York without regard to conflict of laws principles. -The parties hereby consent and submit to personal jurisdiction of courts -situated in New York County, New York, and all disputes arising in connection -with the Agreement shall be heard only by a court of competent subject matter -jurisdiction situated in New York County, New York. - - 3 - - -14. This Agreement constitutes the entire understanding between the parties in -connection with the subject matter hereof and supersedes and replaces all prior -discussions, understandings and agreements (oral or written) related thereto. -No amendment or modification of this Agreement shall be valid or binding on the -parties unless made in writing and signed on behalf of each of the parties by -its authorized officer or representative. - -15. Neither party may assign or transfer, in whole or in part, any of its -rights, obligations or duties under this Agreement. - -16. The failure or delay of either party to enforce at any time any provision -of this Agreement shall not constitute a waiver of such party's right thereafter -to enforce each and every provision of this Agreement. If any provision of this -Agreement is held to be invalid, illegal, void, or unenforceable, then such -provision shall be modified by the proper court or other authority to the extent -necessary and possible to make such provision enforceable, and such modified -provision and all other provisions of this Agreement shall be given effect -separately from the provision or portion thereof determined to be invalid, -illegal, void or unenforceable and shall not be affected thereby. - -17. This Agreement may be executed (including by facsimile transmission) with -counterpart signature pages or in several counterparts, each of which shall be -deemed an original and all of which shall together constitute one and the same -instrument. - - -IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed -as of the date written above. - -QUEST EDUCATION CORPORATION: KAPLAN, INC.: - -By: Vince Pisano By: Ross Hamachek - ------------------------------- ------------------------------ - (signature) (signature) -Name: Vince Pisano Name: Ross Hamachek -Title: V.P. - CFO Title: Senior Vice President - and Chief Financial Officer - - 4 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1017358_0001017358-97-000002_document_4.txt b/contract-nli/contract nli in txt/1017358_0001017358-97-000002_document_4.txt deleted file mode 100644 index 1176575d95c04c4e0abbd45cdbc6e7e66a1217e8..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1017358_0001017358-97-000002_document_4.txt +++ /dev/null @@ -1,161 +0,0 @@ - - EXHIBIT D - - - FORM OF - CONFIDENTIALITY AGREEMENT - - - THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), made -effective as of the ____________ day of _________, 199 , by and between Sprint -Spectrum L.P., a Delaware limited partnership ("Sprint Spectrum"), whose address -is 4717 Grand Avenue, 5th Floor, Kansas City, Missouri 64112, and , a , whose -address is , is to assure the protection and preservation of the confidential -and/or proprietary nature of information to be disclosed or made available to -each other pursuant to or in connection with the transactions contemplated by, -the Credit Agreement dated as of October 2, 1996 (the "Credit Agreement"), by -and among Spring Spectrum, the lenders named therein and Northern Telecom Inc., -as agent. - - NOW, THEREFORE, in reliance upon and in consideration of the -following undertakings, the parties, for themselves, or for any corporation, -partnership, association, joint stock company, limited liability company, -limited liability partnership, or trust directly or indirectly controlling, -controlled by or under common control of such party, or a more than 50% owned -subsidiary of such party (its "Affiliates"), agree as follows: - - - - - - - 1. Scope. For purposes of this Agreement, the "Proprietary -Information" of a party disclosing information (the "Discloser") means any and -all information, including, without limitation, all oral, written, graphical, -and electronic information disclosed to the party receiving the information (the -"Recipient") pursuant to, or in connection with the transactions contemplated -by, the Credit Agreement, whether delivered to the Recipient directly by the -Discloser or indirectly through an agent of the Discloser or Recipient. - - 2. Limitation. The term "Proprietary Information" does not -include information which: (a) has been or may in the future be published or is -now or may in the future be otherwise in the public domain through no fault of -the Recipient; (b) prior to disclosure pursuant to this Agreement is properly -within the legitimate possession of the Recipient; (c) subsequent to disclosure -pursuant to this Agreement, is lawfully received from a third party having -rights in the information without restriction of the third party's right to -disseminate the information and without notice of any restriction against its -further disclosure; (d) is independently developed by the Recipient through -parties who have not had, either directly or indirectly, access to or knowledge -of such Proprietary Information; (e) is approved for disclosure by prior written -permission of an authorized signatory of Discloser; or (f) is obligated to be -produced by law or under order of a court of competent jurisdiction or other -similar requirement of a governmental agency, or is required to be disclosed to, -or is requested by, the Recipient's outside auditors or examiners in connection -with an audit or examination or so long as the party required to disclose the -information provides the other party with prior written notice of any required -disclosure pursuant to such law, order or requirement. - - 3. Use. Each party agrees to use the Proprietary Information -received from the other party only for the purpose of the servicing or -protection of its interests in respect of the Loans, the Credit Agreement and -the Loan Documents (each as defined in the Credit Agreement). No other rights, -and particularly licenses, trademarks, inventions, copyrights, patents, or any -other intellectual property rights are implied or granted under the Credit -Agreement or this Agreement or by the conveying of Proprietary Information -between the parties. Each party agrees that the other may disclose Proprietary -Information received by it to its Affiliates, employees not permitted under the -Credit Agreement and agents, subject to the terms of this Agreement. - - 4. Reproduction. Proprietary Information supplied is not to -be reproduced in any form except as required to accomplish the intent of this -Agreement. - - 5. Duty of Care. All Proprietary Information must be retained -by the Recipient in accordance with its customary procedures for handling -confidential information of this nature and disclosed only to the Recipient's -Affiliates or employees (or , attorneys, accountants and agents who have a -non-disclosure obligation at least as restrictive as this Agreement) who need to -know such information for purposes of the servicing or protection of its -interest in respect of the Loans, the Credit Agreement and the Loan Documents -(each as defined under the Credit Agreement) and the transactions contemplated -thereby and to such third parties as the Discloser has consented to by prior -written approval. In addition, the Recipient must provide the same care to avoid -disclosure not permitted under the Credit Agreement or unauthorized use of the -Proprietary Information as it provides to protect its own similar proprietary -information. - - 6. Ownership. All Proprietary Information, unless otherwise -specified in writing, (a) remains the property of the Discloser, and (b) must be -used by the Recipient only for the purpose stated herein. Upon termination of -this Agreement, all copies of written, recorded, graphical or other tangible -Proprietary Information must either be returned to the Discloser, or destroyed -(i) after the Recipient's need for it has expired or (ii) upon the request of -the Discloser. At the request of the Discloser, the Recipient will furnish a -certificate of an officer of the Recipient certifying that any Proprietary -Information not returned to Discloser has been destroyed. - - 7. Right to Disclose. Each party warrants that it has the -right to disclose all Proprietary Information which it will disclose to the -other party pursuant to this Agreement, and each party agrees to indemnify and -hold harmless the other from all claims by a third party related to the wrongful -disclosure of such third party's information. Otherwise, neither party makes any -representation or warranty, express or implied, with respect to any Proprietary -Information. Neither party is liable for indirect, incidental, consequential, or -punitive damages of any nature or kind resulting from or arising in connection -with this Agreement. - - 8. Right to Enjoin Disclosure. The parties acknowledge that a -Recipient's unauthorized disclosure or use of Proprietary Information may result -in irreparable harm. Therefore, the parties agree that, in the event of -violation or threatened violation of this Agreement, without limiting any other -rights and remedies of each other, a temporary restraining order and/or an -injunction to enjoin disclosure of Proprietary Information may be sought against -the party who has breached or threatened to breach this Agreement and the party -who has breached or threatened to breach this Agreement will not raise the -defense of an adequate remedy at law. - - 9. Disclosure to Third Parties. All media releases and pubic -announcements or disclosures by either party relating to this Agreement, its -subject matter or the purpose of this Agreement are to be coordinated with and -consented to by the other party in writing prior to the release or announcement. - - 10. No Partnership or Joint Venture Formed. The exchange of -any Proprietary Information between the parties is not intended to be -interpreted that the parties have formed or will form a partnership, joint -venture or other relationship. Any business relationship between the parties, if -any, must be governed by separate agreement. - - 11. General. (a) This Agreement is governed and construed -under the laws of the State of Missouri and there are no understandings, -agreements or representations, express or implied, not specified herein. (b) -Except for subsection 9.13 of the Credit Agreement, this Agreement represents -the entire understanding between the parties with respect to the confidentiality -and disclosure of Proprietary Information, and the terms of this Agreement -supersede the terms of any prior agreements or understandings, written or oral -with respect thereto. (c) This Agreement may not be amended except in a writing -signed by the parties. (d) The provisions of this Agreement are to be considered -as severable, and in the event that any provision is held to be invalid or -unenforceable, the parties intend that the remaining provisions will remain in -full force and effect. (e) Captions in this Agreement are for ease of reference -only and should not be considered in the construction of this Agreement. (f) -There are no third party beneficiaries to this Agreement. (g) Failure by a party -to enforce or exercise any provision, right or option contained in this -Agreement will not be construed as a present or future waiver of such provision, -right or option. - - IN WITNESS THEREOF, the parties have executed this Agreement -as of the effective date stated above. - - - -SPRINT SPECTRUM L.P. ______________________________ - - - -By: By: -Name: Name: -Title: Title: - - - \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1017545_0001012870-97-001500_document_2.txt b/contract-nli/contract nli in txt/1017545_0001012870-97-001500_document_2.txt deleted file mode 100644 index 28e6e1f76bc0323bbc6c6ad0f6c3f75e498ac2c9..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1017545_0001012870-97-001500_document_2.txt +++ /dev/null @@ -1,95 +0,0 @@ - - - EXHIBIT E: NON-DISCLOSURE AGREEMENT - BETWEEN PBIS AND SOLOPOINT, INC. - AND PACIFIC BELL AND SOLOPOINT, INC. - - -1- - - - CONFIDENTIAL NON-DISCLOSURE AGREEMENT - - -This agreement is made on August 21, 1996 between SoloPoint, Inc., a California -corporation ("SoloPoint") and Pacific Bell Information Services ("PBIS"). - - 1. Purpose. Company and SoloPoint wish to explore a business - ------- -possibility under which each party may disclose its Confidential Information to -the other party. - - 2. Definition. "Confidential Information" means any information, - ---------- -technical data, or know-how, including, but not limited to that which relates to -research, products, software, services, development, inventions, processes, -designs, drawings, formulas, engineering, marketing, finances, financial models, -and business plans, which Confidential Information is designated in writing to -be confidential or proprietary, or if given orally, is confirmed promptly in -writing as having been disclosed as confidential or proprietary. Confidential -Information does not include information, technical data, or know-how (i) is in -the possession of the receiving party at the time of disclosures shown by the -receiving party's files and records immediately prior to the time of disclosure; -or (ii) prior to or after the time of disclosure becomes part of the public -knowledge or literature, not as a result of any inaction or action of the -receiving party, or (iii) is required by law to be disclosed by the receiving -party; (iv) is independently developed by the receiving party without -utilization of the Confidential Information. - - 3. Non-Disclosure of Confidential Information. Each party agrees - ------------------------------------------ -not to use the Confidential Information disclosed to it by the other party for -its own use or for any purpose except to carry out discussions concerning the -completion of any business relationship between the two. Each party will not -disclose the Confidential Information of the other party to third parties or to -its employees except employees who are required to have the information in order -to carry out the contemplated business. Each party will have employees to whom -Confidential Information of the other party is disclosed sign a Non-Disclosure -Agreement in content substantially similar to this agreement if such persons -have not already signed such agreements obligating them to hold the Confidential -Information in confidence. Each party agrees that it will take all reasonable -steps to protect the secrecy of and avoid disclosure or use of Confidential -Information of the other party on order to prevent of unauthorized falling into -the public domain or the possession of unauthorized persons. Each agrees to -immediately notify the other party in writing of any misuse or misappropriation -of such Confidential Information of the other party which may come to its -attention. - - 4. Return of Information. Upon request of the disclosing party, - --------------------- -the receiving party agrees to promptly return all documents furnishes to it by -the disclosing party, together with all copies thereof in its possession. - - 5. Term. The term of this Agreement shall be five (5) years. - ---- - - -1- - - - 6. General Provisions. This Agreement will be governed by the - ------------------ -laws of the State of California. This Agreement will be binding upon the -successors of each party, and will be for the benefit of each party, its -successors, and its assigns. Each party agrees that it would be difficult to -measure the damage to such party from the breach of the other party's -obligations hereunder, that injury to such party from any such breach would be -impossible to calculate, and that monetary damages would therefor be an -inadequate remedy; accordingly, each party agrees that the other party shall be -entitled, in addition to all other remedies it might have, to injunctions or -other appropriate orders to restrain any such breach without showing or proving -any actual damage. - - IN WITNESS WHEREOF, the parties have executed this Agreement as of -the date and year written above. - -Company: - -Pacific Bell Information Services SoloPoint, Inc. - - -By: By: - ---------------------------------- ---------------------------------- - -Title: Title: - ------------------------------- ------------------------------- - - -2- diff --git a/contract-nli/contract nli in txt/1018761_0000950130-96-004285_document_6.txt b/contract-nli/contract nli in txt/1018761_0000950130-96-004285_document_6.txt deleted file mode 100644 index b6372d891997966c39fab6fe2221fa4439529751..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1018761_0000950130-96-004285_document_6.txt +++ /dev/null @@ -1,58 +0,0 @@ - - - [LOGO] - - TeleService Resources - - TELESERVICE RESOURCES - NON DISCLOSURE AND NONCOMPETE AGREEMENT - -This agreement is made as of the 1st of March, 1996, by and between TeleService -Resources (TSR)(the "Providing Party") and Computer Generated Solutions, Inc. -(CGS) (the "Receiving Party"). - -In connection with discussions between TSR and CGS, it will be necessary for CGS -to review certain documentation and information considered proprietary by TSR. -In view of TSR's desire that such documentation and information be maintained in -confidence, it is hereby agreed that for a period of five (5) years commencing -on the date of this Agreement, CGS shall not disclose or otherwise make -available to a third party any proprietary information and documentation -received from TSR that is identified as confidential ("Confidential -Information"). All Confidential Information transmitted hereunder shall be and -remain the property of TSR, and all such Information and any copies thereof -shall be promptly returned to TSR upon request or destroyed at TSR's option. - -Confidential Information shall mean any non-public, confidential proprietary -information, services to be rendered or transactions contemplated hereby, -including without limitation, pricing and material terms and conditions of -services offered, intellectual property, enabling software, programming, except -that Confidential Information does not include any information that: - - (i) is required by law to be disclosed - (ii) was available to the Receiving Party prior to its disclosure by - the Providing Party - (iii) was known or becomes generally available to the public or to - competitors of the parties hereto other than as a result of - disclosure by the Receiving Party - -Furthermore, in the event that TSR and CGS enter into program-specific -Agreements whereby CGS will provide help desk call handling services to TSR, -those services will be provided for TSR's client programs. CGS agrees not to -pursue independent business relations with any of TSR's clients for which it -provides services for a minimum period of two (2) years from the end date of the -program-specific Agreement(s) - - - -/s/ Steve Carter Date: 3/1/96 ---------------------- ------------ -Steve Carter, Vice President -CMC Division -Computer Generated Solutions, INc. - - - -/s/ L.L. Curtis Date: 3/1/96 --------------------------------- ------------ -Lauri Curtis, Group President -TeleService Resources/Data Management Services \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1020416_0001193125-16-701566_d250247dex99d2.txt b/contract-nli/contract nli in txt/1020416_0001193125-16-701566_d250247dex99d2.txt deleted file mode 100644 index 2137d05ec339227e55ae4f4500178baaaa156fc5..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1020416_0001193125-16-701566_d250247dex99d2.txt +++ /dev/null @@ -1,272 +0,0 @@ - -EX-99.(d)(2) - - -Exhibit (d)(2) -Execution Copy June 20, 2016 - Randstad Holding NV Diemermere 25, NL-1112 TC Diemen -P.O. Box 12600, NL-1100 AP Amsterdam - - - - - - - Attention: -   -Han Kolff - - -   -Managing Director Group Control, Strategy and M&A - Confidentiality Agreement -Ladies and Gentlemen: In connection with your consideration of -a possible transaction involving Monster Worldwide, Inc. (the “Company”) (a “Transaction”), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other -Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein. As used in this letter agreement (this -“Agreement”), the term “Evaluation Material” means all information regarding the Company, its affiliates and its and their respective businesses, technology, products, prospects and plans, a Transaction (including the fact that -the Company or its affiliates may pursue a Transaction with you and the existence and terms of this Agreement) and other information furnished to you or your Representatives (as defined below) by the Company or any of its Representatives in -connection with the Transaction, irrespective of form or medium of communication, whether prepared by the Company, its Representatives or otherwise and whether furnished on or after the date of this Agreement, together with all tangible and -intangible embodiments and copies thereof and together with any and all analyses, compilations, summaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in whole or -part, such information. The term “Representatives” means, as to any person, such person’s affiliates (only to the extent that they receive Evaluation Material) and its and their respective directors, officers, employees, managing -members, general partners, advisors, agents or representatives (including legal advisors) and, subject to paragraph 5 below, financing sources, but only to the extent that such advisors, agents, representatives or financing sources receive -Evaluation Material. Use and Confidentiality of Evaluation Materials -1. You and your Representatives will (i) use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company -involving you and (ii) keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 6 below under the heading “Compelled -Disclosure”) will not, without the Company’s prior written consent, disclose any Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to -know such information solely for the purpose of evaluating a possible Transaction (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material and directed that such -information is to be kept confidential and not used for any purpose other than the evaluation of the possible Transaction). You will make reasonable and appropriate efforts to safeguard Evaluation Material from disclosure by you or your -Representatives to anyone other than as permitted hereby by using, in all material respects, the same degree of care that you use to protect your own confidential, proprietary information. You agree to be responsible for any failure by your -Representatives to comply with this Agreement (including, without limitation, any actions or inactions by your Representatives that would constitute a breach if such Representatives were original signatories hereto (other than with respect to -paragraph 7 below under the heading “Non-Solicitation and Non-Hire of Employees”)).   - - -June 20, 2016 -Page 2   -2. The term “Evaluation Material” does not include any information which (i) is, as of the -applicable time, generally known by the public (other than as a result of its disclosure directly or indirectly by you or your Representatives), (ii) was or becomes available to you on a non-confidential basis from a person (other than the -Company or its Representatives) who, to your knowledge, is not otherwise bound by a confidentiality agreement with the Company or its Representatives or prohibited from transmitting the information to you by law, contractual obligation, fiduciary -duty or otherwise or (iii) was or is developed or discovered independently by you without reference to the Evaluation Material. As used in this Agreement, the term “person” will be broadly interpreted to include, without limitation, -any corporation, company, joint venture, partnership, association or individual. You agree that the Evaluation Material owned by the Company or its affiliates in the first instance is and will remain the property of the Company or its affiliates, as -applicable, and that neither the Company nor any of its affiliates or Representatives has granted you any license, copyright, or similar right with respect to any of the Evaluation Material or any other information provided to you by or on behalf of -the Company. Non-Disclosure of Transaction Discussions -3. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under -the heading “Compelled Disclosure,” neither the Company nor its Representatives will, without your prior written consent, disclose to any other person that investigations, discussions or negotiations have taken or may take place concerning -a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation -Material has been made available to you. Without limiting the foregoing, the Company hereby expressly confirms and agrees that, to its knowledge, no public disclosure with respect to any discussions or negotiations concerning a possible Transaction -is required by the Company at the time of the execution of this Agreement by reason of securities laws or similar requirements related to general disclosure. -4. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under -the heading “Compelled Disclosure,” neither you nor your Representatives will, without the Company’s prior written consent, disclose to any other person either the fact that the Company or its affiliates may pursue a Transaction with -you or anyone else, that investigations, discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without -limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, you hereby expressly confirm and agree that, to your knowledge, no -public disclosure with respect to any discussions or negotiations concerning a possible Transaction is required by you at the time of the execution of this Agreement by reason of securities laws or similar requirements related to general disclosure. - Financing Sources 5. Without limiting -anything in this Agreement, your “Representatives” will include your potential debt financing sources in connection with a possible Transaction; provided, however, that, prior to providing Evaluation Material to any potential -debt financing source (subject to and in accordance with paragraph 1 above), you will notify the Company of the identity of such debt financing source. Without the prior written consent of the Company, you will not, directly or indirectly, engage in -discussions regarding equity financing of a possible Transaction with any person, or otherwise engage in any discussions regarding a possible Transaction or enter into in any agreement, arrangement or understanding (or any discussions which might -lead to an agreement, arrangement or understanding) with any person regarding participation in a possible Transaction as a principal, co-investor or source of equity financing. For the avoidance of doubt, except as agreed in writing by the Company, -the term “Representatives” as applied to you will not include any such potential principal, co-investor or source of equity financing. You hereby represent and warrant that neither you nor any of your Representatives is party to any -agreement, arrangement or understanding (whether written or oral) that would restrict the ability - - -June 20, 2016 -Page 3   - -of any other person to provide financing (debt, equity or otherwise) to any other person for the Transaction or any similar transaction, and you hereby agree that neither you nor any of your -Representatives will directly or indirectly restrict the ability of any other person to provide any such financing. Compelled Disclosure - 6. If you or your Representatives are requested or required to disclose any Evaluation Material or any of the information referred to in paragraph -4 above under the heading “Non-Disclosure of Transaction Discussions” (or if the Company or its Representatives is requested or required to disclose that you are in discussions or negotiations with the Company concerning a possible -Transaction) pursuant to any law or regulation or stock exchange rule or regulation or the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or -pursuant to a civil investigative demand or similar judicial process or otherwise, the applicable party will, to the extent not prohibited by applicable law or regulation, (i) promptly notify the other party of the existence, terms and -circumstances surrounding such request or requirement, (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such request or requirement, (iii) if disclosure of any such information is -required, disclose only that portion of the information which it is legally required to disclose and give the other party notice of the information to be so disclosed as far in advance of disclosure as may be reasonably practicable and -(iv) except in the case of public disclosure with respect to any discussions or negotiations concerning a possible Transaction which is required by reason of securities laws or similar requirements related to general disclosure, if so requested -by the other party, exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such information (and, in any event, if applicable, such party will reasonably -cooperate with the other party to obtain such a protective order or other assurance), such efforts to obtain a protective order or confidential treatment to be at the other (requesting) party’s expense. -Non-Solicitation and Non-Hire of Employees 7. -Until the date that is eighteen (18) months from the date of this Agreement, you will not, without the Company’s prior written consent, directly or indirectly solicit for purposes of employment, offer to hire or engage as a consultant, -entice away or offer to enter into any contract with, or hire or engage as a consultant or enter into any contract with, during the period of employment or the 90-day period following such employment, any senior or key employee of the Company or its -controlled affiliates who becomes known to you in connection with your evaluation of the Transaction; provided, however, that this paragraph will not prohibit you or any of your Representatives from engaging in any general advertising -or general solicitation not targeted to any employees or former employees of the Company or its controlled affiliates, or from hiring any employees or former employees of the Company who respond to such solicitation. Finally, this paragraph 7 will -not apply to any solicitation in the ordinary course of business initiated by one of your employees who has no knowledge of this Agreement or a potential Transaction, so long as such individual is acting without information or encouragement from any -of your Representatives who does possess such knowledge. Standstill -8. You represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or -contract rights the terms or value of which are dependent on securities of the Company. For a period of fifteen (15) months from the date of this Agreement (the “Assessment Period”), you and your Representatives (acting on behalf of -you or your subsidiaries) will not, directly or indirectly, and you will cause any person or entity controlled by you or acting in concert with you not to, without the prior written consent of the Board of Directors of the Company, (i) in any -manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its subsidiaries, or any securities or contract rights the terms or value of which are dependent on -securities of the Company, (ii) propose to enter into, directly or indirectly, any merger, consolidation, tender offer, exchange - - -June 20, 2016 -Page 4   - -offer, recapitalization, restructuring, liquidation, business combination, partnership, joint venture or other similar transaction involving the Company or any of its subsidiaries or any of the -assets of the Company constituting a material portion of the consolidated assets of the Company and its subsidiaries, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the -proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person (including, for the avoidance of doubt, indirectly by means of communication with the press or media) with respect to the voting of -any voting securities of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the -Company, (v) negotiate, have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, -make any investment in any other person that, to your knowledge at the time of your investment (after reasonable inquiry), intended to or is considering and actually does engage, or offers or proposes to engage, in any of the foregoing (it being -understood that, without limiting the foregoing, you will not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company, except as provided in paragraph 17 below), (vi) otherwise act, alone or in -concert with others, to seek to control or influence (including, for the avoidance of doubt, indirectly by means of communication with the press or media) the management, Board of Directors or policies of the Company or otherwise seek the removal of -any director or the election or appointment of any director, (vii) disclose, or direct any third-party to disclose, any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons -in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (i) request the Company (or Company Representatives), -directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (ii) take any action which might require the Company or any of its affiliates to make a public announcement regarding this Agreement or the -possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, a Transaction or (iii) communicate with the Company’s stockholders regarding the subject matter of this Agreement. -Notwithstanding the foregoing provisions of this paragraph 8, you will be permitted to submit to the Company one or more offers, proposals or indications of interest related to a transaction between the parties that would otherwise violate the -foregoing provisions of this paragraph 8, provided that each such submission is made to the Board of Directors of the Company or the chairperson of the Board of Directors of the Company, in each case, on a confidential basis and in a manner that -would not reasonably be expected to require the Company to make public disclosure of such offer, proposal or indication of interest. Prohibition on -Trading 9. In addition, each party hereby acknowledges that it is aware, and that it will advise its respective Representatives who receive any -Evaluation Material or are aware of the discussions or negotiations regarding a possible Transaction, that the United States and Dutch securities laws prohibit any person who has received from an issuer material, non-public information from -purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person (including, -without limitation, any of either party’s Representatives) is likely to purchase or sell such securities. Return or Destruction of Documents - 10. If you determine that you do not wish to proceed with a Transaction or your evaluation hereof, you will promptly advise the Company of that -decision. In that case, or if at any time the Company so requests in writing, you will promptly (and in any event within 10 days) either, at your option, (i) deliver to the Company all of the Evaluation Material (including all copies, -reproductions, summaries, analyses or extracts thereof or based thereon) in your possession or in the possession of any of your Representatives or (ii) destroy or cause to be destroyed all such Evaluation Material in your possession or in the -possession of any of your Representatives (such destruction to be acknowledged by you in writing to the Company). Notwithstanding such delivery or - - -June 20, 2016 -Page 5   - -destruction of the Evaluation Material, you agree that you and your Representatives will continue to be bound by your obligations under this Agreement. Notwithstanding the foregoing, (i) you -and your Representatives will not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures (it being agreed that you and your Representatives -will not access such archived computer files containing any such Evaluation Material after such delivery or destruction is otherwise required) and (ii) you and/or your Representatives may retain one copy of the Evaluation Material (and may only -access any such Evaluation Material) to the extent and for so long as such retention and access by you or such Representative, as applicable, is required by law or regulation; provided, however, that in the case of each of clauses -(i) and (ii) of this sentence, notwithstanding any other provision of this Agreement, you and your applicable Representatives will continue to be bound by the terms of this Agreement as if it were in full force and effect with respect to -any such Evaluation Material for so long as you or your applicable Representatives retain any such Evaluation Material. No Unauthorized Contact - 11. Unless otherwise agreed in writing by the Company, all (i) communications regarding any possible Transaction, (ii) requests for -additional information or Evaluation Material, (iii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures relating to a possible Transaction, will be submitted or directed to only the -Chief Executive Officer of the Company, the Board of Directors of the Company, the chairperson of the Board of Directors of the Company or those officers of the Company designated to you in writing by the Company. You further agree that, except as -permitted by this Agreement, without the prior written consent of the Company, you and your Representatives will not contact any other officers, directors, employees, stockholders, customers or suppliers of the Company or its subsidiaries in -connection with a possible Transaction, and, without limiting anything in this Agreement, will not otherwise disclose to any such parties the fact that the Company or its affiliates may pursue a Transaction with you or other parties or that -discussions or negotiations have taken or may take place concerning a possible Transaction. Maintaining Privileges -12. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable -privilege concerning pending or threatened legal proceedings or governmental investigations, you understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the desire, intention and mutual -understanding of each party to this Agreement that the sharing of such material is not intended to, and will not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work -product doctrine or other applicable privilege. All Evaluation Material provided to you that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege will remain entitled to such protection -under these privileges, this Agreement and the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. -Export Restrictions 13. You acknowledge that -certain of the Evaluation Material may be subject to export restrictions under U.S. law. You will not, and will cause your Representatives not to, without the express written permission of the Company, transmit, directly or indirectly, any -Evaluation Material that is subject to such export restrictions to any person or country outside the United States or otherwise in violation of applicable law; provided, however, that you will not be deemed to be in violation of this -provision in connection with any Evaluation Material provided directly by the Company or its Representatives to your employees who have a Randstad email address other than one ending in “randstadusa.com”. The Company will advise you in -writing as to the applicability of this Section 13 to any particular piece of Evaluation Material at or before the time such material is provided to you. - - -June 20, 2016 -Page 6   -No Obligation, Representation or Warranty -14. This Agreement defines the duties and obligations of you and your Representatives with respect to the Evaluation Material to the extent it may be disclosed -or made available but does not constitute or create any obligation of the Company or its Representatives to provide any Evaluation Material or other information to you. Under no circumstances will the Company or any of its Representatives be -obligated to disclose or make available any information, including, without limitation, any Evaluation Material, which the Company in its sole and absolute discretion determines not to disclose. Except for any express representations and warranties -set forth in a definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement, you understand and acknowledge that none of the Company or any of their respective Representatives is making -any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or any other information provided to you or your Representatives by or on behalf of the Company, and none of the Company or any of -their respective Representatives will have any liability to you or any other person (including, without limitation, any of your Representatives) resulting from your use of the Evaluation Material or any errors therein or omissions therefrom, except -as may otherwise be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement. -15. You acknowledge and agree that neither you nor the Company, nor any of either party’s Representatives, will be under any legal obligation of any kind -whatsoever with respect to any Transaction by virtue of (i) this Agreement or (ii) any written or oral expression or communication with respect to any Transaction by any of the Company’s Representatives except, in the case of this -Agreement, for the matters specifically agreed to herein. You further acknowledge and agree that (a) the Company will be free to conduct the process for a Transaction as the Company in its sole discretion will determine (including, without -limitation, negotiating with any other person and entering into a definitive agreement without prior notice to you or any other person), (b) none of you, the Company, or any of your or their respective Representatives will have any legal, -fiduciary or other duty to the other party or its Representatives with respect to any such process, and none of you, the Company, or each party’s respective Representatives are relying on any express or implied representation concerning the -manner in which such process will proceed, (c) any of the procedures relating to a Transaction may be changed at any time without notice to you or any other person, (d) each party will have the right to reject or accept any potential -proposal, offer or participant therein, for any or no reason whatsoever, in its sole discretion and (e) neither party will have any claim whatsoever against the other or any of their respective Representatives arising out of or relating to a -Transaction, except as may otherwise be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement. -Term 16. Except as otherwise provided herein, the -obligations of the parties under this Agreement will terminate eighteen (18) months from the date hereof, provided that such termination will not relieve any party from its responsibilities in respect of any breach of this Agreement prior to -such termination. Acting as Principal 17. -You represent and warrant that you (i) are acting as a principal in any possible Transaction, (ii) are not represented by any broker or similar party other than Wells Fargo Securities, LLC, which company is acting as your financial advisor -in connection with a possible Transaction, (iii) are not acting as a broker for or Representative of any other person in connection with the Transaction, and (iv) are considering the Transaction only for your own account. Except with the -prior written consent of the Company, you agree that (a) you will not act as a joint bidder or co-bidder with any other person with respect to the Transaction, and (b) neither you nor any of your Representatives (acting on behalf of you or -your subsidiaries) will enter into any discussions, - - -June 20, 2016 -Page 7   - -negotiations, agreements, arrangements or understandings (whether written or oral) with any other person regarding the Transaction, other than the Company and its Representatives, and your -Representatives (to the extent permitted hereunder). Legal Remedy -18. You acknowledge that money damages and remedies at law may be inadequate to protect the Company against any actual or threatened breach of or failure to -comply with this Agreement by you or by your Representatives and, without prejudice to any rights and remedies otherwise available to the Company, you may agree to the seeking of specific performance, injunctive relief and other equitable remedies -in the Company’s favor, and you further agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. -Governing Law 19. The validity and interpretation -of this Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles. You irrevocably (i) submit to the jurisdiction of any court of the -State of New York located in New York, New York or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the transactions contemplated -hereby (each a “Proceeding”) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to your address set forth above will be effective service of process for any action, suit or -proceeding brought against you in any such court, (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity you have -acquired, or hereafter may acquire, from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any Proceeding and (v) agree not to -commence any Proceeding other than in such court, and waive, to the fullest extent permitted by applicable law, any claim that any such Proceeding is brought in an inconvenient forum. -No Waiver 20. No failure or delay by the Company -in exercising any right, power or privilege under this Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. -Successors and Assigns 21. This Agreement will be -binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part hereof without the prior written consent of the Company, and any purported assignment without such -consent will be null and void. Severability -22. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or -unenforceable, (i) the remaining terms and provision hereof will be unimpaired and will remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision will be -replaced by a term or provision that is valid and enforceable and that comes closest to expressing the parties’ intention with respect to such invalid or unenforceable term or provision. - - -June 20, 2016 -Page 8   -Entire Agreement -23. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and -understandings relating to the matters provided for herein. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written amendment executed by the parties. An amendment or modification or -waiver will only be effective if (i) it is in writing and signed by the Company and you, (ii) it specifically refers to this Agreement and (iii) it specifically states that the Company and/or you, as the case may be, is amending, -modifying or waiving its rights hereunder. Any such amendment, modification or waiver will be effective only in the specific instance and for the purpose for which it was given. -Data Site 24. The terms of this Agreement shall -supersede any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which you or any of your Representatives may be granted access in connection with -the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to -such additional confidentiality conditions, it being understood and agreed that your confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by a written agreement -that is hereafter executed by each of the parties hereto. Counterparts -25. For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which will be an -original instrument and all of which taken together will constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission will constitute valid and sufficient delivery thereof. -This Agreement is being delivered to you in duplicate. Please execute and return one copy of this Agreement, which will constitute your agreement with respect -to the subject matter of this Agreement.   - - - - - - -Very truly yours, - - - -MONSTER WORLDWIDE, INC. - - - - -By: -  -/s/ Timothy T. Yates - -Name: -  -Timothy T. Yates - -Title: -  -Chief Executive Officer and Chief Financial Officer -   ACCEPTED AND AGREED TO -as of the first date written above   - - - - - - -RANDSTAD HOLDING NV - - - - -By: -  -/s/ Han Kolff - -Name: -  -Han Kolff - -Title: -  -Managing Director Group Control, Strategy and M&A - diff --git a/contract-nli/contract nli in txt/1021086_0000950162-99-000581_document_3.txt b/contract-nli/contract nli in txt/1021086_0000950162-99-000581_document_3.txt deleted file mode 100644 index be22f882bd577893d349ab44b164b1f6b5234660..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1021086_0000950162-99-000581_document_3.txt +++ /dev/null @@ -1,436 +0,0 @@ -NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT - - - NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the "Agreement"), -dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware -corporation ("CompuCom"), and ENTEX Information Services, Inc., a Delaware -corporation ("Seller"). - - RECITALS - - WHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement -dated as of May 10 , 1999 (the "Asset Purchase Agreement"); - - WHEREAS, the execution of this Agreement is a condition to CompuCom -acquiring, and Seller disposing of, the Purchased Assets (as defined in the -Asset Purchase Agreement) in connection with the Asset Purchase Agreement; - - NOW, THEREFORE, in consideration of the mutual covenants and agreements set -forth herein, CompuCom and Seller hereby agree as follows: - - - ARTICLE I - - DEFINITIONS - - 1.1 For purposes of this Agreement, the following terms have the following -meanings: - - (1) "Configuration" means the preparation of a computer and related - hardware and integration of components into a computer system; provided - that the term "Configuration" shall not include installation of a computer - or related hardware at a customer site. - - (2) "Non-Competition Period" means the period commencing on May 12, - 1999 and ending on May 11, 2000. - - (3) "Product" means any computer or related hardware and peripherals - (including hubs, switches and routers or networking hardware) or software - products (including networking software products) which CompuCom has the - ability to sell. - - (4) "Product Business" means the acceptance and fulfillment of - customer orders for Products, including the manufacturing, channel - assembly, co-location or centralized image loading and Configuration of - Products; provided that the term "Product Business" shall not include - on-site Configuration of computer or related - - - - - - hardware or software products made subsequent to the initial image - load/configuration. - - (5) "Outsourcing and Professional Services" means (a) consulting, - system migrations, project management, other services typically referred to - as "high-end" services, and (b) outsourcing contracts having a term of more - than one year which require pricing be done on a per seat basis. Agreements - that consist primarily of lower-end services, including, but not limited - to, break/fix, IMAC, warranty and low-end staff augmentation, other than - agreements priced on a per-seat basis, are not Outsourcing and Professional - Services agreements. - - (6) "Service Accounts" means the customer accounts of Seller listed on - Exhibits B and C hereto. - - (7) "Services" means all IT services offered by Seller, including, but - not limited to, all outsourcing, professional services, break/fix, staff - augmentation and consulting services; provided that the term "Services" - shall not include (i) on-site Configuration of Products by CompuCom or (ii) - the sale (but not the performance) by CompuCom of extended warranty - contracts at time of initial sale of Products to customers. - - (8) "Subsidiary," with respect to any person, means (i) any - corporation of which the outstanding capital stock having at least a - majority of the votes entitled to be cast in the election of directors - under ordinary circumstances shall at the time be owned, directly or - indirectly, by such person or (ii) any other person of which at least a - majority of the voting interest under ordinary circumstances is at the - time, directly or indirectly, owned by such person. - - Capitalized terms used in this Agreement and not otherwise defined shall -have the meanings ascribed thereto in the Asset Purchase Agreement. - - - ARTICLE II - - AGREEMENT TO COOPERATE - - Subject to the limitations set forth in Article III, Seller and CompuCom -agree that with respect to each account listed on Exhibit A hereto, that until -the earlier of (a) May 11, 2000 or (b) the termination of the existing contract -between Seller and such account (i) each party will cooperate with the other in -delivering Services and Products to such account in substantially the same -manner in which such Services and Products were delivered to such account prior -to Closing and (ii) each party's representative will be permitted to call on -such account. - - - - - - - ARTICLE III - - AGREEMENT NOT TO COMPETE - - 3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition -Period Seller will not, and will not permit any of its Subsidiaries to: - - (i) engage in the Product Business; - - (ii) encourage any Service Account to specify a party other than - CompuCom to provide Products and image load/configurations to such Service - Account; or - - (iii) solicit, entice or induce any employee of CompuCom or any - Subsidiary of CompuCom to terminate his or her employment with CompuCom or - any Subsidiary of CompuCom or hire any person who was or is at any time - from the date of execution of the Asset Purchase Agreement to the end of - the Non-Competition Period an employee of CompuCom or any Subsidiary of - CompuCom. - - (b) Seller agrees that during the Non-Competition Period Seller will, and -will cause its Subsidiaries to use commercially reasonable efforts to cause -future Service customers to whom Seller provides Outsourcing and Professional -Services and existing Service customers of Seller to whom Seller is able to -expand its Services, to procure Products and image load/configuration from -CompuCom in accordance with the provisions of Article IV, provided that CompuCom -is not competing with Seller to provide future or expanded Services to such -customers. - - Notwithstanding the foregoing, Seller shall be permitted to preserve its -ability to resell Products to the extent required by existing customer -agreements if (i) the customer refuses to approve of CompuCom providing such -Products after Seller uses commercially reasonable efforts to obtain such -approval, (ii) CompuCom rejects the customer order for such Products pursuant to -Article IV (provided that CompuCom shall comply with the requirements of the -Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom -fails to meet the requirements of the customer agreement, including but not -limited to price, payment terms, return privileges and service level agreements -("SLA's) (subject to applicable cure periods). In addition, Seller shall be -permitted (A) to arrange for the procurement of computers or related hardware -and software products as agent for customers in connection with future -Outsourcing and Professional Services engagements, subject to Seller's -obligations under Section 3.1(b) and the conditions provided for in the -immediately preceeding sentence (B) to refer orders for Products for delivery -outside the United States to comply with Seller's obligations under Seller's -international alliance agreements and (C) to perform initial on-site image -load/configuration and augmentation in a manner consistent with Seller's current -business practices, provided that Seller agrees that during the Non-Competition -Period, it will not actively encourage any Services customer to move its initial -image load/configuration business from CompuCom's configuration facilities to -the customer`s site. - - - - - - 3.2 CompuCom's Agreement. (a) CompuCom agrees that during the -Non-Competition Period CompuCom will not, and will not permit any of its -Subsidiaries to: - - (i) provide any Services to any account listed on Exhibit B hereto; - - (ii) provide any Services to any account listed on Exhibit C hereto - except to the extent provided for in such Exhibit; or - - (iii) except as contemplated by the Asset Purchase Agreement, solicit, - entice or induce any employee of Seller or any Subsidiary of Seller to - terminate his or her employment with Seller or any Subsidiary of Seller or - hire any person who was or is at any time from the date of execution of the - Asset Purchase Agreement to the end of the Non-Competition Period an - employee of Seller or any Subsidiary of Seller. - - Notwithstanding the foregoing, CompuCom shall be permitted to provide - Services under any "request for proposal", bid, contract or statement of - work submitted by CompuCom to the applicable potential customer prior to - May 12, 1999 . In the event of a dispute between CompuCom and Seller as to - the matters covered by the immediately preceeding sentence, CompuCom shall - furnish, in response to the reasonable request of Seller, evidence and - shall have the burden of proving, that the applicable "request for - proposal", bid, contract or statement of work was submitted by CompuCom to - the customer prior to May 12, 1999. - - (b) CompuCom agrees that it will refer to Seller the performance of -extended warranty service (other than manufacturers' warranties) or warranty -upgrades sold by CompuCom to any Service Accounts, provided that Seller has the -ability to perform such extended warranty service or warranty upgrades except -that CompuCom may continue to perform extended warranty services and warranty -upgrades in accordance with the provisions of Exhibit C. The parties agree to -negotiate in good faith the terms, conditions and amount of payment Seller will -receive for performing such warranty service or warranty upgrades. - - - ARTICLE IV - - Acceptance of Product Orders - - CompuCom agrees that during the Non-Competition Period, it will accept -orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) -under the following conditions: (i) CompuCom has the ability to offer such -Product for sale; (ii) the purchase price required by the customer order for the -Product is reasonably acceptable to CompuCom; (iii) such Product offered by -CompuCom meets the customer's specifications, including, but not limited to, -configuration specifications; and (iv) the requirements of the customer with -respect to such Product, including but not limited to delivery, payment terms -and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to -notify - - - - - -Seller of CompuCom's rejection of such orders for Product within a mutually -agreed upon time that is reasonable under the time constraints required by the -customer order or contract. - - - ARTICLE V - - NON-DISCLOSURE - - 5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, -unless otherwise required by law, from and after the Closing: - - (a) Seller shall cooperate with CompuCom at CompuCom's expense to - protect and safeguard all of CompuCom's Confidential Information; and - - (b) Seller shall not, directly or indirectly, use, sell, license, - publish, disclose, or otherwise transfer or make available to others any of - CompuCom's Confidential Information. - - As used in this Agreement, the terms "CompuCom's Confidential Information" -means proprietary or confidential information concerning the Business including, -without limitation, information regarding prices charged for Products, the -assets, liabilities, and financial condition of the Business, names and -identities of customers and analyses of the amount and types of Products -purchased by each such customer. - - Notwithstanding the foregoing, Seller shall be permitted to disclose -historical financial information, including financial information relating to -the Business, as may be required by customers, vendors, lenders or other third -parties, provided that such third parties shall agree to preserve the -confidentiality of such information. - - 5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees -that unless otherwise required by law, from and after the Closing: - - (a) CompuCom shall cooperate with Seller at Seller's expense to - protect and safeguard all of Seller's Confidential Information; - - (b) CompuCom shall not, directly or indirectly, use, sell, license, - publish, disclose or otherwise transfer or make available to others any of - Seller's Confidential Information; and - - (c) CompuCom shall not solicit or knowingly utilize any of Seller's - Confidential Information regarding Seller's Services business from any - former employee of Seller. - -As used in this Agreement, the terms "Seller's Confidential Information" means -proprietary or confidential information and business secrets of Seller -pertaining to its Services Business in- - - - - - -cluding, without limitation, information regarding prices charged for Services, -copies of existing Services contracts to which Seller is a party (other than any -such contracts provided to CompuCom pursuant to the provisions of the Asset -Purchase Agreement) and analyses of the amount and types of Services purchased -by customers. - - - ARTICLE VI - - MISCELLANEOUS - - 6.1 Notices, Etc. All notices, requests, demands or other communications -required by or otherwise with respect to this Agreement shall be in writing and -shall be deemed to have been duly given to any party when delivered personally -(by courier service or otherwise), when delivered by facsimile and confirmed by -return facsimile, or five business days after being mailed by first-class mail, -postage prepaid in each case to the applicable addresses set forth below: - - If to Seller, to: - - ENTEX Information Services, Inc. - Six International Drive - Rye Brook, N.Y. 10573 - Facsimile No.: (914) 935-3720 - - Attention: Lynne A. Burgess, Esq., - Senior Vice President and - General Counsel - - with a copy (which shall not constitute notice to Seller) to: - - Cahill Gordon & Reindel - 80 Pine Street - New York, NY 10005 - Facsimile No.: (212) 269-5420 - - Attention: Gerald S. Tanenbaum, Esq. - - If to CompuCom, to: - - CompuCom Systems, Inc. - 7171 Forest Lane - Dallas, Texas 75230 - Facsimile No.: (972) 856-5395 - - Attention: Ms. Lazane Smith, - Senior Vice President - and Chief Financial Officer - - - - - - with a copy (which shall not constitute notice to CompuCom) to: - - Strasburger & Price, L.L.P. - 901 Main Street, Suite 4300 - Dallas, Texas 75202 - Facsimile No.: (214) 651-4330 - - Attention: Frederick J. Fowler, Esq. - -or to such other address as such party shall have designated by notice so given -to each other party. - - 6.2 Amendments, Waivers, Termination Etc. This Agreement may not be -amended, changed, supplemented, waived or otherwise modified or terminated -except by an instrument in writing signed by each of the parties hereto. - - 6.3 Successors and Assigns. This Agreement shall be binding upon and shall -inure to the benefit of and be enforceable by the parties and their respective -successors and assigns, including without limitation by merger or otherwise. -This Agreement shall not be assignable. - - 6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement -embody the entire agreement and understanding among the parties relating to the -subject matter hereof and supersede all prior agreements and understandings -relating to such subject matter. There are no covenants by the parties hereto -relating to such subject matter other than those expressly set forth in this -Agreement and the Asset Purchase Agreement. - - 6.5 Specific Performance. The parties acknowledge that money damages are -not an adequate remedy for violations of this Agreement and that any party may, -in its sole discretion, apply to a court of competent jurisdiction for specific -performance or injunctive or such other relief as such court may deem just and -proper in order to enforce this Agreement or prevent any violation hereof and, -to the extent permitted by applicable law, each party waives any objection to -the imposition of such relief. - - 6.6 Remedies Cumulative. All rights, powers and remedies provided for under -this Agreement or otherwise available in respect hereof at law or in equity -shall be cumulative and not alternative, and the exercise or beginning of the -exercise of any thereof by any party shall not preclude the simultaneous or -later exercise of any other such right, power or remedy by such party. - - 6.7 No Waiver. The failure of any party hereto to exercise any right, power -or remedy provided under this Agreement or otherwise available in respect hereof -at law or inequity, or to insist upon compliance by any other party hereto with -its obligations hereunder, and any custom or practice of the parties at variance -with the terms hereof, shall not constitute - - - - -57- - - -a waiver by such party of its right to exercise any such or other right, power -or remedy or to demand such compliance. - - 6.8 Severability. Each party agrees that, should any court or other -competent authority hold any provision of this Agreement or part hereof to be -null, void or unenforceable, or order any party to take any action inconsistent -herewith or not to take an action consistent herewith or required hereby, the -validity, legality and enforceability of the remaining provisions and -obligations contained or set forth herein shall not in any way be affected or -impaired thereby. Upon any such holding that any provision of this Agreement is -null, void or unenforceable, the parties will negotiate in good faith to modify -this Agreement so as to effect the original intent of the parties as closely as -possible in an acceptable manner to the end that the transactions contemplated -by this Agreement are consummated to the extent possible. - - 6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND -THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN -ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE -AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS -THEREOF RELATING TO CONFLICTS OF LAW. - - 6.10 Name, Captions. The name assigned to this Agreement and the section -captions used herein are for convenience of reference only and shall not affect -the interpretation or construction hereof. - - 6.11 Counterparts. This Agreement may be executed in any number of -counterparts, each of which shall be deemed to be an original, but all of which -together shall constitute one instrument. Each counterpart may consist of a -number of copies each signed by less than all, but together signed by all, the -parties hereto. - - 6.12 Referral Fees. To the extent that the parties agree that the payment -of referral fees will further their mutual business interests or is required in -order to compensate either party for material services rendered for the benefit -of the other, the parties agree to negotiate the terms and conditions of the -payment of such referral fees in good faith. - - - - - - - IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the -date first above written. - - COMPUCOM SYSTEMS, INC. - - - By: /s/ M. Lazane Smith - ---------------------------------------- - Name: Lazane M. Smith - Title: Senior Vice President and - Chief Financial Officer - - - ENTEX INFORMATION SERVICES, INC. - - - By: /s/ Kenneth A. Ghazey - --------------------------------------- - Name: Kenneth A. Ghazey - Title: President \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1021096_0000914317-03-001205_ex2-2.txt b/contract-nli/contract nli in txt/1021096_0000914317-03-001205_ex2-2.txt deleted file mode 100644 index 8eb71545947ed8842183b9ed5aaac4c6ab0099e3..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1021096_0000914317-03-001205_ex2-2.txt +++ /dev/null @@ -1,157 +0,0 @@ -NON-COMPETITION AND NON-DISCLOSURE AGREEMENT - -------------------------------------------- - - - THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made -and entered into as of the 1st day of April, 2003, by and between BELCAN -CORPORATION, an Ohio corporation ("Belcan"), and ARC COMMUNICATIONS, INC., a New -Jersey corporation ("ARC"). All initially capitalized terms not otherwise -defined shall have the meanings ascribed to them in the Purchase Agreement -(later defined). - - WHEREAS, the parties hereto are parties to a certain Stock Purchase -Agreement (the "Purchase Agreement") dated as of April 1, 2003, pursuant to -which ARC agreed to sell to Belcan the Purchased Shares in the Company; - - WHEREAS, ARC will receive valuable consideration from Belcan for the sale -of the Purchased Shares in the Company and will also receive the Note as -additional consideration for its covenants contained herein; - - WHEREAS, ARC has had access to all material and otherwise confidential -information relating to the Company; - - WHEREAS, the Company is engaged in the business of providing on-line -training to professionals in the medical arena (the "Business"); - - WHEREAS, Belcan would not be willing to enter into the Purchase Agreement -without the agreement of ARC to execute this Non-Competition and Non-Disclosure -Agreement, and Belcan has expressly conditioned its obligations under the -Purchase Agreement on the entering into of this Non-Competition and -Non-Disclosure Agreement. - - NOW, THEREFORE, in pursuance of the above and in consideration of the terms -and conditions contained herein and for other good and valuable considerations, -the receipt and sufficiency of which are hereby acknowledged, the parties agree -as follows: - - 1. Non-Disclosure of the Company's Confidential Information and Trade - ----------------------------------------------------------------------- -Secrets. ARC has learned trade secrets and confidential information of the -------- -Company, including, but not limited to, the software of the Company, marketing, -price information, customer lists, identities of customer contact persons, lists -of prospective customers, market research, sales systems, marketing programs, -budgets, pricing strategy, identity and requirements of national accounts, -methods of operating, other trade secrets and confidential information regarding -customers and employees of the Company or its customers and other information -about the Company's Business that is not readily known to the public and gives -the Company an opportunity to obtain an advantage over competitors who do not -know such information (collectively, the "Confidential Information"). ARC -acknowledges that the Company has invested substantial sums in the development -of its Confidential Information. ARC covenants and agrees that they will not, -directly or indirectly, disclose or communicate to any person or entity any -Confidential Information of the Company; except (i) in connection with the -enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise - - - - - - -2- - -required by law. This covenant has no geographical or territorial restriction or -limitation and applies no matter where ARC may be located in the future. - - 2. Non-Solicitation Covenant. For a period of five (5) years from the date - -------------------------- -hereof, ARC, acting either directly or indirectly, through any other person, -firm, or corporation, covenants and agrees not to (i) induce or attempt to -induce or influence any employee of the Company to terminate employment with the -Company when the Company desires to retain that person's services; (ii) in any -way interfere with the relationship between the Company and any employee of the -Company; or (iii) employ, or otherwise engage as an employee, independent -contractor or otherwise, any employee of the Company. - - 3. Non-Competition. For a period of five (5) years from the date hereof, - --------------- -ARC shall not, acting directly or indirectly, (i) have any ownership interest in -any competing business, (ii) call on, solicit or have business communications -with respect to a competing business with any of the Company's customers or -prospective customers for the purpose of obtaining competing business from such -customer or prospective customer other than for the benefit of the Company, or -(iii) participate in the formation or start-up of a competing business. As used -in this Agreement, the term "competing business" means any business competing -with the Company for the Company's Business anywhere in the United States. As -used in this Agreement, the term "customer" means any customer of the Company -whose identity ARC learned through ARC's ownership of the Company or with whom -ARC had business contact during the twelve (12) months immediately prior to the -date hereof. - - 4. Return of Confidential Information. Upon the Closing (as defined in the - ----------------------------------- -Purchase Agreement) of the transactions contemplated by the Purchase Agreement, -ARC agrees that all copies and originals of all documents and other materials -containing or referring to the Company's Confidential Information as may be in -ARC's possession, or over which ARC may have control, shall be delivered by ARC -to Belcan immediately, with no request being required. - - 5. Injunctive Relief. ARC acknowledges and agrees that a breach of any of - ------------------ -the covenants set forth in this Agreement will cause irreparable injury and -damage to Belcan for which Belcan would have no adequate remedy at law, and ARC -further agrees that in the event of said breach, Belcan, without having to prove -damages, shall be entitled to an immediate restraining order and injunction to -prevent such violation or continued violation, and to all costs and expenses, -including Belcan's reasonable attorney fees, in addition to any other remedies -to which Belcan may be entitled at law or equity. - - 6. Severability. If any provision of this Agreement is held to be illegal, - ------------- -invalid, or unenforceable in any respect, Belcan and ARC agree that such term or -provision shall be deemed to be modified to the extent necessary to permit its -enforcement to the maximum extent permitted by applicable law. - - 7. Assignment. This Agreement shall be binding upon and inure to the - ----------- -benefit of Belcan, its successors and assigns. - - 8. Governing Law, Forum Selection, and Consent to Personal Jurisdiction. - ------------------------------------------------------------------------ -This Agreement shall be governed by the laws of the State of Ohio. - - - - - -3- - - The remainder of this page intentionally left blank. - - - - - - -4- - - - IN WITNESS WHEREOF, the parties have executed this Agreement as of the date -and year first above written. - -WITNESSES: BELCAN CORPORATION - - - - - BY: /s/Richard J. Lajoie, Jr. - ----------------------------- - Richard J. Lajoie, Jr. - Vice President - - - ARC COMMUNICATIONS, INC. - - - - BY: /s/ Michael Rubel - ----------------------------- - Michael Rubel - Chief Operating Officer \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1021097_0001047469-11-001653_a2202345zex-99_d10.txt b/contract-nli/contract nli in txt/1021097_0001047469-11-001653_a2202345zex-99_d10.txt deleted file mode 100644 index 748d0655e538a55cd39349364be38dc960177373..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1021097_0001047469-11-001653_a2202345zex-99_d10.txt +++ /dev/null @@ -1,171 +0,0 @@ - - - - - - -Exhibit (d)(10) -  -NON-DISCLOSURE AGREEMENT -  -THIS NON-DISCLOSURE AGREEMENT (“Agreement”) between Universal Hospital Services, Inc. (“UHS”) and Emergent Group, Inc. (“Company”), is effective October 26, 2010. -  -Whereas, UHS and Company intend to engage in confidential discussions for the purpose of evaluating a potential business transaction between UHS and Company (“Business Transaction”), and as part of the Business Transaction, each party anticipates that it will disclose to the other party certain information that its deems confidential and/or proprietary. -  -Now, therefore, to assure the confidentiality of the parties’ confidential information and to prevent the unauthorized use or disclosure of this information, UHS and Company agree as follows: -  -1.                                      Confidential Information Defined. The term “Confidential Information” means all confidential and proprietary information belonging to one party (the “Disclosing Party”) that is revealed to the other party (the “Receiving Party”) during the Disclosure Period, which begins on the effective date and ends April 26, 2011. Confidential Information, regardless of the form in which it appears, may include, without limitation, information about customers, business and marketing plans, financial data, expertise of employees, forecasts and strategies that is related to the business of the Disclosing Party and is of the type of information that would reasonably be deemed to be confidential. -  -2.                                      Use Restriction. The Receiving Party agrees to use the Confidential Information for the sole purpose of evaluating and negotiating the Business Transaction. -  -3.                                      Disclosure Restrictions and Exceptions. The Receiving Party will disclose Confidential Information only to its employees and to its representative whose participation is necessary or helpful to evaluate and advance to the Business Transaction and who have agreed to be bound by the terms of this Agreement. The Receiving Party will limit the unauthorized disclosure of Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information. Notwithstanding anything to the contrary in this Agreement, the Receiving Party is not prohibited from disclosing Confidential Information it is legally compelled to disclose (by deposition, subpoena, civil investigative demand, court order or otherwise), provided that the Receiving Party gives the Disclosing Party prompt written notice of any such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained and the Disclosing Party has not waived compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by opinion of counsel it is legally required to furnish and will exercise reasonable efforts to limit the scope and content of such disclosure and obtain confidential treatment of such Confidential Information, Furthermore, the Receiving Party’s obligations under this Agreement do not apply with respect to any Confidential Information that (a) is or becomes generally available to the public other than from the improper action of the Receiving Party, (b) is developed by the Receiving Party without reference to the Confidential Information, (c) was in the Receiving Party’s possession before receipt from the Disclosing Party, or (d) is received by the Receiving Party from a third party who is not subject to an obligation of confidentiality owed to the Disclosing Party. -  -4.                                      Nondisclosure of Possible Business Transaction. Except as permitted by the previous paragraph, neither the Receiving Party nor the Receiving Party’s representatives will disclose to any person the fact that the Confidential information has been made available to the Receiving Party or the Receiving Party’s representatives or that the Receiving Party or the Receiving Party’s representatives have inspected any portion of the Confidential Information. -  -5.                                      Waiver. The failure of a party to insist, in one or more instances, upon performance of any of the provisions or conditions of this Agreement will not be construed as a waiver of any other provision or condition of this Agreement, and no present waiver will be construed as a future waiver of such provision or condition. -  -6.                                      Remedies. Because of the unique and proprietary nature of Confidential Information, it is understood and agreed that remedies at law for a breach by the Receiving Party of its obligations under this Agreement may be inadequate and that in the event of such breach or threatened breach the -  -1 - - - - - -  -Disclosing Party will be entitled to seek equitable relief, including without limitation injunctive relief and specific performance. The remedies set forth in this Section are in addition to any other remedies available for any such breach or threatened breach, including the recovery of damages from the breaching party. -  -7.                                      Assignment. This Agreement is not assignable by either party without the prior express written consent of the other, except that UHS may assign this Agreement to an affiliate or to a successor in interest to which the business relates. -  -8.                                      Entire Agreement and Amendment. This Agreement states the entire understanding of the parties regarding the Disclosing Party’s Confidential Information and it cannot be altered or amended without a writing signed by both parties. This Agreement will not be construed to create any obligation on the part of either party to retain the other party’s services or to compensate the other party in any manner. -  -9.                                      Return of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all documents or other materials furnished by the Disclosing Party constituting Confidential Information, together with all copies thereof in the possession, custody or control of the Receiving Party, without retaining any copies. Any destruction must be confirmed by the Receiving Party to the Disclosing Party in writing. Notwithstanding anything to the contrary set forth herein, the Receiving Party is not required to return or destroy computer files stored in the ordinary course of its business as a result of automated back-up procedures (subject, however, to the confidentiality restrictions set forth herein). -  -10.                               Term. The Receiving Party’s obligations imposed pursuant to this Agreement will continue for two years from the date hereof. -  -ACCEPTED AND AGREED TO: -  - - - - -Universal Hospital Services, Inc. - -  - -Emergent Group, Inc. - - -7700 France Avenue South, Suite 275 - -  - -10939 Pendleton Street - - -Edina, MN 55435-5228 - -  - -Sun Valley, CA 91352 - - -  - -  - -  - - -  - -  - -  - - -By: - -/s/ Timothy W. Kuck [ILLEGIBLE] - -  - -By: - -/s/ Bruce J. Haber - - -  - -Timothy W. Kuck - -  - -  - -Bruce J. Haber - - -  - -  - -  - -  - -  - - -Its: - -Executive Vice President - -  - -Its: - -Chairman & CEO - - -  - -  - -  - -  - -  - - -  - -  - -  - -  - -  - - -Date: - -10/26/10 - -  - -Date: - -10/26/10 - -  -2 - - - - - - - diff --git a/contract-nli/contract nli in txt/1023734_0000912057-96-023266_document_16.txt b/contract-nli/contract nli in txt/1023734_0000912057-96-023266_document_16.txt deleted file mode 100644 index a0180824a3ca2fbcb9a9d5d64fa839d90dfd55c9..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1023734_0000912057-96-023266_document_16.txt +++ /dev/null @@ -1,47 +0,0 @@ - - - - NAVIDEC, INCORPORATED - TRADE SECRET/NON-DISCLOSURE AGREEMENT - - - - In consideration of the mutual promises made herein, as well as the -agreement between Navidec, Incorporated and _______________ , the parties -hereby agree as follows: - - ____________________ , agrees that, in consideration for being shown or -told about certain trade secrets or property belonging to Navidec, -Incorporated, ____________________, shall not disclose or cause to be -disclosed, disseminated or distributed any information concerning said trade -secret or property to any person, entity, business or other individual or -company without the prior written permission of Navidec, Incorporated. - - Further, ___________________ , agrees not to use, either directly or -indirectly any of the material, ideas, objects or portions thereof of said -trade secret or property disclosed by Navidec, Incorporated in any manner -whatsoever without the prior written consent of Navidec, Incorporated. - - Any dispute that arises hereunder shall be resolved by arbitration -pursuant to the rules of the American Arbitration Association or the rules of -the State of Colorado. - - In the event that any litigation or arbitration is commenced to enforce -any of the provisions of this agreement, the prevailing party of said -litigation shall be entitled to all costs thereof including reasonable -attorney's fees. - - This agreement shall be governed by and interpreted in accordance -without the laws of the State of Colorado. - - - EXECUTED this _____________ day of __________________ 1996, in Englewood, -in the State of Colorado. - - - --------------------------------------- - Navidec, Incorporated - - - --------------------------------------- - (Signature of Agreeing Party) \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1029445_0000940180-97-000212_document_12.txt b/contract-nli/contract nli in txt/1029445_0000940180-97-000212_document_12.txt deleted file mode 100644 index eb558665d9a78503da6eeaf0bb6bfbb5f6832bb8..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1029445_0000940180-97-000212_document_12.txt +++ /dev/null @@ -1,232 +0,0 @@ - - - i/c/w Contract No. G12463P - - NON-DISCLOSURE AGREEMENT - ------------------------ - -This agreement, made and entered into this 15th day of April, 1996, by and -between Assessment Systems, Inc., a corporation having an office at 780 Third -Avenue, New York, N.Y. 10017 (hereinafter referred to as "CONSULTANT") and -Telesector Resources Group, Inc, ("NYNEX"), a corporation duly organized and -existing under the laws of the State of Delaware and having an office at 240 -East 38th Street, New York, New York 10016. NYNEX shall remain and include -Telesector Resources Group, Inc., its holding and parent companies, and its or -their affiliates and subsidiaries. - -WITNESSETH THAT: - -WHEREAS, in order for CONSULTANT to provide consultant services to NYNEX it may -be necessary or desirable for NYNEX to disclose to CONSULTANT certain -confidential and proprietary material, information, data, and other -communications concerning NYNEX's past, current, future and proposed or -potential customers, products, services, operations, business forecasts, -procurement requirements, plans strategies and technology; and - -WHEREAS, CONSULTANT and NYNEX wish to define the agreed upon terms and -conditions governing the confidentially of material, information and data -furnished and to be furnished by NYNEX to CONSULTANT in connection with its -present and future business plans. - -NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and -undertakings expressed herein, agree with each other as follows: - -1. For the purposes of this Non-Disclosure Agreement, the term "Confidential -Information" shall mean material, information, data and other communications -(a) disclosed by NYNEX and/or one or more of its parent, subsidiary or -affiliated corporations, appropriately marked as "Confidential," "Proprietary" -or the like or otherwise disclosed in a manner consistent with its proprietary -and confidential nature; or (b) produced during the course of the working -relationship between NYNEX and CONSULTANT, which would either give NYNEX' -competitors an advantage or diminish or eliminate NYNEX' advantage over its -competitors. - -2. ALL NYNEX Confidential Information: - - (a) is hereby acknowledged by CONSULTANT to be of a proprietary nature to, -and to constitute secrets of NYNEX; - - (b) shall not be copied, used, distributed, disclosed, disseminated or -communicated in any way or form by CONSULTANT whether or not for its own -benefit, to anyone outside or within its own organization, except on a -"need-to-know" basis to the extent necessary for: (i) negotiations, discussions -and consultations with personnel or authorized representatives of NYNEX; (ii) -supplying NYNEX with products or services at its order; (iii) preparing bids, -estimates and proposals for submission to NYNEX; and (iv) any other purpose -which NYNEX may authorize in writing; - - (c) shall not be used by CONSULTANT for any purposes other than those set -forth herein, without the experts prior written permission of NYNEX; - - (d) shall be held by CONSULTANT in the strictest confidence, and shall be -treated by it with the same degree of care to avoid disclosure to any third -party as is used with respect to CONSULTANT'S own information of like -importance, or, a minimum, shall be treated with a reasonable degree of care to -avoid any such disclosure. CONSULTANT shall be liable for the disclosure of -Confidential Information of - - - -NYNEX if such care is not used. The burden shall be upon CONSULTANT to show that -such care, in fact, was used; and - - (e) Confidential Information is hereby acknowledged by CONSULTANT to be -the sole property of NYNEX and shall be returned to NYNEX (including, without -limitation, all materials, documents, drawings, models, apparatus, sketches, -designs, specifications and lists, encompassing or evidencing same or related -thereto, and all copies/formats thereof), within seven (7) days after receipt by -CONSULTANT of a written request from NYNEX setting forth the Confidential -Information to be returned. Upon receipt of such request, CONSULTANT also shall -erase or destroy any such Confidential Information in any computer memory or -data storage apparatus. - -3. The obligations set forth in Paragraph 2 hereof shall not apply, or shall -terminate, with respect to any particular portion of NYNEX Confidential -Information which: - - (a) was in CONSULTANT's possession, free of any obligation of confidence, -prior to receipt from NYNEX, as proven by CONSULTANT's written records; -provided, however, that CONSULTANT immediately informs NYNEX, in writing, to -establish its prior possession; - - (b) is already in the public domain at the time NYNEX communicates it to -CONSULTANT, or becomes available to the public through no breach of this -Non-Disclosure Agreement by CONSULTANT; - - (c) is received independently from a third party free to disclose such -information to CONSULTANT; - - (d) is developed by CONSULTANT, independently of and without reference to -any Confidential Information of NYNEX or any other information that NYNEX has -disclosed in confidence to any third party, as proven by CONSULTANT's written -records; - - (e) is disclosed by CONSULTANT to a third party, with the express prior -written permission of NYNEX; - - (f) is disclosed by CONSULTANT in order to satisfy any legal requirement -of any competent government body; provided, however, that immediately upon -CONSULTANT's receipt of any such request, CONSULTANT shall first advise NYNEX of -same before making any disclosure to such body, so that NYNEX may either -interpose an objection to such disclosure before such body, or take action to -assure confidential handling of the Confidential Information by such body, or -take other action to protect the Confidential Information which NYNEX deems -appropriate under the circumstances; or - - (g) in any event, five (5) years after the date of execution of this -Non-Disclosure Agreement. - -4. Nothing contained in this Non-Disclosure shall be construed as obligating -NYNEX to disclose any particular information to CONSULTANT. - -5. Nothing contained in this Non-Disclosure Agreement shall be construed as -granting to or conferring on CONSULTANT, expressly or impliedly, any rights, by -license or otherwise, to the Confidential Information of NYNEX or any other -material, information or data, or any invention, discovery, improvement or -product conceived, made or acquired prior to, on or after the date of this -Non-Disclosure Agreement. - -6. CONSULTANT warrants and represents that CONSULTANT has bound its employees, -agents and subcontractors to the terms and conditions of this Agreement or that -each and every employee, agent or subcontractor has personally executed a -Non-Disclosure Agreement containing terms and conditions no less stringent than -the terms and conditions contained herein; and furthermore CONSULTANT hereby - - -agrees to indemnify, hold harmless and defend NYNEX from and against any loss, -cost, damage, expense or claim arising out of any breach of this provision or -the failure of CONSULTANT or its employees, agents or subcontractors to protect -such Confidential Information. - -7. This Non-Disclosure Agreement shall become effective upon the day and year -first written, and shall remain in effect until terminated in writing by either -party. Notwithstanding any such termination, the rights and obligations with -respect to the disclosure of Confidential Information set forth herein shall -survive the termination of this Non-Disclosure Agreement. - -8. CONSULTANT further agrees that it shall not, without the prior written -consent of NYNEX, make any news release, public announcement, or denial or -confirmation of all or any part of the discussions or negotiations, or in any -manner advertise or publish the fact that the parties have entered into -discussions or negotiations with each other, or disclose any details connected -with such discussions or negotiations to any third party, including any -disclosure with respect to this Non-Disclosure Agreement, the negotiations -culminating herein, or any phase of any program hereunder. - -9. No term or provision of this Non-Disclosure Agreement shall be deemed -waived, and no breach excused, unless such waiver or consent shall be in writing -and signed by the party claimed to have waived or consented. Any consent by any -party to, or waiver of, a breach by the other, whether express or implied, shall -not constitute a consent to waiver of, or be cause for, any other, different or -subsequent breach. - -10. The construction, interpretation and performance of this Agreement and all -transactions under it shall be governed by the laws of the State of New York. - - - - ASSESSMENT SYSTEMS, INC. NYNEX - - -By: /s/ Eli Salig By: /s/ Harold Bell - ---------------------------- --------------------------- -Name: ELI SALIG Name: HAROLD BELL - -------------------------- ------------------------- - print print - -Title: EVP Title: DIRECTOR - ------------------------- ------------------------ -Date: 10 MAY 1996 Date: 5/14/96 - -------------------------- ------------------------- - - - - - NYNEX - - CONTRACT NO. G12463P - AMENDMENT NO. 01 - - ACCEPTANCE SHALL BE INDICATED BY - (1) SIGNING AND (2) RETURNING DUPLICATE - ------- ------------------- - - -Assessment Systems, Inc. Telesector Resources Group, Inc -780 Third Avenue, 22nd floor (A NYNEX Company) -New York, N.Y. 10017 240 East 38th Street, 15th floor -Attn: Mr. Bernard Reynolds New York, N.Y. 10016 - Attn: Mr. Sean Mahoney - SPL - - -SERVICE: Testing, assessment and interview process of additional field -personnel. - -Telesector Resources Group, Inc., (herein after referred to as NYNEX) Agreement -with you No. G12463P is amended as follows: - -Effective July 9th, 1996, Exhibit A--Statement of Work, will be expanded to -provide services for additional NYNEX field personnel, and Exhibit -B--Compensation, will be modified to provide for compensation for the additional -service. Exhibits A and B are attached and are made part of the Agreement. - -All other Terms and Conditions of the Agreement are reaffirmed and remain in -effect to the extent that they do not conflict with this Agreement. - -(1) Sign Here and (2) Return To Address Above: - ----------------------------------------- - - - TELESECTOR RESOURCES GROUP, INC. - ASSESSMENT SYSTEMS, INC. (A NYNEX COMPANY) - -By /s/ Eli Salig By /s/ Harold Bell - ---------------------------------- ----------------------------- -Title EXEC. V.P Title Dir Strategic Servicing - -------------------------------- --------------------------- -Name ELI SALIG Name HAROLD BELL - -------------------------------- ---------------------------- - (print) (print) - -Accepted: Date 24 July 1996 - ------------ diff --git a/contract-nli/contract nli in txt/1030471_0001012870-01-501268_dex1065.txt b/contract-nli/contract nli in txt/1030471_0001012870-01-501268_dex1065.txt deleted file mode 100644 index 8cba8af2c1a81d007894f9daa103f2c184e36190..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1030471_0001012870-01-501268_dex1065.txt +++ /dev/null @@ -1,107 +0,0 @@ - -EXHIBIT C: MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ---------- - - THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN COMPANY, INC., 1275 HARBOR -BAY PARKWAY, SUITE 100, ALAMEDA, CA 94502 ("Company") AND TELECOMMUNICATIONS -D'HAITI S.A.M. ("BUYER"). - - 1. This Agreement shall apply to all confidential and proprietary -information disclosed by the parties to the other, including but not limited to -confidential product planning information, product specifications and other -proprietary and business and technical information (hereinafter referred to as -"Confidential Information"). As used herein, "Confidential Information" shall be -in written, graphic, machine recognizable or other tangible or electronic form -and marked "Confidential" or "Proprietary" or shown by implication that it is -imparted or disclosed in confidence, or if disclosed orally or visually, shall -be reduced to writing in summary form, identified as "Confidential Information" -and sent to the Receiving Party within 15 days following such oral or visual -disclosure. - - 2. Company and BUYER mutually agree to hold the other party's Confidential -Information in strict confidence and not to disclose such Confidential -Information to any third parties except after receiving prior consent by the -disclosing party in writing. Company and BUYER shall use the same degree of -care to avoid disclosure of such Confidential Information as each employs with -respect to its own proprietary information of like importance or a greater -degree if reasonable. - - 3. Company and BUYER agree that they will not use the other party's -Confidential Information for any purpose other than for the intended purposes, -without the prior written permission of the other party. - - 4. Company and BUYER mutually agree they may disclose such Confidential -Information to their respective responsible employees with a bona fide need to -know, and Company and BUYER agree to instruct all such employees not to disclose -such Confidential Information to third parties and will ensure that such -employees have agreed to similar non-disclosure provisions with Company or the -BUYER, its own employees respectively. - - 5. Information shall not be deemed Confidential Information and the -receiving party shall have no obligation regarding any information for which it -can be proven in written documentation (a) is already known to the receiving -party at the time that it is disclosed without use of the Confidential -Information; (b) is or becomes publicly known through no wrongful act contrary -to this Agreement of the receiving party; (c) is rightfully received from a -third party without obligation of confidence or restriction on disclosure from -receiving party and without breach of this Agreement; (d) is independently -developed by the receiving party without use of Confidential Information; (f) is -disclosed pursuant to a requirement of a valid court order provided that the -Receiving Party provides (i) prior written notice for the disclosing party of -such obligation and (ii) the opportunity to oppose such disclosure and (iii) it -is disclosed for the extent and purposes or the order only. - - -22- - - -Strategic Alliance [*] Lines Contract No. HT041101 -Teleco Network Expansion - - 6. All Confidential Information shall remain the property of the -disclosing party, and upon the written request of either party, the other party -shall promptly return to the disclosing party all Confidential Information -disclosed to it and all copies thereof or at the disclosing party's option shall -destroy all such Confidential Information and shall provide the receiving party -with a certificate that all Confidential Information has been destroyed. - - 7. Company and BUYER recognize and agree that nothing contained in this -Agreement shall be construed as granting any rights, by license or otherwise to -any Confidential Information disclosed pursuant to this Agreement. - - 8. This agreement shall be binding upon and inure to the benefit of the -party's successors and assigns. This Agreement shall not be assignable by either -party for the written consent of the other party, and any purported assignment -not permitted hereunder shall be void. This document constitutes the entire -agreement between the parties with respect to the subject matter hereof, and -shall supersede all previous, understandings and agreements, either oral or -written, between the parties or any official or representative thereof. - - 9. The obligations undertaken by each party pursuant to this Agreement -shall remain in effect for three years from the last date of disclosure of -Confidential Information, and shall survive any termination or expiration -hereof. - - 10. None of the Confidential Information disclosed by the parties -constitutes any representation, warranty, assurance, guarantee or inducement by -either party to the either with respect to the infringement of trademarks, -patents, copyrights; any right of privacy; or any rights of third persons. - - 11. The parties hereto are independent contractors. - - 12. This Agreement may be modified only by written amendment signed by both -parties. This Agreement shall be construed in accordance with the laws of the -State of California without regard to the conflict of laws provisions and shall -be subject to the jurisdiction of the courts of the State of California. - - 13. The receiving party may make copies of Confidential Information only to -the extent necessary for the purpose of this Agreement provided that the copies -are marked "Confidential" and treated as Confidential Information in accordance -with the terms of this Agreement. - - 14. Accordingly, nothing in this Agreement will be construed as a -representation or inference prohibiting either party from developing products, -having products developed for it, from entering into joint ventures, alliances, -or licensing arrangements that all without violation of this Agreement, compete -with the products or systems embodying the Confidential Information. - - -23- diff --git a/contract-nli/contract nli in txt/1031896_0000950147-01-501725_ex10-8.txt b/contract-nli/contract nli in txt/1031896_0000950147-01-501725_ex10-8.txt deleted file mode 100644 index ee4270884e54f15b7c8d8d3b1741818096e28f9c..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1031896_0000950147-01-501725_ex10-8.txt +++ /dev/null @@ -1,55 +0,0 @@ -Exhibit 10.8 - - NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT - -This agreement is made between the parties, effective as of the signatory dates -below, for the purpose of assisting each other in certain Merchant and -Investment Banking transactions for the "Company's" project or business and -assisting each other in providing other services as may occur from time to time. - -Both parties agree to maintain complete confidentiality concerning the business -affairs of the other and all proprietary information which each may receive from -the other. Both parties agree to assume that any information which is divulged -to the other is proprietary information and each agrees not to divulge or -disseminate any such proprietary information to third parties without the -written consent of the other. Neither party may use information divulged to the -other in any independent trade or business enterprise or financing transaction. - -Both parties agree not to circumvent each other in dealing with the contacts of -the other. Each party agrees to negotiate directly and solely with and through -the other to any new potential financing, joint ventures, mergers, acquisition -or other opportunities, which one makes known to the other, and each shall -specify the particular capital sources and/or project. - -Both parties agree not to contact the clients of the other for any reason -without written consent of the other and will take all the necessary precautions -to insure that the parties' clients will not communicate directly without -written consent. - -All notices of discharge, termination or discontinuance of service, by the other -party, must be submitted in written form and sent by certified mail or verified -e-mail to the address of record of the notified party. - -IN WITNESS WHEREOF, the parties have executed this agreement, which is effective -as of the date of execution. - - -AMERICAN SOIL TECHNOLOGIES INC. AGRIBLEND DIVISION - - -Officer: /s/ S. F. Lee - --------------------------- - -Date: 7/25/01 - ------------------------------ - -The undersigned has received a copy of this Agreement this 25th day of July, -2001 and agrees to the terms set forth herein. - - -Company Name: BioPlusNutrients - ---------------------- -OFFICER: /s/ JOHN H. KUNZ - ---------------------------- -Date: 7/25/01 - ------------------------------- \ No newline at end of file diff --git a/contract-nli/contract nli in txt/103884_0001193125-12-338104_d390544dex99d3.txt b/contract-nli/contract nli in txt/103884_0001193125-12-338104_d390544dex99d3.txt deleted file mode 100644 index 52f2439324aeaa47c9556f8f03016ee8ba321a56..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/103884_0001193125-12-338104_d390544dex99d3.txt +++ /dev/null @@ -1,183 +0,0 @@ - -EX-99.(d)(3) - - -Exhibit (d)(3) -  - - CONFIDENTIALITY AGREEMENT -This Confidentiality Agreement (“Agreement”) is made and entered into as of April 9, 2012 -(“Effective Date”), by and between American Blue Ribbon Holdings, LLC, a Delaware limited liability company, with a principal place of business located at 400 West 48th Avenue, Denver, Colorado 80216 (“ABRH”), and J. Alexander’s Corporation, a Tennessee corporation, with -a principal place of business located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203 (“Company”). -RECITALS -WHEREAS, ABRH and its parent company, Fidelity Newport Holdings, LLC (“FNH”), and the Company are interested in pursuing a -potential business transaction (“Potential Transaction”) which would benefit ABRH, FNH, and the Company; WHEREAS, -certain ABRH confidential information must be disclosed from time to time to the Company in order to pursue such opportunity; and WHEREAS, ABRH is willing, but only on the terms and conditions set forth below, to disclose its confidential information to the Company. -NOW THEREFORE, in consideration of the foregoing and the following promises and covenants and other good and valuable consideration, the -receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows: -AGREEMENT -1.         Confidential Information. “Confidential Information,” as used herein, -means all information provided by ABRH to the Company and its Representatives (as defined below) in connection with the Potential Transaction, including the existence of this Agreement and the discussions or negotiations regarding the above -transaction, and the whole or any portion or phase of any scientific or technical information, invention, innovation, design, process, procedure, specification, formula, improvement, business or financial information, equipment, listing of names, -addresses, or telephone numbers, or other information relating to ABRH’s business or profession which is secret and of value, regardless of form, including but not limited to (a) pricing; (b) balance statements, profit and loss -statements, store operating cash flow statements, business/financial models and projections, forecasts, loan documents/financing terms, and other financial documents; (c) research, development, algorithms, data, studies, and know-how; -(d) strategies, operations, methods, planning, products, recipes, and menus; (e) product compounds, types, shapes, devices, parts, and materials; (f) product development techniques or technologies, methods of synthesis, modeling and -coding information, and packaging procedures; (g) shelf life goals, plant equipment/machinery, design and capacities, manufacturing processes, product volume, and distribution and logistical strategies and practices, including but not limited -to freight charges, communications, deliveries, and transportation processes and arrangements; (h) markets, sales and cost data and sales and marketing techniques, technologies, processes, -  400 West 48th Avenue Denver CO 80216 303.296.2121 - - - - -   - -procedures, artwork/creative, materials, videos, and productions; (i) product development, design information, and product ingredient usage and techniques; (j) franchise objectives, -arrangements, structures, agreements, relationships, fees, royalties, contributions, marketing techniques, processes and procedures, and cooperative obligations; (k) leases and subleases and the terms of any agreement and the discussions, -negotiations, and proposals related to that agreement or lease or sublease, including the parties’ identities; (l) software and hardware configuration, information, and capacities; (m) correspondences, summaries, abstracts, surveys, -plans, drawings, insurance policies, and intellectual properties, including but not limited to trademarks, patents, and copyrights; (n) pending claims, disputes, and party resolutions; (o) employee background information and personal -identification, employment histories, resumes, and payroll information; (p) employee benefit plans, training materials, policies, and procedures; (q) all analyses or other documents prepared by ABRH, FNH, the Company, or any of their -affiliated entities, members/shareholders/partners, investors, managers, directors, officers, employees, advisors, attorneys, accountants, consultants, subcontractors, representatives, or affiliates, which contain or otherwise reflect information -not to be disclosed herein, or has been marked as “Confidential”; and (r) the proprietary or confidential information of any third party who may disclose such information to a party in the course of such party’s business. - 2.         Term. Unless otherwise provided herein, all obligations under this -Agreement shall terminate and cease to have any force or effect on the earlier of: (i) two years from the date hereof, or (ii) the date of any consummation of the Potential Transaction. -3.         Non-disclosure of Confidential Information. The Company expressly agrees that -it will keep ABRH’s Confidential Information confidential and that neither the Company nor any of its affiliates nor any of its or their directors, officers, employees, operating partners, consultants, or advisors (including without limitation, -attorneys and accountants) (collectively, but only to the extent that such persons actually receive Confidential Information, “Representatives”) will use, for its own benefit (other than in connection with the Potential Transaction), or -communicate or disclose (orally, in writing, or in any other manner) to any other person or entity any Confidential Information, or that the Company or any of its Representatives have received or otherwise been provided access to Confidential -Information by any other party. The Company further agrees that it and its Representatives will not in any way cause or encourage another person to disclose ABRH’s Confidential Information to any person or entity or judicial or administrative -agency or body for any reason whatsoever unless required to do so pursuant to legal process. The Company will only use ABRH’s Confidential Information for the transaction contemplated above and will only disclose ABRH’s Confidential -Information to its Representatives who need to know such information and who are informed of the terms of this Agreement and are directed to keep such Confidential Information confidential. The Company will be responsible for any breach of the terms -of this Agreement by its Representatives. The Company will not, without ABRH’s written consent, disclose or issue any news release, announcement, denial, or confirmation of this Agreement or any actual or potential business negotiation or -relationship between the parties. The Company and its Representatives receiving Confidential Information from ABRH will protect ABRH’s Confidential Information from both unauthorized use and disclosure by exercising at least the same degree of -care that is used for similar information of its own, but no less than reasonable care. -  400 West 48th -Avenue Denver CO 80216 303.296.2121 - - - - -   -(a)         -Exclusions.    The term, “Confidential Information”, does not include, and the Company has no obligation to protect information which is (i) known to or acquired by the Company before disclosure under this -Agreement; (ii) independently developed by the Company without relying on ABRH’s Confidential Information; (iii) or becomes part of the public domain (other than as a result of disclosure by the Company or its Representatives in -violation of this Agreement) or lawfully obtained from a third party who is not, to the Company’s knowledge, under an obligation of confidentiality to ABRH with respect to such information; (iv) free of confidentiality restrictions by -written agreement of ABRH; or (v) required to be disclosed by any law, government regulation, or judicial or other governmental order, provided that, if legally permissible, the Company provides reasonable advance written notice to ABRH to -afford ABRH the opportunity to seek a protective order or waive compliance with the provisions of this Agreement. If the Company becomes legally obligated or receives a subpoena or other legal demand issued by a court of competent jurisdiction or -governmental body to disclose any Confidential Information, it shall cooperate with ABRH in seeking a protective order or other appropriate remedy, and shall use reasonable efforts to protect the confidential and proprietary status of any disclosed -Confidential Information. ABRH will reimburse the Company and its Representatives for reasonable out-of-pocket expenses incurred in connection with its compliance with the immediately preceding sentence. -4.         Nature of Relationship. ABRH has no obligation to disclose any Confidential -Information that it owns or possesses to the Company or its Representatives under this Agreement. Neither party has any obligation to enter into any transaction with the other. Furthermore, ABRH warrants that it has the right to disclose its own -Confidential Information, but does not otherwise make any representation as to their accuracy or completeness. All Confidential Information of ABRH will remain the sole and exclusive property of ABRH. This Agreement grants no rights of ownership, -licenses, or any other intellectual property right. Moreover, this Agreement does not create any agency, partnership, joint venture, or any other such relationship. 5.         Return of Materials. Confidential Information may be reproduced by the Company and Company Representatives solely for the purpose of evaluating -the Potential Transaction. Upon request of ABRH for any reason, the Company shall promptly return to ABRH, or at Company’s option, destroy (except originals, equipment, and devices delivered by ABRH to the Company, which shall be returned to -ABRH), all equipment, documents, devices of any kind, or other material of any kind, in any form, containing any Confidential Information, together with all copies, summaries, abstracts, excerpts, extracts, replicas, reproductions, and samples of -any of the foregoing, and certify the destruction of any copy or partial copy made. Notwithstanding the foregoing, the Company may retain such copies of the Confidential Information that reside on the Company’s back-up storage or archiving -system, solely for document retention purposes and not for any other use, and for compliance purposes as required by law or to evidence compliance of Company’s obligations under this Agreement. -6.         Disclosure and Solicitation of Employees. The Company and its Representatives -will make no contact, written or verbal, with any of ABRH’s management, staff, or employees not directly involved with the transaction contemplated above for purposes of evaluating the -  400 West 48th -Avenue Denver CO 80216 303.296.2121 - - - - -   - -Potential Transaction unless with ABRH’s written permission. Further, during the term of eighteen (18) months beginning on the date hereof, the Company shall not knowingly solicit or -recruit management or executive level employees of ABRH who became known to the Company through work on the above transaction or purpose contemplated above, without the prior written consent of ABRH. Regardless of the above, this provision shall not -restrict the right of the Company to solicit or recruit such employees as a result of any substantial asset purchase or sale or merger or through the general use of the media, and the Company shall not be prohibited from hiring such employees who -answer any general advertisement or otherwise voluntarily apply for hire without having been personally solicited or recruited by the Company. 7.         Irreparable Injury; Injunctive Relief. The Company acknowledges that any unauthorized or wrongful disclosure or use of Confidential Information by -the Company, including the Company’s Representatives, or any other breach by the Company, may result in irreparable injury to ABRH that is not adequately compensable in monetary damages. Accordingly, the Company acknowledges that in the event -of a breach of this Agreement, ABRH shall be entitled to seek injunctive relief in any court of competent jurisdiction without the need to post any bond and in addition to any other remedy available at law or in equity. The Company will not raise -the defense of an adequate remedy at law in the event that ABRH seeks injunctive relief in the event of a breach of this Agreement by the Company. 8.         Miscellaneous. (a)         Assignment. This Agreement may not be delegated or otherwise assigned in whole or in part by the Company without the prior written consent of -ABRH. This Agreement is binding on and enforceable by each party’s permitted successors and assignees. Any assignment or delegation in violation of this paragraph is null and void. -(b)         Governing Law. This Agreement shall be governed by the laws of -the State of Colorado without regard to its conflict of laws principles. The parties irrevocably consent to the jurisdiction of the courts of the State of Colorado and of any federal court located within the State of Colorado for all purposes in -connection with any action or proceeding that is brought by ABRH that arises out of this Agreement. -(c)         Modification and Waiver. This Agreement constitutes the entire -agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions, and correspondences, whether written or oral. No modification to this Agreement shall be effective unless in writing and -signed by a duly authorized representative of each party. No waiver of any provision of this Agreement shall be effective unless signed by the waiving party. (d)         Severability and Integration. Inapplicability, illegality, or unenforceability of any provision of this Agreement shall not limit or impair the -operation or validity of any other provision that can be given effect without the invalid provision. -(e)         Counterparts. This Agreement may be executed in one or more -counterparts, all of which together shall constitute one and the same instrument, and may -  400 West 48th -Avenue Denver CO 80216 303.296.2121 - - - - -   - -be executed and transmitted by facsimile or electronic means (e.g., email with attachment in portable document format), and such facsimile or electronic signatures, when delivered, shall be -deemed as effective as original signatures. (f)         -Authority. The undersigned warrants that he/she is fully authorized to represent and execute this Agreement on behalf of his/her respective party. -  400 West 48th -Avenue Denver CO 80216 303.296.2121 - - - - -   -   IN WITNESS WHEREOF, the parties, intending to be legally bound, have -caused this Agreement to be executed by their duly authorized representatives as of the date first above-written.   - - - - - - - - - - - - - -   -American Blue Ribbon Holdings, LLC -  - -  - -  -J. Alexander’s Corporation - - - - - - - -by: -   - /s/ Hazem Ouf -  - -  -by: -  - /s/ Lonnie J. Stout, III - - -   -Hazem Ouf -  - -  - -  -Lonnie J. Stout, III - -Title: -   -Chief Executive Officer -  - -  -Title: -  - Chairman, President and -Chief Executive Officer - -  400 West 48th -Avenue Denver CO 80216 303.296.2121 diff --git a/contract-nli/contract nli in txt/1039399_0000891618-02-001883_f80848orex10-19.txt b/contract-nli/contract nli in txt/1039399_0000891618-02-001883_f80848orex10-19.txt deleted file mode 100644 index 2f535ce2369b87dce2127a021df53500b3df739e..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1039399_0000891618-02-001883_f80848orex10-19.txt +++ /dev/null @@ -1,227 +0,0 @@ - - EXHIBIT H - - NON-DISCLOSURE AGREEMENT - -FFI Contact Name: ____________________ FFI Contact Phone:___________________ - - - FORMFACTOR, INC. - NON-DISCLOSURE AGREEMENT - - (COMPANY) - -This Non-Disclosure Agreement ("Agreement") dated as of ________________________ -("Effective Date"), is by and between FormFactor, Inc. ("FormFactor"), a -Delaware corporation, having an office at 5666 La Ribera Street, Livermore, CA -94550, and - - Name: , ____________________________________________________________ -having an office at - - Street Address:____________________________________________________, - - City, State, Zip Code:____________________________________________, on -its own behalf and on behalf of its parents, subsidiaries and affiliated -companies (collectively "Recipient"). - - FormFactor desires to disclose, and Recipient desires to receive for its -own internal evaluation, information relating to certain of FormFactor's -technologies and business strategies, which information is deemed to be -confidential, secret and/or proprietary to FormFactor, for the sole purpose of -assisting in the determination of their mutual interest in a business -relationship ("Purpose"). Accordingly, FormFactor and Recipient agree as -follows: - - - - -1. CONFIDENTIAL INFORMATION. - - 1.1 "Confidential Information" shall mean: - - (a) All information disclosed by FormFactor to Recipient whether such - information is disclosed in written, graphic, electronic, oral or sample - form; and - - (b) All component specifications, component and contact structures, - equipment designs, electronic configurations, manufacturing processes and - methodologies, including any information which can be obtained by - examination, testing, repair, reverse engineering and analysis of any - hardware, or component part thereof comprising, relating to, or a part of a - product manufactured or assembled with FormFactor's technology, - notwithstanding the fact that the requirements for marking and designation - referred to in Paragraph 2.1 have not been fulfilled. - - 1.2 Confidential Information shall not include information that Recipient -can demonstrate, through extant, contemporaneously prepared, written records: - - (a) Is or becomes part of the public domain through no fault or breach - on the part of Recipient, any of its subsidiaries, affiliates or persons to - whom Confidential Information is disclosed as permitted by this Agreement; - or - - (b) Is known to Recipient or any of its subsidiaries or affiliates prior - to the disclosure by FormFactor; or - - (c) Is subsequently rightfully obtained by Recipient or any of its - subsidiaries or affiliates from a third party who has the legal right to - disclose or transfer it to Recipient. - -2. DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION. - - 2.1 As to any information which FormFactor regards as "Confidential -Information", disclosures by FormFactor following the Effective Date are subject -to and in FormFactor's sole and absolute discretion and will be made as follows: - - (a) If such information is in writing, or in a drawing, or in some other - tangible form, such information at the time of such disclosure will be - clearly marked as "Confidential Information"; and - - (b) In the event that such information is orally disclosed, as may - happen during exchanges between the parties, FormFactor shall state that the - information disclosed is Confidential Information. - - 2.2 As to any information whether or not specifically designated by -FormFactor as "Confidential Information" (as hereinabove described), FormFactor -reserves all of its rights and remedies as may now or in the future be accorded -to FormFactor under the patent and copyright laws as may apply to the disclosure -or use of such information by Recipient. - - 2.3 Recipient shall use Confidential Information solely and exclusively for -the purpose of this Agreement. Recipient shall not use Confidential Information -for the benefit of any other party, or disclose, publish, disseminate or copy -Confidential Information or any part thereof, to any other person, corporation -or other organization without, in each case, obtaining the prior written consent -of FormFactor. Recipient shall restrict any and all circulation of Confidential -Information to a limited number of its employees on a "need to know basis" for -the exclusive purpose of reviewing the Confidential Information for the Purpose -of this Agreement. Recipient acknowledges that all information is provided "AS -IS" and without any warranty, whether express or implied, as to its accuracy or -completeness, non-infringement or use for particular purpose. - - 2.4 Recipient shall not reverse engineer, decompile or disassemble any of -the Confidential Information or any products or samples containing Confidential -Information; provided, however, Recipient may examine FormFactor's products or -samples for the sole purpose of internally evaluating them. Recipient may -examine FormFactor's products or samples for the sole purpose of internally -evaluating them. Recipient shall use its best efforts to safeguard against the -unauthorized use or disclosure of Confidential Information, and take security -precautions at least as great as the precautions it takes to protect its own -confidential and proprietary information and materials. - - 2.5 Notwithstanding anything to the contrary herein provided, Recipient -shall not: - - (a) Deliver or leave any samples; parts or products containing - Confidential Information to or with third party; - - (b) Disclose to any third party the manufacturing or assembly process - used by FormFactor, or the structure of FormFactor's electronic interconnect - technology products; and/or - - (c) Disclose to any third party any evaluation and testing date or - results, unless FormFactor gives prior written approval of such disclosure. - - 2.6 Neither execution of this Agreement nor the furnishing of any -Confidential Information to Recipient shall be construed as granting to -Recipient, either expressly or by implication, estoppel, or otherwise, any -license or right to (a) make use of any such Confidential Information, or (b) -any patents or other intellectual property of FormFactor, other than for the -purpose. Recipient agrees that neither it nor any of its subsidiaries, -affiliates or representatives will use Confidential Information for outer than -the purpose without the specific and written express consent of FormFactor prior -to such use. Furthermore, Recipient agrees that Confidential Information is the -sole property of FormFactor and that Recipient has no proprietary interest in -such information whatsoever. - - 2.7 Within ten (10) business days of receipt of FormFactor's written -request, Recipient will return to - - - - -FormFactor all information and materials, including but not limited to -documents, drawings, programs, lists, models, records, compilations, notes, -extracts, summaries, and any samples or parts containing Confidential -Information, and all copies thereof containing Confidential Information, -regardless of whether prepared by FormFactor or Recipient or any of its -subsidiaries, affiliates or representatives. Fur purposes of this Paragraph 2.7, -the term "documents" includes all information fixed in any tangible medium or -expression, in whatever furor or format whether known or hereafter created. - - 2.8 Recipient hereby acknowledges and agrees that unauthorized use or -disclosure of Confidential Information Would cause serious and irreparable harm -and significant injury to FormFactor that may be difficult or impossible to -ascertain. Accordingly, Recipient agrees that FormFactor will have, in addition -to all outer remedies at law or in equity, the right to seek and obtain -immediate injunctive relief for the actual or threatened unauthorized use or -disclosure of Confidential Information. Recipient shall notify FormFactor -immediately upon the discovery of any unauthorized disclosure or use of -Confidential Information, or any other breach of this Agreement by Recipient. -Recipient will cooperate with FormFactor in every reasonable way to help -FormFactor regain possession of the Confidential Information and prevent further -unauthorized use. - -3. EXPORT RESTRICTIONS. Recipient agrees that it will not in any form export, -reexport, resell, ship or divert or cause to be exported, reexported, resold, -stripped or diverted, directly or indirectly, any product or technical data to -any country for which the United States Government or any agency thereof at the -time of export or reexport requires an export license or other government -approval without first obtaining such approval. - -4. TERMS. This Agreement shall be effective as of the Effective Date and may be -terminated by FormFactor with respect to further disclosures upon thirty (30) -days written notice. All obligations of confidentiality and restrictions on the -use of Confidential Information created under and by this Agreement shall remain -in force and effect for five (5) years from the date any Confidential -Information is or was disclosed by FormFactor Recipient or, in the event that -FormFactor and the Recipient enter into a business relationship following the -date of this Agreement, five (5) years following the date such business -relationship terminates, whichever is later. All other terms and conditions of -this Agreement shall survive the termination of this Agreement. - -5. NO OBLIGATIONS. This Agreement and any action taken pursuant to the terms and -conditions hereof shall not obligate either party to enter into any other -business relationship. The terms and conditions of any such relationship shall -be subject to separate negotiation and agreement of the parties. - -6. MISCELLANEOUS. - - 6.1 This Agreement is the entire agreement between FormFactor and Recipient -with respect to the subject matter contained herein and supersedes any prior or -contemporaneously oral or written agreements concerning this subject matter. -This Agreement may not be amended except by written agreement signed by -authorized representatives of both parties. No waiver of any provision of this -Agreement shall constitute a waiver of any other provision(s) or of the same -provision on another occasion. If any provision of this Agreement shall be held -by a court of competent jurisdiction to be illegal, invalid or unenforceable, -the remaining provisions shall remain in full force and effect. - - 6.2 This Agreement may not be assigned or transferred by Recipient without -FormFactor's prior written consent. - - 6.3 This Agreement will be governed and construed in accordance with the -laws of the State of California, without regard to its conflict of laws -principles. The parties hereby agree to submit themselves to the jurisdiction of -the federal and state courts within Santa Clara County, California. - - - IN WITNESS THEREOF, FormFactor and Recipient have executed this Agreement as -of the Effective Date. - -"FORMFACTOR": "RECIPIENT": - -FormFactor, Inc. Name: ____________________________ - (Individual or Company, - as applicable) -By: _______________________________ - (Signature) By: ____________________________ - (Signature) -Name: _______________________________ - (Printed Name) Name: ____________________________ - (Printed Name) -Title: _______________________________ - (Authorized Officer) Title: ____________________________ - (Authorized Officer) - diff --git a/contract-nli/contract nli in txt/1041550_0001104659-19-001346_a18-42231_6ex10d8.txt b/contract-nli/contract nli in txt/1041550_0001104659-19-001346_a18-42231_6ex10d8.txt deleted file mode 100644 index 3ed888b539c2ffafd2dd1d7058c887f075d11794..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1041550_0001104659-19-001346_a18-42231_6ex10d8.txt +++ /dev/null @@ -1,442 +0,0 @@ - - - - - -Exhibit 10.8 -  -NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT -  -THIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. (“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and Billy C. Duvall (“Employee”).  “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage.  “Financial Institution” shall mean the Bank and/or Heritage.  First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the “parties” or individually as a “party.” -  -WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the “Merger Agreement”), HopFed shall be merged with and into First Financial (the “Merger”) effective as of the date and time provided in the Merger Agreement (the “Effective Time”); and -  -WHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and -  -WHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee as an at-will employee to provide services for and on behalf of the Bank immediately upon the Effective Time; -  -WHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization; -  -WHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and -  -WHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense. -  -NOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: -  -1 - - - - - -  -1.                                      Consideration/At-Will Employment. -  -a.                                      This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee’s existing employment status. -  -b.                                      In consideration of Employee’s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee’s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee’s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice.  Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee’s employee-at-will status. -  -2.                                      Duties.  Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization. -  -3.                                      Definitions of Key Terms. -  -a.                                      “Banking and Financial Services” shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services. -  -b.                                      “Confidential Information” shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales -  -2 - - - - - -  -information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization.  Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization’s Confidential Information; (iii) is independently developed after the Employee’s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee’s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency. -  -c.                                       “Customers” or “Customer” shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee’s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information. -  -d.                                      “Employees,” “Agents,” and “Independent Contractors” shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee’s termination of employment with either Financial Institution. -  -e.                                       “Person” shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof. -  -f.                                        “Potential Customer” shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee’s termination of employment with either Financial Institution. -  -3 - - - - - -  -g.                                       “Solicit”, “Solicited” or “Solicitation” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee’s behalf. -  -4.                                      Non-Disclosure of Confidential Information.  During the course of Employee’s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization. -  -Employee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization. -  -Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee’s employment with either Financial Institution (except in the course of performing the Employee’s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization’s Confidential Information. -  -Employee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee’s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a -  -4 - - - - - -  -Financial Institution’s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant. -  -5.                                      Non-Solicitation of Customers and Potential Customers.  Employee acknowledges and agrees that by virtue of Employee’s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization.  Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: -  -a.                                      Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or -  -b.                                      advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or -  -c.                                       directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer. -  -This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: -  -a.                                      supervising those who provide Banking and Financial Services to Customers or Potential Customers; -  -b.                                      engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee’s role to the Customer or Potential Customer; -  -5 - - - - - -  -c.                                       performing or supervising those that perform data processing, accounting, rate review, document review or similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer. -  -6.                                      Non-Solicitation of Employees and Others.  In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: -  -c.                                       Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or -  -d.                                      Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or -  -e.                                       Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization. -  -7.                                      Tolling of Covenants.  Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6. -  -8.                                      Severability/Blue Pencil.  Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience.  If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected.  Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be -  -6 - - - - - -  -reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law. -  -9.                                      Available Relief.  Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein.  Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection. -  -10.                               Enforcement/Attorneys’ Fees.  In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith.  If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists. -  -11.                               Assignments; Successors and Assigns.  The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void.  The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction.  The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization. -  -12.                               Governing Law.  This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law. -  -13.                               Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank’s President and Chief Executive Officer and Employee.  No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy.  Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer.  A waiver shall operate only as to the specific term or condition -  -7 - - - - - -  -waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. -  -14.                               “No-Defense” Provision.  The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. -  -15.                               Jurisdiction and Venue.  The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division.  In this regard, the parties hereby:  (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. -  -16.                               Construction.  This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared.  The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. -  -17.                               Review and Consultation.  Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement. -  -18.                               Section Headings.  Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement. -  -19.                               Reasonableness.  Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee’s ability to make a living. -  -20.                               Counterparts.  This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement. -  -8 - - - - - -  -21.                               Miscellaneous.  Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement. -  -22.                               Representations.  Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person.  Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution.  Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial Institution. -  -23.                               Return of Property.  Upon termination of Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee’s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof.  At the Bank’s or Heritage’s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant. -  -24.                               Survival.  Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee’s employment with a Financial Institution regardless of the reason for termination.  If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage. -  -[Signature Page to Follow] -  -9 - - - - - -  -IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below. -  - - - -FIRST FINANCIAL CORPORATION - -  - -  - - -  - -  - -  - - -By: - -/s/ Norman L. Lowery - -  - -Date: - -January 7, 2019 - - -Printed Name: - -Norman L. Lowery - -  - -  - - -Title: - -President & CEO - -  - -  - - -  - -  - -  - - -FIRST FINANCIAL BANK, N.A. - -  - -  - - -  - -  - -  - - -By: - -/s/ Norman L. Lowery - -  - -Date: - -January 7, 2019 - - -Printed Name: - -Norman L. Lowery - -  - -  - - -Title: - -President & CEO - -  - -  - - -  - -  - -  - - -HOPFED BANCORP, INC. - -  - -  - - -  - -  - -  - - -By: - -/s/ John E. Peck - -  - -Date: - -January 7, 2019 - - -Printed Name: - -John E. Peck - -  - -  - - -Title: - -President/CEO - -  - -  - - -  - -  - -  - - -HERITAGE BANK USA, INC. - -  - -  - - -  - -  - -  - - -By: - -/s/ John E. Peck - -  - -Date: - -January 7, 2019 - - -Printed Name: - -John E. Peck - -  - -  - - -Title: - -President/CEO - -  - -  - - -  - -  - -  - - -EMPLOYEE - -  - -  - - -  - -  - -  - - -Printed Name: - -Billy C. Duvall - -  - -Date: - -January 7, 2019 - - -Signature: - -/s/ Billy C. Duvall - -  - -  - - - - - - - - - -  -10 - - - - diff --git a/contract-nli/contract nli in txt/1041550_0001193125-19-004977_d663808dex106.txt b/contract-nli/contract nli in txt/1041550_0001193125-19-004977_d663808dex106.txt deleted file mode 100644 index a1ffe4865a5d22892dd9d88e4e5e5e9665896c75..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1041550_0001193125-19-004977_d663808dex106.txt +++ /dev/null @@ -1,504 +0,0 @@ - -EX-10.6 - - - -Exhibit 10.6 -NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT - THIS NON-DISCLOSURE AND NON-SOLICITATION -AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. -(“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and John E. -Peck (“Employee”). “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage. “Financial Institution” shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and -Employee may be collectively referenced as the “parties” or individually as a “party.” WHEREAS, pursuant to that -certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the “Merger Agreement”), HopFed shall be merged with and into First Financial (the “Merger”) effective as -of the date and time provided in the Merger Agreement (the “Effective Time”); and WHEREAS, Heritage will be merged into -the Bank at the Effective Time or shortly thereafter; and WHEREAS, Employee is currently an employee of Heritage and the Bank intends to -offer employment to the Employee to provide services for and on behalf of the Bank immediately upon the Effective Time; WHEREAS, as a -result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential -Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any -competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization; -WHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used -to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and WHEREAS, each Banking -Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense. -  1 - - - - -NOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the -mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: -1.    Consideration/Employment.   - - -  -a. - This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, -nor does it alter Employee’s existing employment status.   - - -  -b. - In consideration of Employee’s promises, covenants and agreements set forth in this Agreement, (i) as -of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee’s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or -maintain Employee’s employment pursuant to that certain Employment Agreement dated January 7, 2019, and effective as of the Effective Time, with the compensation and benefits commensurate therewith. -2.    Duties. Employee shall devote his/her full working time and attention to the performance of those services -for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization. -3.    Definitions of Key Terms.   - - -  -a. - “Banking and Financial Services” shall mean those banking and related financial services of a Banking -Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, -college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial -services substantially similar to such banking and related financial services.   - - -  -b. - “Confidential Information” shall mean any and all materials, records, data, documents, lists, -writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade -secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other -non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business -strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, -marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders , customer lists, inventions, and processes, systems, methods, documentation or - -  2 - - - - - - -  - -devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes -readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent -employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization’s Confidential Information; (iii) is independently developed after the Employee’s -termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee’s personal experience, knowledge, enterprise and expertise in the delivery of Banking and -Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency. -   - - -  -c. - “Customers” or “Customer” shall mean any Person to whom a Banking Organization rendered or -provided Banking and Financial Services at any time during the one-year period prior to Employee’s termination of employment with a Financial Institution: (i) with whom Employee had any material -contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who -have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.   - - -  -d. - “Employees,” “Agents,” and “Independent Contractors” shall mean any and all -persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee’s termination of -employment with either Financial Institution.   - - -  -e. - “Person” shall mean any individual, partnership, corporation, organization, bank, credit union, firm, -association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.   - - -  -f. - “Potential Customer” shall mean any Person that Employee directly solicited, targeted or specifically -identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, -during the one (1) year period prior to Employee’s termination of employment with either Financial Institution.   - - -  -g. - “Solicit”, “Solicited” or “Solicitation” means any direct or indirect -communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, -however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee’s behalf. -  3 - - - - -4.    Non-Disclosure of -Confidential Information. During the course of Employee’s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. -If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking -Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could -be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization. Employee shall not, directly or -indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, -except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee. Nothing in -this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any -investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization. Employee -specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent -economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of -such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee’s employment with either Financial Institution (except in the course of -performing the Employee’s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization’s Confidential Information. -Employee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including -all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee’s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a -Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial -Institution’s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant. -5.    Non-Solicitation of Customers and Potential Customers. Employee -acknowledges and agrees that by virtue of Employee’s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity -with the business operations and affairs of a Banking Organization. Employee -  4 - - - - - -further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, -such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial -Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial -Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, -corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: -   - - -  -a. - Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services -to or from any Customer or Potential Customer; or   - - -  -b. - advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to -terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or -  - - -  -c. - directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any -Customer or Potential Customer. This Agreement is not intended to prevent Employee from accepting employment with an -organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may -place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include: -  - - -  -a. - supervising those who provide Banking and Financial Services to Customers or Potential Customers; -   - - -  -b. - engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential -Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of -Employee’s role to the Customer or Potential Customer;   - - -  -c. - performing or supervising those that perform data processing, accounting, rate review, document review or -similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer. -6.    Non-Solicitation of Employees and Others. In consideration of the -covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a -  5 - - - - - -Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless -of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or -serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person:   - - -  -c. - Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her -employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or -  - - -  -d. - Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents -to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or   - - -  -e. - Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who -were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization. -7.    Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full -post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination -restriction will not begin until Employee is in full compliance with Section 5 and/or 6. -8.    Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the -restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or -unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, -provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties -acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify -or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law. -9.    Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer -irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by -Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited -  6 - - - - - -to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity -of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection. -10.    Enforcement/Attorneys’ Fees. In any action that is brought to enforce or interpret this Agreement, the -prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any -action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action -or proceeding the claim or defense that such a remedy at law exists. 11.    Assignments; Successors and -Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign -this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and -assigns of a Banking Organization. 12.    Governing Law. This Agreement shall be interpreted under, subject to -and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law. -13.    Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties -relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the -Bank’s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization -under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further -exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the -specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived. -14.    “No-Defense” Provision. The covenants set forth in this -Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The -existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the -enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement. -  7 - - - - -15.    Jurisdiction and Venue. The parties agree that all suits, -actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the -Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and -(c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts. -16.    Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed -to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in -all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. -17.    Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its -entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of -this Agreement. 18.    Section Headings. Section headings are inserted into this Agreement for convenience -only and shall not affect any construction or interpretation of this Agreement. 19.    Reasonableness. -Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, -restrictions and obligations will not affect Employee’s ability to make a living. 20.    Counterparts. -This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or -other electronic means are acceptable the same as original signatures for the execution of the Agreement. -21.    Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or -status, with a Financial Institution will not affect the validity or enforceability of this Agreement. -22.    Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her -prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and -responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust -prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be -considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial -Institution. -  8 - - - - -23.    Return of Property. Upon termination of -Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, -Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with -the Employee’s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank’s or Heritage’s request, Employee shall provide written verification under the penalties for perjury of -his/her compliance with this covenant. 24.    Survival. Except as set forth below, the covenants in -Sections 4, 5, 6 and 23 shall survive the termination of Employee’s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, -5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage. -[Signature Page to Follow] -  9 - - - - -IN WITNESS WHEREOF, the parties have executed this Agreement as of -the date indicated below.   - - - - - - - - - - -FIRST FINANCIAL CORPORATION -   - -   - - - - - - - -By: -   - /s/ Norman L. Lowery -   - -   -Date: January 7, 2019 - -Printed Name: -   - Norman L. Lowery -   - -   - - -Title: -   - President & CEO -   - -   - - - - - - -FIRST FINANCIAL BANK, N.A. -   - -   - - - - - - - -By: -   - /s/ Norman L. Lowery -   - -   -Date: January 7, 2019 - -Printed Name: -   - Norman L. Lowery -   - -   - - -Title: -   - President & CEO -   - -   - - - - - - -HOPFED BANCORP, INC. -   - -   - - - - - - - -By: -   - /s/ John E. Peck -   - -   -Date: January 7, 2019 - -Printed Name: -   - John E. Peck -   - -   - - -Title: -   - President/CEO -   - -   - - - - - - -HERITAGE BANK USA, INC. -   - -   - - - - - - - -By: -   - /s/ John E. Peck -   - -   -Date: January 7, 2019 - -Printed Name: -   - John E. Peck -   - -   - - -Title: -   - President/CEO -   - -   - - - - - - -EMPLOYEE -   - -   - - - - - - - -Printed Name: -   - John E. Peck -   - -   -Date: January 7, 2019 - -Signature: -   - /s/ John E. Peck -   - -   - - -  10 - diff --git a/contract-nli/contract nli in txt/1042282_0000893220-02-000791_e61414toexv99wxdywx1y.txt b/contract-nli/contract nli in txt/1042282_0000893220-02-000791_e61414toexv99wxdywx1y.txt deleted file mode 100644 index c59733d572e6cf2f37504564ee3713e03c808fb3..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1042282_0000893220-02-000791_e61414toexv99wxdywx1y.txt +++ /dev/null @@ -1,167 +0,0 @@ - - EXHIBIT (d)(1) - - -NOVELL MUTUAL NON-DISCLOSURE AGREEMENT - - - -Effective Date: January 30, 2002 -Company: Silver Stream Software -Address: 2 Federal Street -City: Billerica, -State/Zip: MA 01821 - -Novel Contact Person: -Name: Bill Smith -Phone: (617) 914-8312 Fax: (801) 365-6265 -Company Contact Person: -Name: CRAIG DYNES -Phone: (978) 262-3441 - - - -In order to protect certain Confidential Information which the parties desire to -disclose hereunder, Novell, Inc. ("Novell") and the "Company" identified above -agree to the following terms and conditions. The terms Discloser and Recipient -as used herein apply to both parties to this Agreement in their respective roles -as discloser of Confidential Information and recipient of Confidential -Information. - -1. Confidential Information. The "Confidential Information" of the respective -pathos disclosed under this Agreement is described as follows: - -Novell: Any information and materials disclosed in relation to a potential -business transaction between the parties. - -Company: Any information and materials disclosed in relation to a potential -business transaction between the parties. - -Confidential Information may be disclosed in oral/verbal or tangible form. -Discloser shall mark all Confidential Information disclosed in tangible form -with a restrictive legend. Designated below is each party's representative for -coordinating the exchange of Confidential Information. - - -2. Obligation of Confidentiality. For a period of three (3) years from the date -of disclosure, Recipient agrees to use the same care and discretion to avoid -disclosure, publication, or dissemination of Discloser's Confidential -Information as it uses with its own similar information that it does not wish to -disclose publish, or disseminate, but in no event shall Recipient use less than -reasonable care to protect Discloser's Confidential Information. Recipient may -disclose Confidential Information to its employees and information which may be -retained in non-tangible form by persons who have had access to the Confidential -Information, including without limitation general ideas, concepts, know-how -provided that prior agreement with such parties sufficient to require that party -to treat the Confidential Information in accordance with this Agreement. - -3. Exception. No obligation of confidentiality applies to a Confidential -Information that Recipient can show: (i) is or becomes, publicly available -without breach of this Agreement but only from such date as it becomes so -available; (ii) was rightfully in the possession of Recipient without obligation -confidentiality prior to receipt thereof from Discloser (iii) was rightfully -disclosed to Recipient by a third party with obligation of confidentiality; (iv) -is independently developed Recipient without use of the Confidential -Information; or (v) disclosed by Recipient with Discloser's prior written -consent. - -4. Recipient may use the Confidential Information solely for evaluation purposes -in connection with Recipient business discussions with Discloser. If software is -provided Recipient under this Agreement, Recipient agrees not to reverse compile -or disassemble the software to discover the human perceivable portions of the -code. - -5. Ownership: All Confidential Information remains the property of Disclosure -and/or its licensors. - -6. Freedom of Use. Notwithstanding anything to the contrary, Recipient shall be -free to use for any purposes the Residuals resulting from access to or work with -Discloser's Confidential Information. However, the foregoing does not give -Recipient the right to disclose (except as set forth in Section 3) the -financial, statistical, or personnel information or the business plans of -Discloser, and the foregoing shall not be deemed to grant to either party a -license under the other party's copyright or patents. The term "Residuals" means -information which may be retained in non-tangible form by person who have had -access to the Confidential Information, including without limitation general -ideas, concepts, know-how or techniques contained therein. Neither party shall -have any obligation to limit or restrict the assignment or reassignment of -personnel. - -Except as otherwise provided in this Agreement, the parties acknowledge that the -communications hereunder will not serve to impair the right of either party to -independently develop, make, use, procure or market products or services now or -in the future that may be similar to or competitive with those offered by -Discloser, nor require Recipient to disclose any planning or other information -to Discloser. This Section shall survive termination of this Agreement. - -7. Termination. This Agreement shall begin on the Effective Date above. Either -party may terminate this Agreement upon written notice to the other. Upon -termination of this Agreement, or earlier upon Discloser's request, Recipient -shall promptly return or destroy all documents and tangible items in its -possession which contain any part of the Confidential Information of Discloser. -In the event of termination of this Agreement, all obligations of -confidentiality shall survive and continue to bind Recipient in accordance with -their terms. - -8. Disclaimer. All Confidential Information is provided "AS IS", WITHOUT -WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent -or warrant the accuracy or completeness of the Confidential Information, that it -will release any product related to the Confidential Information, or that target -dates will be met. The entire risk arising out of the use of the Confidential -Information remains with Recipient. Discloser may change or cancel its plans at -any time. - -9. Limitation of Liability. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY -DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS -PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF -RECIPIENTS USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION. - -10. General. - -a. This Agreement shall be governed and construed in accordance with the laws - of Utah (without regard to conflicts of laws provisions). In any legal - proceeding arising out of this Agreement, the prevailing party shall be - entitled to an award of its costs and reasonable attorneys' fees. The - parties agree that Utah state and federal courts shall have jurisdiction - and venue in any such proceeding. - -b. Export Constraints. Recipient certifies that the Confidential Information - will only be used for the purposes expressly stated herein and will not be - rented, leased, sold, sublicensed, assigned, or otherwise transferred. - Recipient shall adhere to the U.S. Export Administration laws and - regulations and shall not export or re-export any technical data or - products received from Discloser or the direct product of such technical - data to any proscribed country listed in the U.S. Export Administration - regulations unless properly authorized by the U.S. government. - -c. Neither party may assign its rights or delegate its duties or obligations - under this Agreement without prior written consent, which shall not be - unreasonably withheld. The parties acknowledge that they have read this - Agreement, understand it, and agree to be bound by the terms and - conditions. - -Further, they agree that the complete and exclusive statement of the agreement -between the parties relating to this subject shall consist of this Agreement. -Any reproduction of this Agreement by reliable means will be considered an -original of this document. This Agreement is executed in English. - -COMPANY: SILVERSTRAM SOFTWARE, INC. - -SIGNATURE: /s/ Craig Dynes - -NAME: CRAIG DYNES - -TITLE: VP/CFO - -DATE: January 30, 2002 - - -NOVELL, INC. - -SIGNATURE: /s/ Bill Smith - -NAME: BILL SMITH - -TITLE: VP, MERGERS & ACQUISITIONS - -DATE: January 30, 2002 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1043003_0000950170-98-000097_document_12.txt b/contract-nli/contract nli in txt/1043003_0000950170-98-000097_document_12.txt deleted file mode 100644 index 273f11e8f6a632b04f6c4a161c62bcb5260d1331..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1043003_0000950170-98-000097_document_12.txt +++ /dev/null @@ -1,81 +0,0 @@ - - NON-DISCLOSURE REQUIREMENTS - -Pursuant to the Agreement to which this Exhibit B is annexed, Company may be -disclosing to Independent Contractor certain confidential business plans, -development plans, reports, financial information, design documents, -specifications, programmer notes, software (its own and/or third party), and/or -other information, whether or not so identified (together with any notes, -analyses, compilations, studies, or other documents that are based upon, -contain, or otherwise reflect such information, the "Confidential Information," -which shall include this Agreement). The parties agree as follows with respect -to treatment of the Confidential Information: - - 1. Independent Contractor shall use the Confidential Information solely -for the purpose of performing the Services specified in the applicable SOW and -not for any other purpose. Except to the extent permitted by Section 3 below, -Independent Contractor will not disclose the Confidential Information, in whole -or in part, to any other party. In fulfilling its obligations under this -Agreement, Independent Contractor shall use at least the same standard of care -it uses to protect its own information of similar kind, but not less than a -reasonable standard of care. - - 2. The term "Confidential Information" shall be deemed not to include -information which (i) is or becomes generally available to the public other than -(a) as a result of a disclosure by Independent Contractor or any other person -who directly or indirectly receives such information from the Independent -Contractor or (b) in violation of a confidentiality obligation to the Company -known to Independent Contractor or (ii) is or becomes available to Independent -Contractor on a non-confidential basis from a source which is entitled to -disclose it to Independent Contractor or (iii) is independently developed by -Independent Contractor without benefit of the Confidential Information. - - 3. In the event that Independent Contractor is required by law or by -interrogatories, requests for information or documents, subpoena, Civil -Investigative Demand, or similar process to disclose any information supplied to -Independent Contractor pursuant to the Agreement, including without limitation -the Confidential Information or any other information the disclosure of which is -restricted by the terms of this Exhibit B, Independent Contractor will provide -the Company with prompt prior written notice of such request or requirement so -that the Company may seek an appropriate protective order. If, in the absence of -a protective order, Independent Contractor is nonetheless, in the written -opinion of its counsel (which shall be forwarded to the Company upon request), -compelled to disclose Confidential Information or any other information the -disclosure of which is restricted by the terms of this Exhibit B to any tribunal -or else stand liable for contempt or suffer other material censure or penalty, -Independent Contractor may disclose only that portion of the Confidential -Information or other information which it is advised in writing by its counsel -(which shall be forwarded to the Company upon request) is so legally compelled -and Independent Contractor will exercise its best efforts to obtain assurance -that confidential treatment will be accorded such Confidential Information. - - 4. All Confidential Information disclosed by the Company to Independent -Contractor shall be and shall remain the Company's property. Upon termination of -the Agreement, Independent Contractor shall redeliver all tangible Confidential -Information furnished by the Company. Except to the extent Independent -Contractor is advised in writing by counsel that such action is prohibited by -law, Independent Contractor will also destroy all written material, memoranda, -notes, and other writings or recordings whatsoever prepared by it based upon, -containing, or otherwise reflecting any Confidential Information. Any -Confidential Information that is not returned or destroyed, including without -limitation any oral Confidential Information, shall remain subject to the -confidentiality obligations set forth in this Exhibit B. - - 5. Independent Contractor acknowledges and agrees that money damages would -not be a sufficient remedy for any breach of this Exhibit B by Independent -Contractor and that the Company shall be entitled to specific performance, -including without limitation injunctive relief, as a remedy for any such breach. -Such remedy shall not be deemed to be the exclusive remedy for breach of this -Exhibit B but shall be in addition to all other remedies available at law or -equity. Independent Contractor agrees to reimburse the Company for costs and -expenses (including without limitation attorneys' fees) incurred by the Company -in connection with the enforcement of this Exhibit B. - - 6. If any provision of this Exhibit B is not enforceable in whole or in -part, the remaining provisions of this Exhibit B shall not be affected thereby. -No failure or delay in exercising any right, power, or privilege hereunder shall -operate as a waiver thereof, nor shall any single or partial exercise thereof -preclude any other or further exercise thereof or the exercise of any other -right, power, or privilege hereunder. - - 4 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1043431_0000950133-00-000090_document_15.txt b/contract-nli/contract nli in txt/1043431_0000950133-00-000090_document_15.txt deleted file mode 100644 index 81bdd03c4813471f22fa5b9baeecfdfd2986c5b6..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1043431_0000950133-00-000090_document_15.txt +++ /dev/null @@ -1,156 +0,0 @@ - 1 - EXHIBIT (c)(4) - - - MUTUAL NON-DISCLOSURE AGREEMENT - - -This Agreement is entered into on October 14, 1999 between Best Software, Inc., -with its principal place of business at 11413 Issac Newton Square, Reston, VA -20190 and Sage Software, Inc., with its principal place of business at 56 -Technology Drive, Irvine, CA 92618. - - WHEREAS, the Parties are contemplating business and technical discussions -concerning a possible business combination. - - WHEREAS, the Parties may need or want to disclose certain Information to -each other on a confidential basis to further their discussions concerning such -business and technical developments; - - NOW, THEREFORE, in consideration of the disclosure of Information (as -defined herein) by either Party, the Parties agree as follows; - -1. Definitions: - - "Information" is defined as communications or data including, but not - limited to, business information, marketing plans, technical or financial - information, customer lists or proposals, sketches, models, samples, - computer programs and documentation, drawings, specifications, whether - conveyed in oral, written, graphic, or electromagnetic form or otherwise. - - "Party" is defined as either entity executing this Agreement and any - subsidiary, division, affiliate, or parent company of such entity. - -2. All Information related to the parties' business or technical discussions - described in the Preamble to this Agreement that is disclosed by one - Party ("Disclosing Party") to the other ("Receiving Party") shall be - protected by the Receiving Party. - -3. Information of the Disclosing Party shall remain the property of the - Disclosing Party. The Receiving Party agrees to protect the Information - of the Disclosing Party against unauthorized disclosure and warrants that - it applies reasonable safeguards against the unauthorized disclosure - Information. - -4. The Receiving Party agrees that: (i) the Information shall be used solely - for the purpose described in the preamble to this Agreement; (ii) it will - not use any Information disclosed hereunder for any other purpose; and - (iii) it will not distribute, disclosure or disseminate Information to - anyone except its employees and agents with a need to know and who, in - - - - 1 - 2 - - each case, have been informed of the confidential nature of the - Information and have agreed to be bound by the terms of this Agreement. - -5. The Information shall be treated as confidential and safeguarded - hereunder by the Receiving Party for a period of two (2) years. - -6. This Agreement shall not apply to Information that: - - (a) is in or enters the public domain, through no fault of the - Receiving Party; or - - (b) is or has been disclosed by the Disclosing Party to the Receiving - Party or to a third party without restriction; or - - (c) is already in the possession of the Receiving Party, without - restriction and prior to disclosure of the information hereunder; - or - - (d) is or has been lawfully disclosed by a third party to the - Receiving Party without an obligation of confidentiality. - - Notwithstanding the above, nothing hereunder shall prevent the Receiving - Party from disclosing Information which it is required to disclose by - court order or pursuant to the rules and regulations of a governmental - agency or body, in either case having jurisdiction over the Receiving - Party, to the extent so required by such court order or the published - rules and regulations of such governmental authority; provided, however, - that prior to any such disclosure the Receiving Party shall (i) notify - the Disclosing Party promptly in writing of any order or request to - disclose and of the facts and circumstances surrounding such order or - request so that the Disclosure Party may seek an appropriate protective - order and (ii) cooperate with the Disclosing Party in any proceeding to - obtain an appropriate protective order. - -7. In the event that the above-mentioned business combination is not - completed, each Party agrees not to solicit, entice or offer employment - to any employees of the other Party before one (1) year from the date of - this Letter; provided, however, that the foregoing shall not prohibit - either Party from employing any individual who has received notice of - termination from, or ceased to be employed by, the other Party prior to - the first time such individuals discussed, directly or with any - representatives, employment by the hiring Party. - -8. Each Party acknowledges that in its examination of the Information it - will be exposed to material nonpublic information concerning the business - and financial condition of the Disclosing Party and consequently the - Receiving Party agrees that prior to the date two (2) years from the date - hereof, without the prior written approval of the Board of Directors of - the Disclosing Party, the Receiving Party will not (and will insure that - its affiliates (and any person acting on behalf of or in concern with the - Receiving Party or any affiliate) will not) purchase or otherwise acquire - (or enter into any agreement or - - - - 2 - 3 - - make any proposal to purchase or otherwise acquire) any securities of the - Disclosing Party, any warrant or option to purchase such securities, any - security convertible into any such securities or any other right to - acquire such securities. - -9. Except as expressly provided herein no license or right is granted by the - Disclosing Party to the Receiving Party under any patent, patent - application, trademark, copyright, software or trade secret. - -10. At the Disclosing Party's request, all Information of the Disclosing - Party in tangible form, or any copies thereof, that is in the possession - of the Receiving Party shall be returned to the Disclosing Party or - destroyed. - -11. Each Party agrees that it will not disclose the subject matter or terms - of this Agreement or the discussion between the Parties without the - written consent of the other Party. - -12. This Agreement shall terminate two (2) years from the date first written - above. Any amendment of this Agreement must be in writing and signed by - authorized officials of each Party. No failure or delay in exercising any - right under this Agreement shall operate as a waiver thereof. - -13. This Agreement shall be governed by the laws of the Commonwealth of - Virginia. - - -Best Software, Inc. Sage Software, Inc. - ------------------- - -By: /s/ David N. Bosserman By: /s/ James R. Eckstaedt - ---------------------- ----------------------- - -Name: David N. Bosserman Name: James R. Eckstaedt - ------------------ ------------------ - -Title: Chief Financial Officer Title: Vice President Finance and - ----------------------- -------------------------- - Chief Financial Officer - ----------------------- - - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1044777_0000950124-98-000388_document_7.txt b/contract-nli/contract nli in txt/1044777_0000950124-98-000388_document_7.txt deleted file mode 100644 index 7035b00a481b31290b872a6b91ec41ed62bf0f22..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1044777_0000950124-98-000388_document_7.txt +++ /dev/null @@ -1,52 +0,0 @@ - - CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT - - It is understood and agreed that the following shall govern the oral -and/or written disclosure of CONFIDENTIAL INFORMATION by VASCO DATA SECURITY, -INC. ("VASCO") to HUCOM, INC. ("HUCOM") concerning the VASCO SmartCard Reader, -AccessKey, Digipass and software products. - - The CONFIDENTIAL INFORMATION is disclosed in confidence so that HUCOM may -evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in -the commercial exploitation thereof. In consideration of the disclosure, HUCOM -agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as -confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly -available through no act or failure to act on the part of HUCOM as evidenced by -written documentation. - - HUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION -other than for the above-mentioned purpose(s) and will not disclose CONFIDENTIAL -INFORMATION to any other person without the prior written consent of VASCO, -except that if HUCOM is a corporation, CONFIDENTIAL INFORMATION may be disclosed -to a person within the company on a need-to-know basis. If no satisfactory -arrangement is concluded between the parties, or if otherwise requested by -VASCO, HUCOM agrees to return to VASCO any written disclosure of CONFIDENTIAL -INFORMATION provided by VASCO plus any copies, notes, summaries or other -materials derived from the CONFIDENTIAL INFORMATION. - - With respect to the subject matter set forth above, this Agreement -constitutes the entire agreement between the parties and supersedes any previous -oral or written representations, understandings or agreements as to the above -subject matter. - - - -VASCO DATA SECURITY, INC. HUCOM, INC. - -T. Kendall Hunt Hideaki Sato ------------------------------- ------------------------------ -NAME NAME - -Chief Executive Officer CEO & President ------------------------------- ------------------------------ -TITLE TITLE - - -/s/ T. Kendall Hunt /s/ Hideaki Sato ------------------------------- ------------------------------ -SIGNATURE SIGNATURE - -6/3/97 6/3/97 ------------------------------- ------------------------------ -DATE DATE - diff --git a/contract-nli/contract nli in txt/1045080_0001047469-02-004620_a2094681zex-99_d5.txt b/contract-nli/contract nli in txt/1045080_0001047469-02-004620_a2094681zex-99_d5.txt deleted file mode 100644 index 6653405e7621bedc740109d270a014ca23ebb817..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1045080_0001047469-02-004620_a2094681zex-99_d5.txt +++ /dev/null @@ -1,193 +0,0 @@ - - - - - -QuickLinks - -- Click here to rapidly navigate through this document - - - -Exhibit 99(d)(5) -MUTUAL CONFIDENTIALITY AND -NON-DISCLOSURE AGREEMENT -        This Mutual Confidentiality and Non-Disclosure Agreement (this "Agreement") is made this            day of March, 2002, and -effective as of -February 26, 2002, between MDI Entertainment, Inc. ("MDI"), whose address is 201 Ann Street, 5th Floor, Hartford, Connecticut 06103 and Scientific Games Corporation -("Scientific Games") whose address is 750 Lexington Avenue, 25th Floor, New York, New York 10022. -W I T N E S S E T H: -        WHEREAS, in connection with the analyses of a possible negotiated transaction between MDI and Scientific Games (collectively, the "Companies"), each of the -Companies has requested or will request certain oral and written information concerning the other Company from the officers, directors, employees and/or agents of the respective Companies -(collectively, the "Evaluation Material"). -        NOW, -THEREFORE, in consideration of the premises, each of which is made a contractual part hereof, MDI and Scientific Games agree in consideration of furnishing the other party with the -Evaluation Material (it being understood that the parties are also agreeing to cause such of their respective affiliates, representatives and agents, including but not limited to, investment bankers, -attorneys and accountants, which are provided with the Evaluation Material to comply with the provisions hereof): - -        (1)  The -Evaluation Material will be used solely for the purpose of evaluating a possible transaction between the Companies and not in any way directly or indirectly -detrimental to the Companies (competitively or otherwise), and unless and until the parties have completed a transaction pursuant to a formal contractually binding agreement ("Definitive Agreement"), -such information will be kept confidential, except that each party may disclose the Evaluation Material or portions thereof to those of its directors, officers, employees, consultants, advisors and -professional representatives (the persons to whom such disclosure is permissible being collectively called "Representatives") in each case who need to know such information for the purpose of -evaluating a possible transaction between the Companies; provided, however, that prior to disclosing the -Evaluation Material or any portion thereof to -any of such Representatives, the disclosing party will secure the undertaking of its Representative to be bound by the terms of this Confidentiality Agreement to the same extent that the disclosing -party is bound by this Agreement. Each party agrees to be responsible for any breach of this Agreement or such undertaking by it or its Representatives. In the event that either party or any of its -Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Evaluation Material, such -party shall provide the other party with prompt prior written notice of such requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with -the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the other party waives compliance with the provisions hereof, the disclosing party agrees -to furnish only that portion of the Evaluation Material which it is advised by written opinion of its counsel is legally required and to exercise reasonable efforts to obtain assurance that -confidential treatment will be accorded such Evaluation Material. -        (2)  The -term "Evaluation Material" does not include any information which (i) at the time of disclosure or thereafter is generally available to and known by the -public (other than in the case of Evaluation Material for Scientific Games as a result of a disclosure directly or indirectly by MDI or its Representatives and in the case of Evaluation Material for -MDI as a result of a disclosure directly or indirectly by Scientific Games or its Representatives), (ii) was or becomes available to Scientific Games or MDI on a nonconfidential basis from a -source other than the other party or its advisors, provided that such source is not and was not bound by a confidentiality agreement with or for the benefit of the party with respect to whom the -information pertains, or (iii) was in - - - - - - - -the possession of the disclosing party prior to the date of this Agreement and was obtained by such party without the breach, directly or indirectly, by such party or any other person of any -obligation or duty owed to the party with respect to whom the information pertains. -        (3)  If -a transaction between the Companies is not consummated or if either party at any time so requests, each party will promptly return to the other party all copies of -the Evaluation Material in its possession or in the possession of its Representatives, and each party will destroy all copies of any analyses, compilations, studies or other documents prepared by it -or for its use containing or reflecting any Evaluation Material. -        (4)  Without -the prior written consent of the other party, each party will not, and will cause its Representatives not to, disclose to any person either the status of the -investigations, discussions or negotiations taking place concerning a possible transaction between the parties, or that either party has requested or received Evaluation Material from the other party -or any of the terms, conditions or other facts with respect to any such possible transaction except as disclosed in that certain letter of intent between the parties dated February 25, 2002. -The term "person" as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or individual. -The obligations of Scientific Games and MDI under this paragraph (4) shall be subject to their disclosure obligations under federal and state securities laws. -        (5)  It -is understood that each party will arrange for appropriate contacts for due diligence purposes. It is further understood that all (i) communications regarding -the possible negotiated transaction contemplated hereby, (ii) requests for additional information, (ii) requests for facility tours or management meetings and (iv) discussions or -questions regarding procedures, will be submitted or directed, in the case of Scientific Games, to Mr. Martin E. Schloss or Mr. C. Gray Bethea, Jr., and in the case of MDI, to Steve M. -Saferin or Kenneth M. Przysiecki. -        (6)  Each -party understands and acknowledges that the other party is making no representation or warranty, express or implied, as to the accuracy or completeness of the -Evaluation Material, and neither the disclosing party, nor any of its respective officers, directors, employees, stockholders, affiliates or agents will have any liability to the other party or any -other person resulting from such other party's use of the Evaluation Material. Only those representations or warranties that are made to MDI or Scientific Games, as the case may be, in a Definitive -Agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Definitive Agreement, will have any legal effect. -        (7)  Each -party also understands and agrees that no contract or agreement providing for any transaction shall be deemed to exist between the parties unless and until a -Definitive Agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with or involving the other -party or any of its businesses based on the purported existence of any such contract or agreement unless and until and only to the extent that the parties shall have entered into a Definitive -Agreement with respect to which a breach is alleged. Each party also agrees that unless and until a Definitive Agreement between the parties with respect to a negotiated transaction has been executed -and delivered, neither of the parties nor their stockholders has any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this Agreement or any other written or -oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this paragraph, the term "Definitive Agreement" -does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid on the part of either party. Each -party further understands that (i) each party shall be free to negotiate for or with respect to any transaction respecting itself or any or all of its business as such party in its sole -discretion shall determine (including, without limitation, negotiating with any of prospective merger partners, sellers or buyers - -2 - - - - - - -and entering into a Definitive Agreement respecting any thereof without prior notice to the other party or any other person) and (ii) each party shall not have any claims whatsoever against -the other party, or any of such other party's respective directors, officers, stockholders, affiliates or agents arising out of or relating to any such transaction (other than those as against the -parties to a Definitive Agreement with you in accordance with the terms thereof). Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of -the party which is sought to be bound, which consent shall specifically make such waiver or amendment. -        (8)  Each -party agrees that the other party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions -of this Agreement, in addition to all other remedies available to the other part at law or in equity. -        (9)  It -is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor -will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. - -        This -Agreement is for the benefit of the parties and will be governed by and construed in accordance with the laws of the State of Delaware. The obligations of the parties under this -Agreement will expire three (3) years from the date of this Agreement. -        IN -WITNESS WHEREOF, the undersigned, by their duly authorized officers have caused this Agreement to be executed as of the date first written above. - - - -  -  -SCIENTIFIC GAMES CORPORATION - - - -  -  - -By: -  - -/s/  MARTIN E. SCHLOSS       - - -  -  -  -  -Name: -  -Martin E. Schloss - - -  -  -  -  -Title: -  -Vice President - - - -  -  - -MDI ENTERTAINMENT, INC. - - - -  -  - -By: -  - -/s/  STEVEN M. SAFERIN       - - -  -  -  -  -Name: -  -Steven M. Saferin - - -  -  -  -  -Title: -  -Chief Executive Officer - - - -3 - - - - -QuickLinks - -Exhibit 99(d)(5) - - - - diff --git a/contract-nli/contract nli in txt/1046880_0001193125-11-323050_d262064dex992.txt b/contract-nli/contract nli in txt/1046880_0001193125-11-323050_d262064dex992.txt deleted file mode 100644 index 53f71a8269c36fb7af4415a5cc51c8f57dbe8f77..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1046880_0001193125-11-323050_d262064dex992.txt +++ /dev/null @@ -1,171 +0,0 @@ - -Non-Disclosure Agreement dated as of October 7, 2011 - - -Exhibit 99.2 STRICTLY CONFIDENTIAL October 7, 2011 -Russian Standard Vodka Pulkovskoye Shosse, -46/2, Saint-Petersburg, 196140, -Russia   - - - - - - -Attention: -   -Ilya Blinov - - -   -General Manager - - -   -Russian Standard Vodka - Dear Mr. Blinov: CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this -“Agreement”) is dated as of October 7, 2011 by and between Russian Standard Vodka (the “Receiving Party”) and Central European Distribution Corporation (together with its subsidiaries, the -“Company”). 1. Confidential Information; Representatives. (a) The Receiving Party has indicated -interest in cooperation possibilities, and, in order to assist the Receiving Party in evaluating such cooperation, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and -prospects of the Company (all such information, the “Confidential Information”). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, partners, members, employees, -agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, financial advisors and other persons with whom the Receiving Party plans to work with respect to a potential -cooperation (only those who receive the Confidential Information and are acting on Recipient’s behalf or in conjunction with the Recipient with respect to a potential cooperation possibility, collectively, “Representatives” of -the Receiving Party), the Receiving Party agrees to treat the Confidential Information in accordance with the provisions of this Agreement. (b) The term “Confidential Information” shall include, without limitation, any and all information concerning the Company and its business, operations, strategy or prospects that is furnished to -the Receiving Party or its Representatives by or on behalf of the Company and identified as confidential, whether furnished on or after the date of this Agreement, including, without limitation, any written analyses, business or strategic plans, -compilations, studies, data, reports, interpretations, projections, forecasts, -  1 - - - -records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized form or otherwise), that contain or otherwise -reflect information concerning the Company or its business, operations, strategy or prospects prepared by or on behalf of the Receiving Party or any of the Receiving Party’s Representatives or that otherwise reflect any conversations with -Company Representatives (as defined below) describing or relating thereto. For any information transmitted orally to be deemed “Confidential Information”, it must be memorialized in writing, identified as confidential and provided to the -Receiving Party in written form within five days of its disclosure to the Receiving Party. The Company acknowledges and agrees that neither it nor any of its Representatives have provided nonpublic information with respect to the Company to the -Receiving Party prior to the execution and delivery of this Agreement. 2. Excluded Information. The Confidential -Information shall not include information that (a) is or becomes available to the public other than as a result of acts by the Receiving Party in breach of the terms of this Agreement, (b) was in the Receiving Party’s or its -Representatives’ possession nor to disclosure by the Company, (c) is disclosed to the Receiving Party or its Representatives by a third party not known by the Receiving Party or its Representatives to be bound by any duty or obligation of -confidentiality on a non-confidential basis to the Company with regards to the information or (d) is independently developed by you or your Representatives without violating your obligations under this Agreement. -3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall direct its -Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of -information contained in the Confidential Information to which the Company gives its prior written consent, and (ii) any information contained in the Confidential Information may be disclosed to the Receiving Party’s Representatives who -reasonably require access to such information for the purpose of evaluating a possible cooperation and who agree to keep such information in confidence to the same extent as described herein. The Receiving Party shall be responsible for any breach -of the terms of this Agreement by the Receiving Party or the breach of the terms of this Agreement applicable to Representatives by any of its Representatives. (b) The Receiving Party agrees that, for a period of one (1) year from the date of this Agreement, the Receiving Party shall not use the Confidential Information to (i) divert or attempt to -divert any known business or customer of the Company or (ii) solicit for employment, or initiate contact for employment with, any known employee of the Company; provided, however, nothing will prohibit: (i) recruiting efforts that are not -based on confidential information or general advertisement or other recruiting efforts not specifically targeting employees of the Company and the hiring as a result, (ii) the solicitation and hiring of any individual who is no longer employed -by the Company at the time of such solicitation or hiring and (iii) the hiring by you of anyone who initiates contact with you regarding such employment. -  2 - - -4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of -the other party or except as may be required by applicable law or regulation or other legal process, neither the Receiving Party or its Representatives nor the Company or its Company Representatives (defined below) shall disclose to any person that -any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content and status of such discussions or negotiations (the “Discussion Information”). With respect to the -Receiving Party, the foregoing shall not apply to persons with which the Receiving Party plans to work for the purpose of a possible cooperation in the context of its discussions with the Company. -5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if -any) is to be made available to the Receiving Party and its Representatives, provided, that the Receiving Party may decline to receive Confidential Information at any time for any reason. Neither the Company nor any of its directors, officers. -employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the “Company Representatives”) will be under any obligation to make any particular Confidential Information available to the Receiving -Party or any of the Receiving Party’s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, -express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party’s -Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom, absent fraud or willful misconduct. Only those representations and warranties (if any) that are -included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal -effect. 6. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party -will return or destroy, at its sole option, all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents prepared by the Receiving Party or its Representatives that contain or reflect to a -substantial degree any Confidential Information. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 6, the Receiving Party and its Representatives will continue to be bound by their -confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, any return or destruction is subject to law, regulation and internal document retention policies. -7. Disclosure Pursuant to Law, Regulation, Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it -discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another -governmental agency or as -  3 - - - -otherwise required pursuant to law, regulation or other legal process, the Receiving Party shall (if legally practicable or permitted) (a) promptly notify the Company of the existence, terms -and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, -furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by outside legal counsel is legally required to be disclosed and (d) take commercially reasonable efforts to cooperate with -the Company (at the Company’s expense) in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will -be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed. Notwithstanding the foregoing, the Receiving Party or its Representatives will be permitted to disclose the -Confidential Information or any portion thereof upon the routine request of any government or regulatory body having or claiming to have authority to regulate or oversee any aspect of your or your Representatives’ business of that of its -affiliates, provided that they shall advise the governmental or regulatory body of the confidential nature of such information. -8. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company -with respect to a possible cooperation has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such cooperation by virtue of this or any other written or -oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. 9. Remedies. Each party acknowledges that in the event of any breach of the terms of this Agreement, the other party may not be made whole by monetary damages only. Accordingly, each -party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to seek, at its sole expense, an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this -Agreement. 10. Communications. Without the Company’s prior written consent, which may be withheld -by the Company in its sole discretion, the Receiving Party shall not (and shall direct its Representatives not to) initiate (other than through the Company’s financial and legal advisors, as designated by the Company in writing and other than -contacts made or initiated in the ordinary course of business) any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible cooperation between the -parties or (c) communication relating to the business of the Company or its affiliates or the possible cooperation, in each case, with any officer, director or employee of the Company or any of its affiliates. The foregoing shall not apply to -communication with the Chief Executive Officer of the Company Bill Carey. -  4 - - -11. Securities Laws. The Receiving Party acknowledges that it is aware and that the -Receiving Party and its Representatives have been advised that the United States securities laws may prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from -communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Notwithstanding the foregoing or anything to the contrary in this Agreement, -the Company acknowledges and agrees that this Agreement is in no way intended to restrict Receiving Party’s (or its Representatives’) ability to trade in securities or instruments (whether physical or derivative) of the Company or any of -its affiliates or subsidiaries. 12. Entire Agreement; Amendments. This Agreement represents the entire understanding -and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this -Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. 13. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude -any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 14. Governing Law. -This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. The Receiving Party and its Representatives: (a) irrevocably and unconditionally consent and -submit to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement: (b) agree that service of any process, summons, notice or -document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against the Receiving Party or any of its Representatives; (c) irrevocably -and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and -unconditionally waive the right to plead or claim, and irrevocably and unconditionally agree not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court -located in the State of New York has been brought in an inconvenient forum. 15. Expenses. In the event of litigation -relating to this Agreement, if a court of competent jurisdiction issues a final, non-appealable judgment, then the non-prevailing party shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has -incurred in connection with such litigation, including any appeal therefrom. -  5 - - -16. Captions. The Captions contained in this Agreement are for -convenience only and shall not affect the construction or interpretation of any provisions of this Agreement. 17. -Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. -18. Termination. This Agreement shall terminate and be of no further force and effect one (1) year from the date hereof. - [Remainder of Page Intentionally Left Blank] -  6 - - -IN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first -written above.   - - - - - - -CENTRAL EUROPEAN DISTRIBUTION CORPORATION - - - - -By: -  - /s/ Christopher Biedermann - -Name: -  -Christopher Biedermann - -Title: -  -CFO - - - -Russian Standard Vodka - - - - -By: -  - /s/ Ilya Blinov - -Name: -  -Ilya Blinov - -Title: -  -General Manager - -  7 diff --git a/contract-nli/contract nli in txt/1049210_0001047469-13-009461_a2216846zex-99_d3.txt b/contract-nli/contract nli in txt/1049210_0001047469-13-009461_a2216846zex-99_d3.txt deleted file mode 100644 index e4fd1a50434c4b331a3fff87333d184e17e43264..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1049210_0001047469-13-009461_a2216846zex-99_d3.txt +++ /dev/null @@ -1,142 +0,0 @@ - - - - - - -Exhibit (d)(3) -  -CONFIDENTIALITY, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT -  -This Confidentiality & Non-Disclosure Agreement (“Agreement”) is made and entered into as of May 1, 2013 (“Effective Date”), by and between Verenium Corporation, a Delaware corporation located at 3550 John Hopkins Court, San Diego, CA 92121 (“Verenium”), and BASF Corporation, a Delaware corporation with a principal address at 100 Campus Drive, Florham Park, New Jersey 07932 (for notice purposes, Attention: General Counsel)  (including its Affiliates, “Company”), individually known as a “Party” and collectively known as the “Parties”. -  -Verenium intends to disclose to Company certain of its Confidential Information as Verenium deems necessary in order for the Company to evaluate a potential transaction of mutual interest (the “Purpose”).  In consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: -  -1.              “Confidential Information” shall mean the Purpose (including the contemplated transaction), identity of, and any discussions or negotiations between, the Parties, existence of this Agreement, and any and all information whether in oral, written, graphic or electronic form, including but not limited to, data, know-how and any and all subject matter (whether patentable or not, including without limitation any derivatives thereof) pertaining to Verenium’s research, financial data, sales information, inventions, development, materials, technology, trade secrets, work in process, marketing, business plans, regulatory information and strategies, scientific, engineering and/or manufacturing processes or equipment, protocols, assays, strains, compounds, genes, gene pathways, enzymes, peptides, the commercial applications of genes, gene pathways, enzymes, peptides, accessing microbial diversity, manipulating and modifying genes and gene pathways, identifying bioactive compounds through recombinant techniques and any other elements of Verenium’s business which Verenium considers to be of value, including its present or future products, projections, sales, pricing, customers, employees, investors and contractual relationships. -  -2.              Subject to the provisions of paragraphs 3 and 4 of this Agreement, (i) Company, as recipient of Confidential Information from or on behalf of Verenium, shall use such Confidential Information solely for the Purpose and for no other purpose or use, and (ii) Company shall not disclose to any third party any Confidential Information received from or on behalf of Verenium hereunder.  Upon discovery of any loss or unauthorized disclosure of Confidential Information, Company shall immediately notify Verenium. -  -3.              Company agrees to treat Confidential Information received from or on behalf of Verenium, with at least the same degree of care that Company uses to protect its own Confidential Information. Company shall only disseminate Confidential Information to such of its Representatives with a special need to know for carrying out the Purpose of this Agreement.  In addition, Company hereby agrees that such Representatives shall be informed of the confidential and proprietary nature of the Confidential Information received and that such Representatives shall be bound by the terms hereof or subject to confidentiality and non-use obligations no less restrictive than those set forth herein.  Company shall be liable for any disclosure or use of the Confidential Information by its Representatives in a manner not authorized by this Agreement.  “Representative” means any employee, consultant, contractor, officer, agent, advisor, and/or director of a Party.  “Affiliate” for purposes of this Agreement shall mean any one or more business entities which are: (a) owned or controlled by, (b) owning or controlling, or (c) under common control with a Party at the time in question.  Ownership, direct or indirect, of more than fifty percent (50%) of the voting stock or other equity interests of an entity ordinarily entitled to vote in the election of directors or similar governing body of an entity shall, without limitation, constitute ownership or control thereof. -  -4.              The Company shall have no obligations to Verenium with respect to the use of such information, or disclosure to others not party to this Agreement, of such information which:  (a) prior to disclosure was rightfully known to or in the possession of Company as evidenced by Company’s competent written records and not subject to any confidentiality or non-disclosure obligations or restrictions; (b) is or becomes publicly known during the time period in which Company’s duties and obligations hereunder extend, through no fault, unauthorized act or omission of Company or its Representatives; (c) was provided without restriction on disclosure by a third party who had the lawful right to make such disclosure and where such disclosure was not in violation of any obligation, contractual or otherwise, owed by such third party to Verenium; (d) is rightfully and in good faith developed by Company independently of any disclosures made under this Agreement, as evidenced by Company’s competent written records; or (e) is required by applicable law, regulation or bona fide legal process to be disclosed by Company, provided, however, that Company takes all reasonable steps to restrict and maintain the confidentiality of such disclosure (including, without limitation, seeking a protective order or confidential treatment thereof, as the case may be), and provides reasonable prior written notice to Verenium of the requirement to disclose such information and the specific disclosure(s) proposed to satisfy such law(s), regulation(s) or legal process(es). -  -5.              Confidential Information shall not be reproduced by Company in any form except as required to accomplish the intent of this Agreement.  Any reproduction of any Confidential Information by Company shall remain the property of Verenium unless otherwise authorized in writing by Verenium. -  -1 - - - - - -  -6.              Company agrees, upon request, to promptly return or destroy all items relating to Confidential Information, including but not limited to, all materials, written materials, drawings, data and records provided or otherwise made available by Verenium, and all copies (in any form) thereof, with a certificate of compliance with the foregoing, executed by an appropriate officer of Company within 30 days of such request, provided that the Company may maintain a single copy of such Confidential Information within its Legal Department for archival purposes.  Notwithstanding the return or destruction of Confidential Information, Company and its Representatives shall continue to be bound by the obligations hereof. -  -7.              All right, title and interest in and to Confidential Information shall be retained by Verenium and nothing in this Agreement shall be construed as granting any license or right under any patent or other intellectual property rights, or other rights, or representing any commitment by either Party to enter into any additional agreement, by implication or otherwise, or creating any partnership, joint venture or agency relationship. All Confidential Information provided hereunder is provided “AS IS” and without any warranty, express, implied, or otherwise, regarding its accuracy or performance.  Verenium shall have no liability to Company of any nature or kind whatsoever, directly or indirectly, resulting from or arising out of the reliance or use by Company of any Confidential Information. -  -8.              Company acknowledges that it is aware, and will advise its Representatives who are informed of the Purpose or who review Confidential Information, of the restrictions imposed by the United States securities laws on the purchase or sale of Verenium’s securities by any person who has received material, non-public information about Verenium and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. -  -9.              During the one-year period commencing on the date of this Agreement (the “Standstill Period”), neither the Company nor any of its Representatives will, in any manner, directly or indirectly (except to the extent agreed by Verenium): (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Verenium or any securities of any subsidiary or other Affiliate of Verenium, in excess of five (5) percent of the outstanding securities of any such company (with any such acquisition, regardless of size, only being made at such time as neither the acquiring party nor any of its Affiliates is in possession of material, non-public information about Verenium), (ii) any acquisition of any assets of Verenium or any assets of any subsidiary or other Affiliate of Verenium, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Verenium or any subsidiary or other Affiliate of Verenium, or involving any securities or assets of Verenium or any securities or assets of any subsidiary or other Affiliate of Verenium, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Verenium; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Verenium; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Verenium; (d) take any action that might require Verenium to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other person or entity to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other person or entity relating to any of the foregoing.  The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.  Notwithstanding the foregoing, (i) the Company and its Representatives shall not be precluded from submitting a topping or other offer or otherwise participating in any process not initiated by the Company or its Affiliates or Representatives in which the securities or assets of Verenium or any subsidiary or other Affiliate of Verenium are for sale or are being or have been sold, and (ii) upon filing for protection under US Bankruptcy laws by Verenium or any subsidiary or Affiliate of Verenium the restrictions of this paragraph 9 shall be void and of no further force or effect with respect to the filing entity. -  -10.       This Agreement shall constitute the entire understanding between the Parties with respect to the subject matter hereof and may be modified only in writing and signed by both Parties; provided, however, that any restrictions set forth on the Company or its Affiliates in any previous confidentiality or non-disclosure agreements between the Parties or their Affiliates shall remain in place for the periods set forth in any such agreements.  If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.  This Agreement, and rights and obligations hereunder, shall not be assigned.  This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, personal representatives, executors and administrators. -  -11.       Company acknowledges that its breach of this Agreement will cause irreparable damage to Verenium and hereby agrees that Verenium shall be entitled to injunctive relief under this Agreement for such breach or threatened breach as well as such further relief as may be granted by a court of competent jurisdiction. -  -12.       This Agreement shall commence as of the Effective Date and shall terminate one (1) year thereafter, unless earlier terminated upon 30 days written notice to the other Party; provided, however, that the duties set forth in paragraphs 9 and 13 shall survive for the -  -2 - - - - - -  -periods set forth in paragraphs 9 and 13 and the Company’s duties and obligations to protect Confidential Information disclosed during the term (or any extension) of this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years.  Notwithstanding the foregoing, Company’s duties and obligations to protect a trade secret disclosed hereunder shall survive the termination or expiration of this Agreement indefinitely. -  -13.       During the one-year period commencing on the date of this Agreement (the “Non-Solicitation Period”), Company shall not, nor shall it permit its Affiliates or Representatives, to: (a) hire any employee of Verenium or enter into a contract with any employee of Verenium to provide services to Company (or any of its Affiliates), in each case involving an employee of Verenium with whom Company has contact as a result of this Agreement or discussions relating to a possible transaction between the Parties, without obtaining the prior written approval of Verenium, or (b) directly or indirectly, induce or attempt to induce or otherwise solicit, counsel, discuss, advise or encourage any such employee to leave or otherwise terminate such employee’s relationship with Verenium; provided, however, that the foregoing provisions of this paragraph 13 shall not apply to any employee of Verenium who was previously terminated by Verenium or who responds to a general solicitation or advertisement regarding employment with Company or its Affiliates.  The expiration of the Non-Solicitation Period will not terminate or otherwise affect any of the other provisions of this Agreement. -  -14.       All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic or facsimile transmission.  Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as a Party may specify in writing to the other Party.  Each Party represents and warrants that it has the authority to undertake the obligations set forth in this Agreement without breaching or violating any contractual or statutory obligation owed to another.  This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflict of laws principles. -  -ACCEPTED AND AGREED as of the date first written above. -  - - - -BASF CORPORATION - -Verenium Corporation - - -  - -  - - -By: - -/s/ Fried-Walter Münstermann - -  - -By: - -/s/ Jeffrey G. Black - - -  - -(signature) - -  - -  - -(signature) - - -Name: - -Fried-Walter Münstermann - -  - -Name: - -Jeffrey G. Black - - -  - -  - -  - -  - -  - - -Title: - -Executive Vice President and Chief Financial Officer - -  - -Title: - -Chief Financial Officer - - - - - - - -  -3 - - - - - - - diff --git a/contract-nli/contract nli in txt/1050277_0001047469-99-000663_document_7.txt b/contract-nli/contract nli in txt/1050277_0001047469-99-000663_document_7.txt deleted file mode 100644 index 5bf7709d06df64c97d1295a10e0f2260905d5052..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1050277_0001047469-99-000663_document_7.txt +++ /dev/null @@ -1,56 +0,0 @@ - - - NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT - -This is to confirm that each of the named signatories, separately and -individually and their associates hereby agree that his/her corporation(s), -division(s), employees, agents and/or consultants will not disclose, make -contact with or otherwise be involved in any transaction involving that certain -proprietary information and/or client(s), merchant(s), customer(s) has been -disclosed by the following companies; - -Consumers On-Line Development Group, Inc., C.O.L.D. -Consumer Net Partners C.N.P. -Consumer Net Marketplace C.N.M. -CNM Network C.N.M.N. -SportCenter Partners S.C.P. -SportCenter On-Line S.C.O.L. - -hereinafter referred to as the "THE COMPANIES", which is hereby made a part -hereto this agreement, without the express approval of THE COMPANIES. I/we -further agree that in consideration of that certain information of this -agreement that I/we fully agree to hold all information confidential and that -such information will remain the express property of THE COMPANIES. - -It is understood that this agreement is a reciprocal one between the signatories -concerning the exchange of privileged information and contacts and will be held -as confidential unless otherwise released or agreed as to the release only in -written documentation by THE COMPANIES. - -It is also understood that a signatory cannot be considered or adjudged to be in -violation of this agreement when the violation is involuntary, due to the -situations beyond his/her control: examples being acts of GOD and/or civil -disturbances. Essentially, the spirit behind this agreement is one of mutual -trust and confidence, and one of reliance on each other to do what is fair and -equitable. - -It is agreed that any disputes that result between the parties whose signatures -appear below shall be submitted to arbitration in accordance with The State of -California Code of Procedure. The written determination of the arbitration -shall be final, binding, and conclusive on the parties. - -If either party sues the other party to enforce any of the terms of this -agreement, the prevailing party shall, in addition to all other damages, be -entitled to recover any and all legal fees incurred. - -IN REPRESENTATION OF: - ------------------------- ------------------------- -THE COMPANIES FREDRICK J. RICE - - -IN REPRESENTATION OF: - ------------------------- ------------------------- - DATE - -* All parties hereto of this agreement for any and all international rules and -or laws governing Non-Circumvention as to this agreement. \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1052303_0000950109-98-003654_document_16.txt b/contract-nli/contract nli in txt/1052303_0000950109-98-003654_document_16.txt deleted file mode 100644 index 3eeac1eeb230d8d70df642ddba9d279b581752d0..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1052303_0000950109-98-003654_document_16.txt +++ /dev/null @@ -1,54 +0,0 @@ - - Confidential Draft - - - ADDENDUM A - MUTUAL NONDISCLOSURE AGREEMENT (page 2.) - -B. GENERAL - -1. Either party may terminate this MNDA without cause upon five (5) days - written notice given to the other, provided that confidentiality obligations - under Section A of this Attachment A shall survive termination hereof. - -2. No rights or obligations other than expressly recited herein are to be - implied here from. Nothing except that expressly stated herein shall - affect either party's present or prospective rights under any country's - patent laws, or be construed as granting any license under any present or - future patent or application therefor, or preclude marketing any product - unless such marketing constitutes unauthorized disclosure of INFORMATION. - -3. This MNDA shall be construed, interpreted and applied in accordance with the - laws of the Commonwealth of Massachusetts. - -4. Consistent with other provisions herein, each party assures that it will - not knowingly, without obtaining prior authorization from the U.S. Dept. - of Commerce Office of Export Administration, transmit directly or - indirectly the technical data received pursuant hereto or the immediate - product (including processes and services) produced directly by use of - such technical data to Afghanistan, People's Republic of China, or any - other Country Group Q, S, W, T, or Z country specified in Supplement No. I - to Part 370 of U.S. Dept. of Commerce Export Administration Regulations. - -5. This document and appendices contain the entire agreement between the - Parties and supersede any previous oral or written understandings, - commitments or agreements pertaining to the subject matter hereof. This - MNDA shall not be modified or changed in any manner except in a writing - signed by both parties. If a court of competent jurisdiction finds any of - the provisions hereto so over-broad as to be unenforceable, such - provisions may be reduced in scope by the court to the extent it deems - necessary to render the provision reasonable and enforceable. - -IN WITNESS WHEREOF, the Parties have caused this MDNA to be executed as of this -9th day of December __, 1996. - -DIGITAL EQUIPMENT CORPORATION TERAYON Corporation - ------------------------------ ----------------------------- -Signed Signed - ------------------------------ Jacob Tanz -Typed Name Typed Name - ------------------------------ Vice President, Marketing -Title Title \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1052946_0000950134-98-001627_document_4.txt b/contract-nli/contract nli in txt/1052946_0000950134-98-001627_document_4.txt deleted file mode 100644 index 9691c0ea3d861303f117db7b45e285d30b458ca6..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1052946_0000950134-98-001627_document_4.txt +++ /dev/null @@ -1,113 +0,0 @@ - - - ADDENDUM B - - - - NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT - - - -This agreement is effective as of March 10, 1997 by and between Delta Steel, - -Inc., a Texas corporation, hereafter referred to as "Delta" or "party", and FWT, - -Inc., a Texas corporation, hereafter referred to as "FWT" or "party". - - - -WITNESSETH: - - - -1.0 Both parties understand the nature and character of this Agreement, and - -intend for this to be a fully binding agreement. The parties may use all legal - -means at their disposal to enforce this Agreement. Reference to Delta and FWT - -includes any subsidiary, affiliated or parent companies, and the directors, - -officers, employees, agents, representatives and contractors of the respective - -companies. - - - -1.1 "Period of Affiliation", as used below, refers to the period of the - -business relationship between the parties under the Cooperative Production - -Agreement dated March 10, 1997. - - - -1.2 Consideration for compliance with this Agreement is the opportunity to - -work under the aforementioned Cooperative Production Agreement and any - -remuneration in any form agreed to by the parties. This Agreement is intended to - -extend beyond the Period of Affiliation. - - - -2.0 Both parties agree that its representatives and employees will not at any - -time, either during or subsequent to the Period of Affiliation, either directly - -or indirectly, disclose to others or use any secret, confidential or proprietary - -information and know-how of the other party (whether or not developed by the - -other party) without that party's written consent. The term "secret, - -confidential or proprietary information and know-how" shall include, but shall - -not be limited to, company plans, customers, costs, programs, prices, computer - -programs and methods used, developed, investigated, made or sold, at any time, - -either before or during the parties' Period of Affiliation. - - - -2.1 Salary and compensation information is considered confidential and - -proprietary information, and is fully subject to the disclosure restrictions of - -this Agreement. - - - -3.0 The rights and obligations of the parties hereto shall be construed under - -the laws of the State of Texas and shall be binding upon the heirs, legal - -representatives and assigns with respect to the subject matter thereof. No - -changes to this Agreement shall be effective unless made in writing and executed - -by both parties. - - - -DELTA STEEL, INC. FWT, Inc. - -P.O. Box 2289 P.O. Box 8597 - -Houston, TX 77252 Fort Worth, TX 76124 - - - -BY: /s/ R. A. EMBRY BY: /s/ T. W. MOORE - - ----------------------- -------------------------- - -TITLE: PRESIDENT TITLE: PRESIDENT - - -------------------- ----------------------- - -DATE: 3/10/97 DATE: 3/31/97 - - --------------------- ------------------------ \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1053352_0001104659-07-049383_a07-17151_1ex10d5.txt b/contract-nli/contract nli in txt/1053352_0001104659-07-049383_a07-17151_1ex10d5.txt deleted file mode 100644 index ad3d970136465468008015ff5aec264202649230..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1053352_0001104659-07-049383_a07-17151_1ex10d5.txt +++ /dev/null @@ -1,587 +0,0 @@ - - - - - -Exhibit 10.5 -NON-COMPETE, NON-SOLICITATION -AND CONFIDENTIALITY AGREEMENT -THIS NON-COMPETE, NON-SOLICITATION AND CONFIDENTIALITY -AGREEMENT (this “Agreement”) is entered into this 8th day of February, 2007, by and among Heritage -Commerce Corp, a California Corporation (“Heritage”), Heritage Bank of -Commerce, a California banking corporation (“HBC”) and James Mayer (“Shareholder”). -WHEREAS, concurrently with the execution of this -Agreement, Heritage, HBC and Diablo Valley Bank (“Diablo”) have entered -into that certain Agreement and Plan of Merger (the “Merger Agreement”) -dated as of February 8, 2007 whereby on the Effective Date (as defined in -the Merger Agreement) Diablo will merge with and into HBC and HBC shall survive -the merger (the “Merger”). -WHEREAS, Shareholder is the President and Chief -Executive Officer of Diablo and beneficially owns approximately 5.77% of the -issued and outstanding shares of Diablo common stock; -WHEREAS, Shareholder acknowledges that the execution -and delivery of this Agreement by Shareholder is a condition precedent to the -obligations of the parties entering into the Merger Agreement and the -consummation of the Merger, and Shareholder acknowledges and agrees that -Heritage, HBC and Diablo would not proceed forward and consummate the transactions -contemplated under the Merger Agreement unless Shareholder enters into this -Agreement; -WHEREAS, Heritage, HBC and Shareholder acknowledge -that the covenants and agreements of Shareholder contained in this Agreement -are necessary to protect and preserve Diablo’s business for the benefit of -Heritage and HBC after consummation of the transactions contemplated by the Merger -Agreement; -WHEREAS, Shareholder has significant knowledge and -information concerning the business of Diablo and that such business is very -competitive; -WHEREAS, Shareholder will receive significant -consideration for the Shareholder’s exchange of his Diablo common stock through -the Merger; -WHEREAS, HBC has agreed to provide Shareholder with a -three year employment agreement pursuant to which Shareholder will become an -Executive Vice President of HBC on the Effective Date (as defined herein); -WHEREAS, this Agreement shall become effective at the -Effective Time (as defined in the Merger Agreement) of the Merger (the “Effective -Date”); -NOW, THEREFORE, in consideration of the promises and -covenants contained herein and for other good and valuable consideration, the -receipt, sufficiency and adequacy of which are mutually acknowledged by each -party, it is agreed as follows: -1.             Definitions.  Capitalized terms used in this Agreement not -otherwise defined have the meaning given such term in the Merger Agreement.  For purposes of this Agreement, the term “Business” -means the business of banking (including, without limitation, the acceptance of -deposits and the making of loans) as conducted by state chartered banks, -nationally chartered banks or office of thrift supervision chartered -institutions conducting business in the state of California (a) to be -undertaken in the formation of a new banking organization or (b) engaged -in by an existing banking organization with $1 billon or less of assets. -2.             Purpose.  Shareholder acknowledges and agrees that the -market for the Business is very competitive within the Restrictive Territory -(as defined herein), and one way that Diablo maintained its business and its -competitive position in the marketplace prior to the Closing was by investing -time and money in developing proprietary products, unique approaches to the -business, banking systems and strong client, vendor, and employee -relationships.  Shareholder further -acknowledges and agrees that proprietary and other information related to such -1 - - -products, approaches and -relationships are highly confidential, and maintaining that confidentiality is -critical to Diablo’s success.  -Shareholder further acknowledges and agrees that Diablo has invested -substantial time and resources into developing relationships, customer lists -and business models and strategies and that disruption of such relationships or -misuse of such lists, models, and strategies would damage Heritage and HBC. -3.             Shareholder -Covenants. -(a)           Non-Competition.  Shareholder hereby covenants and agrees that -from the Effective Date until the third (3rd) anniversary of the Effective Date (“Restricted Period”), -Shareholder will not without the prior written consent of Heritage, engage or -participate or have any interest, directly or indirectly, in any Business -anywhere in the counties of Santa Clara, Alameda, Contra Costa, Marin, -San Francisco and San Mateo located in the State of California (“Restricted -Territory”) (all such entities shall be referred to each as “Competitor” or -collectively as “Competitors,”), with respect to the following acts:  (i) own any equity interest in any -Competitor; (ii) operate, join, control, advise, become a founder or -otherwise participate in any Competitor; (iii) lend credit or money for the -purpose of assisting another to establish or operate any Competitor; (iv) -request or advise any customer, strategic partner or vendor of Diablo that -becomes a present or future customer, strategic partner or vendor of Heritage, -HBC or their subsidiaries now and hereinafter existing (collectively, the “Affiliated -Companies”) to withdraw, curtail or cancel its business with Heritage, HBC -or the Affiliated Companies anywhere in the Restricted Territory; -(v) induce or influence (or attempt to induce or influence) any person or -entity who is engaged (as an employee, agent, independent contractor or -otherwise) by Heritage, HBC or the Affiliated Companies to terminate his, her -or its employment or engagement for the purpose of obtaining employment with a -Competitor; (vi) solicit any employee of Heritage, HBC or the Affiliated -Companies to leave employment and become affiliated with any Competitor; (vii) -solicit any actual or “prospective customer” (as hereinafter defined), which -was served by Diablo in connection with any business of Diablo, or (viii) -solicit, influence or attempt to influence any customer which is or was served -by Diablo to discontinue its business or service available from Heritage, HBC -or the Affiliated Companies; provided, that, Shareholder may own -and hold as an investment of up to 1% of any corporation within the Restricted -Territory that is listed on a national stock exchange and that is engaged in a -business that is competitive with Heritage, HBC or an Affiliated Company, but -Shareholder may not otherwise participate (whether in management or otherwise) -in such corporation.  A “prospective -customer” shall mean a company, person or other entity with which -Shareholder knows, or reasonably should know, that Diablo has had actual -contact with or has begun formulating a targeted strategy for contact at any -time during the term of this Agreement in connection with the operation of the -Business.  “Engaged in business” -shall include, without limitation, establishment of goodwill or business -reputation, maintenance of business assets and properties, and dealings with -customers, strategic partners, prospective customers, suppliers, or vendors. -(b)           Confidentiality.  Shareholder acknowledges and agrees that the -Shareholder has occupied a position of trust and confidence with Diablo prior -to the date hereof and has had access to and has become familiar with the -following, any and all of which constitutes confidential information of Diablo -(collectively “Confidential Information”) (a) any and all proprietary intellectual -property or trade secrets concerning the business and affairs of Diablo, -product specifications, data, know-how, formulae, compositions, processes, -designs, graphs, drawings, samples, inventions and ideas, past, current and -planned research and development, customer lists, current and anticipated -customer requirements, price lists, market studies, business plans, computer -software and programs (including object code and source code), database -technologies, systems, structures, architectures, processes, improvements, -devices, know-how, discoveries, concepts, methods, information of Diablo and -any other information, however documented, of Diablo that is a trade secret -within the meaning of any applicable law; (b) any and all proprietary non-public -information concerning the business and affairs of Diablo (which includes any -historical financial statements, financial projections, and budgets, historical -and projected sales, capital spending budgets and plans, the names and -backgrounds of key personnel, contractors, agents, suppliers, personnel -training, techniques and materials, manufacturing methods, designs and -techniques, purchasing methods and techniques, however documented; and -(c) any and all notes, analyses, compilations, studies, summaries and -other material prepared by or for Diablo containing or based, in whole or part, -upon any information included in the foregoing. -Shareholder acknowledges and agrees that the -protection of the Confidential Information is necessary to protect and preserve -the value of Diablo’s business and proprietary properties being acquired by -Heritage and HBC.  Therefore, Shareholder -hereby agrees not to, at any time, disclose to any unauthorized Persons or use -for his or its own account or for the benefit of any third party any -Confidential Information, whether or not such information is -2 - - -embodied in writing or other physical form or is -retained in the memory of Shareholder, without Heritage’s written consent, -unless and to the extent that the Confidential Information is or becomes -generally known to and available for use by the public other than as a result -of Shareholder’s fault or the fault of any other Person bound by a duty of -confidentiality to Heritage, HBC or the Affiliated Companies. Shareholder -agrees to deliver to Heritage at the Effective Date, and at any other time -Heritage may request, all documents, memoranda, notes, plans, records, reports -and other documentation, models, components, devices or computer software, -whether embodied in a disk or in other form (and all copies of all of the -foregoing), that contain Confidential Information and any other Confidential -Information that Shareholder may then possess or have under Shareholder’s -control. -(c)           Breach.  Shareholder, Heritage and HBC each recognize -and acknowledge that the Confidential Information and other knowledge -Shareholder has about Diablo and has and will obtain from Heritage, HBC or the -Affiliated Companies is special and unique, and any violation of the covenants -contained in this Agreement is likely to cause irreparable damage to Heritage, -HBC or the Affiliated Companies.  -Therefore, the parties agree that, upon any breach of any covenant -contained in this Section 3 by Shareholder, Heritage and HBC shall be -entitled to an appropriate injunction for a violation of such covenant, -threatened or actual, of such covenant, in addition to all other relief -available under applicable law.  If a court -or arbitrator has determined that Shareholder has committed a breach by -Shareholder of any covenant set forth in Section 3 of this Agreement, the Restricted -Period will be extended by the period of the duration of such breach. -(d)           Acknowledgment.  Shareholder acknowledges and agrees that the -restrictions set forth in this Section 3 are reasonable in scope and -essential to the preservation of Diablo’s business and proprietary properties -and that enforcement of these restrictions will not cause Shareholder any -hardship, and because of Shareholder’s background and experience, will not in -any manner preclude Shareholder from becoming gainfully employed in such a -manner and to such an extent as will provide a standard of living for -Shareholder and the members of Shareholder’s family of at least the sort and -fashion to which they have become accustomed.  -Each of Heritage, HBC and Shareholder acknowledges and agrees that the -covenants and agreements contained in this Section 3 have been negotiated -in good faith by each of them.  Each of -Heritage, HBC and Shareholder further acknowledges that (i) the goodwill -associated with the existing vendors, customers, assets and employees of Diablo -prior to the transactions contemplated herein is an integral component of the -value of Diablo to Heritage and HBC and is reflected in the consideration to be -received by Diablo shareholders, including the Shareholder pursuant to this -Agreement, and (ii) the covenants and agreements contained in this -Section 3 are necessary to preserve the value of Diablo’s business and -proprietary properties for Heritage and HBC following the transaction.  Each of Heritage, HBC and Shareholder -acknowledges that the limitations of time, geography and scope of activity -agreed to in Section 3 are reasonable because, among other things:  (A) Heritage, HBC and Diablo are engaged -in a highly competitive industry and have their operations in the Restricted -Territory, (B) Shareholder had unique access to, and will continue to have -access to, Confidential Information, including trade secrets, and know-how of Diablo -and its business and proprietary properties, (C) Shareholder is receiving -significant consideration in connection with the transactions contemplated by -the Merger Agreement and this Agreement, and (D) this Agreement provides -no more protection than is necessary to protect Heritage’s and HBC’s interest -in the goodwill of Diablo and its business and proprietary properties, -Confidential Information and Diablo, Heritage and HBC trade secrets. -(e)           No Disparagement.  Shareholder will not, directly or indirectly, -disparage Heritage and HBC, the business formerly conducted by Diablo, the -business conducted by Heritage and HBC or any shareholder, director, officer, -employee or agent of Heritage or HBC; -(f)            Future Employer.  Shareholder will, during the Restrictive -Period, within ten days after accepting any employment, consulting engagement, -engagement as an independent contractor, partnership or other association that -might reasonably involve the Business, advise Heritage of the identity of the -new employer, client, partner or other Person with whom Shareholder has become -associated.  Following receipt of such -notice, if Heritage in its reasonable judgment determines that Shareholder’s -proposed association involves a Person engaged in the Business, Heritage may -serve notice upon each such Person that such Shareholder is bound by this -Agreement and furnish each such Person with a copy of this Agreement or -relevant portions thereof. -(g)           Separate Agreement.  The covenants of Shareholder contained in -this Section 3 shall each be construed independently of any other -provision in this Agreement, and the existence of any claim or cause of -3 - - -action of Shareholder -against Heritage or HBC whether predicated on this Agreement or otherwise, -shall not constitute a defense to the enforcement by Heritage or HBC of such -covenants. -(h)           Survival of -Covenants.  The covenants contained -in this Section 3 shall survive the termination of this Agreement by -either party hereto in accordance with the provisions of this Section 3. -4.             Conflict.  Shareholder represents and warrants to -Heritage and HBC that Shareholder has not executed any written agreement with -any other person or entity that would prohibit Shareholder from entering into -this Agreement.  Further, Shareholder -represents and warrants to Heritage and HBC that the execution of this -Agreement by Shareholder will not conflict with any obligations or duties which -Shareholder may have to prior employers or pursuant to any other agreement. -5.             Non-Disclosure of -Agreement.  Shareholder shall not -disclose the terms and provisions of this Agreement or any other document -executed in connection herewith except to Shareholder’s lawyers, accountants, -tax advisors and spouse or by law to any Person; provided that -Shareholder may disclose the non-competition and confidentiality covenants -contained in Section 3 of this Agreement to a prospective employer or -business partner with the prior written consent of Heritage. -6.             Successors and -Assigns.  This Agreement will be -binding upon Heritage and HBC and Shareholder and will inure to the benefit of -Heritage and HBC and its affiliates, successors and assigns. -7.             Waiver.  The rights and remedies of the parties to -this Agreement are cumulative and not alternative. Neither the failure nor any -delay by any party in exercising any right, power or privilege under this -Agreement will operate as a waiver of such right, power or privilege, and no -single or partial exercise of any such right, power or privilege will preclude -any other or further exercise of such right, power or privilege or the exercise -of any other right, power or privilege. To the maximum extent permitted by -applicable law, (a) no claim or right arising out of this Agreement can be -discharged, in whole or in part, by a waiver or renunciation of the claim or -right except in writing; (b) no waiver that may be given by a party will be -applicable except in the specific instance for which it is given; and (c) no -notice to or demand on one party will be deemed to be a waiver of any -obligation of such party, or of the right of the party giving such notice or -demand to require the other party, to take further action without notice or -demand as provided in this Agreement. -8.             Governing Law.  This Agreement will be governed by the laws -applied by courts of California to contracts entered into within that state by -parties residing within that state and having no connection to any other state. -9.             Jurisdiction; -Service of Process.  Any proceeding -arising out of or relating to this Agreement may be brought in the courts of -the State of California, or, if it has or can acquire jurisdiction, in the -United States District Court for the Northern District of California, and each -of the parties irrevocably submits to the exclusive jurisdiction of each such -court in any such proceeding, waives any objection it may now or hereafter have -to venue or to convenience of forum, agrees that all claims in respect of the -proceeding shall be heard and determined only in any such court and agrees not -to bring any proceeding arising out of or relating to this Agreement in any -other court.  The parties agree that -either or both of them may file a copy of this paragraph with any court as -written evidence of the knowing, voluntary and bargained agreement between the -parties irrevocably to waive any objections to venue or to convenience of -forum.  Process in any proceeding -referred to in the first sentence of this section may be served on any party as -required under California law. -10.           Severability.  Whenever possible, each provision and term of -this Agreement will be interpreted in a manner to be effective and valid, but -if any provision or term of this Agreement is held to be prohibited or invalid, -then such provision or term will be ineffective only to the extent of such -prohibition or invalidity, without invalidating or affecting in any manner -whatsoever the remainder of such provision or term or the remaining provisions -or terms of this Agreement. If any of the covenants set forth in Section 3 -of this Agreement are held to be unreasonable, arbitrary or against public -policy, such covenants will be considered divisible with respect to scope, time -and geographic area, and in such lesser scope, time and geographic area, will -be effective, binding and enforceable against Shareholder to the fullest extent -under California law. -4 - - -11.           Execution of -Agreement.  This Agreement may be -executed in one or more counterparts, each of which will be deemed to be an -original copy of this Agreement and all of which, when taken together, will be -deemed to constitute one and the same agreement.  The exchange of copies of this Agreement and -of signature pages by facsimile transmission shall constitute effective -execution and delivery of this Agreement as to the parties and may be used in -lieu of the original Agreement for all purposes.  Signatures of the parties transmitted by -facsimile shall be deemed to be their original signatures for all purposes. -12.           Section Headings, -Construction.  The headings of -sections in this Agreement are provided for convenience only and will not -affect its construction or interpretation. All references to “Section” or “Sections” -refer to the corresponding Section or Sections of this Agreement unless -otherwise specified. All words used in this Agreement will be construed to be -of such gender or number as the circumstances require. Unless otherwise -expressly provided, the word “Including” does not limit the preceding words or -terms. -13.           Notices.  All notices, consents, waivers and other -communications under this Agreement must be in writing and will be deemed to -have been duly given when (a) delivered by hand (with written confirmation of -receipt); (b) sent by facsimile (with written confirmation of receipt); or (c) -when received by the addressee, if sent by a nationally recognized overnight -delivery service (receipt requested), in each case to the appropriate addresses -and facsimile numbers set forth below (or to such other addresses and facsimile -numbers as a party may designate by notice to the other parties): -Shareholder:                                                                             James -Mayer -2596 Danville Blvd. -Alamo, CA 94501 -with a copy to:                                                                 Dylan -W. Wiseman -Littler Mendelson -2520 Venture Oaks Way, Suite 390 -Sacramento, CA -Facsimile:  (916) 561-0828 -Heritage and HBC:               Heritage -Commerce Corp -150 Almaden Blvd. -San Jose, California  95113 -Attn:  Walter T. Kaczmek -Facsimile: (408) 534-4940 -With copy to:                                                                      Buchalter -Nemer -1000 Wilshire Boulevard -Suite 1500 -Los Angeles, CA  90017-2457 -Attn:  Mark A. Bonenfant, Esq. -Facsimile:  (213) 896-0400 -14.           Recitals.  The recitals are incorporated herein and made -a part of this Agreement. -15.           Entire Agreement.  This Agreement constitutes the entire -agreement between the parties with respect to the subject matter of this -Agreement and supersedes all prior written and oral agreements and -understandings between the parties with respect to the subject matter of this -Agreement.  This Agreement may not be -amended except by a written agreement executed by the party to be charged with -the amendment. -[signature page follows] -5 - - -IN WITNESS WHEREOF, the parties hereto have executed -this Non-Compete, Non-Solicitation and Confidentiality Agreement on the date -first set forth above. - - - -  - - -HERITAGE COMMERCE CORP - - - - -  - - -  - - - - -  - - -  - - - - -  - - -By: - - -/s/ Walter T. Kaczmarek - - -  - - - - -  - - -  - - -Walter T. Kaczmarek - - -  - - - - -  - - -  - - -Chief Executive Officer - - -  - - - - -  - - -  - - - - -  - - -  - - - - -  - - -HERITAGE - BANK OF COMMERCE - - - - -  - - -  - - - - -  - - -  - - - - -  - - -By: - - -/s/.Walter T. Kaczmarek - - -  - - - - -  - - -  - - -Walter T. Kaczmarek - - -  - - - - -  - - -  - - -President - - -  - - - - -  - - -  - - - - -  - - -  - - - - -  - - -SHAREHOLDER - - - - -  - - -  - - - - -  - - -  - - - - -  - - -/s/ James Mayer - - -  - - - - -  - - -James Mayer - - - -  -6 - - - diff --git a/contract-nli/contract nli in txt/1053374_0001144204-18-062970_tv508217_ex-d2.txt b/contract-nli/contract nli in txt/1053374_0001144204-18-062970_tv508217_ex-d2.txt deleted file mode 100644 index 9850254471d32dbfef89a18efa86d366a2c83294..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1053374_0001144204-18-062970_tv508217_ex-d2.txt +++ /dev/null @@ -1,235 +0,0 @@ - - - - - -  -Exhibit (d)(2) -  -  - -  -  -NON-DISCLOSURE AGREEMENT -  - -  -This Non-Disclosure Agreement (the “Agreement”) -is made and entered into effective December 18, 2017 by and between Pareteum Corporation, a Delaware corporation having -its corporate address at:  100 Park Avenue, Suite 1600, New York City, New York 10017, USA (“TEUM”), and iPass -Inc., a Delaware corporation having its address at: 3800 Bridge Parkway, Redwood Shores, California 94065, USA (“iPass”), -either both of which may be hereinafter referred to as "the Party" or "the Parties." -  - -WHEREAS -  -The Parties desire to discuss certain business -transactions and to exchange information for the purpose of exploring a potential business relationship for the benefit of the -Parties and/or to sign a business contract that shall include confidential technical or business information of each Party or entitle -each Party to exchange information for the execution of this business contract. In order to facilitate these discussions and in -order for the Parties to receive from each other, either orally or in writing, certain technical and business information under -terms that will protect the confidential and proprietary nature of such information, the Parties have entered into this Agreement. -   -NOW THEREFORE, THE PARTIES AGREE AS -FOLLOWS; -  - -1.The Definition of "Confidential Information": The term "Confidential Information" -shall mean all information disclosed by one Party to the other Party, whether orally, in written, electronic or other format, and -whether disclosed by a Party’s agents, principals, employees or representatives, and whether to the other Party's agent's -principals, employees or representatives. “Confidential Information” shall include, without limitation, all ideas improvements, -inventions, methodologies, works and other innovations of any kind, authored, conceived, developed, made or reduced to practice -by the disclosing Party, whether or not eligible for copyright, patent, trademark, trade secret or other legal protection (including, -without limitation, formulas, processes, databases, mechanical and electronic hardware, electronic components, computers and their -parts, computer programs and their documentation, encoding techniques, marketing and new product plans, production, processes, -advertising, packaging and marketing techniques, marketing plans, product plans, technical plans, business strategies, strategic -alliances and partners, financial information, engineering data, methodologies and processes, forecasts, personnel information, -customer and prospective customer lists, trade secrets, product design, capabilities, specifications, the identify of potential -and actual customers, and suppliers and all documentation, materials and media provided by one Party to the other). -  - -2.Protection of "Confidential Information": In consideration of each Party's disclosure -of Confidential Information to the other Party, each Party agrees with respect to the Confidential Information received from the -other Party, that it: -  - -(a)shall maintain such Confidential Information in the strictest confidence; -  - - -Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United StatesTel. +1 (212) 984.1096www.Pareteum.comNYSE MKT: TEUM -  - -  - -(b)shall not disclose, transfer or otherwise make available any of such Confidential Information to -any third party, unless such Confidential Information must be disclosed for the purposes contemplated herein, or under legal compulsion -to disclose any such Confidential Information, in which event each Party shall, prior to such disclosure, obtain written consent -from the other Party and obtain from the third person a written agreement acknowledging the binding effect of these restrictions -regarding the Confidential Information; and -  - -(c)shall not directly, indirectly or in concert with any person, use the Confidential Information -for any purpose other than evaluating the prospective business relationship with the other Party in accordance with the introduction. -  -Each Party shall take reasonable -measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to -protect the receiving Party’s own confidential information. Confidential Information of the other Party may be provided to -a Party’s employees only on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom -such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee. -   - -3.Excluded Information: This Agreement shall not apply to any information: -  - -(a)that has been or which becomes publicly known, through no wrongful act of either Party; -  - -(b)which is required to be disclosed in order to comply with applicable law or regulation or with -any requirement imposed by judicial or administrative process or any governmental or court order. -  - -4.No Licenses or Warranties: Each Party’s Confidential Information and all rights thereto -shall remain such Party’s sole property. Each Party recognizes that the disclosure of Confidential Information by the disclosing -Party shall not be construed as granting any rights, by license or otherwise, concerning any Confidential Information, except as -may be explicitly created by this Agreement. Each Party acknowledges that the other Party’s Confidential Information includes -valuable trade secrets. Neither Party has any obligation to disclose Confidential Information to the other Party. NEITHER PARTY -MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CONDITION, FITNESS and MERCHANTABILITY, OR PERFORMANCE OF -ITS CONFIDENTIAL INFORMATION. -  - -5.Remedies: If either Party causes a disclosure of the other Party’s Confidential Information -in breach of the terms of this Agreement, the disclosing Party shall immediately report in writing the disclosure to the other -Party and shall save, defend, indemnify and hold the non-disclosing Party harmless from and against any and all liability and damages -suffered by the non-disclosing Party arising therefrom. In addition to the foregoing and without limitation thereof, the disclosing -Party shall cooperate in prosecuting any claims against third parties for unauthorized use of any Confidential Information. Each -Party acknowledges that unauthorized disclosure, use or disposition, whether actual or threatened, of any Confidential Information -shall cause irreparable harm, loss of business and significant injury to the disclosing Party, the scope of which would be difficult -to ascertain. Each Party agrees, therefore, that the disclosing Party has the right to obtain an immediate injunction against any -breach, threatened breach or attempted breach of this Agreement, in addition to any other remedies that may be available at law, -including without limitation, the recovery of expenses, costs and attorney’s fees arising out of such breach, threatened -breach or attempted breach. -  - -6.Return of "Confidential Information": All Confidential Information shall be returned -to the disclosing Parties promptly upon written request or, at the election of the disclosing Party, the Party that received the -Confidential Information shall certify said information has been destroyed and is no longer useable in any format. -  - - -Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United StatesTel. +1 (212) 984.1096www.Pareteum.comNYSE MKT: TEUM -  - -  - -7.Securities: Parties hereby acknowledge, covenant and agree that they are aware that United -States securities laws may prohibit any person who has material, non-public information about a company (including a Party) from -purchasing or selling, directly or indirectly, securities of a company (including the Parties), or from communicating such information -to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such -securities. -  - -8.Prohibition of Disclosure: Neither Party hereto -shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, -but not limited to, making representation in court pleadings, except as required by law, the discussions that gave rise to this -Agreement, the discussions or negotiations covered by this Agreement, this Agreement or the Confidential Information provided -pursuant to this Agreement, without first obtaining the prior written consent of the other Party. - -  - -9.Term, Assignment and Survival: This Agreement shall be valid unless terminated by mutual -written Agreement. Each Party’s obligations with respect to the Confidential Information, including but not limited to, sections -2,4,5,6 shall survive the termination of this Agreement and/or return of all Confidential Information from the latter date of either -termination or return of such information. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable -or otherwise transferable by either Party. -  - -10.Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance -with the laws of the State of New York, United States of America. In the event of any disputes arising under this Agreement, the -undersigned Parties without regard to any principles of conflicts of laws and waiving any defenses of forum non conveniens hereby -submit to the exclusive personal and subject matter jurisdiction of the State and Federal Courts situated in the Borough of Manhattan, -New York, New York. -   - -11.Waiver: No failure by either Party to exercise any rights arising from default by the other -Party shall impair that right or constitute a waiver of it. No waiver by either Party of any covenant to be performed by the other -shall constitute a waiver of any later breach of covenant. -  - -12.Counterparts: This Agreement may be executed in two signed copies, each of which when taken -together shall be deemed but one original. -  - -13.Severability: The validity or unenforceability of any provision or provisions of this Agreement -shall no affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. -  - -14.Entire Agreement; Amendment: This Agreement contains the entire understandings between and -among the Parties and supersedes any prior understanding and agreements among them respecting the subject matter hereof. No amendment -to this Agreement shall be valid unless set forth in writing and signed by both Parties. -  - -15.Notices: All notices required or permitted hereunder shall be in writing and shall be sent -by nationally recognized overnight courier service, or by registered or certified mail, to the addresses stated in the heading -of this Agreement. Unless otherwise specified, notices shall be deemed given when the return receipt is received. -  - -16.Non-solicitation/Non-circumvention. iPass understands, acknowledges and agrees, AS -A MATERIAL INDUCEMENT FOR TEUM TO MAKE AND ENTER INTO THIS AGREEMENT, that with respect to any customer or prospective customer -opportunities that are identified by TEUM (collectively, the “TEUM Leads”) to iPass, that iPass shall -not negotiate directly or indirectly solicit or otherwise attempt to cause the TEUM Leads enter into any form of agreement with -iPass without the consent of TEUM, which consent may be given or withheld in TEUM’s sole discretion. In addition to the foregoing, -and without limitation thereof, iPass shall not circumvent or otherwise engage in any form of direct or indirect communications -with any TEUM Leads without the prior written approval of TEUM, which approval may be given or withheld in TEUM’s sole discretion. -  -[REMAINDER -OF PAGE LEFT BLANK. SIGNATURES ON FOLLOWING PAGE.] -  - - -Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United StatesTel. +1 (212) 984.1096www.Pareteum.comNYSE MKT: TEUM -  - -  -[SIGNATURE -PAGE TO NON-DISCLOSURE AGREEMENT] -  -  -IN -WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the -date and year written above. -  -  - - - -Pareteum Corporation -  -  -/s/ Denis McCarthy -Name: Denis McCarthy -   -Title: SVP Corporate Developement -   -Date: February 15, 2018 -  - -iPass: -  -  -/s/ Darin Vickery   -Name: Darin VIckery -  -Title: CFO  -  -Date: December 20, 2017 -  -Email: ............................................ - -  - - -Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United StatesTel. +1 (212) 984.1096www.Pareteum.comNYSE MKT: TEUM - -  - diff --git a/contract-nli/contract nli in txt/1053949_0001005150-98-000126_document_8.txt b/contract-nli/contract nli in txt/1053949_0001005150-98-000126_document_8.txt deleted file mode 100644 index 33845f74f017471d7ea24962d77ebecf5e3d72e1..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1053949_0001005150-98-000126_document_8.txt +++ /dev/null @@ -1,99 +0,0 @@ - - Schedule E - - NON-DISCLOSURE AGREEMENT - -I. Non-Disclosure - - In connection with services now or in the future performed by the - undersigned for Goldman, Sachs & Co. or for any subsidiary or affiliate of - Goldman, Sachs & Co. (collectively called "Goldman Sachs"), the undersigned - may have access to non-public information or materials describing or - relating to Goldman Sachs or its clients, or third parties to whom Goldman - Sachs has a duty of confidentiality, including materials describing or - relating to the business affairs, policies or procedures of Goldman Sachs - or its clients or such third parties; formulas; strategies; methods; - processes; computer materials including source or object codes, data files, - computer listings, computer programs, and other computer materials - (regardless of the medium in which they are stored); or other information - ("Confidential Information"). With respect to such Confidential - Information, the undersigned acknowledges and agrees as follows: - - 1. The undersigned will hold Confidential Information in strict confidence -and will not, nor will it permit any agent, servant or employee to, copy, -reproduce, sell, assign, license, market, transfer or otherwise dispose of, give -or disclose Confidential Information to any person, firm or corporation -including any partner or employee of Goldman Sachs who does not have a need to -know the Confidential Information. - - 2. Upon the termination of the services to be performed by the undersigned -(or earlier if requested by Goldman Sachs), the undersigned shall return to -Goldman Sachs all copies of documents, papers or other material relating to -Goldman Sachs or obtained or developed in the course of performing services for -Goldman Sachs, or containing or derived from Confidential Information which are -in the undersigned's possession, together, if requested by Goldman Sachs, with a -certificate signed by the undersigned, in form and substance satisfactory to -Goldman Sachs, to the effect that all such Confidential Information has been -returned. - -II. Non-Promotion - - The undersigned agrees that the undersigned will not, without the prior - written consent of Goldman Sachs in each instance: (a) use in advertising, - publicity or otherwise the name of Goldman Sachs or any trade name, - trademark, trade device, servicemark, symbol or any abbreviation, - contraction or simulation thereof owned by Goldman Sachs; or (b) represent, - directly or indirectly, that any product or any service provided by the - undersigned has been approved or endorsed by Goldman Sachs. - - - 28 - - - -III. Non-Employment - - The undersigned affirms that the undersigned is not an employee of Goldman - Sachs for any purpose and that the undersigned is not entitled to exercise - any rights, or seek any benefit, accruing to the regular employees of - Goldman Sachs by virtue of the services rendered by the undersigned to - Goldman Sachs or otherwise. The undersigned agrees to provide any - assistance necessary to Goldman Sachs in investigating any illegal or - fraudulent activities, security breaches or similar situations. - -IV. Background Check and Testing - - The undersigned agrees that in connection with performing the services - contemplated by this Agreement, he or she may be subject to a background - check, including employers, education, credit, criminal public record, drug - screen or other checking or testing, and the undersigned consents to the - foregoing. The undersigned hereby releases Goldman Sachs, its employees and - agents from any and all liability or claims arising from such checking and - testing and the use and reporting of the results thereof except for those - arising due to the negligence of Goldman Sachs. - - The obligations created by this Agreement shall survive the termination of -the services of the undersigned. The undersigned acknowledges that any -violation, breach or other failure on the undersigned's part to strictly comply -with this Agreement could materially adversely affect Goldman Sachs and its -business, thus giving rise to suit for monetary damages and/or injunctive relief -for such violation, breach or other failure. - - - /s/ Michael R. Cunningham - ----------------------------------- - (Signature) - - - Michael R. Cunningham - ----------------------------------- - (Print Name) - - - ----------------------------------- - (Date) - - - - - 29 diff --git a/contract-nli/contract nli in txt/1061148_0001047469-98-018914_document_17.txt b/contract-nli/contract nli in txt/1061148_0001047469-98-018914_document_17.txt deleted file mode 100644 index cf460b8d5122513fdd56043a3ebed28c7cf49d78..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1061148_0001047469-98-018914_document_17.txt +++ /dev/null @@ -1,250 +0,0 @@ - - EXHIBIT 10.16 - - - NON-DISCLOSURE, ASSIGNMENT OF - INVENTIONS AND NON-COMPETITION AGREEMENT - -Employee Name: Kevin Bennis - -Date: February 2, 1998 - - WHEREAS, certain investors have agreed to provide financing (the -"Financing") to Pathnet, Inc. (the "Company") subject to the terms of that -certain Investment and Stockholders' Agreement, dated October 31, 1997 (the -"Investment and Stockholders' Agreement"), by and among the Company, David -Schaeffer and the investors identified therein (the "Investors"); - - WHEREAS, such Financing will significantly benefit the Company and -indirectly benefit the above-named Employee, as a stockholder of the Company; -and - - WHEREAS, this Non-Disclosure, Assignment of Inventions and Non-Competition -Agreement (this "Agreement") is a condition to the Investment and Stockholders' -Agreement. - - NOW THEREFORE, in consideration of the foregoing and the mutual covenants -and agreements hereinafter set forth, the parties hereto agree as follows: - - 1. NON-DISCLOSURE OBLIGATION. I understand and agree that my employment -creates a relationship of confidence and trust between me and the Company with -respect to (a) all proprietary and confidential information of the Company, and -(b) the confidential information of others with which the Company has a business -relationship. The information referred to in clauses (a) and (b) of the -preceding sentence is referred to in this Agreement, collectively, as -"Confidential Information." I will not at any time, whether during or after the -termination of employment, for any reason whatsoever (other than to promote and -advance the business of the Company), reveal to any person or entity (both -commercial and non-commercial) or use for any purpose other than the furtherance -of the Company's business interests any of the trade secrets or Confidential -Information, including, but not limited to, the Company's research and -development activities, marketing plans and strategies, pricing and costing -policies, customer and supplier lists, and business or financial information of -the Company so far as they have come or may come to my knowledge, except as may -be required in the ordinary course of performing my duties as an employee of the -Company. This restriction shall not apply to: (i) information that may be -disclosed generally or is in the public domain through no fault of mine; (ii) -information received from a third party outside the Company that was disclosed -without a breach of any confidentiality obligation; or (iii) information that -may be required by law or an order of any court, agency or proceeding to be -disclosed, provided that such disclosure is subject to all applicable -governmental or judicial protection available for like material, and I agree to -provide the Company with prior notice of any such disclosure. I shall keep -secret all matters of such nature entrusted to me and shall not use or disclose -any such information in any manner. - - - 1 - - - 2. ASSIGNMENT OF INVENTIONS. I expressly understand and agree that any -and all right or interest I have or obtain in any designs, trade secrets, -technical specifications, technical data, know-how and show-how, internal -reports and memoranda, marketing plans, inventions, concepts, ideas, -expressions, discoveries, improvements, copyrights, and patent or patent rights -conceived, devised, developed, reduced to practice, or which I otherwise have or -obtain during the term of this Agreement which relates to the business of the -Company or arise out of my employment with the Company are expressly regarded as -"works for hire" (the "Inventions"). - - I hereby assign to the Company the sole and exclusive right to such -Inventions. I agree that I will promptly disclose to the Company any and all -such Inventions, and that, upon request of the Company, I will execute and -deliver any and all documents or instruments and take any other action which the -Company shall deem necessary to assign to and vest completely in the Company, to -perfect trademark, copyright and patent protection with respect to, or to -otherwise protect the Company's trade secrets and proprietary interest in such -Inventions. The obligations of this Section shall continue beyond the -termination of my employment with respect to such Inventions conceived of or -made by me during the term of this Agreement. The Company agrees to pay any and -all copyright, trademark and patent fees and expenses or other costs incurred by -me for any assistance rendered to the Company pursuant to this Section. - - My obligation to assign Inventions shall not apply to any invention about -which I can prove that: (i) it was developed entirely on my own time and effort; -(ii) no equipment, supplies, facilities, trade secrets or confidential -information of the Company was used in its development; (iii) it does not relate -to the business of the Company or to the Company's actual or anticipated -research and development, and (iv) it does not result from any work performed by -me for the Company. - - 3. DOCUMENTS, RECORDS, ETC. All documents, records, apparatus, equipment -and other physical property, whether or not pertaining to Confidential -Information, which are furnished to me by the Company or are produced by me in -connection with my employment will be and remain the sole property of the -Company. I will return to the Company all such materials and property as and -when requested by the Company. In any event, I will return all such materials -and property immediately upon termination of my employment for any reason. I -will not take with me any such material or property or any copies thereof upon -such termination. - - 4. NON-COMPETITION COVENANT. While I am employed by the Company and for -a period of two (2) years after the termination or cessation of such employment -for any reason, I shall not, without the Company's prior written consent, -directly or indirectly, alone or as a partner, joint venturer, officer, -director, employee, consultant, agent, independent contractor or stockholder of -any company or business, engage in any business activity which is or may -reasonably be construed to be competitive with the "PathNet Business." For -purposes of this Agreement, the "PathNet Business" shall mean the business of -installing, constructing, aggregating and linking digital capacity and marketing -and selling the bulk - - - 2 - - -telecommunications capacity and services created by such systems. My ownership -of not more than one(1%) percent of the shares of any class of stock of any -corporation which is actively traded on a national securities exchange or on -NASDAQ shall not be deemed, in and of itself, to violate the prohibitions of -this paragraph. I understand that the restrictions set forth in this Section -are intended to protect the Company's valid business interests and agree that -such restrictions are reasonable and appropriate for this purpose. - - 5. NON-SOLICITATION. During my employment with the Company and for a -period two (2) years thereafter, I will not encourage any employee of the -Company to terminate their employment with the Company, nor solicit nor hire any -employee of the Company for employment by any corporation or any other -commercial enterprise other than the Company, unless first approached in writing -by the Company employee. I understand that the restrictions set forth in this -Section are intended to protect the Company's valid business interests and agree -that such restrictions are reasonable and appropriate for this purpose. - - 6. RESTRICTIONS ON CORPORATE OPPORTUNITIES. During my employment with -the Company and for a period of two (2) years thereafter, I will not pursue, -engage in or have an interest in other business ventures or opportunities which -are or may reasonably be construed to be competitive with the "PathNet -Business." In addition, I will be obligated to present any telecommunications -business or investment opportunity arising out of the Company's operations to -the Company, and the Company shall have the exclusive right to pursue such -business or investment opportunity. - - 7. ABSENCE OF CONFLICTING AGREEMENTS. I understand the Company does not -desire to acquire from me any trade secrets, know-how or confidential business -information that I may have acquired from others. I represent that I am not -bound by any agreement or any other existing or previous business relationship -which conflicts with or prevents the full performance of my duties and -obligations to the Company under this Agreement or otherwise during the course -of my employment. - - 8. NO EMPLOYMENT OBLIGATION. Other than the provisions of Section 9 -hereof, I understand that this Agreement does not create an obligation on the -part of the Company to continue my employment with the Company. I am employed -as an employee "at will". - - 9. SEVERANCE. If I am terminated for any reason, in consideration for -the Non-competition covenant and the other covenants and agreements set forth in -the Agreement, I will receive a salary of $275,000 per annum for one year after -such termination payable in bi-weekly installments in accordance with the -Company's payroll procedures. - - 10. REMEDIES UPON BREACH. I agree that it would be difficult to measure -any damages caused to the Company which might result from any breach by me of -the promises set forth in this Agreement, and that, in any event, money damages -would be an inadequate remedy for any such breach. Accordingly, I agree that if -I breach or propose to breach any portion of this Agreement, the Company shall -be entitled, in addition to all other remedies - - - 3 - - -that it may have, to an injunction or other appropriate equitable relief to -restrain any such breach without showing or proving any actual damage to the -Company. - - 11. BINDING EFFECT. This Agreement will be binding upon me and my heirs, -executors, administrators and legal representatives and will inure to the -benefit of the Company, any subsidiary of the Company, and its and their -respective successors and assigns. My obligations under this Agreement shall -survive the termination of my relationship with the Company regardless of the -manner of such termination. - - 12. ENFORCEABILITY. If any portion or provision of this Agreement is to -any extent declared illegal or unenforceable by a court of competent -jurisdiction, then the remainder of this Agreement, or the application of such -portion or provision in circumstances other than those as to which it is so -declared illegal or unenforceable will not be affected thereby, and each portion -and provision of this Agreement shall be valid and enforceable to the fullest -extent permitted by law. In the event that any provision of this Agreement is -determined by any court of competent jurisdiction to be unenforceable by reason -of excessive scope as to geographic, temporal or functional coverage, such -provision will be deemed to extend only over the maximum geographic, temporal -and functional scope as to which it may be enforceable. - - 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement -between the Company and myself with respect to the subject matter hereof, and -supersedes all prior representations and agreements with respect to such subject -matter. This Agreement may not be amended, modified or waived except by a -written instrument duly executed by the person against whom enforcement of such -amendment, modification or waiver is sought. The failure of any party to -require the performance of any term or obligation of this Agreement or the -waiver by any party of any breach of this Agreement in any particular case will -not prevent any subsequent enforcement of such term or obligation or to be -deemed a waiver of any separate or subsequent breach. - - 14. THIRD-PARTY BENEFICIARIES. This Agreement is being entered into at -the request of the Investors and such Investors are intended to be third-party -beneficiaries hereunder with full power to enforce the terms hereof. - - 15. NOTICES. Any notices, requests, demands and other communications -provided for by this Agreement will be sufficient if in writing and delivered in -person, or sent by registered or certified mail, postage prepaid, to me at the -last address which I have filed in writing with the Company or, in the case of -any notice to the Company, at its main offices to the attention of its Chief -Executive Officer. - - 16. GOVERNING LAW. This Agreement shall be construed under and be -governed in all respects by the laws of the District of Columbia. - - - - 4 - - -I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ IT -CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY. - - - /s/ Kevin Bennis - --------------------------- - Kevin Bennis - -Accepted and Agreed to by -PATHNET, INC. - - -By: /s/ Richard A. Jalkut - ------------------------ -Name: -Title: - - - - - - - - - - 5- \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1062478_0001193125-14-442753_d838170dex3.txt b/contract-nli/contract nli in txt/1062478_0001193125-14-442753_d838170dex3.txt deleted file mode 100644 index 5a79b28b78efc811fd04f3eb2eded54e3f110dc7..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1062478_0001193125-14-442753_d838170dex3.txt +++ /dev/null @@ -1,105 +0,0 @@ - -EX-3 - - -Exhibit 3 -MUTUAL NON-DISCLOSURE AGREEMENT -This Mutual Non-Disclosure Agreement (the “Agreement”) is made by and between Actuate Corporation, a Delaware corporation with its -principal place of business located at 951 Mariners Island Boulevard, San Mateo, CA 94404 (“Actuate”), and Open Text Corporation, a corporation incorporated pursuant to the laws of Canada, with its principal place of business located at -275 Frank Tompa Drive, Waterloo, ON N2L OA1 (“Company”). Actuate and Company intend to discuss a potential business relationship. Each -undersigned party (the “Receiving Party”) and their respective directors, officers, employees, agents, or advisors (including, without limitation, legal advisors, accountants, consultants, bankers, and financial advisors) and potential -sources of financing (collectively, “Representatives”) understands that during these discussions the other party (the “Disclosing Party’’) may disclose Proprietary Information (as defined herein) relating to the Disclosing -Party’s business. In consideration of the parties’ discussions and any access the Receiving Party may have to Proprietary Information of the -Disclosing Party, the Receiving Party hereby agrees as follows: 1. As used herein, the term “Proprietary Information” refers to -any and all Information of a confidential, proprietary, or secret nature which is applicable to or related In any way to (i) the business, present or future, of the Disclosing Party, (ii) the research and development or investigations of -the Disclosing Party or (iii) the business of any customer of the Disclosing Party; provided, in each case, that such information is delivered to the Receiving Party by the Disclosing Party and (a) is marked or -identified in writing as “Confidential”, (b) if verbal or visual disclosure, is identified as “Confidential” in a writing within ten (10) business days of such disclosure, or (c) is information that the Receiving -Party actually knew or reasonably should have known was confidential. Proprietary Information may include, for example and without limitation, the product offering, content partners, product pricing, product availability, computer programs, -technical drawings, algorithms, processes, ideas, schematics, trade secrets, processes, formulas, data, know-how, improvements, inventions (whether patentable or not), techniques, marketing plans, forecasts and strategies, and information concerning -customers or vendors. Proprietary Information shall also include all information of a like nature owned by any other person and furnished to the Disclosing Party by such other person pursuant to an undertaking by the Disclosing Party to maintain the -same in confidence. 2. The Receiving Party agrees (a) to hold the Disclosing Party’s Proprietary Information In strict -confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions that Receiving Party employs with respect to its confidential materials), (b) not to divulge any such -Proprietary Information or any information derived therefrom to any third person without prior written permission of the Disclosing Party, excluding disclosure to Representatives, (c) not to make any use whatsoever at any time of such -Proprietary Information except to evaluate internally whether to enter into the contemplated business relationship with the Disclosing Party, and (d) not to copy or reverse engineer any such Proprietary Information. Any employee given access to -any such Proprietary Information must have a legitimate “need to know” and be subject to restrictions on disclosure of Proprietary Information practically identical to the terms set forth herein. Without granting any right or license, the -Disclosing Party agrees that the foregoing clauses (a), (b) and (c) shall not apply with respect to any information that (i) is or (through no improper action or inaction by the Receiving Party or any agent, consultant or employee) -becomes generally available to the public, or (ii) was or is rightfully in Receiving Party’s possession or the possession of any of its Representatives or was known by it or its Representatives without restriction prior to receipt from the -Disclosing Party, or (iii) was or is rightfully disclosed to Receiving Party or any of its Representatives by a third party provided the Receiving Party complies with restrictions imposed by the third party, or (iv) was or is independently -developed without - - - -use of any Proprietary Information of the Disclosing Party. The Receiving Party and its Representatives may make disclosures required by court order or any legal or judicial process, without any -liability hereunder, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate In the proceeding to the extent legally -permissible and reasonably practicable. 3. Promptly upon receipt of a written request by the Disclosing Party at any time (which will be -effective if actually received or three days after mailed first class postage prepaid to the Receiving Party’s address herein), the Receiving Party will turn over to the Disclosing Party, or, at its sole discretion, destroy and certify to the -Receiving party in writing the destruction of all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof; provided, however, the Company and -its Representatives shall not be obligated to return or destroy Proprietary Information to the extent otherwise required by law, regulation, rule or practice governing professionals or any internal compliance policy or procedure required by law, -regulation rule of practice governing professionals. The Receiving Party understands that nothing requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be -disclosed. 4. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or -business relationship contemplated by this Agreement. 5. The parties acknowledge and agree that due to the unique nature of the possible -transaction between the parties, there can be no adequate remedy at law for any material breach of this Agreement, that any such breach may allow the breaching party or third parties to unfairly compete with the non-breaching party, resulting in -irreparable harm to the non-breaching party, and therefore, that upon any such breach or any threat thereof, the non-breaching party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The -Receiving Party will notify the Disclosing Party In writing immediately upon the occurrence of any unauthorized release or other breach of which it is aware. -6. The parties expressly agree that neither the terms or conditions of this Agreement, nor the discussions held by the parties to address the -feasibility of a potential business relationship shall be construed as to prevent either party from pursuing similar discussions with third parties in similar markets or obligate either party to take, continue or forgo any action relating to the -above-mentioned discussions. Further, nothing in this Agreement shall be construed as prohibiting or restricting either party from independently developing, acquiring, and marketing products, services, and other materials, which are similar to or -competitive In any geographic area and in any form with the other party’s product(s) or service(s). However, this paragraph shall not be deemed to grant to either party any license under the other party’s copyrights or patents. -7. During the one year period commencing on the date of this Agreement, the Company will not solicit or seek to employ any key employee or -executive officer of Actuate or any subsidiary or other affiliate of Actuate with whom the Company had contact or became aware of in connection with the possible transaction; provided, however, that the foregoing provisions shall not prohibit the -solicitation or employment of any such person (i) resulting from general advertisements for employment conducted by the Company (including any recruitment efforts conducted by any recruitment agency, provided that the Company has not directed -such recruitment efforts at such person), (ii) if such person approaches the Company on an unsolicited basis or (iii) following the cessation of such person’s employment with Actuate without any solicitation or encouragement by the -Company. - - -8. From the date of this Agreement until May 31 , 2015 (the “Standstill Period”) -the Company will not, in any manner, directly or indirectly through any third party: (a) make, effect, initiate, cause or participate in -(i) any acquisition of beneficial ownership of any securities of Actuate or any securities of any subsidiary or other affiliate of Actuate, (ii) any acquisition of any assets of Actuate or any assets of any subsidiary or other affiliate of -Actuate, (iii) any tender offer, exchange offer, merger. business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Actuate or any subsidiary or other affiliate of Actuate, or -involving any securities or assets of Actuate or any securities or assets of any subsidiary or other affiliate of Actuate, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities -and Exchange Commission) or consents with respect to any securities of Actuate; (b) form, join or participate in a “group” (as -defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Actuate; -(c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Actuate; -(d) take any action that might require Actuate to make a public announcement regarding any of the types of matters set forth in clause -“(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action -referred to in clause “(a) “, “(b)”, “(c)” or “(d)” of this sentence; or (f) assist, induce or -encourage any other individual and any corporation, partnership, entity, group, tribunal or governmental authority (“Person”) to take any action of the type referred to In clause “(a)”, “(b)”, “(c)”, -“(d)” or “(e)” of this sentence. (g) enter into any discussions, negotiations, arrangement or agreement with any other -Person relating to any of the foregoing; or Notwithstanding the foregoing, the Company is permitted to purchase any securities that does not in any event -result in an aggregate ownership by the Company of more than 5% of the outstanding amount of any class of securities of Actuate or of any subsidiary or other affiliate of Actuate. Further, and notwithstanding the foregoing, the Company shall not be -prohibited from (i) making any proposal to the board of directors of Actuate, which would not reasonably be expected to require a public announcement by Actuate or (ii) requesting that Actuate, directly or indirectly, waive or amend any of -the provisions of this Section 8. Finally, and notwithstanding the foregoing, Actuate acknowledges and agrees that any non-disclosure agreement it or its affiliates have entered into or will enter into with a Person to explore a potential -transaction for the sale of more than 50% of the outstanding voting equity securities of Actuate, or a sale of substantially all of the assets of Actuate, has or will have “standstill” provisions similar or substantially similar to the -provisions set forth above in this Section 8 applicable to the Company. - - -9. This Agreement shall expire and cease to have any force or effect on the earlier of -(i) eighteen months from the date hereof or (ii) the date of consummation of a transaction between the parties. 10. In the -event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that -this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of California without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior discussions and -writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable costs and attorneys’ fees. No waiver or -modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. -IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below. -[Signature page follows.] - - -Date: July 24, 2014   - - - - - - - ACTUATE CORPORATION   -By: /s/ Thomas McKeever                 -  Name: Thomas -McKeever                   -Title: SVP, GC, Corp. Dev. & Sec. -  - OPEN TEXT CORPORATION   -By: /s/ Gordon A. Davies             -  Name: Gordon A. -Davies               -Title: Chief Legal Officer & -          Corporate Secretary - diff --git a/contract-nli/contract nli in txt/1062579_0000950123-99-005018_document_3.txt b/contract-nli/contract nli in txt/1062579_0000950123-99-005018_document_3.txt deleted file mode 100644 index 70dc121e084656d91d194c2733363881e82ae072..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1062579_0000950123-99-005018_document_3.txt +++ /dev/null @@ -1,384 +0,0 @@ - - - EXHIBIT C - NDA FOR AUDITORS - - NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT - - THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT - - ("Agreement") is made as of the __________ day of __________, __________ - - BETWEEN: - - AMDOCS INC., a corporation organized and existing under the laws of the - State of Missouri, having its principal offices at 1610 Des Peres Rd, MO - (hereinafter referred to as "AMDOCS"); - - AND - - __________ a __________ [corporation, partnership, etc.] organized and - existing under the laws of __________, having its principal offices at - __________ (hereinafter referred to as the "Receiving Party"). - - WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or - author of and/or has the right to license certain valuable proprietary - routines, computer programs, documentation, trade secrets, systems, - methodology, know-how, marketing and other commercial knowledge, - techniques, specifications, plans and other proprietary information, - whether in oral, written, graphic, electronic, or any other form or medium - whatsoever, including any related ideas and look-and-feel, which are - referred to in this Agreement as "the AMDOCS Proprietary Information"; and - - WHEREAS SBC OPERATIONS, INC. ("SBC") would like the Receiving Party to - provide it with certain services the "Services"); and - - WHEREAS in order to perform the Services, the Receiving Party must have - access to the AMDOCS Proprietary Information, and AMDOCS agrees to provide - the Receiving Party with such access to the AMDOCS Proprietary - Information, subject to the Receiving Party first obligating itself to - confidentiality by signing this Agreement. - - NOW THEREFORE, the parties agree as follows: - -1. In this Agreement, "AMDOCS Confidential Information" means the software - and any other AMDOCS Proprietary Information received by the Receiving - Party from SBC or Amdocs where the AMDOCS Proprietary Information is - clearly so marked or where the Receiving Party has otherwise been made - aware that the AMDOCS - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 104 - -77- - - - Proprietary Information is confidential. For greater certainty, if AMDOCS - notifies the Receiving Party that certain AMDOCS Proprietary Information - already disclosed is confidential, that AMDOCS Proprietary Information - shall become AMDOCS Confidential Information under this Agreement. - -2. The Receiving Party agrees to hold in confidence the AMDOCS Confidential - Information, including derivatives thereof in any form (e.g., reports or - analyses relating to such information, whether or not provided by AMDOCS), - and to refrain from copying, distributing, disseminating or otherwise - disclosing the AMDOCS Confidential Information to anyone, other than to - employees of the Receiving Party who have a need to know such information - for purposes of performing the Services. - -3. Furthermore, the Receiving Party hereby undertakes: - -(a) not to use the AMDOCS Confidential Information for any purposes other than - performance of the Services; - -(b) not to sell, grant, make available to, or otherwise allow the use of the - AMDOCS Confidential Information by any third party, directly or - indirectly; and - -(c) not to use, directly or indirectly, the AMDOCS Confidential Information in - the development and/or sale of software systems, for itself or for a third - party, and/or in the provision of any services to a third party, except - for the Services to be provided by the Receiving Party to SBC. - -4. Upon the termination or expiration of this Agreement for any reason or - upon the conclusion of the Services and/or at the request of AMDOCS, the - Receiving Party shall: - -(a) return to AMDOCS any document or other material in tangible form in its - possession being part of the AMDOCS Confidential Information; and - -(b) destroy any document or other material in tangible form that contains the - AMDOCS Confidential Information together with confidential and/or - proprietary information of a third party, and confirm such destruction in - writing to AMDOCS. - -5. Disclosure of the AMDOCS Confidential Information to the Receiving Party - may be made in writing or other tangible form, electronically, or by - demonstration of any product - -6. Disclosure of the AMDOCS Confidential Information to the Receiving Party - shall in no way serve to create, on the part of the Receiving Party, a - license to use, or any proprietary right in, the AMDOCS Confidential - Information or in any other proprietary product, trade mark, copyright or - other right of AMDOCS. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 105 - -78- - - -7. Any use by the Receiving Party of the AMDOCS Confidential Information - permitted under this Agreement is conditioned upon the Receiving Party - first taking the safeguards and measures required to secure the - confidentiality of such Proprietary Information. Without limiting the - generality of the foregoing, the Receiving Party shall draw to the - attention of its employees who will have access to the AMDOCS Confidential - Information, all the obligations concerning the AMDOCS Confidential - Information contained in this Agreement, and shall require each and every - such employee to sign a written acknowledgment with respect to such - obligations substantially in the form of the Annex attached hereto and - made a part hereof. - -8. The confidentiality obligations of the Receiving Party regarding the - AMDOCS Confidential Information shall have not apply to such information - which: - -(a) becomes public domain without fault on the part of the Receiving Party; - -(b) is lawfully obtained by the Receiving Party from any source other than - AMDOCS, free of any obligation to keep it confidential; - -(c) is previously known to the Receiving Party without an obligation to keep - it confidential, as can be substantiated by written records; - -(d) is expressly released in writing from such obligations by AMDOCS; or - -(e) is required to be disclosed pursuant to law, regulation, judicial or - administrative order, or request by a governmental or other entity - authorized by law to make such request; provided, however, that the - Receiving Party first notifies AMDOCS to enable it to seek relief from - such requirement, and renders reasonable assistance requested by AMDOCS - (at AMDOCS' expense) in connection therewith. - -9. This Agreement shall be in full force and effect for a period of seven (7) - years commencing on the date first stated above. However, the provisions - of Section 2(c) above shall survive the termination and/or expiration of - this Agreement for any reason. - -10. The Receiving Party acknowledges that a breach of this Agreement may cause - AMDOCS extensive and irreparable harm and damage, and agrees that AMDOCS - shall be entitled to injunctive relief to prevent use or disclosure of its - Proprietary Information not authorized by this Agreement, in addition to - any other remedy available to AMDOCS under applicable law. - -11. This Agreement constitutes the entire agreement between the parties and - supersedes any prior or contemporaneous oral or written representation - with regard to the subject matter hereof. This Agreement may not be - modified except by a written instrument signed by both parties. - -12. If, however, any provision of this Agreement is determined to be invalid - or unenforceable, such invalidity or unenforceability shall not invalidate - or render - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 106 - -79- - - - unenforceable the entire Agreement, but rather the entire Agreement shall - be construed as if not containing the particular invalid or unenforceable - provision or provisions, and the rights and obligations of the parties - shall be construed and enforced accordingly. In addition, the parties - hereby agree to co-operate with each other to replace the invalid or - unenforceable provision(s) with a valid and enforceable provision(s) which - will achieve the same result (to the maximum legal extent) as the - provision(s) determined to be invalid or unenforceable. - -13. This Agreement shall be governed and construed under the laws of the State - of New York, USA without giving effect to its provisions regarding - conflicts of law. - - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of - the date first stated above. - -AMDOCS, INC. ____________________________________ - - -By:______________________________ By:_________________________________ - - -Name:____________________________ Name:____________________________ - -Title:___________________________ Title:___________________________ - -Date:____________________________ Date:____________________________ - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 107 - -80- - - - [Annex To Non-Disclosure and Confidentiality Agreement] - - ACKNOWLEDGMENT OF NON-DISCLOSURE OBLIGATIONS - -I have read and understand the Non-Disclosure and Confidentiality Agreement -dated ___________ between AMDOCS INC. and ____________, and agree to be bound by -all the provisions of that Agreement as if I were a party thereto. - - - ___________________________________ - Signature - - ___________________________________ - Name - - ___________________________________ - Employer - - ___________________________________ - Title - - ___________________________________ - Date - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 108 - -81- - - - EXHIBIT D - EXECUTIVE ORDERS AND ASSOCIATED REGULATIONS - -Work under this contract may be subject to the provisions of certain Executive -Orders, federal laws, state laws, and associated regulations governing -performance of this contract including, but not limited to: Executive Order -11246, Executive Order 11625, Executive Order 11701, and Executive Order 12138, -Section 503 of the Rehabilitation Act of 1973 as amended and the Vietnam Era -Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive -Orders, federal laws, state laws, and associated regulations apply to the work -under this contract, and only to that extent, Contractor agrees to comply with -the provisions of all such Executive Orders, federal laws, state laws, and -associated regulations, as now in force or as may be amended in the future, -including, but not limited to the following: - -1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT - CONTRACTORS - - In accordance with 41 C.F.R.ss.60-1.4(a), the parties incorporate herein -by this reference the regulations and contract clauses required by that section, -including but not limited to, Contractor's agreement that it will not -discriminate against any employee or applicant for employment because of race, -color, religion, sex, or national origin. The Contractor will take affirmative -action to ensure that applicants are employed, and that employees are treated -during employment, without regard to their race, color, religion, sex, or -national origin. - -2. AGREEMENT OF NON SEGREGATED FACILITIES - - In accordance with 41 C.F.R.ss.60-1.8, Contractor agrees that it does not -and will not maintain or provide for its employees any facilities segregated on -the basis of race, color, religion, sex, or national origin at any of its -establishments, and that it does not and will not permit its employees to -perform their services at any location, under its control, where such segregated -facilities are maintained. The term "facilities" as used herein means waiting -rooms, work areas, restaurants and other eating areas, time clocks, rest rooms, -wash rooms, locker rooms and other storage or dressing areas, parking lots, -drinking fountains, recreation or entertainment areas, transportation, and -housing facilities provided for employees; provided, that separate or -single-user restroom and necessary dressing or sleeping areas shall be provided -to assure privacy between the sexes. - -3. AGREEMENT OF AFFIRMATIVE ACTION PROGRAM - - Contractor agrees that it has developed and is maintaining an Affirmative -Action Plan as required by 41 C.F.R. ss.60-1.4(b). - -4. AGREEMENT OF FILING - - Contractor agrees that it will file, per current instructions, complete -and accurate reports on Standard Form 100 (EEO-1), or such other forms as may be -required under 41 C.F.R. ss.6O-l.7(a). - -5. AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS - OF THE VIETNAM ERA. - - In accordance with 41 C.F.R.ss.60-250.20 and 41 C.F.R.ss.60-741.20, the -parties incorporate herein by this reference the regulations and contract -clauses required by those provisions to be made a part of government contracts -and subcontracts. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 109 - -82- - - -6. UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS - CONCERNS - - As prescribed in 48 C.F.R., Ch. 1, 19.708(a): - - (a) It is the policy of the United states that small business concerns, -small business concerns owned and controlled by socially and economically -disadvantaged individuals and small business concerns owned and controlled by -women shall have the maximum practicable opportunity to participate in -performing contracts let by any Federal agency, including contracts and -sub-contracts for systems, assemblies, components, and related services for -major systems. It is further the policy of the United States that its prime -contractors establish procedures to ensure the timely payment amounts due -pursuant to the terms of the subcontracts with small business concerns, small -business concerns owned and controlled by socially and economically -disadvantaged individuals and small business concerns owned and controlled by -women. - - (b) The Contractor hereby agrees to carry out this policy in the awarding -of subcontracts to the fullest extent consistent with efficient contract -performance. The Contractor further agrees to cooperate in any studies or -surveys as may be conducted by the United States Small Business Administration -or the awarding agency of the United States as may be necessary to determine the -extent of the Contractor's compliance with this clause. - - (c) As used in this contract, the term small business concern shall mean a -small business as defined pursuant to section 3 of the Small Business Act and -relevant regulations promulgated pursuant thereto. The term small business -concern owned and controlled by socially and economically disadvantaged -individuals shall mean a small business concern which is at least 51 percent -unconditionally owned by one or more socially and economically disadvantaged -individuals; or, in the case of any publicly owned business, at least 51 percent -of the stock of which is unconditionally owned by one or more socially and -economically disadvantaged individuals; and (2) whose management and daily -business operations are controlled by one or more such individuals. This term -also means small business concern that is at least 51 percent unconditionally -owned by an economically disadvantaged Indian tribe or Native Hawaiian -Organization, or a publicly owned business having at least 51 percent of its -stock unconditionally owned by one of these entities which has its management -and daily business controlled by members of an economically disadvantaged Indian -tribe or Native Hawaiian Organization, and which meets the requirements of 13 -CRF part 124. The Contractor shall presume that socially and economically -disadvantaged individual include Black Americans, Hispanic Americans, Native -Americans, Asian-Pacific Americans, Subcontinent Asian Americans, and other -minorities, or any other individual found to be disadvantaged by the -Administration pursuant to section 8(a) of the Small Business Act. The -Contractor shall presume that socially and economically disadvantaged entities -also include Indian Tribes and Native Hawaiian Organizations. - - (d) The term "small business concern owned and controlled by women" shall -mean a small business concern (i) which is at least 51 percent owned by one or -more women, or, in the case of any publicly owned business, at least 51 percent -of the stock of which is owned by one or more women, and (ii) whose management -and daily business operations are controlled by one or more women; and - - (e) Contractors acting in good faith may rely on written representations -by their subcontractors regarding their status as a small business concern, a -small business concern owned and controlled by socially and economically -disadvantage individuals or a small business concern owned and controlled by -women. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 110 - -83- - - -7. SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUB-CONTRACTING - PLAN. The sub-contractor will adopt a plan similar to the plan required by - 48 CFR Ch. 1 at 52.219-9. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 111 - -84- - diff --git a/contract-nli/contract nli in txt/1062760_0001015402-05-001930_doc17.txt b/contract-nli/contract nli in txt/1062760_0001015402-05-001930_doc17.txt deleted file mode 100644 index e780220a3f11d11f06d19800a82ee779d3f897d6..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1062760_0001015402-05-001930_doc17.txt +++ /dev/null @@ -1,146 +0,0 @@ -NON-CIRCUMVENTION/NON-DISCLOSURE AND - CONFIDENTIALITY AGREEMENT - -The agreement is made and entered into this 2nd day of August 2004, by and -between: - -Bill Woo and Gateway Venture Holdings, Inc., a Nevada corporation ("Gateway"). - -WHEREAS, the purpose of this Agreement is to lay down the terms and conditions, -and guidelines which will allow the respect and protection of each Party's -respective proprietary interests. - -NOW THEREFORE, in considering of the various representations, mutual promises, -covenants, and undertakings contemplated herein and for good valuable -consideration, the value of which is acknowledged by the Parties by execution -hereof, the Parties agree as follows: - - 1. None of the parties shall divulge to any person, (other than - those whose provenance it is to know it, or with proper - authority) or use any trade secrets or confidential information - or any financial or trade information relating to the other, - which they acquire as a result of the discussing of or the - entering into agreements with each other. Each Party shall - endeavor to prevent its officers, employees, agents, - representatives, and associates from doing anything, which, if - done by Party, would be a breach of this agreement. This - restriction shall continue to apply after the expiration of this - Agreement, and other Agreements entered into between the Parties, - without limit in point of time, but shall cease to apply to - secrets or information, which came into the public domain through - no fault of the Party concerned. - - 2. The Parties each undertake to the other that for a period of five - (5) years from the date of this Agreement, they will not, without - prior written consent of the other, directly or indirectly - through third parties, make or seek to make contact or - communication with those Banks, Financial Institutions, - government representatives, clients, investors, traders, - associates, legal advisors and financial advisors with whom they - have been placed into contact with by the other or to whom the - names, addresses and other pertinent information has been - released to them by the other. - - 3. Each party undertakes irrevocably and unconditionally: - - a. To ensure that all aspects of each transaction remain - confidential. - - b. Not to disclose, either verbally or in written form, any - knowledge that it may obtain at any time in the future, be - it either implicit or - - - - implied, with respect to the implementation of any proposed - transaction. - - c. Not to circumvent or attempt to circumvent the other. - - d. Not to disclose to third parties the names, addresses, fax - and telephone coordinates of any contact/client revealed by - one party to the other. - - e. Not to enter into direct or indirect negotiations with any - other's contacts/clients. - - f. Not to show, deliver, or cause to be seen, any documents, - papers, correspondence, memoranda or copies of such to other - than person(s) or entities of any kind, except to those whom - are required to maintain confidentiality such as an attorney - or tax advisor. - - g. Each Party shall endeavor to ensure that any of its - officers, employees, agents, representatives or associates - who, by virtue of their duties may receive the type of - information described in this Agreement, are fully obligated - to respect the spirit and terms of this Agreements in the - same way as each Party. Each Party shall undertakes to have - those officers, employees, agents, representatives or - associates acknowledge their obligation by Countersigning a - copy of this Agreement, thereby binding them to honor the - terms of this Agreement. - - 4. Each Party acknowledges that any breach of the terms and - conditions of this Agreement by either party or its employees, - agents, representatives or associates may render the seeking of - liquidated damages, by the other and the cancellation and - termination of all agreements and transactions. - - 5. This Agreement has been entered into by each Party acting on its - own free will and judgment and shall be binding on the Parties, - their heirs or successors, administrators, and assignees. - - 6. Any dispute or controversy arising out of or relating to any - interpretation, construction, performance, or breach of this - Agreement shall be resolved exclusively by binding arbitration in - Las Vegas, Nevada, in accordance with the rules then in effect of - the American Arbitration Association, The arbitrator(s) may grant - injunctions or other relief in such dispute or controversy. The - decision of the arbitrator(s) shall be final, conclusive, and - binding on the parties to the arbitration. Judgment may be - entered on the arbitrator's decision in any court having - jurisdiction. The parties to the arbitration shall each pay an - equal share of the costs and expenses of such - - - - arbitration, and each of them shall separately pay their counsel - fees and expenses. - - 7. The release of confidential information pursuant to a protested - court order shall not be deemed to be a violation of this - Agreement. - - 8. This Agreement may be executed in one or more counterparts each - of which shall be binding on each party by whom or on whose - behalf it is so executed, but which together shall constitute a - single instrument. For the avoidance of doubt, this Agreement - shall not be binding on any party hereto unless and until it - shall have been executed by or on behalf of all persons expressed - to be party hereto. - -IN WITNESS WHEREOF, the parties have executed this Agreement as of the date -first above written. - -BILL WOO - -By:_____________________________ - Bill Woo - - - -GATEWAY VENTURE HOLDINGS, INC. - - -By: _____________________________ - Rick Bailey -Its: President - - -By: _____________________________ - Flo Ternes -Its: Chief Operations Officer - - - \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1063085_0000950134-09-011390_f52580exv99wxeyx3y.txt b/contract-nli/contract nli in txt/1063085_0000950134-09-011390_f52580exv99wxeyx3y.txt deleted file mode 100644 index 0e78560a375ed296d61c0ffc8ba5db988ed94da0..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1063085_0000950134-09-011390_f52580exv99wxeyx3y.txt +++ /dev/null @@ -1,442 +0,0 @@ - - -exv99wxeyx3y - - - - -Exhibit (e)(3) - -MUTUAL NON-DISCLOSURE AGREEMENT - -     This MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into effective March 25, 2009 -(the “Effective Date”) by and between IXIA, a California corporation, with its executive offices -located at 26601 W. Agoura Road, Calabasas, California 91302, and CATAPULT COMMUNICATIONS -CORPORATION a Nevada corporation, with its principal place of business located at 160 South Whisman -Road, Mountain View, California 94041. - -RECITALS: - - -     WHEREAS, the parties hereto wish to exchange certain data and other information of a highly -confidential or proprietary nature all for the purpose of exploring a potential business -relationship (the “Transaction”) to the parties’ mutual benefit; - -     WHEREAS, either party may disclose, from time to time, such data and information to the other -party on a confidential basis for the limited purpose(s) set forth on Attachment A hereto; - -     NOW, THEREFORE, in consideration of the foregoing recitals and of the disclosure by one party -(“Disclosing Party”) of Confidential Information (as defined below) to the other party (“Receiving -Party”), which Receiving Party acknowledges to be good and valuable consideration for its -obligations hereunder, Disclosing Party and Receiving Party hereby agree as follows: - -AGREEMENT: - - -     1. Each of the parties hereto acknowledges that the foregoing recitals are true and correct. - -     2. “Confidential Information,” as used herein, shall mean all information and material -(whether written or oral (if oral, a written summary of such information and/or material shall be -delivered to Disclosing Party within ten days after its disclosure to Disclosing Party in order for -such information and/or material to be treated as Confidential Information under this Agreement)) -furnished or made available (whether before or after the date hereof) by Disclosing Party or its -directors, officers, employees, independent contractors, affiliates, representatives (including, -without limitation, financial advisors, attorneys and accountants) or agents or potential sources -of financing (collectively, “Representatives”) to Receiving Party or its Representatives, which -concern the subject(s) listed on Attachment A hereto and which is proprietary to Disclosing -Party, is marked or otherwise identified as “Confidential,” “Proprietary,” “Sensitive” or in -another manner indicating its confidential and/or proprietary nature, or by the nature of the -circumstances surrounding the disclosure or receipt of the information or material should be -treated as Confidential Information. The term Confidential Information includes all such -information or material which Receiving Party may obtain knowledge of through or as a result of the -relationship established hereunder with Disclosing Party, access to Disclosing Party’s premises or -communications with Disclosing Party’s - -1 - - - -  - -Representatives. The term Confidential Information also includes all notes, analyses, -extracts, compilations, studies, interpretations or other materials prepared by Receiving Party to -the extent they contain or reflect Disclosing Party’s Confidential Information. - -     Without limiting the generality of the foregoing, Confidential Information includes, but is -not limited to, the following types of information and materials: business and financial plans, -financial information, strategies, know-how, designs, concepts, drawings, ideas, inventions -(whether patentable or not), specifications, techniques, discoveries, models, data, source code, -object code, documentation, diagrams, flow charts, research, development, operations, production -techniques, purchasing information, employee names and information, employee expertise, processes, -procedures, activities, new product or new technology information, marketing techniques and -materials, marketing plans, timetables, development plans (including prospective trade names or -trademarks), customer names and other information related to customers, and pricing policies. - -     Notwithstanding anything to the contrary set forth in this Agreement, any and all information -concerning Disclosing Party furnished or made available (whether before or after the date hereof) -by Disclosing Party or its Representatives to Receiving Party or its Representatives, which -concerns or is provided in connection with the subject(s) listed on Attachment A, including -without limitation during due diligence sessions in person or by conference call, in any electronic -data room or pursuant to any requests for additional information, whether such information -furnished or made available is written or oral, or is or is not marked or otherwise identified as -“Confidential” “Proprietary,” or “Sensitive,” shall be deemed Confidential Information for all -purposes of this Agreement, subject to paragraph 3 hereof. - -     3. Confidential Information shall not include information or material that (i) is now or later -becomes generally known to the public (other than as result of a breach of this Agreement); (ii) is -independently developed by Receiving Party without use of or access to Disclosing Party’s -Confidential Information; (iii) Receiving Party lawfully obtains from any third party who has -lawfully obtained such information; (iv) is later published or generally disclosed to the public by -Disclosing Party; (v) at the time of its disclosure to Receiving Party, (A) is already known to -Receiving Party and, to the best knowledge of Receiving Party, is not subject to any -confidentiality obligations and the disclosure thereof to Receiving Party has not breached any -confidentiality obligations, or (B) is available on a non-confidential basis to Receiving Party; -(vi) is approved for release by prior written authorization of Disclosing Party; or (vii) is -required to be disclosed pursuant to any applicable statute, law, rule or regulation of any -governmental authority or pursuant to any order of any court of competent jurisdiction, provided -that Receiving Party shall advise Disclosing Party of the request for disclosure in sufficient time -to apply for such legal protection as may be available with respect to the confidentiality of the -Confidential Information. Receiving Party shall bear the burden of showing that any of the -foregoing exclusions applies to any information or materials. - -     4. Receiving Party shall use all Confidential Information solely for the limited purpose(s) -set forth on Attachment A (the “Purpose”) and shall hold in confidence and not disclose -such Confidential Information in any manner to, or permit the use thereof by, any - -2 - - - -  - -person or persons other than Receiving Party’s Representatives who have a legitimate need to -know or to have access to such Confidential Information and who are first informed by Receiving -Party of the confidential nature of the Confidential Information and agree to maintain the -confidentiality of such Confidential Information. Receiving Party will cause its Representatives -to observe the terms of this letter agreement, and will be responsible for any breach of this -Agreement by any of its Representatives. Receiving Party covenants that it will use such degree of -care as is reasonable and necessary to protect and safeguard the confidentiality of Disclosing -Party’s Confidential Information and represents that such degree of care is reasonably designed to -protect the confidentiality of proprietary and confidential information. Except as otherwise -expressly permitted under this Agreement, Receiving Party shall not use or disclose to others, or -permit the use or disclosure of, any Confidential Information of Disclosing Party, and shall not -take advantage of any corporate opportunity of Disclosing Party disclosed to Receiving Party under -this Agreement. Receiving Party agrees to advise Disclosing Party promptly in writing upon the -occurrence of any unauthorized disclosure, misappropriation or misuse of any Confidential -Information or other breach of this Agreement of which Receiving Party may become aware and that -any such breach does not relieve Receiving Party of any of its obligations hereunder. Except to -the extent required by law, neither party shall disclose the existence or subject matter of the -discussions or business relationship contemplated by this Agreement, the existence of this -Agreement or the identity of the parties hereto. - -     5. Receiving Party shall not copy (except as reasonably required for the Purpose), alter, -modify, disassemble, reverse engineer or decompile any Confidential Information without the prior -written consent of Disclosing Party. Disclosing Party understands that Receiving Party develops -and/or acquires software, firmware and hardware for its own products and that existing or planned -software, firmware of hardware independently developed or acquired by Receiving Party may contain -ideas, concepts, techniques or systems that are similar to or compete with ideas, concepts, -techniques or systems contained in the Disclosing Party’s Confidential Information disclosed under -this Agreement. Each party understands and agrees that nothing in this Agreement will be construed -or interpreted as limiting the right of either party hereto to develop, or acquire from a third -party, similar software, firmware or hardware containing such ideas, concepts, techniques or -systems, for any purpose and without obligation to the other party, so long as such matter is -created independently and lawfully (whether created by a party hereto or a third party) and without -any use of or reference to the Confidential Information of Disclosing Party. - -     6. If either party determines not to proceed with the Transaction, then such party will -promptly inform the other party of that decision and, in that case, or at any time upon the request -of Disclosing Party or any of its Representatives, Receiving Party will, at the election of -Disclosing Party, either (i) promptly destroy all copies of the written Confidential Information in -its or its Representatives’ possession and confirm such destruction to Disclosing Party in writing, -or (ii) promptly deliver to Disclosing Party at its own expense all Confidential Information, -together with any copies thereof that may have been made) in its or its Representatives’ -possession. In addition, in the event of such a decision or request, all other Confidential -Information prepared by Receiving Party shall be destroyed and no copy thereof shall be retained -except that Receiving Party shall not be required to destroy or return any - -3 - - - -  - -electronic copies of Confidential Information created pursuant to its standard electronic -archival and back-up procedures (it being agreed that any such electronic copies shall remain -subject to the confidentiality and other obligations set forth in this Agreement). Notwithstanding -the return or destruction of the Confidential Information, Receiving Party and its Representatives -will continue to be bound by their obligations of confidentiality and other obligations hereunder, -and all such obligations shall expressly survive the return or destruction of the Confidential -Information. Any oral Confidential Information will continue to be subject to the terms of this -Agreement. - -     7. The parties acknowledge that neither Disclosing Party, nor its Representatives, nor any of -its or their respective officers, directors, employees, agents or controlling person within the -meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or -implied representation or warranty as to the accuracy or completeness of the Confidential -Information, and the parties agree that no such person will have any liability relating to the -Confidential Information or for any errors therein or omissions therefrom. The parties further -agree that Receiving Party is not entitled to rely on the accuracy or completeness of the -Confidential Information and that Receiving Party will be entitled to rely solely on such -representations and warranties as may be included in a definitive agreement signed by the parties -with respect to the Transaction, subject to such limitations and restrictions as may be contained -therein. - -     8. Receiving Party understands and acknowledges that Disclosing Party claims that such -Confidential Information has been developed or obtained by Disclosing Party through the investment -of significant time, effort and expense, and that such Confidential Information provides Disclosing -Party with a significant competitive advantage in its business. Receiving Party acknowledges and -agrees that due to the unique nature of Disclosing Party’s Confidential Information there may be no -adequate remedy at law for any unauthorized disclosure or use by Receiving Party of any -Confidential Information, or any other breach by Receiving Party hereunder, that any such breach -may result in irreparable injury to Disclosing Party and that, therefore, upon any such breach or -threat thereof, Disclosing Party shall be entitled to seek equitable relief, including injunction -and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be -the exclusive remedies for a breach by Receiving Party of this Agreement but shall be in addition -to all other remedies available at law or equity to Disclosing Party. - -     9. The parties are aware, and will advise their respective Representatives who are informed of -the matters that are the subject of this Agreement, of the restrictions imposed by the United -States securities laws on the purchase or sale of securities by any person who has received -material, non-public information from the issuer of such securities and on the communication of -such information to any other person when it is reasonably foreseeable that such other person is -likely to purchase or sell such securities in reliance upon such information. - -     10. Each party agrees that, for a period of two years following the Effective Date, neither it -nor any of its affiliates will, without the prior written consent of the other party : (i) acquire, -offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting -securities or direct or indirect rights to acquire any voting securities of the other - -4 - - - -  - -party or any subsidiary thereof, or of any successor to or person in control of the other -party, or any assets of the other party or any subsidiary or division thereof or of any such -successor or controlling person; (ii) make, or in any way participate in, directly or indirectly, -any “solicitation” of “proxies” (as such terms are used in the rules of the Securities Exchange -Commission) to vote, or seek to advise or influence any person or entity with respect to the voting -of, any voting securities of the other party; (iii) make any public announcement with respect to, -or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction -involving the other party or its securities or assets; (iv) form, join or in any way participate in -a “group” (as defined in Section 13 (d)(3) of the Securities Exchange Act of 1934, as amended) in -connection with any of the foregoing; or (v) request the other party or any of its Representatives, -directly or indirectly, to amend or waive any provision of this paragraph. Each party will -promptly advise the other party of any inquiry or proposal made to it with respect to any of the -foregoing. Pursuant to the immediately preceding sentence, Catapult hereby advises Ixia that it -may receive inquiries and proposals from third parties regarding a potential transaction with -Catapult and, if Catapult is required to maintain the confidentiality of any such inquiries or -proposals, then Catapult will not be obligated to advise Ixia of any such inquiries or proposals. - -     11. Each party agrees that, for a period of three (3) years following the Effective Date, it -will not, directly or indirectly, solicit for employment or employ, nor assist any third party in -soliciting for employment or employing, nor recommend to any third party that they solicit for -employment or employ, any employee of the other party or any of its subsidiaries with whom it has -had contact or who became known to it in connection with its consideration of the Transaction; -provided, however, that the foregoing restrictions shall not apply to any employees who respond to -newspaper or internet help wanted advertisements that are not directed or targeted at employees of -the other party and who were not previously solicited, induced or otherwise encouraged by such -party or its Representatives to respond to such advertisements. - -     12. Receiving Party acknowledges and agrees that (a) Disclosing Party and its Representatives -are free to conduct the process leading up to a possible Transaction as Disclosing Party and its -Representatives, in their sole discretion, determine (including, without limitation, by negotiating -with any prospective buyer and entering into a preliminary or definitive agreement without prior -notice to Receiving Party or any other person); (b) Disclosing Party reserves the right, in its -sole discretion, to change the procedures relating to its consideration of the Transaction at any -time without prior notice to Receiving Party or any other person, to reject any and all proposals -made by Receiving Party or any of its Representatives with regard to the Transaction, and to -terminate discussions and negotiations with Receiving Party at any time and for any reason; and -(c) unless and until a written definitive agreement concerning the Transaction has been executed -and except as set forth in this Agreement, neither party nor any of its Representatives will have -any liability to the other party with respect to the Transaction, whether by virtue of this -Agreement, any other written or oral expression with respect to the Transaction or otherwise. - -     13. This Agreement shall not be assignable by either party, and neither party may delegate its -duties hereunder, without the prior written consent of the other party, which - -5 - - - -  - -consent may be granted or denied in the sole discretion of the non-assigning party, except -that in the event that more than 50% of the capital stock of Disclosing Party is acquired by any -person or entity, Receiving Party’s consent shall not be required for an assignment of this -Agreement to such person or entity. All of the terms and provisions contained herein shall inure -to the benefit of and shall be binding upon the parties hereto and their respective successors and -permitted assigns. - -     14. Nothing in this Agreement shall be construed as creating any obligation on the part of -Disclosing Party to disclose any Confidential Information whatsoever. Nothing in this Agreement -shall be construed as granting Receiving Party any license or any other rights with respect to -Disclosing Party’s proprietary rights or Confidential Information. The parties further acknowledge -and agree that each party reserves the right, in its sole discretion, to terminate discussions and -negotiations with the other party at any time and for any reason or no reason. - -     15. Nothing contained in this Agreement shall be construed as creating any obligation, -implicit or otherwise, or an agreement on the part of either party to enter into a business -relationship with the other party, or an obligation to refrain from entering into a business -relationship with any third party. Nothing contained in the Agreement shall be construed as -creating a joint venture, partnership or employment relationship between Receiving Party and -Disclosing Party, it being understood that Receiving Party and Disclosing Party are independent -contractors vis-à-vis one another. Except as specified herein, no party shall have the right, -power or implied authority to create any obligation or duty, express or implied, on behalf of the -other party. - -     16. This Agreement sets forth the entire understanding and agreement of the parties with -respect to the subject matter hereof and supersedes any and all prior or contemporaneous -discussions, representations and understandings, whether written or oral. In the event of a -conflict between any provision of this Agreement and the provision(s) of any other agreement or -understanding between the parties hereto, the provision of this Agreement shall control. The -formation, interpretation and performance of this Agreement shall be governed by the laws of the -State of California. Any legal action arising out of or in connection with this Agreement or any -breach hereof shall be brought and prosecuted in an appropriate court of competent jurisdiction in -Santa Clara County or Los Angeles County, California. In the event that litigation arises in -connection with enforcement of any provision of this Agreement, the prevailing party in such -litigation shall be entitled to recover its attorneys’ fees and expenses, in addition to any other -relief to which it may be deemed entitled. The inapplicability or unenforceability of any -provision of this Agreement shall not limit or impair the operation or validity of any other -provision hereof. No provision of this Agreement shall be amended, modified or waived except by an -instrument in writing signed by the parties hereto. This Agreement may be executed in -counterparts, each of which shall be enforceable as an original, but which together shall -constitute one and the same instrument. - -     17. Except as otherwise provided herein, this Agreement shall become effective on the -Effective Date and shall automatically terminate one year after such Effective Date; provided, -however, that at any time prior to such termination, either party may terminate this Agreement upon -written notice to the other party. Notwithstanding termination of this - -6 - - - -  - -Agreement for any reason and except as otherwise expressly provided in this Agreement, the -rights and obligations herein of the parties hereto shall survive for three years following the -termination of this Agreement with respect to any Confidential information received prior to such -termination. - -     18. Each party warrants and represents that it has carefully read and understood this -Agreement, and acknowledges receipt of a copy thereof. Each person executing this Agreement -warrants and represents that he or she has the authority to enter into this Agreement on behalf of -the person, firm or corporation listed above his or her name. - -     IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this -Agreement as of the dates set forth below. - - - - - -  -  -  -  -  -  -  -  -  - - - - -IXIA -  -  -  -  -  -Catapult Communications Corporation - - -  -  -  -  -  -  -  -  -  - - -By: - -  -/s/ Ronald W. Buckley - - -  -  - -  -By: - -  -/s/ Richard A. Karp - - - -Name: - -  -Ronald W. Buckley - - -  -  - -  -Name: - -  -Richard A. Karp - - - -Title: - -  -SVP & General Counsel - - -  -  - -  -Title: - -  -Chairman & CEO - - - - - -7 - - - -  - -ATTACHMENT A - -Subject(s) of Confidential Information: - -Information and data regarding the business of each party, including but not limited to products, -product development plans, customers, financial information and employees. - -Purpose(s) of Disclosure of Confidential Information: - -To enable the parties to engage in general business discussions regarding a variety of potential -business relationships, including the Receiving Party’s possible acquisition of all of the -outstanding capital stock or all or substantially all the assets of the other party. - -  - - diff --git a/contract-nli/contract nli in txt/1065748_0000950131-00-004465_0016.txt b/contract-nli/contract nli in txt/1065748_0000950131-00-004465_0016.txt deleted file mode 100644 index 8dbfe04ee4ff8063205b9fc86f00ab4570f56c5d..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1065748_0000950131-00-004465_0016.txt +++ /dev/null @@ -1,161 +0,0 @@ - - - Exhibit (d)(5) - - NON-DISCLOSURE AGREEMENT - - Whereas Tribune Company and Knight-Ridder, Inc., on the one hand, and -CareerBuilder, Inc., on the other, (collectively, the "Parties"), are desirous -of exchanging information for the purpose of exploring the possibility of -establishing a business relationship with each other (the "Transaction"); and, - - Whereas, each of the Parties has information which it considers proprietary -and confidential, including, but not limited to, information relating to its -existing and planned lines of business, financial forecasts, markets, customers, -suppliers, contracts, backlog, hardware and software systems, trade secrets and -stock ownership and all materials prepared on the basis of any of the foregoing -(collectively, "Confidential Information"). - - Now, therefore, the Parties hereto agree as follows: - - 1. One party hereto ("Owner") may disclose to the other party hereto - ("Recipient") certain Confidential Information pursuant to this - Agreement which Owner deems proprietary and confidential. The Parties - agree that Recipient shall not use and shall prevent the disclosure of - any information it receives from Owner that is marked PROPRIETARY AND - CONFIDENTIAL, or similarly marked, or any other information (whether - delivered in writing or verbally) which by its nature would be - reasonably considered as confidential, to any other person, firm or - corporation or delivered in connection with the evaluation of the - Transaction, except as provided herein, and shall use the same degree - of care to avoid disclosure of such information as Recipient employs - with respect to its own Confidential Information of like importance. - - 2. Notwithstanding the provisions of Paragraph 1 above, the Parties may - disclose the Confidential Information disclosed under this Agreement - to their employees and/or agents, but only for the purpose of - supplying the Party with sufficient information to enable the Party to - evaluate the potential value of establishing a business and/or - contractual relationship with each other. The Recipient will inform - each of its employees, agents and affiliates (collectively, - "Representatives") who will receive Confidential Information of the - obligations under this Agreement and agrees to take all commercially - reasonable measures to restrain its Representatives from taking any - action that would constitute a breach of the terms of this Agreement. - In any event, the Recipient shall be responsible for any breach of the - terms of this Agreement by any of its Representatives. - - 3. The Parties hereto agree that information shall not be deemed - Confidential Information, and Recipient shall have no obligation with - respect to any such information which: - - (i) was generally known to the public prior to the disclosure under - this Agreement; - - 1 - - - (ii) is already known to Recipient prior to October 27, 1999, as - evidenced by the written electronically stored records of the - Party dated prior to October 27, 1999; or - - (iii) is or becomes publicly known through no wrongful act of - Recipient or any person to whom the Recipient discloses such - information; or - - (iv) is received by a third party without breach of this Agreement - or any other obligation to maintain the confidentiality of such - information; - - (v) is independently developed by Recipient; or - - (vi) is approved for release by written authorization of Owner; or - - (vii) is disclosed pursuant to the lawful requirement or request of a - governmental agency, or disclosure is required by operation of - law. - - 4. Each of the Parties agrees, unless otherwise required by law, not to - disclose to any other person the fact that the Confidential - information has been made available to the other Party, that - discussions or negotiations are taking place concerning the - Transaction between the Parties, or any of the terms, conditions or - other facts with respect thereto (including the status thereof). - - 5. All written data delivered by Owner to the Recipient pursuant to this - Agreement shall be and remain the property of Owner, and all such - written data, and all copies thereof, shall be promptly returned to - Owner upon written request, or destroyed at Owner's option. - - 6. This Agreement shall be binding on, and shall inure to the benefit of, - the Parties hereto, their heirs, successors, and assigns. - - 7. Nothing contained in this Agreement shall be construed as granting or - conferring any rights by license or otherwise, expressed, implied, or - otherwise for any invention, discovery or improvement made, conceived - or acquired prior to or after the date of this Agreement. - - 8. This Agreement shall be construed, interpreted, and enforced pursuant - to the laws and judicial precedents of the State of California, - without reference to principles of conflicts of law. - - 9. This Agreement may be amended only by a written instrument duly - executed by each of the Parties. - - 10. The undersigned represent and warrant that they are authorized to - enter this Agreement and to be bound by the terms of this Agreement. - - 2 - - - 11. Neither Party makes any representations or warranties as to the - accuracy or completeness of the Confidential Information and neither - Party shall have any liability to the other resulting from any use of - the Confidential Information which is consistent with this Agreement. - - 12. Without impairing any other provision hereof, each Party hereto will - promptly advise the other of any breaches of this Agreement. - - 13. Nothing in this Agreement shall impose any obligation upon the Parties - hereto to consummate a Transaction or to enter into any discussion or - negotiations with respect thereto. - - 14. This Agreement shall be effective from and after the date set forth - below and shall terminate eighteen months thereafter. - - 3 - - - IN WITNESS WHEREOF, the Parties hereto agree that the effective date of -this Agreement shall be June 20th, 2000. - -Tribune Company - -By: /s/ David D. Hiller - --------------------- - -Title: President, Tribune Interactive, Inc. - -Date: June 20, 2000 - -Knight-Ridder, Inc. - -By: /s/ Daniel J. Finnigan - ------------------------ - -Title: Vice President - -Date: June 20, 2000 - - -CareerBuilder, Inc. - -By: /s/ James A. Tholen - --------------------- - -Title: Senior Vice President and Chief Financial Officer - -Date: June 20, 2000 - - - 4 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1067797_0001032210-99-000668_document_8.txt b/contract-nli/contract nli in txt/1067797_0001032210-99-000668_document_8.txt deleted file mode 100644 index 17fc27e07f2b4aa9368c785662e672d05af9d0b2..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1067797_0001032210-99-000668_document_8.txt +++ /dev/null @@ -1,215 +0,0 @@ - - PRIMUS KNOWLEDGE SOLUTIONS, INC. - Software Marketing and Distribution Agreement - Schedule 1 - Confidential Information Agreement - -Insert Current NDA - -Primus Contract ID: NDA _________________ - - - PRIMUS KNOWLEDGE SOLUTIONS, INC. - Bilateral Non-Disclosure Agreement - -This Bilateral Non-Disclosure Agreement ("Agreement") is made between Primus -Knowledge Solutions, Inc. ("Primus"), 1601 Fifth Avenue, Suite 1900, Seattle, -Washington 98101 (fax: (206) 292-1825), and the entity identified below, -including the legal entity of which it is part (collectively, the "Company"). - -Company Name: __________________________________ - -Company Address: _______________________________ - - _______________________________ - - Fax No.: _______________________________ - -Primus and the Company (collectively referred to as the "Parties" and -individually referred to as a "Party") have determined to establish terms -governing the use and protection of "Confidential Information" (as defined -below) that one Party (the "Owner") may disclose to the other Party (the -"Recipient"). Therefore, for good and valuable consideration, the receipt and -sufficiency of which they each acknowledge, the Parties each agree as specified -in the Terms and Conditions below. - -EXECUTED as of the date set forth below Primus' signature (the "Effective -Date"): - -Company Primus Knowledge Solutions, Inc. - -Signature:__________________________ By: _____________________________ - -(Print name)________________________ _____________________________ - -Title:______________________________ Its:_____________________________ - -Dated: _____________________________ Dated: __________________________ - - Terms and Conditions - -Section 1. Definitions. - -1.1 "Confidential Information" means any and all information disclosed by -Owner that is identified as "confidential" or "proprietary," either by legend on -written or electronically stored material, or in advance if disclosed verbally. -Confidential Information includes, without limitation, research and development, -know-how, inventions, trade secrets, software, and market analysis, research, -strategies, projections and forecasts. Confidential Information also includes, -without limitation, information disclosed by Owner with permission from a third -party, and combinations of or with publicly known information where the nature -of the combination is not publicly known. - -1.1.1 Exceptions. Confidential Information does not include information -which: -(a) was publicly known at the time of Owner's communication thereof to - Recipient, or which subsequently becomes publicly known through no fault of - Recipient; -(b) was in the possession of Recipient prior to its being communicated to - Recipient by Owner; -(c) becomes available to Recipient on a non-confidential basis from a source - other than Owner, provided that such source is not bound by any obligation - of confidentiality to Owner with respect to such information; or -(d) was independently developed by Recipient without reference to the - Confidential Information communicated by Owner. - -Section 2. Covenant Not to Disclose. - -Recipient shall not use Owner's Confidential Information except for purposes of -evaluating, maintaining and furthering a business relationship with Owner. -Recipient shall maintain in confidence the Confidential Information received -from Owner and shall not directly or indirectly disclose such information to any -person or entity except Recipient's employees and consultants, and then only on -a need-to-know basis. Recipient shall ensure that such employees and -consultants are bound by a written agreement to protect the received -Confidential Information from unauthorized use and disclosure. Recipient shall -protect Owner's Confidential Information from disclosure to others using the -same degree of care that it uses to protect its own most highly confidential -information, but in no event less than a reasonable standard of care. Recipient -shall not make or distribute any more copies or summaries of Owner's -Confidential Information than are necessary to evaluate, maintain and further a -business relationship between the Parties, and shall ensure that all such copies -or summaries are marked as confidential and the property of Owner. - -Section 3. No Obligation Of Disclosure. - -Neither Party shall have any obligation to disclose its Confidential Information -to the other. Either Party may, at any time, cease providing its Confidential -Information to the other Party, and may require the return of Confidential -Information previously disclosed by written notice. - -Section 4. Disclosure Required By Law. - -If any applicable law, regulation or court order requires Recipient to disclose -any of Owner's Confidential Information, Recipient shall promptly notify Owner -in writing prior to making any such disclosure, in order to facilitate Owner's -efforts to protect its Confidential Information. In such circumstances, -Recipient shall cooperate with - - Page 12 of 34 - - -Owner, at Owner's reasonable expense, in seeking and obtaining protection for -Owner's Confidential Information. - -Section 5. Title. - -Owner shall retain all ownership rights in and to the Confidential Information -it discloses to Recipient. No licenses or rights under any patent, trademark, -copyright, trade secret or other intellectual property right shall be granted or -implied under this Agreement. Neither Party shall be obligated under this -Agreement to acquire from or provide to the other Party any service or product. - -Section 6. Termination. - -Either Party may terminate this Agreement at any time without cause upon written -notice to the other party. All obligations of confidentiality shall survive such -termination. Upon termination of this Agreement, Recipient shall promptly return -all of Owner's Confidential Information provided to it in tangible form, -together with any and all copies and/or summaries, and shall destroy all of -Owner's Confidential Information that is electronically stored; provided, -however, that each Party's legal department may retain one copy of the -Confidential Information in its file solely for the purpose of identifying -information designated as "Confidential Information." - -Section 7. Specific Performance. - -The Parties acknowledge that Confidential Information is unique and valuable, -and that Owner will have no adequate remedy at law if Recipient does not comply -with its obligations under this Agreement. Therefore, Owner shall have the -right, in addition to any other rights it may have, to obtain in any court of -competent jurisdiction temporary, preliminary and permanent injunctive relief to -restrain any breach, threatened breach, or otherwise to specifically enforce any -obligations of Recipient if Recipient fails to perform any of its obligations -under this Agreement. - -Section 8. Miscellaneous. - -8.1. Dispute Resolution. - -8.1.1 Governing Law. This Agreement shall be governed by and interpreted in -accordance with the internal laws of the State of Washington, and, where such -laws are preempted by the laws of the United States, by the internal laws of the -United States, in each case without regard to conflicts of laws principles. - -8.1.2 Arbitration. In the event of any controversy or claim arising out of -or relating to this Agreement or the breach or interpretation thereof, the -parties shall, upon five days notice from either one to the other, submit -themselves and the subject-matter of the dispute to arbitration in accordance -with the Commercial Arbitration Rules of the American Arbitration Association by -a single, disinterested arbitrator appointed in accordance with such Rules. The -determination of the arbitrator shall be final, conclusive and binding. -Judgment upon the award rendered may be entered in any court of any state or -country having jurisdiction. Each party shall ensure that any arbitration is -conducted as speedily as is reasonably possible, and that all and any -information disclosed during or in connection with the arbitration is treated by -each party with the strictest confidence. Any arbitration conducted under or in -connection with this Agreement shall take place in Seattle, Washington at a time -and location to be determined by the arbitrator. - -8.1.3 Interim and Permanent Relief. Upon the application of either party to -this Agreement, and whether or not an arbitration has yet been initiated, all -courts having jurisdiction over one or more of the parties are authorized to: -(i) issue and enforce in any lawful manner such temporary restraining orders, -preliminary injunctions and other interim measures of relief as may be necessary -to prevent harm to a party's interests or as otherwise may be appropriate -pending the conclusion of arbitration proceedings pursuant to this Agreement; -and (ii) enter and enforce in any lawful manner such judgments for permanent -equitable relief as may be necessary to prevent harm to a party's interests or -as otherwise may be appropriate following the issuance of arbitral awards -pursuant to this Agreement. - -8.1.4 Legal Expenses. If any proceeding is brought by either party to -enforce or interpret any provision of this Agreement, the substantially -prevailing party in such proceeding shall be entitled to recover, in addition to -all other relief arising out of this Agreement, such party's reasonable -attorneys' and other experts' fees and expenses. - -8.2 Waiver; Severability; Invalidity. No waiver of or with respect to any -provision of this Agreement, nor consent by a party to the breach of or -departure from any provision of this Agreement, shall in any event be binding on -or effective against such party unless it be in writing and signed by such -party, and then such waiver shall be effective only in the specific instance and -for the purpose for which given. If any provision of this Agreement is held to -be invalid, such invalidity shall not render invalid the remainder of this -Agreement or the remainder of which such invalid provision is a part. If any -provision of this Agreement is so broad as to be held unenforceable, such -provision shall be interpreted to be only so broad as is enforceable. - -8.3 Notices. Any notice or other communication under this Agreement given -by either party to the other party shall be deemed to be properly given if given -in writing and delivered (i) by nationally recognized private courier (e.g., -Federal Express) or (ii) by mail (return receipt requested), properly addressed -and stamped with the required postage, to the recipient at the address -identified in its signature block to this Agreement. Either party may from time -to time change its address by giving the other party notice of the change in -accordance with this Section. - -8.4 Entire Agreement; Amendments. This Agreement constitutes and embodies -the entire agreement and understanding between the parties with respect to the -subject matter hereof and supersedes all prior or contemporaneous written, -electronic or oral communications, agreements or understandings between the -parties with respect thereto. This Agreement may not be modified or amended -except by a written instrument executed by the parties. - - Page 13 of 34 diff --git a/contract-nli/contract nli in txt/1068874_0001068874-07-000012_ex10_2.txt b/contract-nli/contract nli in txt/1068874_0001068874-07-000012_ex10_2.txt deleted file mode 100644 index a00a0f36a85c4175e2810bb6f64a14b4cd5b7e13..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1068874_0001068874-07-000012_ex10_2.txt +++ /dev/null @@ -1,515 +0,0 @@ - - - - Exhibit 10.2 Accurel Non-compete and NDA - - - - - - - -Exhibit - 10.2 -  -NON-COMPETITION - AND NONDISCLOSURE AGREEMENT -  -This - Non-Competition and Nondisclosure Agreement is entered into as of April 30, - 2007 - (the “Agreement - Date”) - among - Accurel Systems International Corporation, a California corporation (the -“Seller”), - Implant Sciences Corporation, a Massachusetts corporation (the “Guarantor”) - and - Evans Analytical Group LLC, a Delaware limited liability company (the -“Buyer”). - -  -WITNESSETH: -  -WHEREAS, - the Buyer, Seller and Guarantor have entered into an Asset Purchase Agreement, - dated as of the Agreement Date, pursuant to which, among other things, the - Buyer - is acquiring substantially all of the assets of Seller (the “Purchase - Agreement”); - -  -WHEREAS, - in order to protect the value of the business of the Seller being acquired - by - the Buyer pursuant to the Purchase Agreement (the “Purchased - Business”), - Seller and Guarantor shall not compete with the Buyer and its respective - Affiliates (as defined in the Purchase Agreement) in accordance with the terms - and conditions hereof; and -  -WHEREAS, - the agreement of Seller and Guarantor not to compete with the Buyer and its - Affiliates as provided herein is an integral part of the transactions - contemplated by the Purchase Agreement, and without such agreements, Buyer - would - not have entered into the Purchase Agreement. -  -NOW, - THEREFORE, in consideration of the covenants and agreements contained herein, - the payment of the purchase price under the Purchase Agreement and for other - good and valuable consideration, the receipt and sufficiency of which are hereby - acknowledged, the parties hereto, intending to be legally bound hereby, agree - as - follows: -  -1. - Certain Definitions. - Capitalized terms used herein and not otherwise defined shall have the meanings - ascribed to them in the Purchase Agreement; provided, however, that the - following terms shall have the meanings set forth below irrespective of the - meanings such terms may have in the Purchase Agreement: -  -(a) - "Confidential - Information" - means - all information heretofore developed or used by the Seller or any of its - Affiliates relating to the Restricted Business (as defined below) operations, - employees, customers and clients of the Seller, including, but not limited - to, - customer and client lists, customer or client orders, financial data, pricing - information and price lists, business plans and market strategies and - arrangements, all books, records, manuals, advertising materials, catalogues, - correspondence, mailing lists, production data, sales materials and records, - purchasing materials and records, personnel records, quality control records - and - procedures included in or relating to the Restricted Business or any of the - assets of the Seller, and all trademarks, copyrights and patents and - applications therefor, all trade secrets, inventions, processes, procedures, - research records, market surveys and marketing know-how and other technical - papers. The term "Confidential Information" also includes any other information - heretofore or hereafter acquired by the Seller and deemed by it to be - confidential. -  -(b) - The - term "control", - with - respect to any person, means the power to direct the management and policies - of - such person, directly or indirectly, by or through stock ownership, agency - or - otherwise, or pursuant to or in connection with an agreement, arrangement or - understanding (written or oral) with one or more other persons by or through - stock ownership, agency or otherwise; and the terms "controlling" and - "controlled" have meanings correlative to the foregoing. -  -(c) - The - term "person" - means - an individual, corporation, partnership, joint venture, limited liability - company, association, trust, unincorporated organization or other entity, - including a government or political subdivision or an agency or instrumentality - thereof. -  -(d) - "Restricted - Business" - means - the Business of the Seller, including all services performed by or on behalf - of - the Seller for its customers. -  -(e) - "Restricted - Period" - means - the period commencing on the date of this Agreement and ending on the date - which - is five (5) years from the date hereof. -  -2. - Non-competition. - At all - times from and after the date of this Agreement and until the expiration of - the - Restricted Period, Seller and Guarantor shall not: -  -(a) - directly or indirectly engage in, be employed by, own, manage, operate, provide - financing to, control or participate in the ownership, management or control - of, - or otherwise have an interest (whether, subject to Section 5, as a stockholder, - director, officer, employee, representative, subcontractor, partner, consultant, - proprietor, agent or otherwise) in, or cause, authorize, aid or assist any - other - person to own, manage, operate, provide financing to, control or otherwise - have - an interest in, any business or any person who is engaged in any business that - directly or indirectly competes or intends to compete with the Restricted - Business anywhere in the world, unless Seller or Guarantor purchase or own - less - than five percent (5%) of capital stock in a publicly held company; - or -  -(b) - directly, indirectly or otherwise by letters, circulars or advertisements, - and - whether for itself or on behalf of any other person, canvass or solicit or, - directly or indirectly, cause or authorize to be solicited, or enter into or - effect, or, directly or indirectly, cause or authorize to be entered into or - effected, any business or orders for businesses competing with the Restricted - Business from any person who (i) at the time of the Agreement or within two - years prior to the date of the Agreement, has been, a customer or client, or - (ii) is an active prospect to be a customer or client, in each case, of the - Seller at the time of the Agreement. -  -3. - Non-Disclosure of Confidential Information. Seller - and Guarantor acknowledge that it is the policy of the Buyer to maintain as - secret and confidential all Confidential Information, and the parties hereto - recognize that Seller and Guarantor have acquired Confidential Information. - Seller and Guarantor recognize that all such Confidential Information is and - shall remain the sole property of the Buyer, free of any rights of Seller or - Guarantor, and acknowledges that the Buyer and its Affiliates have a vested - interest in assuring that all such Confidential Information remains secret - and - confidential. Therefore, the Seller and Guarantor agree that at all times from - after the date hereof, they will not, directly or indirectly, without the prior - written consent of the Buyer, disclose to any person, firm, company or other - entity (other than the Buyer or any of its Affiliates) any Confidential - Information, except to the extent that (i) any such Confidential Information - becomes generally available to the public or trade, other than as a result - of a - breach by the Seller or Guarantor of this Section 3, or (ii) any such - Confidential Information becomes available to the Seller or Guarantor on a - non-confidential basis from a source other than the Seller, Guarantor, Buyer - or - any of their Affiliates or advisors; provided, that such source is not known - by - the Seller or Guarantor to be bound by a confidentiality agreement with, or - other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. - In addition, it shall not be a breach of the confidentiality obligations hereof - if the Seller or Guarantor is required by law or legal process to disclose - any - Confidential Information; provided, that in such case, the Seller or Guarantor - shall (a) give the Buyer prompt notice that such disclosure is or may be - required, and (b) cooperate with the Buyer, at the Buyer's expense, in - protecting, to the maximum extent legally permitted, the confidential or - proprietary nature of the Confidential Information which must be so disclosed. - The obligations of the Seller and Guarantor under this Section 3 shall survive - any termination of this Agreement. -  -4. - Non-Solicitation. - At all - times from and after the date of this Agreement and until the expiration of - the - Restricted Period, Seller and Guarantor shall not, directly, indirectly or - otherwise by letters, circulars or advertisements, and whether for themselves - or - on behalf of any other person: -  -(a) - solicit or, directly or indirectly, cause to be solicited for employment, any - persons who (i) are, at the time of solicitation of employment, employees of - the - Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time - of - solicitation of employment, sales representatives or employees thereof, retained - by the Buyer or any of its Affiliates; or -  -(b) - employ or, directly or indirectly, cause to be employed, any persons who (i) - are, at the time of such action, employees of the Buyer or any of its - Affiliates, or (ii) are, at the time of such action, sales representatives - or - employees thereof, retained by the Buyer or any of its Affiliates; -  -provided, - however, that this Section 4 shall not prohibit Seller or Guarantor from - employing or soliciting the employment any person who (A) is an employee of - Seller as of the Agreement Date and (B) is not offered employment by Buyer - as of - the Agreement Date. -  -5. - Right to Injunctive Relief. - Seller - and Guarantor acknowledge that any breach or threatened breach by it of any - of - the covenants or provisions contained herein will result in irreparable and - continuing harm to the Buyer for which the Buyer would not have adequate remedy - at law. Therefore, Seller and Guarantor acknowledges and agrees that, in - addition to any other remedy which the Buyer may have at law or in equity, - the - Buyer shall be entitled to injunctive relief or other equitable remedies in - the - event of any such breach or threatened breach. Seller and Guarantor further - acknowledges and agrees that monetary damages would be insufficient to - compensate the Buyer in the event of a breach by Seller or Guarantor of any - of - the covenants or provisions contained herein, and that in the event of a breach - thereof, the Buyer shall be entitled to specific performance of the obligations - hereunder. -  -6. - Enforceability; Severability. - If any - provision of this Agreement shall be adjudicated to be invalid or unenforceable, - then such provision shall be deemed modified, as to duration, territory or - otherwise, so as to be enforceable as similar as possible to the provision - at - issue, in order to render the remainder of this Agreement valid and enforceable. - The invalidity or unenforceability of any provision of this Agreement shall - not - affect the other provisions hereof, and this Agreement shall be construed in - all - respects as if such invalid or unenforceable provision were - omitted. -  -7. - Successors and Assigns. - This - Agreement shall be binding upon and shall inure to the benefit of Seller and - its - successors and assigns, and shall be binding and inure to the benefit of the - Buyer and its successors and assigns. -  -8. - Entire Agreement. - This - Agreement, together with the Purchase Agreement and the Transaction Documents, - contains the entire understanding among the parties hereto with respect to - the - subject matter hereof and supersedes all prior negotiations and understandings - among the Buyer and Seller with respect hereto. This Agreement may not be - amended or modified except by a written instrument signed by the parties hereto. - -  -9. - Governing Law; Venue. -  -(a) - This - Agreement shall be construed in accordance with, and governed in all respects - by, the internal laws of the State of Massachusetts, without giving effect - to - principles of conflicts of laws. -  -(b) - Unless otherwise explicitly provided in this Agreement, any Proceeding relating - to this Agreement or the enforcement of any provision of this Agreement may - be - brought or otherwise commenced in any state or federal court located in the - County of Middlesex, Massachusetts. Each of Seller, Guarantor and - Buyer: -  -(i) - expressly and irrevocably consents and submits to the jurisdiction of each - state - and federal court located in the County of Middlesex, Massachusetts and each - appellate court located in the State of Massachusetts, in connection with any - such Proceeding; -  -(ii) - agrees that each state and federal court located in the County of Santa Clara, - California or Massachusetts shall be deemed to be a convenient - forum; -  -(iii) - agrees not to assert, by way of motion, as a defense or otherwise, in any such - Proceeding commenced in any state or federal court located in the County of - Santa Clara, California or Massachusetts any claim that such Party is not - subject personally to the jurisdiction of such court, that such Proceeding - has - been brought in an inconvenient forum, that the venue of such Proceeding is - improper or that this Agreement or the subject matter of this Agreement may - not - be enforced in or by such court; and -  -(iv) - agrees that service in any action may be made by giving notice in accordance - with Section 10. -  -10. - Notices. - Any - notice or other communication required or permitted to be delivered to any - party - shall be in writing and shall be deemed properly delivered, given and received - when delivered, by hand, by registered mail, by courier or express delivery - service, by facsimile, or by e-mail to the address or facsimile number set - forth - beneath the name of such party below, or to such other address or facsimile - number as such party shall have specified in a written notice given to the - other - parties: -  -if - to the - Seller or the Guarantor: -                                                - Implant Sciences Corporation -107 - Audubon Road, #5 -Wakefield, - MA 01880-1246 - - - -  - -Attention: - - -  -  -  - - - -Facsimile: - (781) 246-3561 - - - -  -  - -Email: - -  - -@implantsciences.com - - - - -  -with - a - copy to:  - -Ellenoff - Grossman & Schole LLP -370 - Lexington Avenue -New - York, - NY 10017-6503 -Attention: - Barry I. Grossman -                               - Facsimile: (212) 370-7889 -                               - Email: bigrossman@egsllp.com - -if - to the - Buyer:  -                                   - Evans - Analytical Group - LLC -810 - Kifer - Road -Sunnyvale, - CA 94086 -Attention: - Thomas B. Pfeil -Facsimile: - (408) 530-3899 -E-mail: - tpfeil@eaglabs.com - -  -11. - Headings. - The - headings of sections and subsections of this Agreement are for convenience - of - reference only and are not to be considered in construing this Agreement. - -  -12. - Execution in Counterparts. - This - Agreement may be executed in any number of counterparts, each of which shall - be - deemed to be an original, but all of which, when taken together, shall - constitute one and the same instrument. -  -IN - WITNESS WHEREOF, the parties hereto have caused this Non-Competition and - Nondisclosure Agreement to be executed as of the day and year first above - written. -  - - - - -ACCUREL - SYSTEMS INTERNATIONAL CORPORATION -  -  -  -By: -   -  -Name: -   -  -Title: -   - - -EVANS - ANALYTICAL GROUP LLC -  -  -  -By: -   -  -Name: -   -  -Title: -   - - - -  -  - - -  -  - - - -IMPLANT - SCIENCES CORPORATION -  -  -  -By: -   -  -Name: -   -  -Title: -   - -  - - - - -  - diff --git a/contract-nli/contract nli in txt/1070052_0000950130-01-501801_dex99d2.txt b/contract-nli/contract nli in txt/1070052_0000950130-01-501801_dex99d2.txt deleted file mode 100644 index eaec9153c839f5a5844fff5d1ec91188fab9c07d..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1070052_0000950130-01-501801_dex99d2.txt +++ /dev/null @@ -1,239 +0,0 @@ - - - EXHIBIT (d)(2) - - MUTUAL NON-DISCLOSURE AGREEMENT - ------------------------------- - - THIS AGREEMENT is made effective as of February 9, 2001 (the "Effective - Date") by and between Proxicom, Inc. ("Proxicom"), with offices at 11600 - Sunrise Valley Drive, Reston, Virginia 20191, USA and Dimension Data - ("Dimension"), with its headquarters in Johannesburg, South Africa (each - individually a "Party" and collectively the "Parties"). - - WITNESSETH: - - WHEREAS, in connection with exploring and evaluating a possible business - transaction (the "Transaction") and for the purposes of the ongoing - Transaction, the Parties recognize the need to disclose to one another - certain of their Confidential Information (as defined below); and - - WHEREAS, the Parties wish to stipulate the terms and conditions upon which - such Confidential Information will be disclosed by one Party to the other - Party hereunder; - - NOW, THEREFORE, the Parties agree as follows: - -1. "Confidential Information" means information in whatever form disclosed by - or on behalf of one Party (the "Disclosing Party") to the other Party (the - "Receiving Party") before, on or after the Effective Date hereof which - relates to a Disclosing Party's business or the Transaction including - without limitation: business, financial, human resources, and technical - materials, information and data, or information which although not directly - related to the Transaction, is nevertheless disclosed as a result of or in - connection with the Parties' discussions of the Transaction together with - analyses or other documents prepared by the Receiving Party or any of the - Receiving Party's affiliates, employees, representatives and/or consultants - that contain or otherwise reflect such Confidential Information. - -2. The Receiving Party shall use the Disclosing Party's Confidential - Information only for the purpose of evaluating the Transaction and for the - purposes of the ongoing Transaction, and shall protect such Confidential - Information from disclosure to third parties, using the same degree of care - used to protect its own proprietary information of like importance, but in - any case using no less than a reasonable degree of care. The Receiving - Party may disclose the Disclosing Party's Confidential Information to its - affiliates, its employees, its representatives and its consultants, in each - case if such affiliates, employees, representatives and consultants have a - need to know, and providing such affiliates, employees, representatives and - consultants (i) use the Confidential Information for the purposes of the - Transaction only, and (ii) are bound to protect the Confidential - Information to the same extent as the Receiving Party is bound. The Parties - shall each be responsible for any breach of the terms of this Agreement by - them or their respective affiliates, employees, representatives and/or - consultants and hereby agree, at their sole expense, to take all reasonable - measures (including but not limited to court proceedings) to restrain their - respective affiliates, employees, representatives and/or consultants from - prohibited or unauthorized disclosure or use of the Confidential - Information. The term "affiliate" means any person or entity controlling, - controlled by or under common control with a Party. - -3. The restrictions of this Agreement on use and disclosure of Confidential - Information shall not apply to information that: - - (a) the Receiving Party can demonstrate is in the lawful possession or - control of such Party on a non-confidential basis at the time of its - disclosure hereunder; provided the source of such information was free to - disclose it to the Receiving Party without obligation (whether contractual, - legal, fiduciary or otherwise) to the Disclosing Party; - - (b) is or becomes publicly known other than through disclosure by the - Receiving Party or the Receiving Party's affiliates, employees, - representations and/or consultants; - - (c) the Receiving Party obtained from a third party not known by the - Receiving Party to be subject to any obligation (whether contractual, - legal, fiduciary or otherwise) to the Disclosing Party prohibiting such - disclosure; - - (d) the Receiving Party can demonstrate was developed independently by - such Party without reference to the Confidential Information; or - - - (e) is lawfully required to be disclosed to any governmental agency or is - otherwise required to be disclosed by law; provided, however, that before - -------- ------- - making such disclosure, the Party planning to make such disclosure shall, - to the extent permitted by applicable law (i) give the other Party a - reasonable opportunity to interpose an objection and/or take action to seek - confidential handling of such information and (ii) reasonably cooperate - with the other Party, at the other Party's expense, to seek confidential - handling of such information. - -4. Each Party agrees that, for a period of one (1) year from the Effective - Date hereof, neither it nor any of its affiliates will solicit for - employment, directly or indirectly, any member of the other Party's senior - management with whom it first had contact, or who was specifically - identified to it, during the period of its evaluation of the Transaction; - provided, however, that this paragraph will not prevent either Party from - -------- ------- - employing any person who contacts such Party on his or her own initiative - without any direct or indirect solicitation by or encouragement from such - Party. For purposes of this paragraph, "solicit for employment" shall not - be deemed to include any general solicitations of employment by one Party - not specifically directed towards employees of the other Party. Nothing - herein shall prevent either Party from, directly or indirectly, soliciting - for employment or hiring any member of the other Party's senior management - whose employment with such other Party has been terminated. - -5. Confidential Information disclosed under this Agreement (including - information in computer software or held in electronic storage media) shall - be and shall remain the property of the Disclosing Party. The Receiving - Party, upon the written request of the Disclosing Party at any time, shall - promptly return or destroy all such tangible Confidential Information of - the Disclosing Party in its possession, and the Receiving Party shall - thereafter retain no such Confidential Information in any form. The - Receiving Party shall be fully responsible for the return or destruction of - all Confidential Information disclosed to its affiliates, its employees, it - representatives and/or its consultants. - -6. Without the prior written consent of the other Party, a Party will not - disclose (other than as anticipated elsewhere in this Agreement) to any - third party any information (including Confidential Information) regarding - the Transaction, including without limitation, the fact that discussions - are occurring concerning the Transaction, any of the terms or conditions - relating to the Transaction being discussed by the Parties, or the - existence of this Agreement. - -7. This Agreement shall become effective on the date first set forth above and - shall continue for the longer of (i) one (1) year from the Effective Date - or (ii) one (1) year after the termination of any definitive agreement - entered into by the Parties with respect to the Transaction, except as - otherwise explicitly stated herein. - -8. The Parties understand and agree that unless and until a definitive - agreement between Proxicom and Dimension with respect to a possible - Transaction is executed and delivered, neither Proxicom nor Dimension will - be under any legal obligation of any kind with respect to the Transaction - by virtue of this or any other written or oral expression, except for - matters expressly agreed herein. Neither Party makes any representation or - warranty as to the accuracy or completeness of any information disclosed - hereunder. - -9. Dimension hereby acknowledges that Proxicom is disclosing its Confidential - Information in consideration of Dimension's agreement not to propose to - Proxicom or any other person or entity any transaction between Dimension - and Proxicom and/or its security holders or involving any of Proxicom's - securities or security holders unless Proxicom shall have requested in - writing that Dimension make such a proposal, and that Dimension will not - acquire, or assist, advise or encourage any other persons or entities in - acquiring, directly or indirectly, control of Proxicom or any of Proxicom's - securities, businesses or assets for a period of one (1) year from the date - of this Agreement unless Proxicom shall have consented in advance in - writing to such acquisition. Dimension also agrees that Proxicom shall be - entitled to equitable relief, including injunction, in the event of any - breach of the provisions of this paragraph and Dimension further agrees - that it shall not oppose the granting of such relief. Notwithstanding the - foregoing, Dimension shall not be subject to the restrictions provided in - this paragraph 9 if (i) at any time, any person or entity other than - Dimension announces an intention to acquire, directly or indirectly, any - voting - - 2 - - - securities or assets of Proxicom or (ii) Proxicom publicly solicits offers - for its acquisition or the acquisition of its business and/or assets in - their entirety. - -10. To the extent that any Confidential Information may include materials - subject to the attorney-client privilege, work product doctrine or any - other applicable privilege concerning pending or threatened legal - proceedings or governmental investigations, the Parties understand and - agree that they have a commonality of interest with respect to such matters - and it is their respective desire, intention and mutual understanding that - the sharing of such material is not intended to, and shall not, waive or - diminish in any way the confidentiality of such material or its continued - protection under the attorney-client privilege, work product doctrine or - other applicable privilege. All Confidential Information that is entitled - to protection under the attorney-client privilege, work product doctrine - and other applicable privilege shall remain entitled to such protection - under these privileges, this Agreement, and under the joint defense - doctrine. - -11. Each Party acknowledges that it is aware (and that its affiliates, - employees, representatives and consultants who are apprised of the possible - Transaction have been advised) that the United States and other applicable - securities laws prohibit any person who is aware of material, non-public - information about a company obtained directly or indirectly from that - company, from purchasing or selling securities of such company or from - communicating such information to any other person under circumstances in - which it is reasonably foreseeable that such person is likely to purchase - or sell such securities. - -12. This Agreement: (a) is the complete Agreement of the Parties concerning the - subject matter hereof and supersedes any and all prior Agreements, - understandings or discussions with respect to the subject matter hereof; - (b) shall not be construed to create any obligation on the part of either - Party to complete the Transaction or to compensate the other Party in any - manner, except as may be set forth by a separate written Agreement duly - executed and delivered by the Parties; (c) may not be amended or in any - manner modified except in a writing signed by the Parties; and (d) shall be - governed and construed in accordance with the laws of the United States - and, in particular, the State of New York except its rules as to choice of - law. The Parties agree and hereby consent to the jurisdiction and venue of - the state and federal courts for the Borough of Manhattan, New York, New - York. If any provision of this Agreement is found to be unenforceable, the - remainder shall be enforced as fully as possible and the unenforceable - provisions shall be deemed modified to the limited extent required to - permit its enforcement in a manner most closely representing the intention - of the Parties as expressed herein. Without prejudice to the rights and - remedies otherwise available to the Parties, the Parties agree that money - damages would not be a sufficient remedy for any breach of this Agreement - by either Party or the affiliates, employees, representatives and/or - consultants of either Party and, accordingly, that the Parties shall be - entitled to equitable relief, including injunctive relief and/or specific - performance, if either Party (including the affiliates, employees, - representatives and/or consultants thereof) breaches or threatens to breach - any of the provisions of this Agreement. This Agreement may be executed in - counterparts, each of which shall be deemed to be an original, and all of - which shall constitute the same Agreement. - -IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be -executed by its duly authorized representative: - -PROXICOM, INC. DIMENSION DATA - -By: /s/ Kenneth J. Tarpey By: /s/ P.K. Quarmby - ---------------------------------------- ----------------------- - -Print Name: Kenneth J. Tarpey Print Name: P.K. Quarmby - ----------------------------- ---------------------- - -Title: Executive Vice President & CFO Title: Director - ----------------------------------- ------------------------ - -Date: 2/9/2001 Date: 12/2/2001 - ----------------------------------- ----------------------------- - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1073090_0001356564-06-000012_sorell10ksbamend2x102.txt b/contract-nli/contract nli in txt/1073090_0001356564-06-000012_sorell10ksbamend2x102.txt deleted file mode 100644 index 97d64a248d773057422dbdafac539fab8d807aff..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1073090_0001356564-06-000012_sorell10ksbamend2x102.txt +++ /dev/null @@ -1,412 +0,0 @@ -Exhibit 10.2 - - MUTUAL NON-DISCLOSURE AGREEMENT & BUSINESS AGREEMENT - ---------------------------------------------------- - (Contract #: 8C-AN050921-01) - - -This Agreement is made and entered into as of September 21, 2005 between S-CAM -Co., LTD duly organized and existing under the law of the Republic of Korea with -its place of business at #303, Gyenggi Venture building 1017, Ingae-dong, -Paldal-gu, Suwon-si, Gyenggi-do, Korea (hereinafter referred to as "SCAM") and -ANUBIS Electrinc GmbH, duly organized and existing under the law of the Germany -with its principal place of business at Am Langfeld 38, D-66130 Saarbrucken, -Germany (hereinafter referred to as "ANUBIS") with reference to the following -facts: - -Whereas, SCAM (Manufacturer) wishes to appoint ANUBIS the exclusive distributor -for the Products in the Territory (as hereinafter defined), - -Now, therefore, in consideration of the premises and mutual covenants contained -herein, the parties agree as follows: - -ARTICLE 1. DEFINITIONS -In this agreement except where the context otherwise requires, the following -terms and expressions shall have the following meanings: - -1.1 "Confidential Information" means any information, whether written or oral, -which ANUBIS learns about SCAM or the Products and which is not generally -available to the public or which is labeled by SCAM as confidential. - -1.2 "Products" means the item listed in the Schedule and any additional -products expressly brought within the scope of this agreement by mutual written -consent of the parties. - -1.3 "Performance Levels" means the annual minimum sales of the Products for the -Sales Territory as set forth in the Schedule or as may be amended by the parties -in writing from time to time. - -1.4 "Sales Price" means, for Products delivered to the ANUBIS hereunder, an -amount in US Dollars, determined from SCAM's current applicable price list for -such Product as published by SCAM, in effect September 21, 2005 as mutually -agreed by both parties, and which shall only be changed with 30 days prior -written notice. - -1.5 "Sales Territory" means that geographic area commonly referred to as Whole -Europe. - -1.6 "Schedule" means that listing attached to this Agreement and made a part -hereof which contains certain pertinent provisions of this agreement. - -ARTICLE 2. GRANT OF REPRESENTATION - -2.1 EXTENT OF REPRESENTATION RIGHTS. Under the terms and conditions set forth -in this agreement, SCAM hereby appoints ANUBIS, and ANUBIS accepts such -appointment as the representative to sell the Products to customers in the Sales -territory. Unless specifically otherwise authorized in writing by SCAM, ANUBIS -shall not directly or indirectly by any means whatsoever contact or solicit any -customer or customers outside of Sales Territory or establish any branch or -depot for the purpose of selling the Products outside of the Sales Territory. - - 1 - -2.2 ALL SALES BY ANUBIS COVERED. All Products sold by ANUBIS during the term -of this agreement shall be subject to the terms of this agreement. - -2.3 OTHER PRODUCTS. This agreement shall not included, and ANUBIS does not by -this agreement obtain, the right to sell any item produced or sold by SCAM -except the Product. - -2.4 ANUBIS NOT AGENT. ANUBIS is and shall act as an independent contractor. -ANUBIS is not an agent, franchisee, or employee of SCAM and has no power to act -for, bind, or otherwise create or assume any obligation on behalf of SCAM for -any purpose whatsoever. All financial obligations associated with ANUBIS's -business are the sole responsibility of ANUBIS. - -ARTICLE 3. TITLE, RISK OF LOSS AND WWARRANTY LIMITATION - -3.1 LIMITED WARRANTY. Any products purchased from SCAM which become defective -will be Warranted to ANUBIS for a period of 24 months from the date of shipment -to ANUBIS. Such warranted units will be repaired or replaced by SCAM. - -3.2 NOTIFICATION. ANUBIS will notify SCAM in writing of any claim or -proceeding involving Products no later than fourteen (14) days after ANUBIS -learns of such claim or proceeding. SCAM will likewise notify ANUBIS. SCAM -will also report all claimed or suspected product defects to ANUBIS promptly. - -ARTICLE 4. TRADEMARKS, TRADE NAMES AND GOODWILL - -4.1 REPUTATION. Each of the parties will act and cooperate in all reasonable -ways to protect the reputation and goodwill of the other. - -ARTICLE 5. CONFIDENTIAL INFORMATION - -5.1 MAINTENANCE OF CONFIDENTIALITY. ANUBIS acknowledges that the processes -used by SCAM to develop and produce the Products involve confidential -information and data of substantial value to SCAM which value would be impaired -if said information and data were disclosed. ANUBIS agrees (1) to safeguard the -Confidential Information disclosed pursuant to this agreement (2) not to use the -Confidential Information disclosed pursuant to this agreement for any purpose -other than (to the extent necessary) to further the sale of and promotion of -Products and (3) to cooperate in any lawsuit involving the Confidential -Information. In implementation of the foregoing, ANUBIS shall not disclose any -of the Confidential Information to any person except those for whom disclosure -is necessary for the effective performance of their responsibilities as -employees of agents of ANUBIS, and, in each case, only to the extent required -for such effective performance of responsibilities. - -5.2 OBLIGATION AFTER DISCLOSURE OR TERMINATION. The obligations undertaken by -ANUBIS pursuant to this Article 5 shall not apply to any Confidential -Information which hereafter shall become published or otherwise generally -available to the public, except in consequence of a willful or negligent act or -omission by ANUBIS orits employees or agents in contravention of the obligations -herein above set forth in this Article 5. Except as so limited all of the -obligations of this Article 5 survive expiration or termination of this -agreement. - -5.3 This Agreement will apply to all confidential and proprietary information -disclosed by one party to the other party, including information listed in -Exhibit A and other information which the disclosing party identifies in writing -as confidential before or within thirty days after disclosure to the receiving -party ("CONFIDENTIAL INFORMATION") - -5.4 Each party agrees (i) to hold the other party's Confidential Information in -strict confidence, (ii) not to disclose such Confidential Information to any -third parties, and (iii) not to use any Confidential Information for - - 2 - -any purpose except for the Business Purpose. Each party may disclose the other -party's Confidential Information to its responsible employees with a bona fide -need to know, but only to the extent necessary to carry out the Business -Purpose. Each party agrees to instruct all such employees not to disclose such -Confidential Information to third parties, including consultants, without the -prior written permission of the disclosing party. - -5.5 Confidential Information will not include information which: - - (i) Is now, or hereafter becomes, through no act or failure to act on the -part of the receiving party, generally known or available to the public; - - (ii) was acquired by the receiving party before receiving such information -from the disclosing party and without restriction as to use or disclosure; - - (iii) is hereafter rightfully furnished to the receiving party by a third -party, without restriction as to use or disclosure; - - (iv) is information which the receiving party can document was -independently developed by the receiving party; - - (v) is required to be disclosed pursuant to law, provided the receiving -party uses reasonable efforts to give the disclosing party reasonable notice of -such required disclosure; or - - (vi) is disclosed with the prior written consent of the disclosing party. - -ARTICLE 6. REPRESENATIONS AND WARRANTIES; INDEMNIFICATION - -6.1 POWER AND AUTHORITY. SCAM represents and warrants that it has full power -and authority to enter into and fulfill the terms of this agreement. - -6.2 PRODUCT QUALITY. SCAM represents and warrants to ANUBIS that the Products -will be of good quality in all respects, that the materials comprising the -Products shall not be defective, and that the Products sold to ANUBIS hereunder -shall operate in conformance with SCAM's specifications with respect to such -Products as set forth in any literature or packaging accompanying or related to -such Products. - -6.3 NECESSARY RIGHTS. SCAM represents and warrants to ANUBIS that SCAM has, or -has applied for all necessary rights to sell and all necessary copoyrights, -trademarks, service makes and patents for the Products. SCAM represents and -warrants, to the best of its knowledge and belief, that neither the Products nor -the use thereof infringes upon or violates any right of privacy of, or -constitutes a libel, slander or any unfair competition against, or infringes -upon or violates any trademark, trade name, service mark, copyright, trade -secret, invention, patent or any other right of any other person. - -ARTICLE 7. OTHER COVENANTS OF DISTRIBUTOR -In addition to other duties set forth herein, during the term of this agreement -ANUBIS also covenants and agree: - -7.1 PROMOTION. To diligently use it best efforts to introduce, promote the -sale of, and obtain orders for, the Products in the Sales Territory. - -7.2 MAINTENANCE AND PROVISION OF INFORMATION. To maintain and to provide SCAM -with forecasts in such form as is reasonably requested by SCAM, relating to -expected orders for Products from the Sales Territory. - -ARTICLE 8. TERM AND TERMINATION - -8.1 TERM. The term of this agreement shall initially be twelve months -commencing as of the date and year first above written unless earlier terminated -in accordance with this Article 8. After such twelve month period, the -agreement shall continue on a year to year basis unless either party shall give -written notice to the other within sixty (60) days from the end of such period -or unless sooner terminated in accordance with the provisions of this paragraph -8. - - 3 - -8.2 EVENTS OF DEFAULT. The following shall constitute and Event of Default: - - (a) The breach by either party of any of the terms of this agreement - or of any other ancillary agreement between the parties hereto - including, but not limited to, timely payment of any sums due - hereunder or thereunder, and such breach continuing for a period of - thirty (30) days after notice from the non-breaching party. - - (b) Any representation or warranty under this agreement or any other - agreement being materially false. - - (c) The receipt by either party of an opinion of counsel that such - termination is necessary to avoid exposure to civil or criminal - liability under any federal, state or foreign laws. - - (d) The failure of ANUBIS to meet under 70% of the Performance Levels - in the Sales Territory by mutual agreement; or - - (e) A substantial change in the ownership or control of ANUBIS. - -8.3 EFFECT OF TERMINATION. Should an Event of Default occur the non-defaulting -party might, so long as the Event of Default continues in effect, terminate this -agreement and pursue any right which may be available by law. In the event of -any termination arising as a result of a breach by ANUBIS: -(a) SCAM shall not be relieved of any obligation to make further shipments of -the Product hereunder and may not (even in the event that the contract was -terminated as a result of a breach by ANUBIS) cancel all ANUBIS's unshipped -orders for the Product. SCAM shall have an obligation to ANUBIS in connection -with of any unshipped orders pursuant to this paragraph. -(b) ANUBIS shall immediately discontinue representation of the Product and the -use of Confidential Information the Trademarks and any signs, stationary, -advertising, or anything else that might make it appear that ANUBIS is still -authorized to deal in the Product. -(c) ANUBIS shall immediately return all Confidential Information to SCAM along -with all literature, manual, price lists, and similar material related to the -Product. - -ARTICLE 9. GENERAL PROVISIONS - -9.1 COMPLETE AGREEMENT; MODIFICATIONS. This agreement and any documents -referred to herein or executed contemporaneously herewith constitute the entire -agreement among the parties with respect to the subject matter hereof and may -not be amended, altered or modified except by a writing signed by the parties. -This agreement supersedes all agreements, representations, warranties, -statements, promises and understandings, whether oral or written, with respect -to the subject matter hereof. - -9.2 ADDITIONAL DOCUMENTS. Each party hereto agrees to execute any and all -further documents and writings and to perform such other actions which may be or -become necessary or expedient to effectuate and carry out this agreement. - -9.3 NOTICES. Unless otherwise specifically permitted by this agreement, all -notices under this agreement shall be in writing and shall be delivered by -personal service, telegram, facsimile or certified or registered mail (if such -service is available, or, if not, by first class mail), postage prepaid, to such -address as may be designated from time to time by the relevant party, and which -shall initially be as set forth in the Schedule. Any notice sent by mail shall -be deemed to have been given fourteen (14) days after the date on which it is -mailed. - -9.4 ASSIGNEMNT. -The parties may not assign or transfer this agreement or any of its rights, -duties or obligations hereunder and this agreement may not be involuntarily -assigned by operation of law without the prior written consent of each party. - -9.5 EXCUSED NONPERFORMANCE. Neither SCAM nor ANUBIS shall be deemed to be in -default or for in breach of any provision of this agreement as a result of any -delay, failure in performances, or interruption of service resulting directly or -indirectly from acts of God, acts of civil or military authority, civil -disobedience, war, strikes or other labor disputes, fires, transportation -contingencies, laws, regulations, acts or orders of any government agency or any -government official, or any other occurrence beyond the reasonable control of -either - - 4 - -party. It is expressly understood, however, that the obligations of either -party to perform under the terms of this agreement shall continue after the -passing of, or normalization of, any of the eventualities described above, -provided that the occurrence of any such eventuality shall in no event extend -the term of this agreement. In witness whereof, the parties hereof have caused -this agreement to be executed in duplicate for each party retaining one. - - - \s\ xxxxx - - 5 - - SCHEDULE FOR BUSINESS AGREEMENT - ------------------------------- - -1. Product: NF1 (2.2" Navigation) - -2. Tooling Cost Payment - a. Total: US$100,000.00 - b. 30%: US$30,000.00 will be paid with complete the contract for starting - c. 30%: US$30,000.00 will be paid after ANUBIS received the Engineering - sample - d. 40%: US$40,000.00 will be paid when P.P sample is approved - -3. Tooling Cost Depreciation - a. Quantity: 100,000 units - b. Deduct Price: US$1.00/unit up to 100,000 units - -4. Development Schedule - a. Please refer to attached file for the development schedule - b. The Development Schedule is subject to be changed if there are any - unexpected happen - -5. Sales Price for Player: US$11.00 (Included Tooling Cost Depreciation -US$1.00) - a. The price is only for the player without map data Nand Flash Memory, - Map Porting Cost and accessories. - b. SCAM provides the giftbox design, and ANUBIS provides the cosmetic - design for giftbox. - c. SCAM and ANUBIS double check the price for accessories. - d. The price will be discussed after 100,000 units production. - -6. Performance Levels (Total 100,000 units from Jan 2006 to Dec 2006) - a. Quarter 1 (Jan. 2006 - Mar. 2006): 50,000 units - b. Quarter 2-4 (Apr. 2006 - Dec. 2006): 50,000 units - -7. Sales Territory: Whole Europe - -7. Shipment Terms: FOB KOREA - -8. Payment: By an Irrevocable L/C at night in favor of SCAM or T/T in advance. - -9. Placing order for Quarter 1 - a. ANUBIS shall place the order for 50,000 units 6 weeks prior to mass - production for buying long term components. - -The matters not mentioned herein in detail shall be amicably determined by/and -between the party. - - September 21, 2005 - -For and on behalf of ANUBIS For and on behalf of SCAM - -ANUBIS DIGITAL TECHNOLOGY CO., LTD SCAM CO., LTD. --------------------------------------- ---------------- -Signed: Signed: - - - \s\ Dominique Bonk \s\ Bon Kwan Koo - -------------------- ------------------- -Name: Dominique Bonk Name: Bon Kwan Koo - -------------------- ------------------- -Position: CEO Position: CEO - -------------------- ------------------- - - - - 6 - -S-Cam PROFORMA INVOICE - -S-CAM Co., Ltd. -No. 35, Buk-Ri, Namsa-Myun, Yongin City INV. NO. : SFPI-TYP050921-01 -Kyeonggi-do, Korea DATE : September 21, 2005 -Tel: 82-31-233-4664 Fax: 82-31-233-4795 REF NO. : - -MESSERS: -ATTN: MR. DOMINQUE BONK -ANUBIS ELECTRONIC GMBH - -We have the pleasure of presenting the following goods in accordance with the -terms and conditions given below: --------------------------------------------------------------------------------- - -H-S Code Description Q'ty U-Price (U$) Amount (U$) - --------------------------------------------------------------------------------- - - NF-1 (2.2" LCD) Navigation + MP3 - - Tooling Cost - - 30% with Starting $100,000.00 - - 30% after received Engineering Sample $ 30,000.00 - - 40% after pass P.P sample is approved $ 40,000.00 - - --------------------------------------------------------------------------------- - -* Origin : Republic of Korea -* Destination : Germany -* Packing : Export Standard Packing -* Payment : T/T -* Validity of Offer : 2 weeks after Issue this Offer -* Bank Information : Korea Exchange Bank, Samsung Electronics Br. - - Bank's Address : Maetan 3 dong 416, Paidal-ga, Suwon City, - Kyeonggi-do, Korea - - Account No. : 148-JSD-100077-6 - - SWIFT Code : KOEXKRSE -* Beneficiary : S.CAM Co., LTD. - 35 Buk-Ri, Namsa-Myun, Yongin City, - Kyeonggi-do, Korea - Tel: 82-31-329-8901 - -* Remark - - - - Accepted by Offered By - S-CAM Co., LTD. - - \s\ Bon Kwan Koo - \s\ Dominique Bonk Bon Kwan, President - ------------------ ------------------- - S-CAM Co., Ltd. - - 7 - \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1074663_0001090002-01-500104_ex102.txt b/contract-nli/contract nli in txt/1074663_0001090002-01-500104_ex102.txt deleted file mode 100644 index fce4852fa808d5eaffae311c6f1c43b9b8614fb2..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1074663_0001090002-01-500104_ex102.txt +++ /dev/null @@ -1,159 +0,0 @@ -EXHIBIT 10.2 - -Perma-Tune Electronics Inc. - - NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT - -Perma-Tune Electronics Inc., a Texas Corporation (hereinafter collectively -referred to as the COMPANY) makes this AGREEMENT concerning the Perma-Tune -electronic ignition systems known as the Perma-Tune, Digital Fire, and Plasma -Injector: - - Linda Decker - ----------------- - Company or Individual Name - (hereinafter referred to as the RECIPIENT). - -In it's business, COMPANY has certain valuable technical and non-technical -information, processes, samples, sources and supplies, including but not limited -to certain training, literature, information, promotional plans and direction -used in connection with COMPANY'S products which are VITAL to its business and -success ("CONFIDENTIAL MATERIAL") and, to guard the legitimate interests of the -COMPANY, it is necessary for the COMPANY to protect the CONFIDENTIAL MATERIAL by -holding it confidential as TRADE SECRETS. - -After execution thereof, the COMPANY will disclose to RECIPIENT certain of the -CONFIDENTIAL MATERIAL and RECIPIENT, through his/her activities and by virtue of -this relationship with the COMPANY, will become acquainted with certain -CONFIDENTIAL MATERIAL. - -RECIPIENT agrees as follows: - -1. RECIPIENT may view, have access to, and through verbal explanations - learn of CONFIDENTIAL MATERIAL, samples, and other information, - financial information, marketing information, data, special testing and - training procedures and processes, specifications either owned by the - COMPANY or used in the course of its business (collectively called - "CONFIDENTIAL MATERIAL"). All such CONFIDENTIAL MATERIAL shall be - considered to be TRADE SECRETS by the COMPANY and is disclosed IN - CONFIDENCE to RECIPIENT. - -2. All CONFIDENTIAL MATERIAL, which RECIPIENT shall use, view, receive or - come in contact with, shall be and shall remain the COMPANY'S SOLE and - EXCLUSIVE property, and shall be PROMPTLY RETURNED upon completion of - the purpose for which it was provided, or when verbally communicated, - will no longer be utilized to benefit RECIPIENT, but in NO EVENT, later - than TEN (10) DAYS after request by COMPANY. NO COPIES shall be made of - ANY MATERIAL or DOCUMENT (S) provided under this agreement, except upon - WRITTEN CONSENT of the COMPANY, ALL COPIES and samples shall likewise - be RETURNED. Any attempt to disassemble or otherwise reverse engineer - CONFIDENTIAL MATERIAL by the RECIPIENT or the transfer of CONFIDENTIAL - MATERIAL to any other company or persons for any reason is strictly - prohibited. - - 111 S. Birmingham St. Wylie, TX 75098 Voice (972)442-6774 FAX (972)442-9386 - www.perma-tune.com - Page 1 of 3 - - - - - Perma-Tune Electronics Inc. - -3. During and after discussion, including the duration of ANY BUSINESS - RELATIONSHIP and THEREAFTER, RECIPIENT will HOLD TRUST and KEEP - SECRET ALL CONFIDENTIAL MATERIAL obtained from COMPANY. - ---- - RECIPIENT will maintain adequate SAFEGUARDS to PROTECT such - CONFIDENTIAL MATERIAL and PREVENT its DISCLOSURE to others, except - its own employees on a NEED-TO-KNOW BASIS, and will NEITHER USE nor - DISCLOSE, DIRECTLY or INDIRECTLY, for him/herself or for the benefit of - another, ANY CONFIDENTIAL MATERIAL or perform any acts which may - DIRECTLY or INDIRECTLY have an adverse effect upon the business of the - COMPANY, or which would tend to reduce the proprietary value of such - CONFIDENTIAL MATERIAL to the COMPANY, without the COMPANY'S PRIOR - WRITTEN APPROVAL. RECIPIENT shall MAINTAIN a RECORD or LOG - reflecting the NAMES, ADDRESSES, DATES and other INFORMATION which - the COMPANY shall request RECIPIENT to keep of PERSONS or ENTITIES to - execute a COPY of this AGREEMENT acknowledging its TERMS and the - TRADE SECRET nature of CONFIDENTIAL MATERIAL and shall provide to the - COMPANY UPON REQUEST, copies of ALL such acknowledgments. - -4. RECIPIENT agrees that he/she WILL NOT UTILIZE ANY CONFIDENTIAL MATERIAL - to which he/she is exposed by reason of his/her relationship hereunder - to COMPANY in such manner as to CIRCUMVENT the relationship between the - COMPANY and others, nor to benefit, DIRECTLY or INDIRECTLY, from such - CONFIDENTIAL MATERIAL, except pursuant to any agreement between - RECIPIENT and the COMPANY. - -5. RECIPIENT further agrees to INDEMNIFY and HOLD the COMPANY HARMLESS - from and against any losses incurred due to any unauthorized use or - disclosure of the CONFIDENTIAL MATERIAL. - -6. Any VIOLATION or THREATENED VIOLATION of this AGREEMENT shall entitle - the COMPANY to INJUNCTIVE RELIEF, together with ANY OTHER REMEDIES - available to the COMPANY including MONETARY DAMAGES. In the event of - ACTUAL VIOLATION of the AGREEMENT, the COMPANY shall receive, from - RECIPIENT 100% of ALL INCOME which RECIPIENT has acquired form said - BREACH of this AGREEMENT. - -7. If any provision in this AGREEMENT is held, by a COURT of competent - jurisdiction, to be invalid, void or unenforceable, the remaining - provision shall nevertheless CONTINUE in FULL FORCE, without being - impaired or invalidated IN ANY WAY. The failure of the COMPANY to - enforce any provision of this AGREEMENT shall NOT be construed as a - waiver of any such provision, nor prevent the COMPANY from enforcing - such provision or any other provision of this AGREEMENT. - - 111 S. Birmingham St. Wylie, TX 75098 Voice (972)442-6774 FAX (972)442-9386 - www.perma-tune.com - Page 2 of 3 - - - - -Perma-Tune Electronics Inc. - - RECIPIENT AGREED AND ACCEPTED - - AGREED BY: - - Perma-Tune Electronics, Inc. - ---------------------------- - Company Name - - Linda Decker - ---------------------- - Name of Corporate Officer - - Corporate Secretary - Title - - /s/ Linda Decker - ----------------------- - Signature - - 566-15-xxxx - ------------------------------ - EIN or Social Security Number - - 6-1-93 - ---------------------- - Date - - ACCEPTED BY: - - Lonnie Lenarduzzi - President, Perma-Tune Electronics Inc. - - /s/ Lonnie Lenarduzzi - ---------------------- - Signature - - 6-1-93 - ----------------------- - Date - - 111 S. Birmingham St. Wylie, TX 75098 Voice (972)442-6774 FAX (972)442-9386 - www.perma-tune.com - Page 3 of 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1077050_0000950147-99-000049_document_10.txt b/contract-nli/contract nli in txt/1077050_0000950147-99-000049_document_10.txt deleted file mode 100644 index 0565fa784bf58e053f2b24e141429aec9930c187..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1077050_0000950147-99-000049_document_10.txt +++ /dev/null @@ -1,235 +0,0 @@ -MUTUAL CONFIDENTIALITY AND - NON-DISCLOSURE AGREEMENT - - This Agreement is made and entered into on the 10th day of September, -1997. - -BETWEEN: -(1) Creative Labs, Inc. having the principal offices at 1901 McCarthy - Boulevard, Milpitas, CA 95085 ("Creative"). - -(2) Pacific Magtron, Inc. a California corporation having its principal offices - at 1800 California Circle, Milpitas, CA 95085 (" ") - -WHEREAS: - -1. Creative and Pacific Magtron are engaged in discussions with respect to a - possible business or financial arrangement or venture between them relating - to multimedia technology. - -2. In connection therewith disclosure of certain information which is - proprietary/confidential to the parties may become necessary or desirable. - -3. Each party is willing to disclose such Proprietary/Confidential Information - to the other parties upon the terms and conditions herein set forth and - each party is willing to maintain the confidentiality of such information - disclosed to it by the other parties in accordance with the terms and - conditions hereof. - -NOW THEREFORE, in consideration of the disclosure of such -Proprietary/Confidential Information and the mutual covenants and promises -herein contained, it is agreed as follows: - -1. INTERPRETATION - For the purposes of this Agreement, "Proprietary/Confidential Information" - shall mean any and all proprietary, secret information, technical data or - know-how related to any aspect of other party's business or technology - including, without limitation, data, know- how, formulas, designs, - photographs, drawings, specification, software programs and samples and any - other material bearing or incorporating any such information which is - disclosed by one party to the other, which information, data or know-how is - marked or stipulated as being "Proprietary", "Confidential", "Strictly - Private" or otherwise, using words of similar significance. Such disclosure - may be made either directly or indirectly, in writing, orally or by - drawings, plans or inspection of products, materials, parts or equipment. - -2. UNDERTAKING OF THE PARTIES - Each party hereby undertakes to treat and maintain all - Proprietary/Confidential Information received from any of the other parties - in confidence. With respect thereto, each party hereby undertakes and - agrees as follows: - - - - i. For a period of 5 years from the date of this Agreement, the receiving - party shall not publish, disseminate nor disclose any - Proprietary/Confidential Information received from any of the other - parties to any third party accept to those of its own employment - having valid need to know the information in the course of employment - and such disclosure shall be on terms not less restrictive than those - herein contained. - - ii. The receiving party shall use the same degree of care to avoid - disclosure or use of the Proprietary/Confidential Information as it - uses in respect of its own information of like importance but in no - case less than a reasonable degree of care. - - iii. The receiving party shall in accordance with the request of the other - parties, either return all copies, recording and tangible - manifestations of Proprietary/Confidential Information or destroy the - same following a determination by any of the parties not to enter into - any arrangement or venture with each other of the kind contemplated - herein or upon termination of any related memorandum of understanding - or agreement entered into between the parties or upon the written - request of the disclosing party. - -3. EXCEPTIONS - - The aforesaid restrictions on the parties shall not apply to any - Proprietary/Confidential Information which - - i. Can be proved by documentary evidence to be such - Proprietary/Confidential Information that was already in the - possession of the receiving party and at its free disposal before the - disclosure hereunder to it; - - ii. Is received by the receiving party from third parties without - accompanying secrecy or confidentiality obligations and not in - violation of any duty of confidence under this agreement; - - iii. Is independently developed by the receiving party; - - iv. Is or becomes generally available to the public in printed - publications in general discussion through no act or default on the - part of the receiving party or its agents or employees; - - v. Is furnished to a third party by a party hereunto who owns such - Proprietary/Confidential Information without similar restriction on - the third party's rights; - - vi. Is approved for release by written authorization of the other party; - or vii. Is disclosed pursuant to any requirement or request by - operation of law provided that the involving party shall prior to - disclosure notify the disclosing party of any such requirement or - request. - -4. OWNERSHIP - - All Proprietary/Confidential Information disclosed pursuant to this - Agreement shall be and remain the property of the disclosing party. Nothing - in this Agreement shall be construed as granting or confirming any rights - by license or otherwise expressly impliedly or otherwise, for any of the - Proprietary/Confidential Information disclosed by the disclosing party - hereunder. All Proprietary/Confidential Information, existing in written - form or recorded in any other tangible medium, shall be returned to the - disclosing party upon its request, together with any reproductions or - copies thereof. Further, upon the disclosing party's request, notes, - memoranda and reports which incorporate the Proprietary/Confidential - Information shall, without exception, be destroyed. - -5. ORAL DISCLOSURE - - In the event the disclosing party of such Proprietary/Confidential - Information orally discloses the information to the receiving party, the - disclosing party agrees to promptly notify the receiving party of the - confidentiality of such oral disclosure and reduces to writing such - Proprietary/Confidential Information and submit the same to the receiving - party within 15 days of such oral disclosure, upon which the receiving - party shall not be bound by the confidentiality obligations as herein - provided as regards the said Proprietary/Confidential Information disclosed - orally. - -6. AUTHORIZATION - - Each party agrees that necessary authorizations, permits or licenses - including expert licenses as may be required will be obtained prior to the - exportation/disclosure of any Proprietary/Confidential Information relating - to the technology of the other party. The disclosing party shall notify the - receiving party of the need to obtain any required authorizations, permits - and licenses and/or the need to comply with any relevant laws or - regulations relating to the disclosure. The disclosing party shall obtain - the required authorizations, permits and licenses. - -7. SURVIVAL - - The aforesaid obligations of the receiving party shall survive the - termination of this Agreement. - -8. LIMITED WARRANTY - - Each party hereto warrants that it has the right to disclose the - Proprietary/Confidential Information which it discloses to the other - parties and that the Proprietary/Confidential Information disclosed is to - the best of its knowledge, correct. Nothing contained in this agreement - shall be construed to obligate any party to disclose any information to the - other parties. - -9. REMEDY FOR BREACH - - It is understood and agreed between the parties that any breach of the - obligations of confidentiality contained in this Agreement may cause the - disclosing party irreparable loss. Accordingly, and in addition to any - other remedies a party may have in law or equity, the disclosing party - shall be entitled to obtain injunctive relief against the receiving party - to prevent any further or continuing breach of the receiving party's - obligations or additional damage to the disclosing party in the event such - loss is in fact incurred by the disclosing party as a result of the breach - or is imminent. - -10. SEVERABILITY - - If, for any reason, a court of competent jurisdiction finds any provision - of this Agreement, or any portion thereof, to be unenforceable, such - decision shall not affect the validity of the remaining portion, which - remaining portion shall continue in full force and effect as if this - Agreement had been executed with the invalid portion thereof eliminated - therefrom. - - In the event that a portion of this Agreement shall be declared to be - invalid, then the parties agree, that they shall, in good faith, negotiate - with one another to replace such invalid provision with a valid provision - as similar as possible to that which had been said to be invalid. - -11. TERMINATION - - This Agreement shall govern all matters referred to herein until terminated - by either party upon thirty days written notice to the other or in - accordance with this Agreement. Upon termination, all information and - materials shall be returned to the respective parties. Notwithstanding the - termination, each party shall continue to fulfill its obligations hereunder - for a period of five (5) years thereafter. - -12. MISCELLANEOUS - - Any notice or communication to be given under this Agreement shall be given - if delivered in writing to the intended recipient at the address and marked - for the attention of the person set out in this Agreement or as may be - notified from time to time by the party concerned. - - This Agreement shall be fully binding upon inure to the benefit of and be - enforceable by the parties herein, their legal representatives and other - respective successors and assigns. Each party shall not make any assignment - of the Agreement or any interest therein without the prior written consent - of the other party. - - The failure of any party to insist upon or enforce strict performance of - any of the provisions of this Agreement or to exercise any rights or - remedies under the Agreement shall not be construed as a waiver or - relinquishment to any extent of such party's rights to assert or rely upon - any such provisions, rights or remedies in that or any other instance; - rather the same shall remain in full force and affect. - - The terms of this Agreement are confidential and shall not be disclosed to - third parties without the written consent of all parties, accept to the - extent required by a court or regulatory agency of competent jurisdiction. - -13. GOVERNING LAW - - This Agreement shall be governed by, construed and enforced in accordance - with California Law. - - IN WITNESS WHEREOF, the parties have hereunto set their hands the day and -year first written above. - - -CREATIVE LABS, INC PACIFIC MAGTRON, INC. - -Signature: /s/ Joseph R. Bowsky Signature: /s/ Ted Li - -------------------------- -------------------------- - -Name: Joseph R. Bowsky Name: Ted Li - ------------------------------- ------------------------------- - -Designation: National Sales Manager Designation: President - ------------------------ ------------------------ - OEM Division \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1077150_0001077048-99-000003_document_23.txt b/contract-nli/contract nli in txt/1077150_0001077048-99-000003_document_23.txt deleted file mode 100644 index f827509eef1fda645ef090508316e07a32083b5c..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1077150_0001077048-99-000003_document_23.txt +++ /dev/null @@ -1,82 +0,0 @@ -NON-DISCLOSURE AGREEMENT - - The parties to this Agreement are Anonymous Data Corporation -(hereinafter ADC) and BATTELLE MEMORIAL INSTITUTE, PACIFIC NORTHWEST -DIVISION (hereinafter BATTELLE). Both parties have concluded that the -following understanding will establish the conditions under which the -Proprietary Information can be disclosed or exchanged. - - For and in consideration of the mutual understandings by ADC and -BATTELLE, it is hereby agreed: - -1. "Proprietary Information" is confidential and proprietary information - relating to: 1) Protection of employee medical records relative to drug - testing results, 2) Protection of medical records relative to infectious - disease testing, 3) Protection of genetic testing records, and 4) Biometric - identification of patients and results in the fields of pharmacy, blood - banking, radiology and laboratory specimens; and related projects. - -2. All disclosures of "Proprietary Information" will be in writing and - marked "PROPRIETARY' or equivalent words by ADC at the time such writings - are first furnished to BATTELLE. - -3. BATTELLE and its representative(s) shall maintain the identified - Proprietary Information in confidence for a period of three (3) years from - the effective date of this Agreement. During this period, BATTELLE shall - not divulge such information to any third party or use such information for - any purpose other than review and evaluation without the prior written - consent of ADC. BATTELLE shall treat such information with the same degree - of care as it accords to its own proprietary information. - -4. It is understood by the parties that this obligation of - confidentiality shall not apply to information which: - - 1. is published or becomes published or otherwise becomes generally - available to the public through no breach of this Agreement by BATTELLE; or - - 2. BATTELLE can show was properly in its possession prior to receipt of - the disclosure from ADC; or - - 3. is independently developed by BATTELLE staff not having access to ADC - Proprietary Information as demonstrated by competent documentary evidence; - or - - 4. becomes available to BATTELLE from an independent source without - breach of agreement or violation of law; or - - - - 5. is required to be disclosed pursuant to proper governmental or - judicial process, provided that notice of such process is promptly provided - to ADC in order that ADC may have every reasonable opportunity to intervene - in such process to contest such disclosure - -5. Proprietary Information disclosed hereunder shall remain the property - of ADC. No license under any patent, copyright, trademark or trade secret - is granted or implied. - -6. This Agreement shall be governed by and construed in accordance with - the laws of the State of Washington and any action brought to enforce any - provision or obligation hereunder shall be brought in a court of competent - jurisdiction in the State of Washington. The prevailing party in any such - proceeding shall be entitled to receive from the other party all reasonable - attorneys' fees incurred by such prevailing party and all costs reasonably - incurred in connection therewith. - -The term of this Agreement shall be one (1) year, or as extended by written -modification. Article 3 shall survive termination. The effective date of -this Agreement shall be determined by the date affixed hereto by the party -last signing this Agreement. - - - -BATTELLE MEMORIAL INSTITUTE ANONYMOUS DATE CORPORATION -PACIFIC NORTHWEST DIVISION - -BY:/s/ Laurie Berube BY:/s/James Beecham - -PRINTED NAME Laurie P. Berube PRINTED NAME James E. Beecham - -TITLE Contracting Officer TITLE President / CEO - -DATE______May 8, 1998________________ DATE_______May 4, 1998_____________ \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1077150_0001077048-99-000003_document_25.txt b/contract-nli/contract nli in txt/1077150_0001077048-99-000003_document_25.txt deleted file mode 100644 index 9c575021830534ed2d2bc2f5c0c91b84e49da0a2..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1077150_0001077048-99-000003_document_25.txt +++ /dev/null @@ -1,197 +0,0 @@ -NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT - - - This AGREEMENT is entered into effective this18th day of June 1998, -Between Anonymous Data Corporation, (hereinafter "ADC"), having its -principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas, Nevada -89103, and Polaroid Corporation, having principal office at Technology -Square, Cambridge, MA 02139. - - WHEREAS, the above parties contemplate discussions concerning ADC's -involvement in the business of using biometrics in the medical field, both -domestically and internationally. The discussions in particular shall be -for the following purpose(s): 1) Protection of employee medical records -relative to drug testing results, 2) Protection of medical records relative -to infectious disease testing, 3). Protection of genetic testing records, -and 4). Biometric identification of patients and results in the fields of -pharmacy, blood banking, radiology and laboratory specimens; and related -projects. And - - WHEREAS, in order to facilitate such discussions, certain confidential -and proprietary information, including without limitation technical, -patented, financial, or business information and trade secrets, may be -disclosed between the parties. - - NOW THEREFORE, for good and valuable consideration and intending to be -legally bound, the parties agree as to the following: - - 1. The term "Information", as used in this Agreement, means all -specifications, drawings, sketches, models, samples, reports, plans, -forecasts, current or historical data, computer programs or documentation -and all other technical, financial or business data, as well as any trade -secrets or other information concerning the business, customers, methods, -operations and services of a party. - - 2. "Proprietary Information" is defined as information of the -disclosing party, not generally available to the public, which the -disclosing party desires to protect against unrestricted disclosure or -competitive use. - - 3. All information of the disclosing party disclosed to or otherwise -available to the other party as a result of the discussions hereunder or -subsequent work with each other shall be protected hereunder as Proprietary -Information of the disclosing party unless: - - a. if in writing or other tangible form, it is conspicuously - labeled by the disclosing party as not Proprietary - Information; and - - b. if oral, it is identified by the disclosing party as not - proprietary Information. - - - - Either party shall have the right to change any information -incorrectly designated as not Proprietary by written notification as soon -as practical after such error is determined. The party receiving said -notification shall, from that time forward, treat such information as -Proprietary Information. - - 4. All disclosures of Proprietary Information between the parties -pursuant to this Agreement shall be made by or under the supervision of a -Designated Coordinator for each party (identified in Paragraph 12 below). -Such Designated Coordinators shall first agree what Information submitted -by the disclosing party is not Proprietary Information before the receiving -party accepts the Information as not Proprietary Information. - - 5. Except as otherwise specified and subject to the provisions of -Paragraph 6 below with respect to any Proprietary Information provided -hereunder, the receiving party shall use the highest degree of care and -discretion to limit disclosure of such Proprietary Information including -taking steps: - - a. to restrict disclosure of Proprietary Information solely to - its employees with a need to know and not disclose such - Proprietary Information to any other parties; - - b. to advise all employees and Authorized Advisors of receiving - party with access to the Proprietary Information of the - obligation for protecting the Proprietary Information as - provided hereunder; and - - c. to use the Proprietary Information provided hereunder only - for purposes directly related to the Purposes described - first above herein and for no other purposes. - - The "Authorized Advisor" is such other person(s), who is an -advisor to receiving party necessary for the Purposes described first -above, who disclosing party in writing has authorized to receive -Proprietary Information of disclosing party, and who agrees in writing to -the satisfaction of disclosing party to be bound by the terms hereof. -Proprietary Information may not be reproduced or copied, in part or in -whole, without the prior written consent of the disclosing party. - - 6. All Proprietary Information (including any reproductions and -copies thereof) shall remain the property of the disclosing party and shall -be returned by the receiving party to the disclosing party upon request. -No disclosure of any Proprietary Information hereunder shall be construed a -public disclosure of such Proprietary Information by either party for any -purpose whatever. The obligations imposed upon either party herein shall -not apply to Information whether or not designated as Proprietary -Information which is disclosed pursuant to a valid order of a court or -other governmental - - - -body or any political subdivision thereof; provided, however, that the -recipient of the order shall first have given notice to the disclosing -party and made a reasonable effort to obtain a protective order requiring -that the Information and/or documents so disclosed to be used only for the -purposes for which the order was issued. - - 7. ADC and Polaroid agree to make full disclosure of any business -dealings or arrangements with third parties, persons, or entities -introduced by the other party in connection with such Confidential -Information and/or projects. The spirit of mutual trust and confidence and -equitable treatment, shall be the underlying principle of this undertaking, -and ADC and Polaroid agree to adhere thereto. - - 8. Nothing contained in this Agreement shall be construed as -granting or conferring any rights by license or otherwise in any -Proprietary Information disclosed to the receiving party. If the parties -hereto decide to enter into any arrangement regarding any Proprietary -Information develops herefrom it shall only be done on the basis of a -separate written agreement between them. - - 9. ADC and Polaroid hereby agree not to circumvent, or to attempt to -circumvent, this Agreement in an effort to deprive the other party to this -agreement of fees, commissions or other remuneration, in connection with -the use of Confidential Information and/or in pursuit of the above listed -purposes and projects, and both parties shall indemnify the other against -any circumvention or attempt to circumvent by the offending party. - - 10. The furnishing of Proprietary Information hereunder shall not -obligate either party to enter into any further agreement or negotiation -with the other or to refrain from entering into an agreement or negotiation -with any other party. - - 11. In the event either party discloses, disseminates or releases any -Proprietary Information received from the other party or threatens to do -so, except as authorized hereunder, such disclosure, dissemination or -release will be deemed a material breach of this Agreement and the -disclosing party may demand prompt return of all Proprietary Information -previously provided to such party and obtain a preliminary and permanent -injunction enjoining any such disclosure, dissemination or release. The -provisions of this paragraph are in addition to any other legal right or -remedies the party whose Proprietary Information has been disclosed, -disseminated or released may have under federal or state law including -without limitation, any claims for disclosing party's direct and -consequential damages. The prevailing party in any dispute hereunder shall -be entitled to its costs and expenses in connection with enforcement and -any claim for damages for any violation of this Agreement, including its -reasonable attorneys' fees and court costs. - - - - - 12. The Designated Coordinator for: Polaroid Corporation - Name: _______________________________ - Address: _____________________________ - City, State: ___________________________ - Telephone: ___________________________ - - FOR Anonymous Data Corporation: - James E. Beecham, MD, President - Anonymous Data Corporation - 4340 S. Valley View Drive, Suite 210 - Las Vegas, NV 89103 - Telephone: (702) 221-0756 - Fax: (702) 227-8413 - Each party may change its Designated Coordinator at any time -during the term of this Agreement by notifying the Designated Coordinator -for the other party in writing. All notices hereunder shall be in writing -and mailed, faxed, or delivered to the Designated Coordinator at the place -or fax number listed above. - - 13. This agreement shall be effective, covering all present and -future negotiations by and between ADC and Polaroid concerning the use by -ADC and Polaroid of such Confidential Information and/or projects from the -date of this Agreement and shall continue for three (3) years. If ADC and -Polaroid enter into any collateral agreements during this three year -period, the provisions of this Non-disclosure and Non-circumvent agreement -shall remain effective and in force until the expiration of any such -subsequent or collateral agreements. - - 14. This Agreement constitutes the entire agreement between the -parties and supersedes any prior or contemporaneous oral or written -agreements and representations with regard to the subject matter thereof. -This Agreement may not be modified except by writing signed by both -parties. If any provision of this Agreement shall be invalid or -unenforceable, the remainder of this Agreement shall remain in full force -and effect. - - 15. This Agreement shall be governed by the laws of the Nevada. - - IN WITNESS WHEREOF, authorized officers of the parties have executed -this Agreement the date stated below, to be effective the date and year -first above written. \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1082797_0000950131-01-501837_dex99d2.txt b/contract-nli/contract nli in txt/1082797_0000950131-01-501837_dex99d2.txt deleted file mode 100644 index 5544c20893a646aa868eb4b8edb3fc274bfbbffa..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1082797_0000950131-01-501837_dex99d2.txt +++ /dev/null @@ -1,155 +0,0 @@ - - - Exhibit 99(D)(2) - - - NON-DISCLOSURE AGREEMENT - - - This Agreement, made and entered into as of the 30th day of March, 2001, by -and between MyPoints.com, Inc., a corporation organized under the laws of the -State of Delaware, having a place of business at 100 California St., 12th Floor, -San Francisco, CA 94111 ("MyPoints.com"), and United NewVentures, a division of -United Airlines, Inc. with its principal place of business at 1200 E. Algonquin -Rd, Elk Grove Village, IL 60007 ("Receiving Party"). - - WHEREAS, MyPoints.com is engaged in the business of marketing and selling -online business programs and services, and owns and operates the MyPoints(R) -Program, BonusMail(R) Program and other internet related programs; - - WHEREAS, Receiving Party, in conjunction with OurHouse, Inc., has indicated -an interest in potentially acquiring MyPoints.com and in this regard has -requested certain financial, business, technical and other information about -MyPoints.com which information is proprietary to, and held as the confidential -information of, MyPoints.com (hereinafter referred to as the "Confidential -Information"); - - WHEREAS, MyPoints.com has agreed to provide the Confidential Information to -Receiving Party, and Receiving Party agrees to accept such Confidential -Information only in strict accordance with the provisions of this Agreement. - - NOW, THEREFORE, in consideration of the mutual agreements contained herein, -and other good and valuable consideration, the receipt and sufficiency of which -is hereby mutually acknowledged, the parties agree as follows: - -1. This Agreement shall bind Receiving Party and those taking under it with - regard to all Confidential Information disclosed to, or obtained by, - Receiving Party hereunder. For the purposes of this Agreement Confidential - Information shall include all information disclosed, directly or indirectly, - through any means of communication or observation, by MyPoints.com to or for - the benefit of Receiving Party, that relates to or is derived from - MyPoints.com's technical, business, strategic, marketing or creative affairs, - or to any other matter that the Receiving Party is advised or has reason to - know is the confidential or proprietary information of MyPoints.com. Any - material provided by MyPoints.com to Receiving Party which is clearly - designated "Confidential" (or other similar legend) will be presumed to be - Confidential Information. The absence of any such legend, however, will not - preclude the same from being deemed Confidential Information. - -2. Receiving Party agrees that receipt of Confidential Information, pursuant to - this Agreement, is exclusively for the purpose of evaluating a potential - acquisition of - - - MyPoints.com and Receiving Party shall not use the Confidential Information - for any other purpose. - -3. Confidential Information disclosed to Receiving Party hereunder shall: - - a. not be copied or distributed, disclosed, or disseminated in any way or - form by the Receiving Party to any third party without the written - permission of MyPoints.com first obtained; - b. be treated by the Receiving Party with the same degree of care to avoid - disclosure to any third party as is used with respect to the Receiving - Party's own proprietary and confidential information of like importance; - c. remain the property of the MyPoints.com, and shall be returned by the - Receiving Party to MyPoints.com (along with all copies thereof) promptly - upon its receipt of a request from MyPoints.com to do so; - d. not be used by Receiving Party for any purpose other than as specified - herein or otherwise approved by MyPoints.com in writing. - -4. The obligations set forth in Paragraph 3 above shall not apply to any -information which: - - a. is already in the public domain at the time of disclosure to the - Receiving Party or becomes available to the public through no breach of - this Agreement by the Receiving Party; - b. was lawfully in the Receiving Party's possession prior to receipt from - the MyPoints.com; - c. is disclosed to Receiving Party by a third party with the right to do - so. - - For the purposes of this Paragraph 4, information shall not be deemed to be - in the public domain merely because any part of said information is embodied - in general disclosures or because individual features, components or - combinations thereof are now, or become, known to the public, provided, - however, that the obligations of Paragraph 3 hereof shall not apply to any - such part of said information. - -5. Unless otherwise mutually agreed in writing, the Receiving Party's - obligations with respect to each item of Confidential Information shall - terminate five (5) years from the date of the receipt thereof by the - Receiving Party. - -6. Nothing contained herein shall obligate MyPoints.com to disclose any - particular information to Receiving Party nor require Receiving Party to - accept such information. - -7. This Agreement shall be effective as of the date first set forth above - -8. Receiving Party warrants and represents that it possesses all necessary - power, right and authority to lawfully execute and perform the obligations - set forth herein. - - 2 - - -9. This Agreement represents the entire understanding and agreement of the - parties and supersedes all prior communications, agreements and - understandings relating to the subject matter hereof. The provisions of this - Agreement may not be modified, amended nor waived, except by a written - instrument duly executed by both parties. This Agreement may not be assigned - by Receiving Party without the prior written consent of the MyPoints.com. - This Agreement is made subject to, and shall be construed under, the laws of - the State of Illinois. - -10.Receiving Party agrees to keep the existence and nature of this Agreement - confidential. - -11.In the event that Receiving Party becomes legally compelled to disclose any - of the Confidential Information, Receiving Party shall provide MyPoints.com - with prompt notice so that it may seek a protective order or other - appropriate remedy and/or waive compliance with the provisions of this - Agreement. In the event MyPoints.com is unable to obtain such protective - order or other appropriate remedy, only that portion of the Confidential - Information which has been deemed by a written opinion of counsel to be - legally required to be furnished, shall be disclosed, and Receiving Party - will cooperate with the MyPoints.com to obtain a protective order or other - reliable assurance that confidential treatment will be accorded the - Confidential Information so disclosed. - -12.It is understood and agree that monetary damages will not be a sufficient - remedy for any breach of this Agreement by the Receiving Party, and that - MyPoints.com shall be entitled to specific performance and/or injunctive - relief as a remedy for any such breach of this Agreement, but said remedies - shall be in addition to all other remedies available at law or in equity. It - is further agreed that this Agreement is made for the benefit of - MyPoints.com, and that no failure or delay by MyPoints.com to enforce its - rights hereunder shall operate as a waiver of any right, power or privilege - under this Agreement, nor shall any single or partial exercise thereof - preclude any other or further exercise thereof. - -IN WITNESS WHEREOF, an authorized representative of each respective party has -executed this Agreement on the dates following their respective signatures. - -MyPoints.com, Inc. ("MyPoints.com") United NewVentures ("Receiving Party") - -By: /s/ Craig S. Stevens By: Rick Poulton - ----------------------------- ----------------------------------- -Title: Sr. Vice President Title: Chief Financial Officer - and General Counsel -------------------------------- - ------------------------- -Date: 4\4\01 Date: 4\4\01 - --------------------------- -------------------------------- - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1084000_0001144204-06-046785_v056501_ex10-16.txt b/contract-nli/contract nli in txt/1084000_0001144204-06-046785_v056501_ex10-16.txt deleted file mode 100644 index 723095606d4ecce322a2f2f7c53a14483bec0b2f..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1084000_0001144204-06-046785_v056501_ex10-16.txt +++ /dev/null @@ -1,164 +0,0 @@ -Exhibit 10.16 - - JOINT RESEARCH AGREEMENT ASSIGNMENT - AND NON-DISCLOSURE AGREEMENT - - JOINT RESEARCH AGREEMENT - - This Joint Research Agreement ("JRA") is effective as of May 25, 2005 by -and between Nanolution, LLC ("Nanolution") and NaturalNano Inc. ("NaturalNano") -(also referred to herein as "the Parties"). - - The parties have agreed to conduct and support joint research in the field -of drug delivery utilizing naturally occurring halloysite nanotechnologies ("the -Project"). This JRA covers the exchange of ideas and information as well as the -performance of experimental, developmental, and/or research work ("the Work") -performed under the Project, and the ownership of confidential or proprietary -information, including any intellectual property. - - The term of the Project shall be from May 25, 2005 and shall continue at -least until the desired drug delivery technology has been proven commercially -viable, or until mutually terminated by both parties. - - The Work performed as a result of the Project shall be subject to this JRA -regardless of where the Work is performed or by whom. In addition, all -intellectual property, including but not limited to inventions, conceptions, -ideas, know-how, discoveries, processes, machines, manufactures, compositions of -matter, formulations, processes, biological material, biological methods, or any -improvements thereof, whether or not patentable or suitable for other form of -exclusive right or legal protection, conceived, made or derived during the -course of Work within the Project under this JRA shall be owned by and assigned -to the Parties as follows: - -o All medical uses and inventions that arise out of this JRA shall be owned - by Nanolution. - -o All purification processes for raw halloysite and all non-medical - applications that arise out of this JRA shall be owned by NaturalNano. - -For: NANOLUTION, LLC For: NATURALNANO INC. -By: /s/ John Lanzafame By: /s/ Michael Riedlinger - ----------------------------- ----------------------- -Name: John Lanzafame Name: Michael Riedlinger -Title: President Title: President - - - - - -2- - - NON-DISCLOSURE AGREEMENT - - The Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION, -as defined herein, which might relate to the inventions, conceptions, ideas, -know-how, discoveries, processes, machines, manufactures, compositions of -matter, formulations, processes, biological material, biological methods, or any -improvements thereof, whether or not patentable or suitable for other form of -exclusive right or legal protection, conceived, made or derived during the -course of Work within the Project under this JRA; and - - The Parties are willing to disclose to each other such necessary -CONFIDENTIAL INFORMATION provided each Party preserves the confidential nature -of the other Party's INFORMATION and uses it solely for purposes of this -Agreement. - - The Parties agree as follows: - - 1. "CONFIDENTIAL INFORMATION" as used in this Agreement means all -technical or business information disclosed by one of the Parties to another -pursuant to the JRA that is identified at the time of disclosure or within -thirty (30) days thereafter as being confidential and proprietary. No -information will be regarded as CONFIDENTIAL INFORMATION if the Party to which -it is disclosed can show by competent proof that such information - - (a) was at the time of disclosure, or subsequently became, through -no fault of the receiving Party, known to the general public through publication -or otherwise; or - - (b) was, subsequent to disclosure to a Party, lawfully and -independently received by that Party from a third party who had the right to -disclose it without restriction. - - Specific aspects or details of CONFIDENTIAL INFORMATION shall not be -deemed to be within the public domain or in the possession of a Party merely -because the CONFIDENTIAL INFORMATION is embraced by general disclosures in the -public domain or in the possession of a Party. In addition, any combination of -CONFIDENTIAL INFORMATION shall not be considered in the public domain or in the -possession of a Party merely because individual elements thereof are in the -public domain or in the possession of that Party unless the combination and its -principles are in the public domain or in the possession of that Party. - - 2. Any Party, at its discretion, may disclose to another Party any -CONFIDENTIAL INFORMATION that the disclosing Party, in its reasonable judgment, -believes is sufficient to enable the receiving Party to arrive at conceptions, -ideas, innovations, discoveries, inventions, compositions, biological material, -biological methods, whether or not patentable or susceptible to any other form -of legal protection, during performance Under the IRA. Any Party may also cause -such disclosures to be made to the other Party on behalf of the disclosing Party -by third parties who are Under obligations of confidentiality to the disclosing -Party; such disclosures from third parties shall be deemed to be disclosures by -the disclosing Party. - - 3. In consideration of each and every disclosure of CONFIDENTIAL -INFORMATION, the Parties agree to: - - (a) treat as confidential and to preserve the confidentiality of all -CONFIDENTIAL INFORMATION; - - (b) use any and all CONFIDENTIAL INFORMATION solely in connection -with the performance of the IRA and for no other purpose; - - - - - -3- - - (c) make no disclosures of any CONFIDENTIAL INFORMATION to any party -other than officers and employees of a Party to this IRA; - - (d) limit access to CONFIDENTIAL INFORMATION to those officers and -employees having a reasonable need for such INFORMATION and being boUnd by a -written obligation to maintain the confidentiality of such INFORMATION; and - - (e) maintain in confidence any information regarding the nature or -scope of any transaction between the Parties, except to the extent such -information must be disclosed pursuant to law, and then only after notifying the -other Party of such requirement. - - Any obligation imposed by this paragraph 3 may be waived in writing by a -Party as to particular CONFIDENTIAL INFORMATION and to a particular use or -disclosure. Any such waiver will have a one-time effect and will not apply to -any subsequent situation regardless of its similarity. - - 4. All CONFIDENTIAL INFORMATION will remain the property of the disclosing -Party and, upon request of the disclosing Party, the receiving Party shall -promptly return to the disclosing Party all CONFIDENTIAL INFORMATION, or any -part or reproduction thereof. - - 5. The obligations of each and every Party, and each employee and officer -of each Party Under this Agreement will expire five (5) years from the -termination of the JRA. - - 6. This Agreement is subject to the laws (excluding conflicts rules) of -the State of New York. - - 7. The terms and provisions of this Agreement will inure to the benefit of -the Parties, their respective successors and assigns and will be binding on said -successors and assigns. This paragraph notwithstanding, neither Party may -disclose any CONFIDENTIAL INFORMATION to any successor or assign absent prior -written consent of the disclosing Party. - - 8. The Parties understand and agree that no right or license under any -patent, patent application, or know-how is granted to any other Party or any -other person by this Agreement or by any disclosure of any CONFIDENTIAL -INFORMATION. - -IN WITNESS WHEREOF, the parties have executed this Agreement on the date first -written above. - - -For: NANOLUTION, LLC For: NATURALNANO INC. -By: /s/ John Lanzafame By: /s/ Michael Riedlinger - ----------------------------- ----------------------- - Name: John Lanzafame Name: Michael Riedlinger - Title: President Title: President \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1084817_0001193125-14-004957_d648340dex99e2.txt b/contract-nli/contract nli in txt/1084817_0001193125-14-004957_d648340dex99e2.txt deleted file mode 100644 index 793c1be6fec02c652073528ce069e967c9e00460..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1084817_0001193125-14-004957_d648340dex99e2.txt +++ /dev/null @@ -1,135 +0,0 @@ - -EX-99.(e)(2) - - -Exhibit (e)(2) -ORACLE CONFIDENTIAL DISCLOSURE AGREEMENT FOR -STRATEGIC MATTERS -  - -This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective date listed -below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”). -Oracle and the Company are entering into discussions concerning a possible strategic transaction involving the Company and/or its shareholders (the -“Transaction”). In connection with these discussions, the parties expect to make available to one another certain non-public, confidential and/or proprietary information, which may include information concerning their respective business -prospects and plans, financial condition, technology, operations, assets and liabilities (collectively, the “Evaluation Material”). As a condition to each party furnishing the Evaluation Material to the other party and the directors, -officers, employees, agents or advisors of such party or its subsidiaries or other affiliates (collectively, “Representatives”), each party agrees that the Evaluation Material furnished to it hereunder shall be treated in accordance with -the terms of this Agreement. 1. Evaluation Material. “Evaluation Material” also includes notes, studies analyses, compilations, -plans, interpretations or other documents prepared by the receiving party or its Representatives to the extent that they contain or are based upon the Evaluation Material furnished to such party hereunder. The term “Evaluation Material” -does not include information that (a) is or becomes a matter of public knowledge or is generally available to the public not through a breach of this Agreement; (b) is or becomes available to the receiving party from a source other than -the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a duty of confidentiality with respect to such information; (c) is disclosed by the disclosing party to a third -party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the Evaluation Material. 2. -Non-Disclosure; Use. Each party agrees that, without the prior written consent of the other party, - - -neither it nor its Representatives will disclose to any other person (other than to such party’s Representatives who agree, or are otherwise bound, not to disclose the following except as -contemplated by this Agreement) any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction. Except as -otherwise provided in this Agreement, the Evaluation Material shall only be used by a party and its Representatives to evaluate, negotiate, facilitate or pursue a Transaction. -3. Personally Identifiable Information. To the extent that its Evaluation Material includes human resources data and/or other information that -serves to identify one or more individuals (“PII”), the disclosing party agrees to provide only such information as is required for evaluating or planning for a possible Transaction and to provide any notices and obtain any consents -necessary for the receiving party to store and access such PII globally and to use PII in connection with the Transaction. The receiving party agrees to notify the disclosing party of any request received by the receiving party for access, -correction, amendment or redaction of any PII. The disclosing party shall be responsible for compliance with all such requests. The receiving party also agrees to notify the disclosing party of any actual or suspected improper acquisition of PII of -which the receiving party becomes aware. 4. Residuals. Nothing in this Agreement shall be construed to limit the ability of either party or -any of its Representatives to use “residuals” relating to the Evaluation Material of the other party. The term “residuals” shall mean information of any kind included in or relating to the Evaluation Material which is retained in -the memories of Representatives of either party who have had access to the Evaluation Material, including ideas, know-how, or techniques contained therein, but not as a result of any deliberate effort to memorize the information. Without limitation -of the foregoing, neither party shall have any obligation to limit or restrict the assignment of its employees or to pay royalties to the other party in connection with any use of residuals. -  -  1 - - - -5. Independent Development. Nothing in this Agreement shall be construed to limit or preclude -either party from developing, using, marketing, licensing, and/or selling any independently developed software, hardware, technology or other materials similar or related to the Evaluation Material. -6. Required Disclosure. Notwithstanding anything to the contrary contained in this Agreement, in the event that a party or its Representatives -receives a request or is required (by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil demand or other process) to disclose any of the other party’s Evaluation Material or any of the other information -referred to in section 2 hereof (irrespective of the reason for any such request or requirement), the party requested or required to make such disclosure shall, to the extent reasonable and practicable, provide the other party with prior written -notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such order, remedy or waiver is not obtained, -the party requested or required to make the disclosure may disclose only that portion of the Evaluation Material or other information that such party, in the opinion of counsel, is required to disclose. -7. Return of Materials; Termination. Promptly upon written request from the other party, each party shall return or destroy (at the receiving -party’s option) all copies of the Evaluation Material (including all documents based thereon) in its or its Representatives’ possession, provided, that the receiving party shall only be required to use commercially reasonable efforts to -return or destroy any Evaluation Material created pursuant to its or its Representatives’ standard electronic backup and archival procedures. Notwithstanding the foregoing, the receiving party and each of its Representatives may each retain one -copy of the Evaluation Material to show compliance with this Agreement or to comply with applicable law, rule or regulation (or, in the case of a party’s advisors, professional standards). Notwithstanding the return or destruction of the -Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality. This Agreement and all rights and obligations hereunder shall terminate on the second anniversary of the Effective Date; -provided, however, that sections 4, 5 and 7 through 12 shall survive any termination of this Agreement. - -8. Definitive Agreements. Unless and until a final definitive agreement regarding the Transaction -has been executed by the parties, no agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any obligation whatsoever with respect to the Transaction by virtue of this Agreement or any -oral expression except for the matters specifically agreed to herein. The term “definitive agreement” does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to -provide or not provide Evaluation Material under this Agreement, to reject any and all proposals and to terminate discussions and negotiations at any time. -9. Entire Agreement. This Agreement sets forth the entire agreement with respect to the Evaluation Material disclosed hereunder and -supersedes all prior or contemporaneous agreements concerning such Evaluation Material, whether written or oral. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. -10. Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of -this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement may be executed in two or more -counterparts. 11. Governing Law; Jurisdiction. All matters arising out of, or relating to this Agreement shall be governed by the -procedural and substantive laws of the State of Delaware without regard to any conflicts of law principles. The parties irrevocably and unconditionally agree (a) that any action or proceeding relating to this Agreement shall be instituted -exclusively in any state or federal court in Delaware, (b) to submit to the exclusive jurisdiction of such courts, and (c) that venue is proper in such courts in any such action or proceeding. -12. Waiver. No failure or delay by either party or any of its Representatives in exercising any right, power or privilege under this Agreement -will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. -  -  2 - - - - - - - - -ORACLE CORPORATION - - - - -By: -  - /s/ Douglas Kehring - -Name: -  - Douglas Kehring - -Title: -  - Authorized Signatory -   - - - - - - -Effective Date: 12/5/2013 - - - -RESPONSYS, INC. - - - - -By: -  - /s/ Julian Ong - -Name: -  - Julian Ong - -Title: -  - General Counsel -   - - - - - - -Address: -  -1100 Grundy Lane, 3rd Floor - - -  -San Bruno, CA 94066 - -  3 diff --git a/contract-nli/contract nli in txt/1085220_0001014909-04-000090_exh6_3.txt b/contract-nli/contract nli in txt/1085220_0001014909-04-000090_exh6_3.txt deleted file mode 100644 index 008fcc1ac9e22a91dbddb4883b07a58c0895c922..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1085220_0001014909-04-000090_exh6_3.txt +++ /dev/null @@ -1,159 +0,0 @@ -Exhibit 6.3 - ----------- - - MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT - - This Mutual Confidentiality and Non-Disclosure Agreement (the "Agreement") -is entered in to as of 19th day of June, 2003 by and between ULTIMATTE -CORPORATION, a California corporation ("Ultimatte") and SBS INTERACTIVE, CO., a -Florida corporation, a successor by way of purchase of High Plateau Holdings, -Inc., an Ontario corporation, ("SBS"). - - RECITALS - -------- - - A. The parties hereto are also parties to that certain Amended And Restated -Design And Development Agreement of even date related to the development of the -"Keyer unit" (as defined therein). Pursuant to that agreement, the parties have -undertaken certain obligations to keep confidential information relating to the -Keyer Unit. - - B. The parties hereto anticipate and expect to discuss and exchange -information relating to future products, technology and other matters that may -be in their mutual benefit. - - C. The parties may, in conjunction with the aforesaid, disclose to each -other proprietary and/or confidential information including but not limited to -information relating to imaging techniques, algorithms, processes, products, -business plans, practices and strategies, discoveries, ideas, concepts, -inventions, know-how, techniques, designs, specifications, blueprints, diagrams, -models, prototype, flow charts, data, computer programs, and other technical, -financial or commercial information whether in written, oral or other tangible -or intangible forms (collectively, the "other Confidential Information"). - - D. The parties intend by this Agreement to set forth their agreement to -safeguard the other party's other confidential information and not to disclose -or use it for any purpose not permitted by the other party. - - TERMS AND CONDITIONS - -------------------- - - NOW THEREFORE, for good and valuable consideration the receipt of which is -hereby acknowledged and the covenants contained herein and intending to be -legally bound hereby, it is hereby agreed by the parties hereto as follows: - - 1. Duty to Keep Confidential. Each party receiving other confidential -information ("Receiving Party") belonging to or received from the other party -(the "Disclosing Party") shall safeguard the Disclosing Party's Other -Confidential Information and shall not disclose it (or any concepts, inventions -or other information derived there from) to third parties (unless required by -any judicial or governmental request, requirement or order) or to use it (or any - - - - - - - -concepts, inventions or other information derived there from) for any purposes -other than evaluation without the express prior written consent of the -Disclosing Party set forth in a separate written consent. - - 2. Identification. The disclosing Party shall identify the written Other -Confidential Information or any other Confidential Information disclosed in -tangible media by marketing it "Confidential" or "Proprietary" or "Secret" or -words of similar import. Other Confidential Information disclosed orally shall -be thereafter summarized by the Disclosing party and the summary provided to the -Receiving Party clearly identifying that such information is other party that -was not known by such party or commonly known in the public domain shall be -presumed to be other confidential for purposes of this Agreement. - - 3. Restriction on Access. The Receiving Party shall to use all reasonable -care, but in no event less than the same degree of care that it uses to protect -its own confidential information of similar importance, to prevent the -unauthorized use, disclosure, publication or dissemination of the other Party's -Other Confidential Information (and any concepts, inventions or other -information derived there from). Each party shall restrict access to the other -party's other confidential information (and any concepts, invention or other -information derived there from) to only those of its employees, representatives -or advisors to whom such access is reasonably necessary or appropriate for -carrying out the permitted use of such other confidential information. Each -party shall to obtain Non-Disclosure Agreements containing appropriate -restrictions on the persons signing the same prior to disclosing other -confidential information (or any concepts, inventions or other information -derived there from) to such persons. - - 4. Return of Other Confidential Information. Other Confidential Information -(and all concepts, inventions and other information derived there from) shall be -deemed, as between the parties hereto, to be the property of the Disclosing -party and the Receiving Party will, upon receipt of a written request from the -Disclosing Party, return to the Disclosing Party all such other Confidential -Information (and any concepts, inventions or other information derived there -from) that is maintained in tangible form and destroy all such information -maintained in electronic or other intangible media together with all copies or -extracts thereof. - - 5. No Warranty. Each of parties mutually acknowledge that the Disclosing -Party makes no representation or Warranty as to the reliability, accuracy or -completeness of Confidentiality Information and that any representation or -warranty that may be requested or given shall be set forth in a separate writing -signed by the party making that representation or warranty. - - 6. Injunctive Relief. The parties acknowledge that the breach of threatened -breach of this Agreement may result in irreparable injury to the Disclosing -Party and that, in addition to its other remedies, the Disclosing Party shall be -entitled to injunctive relief to restrain any threatened or continued breach of -this Agreement. The parties hereby waive any requirement for the posting of a - - - - 2 - - - -bond or other security in connection with the granting to the Disclosing Party -of such injunctive relief. - - 7. Miscellaneous. No failure or delay if either party in exercising its -rights herein shall be deemed to be a waiver of such rights unless expressly -made in writing by the party waiving its rights. This Agreement contains the -entire understanding between the parties with respect to the other Confidential -Information (and all concepts, inventions or other information derived there -from) and this Agreement may not be terminated, modified, amended or waived -orally but only through a writing signed by an authorized representative of the -party against whom it is sought to be enforced. There are no representations or -warrants except as expressly stated herein. This Agreement may be delivered by -facsimile and in any number of originality signed counterparts, each of which -shall constitute an original, but all of which, when taken together, shall be -considered one document. - - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be -executed and delivered as of the date first above written by persons duly -authorized. - -ULTIMATTE CORPORATION SBS INTERACTIVE, CO. - - -By: /s/ Lynne Sauve By: /s/ Todd Gotlieb - --------------------------- ------------------------------- -NAME: Lynne Sauve Todd Gotlieb -TITLE: President President - - - - - - - - - - - - - - - - - - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1089029_0000950123-07-007908_y31303a1exv10w13.txt b/contract-nli/contract nli in txt/1089029_0000950123-07-007908_y31303a1exv10w13.txt deleted file mode 100644 index e1bfc4d6500efae0defed63e5e9ba06f2ea719dd..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1089029_0000950123-07-007908_y31303a1exv10w13.txt +++ /dev/null @@ -1,170 +0,0 @@ - - -EX-10.13 - - - -  - -Exhibit 10.13 - -Non-Circumvention/Non-Disclosure Agreement - -     This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by -and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake -Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal -place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter -“Jag”). - -     1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain -parties, some of whom who have been identified to Jag and others who have yet to be identified by -Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions -with Jag. - -     2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, -its officers, directors, shareholders, employees and agents shall not have any contacts with the -Introduced Party other than through Flow, unless Flow grants permission in writing for such -contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or -indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either -financially or otherwise, from any information supplied to it in the context of any transaction -with an Introduced Party. - -     3. This Agreement shall be governed by and construed and enforced in accordance local laws of -the State of Florida applicable to agreements made and to be performed within the State, without -regard to conflict of laws principles thereof. - -     4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and -their respective principals, shareholders, heirs, officers, representatives, successors and -assigns. - -     5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the -person against whom it is charged. No waiver of any provision herein shall constitute a waiver of -any other provision hereof, or of the provision at any other time. - -     6. This is an agreement between separate legal entities and neither is the agent or employee -of the other for any purpose whatsoever. The parties do not intend to create a partnership or -joint venture between themselves. Neither party shall have the right to bind the other to any -agreement with a third party or to inure any obligation or liabilities on behalf of the other -party. - -     7. This Agreement contains the whole agreement between the parties concerning the subject -matter hereof and there are no collateral or precedent representation, agreements or conditions not -specifically set forth herein. - -     8. Any modification or amendment of any provisions of this Agreement must be in writing, -signed by the parties hereof and dated subsequent to the date hereof. - -     9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or -unenforceable for any reason whatsoever; - -1 - - - -  - - - - -  -(i) -  -the validity, legality and enforceability of -the remaining provisions of this Agreement (including, without -limitation, each portion of any Section of this Agreement containing -any such provisions held to be invalid, illegal or unenforceable) shall -not in any way be effected or impaired thereby; and - - -  - -  -(ii) -  -to the fullest extent possible, the provisions -of this Agreement (including, without limitation, each portion of any -Section of this Agreement containing any such provision held to be -invalid, illegal or unenforceable) shall be construed so as to give -effect to the intent manifested by the provision held, invalid illegal -or unenforceable. - - - -     IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure -agreement on the day, month and year first written above. - - - - -  -  -  -  -  -  -  - - - - -Flow Capital Advisor, Inc. -  -JAG Media Holding, Inc. - - -  -  -  -  -  -  -  - - -By: - -  -/s/ Albert Auer  -  -By: -  -/s/ Thomas J. Mazzarisi  - - -  - -  -  - -  -  -  -  - - -  - -  -Name: Albert Auer - -  -  -  -Name: Thomas J. Mazzarisi - - -  - -  -Title: President - -  -  -  -Title: Chairman & CEO - - - -2 - - diff --git a/contract-nli/contract nli in txt/1089717_0000898430-99-004004_document_2.txt b/contract-nli/contract nli in txt/1089717_0000898430-99-004004_document_2.txt deleted file mode 100644 index bf0911ab7fe3873cc1c025990ed2e0110144a75b..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1089717_0000898430-99-004004_document_2.txt +++ /dev/null @@ -1,141 +0,0 @@ - - CONFIDENTIAL - - NON-DISCLOSURE AGREEMENT - ------------------------ - FOR INTERTRUST CONFIDENTIAL INFORMATION - --------------------------------------- - - - THIS AGREEMENT (this "Agreement") is made effective as of ______________ - --------- -between INTERTRUST TECHNOLOGIES CORPORATION ("InterTrust"), a Delaware - ---------- -corporation, having a place of business at 460 Oakmead Parkway, Sunnyvale, -California 90486, and ___________("Recipient"), an individual citizen of - --------- -__________________________, residing at -___________________________________________________________, and an employee of -National Westminster Bank Plc ("NatWest"), a United Kingdom corporation with - ------- -offices at 41 Lothbury, London, England. - - The parties agree as follows: - -1. Pursuant to a Technology Development, Marketing and License Agreement dated -August 18, 1998 between InterTrust and NatWest (the "License Agreement"), - ----------------- -InterTrust may disclose to NatWest certain confidential information including -technical information embodied in and/or associated with InterTrust's InterTrust -Technology including, without limitation, software products and/or other -developments related to distributed, secure rights and/or event management, -associated designs, inventions, plans, and other information (the "Confidential - ------------ -Information"), all of which such information shall conspicuously be marked with ------------ -a notice or legend with the phrase "Confidential", as provided in the License -Agreement. In consideration for such Confidential Information being provided to -Recipient, Recipient agrees to be bound by the terms of this Agreement. -Disclosure of InterTrust Confidential Information to Recipient, and use and -disclosure of Confidential Information received by Recipient, shall occur only -in accordance with the terms and conditions of this Agreement. - -2. For a period of three (3) years following the disclosure of any Confidential -Information (such period to extend in perpetuity with respect to InterTrust -Technology), Recipient will retain such Confidential Information in confidence, -and will discuss such Confidential Information only with other NatWest -employees, other individuals who are under the direct control of NatWest and -work full time on NatWest premises (an "Individual Consultant"), -- all of whom - --------------------- -shall have a need to know said Confidential Information and who have executed a -copy of this Agreement. Recipient shall not, without the prior written -permission of InterTrust's Chairman or such other InterTrust Officer as who has -been designated in writing by InterTrust's Chairman (a "Designated InterTrust - --------------------- -Officer"), disclose Confidential Information to any person other than as set -------- -forth immediately above. Furthermore, without express written authorization of a -NatWest officer who is empowered by NatWest to provide such an authorization, -the Recipient will not make copies, in whole or in part, of the Confidential -Information, including translating, in whole or in part, the Confidential -Information into another language and/or shipping the Confidential Information, -in whole or in part, or any direct product thereof, to any other country. The -undersigned will not use the Confidential Information in any manner that is not -authorized by NatWest and in accordance with the License Agreement and the -undersigned will use the Confidential Information solely in the exercise of -NatWest's rights as provided by the License Agreement. Under no circumstances -will any information subject to the export or import laws of any jurisdiction be -transferred pursuant to their agreement without proper prior certification and -notification of appropriate regulatory offices in applicable jurisdictions and -InterTrust. - -3. The undersigned will not use Confidential Information except in fulfillment -of the undersigned employee's and/or other individual's obligations with -NatWest, and for no other purposes whatsoever. The undersigned understands and -acknowledges that the unauthorized use of Confidential Information may cause -InterTrust very substantial damage, for which damages may be impossible to -measure or inadequate to compensate. Accordingly, Recipient agrees that if he or -she breaches or threatens breach of any of such sections, InterTrust will have -available, in addition to any other right or remedy available, the right to -obtain an injunction against him or her, from a court of competent jurisdiction -restraining such breach or threatened - - - CONFIDENTIAL - -breach and to specific performance of any such provision of this Agreement, and -Recipient hereby consents to the issuance of such injunction and to the ordering -of specific performance under such circumstances. - -4. The undersigned will return all physical embodiments of Confidential -Information in the undersigned's possession to InterTrust promptly upon request -by InterTrust, and in no event later than fifteen (15) days thereafter. - -5. Notwithstanding any thing else in this Agreement, the confidentiality -restrictions of this Agreement shall not apply to information that: (i) is or -becomes known to the public through no breach of any of the undersigned's -obligations under this Agreement, or NatWest's or any other NatWest employee's, -obligations of confidentiality to NatWest and/or to InterTrust; (ii) was known -to Recipient prior to its disclosure by InterTrust, as evidenced through written -documentation; (iii) shall have been independently developed by the Recipient -without any reliance on or use of any InterTrust Confidential Information, as -demonstrated through written documentation; or (iv) shall have been rightfully -supplied to Recipient, with no obligation of confidentiality or non-use from a -third party without any breach of any obligation of confidentiality to -InterTrust or NatWest (as applicable) as of the date such information is so -supplied. In addition, the Recipient shall be entitled to disclose Confidential -Information pursuant to a court order issued by a court of competent -jurisdiction or as otherwise required by law; provided that the undersigned - -------- ---- -shall provide prompt advance notice thereof to InterTrust to enable InterTrust -to seek a protective order or otherwise prevent such disclosure and shall -disclose no more than the minimum information required by such court order or by -law. - -6. If any provision or portion thereof in this Agreement shall be found -or be held by a court of competent jurisdiction to be illegal, invalid or -unenforceable in any jurisdiction in which this Agreement is being performed, -then this Agreement shall nevertheless be given full force and effect without -said provision or portion. This Agreement may not be modified except by written -agreement dated subsequent to the date of this Agreement and signed by both -parties. This agreement shall be governed by and construed under the laws of -the United States of America and the Commonwealth of Virginia, USA, without -reference to conflicts of laws principles. All disputes arising out of or -relating to the subject matter of this Agreement shall be subject to the -exclusive jurisdiction and venue of the United States District Court for the -Eastern District of Virginia, Alexandria Division Virginia, or if jurisdiction -does not properly lie in such court, the Commonwealth courts in Alexandria, -Virginia. The parties consent to the personal and exclusive jurisdiction and -venue of such court and waive any argument that jurisdiction or venue in such -court is improper or inconvenient. - - IN WITNESS WHEREOF, the parties have executed this Agreement as of the date -first above written. - - InterTrust Technologies Corporation Employee - - By: _____________________ By:_________________________ - - Title:___________________ Title:______________________ - - \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1089786_0000912057-00-052660_a2032473zex-99_e2.txt b/contract-nli/contract nli in txt/1089786_0000912057-00-052660_a2032473zex-99_e2.txt deleted file mode 100644 index 1067a37b8463e4aa527a76df30152b7b2bac2ad7..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1089786_0000912057-00-052660_a2032473zex-99_e2.txt +++ /dev/null @@ -1,285 +0,0 @@ - - - - Exhibit (e)(2) - - [Lanier Worldwide, Inc. Letterhead] - - June 22, 2000 - - - -Ricoh Company, Ltd. -15-5 Minami-Aoyama 1-chome -Minato-ku, Tokyo 107-8544 -Japan - -Attention: Masami Takeiri - Director - -Gentlemen: - - In connection with the consideration by you and Lanier Worldwide, Inc., -a Delaware corporation (the "Company"), of a possible negotiated transaction, -the Company and you expect to make available to one another certain nonpublic -information concerning their respective businesses, financial condition, -operations, personnel, assets and liabilities. As a condition to such -information being furnished to each party and its directors, officers, -employees, agents or advisors (including, without limitation, attorneys, -accountants, consultants, bankers and financial advisors) (collectively, -"Representatives"), each party agrees to treat any such nonpublic information -concerning the other party (whether prepared by the disclosing party, its -advisors or otherwise and irrespective of the form of communication) which is -furnished hereunder to a party or to its Representatives by or on behalf of the -disclosing party (herein collectively referred to as the "Evaluation Material") -in accordance with the provisions of this Agreement, and to take or abstain from -taking certain other actions hereinafter set forth. - - 1. EVALUATION MATERIAL. The term "Evaluation Material" also shall be -deemed to include all notes, analyses, compilations, studies, interpretations -or other documents prepared by each party or its Representatives which -contain, reflect or are based upon, in whole or in part, the information -furnished to such party or its Representatives pursuant hereto which is not -available to the general public. The term "Evaluation Material" does not -include information which (i) is or becomes generally available to the public -other than as a result of a breach of this Agreement by the receiving party -or its Representatives; (ii) was within the receiving party's possession -prior to its being furnished to the receiving party by or on behalf of the -disclosing party, provided that the source of such information was not known -by the receiving party to be bound by a confidentiality agreement with, or -other contractual, legal or fiduciary obligation of confidentiality to, the -disclosing party or any other party with respect to such information; (iii) -is or becomes available to the receiving party on a non-confidential basis -from a source other than the disclosing party, or any of its Representatives, -provided that such source was not known by - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 2 - - -the receiving party to be bound by a confidentiality agreement with, or other -contractual, legal or fiduciary obligation of confidentiality to, the -disclosing party or any other party with respect to such information; (iv) is -independently developed by the recipient without use of Evaluation Material; -or (v) is disclosed by the recipient or its Representatives with the -disclosing party's prior written consent. - - 2. USE OF EVALUATION MATERIAL. Each party hereby agrees that it and its -Representatives shall use the other party's Evaluation Material solely for the -purpose of evaluating, negotiating and consummating a possible transaction -between the parties, and that the disclosing party's Evaluation Material will be -kept confidential and each party and its Representatives will not disclose or -use for purposes other than the evaluation, negotiation and consummation of a -transaction any of the other party's Evaluation Material in any manner -whatsoever; provided, however, that (i) the receiving party may make any -disclosure of such information to which the disclosing party gives its prior -written consent and (ii) any of such information may be disclosed to the -receiving party's Representatives who need to know such information for the sole -purpose of assisting the receiving party in evaluating, negotiating and -consummating a possible transaction between the parties (it being understood -that such Representatives shall be informed by the receiving party of the -confidential nature of such information and shall be directed by the receiving -party to treat such information confidentially). In any event, the receiving -party shall be responsible for any breach of this Agreement by any of its -Representatives and the receiving party agrees, at its sole expense, to take all -reasonable measures (including but not limited to court proceedings) to restrain -its Representatives from prohibited or unauthorized disclosure or use of the -Evaluation Material. - - 3. NON-DISCLOSURE. In addition, each party agrees that, without the -prior written consent of the other party, it and its Representatives will not -disclose to any other person the fact that the Evaluation Material has been made -available hereunder, that discussions or negotiations are taking place -concerning a possible transaction involving the parties or any of the terms, -conditions or other facts with respect thereto, including the status thereof; -provided, however, that a party may make such disclosure if, in the written -opinion of such party's outside legal counsel, such disclosure is necessary in -order to comply with, or avoid committing a violation of, any law or any rule of -any applicable stock exchange or system. - - 4. REQUIRED DISCLOSURE. In the event that a party or any of its -Representatives are requested or required (by oral questions, interrogatories, -requests for information or documents in legal proceedings, subpoena, civil -investigative demand or other similar process) to disclose any of the other -party's Evaluation Material, the party requested or required to make the -disclosure shall provide the other party with prompt written notice of any such -request or requirement so that the other party may seek a protective order or -other appropriate remedy and/or waive compliance with the provisions of this -Agreement. If, in the absence of a protective order or other remedy or the -receipt of a waiver by such other party, the party requested or required to make -the disclosure or any of its Representatives are nonetheless, in the opinion of -legal counsel, legally compelled to disclose the other party's Evaluation -Material to any tribunal, - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 3 - - -the party requested or required to make the disclosure or its Representative -may, without liability hereunder, disclose to such tribunal only that portion -of the other party's Evaluation Material which such counsel advises is -legally required to be disclosed, provided that the party requested or -required to make the disclosure exercises its reasonable efforts to preserve -the confidentiality of the other party's Evaluation Material, including, -without limitation, by cooperating with the other party to obtain an -appropriate protective order or other reliable assurance that confidential -treatment will be accorded the other party's Evaluation Material by such -tribunal. - - 5. TERMINATION OF DISCUSSIONS. If either party decides that it does not -wish to proceed with a transaction with the other party, the party so deciding -will promptly inform the other party of that decision by giving written notice -thereof. In that case, or at any time upon the request of either disclosing -party for any reason, each receiving party will promptly redeliver to the -disclosing party all written Evaluation Material furnished to the receiving -party or its Representatives by or on behalf of the disclosing party pursuant -hereto, and will not retain any copies, extracts or other reproductions in whole -or in part of such written material. All documents, memoranda, notes and other -writings whatsoever prepared by the receiving party or its Representatives which -contain, reflect or are based upon the information in the Evaluation Material -shall be destroyed or, at the receiving party's election, shall be delivered to -outside legal counsel of the receiving party (where such materials shall be held -in confidence, except as needed in the context of actual or threatened legal -proceedings, or destroyed), and such destruction or delivery to outside counsel -shall be certified in writing to the disclosing party by an authorized officer -of the receiving party supervising such destruction or making such delivery to -outside counsel. - - 6. REPRESENTATION OF ACCURACY. Each party understands and acknowledges -that neither party nor any of its Representatives makes any representation or -warranty, express or implied, as to the accuracy or completeness of the -Evaluation Material made available by it or to it. Each party agrees that -neither party nor any of its Representatives shall have any liability to the -other party or to any of its Representatives relating to or resulting from the -use of such other party's Evaluation Material or any errors therein or omissions -therefrom. Only those representations or warranties which are made in a final -definitive agreement regarding the transaction, when, as and if executed, and -subject to such limitations and restrictions as may be specified therein, will -have any legal effect. - - 7. NON-SOLICITATION. In consideration of the furnishing of Evaluation -Material hereunder, each party agrees that, for a period of two years from the -date hereof, neither such party nor any of its controlled affiliates will -solicit to employ any of the current officers or employees of the other party -with whom such party has contact or who is specifically identified to such party -during the period of such party's investigation of the other party with respect -to a possible transaction, so long as they are employed by the other party, -without obtaining the prior written consent of the other party; provided, -however, that solicitation for purposes of this paragraph shall not include -solicitation of employees or officers (i) who first solicit employment from such -party, or (ii) who are solicited (A) by advertising in periodicals of general -circulation, - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 4 - - -or (B) by an employee search firm on behalf of such party, so long as such party -did not directly encourage such firm to solicit such employee or officer or any -other employees or officers of the other party. - - 8. STANDSTILL. You agree that, during the period commencing the date -hereof and ending on November 8, 2001, unless you shall have been specifically -invited in writing by the Company, neither you nor any of your affiliates will -in any manner, directly or indirectly, (a) effect or seek, offer or propose -(whether publicly or otherwise) to effect, or cause or participate in or in any -way assist any other person to effect or seek, offer or propose (whether -publicly or otherwise) to effect or participate in (i) any acquisition of any -securities (or beneficial ownership thereof) or assets of the Company or any of -its subsidiaries; (ii) any tender or exchange offer, merger or other business -combination involving the Company or any of its subsidiaries; (iii) any -recapitalization, restructuring, liquidation, dissolution or other extraordinary -transaction with respect to the Company or any of its subsidiaries; or (iv) any -"solicitation" of "proxies" (as such terms are used in the proxy rules of the -Securities and Exchange Commission) or consents to vote any voting securities of -the Company; (b) form, join or in any way participate in a "group" (as defined -under the Securities Exchange Act of 1934); (c) otherwise act, alone or in -concert with others, to seek to control or influence the management, Board of -Directors or policies of the Company; (d) take any action which might force the -Company to make a public announcement regarding any of the types of matters set -forth in (a) above; or (e) enter into any discussions or arrangements with any -third party with respect to any of the foregoing. You also agree during such -period not to request the Company (or its directors, officers, employees or -agents), directly or indirectly, to amend or waive any provision of this -paragraph (including this sentence). Notwithstanding the foregoing, the -preceding restrictions contained in this paragraph 8 shall cease to be -applicable if a third party shall formally commence any public tender or -exchange offer for the outstanding common stock of the Company or if the Company -shall publicly announce any proposed merger or other business combination -involving the Company pursuant to which the outstanding common stock of the -Company would cease to be listed on a national stock exchange. - - 9. DEFINITIVE AGREEMENT. Each party understands and agrees that no -contract or agreement providing for any transaction involving the parties shall -be deemed to exist between the parties unless and until a final definitive -agreement has been executed and delivered. Each party also agrees that unless -and until a final definitive agreement regarding a transaction between the -parties has been executed and delivered, neither party will be under any legal -obligation of any kind whatsoever with respect to such a transaction by virtue -of this Agreement or otherwise except for the matters specifically agreed to -herein. For purposes of this paragraph, the term "definitive agreement" does not -include an executed letter of intent or any other preliminary written agreement. -Both parties further acknowledge and agree that each party reserves the right, -in its sole discretion, to provide or not provide Evaluation Material to the -receiving party hereunder, to reject any and all proposals made by the other -party or any of its Representatives with regard to a transaction between the -parties, and to terminate discussions and negotiations at any time. - - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 5 - - 10. MISCELLANEOUS. This Agreement is for the benefit of each party and -its respective directors, officers, stockholders, affiliates, and agents, and -shall be governed by and construed in accordance with the laws of the State of -New York. - - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 6 - - - - - Please confirm your agreement with the foregoing by signing and -returning one copy of this Agreement to the undersigned, whereupon this -Agreement shall become a binding agreement between you and the Company. - - Very truly yours, - - LANIER WORLDWIDE, INC. - - - By: /s/ James A. MacLennan - ------------------------------------ - James A. MacLennan - Executive Vice President and Chief - Financial Officer - - -Accepted and agreed as of -the date first written above: - -RICOH COMPANY, LTD. - - - -By: /S/ MASAMI TAKEIRI - -------------------------- - Masami Takeiri - Managing Director \ No newline at end of file diff --git a/contract-nli/contract nli in txt/109261_0000950172-02-002217_los283194.txt b/contract-nli/contract nli in txt/109261_0000950172-02-002217_los283194.txt deleted file mode 100644 index c93e0c39f3106f82c9d12044771fe0b177c73d56..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/109261_0000950172-02-002217_los283194.txt +++ /dev/null @@ -1,300 +0,0 @@ -Exhibit 10.5 - -This Exhibit contains confidential information which has been omitted and -filed separately with the Securities and Exchange Commission pursuant to a -Confidential Treatment Request under Rule 24b-2 of the Securities Exchange -Act of 1934, as amended. The confidential information on pages 1 and 3 has -been replaced with an asterisk. - - EXECUTION COPY - - - - - - - - - NON-DISCLOSURE AND NON-COMPETE AGREEMENT - - - - - - NON-DISCLOSURE AND NON-COMPETE AGREEMENT - - This AGREEMENT (this "Agreement"), is made as of October 7, 2002 (the -"Effective Date"), by and between MERITAGE CORPORATION, a Maryland corporation -("Meritage"), MTH-HOMES NEVADA, INC., an Arizona corporation (the "Company"), -ZENITH NATIONAL INSURANCE CORP., a Delaware corporation ("Zenith"), and -PERMA-BILT, a Nevada corporation ("Seller" and, together with Zenith, "Selling -Parties"). - - R E C I T A L S - - Seller is engaged in homebuilding and home sales operations. - - Zenith indirectly owns all of the outstanding shares of capital stock -of Seller. - - The Business will be acquired by the Company pursuant to a Master -Transaction Agreement, dated as of October 7, 2002 (the "Master Agreement"). -Capitalized terms not otherwise defined shall have the meanings ascribed to -them in the Master Agreement. - - Selling Parties have intimate knowledge of the business practices of -the Business, which, if exploited by Selling Parties in contravention of this -Agreement, would seriously, adversely, and irreparably affect the ability of -the Company to continue the businesses previously conducted by Seller. - - To induce the Company to enter into the Master Agreement, Selling -Parties have agreed to execute this Agreement. - - In consideration of the premises, the mutual promises and covenants -of the parties set forth herein, and other good and valuable consideration, -the receipt and sufficiency of which are hereby acknowledged, Selling Parties, -intending to be legally bound, agree as follows: - - 1. Noncompetition. - - (a) For the period beginning on the Effective Date and ending on -the * anniversary thereof (the "Restriction Period"), neither Selling -Parties nor any subsidiary, sister entity, or parent will, directly or -indirectly, either as a partner or owner or in any other capacity: - - (i) engage in the homebuilding or home sales business within -100 miles of the Las Vegas metropolitan area (a "Competing Business"); - - (ii) recruit, hire or discuss employment for a Competing -Business with any person who is, or within the six month period preceding the -date of such activity was, an employee of the Company or Meritage (other than -as a result of a general solicitation for employment); or - - (iii) solicit any customer or supplier of the Company for a -Competing Business or otherwise attempt to induce any such customer or -supplier to discontinue its relationship with the Company. - - (b) Selling Parties represent to the Company and Meritage, and -Selling Parties acknowledge, that: - - (i) they are willing and able to engage in a business that is -not a Competing Business; - - (ii) enforcement of the restrictions set forth in this Section -1 would not be unduly burdensome to Selling Parties; - - (iii) the period of time provided for in this Section 1 and -the territorial restrictions and other provisions and restrictions set forth -herein are reasonable and necessary to protect the Company and its successors -and assigns in the use and employment of the goodwill of the business -conducted by Perma-Bilt Homes prior to the Effective Date; and - - (iv) damages cannot compensate the Company in the event of a -violation of this Section 1, and that if such violation should occur, -injunctive relief shall be essential for the protection of the Company and its -successors and assigns. - - Accordingly, Selling Parties hereby covenant and agree that, in the -event any of the provisions of this Section 1 shall be violated or breached, -the Company shall be entitled to obtain injunctive relief against the party or -parties violating such covenants, without bond but upon due notice, in -addition to such further or other relief as may be available at equity or law. -Obtainment of such an injunction by the Company shall not be considered an -election of remedies or a waiver of any right to assert any other remedies -which the Company has at law or in equity. No waiver of any breach or -violation hereof shall be implied from forbearance or failure by the Company -to take action thereof. Zenith agrees to pay any and all reasonable costs and -expenses, including attorneys' fees, incurred by the Company in enforcing this -provision if it is determined that Selling Parties breached this Agreement. - - (c) Selling Parties hereby agree that upon becoming a partner, -member, owner or investor of another enterprise or any third-party during the -period in which the terms of this Section 1 are in effect, each shall promptly -disclose to such new enterprise or third-party the terms of this Section 1, -and shall cause such enterprise or third-party to maintain such information in -confidence. Selling Parties further agree and authorize the Company to notify -others, including customers of the Company and any such future enterprise or -third-party to which either Zenith or Seller may become a partner, member, -owner or investor, of the terms of this Section 1 and of their obligations -hereunder. - - (d) Selling Parties hereby agree that the period of time in which -this Section 1 is in effect shall be extended for a period equal to the -duration of any breach of this Section 1(a) by Selling Parties. - - (e) Nothing contained in this Agreement shall prohibit Selling -Parties or their affiliates or associates, any of their directors, officers or -employees, or any of their representatives from investing in stocks, bonds, or -other securities of any entity that engages in a Competing Business, provided, -however, that in the case of capital stock, such securities are listed on a -national securities exchange or traded in the over-the-counter market or -registered under Section 12(g) of the Securities Exchange Act of 1934, and -such investment does not exceed, in the case of any class of the capital stock -of any one issuer, three percent of the issued and outstanding voting power at -the time of such investment. In addition, nothing contained herein shall -prevent any officer or director of the Selling Parties or their affiliates or -associates from serving as a director or trustee of any Competing Business. - - 2. Protection of Information. Selling Parties recognize and -acknowledge that the Company's trade secrets and all other confidential and -proprietary information of a business, financial or other nature, including -without limitation, proprietary information of the Company, as it exists from -time to time (collectively, "Confidential Information"), are valuable and -unique assets of the Company and therefore agree that, during the Restriction -Period, except as otherwise required by Applicable Laws, or the rules of any -exchange on which any securities of Zenith are or will be listed, they will -not, and will use their best efforts to ensure that their directors, officers, -employees, advisers, agents and consultants do not, disclose any Confidential -Information concerning the Company and/or its subsidiaries or affiliates, to -any person, firm, corporation, association or other entity, for any reason -whatsoever, unless previously authorized in writing to do so by Meritage. It -is understood that Confidential Information shall not include any information -that is or becomes generally available to the public other than as a result of -an unauthorized disclosure by Selling Parties or that is disclosed by Selling -Parties in accordance with the terms of a prior written consent of Meritage. -For the purpose of enforcing this provision, the Company may resort to any -remedy available to it under the law. In the event that any Selling Party is -requested pursuant to, or required by, Applicable Laws, regulation or rules of -any securities exchange or by legal process to disclose any Confidential -Information or any other information concerning the Company, the Selling -Parties agree that they shall provide the Company with prompt notice of such -request or requirement in order to enable the Company to seek an appropriate -protective order or other remedy, to consult with the Selling Parties with -respect to the Company taking steps to resist or narrow the scope of such -request or legal process, or to waive compliance, in whole or in part, with -the terms of this Section 2. In the event that no such protective order or -other remedy is obtained, or that the Company waives compliance with the terms -of this Section 2, Selling Parties shall use their reasonable best efforts to -disclose only that portion of any Confidential Information which Selling -Parties are advised by counsel is legally required and shall exercise all -reasonable efforts to ensure that all Confidential Information so disclosed -shall be accorded confidential treatment in accordance with this Section 2. - - 3. Severability. In the event that a court of competent -jurisdiction determines that the Restriction Period is unenforceable, the -Restriction Period shall mean *. Additionally, if any provision of this -Agreement is held to be illegal, invalid or unenforceable under any -applicable law, then such provision will be deemed to be modified to the -minimum extent necessary to render it legal, valid and enforceable, and if -no such modification will render it legal, valid and enforceable, then this -Agreement will be construed as if not containing the provision held to be -invalid, and the rights and obligations of the parties will be construed -and enforced accordingly. - - 4. Waiver. The waiver by either party of a breach of any provision -of this Agreement by the other shall not operate or be construed as a waiver -of any subsequent breach. - - 5. Injunctive Relief. Selling Parties acknowledge and agree that -Meritage and the Company would be irreparably harmed by any violation of -Selling Parties' obligations under Sections 1 and 2 hereof and that, in -addition to all other rights or remedies available at law or in equity, the -Company will be entitled to injunctive and other equitable relief to prevent -or enjoin any such violation. - - 6. Assignment by Company. Nothing in this Agreement shall preclude -Zenith, Seller, Meritage or the Company from consolidating or merging into or -with, or transferring all or substantially all of its assets to, another -corporation or entity that assumes this Agreement and all obligations and -undertakings hereunder. Upon such consolidation, merger or transfer of assets -and assumption, the terms "Zenith," "Seller," "Meritage" and "Company," -respectively, as used herein shall mean such other corporation or entity, as -appropriate, and this Agreement shall continue in full force and effect. For -purposes of Sections 1 and 2 hereof, the term "Company" shall mean all joint -ventures (50% or more owned by Company), subsidiaries and parent companies of -Company (whether corporate, partnership or other form), including the -subsidiary that operates the Business as a division of Meritage Corporation. - - 7. Entire Agreement. This Agreement embodies the complete -agreement of the parties hereto with respect to the subject matter hereof and -supersedes any prior written, or prior or contemporaneous oral, understandings -or agreements between the parties that may have related in any way to the -subject matter hereof. This Agreement may be amended only in writing executed -by Meritage and Selling Parties. - - 8. Governing Law. This Agreement and all questions relating to its -validity, interpretation, performance and enforcement, shall be governed by -and construed in accordance with the internal laws, and not the law of -conflicts, of the State of Nevada. - - 9. Notice. All notices, consents, and other communications -hereunder will be in writing and deemed to have been duly given when (a) -delivered by hand, (b) sent by telecopier (with receipt confirmed), or (c) -when received by the addressee, if sent by Express Mail, Federal Express, or -other express delivery service (with delivery confirmation), in each case to -the appropriate addresses and telecopier numbers set forth below (or to such -other addresses and telecopier numbers as a party may designate as to itself -by notice to the other): - - If to the Company: Meritage Corporation - 6613 North Scottsdale Road, Suite 200 - Scottsdale, Arizona 85250 - Phone: (480) 998-8700 - Fax: (480) 998-9162 - Attention: Chief Financial Officer - - With a copy to: Snell & Wilmer L.L.P. - One Arizona Center - Phoenix, Arizona 85004-0001 - Phone: (602) 382-6252 - Fax: (602) 382-6070 - Attn: Steven D. Pidgeon, Esq. - - If to Selling Parties: Zenith National Insurance Corp. - 21255 Califa Street - Woodland Hills, California 91367 - Phone: (818) 713-1000 - Fax: (818) 710-1860 - Attention: Stanley R. Zax - - With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP - 300 South Grand Avenue, Suite 3400 - Los Angeles, California 90071 - Phone: (213) 687-5000 - Fax: (213) 687-5600 - Attn: Joseph J. Giunta, Esq. - - - IN WITNESS WHEREOF, the parties have executed and delivered this -Agreement as of the date first above written. - - MERITAGE CORPORATION, - a Maryland corporation - - By: /s/ Steven J. Hilton - ----------------------------------- - Name: Steven J. Hilton - Title: Co-Chief Executive Officer - - MTH-HOMES NEVADA, INC., - an Arizona corporation - - - By: /s/ Steven J. Hilton - ----------------------------------- - Name: Steven J. Hilton - Title: Co-Chief Executive Officer - - - ZENITH NATIONAL INSURANCE CORP., - a Delaware corporation - - - By: /s/ Stanely R. Zax - ----------------------------------- - Name: Stanley R. Zax - Title: President - - - PERMA-BILT, a Nevada Corporation - - - By: /s/ Daniel Schwartz - ----------------------------------- - Name: Daniel Schwartz - Title: President and Chief Executive Officer - - - - - [Signature Page to Non-Disclosure and Non-Compete Agreement] \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1094007_0001193125-10-258977_dex101.txt b/contract-nli/contract nli in txt/1094007_0001193125-10-258977_dex101.txt deleted file mode 100644 index c0c47ca300705ac16b57bafeace0f317a518d077..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1094007_0001193125-10-258977_dex101.txt +++ /dev/null @@ -1,358 +0,0 @@ - -Vendor Services Agreement - - - -  EXHIBIT B: MICROSOFT CORPORATION -NON-DISCLOSURE AGREEMENT - - -Non-Disclosure Agreement This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective -affiliates.   - - - - - - - -COMPANY AND ITS AFFILIATES or -INDIVIDUAL: Rainmaker Systems -   - MICROSOFT -CORPORATION AND ITS AFFILIATES - - Address: 8701 N Mopac -   - One Microsoft Way - - -Austin TX 78759 -   - Redmond, WA 98052-6399   USA - - USA -   - - Sign: -   -  - -  -  - - - - - -   - - - - - - Print -Name: Rick Cassizzi   -   - Mary E. Snapp - - Print -Title: Controller   -   - Corporate Vice President, Deputy -General Counsel - - -Signature Date: 5.19.08   -   - -05/19/2008 1. The -purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of -us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity. -  - - -2. -Confidential Information.   - - -  -a. -What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that: -  - - -  -• -  - Are designated as “confidential”; or   - - -  -• -  - A reasonable person knows or reasonably should understand to be confidential. -  - - -  -b. -What is not included. The following types of information, however marked, are not confidential information. Information that: -  - - -  -• -  - Is, or becomes, publicly available without a breach of this agreement; -  - - -  -• -  - Was lawfully known to the receiver of the information without an obligation to keep it confidential; -    Microsoft filing instruction: after both parties sign and date this Agreement, Your customer should retain one original for their files and return the other to you. Then, -address the second original to: - - - - - - - - - -   - NDA, CRM 124/Records -Microsoft Corporation 1 Microsoft Way -Redmond, WA 98052-6399 -   - - - - - -   - -   -JEAID: 133205 - - -   - -   - -    -Exhibit Page 2 **** = Certain -information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. - - -  - - -  -• -  - Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; -  - - -  -• -  - Is independently developed; or   - - -  -• -  - Is a comment or suggestion one of us volunteers about the other’s business, products or services. -  - - -3. -Treatment of confidential information.   - - -  -a. -In general. Subject to the other terms of this agreement, each of us agrees: -  - - -  -• -  - We will not disclose the other’s confidential information to third parties; and -  - - -  -• -  - We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. -   - - -  -b. -Security precautions. Each of us agrees:   - - -  -• -  - To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect -our own confidential information;   - - -  -• -  - To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and -  - - -  -• -  - To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. -   - - -  -c. -Sharing confidential information with affiliates and representatives. -  - - -  -• -  - A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. -   - - -  -• -  - Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other -of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must: -  - - -  -• -  - ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and -   - - -  -• -  - accept responsibility for each representative’s use of confidential information. -  - - -  -• -  - Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control -the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the -development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly. -  - - -  -d. -Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court -order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective -order. - - -    -Exhibit Page 3 **** = Certain -information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. - - -  - - -4. -Length of confidential information obligations.   - - -  -a. -Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other -with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect. -  - - -  -b. -No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information -for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period.   - - -5. -General rights and obligations.   - - -  -a. -Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive -jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington. -  - - -  -b. -Compliance with law. Each of us will comply with all export laws that apply to confidential information. -  - - -  -c. -Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. -   - - -  -d. -Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that -the other may seek court orders to stop confidential information from becoming public in breach of this agreement.   - - -  -e. -Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. -   - - -  -f. -Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the -other’s consent.   - - -  -g. -Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. -Even if no revision is possible, the rest of this agreement will remain in place.   - - -  -h. -Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have -contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure -agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding -confidential information. We can only change this agreement with a signed document that states that is changing this agreement. - - -    -Exhibit Page 4 **** = Certain -information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. - diff --git a/contract-nli/contract nli in txt/1094017_0000921895-00-000237_document_5.txt b/contract-nli/contract nli in txt/1094017_0000921895-00-000237_document_5.txt deleted file mode 100644 index 88bc5f25cbfb4a1866e6843f1b56d7a6d09cf89f..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1094017_0000921895-00-000237_document_5.txt +++ /dev/null @@ -1,168 +0,0 @@ -NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT - - -This agreement is entered into as of February 23, 1999, between Sulzer -Orthopedics Biologics Inc. ("SOBI") and BIOSYNTECH LTD. ("BIOSYNTECH"). Mutually -SOBI and BIOSYNTECH are referred to as "The Parties". - -Whereas, The Parties are willing to disclose information and provide access to -material they regard as confidential business information (hereafter called -"Company Information") to each other, and - -Whereas, The Parties will receive Company Information in their evaluation of -possible future business relations and ongoing business, and - -Now therefore, The Parties, acknowledging mutual consideration and intending to -be legally bound, agree as follows: - -1. COMPANY INFORMATION - -As used in this agreement, the term "Company Information" shall mean all -confidential or proprietary information and proprietary materials, including, -but not limited to: trade secrets, know-how, client lists, proposed trademarks, -patent applications, formulations, techniques, processes, inventions, ideas, -designs, formulae, methodology, data, reports, proteins, biological substances, -chemical substances and chemical compounds, including the compounds and -substances resulting from a variation of the proportion of their component -parts, computer software, computer software source codes, machinery, equipment, -all prior and future developments, enhancements and improvements to any of the -foregoing and information regarding sources of supply, business plans, patent -positioning and the existence, scope and activities regarding any research, -development, manufacturing, marketing or other projects of The Parties. - -"Company Information" shall include, without limiting the preceding, a sample -(Arthroscopic Probe identified as ARTHRO-BST /Mechanical Tester identified as -MACH-1/ of polymeric compounds resulting from the incorporation of varying -proportions of component parts, each such compound having various -physico-chemical properties, identified as BST-GEL, BST-CARGEL or other -trademarks of BIOSYNTECH and bone-derived growth factor mixtures from Sulzer) -and related proprietary information provided by BIOSYNTECH or Sulzer to the -other Party. - -2. DISCLOSURE OF COMPANY INFORMATION - -The Parties shall not, except with the prior written consent of the other Party, -disclose to a third party, wholly or partly, Company Information disclosed by or -in any other manner obtained from the other Party or from the material of the -other Party to which access is granted, on or after they date first above -written . - - - - -3. USE OR SALE - -The Parties shall use the Company Information solely for the purpose of testing -and examining the Company Information to evaluate the possibility of executing -an agreement for the marketing, sale and distribution of Company Information or -products incorporating Company Information or other future business relations -between them. The Parties shall not use the other Party's Company Information -for any other purpose. In particular, but without limitation, The Parties shall -not use the other Party's Company Information for the direct or indirect benefit -of third parties or for consulting purposes, nor sell, lend, exchange or draw -profits from the Company Information of the other Party, in whole or in part. - -4. REVERSE ENGINEERING - -The Parties shall not make use of any reverse engineering processes or -techniques, or other similar means, to obtain additional information from the -Company Information disclosed or otherwise obtained from the other Party or from -the material of the other Party to which access is granted, on or after the date -first above written. - -5. COPIES - -The Parties shall not make any copies, images or other reproductions of the -Company Information disclosed by or otherwise obtained from the other Party. - -6. PRECAUTIONS REGARDING THIRD PARTIES - -The Parties shall hold the Company Information in strict confidence and shall -take all possible precautions to prevent the Company Information from being -disclosed or made available to third parties. - -7. PRECAUTIONS REGARDING EMPLOYEES - -The Parties shall take every possible precaution to ensure that only their -employees, contractors, directors and officers who have a strict and genuine -need to know have access to the Company Information. - -8. LIMIT - -The Parties' obligations under this agreement shall not apply to any information -required by law, regulation or court order to be disclosed to regulatory -authorities and other governmental bodies, or which The Parties can document was -available to the public or known to The Parties prior to the date first above -written. These obligations shall cease as to any information which the -disclosing Party can document thereafter became or becomes available to the -public otherwise than as a result of a disclosure by the disclosing Party or was -or is disclosed to the disclosing - - - -Party by a party unrelated to the disclosing Party that does not have a -non-disclosure obligation with respect to it. - -If Company Information of the other Party is required to be disclosed by law, -regulation or court order to regulatory authorities or other governmental -bodies, The Party must promptly inform the other Party before disclosing such -Company Information so that the other Party may have a reasonable opportunity to -contest such requirement. - -9. RETURN OF COMPANY INFORMATION - -At any time, upon one Party's request, the other Party shall promptly redeliver -to the first Party the Company Information and all materials relating to or -involving Company Information of the first Party (whether prepared by the party -or otherwise), and will not retain any copies, extracts or other reproductions -in whole or in part regarding the Company Information. The redelivery of such -material shall not relieve The Parties of their confidentiality or other -obligations hereunder. - -10. TERMINATION - -The present agreement may be unilaterally terminated by either Party in the -event that the other Party becomes bankrupt or is judged to be insolvent by a -court of law or if either company makes any assignment for the benefit of its -creditors generally. It may also be terminated by written consent of The -Parties. - -11. SURVIVAl - -Termination of the present agreement, at any time and for any reason whatsoever -shall not extinguish its terms. The terms of this Non-Disclosure and -Confidentiality Agreement will survive for 5 years, for the benefit of The -Parties and their respective successors. - -12. ENTIRE AGREEMENT - -This agreement, including its Schedule, constitutes the entire agreement of The -Parties relating to the subject matter, supersedes all prior oral or written -understandings or agreements regarding that subject matter and may not be -amended, modified or cancelled except by a written instrument executed by The -Parties. - -13. APPLICABLE LAW AND VENUE - -This agreement shall be governed by and construed in accordance with the laws -applicable in the province of Quebec and the venue for any dispute arising from -this agreement shall be the courts of competent jurisdiction in the district of -Montreal, Quebec, Canada. - -IN WITNESS THEREFORE, THE PARTIES have caused this agreement to be executed in -duplicate by their respective duly authorised representatives. - - -Sulzer Orthopedics Biologics Inc. BIOSYNTECH LTD. - - -by /s/ illegible by /s/ illegible ----------------------------------- ----------------------------------- -[name of representative and title] [name of representative and title] - - -PROJECT DEVELOPMENT SUKMIST VICE PRESIDENT R&D - - -date 3/2/99 date 3/1/99 - ------------------------------ ----------------------------------- \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1094038_0000950134-05-007541_d23996exv10w4.txt b/contract-nli/contract nli in txt/1094038_0000950134-05-007541_d23996exv10w4.txt deleted file mode 100644 index a59538cac294bc8485a276759b2fef4e93d3a8c6..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1094038_0000950134-05-007541_d23996exv10w4.txt +++ /dev/null @@ -1,370 +0,0 @@ - - -exv10w4 - - - -  - -Exhibit 10.4 - - - -NON-DISCLOSURE AGREEMENT -This Agreement is effective -as of October 3, 2002 - - - -BETWEEN: - - - - -THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of -British Columbia and having offices at IRC 331 – 2194 Health Sciences Mall, Vancouver, -British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, -Telephone: (604) 822-8580, Facsimile: (604) 822-8589 - - - -(the “University”) - - -AND: - - - - -GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, -Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: -(604) 733-9835 Facsimile: - - - -(the “Recipient”) - - -The University will provide the Recipient with certain confidential and proprietary -information on the following terms and conditions: - - -1. Confidential -Information.  The University will provide the Recipient with information -relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for -Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) -which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, -discoveries, inventions, research or technical data, and any other proprietary information. -However, Recipient is under no obligation to maintain the confidentiality of Information which -Recipient can show: - - - - - - -(a)   -was public knowledge at the time of its disclosure to the Recipient, - - -  - - -(b)   -became public knowledge during the term of this Agreement through no act or -fault of the Recipient, - - -  - - -(c)   -was in the possession of the Recipient prior to its disclosure, or - - -  - - -(d)   -was lawfully acquired by the Recipient from a third party who was not -under an obligation of confidentiality to the University. - - -2. -Ownership.  The Information is and will at all times remain the exclusive property of the -University and nothing in this Agreement grants the Recipient any right, title, interest or -licence, implied or otherwise, in or to the Information. - - - -3. No -Representation or Warranty.  The Recipient acknowledges and agrees that the -Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, -WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR -WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR -NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. - - - -4. Use.  The Recipient will not use the Information for any purpose other than to evaluate -the Information for commercial potential. Without limiting the generality of the foregoing, the -Recipient will not use the Information to develop, or cause to develop, all or part of any process -or product whether for - - - - -  - - - -  - -internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and -defends the University, its Board of Governors, directors, officers, employees, faculty, students -and agents against any and all claims, demands, liabilities and expenses (including reasonable -legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from -a breach of this provision or any other provision of this Agreement. - - - -5. Term. The term of this Agreement will begin on the date of this Agreement and will end -on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 -days written notice. - - - -6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the -Information both during and after the term of this Agreement and will not disclose the Information -to any third party without the prior written consent of the University for a period of three years -from the date of this Agreement. - - - -7. Return or Destruction of Information. At the written request of the University or upon -expiry or earlier termination of this Agreement, Recipient will, on the direction of the -University, return or destroy the Information and will not retain any photocopy or other -reproduction of any part of the Information. - - - -8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, -unless such waiver or consent excusing the breach is in writing and signed by the University. A -waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach -of the same provision. - - - -9. Assignment. The Recipient will not assign all or part of this Agreement without the -prior writter consent of the University. - - - -10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and -understanding of the parties with respect to its subject matter and supersedes all prior proposals, -negotiations, agreements, understandings, representations and warranties of any form or nature, -whether oral or written, and whether express or implied, which may have been entered into between -the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed -to the other party or parties, and each counterpart, together with the other counterparts will -constitute the entire Agreement. - - - -11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under -the laws of British Columbia and the applicable laws of Canada without reference to its conflict of -law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought -in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the -exclusive jurisdiction of such court. - - - -IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. - - - - - - -  -  - - - - -UNIVERSITY OF BRITISH COLUMBIA - -  -GENEMAX PHARMACEUTICALS INC. - - -by its duly authorized officer: - -  -by its duly, authorized officer: - - -  -  -  - - -/s/ David Jones - -  -/s/ Ronald Handford - - -  - -  -  - - -David Jones, Associate Director - -  -Name: Ronald Handford - - -University — Industry Liaison Office - -  -Title: President and CEO - - - - -  - - - -  - -Internal use or for -commercial purposes. The Recipient hereby indemnifies, holds harmless and -defends the University, its Board of Governors, directors, officers, employees, faculty, students -and agents against any and all claims, demands, liabilities and expenses (including reasonable -legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a -breach of this provision or any other provision of this Agreement. - - - -5. TERM. The -term of this Agreement will begin on the date of this Agreement and will end on -October 3, 2005 unless terminated earlier by one party upon giving the other -party at least 30 days written notice. - - - -6. -Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the -Information both during and after the term of this Agreement and will -not disclose the Information -to any third party without the prior written consent of the University for a period of three years -from the date of this Agreement. - - - -7. Return or -Destruction of Information. At the written request of the University or upon -expiry or earlier termination of this Agreement, Recipient will on -the direction of the University, -destroy the Information and will not retain any photocopy or other reproduction of my part of the -Information. - - - -8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, -unless such waiver or consent excusing the breach is in writing and signed by the University. A -waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent -breach of the same provision. - - - -9. -Assignment. The recipient will not assign all or part of this Agreement without the prior -written consent of the University. - - - -10. Entire -Agreement and Counterpart. This Agreement contains the entire agreement and -understanding of the parties with respect to its subject matter and supersedes all prior proposals, -negotiations, agreements, understandings, representations and warranties of any form or nature, -whether oral or written, and whether express or implied, which may have been entered into between -the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed -to the other party or parties, and each counterparts together with -the other counterparts will -constitute the entire Agreement. - - - -11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under -the laws of British Columbia and the applicable laws of Canada without reference to its conflict of -law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought -in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the -exclusive jurisdiction of such court. - - - -IN WITNESS WHEREOF the -parties have executed this Agreement on the date first written above. - - - - - - -  -  -  - - - - -UNIVERSITY OF BRITISH COLUMBIA - -  -GENEMAX PHARMACEUTICALS INC. - - -by its duly authorized officer - -  -by its duly authorized officer: - - -  -  -  - - -/s/ David Jones - -  -/s/ Ronald Handford - - -  - -  -  - - -David Jones, Associate Director - -  -Name : Ronald Handford - - -University-Industry Liaison Office - -  -Title: President and CEO - - - - -  - - diff --git a/contract-nli/contract nli in txt/1094348_0001144204-18-026846_tv493416_exd2.txt b/contract-nli/contract nli in txt/1094348_0001144204-18-026846_tv493416_exd2.txt deleted file mode 100644 index 209a3d7d94f168fa3796ded44d14b9a37cc46395..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1094348_0001144204-18-026846_tv493416_exd2.txt +++ /dev/null @@ -1,323 +0,0 @@ - - - - - - -  -Exhibit (d)(2) -  -February 8th, 2018 -  -NICE Ltd. -13 Zarchin Street -Raanana -Israel -  -Non-Disclosure Agreement -  -Ladies and Gentlemen: -  -In connection -with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight -Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information -concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to -such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors -(including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), -each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its -Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives -now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred -to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), -and to take or abstain from taking certain other actions hereinafter set forth. -  -1.           Evaluation -Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, -analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party -or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party -or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation -Material” does not include information which (i) is or becomes generally available to the public other than as a result -of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s -possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the -source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject -to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with -respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source -other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party -to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of -confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently -developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be -proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any -legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether -such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be -confidential. -  - -  -  - -  -2.           Purpose -of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this -Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative -competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each -other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not -reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that -is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, -and shall otherwise be treated as Evaluation Material. -  -3.           Use -of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material -solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material -strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person -or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access -to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to -obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that -the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving -party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, -at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives -from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of -copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality -or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party -reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information -with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential -information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with -full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving -party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion. -  -4.           Non-Disclosure -of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and -its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation -Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, -conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may -make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid -committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of -paragraph 5 below. -  - - -  -  - -   -5.           Required -Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, -requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any -rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of -the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material -or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall -provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order -or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order -or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of -its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence -of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required -to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation -Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make -the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, -including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable -assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which -disclosure is made (at the other party’s expense). -  -6.           Privileged -Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client -privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental -investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is -their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or -diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work -product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under -the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under -these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal -material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege. -  -7.           Sensitive -Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company -relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified -by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of -the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. -For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive -Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive -Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative -without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional -specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to -receiving or using such Sensitive Information. -  - -  -  - -  -8.           Termination -of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive -agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have -any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise -(other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate -discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish -to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision -by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, -each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and -extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the -receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all -Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party -shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the -Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the -Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use -and other obligations hereunder for a period of three (3) years from the date of this letter agreement. -  -9.           No -Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes -any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available -by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party -or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation -Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive -agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified -therein, will have any legal effect. -  -10.        Waiver. -It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall -operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or -the exercise of any other right, power or privilege hereunder. -  - -  -  - -  -11.         Non-Solicitation. -In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date -set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly -or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions -hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general -solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered -Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect -solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party -by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed -by such party to solicit the employees of the other party. -  -12.          Independent -Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor -of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter -agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without -use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing -information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. -Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not -have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, -concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, -concepts, systems or techniques contemplated by or embodied in the Evaluation Material. -  -13.          Securities -Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this -Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its -Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) -likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable -investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from -the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably -foreseeable that such other person or entity is likely to purchase or sell securities. -  -14.         Standstill. -You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the -Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize -or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) -acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, -business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase -of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise -or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence -the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the -meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose -any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company -to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, -you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate -ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company. -  - -  -  - -  -15.         Miscellaneous. -Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this -Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as -a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but -shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, -illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any -way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties -as nearly as possible in accordance with applicable law. -  -16.         Governing -Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, -without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating -to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue -of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject -to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) -each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first -class certified mail, return receipt requested, postage prepaid. -  -17.          Entire -Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective -Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either -party hereto, unless approved in writing by each such party. -  -18.         Counterparts. -This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together -shall constitute one and the same instrument. -  -Please confirm -your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement -shall become a binding agreement between you and the Company. -  -Very truly yours, -  -MATTERSIGHT CORPORATION -  - -  -  - - -  - - -  -By: -/s/ David B. Mullen - -  -  -Name: -David B. Mullen - -  -  -Title: -CFO - -  -Accepted and agreed to as of the date first written -above: -  -NICE Ltd. -  - - - -  -By: -/s/  Eran Liron -  - -  -  -Name: -Eran Liron -  - -  -  -Title: -EVP Marketing & - Corporate Development -  - -  - -  - - - diff --git a/contract-nli/contract nli in txt/1094814_0001140361-18-017998_s002178x1_ex99d7.txt b/contract-nli/contract nli in txt/1094814_0001140361-18-017998_s002178x1_ex99d7.txt deleted file mode 100644 index 925b0f661fa8ce4a2260cc4d3f1c411ccc693372..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1094814_0001140361-18-017998_s002178x1_ex99d7.txt +++ /dev/null @@ -1,543 +0,0 @@ - - - - - - - - - - -Exhibit 99(d)(7) -NON-DISCLOSURE AGREEMENT -This Mutual Non-disclosure Agreement (the “Agreement”) -is entered into and effective as of the 28 day of November, 2017, by and between: -Blackstreet Capital Holdings, LLC, a Delaware LLC having the address specified on the signature page - -(the “Potential Acquiror”) -- and - -the undersigned Potential Acquiree, a Delaware corporation, having the address - specified on the signature page -(the “Company”) -RECITALS: - - - -A. -The parties to this Agreement want to enter into discussions concerning a potential business transaction, including a potential acquisition transaction (the “Proposed Transaction”). - - - - - - -B. -In connection with such discussions, the parties contemplate exchanging information, including confidential and proprietary information. - - - - - - -C. -Each party agrees to protect the proprietary and confidential information of the other. - - - -NOW THEREFORE in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following: -Scope of Confidential Information - - - -1. -“Confidential Information” means, for each party, whether in oral, written or in electronic form: - - - - - - -(i) -any information, data, intellectual property (including trade secrets), facts and financial information relating to the existing or proposed business, products, customers or services of such party and its affiliates that are treated as confidential by it, or ought to be considered confidential from their nature or the circumstances surrounding their disclosure; (ii) the existence of, and either party's potential participation in, the Proposed Transaction (including the contents and details of any discussions and negotiations of the terms, conditions and other matters with respect thereto); and (iii) any reports, analyses, forecasts, memoranda, compilations, studies, notes or summaries of such information, or other written or electronic documents prepared by, or on behalf of or for the Recipient or affiliates, directors, officers, managers, employees, shareholders, members or other equity holders, agents or advisors (“Representatives”) of the Recipient, to the extent that they use, contain, relate to, reflect, or are derived from such information (collectively, “Derivative Confidential Information”). - - - - - - -2. -Notwithstanding the foregoing, information which would otherwise be considered “Confidential Information”, is not subject to the terms of this Agreement if such information is: - - - - - - -(a) -in the public domain other than as a consequence of a breach of the obligations contained in this Agreement or other duty of confidentiality to the Disclosing Party relating to such information; - - - - - - -(b) -known by the party receiving the Confidential Information (the “Recipient”) prior to the disclosure of the Confidential Information by the disclosing party (the “Disclosing Party”) without any other obligation of confidentiality to the Disclosing Party; - - - - - - -(c) -independently developed by the Recipient without breach of this Agreement or other duty of confidentiality to the Disclosing Party relating to such information; or - - - - - - -(d) -received by the Recipient from a third party who is not subject to obligations similar to the obligations contained in this Agreement, including any duty of confidentiality to the Disclosing Party relating to such information. - - - - - - - - - - - - - - - - - - - - -Project Bell – Non-disclosure Agreement - - -Page 2 of 6 - - - - -Obligation to Maintain Confidentiality - - - -3. -The Recipient will keep, and will cause its Representatives to keep, the Confidential Information of the Disclosing Party confidential. The Recipient will not disclose the Confidential Information or use or permit the Confidential Information to be disclosed or used, to or by any person except Recipient’s Representatives, in each case, who agree to be bound by the terms of this Agreement. In any such case Confidential Information will be disclosed only to those Representatives with a need to know the Confidential Information for the purpose of the Proposed Transaction, and (iv) only so much of the Confidential Information as is necessary for a particular individual to perform his or her function will be disclosed to that individual. Under no circumstances shall the Recipient or its Representatives use the Disclosing Party’s Confidential Information in any manner or for any purpose other than evaluating and negotiating the Proposed Transaction. In any event, the Recipient will be responsible for any breach of this Agreement by its Representatives. - - - - - - -4. -The Recipient agrees to take all reasonable steps (including those steps that the Recipient takes to protect its own information, data or other tangible or intangible property that it regards as confidential) to ensure the confidentiality of the Disclosing Party’s Confidential Information. - - - - - - -5. -Except as provided in Section 3, the Recipient will not, without the consent of the Disclosing Party, (i) disclose to any person the fact that it has obtained the Confidential Information, or (ii) make any disclosure respecting any Proposed Transaction between the parties to any third party, including, without limitation, any suppliers, customers or clients of each party. - - - - - - -6. -Notwithstanding the other provisions of this Agreement, the Company and its Representatives may disclose to other potential parties for a Proposed Transaction that it is considering or negotiating a Proposed transaction and the terms and conditions thereof, but may not disclose the involvement of the Company or any other information identifying the involvement of the Company. - - - - - - -7. -Notwithstanding the other provisions of this Agreement, the Company or any of its Representatives may disclose Confidential Information to the extent necessary to defend any litigation claim or cause of action brought against it by the other party relating to the Proposed Transaction or this Agreement; provided that the Disclosing Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party's expense, to obtain assurances that any such disclosed Confidential Information will be afforded confidential treatment. - - - - - - -8. -If the Recipient, or anyone else to whom Confidential Information is provided as permitted by this Agreement, receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, Recipient will make a reasonable effort to provide the Disclosing Party with prompt notice so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Disclosing Party waives compliance with this Agreement, the compelled person will furnish only that portion of the Confidential Information which Recipient is informed by advice of its counsel that it is required to disclose. - - - -Ownership of Confidential Information - - - -9. -All right, title and interest in and to a Disclosing Party’s Confidential Information will remain the exclusive property of the Disclosing Party and the Confidential Information will be held in trust and confidence by the Recipient and its Representatives. No interest, license or any right respecting the Confidential Information, other than expressly set out in this Agreement, is granted to the Recipient under this Agreement by implication or otherwise. - - - - - - -10. -All written, electronic or oral information that contains any part of a Disclosing Party’s Confidential Information (including any Derivative Confidential Information) will remain the property of the Disclosing Party. - - - -Return or Destruction of Confidential Information - - - -11. -The Recipient will, within five business days of a written request by the Disclosing Party, confirm that it has destroyed the original provided to Recipient (and all copies made by it) any documents (in whatever - - - - - - - - - - - - - - - - - - - - -Project Bell – Non-disclosure Agreement - - -Page 3 of 6 - - - - -  - -form or medium) provided, or made available for review by, the Disclosing Party (including any Derivative Confidential Information). Notwithstanding the immediately preceding sentence, the parties agree that destruction will not be made of (i) any electronic copy of any Confidential Information that was created pursuant to the standard electronic backup and archival procedures of the Recipient if (x) personnel of the Recipient whose functions are not primarily internal information technology in nature do not have access to such retained copies and (y) personnel of the Recipient whose functions are primarily internal information technology in nature have access to such copies only as reasonably necessary for the performance of their internal information technology duties (e.g., for purposes of system recovery). The parties further agree that they will continue to treat as confidential in accordance with the Agreement, any Confidential Information retained pursuant to the second sentence of this Section 11. -No Liability Regarding Confidential Information - - - -12. -The Recipient acknowledges that (i) the Disclosing Party is not obligated to provide any information pursuant to this Agreement, (ii) the Confidential Information is being given to it without liability on the part of the Disclosing Party or any of its Representatives, and (iii) no representation or warranty with respect to the Confidential Information is made by the Disclosing Party or any of its Representatives. The Recipient agrees that neither the Disclosing Party nor any of its Representatives will have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information by the Recipient or its Representatives. - - - -General - - - -13. -The Recipient agrees that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement by the Recipient or its Representatives, and that any court having competent jurisdiction may enter a preliminary and/or permanent restraining order, injunction or order for specific performance, without posting any bond, in the event of an actual or threatened breach of any of the provisions of this Agreement, in addition to any other remedy at law or in equity available to the Disclosing Party. - - - - - - -14. -This Agreement will terminate on the first anniversary of the date hereof. - - - - - - -15. -The furnishing of Confidential Information pursuant to this Agreement does not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into any agreement or negotiation with another party with respect to a Proposed Transaction or otherwise. - - - - - - -16. -Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter. No amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound. - - - - - - -17. -This Agreement may not be assigned by either party without the prior written consent of the other party. - - - - - - -18. -This Agreement is to be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law that would cause the laws of any other jurisdiction to be applicable. - - - - - - -19. -Each of the parties hereto expressly agree that they will not, and will not permit any of its Representatives to directly or indirectly, hire an employee of the other party, or solicit or induce any employee of the other party to leave such employee’s position with the other party, for a period of one year. However, this paragraph shall not prohibit the Potential Acquiror or any of its affiliates from soliciting or hiring an employee who responds to a general solicitation of employment. - - - - - - -20. -To the extent that any Confidential Information includes materials subject to the attorney-client privilege or similar privileges or protections, such disclosure is inadvertent and the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party. - - - - - - - - - - - - - - - - - - - - -Project Bell – Non-disclosure Agreement - - -Page 4 of 6 - - - - -  - - - - -21. -This Agreement may be signed in any number of counterparts (including by PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. - - - - - - -22. -WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. - - - - - - - - - - - - - - - - - - - - -Project Bell – Non-disclosure Agreement - - -Page 5 of 6 - - - - -  - -IN WITNESS WHEREOF the parties have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives. - - - -Company Name: Cartesian, Inc. - - -  - - - - -  - - -  - - -  - - -  - - - - -By: - - -/s/ Donald J. Tringali - - -  - - - - -  - - -Name: - - -Donald J. Tringali - - -  - - - - -  - - -Title: - - -Executive Chairman - - -  - - - - -  - - -Date - - -11-28-17 - - -  - - - - - - - -Potential Acquiror: - - -  - - - - -  - - -  - - -  - - -  - - - - -By: - - -/s/ Jonathon Tipton - - -  - - - - -  - - -Name: - - -Jonathan Tipton - - -  - - - - -  - - -Title: - - -Senior Vice President of Blackstreet Capital Holdings, LLC - - - - -  - - -Date - - -11/28/17 - - -  - - - - - - - - - - - - - - - - - diff --git a/contract-nli/contract nli in txt/1095558_0000944209-00-000518_document_3.txt b/contract-nli/contract nli in txt/1095558_0000944209-00-000518_document_3.txt deleted file mode 100644 index d70673ccf7aee8574e2b981c5cae69698c657846..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1095558_0000944209-00-000518_document_3.txt +++ /dev/null @@ -1,189 +0,0 @@ - - - Exhibit 10.18 - - - - AMENDED AND RESTATED - - MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT - - -This Amended and Restated Mutual Confidentiality and Non-Disclosure Agreement -("Agreement") is entered into as of March 1, 1998 between TWENTIETH CENTRUTY FOX -HOME ENTERTAINMENT, INC. ("Company") (collectively, "Parties"). This Agreement -amends and restates in its entirety the Mutual Confidentiality and Non- -Disclosure Agreement previously entered into by the Parties. The Parties will -provide each other with Confidential Information as defined below in connection -with one or more possible or actual transactions between the Parties (each a -"Transaction"). As a condition of one of the Parties or its agents or its -representatives furnishing Confidential Information ("Furnishing Party") to the -other of the Parties or its agents or its representatives receiving Confidential -Information ("Receiving Party"), the Receiving Party shall treat the -Confidential Information confidentially as set forth below. - -1. "Confidential Information" shall mean all non-public proprietary -information provided by the Furnishing Party to the Receiving Party, whether or -not marked or otherwise specifically designated as confidential. The term -"Confidential Information" does not include information which (i) becomes -generally available to the public other than as a result of a disclosure by the -Receiving Party, (ii) was available to the Receiving Party on a non-confidential -basis prior the Furnishing Party's disclosure to the Receiving Party, or (iii) -becomes available to the Receiving Party on a non-confidential basis from a -source other than the Furnishing Party, provided that such source is, to the -best of the Receiving Party's knowledge, not bound by a confidentiality -agreement with the Furnishing Party or otherwise prohibited from transmitting -the information to the Furnishing Party by a contractual, legal or fiduciary -obligation. - -2. It is understood that the Receiving Party may disclose any of the -Confidential Information to the Receiving Party's (and its subsidiaries' and -affiliates') directors, officers, employees, agents, representatives (including -attorneys and financial advisors), and prospective bank or institutional -lenders, (collectively, "Representatives") who require such material in -connection with a possible or actual Transaction (provided that such -Representatives shall be informed by the Receiving Party of the confidential -nature of the Confidential Information and shall agree to act in accordance with -the terms hereof). The Receiving Party agrees that the Confidential Information -of the Furnishing Party will be kept confidential by the Receiving Party and its -Representatives and, except with the specific prior written consent of the -Furnishing Party, or as expressly otherwise permitted by the terms hereof, will -not be disclosed by the Receiving Party or its Representatives. The Parties -further agree that the Receiving Party and its Representatives will not use any -of the Confidential Information for any reason or purpose other than in -connection with a possible or actual Transaction. - -3. Company acknowledges and agrees that certain Confidential Information is -extremely competitively sensitive for Fox ("Highly Confidential Information") -and shall therefore be subject to restrictions on disclosure additional to those -applicable to other Confidential Information. Highly Confidential Information -shall include the identity of Fox's actual and potential customers and vendors; -Fox's release schedules and sales trends; the prices and pricing policies of -Fox, its vendors and customers; all customer shipment, point-of-sale and returns -information; Fox's strategic planning information regarding system -implementation (including geographic implementation) and process improvement; -all distribution software used by and software development performed for Fox; -Fox's replenishment schedules and processes, inventory management schedules and -processes; and any other competitively sensitive Confidential Information -designated by Fox from time to time as "Highly Confidential Information". -Company shall limit disclosure of Highly Confidential Information to Company -employees. Company shall be responsible for any breach of this Agreement by any -such - - -1- - - -employee. Company shall not disclose Highly Confidential Information to any of -its consultants, or other vendors, or agents. - -4. In the event that the Receiving Party or any of its Representatives are -requested or required by applicable Federal or State law of the United States to -disclose any of the Confidential Information, it is agreed that the Receiving -Party or its Representative, as the case may be, will provide the Furnishing -Party with prompt notice of such request(s) so that it may seek an appropriate -protective order or other appropriate remedy and/or waive compliance by the -Receiving Party or its Representative with the provisions of the Agreement. In -the event that such protective order or other remedy is not obtained, or that -the Furnishing Party grants a waiver hereunder, the Receiving Party or such -Representative of the Receiving Party may furnish that portion (and only that -portion) of the Confidential Information which it is legally compelled to -disclose and will exercise its best efforts to obtain reliable assurance that -confidential treatment will be accorded any Confidential Information so -furnished. - -5. Without the prior written consent of Company, (i) neither Fox nor those of -its Representatives who are aware of the Confidential Information of Company -will initiate or cause to be initiated any communications with any employee of -Company concerning the Confidential Information, and (ii) none of Fox's -directors, officers or employees who are aware of the Confidential Information -will, for the two-year period from the date of the Agreement, solicit or cause -to be solicited for employment any employee of Company who is aware of the -Confidential Information of Company. - -6. Without the prior written consent of Fox, (i) neither Company nor those of -its Representatives who are aware of the Confidential Information of Fox will -initiate or cause to be initiated any communications with any employee of Fox -concerning the Confidential Information, and (ii) none of Company's directors, -officers or employees who are aware of the Confidential Information will, for -the two-year period from the date of the Agreement, solicit or cause to be -solicited for employment any employee of Fox who is aware of the Confidential -Information of Fox. - -7. Upon providing the Receiving Party with a specific list of the Confidential -Information to be returned to the Furnishing Party, the Receiving Party will -promptly deliver to the Furnishing Party or its Representatives, the -Confidential Information listed, together with all copies thereof, in the -possession of the Receiving Party or its Representatives, which was actually -furnished by the Furnishing Party to the Receiving Party. - -8. Although the Receiving Party understands that the Furnishing Party has -endeavored to include in the Confidential Information information known to it -which it believes to be relevant to a possible or actual Transaction, the -Receiving Party further understands that neither the Furnishing Party nor its -Representatives make any representation or warranty as to the accuracy or -completeness of the Confidential Information. The Receiving Party agrees that -neither the Furnishing Party nor its Representatives shall have any liability to -Receiving Party or its Representatives resulting from the use of the -Confidential Information by the Receiving Party or its Representatives. - -9. The provisions set forth in this Agreement may be modified or waived only -by a separate writing signed by the Parties expressly so modifying or waiving -such provisions. - -10. The Receiving Party hereby agrees to indemnify and hold harmless the -Furnishing Party from any damage, loss, cost or liability (including legal fees -and the cost of enforcing this indemnity) arising out of, or resulting from, any -unauthorized use or disclosure by the Receiving Party or its Representatives of -the Confidential Information. The Receiving Party also acknowledges that money -damages would be both incalculable and an insufficient remedy for any breach of -this Agreement by it or its Representatives and that any such breach would cause -the Furnishing Party irreparable harm. Accordingly, the Receiving Party also - - -2- - - -agrees that in the event of any breach of this Agreement, the Furnishing Party, -in addition to any other remedies at law or in equity it may have, shall be -entitled to equitable relief, including injunctive relief and specific -performance. - -11. It is understood and agreed that no failure or delay by either party in -exercising any right, power or privilege hereunder shall operate as a waiver -thereof, nor shall any single or partial exercise thereof preclude any other or -further exercise thereof or the exercise of any right, power or privilege -hereunder. - -12. The invalidity or unenforceability of any provision of this Agreement shall -not affect the validity of enforceability of any other provisions of this -Agreement, which shall remain in full force and effect. The parties hereby -acknowledge and agree that this Agreement and the rights and benefits thereof -shall be assigned by the party to any purchaser of a controlling share of equity -in that party. - -13. This Agreement shall be governed by and construed in accordance with the -laws of the State of California. - -14. The Parties hereby represent and warrant that the undersigned officer is -authorized to execute this Agreement on its behalf. - -By signing in the spaces provided below, Fox and Company have agreed to all of -the terms and conditions of this Agreement. - -TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC. - - - -By: /s/ Laura Cook - ------------------------- -Its: Senior Vice President - Legal and Business Affairs - Twentieth Century Fox Home Entertainment, Inc. - -ARTISAN HOME ENTERTAINMENT, INC. - - -By: /s/ Mark Curcio - ------------------------- -Its: CEO - - -3- \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1095563_0000950168-99-002585_document_2.txt b/contract-nli/contract nli in txt/1095563_0000950168-99-002585_document_2.txt deleted file mode 100644 index de92bd10064fc9f07da6abefc069774a61da3b19..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1095563_0000950168-99-002585_document_2.txt +++ /dev/null @@ -1,235 +0,0 @@ - - Exhibit O - - MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT - (STANDARD RECIPROCAL) - - THIS AGREEMENT (the "Agreement") is made between MICROSOFT - CORPORATION, a Washington corporation, and Sylvan Learning Systems, Inc. - ("COMPANY") and entered into this 16th day of February, 1998. - ---- --------- -- - - In consideration of the mutual promises and covenants contained in - this Agreement, the mutual disclosure of confidential information to each - other, the parties hereto agree as follows: - - 1. Confidential Information and Confidential Materials - --------------------------------------------------- - - (a) "Confidential Information" means nonpublic information that - Disclosing Party designates as being confidential or which, under the - circumstances surrounding disclosure ought to be treated as confidential. - "Confidential Information" includes, without limitation, information - relating to released or unreleased Disclosing Party software or hardware - products, the marketing or promotion of any Disclosing Party product, - Disclosing Party's business policies or practices, and information received - from others that Disclosing Party is obligated to treat as confidential. - Confidential Information disclosed to Receiving Party by any Disclosing - Party Subsidiary and/or agents is covered by this Agreement. - - (b) Confidential Information shall not include any information that: - (i) is or subsequently becomes publicly available without Receiving Party's - breach of any obligation owed Disclosing Party; (ii) became known to - Receiving Party prior to Disclosing Party's disclosure of such information - to Receiving Party; (iii) became known to Receiving Party from a source - other than Disclosing Party other than by the breach of an obligation of - confidentiality owed to Disclosing Party; or (iv) is independently - developed by Receiving Party. - - (c) "Confidential Materials" shall mean all tangible materials - containing Confidential Information, including without limitation written - or printed documents and computer disks or tapes, whether machine or user - readable. - - 2. Restrictions - ------------ - - (a) Receiving Party shall not disclose any Confidential Information to - third parties for five (5) years following the date of its disclosure by - Disclosing Party to Receiving Party, except to Receiving Party's - consultants as provided below. However, Receiving Party may disclose - Confidential Information in accordance with judicial or other governmental - order, provided Receiving Party shall give Disclosing Party reasonable - notice prior to such disclosure and shall comply with any applicable - protective order or equivalent. - - (b) Receiving Party shall take reasonable security precautions, at - least as great as the precautions it takes to protect its own confidential - information, to keep confidential the Confidential Information. Receiving - Party may disclose Confidential Information or Confidential Material only - to Receiving Party's employees or consultants on a need-to-know basis. - Receiving Party will have executed or shall execute appropriate written - agreements with its employees and consultants sufficient to enable it to - comply with all the provisions of this Agreement. - - (c) Confidential Information and Confidential Materials may be - disclosed, reproduced, summarized or distributed only in pursuance of - Receiving Party's business relationship with Disclosing Party, and only as - otherwise provided hereunder. Receiving Party agrees to segregate all such - Confidential Materials from the confidential materials of others in order - to prevent commingling. - - (d) Receiving Party may not reverse engineer, decompile or disassemble - any software disclosed to Receiving Party. - - 3. Rights and Remedies - ------------------- - - (a) Receiving Party shall notify Disclosing Party immediately upon - discovery of any unauthorized use or disclosure of Confidential - Information and/or Confidential Materials, or any other breach of this - Agreement by - - - - - - Receiving Party, and will cooperate with Disclosing Party in every - reasonable way to help Disclosing Party regain possession of the - Confidential Information and/or Confidential Materials and prevent its - further unauthorized use. - - (b) Receiving Party shall return all originals, copies, reproductions - and summaries of Confidential Information or Confidential Materials at - Disclosing Party's request, or at Disclosing Party's option, certify - destruction of the same. - - (c) Receiving Party acknowledges that monetary damages may not be a - sufficient remedy for unauthorized disclosure of Confidential Information - and that Disclosing Party shall be entitled, without waiving any other - rights or remedies, to such injunctive or equitable relief as may be - deemed proper by a court of competent jurisdiction. - - (d) Disclosing Party may visit Receiving Party's premises, with - reasonable prior notice and during normal business hours, to review - Receiving Party's compliance with the terms of this Agreement. - - 4. Miscellaneous - ------------- - - (a) All Confidential Information and Confidential Materials are and - shall remain the property of Disclosing Party. By disclosing information to - Receiving Party, Disclosing Party does not grant any express or implied - right to Receiving Party to or under Disclosing Party patents, copyrights, - trademarks, or trade secret information. - - (b) If either party provides pre-release software as Confidential - Information or Confidential Materials under this Agreement, such pre- - release software is provided "as is" without warranty of any kind. - Receiving Party agrees that neither Disclosing Party nor its suppliers - shall be liable for any damages whatsoever relating to Receiving Party's - use of such pre-release software. - - (c) Any software and documentation provided under this Agreement is - provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the - Government is subject to restrictions as set forth in subparagraph - (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at - DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial - Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. - Manufacturer is Microsoft Corporation/One Microsoft Way/Redmond, WA - 98052-6399. - - (d) Both parties agree that they do not intend nor will they, directly - or indirectly, export or re-export (i) any Confidential Information or - Confidential Materials, or (ii) any product (or any part thereof), process - or service that is the direct product of the Confidential Information or - Materials to (A) any country that is subject to U.S. export restrictions - (currently including, but not necessarily limited to, Iran, Iraq, Syria, - Cuba, North Korea, Libya, and Sudan), or to any national of any such - country, wherever located, who intends to transmit or transport the - products back to such country; (B) to any end-user who either party knows - or has reason to know will utilize them in the design, development or - production of nuclear, chemical or biological weapons; or (C) to any - end-user who has been prohibited from participating in U.S. export - transactions by any federal agency of the U.S. government. - - (e) The terms of confidentiality under this Agreement shall not be - construed to limit either party's right to independently develop or acquire - products without use of the other party's Confidential Information. - Further, either party shall be free to use for any purpose the residuals - resulting from access to or work with such Confidential Information, - provided that such party shall maintain the confidentiality of the - Confidential Information as provided herein. The term "residuals" means - information in non-tangible form, which may be retained by persons who - have had access to the Confidential Information, including ideas, concepts, - know-how or techniques contained therein. Neither party shall have any - obligation to limit or restrict the assignment of such persons or to pay - royalties for any work resulting from the use of residuals. However, the - foregoing shall not be deemed to grant to either party a license under the - other party's copyrights or patents. - - (f) This Agreement constitutes the entire agreement between the parties - with respect to the subject matter hereof. It shall not be modified except - by a written agreement dated subsequent to the date of this Agreement and - signed by both parties. None of the provisions of this Agreement shall be - deemed to have been waived by any act or acquiescence on the part of - Disclosing Party, its agents, or employees, but only by an instrument in - writing signed by - - - - - - an authorized officer of Disclosing Party. No waiver of any provision of - this Agreement shall constitute a waiver of any other provision(s) or of - the same provision on another occasion. - - (g) If either party employs attorneys to enforce any rights arising out - of or relating to this Agreement, the prevailing party shall be entitled to - recover reasonable attorneys' fees. This Agreement shall be construed and - controlled by the laws of the State of Washington, and both parties further - consent to jurisdiction by the state and federal courts sitting in the - State of Washington. Process may be served on either party by U.S. Mail, - postage prepaid, certified or registered, return receipt requested, or by - such other method as is authorized by the Washington Long Arm Statute. - - (h) Subject to the limitations set forth in this Agreement, this - Agreement will inure to the benefit of and be binding upon the parties, - their successors and assigns. - - (i) If any provision of this Agreement shall be held by a court of - competent jurisdiction to be illegal, invalid or unenforceable, the - remaining provisions shall remain in full force and effect. - - (j) All obligations created by this Agreement shall survive change or - termination of the parties' business relationship. - - 5. Suggestions and Feedback - ------------------------ - - Either party may from time to time provide suggestions, comments or other - feedback to the other party with respect to Confidential Information - provided originally by the other party (hereinafter "Feedback"). Both - parties agree that all Feedback is and shall be entirely voluntary and - shall not, absent separate agreement, create any confidentiality obligation - for the Receiving Party. However, the Receiving Party shall not disclose - the source of any feedback without the providing party's consent. Feedback - shall be clearly designated as such and, except as otherwise provided - herein, each party shall be free to disclose and use such Feedback as it - sees fit, entirely without obligation of any kind to the other party. The - foregoing shall not, however, affect either party's obligations hereunder - with respect to Confidential Information of the other party. - - IN WITNESS WHEREOF, the parties hereto have executed this Agreement. - - - COMPANY: Sylvan Learning Systems,Inc. MICROSOFT CORPORATION - ----------------------------- - - Address: 1000 Lancaster St. By: /s/ * - -------------------------- --------------------------- - Baltimore, MD 21202 Name: * - ---------------------------------- ------------------------- - By: Steve Hoffman Title: * - ------------------------------- ------------------------ - Name: Date: 8-27-98 - ----------------------------- ------------------------- - Title: MS Contact: - ---------------------------- ------------------- - Date: 8/25/98 - ----------------------------- - -* Text omitted based upon request for confidential treatment. - - 1/15/97 LE911420.028 - diff --git a/contract-nli/contract nli in txt/1096147_0001193125-08-206038_dex4.txt b/contract-nli/contract nli in txt/1096147_0001193125-08-206038_dex4.txt deleted file mode 100644 index cfc19586d2c06a542ee8483074e38310d554106b..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1096147_0001193125-08-206038_dex4.txt +++ /dev/null @@ -1,239 +0,0 @@ - -Nondisclosure Agreement - - -Exhibit 4 NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT, dated as of July 22, -2008, is by and between Financial Investments Corporation (“Investor”) and Taylor Capital Group, Inc. (together with its wholly-owned subsidiary, Cole Taylor Bank, the “Company”). WHEREAS, Investor has expressed an interest in discussing with the Company a possible financing transaction being considered by the Company (a -“Transaction”); WHEREAS, in connection with such discussions, the Company may disclose Evaluation Material (as -defined below) to Investor; and WHEREAS, the Company would not disclose the Evaluation Material to Investor, nor discuss with the -Investor the possibility of a Transaction, unless Investor executed and delivered this Agreement to the Company, and the Company may be irreparably harmed if Investor or any of its Representatives (as defined below) were to take any of the actions -prohibited under this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other -good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, intending to be legally bound, Investor and the Company hereby agree as follows: 1. Evaluation Material. For purposes of this Agreement, the term “Evaluation Material” shall mean any and all information -provided to Investor by or on behalf of the Company in connection with the Transaction whether in writing, orally, visually, electronically or in machine readable form, through demonstration or in any other manner, and shall include, without -limitation, any information regarding or relating to the Company’s operations, business opportunities, costs, finances, personnel, marketing and promotion plans, financial statements, financial information and business practices or policies, -and any other business information of the Company or the terms or existence of this Agreement, the Company’s consideration of a possible Transaction or any discussions between the parties with respect thereto, transmitted by or on behalf of the -Company to Investor in connection with the Transaction, whether prior to or after the execution and delivery of this Agreement and whether or not such information is marked “confidential”. The term “Evaluation Material” does not -include, and the obligations hereunder do not apply to, information, knowledge or data which (i) was in Investor’s or its Representatives’ (as defined below) possession prior to disclosure by the Company, or (ii) was or becomes -available to Investor or its Representatives on a non-confidential basis from a party other than the Company provided that such party is not known to Investor, after reasonable inquiry, to be under an obligation of confidentiality to the Company -with respect to such information, or (iii) at the time of disclosure or thereafter is generally available to the public (other than as a result of disclosure by Investor or its Representatives in violation of this Agreement), or -(iv) Investor can demonstrate has been independently developed by it or on its behalf without reliance on the Evaluation Material. All Evaluation Material transmitted by or on behalf of the Company shall remain the sole property of the Company. - 2. Use of Evaluation Material. The Evaluation Material will be used by Investor solely in connection with its evaluation of -a possible Transaction, and not for any other purpose whatsoever. The Evaluation Material will be kept confidential by Investor in accordance with the terms and conditions of this Agreement and will not be disclosed to any person, except that -Investor may disclose the Evaluation Material or portions thereof to those of its employees, officers, directors, partners, members, affiliates, accountants, attorneys, agents, consultants and advisors (these persons being collectively called -“Representatives”) who (a) need to know such information in order for Investor to be - - - - -able to evaluate a possible Transaction and (b) have been directed by Investor to treat the Evaluation Material in accordance with the terms of this -Agreement. For the avoidance of doubt, the term “Representatives” as applied to Investor shall not include any potential principal, co-investor or source of equity financing that is not a party to this Agreement. Investor shall be -responsible for any breach of this Agreement by any of its Representatives. Neither Investor nor any of its Representatives shall, directly or indirectly, (x) market or use (other than as permitted by the Agreement) any Evaluation Material, -(y) reproduce or otherwise copy any Evaluation Material except in connection with the Transaction, or (z) disclose, sell, license, offer to sell or license or otherwise transfer or make available any Evaluation Material to any person other -than as otherwise permitted by this Agreement. Without limiting the generality of the foregoing, Investor will use all reasonable efforts to protect the confidentiality of Evaluation Material, including, without limitation, efforts commensurate with -those it employs for the protection of its own confidential and proprietary information. The term “person” as used in this Agreement will be interpreted broadly to include, without limitation, any agency, corporation, individual, -partnership, limited liability company, joint venture or other entity. 3. Exceptions. If Investor or its Representatives -receive a subpoena or other validly issued administrative or judicial process requesting Evaluation Material, or if Investor or its Representatives are requested or required to disclose any Evaluation Material under law, governmental order, judicial -order, regulatory or statutory requirement, discovery request, oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, Investor shall notify the Company reasonably promptly -following Investor or its Representatives first becoming aware of such requested disclosure, so that the Company may seek a protective order or other appropriate remedy or, in the Company’s sole discretion, waive compliance with the terms of -this Agreement. Furthermore, if the Company seeks such a protective order or other appropriate remedy in connection with a third-party request or requirement to disclose the Evaluation Material, Investor and its Representatives will not oppose such -efforts. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Agreement, and Investor or its Representatives are advised by legal counsel that they are legally compelled -to make such disclosures, Investor or its Representatives, as the case may be, (i) may without liability hereunder furnish only that portion of the Evaluation Material or other information regarding a possible Transaction that Investor or its -Representatives are advised by legal counsel is legally required, (ii) will give the Company notice of the disclosures to be made to the extent legally permissible and (iii) will, if applicable, request that confidential treatment be -accorded the Evaluation Material or other information regarding a possible Transaction so disclosed to the extent legally permissible; it being understood and agreed that there can be no such assurance that the tribunal or governmental or similar -authority will grant any such request. 4. No Warranty. ALL EVALUATION MATERIAL IS PROVIDED “AS IS,” AND THE -COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS MERCHANTABILITY OR FITNESS -FOR A PARTICULAR PURPOSE. 5. No Legal Obligation, Representation, or Warranty. The parties agree that, unless and until a -binding agreement is entered into between the Company and Investor with respect to the Transaction, neither the Company nor Investor will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any -other written or oral expression, except with respect to the matters specifically agreed to herein. Nothing contained in any discussions between Investor and the Company or in any Evaluation Material shall be deemed to constitute a representation or -warranty. Except for the matters set forth in this Agreement or in any such binding agreement, neither -   --2- - - - -party shall be entitled to rely on any statement, promise, agreement, or understanding, whether oral or written, or any custom, usage of trade, course of -dealing, or conduct. 6. Return of Evaluation Material. At any time upon the written request of the Company, Investor will, -at its own expense, (i) reasonably promptly redeliver to the Company or, at the at Investor’s option, destroy all copies (including permanently erasing or deleting any electronic copies) of the Evaluation Material in the possession or -control of Investor or any of its Representatives and (ii) reasonably promptly destroy all analyses, notes, data, compilations, summaries, forecasts, studies or other documents and materials prepared by Investor or any of its Representatives in -connection with their evaluation and review of a possible Transaction that contain, reflect or are based upon or generated from, in whole or in part, any of the Evaluation Material. Upon the Company’s written request, Investor will confirm any -such destruction to the Company in writing. Notwithstanding the return or destruction of Evaluation Material, Investor will continue to be bound by its obligations of confidentiality hereunder respecting Evaluation Material, including without -limitation, with respect to oral Evaluation Material and their obligation not to use any Evaluation Material for any purpose other than as specifically permitted in this Agreement. 7. Non-Solicitation. For a period of eighteen months from the date of this Agreement, Investor will not, without the Company’s prior -written consent, directly or indirectly, solicit for purposes of employment, offer to hire or offer to enter into any contract with any executive officer of the Company with whom Investor has contact, or of whom Investor otherwise becomes aware, -during its discussions with the Company or its evaluation of a possible Transaction; provided, however, that this paragraph shall not prohibit Investor from engagement in any general advertising or general solicitation not targeted to the -Company’s employees; and provided, further, that Investor shall not be prohibited from soliciting or hiring any such employee whose employment has been terminated by the Company or its affiliates. 8. Standstill. For a period of eighteen months from the date of this Agreement, and except in connection with the Transaction, Investor -will not, directly or indirectly, and Investor will cause any person controlled by Investor not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to -acquire, directly or indirectly, any securities or property of the Company or any of its affiliates, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint -venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and -Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any of its affiliates, (iv) form, join or in any way participate in a “group” (within the -meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company or any of its affiliates, (v) otherwise act, alone or in concert with others, to seek to control or -influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) advise, assist or encourage any other person in connection with any of the -foregoing. Investor also agrees during such period not to (x) request the Company, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take any action that would reasonably be expected -to require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a Transaction, or (z) communicate with the Company’s stockholders (other than communications with any of the -officers of the Company, and any other employees of the Company designated by such officers, in the manner contemplated by this Agreement) regarding the subject matter of this Agreement.   --3- - - -9. Acknowledgement. Investor acknowledges that it is aware, and that it will advise its -Representatives who receive the Evaluation Material, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer (and options, -warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. 10. Public Disclosure. Each of the Company and Investor acknowledge and agree that it will not, and it will cause its respective employees, -representatives, affiliates and agents not to, publicly disclose, confirm or acknowledge the existence, or terms and conditions, of this Agreement, or the fact that the Company may be considering a possible Transaction with Investor, other than in a -press release approved by each party hereto or as otherwise specifically agreed in writing by the parties hereto, except to the extent the Company believes in good faith, after consultation with counsel, it is required by any law, rule or listing -requirement to make such disclosure, provided that the Company shall not identify the Investor or any of its affiliates by name without the Investor’s consent. 11. No License. Investor acknowledges and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to Investor or any of its Representatives to -any Evaluation Material, or to any copyrights, trademarks, service marks, patent rights, trade secrets, or other proprietary rights of the Company. 12. Third-Party Contacts. Neither Investor nor any of its Representatives shall knowingly contact any employee (other than the officers of the Company and other employees designated by such officers in the manner contemplated -by this Agreement), supplier or customer of the Company regarding the Transaction or the Company’s prospects, without the Company’s prior written consent. 13. No Commitment. Each of the Company and Investor understands and agrees that no contract or agreement or binding obligation providing for or with respect to any Transaction shall be created or deemed -to exist unless and until a definitive agreement has been executed and delivered with respect thereto, and that, unless and until a definitive agreement between the parties has been executed and delivered, no party has any legal obligation of any -kind whatsoever to enter into or pursue a Transaction by virtue of this Agreement or any other written or oral expression, whether before or after the execution of this Agreement. 14. Equitable Remedies. Investor hereby agrees that a failure to comply with any provision of this Agreement would cause the Company -irreparable harm and that monetary damages would be an inadequate remedy for an actual or threatened breach of this Agreement by Investor or any of its Representatives because of the difficulty of ascertaining the amount of damage that will be -suffered by the Company in the event that this Agreement is breached. Accordingly, the Company will be entitled to specific performance of this Agreement and injunctive or other equitable relief as a remedy for any such breach without proof of -actual damages. Investor further agrees to waive, and to use its reasonable efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Any such equitable remedy shall -not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company. 15. Authority. By signing below, each of the undersigned representatives of the parties hereto represents and warrants that he or she has full authority to execute this Agreement on his or her respective -party’s behalf and to bind his or her respective party to the terms of the Agreement.   --4- - - -16. No Waiver. No course of action or failure to act by either party will constitute a -waiver by a party of any right or remedy under this Agreement, and no waiver by either party of any right or remedy under this Agreement will be effective unless made in writing. 17. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid -under applicable law. However, if any provision of this Agreement is prohibited or invalid under any applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder thereof -or any of the remaining provisions of this Agreement. 18. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall -be governed by, and construed in accordance with the laws of the State of Illinois, without reference to its conflicts of law principles. Each party consents to the jurisdiction of the state or federal courts in Cook County, Illinois, which will be -the sole venue for resolution of all disputes related to this Agreement. THE PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 19. Entire Agreement; Successors and Assigns. This Agreement constitutes the entire agreement and understanding between Investor and the -Company regarding the matters set forth herein, and no representations or promises have been made that are not fully set forth herein. This Agreement shall be binding solely on and inure to the benefit of the parties hereto and their respective -successors and assigns. 20. Counterparts; Facsimile Transmission. This Agreement may be executed in multiple counterparts, -each of which shall serve as an original, but all of which shall constitute but one agreement. For purposes of executing this Agreement, any signed documents transmitted by facsimile machine with automatic confirmation of receipt shall be treated in -all manner and respects as an original document. The signature of any party transmitted by facsimile machine shall be considered to be an original signature and any such document shall be considered to have the same binding legal effect as an -original document executed, delivered and exchanged between the parties. At the request of any party, any executed document delivered by facsimile machine shall be re-executed by all parties in a “hard-copy” form. The parties hereto hereby -agree that none of them shall raise the use of a facsimile machine for the transmission of signatures as a defense to this Agreement and each such party hereby waives such defense. IN WITNESS WHEREOF, each of the undersigned has caused this Non-Disclosure Agreement to be executed by its duly authorized representative. -   --5- - - - - - - - - - -Financial Investments Corporation - - - - -By: -  -/s/ HARRISON I. STEANS - - -  - Name: Harrison I. Steans Title: Chairman of the -Executive Committee -     - - - - - - -TAYLOR CAPITAL GROUP, INC. - - - - -By: -  -/s/ BRUCE W. TAYLOR - - -  - Bruce W. Taylor Chief Executive -Officer - - - -Amendment This Amendment (this “Amendment”), dated as of September 4, 2008, to the Agreement (the “Agreement”), dated as of July 22, 2008, by and between Financial Investments -Corporation (“FIC”), and Taylor Capital Group, Inc. (together with its wholly-owned subsidiary, Cole Taylor Bank, the “Company”). WHEREAS, on the date hereof, the Company is entering into a Securities Purchase Agreement dated as of September 4, 2008 (the “Securities Purchase Agreement”) with each of the investors listed on -the Schedule of Buyers attached thereto; and WHEREAS, in connection with the execution of the Securities Purchase Agreement, the FIC and -the Company wish to amend the Agreement as provided herein. 1. The parties hereto agree that Section 8 of the Agreement is hereby -amended and restated to read as follows: 8. Standstill. (a) Until January 22, 2010, and except as -contemplated by the Transactions (as defined in the Securities Purchase Agreement) and except for the acquisition of up to 500,000 additional shares of Common Stock in the aggregate from time to time after the date hereof, FIC and its Affiliates -will not, directly or indirectly, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any Voting Securities of the -Company if such acquisition would result in the beneficial ownership (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of FIC when added to the beneficial ownership of each Affiliate (in each case -without duplication) being in the aggregate 20% or more of the outstanding Voting Securities of the Company immediately following such acquisition, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, -business combination, partnership, joint venture or other similar transaction involving the Company, (iii) make, or in any way participate in, any “solicitation” of “proxies” in an “election contest” (as such terms -are used in the proxy rules of the Securities and Exchange Commission) or otherwise solicit proxies in opposition to any proposal at a Stockholders Meeting the approval of which is recommended by the Board of Directors of the Company, -(iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) representing beneficial ownership of in excess of 20% of the outstanding Voting -Securities of the Company in connection with any of the foregoing clauses (i) through (iii), (v) publicly disclose any intention, plan or arrangement inconsistent with the foregoing, or (vi) advise, assist or encourage any other -person in connection with any of the foregoing. FIC also agrees during such period not to request the Company, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). (b) Notwithstanding the foregoing, the parties hereto agree that: (i) the restrictions contained in this Section 8 shall no -longer be applicable upon the occurrence of a Significant Event (as defined below); (ii) nothing in this Section 8 shall prohibit or restrict any actions taken or not taken by Harrison I. Steans, - - - - -Jennifer W. Steans or any other director or Executive Committee member of the Company in his or her capacity as such; (iii) nothing in this -Section 8 shall prohibit or restrict any person or entity from taking any actions if and to the extent such actions are solely in the exercise of its rights under the Transaction Documents (as defined in the Securities Purchase Agreement) or as -a holder of preferred stock of the Company, including, without limitation, converting the preferred stock into common stock, nominating directors or granting or withholding of consents or approvals; (iv) nothing in this Section 8 shall -prohibit or restrict any person or entity from voting or withholding from voting at any annual or special meeting of the Company’s stockholders or granting or withholding consent or approval; (v) nothing in this Section 8 shall -prohibit or restrict any person or entity from taking any actions to the extent required or permitted by a contractual obligation with the Company or by law (including applicable securities law rules and regulations); and/or (vi) nothing in -this Section 8 shall prohibit or restrict any person or entity from disclosing any of the foregoing on a Schedule 13D, Form 4 or any amendments thereto to the extent required by applicable law, rule or regulation. (c) For purposes of this Section 8, (i) a “Significant Event” shall mean any of the following involving the -Company: (x) any person or group acquires or publicly offers to acquire, directly or indirectly, beneficial ownership of Voting Securities of the Company representing 50% or more of the voting power represented by the then outstanding Voting -Securities of the Company, (y) any person or group (other than the FIC and affiliates thereof) publicly announces its desire to enter into an Acquisition Transaction with the Company, or (z) the Company enters into an agreement with -respect to any Acquisition Transaction; (ii) “Voting Securities” means any securities entitled to be voted generally in the election of directors of any person or any direct or indirect options or other rights to acquire any -such securities; (iii) an “Acquisition Transaction” shall mean any merger, sale or other business combination or transaction pursuant to which the outstanding Voting Securities of the Company would be converted into cash or -securities of any other person or 50% or more of the voting power represented by the then outstanding Voting Securities of the Company would be owned by persons other than current holders of Voting Securities of the Company, or which would result in -all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, being transferred to any person or group; and (iv) “Affiliates” means each of Harrison I. Steans and Jennifer W. Steans. -2. This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. -Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect. 3. This -Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument. [Signature Page Follows]   -- 2 - - - -IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto on the date -first written above.   - - - - - - -FINANCIAL INVESTMENTS CORPORATION - - - - -By: -  -/s/ JENNIFER W. STEANS - - -  - Name: Jennifer W. Steans Title: -President - - - - -By: -  -/s/ HARRISON I. STEANS - - -  - Name: Harrison I. Steans Title: Chairman of the -Executive Committee - - - -TAYLOR CAPITAL GROUP, INC. - - - - -By: -  -/s/ BRUCE W. TAYLOR - - -  - Name: Bruce W. Taylor Title: Chief Executive Officer - -                         [Signature Page of Amendment to Non-Disclosure Agreement] diff --git a/contract-nli/contract nli in txt/1096182_0001144204-06-021678_v043804_ex10-3.txt b/contract-nli/contract nli in txt/1096182_0001144204-06-021678_v043804_ex10-3.txt deleted file mode 100644 index b69901af8055615b90f8c318cf22b9cd3c05c0ae..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1096182_0001144204-06-021678_v043804_ex10-3.txt +++ /dev/null @@ -1,258 +0,0 @@ - - - APPENDIX 4 - - NON-DISCLOSURE AGREEMENT - - THIS NON-DISCLOSURE AGREEMENT (the "Agreement") made this 18th day of -November, 2005, by and between Yale University School of Medicine, a nonprofit, -educational corporation, organized and existing under the laws of the State of -Connecticut, with an office located at Yale University School of Medicine, -having its principal office at 47 College Street, Suite 203, New Haven, -Connecticut (hereinafter, the "Pilot Site") and Advanced BioPhotonics Inc., a -corporation organized and existing under the laws of the State of Delaware , -with its principal office at 125 Wilbur Place, Suite 120, Bohemia, New York -(hereinafter, the "ABP") and the parties hereby agree as follows: - - 1. The parties intend to pursue a Pilot Study to test its functionality, -performance and reliability to determine the applicability of this technology to -plastic surgery applications, which will be carried out by Dr. Yuan Liu -utilizing ABP's BioScanIR(R) system consisting of the following elements: (i) -system hardware components: infrared camera, mobile cart, computer workstation, -camera power supply, universal power management unit, temperature controller and -black body; (ii) proprietary DIRI(R) software for control of system components, -data acquisition, data processing, data archiving and reporting; and (iii) -applications software packages (hereinafter, collectively referred to as the -"System") as further defined in the Pilot Site Agreement between the parties -(hereinafter referred to as the "Pilot Study"), and in the course of which the -parties may exchange Proprietary Information, as hereinafter defined. The -parties further desire to protect such Proprietary Information from unauthorized -disclosure and use under the terms and conditions herein. - - 2. For purposes of this Agreement, Proprietary Information shall mean, -without limitation, computer programs, code, algorithms, names and expertise of -employees and consultants, formulas, processes, inventions, schematics and other -technical, business, financial, pricing and product development plans, forecasts -and strategies, together with any analysis or tangible embodiments of the -Disclosing Party's Proprietary Information created by the Receiving Party. -Proprietary Information shall be designated as such in writing by the Disclosing -Party by appropriate legend or stamp, or, if first disclosed in a non-written or -other non-tangible form, Proprietary Information shall be identified by the -Disclosing Party at the time of disclosure as being disclosed in confidence and -shall be reduced to tangible form and marked as confidential or proprietary and -such tangible form shall be delivered to the Receiving Party within thirty (30) -days after the date of first disclosure. During the above stated thirty-day -period such Proprietary Information shall be protected in accordance with the -terms of this Agreement. Proprietary Information shall further include any -information or data that evidence, record, derive from or reveal any Proprietary -Information. Notwithstanding the foregoing, the components of the System are -hereby deemed to be Proprietary Information and as such are protected in -accordance with the terms of this Agreement. - - 28 - - - 3. The Receiving Party shall preserve Proprietary Information received -from the Disclosing Party in confidence by exercising at least the same degree -of care used to restrict disclosure and use of the Receiving Party's own similar -confidential information, but at least a reasonable degree of care, and shall -refrain from disclosing such Propriety Information to its employees not involved -in the Pilot Study, its consultants, representatives, or agents ( the -"Affiliates") or to any third party without written authorization from the -Disclosing Party. This Agreement shall be construed to bind and impose -obligations upon any other divisions, subsidiaries, business units, and/or -affiliated companies of the Receiving Party that receive access to the -Proprietary Information of the Disclosing Party. The Receiving Party shall -ensure that all copies of Proprietary Information stored electronically on its -server, tape backup or on the hard drives of computers used by its Affiliates in -connection with the Pilot Study have been permanently deleted and Receiving -Party shall certify such deletion in writing to the Disclosing Party. Receiving -Party will ensure that all of its Affiliates sign a Non-Disclosure Agreement -containing confidentiality restrictions at least as restrictive as those set -forth in this Agreement. - - 4. The Receiving Party shall use Proprietary Information received from the -Disclosing Party solely for the purposes set forth in Paragraph 1. Any other use -of the Proprietary Information is explicitly forbidden. This restriction shall -survive termination of this Agreement. - - 5. This Agreement shall not restrict disclosure or use of Proprietary -Information that is: - - A. Now, or hereafter becomes, through no act or failure to act on the - part of Receiving Party, generally known or available; or - - B. Known by the Receiving Party at the time of receiving such - information as evidenced by records of the Receiving Party; or - - C. Hereafter furnished to the Receiving Party, as a matter of right and - without restriction on disclosure, by a third party who had not - received any Proprietary Information from the Disclosing Party or - the Receiving Party; or - - D. is approved by the disclosing party for disclosure without - restriction in a written document which is signed by a duly - authorized officer of such disclosing party; or - - E. Independently developed by the Receiving Party by persons who did - not have access to the Disclosing Party's information and without - breach of this Agreement. - - 6. The Receiving Party may disclose the Disclosing Party's Proprietary -Information to the extent required to be disclosed pursuant to final court -order; provided, however, that the Receiving Party: (i) immediately notifies the -Disclosing Party upon its receipt of any court order or other document that -requests or demands disclosure of Proprietary Information; and (ii) assert the -privileged and confidential nature of the Proprietary Information against the -third party seeking disclosure; and (iii) cooperate fully with the Disclosing -Party in protecting against any such disclosure and/or obtaining a protective -order narrowing the scope of such disclosure of the Proprietary Information. In -the event that such protection against disclosure is not obtained, the receiving -party will be entitled to disclose the Proprietary Information, but only to the -extent necessary to legally comply with such compelled disclosure and to have -such required disclosure made under a protective secrecy order. - - 29 - - - 7. The Receiving Party shall notify the Disclosing Party in writing -immediately upon discovery of any unauthorized use or disclosure of Proprietary -Information, and will reasonably cooperate with the Disclosing Party to regain -possession of the Proprietary Information and prevent its further unauthorized -use. - - 8. Proprietary Information shall remain the property of the originating -party. Neither this Agreement nor any exchange of Proprietary Information -hereunder shall be construed as granting any right or license under any -copyright, invention, or patent now or hereafter owned or controlled by either -party. Each party shall use and rely upon Proprietary Information received from -the other at its sole risk and expense. - - 9. All notices, instructions, requests, authorizations, consents, demands -and other communications hereunder shall be in writing and shall be sent by -facsimile, overnight courier or registered airmail, postage prepaid, addressed -as follows: - - For Pilot Site: - - Yale Plastic and Reconstructive Surgery - Department of Surgery - Yale School of Medicine - 333 Cedar Street (BB-330) - P.O. Box 208041 New Haven, Connecticut 06520-8041 - - Attention: Dr. Yuan Liu/Dr. John Persing - - Facsimile: 203-785-5714 - - For ABP: - - Advanced BioPhotonics Inc. - 125 Wilbur Place, Suite 120 - Bohemia, New York 11716 - - Attention: Kevin Healy, General Counsel - - Facsimile: 631-244-7960 - - 30 - - -Either party hereto may change its address by a notice given to the other party -hereto in the manner set forth above. Notice given by mail shall be considered -to have been given five (5) days after the mailing thereof, and notices given by -facsimile shall be considered to have been given when received. - - 10. This Agreement may be terminated by either party upon thirty (30) days -written notice to the other. Unless thus earlier terminated, this Agreement -shall terminate upon completion of the Pilot Study. The confidentiality -obligations under this Agreement will survive termination of this Agreement for -a period of three (3) years. - - 11. Upon termination, the Receiving Party shall cease use of the -Disclosing Party's Proprietary Information, and shall destroy all Proprietary -Information, including without limitation, reports, analyses, e-mails or any -other derivative embodiments of the Proprietary Information, , together with all -copies thereof, in its possession or control and furnish the Disclosing Party -with written certification of destruction. Alternatively, at the request of the -Disclosing Party, the Receiving Party shall return all such Proprietary -Information, including without limitation, reports, analyses, e-mails or any -other derivative embodiments of the Proprietary Information, together with all -copies thereof to the Disclosing Party. The Receiving Party shall ensure that -all copies of Proprietary Information stored electronically on its server, tape -backup or on the hard drives of computers used by Receiving Party's Affiliates -in connection with the Pilot Study have been permanently deleted and Receiving -Party shall certify such deletion in writing to the Disclosing Party. - - 12. Each party shall bear all costs and expenses incurred by it under or -in connection with this Agreement, provided, however, that the prevailing party -in any litigation commenced to enforce or construe the terms of this Agreement -shall be entitled to collect from the other party the costs of such litigation, -including reasonable attorneys' fees. Nothing in this Agreement shall be -construed as an obligation by either party to enter a contract, subcontract, or -other business relationship with the other party in connection with the Pilot -Study. - - 13. The Receiving Party hereby acknowledges and agrees that in the event -of any breach of this Agreement by the Receiving Party, including, without -limitation, the actual or threatened disclosure of the Disclosing Party's -Proprietary Information without the prior express written consent of the -Disclosing Party, the Disclosing Party will suffer an irreparable injury, such -that no remedy at law will afford the Disclosing Party with adequate protection -against, or appropriate compensation for, such injury. The Receiving Party -hereby agrees that the Disclosing Party may be entitled to specific performance -of the Receiving Party's obligations under this Agreement, as well as further -relief (injunctive or otherwise) as may be granted by a court of competent -jurisdiction. - - 14. This Agreement shall be governed by and interpreted in accordance with -the laws of the State of Connecticut and shall be enforceable in the courts of -that state. - - 15. This Agreement contains the entire understanding between the parties, -superseding all prior or contemporaneous communications, agreements and -understandings between the parties with respect to the exchange of Proprietary -Information in connection with the Pilot Study. - - 31 - - - 16. If any part, term or provision of this Agreement shall be held -illegal, unenforceable, or in conflict with international law or any law of a -federal, state or local government having jurisdiction over this Agreement, the -validity of the remaining portions of this Agreement shall not be affected -thereby. - - 17. This Agreement may be executed in two (2) or more counterparts, each -of which shall be deemed an original, but all of which together shall constitute -one and the same instrument. - - IN WITNESS WHEREOF, each party has caused this Agreement to be executed in -duplicate originals by its duly authorized representative. - -YALE UNIVERSITY ADVANCED BIOPHOTONICS INC. -SCHOOL OF MEDICINE - -By: By: - ---------------------------------- ----------------------------- -Name: Penrhyn E. Cook Name: Denis A. O'Connor - -Title: Executive Director Title: President and CEO - Grant and Contract Administration - -YALE UNIVERSITY -SCHOOL OF MEDICINE - -By: - ---------------------------------- -Name: Dr. John Persing - -Title: Principal Investigator - -By: - ---------------------------------- -Name: Dr. Yuan Liu - -Title: Principal Investigator - - 32 diff --git a/contract-nli/contract nli in txt/1100182_0001107049-00-000014_document_23.txt b/contract-nli/contract nli in txt/1100182_0001107049-00-000014_document_23.txt deleted file mode 100644 index 060d3cbd9d19106645752d2a56dd8c8221324c93..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1100182_0001107049-00-000014_document_23.txt +++ /dev/null @@ -1,150 +0,0 @@ -NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT - - This Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to -as the "Agreement" is made this 6th of February, 1999 by and between High Speed -Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties -hereto may be referred to hereinafter as the "Parties", shall include both -disclosing party and informed party without prejudice. - - Whereas, the Parties wish to associate themselves for the purpose of working -together for their individual and common benefit. - - Now, therefore, in consideration of the representations, agreements, -promises and covenants contained herein and other good and valuable -consideration, the receipt and sufficiency of which is hereby acknowledged, the -Parties agree as follows: - - 1. The Parties agree to abide by the following rules of non-circumvention -and non-disclosure for a period of Two years from the effective date hereof. -Such covenant and agreement shall survive termination of this Agreement for any -reason whatsoever. - - a) Each Party, for itself and its associates as defined below, -represents and warrants that it shall not conduct business with any sources or -contacts, or said source's or contact's associates as defined below, that are -originally made known and/or available by another Party hereto, at any time or -in any manner, without the express written permission (not to be unreasonably -withheld) of the Party who made the source(s) known and/or available. - - b) For purposes of this Agreement, the term "associates" or "contacts" -shall be defined as: in the case of a business entity its officers, directors, -affiliates, subsidiaries, associated entities, and any other business entity in -which the business entity owns five percent (5%) or more of the outstanding -equity interest. - - c) The Parties will maintain complete confidentiality regarding this -Agreement and all transactions occurring thereunder, each other's business, -business sources and affiliates and each other's propriety knowledge and -know-how, and will disclose such information only pursuant to the express -written permission of the party who made such information available save where -such information deemed to be in the public domain or under the order of a -competent Court or Government Agency. - - d) This Agreement and each additional agreement concluded or written or -verbal disclosure made between the Parties, shall be kept confidential and is -not to be reproduced, communicated or distributed in any manner whatsoever -except on a "need to know" basis to persons directly involved with the closing -of any transaction contemplated between the Parties, or legal counsel of a -Party. - - e) It is understood and agreed that by reason of this "Agreement" the -"Parties" that are involved during the course of business transactions may learn -from one another, or from the principals the names, addresses, telephone numbers - - - -of lenders, agents, brokers, clients or others hereafter referred to as -"Contracts" and or "Associates". - - f) It is understood and agreed that the "Contracts" of each party -hereto are and shall be recognized as exclusive and valuable "Contracts" and -that the parties will not directly or indirectly negotiate or participate in any -transaction circumventing the party who first provided the "Contract". - - 2. The Agreement is valid and effective for all purposes, business, -communications, negotiations, disclosures and transactions of whatever nature -between the Parties for a period of two (2) years from the effective date -hereof. - - 3. Each Party represents, warrants and covenants that all information -furnished by said party, or to be furnished by said Party, or to any other Party -or Parties hereto is, or will be, true, complete, correct and accurate to best -of said Party's knowledge, ability and belief. - - 4. In the event of circumvention by the "Parties" involved in this -transaction, either directly or indirectly, it is agreed and guaranteed that a -monetary penalty will be paid by the person or persons engaged in or -circumvention. This payment will additionally include all reasonable legal -expenses incurred by the aggrieved party. - - 5. This Agreement contains the entire and complete understanding existing -between the Parties of the date of its execution regarding the subject matters -contained herein, and all former representations, promises or covenants, whether -written or verbal, are null and void. - - 6. This Agreement may be modified only by written agreement duly executed by -all Parties hereto. - - 7. This Agreement shall be binding upon, and inure to the benefit of the -heirs, legal representatives, successors, designees, and/or assigns of the -Parties. The executor, administrator, or personal representative of a deceased -party shall execute and deliver any document(s) or legal instrument(s) necessary -or desirable to carry out the provisions hereof. - - 8. Any written notice required or allowed to be given hereunder shall be -deemed to have been duly and properly given and delivered (a) as of the date -actually hand delivered to the Party to be charged with receipt. - - 9. Any copy of this Agreement, or any other documents executed and/or signed -by any of the Parties hereto, and sent to another Party hereto by facsimile -transmission carries the full force and effect as if it were the hand delivered -original. - - 10. This Agreement was negotiated and prepared jointly by all Parties -hereto, and each Party acknowledges that they have had ample opportunity to -consult legal, financial and other counsel concerning all aspects, terms and - - 2 - - - -condition of this Agreement. This Agreement may be executed in multiple -counterpart copies, each of which shall be deemed a duplicate original. - - 11. No party shall be considered or adjudged to be in violation of this -Agreement when the violation is due to situations beyond the said party's -control, such as acts of God, civil disturbances, theft, or said Party's -connections having prior knowledge or possession of privileged information, -contacts, or contacts without the disclosure, intervention or assistance of said -party or aid Parties associates as defined herein. Essentially, the spirit -behind this Agreement is one of mutual trust, confidence and reliance upon each -party to do what is fair and equitable. - - 12. This Agreement is a full recourse agreement concluded under the laws of -Pennsylvania and said forum shall be applicable law covering the construction, -interpretation, execution, validity, enforceability, performance, and any other -such matters in respect to this Agreement, including any breach or claim of -breach hereof. - - 13. This Agreement shall be governed by law and construed to be in -accordance with the laws of the State of Pennsylvania applicable to contracts -made and to be performed solely in such State by parties thereof. Any dispute -arising out of this Agreement shall be adjudicated in arbitration under the -rules of the American Arbitration Association. The prevailing party in any -dispute shall be reimbursed reasonable attorneys fees. - - IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" ON -THE DATES SET FORTH BELOW. - - Agreed, executed and acknowledged on 2/9/99 , 1999 - - -/s/ Michael M. Cimino /s/ Richard Seifert 02/08/99 ---------------------------------- -------------------------------- -Mike Cimino for High Speed Net Richard Seifert for R J Seifert -Solutions Enterprises - - - - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1100772_0001038838-02-000125_ex1032sb2no5.txt b/contract-nli/contract nli in txt/1100772_0001038838-02-000125_ex1032sb2no5.txt deleted file mode 100644 index dc0a3be59c50e93fe0571432a82b9b6673edf35d..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1100772_0001038838-02-000125_ex1032sb2no5.txt +++ /dev/null @@ -1,120 +0,0 @@ - - APPENDIX "A" - -THIS MUTUAL NON-DISCLOSURE AGREEMENT is made and entered into this the 7th day -of November 2001. - -BETWEEN: SMART CHIP TECHNOLOGIES, LLC - a corporation incorporated under the laws of the United States - of America - -AND: CONSUMER ECONOMIC OPPORTUNITIES INC. - a corporation incorporated under the Canada Business - Corporations Act - -WHEREAS, the Parties are desirous of exchanging information relating to -confidential and more specifically relating, but not limited, to technical data, -marketing, business information, and pricing, all for the purpose of exploring -future potential business relationships to the mutual benefit of both Parties -hereto. - -It is anticipated that each of the undersigned Parties shall, from time to time, -disclose to the other Party certain technical or business information. With -respect to all such information, including any reports or other documents -resulting from such exchange of information between the Parties. Each of the -Parties agree to the following terms: - -1. "Confidential Information" means all information provided by either - Party in writing or visual form which Party desires to protect from - disclosure and which is marked with an appropriate stamp or legend - designating such material as "Confidential"; and all information - provided orally by a Party which that Party desires to protect from - disclosure provided that such information is identified as Confidential - at the time it is transmitted and is subsequently confirmed as such in - writing by the disclosing Party within fifteen (15) days after such - verbal transmittal. - -2. For a period of five (5) years following the date of each such - disclosure or development the receiving Party shall maintain such - Confidential Information as confidential, except: - - (a) Confidential Information which is or becomes known publicly - through no fault of the receiving Party; or - - (b) Confidential Information learned by the receiving Party from a - third party entitled to disclose it; or - - (c) Confidential Information already known to the receiving Party - before receipt from the disclosing Party as shown by the - receiving Party's written records; or - - (d) Confidential Information which is independently developed by - the receiving Party as shown by the receiving Party's written - records; or - - (e) Confidential Information which must be disclosed under - operation of law. - - (f) Confidential Information which is approved for release by - written authorization of the disclosing Party - -3. The receiving Party shall not, without prior written permission of the - disclosing Party, furnish to any third Party any information, equipment - or material embodying or made by use of any Confidential Information - - - -7- - - received or developed hereunder nor use such information for purposes - other than internal evaluation so long as such Confidential Information - must be maintained confidential. All Confidential Information in - tangible form, and any copies thereof, disclosed hereunder, shall be - promptly returned to the disclosing Party at the disclosing Party's - written request, or destroyed at the disclosing Parties request - provided that confirmation of destruction is given to the disclosing - Party. - -4. The receiving Party shall protect the disclosed Confidential - Information by using the same degree of care, but no less than a - reasonable degree of care, to prevent the unauthorised use, - dissemination or publication of the Confidential Information. - -5. In the event of any breach or threatened breach by the receiving Party - of its obligations hereunder, the disclosing Party shall have whatever - rights and remedies are available to it at law or in equity, provided, - however, that in no event shall either Party be liable for any - consequential damages of any nature whatsoever. - -6. This Agreement shall not be construed as granting or conferring any - rights to license or otherwise, expressly, implied, or otherwise for - any invention, discovery or improvement made, conceived or acquired - prior to or after the date of this Agreement. - -7. Neither Party shall disclose Confidential Information nor assign work - hereunder to anyone other than the receiving Party's employees who have - agreed in writing to maintain the Confidential Information as - confidential and to execute all documents deemed reasonably necessary - by the disclosing Party to permit compliance with all provisions of - this Agreement. - -8. Nothing contained in this Agreement shall constitute a commitment by - either Party to the development or release of any future products - and/or programs disclosed thereby or restrict either Party in its - efforts to improve its existing products and systems and to conceive - and develop new products and systems. Additionally, participation in - the information exchange pursuant to this Agreement shall not - constitute or imply a commitment by either Party to favour or recommend - any product or service of the other Party. - -IN WITNESS WHEREOF, the Parties hereto have respectively caused this Mutual -Non-disclosure Agreement to be executed by their duly authorized officers at the -date first mentioned above. - -Consumer Economic Opportunities Inc. SMART CHIP TECHNOLOGIES, LLC - - - -By: /s/ David Vaters By: /s/ Jim Williams - ---------------------------- ------------------------- - Name: David Vaters Name: - Title: President, CEO Title: President & CEO \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1101204_0001085037-00-000208_0015.txt b/contract-nli/contract nli in txt/1101204_0001085037-00-000208_0015.txt deleted file mode 100644 index b1a72841462ba54197e27c335ebd54f39db93e09..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1101204_0001085037-00-000208_0015.txt +++ /dev/null @@ -1,161 +0,0 @@ -ENTERA - - MUTUAL NON-DISCLOSURE AGREEMENT - - -This Agreement is entered into by and between ENTERA INC., a Delaware -Corporation ("Entera") with its principal place of business at 40971 -Encyclopedia Circle, Fremont CA 94538 and , located at - ------------- - ("Disclosee"). - -------------- - - BACKGROUND - -Entera and desire to enter into discussions of business matters of -mutual interest in the course of which either or both of said Parties -("Disclosing Party") may disclose certain of its proprietary and confidential -information to the other Party ("Receiving Party"). It is anticipated that: - -Entera will be: - - a Disclosing Party a Receiving Party X Both - - will be: - - a Disclosing Party a Receiving Party X Both - -The specific purpose of the discussions and the disclosure of proprietary and -confidential information is: - -TO DISCUSS BOTH 'S AND ENTERA'S BUSINESS STRATEGY, BUSINESS MODELS, -TECHNICAL SOLUTIONS AND CONFIDENTIAL INFORMATION IN SUPPORT OF DISCUSSIONS -CONCERNING A POTENTIAL STRATEGIC RELATIONSHIP, MARKETING ALLIANCE, JOINT -DEVELOPMENT EFFORT, OR PRODUCT/SERVICE INTEROPERABILITY AND TO DISCUSS OTHER -BUSINESS OPPORTUNITIES, BOTH SHORT AND LONG TERM. - - -The proprietary and confidential information to be supplied under the provisions -of this Agreement relates to the subject of: -BUSINESS MODELS, STREAMING, CACHING, AUTHORING TOOLS, LOGGING, STRATEGIC -PARTNERSHIPS AND CONTENT MANAGEMENT SYSTEMS. BOTH WILL DISCUSS PLANS FOR -MARKETING AND DEVELOPMENT PLANS, PRICE AND COST DATA, PRICE AND FEE AMOUNTS, -FINANCIAL MODELS, BUSINESS CASES, MARKETING TECHNIQUES AND METHODS OF OBTAINING -BUSINESS, FORECASTS AND FORECAST ASSUMPTIONS AND VOLUMES, AND FUTURE PLANS AND -POTENTIAL STRATEGIES WHICH HAVE BEEN DISCUSSED OR ARE BEING DISCUSSED. - - - AGREEMENT - -The Parties agree as follows: - -1. Information: As used herein the term "Information" includes any and -all technology, information, knowledge or data whether oral, written, in a -physical form or otherwise, which is disclosed for the purpose set forth above -and which is identified by the Disclosing Party at the time of disclosure as -being proprietary and/or confidential. "Data" includes notes, designs, -drawings, documentation, flow charts, writings, specifications, memoranda, -computer software and other similar data. To be covered hereunder, Information -disclosed in writing must be marked "proprietary", "confidential", or by words -of similar import. Information disclosed orally or visually and identified at -the time as proprietary or confidential shall be covered hereunder if it is -reduced to writing, marked as provided herein, and transmitted to Receiving -Party within thirty (30) days after disclosure. - -2. The Receiving Party agrees: - - a. that with respect to Information, a confidential relationship is -established between the Parties, and that Receiving Party shall use Information -only for the purpose set forth above; - -b. to treat Information as confidential and to exercise no less care in its -protection than Receiving Party uses in protecting its proprietary and -confidential Information, or if Receiving Party has established no such standard -of care, then Receiving Party shall exercise such care as the Disclosing Party -observes to protect Information; - - - -c. to restrict dissemination of Information within its organization to -employees having a need to know in connection with the purpose of the disclosure -set forth above, and to ensure that such employees are informed of the -proprietary and confidential nature thereof and that they agree to and observe -the requirements of confidentiality set forth herein; - - d. not to disclose Information to any other party without the written -authorization of Disclosing Party; - - e. not to duplicate Information without the express written permission -of Disclosing Party; - - f. to return or destroy Information which is in written or physical -form, together with any and all copies, negatives, or reproductions or -derivative works in any media, promptly upon request of Disclosing Party or upon -termination or completion of the Agreement. - -3. Disclosing Party acknowledges that the Agreement does not apply to -Information which: - - a. is at the time of its disclosure publicly known through no wrongful -act of Receiving Party; - b. is known to Receiving Party at the time of disclosure; - c. is independently developed by Receiving Party without use of -Information; - d. is rightfully received by Receiving Party from a third party without -breach of the Agreement; - e. is furnished to a third party by Disclosing Party without similar -restrictions on the third party; - f. is approved for disclosure by the written authorization of -Disclosing Party; or - g. is disclosed as required by judicial action after all reasonable -legal recourse to maintain the confidentiality of Information has been -exhausted. - -4. Subject to Article 3 hereof, each Party receiving Information under the -Agreement shall hold Information in confidence in accordance with the terms of -the Agreement for a period of two (2) years from the date of receipt thereof. - -5. Because of the trade secret subject matter of Entera's business, -Disclosee agrees that it will not solicit the services of any of the employees -of Entera during the term of this Agreement and for ninety (90) days thereafter. - -6. This Agreement is effective until terminated in accordance with this -Article. Either Party, upon two (2) days notice in writing to the other Party, -may terminate the Agreement with respect to disclosures made thereafter. The -rights and obligations of the Parties hereunder in respect of Information -received under and subject to the Agreement shall survive such termination. - -7. No license, express or implied, in Information is granted to the -Receiving Party other than to use Information in the manner and to the extent -authorized by the Agreement. - -8. No Information submitted and/or exchanged by the Parties shall constitute -any representation, warranty, assurance, guarantee or inducement by either party -to the other with respect to infringement of trademarks, patents, copyrights or -any right of privacy, or any rights of third persons. - -9. Each Party acknowledges that the unauthorized disclosure or use by the -Receiving Party of the Disclosing Party's proprietary and confidential -Information will cause irreparable harm and significant injury, the degree of -which may be difficult to ascertain. Accordingly, each Party agrees that the -Disclosing Party will have the right to obtain an immediate injunction enjoining -any breach of this Agreement, as well as the right to pursue any and all other -rights and remedies available at law or in equity for such a breach. - -10. The Agreement constitutes the entire agreement between the Parties with -respect to the subject matter hereof and may be modified or amended only by a -written document duly executed by authorized representatives of Entera and - . - - -IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a -sealed instrument, subject to and governed by the laws of the state of -California this nd day of , 2000. - - ENTERA, INC. " " - -By: By: - -Name: Name: - -Title: Title: \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1102301_0001094328-04-000141_freesarex23052004.txt b/contract-nli/contract nli in txt/1102301_0001094328-04-000141_freesarex23052004.txt deleted file mode 100644 index 7495218c6dc082f5fa28c5266f27c14e2148ab72..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1102301_0001094328-04-000141_freesarex23052004.txt +++ /dev/null @@ -1,184 +0,0 @@ -EX-2.3 - - NON-COMPETITION AND NON-DISCLOSURE AGREEMENT - - NON -COMPETITION AND NON-DISCLOSURE AGREEMENT - - AGREEMENT (this "Agreement"), dated as of May 4, 2004, by and -between FREESTAR TECHNOLOGY CORPORATION, a Nevada corporation having -offices at Calle Fantino Falco, J.A. Baez Building, 2nd Floor, Santo -Domingo, Dominican Republic (the "Buyer"), and UNICOMP, INC., a -Colorado corporation having offices at 6478 Putnam Ford Road, Suite -208, Woodstock, Georgia 30189 (the "Stockholder"); - - WITNESSETH: - - WHEREAS, on the date hereof, pursuant to that certain Asset -Purchase Agreement of even date herewith (the "Purchase Agreement"), -by and among the Buyer, UniPay, Inc. (the "Seller") and the -Stockholder, the Buyer is acquiring all of the assets and properties -of the Seller used to provide or act as an electronic gateway between -sellers of goods and services and processors of payments for such -goods and services made via credit cards and debit cards, presently -located at Seller's facility in Murphy, North Carolina (the -"Business"), as a going concern; - - WHEREAS, the Stockholder has heretofore been the sole -stockholder of the Seller, and as such, will derive substantial -benefit from the transactions contemplated by the Purchase Agreement; - - WHEREAS, by reason of its ownership and management of the -Seller, the Stockholder has detailed knowledge and possesses -confidential information concerning the Business; - - WHEREAS, in order to induce the Buyer to consummate the -transactions contemplated by the Purchase Agreement, the Stockholder -has agreed, and the Buyer has required the Stockholder, to enter into -this Agreement; - - NOW, THEREFORE, in consideration of the premises and the mutual -covenants and agreements contained herein and in the Purchase -Agreement, the parties hereby agree as follows: - - 10. Restrictive Covenants. - - (a) The Stockholder hereby acknowledges and agrees that: -(i) the business contacts, customers, suppliers, technology, know- -how, trade secrets, marketing techniques, operating methods and other -aspects of the Business have been of value to the Seller, and have -provided the Seller (and will hereafter provide the Buyer) with -substantial competitive advantage in the operation of the Business, -and (ii) by virtue of its ownership and management of the Seller as -its sole stockholder, the Stockholder has detailed knowledge of and -possesses confidential information concerning the Business. - - (b) The Stockholder hereby agrees, for the benefit of the -Buyer and its subsidiaries, that it shall not, directly or -indirectly, for itself or through or on behalf of any of its -subsidiaries or affiliates, or any other person or entity, in each -case relating only to the Business: - - (i) at any time from and after the date hereof, -except to the extent required by law or in connection with any legal -proceeding of which the Stockholder has theretofore given written -notice to the Buyer, divulge, transmit or otherwise disclose or cause -to be divulged, transmitted or otherwise disclosed, any business -contacts, client or customer lists, technology, know-how, trade -secrets, marketing techniques, contracts or other confidential or -proprietary information of the Seller or the Buyer of whatever -nature, whether existing on or prior to the date hereof or arising -from and after the date hereof (provided, however, that for purposes -hereof, information shall not be considered to be confidential or -proprietary if (A) it is a matter of common knowledge or public -record, (B) it is generally known in the industry, or (C) the -Stockholder can demonstrate that such information was already known -to the recipient thereof other than by reason of any breach of any -obligation under this Agreement or any other confidentiality or non- -disclosure agreement known to the Stockholder); and/or - - (ii) at any time from the date hereof through and -including the second (2nd) anniversary of the date hereof (the -"Restrictive Period"), solicit, seek to hire, employ or retain -(directly or indirectly, whether as an employee, consultant or -otherwise) any person employed or retained by the Buyer at such time -or within one (1) year prior to such solicitation, hiring, employment -or retention, or otherwise materially and adversely interfere with -the relationship between the Buyer and any such person, without the -prior written consent of the Buyer in each instance; and/or - - (iii) at any time during the Restrictive Period, -solicit, canvass or approach or endeavor to solicit, canvass or -approach any person or entity which the Stockholder knows (or should -have known) was provided with products or services of the Business by -the Seller or the Stockholder at any time, for the purpose of -offering services or products which compete with or are functionally -similar to the services or products of the Business supplied by the -Seller or the Stockholder. - - 2. Remedies. The Stockholder and the Buyer hereby acknowledge -and agree that any breach by the Stockholder, directly or indirectly, -of the foregoing restrictive covenants will cause the Buyer and/or -its affiliates irreparable injury for which there is no adequate -remedy at law. Accordingly, the Stockholder expressly agrees that, -in the event of any such breach or any threatened breach hereunder by -the Stockholder, directly or indirectly, the Buyer and its -subsidiaries shall be entitled, in addition to any and all other -remedies available, to seek and obtain injunctive and/or other -equitable relief to require specific performance of or prevent, -restrain and/or enjoin a breach under the provisions of this Agreement. - - 3. Expenses. In the event of any dispute under or arising out -of this Agreement, the prevailing party in such dispute shall be -entitled to recover from the non-prevailing party or parties, in -addition to any damages and/or other relief that may be awarded, its -reasonable costs and expenses (including reasonable attorneys' fees) -incurred in connection with prosecuting or defending the subject dispute. - - 4. Benefits and Obligations. This Agreement shall be binding -upon and inure to the benefit of and shall be enforceable by the -Buyer and its subsidiaries, successors and assigns, and the -Stockholder and its subsidiaries, successors and assigns; provided, -however, that the obligations of the Stockholder contained herein may -not be delegated or assigned. - - 5. Governing Law; Jurisdiction. This Agreement shall be -governed by and construed in accordance with the laws of the State of -New York. The parties agree to the exclusive jurisdiction and venue -of Florida and Georgia state and federal courts with respect to any -action between the parties relating to this Agreement. - - 6. Severability. It is acknowledged, understood and agreed -that the restrictions contained in this Agreement (a) are made for -good, valuable and adequate consideration received and to be received -by the Stockholder, and (b) are reasonable and necessary, in terms of -the time, geographic scope and nature of the restrictions, for the -protection of the Buyer and the good will thereof. It is intended -that said provisions be fully severable, and in the event that any of -the foregoing restrictions, or any portion of the foregoing -restrictions, shall be deemed contrary to law, invalid or -unenforceable in any respect by any court or other tribunal of -competent jurisdiction, then such restrictions shall be deemed to be -amended, modified and reduced in scope and effect, only to that -extent necessary to render same valid and enforceable, and any other -of the foregoing restrictions shall be unaffected and shall remain in -full force and effect. - - 7. Waiver, Amendment or Modification. Neither this Agreement -nor any of the terms and conditions hereof may be waived, amended or -modified except by means of a written instrument duly executed by the -party to be charged therewith. No waiver of any provision, -performance or default hereunder in any instance shall be construed -as a continuing waiver of such provision, performance or default, or -a waiver of any other provision, performance or default, or of any -future performance or default. - - 8. Notices. Any notice, request, demand or other -communication required or permitted under this Agreement shall be in -writing and shall be deemed to have been given when delivered -personally, one (1) day after being sent by recognized overnight -courier service, or three (3) business days after being mailed by -certified mail, return receipt requested, addressed to a party at the -address of such party first set forth above, or at such other address -as such party may hereafter have designated by notice. - - 9. Counterparts. This Agreement may be executed in any number -of counterparts, each of which shall be deemed an original, but all -of which shall together constitute one and the same instrument. - - IN WITNESS WHEREOF, the parties hereto have executed this -Agreement as of the date first set forth above. - -FREESTAR TECHNOLOGY CORPORATION - - -By: /s/ Paul Egan -Paul Egan -President & Chief Executive Officer - - -UNICOMP, INC. - - -By: /s/ Stephen A. Hafer -Stephen A. Hafer -Chief Executive Officer \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1103062_0001017951-00-000016_document_13.txt b/contract-nli/contract nli in txt/1103062_0001017951-00-000016_document_13.txt deleted file mode 100644 index 77673d9d202596eff7a898d5dbe8246331bfaebb..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1103062_0001017951-00-000016_document_13.txt +++ /dev/null @@ -1,212 +0,0 @@ - - Attachment 1 - - MUTUAL NON-DISCLOSURE AGREEMENT - -NetVoice Technologies, Inc., with offices located at 13747 Montfort -Dr.,Ste. 101, Dallas, Texas 75240, for itself and its affiliated -companies ("Company"), and Unlimited Tech, Inc. with offices at 12790 -Merit Dr., Park Central IX, Ste. 600, Dallas, Texas, 75251, for itself -and its affiliated companies ("Broker"), in consideration of the mutual -covenants of this Agreement, hereby agree as follows: - - 1. In connection with ongoing discussions between Broker and -Company concerning possible transactions (the "Transactions"), each party -to this Agreement may wish to disclose certain proprietary and -confidential information to the other party on a confidential basis. -Such proprietary or confidential information ("Information") includes any -and all technical and non-technical information, including without -limitation, information concerning financial, accounting or marketing -reports, business plans, analysis, forecasts, predictors, intellectual -property, trade secrets and know-how disclosed in connection with the -Transactions. "Information" may take the form of documentation, -drawings, specifications, software, technical or engineering data and -other forms, and may be communicated orally, in writing, by electronic or -magnetic media, by visual observation and by other means. "Information" -includes any reports, analysis, studies or other material, whether -prepared by the receiving party or otherwise, that contains or are based -upon proprietary or confidential information covered by this Agreement. - - 2. "Representatives" means the controlled affiliates of either -party, and the respective directors, officers, employees, attorneys, s -and other agents and advisors of either party or of the controlled -affiliates of either party. Each party shall be responsible for any -breach of this Agreement by its respective Representatives and shall take -all reasonably necessary measures to restrain its Representatives from -unauthorized disclosure or use of information. - - 3. All information which is disclosed by one party to the other in -connection with discussions relating to the Transactions, whether before -or after the date of execution of this Agreement, shall automatically be -deemed proprietary or confidential and subject to this Agreement unless -otherwise confirmed in writing by the disclosing party. In addition, the -existence and terms of this Agreement, and the fact and substance of -Company's discussions and correspondence with Broker relating to the -Transactions, including the identification of either party by name or -identifiable in connection with the parties' participation in such -process, shall be deemed information of both parties and shall not be -disclosed by either party without the consent of the other party. - - 4. With respect to information disclosed under this Agreement, the -party to whom the information is disclosed and its Representatives shall: - a. hold the information in confidence, exercising a - degree of care not less than the care used by such - party to protect its own proprietary or confidential - information that it does not wish to disclose, and in - no event less than a reasonable degree of care; - b. restrict disclosure of the information solely to - those Representatives with a need to know and not - disclose it to any other person; - c. advise those Representatives of their obligations - with respect to the information; and - d. use the information only in connection with - continuing discussions by the parties concerning the - Transactions, except as may otherwise be mutually - agreed upon in writing, and shall reproduce such - information only to the extent necessary for such purpose. - - 9 - - - - 5. Information shall be deemed the property of the disclosing -Party and, within ten (10) business days upon written request from the -disclosing party, the other party will return all such information -received in tangible form to the disclosing party or will destroy all -such information. - - 6. The party to whom information is disclosed shall have no -obligation to preserve the proprietary or confidential nature of any -information which: - - a. was previously known to such party free of any - obligation to keep it confidential; or - - b. is or becomes publicly available by means other than - unauthorized disclosure; or - - c. is developed by or on behalf of such party - independent of any information furnished under this - Agreement; or - - d. is received from a third party whose disclosures does - not violate any confidentiality obligation. - - 7. Neither this Agreement, nor the disclosure of Information under -this Agreement, nor the ongoing discussions and correspondence by the -parties concerning the Transactions or any other matter, shall constitute -or imply any promise or intention to make any purchase or use of -products, facilities or services by either party or its affiliated -companies or any commitment by either party or its affiliated companies -with respect to any other present or future transaction. If, in the -future, the parties elect to enter into binding commitments relating to -the Transactions or any transaction, such commitments will be explicitly -stated in a separate written agreement executed by both parties, and the -parties hereby affirm that they do not intend their discussions, -correspondence, and other activities to be construed as forming a -contract relating to the Transactions or any other transaction without -execution of such separate written agreement. - - 8. Each party retains the right, in its sole discretion, to -determine whether to disclose its information to the other party, and -disclosure of information of any nature shall not obligate the disclosing -party to disclose any further information. - - 9. Each party (a) acknowledges that neither makes any -representatives or warranty (express or implied) as to the accuracy or -completeness of any information, and (b) agrees to assume full -responsibility for all conclusions it may derive from the information. -Each party hereby expressly disclaims any and all liability that may be -based, in whole or in part, on any information, errors therein or -omissions therefrom. - - 10. In the event that the receiving party or its employees or -Representatives (a) need (for securities law purposes) to make -disclosures of information or (b) are required by law, regulations, or -government agency or court orders, interrogatories, requests for -information or documents, subpoenas, or civil investigative demands to -disclose any information, in the case of (a) the receiving party shall -provide the disclosing party with prompt written notice so that the -disclosing party can work with the receiving party to limit the -disclosure to the greatest extent possible consistent with legal -obligations (it being understood that disclosure of the name of the other -party will never be made without that party's prior written consent); or -in he case of (b) the receiving party shall use its reasonable efforts to -minimize such disclosure and obtain an assurance that the recipient shall -accord confidential treatment to the information, and shall notify the -disclosing party contemporaneously of such disclosure. - - 10 - - - - 11. Nothing contained in this Agreement shall be construed as -granting or conferring any rights by license or otherwise in any -information disclosed, or under any trademark, patent, copyright, mask -work or nay other intellectual property right of either party. None of -the information which may be disclosed or exchanged by the parties shall -constitute any representation, warranty, assurance, guarantee or -inducement by either party to the other of any kind, and, in particular, -with respect to the non-infringement of trademarks, patents, copyrights, -mask works or any other intellectual property right. - - 12. Each party agrees that it will not, without the prior written -consent of the other, transmit, directly or indirectly, the information -received from the other hereunder or any portion thereof to any country -outside of the United States. - - 13. This Agreement shall benefit and be binding upon the parties -hereto and their respective successors and assigns. - - 14. This Agreement shall be governed by and construed in accordance -with the local laws of the State of Texas without regard to conflict of -law principles. - - 15. This Agreement shall become effective as of the date of which -it is first executed below ("Effective Date"), provided that this -Agreement shall cover all information disclosed by one party to the other -whether before or after the Effective Date. Disclosures of information -under this Agreement may take place for a period (the "Information -Disclosure Period") of two (2) years after the Effective Date. The -obligations of the parties contained in Paragraphs 5, 10 and 12 shall -survive and continue beyond the expiration of the Information Disclosure -Period by a further period of two (2) years. - - 16. Each party agrees that the disclosing party wold be irreparably -injured by a breach of this Agreement by the receiving party or its -Representatives and that the disclosing party shall be entitled to -equitable relief, including injunctive relief and specific performance, -in the event of any breach of the provisions of this Agreement. Such -remedies shall not be deemed to be exclusive remedies for a breach of -this Agreement, but shall be addition to all other remedies available at -law or in equity. - - 17. This Agreement (a) constitutes the entire understanding between -the parties with respect to information provided in connection with the -Transactions, (b) supersedes all prior agreements between the parties -with respect to information provided in connection with discussions -relating to the Transactions and (c) shall bind each party with respect -to all information received by it prior to the expiration of the -Information Disclosure Period. No amendments or modification of this -Agreement shall be valid or binding on the parties unless made in writing -and executed on behalf of each party by its duly authorized representative. - - IN WITNESS WHEREOF, each party has caused this Agreement to be -executed on its behalf as of the Effective Date. - - -NetVoice Technologies, Inc. Unlimited Tech, Inc. - -By: /s/ BILL BEDRI By: /s/ JACK PILON - -------------------------- ----------------------------- - -Print Name: Bill Bedri Print Name: Jack Pilon - ------------------ --------------------- - -Title: President & CFO Title: President - ----------------------- -------------------------- - -Date: 9/18/98 Date: 9-18-98 - ------------------------- --------------------------- - - 11 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1104332_0000950144-00-008876_ex10-26.txt b/contract-nli/contract nli in txt/1104332_0000950144-00-008876_ex10-26.txt deleted file mode 100644 index b6016705d439cc3b24f3e439bb0df08fc437213e..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1104332_0000950144-00-008876_ex10-26.txt +++ /dev/null @@ -1,153 +0,0 @@ - 1 - NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT - - - This Non-Circumvention and Non-Disclosure Agreement (hereinafter -referred to as the "Agreement" is made this 6th of February, 1999 by and between -High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the -parties hereto may be referred to hereinafter as the "Parties", shall include -both disclosing party and informed party without prejudice. - - Whereas, the Parties wish to associate themselves for the purpose of -working together for their individual and common benefit. - - Now, therefore, in consideration of the representations, agreements, -promises and covenants contained herein and other good and valuable -consideration, the receipt and sufficiency of which is hereby acknowledged, the -Parties agree as follows: - - 1. The Parties agree to abide by the following rules of -non-circumvention and non-disclosure for a period of Two years from the -effective date hereof. Such covenant and agreement shall survive termination of -this Agreement for any reason whatsoever. - -a) Each Party, for itself and its associates as defined below, represents -and warrants that it shall not conduct business with any sources or contacts, or -said source's or contact's associates as defined below, that are originally made -known and/or available by another Party hereto, at any time or in any manner, -without the express written permission (not to be unreasonably withheld) of the -Party who made the source(s) known and/or available. - -b) For purposes of this Agreement, the term "associates" or "contacts" -shall be defined as: in the case of a business entity its officers, directors, -affiliates, subsidiaries, associated entities, and any other business entity in -which the business entity owns five percent (5%) or more of the outstanding -equity interest. - -c) The Parties will maintain complete confidentiality regarding this -Agreement and all transactions occurring thereunder, each other's business, -business sources and affiliates and each other's propriety knowledge and -know-how, and will disclose such information only pursuant to the express -written permission of the party who made such information available save where -such information deemed to be in the public domain or under the order of a -competent Court or Government Agency. - -d) This Agreement and each additional agreement concluded or written or -verbal disclosure made between the Parties, shall be kept confidential and is -not to be reproduced, communicated or distributed in any manner whatsoever -except on a "need to know" basis to persons directly involved with the closing -of any transaction contemplated between the Parties, or legal counsel of a -Party. - -e) It is understood and agreed that by reason of this "Agreement" the -"Parties" that are involved during the course of business transactions may learn -from one another, or from the - - 2 - -principals the names, addresses, telephone numbers of lenders, agents, brokers, -clients or others hereafter referred to as "Contracts" and or "Associates". - -f) It is understood and agreed that the "Contracts" of each party hereto -are and shall be recognized as exclusive and valuable "Contracts" and that the -parties will not directly or indirectly negotiate or participate in any -transaction circumventing the party who first provided the "Contract". - - 2. The Agreement is valid and effective for all purposes, -business, communications, negotiations, disclosures and transactions of whatever -nature between the Parties for a period of two (2) years from the effective date -hereof. - - 3. Each Party represents, warrants and covenants that all -information furnished by said party, or to be furnished by said Party, or to any -other Party or Parties hereto is, or will be, true, complete, correct and -accurate to best of said Party's knowledge, ability and belief. - - 4. In the event of circumvention by the "Parties" involved in -this transaction, either directly or indirectly, it is agreed and guaranteed -that a monetary penalty will be paid by the person or persons engaged in or -circumvention. This payment will additionally include all reasonable legal -expenses incurred by the aggrieved party. - - 5. This Agreement contains the entire and complete understanding -existing between the Parties of the date of its execution regarding the subject -matters contained herein, and all former representations, promises or covenants, -whether written or verbal, are null and void. - - 6. This Agreement may be modified only by written agreement duly -executed by all Parties hereto. - - 7. This Agreement shall be binding upon, and inure to the benefit -of the heirs, legal representatives, successors, designees, and/or assigns of -the Parties. The executor, administrator, or personal representative of a -deceased party shall execute and deliver any document(s) or legal instrument(s) -necessary or desirable to carry out the provisions hereof. - - 8. Any written notice required or allowed to be given hereunder -shall be deemed to have been duly and properly given and delivered (a) as of the -date actually hand delivered to the Party to be charged with receipt. - - 9. Any copy of this Agreement, or any other documents executed -and/or signed by any of the Parties hereto, and sent to another Party hereto by -facsimile transmission carries the full force and effect as if it were the hand -delivered original. - - 10. This Agreement was negotiated and prepared jointly by all -Parties hereto, and each Party acknowledges that they have had ample opportunity -to consult legal, financial and other counsel - - 2 - 3 - -concerning all aspects, terms and condition of this Agreement. This Agreement -may be executed in multiple counterpart copies, each of which shall be deemed a -duplicate original. - - 11. No party shall be considered or adjudged to be in violation of -this Agreement when the violation is due to situations beyond the said party's -control, such as acts of God, civil disturbances, theft, or said Party's -connections having prior knowledge or possession of privileged information, -contacts, or contacts without the disclosure, intervention or assistance of said -party or aid Parties associates as defined herein. Essentially, the spirit -behind this Agreement is one of mutual trust, confidence and reliance upon each -party to do what is fair and equitable. - - 12. This Agreement is a full recourse agreement concluded under -the laws of Pennsylvania and said forum shall be applicable law covering the -construction, interpretation, execution, validity, enforceability, performance, -and any other such matters in respect to this Agreement, including any breach or -claim of breach hereof. - - 13. This Agreement shall be governed by law and construed to be in -accordance with the laws of the State of Pennsylvania applicable to contracts -made and to be performed solely in such State by parties thereof. Any dispute -arising out of this Agreement shall be adjudicated in arbitration under the -rules of the American Arbitration Association. The prevailing party in any -dispute shall be reimbursed reasonable attorneys fees. - - IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" -ON THE DATES SET FORTH BELOW. - - Agreed, executed and acknowledged on 2/9/99, 1999 - - -/s/ Michael M. Cimino -------------------------------------------- -Mike Cimino for High Speed Net Solutions - - -/s/ Richard Seifert 02/08/99 -------------------------------------------- -Richard Seifert for R J Seifert Enterprises - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1105503_0000950123-00-006736_ex10-14.txt b/contract-nli/contract nli in txt/1105503_0000950123-00-006736_ex10-14.txt deleted file mode 100644 index 5edc474717e18cc07afa50b005f1a1eee4294d2c..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1105503_0000950123-00-006736_ex10-14.txt +++ /dev/null @@ -1,134 +0,0 @@ - - APPENDIX "C" - - NON-DISCLOSURE AGREEMENT - - This Agreement is made and entered into by and between -NATIONAL NETWORK TECHNOLOGIES, LLC, a Delaware limited liability company, and -its affiliates (collectively "NNT"), and LEVEL 3 COMMUNICATIONS, LLC a Delaware -limited liability company, and its affiliates (collectively "LEVEL 3") (each -being a "party" or collective "parties"). - -1. DISCLOSURE. The parties intend to engage in discussions concerning a -potential business relationship (the "Proposed Relationship"). In connection -therewith, Level 3 and NNT may disclose to each other technical, financial -and/or other information, material, or data which is written, oral or in any -other form, electronic or otherwise (collectively "Data") which is considered -confidential and proprietary. - -2. CONFIDENTIAL DATA. "Confidential Data" means (a) any Data disclosed by or on -behalf of a party ("disclosing party") to the other party ("receiving party"), -including, without limitation, (i) any materials, trade secrets, know-how, -formulas, processes, algorithms, ideas, strategies, inventions, data, network -configurations, system architecture, designs, flow charts, drawings, proprietary -information, business and marketing plans, financial and operational -information, and all other non-public information, material or data relating to -the current and/or future business and operations of the disclosing party, and -(ii) any information, material or data provided by third party vendors of the -disclosing party; and (b) any analyses, compilations, studies, summaries, -extracts or other documentation prepared by the receiving party based on the -Data disclosed by the disclosing party. - -3. PUBLIC DATA. Notwithstanding any other provision of this Agreement, Data -shall not be, or shall cease to be, Confidential Data hereunder: (a) if such -Data is known to the receiving party prior to disclosure thereof by the -disclosing party; (b) after such Data is published or becomes available to -others, without restriction and without breach of this Agreement by the -receiving party; (c) after such Data becomes available to the receiving party -from others having no obligation to hold such Data in confidence; or (d) if such -Data is developed by the receiving party independently of any disclosure of such -Data by the disclosing party. - -4. NON-DISCLOSURE OBLIGATION. Unless otherwise agreed to in writing by the -disclosing party, the receiving party agrees (a) not to disclose the -Confidential Data; (b) use the same degree of care and diligence to protect such -Confidential Data from disclosure to others as such party employs or should -reasonably employ to so protect its own information of like importance (but in -no event less than reasonable care); and (c) not to reproduce or copy the -Confidential Data, in whole or in part, except as necessary for the evaluation -or conduct of the Proposed Relationship. Notwithstanding the foregoing, the -receiving party may disclose the Confidential Data, to such of the receiving -party's consultants, agents and affiliates (collectively "receiving party -representative") which the receiving party reasonably and in good faith believes -should be - 77 -involved in the evaluation or performance of the Proposed Relationship, provided -such receiving party representative is informed of this Agreement and agrees to -be bound by the terms hereof, and the receiving party uses best efforts to cause -the receiving party representative to observe the terms of this Agreement. The -receiving party agrees that a breach of this Agreement by a receiving party -representative shall constitute a breach by the receiving party. In the event -that the receiving party is required by applicable law, rule, regulation or -lawful order or ruling of any court, government agency or regulatory commission -to disclose any Confidential Data, the receiving party agrees that it will -provide the disclosing party with prompt notice of such request(s) to enable the -disclosing party to seek an appropriate protective order or to take steps to -protect the confidentiality of such Confidential Data. - -5. NO ADDITIONAL RIGHTS. The receiving party shall not have any rights or -obligations respecting the Confidential Data other than those specifically set -forth in this Agreement. Without limiting the generality of any other provision -of this Agreement: (a) no license is hereby or otherwise granted, directly or -indirectly, under any patent, copyright or other proprietary right of the -disclosing party or its third party vendors; and (b) neither party shall be -obligated to disclose Data to the other party or to enter into any further -agreements relating to the Proposed Relationship or Data. A party may terminate -discussions regarding the Proposed Relationship at any time. The receiving party -shall, upon written request of the disclosing party, return to the disclosing -party all Confidential Data, including all copies thereof, disclosed hereunder. -The receiving party's obligations under this Agreement respecting the -Confidential Data shall survive termination of said discussions. - -6. INJUNCTIVE RELIEF. Both parties acknowledge and agree that the disclosing -party and/or its third party vendors (as the case may be) own all rights, title -and interest in the Confidential Data. Both parties further acknowledge and -agree that the unauthorized disclosure of the Confidential Data will cause -irreparable harm to the disclosing party. As a result of the unique nature of -the Confidential Data, in addition to all other remedies available, the -disclosing party shall be entitled to seek injunctive and other extraordinary -relief in a court of competent jurisdiction in order to enforce the receiving -party's obligations hereunder. - -7. OTHER PROVISIONS. The parties further agree that: (a) this Agreement shall be -governed by the laws of the State of Nebraska; (b) this Agreement sets forth the -entire agreement and understanding between the parties with respect to the -subject matter hereof, and none of the terms of this Agreement may be amended or -modified except by a written instrument signed by both parties; (c) a party may -waive any rights under this Agreement only by written waiver duly signed by such -party, and no failure to exercise or delay in exercising a right under this -Agreement shall constitute a waiver of such right; (d) this Agreement shall -inure only to the benefit of the parties hereto, and the rights and obligations -of each party under this Agreement may not be assigned or delegated without the -consent of the other party; (e) no provision of this Agreement shall affect, -limit or restrict either party's right to engage in any business in any place -and at any time, whatsoever, provided the receiving party does not disclose the -Confidential Data in violation of this Agreement; (f) each party agrees not to -advertise, or otherwise make known to others, any - 78 -information regarding this Agreement or the Proposed Relationship except as may -be required by law; (g) neither party makes any representations or warranties as -to the accuracy or completeness of any Data disclosed hereunder; (h) the -invalidity or unenforceability of any provision of this Agreement shall not -affect the validity or enforceability of any other provision of this Agreement; -(i) all notices under this Agreement must be in writing and shall be deemed to -have been delivered to and received by a party, and will otherwise become -effective, on the date of actual delivery thereof (by personal delivery, express -delivery service or certified mail) to the Notice Address of such party set -forth below; (j) this Agreement may be executed in counterparts; and (k) this -Agreement is dated for all reference purposes October 14, 1998. - - - -LEVEL 3 COMMUNICATIONS, LLC NATIONAL NETWORK -("LEVEL 3") TECHNOLOGIES, LLC ("NNT") - - -By: _______________________________ By: ______________________________ -Name: _____________________________ Name: ____________________________ - -Notice Address: Notice Address: - - 3555 Farnam Street 26 Broadway - Suite 200 Suite 400 - Omaha, Nebraska 68131 New York, New York 10005 - Attn: General Counsel Attn: Larry Lundy diff --git a/contract-nli/contract nli in txt/1108244_0001012870-00-001650_document_32.txt b/contract-nli/contract nli in txt/1108244_0001012870-00-001650_document_32.txt deleted file mode 100644 index 364e4b9e48217f454a0b5354ce3876d81eab0a40..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1108244_0001012870-00-001650_document_32.txt +++ /dev/null @@ -1,78 +0,0 @@ - - - MUTUAL NON-DISCLOSURE AGREEMENT - -1. "Confidential Information" is that confidential, proprietary, and trade - secret information being disclosed by the disclosing party pursuant to this - Agreement. - -2. Except as set forth in this Section 2, all Confidential Information shall - be in tangible form and shall be marked as Confidential or proprietary - information of the disclosing party. If the Confidential Information is - disclosed orally or visually, it shall be identified as such at the time of - disclosure and confirmed in a writing to the recipient within thirty (30) - days of such disclosure. - -3. Each of the parties agrees that it will not make use of, disseminate, or in - any way disclose any Confidential Information of the other party to any - person, firm or business, except to the extent necessary for negotiations, - discussions, and consultations with personnel or authorized representatives - of the other party and any purpose the other party may hereafter authorize - in writing. Each of the parties agrees that it shall disclose Confidential - Information of the other party only to those of its employees, consultants, - advisors and investors who need to know such information and who have - previously agreed, either as a condition to employment or in order to - obtain the Confidential Information, to be bound by terms and conditions - substantially similar to those of this Agreement. - -4. There shall be no liability for disclosure or use of Confidential - Information which is (a) in the public domain through no fault of the - receiving party (b) rightfully received from a third party without any - obligation of confidentiality, (c) rightfully known to the receiving party - without any limitation on use or disclosure prior to its receipt from the - disclosing party, (d) independently developed by the receiving party - without use of any Confidential Information and by persons who have not had - access to any Confidential Information (e) generally made available to - third parties without any restriction on disclosure, or (f) communicated in - response to a valid order by a court or other governmental body, as - otherwise required by law, or as necessary to establish the rights of - either party under this Agreement (provided that the party so disclosing - has provided the other party with a reasonable opportunity to seek - protective legal treatment for such Confidential Information). - -5. Each of the parties agrees that it shall treat all Confidential Information - of the other party with the same degree of care as it accords to its own - Confidential Information, and each of the parties represents that it - exercises reasonable care to protect its own Confidential Information. - -6. Each of the parties agrees that it will not modify, reverse engineer, - decompile, create other works from, or disassemble any software programs - contained in the Confidential Information of the other party unless - otherwise specified in writing by the disclosing party. - -* Confidential portions have been omitted from this public filing and have been -filed separately with the Securities Exchange Commission. - - -7. All materials (including, without limitation, documents, drawings, models, - apparatus, sketches, designs and lists) furnished to one party by the - other, and which are designated in writing to be the property of such - party, shall remain the property of such party and shall be returned to it - promptly at its request, together with any copies thereof. - -8. This Agreement shall govern all communications between the parties that are - made during the period from the effective date of this Agreement to the - date on which either party receives from the other written notice that - subsequent communications shall not be so governed, provided, however, that - each party's obligations under Sections 2 and 3 with respect to - Confidential Information of the other party which it has previously - received shall continue unless and until such Confidential Information - falls within Section 4. Neither party shall communicate any information to - the other in violation of the proprietary rights of any third party. - Neither party acquires any licenses under any intellectual property rights - of the other party under this Agreement. - -* Confidential portions have been omitted from this public filing and have been -filed separately with the Securities Exchange Commission. - - ii \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1108906_0000889812-00-001212_document_45.txt b/contract-nli/contract nli in txt/1108906_0000889812-00-001212_document_45.txt deleted file mode 100644 index f6dceeb09b8f442ac54eca838effa96e564cd1c4..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1108906_0000889812-00-001212_document_45.txt +++ /dev/null @@ -1,114 +0,0 @@ - - CONFIDENTIAL NON-DISCLOSURE AGREEMENT - - THIS AGREEMENT is made this 9 day of February, 1998 by and between -Greenfield Online, a Connecticut corporation ("GO") and Forrester Research, a -Massachusetts corporation ("Client"). - - WHEREAS, the parties hereto are currently, and in the course of their -business relationship may, from time to time continue to be, engaged in -discussions and evaluations regarding the data and software services and -products offered by GO and the products and services offered by Client (the -"Evaluation"). - - WHEREAS, in connection therewith one party may receive or come in -contact with certain Confidential Information (as defined) of the other party or -the other party's affiliates or clients; - - WHEREAS, as a condition to each of GO and Client disclosing such -Confidential Information to the other, each party hereto agrees to treat such -Confidential Information, whether furnished before, on or after the date of this -Agreement, in accordance with the terms of this Agreement. - -NOW THEREFORE, in consideration such disclosure and in further consideration of -the agreements contained herein, the parties agree as follows: - - 1. The term "Confidential Information" shall mean any information and -data of a confidential nature belonging to the disclosing party, its affiliates -and/or licensors ("Discloser"), including without limitation, proprietary, -technical, developmental, marketing, sales, operating, financial, performance, -cost, business and process information and plans, software, and computer -programming techniques which are disclosed or made available pursuant to this -Agreement in connection with the Evaluation. - - 2. Except for the software products and GO data, if any, disclosed -hereunder, Confidential Information shall not include information which (a) is -known to the party receiving the information from Discloser ("Recipient") at the -time of disclosure and is not subject to restriction; (b) is now or subsequently -becomes generally known or available to the Recipient by publication, commercial -use or otherwise through no fault of Recipient; (c) is lawfully obtained from a -third party who has the right to make such disclosure; or (d) is independently -developed by or for the Recipient without access to the Discloser's Confidential -Information. - - 3. Recipient hereby agrees that the Confidential Information will be -used by it solely for the purposes of discussions with Discloser relating to the -Evaluation and as necessary to fulfill any obligations Recipient may have to -Discloser pursuant to any agreements the parties may enter into or otherwise. -Recipient agrees not to disclose the Confidential Information of the other -party, in any form, to any third party except as contemplated herein. Recipient -agrees to maintain the confidential nature of the Confidential Information; -provided however, that any such Confidential Information may be disclosed to its -employees who need access to such - - - -information for such purposes and are made aware of and agree to be bound by the -confidentiality obligations contained herein. - - 4. Upon termination of the Evaluation of the parties' relationship with -respect thereto, and upon Discloser's request, Recipient shall return to -Discloser all materials reflecting or containing any of Discloser's Confidential -Information and shall not retain any copies, extracts or other reproductions in -whole or in part of any of the foregoing. - - 5. Each party acknowledges that unauthorized disclosure or use of the -other party's Confidential Information may cause irreparable harm to such other -party. Each party agrees that money damages may not be a sufficient remedy for -any breach by it of this Agreement and that the non-breaching party shall be -entitled to seek specific performance and injunctive or other equitable relief -as a remedy for any such breach. - - 6. This Agreement shall be governed by and construed in accordance with -the internal laws of the State of Connecticut, and not the law of conflicts. - - 7. The parties hereto shall not be obligated to compensate each other -for disclosure of any information under this Agreement and agree that no -warranties of any kind are given with respect to such information, as well as -any use thereof. It is understood that no patent, copyright, trademark or other -proprietary right or license is granted by this Agreement. - - 8. This Agreement shall be effective as of the first date of disclosure -of Confidential Information to Recipient. Recipient's obligations hereunder with -respect to Confidential Information shall survive the termination of the -parties' relationship. The confidentiality provisions in this Agreement shall -survive termination of this Agreement and the parties' relationship relating to -the Evaluation. - - 8, Any provision of this Agreement, which is invalid, illegal or -unenforceable, shall not affect in any way the remaining provisions of this -Agreement. - - ******************** - -IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered -into effective as of the date first written above. - - -
-GREENFIELD ONLINE, INC. CLIENT NAME - - - - John Boynton - ------------------------------------- - -By: /s/ Rudy Nadilo By: /s/ - ------------------------------------------------- --------------------------------- - -Title Pres + CEO Title VP, Business Dvlt. - ----------------------------------------------- ------------------------------ - -Date 2/9/98 Date 2/19/98 - ------------------------------------------------ ------------------------------- -
\ No newline at end of file diff --git a/contract-nli/contract nli in txt/1109551_0000912057-02-024714_a2082535zex-99_d3.txt b/contract-nli/contract nli in txt/1109551_0000912057-02-024714_a2082535zex-99_d3.txt deleted file mode 100644 index bd900dcc6a497a12e5ea904fe206c8ceabd2f036..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1109551_0000912057-02-024714_a2082535zex-99_d3.txt +++ /dev/null @@ -1,238 +0,0 @@ - - - - - - - -QuickLinks - -- Click here to rapidly navigate through this document - - - -MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT -        This Mutual Non-Disclosure and Non-Solicitation Agreement (this "Agreement"), is made as of September 17, 2001 -between EarthLink, Inc. a Delaware corporation ("EarthLink"), and PeoplePC, Inc., a Delaware corporation -("PeoplePC"). EarthLink and PeoplePC are sometimes referred to herein individually as a "Party" and -collectively as the "Parties." -        1.    Purpose.    EarthLink and PeoplePC wish to have discussions relating to a potential transaction (the "Transaction") between -EarthLink (and/or its subsidiaries and stockholders) and PeoplePC (and/or its subsidiaries and stockholders). In the course of -such discussions, each Party expects to make available to the other Party and its Representatives (as defined herein) Evaluation Material (as defined herein) concerning the businesses, financial -condition, operations, assets, properties, liabilities, and prospects of such Party. As a condition to making such information available, each Party is entering this Agreement and agrees that all -Evaluation Material received by it or its Representatives from the other Party or any of its Representatives shall be treated in accordance with this Agreement. -        2.    Certain Definitions.    As used in this Agreement: (i) the term "Receiving Party" means the Party receiving Evaluation -Material; (ii) the term "Furnishing Party" means the Party providing Evaluation Material or -causing Evaluation Material to be provided; (iii) the term "Representatives" means the directors, officers, employees, agents or advisors (including, -without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the -specified Party; and (iv) the term "Evaluation Material" means all proprietary and confidential information concerning the Furnishing Party or any of -its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the Furnishing Party or any of its Representatives to the Receiving Party or -any of its Representatives ("Primary Evaluation Material"), together, in each case, with all notes, memoranda, summaries, analyses, studies, -compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives ("Derivative Evaluation -Material"). Notwithstanding the foregoing, the term "Evaluation Material" shall not include, and the Parties' obligations herein -(other than their obligations under paragraph 6 of this Agreement) shall not extend to information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the -Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of -disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a -non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under -any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the -Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to -furnish any further Evaluation Material. -        3.    Confidentiality and Use of Evaluation Material.     - -        (a)    Confidentiality of Evaluation Material.    All Evaluation Material (i) shall be used solely for the purpose of -evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives -to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of -Evaluation Material to as small a working group as practicable. The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to -Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the confidentiality of the Evaluation Material, and shall advise such Representative that, by -accepting possession of or access to such information, such Representative - - - - - - -is agreeing to be bound by this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives. -        (b)    Compulsory Disclosure of Evaluation Material.    If the Receiving Party or its Representatives are requested or -required in any judicial, arbitral or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for -documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(e) -of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy -and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in -seeking such an order. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Furnishing Party, the Receiving Party is nontheless, in the opinion of the Receiving -Party's or (in the case of disclosure requested or required of a Representative, such Representative's) outside counsel or General Counsel, legally compelled to disclose Evaluation Material, the -Receiving Party shall disclose only that portion of the Evaluation Material which the Receiving Party is legally required to disclose and upon the Furnishing Party's request and at the Furnishing -Party's expense, shall use all requisite reasonable efforts to obtain assurances that confidential treatment will be accorded to such Evaluation Material to the extent such assurances are available. -Subject to the foregoing conditions and limitations, the Receiving Party may disclose Evaluation Material under the circumstances set forth in this paragraph (b) without liability hereunder. -        (c)    Other Public Disclosure.    Except (i) for such public disclosure as may be necessary, in the good faith -judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in -violation of any applicable law, regulation or order, or (ii) with the prior written consent of the order Party, neither Part shall: - -        (x)  make -any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of (A) the fact that discussions, negotiations or -investigations are taking or have taken place concerning a Transaction, (B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material -from the other Party, or (C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or -        (y)  make -any public statement concerning a proposed Transaction. - -        (d)    Notice    If either Party proposes to make any disclosure in reliance on clause (i) above, the -disclosing Party shall, to the extent practicable, provide the other Party with the text of the proposed disclosure as far in advance of its disclosure as is practicable and shall in good faith -consult with and consider the suggestions of the other Party concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, a Party may make such public -announcement or public statement if in the opinion of such Party's outside counsel or General Counsel, such public announcement or public statement is necessary to avoid committing a violation of law -or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing -Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement. -        (e)    Certain Securities Law Restrictions.    Each Party acknowledges that the Evaluation Material may contain -material nonpublic information concerning the Furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws - -2 - - - - - - -on persons in possession of material nonpublic information. Nothing herein shall constitute an admission by either Party that any Evaluation Material in fact contains material nonpublic information -concerning the Furnishing Party. -        (f)    Contact with Employees and Representatives.    Neither Party shall communicate with any employee of the other -Party regarding the Transaction or disclose any Evaluation Material to any employee or Representative of the other Party, other than the employees and Representatives named on the working group lists -provided by the Parties from time to time. -        (g)    General.    Notwithstanding any other provision of this Agreement, neither Party will be restricted from using -the information contained in the Evaluation Material that is retained in the minds of -Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights. - -        4.    Accuracy of Evaluation Material: No Representations or Warranties.    Each Party acknowledges and agrees -(a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives as to the accuracy or completeness of the Evaluation Material, and -(b) that the Parties shall be entitled to rely only on those representations and warranties (if any) that may be made in a definitive written agreement for the Transaction, signed and delivered -by both Parties, and then only to the extent, and subject to the limitations, provided therein. -        5.    No Solicitation.     - -        (a) -For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or -indirectly solicit for hire any person currently employed by the other Party (or any of its subsidiaries) with whom the hiring Party first has contact, or who first becomes known to the hiring Party. -In the course of the Parties' discussions and due diligence with respect to the proposed Transaction; provided, however, that the foregoing provision -shall not prevent either Party, without such consent, from employing any employee who (i) contacts the hiring Party directly at his or her own initiative without any direct or indirect -solicitation by or encouragement from the hiring Party, (ii) responds to a mass media solicitation or advertisement consistent with the hiring Party's past practices that is not directed at -employees of the other Party or (iii) is identified by a third party executive search firm or employment agency without any assistance from such Party. -        (b) -For a period one year from the date of this Agreement, neither Party shall, without the prior written consent of the other Party or the other Party's board of directors, either -directly or indirectly through any affiliate or Representative or otherwise: (i) acquire, offer to acquire, or agree to acquire, by purchase, tender offer, merger, consolidation, share exchange -or otherwise, ownership or control of any voting securities, or any direct or indirect right to acquire any voting securities, of the other Party, any subsidiary thereof, or any successor corporation -thereto; (ii) make, or in any way participate in any "solicitation" of "proxies" (as such terms are used in the rules and regulations of the Securities and Exchange Commission) to vote, or seek -to advise or influence any person or entity with respect to the voting of, any voting securities of the other Party; (iii) seek or propose to influence or control the management or policies of -the other Party; (iv) make any public announcement with respect to, or submit a proposal for, or offer of any merger, acquisition or other business combination or extraordinary transaction -involving the other Party or any of its subsidiaries or any securities or assets of the other Party or any of its subsidiaries; (v) form, join or in any way participate in a "group"( as defined -in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, or (vi) request the other Party or any of the other party's -Representatives to amend or waive any provision of this paragraph 5(b) in any manner which may reasonably be expected to compel or result in public disclosure; provided that such limitations shall -expire upon the public announcement of a third party tender offer -for more than fifty percent of the outstanding voting - -3 - - - - - - -securities of the other Party or a business combination between the other Party and a third party. Each Party (the "Representing Party") represents and warrants to the other Party that as of the date -of this Agreement the Representing Party does not directly or indirectly own or possess voting or dispositive control over any voting securities of the other Party. - -        6.    Return and Destruction of Evaluation Material.    At any time after termination of discussions by either Party -with respect to the Transaction, upon the request of the Furnishing Party, the Receiving Party shall promptly (and in no event later than five business days after such request) (a) redeliver or -cause to be redelivered to the Furnishing Party all copies of all Primary Evaluation Material in the possession or control of the Receiving Party or its Representatives which is in a visual or written -format and erase or destroy all copies of all such Primary Evaluation Material which is stored in electronic format, and (b) destroy or cause to be destroyed all Derivative Evaluation Material -in the possession or control of the Receiving Party or any of its Representatives. Nothing herein shall obligate the Receiving Party to provide any Derivative Evaluation Material to the Furnishing -Party. Notwithstanding the return, destruction or erasure of Evaluation Material hereunder, the Receiving Party and its Representatives shall continue to be bound by their confidentiality and other -obligations hereunder. -        7.    Remedies.    Each Party agrees that money damages would not be a sufficient remedy for any breach of any -provision of this Agreement by it or any of its Representatives, and that in addition to all other remedies which either Party may have, each Party shall be entitled to specific performance and -injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all -other remedies available at law or in equity. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or -partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. In the event that either Party should institute proceedings to -enforce any provision of this Agreement, the prevailing Party in such proceedings shall be entitled to recover all expenses relating to the enforcement of this Agreement, including reasonable -attorneys' fees and costs, in addition to any other remedies. -        8.    Miscellaneous.     - -        (a)    No License.    Neither Party grants a license, by implication or otherwise, under any of its trade secrets or -other intellectual property rights to the Receiving Party. The terms of this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of -the other Party's Evaluation Material. The Furnishing Party acknowledges that the Receiving Party may currently or in the future develop information internally, or receive information from other -parties, that is similar to the Evaluation Material. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have -developed for its products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. -        (b)    Entire Agreement.    This Agreement contains the sole and entire agreement between the Parties with respect to -the confidentiality of the Evaluation Material and the confidentiality of their discussions, negotiations and investigations concerning a Transaction. -        (c)    Amendment and Waiver.    This Agreement may be amended, modified or waived only by a separate written -instrument duly signed and delivered by or on behalf of both Parties. -        (d)    Severability.    The invalidity or unenforceability of any provision of this Agreement shall not impair or -affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such provision in such circumstances would be inequitable. - -4 - - - - - -        (e)    No Obligation to Complete a Transaction.    It is expressly understood that this Agreement is not intended to, -and does not, constitute an agreement to consummate a Transaction, to conduct or continue negotiations with respect to a Transaction, or to enter into a definitive agreement with respect to a -Transaction, and neither Party shall have any rights or obligations of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or by virtue of any other written or oral -expression by the Parties' respective Representatives unless and until a definitive agreement with respect to a Transaction is executed and delivered by both Parties, other than for the matters -specifically agreed to herein. Both Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to provide or not to provide Evaluation Material to the Receiving -Party under this Agreement, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations at any -time. If either Party determines not to proceed with negotiations with respect to a Transaction, it will promptly inform the other Party of such determination. -        (f)    Governing Law; Forum.    This Agreement shall be governed by and construed in accordance with the internal laws -of the State of Georgia, without regard to the principles of the conflict of laws thereof. Each Party consents and submits to the exclusive jurisdiction of the federal and state courts in the State of -Georgia, and the city of Atlanta, for the adjudication of any action, suit, or proceeding arising out of or otherwise relating to this Agreement. -[Signatures -on following page] - -5 - - - -        The -Parties have executed this Agreement as of the date first written above. - - - -EarthLink, Inc. -  -PeoplePC, Inc. - - - -By: -  - -/s/  BRINTON O.C. YOUNG       -  - -By: -  - -/s/  CHARLES ORTMEYER       - - -Name: -  -Brinton O.C. Young -  -Name: -  -Charles Ortmeyer - - -Title: -  -EVP of Strategic Planning -  -Title: -  -SVP and General Counsel - - - -6 - - - - -QuickLinks -MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT - - - diff --git a/contract-nli/contract nli in txt/1111682_0000950123-00-003802_document_15.txt b/contract-nli/contract nli in txt/1111682_0000950123-00-003802_document_15.txt deleted file mode 100644 index ef1468331027b620eb0818096b069a0e87fb16d8..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1111682_0000950123-00-003802_document_15.txt +++ /dev/null @@ -1,113 +0,0 @@ - - MUTUAL SECRECY AGREEMENT - - - This AGREEMENT effective as of the 17th day of May, 1996, is between -UCAR CARBON COMPANY INC., a Delaware corporation, having offices at 39 Old -Ridgebury Road, Danbury, Connecticut O68l7 (hereinafter referred to as "UCAR -CARBON"); and BALLARD POWER SYSTEMS INC., having an office at 9000 Glenlyon -Parkway, Burnaby, B.C. Canada V5J 5J9 (hereinafter referred to as "BALLARD"). - - WHEREAS, UCAR CARBON possesses certain proprietary information -(hereinafter UCAR CARBON Proprietary Information) relating to the manufacture of -flexible graphite for use in fuel cells: - - WHEREAS, BALLARD possesses certain proprietary information -(hereinafter BALLARD Proprietary Information) relating to fuel cells and -components for fuel cells. - - WHEREAS, UCAR CARBON and BALLARD desire to exchange such proprietary -information (hereinafter individually and collectively referred to as -"Proprietary Information") for the purpose of UCAR CARBON supplying flexible -graphite produced employing UCAR CARBON Proprietary Information to BALLARD under -a separate purchase order. - - WHEREAS, each party is willing to disclose to the other - 25 - -25- - - -party its Proprietary Information for the specific purposes of this Agreement -under the following conditions: - - 1. During the term of this Agreement, the receiving party agrees to -hold in confidence and not disclose to any person or persons, other than its -employees with a need to know, or use except for the purpose of this agreement, -for a period of fifteen (15) years from the date of each disclosure, any and all -Proprietary Information disclosed in writing and identified as Proprietary -Information by the disclosing party. If Proprietary Information is disclosed -orally or in other than written form, it must be identified as Proprietary -Information at the time of disclosure and summarized in writing and identified -as Proprietary Information by the disclosing party within thirty (30) days from -the date of the disclosure. It is understood that the foregoing obligation of -confidentiality does not apply to: - - a) information which at the time of disclosure is in the public domain; - - b) information which is published or otherwise becomes part of the - public domain through no fault of the receiving party after the - disclosure hereunder; - - c) information which the receiving party can demonstrate by reasonably - convincing evidence is already known or in the possession of the - receiving party at the time of disclosure hereunder; - - d) information that the receiving party can show was received by it - after the time of the disclosure hereunder from a third party on a - non-confidential basis who did not acquire such information directly - or indirectly from the disclosing party under an obligation of - confidence; or - 26 - -26- - - - e) information that is developed by an employee of the receiving party - independent of any such disclosure under this Agreement. - - - 2. The receiving party agrees to use at least the same degree of care -in maintaining the other party's Proprietary Information confidential as it does -for maintaining the confidentiality of its own Proprietary Information of a -similar nature. - - - 3. The receiving party agrees not to copy any Proprietary Information -without the written permission of the disclosing party, and shall return such -Proprietary Information and any copies when requested to do so by the disclosing -party during the term of this Agreement - - - 4. No license, express or implied, is granted by either party to the -other party under any patent, trade secret or copyright now or hereafter owned -by either party under this Agreement. - - - 5. This Agreement shall be construed and interpreted, and its -performance shall be governed by substantive laws of the state of Connecticut, -U.S.A., without recourse to its conflict of laws, rules or principles. - 27 - -27- - - - 6. Either party upon thirty (30) days notice given in writing to the -other party may terminate this Agreement. However, termination of the Agreement -will not affect the confidentiality and non-use obligations of either party. - - -AGREED: - -BALLARD POWER SYSTEMS INC. UCAR CARBON COMPANY INC. - - - -By /s/ Keith B. Prater By/s/ R.M. Flowers - ------------------- ---------------- - -Name Keith B. Prater Name R.M. Flowers - --------------- ------------ - -Title Vice President Title Dir.-Worldwide Tech. - -------------- -------------------- - -Date 21Jun96 Date July 2, 1996 - ------- ------------ diff --git a/contract-nli/contract nli in txt/1112422_0000950153-08-001257_p75864exv99wxeyx4y.txt b/contract-nli/contract nli in txt/1112422_0000950153-08-001257_p75864exv99wxeyx4y.txt deleted file mode 100644 index 2243239972e77090f722db05db0fbafa9a5814c2..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1112422_0000950153-08-001257_p75864exv99wxeyx4y.txt +++ /dev/null @@ -1,661 +0,0 @@ - - -exv99wxeyx4y - - - - - -Exhibit (e)(4) - - -  - -  - -NONDISCLOSURE - AGREEMENT - -  - - THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated - as of March 28, 2007, is made by and between Motive, Inc., - a Delaware corporation, with a principal place of business at - 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA - (hereinafter “Motive”) and Alcatel-Lucent, a a Societe - Anonyme organized under the laws of the Republic of France, with - a principal office at 54 rue La Boetie, 75008 Paris, France - (hereinafter “Alcatel Lucent”). - -  - -RECITALS - -  - - WHEREAS, Motive and Alcatel Lucent (jointly, the - “Parties” and each individually, a “Party”) - desire to enter into discussions related to a possible business - combination (the “Possible Transaction”), and these - discussions will of necessity involve the disclosure by one - Party (the “Disclosing Party”) to the other Party (the - “Receiving Party”) of confidential and proprietary - information; and - -  - - WHEREAS, the Parties desire to (i) keep their discussions - and the nature and scope thereof confidential; and - (ii) reach an understanding with respect to the disclosure - of such information and the confidentiality of the discussions - in general; - -  - - NOW, THEREFORE, in consideration of the mutual covenants and - agreements set forth in this Agreement, and for other good and - valuable consideration, the receipt and sufficiency of which are - hereby acknowledged, the parties hereto agree as follows: - -  - - 1.  Definitions.  The - following terms shall have the meanings set forth below: - -  - - 1.1. “Confidential Information” includes - all non-public information, whether written or oral (whatever - the form or storage medium), or gathered by inspection, or - acquired, directly or indirectly, by one Party or its - Representatives from the other Party or its Representatives in - connection with a Possible Transaction, regardless of whether - such information is specifically identified as - “confidential.” The term “Confidential - Information” does not include information which - (i) was known to the Receiving Party or its Representatives - or was in its or any of its Representatives’ possession - prior to the date of its disclosure pursuant to this Agreement - (except for information which was previously disclosed to the - Receiving Party or its Representatives under an obligation of - confidentiality to the Disclosing Party or its Representatives - and which continues to remain subject to those confidentiality - obligations); (ii) is or becomes generally available to the - public other than through an unauthorized disclosure by the - Receiving Party or its Representatives in violation of this - Agreement; (iii) becomes available to the Receiving Party - or its Representatives from a source other than the Disclosing - Party or its Representatives, provided that such source is not, - to the Receiving Party’s knowledge, prohibited from - transmitting such Confidential Information to the Receiving - Party by a contractual, legal or fiduciary obligation to the - Disclosing Party or its Representatives; or (iv) is - independently developed by the Receiving Party or any of its - Representatives as demonstrated by the written records of such - Party or Representatives which have not had access to the other - Party’s Confidential Information. - -  - - 1.2. “Person”shall be broadly interpreted - to include, without limitation, any individual, corporation, - company, group, partnership, limited liability company or other - entity. - -  - - 1.3.  “Representatives” means a - Party’s affiliates and its and their respective directors, - officers, employees, agents or representatives, including, - without limitation, its and their respective attorneys, - accountants, consultants and financial advisors. - -  - - 1.4.  “Residuals” means technological - information and all ideas, concepts, and understandings related - thereto that would be inadvertently retained in non-tangible - form in the unaided memory of an ordinary Person unless such - Person intentionally memorized such technological information, - ideas, concepts and understandings for the purpose of retaining - and subsequently using or disclosing it for purposes other than - as authorized by this Agreement. - -  - - 2.  Confidential Information. - -  - - 2.1. Each Party recognizes and acknowledges the value of - the Confidential Information and the damage that could result if - the Confidential Information were used or disclosed except as - authorized by this Agreement. Except as otherwise required by - applicable law or regulatory authority, each Party agrees to - keep confidential and not disclose, and cause its - Representatives to keep confidential and not disclose, to any - Person the Confidential Information it or its Representatives - receives from the other Party or its Representatives without the - Disclosing Party’s prior written consent, except as - provided below. The Receiving Party or its Representatives shall - be entitled to disclose the Confidential Information of the - Disclosing Party and provide copies of the same, without the - -  - - - - - - -  - - - Disclosing Party’s prior written consent, to those - Representatives of the Receiving Party who need to know such - Confidential Information solely for the purpose of evaluating - the Possible Transaction. The Receiving Party shall be - responsible for any violations of any provision of this - Agreement caused by any of the Receiving Party’s - Representatives. - -  - - 2.2. The Receiving Party acknowledges that the Evaluation - Material is being furnished to the Receiving Party in - consideration of the Receiving Party’s agreement that it - will not propose to the Disclosing Party or any other person any - transaction between the Receiving Party and the Disclosing Party - and/or its - security holders or involving any of its securities or security - holders unless the Disclosing Party shall have requested in - writing that the Receiving Party make such a proposal, and that - the Receiving Party will not acquire, or assist, advise or - encourage any other persons in acquiring, directly or - indirectly, control of the Disclosing Party or any of the - Disclosing Party’s securities, businesses or assets for a - period of two (2) years from the date of this Agreement - unless the Disclosing Party shall have consented in advance in - writing to any such action. - -  - - 2.3 The Receiving Party agrees that it will not use the - Evaluation Material in any way directly or indirectly - detrimental to the Disclosing Party. In particular, the - Receiving Party agrees that it and its Representatives will not - knowingly, as a result of knowledge or information obtained from - the Evaluation Material or otherwise in connection with the - Possible Transaction, directly or indirectly: (i) solicit, - divert or attempt to solicit or divert any business or customer - of the Disclosing Party or any of its affiliates; nor - (ii) solicit, the employment of, employ, divert or attempt - any of the foregoing with respect to, any employee of the - Disclosing Party or any of its affiliates - -  - - 3. Use of Confidential Information for Evaluation; - Disclosure.  Neither the Receiving Party nor - any of its Representatives shall use the Confidential - Information for any purpose, other than evaluation of the - Possible Transaction. Each Party hereby acknowledges that it is - aware, and that it will advise its Representatives who are - informed as to the matters which are the subject of this - Agreement, that United States securities laws prohibit any - person who has received from an issuer material, non-public - information concerning the matters which are the subject of this - Agreement from purchasing or selling securities of such issuer - or from communicating such information to any other person under - circumstances in which it is reasonably foreseeable that such - person is likely to purchase or sell such securities. The - restrictions on disclosure and use of Confidential Information - in this Agreement shall extend until the earlier of (a) the - expiration of the period set forth in Section 14 of this - Agreement, (b) the Parties’ entry into a separate, - subsequent agreement that contains confidentiality and - non-disclosure provisions that supersede this Agreement with - respect to the Confidential Information, and (c) such time, - if ever, the Confidential Information becomes publicly available - (otherwise than through a breach of this Agreement). Except to - the extent the Receiving Party’s legal counsel advises the - Receiving Party that disclosure is required by applicable law or - regulatory authority, without the prior written consent of the - Disclosing Party, the Receiving Party will not, and will direct - the Receiving Party’s Representatives not to, disclose to - any other Person that such Confidential Information has been - requested or made available, that discussions or negotiations - are taking place concerning the Possible Transaction, or any of - the terms, conditions or other facts with respect to the - Possible Transaction, including the status thereof, or the term - of this Agreement. - -  - - 4.  Requested Disclosure of Confidentialdential - Information. - -  - - 4.1 In the event that a Receiving Party or anyone to whom - the Receiving Party transmits such Confidential Information - pursuant to this Agreement is legally requested (by oral - questions, interrogatories, request for information or - documents, subpoena, civil investigative demand or similar - process) or otherwise required to disclose any Confidential - Information of a Disclosing Party, the Receiving Party will, - except as prohibited by law, provide the Disclosing Party with - written notice of same, prior to disclosing such Confidential - Information, so that the Disclosing Party may seek an - appropriate protective order - and/or waive - compliance with this Agreement. If, in the absence of a - protective order or the receipt of a waiver hereunder, the - Receiving Party is nonetheless legally compelled to disclose - such Confidential Information, it may, without liability - hereunder, furnish only that portion of such Confidential - Information that is legally required and will exercise - reasonable commercial efforts to obtain assurance that - confidential treatment will be accorded such Confidential - Information. - -  - - 4.2 If either Party, in its sole judgment, determines that - it is required by applicable securities laws to make disclosures - or public statements prohibited by Paragraph 3, the Party - may make such disclosures or public statements as may be - required by securities laws. The Disclosing Party shall provide - the other Party with prior notice to the extent practicable. - -  - -Page 2 of 5 - - - - - -  - - - 5.  No License; Use.  Neither - the execution of this Agreement, nor the furnishing of any - materials or Confidential Information hereunder, shall be - construed as granting or conferring any rights to the other - Party, either expressly or by implication, estoppel or - otherwise, any license under any trademark, patent, copyright, - technological information or other information, or other - intellectual property; provided, however, that a Person who has - used or seen materials or information pursuant to this Agreement - shall not be precluded from using or disclosing Residuals. - Nothing in this Agreement shall be construed to limit the - Receiving Party’s right to independently develop - information, materials, technology, or other products or - services for itself or for others which may compete with the - Disclosing Party so long as no disclosures or use in violation - of this Agreement has been made by the Receiving Party. - Furthermore, nothing herein shall be construed as a - representation or inference by Receiving Party that it has not - already developed, or may be in the process of developing, or - may have already rightfully received or acquired from third - parties, information similar to that Confidential Information to - be disclosed by Disclosing Party hereunder. - -  - - 6.  Ownership of Confidential - Information.  The Confidential information - shall remain the property of the Disclosing Party, and the - Disclosing Party may demand the return thereof at any time by - written notice to the Receiving Party. Upon receipt of such - notice, the Receiving Party shall (a) return to the - Disclosing Party all Confidential Information received by the - Receiving Party or its Representatives from the Disclosing Party - or its Representatives; and (b) destroy and cause each of - its Representatives to destroy each and every copy of any - documents, drawings, data, memoranda and other written Materials - together with any tapes and computer stored information or the - parts thereof extracted from, embodying, containing or relating - to such other party’s Confidential Information; - provided, however, that one (1) copy of the - Confidential Information may be retained by the Receiving - Party’s outside counsel on a confidential basis for - purposes of verification. Any destruction pursuant to - (b) in the preceding sentence shall be promptly confirmed - in writing. - -  - - 7.  No Warranties.  The - Receiving Party acknowledges that neither the Disclosing Party - nor its Representatives makes any representation or warranty - hereunder as to the accuracy or completeness of any Confidential - Information of the Disclosing Party or other information - disclosed pursuant to this Agreement, each Party agrees to - assume full responsibility for all conclusions it derives from - the Confidential Information. The Receiving Party agrees that - neither the Disclosing Party nor its Representatives shall have - any liability hereunder to the Receiving Party or to any of the - Receiving Party’s Representatives on any basis (including, - without limitation, in contract, tort, under federal or state - securities laws, or otherwise) as a result of the use of such - Confidential Information by the Receiving Party and the - Receiving Party’s Representatives, it being understood that - only those particular representations and warranties that may be - made to the Receiving Party by the Disclosing Party or its - affiliates in a definitive transaction agreement, when, as and - if it is executed, and subject to such limitations and - restrictions as may be specified in such definitive agreement, - shall have any legal effect. Each Party and its respective - Representatives hereby expressly disclaim any and all liability - that may be based, in whole or in part, on errors or omissions - in any Confidential Information furnished hereunder. Unless and - until a definitive agreement (the “Definitive - Agreement”) with respect to a Possible Transaction has been - executed and delivered by the Parties hereto, neither Party will - be under any legal Obligation of any kind whatsoever to proceed - with a Possible Transaction in whole or in part or to continue - discussions relating thereto by virtue of this Agreement or any - written or oral expression with respect to such a Possible - Transaction by any of its Representatives. Prior to the - execution and delivery of the Definitive Agreement, either party - may terminate discussions and negotiations regarding a Possible - Transaction at any time, wit lout any liability whatsoever, save - for the obligations and duties specifically agreed to herein For - the purposes hereof, the term “Definitive Agreement” - does not include an executed letter of intent or any other - preliminary written agreement nor does it include any written or - verbal acceptance of an offer or bid. - -  - - 8.  Notices.  All notices, - requests, consents, and other communications required or - permitted hereunder shall be in writing and shall be personally - delivered, mailed using first-class, registered, or certified - mail, postage prepaid, sent using a nationally recognized - overnight courier to the following addresses or to such other - address as the parties hereto may designate in writing: - -  -  - - ALCATEL LUCENT: - -  - - ALCATEL LUCENT - 600 Mountain Avenue - -  - -Page 3 of 5 - - - - - -  - - - Murray Hill, NJ 07974 - Attn: John R. McCord - -  - - with a copy to: - - - ALCATEL LUCENT - - - 600 Mountain Avenue - - - Murray Hill, NJ 07974 - Attn: General Counsel - -  -  - - MOTIVE: - -  - - MOTIVE, INC. - - - 12515 Research Boulevard - - - Building 5 - - - Austin, TX 78759 - - - USA - - - Attn: General Counsel - -  - - All such notices, requests, consents and other communications - shall be deemed to be properly given (a) if delivered - personally to the address as provided in this Section, upon - delivery, (b) if sent by mail, three (3) business days - after the same has been deposited in mail, addressed and postage - prepaid as set forth above and (c) if delivered by - overnight courier to the address as provided in this Section, on - the earlier of the first business day following the date sent by - such overnight courier or upon receipt (in each case regardless - of whether such notice, request or other communication is - received by any other person to whom a copy of such notice is to - be delivered pursuant to this Section). Any Party from time to - time may change its address, facsimile number or other - information for the purpose of notices to that Party by giving - notice specifying such change to the other Party hereto. - -  - - 9.  Severability.  If any term - or provision of this Agreement is held by a court of competent - jurisdiction to be invalid, void or unenforceable, the remainder - of the terms and provisions of this Agreement shall remain in - full force and effect and shall in no way be affected, impaired - or invalidated. - -  - - 10.  Entire Agreement: Amendments: Consent to - Assignment.  This Agreement comprises the full - agreement between the Parties concerning the subject matter - hereof. This Agreement supersedes any prior understandings or - agreements, regardless of form, between the Parties with respect - to the subject matter hereof. No amendments, changes or - modifications may be made to this Agreement without the express - written consent of each of the Parties hereto. This Agreement - and the rights and obligations of a Party hereunder may not be - assigned, directly, indirectly, by operation of law or - otherwise, by either Part) without the prior written consent of - the other Party. - -  - - 11.  Governing Law and Venue.  This - Agreement shall be governed by and construed in accordance with - the laws of the State of New York applicable to contracts made - and to be performed therein, without giving effect to its - principles or rules regarding conflicts of laws, other than such - principles directing application of New York law. The state and - federal courts located in New York shall have non-exclusive - jurisdiction and venue over any dispute arising out of or - relating to this Agreement, and each Party consents to the - personal jurisdiction and venue of these courts. Each Party - waives any objection that it may now or hereafter have to the - laying of venue of any such proceeding in any court in the state - of New York and any claim that it may now or hereafter have that - any such proceeding in any court in the state of New York has - been brought in an inconvenient forum. - -  - - 12.  Remedies; Legal - Fees.  Each Party acknowledges that the other - would be irreparably injured if the Receiving Party breaches any - of its obligations under this Agreement. The Parties each agree - that money damages would not be a sufficient remedy for any - breach of this Agreement and that, in the event of a breach by a - Party or its Representatives, the other Party shall be entitled - to equitable relief, including injunction and specific - performance, as a remedy for such breach. Such remedies shall - not be deemed to be the exclusive remedies for a breach of this - Agreement by a Party or its Representatives but shall be in - addition to all other remedies available at law or equity to the - non-breaching Party. Each Party expressly agrees to waive the - defense that a remedy in damages will be adequate, and agrees to - use its reasonable best efforts to cause its Representatives to - waive, any requirement for the securing or posting of any bond - in connection with any such remedy. In the event of litigation - relating to this Agreement, if a court of competent jurisdiction - determines that a Party or any of its Representatives have - breached - -  - -Page 4 of 5 - - - - - -  - - - this Agreement, then such Party shall be liable and pay to the - other Party the reasonable legal fees and expenses incurred by - the other Party in connection with such litigation, including - any appeal therefrom. - -  - - 13.  Waiver.  Each Party - understands and agrees that no failure or delay by the other - Party in exercising any right, power or privilege under this - Agreement shall operate as a waiver thereof nor shall any single - or partial exercise thereof preclude any other or future - exercise of any right, power or privilege hereunder. - -  - - 14.  Term of Agreement.  This - Agreement and the obligations of the Parties hereunder shall - terminate two years from the date hereof. - -  - - 15.  Binding Effect.  This - Agreement shall benefit and be binding upon the Parties and - their respective permitted successors and assigns. - -  - - 16.  Construction.  This - Agreement has been negotiated by the Parties and their - respective attorneys, and the language of this Agreement shall - not be construed for or against either Party. - -  - - 17.  Counterparts; Facsimile - Signatures.  This Agreement may be executed in - two or more counterparts, each of which shall be binding as of - the date first written above. Each such copy shall be deemed an - original, and it shall not be necessary in making proof of this - Agreement to produce or account for more than one such - counterpart. This Agreement may be executed and delivered by - facsimile and upon such delivery the facsimile signature will be - deemed to have the same effect as if the original signature had - been delivered to the other party. The original signature copy - shall be delivered to the other party by overnight courier. The - failure to deliver the original signature copy - and/or the - nonreceipt of the original signature copy shall have no effect - upon the binding and enforceable nature of this Agreement. - -  - - IN WITNESS WHEREOF, this Nondisclosure Agreement has been - executed by the parties hereto as of the day and year first - written above. - -  - - Alcatel-Lucent - -  - - - - - - - -  - By:  - - -/s/  Scott - M. Ashby - - - - - - Name: Scott M. Ashby - - - - Title: DEPUTY CFO - - -  - - Motive, Inc. - a Delawara corporation - -  - - - - - - - -  - By:  - - -/s/  Jack - Greenberg - - - - - - Name: Jack Greenberg - - - - Title: GENERAL COUNSEL & SECRETARY - - -  - -Page 5 of 5 - - - - diff --git a/contract-nli/contract nli in txt/1112999_0001193125-08-214471_dex105.txt b/contract-nli/contract nli in txt/1112999_0001193125-08-214471_dex105.txt deleted file mode 100644 index 73f7e90e16e059532e95f5a9082369dd65194a76..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1112999_0001193125-08-214471_dex105.txt +++ /dev/null @@ -1,103 +0,0 @@ - -Lee & Pak Company, Ltd. Delivery Receipt - - -Mutual Non-Disclosure Agreement This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 -(“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea -(“LEE&PAK”). BACKGROUND: 1. For the limited and sole -purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain -Confidential Information, as hereinafter defined, of the other. 2. Each party wishes to protect the confidentiality of its Confidential Information that may be -disclosed hereunder. IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: - ARTICLE 1 INTERPRETATION 1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith: “Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART. “Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea. “Disclosing Party” is the party who is disclosing Confidential Information to the other party. “Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which -is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, -trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, -forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of -each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the -Disclosing Party to the Receiving Party whether such information is - - - - -designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information:   - - -  -(I) -which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated -to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party;   - - -  -(ii) -which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; -   - - -  -(iii) -which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing -Party;   - - -  -(iv) -which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it;   - - -  -(v) -which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. - “Effective Date” shall mean the 30th day of May, 2008. “Receiving Party” is the party who is the recipient of the other -party’s Confidential Information. “Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of -Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled -entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity. 1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such -construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto. ARTICLE II NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION 2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or -use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. - - - -2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the -Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party. 2.03 Ownership of Confidential Information. -The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. - 2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own -Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, -agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each -party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and -restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided -that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. - 2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent -of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information. 2.06 -Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use -of, or the results of the use of, its Confidential Information. ARTICLE III TERM AND TERMINATION 3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as -provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall -survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined. 3.02 Termination. -Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice. 3.03 Return. Each -party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all -copies thereof which may be or - - - - -have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten -(10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential -Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed. 3.04 Breach. Each party agrees that any -breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each -party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, -threatened breach or the continuation of any breach of this section. ARTICLE IV GENERAL 4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently -given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by -facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as -follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein:   - - -  -(a) -LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea and   - - -  -(b) -e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention: 4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to -be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost -good faith of a level required by a trustee in the implementation of the obligations required hereunder. 4.03 Freedom to Disclose. Each party acknowledges -that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party. - diff --git a/contract-nli/contract nli in txt/1113303_0000892917-12-000026_stilffnw13d120112am2ex3.txt b/contract-nli/contract nli in txt/1113303_0000892917-12-000026_stilffnw13d120112am2ex3.txt deleted file mode 100644 index eaffb3ee12f36d3085c291511222ed1371a8ac97..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1113303_0000892917-12-000026_stilffnw13d120112am2ex3.txt +++ /dev/null @@ -1,350 +0,0 @@ - - -stilffnw13d120112am2ex3.htm - Generated by SEC Publisher for SEC Filing - - - - - - - -  -  - - -  - - -  - - - - -  - - -  -  - -Exhibit 3 -NON-DISCLOSURE AGREEMENT -THIS NON-DISCLOSURE AGREEMENT (this -"Agreement"), dated this 11th day of January, 2012, is by and among -First Financial Northwest, Inc. (the "Company"), Stilwell Associates, -L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value -Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, -Stilwell Associates Insurance Fund of The S.A.L.I.  Multi-Series Fund L.P., -Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees -and representatives (collectively, the "Stilwell Group") and Spencer -L. Schneider, a director nominee of the Stilwell Group ("Schneider"). -WHEREAS, the Company has agreed to place Schneider on its -board of directors; -WHEREAS, the Company, the Stilwell Group and Schneider -have agreed that it is in their mutual interests to enter into this Agreement -as hereinafter described. -NOW THEREFORE, for good and valuable consideration, the -parties hereto mutually agree as follows: -1.         In connection with Schneider serving on the -Company's board, Schneider and other Company employees, directors, and agents -may divulge nonpublic information concerning the Company and its subsidiaries -to the Stilwell Group and such information may be shared among the Stilwell -Group's employees and agents who have a need to know such information.  The -Stilwell Group expressly agrees to maintain all nonpublic information -concerning the Company and its subsidiaries in confidence.  The Stilwell Group -expressly acknowledges that federal and state securities laws may prohibit a -person from purchasing or selling securities of a company, or from -communicating such information to any other person under circumstances in which -it is reasonably foreseeable that such other person is likely to purchase or -sell such securities, while the first-mentioned person is in possession of -material nonpublic information about such company.  The Stilwell Group agrees -to comply with the Company's insider trading and disclosure policies, as in -effect from time to time, to the same extent as if it were a director of the -Company.  To the extent the nonpublic information concerning the Company and -its subsidiaries received by the Stilwell Group is material, this Agreement is -intended to satisfy the confidentiality agreement exclusion of Regulation FD of -the Securities and Exchange Commission (the "SEC") set forth in -Section 243.100(b)(2)(ii) of Regulation FD. -2.         Each of the Stilwell Group and Schneider -represents and warrants to the Company that this Agreement has been duly and -validly authorized (in the case of the entity members of the Stilwell Group), -executed and delivered by them, and is a valid and binding agreement -enforceable against them in accordance with its terms. -3.         Schneider hereby further represents and warrants -to the Company that: (a) he satisfies all of the qualifications to be a -director of the Company as set forth in Article III, Section 4 of the Company's -bylaws and any additional applicable qualifications under the laws of the State -of Washington or under the regulations of any bank regulatory authority, and -that he is not in any way precluded from serving as a director by order or -other action of any court, - --1- - -  - - - - -  -  - - -  - - -  - - - - -  - - -  -  - -regulatory or other -governmental authority; and (b) no event has occurred with respect to Schneider -that would require disclosure in a document filed by the Company with the SEC -pursuant to the Securities Act of 1933, as amended, or the Securities Exchange -Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K. -4.         The Stilwell Group acknowledges that with -regard to its obligations to maintain the confidentiality of nonpublic -information of the Company and its subsidiaries, monetary damages may not be a -sufficient remedy for any breach or threatened breach of this Agreement and -that, in addition to all other remedies, the Company may be entitled to seek -specific performance and injunctive or other equitable relief as a remedy for -such breach, and in conjunction therewith the Company shall not be required to -post any bond. -5.         This Agreement constitutes the entire agreement -between the parties hereto pertaining to the subject matter hereof and -supersedes all prior and contemporaneous agreements, understandings, -negotiations and discussions of the parties in connection therewith not -referred to herein. -6.         This Agreement shall be governed by, and -construed in accordance with the laws of the State of Washington, without -regard to choice of law principles that may otherwise compel the application of -the laws of any other jurisdiction. Each of the parties hereby irrevocably -consents to the exclusive jurisdiction of the state and federal courts sitting -in the State of Washington to resolve any dispute arising from this Agreement -and waives any defense of inconvenient or improper forum. -7.         The terms and provisions of this agreement -shall be deemed severable, and in the event any term or provision hereof or -portion thereof is deemed or held to be invalid, illegal or unenforceable, such -provision shall be conformed to prevailing law rather than voided, if possible, -in order to achieve the intent of the parties, and, in any event, the remaining -terms and provisions of this agreement shall nevertheless continue and be -deemed to be in full force and effect and binding upon the parties. -8.         All representations, warranties, covenants and -agreements made herein shall survive the execution and delivery of this -Agreement. -9.         This Agreement may not be modified, amended, -altered or supplemented except upon the execution and delivery of a written -agreement executed by all of the parties hereto. -10.       This Agreement may be executed in counterparts, -each of which shall be an original, but all of which together shall constitute -one and the same agreement. - --2- - -  - - - - -  -  - - -  - - -  - - - - -  - - -  -  - -IN WITNESS WHEREOF, this Agreement -has been duly executed and delivered by duly authorized officers of the -undersigned as of the day and year first above written. - - - -THE STILWELL GROUP - - -  - - -FIRST - FINANCIAL NORTHWEST, INC. - - - - -  - - -  - - -  - - -  - - -  - - - - -  - - -  - - -  - - -  - - -  - - - - -By: - - -/s/ Joseph - Stilwell - - -  - - -By: - - -/s/ Victor Karpiak - - - - -  - - -Joseph - Stilwell - - -  - - -  - - -Victor Karpiak, Chairman, President - and Chief Executive Officer - - - - -  - - -  - - -  - - -  - - -  - - - - -SPENCER L. - SCHNEIDER - - -  - - -  - - -  - - - - -  - - -  - - -  - - -  - - -  - - - - -/s/ Spencer L. Schneider - - -  - - -  - - -  - - - - -Spencer L. Schneider - - -  - - -  - - -  - - - -  -  -  -  -  -  - - -  - --3- - -  - diff --git a/contract-nli/contract nli in txt/1119985_0001047469-04-035924_a2147858zex-2_5.txt b/contract-nli/contract nli in txt/1119985_0001047469-04-035924_a2147858zex-2_5.txt deleted file mode 100644 index b1986f7ec4855d0bb241140e5c1bb7a7f5de1588..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1119985_0001047469-04-035924_a2147858zex-2_5.txt +++ /dev/null @@ -1,237 +0,0 @@ - - - - - -QuickLinks - -- Click here to rapidly navigate through this document - - - - -Exhibit 2.5 -         - - - - -BILATERAL CONFIDENTIALITY AGREEMENT -        THIS BILATERAL CONFIDENTIALITY AGREEMENT (this "Agreement") is -made as of the 12th day of November, 2002 (the "Effective Date") by and between STUART ENERGY SYSTEMS -CORPORATION ("Stuart Energy"), a Canadian corporation having a principal place of business at 5101 Orbitor Drive, Mississauga, -Ontario L4W 4V1 and HYDROGENICS CORPORATION ("Hydrogenics"), a Canadian corporation having a -principal place of business at 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8. -        The -parties are entering into discussions related to exploring the possibility of Stuart Energy and Hydrogenics cooperating in joint business initiatives for their mutual benefit, -including, potentially, a business combination (the "Discussions"). During the course of such Discussions and any subsequent negotiations (the -"Negotiations"), either party may have need of information from the other party that is regarded as confidential or may constitute a trade secret or -other proprietary corporate information. Accordingly, the parties agree as follows: -1.     Confidential Information. - - -(a)"Confidential Information" as used in this Agreement is defined as written or oral information or materials, in whatever form, that -(i) is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") -in connection with the Discussions and/or the Negotiations; and (ii) relates to the business and/or affairs of the Disclosing Party, and includes, but is not limited to, the business and -marketing plans and strategies, customers, suppliers, distributors, agents, research and product development plans, products, product cycles, technology, operations, assets, intellectual property, -know-how, software, source code, copyright works, trade-marks, concepts, ideas, data, designs, "look and feel" design elements, specifications, inventions, algorithms, formulae, processes, -techniques, systems and improvements, partnerships, joint ventures, financial statements, financial projections, models, studies, and works in progress of the Disclosing Party. -(b)"Confidential Information" as used in this Agreement shall not include: - - -(i)information -that is publicly known at the time of disclosure by the Disclosing Party or thereafter becomes publicly known (other than as a result of a breach of the -obligations of the Receiving Party contained in this Agreement to maintain the confidentiality of such Confidential Information); -(ii)information -that is actually known to the Receiving Party prior to the time of receipt of such Confidential Information by the Disclosing Party; -(iii)information -that is furnished to the Receiving Party by a third party who, to the best of the Receiving Party's knowledge after due inquiry, is not bound by a -confidentiality agreement with, or by an obligation of confidence to, the Disclosing Party; -(iv)information -that is independently acquired or developed by the Receiving Party without use of, or reference to, the Confidential Information of the Disclosing Party and -without otherwise contravening the terms and provisions of this Agreement; and -(v)information -in regards to which the Disclosing Party authorizes in writing to the Receiving Party their release from the confidentiality and/or limited use obligations -contained in this Agreement. - - -1 - - - - - - - - -2.     Non-Disclosure.    The Receiving Party shall, during the term of this Agreement and -for a period of five (5) years after the termination of this Agreement, use reasonable care to maintain the confidentiality of Confidential Information and to limit its disclosure to only: - - -(a)those -of its directors, officers, employees, agents or professional advisors as have a need to know that Confidential Information in order that the objectives of the Discussions and -Negotiations can be achieved; and -(b)to -any of its affiliates or subsidiaries so long as the affiliate or subsidiary understands and agrees that the Confidential Information is being provided subject to all terms and -conditions of this Agreement. - -For -the purposes of this Agreement, the term "reasonable care" shall mean the same degree of care exercised by the Receiving Party with respect to its -own information of the same nature as Confidential Information. Notwithstanding the foregoing, the Receiving Party shall be responsible for the compliance by any of the parties listed in -subsections 2(a) and (b) above with the provisions of this Agreement. The Receiving Party shall issue written instructions to those parties listed in subsections 2(a) -and (b) above requiring them to comply with the Receiving Party's obligations referred to in this Section 2 and to use the Confidential Information only to assist in achieving the -objectives of the Discussions and Negotiations. Any failure on the part of any of those parties listed in subsections 2(a) and (b) above to comply with the written instructions will be -deemed to be a breach of this Section 2 by the Receiving Party. -3.     Legally Required Disclosure.    If the Receiving Party becomes legally compelled to disclose any -Confidential Information, the Receiving Party shall: - - -(a)provide -the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the -provisions of this Agreement; and -(b)delay -such disclosure as long as reasonably possible (without incurring liability for failure to make such a disclosure) to permit the Disclosing Party to seek a protection order and -to allow for consultation with the Disclosing Party with respect to any reasonable alternatives to the required disclosure and with respect to the content of that disclosure. - -In -the event that a protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that -Confidential Information which the Receiving Party's counsel advises by written opinion is legally required to be disclosed and, to the extent possible under the circumstances, shall exercise -commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information that is disclosed. -4.     Use of Confidential Information.    Confidential Information shall not be copied or used by the -Receiving Party for any purpose other than the Discussions and Negotiations. With regard to Confidential Information that is covered by copyrights belonging to the Disclosing Party, it is agreed that -the Disclosing Party reserves all rights therein. However, the parties further agree that a limited number of copies of written information covered by such copyrights may be made by the Receiving -Party so that the Receiving Party can adequately use such Confidential Information within the terms and conditions of this Agreement, provided that all proprietary legends and notices on the originals -are also reproduced on such copies and that each copy is controlled by the Receiving Party as an original in accordance with the terms of this Agreement. -2 - - - - -5.     Ownership of Confidential Information.    Confidential Information shall remain the exclusive -property of the Disclosing Party, that the Disclosing Party is entitled to protect, and the Receiving Party shall develop no rights in the Confidential Information as a result of the disclosure. The -Receiving Party explicitly agrees that all Confidential Information disclosed under the terms of this Agreement is being received subject to the Disclosing Party's ownership rights in the Confidential -Information and, further, subject to all relevant intellectual and/or proprietary property rights of the Disclosing Party, including the relevant laws governing patents, trademarks, copyrights, trade -secrets and unfair competition. Nothing in this Agreement shall be construed as granting or conferring upon the Receiving Party, expressly, impliedly, or otherwise, any licenses or other rights under -any patents, trademarks or any other intellectual and/or proprietary rights which the Disclosing Party now owns or may acquire after this Agreement takes effect. -6.     Return of Confidential Information.    The Receiving Party shall, at its own expense, promptly -return to the Disclosing Party all Confidential Information, including all written information, whether originals or copies of documents, records, summaries, analyses, and notes, and all materials in -its possession that contain Confidential Information, regardless of who authored or generated such written information or materials, to the Disclosing Party immediately upon their request. If any of -the Confidential Information is destroyed prior to the request, an adequate response to a return request of that Confidential Information by the Disclosing Party will be a written certificate, -executed by an authorized officer of the Receiving Party, certifying that the relevant Confidential Information was destroyed. Additionally, the Receiving Party shall at the same time remove all -digital representations, in any form, that contain any Confidential Information, from all electronic storage media in its possession or under its control. -7.     Information Regarding Existence of Discussions and Negotiations.    During the term of this -Agreement, except as required by law, no party shall issue any statement, confirm or otherwise disclose to the general public, to the news media or to any third party, except with the prior written -consent of the other party both as to the content and timing of the disclosure (such consent not to be unreasonably withheld or delayed): - - -(a)that -the Discussions and/or Negotiations are taking or have taken place; -(b)that -the parties have exchanged information with a view toward the consummation of any agreement; or -(c)the -existence of this Agreement. - -3 - - - - - - - - -8.     No Warranty or Representation.    The Disclosing Party makes no representation or warranty, -express or implied, to the Receiving Party or any other person as to the accuracy or completeness of the Confidential Information and shall be under no obligation to update, supplement or amend the -Confidential Information as a result of subsequent events or developments or for any other reason. The Disclosing Party shall have no liability, direct or indirect, to the Receiving Party or any other -person as a result of the use of, or reliance on, any Confidential Information delivered to the Receiving Party pursuant to this Agreement. -9.     No Commitment to Enter Into Any Other Agreement(s).    The parties agree that the execution of -this Agreement does not in any way constitute a binding commitment on the part of either party to complete the Discussions or Negotiations or enter into any joint business initiative(s) or any other -resulting transaction(s) with the other party. -10.   Right to Enjoin Disclosure.    The parties acknowledge that this Agreement is necessary to -protect their trade, commercial and financial interests, and that a Receiving Party's unauthorized disclosure or use of Confidential Information or other breach of this Agreement will result in -immediate and irreparable harm that cannot be fully or adequately compensated by monetary damages. The parties accordingly -agree that in addition to claiming damages, the Disclosing Party may seek a temporary restraining order and injunction to protect its Confidential Information. The Receiving Party will not raise the -defence of an adequate remedy at law. This provision does not alter any other remedies available to the parties. -11.   Termination.    Either party may terminate this Agreement by providing written notice to the -other party. Notwithstanding termination, the obligations of limited use and nondisclosure under this Agreement shall remain in effect until expiration of the period referred to in Section 2. -12.   Amendment; Entire Agreement.    This Agreement may only be amended by written agreement of both -parties. This Agreement constitutes the entire agreement between the parties regarding confidentiality and use of Confidential Information disclosed in connection with the Discussions or the -Negotiations. This Agreement supersedes all previous oral and written agreements, if any, between the parties regarding the confidentiality of information disclosed in connection with the Discussions -or the Negotiations. -13.   No Assignment.    Neither party may assign any of its rights or delegate any of its obligations -under this Agreement, except with the prior written consent of the other party, unless the assignment is made to an affiliate of the assigning party or is part of the merger, sale or other transfer of -all or substantially all of the assets of the assigning party used to carry out the business to which this Agreement pertains and all of the obligations under this Agreement are assumed by the -assignee or transferee. -14.   Notices.    Any notice, request or consent which may or is required to be given pursuant to this -Agreement will be in writing and will be delivered or faxed as follows: if to Stuart Energy, to Stuart Energy Systems Corporation, 5101 Orbitor Drive, Mississauga, Ontario, L4W 4V1, Attention: -R. Randall MacEwen, Vice President, Corporate Development, General Counsel and Corporate Secretary, facsimile number 905.282.7701, or if to Hydrogenics, to Hydrogenics Corporation, -5985 McLaughlin Road, Mississauga, Ontario L5R 1B8, Attention: Jonathan Lundy, Vice President, Strategic Development and Corporate Secretary, facsimile number 905.361.3626 or to such -other address as the relevant party may from time to time advise by notice in writing given in accordance with this Section 14. The time and date of receipt of any such notice, request or -consent will be deemed to be the time and date of the actual receipt thereof. -4 - - - - -15.   Invalidity of Provisions.    If any provision of this Agreement is held to be invalid or -unenforceable, in whole or in part, such invalidity or unenforceability shall not affect any other provision of this Agreement and all other provisions of this Agreement shall continue in full force -and effect. -16.   Governing Law.    This Agreement shall be exclusively governed by, and construed in accordance -with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereby submits and attorns to the non-exclusive jurisdiction of the courts of the -Province of Ontario. -17.   Counterparts.    This Agreement may be executed in counterparts, and each such executed -counterpart will be deemed to be an original instrument, but all such counterparts together will constitute one and the same instrument. This Agreement may be executed by facsimile transmission. -        IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date. - - - -  -  -STUART ENERGY SYSTEMS CORPORATION - - -  -  - -By: -  - -/s/  R. RANDALL MACEWEN       R. Randall MacEwen -Vice President, Corporate Development -I have authority to bind the company. - - - - - - -  -  -HYDROGENICS CORPORATION - - -  -  - -By: -  - -/s/  JONATHAN LUNDY       Jonathan Lundy -Vice President, Strategic Development -I have authority to bind the company. - - - -5 - - - - - -QuickLinks - -Exhibit 2.5 - -BILATERAL CONFIDENTIALITY AGREEMENT - - - diff --git a/contract-nli/contract nli in txt/1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt b/contract-nli/contract nli in txt/1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt deleted file mode 100644 index 0dd134c94f5b51ba6aec26cbc0b076573690e20e..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt +++ /dev/null @@ -1,167 +0,0 @@ - - - EXHIBIT 14.8 - - -MORGAN BEAUMONT, INC. -GLOBAL TECHNOLOGY SOLUTIONS - - - NON-CIRCUMVENTION / NON DISCLOSURE - AND - CONFIDENTIALITY AGREEMENT - - This Agreement, dated as of Feb - 1, 2005 is made by and between Morgan -Beaumont, Inc. ("Morgan Beaumont") and Mtel Communications Inc. as well as their -respective subsidiaries, affiliates and agents (collectively referred to as the -"Parties"). - - In consideration of the Parties herein furnishing each other with -certain information, data and ideas which are either non-public, confidential -or proprietary in nature and the introduction, negotiating, representing and/or -assisting in the transaction of business through such introduction, negotiating, -representing and/or assisting (hereinafter referred to as "Proprietary -Information") the Parties agree as follows: - -1. Each Party agrees to maintain and to cause its officers, directors, -employees, agents, advisors, subsidiaries and affiliates (collectively -"Affiliates") to maintain the confidentiality of any Proprietary Information -regarding the business affairs, property, or methods of operation or other -Proprietary Information relating to the other and obtained by a Party during the -term of-this Agreement. Bach Party hereto agrees that this Proprietary -Information constitutes commercial and financial information and such -Proprietary Information shall remain privileged and confidential and shall not -be (a) used by the Party receiving it or its Affiliates for any purpose other -than evaluating a proposed transaction (a "Transaction"), or (b) disclosed -without the prior writes consent of the other Party except to the extort -required by applicable law or judicial or administrative process. Each Party -epees to keep confidential this Agreement and not to distribute or show copies -of it or disclose the contents hereof to any person or entity not subject to -this Agreement (except its Legal and accounting advisors with a written -agreement to keep the seine confidential) without the prior written consent of -the other Patty, except to the extent required by applicable law or judicial or -administrative process. - -2. Notwithstanding the above, Proprietary Inform on shall not include -information (a) which is in or comes into the public domain or may be derived -from information which is in or comes into the public domain through a source -other than the Party receiving the information or its Affiliates; (b) is already -in the possession of the Party receiving the information prior to receiving it -from the other party; or (c) which becomes known to the party receiving the -information through a source that it believes is not subject to a -confidentiality agreed with or other obligation of secrecy to the other Party -and such source is not subject to any other prohibition against transmitting the -information. - - - 1 - - - -3. Each Party acknowledges that any Proprietary Information given by the -disclosing Party to the other Party in connection with this Agreement shall be -the sole and exclusive property of the disclosing Party, including all -applicable rights to patents, copyrights, trademarks and trade secrets inherent -therein and appurtenant thereto, and that no license or other right therein are -created by this Agreement. - -4. In the event that a Party or anyone to whom a Party supplied Proprietary -Information receives a request to disclose all or any part of the Proprietary -Information under the terms of a subpoena, order, civil investigative demand or -similar process issued by a court of competent jurisdiction or by a government -body, that Party shall immediately notify the other Party of the existence, -terms and circumstances surrounding such a request, consult with the other Party -on the advisability of taking legally available steps to resist or remove such -request, and if disclosure of such information is required, the Party will (a) -furnish only that portion of the Proprietary Information which in its reasonable -opinion, based upon advice of counsel, it is legally compelled to disclose, and -(b) at the other Party's cost, cooperate with the efforts of the Party to obtain -order or other reliable assurance that confidential treat will he accorded to -such portion of the Proprietary Information as may be disclosed. - -5. Each Party acknowledges that although the Party delivering the Proprietary -Information has endeavored to include Proprietary Information that is relevant -for purposes of the other Party's evaluation of a Transaction, the delivering -Party makes no representation or warranty as to the accuracy or completeness of -the Proprietary Information neither the delivering Party nor its Affiliates -shall have any liability to the receiving Party OR an Affiliate arising out of -the riving Patty's or an Affiliate's use of the Proprietary Information or -reliance thereon. - -6. In the event that a Transaction between Parties is not entered into, or is -entered into but thereafter terminated, each Party will, at the request of the -other Party, promptly deliver all Proprietary Information to the other Party -without retaining any copies thereof. - -7. Each Party understands That the Proprietary Information disclosed to it is a -unique and valuable asset of the other Party, that violation of this Agreement -would cause the other Party immediate and irreparable harm, and that the -remedies at law may be inadequate. Each Party therefore consents to the entry of -a restraining order and a preliminary and permanent injunction restraining any -such violation without proof of actual damages. Each Party agrees that any money -damages shall include all pecuniary beets obtained by the receiving Party and -its Affiliates as a result of any brunch of this Agreement. - -8. Each party agrees that without the prior written consent of the other Party, -it shall not, in reference to this Agreement, use or permit to be used the name -(or any variation thereof from which any connection with each may be inferred or -implied), trademark, servicemark, or any logo of the other Party or its -Affiliates. - -9. Each Party acknowledges that preliminary dealings and discussions, and this -letter, shall not be construed in any way as an obligation of either Party to go -forward with or consummate any Transaction. In the event the Parties -consummate any Transaction a formal and binding Agreement shall be executed by -the Parties. - - 2 - - - -10. This Agreement shall be governed and construed in accordance with the laws -of the state of Florida without giving effect to the principles of conflict of -law. No failure, neglect, or forbearance on the part of either Party to require -strict performance of this Agreement shall be construed as a waiver of the -rights or remedies of such Party. - -11. The Parties of THIS Agreement acknowledge that no effort shall be made to -circumvent its terms in an attempt to gain cessions, fees, remuneration or -considerations to the benefit of any of the Parties of this Agreement while -excluding equal or agreed to benefits to any of the other parties. And that -further, throughout the terns OF this agreement the parties agree that they -shall not, as either owner, co-owner, partner, joint venture, employees, agent, -sales person, service person, officer, director, stockholder, or in any other -capacity whatsoever, or on behalf of any other business entity, become engaged -directly or indirectly with any person, firm, corporation, association, or other -entity or entities introduced as a result of this agreement without the direct -participation and authority of-the introducing party. The parties agree that any -such breech of this provision shall cause severe damage for which the injured -party will have the right to consequential monetary damages and injunctive -relief and protection against the offending party and any person, firm, -corporation, association, or other entity or entities introduced as a result of -this agreement with whom the offending party enters into such circumvention. - -12. This Agreement shall remain in effect for a period of five (5) years from -date hereof. In the event any court shall determine that the length of time or -the areas coveted by any one individual stipulation, term, or provision -excessive, the Agreement shall nut be rendered invalid thereby and the court -shall modify the length of time or the area covered to the extent necessary to -make the Agreement valid and binding. - - IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be -executed as of the date first written above. - - -MORGAN BEAUMONT, INC. Mtel COMMUNICATIONS INC. - - -By: By: /S/ - ------------------------ ------------------------ - - -Date: Date: - ----------------------- ----------------------- - - - - 3 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1120792_0001019687-05-002206_morgan_10qex5-2.txt b/contract-nli/contract nli in txt/1120792_0001019687-05-002206_morgan_10qex5-2.txt deleted file mode 100644 index 9a81389ffd5e973e3b1e54a915560ae42fbe6cd3..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1120792_0001019687-05-002206_morgan_10qex5-2.txt +++ /dev/null @@ -1,167 +0,0 @@ - - -EXHIBIT 5.2 - - - MUTUAL NON-DISCLOSURE AGREEMENT - - This Agreement made this 22 of March 2005, by and between Symmetrex -Inc. ("Symmetrex") with an address of 850 Trafalgar Court, Suite 110, Maitland -FL, 32751 and MORGAN BEAUMONT INC. with an address at 6015 31st Street East, -Bradenton, FL 34203 ("Other Party"). - - WHEREAS, SYMMETREX and Other Party (jointly the "parties") wish to -disclose to each other certain information solely for the purpose of evaluating -a proposed business arrangement between the parties (the "Evaluation"); and - - WHEREAS, in consideration of and as an inducement for and condition of -such disclosure, each party hereby requires the other party to agree to the -terms and conditions of this agreement. - - NOW, THEREFORE, for adequate consideration acknowledged to be received -by each party, each party, intending to be legally bound, hereby agrees as -follows: - - 1. For all purposes of this agreement, the following definitions shall -apply: - - A. "Confidential Information" of a party shall mean any trade -secrets, know-how, inventions, products, designs, methods, techniques, systems, -processes, software programs, works of authorship, business plans, customer -lists, projects, plans, pricing, proposals and any other information which a -party discloses to the Recipient Party that: (i) if disclosed in writing is -clearly marked as confidential or carries a similar legend; or (ii) if disclosed -verbally or in tangible form is identified as confidential at the time of -disclosure, then summarized in a writing so marked by the Disclosing Party and -delivered to the Recipient Party with fifteen (15) days. Confidential -Information shall also include the terms of this agreement, the fact that the -information is being made available to the parties hereunder and the fact that -the parties are contemplating a possible business arrangement. - - B. "Disclosing Party" shall mean, with respect to any -information disclosed by one party to the other, the party which, directly or -through one of its agents, discloses such information. - - C. "Recipient Party" shall mean, with respect to any -information disclosed by one party to the other, the party which receives such -information. - - 2. Each Recipient Party with respect to Confidential Information -received by it hereunder shall: - - A. Hold such Confidential Information in strict confidence and -protect it in accordance with a standard of care which shall be no less than the -care it uses to protect its own information of like importance and in no event -less than reasonable care. - - B. Not use such Confidential Information for any purpose -except as is necessary for the Evaluation referenced above or as otherwise -authorized in writing by the Disclosing Party of such information in advance. - - C. Not disclose Confidential Information to any person other -than to one of the Recipient Party's directors, officers, employees, -representatives, consultants or agents (collectively called "Representatives") -who need to know such information for the purposes of the Evaluation, provided -that each Representative shall be informed, directed and obligated by the -Recipient Party to treat such information in accordance with the obligations of -this agreement and the Recipient Party shall be liable for breach of any such -obligation by any of its Representatives. - - D. Not copy or otherwise duplicate such Confidential -Information, or knowingly allow anyone else to copy or otherwise duplicate any -such Confidential Information without the Disclosing Party's prior written -approval. - - 3. Each Recipient Party shall notify the Disclosing Party in the event -that any Confidential Information of the Disclosing Party is required to be -disclosed by the Recipient Party by judicial, administrative or other govern -mental order. Such notification shall be made reasonably promptly so that the -Disclosing Party, at its expense, may seek a protective order or other -appropriate remedy. Provided such notification is given, the Recipient Party is -hereby authorized to comply with such judicial, administrative or governmental -order. The Recipient Party shall provide the Disclosing Party reasonable -cooperation (at the expense of the Disclosing Party) in connection with any -protective order or other remedy sought by the Disclosing Party in connection -with such order. - - - - - 4. The obligations imposed on a Recipient Party with respect to -Confidential Information shall not apply to Confidential Information disclosed -to it hereunder which (a) the Recipient Party can demonstrate is, at the time of -disclosure, already known to the Recipient Party, (b) is or becomes generally -known to the public or is otherwise deemed to be in the public domain through no -wrongful act of the Recipient Party, (c) is received from a third party who has -the legal right to so furnish such Confidential Information, or (d) the -Recipient Party can demonstrate is independently developed by or for the -Recipient Party without use of Confidential Information. - - 5. Upon the written request of the Disclosing Party with respect to any -Confidential Information disclosed by it hereunder, the Recipient Party shall -return to the Disclosing Party any or all of such information and all copies, -contracts or other reproductions in whole or in part thereof or, with the -written permission of such Disclosing Party, effect the destruction of all of -same and certify such destruction in writing to the Disclosing Party. - - 6. Each party acknowledges that the other party has no legal obligation -pursuant to this agreement to disclose information to it hereunder but is doing -so as an accommodation to the Recipient Party in reliance upon the terms of this -agreement and that all information received by the Recipient Party hereunder -cannot be relied upon as a representation or warranty of the Disclosing Party -and, accordingly, no Disclosing Party shall be liable for any reliance upon any -information disclosed by it hereunder, unless otherwise agreed to in writing by -the Disclosing Party. - - 7. Nothing contained in this agreement shall be construed as granting -to either party any right, title or interest in any information disclosed -hereunder to it, except for the limited right to use and disclosure as expressly -permitted hereunder. - - 8. Each Recipient Party shall on any copies it may make of any -information received hereunder maintain any and all copyright, patent or -trademark notices which may appear on such information when so received. - - 9. Each party represents that the disclosure by it of information -hereunder does not violate the rights of any other entity. - - 10. If either Party breaches its promises made in this Agreement, the -non-breaching Party will have available to it all remedies available under law. - - 11. This agreement shall become effective on the date it is fully -executed and delivered by both parties and both this agreement and the duties of -the parties hereunder shall continue for a period of two years after the last -disclosure of information made hereunder. - - 12. This agreement shall be binding upon and inure to the benefit of -each party and its successors. No representations have been made to induce -either party to enter this agreement other than those expressly stated herein. -This agreement supersedes all prior or contemporaneous agreements or expressions -of intent or understanding and is the entire agreement between the parties with -respect to its subject matter. Neither party shall be charged with any waiver of -any provision of this agreement unless such waiver is evidenced by a writing -signed by an authorized officer of such party and any such waiver shall be -limited to the terms of such writing. This agreement shall not be changed or -terminated, except by a writing signed by an authorized officer of Symmetrex and -an authorized officer of Other Party. This agreement shall be governed by the -laws of the State of Florida, without regard to the conflicts of law principles -of that state. - - IN WITNESS WHEREOF, the parties have executed this agreement as of the -date stated above. - - -MORGAN BEAUMONT, INC. SYMMETREX INC - - -NAME: Erik Jensen NAME: Joseph W. Adams - -------------------------- ---------------------------- - -TITLE: President TITLE: President - -------------------------- ---------------------------- - -SIGNATURE: /s/ Erik Jensen SIGNATURE: /s/ Joseph W. Adams - ---------------------- ------------------------ - -DATE: 3/22/2005 DATE: 3/22/05 - --------------------------- ----------------------------- \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1123713_0001021408-00-003137_0016.txt b/contract-nli/contract nli in txt/1123713_0001021408-00-003137_0016.txt deleted file mode 100644 index 7e2ff4808950945836a95b03b8e1215edcedb88b..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1123713_0001021408-00-003137_0016.txt +++ /dev/null @@ -1,235 +0,0 @@ - - MUTUAL NON-DISCLOSURE AGREEMENT - -THIS AGREEMENT made as of the this day of , 1999 - -BETWEEN - ImagicTV Inc., a corporation incorporated under - the laws of Canada and having a place of business - in the City of Saint John, in the County of Saint - John, Province of New Brunswick, ("ImagicTV"). - - AND - - NBTel Inc., a Canadian corporation with its - principal place of business at One - Brunswick Square, Saint John, New - Brunswick, Canada, (hereinafter "NBTel") - - WHEREAS both ImagicTV and NBTel1 possesses certain confidential -proprietary information and intellectual property; - - AND WHEREAS, ImagicTV and NBTel intend to participate in a program of -discussions, correspondence, and/or planning sessions in connection with the -pursuit, evaluation and/or feasibility of a business relationship, and/or -consummation of a transaction (the "Program") which may result in the mutual -exchange of certain confidential information and intellectual property as herein -defined; - - AND WHEREAS, ImagicTV and NBTel have agreed to enter into this -agreement (the "Agreement") to prevent the unauthorized use and disclosure of -ImagicTV's confidential proprietary information and intellectual property; - - NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the -mutual covenants and conditions hereinafter contained, the parties hereto agree -as follows: - - I. Confidential Information - - For purposes of this Agreement, "Confidential Information" shall mean - the information, data, know-how, trade secrets, strategic and - development plans, business plans, co-developer identities, data, - business records, - - 31 - - - customer lists, any and all versions of software and related - documentation, and all other information and documentation which is - related to ImagicTV's DTV Manager System and NBTel's systems and - operations which may be disclosed between each party or to which - either party may be provided access by the other party or others in - accordance with this Agreement, or which is generated as a result of - or in connection with the Program, which is not generally available to - the public. - - II. Exceptions - - "Confidential Information" will not include information which the - receiving party can establish (a) was, on the date of this Agreement, - generally known to the public; or (b) became generally known to the - public after the date of this Agreement other than as a result of the - act or omission of the receiving party; or (c) was rightfully known to - the receiving party prior to that party's leaming or receiving the - same from the other party; or (d) is or was disclosed by the - disclosing party to third parties generally without restrictions; or - (e) the receiving party lawfully received from a third party without - the third party's breach of agreement or obligation of trust; or (f) - was independently developed by the receiving party; or (g) was - disclosed pursuant to the order of a court or other government body, - or as required by law. - - III. Intellectual Property - - For the purposes of this Agreement, "Intellectual Property" shall mean - any and all intellectual property to which the disclosing party has - proprietary rights and may include "Confidential Information" which is - related to ImagicTV's DTV Manager System and NBTel's operations and - systems, which may be disclosed between each party or to which either - party may be provided access by the other party or others in - accordance with this Agreement, or which is generated as a result of - or in connection with the Program. - - IV. Nondisclosure Obligations - - Each party considers all of its Confidential Information and - Intellectual Property to be propriety. All of the disclosing party's - Confidential Information and Intellectual Property shall at all times, - and throughout the world, remain the property of the disclosing party - exclusively, and all applicable rights in patents, copyrights and - trade secrets shall remain in the disclosing party exclusively. The - receiving party promises and agrees to - - 32 - - - receive and hold the Confidential Information and Intellectual - Property in confidence. - - Without limiting the generality of the foregoing, the receiving party - further promises and agrees: (a) to protect and safeguard the - Confidential Information and Intellectual Property against - unauthorized use, publication or disclosure; (b) not to use any of the - Confidential Information and Intellectual Property except for the - Program; (c) not to, directly or indirectly, in any way, reveal, - report, publish, disclose, transfer or otherwise use any of the - Confidential Information and Intellectual Property except as - specifically authorized by disclosing party in accordance with this - Agreement. (d) not to use any Confidential Information and - Intellectual Property to compete or obtain advantage vis a vis - disclosing party in any commercial activity contemplated by the - parties in connection with the Program; (e) to restrict access to the - Confidential Information and Intellectual Property to those of its - officers, directors, and employees who clearly need such access to - carry out the Program; (f) to advise each of the persons to whom it - provides access to any of the Confidential Information and - Intellectual Property, that such persons are strictly prohibited from - making any use, publishing or otherwise disclosing to others, or - permitting others to use for their benefit or to the detriment of - disclosing party, any of the Confidential Information and Intellectual - Property, and, upon request of disclosing party, to provide disclosing - party with a copy of a written agreement to that effect signed by such - persons; and (g) to comply with any reasonable security measures - requested in writing by disclosing party. - - V. No Right to Confidential Information and Intellectual Property - - Each party hereby agrees and acknowledges that no license, either - express or implied, is hereby granted with respect to any of the - Confidential Information and Intellectual Property. Each party - further agrees that all inventions, improvements, copyrightable works - and designs relating to machines, methods, compositions, or products - of disclosing party directly resulting from or relating to the - Confidential Information and Intellectual Property and the right to - market, use, license and franchise the Confidential Information and - Intellectual Property or the ideas, concepts, methods or practices - embodied therein shall be the exclusive property of the disclosing - party, and the receiving party has no right or title thereto. - - VI. No Solicitation of Employees - - 33 - - - Each party agrees that it will not, for a period of three (3) years - from the date of this Agreement, initiate contact with the other - party's employees in order to solicit, entice or induce any such - employee to terminate their employment effective during the term of - this Agreement for the purpose of accepting employment with the other - party. - - VII. Enforcement - - Each party acknowledges and agrees that damages may not be an - adequate remedy to compensate the other party for any breach of the - obligations contained in this Agreement and, accordingly, agrees, - that in addition to any other remedies available, the disclosing - party shall be entitled to obtain relief by way of temporary or - permanent injunction to enforce the obligations contained in this - Agreement. - - VIII. Indemnity - - Each party agrees to indemnify and save harmless the other party - against any and all losses, damages, claims, or expenses incurred or - suffered as a result of the other party's breach of this Agreement. - - IX. Term and Termination. - - This Agreement shall commence on the date first written above and - shall automatically terminate three (3) years thereafter; however, - either party may terminate this Agreement at any time prior thereto - upon thirty (30) days prior written notice to the other party. Each - party's obligations with respect to each item of the Confidential - Information and Intellectual Property which it learns or receives - from the other prior to the date of termination of the Agreement - shall terminate three (3) years after the date of disclosure of such - time of Confidential Information and Intellectual Property. - Immediately after termination of this Agreement, each party shall - return to the other party all of the other party's Confidential - Information and Intellectual Property which was disclosed in, or is - then represented in, tangible form. - - X. Severability - - Each clause in this Agreement is severable from the others and should - any of the clauses be unenforceable, then the remainder of the - Agreement shall continue in full force and effect notwithstanding the - unenforceability of any clause. If any part of this Agreement shall - be declared invalid or - - 34 - - - unenforceable by a court of competent jurisdiction, it shall not - affect the validity of the balance of this Agreement. - - XI. Successors and Assigns. - - Neither party shall have the right to assign its rights under this - Agreement, whether expressly or by operation of law, without the - written consent of the other party. This Agreement and the - obligations hereunder shall be binding on any successors and - permitted assigns. - - XII. Governing Law. - - This Agreement shall be governed by and construed in accordance with - the laws of the Province of New Brunswick. - - XIII. Entire Agreement - - The terms and conditions herein constitute the entire agreement and - understanding of the parties and shall supersede all communications, - negotiations, arrangements and agreements, either oral or written, - with respect to the subject matter hereof. No amendments to or - modifications of this Agreement shall be effective unless reduced to - writing and executed by the Parties hereto. The failure of either - party to enforce any term hereof shall not be deemed a waiver of any - rights contained herein. - - IN WITNESS WHEREOF the parties hereto have executed these presents as -of the day and year first hereinbefore written. - -SIGNED, SEALED and DELIVERED ) - in the presence of ) ImagicTV Inc. - ) - ) per_______________________ - ) - ) NBTel Inc. - ) - ) per_______________________ - ) - - 35 - diff --git a/contract-nli/contract nli in txt/1125576_0000928385-02-000738_dex991d2.txt b/contract-nli/contract nli in txt/1125576_0000928385-02-000738_dex991d2.txt deleted file mode 100644 index 00a349d2b9b6d605a109724095d838edb91d98fe..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1125576_0000928385-02-000738_dex991d2.txt +++ /dev/null @@ -1,96 +0,0 @@ - - - HAWKER PACIFIC AEROSPACE - - AGREEMENT FOR NON-USE AND NON-DISCLOSURE OF - CONFIDENTIAL INFORMATION - - This Agreement is entered into as of February 28, 2002, by and between -HAWKER PACIFIC AEROSPACE ("HPAC") and LUFTHANSA TECHNIK AG ("LHT"). - -1. LHT agrees not to disclose, except to its employees and consultants with a - need to know, and not to use, except for the purposes set forth herein, any - information received from HPAC under this Agreement, whether or not it is - oral, written or in any other medium and whether or not it is marked as - Confidential or Proprietary, and all notes, copies, analyses, compilations, - studies, or interpretations that utilize such information, or are prepared, - based on, or derived from such information (collectively, the "Confidential - Information"). The Confidential Information shall also include any - information provided by HPAC to LHT in connection with the possible business - combination being considered by the parties prior to the date of this - Agreement. The Confidential Information shall be provided for the purposes - of discussions on a possible business combination. - -2. LHT agrees to prevent the unauthorized disclosure or use of Confidential - Information received hereunder using the same degree of care employed to - protect its own confidential information, but in no event less than a - reasonable standard of care. - -3. Nothing herein shall be construed to obligate HPAC to disclose any - Confidential Information to LHT, or as granting a license to any - Confidential Information disclosed. HPAC makes no representation or warranty - regarding the completeness or accuracy of any Confidential Information - disclosed. All Confidential Information provided by HPAC and any copies made - thereof shall remain the sole property of HPAC and shall be returned or - destroyed, at the option of HPAC, upon three (3) days' written notice to - LHT. Return or destruction of the Confidential Information and any copies - made thereof shall not relieve LHT of its obligations hereunder. - -4. The above restrictions shall not apply to Confidential Information which (a) - is in the public domain or is properly in the possession of the LHT without - restriction at the time of receipt hereunder; (b) subsequently enters the - public domain without breach hereof by LHT; (c) is lawfully received from a - third party without restriction on disclosure; (d) is independently - developed by LHT's personnel who have not had direct or indirect access to - or knowledge of the Confidential Information; (e) is used or disclosed with - the prior written approval of HPAC; and (f) is obligated to be produced - under order of a court of competent jurisdiction (provided that the LHT - gives adequate notice of such pending order to HPAC so that HPAC can seek a - protective order or other appropriate remedy). If the above exclusions apply - to only a portion of the Confidential Information, then only that portion - shall be excluded from the restrictions contained herein. - -5. This Agreement shall not be assigned by either party without the express - written consent of the other party; however, either party may assign this - Agreement to its respective successors in interest. This Agreement - constitutes the entire understanding between the parties with respect to the - subject matter hereof, and may be modified only by a written amendment - signed by both parties. LHT agrees to comply with all governmental - regulations applicable to the Confidential Information, including federal - and state securities laws and US Export Control Laws and Regulations. - -6. LHT acknowledges that HPAC will be irreparably harmed if LHT's obligations - are not specifically enforced, and that no adequate legal remedy exists for - breach thereof. LHT agrees that HPAC shall be entitled to obtain injunctive - relief, in addition to any other remedies available. Reasonable attorney's - fees and costs shall be awarded to HPAC in the event of litigation in which - HPAC prevails involving the enforcement or interpretation of this Agreement. - - 1 - - - -7. This Agreement shall be governed by the laws of the United States and the - State of California, excluding its conflict of laws rules. - - - - LUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE - - /s/ KNUT WISZNIEWSKI /s/ JAMES R. BENNETT - ---------------------------------- ---------------------------------- -By: Knut Wiszniewski By: James R. Bennett - ---------------------------------- ---------------------------------- -Its: Director of Finance Its: Chief Financial Officer and - ---------------------------------- Secretary - ---------------------------------- -
- - /s/ PETRA FELLHOELTER - ----------------------------------- -By: Petra Fellhoelter - ---------------------------------- -Its: Senior Manager of Finance - ---------------------------------- - - 2 \ No newline at end of file diff --git a/contract-nli/contract nli in txt/1125892_0000950133-00-004441_w41075a1ex10-7.txt b/contract-nli/contract nli in txt/1125892_0000950133-00-004441_w41075a1ex10-7.txt deleted file mode 100644 index 19c5277f88e2edc4d108b3c4dde1d546b38d2df7..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1125892_0000950133-00-004441_w41075a1ex10-7.txt +++ /dev/null @@ -1,364 +0,0 @@ - - NONDISCLOSURE AGREEMENT - - 63 - Annex D - - MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT - (STANDARD RECIPROCAL) - - This Non-Disclosure Agreement (the "Agreement") is made and entered into -as of the later of the two signature dates below by and between MICROSOFT -CORPORATION, a Washington corporation ("Microsoft"), and STARBAND -COMMUNICATIONS INC./DELAWARE corporation ("Company"). - - IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS -AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES -HERETO AGREE AS FOLLOWS: - -1. Definition of Confidential Information and Exclusions. - - (a) "Confidential Information" means nonpublic information that a -party to this Agreement ("Disclosing Party") designates as being confidential -to the party that receives such information ("Receiving Party") or which, -under the circumstances surrounding disclosure ought to be treated as -confidential by the Receiving Party. "Confidential Information" includes, -without limitation, information in tangible or intangible form relating to -and/or including released or unreleased Disclosing Party software or hardware -products, the marketing or promotion of any Disclosing Party product, -Disclosing Party's business policies or practices, and information received -from others that Disclosing Party is obligated to treat as confidential. -Except as otherwise indicated in this Agreement, the term "Disclosing Party" -also includes all Affiliates of the Disclosing Party and, except as otherwise -indicated, the term "Receiving Party" also includes all Affiliates of the -Receiving Party. An "Affiliate" means any person, partnership, joint venture, -corporation or other form of enterprise, domestic or foreign, including but -not limited to subsidiaries, that directly or indirectly, control, are -controlled by, or are under common control with a party. - - (b) Confidential Information shall not include any information, -however designated, that: (i) is or subsequently becomes publicly available -without Receiving Party's breach of any obligation owed Disclosing Party; (ii) -became known to Receiving Party prior to Disclosing Party's disclosure of such -information to Receiving Party pursuant to the terms of this Agreement; (iii) -became known to Receiving Party from a source other than Disclosing Party -other than by the breach of an obligation of confidentiality owed to -Disclosing Party; (iv) is independently developed by Receiving Party; or (v) -constitutes Feedback (as defined in Section 5 of this Agreement). - -2. Obligations Regarding Confidential Information - - (a) Receiving Party shall: - - (i) Refrain from disclosing any Confidential Information of - the Disclosing Party to third parties for two (2) years - following the date that Disclosing Party first discloses - such Confidential Information to Receiving Party, except - as expressly provided in Sections 2(b) and 2(c) of this - Agreement; - - (ii) Take reasonable security precautions, at least as great as - the precautions it takes to protect its own confidential - information, but no less than reasonable care, to keep - confidential the Confidential Information of the - Disclosing Party; - - (iii) Refrain from disclosing, reproducing, summarizing and/or - distributing Confidential Information of the Disclosing - Party except in pursuance of Receiving Party's business - relationship with Disclosing Party, and only as otherwise - provided hereunder; and - - (iv) Refrain from reverse engineering, decompiling or - disassembling any software code and/or pre-release - hardware devices disclosed by Disclosing Party to - Receiving Party under the terms of this Agreement, except - as expressly permitted by applicable law. - - (b) Receiving Party may disclose Confidential Information of -Disclosing Party in accordance with a judicial or other governmental order, -provided that Receiving Party either (i) gives the undersigned Disclosing -Party reasonable notice prior to such disclosure to allow Disclosing Party a -reasonable opportunity to seek a protective order or - -[*] Certain information on this page has been omitted and filed separately with - the Commission. Confidential treatment has been requested with respect to - the omitted portions. - 64 - - -equivalent, or (ii) obtains written assurance from the applicable judicial or -governmental entity that it will afford the Confidential Information the -highest level of protection afforded under applicable law or regulation. -Notwithstanding the foregoing, the Receiving Party shall not disclose any -computer source code that contains Confidential Information of the Disclosing -Party in accordance with a judicial or other governmental order unless it -complies with the requirement set forth in sub-section (i) of this Section -2(b). - - (c) The undersigned Receiving Party may disclose Confidential -Information only to Receiving Party's employees and consultants on a -need-to-know basis. The undersigned Receiving Party will have executed or -shall execute appropriate written agreements with third parties sufficient to -enable Receiving Party to enforce all the provisions of this Agreement. - - (d) Receiving Party shall notify the undersigned Disclosing Party -immediately upon discovery of any unauthorized use or disclosure of -Confidential Information or any other breach of this Agreement by Receiving -Party and its employees and consultants, and will cooperate with Disclosing -Party in every reasonable way to help Disclosing Party regain possession of -the Confidential Information and prevent its further unauthorized use or -disclosure. - - (e) Receiving Party shall, at Disclosing Party's request, return all -originals, copies, reproductions and summaries of Confidential Information -and all other tangible materials and devices provided to the Receiving Party -as Confidential Information, or at Disclosing Party's option, certify -destruction of the same. - - 3. Remedies - - The parties acknowledge that monetary damages may not be a sufficient -remedy for unauthorized disclosure of Confidential Information and that -Disclosing Party shall be entitled, without waiving any other rights or -remedies, to such injunctive or equitable relief as may be deemed proper by a -court of competent jurisdiction. - -4. Miscellaneous - - (a) All Confidential Information is and shall remain the property of -Disclosing Party. By disclosing Confidential information to Receiving Party, -Disclosing Party does not grant any express or implied right to Receiving -Party to or under any patents, copyrights, trademarks, or trade secret -information except as otherwise provided herein. Disclosing Party reserves -without prejudice the ability to protect its rights under any such patents, -copyrights, trademarks, or trade secrets except as otherwise provided herein. - - (b) In the event that the Disclosing Party provides any computer -software and/or hardware to the Receiving Party as Confidential Information -under the terms of this Agreement, such computer software and/or hardware may -only be used by the Receiving Party for evaluation and providing Feedback (as -defined in Section 5 of this Agreement) to the Disclosing Party. Unless -otherwise agreed by the Disclosing Party and the Receiving Party, all such -computer software and/or hardware is provided "AS IS" without warranty of any -kind, and Receiving Party agrees that neither Disclosing Party nor its -suppliers shall be liable for any damages whatsoever arising from or relating -to Receiving Party's use or inability to use such software and/or hardware. - - (c) The parties agree to comply with all applicable international and -national laws that apply to (i) any Confidential Information, or (ii) any -product (or any part thereof), process or service that is the direct product -of the Confidential Information, including the U.S. Export Administration -Regulations, as well as end-user, end-use and destination restrictions issued -by U.S. and other governments. For additional information on exporting -Microsoft products, see http://www.microsoft.com/exporting/. - - (d) The terms of confidentiality under this Agreement shall not be -construed to limit either the Disclosing Party or the Receiving Party's right -to independently develop or acquire products without use of the other party's -Confidential Information. Further, the Receiving Party shall be free to use -for any purpose the residuals resulting from access to or work with the -Confidential Information of the Disclosing Party, provided that the Receiving -Party shall not disclose the Confidential Information except as expressly -permitted pursuant to the terms of this Agreement. The term "residuals" means -information in intangible form, which is retained in memory by persons who -have had access to the - - 2 - 65 - - -Confidential Information, including ideas, concepts, know-how or techniques -contained therein. The Receiving Party shall not have any obligation to limit -or restrict the assignment of such persons or to pay royalties for any work -resulting from the use of residuals. However, this sub-paragraph shall not be -deemed to grant to the Receiving Party a license under the Disclosing Party's -copyrights or patents. - - (e) This Agreement constitutes the entire agreement between the -parties with respect to the subject matter hereof. It shall not be modified -except by a written agreement dated subsequent to the date of this Agreement -and signed by both parties. None of the provisions of this Agreement shall be -deemed to have been waived by any act or acquiescence on the part of -Disclosing Party, the Receiving Party, their agents, or employees, but only by -an instrument in writing signed by an authorized employee of Disclosing Party -and the Receiving Party. No waiver of any provision of this Agreement shall -constitute a waiver of any other provision(s) or of the same provision on -another occasion. - - (f) If either Disclosing Party or the Receiving Party employs -attorneys to enforce any rights arising out of or relating to this Agreement, -the prevailing party shall be entitled to recover reasonable attorneys' fees -and costs. This Agreement shall be construed and controlled by the laws of the -State of Washington, and the parties further consent to exclusive jurisdiction -and venue in the federal courts sitting in King County, Washington, unless no -federal subject matter jurisdiction exists, in which case the parties consent -to the exclusive jurisdiction and venue in the Superior of King County, -Washington. Company waives all defenses of lack of personal jurisdiction and -forum non conveniens. Process may be served on either party in the manner -authorized by applicable law or court rule. - - (g) This Agreement shall be binding upon and inure to the benefit of -each party's respective successors and lawful assigns; provided, however, that -neither party may assign this Agreement (whether by operation of law, sale of -securities or assets, merger or otherwise), in whole or in part, without the -prior written approval of the other party. Any attempted assignment in -violation of this Section shall be void. - - (h) If any provision of this Agreement shall be held by a court of -competent jurisdiction to be illegal, invalid or unenforceable, the remaining -provisions shall remain in full force and effect. - - (i) Either party may terminate this Agreement with or without cause -upon ninety (90) days prior written notice to the other party. All sections of -this Agreement relating to the rights and obligations of the parties -concerning Confidential Information disclosed during the term of the Agreement -shall survive any such termination. - -5. Suggestions and Feedback - - The Receiving Party may from time to time provide suggestions, comments -or other feedback ("Feedback") to the Disclosing Party with respect to -Confidential Information provided originally by the Disclosing Party. Both -parties agree that all Feedback is and shall be given entirely voluntarily. -Feedback, even if designated as confidential by the party offering the -Feedback, shall not, absent a separate written agreement, create any -confidentiality obligation for the receiver of the Feedback. Furthermore, -except as otherwise provided herein or in a separate subsequent written -agreement between the parties, the receiver of the Feedback shall be free to -use, disclose, reproduce, license or otherwise distribute, and exploit the -Feedback provided to it as it sees fit, entirely without obligation or -restriction of any kind on account of intellectual property rights or -otherwise. - - IN WITNESS WHEREOF, the parties hereto have executed this Agreement. - - - - COMPANY: STARBAND COMMUNICATIONS INC. MICROSOFT CORPORATION - Address: 1760 Old Newton Rd. One Microsoft Way - McLean, VA 22102 Redmond, WA 98052-6399 - - By: /s/ DAVID C. TRACHTENBERG By: /s/ JAMES L. KRAMER - --------------------------------------- --------------------------------------- - Name: DAVID C. TRACHTENBERG Name: James L. Kramer - ------------------------------------- ------------------------------------- - Title: PRESIDENT & CHIEF MARKETING OFFICER Title: Director - ------------------------------------ ------------------------------------ - Date: October 20, 2000 Date: November 11, 2000 - ------------------------------------- ------------------------------------- -
- - 3 - 66 - - - - - ANNEX E - - TERMINATION AGREEMENT - - - - - - 67 - - - - TERMINATION AGREEMENT - - -Reference is hereby made to the Performance Guarantee Agreement by Gilat -Satellite Networks, Ltd. ("Gilat") dated February 15, 2000 ("Performance -Guarantee") a copy of which is annexed hereto as Exhibit 1 and the Agreement -Relating to Gilat Supply Agreements annexed hereto as Exhibit 2 ("Back to Back -Agreement"). - -WHEREAS, the Parties below desire to terminate the Back to Back Agreement in its -entirety and, with respect to the Performance Guarantee, to terminate Gilat's -obligations thereunder except for certain obligations specified herein, and - -WHEREAS, Gilat agrees to continue to warrant to the Microsoft Network LLC -("MSN") that the USB-CPE supplied by Gilat to StarBand Communications Inc. -("StarBand") shall conform to the agreed specifications set forth in the CPE -Plan attached to the Amended and Restated Broadband Access Services Supply -Agreement dated October 20, 2000, between MSN and Starband ("MSN Supply -Agreement") (capitalized terms not herein defined shall have the same meaning as -set forth in the MSN Supply Agreement). - -NOW THEREFORE, the parties hereto agree as follows: - -1. The Back to Back Agreement is hereby terminated effective on the date - appearing below and shall have no further force or effect. - -2. Gilat's obligations under the Performance Guarantee are hereby terminated - effective as of the date appearing below and shall have no further force - or effect, provided, however, that Gilat's obligations under the - Performance Guarantee shall continue in full force and effect solely with - respect to the provisions of Article VI of the Investment Agreement by - and among Spacenet, Inc., Gilat-To-Home, Inc., Microsoft G-Holdings, - Inc., and Microsoft Corporation dated February 15, 2000, as amended by - the Effectiveness Agreement by and among Gilat, Gilat-To-Home, Inc., - Spacenet, Inc., Microsoft G-Holdings., Inc., EchoStar Communications - Corporation, Furman Selz Investors II L.P., FS Employee Investors LLC and - FS Parallel Fund L.P., dated March 30, 2000, and as further amended by - the Assignment and Amendment and the Second Assignment and Amendment, - both dated August 2000. - -3. Gilat warrants to MSN that it shall for the entire term of the MSN Supply - Agreement cause the USB-CPE supplied by it to Starband to be in strict - conformity with the agreed specifications set forth in the CPE Plan - attached to the MSN Supply Agreement. - -This Agreement may be executed in one or more counterparts, each of which shall -be deemed an original, and all of which shall constitute one and the same -agreement. - - - 68 - -IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly -executed by its duly authorized officer on this 20th day of October, 2000. - -SPACENET INC. - -By: /s/ SHELDON REVKIN - --------------------------------- -Name: -Title: - - -STARBAND COMMUNICATIONS INC. -(FORMERLY GILAT-TO-HOME INC.) - -By: /s/ ZUR FELDMAN - --------------------------------- -Name: -Title: - -GILAT SATELLITE NETWORK LTD. - -By: /s/ YOEL GAT - --------------------------------- -Name: -Title: - - -MICROSOFT G-HOLDINGS INC. - -By: /s/ JON DEVAAN - --------------------------------- -Name: -Title: - - -MICROSOFT CORPORATION - -By: TED KUMMART - --------------------------------- -Name: -Title: VP - - diff --git a/contract-nli/contract nli in txt/1138169_0001050234-02-000002_ex10h.txt b/contract-nli/contract nli in txt/1138169_0001050234-02-000002_ex10h.txt deleted file mode 100644 index ba81863c02daa02ea7c7d832b0b591ce1058c448..0000000000000000000000000000000000000000 --- a/contract-nli/contract nli in txt/1138169_0001050234-02-000002_ex10h.txt +++ /dev/null @@ -1,165 +0,0 @@ -Cyberlux Corporation - and - International Consolidated Technologies - MUTUAL NON DISCLOSURE AGREEMENT - - This Mutual Non-Disclosure Agreement (the "Agreement") is made and entered -into this 30th day of November, 2001 by and between Cyberlux Corporation -("Cyberlux") with it principal place of business located at 50 Orange Road, PO -Box 2010, Pinehurst, NC 28370 and International Consolidated Technologies -("ICT"), with its principal place of business located at 400 West Delaware -Casey, IL 62420. - - WHEREAS, Cyberlux and ICT intend to enter into discussions concerning a -business relationship whereby ICT will provide Cyberlux with certain services; - - NOW, THEREFORE, the parties hereto agree as follows: - -1. PROPRIETARY INFORMATION. For purposes of this Agreement, "Proprietary -Information" shall mean written, documentary or oral information of any kind -disclosed by Cyberlux or ICT to the other and designated as proprietary -information, including, but not limited to, (a) information of a business, -planning, marketing or technical nature, (b) models, tools, hardware and -software, and (c) any documents, reports, memoranda, notes, files or analyses -prepared by or on behalf of the receiving party that contain, summarize or are -based upon any Proprietary Information, provided that "Proprietary Information" -shall not include information which: - - (i) is publicly available prior to the date of this Agreement; - - (ii) becomes publicly available after the date of this Agreement trough no - wrongful act of the receiving party; - - (iii) is furnished to others by the disclosing party without similar - restrictions on their right to use or disclose; - - (iv) is known by the receiving party without any proprietary restrictions - at the time of receipt of such information from the disclosing party or - becomes rightfully known to the receiving party without proprietary - restrictions from a source other than the disclosing party; - - (v) is independently developed by the receiving party by persons who did - not have access, directly or indirectly, to the proprietary Information; or - - -/1/ - - - (vi) is obligated to be produced under order of a court of competent - jurisdiction or a valid administrative or congressional subpoena, provided - that the receiving party promptly notifies the disclosing party of such - event so that the disclosing party may seek an appropriate protective order - or waive compliance by the receiving party with the terns of this - Agreement. - -2. CONFIDENTIALITY - a. The receiving party shall protect all of the disclosing party's - Proprietary Information as confidential information and, except with the - prior written consent of the disclosing party or as otherwise specifically - provided herein, shall. not disclose, copy or distribute such Proprietary - Information to any other individual, corporation or entity for a period of - three (3) years from the date of disclosure. - - b. Except in connection with any joint project between Cyberlux and ICT, - the receiving party shall not make any use of the disclosing party's - Proprietary Information for is own benefit or for the benefit of any other - individual, corporation or entity. - - c. The receiving party shall not disclose all or any part of the - disclosing party's Proprietary Information to any affiliates, agents, - officers, directors, employees or representatives (collectively, - "Representatives") of the receiving party except on a need-to-know basis. - The receiving party agrees to inform any of its Representatives who receive - the disclosing parts Proprietary Information of the confidential and - proprietary nature thereof and of such Representative's obligations with - respect to the maintenance of such Proprietary Information in conformance - with the terms of this Agreement. - - d. Each party shall maintain the other party's Proprietary Information - with at least the same degree of care each party uses to maintain its own - proprietary information. Each party represents that such degree of care - provides adequate protection for its own proprietary information. - - e. The receiving party shall immediately advise the disclosing party in - writing of any misappropriation or misuse by any person of the disclosing - party's Proprietary Information of which the receiving party is aware. - - f. Any documents or materials that are furnished by or on behalf of the - disclosing party, and all other Proprietary Information in whatever form, - including documents, reports, memoranda, notes, files or analyses prepared - by or on behalf of the receiving party, including all copies of such - materials, shall be promptly returned by the receiving party to the - disclosing party upon written request by the disclosing party for any - reason. - - 2 - - - -3. NO LICENSES OR WARRANTIES. No license to the receiving party under any -trade secrets or patents or otherwise with respect to any of the Proprietary -Information is granted or implied by conveying proprietary Information or other -information to such party, and none of the information transmitted or exchanged -shall constitute any representation, warranty, assurance, guaranty or inducement -with respect to the infringement of patents or other rights of others. - -4. REMEDY FOR BREACH. Each receiving party acknowledges that the Proprietary -Information of the disclosing party is central to the disclosing party's -business and was developed by or for the disclosing party at a significant cost. -Each receiving party further acknowledges that damages would not be an adequate -remedy for any breach of this Agreement by the receiving party or its -Representatives and that the disclosing party may obtain injunctive or other -equitable relief to remedy or prevent any breach or threatened breach of this -Agreement by the receiving party or any of its Representatives. Such remedy -shall not be deemed to be the exclusive remedy for .any such breach of this -Agreement, but shall be in addition to all other remedies available at law or in -equity to the disclosing party. - -5. MISCELLANEOUS. - - a. This Agreement contains the entire understanding between Cyberlux and - ICT and supersedes all prior written and oral understandings relating to - the subject hereof. This Agreement may not be modified except by a writing - signed by both parties. - - b. The construction, interpretation and performance of this Agreement, as - well as the legal relations of the parties arising hereunder, will be - governed by and construed in accordance with the laws of the State of North - Carolina. - - e. It is understood and agreed that no failure or delay by either - Cyberlux or ICT in exercising any right, power or privilege hereunder shall - operate as a waiver thereof, nor shall any single or partial exercise - thereof preclude any other or further exercise thereof or the exercise of - any other right, power or privilege hereunder. No waiver of any terms or - conditions of this Agreement shall be deemed to be a waiver of any - subsequent breach of any term or condition. All waivers must be in writing - and signed by the party sought to be bound - - d. If any part of this Agreement shall be held unenforceable, the - remainder of this Agreement will nevertheless remain in full force and - effect. - - 3 - - - - IN WITNESS WHEREOF, each of the parties of this Agreement has caused this -Agreement to be signed in its name and on its behalf by its representative -thereunto duly authorized as of the day and year first above written. - - - Cyberlux Corporation - - By: /s/ Donald F. Evans - ---------------------- - Donald F. Evans - President - - - International Consolidated Technologies - - By: /s/ Jim Goble 12/12/01 - ---------------------------- - Jim Goble - Engineering and Tooling Manager \ No newline at end of file diff --git a/contract-nli/dev.json b/contract-nli/dev.json deleted file mode 100644 index 226dbfc9235dec876d9f1149d41e71ace215ef85..0000000000000000000000000000000000000000 --- a/contract-nli/dev.json +++ /dev/null @@ -1,27387 +0,0 @@ -{ - "documents": [ - { - "id": 3, - "file_name": "09-24-2019-04-25-05-3914910473.pdf", - "text": "OISAIR PROJECT\nTWO-WAY CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\n(TO BE SIGNED ELECTRONICALLY THROUGH THE INNOVAIR PLATFORM)\nThis Confidentiality and Non-Disclosure Agreement (hereinafter referred to as the \u201cAgreement\u201d) dated \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (\u201cEffective Date\u201d) is made by and between:\n1) with registered offices located in \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026, Tax registration No \u2026\u2026\u2026, represented by \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.., in the legal capacity as \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. Hereinafter referred to as \u201c\u2026\u2026\u2026\u2026\u2026\u2026..\u201d\n2) with registered offices located in \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. Tax registration No. \u2026\u2026\u2026\u2026\u2026, represented by \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026., in the legal capacity as \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. Hereinafter referred to as \u201c\u2026\u2026\u2026\u2026\u2026\u2026..\u201d\nThe above parties hereinafter collectively referred to as the \u201cParties\u201d and individually as a \u201cParty\u201d.\nWHEREAS\nThe Parties are willing to exchange Confidential Information in the form of certain scientific, technical and commercial information, that will include confidential and proprietary material relating to \u2026\u2026\u2026\u2026\u2026\u2026\u2026 (the \u201cField\u201d) and the Receiving Party may use this Confidential Information for the sole consideration of assessing whether to enter into a potential or proposed business collaboration with the Disclosing Party for the joint development of the technology \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (the \u201cPermitted Purpose\u201d) subject to the terms and conditions of this Agreement.\nIT IS AGREED as follows:\n1. Definition and interpretation\nIn this Agreement, the following terms will have the respective meanings:\n\u201cConfidential Information\u201d shall mean scientific, research, technical or business information pertaining to the Field, including but not limited to inventions; know-how; trade secrets; techniques; processes; designs; drawings; product designs; formulae and analysis; and any business information, including but not limited to price lists; customer lists; cost analyses; reports; surveys, market information and data.\nIn respect of Confidential Information disclosed in documentary form, model or any other tangible form, this shall be marked by the Disclosing Party as confidential or otherwise designated to show expressly or by necessary implication that it is imparted in confidence. Any Confidential Information disclosed by the Disclosing Party or its Representatives orally or visually, shall be identified as such prior to disclosure and summarized in a writing provided by the Disclosing Party to the Receiving Party within thirty (30) days of the date of initial disclosure. In case of disagreement regarding said summary, the Receiving Party shall make any objections in writing within thirty (30) days of receipt of the written summary.\n\u201cDisclosing Party\u201d shall mean the Party that discloses Confidential Information directly or indirectly to the Receiving Party in relation to this Agreement.\n\u201cReceiving Party\u201d shall mean the Party that receives the Confidential Information directly or indirectly from the Disclosing Party.\n\u201cRepresentatives\u201d shall mean directors, employees, professional advisors or anyone involved with the Party in a professional or business capacity.\n2. Exclusions\nThe obligation of confidentiality set out in this Agreement shall not apply to any Confidential Information that:\na) was known to the Receiving Party prior to such disclosure by the Disclosing Party, as evidenced by documentary or other physical evidence;\nb) was public knowledge at the time of such disclosure to the Receiving Party, or becomes public knowledge after such disclosure, through no action or omission by or on behalf of the Receiving Party;\nc) is lawfully disclosed or made available to the Receiving Party by a third party having no obligation to the Disclosing Party to maintain the confidentiality of such information;\nd) was independently developed or derived by the Receiving Party without the aid, application or use of information furnished by the Disclosing Party, as evidenced by documentary or other physical evidence;\ne) is disclosed with the written consent of the Disclosing Party;\nf) is required to be disclosed by the order of a governmental agency or legislative body or a court of competent jurisdiction.\n3. Obligations of confidentiality and non-use\nThe Receiving Parties undertake and agree:\na) To take proper and reasonable measures to ensure the secrecy of the Confidential Information;\nb) Not to disclose, or allow it to be disclosed, in whole or in part to any third party without the prior written consent of the Disclosing Party\nc) Not to use, in whole or in part, the Confidential Information for anything other than the Permitted Purpose.\nd) Not to use the Confidential Information for their own commercial use or for that of any other person or party, without prior written consent by the Disclosing Party;\ne) Not to make copies of the Confidential Information in any format without prior written authorisation by the Disclosing Party;\nf) Not to alter, modify, disassemble, reverse engineer or decompile any Confidential Information;\ng) Not to apply for any patent or trademark which could include any Confidential Information.\n4. Disclosure to Representatives\nThe Parties shall use at least the same degree of care as the Receiving Party normally exercises to protect its own information of like character and importance, but in no event less than reasonable care. The Receiving Party undertakes to permit access to the Confidential Information only to its Representatives or employees who require access to such Information solely for the fulfilment of the Permitted Purpose, and furnished on a need-to-know basis and only on the condition that such persons are made aware of the terms of this Agreement and their obligations therein, along with the Disclosing Party\u2019s rights to the Confidential Information. The Receiving Party shall be responsible for ensuring its Representatives comply with the terms of this Agreement.\n5. Return of information and property\nThe Receiving Party acknowledges and agrees that the Confidential Information is and remains the property of the Disclosing Party. The Receiving party must, at the end of this Agreement or within seven days following written instruction by the Disclosing Party to do so, return or destroy all Confidential Information in the Receiving Party's possession, custody or control. The Receiving Party may retain one (1) copy of any such Confidential Information to be stored securely with its legal representative only if required for regulatory or insurance purposes, but in this event the confidentiality and non-use provisions in this Agreement remain in place with respect to such retained Confidential Information. The return or destruction of any Confidential Information will not diminish or otherwise affect any other obligations under this Agreement.\n6. No implied rights\nThis Agreement shall not grant, nor be construed to grant any rights whatsoever beyond the scope of the Permitted Purpose of the Confidential Information to the Receiving Party. This includes, but it not limited to any license, patent or copyright. No warranty, express or implied, is given as to the accuracy or completeness of any Confidential Information provided by the Disclosing Party.\n7. No obligation\nThis Agreement imposes no contractual obligation to any Party to enter into any separate business collaboration for the development of the Field or associated technology. The Disclosing Party is not obliged to disclose any Confidential Information to the Receiving Party and the Receiving Party shall have the right to refuse to accept any information prior to any disclosure.\n8. Breach\nIn the event of a breach or threatened breach of the terms of this Agreement by the Receiving Party, the Disclosing Party will be entitled to seek an injunction (final or interlocutory) restraining the Receiving Party from committing a breach, or further breach, of this Agreement without the requirement to demonstrate any actual damage sustained by the Disclosing Party.\n9. Integration\nThis Agreement constitutes the entire understanding between the Parties concerning the treatment of information to which this Agreement relates. No modification of this Agreement shall be binding on either Party unless agreed in writing and signed by all the Parties.\n10. Duration\nThis Agreement shall terminate 5 (five) years after the Effective Date (the \u201cTermination Date\u201d). Notwithstanding this, any Party may terminate its involvement with this Agreement by giving 30 (thirty) days written notice (registered letter with proof of receipt) to the other Parties. Termination of this Agreement shall not affect any obligation imposed by this Agreement with respect to Confidential Information disclosed prior to termination, the obligations of non-use and non-disclosure of Confidential Information shall survive for 3 (three) years from the date of disclosure of the Confidential Information. After the term of this Agreement has ended, the Disclosing Party does not relinquish any other rights that it may have under copyright, patent, or other intellectual property laws.\n11. Agreement in counterparts\nThis Agreement shall be executed in three identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the same agreement when a duly authorised representative of each Party has signed all the counterparts.\n12. Applicable Law and Jurisdiction\nThis Agreement shall be governed by and construed in accordance with the Laws of the Republic of Italy without regard to Italy\u2019s conflicts of law rules. Any disputes or claim arising out of or in connection with this Agreement shall be submitted to the sole competence and jurisdiction of the ordinary Courts of Trieste.\n13. Successor and assigns\nThe Parties agree that this Agreement and any subsequent amendments shall be binding on their successors in title and assigns, and undertake the necessary steps to ensure they are so bound.\n14. Third parties\nThis Agreement does not create any right enforceable by any person not a Party to it.\n15. Communications\nAny notice or other communication made or given by any Party in connection with this Agreement shall be sent via fax (with confirmation) or by registered or certified mail or courier service addressed to the other Party at its address set forth below:\n\n
\nFor the attention of\n\n\n
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33, - 36 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.oisair.net/uploads/pages/09-24-2019-04-25-05-3914910473.pdf" - }, - { - "id": 7, - "file_name": "1438076025NDA_28072015%20-%20AHPL.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on the _________ day of _______________ 2015 between _________________________________________, a company incorporated in the Republic of Singapore and having its registered office at ______________________________________________________________, (hereinafter referred to as \u201cthe Company\u201d) of the one part and ALEXANDRA HEALTH PTE LTD, a company incorporated in the Republic of Singapore and having its registered office at 90 YISHUN CENTRAL SINGAPORE 768828 (hereinafter referred to as \u201cAHPL\u201d) of the other part.\nWHEREAS:\n(A) The parties, for their mutual benefit, may have exchanged and wish to further exchange certain information, including but not limited to, trade secrets and proprietary know-how in order that each of them may evaluate such information for the purpose of determining their respective interests in establishing a business relationship between them.\n(B) The parties wish to define their rights with respect to the said information and to protect the confidentiality thereof and proprietary features contained therein.\n(C) The Company acknowledges that all information or data relating to the Purpose whether in writing, orally or by any other means if disclosed (whether directly or indirectly) to a third (3rd) party without the express authorization of AHPL is highly confidential and would have a detrimental effect on the business of AHPL, and that its disclosure could not only expose AHPL to liability but also to judicial sanctions and that such disclosure might also adversely affect AHPL\u2019s patients and under certain circumstances, disclosure by the Company could expose the Company to criminal prosecution. In consideration of being made privy to the Confidential Information, the Company hereby agrees to observe and be bound by the terms of the Agreement.\n(D) The Company acknowledges that all information or data relating to Purpose also applies to any organisation/institution that is related to AHPL\n(i) either by reason of AHPL directly or indirectly controlling the organisation/institution; (ii) by reason of both AHPL and organisation/institution being controlled by or under the common control of a third party; or (iii) by reason that AHPL is obliged to provide support services to that organisation/institution for any reason. In the context of corporate entities, a person \u201ccontrols\u201d the entity if it owns and controls (i) more than fifty (50) percent of whose shares or other securities entitled to vote for election of directors (or other managing authority) in the entity, or\n(ii) more than fifty (50) percent of the equity interest in the entity, or (iii) is otherwise able to direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1. DEFINITIONS\nIn this Agreement, the following expressions shall have the following meanings:\n1.1 'Purpose' shall mean any discussions and negotiations between or within the parties concerning or in connection with the establishment of a business relationship between the parties.\n1.2\n(a) 'Confidential Information' shall mean all information received from the other party which the latter has indicated in writing or labelled to be \u201cConfidential\u201d, \u201cProprietary Information\u201d or with any other comparable legend to similar effect, at the time of disclosure [or if disclosed orally, confirmed in writing by the disclosing party as such within fifteen (15) days after its disclosure], which it may acquire in relation to the other party, including but without any limitation whatsoever:\n(i) all commercial, marketing and business information, strategic and development plans, intentions, any matter concerning AHPL, its affairs, business, operations, shareholders, directors, officers, business associates, clients or any other person or entity having dealings with AHPL;\n(ii) information relating to the financial condition of AHPL, its accounts, audited or otherwise, notes, memoranda, documents and/or records in any form whatsoever, whether electronic or otherwise; and\n(iii) scientific, technical, intellectual or other information in any form whatsoever, whether electronic or otherwise, relating to methods, processes, formulae, compositions, systems, techniques, product information, inventions, know-how, trade secrets, design rights, machines, computer programs, software, development codes and research projects; business plans, co-developer/collaborator identities, data, business records of every nature, customer lists and client database, pricing data, project records, market reports, sources of supply, employee lists, business manuals, policies and procedures, information relating to technologies or theory and all other information which may be disclosed by AHPL to the other party which the other party may be provided access by AHPL, whether stored electronically or otherwise; all information which is deemed by AHPL to be Confidential Information or which is generated as a result of or in connection with the business of AHPL and which is not generally available to the public; and all copies, reproductions and extracts thereof, in any format or manner of storage, whether in whole or in part, together with any other property of AHPL made or acquired by the other party or coming into their possession or control in any manner whatsoever.\n(b) All information as stated in Clause 1.2(a) above shall be and remain the sole property of the Discloser and shall be returned to the Discloser forthwith on demand at any time or without demand upon the termination of the other party's services.\n(c) The Company shall ensure that none of the patients of AHPL can be identified in any reports, submissions and publications of the Company, which shall be deemed to be Confidential information of AHPL within the meaning of this clause. Confidential Information does not include information:\n(i) which is or becomes public knowledge and public property in any way without breach of this Agreement by the Recipient;\n(ii) which the Recipient can show has been known or has been developed by or for the Recipient at any time independently of the information disclosed to it by the Discloser;\n(iii) which is hereafter disclosed or made available to the Recipient from a source other than the Discloser without breach by the Recipient or such source of any obligation of confidentiality or non-use towards the Discloser;\n(iv) which is hereafter made generally available by the Discloser or a third party or is disclosed by the Discloser to a third party without restriction on disclosure or use, including without limitation, by way of the publication of a patent specification;\n(v) which is disclosed orally unless it is identified as confidential at the time of disclosure and confirmed as such in writing by the Discloser within thirty (30) days of disclosure;\n(vi) which is disclosed by the Recipient with the prior written approval of the Discloser; or\n(vii) in respect of which a period of five (5) years has elapsed from the date of signature of this Agreement\nPROVIDED HOWEVER THAT the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual features or one or more of the relevant items (but not the combination itself) falls within any one or more of such exceptions.\n1.3 Notwithstanding any other provision to the contrary in this Agreement, any information relating or pertaining to the patients of AHPL shall be deemed to be Confidential Information of AHPL.\n2. HANDLING OF CONFIDENTIAL INFORMATION\n2.1 In consideration of the mutual exchange and disclosure of Confidential Information, each party undertakes in relation to the other party's Confidential Information:\n(a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing:\n(i) not to make any commercial use thereof;\n(ii) not to use the same for the benefit of itself or of any third (3rd) party other than pursuant to a further agreement with the other party; and\n(iii) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one (1) of the exceptions in Clause 1;\n(b) not to copy, reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of the Discloser;\n(c) not to disclose the same whether to its employees or to third (3rd) parties except in confidence to such of its directors, employees, servants, agents, officers, representatives, consultants, independent contractors and professional advisors who need to know the same for the Purpose and that:\n(i) such directors, employees, servants, agents, officers, representatives, consultants, independent contractors and professional advisors are obliged by their contracts of employment or service not to disclose the same; and\n(ii) the Recipient shall enforce such obligations at its expense and at the request of the Discloser in so far as breach thereof relates to the Discloser's Confidential Information;\n(d) to be responsible for the performance of sub-clauses (a), (b) and (c) above on the part of its employees or directors to whom the same is disclosed pursuant to sub-clause (c) above; and\n(e) to apply thereto no lesser security measures and degree of care than those which the Recipient applies to its own confidential or proprietary information of similar nature and which the Recipient warrants as providing adequate protection of such information from unauthorised disclosure, copying or use.\n2.2 The Company shall cause its directors, agents, employees, servants, officers, representatives, consultants, independent contractors and professional advisors involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company as the principal party shall be responsible and held liable for any breach of this Agreement by any of its directors, agents, employees, servants, officers, representatives, consultants, independent contractors and professional advisors.\n2.3 Notwithstanding the foregoing, the Recipient shall be entitled to make any disclosure required by law of the other party's Confidential Information, but shall give the other party not less than two (2) business days' notice of such disclosure and shall consult with the Discloser prior to such disclosure with a view to avoiding such disclosure if legally possible.\n3. RETURN OF CONFIDENTIAL INFORMATION\nEach party shall:\n(a) within one (1) month of completion of the purpose or receipt of a written request from the other party, return to the other party all documents and materials (and all copies thereof) containing the other party's Confidential Information and certify in writing to the other party that it has complied with the requirements of this sub-clause; and\n(b) notwithstanding the completion of the Purpose or return of the documents and materials as aforesaid, continue to be bound by the undertakings set out in Clause 2.\n4. DATA PROTECTION\n4.1 Any data provided by AHPL to the Company and used by the Company directly or directly in the performance of this Agreement shall remain at all times the property of AHPL. It shall be identified, clearly marked and recorded as such by the Company on all media and in all documentation.\n4.2 The Company shall take all reasonable precautions and adequate measures to preserve the integrity and prevent any corruption or loss, damage or destruction of AHPL\u2019s data.\n4.3 In the event of termination of this Agreement, the Company shall when directed to do so by AHPL, and instruct all its agents and sub-contractors to erase all data provided by AHPL and all copies of any part of the data provided by AHPL from the Company\u2019s systems and magnetic data.\n4.4 All data acquired by the Company from AHPL shall only be used for the purposes of this Agreement and shall not be further processed or disclosed without the prior consent of AHPL.\n4.5 The data will not be transferred or made available to any Third (3rd) Party without the prior written consent of AHPL. The Company shall not use any data provided by AHPL, or any substance that is replicated or derived therefrom for any commercial or profit-generating purpose, or in the conduct of research that is subject to consulting, licensing or other similar legal or commercial obligations to another institution, corporation or business entity, unless the provider provides its prior written consent. Upon completion of this Agreement, the data will be either returned to AHPL or disposed of under the Company\u2019s supervision in accordance with the applicable laws and regulations, and the written instructions of AHPL.\n4.6 The parties shall comply at all times with the Personal Data Protection Act 2012.\n5. DISCLAIMER AND WARRANTY\n5.1 Each party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited here are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patents, patent applications, inventions, discoveries, copyrights or other intellectual property rights now or in the future held, made, obtained or licensable by either party.\n5.2 Each party warrants its right to disclose its Confidential Information to the other party and to authorise the other party to use the same for the Purpose.\n6. CONFIDENTIALITY OF THIS AGREEMENT Each party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other party or of any other company in the Group of Companies of which the other party forms part in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.\n7. DAMAGES NOT AN ADEQUATE REMEDY\nThe Recipient and Discloser both acknowledge that the Confidential Information has been developed or obtained by one another through the investment of significant time, effort and expense, and that such Confidential Information provides the other with a significant competitive advantage over its competitors. The Recipient and Discloser both understand and agree that any breach of this Agreement will result in irreparable harm to the Discloser and because of the unique nature of the Confidential Information, monetary damages may not be an adequate remedy in the event of such a breach or threatened breach of this Agreement. Accordingly, the Discloser and Recipient agree that the Party seeking remedy shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of a breach or threatened breach of this Agreement in addition to all other remedies available to the Party seeking remedy at law or in equity.\n8. NO GRANT OF INTELLECTUAL PROPERTY RIGHTS\n8.1 All Confidential Information remains the property of the Discloser.\n8.2 The Discloser reserves all rights in the Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the Discloser.\n8.3 The Recipient shall not file any copyright registrations, patent applications or similar registrations of ownership on the Confidential Information. In the event that the Recipient does so in violation of this Agreement, the Recipient shall assign absolutely to the Discloser such registrations and applications without any cost to the Discloser.\n9. LIMITATION OF LIABILITY\nIn carrying out their respective obligations under this Agreement, the Company and AHPL shall comply with all laws and regulations applicable thereto but save for wilful acts, default or gross negligence on their respective parts, neither party shall be liable to the other party for any indirect, incidental, special, punitive or consequential damages however caused, including any loss of profits or business interruption costs and under any theory of liability, including but not limited to contract, strict liability and negligence; whether or not the other party has been advised of the possibility of such damage.\n10. NOTICES\n10.1 Except as otherwise provided in this Agreement, notices which are required to be given under or permitted by this Agreement shall be in writing (unless expressly stated otherwise) and sent to the address of the recipient set out in this Agreement. All notices may be sent by hand or by AR Registered post or certified mail, return receipt requested, postage prepaid and properly addressed to the offices of the parties as specified in this Agreement or to such other address as the party may later specify.\n10.2 Every notice or communication so sent shall be deemed to have been properly served and validly made, if by hand when delivered to the recipient\u2019s address or if sent by AR Registered post, two (2) days after posting if posted to an address within Singapore and eight (8) days after posting, if posted to an address outside Singapore, notwithstanding the fact that the letter may be returned by the Post Office undelivered.\n11. TERMINATION\nThis Agreement shall continue to be in force from the date hereof until terminated by mutual consent or by either party giving to the other not\nless than thirty (30) days\u2019 prior written notice. The provision of Clauses 1 to 8, 11 to 15 and 17 to 21 shall survive any such termination.\n12. NON-ASSIGNMENT\nSubject to the other provisions of this Agreement, all the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted assigns and successors-in-title except that:-\n(i) neither party shall transfer or assign all or any of its rights, obligations or benefits hereunder in whole or in part to any third (3rd) party, without the prior written consent of the other party, which consent shall not be unreasonably withheld;\n(ii) any permitted assignee or transferee shall agree in writing to comply with all terms and conditions of this Agreement; and\n(iii) any assignment shall not exceed the existing scope of this Agreement.\n13. SEVERABILITY\n13.1 In the event that any term, condition or provision contained in this Agreement or the application of any such term, condition or provision shall be held by a court of competent jurisdiction to be wholly or partly illegal, invalid, unenforceable or a violation of any applicable law, statute or regulation of any jurisdiction, the same shall be deemed to be deleted from this Agreement and shall be of no force and effect; whereas the remaining terms and provisions of this Agreement shall remain in full force and effect as if such term, condition and provision had not originally been contained in this Agreement, unless the severed provisions render the continuing performance of this Agreement impossible, or materially change either party\u2019s rights or obligations under this Agreement; in which event such party may give written notice of its intent to terminate this Agreement to the other party.\n13.2 Notwithstanding the aforesaid, in the event of such deletion, the parties hereto shall negotiate in good faith in order to agree to terms of mutually acceptable and satisfactory alternative provisions in place of the provision(s) so deleted.\n14. WAIVER\n14.1 No waiver of any breach of any covenant, condition, stipulation, obligation or provision contained or implied in this Agreement shall operate or be interpreted as a waiver of another breach of the same or of any covenant, condition, stipulation, obligation or provision in this Agreement.\n14.2 Any time or other indulgence granted by AHPL under this Agreement shall be without prejudice to and shall not be taken as a waiver of any of AHPL\u2019s rights under this Agreement nor shall it prejudice or in any way limit or affect any statutory rights or powers from time to time vested in or exercisable by AHPL.\n15. DISPUTE RESOLUTION\n15.1 In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement or the existence, validity, termination, application or interpretation of this Agreement or any of its provisions, both parties shall use their best endeavours to settle the dispute informally by agreement between the parties. Both parties shall always act in good faith and co-operate with each other to resolve any disputes.\n15.2 Notwithstanding anything in this Agreement, if the dispute is not settled in accordance with Clause 14.1 above, no party shall proceed to litigation or any other form of dispute resolution unless the parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation rules of the Singapore Mediation Centre. A party who receives a notice for mediation from the other party shall consent and participate in the mediation process in accordance with this clause. Failure to comply with this clause shall be deemed to be a breach of this Agreement.\n15.3 In the event that mediation is unsuccessful, the dispute shall be resolved either by reference to arbitration or by court proceedings as elected by either party, by way of a written notice to the other party, which shall state the specific dispute to be resolved and the nature of such dispute.\n15.4 Any reference to arbitration in Singapore shall be a submission to arbitration within the meaning of the Arbitration Act for the time being in force in Singapore. Such arbitration shall be conducted in the English language in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (\u201cSIAC Rules\u201d) for the time being in force, which rules are deemed to be incorporated by reference into this clause, except in so far as such Rules conflict with the provisions of Clause 14 herein, in which event the provisions of Clause 14 herein will prevail.\n15.5 The arbitration tribunal shall consist of one (1) arbitrator to be appointed by mutual agreement between the parties. Either party may propose to the other the name or names of one or more persons, one of whom should serve as an arbitrator. If no agreement is reached within thirty (30) days after receipt by one party of such a proposal from the other, the arbitrator shall be appointed by the Appointing Authority.\n15.6 The Appointing Authority shall be the Chairman of the SIAC.\n15.7 The arbitrator must not be a present or former employee or agent of, or consultant or counsel to, either party or any related corporation [as defined in Section 6 of the Companies Act (Cap. 50)] of either party.\n15.8 Any decision or award of an arbitration tribunal appointed pursuant to this clause will be final and binding on the parties.\n15.9 Interest at the annual rate of six per cent (6%) per annum will be due and payable to the party in receipt of an arbitration award from such date as the arbitral tribunal may decide until the date of payment to such party.\n15.10 The parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.\n15.11 The application of Part II of the International Arbitration Act, and the Model Law referred thereto, to this Agreement is hereby excluded.\n15.12 For the avoidance of doubt, it is agreed that nothing in Clause 14 shall prevent a party from seeking urgent equitable relief before any appropriate court and the commencement of any dispute resolution proceedings shall in no way affect the continual performance of the parties\u2019 obligations under this Agreement.\n16. PROFESSIONAL FEES\nIn any suit or other proceeding relating to the subject matter of the Agreement, the prevailing party shall be entitled to recover from the other party all reasonable costs, fees and expenses by accountants, solicitors and other professionals for services rendered to the prevailing party in connection with the suit or other proceeding, including costs, fees and expenses of preparation and appeal.\n17. EXPORT CONTROL LAWS AND REGULATIONS\nEach party agrees to comply with all export laws and regulations (including \u201cdeemed export\u201d and \u201cdeemed re-export\u201d regulations) of the United States and any other relevant local export laws and regulations (\u201cExport Laws\u201d) to ensure that no data, information, program and/or deliverable (or direct product thereof) is (a) exported, directly or indirectly, in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including without limitation, nuclear, chemical or biological weapons proliferation or development of missile technology.\n18. ENTIRE AGREEMENT\n18.1 The parties expressly acknowledge that they have read this Agreement and understood its provisions. The parties agree that this Agreement and all Schedules annexed to the same constitute the entire agreement between them with respect to the subject matter of this Agreement and that it supersedes all prior or contemporaneous proposals, agreements, negotiations, representations, warranties, understandings, correspondence and all other communications (whether written or oral, express or implied) or arrangements entered into between the parties prior to this Agreement in respect of the matters dealt with in it. No promise, inducement, representation or agreement other than as expressly set forth in this Agreement has been made to or by the parties.\n19. NO PARTNERSHIP\nNothing contained in or relating to this Agreement shall be deemed to constitute a partnership or agency relationship between the parties and no party shall have any authority to act for or assume any obligation or responsibility of any kind, express or implied on behalf of the other party or bind or commit the other party for any purpose in any way whatsoever.\n20. GOVERNING LAW\n20.1 This Agreement shall be deemed to be made in Singapore, subject to, governed by and construed in all respects in accordance with the laws of the Republic of Singapore for every intent and purpose.\n20.2 The parties hereby agree to submit irrevocably to the non-exclusive jurisdiction of the Courts of the Republic of Singapore to settle any and all disputes in connection with this Agreement.\n21. MISCELLANEOUS\n21.1 Words incorporating the masculine gender only shall include the feminine and/or neuter genders and vice versa and words incorporating the singular meaning shall include the plural meaning and vice versa and words denoting natural persons shall include bodies corporate, incorporate, associated partnerships, firms, trusts, associations, joint ventures, governments, governmental agencies or departments or any other entity, and all such words shall be construed interchangeably in that manner.\n21.2 The clauses, paragraph or clause headings and marginal notes in this Agreement are inserted for ease of reference and convenience only and do not form part of this Agreement. They shall not be deemed to define, limit, construe or describe the scope or intent of the clauses hereof nor shall they in any way affect the interpretation of this Agreement.\n21.3 References to clauses, schedules and annexes shall be references to Clauses of and the Schedules and Annexes to this Agreement. The Schedules and Annexes are to have effect and be construed as an integral part of, and shall be deemed to be incorporated into, this Agreement.\n21.4 References to statutory provisions shall be construed as references to those provisions as respectively amended, consolidated, extended or re-enacted from time to time and all statutory instruments or orders made pursuant to them.\n21.5 Any reference to \u201cday\u201d shall mean a period of twenty-four (24) hours, ending at twelve (12) midnight.\n21.6 If any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day. Where expressed by reference to a person in Singapore, business day means any day other than a Saturday, a Sunday or a day on which licensed banks are authorised or required to be closed in Singapore and, where expressed by reference to the jurisdiction of a person other than Singapore, means any day other than a Saturday, a Sunday or a day on which licensed banks are authorised or required to be closed in the jurisdiction of that person, then that time limit is deemed to only expire on the next business day.\n21.7 References in this Agreement to anything which any party is required to do or not to do shall include its acts, defaults and omissions, whether direct or indirect, on its own account, or for or through any other person and those which it permits or suffers to be done or not done by any other person.\n21.8 In the event of a conflict between any of the terms of this Agreement, including its Schedules and Annexes, the conflict will be resolved in the following order of priority: (1) the Clauses of this Agreement; (2) the Schedules and Annexes.\nIN WITNESS WHEREOF the duly authorised representatives of the parties hereto have executed this Agreement as of the day and year first above written.\nSigned By }\nfor and on behalf of }\n}\n}\n}\nin the presence of: }\nDesignation }\nSigned By }\nfor and on behalf of }\n}\n}\nALEXANDRA HEALTH PTE LTD }\n}\nin the presence of: }\nDesignation }\n", - 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This event is described in greater detail in the Transportation Challenge Overview document available on the BPS website, http://www.bostonpublicschools.org/transportationchallenge.\nWHEREAS the parties wish to confirm their understandings with respect to the nature of the relationship between the parties relating to the confidential transmission, use and protection of certain student routing information,\nWHEREAS BPS has authorized only the VENDOR and its employees and/or representatives to have access to certain directory, student, and routing information for portions of the year 2017 for the purpose of supporting BPS in improving our routing calculations and supporting the creation of more equitably and efficiently balanced school bell times,\nWHEREAS, VENDOR and its employees and/or representatives have agreed and understand that BPS will provide only to VENDOR certain directory, student, and routing information subject to the terms of this Agreement,\nWHEREAS, BPS deems this work to be of interest and value to BPS, as it will contribute toward the educational and professional goals of BPS, and\nWHEREAS, VENDOR and BPS desire to cooperate with each other in connection with provision of such a solution.\nNOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, VENDOR and BPS agree as follows:\nA. DEFINITIONS\nVendor and its employees and/or representatives. Any individual person or organization who is identified to receive and utilize the confidential information applicable to the related Challenge, whether as an employee or representative, must be disclosed to and approved by BPS and sign this agreement prior to commencing work on or engaging in participation in the Transportation Data Challenge. BPS reserves the right to request proof or copies of any and all signed agreements by any vendor and its employees or representatives at any time, for any reason.\nConfidential Information. VENDOR acknowledges that in the course of providing services to BPS and its students, only VENDOR and its employees or representatives will be given or have access to certain directory, routing, and confidential student information (\u201cConfidential Information\u201d) which may typically protected from disclosure with or without prior consent by various laws including the Family Educational Rights and Privacy Act (FERPA) 20 U.S.C. \u00a7 1232g et seq., 34 C.F.R. \u00a7 99 et seq., and 603 C.M.R. 23.00 et seq. VENDOR acknowledges and agrees to comply fully with these federal and state privacy and student record confidentiality laws. VENDOR, its employees and/or representatives, hold the Confidential Information in trust for BPS\u2019s benefit, and shall, in addition to their respective obligations hereunder, use best efforts at all times to adopt and follow procedures and practices to protect the confidentiality of the Confidential Information and prevent its disclosure to others without the express written consent of BPS. VENDOR further acknowledges that BPS\u2019s willingness to disclose Confidential Information to VENDOR is predicated on VENDOR entering into and committing to abide fully by the terms of this Agreement and applicable laws and regulations.\nData Set. The data set includes all City of Boston students eligible for school bus transportation from the Boston Public Schools. In this dataset, specific student information has been changed slightly to protect student confidentiality.\nRouting Information. The district will share the data below, along with potentially other data as may be deemed necessary and helpful. Specifically:\n1. Student home location:\na. Address\nb. Latitude and Longitude\n2. Student characteristics:\na. School assignment\nb. Ridership status (i.e., corner stop, door-to-door (\u201cD2D\u201d), or wheelchair)\nc. Grade\n3. Bus Stop Location:\na. Corner intersection\nb. Latitude and Longitude\n4. Survey data relating to school preferences on start time\nOf note, Vendors will not be provided with the students\u2019 corresponding names, or other non-directory information that would require consent pursuant to 603 C.M.R. 23.00.\nB. TERMS OF AGREEMENT\n1. Data Sharing. VENDOR shall maintain and administer a secure database (\u201cthe Database\u201d) for delivery and evaluation of information, and reporting purposes. VENDOR will use a secure database for managing and sharing routing data. The Database will meet government data management and security protocols and will incorporate security features within the platform to ensure privacy and confidentiality is maintained while providing the Parties the key information they require to understand impact. The VENDOR, its employees and/or representatives shall be responsible for transmitting all data or other record of all data requested and received pursuant to the Agreement, including confirmation of the return or destruction of data as described herein.\nReasonable security precautions and protections include, but are not limited to:\na) Creating, distributing, and implementing data governance policies and procedures which protect Confidential Information through appropriate administrative, technical, and physical security safeguards, and outline staff responsibilities for maintaining data security.\nb) Potentially encrypting all Confidential Information carried on mobile/ computers/electronic/devices.\nc) Potentially encrypting Confidential Information before it is transmitted electronically.\nd) Requiring that users be uniquely identified and authenticated before accessing Confidential Information.\ne) Establishing and enforcing well-defined data privilege rights which restrict users\u2019 access to the Confidential Information necessary for them to perform their job functions.\nf) Ensuring that all persons accessing Confidential Information sign a confidentiality agreement, and maintaining copies of signed agreements.\ng) Securing access to any physical areas/electronic devices where sensitive data are stored.\nh) Installing a firewall to permit or deny network transmissions based upon a set of rules.\ni) Installing anti-virus software to protect the network.\n2. Nondisclosure. Nothing in this Agreement may be construed to allow any Party to maintain, use, disclose, or share Confidential Information in a manner not allowed under federal or state law or regulation, or outside the scope of this agreement. Authorized vendors shall strictly comply with all federal and state laws that apply to the use and release of Confidential Information, including but not limited to FERPA and its regulations, set forth at 34 C.F.R. \u00a7 99. VENDOR, its employees and/or representatives, shall use the Confidential Information and routing data solely in connection with performance by VENDOR of the services provided to BPS as outline by this agreement and pursuant to the Challenge Document and for no other purpose. Neither VENDOR nor any of its employees and/or representatives, shall sell, release, transfer, reprint, duplicate, recreate, disclose or permit the disclosure to any other person or entity of any of the Confidential Information or of any files, compilation, study, report or analysis or data base containing, based on or derived from the Confidential Information without the express written consent of BPS, and in full compliance with applicable state and federal privacy laws. VENDOR shall maintain the privacy of protected personal information and shall be financially responsible, if and to the extent that any security breach relating to protected personal information results from acts or omissions of VENDOR, its employees and/or representatives for any notifications to affected persons (after prompt consultation with BPS), and to the extent requested by BPS, administratively responsible for such notification. VENDOR shall protect the Confidential Information and shall not permit the release of such information to parties other than BPS officials and their authorized agents.\n3. Background Checks: VENDOR, its employees and/or representatives, acknowledge that BPS reserves the right to conduct an appropriate background check on any and all participants with access to the Confidential Information pursuant to this agreement.\n4. Disclosure Sought Under Legal Process. VENDOR shall immediately notify BPS (see below) in writing of any subpoena, court order or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose or appeal any such subpoena, order or legal process to the extent deemed appropriate by BPS. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to BPS and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure.\n5. Notices: The following BPS representative shall be notified of any occurrence outlined in this agreement that so requires:\nName: William Eger\nTitle: Strategic Projects Manager\nEmail: weger@bostonpublicschools.org\nPhone Number: 914-523-9675\nOffice Location: Bolling Building\n2300 Washington Street\nRoxbury, MA 02119\n6. Return or Destruction of Materials. Upon request of BPS at any time, VENDOR shall return all or such part of the Confidential Information as BPS may designate to be returned. In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR\u2019S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information.\n7. Publication. BPS has the right to report, present, publish, or otherwise use data to which it has produced or received from VENDOR. Acceptable disclosure includes, but is not limited to, disclosure of aggregate or de-identified data in reports and presentations, including for grant reporting purposes, disclosure of aggregate or de-identified data to VENDOR, public entities and community based organizations, and use of aggregate or de-identified data in program planning, evaluation and research not related to the BPI initiative. VENDOR shall not publish, present, or use reports without explicit written consent from BPS. BPS has the right to review and require approval of any publicly reported document prior to its release.\n8. Disclosure, Breach & Penalties. VENDOR\u2019S disclosure of Confidential Information to third parties without BPS's authorization, or VENDOR\u2019S failure to sign or comply with this agreement or return or destroy Confidential Information per Provision 4 above, may constitute a breach of this Agreement and may result in the BPS or the U.S. Department of Education denying VENDOR access to Confidential Information and other such penalties as dictated by law or equity.\n9. Injunctive Relief. VENDOR acknowledges and agrees that the breach or threatened breach by VENDOR, or its employees and/or representatives of their obligations under this Agreement will cause serious and irreparable harm to BPS that cannot be adequately compensated by monetary damages alone and that BPS may seek injunctive relief from an appropriate court to protect BPS from such harm without necessity of bond or other security.\n10. Immediate Notice. VENDOR shall give BPS immediate written and verbal notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR or its employees and/or representatives of their obligations under this Agreement, upon learning of same.\n11. Appropriate Forum. VENDOR and BPS agree that this Agreement is entered into in the State of Massachusetts, and that the courts located in the State of Massachusetts are the appropriate forum in the event any party seeks legal action or injunctive relief under this Agreement. All parties consent to venue and personal jurisdiction in the appropriate court in the State of Massachusetts.\n12. Termination. BPS may terminate this agreement with VENDOR at any time, for any reason, with either written or verbal notice. VENDOR must give the designated BPS representative 3-day written and verbal notice of any termination of this agreement with BPS. Termination of this Agreement, however, does not affect any Party\u2019s obligations, duties or rights imposed or granted by separate instrument such as a grant or other contract.\n13. Indemnification. Unless otherwise exempted by law, VENDOR shall indemnify and hold harmless the City of Boston, Boston Public Schools, and its Departments, agents, officers, and employees against any and all claims, liabilities, and costs for damages that the City may sustain which arise out of or in connection with VENDOR\u2019S performance of this Agreement, including but not limited to the negligent, reckless or intentional conduct of VENDOR, its employees and/or representatives, officers, or other related personnel. After prompt notification of a claim by the City, VENDOR shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The City and its departments shall not be liable for any costs incurred by VENDOR arising under this paragraph. Any indemnification of VENDOR shall be subject to appropriation and applicable law. Indemnification specifically includes, but is not limited to, claims related to (i) the indemnifying Party\u2019s improper sharing of data, (ii) improper use of data by the indemnifying Party or any of the indemnifying Party\u2019s employees, agents, officers, volunteers, or other related personnel, or (iii) breach of the indemnifying Party\u2019s IT system.\n14. Relationship of Parties. The VENDOR, its employees, and/or representatives shall not be construed, deemed or otherwise held to be employees, agents, or officers of BPS. VENDOR and its employees and/or representatives shall not be entitled to compensation or other benefits that ordinarily accrue to employees of BPS. Nothing herein shall create or be deemed to create any relationship of agency, association, joint venture, partnership as defined by law, or employer/employee between BPS and VENDOR or its employees or representatives. Neither party shall have the authority to bind or obligate the other in any manner, except as expressly provided in this agreement.\n15. Conflict of Interest. The parties\u2019 attention is called to General Laws c. 268A (the Conflict of Interest Law). No party shall act in collusion with any other party, person or entity to circumvent such law.\n16. Assurances. The Parties agree that all activity pursuant to this Agreement shall be in accordance with this Agreement and all applicable current or future federal, state, and local laws, and all applicable rules and regulations.\n17. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties.\n18. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect.\n19. Entire Agreement; Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and BPS. Any waiver of the terms and conditions of this Agreement must be in writing signed by the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to perform.\nIN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives.\nThe Boston Public Schools (\u201cBPS\u201d)\nSignature: _____________________________ Date: __________________\nPrint Name:____________________________\nTitle: _________________________________\n(VENDOR) ____________________________\nSignature:______________________________ Date __________________\nPrint Name:_____________________________\nTitle: __________________________________\nIf the vendor is not an individual, each individual of a particular vendor who will be working with this data is required to submit a signed NDA.\n", - "spans": [ - [ - 0, - 90 - ], - [ - 91, - 186 - ], - [ - 186, - 440 - ], - [ - 441, - 584 - ], - 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CPR and Supplier are engaged in discussion and negotiating for the provision of certain services; and\nB. CPR and Supplier have agreed to a process which includes the CNDA by reference to its URL; and\nC. CPR and Supplier agree to protect each of its respective Confidential Information, as defined hereunder, and both parties agree that disclosure and use of the other party\u2019s Confidential Information shall be subject to the terms and conditions of this CNDA.\nNOW THEREFORE, in consideration of the mutual premises and the covenants and agreements set forth in this CNDA and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:\nARTICLE 1 - DEFINITIONS AND INTERPRETATION\n1.01 Definitions\nDefinitions can be found at URL: http://www.cpr.ca/en/about-cp/selling-to-cp/information-technology/definitions\n1.02 Interpretation\nFor all purposes of this CNDA, except as otherwise expressly provided or unless the context otherwise requires:\n(a) all references in this CNDA to designated sections, paragraphs or other subdivisions are to the designated sections, paragraphs or other subdivisions of this CNDA;\n(b) within the CNDA the words \u201cherein,\u201d \u201chereof\u201d and \u201chereunder\u201d and other words of similar import refer to this CNDA as a whole and not to any particular section, paragraph or other subdivision;\n(c) the headings used herein are for convenience only and do not form a part of this CNDA, nor are they intended to interpret, define or limit the scope, extent or intent of this CNDA or any of its provisions;\n(d) the word \u201cincluding\u201d when following any general statement, term or matter, shall not be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as \u201cwithout limitation\u201d or \u201cbut not limited to\u201d or words of similar import) is used with reference thereto but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;\n(e) any reference to any entity shall include and shall be deemed to be a reference to any entity that is a successor to such entity; and\n(f) words importing gender include all genders and words importing the singular include the plural and vice versa.\nARTICLE 2- CONFIDENTIAL INFORMATION\n2.01 Confidential Information\n\"Confidential Information\" means, subject to section 2.02 below any additional information requested by the Supplier and provided by CPR, or any information supplied by either party that is clearly marked \u201cConfidential\u201d or clearly intended to be disclosed in confidence.\n2.02 Not Confidential Information\nThe following shall not, for the purposes of this CNDA, constitute Confidential Information:\n(a) information relating to the Disclosing Party that is obtained or was previously obtained by the Receiving Party from a third Person who, insofar as is known to the Receiving Party after reasonable inquiry, is not obligated to keep such information confidential;\n(b) information already known to the Receiving Party at the time of disclosure, as shown by prior written evidence or other evidence satisfactory to the Disclosing Party;\n(c) information that is or becomes generally available to the public other than as a result of disclosure by the Receiving Party\u2019s violation of this CNDA; and\n(d) information that the Disclosing Party authorizes the Receiving Party to disclose.\n2.03 Kept in Confidence\nThe Receiving Party agrees to use the same degree of care to prevent disclosure of the Confidential Information received by it as the Receiving Party uses to prevent disclosure of its own confidential information, but in no case less than a reasonable degree of care. In addition, except as set forth in section 2.06, without the prior written consent of the Disclosing Party, neither the Receiving Party nor its Representatives will disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties\u2019 business relationship.\n2.04 No Benefit, Restricted Use\nThe Receiving Party shall not, in any manner, derive any benefit, directly or indirectly, from the Confidential Information or the use of such Confidential Information, for any purpose. The Receiving Party agrees not to appropriate for his or her own use or exploit in any way whatsoever any of the Confidential Information disclosed to it by the Disclosing Party.\n2.05 No Disclosure\nExcept as set forth in Section 2.06, the Receiving Party shall not disclose any of the Confidential Information or other facts directly related to the Confidential Information to any Person other than its Representatives who have a need to know such Confidential Information and who have been informed of the confidential nature of the Confidential Information. The Receiving Party will also ensure that its Representatives comply with the terms of this CNDA.\n2.06 Disclosure Required by Law\nThe Receiving Party will not disclose to any Person the Confidential Information or other facts directly related to the Confidential Information unless, in the reasonable opinion of the Receiving Party\u2019s legal counsel, disclosure is required by legal process or regulatory demands, in which event the Receiving Party will, prior to such disclosure, promptly provide the Disclosing Party with written notice of the intended disclosure so that the Disclosing Party may seek a protective order or other appropriate protection.\n2.07 Return of Confidential Information\nUpon the Disclosing Party\u2019s written request, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information in its possession or control, and promptly destroy or erase all notes, memoranda and other material prepared by the Receiving Party which reflect, interpret, evaluate, include or are derived from any Confidential Information and the Receiving Party shall certify such destruction in writing to the Disclosing Party.\n2.08 Responsibility for Others\nThe Receiving Party agrees that it shall be responsible for any breach of this CNDA by any of its Representatives.\nARTICLE 3 - GENERAL PROVISIONS\n3.01 Remedies\nThe Receiving Party acknowledges and agrees that it has entered into this CNDA on the understanding that any breach hereof by it will cause the Disclosing Party irreparable harm and expressly agrees that, in addition to all other remedies that the Disclosing Party may be entitled to as a matter of law, the Disclosing Party shall be entitled to specific performance and any form of equitable relief to enforce the provisions of this CNDA.\n3.02 Continuing Obligations Regarding Confidentiality\nThe obligations of confidentiality contained herein shall survive the expiration or termination of the Contract, SOW, Amendments, or RFP Terms.\n3.03 Notices\nAll disclosures, notices or other documents required or permitted to be given pursuant to this CNDA shall be in writing and delivered by hand or courier service or by fax to the address\n(a) of the Supplier to the address provided by the Supplier with its request for additional information or to such other address as may be provided from time to time:\n(b) CPR\nAddress: Attn: Office of the CIO\nCanadian Pacific Railway\nBuilding 1, 7550 Ogden Dale Road\nCalgary, Alberta T2C 4X9\n3.04 Entire Agreement\nThis CNDA, in respect of additional information, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous discussions, understandings and negotiations and it is agreed between the parties that there are no oral statements, representations, warranties, undertakings or agreements between the Parties modifying the provisions of this CNDA.\n3.05 Amendments\nThis CNDA shall not be amended except if in writing and signed by the Parties.\n3.06 Offer and Acceptance\nThis CNDA shall be deemed offered upon a request by the Supplier for additional information and shall be deemed accepted upon CPR providing the requested additional information. No physical execution of this CNDA is required or expected.\n3.07 Provisions Severable\nIf any provision of this CNDA is held to be invalid, unenforceable or illegal, such provision shall be deemed to be independent and severable from the remaining provisions of this CNDA, and the remaining provisions of this CNDA shall not be affected and shall be valid and enforceable to the full extent permitted by law.\n3.08 Binding Nature of Agreement\nThis CNDA shall enure to the benefit of and shall be binding upon the Parties hereto together with their respective heirs, legal personal representatives, successors and permitted assigns. No Party hereto shall assign in whole or in part its rights or obligations under this CNDA without the express written consent of the other Party.\n3.09 Termination\nThis agreement continues in effect for three years. Either party may terminate this CNDA for any reason by providing the other with 30 days\u2019 advance written notice. The termination of this CNDA, or the completion or abandonment of the Permitted Purpose, shall not affect the survival of the non-disclosure obligations under this CNDA, which obligations shall survive for a period of 3 years.\n3.09 Governing Law\nThis CNDA shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the Province of Alberta. The Parties irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to this CNDA, or any of the transactions contemplated herein.\n3.10 No Implied Waiver\nThe failure by any Party at any time to require performance by the other Party of any provision of this CNDA shall in no way affect the right to require performance at any time thereafter, nor shall the waiver of any breach of any provision of this CNDA constitute a waiver of any succeeding breach of the same\n3.11 Residuals\nNotwithstanding the confidentiality obligations contained in Article 2 hereof, the receiving party may, during and after the term hereof, use in its business any Residual Information. \u201cResidual Information\u201d means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the disclosing party, as a result of such person\u2019s access to, use, review, evaluation, or testing of the Confidential Information of the disclosing party for the purposes described herein. An employee's memory is unaided if the employee has not intentionally memorized the confidential information for the purpose of retaining and subsequently using or disclosing it. Nothing in this paragraph, however, shall be deemed to grant to the receiving party a license under the disclosing party\u2019s intellectual property rights\n3.12 No Implied Partnership\nThis CNDA is intended to provide for the protection of the Confidential Information from unauthorized disclosure and use, and does not constitute an agreement to cooperate in a joint venture, partnership, or other arrangement, or for CP to retain Supplier in respect of any particular project. Additionally, nothing in this CNDA constitutes a warranty by the Disclosing Party of the accuracy of any Confidential Information.\n3.13 Language Laws\nThe parties have requested and agreed that these terms and conditions be drafted in the English language. Les parties reconnaissent qu\u2019elles ont exig\u00e9 que la pr\u00e9sente convention soit r\u00e9dig\u00e9e en langue anglaise seulement.\nIn Witness whereof the parties have executed this Confidentiality and Non-Disclosure Agreement by its respective duly appointed officer.\nCANADIAN PACIFIC RAILWAY COMPANY [INSERT SUPPLIER\u2019S LEGAL NAME]\nPer: _____________________________ Per: _____________________________\nName: _____________________________ Name: _____________________________\nTitle: _____________________________ Title: _____________________________\nDate: _____________________________ Date: _____________________________\n", - "spans": [ - [ - 0, - 53 - ], - [ - 54, - 124 - ], - [ - 125, - 133 - ], - [ - 134, - 174 - ], - [ - 175, - 182 - ], - [ - 183, - 227 - ], - [ - 228, - 236 - ], - [ - 237, - 341 - ], - [ - 342, - 439 - ], - [ - 440, - 699 - ], - [ - 700, - 948 - ], - [ - 949, - 991 - ], - [ - 992, - 1008 - ], - [ - 1009, - 1120 - ], - [ - 1121, - 1140 - ], - [ - 1141, - 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BROOKS is engaged in the business of bottling products for various CLIENTS and has entered into discussion with relating to establishing a business relationship in connection with preparing and bottling certain of CLIENT\u2019s product(s). As such, BROOKS will need access to certain personal, financial and product information relating to CLIENT and its products.\nB. CLIENT desires to maintain the confidentiality of all personal, financial and product information disclosed to BROOKS. BROOKS is willing to receive all such personal, financial and product information in confidence, and the Parties deem it to be in their mutual best interest to protect such personal, financial and product information as provided in this Agreement.\nNOW, THEREFORE, in consideration of the mutual promises, agreements, covenants, conditions and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n1. Confidential Information\n1.1 With the understanding that CLIENT\u2019s Formulations and Processing Procedures are proprietary to CLIENT, to the extent that CLIENT shall disclose to BROOKS personal, financial and product information, including their Formulations and Processing Procedures (\u201cConfidential Information\u201d), then all the Confidential Information disclosed to BROOKS shall be received by BROOKS in confidence for purposes of this Agreement except as otherwise provided under Section 3 below.\n1.2 BROOKS, its directors, employees, agents and representatives shall not disclose, disseminate, publish, communicate or divulge any Confidential Information to anyone outside BROOKS, or to any employee of BROOKS not having reasonable need for access to such information, unless CLIENT expressly consents to such disclosure in writing.\n2. Representations and Warranties\n2.1 Each of CLIENT and BROOKS represents and warrants that neither their discussions nor their anticipated business relationship do not and will not breach any agreement which either of them may have with any other party.\n2.2 BROOKS acknowledges that any failure by BROOKS to fulfill any obligation under this Agreement, or any breach by BROOKS of any provision herein, will constitute immediate and irreparable harm to CLIENT, which harm cannot be fully and/or adequately compensated in monetary damages and which will warrant injunctive relief, an order for specific performance, or any other available equitable relief.\n2.3 Under no circumstance will BROOKS approach any of CLIENT\u2019s Private Label Condiment Customers for BROOKS\u2019 own benefit.\n3. Exceptions\nNotwithstanding anything herein contained to the contrary, no obligation of confidentiality applies to any Confidential Information BROOKS:\n3.1 Already possesses;\n3.2 Develops independently;\n3.3 Rightfully receives without obligation of confidentiality from a third party;\n3.4 Inadvertently discloses where BROOKS has exercised reasonable care consistent with the effort BROOKS exercises with respect to the preservation of BROOKS\u2019 own confidential information;\n3.5 Discloses Confidential Information with the prior written consent of CLIENT ;\n3.6 Discloses such Confidential Information to others which necessarily results from performing the services has contracted with BROOKS to perform.\nIn addition, no obligation of confidentiality shall apply to any Confidential Information that is, or becomes, publicly available without breach of this Agreement or which is disclosed by the discloser to a third party without restriction.\n4. COMPELLED DISCLOSURE. If BROOKS is legally compelled (whether by regulatory request, deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, BROOKS shall immediately notify the CLIENT in writing of such requirements so that the CLIENT may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. BROOKS will use its best efforts, at the CLIENT\u2019S expense, to obtain or assist CLIENT in obtaining any such protective order. Failing the entry of a protective order to the receipt of a waiver hereunder, BROOKS may disclose, without liability hereunder, that portion (and only that portion) of Confidential Information that BROOKS has been advised by written opinion counsel reasonably acceptable to CLIENT that it is legally compelled to disclose; provided, however, that BROOKS agrees to use its best efforts to obtain assurance, at no cost to BROOKS, that confidential treatment will be accorded such Confidential Information by the person or persons to whom it is disclosed.\n5. Return of Material\nUpon termination of the business relationship between the Parties, BROOKS shall, upon written request of CLIENT, deliver any records, data, information and other documents, and all copies thereof, furnished by CLIENT to BROOKS. If CLIENT does not request in writing the return of the above material, BROOKS will retain said material for three (3) years after which BROOKS is free to dispose of material if it so desires and will do so after ten (10) days written notice to CLIENT.\n6. Governing Law This Agreement shall be governed, construed and interpreted by, and in accordance with, the laws of the State of New York.\n7. Survival. This Agreement shall remain in full force and effect until the earliest of:\n(a) one (1) year after the termination of the business relationship between the Parties; or (b) any alternate termination date specified in a written amendment modifying or waiving the term of this Agreement.\n8. Headings. The headings of the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof or affect the meaning or interpretation of this Agreement.\n9. Complete Agreement. This Agreement sets forth the entire and complete understanding of the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, with respect to the subject matter hereof. No subsequent agreements or contracts between the Parties affect the obligations set forth herein unless this Agreement and the affected sections are explicitly cited in writing.\n10. Amendment and Modification. This Agreement may not be amended, modified or supplemented except by a written document of subsequent date hereto, executed by each of the parties hereto, which explicitly references this Section 10.\n11. Notice. Any and all notices required or permitted to be given under this Agreement shall be furnished in writing, and delivered either by hand delivery, by overnight courier such as Federal Express or by certified or registered U.S. Mail, postage\nprepaid, return receipt requested, to the intended recipient at such party\u2019s last known business address.\nIN WITNESS WHEREOF, the Parties have signed this Agreement as of the date set forth above.\nBROOKS\u2019 BOTTLING COMPANY, LLC\nBy:________________________________________________________________\nRyan Brooks, Manager Date\n[Company Name]\nBy:________________________________________________________________\nName, Title Date\nBy:________________________________________________________________\nDate\n", - "spans": [ - [ - 0, - 42 - ], - [ - 43, - 359 - ], - [ - 360, - 368 - ], - [ - 369, - 607 - ], - [ - 607, - 731 - ], - [ - 732, - 854 - ], - [ - 854, - 1101 - ], - [ - 1102, - 1366 - ], - [ - 1367, - 1394 - ], - [ - 1395, - 1399 - ], - [ - 1399, - 1865 - ], - [ - 1866, - 2202 - ], - [ - 2203, - 2236 - ], - [ - 2237, - 2458 - ], - [ - 2459, - 2859 - ], - [ - 2860, - 2864 - ], - [ - 2864, - 2981 - ], - [ - 2982, - 2995 - ], - [ - 2996, - 3135 - ], - [ - 3136, - 3140 - ], - [ - 3140, - 3158 - ], - [ - 3159, - 3186 - ], - [ - 3187, - 3191 - ], - [ - 3191, - 3268 - ], - [ - 3269, - 3273 - ], - [ - 3273, - 3457 - ], - [ - 3458, - 3539 - ], - [ - 3540, - 3687 - ], - [ - 3688, - 3927 - ], - [ - 3928, - 3953 - ], - [ - 3953, - 4368 - ], - [ - 4368, - 4494 - ], - [ - 4494, - 5046 - ], - [ - 5047, - 5068 - ], - [ - 5069, - 5297 - ], - [ - 5297, - 5549 - ], - [ - 5550, - 5567 - ], - [ - 5567, - 5689 - ], - [ - 5690, - 5703 - ], - [ - 5703, - 5778 - ], - [ - 5779, - 5871 - ], - [ - 5871, - 5987 - ], - [ - 5988, - 6001 - ], - [ - 6001, - 6192 - ], - [ - 6193, - 6216 - ], - [ - 6216, - 6532 - ], - [ - 6532, - 6710 - ], - [ - 6711, - 6743 - ], - [ - 6743, - 6943 - ], - [ - 6944, - 6956 - ], - [ - 6956, - 7194 - ], - [ - 7195, - 7300 - ], - [ - 7301, - 7391 - ], - [ - 7392, - 7421 - ], - [ - 7422, - 7489 - ], - [ - 7490, - 7515 - ], - [ - 7516, - 7530 - ], - [ - 7531, - 7598 - ], - [ - 7599, - 7615 - ], - [ - 7616, - 7683 - ], - [ - 7684, - 7688 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9, - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 22, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://brooksbottlingco.com/download_file/view/28/183" - }, - { - "id": 13, - "file_name": "20150916-model-sharing-non-disclosure-agreement.pdf", - "text": "NON-DISCLOSURE CERTIFICATE\nI hereby certify my understanding that access to Confidential Information is provided to me pursuant to the terms and conditions of the Non-Disclosure Agreement for the Exchange of Energy Management System Model Data dated as of the _11th__ day of ___August_______, 20_15_ by and among PJM Interconnection, L.L.C. (\u201cPJM\u201d) and the PJM Transmission Owner (\u201cTransmission Owner\u201d). I certify that I have been given a copy of and have read the Non-Disclosure Agreement, and I agree to be bound by it. I understand that the contents of the Confidential Information, and Notes or other memoranda, or other form of information that copies or discloses Confidential Information shall not be disclosed to anyone other than in accordance with the Non-Disclosure Agreement.\nBy_________________________________\nPrint Name:__________________________\nTitle:_______________________________\nEmployed By:________________________\nRepresenting:________________________\nDate Signed_________________________\nNON-DISCLOSURE AGREEMENT FOR THE EXCHANGE OF ENERGY MANAGEMENT SYSTEM MODEL DATA\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made this _11th__ day of ___August____________, 2015__ by and between PJM Interconnection, L.L.C. (\u201cPJM\u201d), a Delaware limited liability company, with offices at 2750 Monroe Boulevard, Audubon, PA 19403 and _____________________, the Undersigned Transmission Owner (\u201cTransmission Owner\u201d) (hereinafter PJM and the Undersigned Transmission Owner are collectively referred to as \u201cParties\u201d and individually as a \u201cParty).\nRECITALS:\nWHEREAS, PJM serves as the Regional Transmission Organization with reliability and/or functional control responsibilities over transmission systems involving all or parts of thirteen states and the District of Columbia, and operates and oversees wholesale markets for electricity pursuant to the requirements of the PJM Open Access Transmission Tariff (\u201cPJM Tariff\u201d) and the Amended and Restated Operating Agreement of PJM Interconnection, L.L.C. (\u201cOperating Agreement\u201d); and\nWHEREAS, the Transmission Owners recognize that, while PJM serves as the Regional Transmission Organization in the PJM region, the Transmission Owners within the PJM region perform certain Transmission Functions, as Transmission Functions is defined in section 18 C.F.R. \u00a7 358 of the FERC rules and regulations, with respect to their individual transmission systems and distribution systems.\nWHEREAS, the Parties desire to enter into this Agreement to protect and maintain from disclosure to third parties the Confidential Information that will be exchanged to facilitate reliable operations; and\nWHEREAS, this Agreement is a statement of the conditions and requirements, consistent with the requirements of the Operating Agreement, whereby a Disclosing Party may provide Confidential Information to a Party for the purpose of the Party executing its Transmission Functions.\nNOW, THEREFORE, in consideration of the mutual promises made herein intending to be legally bound, the Parties agree as follows:\nA. Definitions\n1. \u201cAgreement\u201d means this Non-Disclosure Agreement as it may be amended, modified or otherwise supplemented, as in effect from time to time.\n2. \u201cAuthority\u201d means a federal, state or local court or federal or state administrative agency of competent jurisdiction.\n3. \u201cCommission\u201d or \u201cFERC\u201d means the Federal Energy Regulatory Commission or any successor federal agency or commission.\n4. \u201cConfidential Information\u201d means a Party\u2019s energy management system model data provided or to be provided by a Disclosing Party to another Party. Confidential Information shall be disclosed only to Reviewing Representatives and only used to enable a Party to perform its Transmission Functions.\n5. \u201cDisclosing Party\u201d means the Party furnishing the other Parties with Confidential Information.\n6. \u201cLaw\u201d means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretive or advisory opinion of an Authority.\n7. \u201cNon-Disclosure Certificate\u201d means the certificate annexed hereto by which Reviewing Representatives seeking access to Confidential Information shall certify their understanding that such access to Confidential Information is provided pursuant to the terms and conditions of this Agreement and that each Reviewing Representative has read this Agreement and agrees to be bound by it.\n8. \u201cNotes\u201d or \u201cNotes of Confidential Information\u201d means memoranda, handwritten notes, or other form of information (including electronic form) which copies or discloses Confidential Information.\n9. \u201cReviewing Representative\u201d means an employee of a Party who has signed or electronically signed a Non-Disclosure Certificate and who is a principal, partner, officer, director, employee, agent and other representative of a Party. Reviewing Representative may include a person whose duties include Competitive Duties so long as such Reviewing Representative\u2019s receipt and use of Confidential Information is not prohibited conduct under FERC\u2019s rules, including Standards of Conduct.\n10. \u201cStandards of Conduct\u201d means the standards as set forth in 18 C.F.R. Part 358 as amended or superseded from time to time\n11. \u201cTransmission Owner\u201d shall have the meaning defined in the PJM Tariff.\n12. \u201cThird Party Request\u201d means any request or demand by any entity upon a Party or Reviewing Representative for release or disclosure of Confidential Information. A Third Party Request shall include, but not limited to, any subpoena, discovery request, or other request for Confidential Information made by any entity not a Party to this Agreement.\n13. \u201cUndersigned Transmission Owners\u201d means the Transmission Owners who are signatories to this Agreement.\nB. Confidential Information - General Non-Disclosure Provisions\nThe following provisions govern the use of Confidential Information under this Agreement.\n1. Disclosure of Confidential Information. A Disclosing Party may disclose or discuss a Party\u2019s Confidential Information with any other Party to this Agreement. The disclosure of the Confidential Information is subject to the terms and conditions stated herein. Each Party acknowledges the importance to the other Parties of preserving the confidentiality of the Confidential Information and that a Disclosing Party is relying on the agreements set forth herein in furnishing Confidential Information to a Party. Each Party shall safeguard the Confidential Information at least to the same extent that it would its own confidential information.\n2. Reviewing Representative. A Reviewing Representative shall not have access to any Confidential Information unless that Reviewing Representative is required to have the information in order to carry out that person\u2019s Transmission Functions responsibilities and has executed the attached Non-Disclosure Certificate. The Reviewing Representative shall deliver a copy of his or her executed Non-Disclosure Certificate to PJM. A Reviewing Representative shall not use the Confidential Information or any portion thereof to give any Party or a competitor of any Party a competitive or commercial advantage. A Reviewing Representative may make copies or Notes of Confidential Information that shall be subject to this Agreement. In the event a Reviewing Representative ceases to be employed or engaged by a Party, or is employed, retained, or given duties that include Competitive Duties, (i) the Reviewing Representative shall continue to comply with the terms and conditions of this Agreement with respect to the Confidential Information to which such person previously had access, (ii) the Party shall terminate the Reviewing Representative's access to Confidential Information, and (iii) the Party shall cause the Reviewing Representative to return or dispose of the Confidential Information, or transfer the information to another Reviewing Representative of the Party. Each Party shall advise the Reviewing Representatives that Confidential Information is confidential and shall be treated as confidential in accordance with this Agreement.\n3. List of Reviewing Representatives. PJM shall receive and maintain copies of all Non-Disclosure Certificates executed by the Party\u2019s Reviewing Representatives, and shall maintain a list of the Reviewing Representatives.\n4. Discussions of Confidential Information. Parties and Reviewing Representatives who have executed this Agreement or a Non-Disclosure Certificate may discuss Confidential Information with other Parties and Reviewing Representatives who have executed this Agreement or a Non-Disclosure Certificate.\n5. Non-Disclosure to Third Parties. Parties shall not disclose Confidential Information to a third party without the prior written approval of the Disclosing Party. Each Party shall treat all Confidential Information in every form as confidential, and shall not reveal, divulge or disclose Confidential Information, at any time or for any reason, to any third person or entity. This provision shall survive the expiration, termination or cancellation of this Agreement in accordance with Section 9.\n6. Defend Against Third Party Requests. Each Party and Reviewing Representative shall defend against disclosure of Confidential Information pursuant to any Third Party Request through all available legal processes, including, but not limited to, seeking to obtain any necessary protective orders. Each Party and Reviewing Representative shall provide PJM, and PJM shall provide each Disclosing Party, with prompt notice of any such Third Party Request or legal proceedings, and shall consult with PJM and/or any Disclosing Party in its efforts to deny the request or defend against such legal process. In the event a protective order or other remedy is denied, each Party agrees to furnish only that portion of the Confidential Information which its legal counsel advises PJM (and of which PJM shall, in turn, advise any Disclosing Party) in writing is legally required to be furnished, and to exercise their best efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information.\n7. Permitted Limited Disclosure of Confidential Information. Notwithstanding anything to the contrary in this Agreement, a Party may disclose Confidential Information to the extent but only to the extent: (a) approved by the Disclosing Party in writing; or (b) required by Law or an Authority, but only if: (i) the Party attempts to notify the Disclosing Party as far in advance as practicable prior to making disclosure of its intent to disclose Confidential Information and of the content and mode of communication of the disclosure; and (ii) the Party cooperates with the Disclosing Party's efforts to obtain a protective order protecting the Confidential Information from disclosure. In addition, if disclosure is required by Law or Authority, the Party to the extent practicable (and permitted by law), will (1) promptly notify the Disclosing Party of the circumstances surrounding the requirement, (2) consult with the Disclosing Party on available options to request confidential treatment and/or the advisability of taking legally available steps to resist or narrow the request or requirement for disclosure, and (3) disclose such Confidential Information only after using all reasonable efforts to comply with subsections (1) and (2) above and after cooperating with the Disclosing Party\u2019s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any portion of the Confidential Information designated for such treatment by the Disclosing Party. The Party will furnish only that portion of the Confidential Information that is responsive to the request or requirement for disclosure, and will request that confidential treatment be accorded to the Confidential Information by the person(s) to whom the Party is required by Law or Authority to disclose the Confidential Information. Notwithstanding anything stated in this Agreement, the Disclosing Party shall retain the burden of prosecuting any action and/or seeking injunctive relief to prevent disclosure of the Confidential Information. Disclosure of Confidential Information in accordance with the terms of this paragraph shall not constitute a waiver of the protections under this Agreement or the confidentiality of such Confidential Information and such Confidential Information shall continue to be treated as confidential in accordance with this Agreement.\n8. Ownership and Use of Confidential Information. All Confidential Information delivered by a Disclosing Party to a Party pursuant to this Agreement shall be and remain the property of the Disclosing Party, and such Confidential Information shall be promptly returned to the Disclosing Party upon request. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for a Party and all Confidential Information that is oral will be kept by a Party subject to the terms of this Agreement or destroyed. Neither the Party nor its Reviewing Representatives shall use the Confidential Information for any purpose whatsoever except for the purpose of executing the Reviewing Party\u2019s Transmission Functions. Once the Party no longer requires the use of such information for the purpose of performing its Transmission Functions, the Confidential Information shall be returned or destroyed in accordance with this Agreement.\n9. Identification of Confidential Information. Confidential Information that is in writing or other tangible form (including electronic form) shall be subject to this Agreement only if it is clearly marked as \"Confidential\" when disclosed by the Disclosing Party to a Party. Confidential Information that is provided orally shall be subject to this Agreement only if its confidential nature is announced at the time of disclosure and an outline of the scope of the information provided is reduced to writing, with a copy provided to the Party within ten (10) calendar days of oral disclosure of the information. Inadvertent failure to mark Confidential Information as \u201cConfidential\u201d at the time it is disclosed shall not be deemed a waiver by the Disclosing Party of the protections of this Agreement provided that such Confidential Information is identified and marked \"Confidential\" promptly upon the discovery of its inadvertent disclosure. Confidential Information excludes any information that: (i) the Disclosing Party has not specifically notified the Party is confidential; (ii) becomes available to the Party or the Reviewing Representative on a non-confidential basis from a source other than:\n(a) the Disclosing Party, or other person acting on behalf of the Disclosing Party; or (b) a Party who has confidentiality obligations to the Disclosing Party; (iii) is or becomes generally available to the public other than as a result of a disclosure by the Party or its Reviewing Representatives; (iv) was previously known to the Party or its Reviewing Representative free and clear of any obligation to keep it confidential; (v) is disclosed to third parties by the Disclosing Party without restriction or obligation of confidentiality; (vi) is developed independently by the Party as evidenced by documentation made in the ordinary course of business by the Party; or (vii) the Disclosing Party notifies the Party that such information is no longer Confidential Information.\n10. Term of Agreement. This Agreement shall remain in effect unless and until terminated by the Parties. The obligations of the Parties under this Agreement shall continue and survive the Transmission Functions for which the Confidential Information was disclosed and shall remain binding under this Agreement unless disclosure is permitted under Section 8 or required by Law or Authority. Nothing herein shall be construed to limit the term of protection of Confidential Information otherwise protected by Law or Authority.\n11. Disclaimer of Warranties. Each Party hereby disclaims and does not make any express or implied representation or warranty concerning the accuracy or completeness of Confidential Information and no Disclosing Party shall have liability to the Party for the Party\u2019s use of Confidential Information of the Disclosing Party. In addition, nothing in this Agreement requires the disclosure of Confidential Information or supersedes the discretion of the Disclosing Party. In addition, nothing in this Agreement requires the disclosure of Confidential Information or supersedes the discretion of the Disclosing Party to determine the extent of the Confidential Information disclosed. Disclosure of Confidential Information of any nature shall not obligate the Disclosing Party to disclose any further Confidential Information.\n12. No License. No license to the Party, under any trademark, patent copyright, mask work protection right or any other intellectual property right, is either granted or implied by the conveying of Confidential Information to such Party. None of the Confidential Information which may be disclosed by a Disclosing Party shall constitute any representation, warranty, assurance, guarantee or inducement by such Disclosing Party to any other Party of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons.\n13. No Implied Agreement. Except as provided herein, no Party shall be under any legal obligation of any kind whatsoever by virtue of this Agreement.\n14. Compliance with Law. Nothing stated herein shall be construed to require any Party to take any action in violation of applicable Laws or regulations.\n15. Miscellaneous.\na. Binding Effect. The obligations of the Parties shall be binding on and inure to the benefit of their respective heirs, successors, assigns, and affiliates.\nb. Integration. This Agreement constitutes the Parties\u2019 entire agreement concerning the subject matter hereof and may be amended or modified only by a subsequent agreement in writing. A waiver, discharge, amendment, modification or termination of this Agreement or any provision hereof, shall be valid and effective only if in writing and executed by all Parties. A written waiver of a right, remedy or obligation under a provision of this Agreement will not constitute a waiver of the provision itself, a waiver of any succeeding right, remedy or obligation under the provision, or a waiver of any other right, remedy, or obligation under this Agreement. Any delay or failure by a Party in enforcing any obligation or in exercising any right or remedy shall not operate as a waiver of it or affect that party\u2019s right later to enforce the obligation or exercise the right or remedy and a single or partial exercise of a right of remedy by a Party does not preclude any further exercise of it or the exercise of any other right or remedy of that Party.\nc. Severability. If any provision of this Agreement is held by an Authority to be invalid, void or unenforceable in any respect or with respect to Confidential Information, such provision in all other respects or with respect to all other Confidential Information, as the case may be, and the remaining provisions with respect to all Confidential Information, shall nevertheless continue in full force and effect without being impaired or invalidated and shall be enforced to the full extent permitted by Law.\nd. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.\ne. Form of Notices. Every notice, consent or approval required or permitted under this Agreement shall be valid only if in writing and delivered personally, by mail, by facsimile or by electronic mail, and sent by the sender to each other Party at its address or number listed for a Party\u2019s Reviewing Representative. A validly given notice, consent or approval will be effective when received if delivered.\nf. No Assignment. Each Party recognizes that breach of its obligations hereunder shall cause irreparable harm to the Disclosing Party and agrees that in the event of breach, the Disclosing Party shall have in addition to any and all remedies at Law, the right to an injunction, specific performance or other equitable relief. A party\u2019s liability for breach of this Agreement shall be limited to the dollar amount of any direct damages caused by gross negligence, intentional or deliberate misconduct of such Party or of its Reviewing Representative. The Party shall not be liable for special, incidental, consequential and indirect damages, court costs and attorneys\u2019 fees in connection with any breach hereunder.\ng. Governing Law. This Agreement shall be interpreted, construed and governed by the Laws of the State of Delaware exclusive of the conflicts of laws provisions.\nh. Other PJM Agreements or Tariffs. This Agreement shall not be construed to alter or lessen the protection for confidential treatment of information under PJM\u2019s agreements or tariffs, or otherwise pursuant to an order of the Commission.\ni. Party. Any entity that becomes a party to the Consolidated Transmission Owners Agreement dated December 15, 2005 may become a Party to this Agreement by executing a copy, proving an executed copy to PJM and giving notice to all parties in accordance with this Agreement.\nj. Withdrawal. 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"spans": [ - 30 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 31, - 48 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 70, - 71, - 72, - 73, - 75, - 76, - 77, - 78, - 79, - 80 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 93, - 95, - 96, - 97, - 100 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 31, - 48 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 26, - 87 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.pjm.com/-/media/etools/edart/20150916-model-sharing-non-disclosure-agreement.ashx?la=en" - }, - { - "id": 14, - "file_name": "245490.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT GOVERNING THE INSPECTION OF STOCKHOLDER LIST\nThis Confidentiality and Non-Disclosure Agreement Governing the Inspection of Stockholder List (the \u201cAgreement\u201d) is entered into between Patriot Scientific Corporation (the \u201cCompany\u201d), and the \u201cStockholder\u201d. The Company and the Stockholder are each individually referred to herein as a \u201cParty\u201d and are collectively referred to as the \u201cParties.\u201d\nWHEREAS, on or about April 30, 2015, the Stockholder made a demand (the \u201cDemand\u201d) to inspect the stockholder list of the Company;\nWHEREAS, pursuant to the Demand and subject to the Stockholder executing this Agreement, the Company has agreed to allow the Stockholder to inspect the stockholder list (which, together with information or analyses derived from information made available for inspection, is referred to as the \u201cConfidential Material\u201d);\nWHEREAS, the Company believes that stockholder list contains confidential information; IT IS HEREBY AGREED, by and between the Parties, this 30th day of April 2015, as follows:\n1. Stockholder agrees that the Confidential Material is being produced to them only for purposes reasonably related to Stockholder\u2019s interests as a stockholder of the Company and that Stockholder shall not utilize Confidential Material, any other information produced by the Company or anything derived from Confidential Material or derived from any other information produced by the Company for any other purpose.\n2. The Stockholder will not disclose, publish, or communicate Confidential Material to any person or entity in any form (written, oral, electronic or through any other medium), either directly or indirectly, except as provided in this Confidentiality Agreement to end; provided that in no event shall stockholder, directly or indirectly, publically disclose, publish or communicate names, addresses, holdings of any other stockholder.\n3. If the Stockholder is required (by interrogatory, subpoena, civil investigatory demand, or any similar process relating to any legal proceeding, investigation, hearing, or otherwise) to disclose in any manner any Confidential Material, the Stockholder will provide the Company with prompt notice (i.e., within 2 business days of receipt of such interrogatory, subpoena, demand, or any similar process), so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement in the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Agreement, the Stockholder may furnish only such Confidential Material as they are advised is legally required and must exercise their best efforts to obtain assurance that confidential treatment will be accorded to any Confidential Material.\n4. Each Party who receives Confidential Material pursuant to this Agreement agrees to submit to the exclusive jurisdiction of the Delaware Court of Chancery in any action to enforce any provision of, or based on any right or claim arising out of, this Agreement including any action to determine any dispute as to the confidentiality of any information or document produced by the Company. Each Party hereby expressly waives any and all objections such Party may have to personal jurisdiction or to venue, including without limitation the inconvenience of such forum, in the Court of Chancery.\n5. Each Party agrees that the Company does not have an adequate remedy at law in the event of a breach of this Agreement by the Stockholder. The Parties further agree that, in the event of a breach of this Agreement by the Stockholder, the Company will suffer irreparable harm and will be entitled to specific performance and/or injunctive relief to enforce the terms of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for any breach of this Agreement but shall be in addition to any other remedies to which the Company may be entitled at law or in equity.\n6. This Agreement may not be amended, changed, waived, discharged, or terminated (except as explicitly provided herein), in whole or in part, except by an instrument in writing that refers specifically to this Agreement and that is signed by the Party against whom enforcement of such amendment, change, waiver, discharge, or termination is sought. The waiver by any Party of any breach of this Agreement will not be deemed or construed as a waiver of any other breach of this Agreement, whether prior, subsequent, or contemporaneous. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.\n7. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective agents, executors, heirs, beneficiaries, successors, and assigns.\n8. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.\n9. This Agreement may be executed in multiple counterparts by any of the signatories hereto and as so executed shall constitute one agreement.\n10. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof, and supersedes all prior agreements and understandings, written and oral, between the Parties with regard to the subject matter hereof.\n11. This Agreement will be deemed to have been mutually prepared by the Parties and will not be construed against either of them by reason of authorship.\n", - "spans": [ - [ - 0, - 89 - ], - [ - 90, - 298 - ], - [ - 298, - 433 - ], - [ - 433, - 434 - ], - [ - 435, - 564 - ], - [ - 565, - 883 - ], - [ - 884, - 1060 - ], - [ - 1061, - 1475 - ], - [ - 1476, - 1910 - ], - [ - 1911, - 2816 - ], - [ - 2817, - 3207 - ], - [ - 3207, - 3410 - ], - [ - 3411, - 3552 - ], - [ - 3552, - 3798 - ], - [ - 3798, - 3998 - ], - [ - 3999, - 4348 - ], - [ - 4348, - 4534 - ], - [ - 4534, - 4643 - ], - [ - 4644, - 4810 - ], - [ - 4811, - 4968 - ], - [ - 4969, - 5111 - ], - [ - 5112, - 5361 - ], - [ - 5362, - 5515 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://materials.proxyvote.com/Approved/70336N/20150306/OTHER_245490.PDF" - }, - { - "id": 15, - "file_name": "2_waycda.pdf", - "text": "AGREEMENT ON THE NON-DISCLOSURE OF CONFIDENTIAL INFORMATION (TWO-WAY)\nThis Agreement is made with an effective date of the day of 200_ between The University of Bristol whose registered address is Senate House, Tyndall Ave, Bristol, BS8 1TH, and ____________________________________________________________ whose registered address is _________________________________ (the \"Parties\")\nTHE PURPOSE of this Agreement is to regulate the exchange and subsequent treatment of confidential information to be received by or disclosed to the signatories to this Agreement, in the field of , so as to protect the proper interests of the disclosing party whilst this confidential information is in the possession or control of the receiving party. For the purposes of this Agreement the term confidential information includes proprietary materials and information relating thereto including without limitation specifications, drawings, designs, computer software and knowhow. In general the receiving party must afford disclosed confidential information the same degree of protection as it would afford its own.\nNOW IT IS HEREBY AGREED:-\n1. The disclosure of confidential information is for the specific purpose of evaluating technology in the field described above in the first instance, and will normally be between of the University of Bristol and of . Any specific documents or materials which are necessarily provided on loan for the above purposes will be specified in a schedule to this Agreement and the receiving party will return these and any other documents or materials subsequently provided to the disclosing party on request.\n2. The parties will mark or otherwise designate confidential information to show expressly or by necessary implication that it is imparted in confidence.\n3. The receiving party will receive all confidential information (whether recorded in writing or by other means or given orally without record) which is disclosed in connection with this Agreement subject to the following conditions:\na) it will take all proper and reasonable measures to ensure that the confidentiality of such information is maintained;\nb) it will not use the information for any commercial purpose or manufacture without obtaining a written licence or other agreement from the disclosing party;\nc) it will not disclose the information to any third party without written permission;\nd) it will not disclose the information to employees other than those above except to the extent necessary to fulfil the purposes set out above and all such other employees to which it will disclose it will be made aware of the confidential nature of the information, and the conditions of disclosure herein;\ne) it will not make any copy of or abstract of the information without specific written permission from the disclosing party;\nf) it will acknowledge the source (i.e. one of the organisations signatory to this Agreement) of, and will mark \"Confidential\", any drawing, document or software incorporating the information.\n4. Under the terms of this Agreement there is no explicit or implied transfer of ownership to the receiving party of any drawings, documents or software, or the copyright subsisting in them. PROVIDED that the obligations herein undertaken will not apply to:\na) information which at the time of disclosure is in the public domain or which after disclosure becomes part of the public domain through no fault of the recipient, or\nb) information which the recipient party can show was in its possession at the time of disclosure or which is independently developed by the recipient and was not acquired directly or indirectly from the disclosing party, or\nc) information which is made public at any time by the disclosing party, or by others with the permission of the disclosing party, or\nd) information which is received by the receiving party from a third party without similar restriction and without breach of this Agreement.\ne) information which is required to be disclosed by legal process, law or regulatory authority.\n5. Both parties agree that at all times, during and after the current discussions, and thereafter for a period of ten (10) years, starting from the effective date of this Agreement, not to communicate or to divulge to third parties confidential information received from the other party.\n6. This Agreement is to be construed and enforced in accordance with English Law and is subject to the exclusive jurisdiction of the English courts to which the parties hereto submit. This clause shall not prevent a party from seeking interim relief in any court of competent jurisdiction. 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Recipient may be provided with access to selected information (oral, written, or electronic) of the other (including of any of the Corporations) which helps meet a regulatory purpose or business need, including, but not limited to, that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, techniques or systems of a party (including of any of the Corporations) or any customer of a party (including of any of the Corporations); financial or other non-public information. Some of the information in each of these categories is confidential in nature or constitutes a trade secret. This information received from a party (including of any of the Corporations), either orally or in writing, during the course of the Project shall be deemed to be confidential information (Confidential Information) for purposes of this Confidentiality Agreement. Notes, documents, summaries or reports which are prepared from Confidential Information to the extent such specifically refer or relate to Confidential Information are themselves Confidential Information.\n2. Recipient acknowledges the sensitive and secret nature of the Confidential Information it will have access to during the term of this Agreement and agrees that it will treat such Confidential Information as strictly confidential and shall exercise the same degree of care in the protection of the Confidential Information as the Recipient exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information.\n3. Recipient shall not disclose Confidential Information to any person or entity, except its employees or partners involved in the Project, or to use the Confidential Information for any purpose other than fulfilling its obligations under the Project. Recipient acknowledges and agrees that breach of this Confidentiality Agreement by Recipient and/or anyone employed by or otherwise associated with Recipient may also constitute a violation of the Insider Trading Act and/or other securities and other laws. Access to or disclosure of Confidential Information by Recipient shall be limited to those employees or partners covered by a then effective legal obligation or agreement with Recipient that prohibits the disclosure or unauthorized use of confidential information deemed confidential by Recipient (Authorized Employees). The existence of such an agreement with an employee or partner of the Recipient shall not operate to relieve the Recipient from liability for acts of such employee or partner that result in a breach of this Confidentiality Agreement.\n4. Recipient shall not make copies of the Confidential Information except for those copies required for use by Authorized Employees in the performance of the Agreement. Each copy, including its storage media, shall be marked Confidential, and also include all copyright, trademark and other proprietary notices which appear on the original. The Recipient agrees that all Confidential Information, including any copies thereof, shall be returned to NASDAQ OMX or destroyed within ten (10) days of the expiration or other termination of the Project.\n5. Notes and other documents referencing or relating to Confidential Information may be made and kept by the Recipient, but shall continue to be governed by this Confidentiality Agreement until they are destroyed.\n6. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain in NASDAQ OMX.\n7. The obligation of non-disclosure shall not extend to: (1) information which is then already in the possession of the Recipient and not under a duty of non-disclosure; (2) information which is generally known or revealed to the public other than by breach of this Agreement; (3) information which is revealed to the Recipient by a third party--unless such party is under a duty of non-disclosure; or (4) information which the Recipient develops independently of the disclosure as indicated by files existing at the time of initial disclosure.\n8. In the event Recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, Recipient shall provide prompt actual notice to the General Counsel of NASDAQ OMX of such receipt, providing the Corporations with a reasonable opportunity to intervene in the proceeding before the time that Recipient is required to comply with such subpoena or other process. In the event that NASDAQ OMX instructs Recipient not to comply with any portion or all of the process, Recipient shall comply with such instructions and NASDAQ OMX shall indemnify and hold harmless the Recipient from any damages to the extent that Recipient's damages result from its compliance with NASDAQ OMX's instructions.\n9. Recipient acknowledges that NASDAQ OMX, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this Confidentiality Agreement in that monetary damages would be inadequate to compensate NASDAQ OMX for such a breach, and that in the event of any material breach or threatened material breach by the Recipient of any such provisions, NASDAQ OMX shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained by NASDAQ OMX. If NASDAQ OMX prevails in any action brought to enjoin a material breach or threatened breach of this Confidentiality Agreement, it shall be entitled to reasonable attorney's fees and costs in connection with such legal proceeding. This Confidentiality Agreement shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws.\n10. The representations and obligations of the Recipient relative to the Confidential Information shall survive the termination of this Confidentiality Agreement for a period up to three (3) years from the date of the completion or other termination of the Project.\n11. This Confidentiality Agreement contains the full and complete understanding of Recipient and NASDAQ OMX with respect to the subject matter and supersedes all prior representations and understandings whether they be oral or written.\n12. Recipient and NASDAQ OMX understand and agree that in the event any part, term or provision of this Confidentiality Agreement is held to be invalid or legally unenforceable, the validity of the remaining parts, terms or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Confidentiality Agreement did not contain the particular part, term, or provision held to be invalid.\n13. The persons executing this Confidentiality Agreement warrant that they have the authority to bind NASDAQ OMX and the Recipient to the terms and conditions embodied in this Confidentiality Agreement.\nAgreed and Accepted:\n____________________________________ (Recipient)\nBy: __________________________________________________________\nTitle: __________________________________________________________\nAuthorized Officer\nDate: __________________________________________________________\nThe NASDAQ OMX Group, Inc. (NASDAQ OMX)\nBy: __________________________________________________________\nTitle: __________________________________________________________\nAuthorized Officer\nDate: __________________________________________________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 410 - ], - [ - 410, - 462 - ], - [ - 462, - 506 - ], - [ - 507, - 968 - ], - [ - 969, - 1709 - ], - [ - 1709, - 1818 - ], - [ - 1818, - 2081 - ], - [ - 2081, - 2285 - ], - [ - 2286, - 2817 - ], - [ - 2818, - 3070 - ], - [ - 3070, - 3327 - ], - [ - 3327, - 3648 - ], - [ - 3648, - 3881 - ], - [ - 3882, - 4051 - ], - [ - 4051, - 4223 - ], - [ - 4223, - 4429 - ], - [ - 4430, - 4643 - ], - [ - 4644, - 4851 - ], - [ - 4852, - 4909 - ], - [ - 4909, - 5022 - ], - [ - 5022, - 5129 - ], - [ - 5129, - 5254 - ], - [ - 5254, - 5396 - ], - [ - 5397, - 5816 - ], - [ - 5816, - 6142 - ], - [ - 6143, - 6886 - ], - [ - 6886, - 7118 - ], - [ - 7118, - 7259 - ], - [ - 7260, - 7525 - ], - [ - 7526, - 7551 - ], - [ - 7551, - 7761 - ], - [ - 7762, - 8209 - ], - [ - 8210, - 8412 - ], - [ - 8413, - 8433 - ], - [ - 8434, - 8471 - ], - [ - 8471, - 8482 - ], - [ - 8483, - 8487 - ], - [ - 8487, - 8545 - ], - [ - 8546, - 8553 - ], - [ - 8553, - 8611 - ], - [ - 8612, - 8630 - ], - [ - 8631, - 8637 - ], - [ - 8637, - 8695 - ], - [ - 8696, - 8735 - ], - [ - 8736, - 8740 - ], - [ - 8740, - 8798 - ], - [ - 8799, - 8806 - ], - [ - 8806, - 8864 - ], - [ - 8865, - 8883 - ], - [ - 8884, - 8890 - ], - [ - 8890, - 8948 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5, - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 9, - 29 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5, - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.nasdaqtrader.com/content/AdministrationSupport/AgreementsTrading/3511_standard_nda.pdf" - }, - { - "id": 17, - "file_name": "36C25520Q0076-013.pdf", - "text": "CONFIDENTIALITY OF SENSITIVE INFORMATION NON-DISCLOSURE AGREEMENT\n1. This Non-Disclosure Agreement is entered into by the United States Department of Veterans Affairs (VA) and __________________________________, ___________________________________ on _______________. (Name of Contractor) (Name of Contracting Company) (mm/dd/yyyy)\nVA and the contractor have entered into a contract, _________________________________________________ (Enter identifying information on contract) ___________________________________________________________________________________________ under which the contractor will _________________________________________________________________ (Enter task that the contractor will perform) ___________________________________________________________________________________________ ___________________________________________________________________________________________ __________________________________________________________________________________________.\n2. In order to perform this contract, the contractor will need access to VA data, software, and computer systems either at a VA location, at the contractor's place of business, or both, in accordance with the contract.\n3. By signing this agreement, the contractor acknowledges and understands the following:\na. The contractor and any subcontractor(s) shall presume that the VA computer systems and storage media that the contractor or subcontractor access have sensitive information and applications, the modification or disclosure of which could cause significant harm or embarrassment to VA beneficiaries and employees and to VA's ability to perform its mission. If the security requirements for accessing, handling, and storing VA data and systems are specified in the contract, the contractor will comply with the contractual security requirements. If the contract does not contain the requirements, the contractor will handle the VA property with the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized access, use, dissemination, publication, or destruction that the contractor uses to protect its own sensitive information and systems.\nb. Any VA information, software, applications, computer systems, and hardware accessed by the contractor in the performance of the contract remain the sole property of VA.\nc. To the extent that any software or applications on the VA systems are protected by copyright, the contractor agrees that it will not copy or disclose them without first obtaining VA's prior written authorization, which will be provided only where authorized under applicable copyright law.\nd. The contractor, the contractor's employees, and any subcontractor and subcontractor's employees will access the VA information, software, applications, computer systems, and hardware which VA provides, or provides access to, only to the extent necessary, and only for the purpose of performing the contract. The contractor will take reasonable steps to ensure that it will allow only those contractor and subcontractor employees who need to see the VA materials in order to perform the contract to do so. However, this agreement also applies to any other VA systems or data to which the contractor may have access to or be disclosed to the contractor.\ne. The contractor will not authorize anyone else to access, disclose, modify, or destroy the information, software or applications on the VA systems provided or accessed under this contract without VA's prior written authorization.\nf. The contractor and its employees shall not make any copies of any VA information, including software or applications that are not copyrighted, except as necessary to restore VA computer systems or data storage devices to an operating state. Any copies made by the contractor or subcontractor shall be identified as VA property and handled as sensitive information under this non-disclosure agreement.\ng. Any information that the contractor and its employees learns about VA data and VA computer systems shall not be recorded except to the extent necessary to perform the contract, and such information, whether recorded or not, shall be handled as sensitive information under this agreement. The contractor may not use or disclose it except as the contractor is permitted to use or disclose VA sensitive information under the contract and this nondisclosure agreement.\nh. The contractor may disclose VA sensitive information to persons other than in the performance of this contract as authorized by the contract and this agreement in only two situations: (1) pursuant to an order of a court of competent jurisdiction; or (2) with VA's prior written authorization. Prior to any disclosure pursuant to a court order, the contractor shall promptly notify VA of the court order and provide VA with a copy by fax or e-mail, whichever is faster, and notify by telephone the VA individual designated in advance to receive such notices. If the contractor cannot notify VA before being compelled to produce the information under court order, the contractor will notify VA of the disclosure as soon as practical. The notice under this provision will include the following information to the extent that the contractor knows it, if it does not show on the face of the court order: the records disclosed pursuant to the order, to whom, where, and when, for what purpose, and any other information that the contractor reasonably believes is relevant to the disclosure.\ni. The contractor will refer all requests or demands for production of , or access to, VA data and systems to VA for response. The contractor will immediately inform VA by telephone, fax and/or e-mail of any access, disclosure, disposition or destruction of VA data and systems not authorized under the contract or this agreement. To the extent known, the contractor will notify VA of the information disclosed, to whom, how when, the reason for the access, disclosure, disposition or destruction, and any other information that the contractor considers relevant. VA will provide the contractor with the name, title, telephone number, fax number, and e-mail address of the VA official whom the contractor will notify if the records are requested, sought under a court order, or if any unauthorized access, modification, disposition, or destruction of VA sensitive information or computer systems occurs.\nj. The contractor, its employees, and its subcontractors and their employees will cooperate with VA and any law enforcement authority response for the investigation and prosecution of any possible criminal law violation(s) associated with any unauthorized access, disclosure, disposition, or destruction of VA property. The contractor will also cooperate with VA in any civil litigation to recover VA property, to obtain monetary or other compensation for a third party, or to obtain injunctive relief against any third party who accessed, modified, disclosed, or destroyed VA sensitive data and computer systems except as authorized under the contract or this agreement.\nk. Upon completion or termination of the contract for any reason, the contractor will immediately deliver all VA records, data, copies of VA records and data, software and equipment, and information about VA data and systems recorded or documented by the contractor, in its possession or the possession of any subcontractors, to the VA official designated in the contract or pursuant to this agreement. The contractor will not retain any copies of any of these documents.\nl. All additions to, or modifications of, this agreement must be in writing and signed by both parties.\nm. This agreement is made under, and shall be governed by, the laws of the United States.\n4. SECURITY\na. Contractor personnel performing work under this contract shall satisfy all requirements for appropriate security eligibility in dealing with access to sensitive information and information systems belonging to or being used on behalf of VA. To satisfy VA requirements, procedures defined in VA Directive & Handbook 0710, Personnel Suitability and Security Program are required.\nb. The investigative history for contractor personnel working under this contract must be maintained in the databases of either the Office of Personnel Management (OPM) or the Defense Industrial Security Clearance Organization (DISCO). Should the contractor use a vendor other than OPM or Defense Security Service (DSS) to conduct investigations, the investigative company must be certified by OPM/DSS to conduct contractor investigations.\nc. All costs associated with obtaining clearances for contractor provided personnel will be the responsibility of the contractor. Further, the contractor will be responsible for the actions of all individuals provided to work for VA under this contract. In the event that damages arise from work performed by contractor provided personnel, under the auspices of this contract, the contractor will be responsible for all resources necessary to remedy the incident.\n5. SOFTWARE PROGRAM INTEGRITY\nThe contractor warrants and represents that the contractor-supplied software, other than the key software, does not and will not contain any program routine, device, code, or instructions (including any code or instructions provided by third parties) or other undisclosed feature, including, without limitation, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, bug, error, defect, or trap door, that is capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with or otherwise harming the contractor software, any computers, networks, data, or other electronically stored information, or computer programs or systems (collectively, \"disabling procedures\"). Such representation and warranty applies regardless of whether such disabling procedures are authorized by the contractor to be included in the contractor software.\nIf the contractor incorporates into the contractor software programs or routines supplied by other vendors, licensors, or contractors (other than the key software), the contractor shall obtain comparable warranties from such providers, or the contractor shall take appropriate action to ensure that such programs or routines are free of disabling procedures. Notwithstanding any other limitations in this agreement, the contractor agrees to notify VA immediately upon discovery of any disabling procedures that are or may be included in the contractor software. If disabling procedures are discovered or reasonably suspect to be present in the contractor software, the contractor, as its entire liability and VA's sole and exclusive remedy for the breach of the warranty in this section, agrees to take action immediately, at its own expense, to identify and eradicate (or to equip VA to identify and eradicate) such disabling procedures and carry out any recovery necessary to remedy any impact of such disabling procedures.\nFederal Acquisition Regulation clause 52.246-18, Warranty of Supplies of a Complex Nature (May 2001), is hereby incorporated into VA Form 0752.\n(a) Definitions. As used in this clause - \"Acceptance\" means the act of an authorized representative of the Government by which the Government assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the contract. \"Supplies\" means the end items furnished by the Contractor and related services required under this contract. The word does not include \"data.\"\n(b) Contractor's obligations. (1) The Contractor warrants that for two years all supplies furnished under this contract will be free from defects in material and workmanship and will conform with all requirements of this contract; provided, however, that with respect to Government-furnished property, the Contractor's warranty shall extend only to its proper installation, unless the Contractor performs some modification or other work on the property, in which case the Contractor's warranty shall extend to the modification or other work. (2) Any supplies or parts thereof corrected or furnished in replacement shall be subject to the conditions of this clause to the same extent as supplies initially delivered. This warranty shall be equal in duration to that set forth in paragraph (b)(1) of this clause and shall run from the date of delivery of the corrected or replaced supplies. (3) The Contractor shall not be obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the Contractor by action of the Government. In the event that correction or replacement has been directed, the Contractor shall promptly notify the Contracting Officer, in writing, of the nonavailability. (4) The Contractor shall also prepare and furnish to the Government data and reports applicable to any correction required (including revision and updating of all affected data called for under this contract) at no increase in the contract price. (5) When supplies are returned to the Contractor, the Contractor shall bear the transportation costs from the place of delivery specified in the contract (irrespective of the f.o.b. point or the point of acceptance) to the Contractor's plant and return. (6) All implied warranties of merchant ability and \"fitness for a particular purpose\" are excluded from any obligation contained in this contract. (c) Remedies available to the Government. (1) In the event of a breach of the Contractor's warranty in paragraph (b)(1) of this clause, the Government may, at no increase in contract price - (i) Require the Contractor, at the place of delivery specified in the contract (irrespective of the f.o. b. point or the point of acceptance) or at the Contractor's plant, to repair or replace, at the Contractor's election, defective or nonconforming suppies; or (ii) Require the Contractor to furnish at the Contractor's plant the materials or parts and installation instructions required to successfully accomplish the correction. (2) If the Contracting Officer does not require correction or replacment of defective or nonconforming supplies or the Contractor is not obligated to correct or replace under paragraph (b)(3) of this clause, the Government shall be entitled to an equitable reduction in the contract price. (3) The Contracting Officer shall notify the Contractor in writing of any breach of the warranty in paragraph (b) of this clause within 45 days after discovery of the defect or intrusion. The Contractor shall submit to the Contracting Officer a written recommendation within 5 work days as to the corrective action required to remedy the breach. After the notice of breach, but not later than 10 work days after receipt of the Contractor's recommendation for corrective action, the Contracting Officer may, in writing, direct correction or replacement as in paragraph (c)(1) of this clause, and the Contractor shall, notwithstanding any disagreement regarding the existence of a breach of warranty, comply with this direction. If it is later determined that the Contractor did not breach the warranty in paragraph (b)(1) of this clause, the contract price will be equitably adjusted. (4) If supplies are corrected or replaced, the period for notification of a breach of the Contractor's warranty in paragraph (c)(3) of this clause shall be two years from the furnishing or return by the Contractor to the Government of the corrected or replaced supplies or parts thereof, or, if correction or replacement is effect by the Contractor at a Government or other activity, for two years thereafter. (5) The rights and remedies of the Government provided in this clause are in addition to and do not limit any rights afforded to the Government by any other clause of the contract.\nDEPARTMENT OF VETERANS AFFAIRS CONTRACTOR\nSIGNATURE DATE SIGNATURE DATE\nPRINT NAME PRINT NAME\nPRINT TITLE PRINT TITLE\n", - "spans": [ - [ - 0, - 65 - ], - [ - 66, - 89 - ], - [ - 89, - 248 - ], - [ - 248, - 268 - ], - [ - 268, - 331 - ], - [ - 332, - 384 - ], - [ - 384, - 434 - ], - [ - 434, - 478 - ], - [ - 478, - 570 - ], - [ - 570, - 602 - ], - [ - 602, - 668 - ], - [ - 668, - 714 - ], - [ - 714, - 806 - ], - [ - 806, - 898 - ], - [ - 898, - 989 - ], - [ - 990, - 1208 - ], - [ - 1209, - 1297 - ], - [ - 1298, - 1655 - ], - [ - 1655, - 1843 - ], - [ - 1843, - 2175 - ], - [ - 2176, - 2347 - ], - [ - 2348, - 2640 - ], - [ - 2641, - 2952 - ], - [ - 2952, - 3149 - ], - [ - 3149, - 3295 - ], - [ - 3296, - 3527 - ], - [ - 3528, - 3772 - ], - [ - 3772, - 3931 - ], - [ - 3932, - 4223 - ], - [ - 4223, - 4399 - ], - [ - 4400, - 4587 - ], - [ - 4587, - 4653 - ], - [ - 4653, - 4696 - ], - [ - 4696, - 4961 - ], - [ - 4961, - 5135 - ], - [ - 5135, - 5487 - ], - [ - 5488, - 5615 - ], - [ - 5615, - 5819 - ], - [ - 5819, - 6052 - ], - [ - 6052, - 6391 - ], - [ - 6392, - 6712 - ], - [ - 6712, - 7063 - ], - [ - 7064, - 7467 - ], - [ - 7467, - 7535 - ], - [ - 7536, - 7639 - ], - [ - 7640, - 7729 - ], - [ - 7730, - 7741 - ], - [ - 7742, - 7986 - ], - [ - 7986, - 8122 - ], - [ - 8123, - 8359 - ], - [ - 8359, - 8562 - ], - [ - 8563, - 8693 - ], - [ - 8693, - 8817 - ], - [ - 8817, - 9026 - ], - [ - 9027, - 9056 - ], - [ - 9057, - 9789 - ], - [ - 9789, - 9953 - ], - [ - 9954, - 10313 - ], - [ - 10313, - 10516 - ], - [ - 10516, - 10979 - ], - [ - 10980, - 11123 - ], - [ - 11124, - 11141 - ], - [ - 11141, - 11453 - ], - [ - 11453, - 11563 - ], - [ - 11563, - 11596 - ], - [ - 11597, - 11627 - ], - [ - 11627, - 12139 - ], - [ - 12139, - 12313 - ], - [ - 12313, - 12385 - ], - [ - 12385, - 12486 - ], - [ - 12486, - 12756 - ], - [ - 12756, - 12917 - ], - [ - 12917, - 13164 - ], - [ - 13164, - 13418 - ], - [ - 13418, - 13565 - ], - [ - 13565, - 13607 - ], - [ - 13607, - 13678 - ], - [ - 13678, - 13756 - ], - [ - 13756, - 14019 - ], - [ - 14019, - 14189 - ], - [ - 14189, - 14374 - ], - [ - 14374, - 14479 - ], - [ - 14479, - 14589 - ], - [ - 14589, - 14667 - ], - [ - 14667, - 14825 - ], - [ - 14825, - 15047 - ], - [ - 15047, - 15206 - ], - [ - 15206, - 15293 - ], - [ - 15293, - 15363 - ], - [ - 15363, - 15488 - ], - [ - 15488, - 15773 - ], - [ - 15773, - 15953 - ], - [ - 15954, - 15995 - ], - [ - 15996, - 16025 - ], - [ - 16026, - 16047 - ], - [ - 16048, - 16071 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 22, - 23 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22, - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.vendorportal.ecms.va.gov/FBODocumentServer/DocumentServer.aspx?DocumentId=5279509&FileName=36C25520Q0076-013.pdf" - }, - { - "id": 19, - "file_name": "426-2017_Appendix_C-Sample_Non-Disclosure_Agreement.pdf", - "text": "APPENDIX C \u2013 SAMPLE NON-DISCLOSURE AGREEMENT\nNON-DISCLOSURE AGREEMENT\nTo register, please complete and return this Non-Disclosure Agreement by fax:\n(204) 949-1178 to:\nTO: The City of Winnipeg\nAttn: Contracts Officer\nREFERENCE: Request for Proposal No. 426-2017 REQUEST FOR PROPOSAL FOR PROFESSIONAL CONSULTING SERVICES FOR EVALUATION STUDY OF WASTEWATER SCADA COMMUNICATIONS SYSTEM (the \u201cRFP\u201d)\nIn consideration of receiving Confidential Information from the City of Winnipeg and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ___________________________(insert name of legal name of counterparty) (the \u201cConfidant\u201d) agrees as follows:\n1. Definitions: In this Agreement the following terms shall have the following meanings:\na) \u201cAgreement\u201d means this agreement.\nb) \u201cConfidant\u201d means the Person named as such above.\nc) \u201cConfidential Information\u201d means any and all information, regardless of form, format or medium (including without limitation visual or oral information), of, related to, concerning, or resulting from, the City, the RFP and/or the Permitted Use, which comes into the possession or knowledge of the Confidant, including, without limitation, the RFP, documents, business information, know how, data, trade secrets, processes, designs, communications, materials, drawings, diagrams, computer programs, concepts, and any and all copies, reproductions, modifications, and derivative works.\nd) \u201cEffective Date\u201d is the day and date last below written. e) \u201cCity\u201d means The City of Winnipeg. f) \u201cPermitted Use\u201d means private evaluation by the Confidant solely for the purpose of preparing a submission(s) to City in response to the RFP, and for no other purpose whatsoever.\ng) \u201cPerson\u201d shall be broadly interpreted to include, without limitation, any corporation, partnership, other entity, or individual.\nh) \u201cThird Party\u201d means any Person other than City or Confidant.\n2. Access/Use of Confidential Information: Subject to the terms and conditions of this Agreement, Confidant may use the Confidential Information only for the Permitted Use and for no other purpose whatsoever. Confidant acknowledges and agrees that City reserves the full independent right to modify the scope and content of Confidential Information available for access and/or use hereunder at any time and without prior notice.\n3. Restrictions: Confidant agrees that:\na) Confidential Information shall be kept in the strictest confidence without limitation of time, and shall not be disclosed to any Third Party;\nb) Confidant shall restrict access to Confidential Information only to its employees with a need to know to carry out the Permitted Use, and prior to disclosing same, each such employee shall be made aware of the terms and conditions of this Agreement; and\nc) Confidant shall cause all of its applicable employees to observe the terms of this Agreement, and shall be responsible for any breach of the terms of this Agreement by it or any such employee. 4. Return of Confidential Information: The Confidant shall immediately on notice at any time from City return to City, or destroy, any and all Confidential Information in accordance with City\u2019s direction.\n5. Continuing Obligations and Remedies: The obligations of Confidant under this Agreement shall not terminate but shall continue without limitation of time. Confidant acknowledges and agrees that a breach of any term or condition of this Agreement shall cause irreparable harm to City which cannot be adequately compensated for in damages, and accordingly Confidant agrees that City shall be entitled, in addition to any other remedies available to it, to interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of this Agreement.\n6. No License Granted: Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City\u2019s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.\n7. Enurement: This Agreement shall be binding and shall enure to the benefit of the parties hereto, and their respective legal representatives, successors and permitted assigns.\n8. Governing Law and Interpretation: This Agreement shall be subject to, interpreted, performed and enforced in accordance with the laws of Manitoba and the applicable laws of Canada without regard to Manitoba or Federal Canadian law governing conflicts of law, even if one or more of the parties to this Agreement is resident of or domiciled in any other province or country. Section headings in this Agreement are for the convenience of the parties only, and shall not affect the interpretation of this Agreement.\n9. Severability: If any provision in this Agreement is illegal, invalid or unenforceable at law, it shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect. The parties agree that they shall endeavor to replace any such severed provision with a new provision which achieves substantially the same practical effect and which is valid and enforceable.\n10. No Waiver: No waiver of any provision of this Agreement, or a breach thereof, shall be effective unless it is in writing and signed by the party waiving the provision or the breach thereof. No waiver of a breach of this Agreement, whether express or implied, shall constitute a waiver of a subsequent breach thereof.\n11. Amendments: No amendment or change or modification of this Agreement shall be valid unless it is in writing and signed by both parties.\n12. Assignment: Confidant shall not assign this Agreement without first having obtained the prior written consent of City. No assignment of this Agreement shall operate so as to relieve Confidant from any obligation of this Agreement.\n13. No Authority: This Agreement shall not create, nor shall it be deemed to create, the relationship of employer and employee, principal and agent, partnership, or joint venture, between City and Confidant. Confidant has no authority whatsoever to make any representation in respect of, enter any commitment on behalf of, or incur any liability for or on behalf of, City, or to bind or purport to bind City to any Third Party in any way whatsoever.\n14. Further Acts and Assurances: Each of the parties shall, from time to time, do all acts and things and execute from time to time all such further documents and assurances as may be necessary to carry out and give effect to the terms and conditions of this Agreement.\n15. Opportunity to Negotiate: Both parties have had the opportunity to negotiate, review and comment upon this Agreement, and obtain independent legal advice with respect to the content, meaning, and legal effect of this Agreement.\n18. Fax Execution: This Agreement may be executed in any number of counterparts, including counterparts signed by fax, each of which shall be deemed an original and all of which together shall constitute one in the same instrument. A photocopied and/or fax copy of this Agreement bearing the signature of each party, in a single document or counterparts thereof as provided herein, shall be deemed an original execution version of this Agreement.\nIN WITNESS WHEREOF, an authorized representative of the Confidant has executed and delivered this Agreement, as of the ____ (day) day of _________ (month), 2016 (the \u201cEffective Date\u201d).\nAuthorized Signature __________________________________\nPrint Name: __________________________________\nTitle: __________________________________\nConfidant Contact:\nCompany Name: ___________________________________\nContact Name: ___________________________________\nTitle: ___________________________________\nTelephone: _____________________ Fax: _______________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 69 - ], - [ - 70, - 147 - ], - [ - 148, - 166 - ], - [ - 167, - 191 - ], - [ - 192, - 215 - ], - [ - 216, - 393 - ], - [ - 394, - 579 - ], - [ - 579, - 686 - ], - [ - 687, - 703 - ], - [ - 703, - 775 - ], - [ - 776, - 812 - ], - [ - 813, - 865 - ], - [ - 866, - 1452 - ], - [ - 1453, - 1513 - ], - [ - 1513, - 1551 - ], - [ - 1551, - 1732 - ], - [ - 1733, - 1864 - ], - [ - 1865, - 1928 - ], - [ - 1929, - 2138 - ], - [ - 2138, - 2357 - ], - [ - 2358, - 2397 - ], - [ - 2398, - 2542 - ], - [ - 2543, - 2799 - ], - [ - 2800, - 2996 - ], - [ - 2996, - 3200 - ], - [ - 3201, - 3241 - ], - [ - 3241, - 3358 - ], - [ - 3358, - 3779 - ], - [ - 3780, - 4056 - ], - [ - 4056, - 4192 - ], - [ - 4193, - 4207 - ], - [ - 4207, - 4370 - ], - [ - 4371, - 4408 - ], - [ - 4408, - 4748 - ], - [ - 4748, - 4886 - ], - [ - 4887, - 4904 - ], - [ - 4904, - 5107 - ], - [ - 5107, - 5299 - ], - [ - 5300, - 5315 - ], - [ - 5315, - 5494 - ], - [ - 5494, - 5620 - ], - [ - 5621, - 5637 - ], - [ - 5637, - 5760 - ], - [ - 5761, - 5884 - ], - [ - 5884, - 5995 - ], - [ - 5996, - 6014 - ], - [ - 6014, - 6204 - ], - [ - 6204, - 6445 - ], - [ - 6446, - 6715 - ], - [ - 6716, - 6947 - ], - [ - 6948, - 6967 - ], - [ - 6967, - 7180 - ], - [ - 7180, - 7394 - ], - [ - 7395, - 7579 - ], - [ - 7580, - 7601 - ], - [ - 7601, - 7635 - ], - [ - 7636, - 7648 - ], - [ - 7648, - 7682 - ], - [ - 7683, - 7690 - ], - [ - 7690, - 7724 - ], - [ - 7725, - 7743 - ], - [ - 7744, - 7758 - ], - [ - 7758, - 7793 - ], - [ - 7794, - 7808 - ], - [ - 7808, - 7843 - ], - [ - 7844, - 7851 - ], - [ - 7851, - 7886 - ], - [ - 7887, - 7898 - ], - [ - 7898, - 7920 - ], - [ - 7920, - 7925 - ], - [ - 7925, - 7940 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 22, - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://winnipeg.ca/finance/findata/matmgt/documents/2017/426-2017/426-2017_Appendix_C-Sample_Non-Disclosure_Agreement.pdf" - }, - { - "id": 20, - "file_name": "5-Appendix-Non-Disclosure-Agreement-Mutual.pdf", - "text": "Mutual Non-Disclosure Agreement\nThis Mutual Non-Disclosure Agreement (the \u201cAgreement\u201d) is entered into between\n[Full business name/Name], [Org No], [Address]; and\n[Full business name/Name], [Org No], [Address]\nEach also individually referred to as \u201cParty\u201d and jointly as the \u201cParties\u201d.\n1. Introduction\n1.1 The Parties wish to explore a possible co-operation regarding [brief description]. The Parties may during the evaluations, discussions and negotiations disclose to each other essential information regarding its operations, which they consider to be confidential.\n1.2 The Parties acknowledge that this confidential information is an essential part of the Disclosing Party\u2019s operations and the result of an unauthorised disclosure thereof will be a damaged competitive situation for the Disclosing Party, commercially and/or academically. The Parties therefore agree that the disclosure and use of the Confidential Information shall be made on the terms and conditions of this Agreement.\n2. Confidentiality and Non-Use\n2.1 For the purpose of this Agreement, \u201cConfidential Information\u201d means any information received by a Party (the \u201cReceiving Party\u201d) regarding the other Party\u2019s (the \u201cDisclosing Party\u201d) business, research, products and/or services, such as all information and technology, including without limitation, research, inventions, manufacture methods, data, designs, plans, drawings, know-how, IT systems, software, processes, schematics, blueprints, records, reports, models, prototypes and descriptions related thereto, customers, partners, as well as the terms and conditions of this Agreement and information furnished during discussions or oral presentations, whether or not designated as confidential at the time of disclosure.\n2.2 Confidential Information shall not include information that:\ni. is or becomes part of the public domain through no fault or breach on the part of Receiving Party;\nii. was previously known to the Receiving Party free of any obligation to keep it confidential, as evidenced by its business records;\niii. is lawfully obtained by the Receiving Party from a third party; or\niv. is independently developed by the Receiving Party without the use of any Confidential Information, as evidenced by its records.\n2.3 This Agreement will not be deemed to restrict either Party from complying with a lawfully issued governmental order, order of a court of competent jurisdiction or other legal requirement to produce or disclose Confidential Information; provided, however, that the Receiving Party will promptly notify the Disclosing Party upon learning of such order or requirement.\n2.4 The Parties shall only use Confidential Information for the purpose of negotiation and/or evaluation of any co-operation between the Parties. The Parties shall not disclose Confidential Information to any third party, other than to their officers, employees or consultants (engaged in the matter of this Agreement) on a need to know basis, without the prior written approval of the other Party. Each Party shall ensure that any of its officers, employees, and consultants that receive Confidential Information is bound by confidentiality undertakings that provide at least the same level of protection as is provided by this Agreement.\n3. Return of Confidential Information\n3.1 All Confidential Information disclosed by the Disclosing Party to the Receiving Party shall remain the property of the Disclosing Party. The Receiving Party shall not be entitled to copy any Confidential Information furnished by the Disclosing Party hereunder, unless and to the extent it is necessary for the purpose of this Agreement. Upon request of the Disclosing Party or upon the termination of this Agreement, the Receiving Party shall return, delete or destroy (as instructed in writing by the Disclosing Party) all Confidential Information, and all copies thereof. The Receiving Party shall certify in writing that the information has been returned, deleted or destroyed (as applicable) and that no copies have been retained of any such Confidential Information, either partly or wholly.\n4. Intellectual Property Rights\n4.1 All Confidential Information (including but not limited to all intellectual property rights emanating from or related to Confidential Information) remains the exclusive property of the Disclosing Party and nothing in this Agreement grants any right or license in the Confidential Information to the Receiving Party.\n5. Liquidated Damages [only applicable for agreements between commercial partners]\n5.1 In the case of any breach of any material obligations under this Agreement by the Receiving Party or any permitted third party who has received Confidential Information according to this Agreement, the Receiving Party shall be liable to pay liquidated damages to the Disclosing Party amounting to SEK [amount] for each such breach of its obligations. Notwithstanding the right to receive liquidated damages, the Disclosing Party has the right to take any other legal measures available and to claim and receive compensation for damages exceeding any liquidated damages, including but not limited to loss of profit.\n6. Term and termination\n61. This Agreement shall remain in force and effect for [one (1)] year when duly signed by both Parties, provided, however that the confidentiality obligations imposed on the Receiving Party under this Agreement shall continue for a period of [five (5)] years after termination of the Agreement, except to the extent this Agreement is superseded by stipulations of a contemplated agreement. The provisions of this Agreement shall apply retroactively to any Confidential Information, which has been disclosed in accordance with this Agreement and in connection with discussions and negotiation regarding the possible co-operation described in this Agreement prior to the effective date of the Agreement.\n7. Assignment\n7.1 Neither Party shall have the right to assign this Agreement without the prior written consent of the other Party.\n8. Governing Law and Dispute Resolution\n8.1 This Agreement shall be construed in accordance with and be governed by the substantive laws of Sweden.\n8.2 Any dispute, controversy or claim arising out of or in connection with this Agreement shall be exclusively settled by the District Court of [city] as first instance. [Alt. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be [City]. The language to be used in the arbitral proceedings shall be [English].] This Agreement has been executed in two copies of which the Parties have taken one each.\nPlace: Place:\nDate: Date:\n[Full organisation name/Name] [Full organisation name/Name]\n__________________________ __________________________\n[Name of the signatory] [Name of the signatory]\n[Title of signatory] [Title of signatory]\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 59 - ], - [ - 59, - 110 - ], - [ - 111, - 162 - ], - [ - 163, - 209 - ], - [ - 210, - 285 - ], - [ - 286, - 301 - ], - [ - 302, - 306 - ], - [ - 306, - 389 - ], - [ - 389, - 568 - ], - [ - 569, - 573 - ], - [ - 573, - 843 - ], - [ - 843, - 991 - ], - [ - 992, - 1022 - ], - [ - 1023, - 1027 - ], - [ - 1027, - 1748 - ], - [ - 1749, - 1813 - ], - [ - 1814, - 1915 - ], - [ - 1916, - 2049 - ], - [ - 2050, - 2121 - ], - [ - 2122, - 2253 - ], - [ - 2254, - 2258 - ], - [ - 2258, - 2623 - ], - [ - 2624, - 2628 - ], - [ - 2628, - 2770 - ], - [ - 2770, - 3023 - ], - [ - 3023, - 3263 - ], - [ - 3264, - 3301 - ], - [ - 3302, - 3443 - ], - [ - 3443, - 3643 - ], - [ - 3643, - 3880 - ], - [ - 3880, - 4102 - ], - [ - 4103, - 4134 - ], - [ - 4135, - 4454 - ], - [ - 4455, - 4537 - ], - [ - 4538, - 4542 - ], - [ - 4542, - 4893 - ], - [ - 4893, - 5156 - ], - [ - 5157, - 5180 - ], - [ - 5181, - 5572 - ], - [ - 5572, - 5883 - ], - [ - 5884, - 5897 - ], - [ - 5898, - 6015 - ], - [ - 6016, - 6055 - ], - [ - 6056, - 6060 - ], - [ - 6060, - 6163 - ], - [ - 6164, - 6168 - ], - [ - 6168, - 6334 - ], - [ - 6334, - 6589 - ], - [ - 6589, - 6630 - ], - [ - 6630, - 6703 - ], - [ - 6703, - 6791 - ], - [ - 6792, - 6805 - ], - [ - 6806, - 6817 - ], - [ - 6818, - 6877 - ], - [ - 6878, - 6905 - ], - [ - 6905, - 6931 - ], - [ - 6932, - 6956 - ], - [ - 6956, - 6979 - ], - [ - 6980, - 7001 - ], - [ - 7001, - 7021 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15, - 16 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 21 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://swelife.se/wp-content/uploads/2016/12/5-Appendix-Non-Disclosure-Agreement-Mutual.pdf" - }, - { - "id": 27, - "file_name": "AICPMutualNDA_1219166_writableV2.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement ('Agreement\") is made and entered into as of __________, 20__ (\"Effective Date\") by and between ______________________________ (\u201cProducer\u201d) and___________________________________, (\u201cAgency\u201d) (each a \"Party\" and collectively referred to herein as the \"Parties\").\nFor purposes of this Agreement \u201cAgency\u201d means the undersigned Advertising Agency, \u201cClient\u201d means the advertiser client of the Agency identified on the signature page of this Agreement; \u201cCommercial\u201d means a commercial production referred to in the Producer\u2019s bid/specification form. The term \u201cAgency Affiliate\u201d means (i) the wholly owned subsidiary of the Agency\u2019s parent (\u201cOwner\u201d) where the Agency is also a wholly owned subsidiary (ii) which Agency Affiliate is an advertising agency and does not operate as a commercial production, post production business or acts as an in-house cost consulting entity. Agency represents that it is soliciting bona fide bids for the production of the Commercial and Producer represents that its bid, if submitted, shall be a bona fide bid. If the terms and conditions of this Agreement are inconsistent with those in Client\u2019s or Agency\u2019s bid/specification form, production agreement or purchase order that address the subject matter of this Agreement, the terms and conditions of this Agreement shall control. Agency is signing this Agreement for itself and for its Client who is also a \u201cParty,\u201d \u201cRecipient\u201d and \u201cDiscloser\u201d under this Agreement.\nNow, therefore, the Parties agree as follows:\n1. Confidential Information. Each Party receiving Confidential Information (as defined below) (each, a \"Recipient,\" and together, the \"Recipients\"), is receiving confidential disclosure of certain confidential or proprietary technical, business, operational, financial and/or commercial information, trade secret information and/or any information of the other designated as \u201cConfidential\u201d, \u201cProprietary\u201d or by similar designation, or which under the circumstances surrounding disclosure ought to be treated as confidential (\"Confidential Information\") for the purpose of exploring, establishing, performing or carrying out a contractual business relationship for the production by the Producer of the Commercial and/or other commercial productions for the Client (collectively and severally, the \u201cTransaction\"). Each disclosing Party (each a \"Discloser\") would not disclose its Confidential Information without the Recipient's agreement to maintain the Confidential Information in confidence and to use such Confidential Information solely as permitted under this Agreement. Confidential Information can be in any form (e.g. electronic, digital, analog, hard copy or oral). Nothing in this Agreement shall require a Party to disclose its Confidential Information.\nSpecifically, with respect to the Producer, the term \u201cConfidential Information\u201d includes confidential and proprietary information of Producer disclosed in connection with the Transaction (during each phase including pre-production, conference(s), pre-bid, bid, production, shoot, wrap and post-production) and regardless of whether a commercial production project is awarded to Producer, including, but not limited to, production costs, discounts, bids, budgets, treatments, prices, relationships with employees, independent contractors and vendors, specifications, sources, layouts, breakdowns, approach to a commercial project, financial and technical information, ideas, designs, specifications, techniques, models, data, programs, processes, technologies and methods of producing the work, all customized terms of, and attachments to, the Producer\u2019s bid/specification form or production contract or other production documents, processes, know-how, customer lists, marketing plans, systems and reports, and information discussed by Producer at any Agency or Client meetings.\n2. Non-Use and Non-Disclosure. Recipients will not disclose, distribute, copy or use any Confidential Information or the fact that a Transaction is being considered or is under a production contract without the prior written consent of the other Party and then only to the extent specified in such consent. Confidential Information may be used only to the extent reasonably required for the purposes of evaluating, producing or carrying out the Transaction; provided however, that Recipients may only disclose the Confidential Information to those of its contractors, vendors, directors, officers, advisors, agents and employees (\"Representatives\") who need to know such Confidential Information for the purpose of evaluating, performing or carrying out or producing the Transaction and who shall be bound by a written agreement or other legally enforceable written obligations to preserve the confidentiality of the Confidential Information in a manner consistent with this Agreement. The Recipient will be responsible for any breach of this Agreement by it or its Representatives, whether or not such Representatives are associated with the Discloser at the time of the breach.\nWithout limiting the foregoing, where the Discloser is the Producer and a Recipient Representative is a cost consultant of the Client or Agency, the Recipient shall secure its Representative\u2019s express written agreement that it will not make any business or other use of, and will in perpetuity hold in confidence, all Confidential Information acquired or learned by such Representative and shall not use or disclose such information except as permitted in this Agreement. Prohibited uses and disclosures by such Representative include, but are not limited to, uses for or disclosures to a competitor of the Producer and uses for or disclosures to any other client or prospective client of such Representative, regardless of whether the Confidential Information is aggregated with other information or its not identified with the Producer.\nProducer Confidential Information may be disclosed to the Owner (unless an independent third party is required by the FTC/DOJ) for purposes permitted under this Agreement and disclosed, on an aggregate basis, to other Agency Affiliates provided: (i) the Owner and each Agency Affiliate Recipient agrees to be bound by this Agreement; (ii) Producer Confidential Information to be disclosed is at least three months old; (iii) Producer Confidential Information is aggregated with similar types of confidential information of at least 4 other commercial producers with whom the Agency or Agency Affiliate have contracted to produce commercials and who have consented in writing to have their confidential information aggregated and disclosed in accordance with this procedure provided however that no aggregated producer confidential information represents more than 25% on a weighted basis of any statistic and further provided that all information is sufficiently aggregated such that it would not allow a Recipient to identify the Confidential Information of the Producer or of any other producer whose confidential information is aggregated.\nThe obligations of confidentiality in this Agreement do not extend to any item of Confidential Information which (i) is publicly known at the time of its disclosure, (ii) is lawfully received by a Recipient from a third party not known to the Recipient to be under a similar confidential agreement to this Agreement or under obligation of confidentiality to the Discloser, (iii) is published or otherwise made known to the public by the Discloser of Confidential Information, (iv) was generated independently by the receiving Recipient without reliance on Confidential Information (as proven by supporting documentation evidencing such independent generation) or (v) was received either prior to the Effective Date of this Agreement or was received for the first time only after the termination or expiration of this Agreement.\n3. Maintenance of Confidentiality. Recipient agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no event less than reasonable measures. Recipient shall reproduce Discloser's proprietary rights notices on any copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify Discloser upon discovery of any loss or unauthorized disclosure of any Confidential Information.\nIf the Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or governmental body, Recipient agrees to (i) immediately notify the Discloser of the existence, terms and circumstances surrounding such a request, so that the Discloser may seek an appropriate protective order or other reliable written assurance that confidential treatment will be accorded to Confidential Information, and (ii) only disclose that portion of the Confidential Information which counsel advises is legally required to be disclosed. At all times, the Discloser shall retain sole ownership of its Confidential Information.\n4. Return of Materials. At the request of the Discloser, Recipient will promptly return to the Discloser or at Discloser\u2019s instructions destroy any written or electronic Confidential Information and all physical media on which Confidential Information was received from the other Recipient, including any copies thereof, with a letter confirming that the Confidential Information has not been reproduced or copied or that all copies have been returned and that none of the Confidential Information was disclosed to anyone except in accordance with this Agreement. The Recipient and its Representatives shall not retain any copies, extracts or other reproductions, in whole or in part, of such written or electronic material, except as may be needed to comply with applicable law and, provided that Recipient may retain one copy of Confidential Information in its confidential files for use only in the event a dispute arises between the Parties hereunder and only in connection with that dispute.\n5. No Warranty. All confidential information is provided \"as is\" and Disclosers make no warranties of any kind, express, implied or otherwise, regarding the accuracy, utility, completeness or performance of any Confidential Information.\n6. No License. Nothing in this Agreement is intended to grant any rights to the Recipient in any copyrights or other intellectual property of the Discloser, nor shall this Agreement grant any Party any proprietary rights in or to the Confidential Information of the other Party.\n7. Term. Recipient's obligations under this Agreement with respect to disclosures of Confidential Information made hereunder shall expire five (5) years from the date this Agreement is executed by the Parties.\n8. Remedies. Each Recipient acknowledges that a violation of this Agreement would cause irreparable harm to the Discloser for which no adequate remedy at law exists and each Recipient therefore agrees that, in addition to any other remedies available, both Parties will be entitled to seek injunctive relief to enforce the terms of this Agreement without a requirement that Discloser prove irreparable harm or provide the posting of a bond.\n9. Miscellaneous. The terms of this Agreement may be modified or waived only by a separate writing signed by the Parties expressly so modifying or waiving such terms. No failure or delay by the Discloser in exercising any right, power or privilege shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privilege hereunder. The unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of the State of ____________________ without giving effect to any conflicts or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. This Agreement may be executed in counterparts, with each an original and both of which together shall constitute one and the same instrument, and the Parties agree that they will be bound by electronic signatures. The Parties expressly agree and acknowledge that any disputes relating to this Agreement will be exclusively adjudicated by federal and state courts located in_______________________.\nEach person who signs this Agreement represents that he/she has the authority and is empowered to sign and deliver this Agreement on behalf of the Recipient that he/she represents. IN WITNESS WHEREOF, the undersigned have executed this Mutual Non-Disclosure Agreement as of the date first set forth above.\nPRODUCER\nBy: __________________________________________\nName: ________________________________________\nTitle: _________________________________________\nAddress: ______________________________________\n______________________________________________\nAGENCY FOR ITSELF AND ITS\nADVERTISER/CLIENT\nBy: __________________________________________\nName: ________________________________________\nTitle: _________________________________________\nAddress: ______________________________________\n______________________________________________\nADVERTISER/CLIENT OF AGENCY\nAS IDENTIFIED TO PRODUCER BY\nAGENCY:\nName of Client: __________________________________________\nAddress of Client: ________________________________________\n_______________________________________________________\nContact Person: __________________________________________\n", - "spans": [ - [ - 0, - 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"spans": [ - 46 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 40, - 41 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 31 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.aicp.com/assets/editor/AICPMutualNDA_1219166_writableV2.pdf" - }, - { - "id": 28, - "file_name": "ATI%20504%20US%20Mutual%20NDA.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT between _ , a corporation having offices at ( Company ), and AMPHENOL Tuchel Industrial GmbH, (\u201cAmphenol\u201d), is effective as\nWHEREAS, for the purpose stated in Section 2 below, Company and Amphenol (collectively referred to as the \u201cParties\u201d and individually referred to as a \u201cParty\u201d) have determined to establish terms governing the use and protection of Confidential Information (as defined in Section 1 below) that one Party (\u201cOwner\u201d) may disclose to the other Party (\u201cthe Recipient\u201d).\nNOW, THEREFORE, the Parties agree as follows:\n1. \u201cConfidential Information\u201d means information that relates to the purpose stated in Section 2 below that has been designated as proprietary by the disclosing party with an appropriate conspicuous stamp or legend on the document exchanged or, although not related to such purpose, is nevertheless disclosed, and that should reasonably have been understood by the Recipient, because of appropriate and conspicuous legends or other markings, to be proprietary and confidential to the Owner, an Affiliate of the Owner or to a third party. The term \u201cAffiliate\u201d means any person or entity directly or indirectly controlling controlled by, or under common control with a Party. Confidential Information may be disclosed in written or other tangible form (including magnetic media) or by oral, visual or other means. In addition, information and data disclosed orally shall be subject to the provisions of this Agreement provided; (a) the disclosing party clearly identifies the orally disclosed data as proprietary at the time of disclosure, and (b) such orally disclosed data is subsequently reduced to writing, marked with an appropriate stamp or legend and provided in writing as Confidential Information pursuant to Article 2 within ten (10) days of such oral disclosures.\n2. Confidential Information disclosed hereunder is intended to be used for the purpose of discussing the following general business opportunities: (the \u201cPurpose\u201d).\n3. The Recipient shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Recipient may disclose Confidential Information received hereunder to (i) its Affiliates, to its employees and agents, and its Affiliates\u2019 employees and agents, who have a need to know the Confidential Information, and who agree to protect the Confidential Information from unauthorized use and disclosure. Confidential Information shall be used solely for the Purpose and shall not otherwise be disclosed to any third party without the prior written consent of the Owner.\n4. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information, which is:\n(a) in the public domain as of the date of this Agreement or which later comes into the domain from a source other than the Recipient;\n(b) in the Recipient\u2019s possession free of any obligation of confidence at the time of Owner\u2019s communication thereof to the Recipient;\n(c) developed by the Recipient independently of and without reference to any of the Owner\u2019s Confidential Information or other information that the Owner disclosed in confidence to any third party and there is tangible evidence to support such independent development;\n(d) rightfully obtained by the Recipient from third parties authorized to make such disclosure without restriction; or\n(e) approved for release by prior written authorization of the Owner.\n5. In the event the Recipient is required by law, regulation or court order to disclose any of the Owner\u2019s Confidential Information, the Recipient will promptly notify the Owner in writing prior to making any such disclosure in order to facilitate seeking a protective order by the Owner or other appropriate remedy from the proper authority. The Recipient agrees to cooperate with the Owner in seeking such order or other remedy. The Recipient further agrees that if the Owner is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which it is legally required, and it will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.\n6. All Confidential Information disclosed under this Agreement (including without limitation, information in computer software or held in electronic storage media) shall be and remain the property of the Owner. All such Confidential Information in tangible form shall be returned to the Owner promptly upon written request or the termination or expiration of this Agreement, and shall not thereafter be retained in any form by the Recipient, its Affiliates, or any employees or independent contractors of the Recipient or its Affiliates. The Recipient shall also certify to the Owner the timely destruction of all copies of Confidential Information and all notes and memoranda, in whatever form maintained, incorporating any Confidential Information.\nThe Parties\u2019 representatives primarily responsible for coordinating disclosure and receipt of Confidential Information and further responsible for destruction and/or return of Confidential Information, upon termination of this Agreement are:\nIf to Amphenol:\nName:\nTitle:\nAddress:\nTelephone:\nFacsimile:\nIf to:\nName:\nTitle:\nAddress:\nTelephone:\nFacsimile:\nAny notice required or contemplated by this Agreement shall be given in writing to the individuals whose names are set forth above either via hand delivery or by confirmed facsimile transmission or by Federal Express or comparable overnight carrier.\n7. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement. Neither Party shall be obligated by this Agreement to disclose any Confidential Information which it does not wish to disclose or to enter into any other agreement or transaction or to purchase from or provide to the other Party any service or product.\n8. The Owner represents that it has the authority to disclose to the Recipient any Confidential Information, which it elects to disclose hereunder. The Owner shall not, however, have any liability or responsibility for errors or omissions in, or any decisions made by the Recipient in reliance on, any Confidential Information disclosed under this Agreement.\n9. Each party agrees to protect Confidential Information received from the other by exercising, at a minimum, the same level of care it uses to protect its own confidential information and agrees that it will (a) use such Confidential Information only for the purposes of this Agreement; (b) only make such Confidential Information available to its employees having a \u201cneed to know\u201d; (c) not disclose the Confidential Information to any third person, except that Confidential Information may be disclosed to the demand of the Government (d) not copy or reproduce Confidential Information in whole or in part, except as necessary to carry out the purposes of this Agreement, provided that, if they do copy or reproduce Confidential Information in whole or in part, the reproduction shall carry a proprietary notice or legend similar to that which appears on the original; (e) not manufacture, sell, use, or have made devices embodying or utilizing Confidential Information, except as otherwise agreed to by the Parties in writing.\n10. Except as may be required by law or to enforce the terms hereof, neither Party shall disclose the existence or terms of this Agreement, or the substance of any discussions or negotiations covered by this Agreement.\n11. The Parties acknowledge that Confidential Information is unique and valuable, and that disclosure in breach of this Agreement may result in irreparable injury to Owner for which monetary damages alone may not be an adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Owner shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.\n12. Neither Party shall assign any of its rights or obligations hereunder, except to an Affiliate or successor in interest, without the prior written consent of the other Party, which consent shall not be unreasonably withheld.\n13. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n14. This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures concerning such subject matter; (b) may not be amended or in any manner modified except by a written instrument signed by authorized representatives of both Parties; and (c) shall be governed and construed in accordance with the laws of Germany without regard to its choice of law provisions.\n15. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein.\n16. In addition to all remedies available in law and equity, a party who breaches or attempts to breach this Agreement shall be liable to the other party for all legal fees and costs incurred in the successful enforcement of this Agreement or the successful establishment of breach of this Agreement.\nIN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative.\nAMPHENOL Tuchel Industrial GmbH\nBy: By:\nSignature _______________________ Signature _______________________\nBy: By:\nPrinted Name: Printed Name:\nTitle: Title:\nDated: Dated:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 170 - ], - [ - 171, - 533 - ], - [ - 534, - 579 - ], - [ - 580, - 1117 - ], - [ - 1117, - 1253 - ], - [ - 1253, - 1391 - ], - [ - 1391, - 1505 - ], - [ - 1505, - 1621 - ], - [ - 1621, - 1851 - ], - [ - 1852, - 2015 - ], - [ - 2016, - 2282 - ], - [ - 2282, - 2356 - ], - [ - 2356, - 2593 - ], - [ - 2593, - 2758 - ], - [ - 2759, - 2888 - ], - [ - 2889, - 3023 - ], - [ - 3024, - 3157 - ], - [ - 3158, - 3425 - ], - [ - 3426, - 3544 - ], - [ - 3545, - 3614 - ], - [ - 3615, - 3958 - ], - [ - 3958, - 4046 - ], - [ - 4046, - 4459 - ], - [ - 4460, - 4671 - ], - [ - 4671, - 4998 - ], - [ - 4998, - 5210 - ], - [ - 5211, - 5452 - ], - [ - 5453, - 5468 - ], - [ - 5469, - 5474 - ], - [ - 5475, - 5481 - ], - [ - 5482, - 5490 - ], - [ - 5491, - 5501 - ], - [ - 5502, - 5512 - ], - [ - 5513, - 5519 - ], - [ - 5520, - 5525 - ], - [ - 5526, - 5532 - ], - [ - 5533, - 5541 - ], - [ - 5542, - 5552 - ], - [ - 5553, - 5563 - ], - [ - 5564, - 5813 - ], - [ - 5814, - 5947 - ], - [ - 5947, - 6199 - ], - [ - 6200, - 6348 - ], - [ - 6348, - 6558 - ], - [ - 6559, - 6768 - ], - [ - 6768, - 6847 - ], - [ - 6847, - 6943 - ], - [ - 6943, - 7096 - ], - [ - 7096, - 7430 - ], - [ - 7430, - 7588 - ], - [ - 7589, - 7807 - ], - [ - 7808, - 8044 - ], - [ - 8044, - 8332 - ], - [ - 8332, - 8445 - ], - [ - 8446, - 8673 - ], - [ - 8674, - 8942 - ], - [ - 8943, - 8963 - ], - [ - 8963, - 9154 - ], - [ - 9154, - 9292 - ], - [ - 9292, - 9414 - ], - [ - 9415, - 9738 - ], - [ - 9739, - 10039 - ], - [ - 10040, - 10166 - ], - [ - 10167, - 10176 - ], - [ - 10176, - 10194 - ], - [ - 10194, - 10198 - ], - [ - 10199, - 10206 - ], - [ - 10207, - 10217 - ], - [ - 10217, - 10241 - ], - [ - 10241, - 10251 - ], - [ - 10251, - 10274 - ], - [ - 10275, - 10282 - ], - [ - 10283, - 10310 - ], - [ - 10311, - 10324 - ], - [ - 10325, - 10338 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12, - 13 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12, - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 14, - 45, - 46 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.amphenol-industrial.de/upload/ATI%20504%20US%20Mutual%20NDA.pdf" - }, - { - "id": 29, - "file_name": "Acme%20Corporation%20Inc%20NDA%20template.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \u201cNDA\u201d) is effective 23 August, 2019 (the \u201cEffective Date\u201d) and governs the disclosure of Confidential Information (\u201cCI\u201d, as defined below) between the Adobe entity identified below, including entities that it directly or indirectly controls or is under common control with (collectively \u201cAdobe\u201d), and the party identified below, including entities that it directly or indirectly controls or is under common control with (collectively \u201cCompany\u201d). The party disclosing CI is referred to as \u201cDiscloser\u201d and the party receiving CI is referred to as \u201cRecipient\u201d. Company and Adobe may make disclosures of CI to each other for discussions, evaluation, or consultations, concerning their prospective or existing business relationship (the Purpose).\n1. Definition. CI means Discloser\u2019s non-public written information, in any form, and all copies, summaries and extracts which is identified in writing as confidential at the time of disclosure, and any information disclosed in non-tangible form that is identified as confidential at the time of disclosure and summarized in a writing labelled as \u201cconfidential\u201d delivered to Recipient within 15 days after disclosure. CI does not include information that (A) is or becomes generally publicly available at the time of disclosure or subsequently through no fault of Recipient, (B) was known to Recipient, free of any confidentiality obligations, before its disclosure by Discloser, (C) becomes known to Recipient, free of any confidentiality obligations, from a source other than Discloser, or (D) is independently developed by Recipient without use of CI.\n2. Confidentiality Obligations. Recipient will not reproduce, use, disseminate, or disclose CI to any person or entity, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the CI to further the Purpose and are bound by confidentiality obligations at least as restrictive as this NDA before having access to the CI. Recipient is responsible for any breach of this NDA by any of its representatives. Recipient will not modify, reverse engineer, create other works from, or disassemble any software programs contained in the CI without Discloser\u2019s prior written consent. Recipient will treat all CI with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. Recipient will stop use of and return or destroy all tangible CI promptly upon request, together with any copies, except as otherwise required by law. Recipient may disclose CI (A) as approved in a writing signed by Discloser or (B) as necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish the rights of either party, provided that Recipient promptly notifies Discloser upon receipt of the disclosure order and requests confidential treatment of any affected CI.\n3. No Other Rights. All Discloser CI remains the property of Discloser. Unless expressly set forth in this NDA, Recipient does not receive any license or intellectual property rights to Discloser\u2019s CI. Each party agrees that Recipient (A) may independently develop and acquire software, hardware, and other technology for its own products, services, and processes, and that having access to Discloser\u2019s CI does not prohibit Recipient from freely developing or acquiring similar products without obligation to Discloser; and (B) is free to use the residuals of CI for any purpose, where \u201cresiduals\u201d means that CI disclosed in non-tangible form that may be retained in the memories of representatives of Recipient.\n4. Termination. Either party may terminate this NDA upon 10 days\u2019 written notice. However, all CI provided under this NDA will remain subject to the terms of this NDA.\n5. General. All CI is provided \u201cAS IS\u201d and all warranties, express, implied, or otherwise are disclaimed. Any attempt to transfer all or part of a party\u2019s rights or obligations under this NDA without the prior written consent of the other party will be null and void. This NDA may only be modified by mutual written agreement signed by authorized representatives of the parties. This NDA contains the complete agreement between the parties as to the subject matter, and replaces and supersedes any other communications, or agreements, whether oral or written concerning the subject matter. Regardless of conflict of laws principles, this NDA is governed by and construed in accordance with the substantive laws in force in the State of California. The parties will comply with all applicable export laws and regulations in their use and disclosure of CI. This NDA may be executed in counterparts and may be signed electronically or with handwritten signatures. The English language version of this NDA will be the version used if any dispute arises.\nIN WITNESS WHEREOF, the parties have executed this NDA through their authorized representatives as of the Effective Date.\nAdobe Inc. Acme Corporation Inc.\n345 Park Avenue, San Jose CA 95110, United States Road Runner Road, Coyoteville, CA78961, United States\n }} }}\n________________________________________________________________________________________________________ ________________________________________________________________________________________________________\nAuthorized Signature Authorized Signature\n}}\n_______________________________________________________________________________________________________\n________________________________________________________________________________________________________\nPrint Name Print Name\n_______________________________________________________________________________________________________ _______________________________________________________________________________________________________\nTitle Title\n}}\n_______________________________________________________________________________________________________ _______________________________________________________________________________________________________\nDate Date\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 506 - ], - [ - 506, - 618 - ], - [ - 618, - 801 - ], - [ - 802, - 817 - ], - [ - 817, - 1219 - ], - [ - 1219, - 1256 - ], - [ - 1256, - 1376 - ], - [ - 1376, - 1481 - ], - [ - 1481, - 1593 - ], - [ - 1593, - 1655 - ], - [ - 1656, - 1688 - ], - [ - 1688, - 2049 - ], - [ - 2049, - 2132 - ], - [ - 2132, - 2302 - ], - [ - 2302, - 2467 - ], - [ - 2467, - 2618 - ], - [ - 2618, - 2644 - ], - [ - 2644, - 2696 - ], - [ - 2696, - 3001 - ], - [ - 3002, - 3022 - ], - [ - 3022, - 3074 - ], - [ - 3074, - 3204 - ], - [ - 3204, - 3237 - ], - [ - 3237, - 3526 - ], - [ - 3526, - 3714 - ], - [ - 3715, - 3731 - ], - [ - 3731, - 3797 - ], - [ - 3797, - 3882 - ], - [ - 3883, - 3895 - ], - [ - 3895, - 3989 - ], - [ - 3989, - 4151 - ], - [ - 4151, - 4262 - ], - [ - 4262, - 4473 - ], - [ - 4473, - 4631 - ], - [ - 4631, - 4738 - ], - [ - 4738, - 4844 - ], - [ - 4844, - 4932 - ], - [ - 4933, - 5054 - ], - [ - 5055, - 5087 - ], - [ - 5088, - 5191 - ], - [ - 5192, - 5193 - ], - [ - 5193, - 5198 - ], - [ - 5199, - 5304 - ], - [ - 5304, - 5408 - ], - [ - 5409, - 5450 - ], - [ - 5451, - 5453 - ], - [ - 5454, - 5557 - ], - [ - 5558, - 5662 - ], - [ - 5663, - 5684 - ], - [ - 5685, - 5789 - ], - [ - 5789, - 5892 - ], - [ - 5893, - 5904 - ], - [ - 5905, - 5907 - ], - [ - 5908, - 6012 - ], - [ - 6012, - 6115 - ], - [ - 6116, - 6125 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 10, - 23, - 24 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 9, - 23, - 24 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.adobe.com/content/dam/cc/en/legal/terms/enterprise/pdfs/Acme%20Corporation%20Inc%20NDA%20template.pdf" - }, - { - "id": 32, - "file_name": "Agreement_6_28_07.pdf", - "text": "MUTUAL CONFIDENTIAL & NON-DISCLOSURE AGREEMENT (Domestic)\nTHIS NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is entered into this _____________ day of _______________________, 20___, between Champion Aerospace LLC, a Delaware corporation (\u201cChampion\u201d), and _____________________________________________________________________, a _____________________ corporation (\u201cCompany\u201d). When Champion or Company receives Confidential Information (as defined herein) from the other party, it is a \u201creceiving party\u201d hereunder, and when Champion or Company discloses Confidential Information to the other party, it is a \u201cdisclosing party\u201d hereunder.\nNOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:\n1. Confidential Information. \u201cConfidential Information\u201d means confidential and proprietary information (regardless of whether such Confidential Information is in written, oral, visual or electronic form) (a) that consists of Trade Secrets (as hereinafter defined), discoveries, technical, engineering, financial, pricing and/or other business data and documentation, sales information, inventions, know-how, manufacturing techniques and specifications, process technologies, business plans, all disclosed by the disclosing party in furtherance of the purpose set forth in Section 2; (b) regarding the current and/or prospective business of the disclosing party; or (c) that is marked as confidential, proprietary or privileged by the disclosing party. \u201cTrade Secrets\u201d means any business or technical information (including but not limited to a formula, pattern, program, device, compilation of information, method, technique, or process) that derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or through reverse engineering by persons who can obtain economic value from its disclosure or use, and that is the subject of efforts reasonable under the circumstances to maintain the secrecy thereof. The existence of a Trade Secret will not be negated merely because the information comprising the Trade Secret has also been developed and used by or owned independently by more than one person, or has been licensed to any other persons.\n2. Use of Confidential Information. The receiving party is entitled to use the Confidential Information of the disclosing party solely for the purpose of quoting and manufacturing products for Champion. . Confidential Information received from the disclosing party as a result of this Agreement shall not be used directly or indirectly to compete with the disclosing party or to in any manner obtain a competitive advantage over the disclosing party. No public announcement or disclosure of the purpose set forth in this Agreement is to be made by either party unless such announcement has been approved by both parties.\n3. Duties with respect to Confidential Information. The receiving party shall exercise the same degree of care and protection with respect to the Confidential Information of the disclosing party that it exercises with respect to the protection of its own confidential information of a similar nature but not less than a reasonable degree of care and shall prevent disclosure of the Confidential Information to anyone except to those of its employees that have a need to know such information solely in connection with the permitted use as set forth in Section 2 and who shall be required to observe the restrictions set forth in this Agreement. The receiving party shall not disclose, disseminate, discuss or communicate any part or all of the Confidential Information to any third party, person or entity. Confidential Information shall be used by the receiving party only for the purpose set forth in Section 2 of this Agreement and for no other purpose whatsoever. The receiving party will report immediately to the disclosing party any unauthorized use or disclosure of Confidential Information.\n[Company] will promptly disclose to Champion any Confidential Information developed, discovered or invented by Company in connection with the design, manufacture and supply of products to Champion. Furthermore, at the request of Champion, Company will promptly deliver to Champion all Confidential Information and all documents and materials (whether in written, graphic or machine readable form and all copies thereof) that were made or compiled by Company during the course of Company\u2019s relationship with Champion. Company acknowledges that all such Confidential Information, and any improvements or derivations of any intellectual property used in the course of such relationship, is and shall continue to be the exclusive proprietary property of Champion, whether or not prepared in whole or in part by Company and whether or not disclosed to or entrusted to the custody of Company. Confidential Information created by Company will be considered a work for hire in which the ownership of all right, title and interest therein and thereto vests in Champion. To the extent Confidential Information created by Company is not considered a work for hire, Company will assign, and upon creation thereof does hereby assign, to Champion all right, title and interest in and to such Confidential Information, including any patent, copyright, trademark or trade secret rights therein.\nCompany is or may become a supplier of products to Champion. Any processes, tooling and or equipment owned by Champion and used by Company are to be used exclusively by Company in the production of products for or on behalf of Champion. Company acknowledges that the useful economic life of any such product is at least 30 years. Company will not at any time, directly or indirectly, manufacture, sell, distribute, repair or overhaul any products or components thereof using any Confidential Information and during the term of this Agreement and for a period of 30 years thereafter, will not, directly or indirectly, manufacture, sell, distribute, repair or overhaul any products or components the same or identical to the products or components manufactured by Company for or on behalf of Champion (or any other product or components thereof that is sold in competition to any such products or components manufactured by Company for or on behalf of Champion ) to or for any third party without the prior written approval of Champion.\n4. Exceptions to Confidentiality. The obligation of confidentiality set forth in this Agreement shall not apply to any information that: (a) is, at the time of disclosure to the receiving party, generally available to the public or thereafter becomes generally available to the public through no act, omission or fault of the receiving party; (b) is required to be disclosed by the receiving party by final order of a court of competent jurisdiction or law, regulation or rule of a self-regulatory body; provided, however, that prior to such disclosure by the receiving party, the receiving party shall provide written notice of such order or requirement to the disclosing party and allow the disclosing party a reasonable opportunity to secure confidential treatment of any information by such court or appropriate government agency, if applicable, and the receiving party shall cooperate with the disclosing party in such effort; (c) is known by the receiving party at the time of receipt from the disclosing party as evidenced by the receiving party\u2019s documentation and not subject to an existing agreement of confidentiality; (d) was independently developed by the receiving party as evidenced by its records without use of the Confidential Information; or (e) is lawfully received without restriction from a third party who is not bound by any obligation of confidentiality.\n5. Absence of License or Other Agreement. All Confidential Information shall remain the sole and exclusive property of the disclosing party. Nothing in this Agreement shall require the disclosing party to release or disclose any particular information to the receiving party. THE CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS\u201d BY THE DISCLOSING PARTY AND THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTIES, WHETHER EXPRESS OR IMPLIED IN REGARD TO, AND DOES NOT ASSUME ANY LIABILITY FOR, THE ACCURACY, COMPLETENESS OR UTILITY OF THE CONFIDENTIAL INFORMATION OR FOR THE CONSEQUENCES ARISING OUT OF THE USE THEREOF BY THE RECEIVING PARTY.\n6. Breach. The receiving party acknowledges and agrees that the disclosing party\u2019s remedy at law for any breach of this Agreement would be inadequate and that in the event of any actual or threatened breach by the receiving party of any of its obligations imposed by this Agreement, the disclosing party shall have the right to a temporary restraining order and preliminary and permanent injunctive relief to prevent or minimize such breach. The receiving party hereby waives, to the extent permitted by law, the requirement that the disclosing party post bond prior to entry of an injunction and also waives in such injunction proceeding the defense that disclosing party has an adequate remedy at law.\n7. Term; Return of Confidential Information.\n7.1 Unless terminated earlier by mutual agreement of the parties or terminated by Champion in the event of breach by Company of any obligation set forth herein, the term of this Agreement shall continue until the\ncompletion of the purpose set forth in Section 2. All Confidential Information shall remain subject to the obligations to maintain the confidentiality thereof indefinitely following the date of termination of this Agreement.\n7.2 The receiving party agrees to immediately return and to deliver all originals and copies of any Confidential Information in its possession or subject to its control to the disclosing party at the address first written above upon the first to occur of the following: termination or expiration of this Agreement; or completion of or termination of the purpose set forth in Section 2 of this Agreement.\n8. Governing Law. This Agreement shall be deemed to be executed within and shall be governed by and construed in accordance with the law of the State of South Carolina, without regard to conflicts of law principles. The parties agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement be brought in the State or Federal Courts situated in Greenville County, SC, that the parties hereby consent to the jurisdiction of any such court, and that the parties irrevocably waive any objection to the laying of venue of any such suit, action or proceeding in any such court or that any such court is an inconvenient forum.\n9. Regulatory Compliance; Export Control. Company understands and agrees that the information disclosed, made available, or provided herein is private, confidential, proprietary, and may also be controlled technical data or technology under the Export Administration Regulations (\u201cEAR\u201d) or International Traffic in Arms Regulations (\u201cITAR\u201d), Office of Foreign Assets Control (\u201cOFAC\u201d), or subject to other laws or regulations. Company agrees and covenants that it will not release, show, make available, disclose or deliver in any form or fashion all or any part of this information to any person who is not a U.S. Citizen, a lawful permanent resident of the United States (i.e., valid \u201cGreen Card\u201d holder \u2013 a Visa is irrelevant for this purpose), or who has received Political Asylum in the United States without first having determined whether it is lawful to do so under U.S. laws including the EAR, ITAR , and OFAC. Further, Company will not release, show, make available, disclose or deliver in any form or fashion all or any part of this information to any non-U.S. Person without having first obtained the necessary license or approval that may be required from the U.S. Department of Commerce, Department of State, Department of Treasury, or other agency, department, or office. Company agrees that if a license or other approval is necessary it will promptly advise Champion in writing of its determination and confirm that it has not released any controlled technical data or technology and that it is seeking a license or other approval.\n10. Assignment. Neither this Agreement, nor any rights or obligations hereunder, may be assigned or delegated by either party without the prior written consent of the other party. This Agreement shall benefit and be binding upon the parties hereto together with its respective employees, officers, directors, subsidiaries, branches, divisions, and affiliates.\n11. Miscellaneous. This Agreement sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all existing agreements and all other communications between them concerning such subject matter, whether written or oral. This Agreement shall not be modified except in writing signed by all parties hereto. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event any term of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of any other term of this Agreement shall in any way be affected thereby and the provisions shall be reformed as necessary to carry out the intent of the parties to the fullest extent permitted by law. The section headings throughout this Agreement are for convenience and reference only, and the words contained in them shall in no way be held to explain, modify, amplify, or aid in the interpretation, constriction, or meaning of the provisions of this Agreement. No consent or waiver by a the disclosing party of any breach or default in the performance by the receiving party of its obligations hereunder shall be deemed to be a consent to or waiver of any other breach or default in the performance by the receiving party of the same or any other obligations hereunder.\n12. Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given upon personal delivery, five days after being mailed by registered or certified mail, return receipt requested, or one business day after being sent by nationally recognized overnight courier, or on the date of the transmission if sent by facsimile or e-mail (provided that notice shall be effective on the first business day following the date of transmission if transmission is effected on a non-business day). Notices shall be addressed to the signatories of this Agreement at the addresses first set forth above (or such other address as provided by a respective party to the other party pursuant to this provision).\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and date first set forth above.\n[NAME OF COMPANY] CHAMPION AEROSPACE LLC\nBy: __________________________ By: __________________________\nName: _______________________ Name: __________________________\nTitle: _________________________ Title: __________________________\n", - "spans": [ - [ - 0, - 57 - ], - [ - 58, - 149 - ], - [ - 149, - 254 - ], - [ - 254, - 325 - ], - [ - 325, - 327 - ], - [ - 327, - 374 - ], - [ - 374, - 633 - ], - [ - 634, - 860 - ], - [ - 861, - 890 - ], - [ - 890, - 1065 - ], - [ - 1065, - 1444 - ], - [ - 1444, - 1526 - ], - [ - 1526, - 1613 - ], - [ - 1613, - 2152 - ], - [ - 2152, - 2389 - ], - [ - 2390, - 2426 - ], - [ - 2426, - 2593 - ], - [ - 2593, - 2595 - ], - 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"choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9, - 10 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 35, - 39 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 22 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 35, - 37 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 35, - 40 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 23 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.championaerospace.com/wp-content/uploads/2015/07/Agreement_6_28_07.pdf" - }, - { - "id": 33, - "file_name": "Annex 18 - Non-Disclosure Agreement.pdf", - "text": "Annex 18 - Non-Disclosure Agreement\nTHIS AGREEMENT is made on [ ]\nBETWEEN:\n(1) NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V., a company limited by shares incorporated in The Netherlands having its registered office at Anna van Saksenlaan 71, 2593 HW The Hague, The Netherlands, fax number +31 70 3149866 (\"FMO\");\n(2) [INSERT COMPANY NAME], a [insert legal entity] company incorporated in [place of incorporation] having its registered office at [address and fax number] (the \"Company\").\nINTRODUCTION:\n(a) FMO and the Company are respectively the owners of Confidential Information which they have agreed to disclose to each other specifically for the Purpose and on the terms and conditions set out in this Agreement.\nFMO, and the Company will identify ways to cooperate, exchange knowledge and information and/or identify suitable projects to develop within common focus areas in various countries (the \u201cProjects\u201d). THE PARTIES AGREE as follows:\n1. INTERPRETATION\n1.1 In this Agreement:\n\"Confidential Information\" means any information of a confidential nature relating to the Disclosing Party or a member of its Group disclosed (whether before or after the date of this Agreement and whether in writing, verbally or by any other means and whether directly or indirectly) by the Disclosing Party or by another person on behalf of the Disclosing Party to the Receiving Party or to another person on behalf of the Receiving Party including, without limitation, any information relating to the Purpose or to the Disclosing Party's products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, market opportunities and business affairs;\n\"Disclosing Party\" means the party to this Agreement disclosing the Confidential Information;\n\"Group\" means a party and all of its subsidiary undertakings for the time being;\n\"Purpose\" means discussions and negotiations between the parties with respect to the [DESCRIPTION OF PURPOSE];\n\"Receiving Party\" means the party to this Agreement to whom the Confidential Information is disclosed.\n1.2 In this Agreement a reference to:\n1.2.1 a person includes a reference to a corporation, body corporate, association or partnership;\n1.2.2 a person includes a reference to that person's legal personal representatives, successors and permitted assigns;\n1.2.3 a clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to this Agreement.\n1.3 The headings in this Agreement do not affect its interpretation.\n2. UNDERTAKINGS CONCERNING CONFIDENTIAL INFORMATION\nIn consideration of each party supplying its Confidential Information to the other party and subject to the exceptions described in Clause 5, the parties undertake as follows:\n2.1 to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3;\n2.2 not to use the other party's Confidential Information except for the Purpose;\n2.3 not to disclose the other party's Confidential Information to another person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 and Clause 7.\n3. KEEPING CONFIDENTIAL INFORMATION CONFIDENTIAL\nEach party shall in relation to the Confidential Information of the other party exercise no lesser security measures and degree of care than those which it applies to its own confidential information and which it warrants as providing adequate protection against any unauthorised disclosure, copying or use.\n4. DISCLOSURE OF THE CONFIDENTIAL INFORMATION\n4.1 Each party may disclose the Confidential Information of the other party:\n4.1.1 with the prior written consent of the other party;\n4.1.2 to its employees, professional advisors, authorised representatives, potential underwriters or sub contractors to the extent that disclosure is necessary or desirable for the Purpose;\n4.1.3 where disclosure is required by law, by a court of competent jurisdiction or by another appropriate regulatory body provided that the Receiving Party shall give to the Disclosing Party not less than two business days\u2019 notice of such disclosure; or\n4.2 FMO may disclose the Confidential Information to any person that:\n4.2.1 considers taking, or is taking, a Transaction Interest and/or;\n4.2.2 considers making, or is making, any other contribution to the financing of the Project,\nif the person to whom the Confidential Information is to be given pursuant to this Clause 4.2 is subject to confidentiality obligations deriving from statute, professional regulations, codes of ethics or of conduct or from contractual undertakings, substantially equivalent to those set forth under this Agreement\n4.3 Prior to disclosure of the Confidential Information to a Recipient, the Receiving Party shall, except in case of disclosure under Clause 4.1.3 of this Agreement, ensure that the Recipient reads and understands this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.\n4.4 \"Recipient\" means a person to whom any Confidential Information is disclosed, for the purposes of Clause 4.\n4.5 \u201cTransaction Interest\u201d means a legal, beneficial or economic interest acquired or to be acquired expressly and specifically in or in relation to the financing of the Project, whether as initial lender/investor/participant or any other party with an interest in the Project by way of assignment, transfer, novation or any other similar method.\n5. EXCEPTIONS\nThis Agreement does not apply to Confidential Information:\n5.1 to the extent that the Confidential Information is or comes into the public domain other than by breach of this Agreement;\n5.2 which the Receiving Party can show by its written or other records was in its possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidentiality;\n5.3 which the Receiving Party obtains or has available from a source other than the Disclosing Party without breaching any obligation of confidentiality;\n5.4 which has been disclosed by the Disclosing Party to another person without an obligation of confidentiality.\n6. FURTHER UNDERTAKINGS\n6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement.\n6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information. Neither party is liable to the other party or another person in respect of the Confidential Information or its use.\n7. PUBLICATION OF INFORMATION\nFMO may be obliged to disclose through publication on its website, and other (social) media, certain details of the Project and FMO\u2019s participation in a potential financing (no commercially sensitive or Confidential Information), for a period of at least 30 days, in advance of contracting. FMO and the Company will enter into separate and more detailed arrangement on disclosure prior to contracting of such financing.\n8. TERM AND TERMINATION\n8.1 This Agreement shall come into effect (i) until parties sign the underlying documentation in relation to the Project, or (ii) in the event parties do not sign any such documentation, on the date of this Agreement and shall continue to be in full force and effect for a period of 2 years.\n8.2 Each party undertakes within 14 days of receipt of a written request of the other party:\n8.2.1 subject to Clause 8.3, to return to the other party all documents and other material in its possession, custody or control that contain any part of the other party's Confidential Information; or\n8.2.2 subject to Clause 8.3, to destroy by shredding or incineration all documents and other material in its possession, custody or control which reflect or have been generated from any part of the other party's Confidential Information and to certify to the other party that this has been done.\n8.3 Without prejudice to the generality of Clause 8.2, each party may retain:\n(a) any minutes of meetings of their Board which reflect or have been generated from any part of the other party\u2019s Confidential Information; and\n(b) a document to the extent a party is required to do so by law or a competent judicial governmental, supervisory or regulatory body; and\n(c) a copy of any document to the extent that this is required for the purpose of the relevant party's own internal records,\nbut the obligations in Clauses 3 and 4 of this Agreement shall continue to apply.\n9. ANNOUNCEMENTS\n9.1 Neither party shall disclose or announce the Purpose to another person without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except to the extent that such disclosure or announcement is required as specified in Clause 9.2\n9.2 To the extent that a disclosure or announcement of the type referred to in Clause 9.1 is required by law, by a rule of a stock exchange on which the party's shares are listed or traded or by a governmental authority or other authority with relevant powers, the disclosure or announcement shall so far as is practicable be made after consultation with the other party and after taking into account the other party's reasonable requirements as to its timing, content and manner of making or despatch.\n9.3 If Clause 9.2 applies and the party making the disclosure or announcement is unable to consult the other before the disclosure or announcement is made, that party shall to the extent permitted by law inform the other party of the circumstances, timing, content and manner of making or despatch of the disclosure or announcement immediately after such disclosure or announcement is made.\n10. GENERAL\n10.1 The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.\n10.2 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.\n10.3 A person who is not a party to this Agreement has no right under section 6:253 of the Dutch Civil Code to enforce or to enjoy the benefit of any term of this Agreement.\n10.4 This Agreement may be executed in counterpart, each of which together shall constitute one and the same instrument and the parties may execute this Agreement by signing in counterpart. A facsimile or pdf signature of any party shall be deemed to be an original.\n11. NOTICES\nAny notice or demand to be made by one person to another in respect of this Agreement may be served by leaving it at the address specified above (or such other address as such other person may previously have specified) or by letter posted by prepaid first-class post to such address (which shall be deemed to have been served on the fifth day following the date of posting), or by fax to the fax number specified above (or such other number as such person may previously have specified) (which shall be deemed to have been received when transmission has been completed) provided that any notice to be served on a party shall be effective only when actually received by the other party, marked for the attention of the department or officer specified by the other party for such purpose.\nAny communication to be made under or in connection with this Agreement shall be made in writing and unless otherwise stated, may be made by e-mail or letter.\n11. GOVERNING LAW AND JURISDICTION\nThis Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of The Netherlands and the competent court in The Hague, The Netherlands shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with it.\nEXECUTED by the parties on the date first above written.\nNEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ\nVOOR ONTWIKKELINGSLANDEN N.V.\nAuthorised Representative\n________________________________\n[INSERT COMPANY NAME]\n_________________________________ _________________________________\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 26 - ], - [ - 26, - 35 - ], - [ - 36, - 65 - ], - [ - 66, - 74 - ], - [ - 75, - 143 - ], - [ - 143, - 335 - ], - [ - 336, - 509 - ], - [ - 510, - 523 - ], - [ - 524, - 740 - ], - [ - 741, - 940 - ], - [ - 940, - 969 - ], - [ - 970, - 987 - ], - [ - 988, - 992 - ], - [ - 992, - 1010 - ], - [ - 1011, - 1709 - ], - [ - 1710, - 1803 - 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(\"Receiving Party\u201d)\n(collectively, \"Parties\" and a reference to \"Party\" shall be a reference to either of them as the context requires)\n1 INTERPRETATION\n1.1 Unless inconsistent with the context, in this Agreement any expression which denotes any one gender includes the other gender, a natural person includes an artificial person and vice versa and the singular includes the plural and vice versa.\n1.2 Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement.\n1.3 The rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation of the agreement shall not apply.\n1.4 The recordals form an integral part of this Agreement and shall be taken into account in the interpretation of this Agreement.\n2 RECORDAL\n2.1 The Parties intend to enter into discussions regarding the proposed disposal by the Disclosing Party of its business as a going concern, or such other interest as may be provided for in the process documentation which may, subject to 2.4 and 2.5, be provided to the Receiving Party, (\"Transaction\" or \"Purpose\").\n2.2 During the course of the proposed discussions, the Parties anticipate that the Disclosing Party will disclose Confidential Information to the Receiving Party, which the Parties agree shall be used solely for the purpose of evaluating the Transaction.\n2.3 For purposes of this Agreement, \"Confidential Information\" shall include, without limitation, any information or other data relating to the Disclosing Party or any of its Affiliates, which is disclosed to the Receiving Party, whether prior to the conclusion of this Agreement, in terms of this Agreement or otherwise in connection with this Agreement or the Transaction (including but not limited to the Transaction itself and any negotiations in relation to the Transaction), including this Agreement, its contents and the negotiations leading up to the conclusion of this Agreement -\n2.3.1 in whatever format whether written, oral or graphic, recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise howsoever) which is intended or by its nature could reasonably be expected to be confidential, which is disclosed or communicated to the Receiving Party by the Disclosing Party, its Affiliates or any of their respective employees, representatives, officers, directors and advisers, or which otherwise comes to the knowledge of the Receiving Party, by whatever means, before or after the date on which this Agreement is signed by the last Party signing it (\"Signature Date\"); and\n2.3.2 which includes, without derogating from the aforegoing, all financial information, marketing information, products, product information, drawings, plans and specifications, operational and risk methodologies, production and operating procedures, computer data, programs and source codes, pricing, price lists and purchasing policies, information relating to costs, sources of materials, business relationships, services, customers and customer lists (whether actual or potential); technical information, techniques, know-how, trade secrets, operating methods and procedures, electronic and manual systems; all intellectual property; contractual arrangements; training schemes and programs; information relating to the Disclosing Party's strategic objectives and planning for both its existing and future business needs; the contractual business and financial arrangements between the Disclosing Party and other third Parties with whom they have business arrangements of whatever nature; all information specifically related to the business of the Disclosing Party which is not readily available to a competitor of the Disclosing Party in the ordinary course of business; the existence and contents of any process related documentation and all information or data relating thereto disclosed to the Receiving Party by the Disclosing Party, its Affiliates or any of their respective employees, representatives, officers, directors and advisers.\n2.4 The Receiving Party acknowledges that the Disclosing Party is under no obligation to disclose any Confidential Information or any other information or documentation relating to the Transaction to the Receiving Party, notwithstanding the conclusion of this Agreement. The Receiving Party further acknowledges that, as a condition to receiving any documentation and/or information relating to the Transaction, the Receiving Party is required to conclude this Agreement and bind itself to the undertakings herein.\n2.5 The Receiving Party acknowledges and agrees that, to the extent that it intends to participate in the Transaction as part of a joint venture or consortium, each member of such joint venture or consortium will be required to submit a signed confidentiality and non-disclosure agreement, on the same terms and conditions as those set out in this Agreement, before any information or documentation relating to the Transaction will be distributed to any of its members, including the Receiving Party.\n2.6 The Parties accordingly agree as set out herein.\n3 TERM OF AGREEMENT\nThis Agreement will commence on the Signature Date and shall remain binding and in force for a period of five years thereafter or such longer period as the Parties may agree to in writing (\"Term\").\n4 RECEIVING PARTY'S UNDERTAKINGS\n4.1 For purposes of this Agreement, the term \"Affiliate\" shall mean any person which either directly or indirectly controls, is directly or indirectly controlled by, or is under common control with a Party and, for purposes of this definition, a person shall be deemed to \"control\" an entity if it owns or has the ability to vote, directly or indirectly, more than 50% of the voting securities or equivalent interest of that entity and a reference to an Affiliate shall include a reference to such Affiliate's employees, officers, directors, representatives and advisers.\n4.2 The Receiving Party acknowledges that the unauthorised use or disclosure of any Confidential Information disclosed by the Disclosing Party may give rise to substantial damage to the Disclosing Party. Accordingly, the Receiving Party hereby undertakes to the Disclosing Party that, for as long as this Agreement remains in force, it will (and it will procure that its employees, officers, directors, representatives, advisers and any Affiliate to which it discloses the Confidential Information will) \u2013\n4.2.1 treat as confidential all Confidential Information;\n4.2.2 protect the confidentiality of the Confidential Information in the same manner and with the same degree of care that a reasonable man would use to protect his own confidential information;\n4.2.3 not use, exploit or in any other manner whatsoever apply or reproduce the Confidential Information except to the extent required to achieve the Purpose;\n4.2.4 not divulge or permit access to the Confidential Information to any person except to those of its employees, officers, directors, representatives, advisers and Affiliates who have a specific need to know such information in relation to the Transaction. Before revealing any Confidential Information to its employees, officers, directors, representatives, advisers and/or Affiliates, the Receiving Party shall be obliged to notify such employees, officers, directors, representatives, advisers and/or Affiliates of the confidential nature of the disclosure and ensure that such employees, officers, directors, representatives, advisers and/or Affiliates are obliged not to disclose the Confidential Information to any unauthorised third party and not use the Confidential Information except as may be strictly required in relation to the Transaction. The Receiving Party shall be liable for any damages incurred by the Disclosing Party as a result of any unauthorised disclosure of the Confidential Information made by the Receiving Party, its employees, officers, directors, representatives and/or Affiliates; and\n4.2.5 immediately notify the Disclosing Party in writing if it becomes aware that there has been an unauthorised disclosure or use of any Confidential Information and take all necessary steps to recover such Confidential Information and to prevent any further disclosure of such Confidential Information.\n4.3 All information furnished or disclosed by the Disclosing Party to the Receiving Party shall be deemed to be Confidential Information unless the Receiving Party can demonstrate the contrary.\n4.4 The Receiving Party agrees that monetary damages may not be a sufficient remedy for a breach of the undertakings given by it in this 4 and accordingly, without prejudice to any other rights and remedies available to the Disclosing Party, agrees that the Disclosing Party shall, in the event of a breach of any of the provisions of this Agreement, be entitled to seek relief by way of interdict, specific performance or otherwise.\n4.5 Should the Receiving Party or any of its employees, officers, directors, representatives, advisers or Affiliates be obliged by any law, or a valid order of any court of competent jurisdiction or government authority acting with the powers granted to it in law, to disclose any Confidential Information of the Disclosing Party to any third party, the Receiving Party shall, prior to making any such disclosure \u2013\n4.5.1 immediately notify the Disclosing Party in writing of the existence, terms and circumstances surrounding such request, so that the Disclosing Party may seek an interdict or other appropriate remedy to limit the scope of any such disclosure;\n4.5.2 consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request and co-operate with the Disclosing Party in taking such steps as the Disclosing Party may reasonably require to resist or narrow any such request; and\n4.5.3 if disclosure of any Confidential Information is legally required, exercise all reasonable endeavours to obtain an order or other reliable assurance that confidential treatment will be afforded to such portion of the Confidential Information as the Disclosing Party may designate.\n4.6 The Receiving Party shall take all reasonable steps to ensure that \u2013\n4.6.1 no unauthorised third party gains access to the Confidential Information of the Disclosing Party which is in the possession or under the control of the Receiving Party, its employees, officers, directors, representatives, advisers or Affiliates; and\n4.6.2 the Confidential Information of the Disclosing Party does not fall into the hands of an unauthorised third party.\n4.7 The Receiving Party shall ensure that its employees, officers, directors, representatives, advisers and Affiliates which may gain access to the Confidential Information of the Disclosing Party are bound not to -\n4.7.1 disclose the Confidential Information to any third party; and\n4.7.2 use the Confidential Information otherwise than as may be strictly necessary in relation to the Transaction.\n5 EXCEPTIONS\nThe undertakings set out in 4 shall not apply to Confidential Information which the Receiving Party is able to prove \u2013\n5.1 was in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; or\n5.2 is as at the Signature Date in, or thereafter comes into, the public domain other than by any breach of this Agreement by the Receiving Party; or\n5.3 was lawfully received by the Receiving Party from a third party acting in good faith, having a right of further disclosure and who did not derive the same directly or indirectly from the Disclosing Party; or\n5.4 is independently developed by the Receiving Party without the benefit of the Confidential Information,\nprovided that the onus shall at all times rest on the Receiving Party to establish that such information falls within the exemptions contained in this 5.\n6 RETURN OF CONFIDENTIAL INFORMATION\n6.1 The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to Confidential Information disclosed by the Disclosing Party, its Affiliates or any of their respective employees, representatives, officers, directors or advisers, in relation to the Transaction and may, in addition, request the Receiving Party to furnish a written statement sworn under oath to the effect that, upon such return, neither the Receiving Party nor any of its Affiliates have retained in their possession, or under their control, either directly or indirectly, any such material or any copies thereof or extracts therefrom.\n6.2 As an alternative to the return of the material contemplated in 6.1 above, the Receiving Party shall, at the written request of the Disclosing Party, destroy all such material and furnish the Disclosing Party with a written statement sworn under oath to the effect that all such material has been destroyed.\n6.3 The Receiving Party shall comply with any requests in terms of 6.1 and/or 6.2 above within five \"Business Days\" (being any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa) of the date of such a request.\n7 NON-SOLICITATION OF EMPLOYEES\nThe Receiving Party agrees that, save as contemplated in any definitive transaction agreement concluded between the Parties for purposes of the Transaction, it will not, for a period of 24 months after the Signature Date, directly or indirectly, and on its own behalf or on behalf of any other person, encourage, entice, induce or persuade any person -\n7.1 who is, as at the Signature Date or during the course of the Parties discussions relating to the Purpose, in the employ of the Disclosing Party or its Affiliates; and\n7.2 with whom the Receiving Party has had or may have had any contact in relation to the Confidential Information or whose name and/or any other details are included in the Confidential Information,\nto terminate such employment, nor shall it encourage or support any of its Affiliates to do so. This 7 shall not preclude the Receiving Party or its Affiliates from employing any such employee (a) who seeks employment by contacting the Receiving Party on his or her own initiative or in response to any general advertisement or (b) who is identified as a prospective employee by an independent third party such as an employment agency in the normal course of such agency's business and not at the Receiving Party's direction.\n8 SCOPE OF DISCLOSURE\nThe Parties acknowledge and agree that \u2013\n8.1 this Agreement does not create or record any legal obligation of any kind whatsoever to disclose any information or conclude or negotiate towards the implementation of the Transaction and such obligations shall only come into existence if the Parties agree thereto in writing in a separate document; and\n8.2 the Disclosing Party makes no express, tacit or implied representations or warranties as to the accuracy or completeness of any Confidential Information, and they shall have no liability to the Receiving Party relating to or arising from the use by the Receiving Party of the Confidential Information or for any errors therein or omissions therefrom.\n9 BREACH\n9.1 Subject to 9.3, in the event of the Receiving Party committing any breach of the terms of this Agreement, the Disclosing Party shall be entitled, by giving a written notice to this effect to the Receiving Party, to forthwith cancel this Agreement or claim specific performance of the Receiving Party's obligations, without prejudice to its rights to claim damages or such other remedy as the law may allow.\n9.2 Neither Party shall be liable to the other Party for any indirect or consequential damages, including loss of profits, business or anticipated savings or for any incidental damages arising from the breach of any of the provisions of this Agreement.\n9.3 Notwithstanding the termination or cancellation of this Agreement for any reason whatsoever, the confidentiality undertakings set out in this Agreement (and in particular 4) shall survive any such termination or cancellation.\n10 INDEMNITY\nThe Receiving Party acknowledges that the unauthorised disclosure of Confidential Information or any portion thereof to a third party may cause irreparable loss, harm and damage and the Receiving Party accordingly, hereby indemnifies and holds the Disclosing Party harmless against any loss, action, expense, claim, harm or damage of whatever nature, suffered or sustained pursuant to a breach by the Receiving Party of the provisions of this Agreement.\n11 DISCLOSING PARTY'S UNDERTAKING\nThe Disclosing Party confirms that it will \u2013\n11.1 use the information and documentation received from the Receiving Party in relation to the Transaction (including the Parties' negotiations and discussions) (\"Receiving Party's Information\") only for the Purpose, which shall include but not be limited to evaluating any bids received from the Receiving Party, progressing any discussions with the Receiving Party, implementing the Transaction, etc.; and\n11.2 only disclose the Receiving Party's Information to its employees, officers, directors, shareholders, representatives, advisers and Affiliates who has a need to know such information.\n12 PRINCIPAL ADDRESS(ES) AND NOTICES\n12.1 The Parties choose as their principal address(es) (\"Address(es)\") for all purposes arising from or pursuant to this Agreement, as follows -\n12.1.1 Disclosing Party physical - R/E of portion 103 De Kroon 444JQ\nBrits 0250\nRepublic of South Africa\nfacsimile - +27 12 381 1111\nemail - businessrescue@hernic.co.za\nattention - Peter van der Steen (joint business rescue practitioner) and Trevor Murgatroyd (joint business rescue practitioner)\n12.1.2 Receiving Party physical - physical address stipulated in Annexure A\nfacsimile - facsimile number stipulated in Annexure A\nemail - email address stipulated in Annexure A\nattention - representative stipulated in Annexure A\n12.2 Either Party shall be entitled from time to time, by giving written notice to the other, to vary its physical Address to any other physical address (not being a post office box or poste restante) and to vary its email Address to any other email address, as the case may be.\n12.3 Any notice given by either Party to the other (\"Addressee\") which is -\n12.3.1 delivered by hand between the hours of 09:00 and 17:00 on any Business Day to the Addressee's physical Address shall be deemed to have been received by the Addressee at the time of delivery;\n12.3.2 successfully transmitted by facsimile to the Addressee's facsimile Address shall be deemed (unless the contrary is proved by the Addressee) to have been received by the Addressee on the day immediately succeeding the date of successful transmission thereof; and\n12.3.3 sent to the chosen email address of the Addressee shall be deemed, failing any administrator or mail server errors, to have been received by the Addressee on the Business Day immediately following the date of sending, unless the Addressee proves that the email was not delivered to their email system or that the email was incapable of being retrieved, read or otherwise processed by the Addressee's system.\n12.4 This 12 shall not operate so as to invalidate the giving or receipt of any notice which is actually received by the Addressee other than by a method referred to in this 12.\n12.5 Any notice in terms of or in connection with this Agreement shall be valid and effective only if in writing and if received or deemed to be received by the Addressee.\n13 GENERAL\n13.1 This Agreement constitutes the sole record of the Agreement between the Parties in relation to the subject matter hereof. Neither Party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. This Agreement supersedes and replaces all prior commitments, undertakings or representations, whether oral or written, between the Parties in respect of the subject matter hereof.\n13.2 No addition to, variation or agreed cancellation of this Agreement shall be of any force or effect unless in writing and signed by or on behalf of the Parties.\n13.3 This Agreement shall in all respects be governed by the laws of the Republic of South Africa.\n13.4 In the event of any dispute or difference arising between the Parties relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification or cancellation of this Agreement, the dispute shall be referred for arbitration to the Arbitration Foundation of Southern Africa (or its successor-in-title) (\"AFSA\") in terms of AFSA's Rules of Arbitration for the time being in force. The seat, or legal place, of the arbitration shall be Johannesburg, Republic of South Africa and the language to be used in the arbitral proceedings shall be English.\n13.5 The Receiving Party shall not be entitled to cede, assign, transfer or otherwise make over any of its rights or delegate any of its obligations under this Agreement to any other person, firm or corporation without the prior written consent of the Disclosing Party.\n13.6 No indulgence or extension of time which the Disclosing Party may grant to the Receiving Party shall constitute a waiver of, whether by estoppel or otherwise, or limit any of the existing or future rights of the Disclosing Party in terms hereof, save in the event and to the extent that the Disclosing Party has signed a written document expressly waiving or limiting such right.\n13.7 Without prejudice to any other provision of this Agreement, any successor-in-title, including any executor, heir, liquidator, business rescue practitioner, judicial manager, curator or trustee, of either Party shall be bound by this Agreement.\n13.8 The signature by either Party of a counterpart of this Agreement shall be as effective as if that Party had signed the same document as the other Party.\n13.9 Each Party shall be liable for its own costs, including but not limited to its legal costs, incurred in the preparation, drafting, negotiation and implementation of this Agreement.\nSigned at on 2017\nfor HERNIC FERROCHROME PROPRIETARY LIMITED (IN BUSINESS RESCUE)\nwho warrants that he/she is duly authorised hereto\nSigned at on 2017\nfor THE RECEIVING PARTY IDENTIFIED IN ANNEXURE A\nwho warrants that he/she is duly authorised hereto\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 58 - ], - [ - 59, - 66 - ], - [ - 67, - 86 - ], - [ - 86, - 147 - ], - [ - 148, - 151 - ], - [ - 152, - 216 - ], - [ - 217, - 332 - ], - [ - 333, - 349 - ], - [ - 350, - 354 - ], - [ - 354, - 595 - ], - [ - 596, - 600 - ], - [ - 600, - 920 - ], - [ - 921, - 925 - ], - [ 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"http://www.hernic.co.za/wp-content/uploads/2017/09/Annexure-3_Confidentiality-Agreement.pdf" - }, - { - "id": 37, - "file_name": "Attachment 9 - Non Disclosure Agreement (Version 1).pdf", - "text": "NON DISCLOSURE AGREEMENT\nPRICE BENCHMARKING SERVICES\nREFERENCE NUMBER\nRM 1160\nATTACHMENT 9\nTHIS AGREEMENT is made on [date]\nBETWEEN:\n(1) Government Procurement Service of 9th Floor, The Capital, Old Hall Street, Liverpool L3 9PP (the \u201cAuthority\u201c); and\n(2) [Insert name] [(registered in England and Wales with company number [insert])] whose [registered office/principal place of business] is at [insert registered/principal address] (the \u201cOrganisation\u201d and together with the Authority, the \u201cParties\u201d).\nWHEREAS:\nEach Party wishes to receive Confidential Information from the other Party for the purpose of [insert background; note link with clause 2.1.5] (the \u201cPermitted Purpose\u201d).\nIT IS AGREED as follows:\n1 Interpretation\n1.1 In this Agreement, unless the context otherwise requires:\n\u201cConfidential Information\u201d means:\n(a) Information, including all personal data within the meaning of the Data Protection Act 1998, and however it is conveyed, provided by the Disclosing Party pursuant to [or in anticipation of] this Agreement that relates to:\n(i) the Disclosing Party Group; or\n(ii) the operations, business, affairs, developments, intellectual property rights, trade secrets, know-how and/or personnel of the Disclosing Party Group;\n(b) other Information provided by the Disclosing Party pursuant to [or in anticipation of] this Agreement that is clearly designated as being confidential or equivalent (whether or not it is so marked) or that ought reasonably to be considered to be confidential which comes (or has come) to the Receiving Party\u2019s attention or into the Receiving Party\u2019s possession in connection with the Permitted Purpose;\n(c) discussions, negotiations, and correspondence between the Disclosing Party or any of its directors, officers, employees, consultants or professional advisers and the Receiving Party or any of its directors, officers, employees, consultants and professional advisers in connection with the Permitted Purpose and all matters arising there from; and\n(d) Information derived from any of the above,\nbut not including any Information that:\n1.1.1.1 was in the possession of the Receiving Party without obligation of confidentiality prior to its disclosure by the Disclosing Party;\n1.1.1.2 the Receiving Party obtained on a non-confidential basis from a third party who is not, to the Receiving Party\u2019s knowledge or belief, bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party;\n1.1.1.3 was already generally available and in the public domain at the time of disclosure otherwise than by a breach of this Agreement or breach of a duty of confidentiality; or\n1.1.1.4 was independently developed without access to the Confidential Information;\n\u201cCrown Body\u201d means any department, office or agency of the Crown;\n\u201cDisclosing Party\u201d means a Party that directly or indirectly discloses or makes available Confidential Information;\n\u201cDisclosing Party Group\u201d means:\n(a) where the Disclosing Party is the Organisation, the Organisation and any company that is a holding company or subsidiary or subsidiary undertaking of the Organisation and any subsidiary or subsidiary undertaking of any such holding company; and\n(b) where the Disclosing Party is the Authority, the Authority and any Crown Body with which the Authority or the Organisation interacts in connection with the Permitted Purpose[ and any subsidiary of the Authority];\n\u201cEIRs\u201d means the Environmental Information Regulations 2004;\n\u201cFOIA\u201d means the Freedom of Information Act 2000 and any subordinate legislation made under that Act, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown Body in relation to such legislation;\n\u201cInformation\u201d means all information of whatever nature, however conveyed and in whatever form, including in writing, orally, by demonstration, electronically and in a tangible, visual or machine-readable medium (including CD-ROM, magnetic and digital form);\n\u201cInformation has the meaning given to that expression in Clause 5.1; Return Notice\u201d\n\u201cPermitted has the meaning given to that expression in the recital to this Purpose\u201d Agreement;\n\u201cReceiving Party\u201d means the Party which directly or indirectly receives or obtains Confidential Information;\n\u201cReceiving Party Authorised Person\u201d has the meaning given to that expression in Clause 3.1; \u201cRequest for Information\u201d has the meaning set out in FOIA or any apparent request for information under the FOIA or the EIRs; and\n\u201cSpecified Scope\u201d has the meaning given to that expression in Clause 5.1.\n1.2 In this Agreement:\n1.2.1 a reference to any gender includes a reference to other genders;\n1.2.2 the singular includes the plural and vice versa;\n1.2.3 the words \u201cinclude\u201d and cognate expressions shall be construed as if they were immediately followed by the words \u201cwithout limitation\u201d;\n1.2.4 references to any statutory provision include a reference to that provision as modified, replaced, amended and/or re-enacted from time to time (before or after the date of this Agreement) and any prior or subsequent subordinate legislation made under it;\n1.2.5 the expressions \"subsidiary\", \"holding company\" and \"subsidiary undertaking\" shall have the meanings given to them in the Companies Act 2006;\n1.2.6 headings are included for ease of reference only and shall not affect the interpretation or construction of this Agreement; and\n1.2.7 references to Clauses are to clauses of this Agreement.\n2 Confidentiality obligations\n2.1 In consideration of the Disclosing Party providing Confidential Information, at its discretion, to the Receiving Party, the Receiving Party shall:\n2.1.1 treat all Confidential Information as secret and confidential;\n2.1.2 have in place and maintain proper security measures and procedures to protect the confidentiality of the Confidential Information (having regard to its form and nature);\n2.1.3 not disclose or permit the disclosure of any of the Confidential Information to any other person without obtaining the prior written consent of the Disclosing Party or, if relevant, other owner or except as expressly set out in this Agreement;\n2.1.4 not transfer any of the Confidential Information outside the [United Kingdom];\n2.1.5 not use or exploit any of the Confidential Information for any purpose whatsoever other than the Permitted Purpose; and\n2.1.6 immediately notify the Disclosing Party in writing if it suspects or becomes aware of any unauthorised access, copying, use or disclosure in any form of any of the Confidential Information.\n2.2 The Receiving Party shall [be responsible for taking reasonable action to] ensure that each Receiving Party Authorised Person to whom it discloses Confidential Information observes the Receiving Party\u2019s obligations under this Agreement as if such Receiving Party Authorised Person had undertaken the same obligations as the Receiving Party.\n3 Permitted Disclosures\n3.1 The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, consultants and professional advisers and auditors (each a \u201cReceiving Party Authorised Person\u201d) who:\n3.1.1 reasonably need to receive the Confidential Information in connection with the Permitted Purpose; and\n3.1.2 have been informed by the Receiving Party:\n(a) of the confidential nature of the Confidential Information; and\n(b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement.\n3.2 The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs.\n3.3 Before making a disclosure pursuant to Clause 3.2, the Receiving Party or relevant Receiving Party Authorised Person shall, if the circumstances permit:\n3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and\n3.3.2 ask the court or other public body to treat the Confidential Information as confidential.\n4 Additional Permitted Disclosures by the Authority and other Crown Bodies\n4.1 Where the Disclosing Party is the Organisation, the Authority and any Crown Body to which Confidential Information has been disclosed in accordance with Clause 4.1.1, may disclose any of the Confidential Information:\n4.1.1 to another Crown Body provided that the Authority or relevant Crown Body informs the recipient Crown Body of the confidential nature of the Confidential Information;\n4.1.2 pursuant to the requirements of the FOIA or the EIRs;\n4.1.3 to the extent the need for disclosure arises for the purpose of the examination and certification of the accounts of the Authority or relevant Crown Body or for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority or relevant Crown Body is carrying out its public functions; and/or\n4.1.4 if the Authority or Crown Body has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a serious criminal offence and the disclosure is being made to a relevant investigating or enforcement authority.\n4.2 The Organisation acknowledges that public bodies, including the Authority and other Crown Bodies, may be required under the FOIA or the EIRs to disclose Information, including Confidential Information, without consulting or obtaining consent from the Organisation. The Authority shall take reasonable steps to notify the Organisation of a Request for Information (in accordance with the Secretary of State for Constitutional Affairs\u2019 Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this Agreement) the Authority or other relevant Crown Body shall be responsible for determining in its absolute discretion whether any Confidential Information and/or any other Information is exempt from disclosure in accordance with the FOIA or the EIRs.\n4.3 The Organisation shall provide all necessary assistance and cooperation as reasonably requested by the Authority or relevant Crown Body to enable the Authority or relevant Crown Body to comply with its obligations under the FOIA and the EIRs.\n5 Return of Information and surviving obligations\n5.1 The Disclosing Party may serve a notice (an \u201cInformation Return Notice\u201d) on the Receiving Party at any time under this Clause 5.1. An Information Return Notice must specify whether it relates to (i) all Confidential Information provided by the Disclosing Party which is protected by this Agreement or (ii) only specified Information or categories of Confidential Information so protected (in either case, the \u201cSpecified Scope\u201d). On receipt of an Information Return Notice, the Receiving Party shall:\n5.1.1 subject to Clause 5.2, at the Receiving Party\u2019s option, securely destroy or return and provide to the Disclosing Party documents and other tangible materials that contain any of the Confidential Information within the Specified Scope, including in any case all copies of the relevant documents and other materials made by the Receiving Party and any Receiving Party Authorised Person;\n5.1.2 subject to Clause 5.2, ensure, so far as reasonably practicable, that all Confidential Information within the Specified Scope that are held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Receiving Party or Receiving Party\u2019s Authorised Person) from any computer, word processor, voicemail system or any other device containing such Confidential Information; and\n5.1.3 make no further use of any Confidential Information which falls within the Specified Scope.\n5.2 The provisions of Clauses 5.1.1 and 5.1.2 shall not apply to the extent that the Receiving Party or Receiving Party Authorised Person is required to retain any such Confidential Information by any applicable law, rule or regulation or requirement of any competent judicial, governmental, supervisory or regulatory body or for the purposes of any audit.\n5.3 Following any destruction or return of Confidential Information to the Disclosing Party pursuant to Clause 5.1, the Receiving Party\u2019s obligations under this Agreement shall otherwise continue in force without limit of time.\n6 General\n6.1 The Receiving Party acknowledges and agrees that all property, including intellectual property rights, in Confidential Information disclosed to it by the Disclosing Party shall remain with and be vested in the Disclosing Party or relevant member of the Disclosing Party Group.\n6.2 This Agreement does not include, expressly or by implication, any representations, warranties or other obligations:\n6.2.1 to grant the Receiving Party any licence or rights other than as may be expressly stated in this Agreement;\n6.2.2 to require the Disclosing Party to disclose, continue disclosing or update any Confidential Information; or\n6.2.3 as to the accuracy, efficacy, completeness, capabilities, safety or any other qualities whatsoever of any Information or materials provided pursuant to or in anticipation of this Agreement.\n6.3 The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law. No failure or delay by either Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.\n6.4 Without prejudice to any other rights or remedies that either Party may have, each Party acknowledges and agrees that damages alone may not be an adequate remedy for any breach by a Receiving Party or any Receiving Party Authorised Person of the provisions of this Agreement. Accordingly, each Party acknowledges that the Disclosing Party shall be entitled to the remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of this Agreement and/or breach of confidence and that no proof of special damages shall be necessary for the enforcement of such remedies.\n6.5 For the purposes of the Contracts (Rights of Third Parties) Act 1999 no one other than the Parties has the right to enforce the terms of this Agreement.\n6.6 Each Party will be responsible for all costs incurred by it or on its behalf in connection with this Agreement.\n6.7 This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.\n7 Notices\n7.1 Any notice to be given under this Agreement (each a \u201cNotice\u201d) shall be given in writing and shall be delivered by hand and shall be deemed to have been duly given at the time of delivery provided that such Notice is sent to the relevant physical address, and expressly marked for the attention of the relevant individual, set out in Clause 7.2.\n7.2 Any Notice:\n7.2.1 if to be given to the Authority shall be sent to:\n[Address]\nAttention: [Contact name and/or position, e.g. \u201cThe Finance Director\u201d]\n7.2.2 if to be given to the Organisation shall be sent to:\n[Name of Organisation]\n[Address]\nAttention: [ ]\n8 Governing law\n8.1 This Agreement shall be governed by, and construed in accordance with, English law and any matter claim or dispute arising out of or in connection with this Agreement whether contractual or non-contractual, shall be governed by and determined in accordance with English law.\n8.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the English courts in respect of any claim or dispute arising out of or in connection with this Agreement.\nIN WITNESS of the above this Agreement has been signed by the duly authorised representatives of the Parties on the date which appears at the head of page 1.\nFor and on behalf of the Authority\nSignature: ______________________________ Date:\nName: Position:\nFor and on behalf of the Organisation\nSignature: ______________________________ Date:\nName: Position:\n", - 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}, - { - "id": 39, - "file_name": "Attachment%203%20-%20Confidentiality%20Release%20Form_201504131404512865.pdf", - "text": " CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT\nATTACHMENT 3 - INVITATION FOR BID RFQ 205\nCONSTRUCTION OF THE ASHBURN SHERIFF STATION\nTHIS AGREEMENT is entered into by and between COUNTY OF LOUDOUN, VIRGINIA with offices at 1 Harrison St. S.E., Leesburg, Virginia 20175 (hereinafter \u201cCounty\u201d) and with\noffices at\n(hereinafter \u201cBidder\u201d) on _____________________2015.\nWhereas, the County is seeking bids from Bidders to construct the Ashburn Sheriff Station (the \u201cProject\u201d); and\nWhereas, the Bidder desires to obtain architectural drawings that detail the design of said project for the sole purpose of compiling and submitting a response to Invitation for Bid RFQ 205 to construct the Project.\nNOW IT IS THEREFORE AGREED:\n1. Purpose\nThe purpose of this agreement is to allow the Bidder access to Confidential Information as defined herein detailing the design of the Project for the sole purpose of compiling and submitting a bid in response to the County\u2019s Invitation for Bid to construct the Project. This agreement is intended to ensure the safety and security of the Ashburn Sheriff Station. By signing this agreement the Bidder is stating that it will keep all Confidential Information (as defined in paragraph 4) in strict confidence and only use the Confidential Information on the Project identified herein. Further the Bidder warrants that its employees, partners, subcontractors, agents, and clients (collectively hereinafter the \u201cBidder\u201d) will be similarly bound by this agreement, or by other similar constraints of confidentiality.\n2. Disclosure\nThe Bidder shall not publish, or make and/or retain copies or disclose to any third party, any Confidential Information furnished to the Bidder except to such extent as may be necessary to carry out the Bidder\u2019s duties under this agreement and except to the extent that disclosure is required by judicial process in a legal proceeding, in which event Bidder will provide to the County notice of the request or demand to disclose Confidential Information.\nWithin ten (10) days after award and/or completion of the IFB, or upon demand by the County, all Confidential Information, including all photographs, sketches, models, and drawings related to the design, layout and operation of said project shall be destroyed and files deleted from all of the Bidder\u2019s web sites and electronic devices (including but not limited to computers, cellular phones, etc.). Bidder shall also verify that all Confidential Information provided to partners, subcontractors, agents and clients has\nbeen destroyed. The successful Bidder shall destroy all Confidential Information within ten (10) days after final Project completion.\n3. Indemnification\nBidder agrees to indemnify and hold harmless the County, its elected officials, employees and agents from and against any and all liability, damages, claims, suits, liens, and judgments (including reasonable attorney\u2019s fees), of whatever nature, for injuries to or death of any person or persons, or loss of or damage to property, to the extent attributable to the negligent acts of Bidder, its subcontractors or its respective agents, servants, or employees or such parties\u2019 related to said Confidential Information.\n4. Confidentiality\nA. \u201cConfidential Information\u201d as outlined herein shall be used in strict confidence solely for the purpose allotted under this agreement and shall not be disclosed by the Bidder, its employees, partners, subcontractors, agents, or clients to a third party without the prior written consent of the County with the exception of the following;\n\uf0b7 It was already in the possession of the receiving party;\n\uf0b7 It is learned from or becomes publicly disclosed by a source with legal right to use and disclose same\n\uf0b7 It is identical to information which was developed by the receiving party independently of any Confidential Information received from the other party.\nB. Confidential Information means all information relating to the design, layout and operation of said Project.\n5. Governing Law\nThis agreement validity, construction and effect shall be governed under the substantive law of the Commonwealth of Virginia without the giving effect to any choice of law provision. Bidder expressly waives any objection to venue or jurisdiction of the Loudoun County Circuit Court, Loudoun County, Virginia.\n6. Entire Agreement\nThe governing terms and conditions of this agreement are expressly limited to the terms and conditions contained in this Agreement. This agreement constitutes the complete integration of all oral and written documents, is the entire and final agreement between the parties and may be amended only in writing signed by authorized officials of both parties.\n7. Authority to Bind Firm in Agreement\nPerson signing Agreement will show title or authority to bind the firm in an agreement. Name and authorized signature must appear below. Those authorized to sign are as follows:\nIf a sole proprietorship, the owner may sign.\nIf a general partnership, any general partner may sign.\nIf a limited partnership, a general partner must sign.\nIf a limited liability company, a \u201cmember\u201d may sign or \u201cmanager\u201d must sign if so specified by the articles or organization.\nIf a regular corporation, the CEO, President or Vice-President must sign.\nOthers may be granted authority to sign but the County requires that a corporate document authorizing him/her to sign be submitted with proposal.\nAGREED AND ACCEPTED BY:\nBy: _________________________________________\nName (printed): _______________________________\nTitle: ________________________________________\nDate: _______________________________________\nCOMMONWEALTH OF VIRGINIA COUNTY OF ____________________ to-wit:\nAcknowledged before me this ____ day of _______________________, 2015.\nNotary Public\nRegistration No.:\nMy Commission Expires: ________________________\n", - "spans": [ - [ - 0, - 1 - ], - [ - 1, - 43 - ], - [ - 44, - 55 - ], - [ - 55, - 85 - ], - [ - 86, - 129 - ], - [ - 130, - 297 - ], - [ - 298, - 308 - ], - [ - 309, - 335 - ], - [ - 335, - 361 - ], - [ - 362, - 472 - ], - [ - 473, - 688 - ], - [ - 689, - 716 - ], - [ - 717, - 727 - ], - [ - 728, - 998 - ], - [ - 998, - 1091 - ], - [ - 1091, - 1311 - ], - [ - 1311, - 1539 - ], - [ - 1540, - 1553 - ], - [ - 1554, - 2008 - ], - [ - 2009, - 2410 - ], - [ - 2410, - 2529 - ], - [ - 2530, - 2546 - ], - [ - 2546, - 2663 - ], - [ - 2664, - 2682 - ], - [ - 2683, - 3200 - ], - [ - 3201, - 3219 - ], - [ - 3220, - 3560 - ], - [ - 3561, - 3619 - ], - [ - 3620, - 3724 - ], - [ - 3725, - 3877 - ], - [ - 3878, - 3989 - ], - [ - 3990, - 4006 - ], - [ - 4007, - 4190 - ], - [ - 4190, - 4315 - ], - [ - 4316, - 4335 - ], - [ - 4336, - 4468 - ], - [ - 4468, - 4691 - ], - [ - 4692, - 4730 - ], - [ - 4731, - 4819 - ], - [ - 4819, - 4868 - ], - [ - 4868, - 4908 - ], - [ - 4909, - 4954 - ], - [ - 4955, - 5010 - ], - [ - 5011, - 5065 - ], - [ - 5066, - 5189 - ], - [ - 5190, - 5263 - ], - [ - 5264, - 5409 - ], - [ - 5410, - 5433 - ], - [ - 5434, - 5438 - ], - [ - 5438, - 5479 - ], - [ - 5480, - 5496 - ], - [ - 5496, - 5527 - ], - [ - 5528, - 5535 - ], - [ - 5535, - 5575 - ], - [ - 5576, - 5582 - ], - [ - 5582, - 5621 - ], - [ - 5622, - 5657 - ], - [ - 5657, - 5678 - ], - [ - 5678, - 5685 - ], - [ - 5686, - 5726 - ], - [ - 5726, - 5756 - ], - [ - 5757, - 5770 - ], - [ - 5771, - 5788 - ], - [ - 5789, - 5812 - ], - [ - 5812, - 5836 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 19, - 22 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 19, - 30 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 26, - 29 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 26, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 26 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.loudoun.gov/DocumentCenter/View/113379" - }, - { - "id": 44, - "file_name": "BOMI%20Non-Disclosure%20Agreement.pdf", - "text": "BOMI International\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \u201cAgreement\u201d) is made by and between BOMI International, Inc. (\u201cBOMI\u201d), and you, the test taker (\u201cAttendee\u201d). In consideration for your right to take the CBT Test, Attendee agrees to the following:\n1. \u201cConfidential Information\u201d shall mean all information, whether communicated in oral, written, electronic or other form, furnished by BOMI or prepared by Attendee during the Testing Period, including, but not limited to, answers and notes made by Attendee during the Testing Period, any test questions and answers, any accompanying Test materials and like information, and any and all other Test information of, or provided by, BOMI. All notes, analyses, compilations, and other documents prepared by Attendee during the Testing Period, which contain or otherwise reflect information regarding the Test, will also be \u201cConfidential Information.\u201d The Testing Period includes all time immediately prior to, during, and immediately following the scheduled Test time.\n2. Attendee will preserve as confidential all Confidential Information that Attendee may obtain or prepare in relation to the Test during the Testing Period. Without BOMI\u2019s prior written consent, which may be given or withheld by BOMI in its sole and absolute discretion, Attendee will not at any time, whether during or after the Testing Period, (a) disclose any Confidential Information to any third party nor give any third party access thereto, nor (b) use any Confidential Information except as required in taking the Test. At all times during the testing period, Attendee agrees to abide by the Code of Professional Ethics and Conduct, a copy of which can be found online at www.bomi.org.\n3. Attendee shall notify BOMI immediately upon discovery of unauthorized use or disclosure of Confidential Information or any breach of this Agreement, and shall cooperate with BOMI in every reasonable way to assist BOMI in mitigating the consequences of such use or disclosure and preventing further unauthorized use or disclosure. If a third party brings an action against BOMI arising out of Attendee\u2019s breach of this Agreement, BOMI, at its sole discretion, may settle or defend the claim, and Attendee shall pay all settlements, costs, damages and legal fees and expenses arising out of such settlement or defense.\n4. Attendee agrees that money damages will not be a sufficient remedy for any breach of this Agreement by him and that in addition to all other remedies which may be available, BOMI will be entitled to specific performance and injunctive or other equitable relief, without bond, as a remedy for any such breach or threatened breach. All remedies available to BOMI for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.\n5. In the event of any litigation between the Parties in connection with this Agreement, including the seeking of injunctive relief, if BOMI is the successful party, Attendee shall pay to BOMI therein all costs and expenses, including but not limited to actual attorneys\u2019 fees incurred therein by BOMI, which costs, expenses and attorneys\u2019 fees shall be included as a part of any judgment rendered in such action in addition to any other relief to which BOMI may be entitled. Should BOMI not be a successful party, the Parties will each bear their own attorneys\u2019 fees and expenses.\n6. Attendee acknowledges that all Test documents, materials, drawings, and other physical media of expression incorporating or containing any Confidential Information that BOMI furnishes to Attendee, or that Attendee prepares during the Testing Period, are BOMI\u2019s property and will be promptly surrendered to BOMI upon the completion of the Testing Period. After the completion of the Testing Period, Attendee will make no further use of any of the Confidential Information. The foregoing will apply regardless of whether Attendee completes the Test.\n7. Attendee understands that BOMI makes no representations or warranties as to the accuracy or completeness of any Confidential Information disclosed, and Attendee agrees that neither BOMI nor any of its officers, directors, Attendees, agents, members or attorneys will have any liability to Attendee arising from Attendee\u2019s use of the Confidential Information.\n8. To the fullest extent permitted by law, all of the covenants and agreements contained in this Agreement will survive indefinitely. Attendee also understands that the obligation not to use or disclose Confidential Information shall survive the completion of Testing Period, for so long as the information remains Confidential Information. Attendee further understands that this Agreement extends to, and shall be binding upon, his heirs, successors and assigns.\n9. This Agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and may be modified only by a written instrument duly executed by the parties hereto. If any part of any provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of said agreement.\n10. This Agreement will be governed by and construed according to the laws of the State of Maryland (excluding the choice of laws rules thereof). Attendee hereby consents to the jurisdiction of the courts of the State of Maryland. Any suit brought hereon must be brought in the state or federal courts sitting in the State of Maryland, the parties hereto hereby waive any claim or defense that such forum is not convenient or proper.\n", - "spans": [ - [ - 0, - 18 - ], - [ - 19, - 43 - ], - [ - 44, - 64 - ], - [ - 64, - 188 - ], - [ - 188, - 275 - ], - [ - 276, - 712 - ], - [ - 712, - 923 - ], - [ - 923, - 1040 - ], - [ - 1041, - 1199 - ], - [ - 1199, - 1388 - ], - [ - 1388, - 1494 - ], - [ - 1494, - 1570 - ], - [ - 1570, - 1735 - ], - [ - 1736, - 2069 - ], - [ - 2069, - 2355 - ], - [ - 2356, - 2689 - ], - [ - 2689, - 2930 - ], - [ - 2931, - 3407 - ], - [ - 3407, - 3512 - ], - [ - 3513, - 3547 - ], - [ - 3547, - 3870 - ], - [ - 3870, - 3988 - ], - [ - 3988, - 4063 - ], - [ - 4064, - 4425 - ], - [ - 4426, - 4560 - ], - [ - 4560, - 4767 - ], - [ - 4767, - 4889 - ], - [ - 4890, - 5085 - ], - [ - 5085, - 5490 - ], - [ - 5491, - 5637 - ], - [ - 5637, - 5722 - ], - [ - 5722, - 5924 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 21 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 9, - 10, - 11, - 24, - 25 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 9, - 10 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9, - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.bomi.org/uploadedFiles/BOMI%20Non-Disclosure%20Agreement.pdf" - }, - { - "id": 45, - "file_name": "BTS_NDA.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement, effective as of the date of the last signature hereto, is between Brooks Technical Solutions, Inc., a Corporation in the State of Florida, U.S.A., having a principal place of business at _________________________ _____________(hereinafter called \"BROOKSTECH\"), and __________________________, having a principal place of business at___________________________________________ (hereinafter referred to as \u201c____________\u201d).\nWHEREAS, BROOKSTECH has or may acquire certain information relating to design methods, procedures, components, structures, business, customers, sales, personnel, business planning, marketing, and manufacturing and desires to disclose such information to ____________ for the purposes of evaluating the design of devices and ____________ is willing to accept such information and as limited herein.\nWHEREAS, ____________ has or may acquire certain information relating to design methods, procedures, components, structures, business, customers, sales, personnel, business planning, marketing, and manufacturing and desires to disclose such information to BROOKSTECH for the purposes of evaluating the design of devices and BROOKSTECH is willing to accept such information and as limited herein.\nNOW THEREFORE, the parties agree as follows:\n1. \u201cConfidential Information\u201d is defined as any device, graphics, written information, or information in other tangible forms that is disclosed by a disclosing party to a receiving party, for the aforesaid purposes that relates to the above-identified subject area, and that is marked at the time of disclosure as being \u201cConfidential\u201d or \u201cProprietary\u201d or with words of similar import. Information disclosed orally or visually and identified at that time as \u201cConfidential\u201d shall be considered \u201cConfidential Information\u201d if it is reduced to tangible form, marked \u201cConfidential,\u201d and transmitted to the receiving party within thirty (30) days after the oral or visual disclosure.\n2. Unless otherwise expressly authorized by the disclosing party, the receiving party agrees to retain the \u201cConfidential Information\u201d in confidence for a period of three (3) years from the date of receipt of the \u201cConfidential Information\u201d or until such time as the information no longer qualifies as \u201cConfidential Information\u201d under Paragraph 3. During this period the receiving party shall not disclose the received \u201cConfidential Information\u201d to any third party, and shall not use the received \u201cConfidential Information\u201d for any purpose other than the aforesaid purposes. The receiving party further agrees to use the same degree of care, but no less than a reasonable degree of care, with any \u201cConfidential Information\u201d as it would with its own confidential information, and to limit dissemination of the \u201cConfidential Information\u201d to such of its employees who have a need to know of the \u201cConfidential Information.\u201d\n3. Notwithstanding any other provisions of this Agreement, each party acknowledges that \u201cConfidential Information\u201d shall not include any information which:\n(a) Is, or becomes, publicly known through no wrongful act on the receiving party\u2019s part; or\n(b) Is, at the time of disclosure under this Agreement, already known to the receiving party without restriction on disclosure; or\n(c) Is, or becomes, rightfully possessed by the receiving party without any obligation restricting disclosure and without breach of this Agreement; or\n(d) Is independently developed by the receiving party without breach of this Agreement; or\n(e) Is furnished to a third party by the disclosing party without a similar restriction on the third party\u2019s rights; or\n(f) Is required to be disclosed by law or applicable legal process; or\n(g) Is embodied and ascertainable upon inspection of commercially available products, including manuals and the like, rightfully sold to the public by either party; or\n(h) Is explicitly authorized for release by written authorization of the disclosing party.\n4. Either party may terminate this agreement at any time by giving written notice to the other party. Notwithstanding termination or expiration, all obligations of confidentially shall survive and continue to bind the receiving parties for the period set forth in Section 2.\n5. At the instruction of disclosing party, the receiving party agrees to either return or dispose of all information received under this agreement, discontinue any use of the \u201cConfidential Information\u201d, and provide written confirmation thereof.\n6. No license, express or implied, in the information disclosed is granted to either party other than to use the information in the manner and to the extent authorized by the Agreement. Nothing herein shall be construed to create a joint venture, agency or partnership, or to authorize a party to act as agent or representative of the other party.\n7. No warranty, express or implied, in the information disclosed is granted by this Agreement. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.\n8. The existence of this Agreement and/or the nature of the business conducted between the parties shall not be disclosed at any time by any party(ies) without the prior written permission of the other party.\n9. This Agreement may not be modified or amended unless in writing and signed by duly authorized representatives of all parties.\n10. The validity, construction and performance of this Agreement and the legal relations between the parties shall be governed by and construed in accordance with the law of the State of Florida. If any provision of this Agreement, or the application of such provision, is invalid under any applicable statute or rule of law, the remaining provisions of this Agreement shall remain in full force and effect.\n11. This Agreement sets forth the entire understanding between the parties with respect to the subject matter herein, and merges and supersedes all prior written agreements, discussions and understandings, expressed or implied, concerning such matters.\nIN WITNESS WHEREOF, the parties identified below have caused this Agreement to be executed by their duly authorized representatives who agree to be personally bound by this Agreement and represent having the authority to legally bind the identified partnership or corporation to this Agreement.\nBrooks Technical Solutions, Inc. __________________\nBy:_______________________________ Date: _________ By: Date:\n(____________ officer\u2019s signature)\nDwight Brooks\n(____________ officer\u2019s printed name)\nTitle: President Title:\n(____________ officer\u2019s title)\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 254 - ], - [ - 254, - 371 - ], - [ - 371, - 417 - ], - [ - 417, - 461 - ], - [ - 462, - 859 - ], - [ - 860, - 1255 - ], - [ - 1256, - 1300 - ], - [ - 1301, - 1686 - ], - [ - 1686, - 1977 - ], - [ - 1978, - 2324 - ], - [ - 2324, - 2551 - ], - [ - 2551, - 2894 - ], - [ - 2894, - 2895 - ], - [ - 2896, - 3051 - ], - [ - 3052, - 3144 - ], - [ - 3145, - 3275 - ], - [ - 3276, - 3426 - ], - [ - 3427, - 3517 - ], - [ - 3518, - 3637 - ], - [ - 3638, - 3708 - ], - [ - 3709, - 3876 - ], - [ - 3877, - 3967 - ], - [ - 3968, - 4070 - ], - [ - 4070, - 4242 - ], - [ - 4243, - 4487 - ], - [ - 4488, - 4674 - ], - [ - 4674, - 4835 - ], - [ - 4836, - 4931 - ], - [ - 4931, - 5023 - ], - [ - 5024, - 5232 - ], - [ - 5233, - 5361 - ], - [ - 5362, - 5558 - ], - [ - 5558, - 5769 - ], - [ - 5770, - 6022 - ], - [ - 6023, - 6317 - ], - [ - 6318, - 6351 - ], - [ - 6351, - 6369 - ], - [ - 6370, - 6405 - ], - [ - 6405, - 6411 - ], - [ - 6411, - 6421 - ], - [ - 6421, - 6430 - ], - [ - 6431, - 6465 - ], - [ - 6466, - 6479 - ], - [ - 6480, - 6517 - ], - [ - 6518, - 6541 - ], - [ - 6542, - 6572 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5, - 8 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8, - 9 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 10, - 24 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 18 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.brookstech.com/s/BTS_NDA.pdf" - }, - { - "id": 54, - "file_name": "C_TERMS_NDA_EN.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nBetween ........................................ ........................................ ........................................\n(Also referred to hereinafter as the DISCLOSEE)\nand Fronius International GmbH Froniusstra\u00dfe 1 4643 Pettenbach\n(Also referred to hereinafter as the DISCLOSER)\n1. Preamble\nWhereas Fronius is involved in developing battery charging systems, welding systems, alternators and related technologies and their accessories;\nAnd whereas Fronius protects its intellectual property rights consistently via patents, other protected rights, confidentiality etc.\nAnd whereas Fronius as the DISCLOSER will, in the course of the business dealings established with the DISCLOSEE, provide confidential information (as defined in section 2 \"Subject matter of non-disclosure agreement\" and referred to hereinafter as 'confidential information);\nThis contract does not imply any commercial obligation between the parties of any kind (purchasing and selling products, joint ventures, partnerships, etc.). Any commercial relations must be agreed separately.\n2. Subject matter of non-disclosure agreement\n For the purposes of this non-disclosure agreement, the term 'confidential information' means information which is designated as 'confidential' or \u2013 where communicated orally \u2013 is designated as confidential or referred to similarly when communicated. Oral communications must be confirmed subsequently in writing.\nThe term 'confidential information' includes, but is not limited to, all documents, drawings, data, subjects, information, records, knowhow, protected rights, inventions, ideas, concepts, knowledge, technology, design, specifications, including dimensions, tolerances, materials and connections, blueprints, diagrams, software, improvements, production procedures, production processes, formulae, all documents and information concerning the company, in particular administrative and commercial facts and details concerning customers, products, suppliers and other business partners and any and all documents and information insofar as it relates to the collaboration proposed which is disclosed during the term of the contract and is accessible only to a limited circle of persons or where the DISCLOSER intends that it should only be available to a limited circle of persons, however that information may be disclosed, e.g. in writing, orally, by telephone, encoded, presented in graphic form, etc. and whatever the media and recording process used, e.g. optically, electronically or magnetically.\n The DISCLOSEE for the purposes of this agreement is the DISCLOSEE as defined above.\n3. The DISCLOSEE agrees to keep any and all written, electronic and oral information and models conveyed or made available to it directly or indirectly in the course of the collaboration strictly in confidence and not to disclose it or make it available to any third party without the DISCLOSER's consent in writing.\n4. The DISCLOSEE also agrees not to use the confidential information other than for the purpose as provided herein and not to use that information commercially in any way without the DISCLOSER's consent in writing.\n5. The DISCLOSEE may not make confidential information available within its enterprise or organisation other than to staff who necessarily require it to perform their duties. Such persons must demonstrably be bound beforehand to keep the information confidential to the same strict extent as agreed herein, including after their contractual relationships are terminated insofar as the law allows. The DISCLOSEE will be liable for any and all losses the DISCLOSER suffers.\n6. No licence, user or similar rights to any patent, patent application or knowhow may be deduced from this agreement, either directly or indirectly.\n7. As with the confidential information, no results obtained from that information may be disclosed to any third parties or made available otherwise without the DISCLOSER's consent in writing. This also applies without limitations to any possible termination of the business relationship between both parties.\n8. Any and all confidential information, including any and all protected and other rights created and/or produced in connection with the confidential information provided, no matter when or by whom, are the property of Fronius. The DISCLOSEE cannot deduce any rights from knowing the information and knowhow the DISCLOSER provides in respect of applying for protected rights against the DISCLOSER, particularly in terms of prior use.\n9. The supplier (supplier = contractor) assures that any and all necessary rights for the production and distribution of the furnished and delivered materials and products are available and holds Fronius harmless from all and any claims by third parties resulting from an infringement of industrial and /or intellectual property rights/patents.\n10. Any and all documents containing confidential information, copies of such documents and extracts the DISCLOSEE makes from such documents and models the DISCLOSER provides must be returned or demonstrably destroyed and their destruction be confirmed in writing should the DISCLOSER so require.\n11. Documents which contain confidential information must not be reproduced or extracts made from them without the DISCLOSER's prior consent in writing. Models sent must not be analysed.\n12. These obligations will not apply, or will cease to apply, to using information where the DISCLOSEE can show that that information\n/ Passed into the public domain without breaching these obligations;\n/ Was already in the DISCLOSEE's possession before the DISCLOSER disclosed it to it.\nInformation will be deemed to be confidential information for the purposes of this non-disclosure agreement even if the confidential information comes under one or more of these exceptions only in part, provided the confidential information itself does not come under one or more of these exceptions in its entirety.\n13. This agreement is binding on and against the parties' successors, wholly or in part.\n14. This agreement enters into force when signed by all contracting parties, and applies for a term of \u2026 years.\nThe agreement is engrossed in duplicate.\n Any amendments or additions to this agreement must be in writing.\n15. This agreement is governed by Austrian law, to the exclusion of the UN Convention on the International Sale of Goods and the IPRG [law on international private law]. Jurisdiction is agreed to be at Wels\nIf any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.\nDISCLOSER DISCLOSEE\nFronius International GmbH \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nDate: .................................... Date: ......................................\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n(Name and signature of the representation (Name and signature of the representation\nauthorized person in block letters; Company stamp) authorized person in block letters; Company stamp)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n(Name and signature of the representation (Name and signature of the representation\nauthorized person in block letters) authorized person in block letters)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n(Name and signature of the representation (Name and signature of the representation\nauthorized person in block letters) authorized person in block letters)\n", - 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"spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13, - 15, - 18 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 24 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.fronius.com/~/downloads/Company/Legal%20Documents/C_TERMS_NDA_EN.pdf" - }, - { - "id": 56, - "file_name": "annex-2-sample-non-disclosure-agreement.pdf", - "text": "SAMPLE NON-DISCLOSURE AGREEMENT\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is dated the day of 20\nBETWEEN [Name], registered in [country] whose registered address is [Address], (\u201cNGO\u201d)\nAND [Name], [address] (\u201cOperator\u201d)\n(individually referred to as \u201cParty\u201d and collectively referred to as \u201cParties\u201d)\nWHEREAS: NGO and the Operator intend to carry on commercial discussions with each other in connection with the matter of mutual interest described below and anticipate sharing information of a confidential or proprietary nature in the course of those discussions and wish to enter into this agreement to protect the confidential or proprietary nature of information to be disclosed by the Parties to each other. The matter of mutual interest is providing bulk transfer services for NGO clients (hereafter called \u201cthe Matter\u201d)\nNOW IT IS AGREED by and between the parties as follows:\n1. To facilitate discussions, meetings and the conduct of business between the Parties with respect to the Matter, it may be necessary for either Party to disclose (\u201cDiscloser\u201d) to the other Party (\u201cRecipient\u201d) Confidential Information as defined below.\n2. The Recipient shall be entitled to disclose the Confidential Information to its employees, contractors and advisers and Group Parties, provided that the Recipient will ensure that any such employee, contractor or adviser or Group Party has a legal obligation to keep the Confidential Information confidential which, in the case of employees, contractors or advisers, shall be both during and after their current employment or engagement, on terms no less strict than this Agreement. Any disclosure of such Confidential Information by any employee, contractor or adviser or Group Party will be deemed to be a breach of this Agreement by the Recipient.\n3. Each Party acknowledges and agrees:\na. All Confidential Information acquired by either Party from the other Party shall be and shall remain the exclusive property of the disclosing Party or the member of its group providing it;\nb. To hold all Confidential Information in confidence and to procure that its representatives, advisers and associates hold all such Confidential Information in confidence.\nMUTUAL NON-DISCLOSURE AGREEMENT\nc. To limit access to such Confidential Information to authorised individuals (the \u201cPermitted Personnel\u201d) who have a need to know the Confidential Information in order for the Party to participate in the Matter.\nd. To procure that its Permitted Personnel are aware and adhere to the terms of this Agreement;\ne. To use such Confidential Information only for purposes of work, services or analysis related to the Matter and for other purposes only upon such terms as may be agreed upon between the Parties in writing; and\nf. To return promptly to the disclosing party, or to destroy any copies of such Confidential Information in written, graphic or other tangible form at that Party\u2019s request and any such destruction shall be certified in writing to the disclosing Party by an authorised officer of the Recipient;\ng. The obligations of each of the Parties with respect to Confidential Information shall extend for a period of three (3) years following the date of disclosure of that Confidential Information; provided, however, that confidentiality obligations herein shall survive for a period of three (3) years from the date of termination of this Agreement; and\nh. Neither disclosure of Confidential Information, nor this Agreement shall be construed as (i) requiring a Party to disclose or accept Confidential Information, (ii) permitting a Party to use or sell the Confidential Information or products derived therefrom, or (iii) granting to either Party any rights by license or otherwise, express or implied, under any patent, copyright, trademark, trade secret or other intellectual property right now or hereafter obtained or licensable by the other Party, or\n(iv) a representation or warranty by either Party as to the accuracy or completeness of the Confidential Information (other than as expressly set out in any agreement subsequently entered into by the Parties).\n4. These obligations contained in this Agreement do not apply to Confidential Information that:\na. As shown by reasonably documented proof, was in the other\u2019s lawful possession without restriction on use or disclosure prior to receipt thereof from the disclosing Party; or\nb. As shown by reasonably documented proof, was received by one Party in good faith from a third party not subject to a confidential obligation to the other Party and without breach of this Agreement; or\nc. Now is or later becomes part of the public domain through no breach of confidential obligation by the receiving Party; or\nd. Is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law, except that prior to any disclosure pursuant to this subsection, the Party receiving the request for the information shall notify the disclosing Party and provide them with an opportunity to participate in objecting to production of the Confidential Information; or\ne. Was developed by the receiving Party independently from and without the developing person(s) having access to any of the Confidential Information received from the other Party; or\nf. Is authorised in writing by the disclosing Party to be released or is designated in writing by the source as no longer being Confidential Information.\n5. The Recipient acknowledges that money damages may not be an adequate remedy for any breach of this Agreement. The Discloser will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach of this Agreement in addition to all monetary remedies available at law and in equity.\n6. Neither this Agreement nor provision of Confidential Information pursuant to it shall be construed as an agreement, commitment, promise or representation by either Party to do business with the other or to do anything except as set out specifically in this Agreement.\nMUTUAL NON-DISCLOSURE AGREEMENT\n7. This Agreement shall be construed in accordance with the laws of England. The Parties hereby consent to the exclusive jurisdiction of the courts of England and consent that all personal service of process be made by certified mail or registered mail directed to the address stated herein and service so made shall be deemed to be completed upon actual receipt thereof. The Parties waive any objection to jurisdiction and venue of any action instituted against it in England, and agree not to assert any defense based on lack of jurisdiction or venue. The Parties waive the right to trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or related to this Agreement.\n8. The Recipient acknowledges that all Intellectual Property Rights in the Confidential Information vest in the Discloser and the Recipient further acknowledges that it shall have no rights in respect of the copyright, trade marks (registered or unregistered) or the other Intellectual Property Rights in the Confidential Information by virtue of a disclosure thereof to it.\n9. This Agreement is the entire agreement between the Parties with respect to disclosure of Confidential Information pertaining to the Matter and supersedes all prior agreements and understandings with respect to this subject. This Agreement may be amended only by written agreement executed by both Parties. This Agreement shall be binding on the agents, successors and permitted assigns of the Parties.\n10. If for any reason, any provision of this Agreement shall be determined to be invalid, void or unenforceable by a court or regulatory body of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated unless removal of the provision in question results in a material change to this Agreement. Further, no failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or exercise of any rights under this Agreement.\n11. Assignment. Neither Party shall assign this Agreement to a third party without the other Party\u2019s prior written consent, which such consent will not be unreasonably withheld, denied, conditioned or delayed; provided, however, that each Party may assign the rights and obligations to any Group Party.\n12. Third parties cannot benefit from this Agreement under The Contracts (Rights of Third Parties) Act 1999.\n13. Either Party may terminate this Agreement on thirty (30) days written notice to the other Party.\n14. Counterparts and Facsimile Delivery. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Agreement when a duly authorised representative of each Party has signed a counterpart. The Parties intend to sign and deliver this Agreement by facsimile transmission. Each Party agrees that the delivery of the Agreement by facsimile shall have the same force and effect as delivery of original signatures and that each Party may use such facsimile signatures as evidence of the execution and delivery of the Agreement by all Parties to the same extent that an original signature could be used.\n15. In this Agreement unless the context otherwise requires the following words and expressions shall have the following meanings: \u201cAgreement\u201d means this Mutual Non-Disclosure Agreement;\n \u201cConfidential Information\u201d means any and all information and know-how that the Discloser and/or its Group Parties and/or its agents may from time to time disclose to the Recipient or the Recipient\u2019s\nMUTUAL NON-DISCLOSURE AGREEMENT\nGroup Parties during the course of the Matter or which otherwise becomes known to the Recipient either during the course of the Matter or during the course of any previous discussions, negotiations or relationship with the Discloser in relation to the Matter, whether orally, in writing, digitally, in the form of machine readable code or embodied in hardware or any other physical medium which relates to the business, including but not limited to the business plan of the Discloser or their Group Parties, data, know-how, designs, illustrations, drawings, photographs, illustrations, notes, memoranda, terms of business, financial information, financial projections, financial records, customers and suppliers, sales and marketing information, spreadsheets, specifications, technical information and computer software of the Discloser and/or its Group Parties;\n\u201cDiscloser\u201d means the Party which has disclosed Confidential Information to the other Party; \u201cGroup Party\u201d means any Party which is, or is a subsidiary of, the ultimate holding Party of the relevant Party from time to time, where \u201csubsidiary\u201d and \u201cholding Party\u201d have the meanings ascribed to them in section 1159 of the Companies Act 2006 or such other legislation as may amend, extend, consolidate or replace the same from time to time;\n \u201cIntellectual Property Rights\u201d means (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, moral rights, database rights and know-how;\n(ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights;\nand\n\u201cRecipient\u201d means a Party that has received Confidential Information of the other Party.\nSigned for an on behalf of NGO: Signed for an on behalf of the Party:\nSignature: Signature:\nName: Name:\nTitle: Title:\nDate: Date:\n", - 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19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.calpnetwork.org/wp-content/uploads/2020/01/annex-2-sample-non-disclosure-agreement.pdf" - }, - { - "id": 61, - "file_name": "ccporappdev-rfp-att8.pdf", - "text": "Attachment 8\nNon-Disclosure Agreement for Request for Proposal \u2013 California Courts Protective Order Registry Development\nTHIS CONFIDENTIALITY AGREEMENT (\u201cAgreement\u201d), effective as of _________________[date of company\u2019s signed proposal] (\u201cEffective Date\u201d), is entered into by and between the Administrative Office of the Courts (the \u201cAOC\u201d) and [company name], a [ ] corporation, with its principal address at [complete address], (hereinafter the \u201cCompany\u201d).\nWHEREAS, the State of California, acting through the Judicial Council of California, Administrative Office of the Courts is planning to disclose certain confidential information to potential vendors who wish to bid on the Request for Proposal for Judicial Council of California Administrative Office of the Courts (AOC) for California Courts Protective Order Registry Development, including all Statements of Work, dated on or about April, 2009 (collectively, the \u201cRFP\u201d);\nWHEREAS, each potential vendor who wishes to submit a response to the RFP must have access to that confidential information in order to construct a response to the RFP, including a bid; and\nWHEREAS, the AOC requires each potential vendor identified to receive the RFP to sign this Confidentiality Agreement and return it to the AOC as a condition of receiving the RFP;\nNOW THEREFORE, in consideration of the promises and of the mutual promises and agreements herein contained, it is agreed by and between the parties hereto as follows:\n1. Company agrees that all information, documents, data, materials and the AOC proprietary software systems disclosed to, or accessed by, Company in connection with, or related to, the RFP or the RFP process, in any form whether oral or written, or in any medium, including but not limited to any of the following is \u201cConfidential Information\u201d under the terms of this Agreement:\na. The subject matter described in, and referred to, in the RFP, its associated Statements of Work (\u201cSOWs\u201d) or any other attachments, or during the RFP process (collectively \u201cAOC Requirements\u201d);\nb. The RFP document (including all attachments), its content, and all supporting data, materials and all other information provided to Company in any form or medium in or in relation to the AOC\u2019s RFP;\nc. Any information, data, document or material concerning or related to the AOC Requirements, including but not limited to the AOC Requirements described in the RFP, SOWs, and all subsequent information, data, document or materials that may be provided to Company from time to time during the RFP process, including but not limited to any information, data, document or materials provided during or in response to any questions from Company or another recipient of the RFP;\nd. The SOW documents (including all attachments), their content, and all supporting data, materials and all other information provided to Company in any form or medium in relation to the AOC\u2019s RFP process;\ne. All fees including base charges for services, ARC and RRC rates, termination fees, resource baseline, volume discounts, new service rates, and skill categories for services;\nf. Any information, data, document or material provided to Company in any form or medium to conduct any capability test pilot or demonstration, whether at the Company\u2019s facilities or the AOC\u2019s facilities;\ng. Description of the AOC\u2019s finance, information technology, engineering and purchasing activities;\nh. The AOC\u2019s objectives and strategies, including without limitation, the AOC\u2019s direction and the AOC\u2019s sourcing objectives;\ni. The AOC\u2019s standards, policies, procedures and methodologies;\nj. The AOC\u2019s volume information provided in the RFP;\nk. Any and all other information, data or materials that Company receives access to or obtains in connection with onsite visits, meetings or in any other forms of communication whether oral or written with AOC personnel and contractors; and\nl. Any and all other information, data or materials learned by Company through inspection of the AOC\u2019s property regarding the AOC\u2019s products, designs, business plans, strategies or processes, business opportunities, procurement or supply business plans, strategies or process, sales or marketing plans, strategies or processes, technical plans, strategies, or architecture, financial plans, strategies or processes, research, development, know-how, personnel, or third-party confidential information disclosed to Company by the AOC.\n2. All Confidential Information disclosed by the AOC to Company shall be received in confidence by Company. Company agrees that it shall undertake all necessary and appropriate steps to ensure that the secrecy of the Confidential Information in its possession shall be maintained. Company also agrees that it shall treat the Confidential Information with not less than the same degree of care and confidentiality with which it treats its own confidential information, but in no event less than reasonable care. Company agrees that access to the Confidential Information shall be given by it only to those of its employees who have a need to know to engage in the business relationship contemplated by this Agreement and who have signed a non-use and non-disclosure agreement in content at least as protective of the Confidential Information as the provisions hereof, prior to any disclosure of the Confidential Information to such employees.\n3. Company shall not (i) use any portion of the Confidential Information for any purpose except to evaluate the RFP, including assessment of each Statement of Work under the RFP, in order to prepare its response to the RFP or (ii) disclose the Confidential Information or any part of it to any third party without the prior written consent of the AOC; provided, however, that Confidential Information shall not include any information of the AOC that: (a) is already properly known to Company at the time of its disclosure as shown by the Company\u2019s files and records immediately prior to the time of disclosure by the AOC to Company; (b) is publicly known through no action or inaction of Company; (c) is received from a third party free to disclose it to Company; (d) is independently developed by the Company without use of or reference to the Confidential Information, as shown by documents and other competent evidence in the Company\u2019s possession; or (e) is communicated to a third party with express written consent of the AOC. Nothing in this Agreement shall prevent the Company from disclosing Confidential Information to the extent the Company is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that Company gives the AOC prompt written notice of such requirement before making such disclosure and Company gives the AOC an adequate opportunity and assistance to interpose an objection or take action to assure confidential handling of such Confidential Information.\n4. All Confidential Information, and any Derivative of it, whether created by the AOC or Company, remains the property of the AOC and no license or other rights to Confidential Information is granted to Company. For the purpose of this Agreement, \u201cDerivative\u201d means: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted, (ii) for patentable or patented material, any improvement or enhancement of it; and (iii) for material which is protected by trade secret, any new material derived from existing trade secret material, including new material which may be protected by any of the following: copyright, patent or trade secret.\n5. Except as otherwise provided in any future agreement, at any time, Company agrees that it shall return to the AOC upon request all documents, records, notebooks, computer media or other stored information of any form or type whatsoever containing any Confidential Information, including all copies thereof, then in its possession or control (directly or indirectly), whether prepared by it or others and it shall at such time immediately discontinue all use of the Confidential Information.\n6. Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright rights, nor shall this Agreement grant to any rights in or to the Confidential Information, except as expressly set forth herein.\n7. Any software and other technical information disclosed under this Agreement may be subject to restrictions and controls imposed by the Export Administration Act, Export Administration Regulations and other laws and regulations of the United States and any other applicable government or jurisdiction, as enacted from time to time (the \"Acts\"). Each party agrees to comply with all restrictions and controls imposed by the Acts.\n8. ALL CONFIDENTIAL INFORMATION IS PROVIDED \"AS IS\". THE AOC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR PERFORMANCE.\n9. The parties acknowledge and agree that the Confidential Information and rights related thereto being protected by the AOC hereunder are of a special, unique, unusual and extraordinary character, which gives them a peculiar value, the loss of which may not be adequately or reasonably compensated for in damages in an action at law, and further agree that the breach by Company of any of the provisions of this Agreement shall cause the other party irreparable injury and damage. In such event, the party alleging breach of this Agreement shall be entitled, as a matter of right, without further notice, to require of the other party specific performance of all of the acts and undertakings required of the other party hereunder and to obtain injunctive and other equitable relief in any competent court to prevent the violation or threatened violation of any of the provisions of this Agreement by the other party. Neither this provision nor any exercise by either party of its rights to equitable relief or specific performance herein granted shall constitute a waiver by either party of any other rights which it may have to, damages or otherwise. If either party brings suit to enforce the terms hereof, the successful party in such suit shall be entitled to receive all of its reasonable costs of litigation, including attorneys' fees.\n10. If any provision of this Agreement is declared void, or otherwise unenforceable, to any extent, the parties shall endeavor in good faith to agree to such amendments that shall preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.\n11. Company warrants and represents that the individual who signs this Agreement for Company below has all requisite power and authority to enter into this Agreement on behalf of Company and to bind Company.\n12. This Agreement contains the sole and entire agreement between the parties relating to the subject hereof and any representation, promise or condition not contained herein, or any amendment hereto or waiver hereunder shall not be binding on either party unless in writing and signed by an authorized representative of the party to be bound thereby.\n13. This Agreement and all rights and obligations hereunder shall inure to and be binding upon the parties hereto and their respective successors, affiliates, agents, employees and assigns. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to choice of law principles.\n14. This Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of Company. Except as otherwise provided in any future agreement, either party may terminate this Agreement by written notice to the other. Notwithstanding any such termination, all rights and obligations hereunder shall survive with respect to Confidential Information disclosed prior to such termination.\n15. The State of California, acting through the Judicial Council of California, Administrative Office of the Courts, is an intended third party beneficiary of this Agreement and shall have the right to enforce provisions of this Agreement directly against Company.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.\nAdministrative Office of the Courts [Company]\nBy: By:\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 120 - ], - [ - 121, - 183 - ], - [ - 183, - 456 - ], - [ - 457, - 928 - ], - [ - 929, - 1118 - ], - [ - 1119, - 1297 - ], - [ - 1298, - 1464 - ], - [ - 1465, - 1843 - ], - [ - 1844, - 2038 - ], - [ - 2039, - 2239 - ], - [ - 2240, - 2713 - ], - [ - 2714, - 2919 - ], - [ - 2920, - 3096 - ], - [ - 3097, - 3301 - ], - [ - 3302, - 3401 - ], - [ - 3402, - 3526 - ], - [ - 3527, - 3590 - ], - [ - 3591, - 3643 - ], - [ - 3644, - 3884 - ], - [ - 3885, - 4417 - ], - [ - 4418, - 4526 - ], - [ - 4526, - 4699 - ], - [ - 4699, - 4929 - ], - [ - 4929, - 5359 - ], - [ - 5360, - 5381 - ], - [ - 5381, - 5586 - ], - [ - 5586, - 5812 - ], - [ - 5812, - 5994 - ], - [ - 5994, - 6058 - ], - [ - 6058, - 6125 - ], - [ - 6125, - 6315 - ], - [ - 6315, - 6393 - ], - [ - 6393, - 6904 - ], - [ - 6905, - 7117 - ], - [ - 7117, - 7172 - ], - [ - 7172, - 7336 - ], - [ - 7336, - 7420 - ], - [ - 7420, - 7642 - ], - [ - 7643, - 8136 - ], - [ - 8137, - 8373 - ], - [ - 8374, - 8721 - ], - [ - 8721, - 8804 - ], - [ - 8805, - 8858 - ], - [ - 8858, - 9005 - ], - [ - 9006, - 9488 - ], - [ - 9488, - 9924 - ], - [ - 9924, - 10159 - ], - [ - 10159, - 10348 - ], - [ - 10349, - 10603 - ], - [ - 10603, - 10781 - ], - [ - 10782, - 10989 - ], - [ - 10990, - 11341 - ], - [ - 11342, - 11532 - ], - [ - 11532, - 11654 - ], - [ - 11654, - 11817 - ], - [ - 11818, - 12013 - ], - [ - 12013, - 12141 - ], - [ - 12141, - 12307 - ], - [ - 12308, - 12572 - ], - [ - 12573, - 12713 - ], - [ - 12714, - 12759 - ], - [ - 12760, - 12767 - ], - [ - 12768, - 12779 - ], - [ - 12780, - 12793 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 34, - 40 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8, - 13, - 15, - 16, - 17, - 18, - 19, - 20 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 56, - 58 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 27, - 31 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 12, - 14, - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 25, - 27 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 27, - 30 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25, - 26 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.courts.ca.gov/xbcr/cc/ccporappdev-rfp-att8.pdf" - }, - { - "id": 63, - "file_name": "CI-Non-Disclosure-Agreement-an5h.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\"Agreement\"), is made and entered into effective as of this _____ day of ___________ 20__, by and between Commercial Investigations LLC, a New York Limited Liability Company located at 130 Remsen Street, Cohoes, NY 12047 (\u201cCI\u201d), and _____________________________________________________________________, located at __________________________________________________________________________ (collectively referred to herein as the \u201cParties\u201d and individually as a \u201cParty\u201d) who have determined that the Parties\nneed to establish terms governing the use and protection of certain confidential information that one Party (\u201cDisclosing Party\u201d) may disclose to the other Party (\u201cReceiving Party\u201d).\nRECITAL\nDisclosing Party desires to provide Receiving Party with certain of its proprietary and confidential information for the limited purpose of evaluating the possibility of engaging in a mutually beneficial transaction or relationship. In consideration thereof, and as a condition to disclosure of such information, the Parties hereby agree as follows:\n1. Subject to the limitations set forth herein, \u201cConfidential Information\u201d means any and all confidential, proprietary or trade secret information of Disclosing Party (whether oral, written, electronic or otherwise), including but not limited to marketing and sales data, customer lists, customer requirements, price lists, product and service lists, market studies, financial statements, business plans, the names and backgrounds of key personnel, research and development, service methods, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, and all related notes, analyses, compilations, studies, specifications, designs, plans, enhancements, data of Disclosing Party and any notes or other materials prepared by Receiving Party or any of its partners, directors, officers, employees, agents, contractors, affiliates, attorneys and other advisors or representatives (collectively, \u201cRepresentatives\u201d) that contain or are generated from such information.\n2. Upon receipt of any Confidential Information, Receiving Party shall:\n(a) only disclose such Confidential Information to those of its Representatives with a need to have access to and knowledge of the Confidential Information for the limited purpose expressly stated herein and not disclose to any other person except with the prior written approval of Disclosing Party;\n(b) advise any of its Representatives who receive the Confidential Information of the existence and terms of this Agreement and of the obligations of confidentiality and non-disclosure herein; cause its Representatives to comply with this Agreement as if they were parties hereto; and be responsible for any breach of this Agreement by its Representatives;\n(c) use and require its Representatives to use at least the same degree of care to protect the Confidential Information as they use to protect their own proprietary information, which degree of care shall not be less than reasonable care; and\n(d) use, and require its Representatives to use, the Confidential Information only for the purpose expressly stated herein; provided that nothing in this Agreement is intended to limit or prevent either Party from continuing to operate its business in the ordinary course, including conducting business with any person who happens also to be a customer or vendor of the other Party.\n3. Neither Party hereto shall be obligated to preserve the confidentiality of any Confidential Information that:\n(a) prior to any disclosure by Disclosing Party was known by Receiving Party, free of any known obligation to keep it confidential;\n(b) is or becomes publicly available by other than unauthorized disclosure by Receiving Party or any of its Representatives;\n(c) can verifiably be shown to have been developed by Receiving Party or its Representatives independently of any Confidential Information of Disclosing Party; or\n(d) is disclosed by a third party, which disclosure does not violate any obligation of confidentiality.\n4. Receiving Party may disclose the Confidential Information of Disclosing Party pursuant to a valid order issued by a court or governmental agency; provided that Receiving Party only discloses that portion of the Confidential Information that is specifically required by the order, and further provided that Receiving Party provides Disclosing Party with: (a) prior written notice of such order, and (b) reasonable opportunity to oppose such disclosure or obtain a protective order or similar relief. Receiving Party agrees to cooperate with Disclosing Party in seeking any such protective order or similar relief.\n5. Neither this Agreement nor any disclosure or receipt of Confidential Information shall constitute or imply any promise, intention or commitment by either Party to enter into a business transaction with the other Party. Each Party expressly reserves the right, without giving reasons therefor, to terminate discussions with the other Party, to reject any and all proposals, and to negotiate with any person, with respect to a possible transaction or series of transactions.\n6. The disclosure of any Confidential Information by Disclosing Party under the terms of this Agreement does not constitute a representation, warranty, assurance, guarantee or inducement by Disclosing Party to Receiving Party with respect to the accuracy or completeness of the information.\n7. All Confidential Information shall remain the exclusive property of Disclosing Party unless such Confidential Information is sold by Disclosing Party to Receiving Party. Nothing contained in this Agreement shall be construed as granting or conferring to Receiving Party or any of its Representatives any rights by license or otherwise in any Confidential Information, or under any trademark, patent, patent application, design work, copyright, trade secret or any other property right now owned or hereafter owned or controlled by Disclosing Party.\n8. At any time upon written demand by Disclosing Party, Receiving Party shall, and shall cause its Representatives to, immediately return (or, at the option of Disclosing Party, destroy) all tangible or electronic Confidential Information disclosed to Receiving Party or any of its Representatives under this Agreement, along with all copies, extracts and reproductions of such information and all notes, analyses, compilations, studies, specifications, designs, plans, enhancements, data, prototypes, derivative works and all other works prepared by Receiving Party or any of its Representatives that are derived from or based on any of the Confidential Information. Receiving Party further agrees to promptly provide Disclosing Party with written certification of the satisfaction of the terms of this paragraph by Receiving Party and each of its Representatives that had possession or control of any Confidential Information. Provided, however, that Receiving Party and its Representatives may retain copies of Confidential Information, subject to the restrictions on use and disclosure contained in this Agreement, in accordance with their respective internal record retention policies for legal, compliance or regulatory purposes or to establish the rights of Receiving Party and its Representatives under this Agreement.\n9. Receiving Party agrees that it shall not, and shall cause it Representative not to, remove, overprint or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any original or copies of the Confidential Information it obtains from Disclosing Party, or authorize any third party to do any of the foregoing.\n10. Each Party hereto agrees, and shall cause its Representatives, not to announce or disclose to any third person its participation in discussions with the other party concerning the matters contained in this Agreement without the advance written consent of the other Party. Notwithstanding the foregoing, Receiving Party may issue a statement that contains Confidential Information if, in the opinion of its legal counsel, it is required to do so by applicable laws and if it advises Disclosing Party, at least forty-eight hours in advance, of such pending disclosure and consults with Disclosing Party as to the contents of the statement.\n11. Receiving Party acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that Disclosing Party shall be entitled to injunctive relief in addition to other remedies and relief that would be available at law or in equity without the necessity of proving actual damages or posting a bond. In the event of any action for breach of this Agreement by Receiving Party or its Representatives, the prevailing party shall be entitled to reasonable attorneys\u2019 fees, costs and expenses incurred in such action.\n13. Each party, to the fullest extent permitted by applicable law, agrees that in the event a party brings any action, suit or proceedings under, or seeks enforcement of any provision pursuant to this Agreement, including without limitation any action for a temporary or permanent injunction (a) to submit to the exclusive jurisdiction of the federal and state courts of the party against whom the action or enforcement is sought , (b) to irrevocably waive any objection to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient or inappropriate forum, and (c) to irrevocably waive any right to a trial by jury in any such proceeding.\n14. All obligations of Receiving Party with respect to any Confidential Information received from Disclosing Party under the terms of this Agreement shall survive and continue for five (5) years after the date of the last disclosure of Confidential Information by Disclosing Party.\n15. This Agreement shall be governed by and construed in accordance with the domestic, substantive laws of the State of New York, without regard to conflicts of laws principles. This Agreement constitutes the entire agreement of the parties with respect to its subject matter. This Agreement may be waived, amended or modified only by an instrument in writing signed by the party against which such waiver, amendment or modification is sought to be enforced. The term \u201cperson\u201d as used in this Agreement shall be broadly interpreted to include, without limitation, any individual, group or entity. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement is not assignable and is binding on any successors of Receiving Party. If any provision of this Agreement is for any reason adjudged to be void, invalid or unenforceable, then the remainder of this Agreement shall continue and remain in full force and effect. This Agreement may be executed in counterpart by facsimile, PDF or electronic signature, which shall be deemed to be an original for evidentiary purposes.\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.\n__________________________________________ Commercial Investigations LLC\nSignature:________________________ ___________ Signature:______________________________\nName:______________________________________ Name:_________________________________\nTitle:_______________________________________ Title:__________________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 360 - ], - [ - 360, - 371 - ], - [ - 371, - 446 - ], - [ - 446, - 563 - ], - [ - 564, - 745 - ], - [ - 746, - 753 - ], - [ - 754, - 987 - ], - [ - 987, - 1103 - ], - [ - 1104, - 2127 - ], - [ - 2128, - 2199 - ], - [ - 2200, - 2500 - ], - [ - 2501, - 2857 - ], - [ - 2858, - 3100 - ], - [ - 3101, - 3126 - ], - [ - 3126, - 3483 - ], - [ - 3484, - 3596 - ], - [ - 3597, - 3728 - ], - [ - 3729, - 3853 - ], - [ - 3854, - 4016 - ], - [ - 4017, - 4120 - ], - [ - 4121, - 4478 - ], - [ - 4478, - 4522 - ], - [ - 4522, - 4623 - ], - [ - 4623, - 4736 - ], - [ - 4737, - 4959 - ], - [ - 4959, - 5212 - ], - [ - 5213, - 5503 - ], - [ - 5504, - 5677 - ], - [ - 5677, - 6055 - ], - [ - 6056, - 6724 - ], - [ - 6724, - 6985 - ], - [ - 6985, - 7382 - ], - [ - 7383, - 7763 - ], - [ - 7764, - 8040 - ], - [ - 8040, - 8405 - ], - [ - 8406, - 8880 - ], - [ - 8880, - 9092 - ], - [ - 9093, - 9385 - ], - [ - 9385, - 9525 - ], - [ - 9525, - 9765 - ], - [ - 9765, - 9842 - ], - [ - 9843, - 10124 - ], - [ - 10125, - 10303 - ], - [ - 10303, - 10402 - ], - [ - 10402, - 10584 - ], - [ - 10584, - 10722 - ], - [ - 10722, - 10987 - ], - [ - 10987, - 11073 - ], - [ - 11073, - 11262 - ], - [ - 11262, - 11416 - ], - [ - 11417, - 11513 - ], - [ - 11514, - 11557 - ], - [ - 11557, - 11586 - ], - [ - 11587, - 11622 - ], - [ - 11622, - 11674 - ], - [ - 11675, - 11719 - ], - [ - 11719, - 11757 - ], - [ - 11758, - 11804 - ], - [ - 11804, - 11844 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28, - 29 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9, - 10, - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9, - 10, - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 14, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.commercialinvestigationsllc.com/s/CI-Non-Disclosure-Agreement-an5h.pdf" - }, - { - "id": 64, - "file_name": "CNDA1218Draft3.pdf", - "text": "CALIFORNIA ASSOCIATION OF REALTORS \u00ae\nCOMMERCIAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\n(C.A.R. Form CML-CNDA, Revised 12/18)\n(Not For Use With One to Four Residential Properties)\nThis Commercial CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (\u201cConfidentiality Agreement\u201d) is given in connection with or in contemplation of that certain: \u25a1 Commercial Property Purchase Agreement, \u25a1 Business Purchase Agreement; \u25a1 Residential Income Property Purchase Agreement, \u25a1 Other_______________________________________________________________________________ dated _____________________ (\u201cAgreement\u201d), in which ____________________________________________ is referred to as \u201cBuyer\u201d and _______________________________________________________________________________ is referred to as \u201cSeller\u201d regarding:\n(Check All that Apply):\n\u25a1 that certain real property owned by Seller and to be sold to Buyer, commonly known as ______________________________________ __________________________________________________________________________________________________, the \u201cProperty\u201d.\nAND/OR\n\u25a1 a business owned by Seller and to be sold to Buyer, described as _______________________________________________________ __________________________________________________________________________________________________, the \u201cBusiness\u201d.\nAND/OR\n\u25a1 that certain real property, together with any improvements located thereon, leased by Seller, and to be assigned to Buyer, pursuant to that certain lease dated, _______________________________________, (\u201cLease\u201d) by and between Seller, as Tenant, and ____________________________________________________________________________, as Landlord (\u201cLeased Property\u201d). For purposes of this Confidentiality Agreement, the Leased Property shall be included within the definition of \u201cProperty\u201d.\nThe implementation of the applicable Agreement as it relates to the Property or the Business, as the case may be, shall be referred to as the \u201cTransaction\u201d.\n1. DELIVERY OF CONFIDENTIAL INFORMATION:\nA. \u25a1 Seller; OR \u25a1 Buyer is the Delivering Party or, if checked \u25a1: Both Seller and Buyer shall each be delivering Information to the other party. Consequently, each of Seller and Buyer shall be a Delivering Party and a Receiving Party as to that Information delivered or received by Seller or Buyer, as the case may be. This Confidentiality Agreement shall be mutual in the effect of the respective rights and obligations of the Delivering Party and the Receiving Party, as such rights and obligations specifically relate to the Seller and the Buyer in its role as a Delivering Party or a Receiving Party, as the case may be.\nB. \u201cDelivering Party\u201d has furnished, is furnishing, or will be furnishing, either directly or indirectly through a representative, to the other party (\u201cReceiving Party\u201d) or to the Receiving Party\u2019s representatives, including without limitation, any agents, brokers, lender, appraisers, escrow, professional advisors, consultants, affiliates, officers, directors, partners, shareholders, accountants, legal counsel and employees (collectively, \u201cRepresentatives\u201d) of the Receiving Party, certain information, in whatever form or by whatever mode or medium whatsoever, about the Delivering Party, the Delivering Party\u2019s Property or the Delivering Party\u2019s Business, which, at the time of such delivery, was, is or will be identified as confidential information because it is either nonpublic, confidential or proprietary in nature. SuchF information provided, whether provided in documentary, oral, visual, electronic, tangible or any other form, including without limitation, in the form of designs, sketches, drawings, photographs, videotapes, specifications, blueprints, plans, studies, findings, computer printouts, computer disks, documents, memoranda, reports, notebooks, manuals, notes, contracts, correspondence, files, lists and other records, and the like, and all photocopies or other reproductions, together with any analysis, compilations, forecasts, studies, reports or other documents or information prepared, developed or concluded by the Receiving Party or its Representatives, which contains, is derived from, or otherwise reflects such information about the Property or the Business, as the case may be (\u201cWork Product\u201d), is hereinafter collectively referred to as the \u201cInformation\u201d. Non-tangible information will be Information only to the extent that it is first disclosed in non-tangible form and is orally identified at the time of disclosure as confidential information and is summarized in tangible form conspicuously marked as \u201cconfidential information\u201d and delivered to Receiving Party in such tangible form within thirty (30) days of the original disclosure. The parties acknowledge that the unauthorized disclosure to or use by any person or organization of the existence and content of the Information by Receiving Party would be detrimental and damaging to the Delivering Party. Accordingly, the parties wish to ensure that the Information provided by the Delivering Party will only be disclosed or used in strict accordance with the provisions of this Confidentiality Agreement.\n2. DISCLOSURES INCLUDED AND NOT INCLUDED IN INFORMATION:\nA. INCLUDED: Any Information disclosed, provided or delivered by Delivering Party to Receiving Party or its Representatives relating to the Transaction prior to the date of this Confidentiality Agreement shall also be subject to and governed by the terms of this Confidentiality Agreement to the same extent as any Information disclosed, provided or delivered after execution of this Confidentiality Agreement.\nB. NOT INCLUDED: The term \u201cInformation\u201d shall not include any Information which:\n(1) The Receiving Party can show, by suitable written documentation, was already in its possession prior to receipt of such Information by Delivering Party;\n(2) The Receiving Party can show is or becomes public information or is otherwise generally available to the public, other than as a result of a disclosure by the Receiving Party or its Representatives;\n(3) The Receiving Party can show becomes or became available to the Receiving Party on a non-confidential basis from a source lawfully in possession of such Information (other than the Delivering Party or a Representative of the Delivery Party) which is not, to the knowledge of the Receiving Party, in breach of any agreement or prohibited from disclosing such Information to Receiving Party by a legal, contractual or fiduciary obligation to the Delivering Party; OR\n(4) Receiving party can show was independently developed by the Receiving Party entirely without reference to or under any further investigation of the Information.\n3. NO OBLIGATION TO EFFECT POTENTIAL TRANSACTION: Except for the provisions of this Confidentiality Agreement, which shall be binding upon full and due execution hereof, neither party shall be committed in any way with respect to the Property or the Business, unless and until a Transaction is entered into, and nothing provided herein shall be construed to imply or require that any agreements with respect to such a Transaction be executed.\n4. OBLIGATIONS REGARDING THE INFORMATION: In consideration of being furnished with the Information, the Receiving Party expressly agrees that:\nA. NO REPRESENTATION OR WARRANTIES: The Receiving Party agrees that it will use its own independent judgment in assessing the Information, and understands and acknowledges that the Delivering Party is not making any representations or warranties, of any kind whatsoever, express or implied, oral or written, as to the truth, accuracy or completeness of the Information, all such representations and warranties being hereby expressly disclaimed. The Receiving Party agrees that the Delivering Party and its Representatives, shall have no liability to the Receiving Party or to any other entity resulting from the use of, or reliance upon, the Information by any person or entity. B. MAINTAINING CONFIDENTIALITY: The Information shall be kept confidential in perpetuity, and in strict accordance with the provisions of this Confidentiality Agreement. The Receiving Party shall take all reasonable precautions to prevent the disclosure of the Information to any third party, without the prior written consent of the Delivering Party. The Receiving Party and its Representatives, shall not, without the prior written consent of the Delivering Party, (except as such disclosure is required by law, regulation, government regulatory authority, court order or other legal process, and then only strictly pursuant to the terms of this Confidentiality Agreement), disclose the Information in any manner whatsoever, in whole or in part. The Receiving Party and its Representatives, shall not use the Information, or otherwise appropriate the Information for its own benefit, either directly or indirectly, for any purpose other than the consideration, contemplation and evaluation of the Transaction. The Receiving Party agrees to reveal the Information only to those Representatives who need to know the Information for the purpose of the consideration, contemplation and evaluation of the Transaction and who are informed by the Receiving Party of the confidential nature of the Information. The Receiving Party shall be responsible for any breach of this Confidentiality Agreement by its Representatives.\nC. WRITTEN RECORDS: The Receiving Party shall keep a record of the written Information furnished to the Receiving Party and of the location of all such Information, including all photocopies or other reproductions, a copy of which record shall be made available to the Delivering Party upon written request.\nD. RETURN OF INFORMATION: All copies of the Information, in documentary or other tangible form, shall be returned to the Delivering Party immediately upon the earlier to occur of: (i) the abandonment of the Transaction; or (ii) the written request of the Delivering Party; provided, however, that the Receiving Party may retain the Receiving Party\u2019s Work Product, and any Information which it is required to retain pursuant to law, regulation, government regulatory authority, court order or legal process, as determined by the reasonably supported written opinion of its legal counsel, an original of which legal opinion shall be delivered to the Delivering Party (\u201cRetained Information\u201d). The Retained Information shall be held by the Receiving Party, and kept confidential in strict accordance with the terms of this Confidentiality Agreement, or shall be destroyed, unless the Receiving Party is prohibited from destroying it. Any such destruction shall be confirmed in writing to the Delivering Party upon the Delivering Party\u2019s request. Any and all oral Information shall continue to be held in strict accordance with this Confidentiality Agreement.\nE. COMPELLED DISCLOSURE: In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Information pursuant to this Confidentiality Agreement, becomes legally compelled to disclose any of the Information, the Receiving Party shall provide the Delivering Party with prompt Notice so that the Delivering Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement. In the event that such protective order or other remedy is not sought, or if sought, is not obtained, or that the Delivering Party waives in writing compliance with the provisions of this Confidentiality Agreement, the Receiving Party shall furnish only that portion of the Information which the Receiving Party is compelled to disclose or else stand potentially liable for contempt or suffer any other censure or penalty, as determined by the reasonably supported written legal opinion of its legal counsel, an original of which legal opinion shall be delivered to the Delivering Party, and the Receiving Party shall exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded the Information required to be disclosed.\nF. PROHIBITED CONTACTS: Absent the Delivering Party\u2019s prior written consent, unless and until the Transaction is consummated, if ever, neither the Receiving Party nor its Representatives shall make (other than to its Representatives on a need to know basis, and except as may be required under Paragraph 4E): (i) any statement, or any public announcement, or any release to trade publications or to the press; (ii) any statement to any competitor, customer, supplier or any other third party; (iii) contact with or otherwise engage in any discussions or other contacts or communications with any person or entity, including without limitation any state or federal governmental entity or agency; (iv) any statement, comment, or posting on the internet or otherwise which includes any social media platform or anything that may result in information becoming available on the internet; which statements, contacts or communications are about the Transaction or Delivering Party or its Property or Business, or are intended to or likely would result in a person who or entity which has had contractual or business relations with the Delivering Party ceasing or refusing to do any further business with the Delivering Party (\u201cProhibited Contacts\u201d). Notwithstanding the foregoing, the prohibited Contacts shall not include discussions or other contacts or communications, which do not directly or indirectly reveal the Information and are not directly or indirectly based upon the Information.\n5. INDEMNIFICATION:\nA. CLAIMS: Each of the Seller and the Buyer (\u201cIndemnifying Party\u201d) shall indemnify, defend, with counsel reasonably satisfactory to the other party, and hold the other party free, clear and harmless from and against any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, fees, penalties, costs, expenses, damages, losses, taxes, fines, injuries, judgments, orders and liabilities, (including, without limitation, damage to property and injuries to or death of any person, reasonable attorneys' fees and expenses, consultants' fees and expenses, expert witness fees and expenses and court fees and costs), of whatsoever character, whether known or unknown, suspected or unsuspected (collectively, \"Claims\") arising out of or related to the failure by the Indemnifying Party or its Representatives to strictly and fully comply with the provisions of this Confidentiality Agreement.\nB. INDEMNIFIED PARTIES: The following parties shall be referred to herein, collectively, as the \"Indemnified Parties\" and, each individually, as an \"Indemnified Party\": (a) where the Indemnifying Party is the Seller, then the Buyer and the Buyer\u2019s Representatives; and (b) where the Indemnifying Party is the Buyer, then the Seller and the Seller\u2019s Representatives.\nC. PROCEDURE GOVERNING CLAIMS: The following obligations are imposed upon each Indemnified Party:\n(1) NOTICE OF CLAIM: Give prompt, Notice to the Indemnifying Party of any Claim, suit or proceeding for Claims of which an Indemnified Party becomes aware, provided that such Indemnified Party's failure to give prompt Notice shall not relieve the Indemnifying Party from its obligations hereunder; and\n(2) SETTLEMENTS OF CLAIMS: Refrain from entering into any settlements without the Indemnifying Party\u2019s prior written consent, which consent shall not be unreasonably withheld or delayed.\nD. COUNSEL: Each Indemnified Party shall have the right to be represented by additional advisory counsel of its own selection; provided, however, that such representation is at each Indemnified Party's own expense. If any Claim arises as to which the indemnity provided for in Paragraph 5 applies, and the Indemnifying Party fails to assume, within thirty (30) days after being notified in writing of the Claim, the defense of the Indemnified Party, the Indemnified Party may contest and settle the Claim, at the Indemnifying Party\u2019s expense, using counsel selected by such Indemnified Party; provided, however, if the Indemnifying Party fails to provide a defense within thirty (30) days after such written Notice, but subsequently takes diligent steps to provide such a defense, then the Indemnified Party agrees to permit theF Indemnifying Party to assume the defense, so long as the assumption does not prejudice the Indemnified Party's position in the proceeding and, concurrently with such assumption, the Indemnifying Party shall reimburse each and every Indemnified Party for all reasonable costs and expenses theretofore incurred by them in connection with such proceeding.\nE. NON-PAYMENT: Any amount to which an Indemnified Party is entitled hereunder which is not paid by the Indemnifying Party within ten (10) days after written demand from the Indemnified Party (the \"Default Date\"), shall bear interest at ten percent (10%) per annum, or such lesser amount as shall be required by law, for each day from the Default Date until payment in full thereof (after, as well as before, judgment).\nF. THIRD PARTY BENEFICIARIES: Those parties comprising the Indemnified Parties who are not signatories to this Confidentiality Agreement shall be deemed third party beneficiaries hereof, but their signatures or consent shall not be required for any modification of this Confidentiality Agreement.\n6. MISCELLANEOUS:\nA. ABSENCE OF LICENSE: The provisions of this Confidentiality Agreement shall not be deemed by implication or otherwise to grant or convey to Receiving Party or its Representatives, any license or similar ownership right, title or interest in and to any Information.\nB. NOTICES: Any notice or communication required or permitted by this Confidentiality Agreement (\u201cNotice\u201d) shall be deemed sufficiently given if it is given in writing addressed as provided in the Notice information on the signature pages, and shall be effective upon the earlier of when it is actually received by the party to whom it is directed, or when the period set forth below expires (whether or not it is actually received):\n(1) If delivered personally, when it is delivered;\n(2) If transmitted by facsimile transmission (\u201cFax\u201d), then, provided the party immediately sends a confirmation copy by first class mail, upon: (i) transmission to the party\u2019s Fax number set forth below, with the party\u2019s name and address set forth below clearly shown on the page first transmitted, and (ii) receipt by the transmitting party of written confirmation of successful transmission, which confirmation may be produced by the transmitting party\u2019s equipment;\n(3) If transmitted by electronic mail (\u201cEmail\u201d), one (or___) Day(s) After the email was sent provided that a copy of the notice is sent, on the same date, to email #2, the text number, or fax number set forth below;\n(4) If deposited with the U.S. Mail, post prepaid, as registered or certified mail and addressed to the party to receive it as set forth below, seven (7) days after such deposit;\n(5) If sent by recognized delivery service (e.g., Federal Express) addressed to the party at the address set forth below, upon delivery or refusal of delivery, as evidenced by such delivery service\u2019s records. Each party may change its Notice information, by giving Notice of the change to the other parties as provided for herein, and the new Notice information shall become effective as provided above.\nC. CUMULATIVE REMEDIES: The rights and remedies of the parties as provided in this Confidentiality Agreement shall be cumulative and not alternative and are in no way intended to limit or waive, but are in addition to, any other rights or remedies available under applicable law or otherwise.\nD. INJUNCTIVE RELIEF: The parties acknowledge that if a party should default in any of its obligations under this Confidentiality Agreement, it would be impracticable to measure the resulting damages to the aggrieved party and it may not be possible to adequately compensate the aggrieved party for the resulting injury by means or monetary damages. Accordingly, without prejudice to the right to seek and recover monetary damages, the aggrieved party shall be entitled to seek and obtain specific performance of this Confidentiality Agreement or other injunctive relief, and the parties each waive any defense that a remedy only in damages would be adequate and any requirement for the aggrieved party to post any bond or other security in order to obtain such relief.\nE. WAIVER: Any party may in writing waive any provision of this Confidentiality Agreement to the extent such provision is for the benefit of the waiving party. No waiver by any party of a breach of any provision of this Confidentiality Agreement shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for noncompliance or breach by another party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.\nF. COUNTERPARTS: This Confidentiality Agreement may be executed in one or more separate counterparts, each of which shall be deemed an original instrument, but all of which, taken together shall constitute one and the same entire agreement.\nG. APPLICABLE LAW: The Confidentiality Agreement shall be construed in accordance with the laws of the State of California.\nH. ENFORCEABILITY: It is the intention of the parties that the provisions of this Confidentiality Agreement shall be enforced to the maximum extent possible. Accordingly, if any of the provisions of this Confidentiality Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions shall be reformed by the court and enforced to the maximum extent possible. The invalidity or unenforceability of any particular provision of this Confidentiality Agreement shall not affect the validity or enforceability of any other provisions of this Confidentiality Agreement.\nI. ATTORNEYS\u2019 FEES: In the event that any party hereto brings a judicial action or proceeding for a declaration of the rights of the parties under this Confidentiality Agreement, for injunctive relief, for an alleged breach or default, or for any other action related to the prosecution or defense of any claim, dispute or controversy between the parties arising out of this Confidentiality Agreement or the transactions contemplated hereby, whether or not suit is filed or prosecuted to final judgment, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other court costs incurred and any other damages or relief awarded.\nJ. AMENDMENTS: No amendment, change or modification of this Confidentiality Agreement shall be valid, unless it is in writing, is signed by all of the parties hereto, and expressly states that an amendment, change or modification of this Confidentiality Agreement is being made.\nK. ASSIGNMENT: This Confidentiality Agreement is not assignable, except with the prior consent of the Delivering Party(ies).\nL. CONSENTS AND APPROVALS: Unless expressly provided otherwise, wherever in this Confidentiality Agreement the consent or approval of a party is required, such consent or approval must be in writing, and it may be given or withheld in the sole and absolute discretion of such party.\nM. SUCCESSORS AND ASSIGNS: Subject to the limitation set forth in Paragraph 6K above, this Confidentiality Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.\n7. ENVIRONMENTAL DOCUMENTATION AND ISSUES:\nUNLESS THE BOX BELOW IS CHECKED AND THE ENVIRONMENTAL ISSUES ADDENDUM (C.A.R. FORM EIA) IS ATTACHED HERETO, this Confidentiality Agreement does not address any environmental reports, documentation or information, nor does it confer any right in the Receiving Party to cause to be done any environmental assessments, testing or investigations of any kind or character regarding the Property or the Business, nor does it confer any right in the Receiving Party to access the Property or any Leased Property upon which the Business is conducted, for the purpose of collecting any environmental information or conducting any environmental investigations. \u25a1 AN ENVIRONMENTAL ISSUES ADDENDUM (C.A.R. Form EIA) IS ATTACHED TO AND MADE PART OF THIS CONFIDENTIALITY AGREEMENT.\n8. ENTIRE AGREEMENT:\nThis Confidentiality Agreement, together with the Environmental Issues Addendum, if attached, is intended to be the entire and complete understanding and agreement of the parties with respect to the subject matter of this Confidentiality Agreement, and any and all other prior agreements, understandings, discussions, negotiations or representations and warranties between the parties hereto, whether oral or written, expressed or implied, are hereby terminated, superseded and cancelled in their entirety, and are of no further force or effect.\nTHIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT HAS SIGNIFICANT LEGAL CONSEQUENCES. BROKERS ARE NOT ATTORNEYS AND DO NOT PROVIDE LEGAL ADVICE. PRIOR TO SIGNING BELOW, EACH PARTY SHOULD SEEK THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE CONSEQUENCES OF THIS CONFIDENTIALITY AGREEMENT.\nEACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF LEGAL COUNSEL PRIOR TO EXECUTION OF THIS CONFIDENTIALITY AGREEMENT AND HAS EITHER DONE SO OR HAS DECIDED NOT TO DO SO.\nTHIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT is executed as of ___________________________________________.\nSELLER:\n\u25a1 If Seller is an individual:\nSeller:___________________________________________________________________________________________________________\nSeller:___________________________________________________________________________________________________________\nOR, \u25a1 If Seller is an entity:\n___________________________________________________________________________________________________ (Name of Entity)\na __________________________________________________________________________________________________(Type of Entity)\nBy:_____________________________________________________________________________________________________(Signature)\nName:_____________________________________________________________________________________________________(Name)\nIts:_________________________________________________________________________________________________________(Title)\nBy:_____________________________________________________________________________________________________(Signature)\nName:_____________________________________________________________________________________________________(Name)\nIts:_________________________________________________________________________________________________________(Title)\nNotice Information for Seller:\nAddress:\n________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________\nTelephone:____________________________________ Text _______________________ Facsimile: _______________________________\nEmail #1 ______________________________________________ Email #2 ___________________________________________________\nBUYER:\n\u25a1 If Buyer is an individual:\nBuyer:___________________________________________________________________________________________________________\nBuyer:___________________________________________________________________________________________________________\nOR, \u25a1 If Buyer is an entity:\n___________________________________________________________________________________________________(Name of Entity)\na ___________________________________________________________________________________________________(Type of Entity)\nBy:_____________________________________________________________________________________________________(Signature)\nName:_____________________________________________________________________________________________________(Name)\nIts:_________________________________________________________________________________________________________(Title)\nBy:_____________________________________________________________________________________________________(Signature)\nName:_____________________________________________________________________________________________________(Name)\nIts:_________________________________________________________________________________________________________(Title)\nNotice Information for Buyer:\nAddress:\n________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________\nTelephone:____________________________________ Text _______________________ Facsimile: _______________________________\nEmail #1 ______________________________________________ Email #2 ___________________________________________________\nLISTING AGENT:\nListing Agent:_____________________________________________________________________________________________________\nBy:______________________________________________________________________________________________________________\nPrint Name:_______________________________________________________________ DRE License Number:_____________________\nNotice Information for Listing Agent:\nAddress:\n________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________\nTelephone:____________________________________ Text _______________________ Facsimile: _______________________________\nEmail #1 ______________________________________________ Email #2 ___________________________________________________\nSELLING AGENT:\nSelling Agent:_____________________________________________________________________________________________________\nBy:______________________________________________________________________________________________________________\nPrint Name:_______________________________________________________________ DRE License Number:_____________________\nNotice Information for Selling Agent:\nAddress:\n________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________\nTelephone:____________________________________ Text _______________________ Facsimile: _______________________________\nEmail #1 ______________________________________________ Email #2 ___________________________________________________\n\u00a9 2009-2018, California Association of REALTORS\u00ae, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats.\nTHIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS\u00ae. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL.\nThis form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS\u00ae. It is not intended to identify the user as a REALTOR\u00ae. REALTOR\u00ae is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS\u00ae who subscribe to its Code of Ethics.\nPublished and Distributed by:\nREAL ESTATE BUSINESS SERVICES, INC.\na subsidiary of the California Association of REALTORS\u00ae\n525 South Virgil Avenue, Los Angeles, California 90020\n\u00ae\n", - "spans": [ - [ - 0, - 36 - ], - [ - 37, - 92 - ], - [ - 93, - 130 - ], - [ - 131, - 184 - ], - [ - 185, - 201 - ], - [ - 201, - 551 - ], - [ - 551, - 557 - ], - [ - 557, - 603 - ], - [ - 603, - 648 - ], - [ - 648, - 758 - ], - [ - 758, - 795 - ], - [ - 796, - 819 - ], - [ - 820, - 908 - ], - [ - 908, - 947 - ], - [ - 947, - 1062 - ], - [ - 1063, - 1069 - ], - [ - 1070, - 1137 - ], - [ - 1137, - 1193 - ], - [ - 1193, - 1308 - ], - [ - 1309, - 1315 - ], - [ - 1316, - 1479 - ], - [ - 1479, - 1679 - ], - [ - 1679, - 1801 - ], - [ - 1802, - 1958 - ], - [ - 1959, - 1999 - ], - [ - 2000, - 2145 - ], - [ - 2145, - 2319 - ], - 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"choice": "Entailment", - "spans": [ - 32 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.car.org/-/media/CAR/Documents/Transaction-Center/PDF/Standard-Forms/December-2018/CNDA1218Draft3.pdf?la=en&hash=8348FD232DA0A78D11F54C80F7A1C83E9DF196B8" - }, - { - "id": 69, - "file_name": "Confidentiality%20ND%20Agreement%209.pdf", - "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Mutual Confidentiality and Non-Disclosure Agreement (this \u201cAgreement\u201d) made as of the _____ day of _________ 20___ between Chief Enterprises, LLC, on behalf of itself and certain of its Affiliates (collectively, \u201cChief Enterprises\u201d), and ___________________ (the \u201cCompany\u201d).\nWITNESSETH:\nWHEREAS, the parties to this Agreement (each a \u201cParty\u201d and collectively, the \u201cParties\u201d) have entered into discussions regarding a possible transaction or series of transactions between them relating to ___________________ (the \u201cTransaction\u201d), and in connection with such discussions, each Party has furnished or may furnish to the other Party and/or its Affiliates (as hereinafter defined) and their respective Representatives (as hereinafter defined) information regarding their products, services, technology, business, customers, clients, working capital, affairs, assets, condition (financial or otherwise) and/or prospects which is either non-public, confidential or proprietary in nature;\nWHEREAS, the Parties recognize the importance of preserving the confidential and proprietary nature of such information; and\nWHEREAS, as a condition to the Parties hereto proceeding with those discussions and the furnishing of information, each of the Parties requires that this Agreement be entered into;\nNOW THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:\n1. Definitions. The following terms, as used herein, shall have the following meanings:\n(a) \u201cAffiliate\u201d means a Person that directly, or indirectly through one or more intermediaries,\ncontrols, or is controlled by, or is under common control with, the Person specified of a Party.\n(b) \u201cConfidentialInformation\u201d means all information, whether visual, written, electronic or \u200b \u200b \u200b\noral, (including any information furnished prior to the execution of this Agreement) related to the products, services, technology, business, customers, working capital, affairs, assets, condition (financial or otherwise) or prospects of a Disclosing Party which is furnished by such Disclosing Party, or otherwise disclosed by such Disclosing Party, to a Receiving Party in connection with the consideration and evaluation of the Transaction (including, without limitation, samples, compounds and ingredients thereof, prototypes, formulae, technical know how, technical data, financial information, payment terms, performance data, product specifications and customer and/or supplier information) and all reports, analyses, compilations, data, studies and other materials (in whatever form maintained, whether documentary, computer storage or otherwise) prepared by the Receiving Party containing or reflecting such furnished information. All such Information shall be identified as confidential and/or proprietary in accordance with the following: (i) in the case of written or electronic information, such Information shall be identified at the time of disclosure with an appropriate legend, marking, stamp, or positive written identification on the face thereof or by an accompanying written statement; (ii) in the case of visual information, such Information shall be identified as confidential at the time of disclosure or as soon thereafter as is reasonably practicable; and (iii) with respect to oral information, such information shall be reduced to written or language form, marked as confidential with an appropriate legend, marking, stamp, or positive written identification, and transmitted to the Receiving Party within thirty (30) days following the oral disclosure. The term \u201cConfidential Information\u201d does not include information (i) which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or anyone to whom the Receiving Party transmits any Information, (ii) which is or becomes known or available to the Receiving Party on a non-confidential basis and not in contravention of applicable law from a source (other than the Disclosing Party) which has represented to the Receiving Party (which the Receiving Party has no reason to disbelieve after due inquiry) that it is entitled to disclose it to the Receiving Party on such basis or (iii) which a Receiving Party can prove (1) was lawfully in its possession at the time of disclosure by the Disclosing Party or (2) was developed by the Receiving Party independently of any Information received from the Disclosing Party and without otherwise violating any of the terms of this Agreement.\n(c) \u201cDisclosing Party\u201d means a Party and/or its Affiliates and their respective Representatives that furnishes specified Confidential Information to the other Party and/or its Affiliates and Representatives.\n(d) \u201cPerson\u201d shall mean any natural person; corporation, firm, body corporate, joint venture, general partnership, limited partnership, union, association, or other similar legal business entity; court, agency, government, tribunal, instrumentality, commission, arbitrator, board, bureau, or other entity or authority.\n(e) \u201cReceiving Party\u201d means a Party and/or its Affiliates and their respective Representatives that receives or otherwise obtains specified Confidential Information from a Disclosing Party.\n(f) \u201cRepresentatives\u201d means all Persons acting on behalf of a specified Party or its Affiliates, including without limitation, its directors, officers, lenders, employees, agents, representatives, financial advisors, attorneys, accountants, consultants, reserve and valuation and other experts.\n2. Use of Confidential Information; Confidentiality.\n(a) Each Receiving Party shall keep all Confidential Information it receives or obtains from a Disclosing Party confidential and shall not, without the prior written consent of the Disclosing Party, disclose such Confidential Information, in whole or in part, and shall not use such Confidential Information, directly or indirectly, for any purpose other than in connection with evaluating the Transaction. The exposure of the Receiving Party to the Confidential Information or its disclosure shall not be construed in any way to grant to the Receiving Party any right or license with respect to the Information other than the right to use such Confidential Information strictly in accordance with this Agreement. Moreover, each Receiving Party shall have the right to disclose that it is evaluating the Transaction and transmit Confidential Information to its Representatives only if and to the extent that such Representatives need to know the Confidential Information for the purpose of evaluating the Transaction and are informed by such Receiving Party of the confidential nature of the Confidential Information and agree (in writing) to be bound by the terms of this Agreement. Each Party shall be responsible for any actions by its Affiliates and/or Representatives which are not in accordance with the agreements herein regarding the conduct of its Affiliates and/or Representatives. Visitors shall not take photographs or otherwise record the activities at the other party\u2019s facilities.\n(b) Promptly following the request of the Disclosing Party, the Receiving Party shall, as directed by the Disclosing Party, (i) destroy (and confirm such destruction in writing to the Disclosing Party) or (ii) return all Information it receives or obtains from a Disclosing Party and all copies thereof, as well as all other materials containing Confidential Information in the Receiving Party\u2019s possession (including, without limitation, notes), without retaining any copies or extracts thereof.\n(c) Should it be necessary for a Receiving Party, or anyone to whom it transmits Confidential Information pursuant to this Agreement, to disclose any of the Confidential Information it received from a Disclosing Party in order to comply with applicable law or legal process (including, without limitation, the disclosure requirements of any securities exchange), the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement(s) so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. In any event, the Receiving Party or such Person to whom it transmits Confidential Information pursuant to this Agreement will disclose only that portion of the Confidential Information which, in the reasonable opinion of its legal counsel, it is legally required to disclose and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.\n(d) Each Party agrees to submit to the other Party all advertising, sales, and promotional materials, press releases and other publicity materials relating to the Transaction wherein the name and/or mark of the other Party is mentioned or containing language from which the connection of said names or marks may be inferred or implied. The Parties further agree not to publish or use such advertising, sales and promotional materials, press releases, or other publicity materials before receiving the prior written approval from the other Party. Such approval shall not be unreasonably withheld or delayed. Without the consent of the other Party, neither Party nor any of its Affiliates or Representatives will disclose to any other Person any information regarding its participation in discussions regarding, and evaluation of, the Transaction, including that Information has been made available or the status of the discussions and evaluations, except as required by law and then only with prior written notice as soon as practicable to the other Party.\n3. Indemnification. In the event any Representative of a Party is permitted at any time to visit any of the business or project sites of another Party or any of its Affiliates, such visiting Party shall indemnify and save such other Party harmless from and against any and all claims and liabilities, including actual out-of-pocket costs and expenses for loss, injury to or death of any such person, and any loss, damage to or destruction of any property, incurred by such other Party or any of its Affiliates resulting directly or indirectly from the negligence or misconduct of any of such Representatives during any such visit. In no event shall the indemnifying Party be liable for consequential damages.\n4. Equitable Relief. Each Party acknowledges that the other Party would be irreparably injured by a breach of this Agreement by a Receiving Party or its Affiliates or Representatives and that each Party shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement by any of the other Parties. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.\n5. No Grant of Rights. No license, intellectual property right or other ownership or use right is conveyed solely by this Agreement, except the limited right to use Confidential Information described in Sections 1 and 2 of this Agreement.\n6. Contact with Employees, Customers, Suppliers, etc. Except in the ordinary course of business, neither the Company nor any of its Affiliates or Representatives will initiate or maintain contact with any Person employed by Chief Enterprises or its Affiliates or with any customer or supplier of Chief Enterprises or its Affiliates, regarding the business, prospects, operations or finances of Chief Enterprises or its Affiliates except with the prior written consent of Chief Enterprises.\n7. Non-Solicitation. The Company acknowledges that Chief Enterprises has invested and will continue to invest significant time and money to develop valuable, continuing relationships with existing and prospective clients and customers of Chief Enterprises. The Company further recognizes that it will obtain valuable Confidential Information about Chief Enterprises customers, clients, suppliers, business partner, and/or vendors, and their business requirements. The Company agrees that, for the term of this Agreement and for two (2) years following its termination, Company will not directly or indirectly, solicit or assist others in soliciting, or attempt to solicit or assist others in attempting to solicit, (i) any existing customers, clients, suppliers, business partners, and/or vendors of Chief Enterprises with or about whom the Company obtained Confidential Information, or (ii) any prospective customers, clients, suppliers, business partners, and/or vendors of Chief Enterprises with or about whom the Company obtained Confidential Information and with whom Chief Enterprises took significant steps to do business with during the term of this Agreement, for the purpose or effect of inducing such existing or prospective customers, clients, suppliers, business partners, and/or vendors to cease doing business or reduce their business with Chief Enterprises or to purchase, lease, or utilize products or services that are competitive with, similar to, or that may be used as substitutes for any products or services offered by Chief Enterprises.\n8. Non-Waiver. No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.\n9. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois applicable to agreements made and to be performed within such State and all disputes shall be venued exclusively in state or federal courts situated in Chicago, Illinois.\n10. Securities. Chief Enterprises and the Company each acknowledge that it is aware, and will advise its Representatives, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n11. Counterparts. This Agreement may be executed in any number of counterparts, no one of which needs to be executed by both Parties, and this Agreement shall be binding upon the Parties with the same force and effect as if each Party had signed the same document, and each such signed counterpart shall constitute an original of this Agreement.\n12. Severability. In the event any provision of this Agreement is invalid as applied to any fact or circumstance, it shall be modified by the minimum extent necessary to render it valid, and its invalidity shall not affect the validity of any other provision or the same provision as applied to any other fact or circumstance.\n13. Notice. Any notice required or permitted to be given shall be in writing and may be personally served or sent by facsimile or registered mail and shall be presumed to have been given as follows: if personally served, when served; if by fax, on the second business day after transmission thereof on a fax machine to the proper fax number with fax record thereof and confirming letter sent; or if mailed, upon receipt or after the tenth business day after deposit in the mail with airmail postage prepaid and properly addressed, whichever is earlier. For the purposes hereof, the addresses of the Parties hereto (until notice of a change thereof is given as provided in this paragraph) shall be as follows:\nIf to Chief Enterprises:\nChief Enterprises, LLC\n______________________________ ______________________________\nFacsimile: [______________]\nAttention: _________________\nIf to the Company:\n______________________________ ______________________________ ______________________________\nFacsimile: [______________]\nAttention: _________________\n14. Modification. This Agreement shall not be amended, altered or modified except by an instrument in writing expressly referring to this Agreement and signed by the Parties hereto.\n15. Term and Termination. This Agreement shall be in effect for a period of two (2) years from the date hereof, provided that (i) either Party may terminate this Agreement by giving 60 days\u2019 written notice in accordance with the notice provisions hereof and (ii) with respect to Confidential Information disclosed hereunder, the confidentiality obligations set forth in Paragraph 2(a) shall remain in full force and effect for so long as such Confidential Information remains confidential and non-public. Notwithstanding anything to the contrary herein, information or property which is protected by law for a longer period of time (e.g. trade secrets) shall continue to receive all protections to which it is entitled for so long as it qualifies for protection under the applicable law.\n* * *\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.\nChief Enterprises, LLC __________________________________ (Company\u2019s Legal Name)\nBy: _______________________________ By: _______________________________\nName: _____________________________ Name: _____________________________\nTitle: ______________________________ Title: ______________________________\nDate: ______________________________ Date: ______________________________\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 331 - ], - [ - 332, - 343 - ], - [ - 344, - 1038 - ], - [ - 1039, - 1163 - ], - [ - 1164, - 1344 - ], - [ - 1345, - 1517 - ], - [ - 1518, - 1534 - ], - [ - 1534, - 1605 - ], - [ - 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}, - { - "id": 70, - "file_name": "Confidentiality%20Non-Disclosure%20and%20Appropriate%20Use%20Agreement%20-%20FAU.01082016.pdf", - "text": "CONFIDENTIALITY, NON-DISCLOSURE & APPROPRIATE USE AGREEMENT\nFAU has a legal responsibility to safeguard the confidentiality and security of our patients\u2019 protected health information (\u201cPHI\u201d) as well as operational, proprietary, and student and employee information (collectively \u201cFAU Confidential Information\u201d). This information may include, but is not limited to, patient health records, as well as information regarding human resources, payroll, fiscal matters, research, and strategic planning, and may exist in any form, including electronic, video, spoken, or written. This Agreement applies to all members of the workforce, including but not limited to, employees, volunteers, students, faculty, physicians, and third parties, whether temporary or permanent, paid or not paid, visiting, or designated as affiliates or associates, who are employed by, contracted with, or under the direct control of FAU. This Agreement also applies to all users who are granted access to FAU-issued computing and technology resources (e.g., desktops, laptops, tablets, mobile phones, printers, etc.), application systems or access to the FAU network, whether the user is affiliated with FAU or not, and whether access to or use of the information systems occurs locally or from remote locations. I hereby agree as follows:\n\uf0b7 I will maintain patient privacy and protect and safeguard the confidentiality and security of PHI and FAU Confidential Information in accordance with Florida and federal laws and FAU policies and procedures.\n\uf0b7 I understand that access to health information created, received, or maintained by FAU or its affiliates is limited to those who have a valid business, medical, or professional need to know the information. I understand that FAU has implemented administrative, technical, and physical safeguards to protect the confidentiality and security of PHI, and I agree not to bypass or disable these safeguards.\n\uf0b7 I will not disclose any PHI to any individual or third party, except as specifically authorized by FAU policies and procedures, and upon receiving a written authorization from the patient (unless otherwise required by applicable law), and then only on a need-to-know basis.\n\uf0b7 I will not use any PHI in an inappropriate, unethical, detrimental or unauthorized manner.\n\uf0b7 I will not discuss any information regarding FAU or patients in an area where unauthorized individuals may overhear such information, including waiting rooms, hallways, elevators and other public areas. I understand that it is strictly prohibited to discuss any FAU Confidential Information or PHI in public areas even if a patient\u2019s name is not used.\n\uf0b7 I understand that I will be given a unique User ID and password to access electronic health, operational, proprietary, student or employee or other confidential information. I understand that my User ID and password are confidential, may only be used by me, that I am responsible for safekeeping my password, that I am also responsible for any activity initiated by my User ID and password, and that in certain circumstances my User ID and password may be equivalent to my legal signature. If I suspect that my User ID or password has been compromised, I should immediately contact FAU\u2019s Office of Information Technology (\u201cFAU OIT\u201d).\n\uf0b7 I have no expectation of privacy when using FAU information systems. FAU shall have the right to record, audit, log, and/or monitor access to or use of its information systems that is attributed to my User ID. I agree to practice good workstation security measures on any computing device that uses or accesses a FAU information system. Good security measures include, but are not limited to, maintaining physical security of electronic devices, never leaving a device unattended while in use, and adequately shielding the screen from unauthorized viewing by others.\n\uf0b7 I understand that only encrypted and password protected devices may be used to transport PHI or other Restricted Data (defined below).\n\uf0b7 I understand that smartphones and other mobile devices used to access FAU information systems must be configured to encrypt any Restricted or Sensitive Data (defined below), including photographs and videos, in persistent storage. I understand that I may access and/or use FAU Confidential Information, Restricted Data and Sensitive Data only as necessary to perform my job-related duties and that I may disclose (i.e., share) FAU Confidential Information, Restricted Data, and/or Sensitive Data only to authorized individuals with a need to know that information in connection with the performance of their job functions or professional duties.\n1. Restricted Data: Data in any format collected, developed, maintained, or managed by or on behalf of FAU, or within the scope of FAU\u2019s activities, that are subject to specific protections under federal or state law or regulations or under applicable contracts (e.g., medical records, Social Security numbers, credit card numbers, Florida driver licenses, and export controlled data).\n2. Sensitive Data: Data whose loss or unauthorized disclosure would impair the functions of FAU, cause significant financial or reputational loss, or lead to likely legal liability (e.g., financial information, salary information, policies, research work in progress, and copyrighted or trademarked material).\n\uf0b7 I understand that upon termination of my employment/affiliation/association with FAU, I will immediately return or destroy, as appropriate, any FAU Confidential Information, Restricted Data and Sensitive Data in my possession. I understand that my confidentiality obligations under this Agreement will continue after the termination of this Agreement and after termination of my employment, affiliation or association with FAU.\n\uf0b7 I agree to immediately report any known or suspected violation of the confidentiality or security of PHI of patients of FAU to FAU\u2019s Chief Compliance Officer.\n\uf0b7 I understand that violations of this Agreement may result in revocation of my user privileges and/or disciplinary action, up to and including termination of my employment, affiliation or association with FAU, and that FAU may seek any civil or criminal recourse and/or equitable relief.\n______________________________________________________________________________\n\u2610 By signing or by entering my name and other identifying information on this Agreement, I acknowledge\nthat I have read this Agreement and agree to comply with all of the terms and conditions stated above.\nPrint Name Entity or Department\nSignature Date FAU ID#\nEmail\n", - "spans": [ - [ - 0, - 59 - ], - [ - 60, - 312 - ], - [ - 312, - 574 - ], - [ - 574, - 910 - ], - [ - 910, - 1285 - ], - [ - 1285, - 1311 - ], - [ - 1312, - 1521 - ], - [ - 1522, - 1731 - ], - [ - 1731, - 1926 - ], - [ - 1927, - 2202 - ], - [ - 2203, - 2295 - ], - [ - 2296, - 2501 - ], - [ - 2501, - 2649 - ], - [ - 2650, - 2826 - ], - [ - 2826, - 3142 - ], - [ - 3142, - 3285 - ], - [ - 3286, - 3357 - ], - [ - 3357, - 3498 - ], - [ - 3498, - 3625 - ], - [ - 3625, - 3854 - ], - [ - 3855, - 3991 - ], - [ - 3992, - 4225 - ], - [ - 4225, - 4639 - ], - [ - 4640, - 5025 - ], - [ - 5026, - 5045 - ], - [ - 5045, - 5335 - ], - [ - 5336, - 5565 - ], - [ - 5565, - 5765 - ], - [ - 5766, - 5926 - ], - [ - 5927, - 6215 - ], - [ - 6216, - 6294 - ], - [ - 6295, - 6297 - ], - [ - 6297, - 6397 - ], - [ - 6398, - 6500 - ], - [ - 6501, - 6532 - ], - [ - 6533, - 6555 - ], - [ - 6556, - 6561 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 2 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 5, - 9 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.fau.edu/hipaa/pdfs/Confidentiality%20Non-Disclosure%20and%20Appropriate%20Use%20Agreement%20-%20FAU.01082016.pdf" - }, - { - "id": 71, - "file_name": "Confidentiality%20and%20Non-Disclosure%20Agreement%20%28CNA-1%29.pdf", - "text": "Confidentiality and Non-Disclosure Agreement\n_________________________________________________________________________________________________ _____________________________________________________________________________________ (\"Prospect\") and __________________________________________________________________________ (\"Prospect\u2019s Broker\u201d) and _____________________________________________________________________________ (\u201cListing Broker\u201d) agree to the following terms regarding the real property or business opportunity (collectively \u201cProperty\u201d) described as: ________________________________________________________________________________________________.\n1. Confidentiality. Prospect and Prospect\u2019s Broker acknowledge that all information and materials provided by Listing Broker regarding the above-referenced Property is confidential and may not be used for any purpose other than evaluation. Prospect\u2019s and Prospect\u2019s Broker\u2019s dissemination of any information and materials provided by Listing Broker will be limited to attorneys, accountants, banking representatives, and business advisors directly involved with the above-referenced Property. In the event the transaction is not successful, Prospect and Prospect\u2019s Broker will immediately return to Listing Broker any information and materials provided by Listing Broker.\n2. Non-Disclosure. Listing Broker, Prospect, and Prospect\u2019s Broker agree not to disclose to any other person the fact that any discussions or negotiations are taking place with regard to the Property, the actual or potential terms, conditions, or facts involved in any such discussions or negotiations.\n3. Non-Circumvention. Prospect and Prospect\u2019s Broker agree not to contact the Property owner, landlord, tenants, employees, or customers except through Listing Broker. Prospect and Prospect\u2019s Broker further agree not to circumvent or interfere with Listing Broker\u2019s contract with owner/landlord in any way.\n4. Verification of Data. No representation is made by Listing Broker as to the accuracy of the information and materials provided. Prospect and Prospect\u2019s Broker agree to thoroughly review and independently verify the information and materials provided. Listing Broker advises Prospect and Prospect\u2019s Broker to consult appropriate professionals for legal, tax, environmental, and other specialized advice concerning matters affecting the Property and the transaction contemplated.\n5. Disputes. This agreement will be construed in accordance with the laws of the State of Florida. The Listing Broker will be entitled to all remedies provided by law, including but not limited to injunctive relief and damages. In any litigation arising out of this agreement, the prevailing party will be entitled to recover from the non-prevailing party reasonable attorney\u2019s fees, costs, and expenses.\n6. Term. This agreement will terminate ________________________ (if blank, then 1 year) after the conclusion of any discussions or negotiations regarding the above-referenced Property.\n____________________________________________________\nProspect Date\n____________________________________________________\nProspect\u2019s Broker and Title or Authorized Agent and Title Date\n____________________________________________________\nListing Broker and Title or Authorized Agent and Title Date\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 143 - ], - [ - 143, - 229 - ], - [ - 229, - 246 - ], - [ - 246, - 321 - ], - [ - 321, - 347 - ], - [ - 347, - 425 - ], - [ - 425, - 662 - ], - [ - 663, - 683 - ], - [ - 683, - 903 - ], - [ - 903, - 1156 - ], - [ - 1156, - 1334 - ], - [ - 1335, - 1354 - ], - [ - 1354, - 1637 - ], - [ - 1638, - 1660 - ], - [ - 1660, - 1806 - ], - [ - 1806, - 1944 - ], - [ - 1945, - 1970 - ], - [ - 1970, - 2076 - ], - [ - 2076, - 2199 - ], - [ - 2199, - 2425 - ], - [ - 2426, - 2439 - ], - [ - 2439, - 2525 - ], - [ - 2525, - 2654 - ], - [ - 2654, - 2830 - ], - [ - 2831, - 2840 - ], - [ - 2840, - 2870 - ], - [ - 2870, - 2895 - ], - [ - 2895, - 3015 - ], - [ - 3016, - 3068 - ], - [ - 3069, - 3082 - ], - [ - 3083, - 3135 - ], - [ - 3136, - 3198 - ], - [ - 3199, - 3251 - ], - [ - 3252, - 3311 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://totalcommercial.com/attachment/39461/Confidentiality%20and%20Non-Disclosure%20Agreement%20%28CNA-1%29.pdf" - }, - { - "id": 72, - "file_name": "Confidentiality%20and%20Non-Disclosure%20Agreement.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTo: Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin\nand to:\nBDO Canada Limited\nAttention: Steven Welker\nTelephone: (416)-865-0210\nFacsimile: (416)-865-0904\nEmail: swelker@bdo.ca\nRe: Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin (\u201cBaldwin\u201d)\nThe undersigned hereby acknowledges having been advised that:\ni) BDO Canada Limited (\u201cBDO\u201d) was appointed as Proposal Trustee of Baldwin on February 14, 2012 in accordance with the Bankruptcy and Insolvency Act.\nii) Towards that end, BDO has in its possession certain proprietary, non-public or confidential information, documents, statements, and data relating to the assets of Baldwin (the \u201cAssets\u201d and \u201cInformation\u201d) for the review and further investigation, where appropriate, of any person or corporation interested in acquiring the Assets.\niii) The Information is sensitive and confidential in nature, and the disclosure thereof could adversely affect the value of the Assets of Baldwin.\nIn consideration of the disclosure by BDO to the undersigned of any portion of the Information, the sufficiency of which consideration is hereby acknowledged; the undersigned hereby undertakes and agrees as follows:\n1. To maintain the Information in the strictest of confidence and to control the dissemination of the Information, including any documents or copies (paper, electronic or otherwise) thereof contained in the Information in accordance with the terms and conditions of this Confidentiality and Non-Disclosure Agreement (\u201cNDA\u201d);\n2. Not to supply any documents or portions of documents included in the Information or any information included therein or any information hereinafter obtained in the course hereof or with respect hereto to any person or corporation except to the Representatives (defined below) and as otherwise specifically provided for herein;\n3. The Information is to be used by the undersigned, its affiliates, and their respective directors, officers, employees, accountants, attorneys, solicitors, financing sources, consultants, agents, representatives and advisors and their respective representatives, to the extent the foregoing are actually provided access to the Information by the undersigned (collectively the \u201cRepresentatives\u201d), only in connection with the consideration of a possible acquisition of the Assets;\n4. To advise the Representatives of the confidential nature of the Information, and to provide to those Representatives to which or to whom the Information is provided a copy of the NDA, and if such Representative is not otherwise bound by restrictions on disclosure and use similar to the obligations hereunder, to have such Representatives agree to be bound by this NDA;\n5. The undersigned shall be responsible for any breach of the provisions of this NDA by any of the Representatives to whom the undersigned discloses Information;\n6. The undersigned and its Representatives shall under no circumstances contact directly or indirectly any of the residents, partners or former partners or directors of Baldwin: (i) to ask any questions regarding the possible acquisition of all or part of the Assets,\n(ii) to request additional information or regarding the contents of any of the Information previously obtained, (iii) to request a facility tour or meeting, or (iv) for any other reason, except in the ordinary course of business;\n7. In the event that the undersigned, or any of the Representatives, or any one to whom any of them furnish some or all of the Information, receives a request or demand to disclose all or any part of such Information by a governmental body or deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, the undersigned agrees to first notify BDO (to the extent permitted to do so by applicable law) by delivering written notice to the address noted above, so that BDO or its legal representative may seek an appropriate protective order; provided, however, if such protective order or other remedy is not obtained, or BDO waives compliance with the provisions hereof, the undersigned or such Representative, as the case may be, may disclose such Information which the undersigned or such Representative, as the case may be, is legally required to be disclosed;\n8. The term \u201cInformation\u201d does not include and this NDA will not apply to any information that: (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of a disclosure by the undersigned or any of its Representatives in violation of any obligation under this NDA); (b) was available to the undersigned or any of its Representatives on a non-confidential basis from a source other than BDO who, insofar as was known to the undersigned or any of its Representatives, was not prohibited from transmitting the information to the undersigned or any of its Representatives by a contractual, legal or fiduciary obligation to Baldwin, BDO or any third party; or (c) has been independently acquired or developed by the undersigned or any of its Representatives without violation of any obligation under this NDA;\n9. The undersigned shall indemnify BDO, Baldwin and their representatives against any losses, costs, damages, expenses or liabilities suffered or incurred by any of them as a result of or in connection with any breach by the undersigned or any of its Representatives to whom the undersigned discloses Information of any term or provision of this NDA; provided, however, that the undersigned shall not be liable for any consequential, special, incidental, indirect or penal damages;\n10. The undersigned acknowledges and agrees that the execution and delivery of this NDA and the delivery of the Information does not give rise to any legal obligation of BDO or Baldwin, whether in contract, in negligence or other tort, by way of fiduciary duty or otherwise. Without limiting the generality of the foregoing, the undersigned acknowledges and agrees that BDO is not and will not be under any obligation, express or implied, to provide or to continue to provide Information, to entertain any offers or proposals for the purchase or transfer of the Assets, or to complete a sale or other transaction with the undersigned, unless and until Baldwin and the undersigned execute and deliver a legally binding agreement expressly providing for such obligations. Without limiting the foregoing, the undersigned acknowledges and agrees that neither Baldwin nor BDO has made, and they will not make, any representations or warranties, either express or implied, concerning the accuracy or completeness of, or otherwise relating in any way to, the Information. BDO and Baldwin shall not have any liability whatsoever to the undersigned or any Representatives for any transaction entered into, or not entered into, or any other act, omission or decision made or taken, relying upon or in any way affected by, the Information. The foregoing shall nonetheless be subject to any representations and warranties concerning the Information expressly given in writing in a legally binding agreement executed and delivered by Baldwin providing for a sale or other disposition of the Assets (a \u201cDefinitive Agreement\u201d);\n11. Upon receipt of a written request to the undersigned, the undersigned and its Representatives shall promptly return to BDO any and all Information received, printed, downloaded or otherwise copied together with personal notes including written materials and any notes of verbal conversations with representatives from Baldwin or BDO obtained in the course of any investigation and/or inspection of the business and the Assets being offered for sale;\n12. The terms of this NDA shall expire, as it relates only to the Information associated with the Assets or parts thereof purchased or otherwise acquired by the undersigned, upon the completion of a Definitive Agreement. In all other cases, the terms of this NDA shall expire one (1) year after the completion of a sale or other transfer of the Assets.\n13. The undersigned acknowledges and agrees that it has had an opportunity to obtain independent legal advice as to the terms and conditions of this NDA and has either received same or expressly waived its right to do so;\n14. This NDA shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This NDA shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein;\n15. The undersigned acknowledges and agrees with the statements, disclaimers, and terms and conditions of the Legal Terms of Use and Disclaimer set-out in Appendix \u201cA\u201d;\n16. No failure or delay by BDO or Baldwin in exercising any rights, powers or privileges under this NDA shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any rights, powers or privileges under this NDA;\n17. No amendment to the terms and conditions of this NDA shall be valid and binding unless made in writing and signed by an authorized representative of each of the parties hereto;\n18. This NDA may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument; and\n19. Any party may deliver an executed copy of this NDA by facsimile or email.\nDATED AT ______________________, this ______ day of____________________, 2012.\n_________________________________ OR __________________________________\n(Signature of Person - Individual) Name of Corporation (Print)\nName: Per:\n_________________________________ __________________________________\n(Signature of Witness) (Signature of Authorized Signing Officer)\nName: Name:\nTitle:\nI have the authority to bind the corporation\n________________________________________ (Signature of Witness)\nName:\nNOTE: SIGNATURE MUST BE WITNESSED\nContact Information (Required):\n(Name \u2013 First and Last)\n(Street/Land Location/PO Box No. /Unit No. /Suite No.)\n(City/Town) (Province/Territory/State) (Country)\n(Postal Code/Zip Code) (Telephone) (Facsimile)\n(E-mail)\nAppendix \u201cA\u201d\nLEGAL TERMS OF USE AND DISCLAIMER\n1. The following are the legal terms of use and disclaimer for the electronic data room, www.bdo.firmex.com (the \u201cWebsite\u201d), and any physical data provided (collectively the \u201cData Rooms\u201d) created for the sale process for Baldwin Paper Co. Limited/Papiers Baldwin Compagine Limitee and 9169-2707 Quebec Inc. o/a Papiers Baldwin (\u201cBaldwin\u201d).\n2. On February 14, 2012, BDO Canada Limited (\u201cBDO\u201d) was appointed Proposal Trustee in accordance with the Bankruptcy and Insolvency Act.\n3. Towards that end, BDO has in its possession certain proprietary, non-public or confidential information, documents, statements, and data relating to the assets of Baldwin (the \u201cAssets\u201d and \u201cInformation\u201d) for the review and further investigation, where appropriate, of any person or corporation interested in acquiring the Assets.\n4. The Information being made available to you, including the Information that can be found at the Data Rooms has been prepared and assembled from information provided by Baldwin and other sources. Access to the Data Rooms is being provided to you, as you have expressed a preliminary interest in acquiring the Assets and have executed a Confidentiality and Non-Disclosure Agreement (\u201cNDA\u201d) in connection thereto.\n5. The sole purpose of the Data Rooms and the Information contained therein and/or made available to you during the course of this sale process is being provided in order to assist you in deciding whether to proceed further with your investigation of the Assets. This Information being made available to you does not purport to be all-inclusive or to necessarily contain all of the information that a prospective purchaser may require in connection with its investigations into the Assets.\n6. BDO, its officers, directors, employees and agents make no representations or warranties and each expressly disclaims any and all liability for any errors and/or omissions which may be contained in the Information being made available at the Data Rooms or other information obtained in the course of any investigation and/or inspection of the Assets.\n7. Except as otherwise indicated, no independent accountant has audited, reviewed, compiled or is in any way associated with the Information presented herein nor has an independent accountant expressed any conclusion thereon or given any other form of assurance with respect thereto.\n8. In accordance with the terms of the NDA executed by you, the Information being made available to you at the Data Rooms or any other information to be made available to you by BDO is to be kept confidential and upon the express understanding that it will be used only for the purposes set forth above.\n9. The Information being made available is confidential and may not be photocopied, reproduced or distributed to any other person at any time, except for the purposes of obtaining professional advice, without the prior written consent of BDO. Upon receipt of a written request, you agree to promptly return to BDO all materials including those printed from the Website, written material and any notes of your verbal conversations with representatives of BDO obtained in the course of any investigation and/or inspection of the Assets.\n10. In providing access to the Data Rooms, BDO does not accept any obligation to provide you with access to any additional information about the Assets. The Information being made available to you at the Data Rooms or any other information to be made available to you by BDO shall not be deemed to be an indication of the current or future state of affairs of Baldwin nor shall it constitute a representation that there has been no change in the business or affairs of Baldwin since the date thereof.\n11. BDO reserves the right to negotiate with one or more prospective buyers at any time and to enter into a Definitive Agreement for the sale or other disposition of all or part of the Assets without prior notice to you or any other interested party. Also, BDO reserves the right not to sell or otherwise dispose of the Assets and to terminate, at any time, further participation in the investigation and due diligence process by you or any other party and to modify any data, documentation and other procedures relating to the proposed sale without assigning any reason thereto.\n12. Under no circumstances shall any of the residents, partners or former partners or directors of Baldwin be contacted: (i) to answer any questions regarding the possible acquisition of the Assets, (ii) to request additional information or regarding the contents of any of the Information previously obtained, (iii) to request a facility tour or meeting, or (iv) for any reason, except in the ordinary course of business.\n13. 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The Receiving Party and the Disclosing Party are sometimes referred to below individually as a \u201cParty\u201d and collectively as the \u201cParties\u201d. Capitalized terms not otherwise defined in this Agreement shall have the same meaning ascribed to such terms in the Recitals below.\nRECITALS\nWHEREAS, on March 14, 2019, Laser Spine Institute, LLC, a Florida limited liability company, and the affiliated companies listed on Exhibit A attached to this Agreement (collectively, the \u201cAssignors\u201d) assigned and conveyed all of their assets (the \u201cAssigned Assets\u201d) to the Assignee;\nWHEREAS, on March 14, 2019, the Assignee filed a Petition Commencing Assignment for Benefit of Creditors in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida Civil Division, styled In re: Laser Spine Institute, LLC, Assignor, to Soneet Kapila, Assignee, Case No. 2019-CA-2762, Division L;\nWHEREAS, the Receiving Party has requested that the Disclosing Party provide to the Receiving Party certain Confidential Information and Confidential Materials (as such terms are defined below) for the Receiving Party to review in order to evaluate a potential business opportunity between the Receiving Party and the Disclosing Party, including to prepare a proposal with respect to a potential sale involving the Assigned Assets (the \u201cPossible Transaction\u201d);\nWHEREAS, as a condition to furnishing the Confidential Information and the Confidential Materials to the Receiving Party and in order to protect the Confidential Information and the Confidential Materials, the Disclosing Party has required the Receiving Party to enter into this Agreement and abide by its terms; and\nWHEREAS, the Receiving Party, as a condition to receiving the Confidential Information and the Confidential Materials, has agreed to enter into this Agreement and agrees to keep such Confidential Information and Confidential Materials confidential in accordance with the terms and conditions of this Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants contained herein and in consideration for the furnishing by the Disclosing Party of the Confidential Information and the Confidential Materials to the Receiving Party, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, with the intent to be legally bound, agree as follows:\n1. Defined Terms.\n(a) \u201cConfidential Information\u201d shall include all information pertaining to the Assignors and their respective affiliates, employees, salespersons, independent contractors, agents, officers, directors, customers, suppliers, vendors, manufacturers, distributors, dealers, predecessors, successors and assigns disclosed by the Disclosing Party (or by a third party at the direction of the Disclosing Party) to the Receiving Party, regardless of the form or manner of disclosure (including, but not limited to, information learned by the Receiving Party from the Disclosing Party\u2019s employees, agents, officers, directors, professional advisors or other representatives or through inspection of the Assigned Assets or the books and records of the Assignors), and including, but not limited to: (i) information that relates to the Assignors\u2019 trade secrets, products, services, product specifications, data, inventions, ideas, techniques, know-how, past, current and planned research and development, current and planned methods and processes, client lists, current and anticipated client, service provider and consultant requirements, price lists, market studies, business strategy and plans, business opportunities, computer hardware, software and programs (including object codes and source codes), computer database technologies and systems, and distribution, marketing, financial, merchandising, customer, sales and/or salary information; (ii) all information concerning the Assignors\u2019 business and affairs, operations, finances, assets, liabilities, forecasts, historical financial statements, financial projections and budgets, historical and projected sales, capital spending, budgets, strategic plans, marketing and advertising plans, publications, agreements, the names and backgrounds of clients and consultants and other service providers, key personnel, personnel training, and techniques and materials; (iii) third party confidential information in the custody or care of the Disclosing Party to the extent the same is subject to a duty of confidentiality to such third party; (iv) all offering documents and materials (including offering memoranda, supplements thereto and similar documents); (v) all notes, analyses, compilations, statistics, studies, summaries, interpretations, and other material prepared by or for the Receiving Party which contain, are based on, or otherwise reflect, in whole or in part, any of the foregoing; and (vi) the existence and terms and conditions of this Agreement and the existence and content of the discussions between the Disclosing Party and the Receiving Party regarding a Possible Transaction. Information disclosed by the Disclosing Party to the Receiving Party need not be identified as \u201cconfidential\u201d to be deemed \u201cConfidential Information\u201d pursuant to this Agreement.\n(b) \u201cConfidential Materials\u201d shall mean all materials containing Confidential Information, including, without limitation, all writings and recordings, including the originals and all non-identical copies, whether different from the original by reason of any notation made on such copies or otherwise (including, without limitation, e-mails and attachments, correspondence, memoranda, notes, diaries, minutes, statistics, statements, tags, labels, invoices, brochures, periodicals, telegrams, receipts, returns, summaries, pamphlets, books, inter-office and intra-office communications, offers, notations of any sort of conversations, working papers, applications, permits, file wrappers, indices, telephone calls, meetings or printouts, teletypes, telefaxes, invoices, work sheets, and all drafts, alterations, modifications, changes and amendments of any of the foregoing), and graphic or aural representations of any kind (including, without limitation, photographs, charts, microfiche, microfilm, video tape, recordings, motion pictures, plans, drawings, and surveys), and all materials within the full scope of FED.R.CIV.P. 34 including, but not limited to, all electronic, mechanical, magnetic, or optical records or representations of any kind (including, without limitation, computer files and programs, tapes, cassettes, discs, recordings), metadata, and information stored on a computer, laptop, hand-held computer device, disk, CD, DVD, and any mechanical recording or production of any oral material.\n2. Trade Secrets. All trade secrets of the Assignors also shall be entitled to all of the protections and benefits of the Florida Uniform Trade Secrets Act (the \u201cTrade Secrets Act\u201d) and any other applicable laws. If any information that the Disclosing Party deems to be a trade secret of the Assignors is found by a court of competent jurisdiction not to be a trade secret, then such information nevertheless shall be considered Confidential Information for purposes of this Agreement. In the case of trade secrets, the Receiving Party waives any requirement that the Disclosing Party submit proof of the economic value of any trade secret or post a bond or other security. Additionally, the Receiving Party acknowledges that nothing in this Agreement (including Section 17 below) shall place a time limitation on the period of protection of such trade secret, it being agreed that the trade secrets of the Assignors shall enjoy perpetual protection against unauthorized disclosure or use, subject only to the provisions of the Trade Secrets Act and other applicable laws.\n3. Limitations. The term \u201cConfidential Information\u201d shall not include such portions of the Confidential Information that: (i) are already published or available to the public other than as a result of disclosure by the Receiving Party or any of its employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors (collectively, the \u201cRepresentatives\u201d); (ii) become available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or one of the Disclosing Party\u2019s employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors) that is not prohibited from disclosing such Confidential Information to the Receiving Party by a legal, contractual, or fiduciary obligation to the Disclosing Party or the Assignors; (iii) can be shown by written documentation to have been independently developed by the Receiving Party without use of or reliance upon any Confidential Information or Confidential Materials of the Disclosing Party; and/or (iv) was demonstrably within the actual possession of the Receiving Party or its Representatives prior to it being furnished by or on behalf of the Disclosing Party pursuant to this Agreement.\n4. Property of the Disclosing Party. Notwithstanding anything to the contrary contained in this Agreement, all of the Confidential Information and the Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, the Disclosing Party does not grant any express or implied right or interest in the patents, copyrights, trademarks, trade secret information, or intellectual property rights of the Assignors. The Disclosing Party reserves the right to limit the Receiving Party\u2019s access to the premises, facilities, equipment, customers, vendors, data and other materials, information and personnel of the Assignors (including, without limitation, as provided in Section 9 below).\n5. Non-Disclosure. The Receiving Party: (i) shall treat the Confidential Information and the Confidential Materials as confidential in accordance with the terms and conditions of this Agreement; (ii) shall not use or disclose to any person the Confidential Information or the Confidential Materials for any purpose other than in connection with the consideration of a Possible Transaction, subject in all cases to the provisions of this Agreement; (iii) shall not copy or reproduce any of the Confidential Information or the Confidential Materials without the prior written consent of the Disclosing Party; (iv) shall reveal the Confidential Information and the Confidential Materials only to its Representatives who need to know the Confidential Information and the Confidential Materials in connection with a Possible Transaction, and who (A) are informed by the Receiving Party of the confidential and proprietary nature of the Confidential Information and the Confidential Materials, and (B) before receiving the Confidential Information or the Confidential Materials, agree to maintain their confidentiality in accordance with the terms and conditions of this Agreement; (v) except as provided in Section 7 below, shall not, without the Disclosing Party\u2019s prior written consent, disclose (A) to any other person, other than its Representatives, the fact that the Confidential Information or the Confidential Materials have been made available to the Receiving Party, (B) that discussions or negotiations are taking place concerning a Possible Transaction, or (C) any of the terms, conditions, or other facts with respect thereto; (vi) shall take all reasonable precautions necessary to safeguard the Confidential Information and the Confidential Materials from disclosure to any person or entity other than its Representatives, including taking reasonable security precautions at least as great as the precautions the Receiving Party takes to protect its own confidential information; and (vii) segregate all Confidential Information and Confidential Materials from the confidential information or confidential materials of others. At the request of the Disclosing Party, the Receiving Party shall require its Representatives to sign a copy of this Agreement. Regardless of whether the Receiving Party\u2019s Representatives sign a copy of this Agreement, the Receiving Party shall be responsible for any breach of this Agreement by its Representatives. The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Confidential Information or the Confidential Materials, or any other breach of this Agreement by the Receiving Party or any of its Representatives, and shall fully cooperate with the Disclosing Party to help the Disclosing Party regain possession of the Confidential Information or the Confidential Materials and prevent the unauthorized use of the Confidential Information or the Confidential Materials.\n6. Return of Confidential Information and Confidential Materials. The Receiving Party shall keep a written record of the Confidential Information and the Confidential Materials furnished to it and the location of such Confidential Information and Confidential Materials. At any time, at the Disclosing Party\u2019s request, all copies of the Confidential Information and the Confidential Materials shall be returned to the Disclosing Party within five (5) business days of such request; provided, however, that the Receiving Party shall be permitted to retain a list that contains general descriptions of the documents it has returned to the Disclosing Party to facilitate the resolution of any controversies after the Confidential Information and the Confidential Materials have been returned. To the extent that the Receiving Party utilizes any portion of the Confidential Information or the Confidential Materials to prepare its own analyses, compilations, studies, data, notes, interpretations or other documents (the \u201cNotes\u201d), at any time, at the Disclosing Party\u2019s request, the Receiving Party shall destroy the Notes and promptly thereafter provide the Disclosing Party with written certification of their destruction. The Receiving Party shall also, within ten (10) days of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this Section 6 or explain why the Receiving Party has been unable to do so. All Confidential Information and Confidential Materials shall continue to be subject to the terms of this Agreement even after their return or destruction or the termination of this Agreement.\n7. Legal Compulsion to Disclose Confidential Information or Confidential Materials. In the event that the Receiving Party is issued any subpoena or other process requesting any of the Confidential Information or the Confidential Materials, the Receiving Party agrees that it will immediately furnish a copy of such subpoena or other process, via overnight delivery, to counsel to the Assignee, Edward J. Peterson, Esq. and Matthew B. Hale, Esq. of Stichter, Riedel, Blain & Postler, P.A., 110 East Madison Street, Suite 200, Tampa, Florida 33602, and to the Disclosing Party at the address set forth on Exhibit B attached to this Agreement. In the event that the Receiving Party is requested or becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or the Confidential Materials, then the Receiving Party shall provide the Disclosing Party with prompt written notice of such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Confidential Information or the Confidential Materials which the Receiving Party determines in its reasonable discretion is required to be disclosed and the Receiving Party shall exercise reasonable efforts to obtain reliable assurance from the person to whom it furnishes the Confidential Information or the Confidential Materials that confidential treatment will be accorded to such Confidential Information or Confidential Materials. The Receiving Party also agrees that it will, to the extent authorized by law, reasonably cooperate with the Disclosing Party in opposing the production of the Confidential Information or the Confidential Materials; provided, however, in the event the Receiving Party incurs any cost or expense in providing such cooperation, the Disclosing Party shall promptly reimburse the Receiving Party for any such cost or expense upon the Receiving Party\u2019s tendering of a receipt therefor. If an opinion of independent counsel is required prior to compliance with a subpoena or court order, the Disclosing Party agrees to reimburse the Receiving Party for the associated costs.\n8. Attorney-Client Privilege. The Receiving Party agrees that the Disclosing Party is not waiving, and shall not be deemed to have waived, its attorney-client privilege with respect to any Confidential Information or Confidential Materials (including, without limitation, Confidential Information or Confidential Materials pertaining to pending or threatened litigation) which may be disclosed hereunder by the Disclosing Party and with respect to which the Disclosing Party has asserted, or is entitled to assert, its attorney-client privilege. The Receiving Party agrees that the Disclosing Party shall be entitled to require that such Confidential Information or Confidential Materials be disclosed only to certain specified Representatives and to the Receiving Party\u2019s legal counsel and that no further disclosure thereof be made.\n9. HIPAA Compliance. The Receiving Party agrees that it will not have access to any patient care information or records of the Assignors that are subject to the Health Insurance Portability and Accountability Act of 1996 (\u201cHIPAA\u201d), absent the execution of a separate agreement that addresses HIPAA requirements. Until the consummation of the Possible Transaction, the Receiving Party agrees that it shall not contact or otherwise communicate with any patients (past, present, or future) of the Assignors without obtaining the prior written consent of the Disclosing Party and allowing one or more Representatives of the Disclosing Party to be present at the time of any meetings with any such patients. To the extent confidential patient or other information protected by HIPAA is inadvertently disclosed to the Receiving Party, the Receiving Party shall hold such information in strictest confidence, shall notify the Disclosing Party of its receipt of such information, and shall promptly thereafter return such information to the Disclosing Party and destroy any and all copies thereof. This Section 9 shall survive the closing of the Possible Transaction and/or the termination of this Agreement.\n10. Remedies. The Receiving Party shall indemnify and hold the Disclosing Party harmless from any damages, losses, costs, or liabilities arising out of or resulting from any unauthorized use or disclosure by the Receiving Party or its Representatives of the Confidential Information or the Confidential Materials or other breach of this Agreement by the Receiving Party or its Representatives, including, but not limited to, reasonable attorneys\u2019 fees, court costs and other litigation expenses incurred in connection with the enforcement of this Agreement. Given the nature of the Confidential Information and the Confidential Materials and the damage that would result to the Disclosing Party if information contained therein were disclosed to any third party, money damages would not be a sufficient remedy for any breach of this Agreement by the Receiving Party or its Representatives. Therefore, in addition to all other remedies, the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach, and the Receiving Party and its Representatives waive any requirement for the securing or posting of any bond in connection with such remedy.\n11. No Representations or Warranties. The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of its employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors (i) has made or will make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information or the Confidential Materials or the relevance of the Confidential Information or the Confidential Materials to the Receiving Party\u2019s determination whether to enter into a Possible Transaction or the terms on which the Receiving Party might be prepared to do so or (ii) shall have any liability whatsoever to the Receiving Party or its Representatives relating to or resulting from the use of or reliance upon the Confidential Information or the Confidential Materials or any errors therein or omissions therefrom, other than as may be set forth in a definitive agreement (a \u201cDefinitive Agreement\u201d) between the Parties with respect to a Possible Transaction. Only those representations and warranties contained in a Definitive Agreement between the Parties with respect to a Possible Transaction shall have any legal effect. The Disclosing Party shall not be liable to the Receiving Party for amounts representing loss of profits, loss of business or indirect, consequential or punitive damages of the Receiving Party in connection with the provision or use of the Confidential Information or the Confidential Materials.\n12. Transaction Process. Each of the Parties acknowledges and agrees that the other Party shall have the right to reject or accept any potential proposal or offer with respect to a Possible Transaction, for any reason whatsoever, in its sole discretion. Furthermore, neither the discussions between the Parties concerning a Possible Transaction nor the disclosure of the Confidential Information or the Confidential Materials hereunder shall be interpreted or construed to limit or restrict the right of the Disclosing Party to furnish or disclose the Confidential Information or the Confidential Materials to others for any purpose it deems appropriate, including, but not limited to, the pursuit or consideration of a possible transaction with such other person or entity. The Parties further agree that unless and until a Definitive Agreement between the Parties with respect to a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction (including, without limitation, any obligation to negotiate in good faith toward a binding contract) by reason of this Agreement, the transmission of any Confidential Information or Confidential Materials, any written or oral expression with respect to a Possible Transaction or for any other reason. Each Party reserves the right at any time to terminate its consideration of a Possible Transaction.\n13. Governing Law and Venue. The internal laws of the State of Florida, without regard to principles of conflicts of laws, shall govern the validity and interpretation of this Agreement, and the performance by the Parties of their respective duties and obligations hereunder. The Parties irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Florida and of the United States of America located in the State of Florida, County of Hillsborough, for any actions, suits or proceedings arising out of or related to this Agreement. The Parties shall not commence any action, suit or proceeding relating to this Agreement except in such courts. The Parties agree that they may be served with process and receive notices at their respective addresses set forth on Exhibit B attached to this Agreement. The Parties irrevocably and unconditionally waive any objection to the laying of venue in any of the aforementioned courts and shall not plead or claim in any such court that an action, suit or proceeding brought in such court has been brought in an inconvenient forum.\n14. Notice and Service of Process. All service of process, notices, consents, requests, claims, demands, instructions or other communications to be given hereunder by the Parties shall be in writing. All such service of process, notices, consents, requests, claims, demands, instructions or other communications may be given personally, by registered or certified mail (with proof of receipt, postage and expenses prepaid, return receipt requested), express package service, facsimile transmission, or electronic mail transmission. All such notices shall be deemed to be received as follows: (i) if delivered personally, when received, (ii) if mailed, three (3) days after being mailed, (iii) if sent by express package service, when signed for, (iv) if sent by facsimile transmission, when the fax has transmitted over the telephone lines, as evidenced by a fax confirmation report generated by the transmitting machine (provided that a copy of such notice is also sent via U.S. mail, postage prepaid), and (v) if sent by electronic mail transmission, two (2) days after being sent. All notices shall be sent to the Parties at their respective addresses set forth on Exhibit B attached to this Agreement. The Receiving Party acknowledges and agrees that all (a) requests for Confidential Information or Confidential Materials, (b) communications regarding the Possible Transaction, (c) requests for facility tours or meetings, and (d) discussions or questions regarding procedures, shall be submitted or directed to Soneet Kapila of the Disclosing Party, unless otherwise directed in writing by Soneet Kapila.\n15. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the terms and conditions between the Parties covering the subject matter hereof, supersedes all prior agreements and understandings concerning such subject matter, whether oral or written, and cannot be amended except by a written agreement executed by an authorized representative of each Party.\n16. Waiver of Breach. No waiver of any provision of this Agreement shall be valid or binding unless the same is waived in writing by the Party against whom such waiver is to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or will be deemed a valid waiver of such provision at any other time. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.\n17. Term. Unless otherwise set forth in this Agreement, this Agreement shall terminate on the earlier to occur of: (i) the consummation of a Possible Transaction pursuant to a Definitive Agreement, and (ii) two (2) years from the date that the Parties terminate their discussions and consideration of a Possible Transaction; provided, however, that all Confidential Information and Confidential Materials shall continue to be subject to the terms of this Agreement after the termination of this Agreement.\n18. Severability. If any provision of this Agreement, or the application of any provision of this Agreement to any person or circumstance, is held to be invalid, illegal or unenforceable, or inconsistent with any present or future law, ruling, rule, policy or regulation of any court or governmental or regulatory authority having jurisdiction over the subject matter hereof, then the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and such provision shall be deemed to be rescinded or modified in accordance with such law, ruling, rule, policy or regulation, and the remainder of this Agreement, and the application of such provision to persons or circumstances other than those to which it shall be held inconsistent, shall not be affected thereby.\n19. Binding Nature; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns and legal representatives. Neither this Agreement, nor any right hereunder, may be assigned by either Party without the prior written consent of the other Party.\n20. Counterparts. This Agreement may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the Parties. A facsimile signature shall be considered the same as an original signature for purposes of execution of this Agreement.\n21. Publicity. No publicity, release or announcement concerning this Agreement or the transactions contemplated hereby shall be made by either Party without advance written approval thereof by the other Party. The Receiving Party will not use or permit the use of the Disclosing Party\u2019s or any Assignor\u2019s name, logos, trademarks or other identifying data, or otherwise discuss or make reference to the Disclosing Party or the Assignors, in any notices to third parties, any promotional or marketing material or in any press release or other public announcement or advertisement, however characterized, without the Disclosing Party\u2019s prior written consent.\n22. Drafting. No provision of this Agreement shall be interpreted for or against either Party on the basis that such Party was the draftsman of such provision, both Parties having participated equally in the drafting hereof, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.\n\u201cRECEIVING PARTY\u201d\nBy:\nName:\nTitle\n\u201cDISCLOSING PARTY\u201d\nSoneet Kapila, as Assignee in the Assignment for the Benefit of Creditor Proceedings of the Assignors listed on Exhibit A attached to this Agreement\nEXHIBIT A\nCase No. Assignor\n2019-CA-2764 CLM Aviation, LLC\n2019-CA-2765 LSI HoldCo, LLC\n2019-CA-2766 LSI Management Company, LLC\n2019-CA-2767 Laser Spine Surgery Center of Arizona, LLC\n2019-CA-2768 Laser Spine Surgery Center of Cincinnati, LLC\n2019-CA-2769 Laser Spine Surgery Center of Cleveland, LLC\n2019-CA-2770 Laser Spine Surgical Center, LLC\n2019-CA-2771 Laser Spine Surgery Center of Pennsylvania, LLC\n2019-CA-2772 Laser Spine Surgery Center of St. Louis, LLC\n2019-CA-2773 Laser Spine Surgery Center of Warwick, LLC\n2019-CA-2774 Medical Care Management Services, LLC\n2019-CA-2775 Spine DME Solutions, LLC\n2019-CA-2776 Total Spine Care, LLC\n2019-CA-2777 Laser Spine Institute Consulting, LLC\n2019-CA-2780 Laser Spine Surgery Center of Oklahoma, LLC\nEXHIBIT B\nFOR THE RECEIVING PARTY:\nTelephone No:\nFacsimile No.:\nEmail:\nNotices sent to the Receiving Party under this Agreement to be sent with a copy to:\nTelephone No:\nFacsimile No.:\nEmail:\nFOR THE DISCLOSING PARTY:\nSoneet Kapila, Assignee\nKapilaMukamal, LLP\n1000 South Federal Highway, Suite 200\nFort Lauderdale, Florida 33316\nTelephone No: 954/712-3201\nFacsimile No.: 954/761-1033\nEmail: skapila@kapilamukamal.com\nNotices sent to the Disclosing Party under this Agreement to be sent with a copy to:\nEdward J. Peterson, Esq.\nMatthew B. Hale, Esq.\nStichter, Riedel, Blain & Postler, P.A.\n110 East Madison Street, Suite 200\nTampa, Florida 33602\nTelephone No.: 813/229-0144\nFacsimile No.: 813/229-1811\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 356 - ], - [ - 356, - 494 - ], - [ - 494, - 625 - ], - [ - 626, - 634 - ], - [ - 635, - 918 - ], - [ - 919, - 1250 - ], - [ - 1251, - 1711 - ], - [ - 1712, - 2028 - ], - [ - 2029, - 2339 - ], - [ - 2340, - 2741 - ], - [ - 2742, - 2759 - ], - [ - 2760, - 3549 - ], - [ - 3549, - 4197 - ], - [ - 4197, - 4670 - ], - [ - 4670, - 4844 - ], - [ - 4844, - 4961 - ], - [ - 4961, - 5205 - ], - [ - 5205, - 5403 - ], - [ - 5403, - 5580 - ], - [ - 5581, - 7092 - ], - [ - 7093, - 7111 - ], - [ - 7111, - 7306 - ], - [ - 7306, - 7579 - ], - [ - 7579, - 7767 - ], - [ - 7767, - 8165 - ], - [ - 8166, - 8182 - ], - [ - 8182, - 8288 - ], - [ - 8288, - 8585 - ], - [ - 8585, - 9053 - ], - [ - 9053, - 9276 - ], - [ - 9276, - 9468 - ], - [ - 9469, - 9506 - ], - [ - 9506, - 9702 - ], - [ - 9702, - 9945 - 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27, - 30 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 55 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 37, - 41, - 42, - 43, - 48, - 67 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 37, - 40 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 60, - 61 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 29 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 37, - 41, - 42, - 43, - 48, - 67 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 37, - 39 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://lsi-assignee.com/wp-content/uploads/2019/04/Confidentiality-and-Non-Disclosure-Agreement-LSI-ABC.pdf" - }, - { - "id": 75, - "file_name": "Confidentiality.pdf", - "text": "CONFIDENTIALITY AGREEMENT AND NON-DISCLOSURE STATEMENT\nThe undersigned Prospective Investor (\u201cInvestor\u201d) is executing this Agreement as of _____________________,20__, in connection with the distribution of certain confidential information relative to the possible retail/commercial development site (the \"Development\") offered by (\u201cOwner\u201d). Any and all information, including but not limited to, location, financial information, title reports, surveys, and other agreements, documents, materials and oral and/or written information with respect to the Property, whether delivered or made available concurrently with this Agreement or to be delivered in the future (collectively, the Confidential Information\") shall be subject to the terms of this Agreement\nThe Investor acknowledges and agrees that the Confidential Information is strictly confidential and is intended solely for the Investor\u2019s limited use and benefit in determining whether the Investor desires to express any further interest in the acquisition and development of the Property.\nWith respect to the Confidential Information, the Investor agrees as follows:\n1. NON-DISCLOSURE. Investor shall keep the Confidential Information permanently and strictly confidential, and not to disclose or divulge any Confidential Information to, or reproduce any Confidential Information for the benefit of any person or entity other than the Investor\u2019s employees, representatives, consultants, and agents who are actively and directly participating in the analysis of the Development, and in such cases only to the extent reasonably required for such analysis. The Investor also agrees to inform all such employees, representatives, consultants, and agents of the confidential nature of the Confidential Information, to provide them with a copy of this Agreement, to obtain their agreement to act in accordance with the terms and conditions of this Agreement, and to take such other action as may be reasonably necessary to cause such employees to comply with these confidentiality provisions. Investor is strictly prohibited from publishing any news release, public announcement, denial or confirmation with respect to the Development, this Agreement or any information about the Property. The Investor agrees to be fully responsible for any breach of this Agreement caused by such employees, representatives, consultants, and agents.\n2. LIMITATION ON USE. Investor\u2019s use of the Confidential Information shall solely be for the purpose of evaluating the Property and the Development. If the Investor elects not to proceed with the Development, or if the undersigned is informed that the Property is no longer available for purchase or if the Investor is otherwise requested by the Owner to return the Confidential Information, the Investor will promptly return all Confidential Information (and all reproductions or destroy electronic copies thereof if any);\n3. INDEMNIFICATION. Investor shall indemnify and hold harmless the Owner and its affiliates (and their respective directors, officers, partners, agents and employees) from and against all claims, actions, causes of action, damages, losses and liabilities (including without limitation, reasonable attorney's fees and expenses) arising out of or based upon any breach of this Agreement. The Investor further agrees to indemnify, defend and hold Owner harmless against any and all claims, damages, liabilities, costs or expenses arising in any way related to claims(s) by another broker, finder or similar agent for commissions, fees or other compensation for bringing about a sale of the Property to the Investor if such claims(s) is based from dealings with the Investor.\nThe undersigned further understands, warrants and agrees that:\n1. Nothing contained in the Confidential Information should be construed as a representation by any person as to the current condition or future performance of the Property. The Confidential Information speaks as of the date thereof and should not be deemed to imply that there has been no change in the condition of the Property since that date. Financial projections, if any, are provided for general reference purposes only, as they are based in part on assumptions about the general economy, competition, and other factors beyond the control of the Owner. Therefore, due to inherent limitations involved in predicting future events, actual cash flows, income and expense will differ from projections and/or from financial conditions in previous years, and the difference may be material.\n2. Owner has endeavored to include in the Confidential Information those materials which Owner believes to be reliable and relevant for the purpose of the Investor's evaluation of the Property and the Development, but the Investor acknowledges that neither Owner nor any of its agents, representatives, or employees makes any representation or warranty, either express or implied, as to the accuracy or completeness of the Confidential Information.\n3. The Confidential Information is being delivered or made available to the Investor with the understanding that the Investor will independently investigate all matters that the undersigned deems appropriate in evaluating the Property and the proposed Development.\n4. The extent and irreparable nature of the damages that may result from a breach of this Agreement may make Owner\u2019s legal remedies for such a breach inadequate. Therefore, in the event of such breach or threatened breach of this Agreement, Owner shall be entitled to appropriate injunctive relief without proof of actual damages, in addition, and not in substitution for, any other remedy Owner may have.\n5. All written Confidential Information and any copies thereof in the Investor's possession or the possession of the Investor's employees or agents, including, without limitation, that portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for the Investor, shall be returned to Owner promptly upon its request. All unwritten Confidential Information shall be held by the Investor and kept strictly confidential by the Investor and its employees, representatives, and agents pursuant to the terms of this Agreement in perpetuity.\n6. This Agreement will be governed by the laws of the State of Michigan; and in the event of any suit or action or appeal therefrom to enforce this Agreement, the prevailing party shall be entitled to an award of its costs and attorney's fees.\n7. Each person executing this Agreement in a representative capacity represents and warrants that he and/or she is authorized to sign this Agreement on behalf of the entity set forth below.\n8. The Investor acknowledges that the Confidential Information would not have been furnished to the undersigned in the absence of this Agreement.\nNotwithstanding the foregoing, the following will not constitute Confidential Information for purposes of this Agreement: (i) information that has become generally available to the public other than as a result of a disclosure by or through the Investor or its employees, representatives, and agents; (ii) information that was available to the Investor on a non-confidential basis prior to its disclosure to the undersigned by the Owner; and (iii) information that becomes available to the Investor from a source not subject, to the best knowledge of the Investor after due inquiry, to any prohibition against disclosing the information to the undersigned. Undersigned acknowledges that the location of the Property is Confidential Information.\nBrokers may not obtain the Confidential Information without first obtaining the signature of a qualified Prospective Investor.\nPROSPECTIVE INVESTOR Telephone: 480-367-9090\nFax: 480-367-9191\n________________________________\nCompany Name\nBy: _____________________________\nPrint Name: ______________________\nTitle: ____________________________\nAddress: _________________________\n_________________________________\nTelephone: _______________________\nFacsimile: ________________________\nE-Mail Address: ___________________\nKindly return the executed copy to:\nSteven A Fried, Ltd.\nSAF Investments\nSteven Fried\nRonald Fried\nCarissa DeLucia\nPO Box 6166\n", - "spans": [ - [ - 0, - 54 - ], - [ - 55, - 139 - ], - [ - 139, - 341 - ], - [ - 341, - 757 - ], - [ - 758, - 1047 - ], - [ - 1048, - 1125 - ], - [ - 1126, - 1145 - ], - [ - 1145, - 1613 - ], - [ - 1613, - 2046 - ], - [ - 2046, - 2243 - ], - [ - 2243, - 2387 - ], - [ - 2388, - 2410 - ], - [ - 2410, - 2537 - ], - [ - 2537, - 2911 - ], - [ - 2912, - 2932 - ], - [ - 2932, - 3298 - ], - [ - 3298, - 3683 - ], - [ - 3684, - 3746 - ], - [ - 3747, - 3921 - ], - [ - 3921, - 4094 - ], - [ - 4094, - 4307 - ], - [ - 4307, - 4538 - ], - [ - 4539, - 4987 - ], - [ - 4988, - 5252 - ], - [ - 5253, - 5415 - ], - [ - 5415, - 5643 - ], - [ - 5643, - 5658 - ], - [ - 5659, - 6043 - ], - [ - 6043, - 6260 - ], - [ - 6261, - 6504 - ], - [ - 6505, - 6694 - ], - [ - 6695, - 6840 - ], - [ - 6841, - 6963 - ], - [ - 6963, - 7142 - ], - [ - 7142, - 7283 - ], - [ - 7283, - 7498 - ], - [ - 7498, - 7585 - ], - [ - 7586, - 7712 - ], - [ - 7713, - 7757 - ], - [ - 7758, - 7775 - ], - [ - 7776, - 7808 - ], - [ - 7809, - 7821 - ], - [ - 7822, - 7826 - ], - [ - 7826, - 7855 - ], - [ - 7856, - 7868 - ], - [ - 7868, - 7890 - ], - [ - 7891, - 7898 - ], - [ - 7898, - 7926 - ], - [ - 7927, - 7936 - ], - [ - 7936, - 7961 - ], - [ - 7962, - 7995 - ], - [ - 7996, - 8007 - ], - [ - 8007, - 8030 - ], - [ - 8031, - 8042 - ], - [ - 8042, - 8066 - ], - [ - 8067, - 8083 - ], - [ - 8083, - 8102 - ], - [ - 8103, - 8138 - ], - [ - 8139, - 8159 - ], - [ - 8160, - 8175 - ], - [ - 8176, - 8188 - ], - [ - 8189, - 8201 - ], - [ - 8202, - 8217 - ], - [ - 8218, - 8229 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3, - 36 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 3 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 7, - 13 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 32, - 35 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4, - 12 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.safinvestaz.com/assets/pdfs/Confidentiality.pdf" - }, - { - "id": 79, - "file_name": "Confidentiality_and_Non-Disclosure_Agreement.pdf", - "text": "Confidentiality and Non-Disclosure Agreement\nThis Confidentiality and Non-Disclosure Agreement (\"Agreement\") is made and entered into this __ day of __________, 2016 (\"Effective Date\") by CiF Lab Solutions LP (\"CIF\"), having its principal place of business at 53 Courtland Ave., Vaughan, ON, L4K 3T2.\nWHEREAS, CIF desires to allow Dealer access to CIF's website to enable Dealer to easily and efficiently obtain information and specifications regarding CIF's products, and Dealer desires to obtain such access and information to enable it to more effectively market and sell CIF products; and\nWHEREAS, CIF is willing to provide such access and information to Dealer and Dealer is willing to receive such access and information subject to the terms and conditions contained herein.\nNOW, THEREFORE, in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n1. Confidential Information. The term \"Confidential Information\" shall mean and include that technical and non-technical information disclosed by CIF to Dealer relating to: (a) CIF's website, information system, and related software and discs, and any data and information contained therein, (b) information and specifications on CIF's products, and their design, cost, manufacture, marketing, and sale, and (c) the existence, terms and subject matter of this Agreement. Confidential Information shall not include information that: (i) is in or enters the public domain through no improper action or inaction by Dealer, or (ii) was in Dealers possession or known by Dealer prior to receipt from CIF, or (iii) is rightfully disclosed by Dealer by a third party, or (iv) is approved for disclosure in writing by CIF for release by Dealer or (v) is developed by Dealer without reference to the Confidential Information, or (vi) is required to be disclosed by Dealer in compliance with applicable laws or court order.\n2. Nondisclosure. Dealer shall not distribute, disseminate, publish or disclose the Confidential Information to any person, or entity not employed or retained by Dealer or the use of the Confidential Information for any purpose other than to further the marketing and sale of CIF products. Dealer will disclose the Confidential Information only to those individuals employed by Dealer who need to know such Confidential Information.\n3. Term. The parties agree that the foregoing obligations of confidentiality and non-disclosure shall terminate five (5) years from the Effective Date of this Agreement.\n4. Ownership/Return of Confidential Information. Dealer agrees and acknowledges that the Confidential Information is the property of CIF, and upon termination of this Agreement all rights to the use and ownership of the Confidential Information shall be retained exclusively by CIF. In the event that CIF requests that Dealer return any of its Confidential Information, Dealer agrees to return all of the Confidential Information delivered to it, and each copy or duplicate thereof, within thirty (30) days of the date of the request thereof.\n5. Miscellaneous.\n(a) Entire Agreement. This Agreement supersedes all prior and contemporaneous negotiations, agreements, discussions and writings and constitutes the entire Agreement between the parties with respect to subject matter hereof.\n(b) Modification. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right hereunder will be deemed a waiver.\n(c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.\n(d) Notice. Any notice required or permitted under this Agreement shall be in writing and shall be delivered and deemed received as follows: (i) by personal delivery or by facsimile (with electronic confirmation) during the recipient\u2019s normal business hours, in which case it shall be deemed received at the time of such delivery or facsimile as the case may be; (ii) by certified or registered mail, in which case it shall be deemed received on the date such return receipt is signed; or (iii) by prepaid nationally recognized overnight courier by next day delivery, in which case it shall be deemed received on the day following the date of deposit with such courier. Any such notice shall be addressed to the parties at the following addresses (or at such other address as either party shall specify to the other by notice given pursuant to this Section):\nIf to CIF: CiF Lab Solutions LP\n53 Courtland Ave.\nVaughan, ON L4K 3T2\nAttention: General Manager\nFacsimile: (905) 738-6537\n(e) Binding Effect/Assignment/Benefits. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Dealer shall not assign this Agreement without the express written permission of CIF.Expect as otherwise provided herein, nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.\n(f) Time of Essence. Time is of the essence as to all of the terms of this Agreement.\n(g) Governing Law. This Agreement, and all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of action) shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.\n(h) Waiver. The waiver of either party hereto of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.\n(i) Severability. The provisions of this Agreement shall be deemed severable from each other, and, if for any reason any section, clause, provision or part thereof is found to be illegal, invalid, unenforceable, or inoperative, such section, clause or provision or part thereof shall not affect the validity or enforceability of any other section, clause, provision or part thereof.\n(j) Enforcement. Should any legal proceedings be commenced to secure or enforce any right under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees and costs, in addition to all other relief to which the prevailing party may be entitled at law or in equity.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above.\nCIF LAB SOLUTIONS (\u201cCIF\u201d), _____________________________\nDealer\nBy: By:\nTitle: Title:\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 300 - ], - [ - 301, - 592 - ], - [ - 593, - 780 - ], - [ - 781, - 1008 - ], - [ - 1009, - 1038 - ], - [ - 1038, - 1182 - ], - [ - 1182, - 1301 - ], - [ - 1301, - 1417 - ], - [ - 1417, - 1480 - ], - [ - 1480, - 1541 - ], - [ - 1541, - 1632 - ], - [ - 1632, - 1712 - ], - [ - 1712, - 1773 - ], - [ - 1773, - 1848 - ], - [ - 1848, - 1929 - ], - [ - 1929, - 2022 - ], - [ - 2023, - 2041 - ], - [ - 2041, - 2313 - ], - [ - 2313, - 2455 - ], - [ - 2456, - 2465 - ], - [ - 2465, - 2625 - ], - [ - 2626, - 2675 - ], - [ - 2675, - 2909 - ], - [ - 2909, - 3168 - ], - [ - 3169, - 3186 - ], - [ - 3187, - 3209 - ], - [ - 3209, - 3411 - ], - [ - 3412, - 3430 - ], - [ - 3430, - 3673 - ], - [ - 3674, - 3692 - ], - [ - 3692, - 3852 - ], - [ - 3853, - 3865 - ], - [ - 3865, - 3994 - ], - [ - 3994, - 4216 - ], - [ - 4216, - 4342 - ], - [ - 4342, - 4523 - ], - [ - 4523, - 4711 - ], - [ - 4712, - 4743 - ], - [ - 4744, - 4761 - ], - [ - 4762, - 4781 - ], - [ - 4782, - 4808 - ], - [ - 4809, - 4820 - ], - [ - 4820, - 4834 - ], - [ - 4835, - 4875 - ], - [ - 4875, - 5020 - ], - [ - 5020, - 5105 - ], - [ - 5105, - 5395 - ], - [ - 5396, - 5417 - ], - [ - 5417, - 5481 - ], - [ - 5482, - 5501 - ], - [ - 5501, - 5781 - ], - [ - 5782, - 5794 - ], - [ - 5794, - 5993 - ], - [ - 5993, - 6143 - ], - [ - 6144, - 6162 - ], - [ - 6162, - 6526 - ], - [ - 6527, - 6544 - ], - [ - 6544, - 6859 - ], - [ - 6860, - 6972 - ], - [ - 6973, - 7000 - ], - [ - 7000, - 7029 - ], - [ - 7030, - 7036 - ], - [ - 7037, - 7044 - ], - [ - 7045, - 7058 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22, - 23 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 6, - 9 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6, - 7, - 8 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 15 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 18, - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://cifsolutions.com/wp-content/uploads/2017/02/Confidentiality_and_Non-Disclosure_Agreement.pdf" - }, - { - "id": 81, - "file_name": "clearcenter-rnda.pdf", - "text": "RECIPROCAL NON-DISCLOSURE AGREEMENT\nThis Corporate Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into and made effective as of the date set forth below, by and between ClearCenter, Corp. and the Participant, as identified below, and its affiliates / worldwide subsidiaries (the \"Participant\").\nTHE PARTIES AGREE AS FOLLOWS:\n1. Confidential Information. The confidential, proprietary and trade secret information of the disclosing party (\u201cConfidential Information\u201d) to be disclosed hereunder is (i) information in tangible form that bears a \u201cconfidential,\u201d \u201cproprietary,\u201d \u201csecret,\u201d or similar legend, and (ii) discussions relating to that information whether those discussions occur prior to, concurrent with, or following disclosure of the information. The disclosing party shall make reasonable efforts to mark its confidential information in tangible form with any of the aforementioned legends prior to disclosure. However, the disclosing party\u2019s information in tangible form that does not bear any of these legends, and discussions relating to that information, shall nevertheless be protected hereunder as Confidential Information, if the receiving party knew, or should have reasonably known under the circumstances, that the information was confidential and had been communicated to it in confidence.\n2. Obligations of Receiving Party. The receiving party will maintain the confidentiality of the Confidential Information of the disclosing party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party\u2019s Confidential Information to any employees or to any third parties except to the receiving party\u2019s employees, parent company, affiliates and subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein; provided that the receiving party will be liable for breach by any such entity. For the purposes of this Agreement, the term \"employees\" shall include independent contractors of each party. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company, affiliates and subsidiaries with a need to know. Any copies, which are made, will be identified as belonging to the disclosing party and marked \"confidential\", \"proprietary\" or with a similar legend.\n3. Termination of Obligation of Confidentiality. The confidentiality obligations set forth in this Agreement shall bind the Parties for a period of five (5) years from the date of disclosure of Confidential Information, unless any of the exceptions set forth in Section 4 below occurs.\n4. Exceptions to the Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential Information which is:\n(a) generally made available publicly or to third parties by the disclosing party without restriction on disclosure;\n(b) rightfully received from a third party without any obligation of confidentiality;\n(c) rightfully known to the receiving party without any limitation on disclosure prior to its receipt from the disclosing party;\n(d) independently developed by employees and / or independent contactors of the receiving party; or\n(e) required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order.\n5. Title. Title or the right to possess Confidential Information as between the parties will remain in the disclosing party.\n6. No Obligation of Disclosure; Termination. Neither party has any obligation to disclose Confidential Information to the other. Either party may terminate this Agreement at any time without cause upon written notice to the other party; provided that each party\u2019s obligations with respect to Confidential Information disclosed during the term of this Agreement will survive any such termination. Either party may, at any time: (a) cease giving Confidential Information to the other party without any liability, and/or (b) request in writing the return or destruction of all or part of its Confidential Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance.\n7. General.\n(a) This Agreement is neither intended to nor will it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.\n(b) Both parties understand and acknowledge that no license under any copyrights, trademarks, or maskworks is granted to or conferred upon either party in this Agreement or by the disclosure of any Confidential Information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing.\n(c) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.\n(d) This Agreement will be governed by the laws of the State of Utah without reference to conflict of laws principles, if any.\n(e) This Agreement constitutes the sole and entire agreement between the parties with respect to the Confidential Information and all restrictions thereon; it supersedes any and all prior or contemporaneous oral or written agreements, negotiations, communications, understandings and terms, whether express or implied regarding the Confidential Information, and may not be amended except in a writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, will not be affected by this Agreement.\n(f) The disclosing party disclaims all warranties regarding all Confidential Information disclosed pursuant to this Agreement, including all warranties as to the accuracy or utility of such Confidential Information.\nAGREED:\nClearCenter, Corp.: Participant Entity:\nSignature: _______________________________ Signature: _______________________________\nName: _______________________________ Name: _______________________________\nTitle: _______________________________ Title: _______________________________\nDate: _______________________________ Date: _______________________________\nName and Title (please type or print) Name and Title (please type or print)\n", - "spans": [ - [ - 0, - 35 - ], - [ - 36, - 297 - ], - [ - 298, - 327 - ], - [ - 328, - 357 - ], - [ - 357, - 498 - ], - [ - 498, - 608 - ], - [ - 608, - 757 - ], - [ - 757, - 922 - ], - [ - 922, - 1311 - ], - [ - 1312, - 1347 - ], - [ - 1347, - 1639 - ], - [ - 1639, - 2063 - ], - [ - 2063, - 2173 - ], - [ - 2173, - 2389 - ], - [ - 2389, - 2539 - ], - [ - 2540, - 2589 - ], - [ - 2589, - 2825 - ], - [ - 2826, - 2878 - ], - [ - 2878, - 2977 - ], - [ - 2978, - 3094 - ], - [ - 3095, - 3180 - ], - [ - 3181, - 3309 - ], - [ - 3310, - 3409 - ], - [ - 3410, - 3694 - ], - [ - 3695, - 3705 - ], - [ - 3705, - 3819 - ], - [ - 3820, - 3865 - ], - [ - 3865, - 3949 - ], - [ - 3949, - 4216 - ], - [ - 4216, - 4247 - ], - [ - 4247, - 4338 - ], - [ - 4338, - 4582 - ], - [ - 4583, - 4594 - ], - [ - 4595, - 4856 - ], - [ - 4857, - 5300 - ], - [ - 5301, - 5553 - ], - [ - 5554, - 5680 - ], - [ - 5681, - 6152 - ], - [ - 6152, - 6270 - ], - [ - 6271, - 6486 - ], - [ - 6487, - 6494 - ], - [ - 6495, - 6534 - ], - [ - 6535, - 6546 - ], - [ - 6546, - 6578 - ], - [ - 6578, - 6589 - ], - [ - 6589, - 6620 - ], - [ - 6621, - 6627 - ], - [ - 6627, - 6659 - ], - [ - 6659, - 6665 - ], - [ - 6665, - 6696 - ], - [ - 6697, - 6704 - ], - [ - 6704, - 6736 - ], - [ - 6736, - 6743 - ], - [ - 6743, - 6774 - ], - [ - 6775, - 6781 - ], - [ - 6781, - 6813 - ], - [ - 6813, - 6819 - ], - [ - 6819, - 6850 - ], - [ - 6851, - 6926 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25, - 34 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 4, - 5, - 6, - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 22 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4, - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11, - 12 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18, - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://clearos.com/images/media_center/clear-center-legal/clearcenter-rnda.pdf" - }, - { - "id": 82, - "file_name": "confagree.pdf", - "text": "CONFIDENTIALITY AGREEMENT\nRe: (Enter Business Name) (\u201cthe Business\u201d)\nand\n(Enter Recipients name) (\u201cthe Recipient\u201d)\n1. UNDERTAKING\nIn consideration of our Agreement to supply to you certain written or oral information relating to the Business and entering into discussions relating to the sale of the Business to you (howsoever structured), you the Recipient hereby undertake to us, the Vendor for our benefit and that of the Business, except to the extent that we have given prior written consent, whether or not negotiations for the sale of the Business proceed, that you:\n1.1 shall keep secret and confidential our discussions and any information about the Business supplied to you or your advisers by us or by our advisers, whether before or after this Agreement and any analyses or other documents which may be made or prepared by you which contain or otherwise reflect such information or your review of or interest in the Business (\u201cConfidential Information\u201d), and not disclose to any third party any Confidential Information (except such information which comes into the public domain other than as a result of the disclosure by you or by your employees, agents or advisers who need to know such information for the purpose of evaluating whether or not, and on what terms, you might proceed with the proposed purchase);\n1.2 shall not use any Confidential Information for your own purposes or to obtain a commercial, trading or other advantage, but shall use such Confidential Information for the sole purpose of evaluating and negotiating the proposed sale of the Business, and, save as set out above, shall not permit any Confidential Information to go out of your possession, custody or control;\n1.3 1.3.1 shall, in connection with the possible sale of the Business, make contact only with Mergers & Acquisitions and not with any other person or persons including our officers, employees or advisers unless otherwise instructed; and\n1.3.2 shall not discuss with any of our suppliers, customers or sub-contractors, or with any of our officers, employees, agents or advisers, your possible interest in the Business or any aspects of its business or trading relationships;\n1.4 shall not make any announcement or any disclosure, or otherwise publicise, your possible interest in the Business, or of any negotiations with respect thereto;\n1.5 shall procure that your employees, agents and advisers, or any other party acting on your instructions to whom disclosure of Confidential Information is to be made, agree before such disclosure to be bound by the terms of this letter as if they were parties hereto;\n1.6 shall, immediately upon written request from us, or without such request if you cease to be interested in purchasing the Business, return to us all written Confidential Information and expunge any Confidential Information from any computer, word processor or other similar device in your possession or under your custody or control, without keeping any copies, extracts or other reproductions thereof, and either return to us or destroy (such destruction to be certified in writing by you or a senior employee of yours who has supervised such destruction) all notes and memoranda prepared by you, your employees, agents or advisers, and any copies thereof relating to any of the Confidential Information or the negotiations concerning the proposed sale of the Business;\n1.7 shall not, and shall procure that any associated company of yours shall not, employ, seek to employ, or solicit any person employed by us or the Business or who holds or otherwise has access to Confidential Information either at the date of this Agreement or at any time during negotiations for the sale of the Business or during the period of twelve months from the date of this Agreement.\n2. ACKNOWLEDGEMENT AND CONFIRMATION\nYou acknowledge and confirm as follows:\n2.1 that you are acting as a principal on your own account and not with a view to the resale of the Business; and\n2.2 you agree that our rights under this Agreement may be assigned in whole or in part to any purchaser of the Business, which may enforce this Agreement to the same extent and in the same manner as we can enforce it;\n2.3 no failure or delay by us in exercising any of our rights, powers, or privileges, nor any single or partial exercise thereof, shall preclude any further exercise of them;\n2.4 the provisions of this Agreement shall continue in effect notwithstanding any decision not to proceed with any possible transaction relating to the Business or any return or destruction of the Confidential Information.\n2.5 This agreement shall expire two years from the date of execution.\nAny agreement created by acceptance of this Confidential Information shall be governed by and construed in accordance with the laws of (Enter State) and you hereby submit to the exclusive jurisdiction of the Courts of (Enter State) in relation thereto.\nIf the party to this agreement is a company the person signing this agreement on behalf of the company hereby agrees in consideration of the information being provided to the company at their request to personally guarantee the performance of the company of its obligations hereunder which guarantee shall be a primary obligation. Please indicate your acceptance of the above by signing in the space provided below.\nSIGNED FOR AND ON BEHALF OF THE VENDOR:\nName:\nSigned:\nDate:\nSIGNED FOR AND ON BEHALF OF THE RECIPIENT:\nName:\nSigned Witness: _____________________\nTitle:\nName:\nSigned Witness:\nTitle:\nCompany:\nAddress:\nDate:\nPLEASE NOTE: It is the recipients responsibility to return the Confidential Information Memorandum to Mergers & Acquisitions as per Paragraph 1.6.\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 68 - ], - [ - 69, - 72 - ], - [ - 73, - 114 - ], - [ - 115, - 129 - ], - [ - 130, - 573 - ], - [ - 574, - 1326 - ], - [ - 1327, - 1704 - ], - [ - 1705, - 1941 - ], - [ - 1942, - 2178 - ], - [ - 2179, - 2342 - ], - [ - 2343, - 2612 - ], - [ - 2613, - 3386 - ], - [ - 3387, - 3781 - ], - [ - 3782, - 3817 - ], - [ - 3818, - 3857 - ], - [ - 3858, - 3971 - ], - [ - 3972, - 4189 - ], - [ - 4190, - 4364 - ], - [ - 4365, - 4587 - ], - [ - 4588, - 4592 - ], - [ - 4592, - 4657 - ], - [ - 4658, - 4910 - ], - [ - 4911, - 5242 - ], - [ - 5242, - 5326 - ], - [ - 5327, - 5366 - ], - [ - 5367, - 5372 - ], - [ - 5373, - 5380 - ], - [ - 5381, - 5386 - ], - [ - 5387, - 5429 - ], - [ - 5430, - 5435 - ], - [ - 5436, - 5452 - ], - [ - 5452, - 5473 - ], - [ - 5474, - 5480 - ], - [ - 5481, - 5486 - ], - [ - 5487, - 5502 - ], - [ - 5503, - 5509 - ], - [ - 5510, - 5518 - ], - [ - 5519, - 5527 - ], - [ - 5528, - 5533 - ], - [ - 5534, - 5680 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 5, - 12 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 5, - 10 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 5, - 12 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 5, - 13 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5, - 6 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5, - 6 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 5, - 7 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://hannaford.com.au/mergers/confagree.pdf" - }, - { - "id": 152, - "file_name": "MNDA.pdf", - "text": "NON-DISCLOSURE AND NON-ANALYSIS AGREEMENT\nAdd-X Biotech AB located at the address Klangf\u00e4rgsgatan 16, SE-426 52 V\u00e4stra Fr\u00f6lunda, Sweden, and its appointed representative, Anders Lumberg, and Green Club Inc., located at the address 502-100 Adelaide St. West, Toronto, Ontario,Canada and its appointed representative, Earl Chapman, have entered into following agreement.\nBackground\nAdd-X Biotech AB and \u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. have been discussing the possibility of a future business relationship concerning the Project (as defined below.) In order to facilitate the further discussion, the parties have agreed to disclose confidential information and to perform certain tests relating to the AddiFlex material. To preserve the high value of the information and the material, the parties have agreed that the following agreement shall govern the confidentiality of the information and the tests.\n1. Each party may disclose to the other party confidential and/or proprietary information (hereinafter \u201cthe Information\u201d) including but not limited to trade secrets, business practices and customer information. It is understood and agreed that these disclosures are made for the exclusive purpose of furthering the receiving party\u2019s information about a possible business relationship concerning the AddiFlex\u00ae project (hereinafter \u201cthe Project\u201d)\n2. All Information identified as confidential and disclosed there under shall remain the sole property of the disclosing party, and the receiving party shall have no interest in or rights thereto except as set forth herein.\n3. When receiving the Information each party agrees to maintain all such Information in strict confidence and to use at least the same measures to protect the same as that party uses to protect its own confidential information, including but not limited to:\n\uf0b7 restricting the information\u2019s availability to employees, agents or consultants of the receiving party with a need to know, and making such disclosure only after they have agreed to abide by the terms and conditions of this Agreement,\n\uf0b7 prohibiting duplication of any such information without the prior written consent of the disclosing party, and\n\uf0b7 taking all necessary and reasonable precautions to prevent unauthorised disclosure.\n4. With respect to the obligations of the receiving party to the protection and use of the Information, no obligations shall be imposed upon the receiving party with respect to any portion of said Information, which the receiving party can show\n(a) corresponds in substance to Information in the receiving party\u2019s possession, in written or recorded forms, prior to the receiving party\u2019s receipt of the same Information from the disclosing party; or\n(b) at the time of disclosure is, or thereafter becomes through no act or failure to act on the part of the receiving party, part of the public domain by publication or otherwise or\n(c) that it is required to disclose to the minimum extent required to do so by any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body.\n5. The parties each agree not to undertake or have undertaken any analysis on the products or the technology supplied by the other parties to determine structure or composition or otherwise to perform tests not authorised by other party without the prior written consent of the other party. Test procedures shall be mutually agreed prior to testing.\n6. The parties agree to disclose to each other, the results of the tests performed in connection with the Project. The parties each agree to take all appropriate steps to maintain and protect the confidential nature of the results. It is explicitly agreed that the composition of the material AddiFlex as well as the manufacturing process used to produce AddiFlex shall not be the subject of any test and that all information relating to the composition and manufacture of AddiFlex shall remain the exclusive property of Add-X Biotech AB\n7. Both parties may only make such copies as are strictly necessary for the purposes identified in 1. above and for disclosures that are not in breach of this agreement. All copies will clearly be marked as confidential.\n7.1 On the written request of either party the other will supply to the requester a list showing to the extent practical: -\n7.1.1 where copies that have been supplied are held;\n7.1.2 copies that have been made by the other party and where they are held; and\n7.1.3 the names and addresses of the people to whom Information has been disclosed and a copy of the confidentiality undertakings signed by them complying with the provisions of this agreement.\n8. All products and any residue thereof remaining after the tests are completed shall returned to the disclosing party no later than one hundred twenty (120) days from the effective date shown above, or shall be destroyed by the receiving party.\n9. Both parties will indemnify each other and keep the other harmless against all costs, losses or expenses resulting from any breach or non-performance of any of their obligations under this agreement.\n10. Neither party shall make or permit others to make any reference to the subject matter of the Agreement, or the Information or use the name of the other party in any public announcements, promotional, marketing or sales materials or efforts without the prior written consent of the other party and such consent shall not be unreasonably withheld or delayed.\n 11. This document states the entire Agreement between the parties with respect to its subject\nmatter and supersedes all prior agreements and representations of the parties, oral or written, and may only be amended in writing when signed by duly authorised representatives of both parties.\n12. This agreement cover all Information exchanged between the parties relating to the Project, including any Information that may have been disclosed prior to signing of the agreement. The agreement and the obligation of confidentiality shall remain in force for a period of ten (10) years after the date of the last disclosure of Information,\n13. Any dispute in relation to this Agreement shall be resolved by the common court of the country of the first defendant, i.e. if suit is first brought by Add-X Biotech the dispute including all counterclaims shall be resolved by \u2026\u2026\u2026\u2026\u2026\u2026. courts applying \u2026\u2026\u2026\u2026\u2026. law and if suit is first brought by \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. the dispute including all counterclaims shall be resolved by Canadian courts applying Canadian law.\nIn witness whereof, the undersigned has caused this Agreement to be executed on its behalf by representatives empowered to bind the part with respect to the undertaking and obligations contained herein. This Agreement is made effective by the latest date of acceptance by either party as indicated below.\nDate__________________________ Date __________________________\n __________________________ ___________________________\nEarl Chapman /\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026../\nGreen Club Inc. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nExecutive Director\n", - "spans": [ - [ - 0, - 41 - ], - [ - 42, - 368 - ], - [ - 369, - 379 - ], - [ - 380, - 530 - ], - [ - 530, - 702 - ], - [ - 702, - 885 - ], - [ - 886, - 1097 - ], - [ - 1097, - 1330 - ], - [ - 1331, - 1554 - ], - [ - 1555, - 1812 - ], - [ - 1813, - 2048 - ], - [ - 2049, - 2161 - ], - [ - 2162, - 2247 - ], - [ - 2248, - 2492 - ], - [ - 2493, - 2696 - ], - [ - 2697, - 2878 - ], - [ - 2879, - 3066 - ], - [ - 3067, - 3358 - ], - [ - 3358, - 3416 - ], - [ - 3417, - 3532 - ], - [ - 3532, - 3649 - ], - [ - 3649, - 3954 - ], - [ - 3955, - 4057 - ], - [ - 4057, - 4125 - ], - [ - 4125, - 4175 - ], - [ - 4176, - 4180 - ], - [ - 4180, - 4299 - ], - [ - 4300, - 4352 - ], - [ - 4353, - 4433 - ], - [ - 4434, - 4627 - ], - [ - 4628, - 4873 - ], - [ - 4874, - 5076 - ], - [ - 5077, - 5437 - ], - [ - 5438, - 5439 - ], - [ - 5439, - 5532 - ], - [ - 5533, - 5727 - ], - [ - 5728, - 5914 - ], - [ - 5914, - 6072 - ], - [ - 6073, - 6481 - ], - [ - 6482, - 6685 - ], - [ - 6685, - 6786 - ], - [ - 6787, - 6818 - ], - [ - 6818, - 6823 - ], - [ - 6823, - 6849 - ], - [ - 6850, - 6851 - ], - [ - 6851, - 6878 - ], - [ - 6878, - 6905 - ], - [ - 6906, - 6931 - ], - [ - 6932, - 6962 - ], - [ - 6963, - 6981 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 8, - 21 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 22, - 23 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.greenclubinc.com/powerpoint/MNDA.pdf" - }, - { - "id": 205, - "file_name": "NDA-No-Reservations-Layer-8-Security.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAGREEMENT\u201d) IS MADE AND ENTERED INTO BY NO RESERVATIONS PTY. LTD., AND THE ENTITY THAT IS IDENTIFIED BELOW.\nNO RESERVATIONS PTY. LTD, and its trading names and AND _ ______________ and its trading names and subsidiaries , subsidiaries (also referred \u201cLayer 8 Security\u201d) (\u201cCompany\u201d)\nAddress: No Reservations Pty. Ltd. Address:\n60 \u2013 62 Merluna Road\nPark Ridge South\nQueensland, 4125\nPhone: +61413 743 433 Phone:\nAgreed for and on behalf of No Reservations Pty. Ltd.: Agreed for and on behalf of Company:\nName : Robert de Haan Name :\nTitle : Director Title :\nEffective Date Date :\nSignature : Signature :\nRECITALS\nA. EACH PARTY ENVISAGES PROVIDING CERTAIN INFORMATION TO THE OTHER PARTY FOR THE FOLLOWING DISCLOSURE PURPOSE(S): A POTENTIAL BUSINESS RELATIONSHIP;\nB. EACH PARTY HAS AGREED THAT DISCLOSURES OF INFORMATION BETWEEN THE PARTIES SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.\n1. CONFIDENTIAL INFORMATION AND EXCLUDED INFORMATION\n1.1. \u201cConfidential Information\u201d shall mean information that is revealed by or obtained through a party (whether in writing, orally or by any other means) (a \u201cDisclosing Party\u201d) to the other (a \u201cReceiving Party\u201d) including, without limitation, (i) all forms and types of financial, business, scientific, technical, economic, or engineering information including, for example, pricing, strategies, studies, assessments, plans, compilations, program devices, formulae, designs, methods, techniques, processes, procedures, programs, or codes and any information directly relating to the integrity or security of computer networks or systems; (ii) information traditionally recognized as trade secrets; (iii) all data and information about a party\u2019s customers (current, former or prospective) and Employees and Advisors (as such terms are defined below); (iv) the terms and conditions of this Agreement (including, without limitation, the Disclosure Purpose); and (v) all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing.\n1.2. The confidentiality obligations set forth under this Agreement do not extend to Excluded Information. For the purposes of this Agreement, \u201cExcluded Information\u201d means information that the Receiving Party can demonstrate (i) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (ii) became publicly available through no act or omission of the Receiving Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was developed at any time by the Receiving Party independent of the Disclosing Party\u2019s Confidential Information.\n2. RESTRICTED USE\n2.1. The Receiving Party must keep Confidential Information under its control, establish and maintain adequate security measures to safeguard Confidential Information and shall treat the Disclosing Party\u2019s Confidential Information with at least the same degree of care as it protects its own confidential and proprietary information of a similar nature but, in any event, with no less than a reasonable degree of care. The Receiving Party shall only use the Confidential Information for the Disclosure Purpose.\n2.2. The Receiving Party shall not disclose, duplicate, transmit or otherwise disseminate in any manner the Disclosing Party\u2019s Confidential Information, except to the Receiving Party\u2019s officers, directors and employees (collectively \u201cEmployees\u201d), and the Receiving Party\u2019s agents, contractors and advisors (including, without limitation, financial advisors, legal advisors, auditors and accountants) retained by the Receiving Party (collectively \u201cAdvisors\u201d). All such persons receiving Confidential Information shall have a need to know and shall be bound by professional duty or in writing (in advance) to confidentiality and non-use obligations at least as protective of such information as this Agreement. The Receiving Party shall be liable to the Disclosing Party in the event that any of its Employees or Advisors breach such obligations, and upon the Disclosing Party\u2019s request, the Receiving Party shall promptly provide documentary proof of its compliance with the immediately preceding sentence.\n2.3. Each party may only make as many copies of Confidential Information as are reasonably necessary for its permitted use under the terms hereof, and each such copy will be marked with the same proprietary notices, indicia and legends that appear on the originals.\n2.4. In the event that the Receiving Party is required to disclose Confidential Information to comply with an order of a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, such party shall, to the extent permitted by law and as soon as reasonably practicable under the circumstances, inform the Disclosing Party to allow it an adequate opportunity to object to the disclosure order or to take such other actions as are necessary to preserve the confidentiality of the information. The Receiving Party shall cooperate with the Disclosing Party in such party\u2019s reasonable efforts to limit the disclosure by means of a protective order or a request for confidential treatment.\n3. INTELLECTUAL PROPERTY RIGHTS, CURRENT OR FUTURE DEVELOPMENTS\n3.1. As between the Disclosing Party and the Receiving Party, Confidential Information and all applicable intellectual property rights embodied in the Confidential Information shall remain the sole property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any rights to the Receiving Party or any of its Employees or Advisors, by license or otherwise, to any of the Disclosing Party's Confidential Information, except to the extent as expressly stated in this Agreement.\n3.2. The Disclosing Party understands that Receiving Party may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Disclosing Party\u2019s Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop products, or have products developed for it that compete with the products, systems or services contemplated by Disclosing Party\u2019s Confidential Information.\n4. WARRANTIES NOR REPRESENTATIONS\n4.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, IN RELATION TO ITS CONFIDENTIAL INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE CONFIDENTIAL INFORMATION FOR A PARTICULAR PURPOSE.\n5. UNAUTHORIZED DISCLOSURE OR USE\n5.1. Each party agrees to advise the other party promptly in writing of any unauthorized misappropriation, disclosure or use by any person of the other party\u2019s Confidential Information which may come to its attention and to take all steps reasonably requested by the disclosing party to limit, stop or otherwise remedy such misappropriation, disclosure or use.\n5.2. The unauthorized disclosure or use of any Confidential Information may cause immediate and irreparable injury to the Disclosing Party which could not be adequately compensated by monetary damages. Each party therefore authorizes the other party to seek any temporary or permanent injunctive relief necessary to prevent such disclosure or use, or threat of disclosure or use.\n6. TERM ; TERMINATION ; EFFECTS OF TERMINATION\n6.1. This Agreement shall become effective on the Effective Date stated above. This Agreement shall continue in force for three (3) years unless earlier terminated in accordance with Section 6.2.\n6.2. Each party may terminate this Agreement at any time, for any reason or no reason, by serving at least fifteen (15) days prior written notice to the other party.\n6.3. Upon expiration or termination of this Agreement the Receiving Party's right to use the Disclosing Party\u2019s Confidential Information ceases and the Receiving Party must, upon the Disclosing Party\u2019s request and at the Receiving Party\u2019s expense, promptly return to the Disclosing Party or permanently destroy all of the Disclosing Party\u2019s Confidential Information in its power, possession or control. Having acknowledged that it, particularly within a networked environment, the return and/or destruction of electronically stored information may be impossible, extremely or otherwise unduly difficult or costly, the immediately preceding sentence is not intended to, and does not obligate the Receiving Party to make extra-ordinary efforts to destroy electronically stored copies of the Confidential Information, provided that, in relation to any such copy that is not destroyed the Receiving Party\u2019s obligations of confidentiality and restricted use shall continue as per the provisions of this Agreement.\n6.4. Notwithstanding Section 6.3, the Receiving Party may retain a reasonable number of copies of the Confidential Information (and any materials embedding the same) (\u201cRetained Copies\u201d) for the sole purpose of (i) satisfying any legal or regulatory requirements regarding record and data retention that the Receiving Party is obligated to comply with; (ii) enforcing this Agreement; and/or (iii) archiving consistent with good business practices and the Receiving Party\u2019s internal policies. For the avoidance of doubt, the Receiving Party\u2019s obligations of confidentiality and restricted use as set forth in this Agreement shall continue in respect of such Retained Copies as per the provisions of this Agreement.\n6.5. Notwithstanding anything else in this Agreement, the Receiving Party\u2019s obligations of confidentiality and restricted use hereunder shall continue in force during the term of this Agreement and shall survive for three (3) years following the expiration or termination of this Agreement or, in the case of trade secrets, until such time as the Confidential Information does not qualify as a trade secret.\n7. GENERAL PROVISIONS\n7.1. Notice. Any notice required or permitted by this Agreement shall be served in writing to Imperva or Company (as applicable) to the attention of \u201cLegal Department\u201d at the notice address indicated above and will be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); or (iii) two (2) days after it is sent if by overnight delivery by a major commercial delivery service. Either party may, by like notice, specify or change an address to which notices and communications shall thereafter be sent.\n7.2. Entire Agreement. Save as expressly stated herein, this Agreement represents the entire understanding between the parties relating to the subject matter hereof and supersedes all previous agreements, understandings or commitments between the parties whether oral or written with respect to the subject matter hereof.\n7.3. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. In the event that any provision of this Agreement is determined to be invalid, unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect.\n7.4. Relationship of the Parties. The parties hereto are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Imperva and Company. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein. This Agreement does not express or imply any commitment on behalf of either party to disclose any particular information to the other party or to purchase or sell goods or services from or to the other party, or to conclude any similar business transaction with the other party.\n7.5. Waiver. A provision of or a right created under this Agreement may not be (i) waived except in a writing executed by the party granting the waiver; or (ii) varied except in a writing duly executed by the parties. No waiver shall be deemed a waiver of any preceding or succeeding breach or right in the same or in any other provision hereof.\n7.6. Assignment. Neither party may assign or otherwise transfer its rights and obligations (in whole or in part) under this Agreement to any person or entity without the other party\u2019s prior written consent, which shall not be unreasonably withheld or delayed; provided that, either party may, without such consent, assign and transfer this Agreement to a successor to substantially all of its business or assets. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns.\n7.7. Governing Law and Jurisdiction. This Agreement is governed by the laws of Queensland (and intended in conjunction with the laws of New South Wales and Victoria; when not in conflict with the laws of Queensland) and the parties agree to submit to the non-exclusive jurisdiction of the courts of Queensland (with consideration of the jurisdiction of the courts of New South Wales).\n- END OF AGREEMENT -\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 132 - ], - [ - 132, - 178 - ], - [ - 179, - 200 - ], - [ - 200, - 341 - ], - [ - 341, - 352 - ], - [ - 353, - 396 - ], - [ - 397, - 417 - ], - [ - 418, - 434 - ], - [ - 435, - 451 - ], - [ - 452, - 474 - ], - [ - 474, - 480 - ], - [ - 481, - 530 - ], - [ - 530, - 536 - ], - [ - 536, - 572 - ], - [ - 573, - 601 - ], - [ - 602, - 626 - ], - [ - 627, - 648 - ], - [ - 649, - 672 - ], - [ - 673, - 681 - ], - [ - 682, - 830 - ], - [ - 831, - 971 - ], - [ - 972, - 1024 - ], - [ - 1025, - 1268 - ], - [ - 1268, - 1663 - ], - [ - 1663, - 1723 - ], - [ - 1723, - 1875 - ], - [ - 1875, - 1984 - ], - [ - 1984, - 2119 - ], - [ - 2120, - 2227 - ], - [ - 2227, - 2345 - ], - [ - 2345, - 2447 - ], - [ - 2447, - 2529 - ], - [ - 2529, - 2632 - ], - [ - 2632, - 2749 - ], - [ - 2750, - 2767 - ], - [ - 2768, - 3187 - ], - [ - 3187, - 3278 - ], - [ - 3279, - 3738 - ], - [ - 3738, - 3988 - ], - [ - 3988, - 4284 - ], - [ - 4285, - 4550 - ], - [ - 4551, - 5077 - ], - [ - 5077, - 5269 - ], - [ - 5270, - 5333 - ], - [ - 5334, - 5566 - ], - [ - 5566, - 5837 - ], - [ - 5838, - 6078 - ], - [ - 6078, - 6362 - ], - [ - 6363, - 6396 - ], - [ - 6397, - 6851 - ], - [ - 6852, - 6885 - ], - [ - 6886, - 7246 - ], - [ - 7247, - 7449 - ], - [ - 7449, - 7626 - ], - [ - 7627, - 7673 - ], - [ - 7674, - 7753 - ], - [ - 7753, - 7869 - ], - [ - 7870, - 8035 - ], - [ - 8036, - 8439 - ], - [ - 8439, - 9044 - ], - [ - 9045, - 9255 - ], - [ - 9255, - 9397 - ], - [ - 9397, - 9435 - ], - [ - 9435, - 9536 - ], - [ - 9536, - 9757 - ], - [ - 9758, - 10165 - ], - [ - 10166, - 10187 - ], - [ - 10188, - 10201 - ], - [ - 10201, - 10420 - ], - [ - 10420, - 10462 - ], - [ - 10462, - 10551 - ], - [ - 10551, - 10652 - ], - [ - 10652, - 10776 - ], - [ - 10777, - 10800 - ], - [ - 10800, - 11098 - ], - [ - 11099, - 11118 - ], - [ - 11118, - 11278 - ], - [ - 11278, - 11616 - ], - [ - 11617, - 11651 - ], - [ - 11651, - 11845 - ], - [ - 11845, - 12031 - ], - [ - 12031, - 12309 - ], - [ - 12310, - 12323 - ], - [ - 12323, - 12389 - ], - [ - 12389, - 12466 - ], - [ - 12466, - 12528 - ], - [ - 12528, - 12655 - ], - [ - 12656, - 12673 - ], - [ - 12673, - 13069 - ], - [ - 13069, - 13202 - ], - [ - 13203, - 13240 - ], - [ - 13240, - 13587 - ], - [ - 13588, - 13608 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Contradiction", - "spans": [ - 60, - 61, - 62, - 63, - 64 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 45, - 46 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 23, - 27 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 23, - 24, - 25, - 26 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 60, - 65, - 66 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 34, - 47 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 60, - 61, - 62, - 63, - 64 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 33, - 47 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 37 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://layer8security.com.au/wp-content/uploads/2016/03/NDA-No-Reservations-Layer-8-Security.pdf" - }, - { - "id": 381, - "file_name": "109261_0000950172-02-002217_los283194.txt", - "text": "NON-DISCLOSURE AND NON-COMPETE AGREEMENT\nNON-DISCLOSURE AND NON-COMPETE AGREEMENT\nThis AGREEMENT (this \"Agreement\"), is made as of October 7, 2002 (the \"Effective Date\"), by and between MERITAGE CORPORATION, a Maryland corporation (\"Meritage\"), MTH-HOMES NEVADA, INC., an Arizona corporation (the \"Company\"), ZENITH NATIONAL INSURANCE CORP., a Delaware corporation (\"Zenith\"), and PERMA-BILT, a Nevada corporation (\"Seller\" and, together with Zenith, \"Selling Parties\").\nR E C I T A L S\nSeller is engaged in homebuilding and home sales operations.\nZenith indirectly owns all of the outstanding shares of capital stock of Seller.\nThe Business will be acquired by the Company pursuant to a Master Transaction Agreement, dated as of October 7, 2002 (the \"Master Agreement\"). Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Master Agreement.\nSelling Parties have intimate knowledge of the business practices of the Business, which, if exploited by Selling Parties in contravention of this Agreement, would seriously, adversely, and irreparably affect the ability of the Company to continue the businesses previously conducted by Seller.\nTo induce the Company to enter into the Master Agreement, Selling Parties have agreed to execute this Agreement.\nIn consideration of the premises, the mutual promises and covenants of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Selling Parties, intending to be legally bound, agree as follows:\n1. Noncompetition.\n(a) For the period beginning on the Effective Date and ending on the * anniversary thereof (the \"Restriction Period\"), neither Selling Parties nor any subsidiary, sister entity, or parent will, directly or indirectly, either as a partner or owner or in any other capacity:\n(i) engage in the homebuilding or home sales business within 100 miles of the Las Vegas metropolitan area (a \"Competing Business\");\n(ii) recruit, hire or discuss employment for a Competing Business with any person who is, or within the six month period preceding the date of such activity was, an employee of the Company or Meritage (other than as a result of a general solicitation for employment); or\n(iii) solicit any customer or supplier of the Company for a Competing Business or otherwise attempt to induce any such customer or supplier to discontinue its relationship with the Company.\n(b) Selling Parties represent to the Company and Meritage, and Selling Parties acknowledge, that:\n(i) they are willing and able to engage in a business that is not a Competing Business;\n(ii) enforcement of the restrictions set forth in this Section 1 would not be unduly burdensome to Selling Parties;\n(iii) the period of time provided for in this Section 1 and the territorial restrictions and other provisions and restrictions set forth herein are reasonable and necessary to protect the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by Perma-Bilt Homes prior to the Effective Date; and\n(iv) damages cannot compensate the Company in the event of a violation of this Section 1, and that if such violation should occur, injunctive relief shall be essential for the protection of the Company and its successors and assigns.\nAccordingly, Selling Parties hereby covenant and agree that, in the event any of the provisions of this Section 1 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. Zenith agrees to pay any and all reasonable costs and expenses, including attorneys' fees, incurred by the Company in enforcing this provision if it is determined that Selling Parties breached this Agreement.\n(c) Selling Parties hereby agree that upon becoming a partner, member, owner or investor of another enterprise or any third-party during the period in which the terms of this Section 1 are in effect, each shall promptly disclose to such new enterprise or third-party the terms of this Section 1, and shall cause such enterprise or third-party to maintain such information in confidence. Selling Parties further agree and authorize the Company to notify others, including customers of the Company and any such future enterprise or third-party to which either Zenith or Seller may become a partner, member, owner or investor, of the terms of this Section 1 and of their obligations hereunder.\n(d) Selling Parties hereby agree that the period of time in which this Section 1 is in effect shall be extended for a period equal to the duration of any breach of this Section 1(a) by Selling Parties.\n(e) Nothing contained in this Agreement shall prohibit Selling Parties or their affiliates or associates, any of their directors, officers or employees, or any of their representatives from investing in stocks, bonds, or other securities of any entity that engages in a Competing Business, provided, however, that in the case of capital stock, such securities are listed on a national securities exchange or traded in the over-the-counter market or registered under Section 12(g) of the Securities Exchange Act of 1934, and such investment does not exceed, in the case of any class of the capital stock of any one issuer, three percent of the issued and outstanding voting power at the time of such investment. In addition, nothing contained herein shall prevent any officer or director of the Selling Parties or their affiliates or associates from serving as a director or trustee of any Competing Business.\n2. Protection of Information. Selling Parties recognize and acknowledge that the Company's trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, proprietary information of the Company, as it exists from time to time (collectively, \"Confidential Information\"), are valuable and unique assets of the Company and therefore agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage. It is understood that Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of an unauthorized disclosure by Selling Parties or that is disclosed by Selling Parties in accordance with the terms of a prior written consent of Meritage. For the purpose of enforcing this provision, the Company may resort to any remedy available to it under the law. In the event that any Selling Party is requested pursuant to, or required by, Applicable Laws, regulation or rules of any securities exchange or by legal process to disclose any Confidential Information or any other information concerning the Company, the Selling Parties agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the Selling Parties with respect to the Company taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 2. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Section 2, Selling Parties shall use their reasonable best efforts to disclose only that portion of any Confidential Information which Selling Parties are advised by counsel is legally required and shall exercise all reasonable efforts to ensure that all Confidential Information so disclosed shall be accorded confidential treatment in accordance with this Section 2.\n3. Severability. In the event that a court of competent jurisdiction determines that the Restriction Period is unenforceable, the Restriction Period shall mean *. Additionally, if any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly.\n4. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.\n5. Injunctive Relief. Selling Parties acknowledge and agree that Meritage and the Company would be irreparably harmed by any violation of Selling Parties' obligations under Sections 1 and 2 hereof and that, in addition to all other rights or remedies available at law or in equity, the Company will be entitled to injunctive and other equitable relief to prevent or enjoin any such violation.\n6. Assignment by Company. Nothing in this Agreement shall preclude Zenith, Seller, Meritage or the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation or entity that assumes this Agreement and all obligations and undertakings hereunder. Upon such consolidation, merger or transfer of assets and assumption, the terms \"Zenith,\" \"Seller,\" \"Meritage\" and \"Company,\" respectively, as used herein shall mean such other corporation or entity, as appropriate, and this Agreement shall continue in full force and effect. For purposes of Sections 1 and 2 hereof, the term \"Company\" shall mean all joint ventures (50% or more owned by Company), subsidiaries and parent companies of Company (whether corporate, partnership or other form), including the subsidiary that operates the Business as a division of Meritage Corporation.\n7. Entire Agreement. This Agreement embodies the complete agreement of the parties hereto with respect to the subject matter hereof and supersedes any prior written, or prior or contemporaneous oral, understandings or agreements between the parties that may have related in any way to the subject matter hereof. This Agreement may be amended only in writing executed by Meritage and Selling Parties.\n8. Governing Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the State of Nevada.\n9. Notice. All notices, consents, and other communications hereunder will be in writing and deemed to have been duly given when (a) delivered by hand, (b) sent by telecopier (with receipt confirmed), or (c) when received by the addressee, if sent by Express Mail, Federal Express, or other express delivery service (with delivery confirmation), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate as to itself by notice to the other):\nIf to the Company: Meritage Corporation\n6613 North Scottsdale Road, Suite 200\nScottsdale, Arizona 85250\nPhone: (480) 998-8700\nFax: (480) 998-9162\nAttention: Chief Financial Officer\nWith a copy to: Snell & Wilmer L.L.P.\nOne Arizona Center\nPhoenix, Arizona 85004-0001\nPhone: (602) 382-6252\nFax: (602) 382-6070\nAttn: Steven D. Pidgeon, Esq.\nIf to Selling Parties: Zenith National Insurance Corp.\n21255 Califa Street\nWoodland Hills, California 91367\nPhone: (818) 713-1000\nFax: (818) 710-1860\nAttention: Stanley R. Zax\nWith a copy to: Skadden, Arps, Slate, Meagher & Flom LLP\n300 South Grand Avenue, Suite 3400\nLos Angeles, California 90071\nPhone: (213) 687-5000\nFax: (213) 687-5600\nAttn: Joseph J. Giunta, Esq.\nIN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.\nMERITAGE CORPORATION,\na Maryland corporation\nBy: /s/ Steven J. Hilton\n-----------------------------------\nName: Steven J. Hilton\nTitle: Co-Chief Executive Officer\nMTH-HOMES NEVADA, INC.,\nan Arizona corporation\nBy: /s/ Steven J. Hilton\n-----------------------------------\nName: Steven J. Hilton\nTitle: Co-Chief Executive Officer\nZENITH NATIONAL INSURANCE CORP.,\na Delaware corporation\nBy: /s/ Stanely R. Zax\n-----------------------------------\nName: Stanley R. 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(f/k/a MUL Acquisition Corp. I), a Delaware corporation (\"Purchaser I\"), MUL Acquisition Corp. II, a Delaware Corporation (\"Purchaser II) (Purchaser I and Purchaser II are collectively referred to herein as \"Purchasers\"), and Fuqua Enterprises, Inc., a Delaware corporation (\"Parent\").\nWITNESSETH\nWHEREAS, Seller through its Lumex division (the \"Division\") and an affiliated leasing company is engaged in the business of designing, manufacturing, marketing, selling, leasing and distributing a wide variety of health care products; and\nWHEREAS, Purchasers, wholly owned subsidiaries of Parent, are to acquire substantially all of the assets and properties of the Division pursuant to an Asset Sale Agreement, dated as of March 13, 1996, among Seller, Purchasers and Parent (the \"Asset Sale Agreement\"); capitalized terms used herein and defined in the Asset Sale Agreement shall have the meanings set forth in the Asset Sale Agreement when used herein unless otherwise defined herein or unless the context otherwise requires; and\nWHEREAS, following the consummation of the transactions contemplated by the Asset Sale Agreement, Purchasers will control and conduct the Business (as hereinafter defined); and\nWHEREAS, to induce Purchasers and Parent to consummate the Asset Sale Agreement and to acquire the Assets, Seller has agreed to execute this Agreement, the terms and conditions of which are a material and integral part of the consideration for the Asset Sale Agreement;\nNOW, THEREFORE, in consideration of the premises, the mutual promises and covenants of the parties set forth in this Agreement and the Asset Sale Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\nARTICLE I\nDEFINITIONS\nAs used in this Agreement, the following terms shall have the following meanings unless the context specifically requires otherwise:\n1.01 \"BUSINESS\" shall mean the design, manufacture, marketing, sale, leasing and distribution of health care products of the types and performing the functions of the products designed, manufactured, marketed, sold, leased or distributed by Seller through the Division as of the date of this Agreement.\n1.02 \"COMPETE\" OR \"COMPETING\" shall mean with respect to the Business: (i) the design, manufacture, marketing, sale, leasing or distribution of health care products of the types or performing the functions of the products designed, manufactured, marketed, sold, leased and distributed by Seller through the Division as of the date of this Agreement; (ii) hiring, soliciting or attempting to hire or solicit any employee of the Division or Purchasers as of the Closing Date either on Seller's behalf or on behalf of any other person or entity; or (iii) entering into or attempting to enter into any business substantially similar to the Business, either alone or with any individual, partnership, corporation or association; provided, however, that Competing shall not mean or include the ownership, disposition or use of Excluded Assets.\n1.03 \"DIRECTLY OR INDIRECTLY\" as they modify the words \"Compete\" or \"Competing\" shall mean: (i) acting as an agent, representative, consultant, or independent contractor of any entity or enterprise that is Competing with the Business; (ii) participating in any such Competing entity or enterprise as an owner, partner, limited partner, joint venturer, or stockholder (except as a stockholder owning less than a five percent interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market); and (iii) communicating to any such Competing entity or enterprise the names or addresses or any other information concerning any past, present or identified prospective client, customer or supplier of the Division prior to Closing.\n1.04 \"TERRITORY\" shall mean the United States of America and Canada.\nARTICLE II\nNON-COMPETITION AND NON-DISCLOSURE\n2.01 SCOPE AND REASONABLENESS. Seller acknowledges that this Agreement (including without limitation the covenants and agreements set forth in this Article II) is being entered into as an important part of the consideration received by Purchasers and Parent in connection with the acquisition of the Assets. Seller also acknowledges that Purchasers and Parent have a reasonable present and future expectation of continuing the Business within the Territory.\n2.02 CONFIDENTIALITY AND TRADE SECRETS.\n(a) Seller acknowledges and agrees that as the owner of the Division it has created substantial confidential information used in and concerning the business and has been afforded an unique opportunity to acquire confidential information concerning the Business and that the misappropriation or disclosure of such confidential information would cause irreparable harm to Purchasers and Parent. Seller acknowledges that such confidential information includes, without limitation, financial information concerning the Business, the names and addresses of actual and potential customers of the Business, studies of prospective market areas for the Business, supply sources of the Business, products of the Business, technical data concerning the Business, ideas of the Business, processes of the Business, financial matters concerning the Business, and trade secrets of the Business, such information collectively being referred to as the \"Confidential Information.\" For purposes of this Agreement \"trade secrets\" means any information that derives independent value from being secret. Confidential Information shall not include any information or documents that (i) are or become publicly available without breach of this Section 2.02, (ii) Seller receives from any third party who, to the best of Seller's knowledge upon reasonable inquiry, is not breaching an obligation of confidence with Purchasers or Parent (including such an obligation under an agreement assigned to Purchasers pursuant to the Asset Sale Agreement) or without an accompanying obligation of confidence, or (iii) is required to be released by law. In the event that Seller is requested in any court or governmental proceeding to disclose any Confidential Information, Seller shall give Purchasers and Parent prompt notice of such request, such that Purchasers or Parent may seek a protective order or other appropriate relief, and in any such proceeding Seller will disclose only so much of the Confidential Information as is required to be disclosed.\n(b) Seller will keep confidential and will not for a period of three (3) years after the execution of this Agreement, directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorized representatives of Purchasers or the Parent.\n(c) With respect to any trade secrets included in the Confidential Information, Seller also agrees not to use or disclose any of such trade secrets at any time until such trade secrets become generally available to the public by independent discovery or development and publication through no fault of Seller. Seller acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies that Purchasers or Parent may have available pursuant to the laws of any jurisdiction or at common law to prevent disclosure of trade secrets or proprietary information, and the enforcement by Purchasers or Parent of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies they may possess in law or equity absent this Agreement.\n2.03 NON-COMPETITION. Seller agrees that for a period of three (3) years following the execution of this Agreement, it will not, without Purchasers' prior written consent, Directly or Indirectly Compete with Purchasers in the Business within the Territory.\n2.04 NON-SOLICITATION AND NON-INTERFERENCE. Seller agrees that for a period of one (1) year after the execution of this Agreement, it will not in any way, directly or indirectly, for itself or on behalf of or in conjunction with any other person, partnership, firm or corporation hire any employee of the Division or Purchasers as of the Closing Date, or request or induce any employee of the Division or Purchasers as of the Closing Date to terminate his or her employment and accept employment with another entity.\n2.05 REMEDIES. Seller acknowledges that any violation of this Article II will cause irreparable harm to Purchasers and Parent and that damages are not an adequate remedy. Seller, therefore, agrees that Purchasers and Parent shall be entitled to an injunction, without the necessity of posting any bond, enjoining, prohibiting, and restraining Seller from the continuance of any such violation, in addition to any monetary recovery that might be available to Purchasers and Parent by reason of a violation of this Agreement and any other remedies at law or in equity, including without limitation specific performance.\n2.06 INDEPENDENT. The covenants set forth in the foregoing Sections of Article II are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision thereof. Specifically, and without limiting the generality of the foregoing, if any portion of Section 2.01, 2.02, 2.03 or 2.04 is found to be invalid by a court of competent jurisdiction because its duration, the Territory, and/or the Business or any definition or restriction are invalid or unreasonable in scope, such duration, Territory, and/or Business or any definition or restriction, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of Purchasers such that the intent of Purchasers, the Company and Seller, in agreeing to Sections 2.01, 2.02, 2.03 and 2.04, will not be impaired and shall be enforceable to the fullest extent of the applicable laws.\nARTICLE III\nMISCELLANEOUS\n3.01 SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by any party hereto, except that Purchasers' and Parent's rights, duties and obligations under this Agreement may be assigned and delegated to any subsidiary of Purchasers or Parent or to the acquiror of Purchasers, Parent or the Business in the event either Purchaser or Parent is merged, acquired, sells substantially all of its interest in the Business, or transfers its interest in the Business to any other entity. From and after any such assignment by Purchasers or Parent, the term \"Purchasers\" or \"Parent,\" as the case may be, shall mean such assignee, and such assignee may enforce any of the rights of Purchasers or Parent under this Agreement as if it were the original party hereto.\n3.02 INTEGRATED AGREEMENT AND CONSIDERATION. This Agreement constitutes the entire Agreement between the parties with regard to its subject matter and supersedes all prior agreements (other than the Asset Sale Agreement and the agreements entered into in connection therewith) relating to the same subject matter. Seller hereby acknowledges that the consideration specified herein and in the Asset Sale Agreement is good and valuable consideration received by Seller for the covenants and undertakings described in this Agreement, and such covenants and undertakings are ancillary to, and an integral part of the transactions contemplated by the Asset Sale Agreement.\n3.03 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which shall evidence one and the same agreement.\n3.04 GOVERNING LAW. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of New York.\n3.05 PRONOUNS. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires.\n3.07 BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.\n[Signatures on Next Page]\nIN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf, all on the day and year first written above.\nSELLER:\nLUMEX, INC.\nBy: /s/ Robert McNally\n--------------------------------------------\nName: Robert McNally\n---------------------------------------\nTitle: Chief Financial Officer\n--------------------------------------\nPURCHASERS:\nLUMEX MEDICAL PRODUCTS, INC.\nBy: /s/ L. P. Klamon\n--------------------------------------------\nName: Lawrence P. Klamon\n---------------------------------------\nTitle: President and Chief Executive Officer\nMUL ACQUISITION CORP. II\nBy: /s/ L. P. Klamon\n--------------------------------------------\nName: Lawrence P. Klamon\n---------------------------------------\nTitle: President and Chief Executive Officer\nPARENT:\nFUQUA ENTERPRISES, INC.\nBy: /s/ L. P. Klamon\n--------------------------------------------\nName: Lawrence P. 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Bearse\nSenior Vice President, Planning and Development\nUnited Dominion Industries\n2300 One First Union Center\n301 South College Street\nCharlotte, NC 28202-6039\nDear Mr. Bearse:\nYou have requested information regarding lmo Industries Inc. (the \"Company\", \"us\" or \"we\") in connection with your consideration of a possible negotiated transaction with the Company (a \"Possible Transaction\"). In consideration of our furnishing you with the Evaluation Materials (as defined below) you agree as follows:\nCONFIDENTIALITY OF EVALUATION MATERIALS\nYou and your representatives (as defined herein) will treat confidentially any information (whether written or oral) that either we or our financial advisor, Credit Suisse First Boston Corporation (\"CSFB\"), or our other representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives which contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the \"Evaluation Materials\"). You recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as \"confidential\". The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives, (ii) was or becomes available to you or your representatives on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not to your knowledge prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you.\nUSE OF EVALUATION MATERIALS\nYou and your representatives will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential and will not disclose the Evaluation Materials, in any manner, in whole or in part; provided, however, that (i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"your representatives\") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you and shall agree to treat such information confidentially in accordance with this Agreement) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither you nor your representatives shall use any of the Evaluation Materials for any purpose. You will be responsible for any breach of this Agreement by your representatives.\nIn the event that you or any of your representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company (at the Company's expense) in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement.\nNON-DISCLOSURE\nThe disclosure of your possible interest in negotiating a transaction with the Company could have a material adverse effect on the Company's business if for any reason an agreement is not consummated. Accordingly, unless required by applicable law, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that you have entered into this Agreement, that Evaluation Materials have been made available or that discussions or negotiations are taking place concerning a Possible Transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nRETURN OF DOCUMENTS\nUpon the Company's request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials, and shall certify the destruction of such materials in writing to the Company. Notwithstanding the return or destruction of the Evaluation Materials, you and your representatives will continue to be bound by your obligations pursuant to this Agreement.\nNO UNAUTHORIZED CONTACT OR SOLICITATION\nDuring the course of your evaluation, you agree that all inquiries and other communications are to be made directly to CSFB or employees or representatives of the Company specified by CSFB.\nWithout the Company's prior written consent, the persons who are involved in the possible transaction will not for a period of two years from the date of this Agreement directly or indirectly solicit for employment any person who is now employed by the Company (or whose activities are dedicated to the Company) in an executive or management level position or otherwise considered by the Company to be a key employee.\nSTANDSTILL\nYou agree that until one year from the date of this Agreement, you will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a \"group\" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph.\nNO REPRESENTATION OR WARRANTY\nAlthough the Company and CSFB have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company, CSFB or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives, except as may be set forth in a definitive sale agreement. Only those representations or warranties that are made in a definitive agreement relating to the Company (\"Sale Agreement\") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect.\nYou also acknowledge and agree that no contract or agreement providing for a Possible Transaction shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to a Possible Transaction has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term \"Sale Agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you.\nYou further understand and agree that (i) the Company and CSFB shall be free to conduct the process regarding a transaction involving the Company as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a Sale Agreement without prior notice to you or to any other person), (ii) any procedures relating to such sale may be changed at any time without notice to you or any other person and (iii) you shall not have any claims whatsoever against the Company, CSFB or any of their respective directors, officers, employees, stockholders, owners, affiliates, agents or representatives arising out of or relating to a transaction involving the Company (other than those as against the parties to a Sale Agreement with you in accordance with the terms thereof).\nLEGAL REMEDY\nYou understand and agree that the Company would be irreparably injured and that money damages would not be a sufficient remedy for any breach of this Agreement by you or your representatives and that the Company will be entitled to seek specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by you or your representatives but shall be in addition to all other remedies available at law or equity.\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives.\nYou hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the United States of America located in the State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and you agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agree that service of any process, summons, notice or document by U.S. registered mail to your address set forth above shall be effective service of process for any action, suit or proceeding brought against you in any such court. You hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the courts of the United States of America located in the State of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\nIt is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.\nThis Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.\nThis Agreement and all of your obligations hereunder shall expire five years after the date hereof.\nIf you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nIMO INDUSTRIES INC.\nBy Credit Suisse First Boston\nCorporation,\nsolely as Company's representative\nBy: /s/ JONATHAN ROUNER\n------------------------------------\nJonathan Rouner\nDirector\nAccepted and agreed to as of the date hereof:\nUNITED DOMINION INDUSTRIES\nBy: /s/ RICHARD A. BEARSE\n------------------------------------\nRichard A. Bearse Senior Vice President, Planning and Development\n", - "spans": [ - [ - 0, - 14 - ], - [ - 15, - 32 - ], - [ - 33, - 80 - ], - [ - 81, - 107 - ], - [ - 108, - 113 - ], - [ - 113, - 135 - ], - [ - 136, - 160 - ], - [ - 161, - 185 - ], - [ - 186, - 202 - ], - [ - 203, - 414 - ], - [ - 414, - 523 - ], - [ - 524, - 563 - ], - [ - 564, - 1132 - ], - [ - 1132, - 1350 - ], - [ - 1351, - 1596 - ], - [ - 1596, - 1663 - ], - [ - 1663, - 1786 - ], - [ - 1786, - 2128 - ], - [ - 2128, - 2168 - ], - [ - 2169, - 2196 - ], - [ - 2197, - 2358 - ], - [ - 2358, - 2554 - ], - [ - 2554, - 3173 - ], - [ - 3173, - 3301 - ], - [ - 3301, - 3507 - ], - [ - 3507, - 3588 - ], - [ - 3589, - 3902 - ], - [ - 3902, - 4007 - ], - [ - 4007, - 4128 - ], - [ - 4128, - 4239 - ], - [ - 4239, - 4377 - ], - [ - 4377, - 4707 - ], - [ - 4707, - 4911 - ], - [ - 4912, - 4926 - ], - [ - 4927, - 5128 - ], - [ - 5128, - 5724 - ], - [ - 5724, - 5940 - ], - [ - 5941, - 5960 - ], - [ - 5961, - 6327 - ], - [ - 6327, - 6500 - ], - [ - 6501, - 6540 - ], - [ - 6541, - 6730 - ], - [ - 6731, - 7148 - ], - [ - 7149, - 7159 - ], - [ - 7160, - 7304 - ], - [ - 7304, - 7391 - ], - [ - 7391, - 7536 - ], - [ - 7536, - 7705 - ], - [ - 7705, - 7823 - ], - [ - 7823, - 7883 - ], - [ - 7883, - 7996 - ], - [ - 7996, - 8080 - ], - [ - 8080, - 8227 - ], - [ - 8227, - 8431 - ], - [ - 8432, - 8461 - ], - [ - 8462, - 9301 - ], - [ - 9301, - 9578 - ], - [ - 9579, - 9842 - ], - [ - 9842, - 10328 - ], - [ - 10328, - 10542 - ], - [ - 10543, - 10581 - ], - [ - 10581, - 10904 - ], - [ - 10904, - 11019 - ], - [ - 11019, - 11385 - ], - [ - 11386, - 11398 - ], - [ - 11399, - 11712 - ], - [ - 11712, - 11911 - ], - [ - 11912, - 12024 - ], - [ - 12024, - 12147 - ], - [ - 12148, - 12788 - ], - [ - 12788, - 13275 - ], - [ - 13276, - 13574 - ], - [ - 13575, - 13734 - ], - [ - 13735, - 13834 - ], - [ - 13835, - 14059 - ], - [ - 14060, - 14077 - ], - [ - 14078, - 14097 - ], - [ - 14098, - 14127 - ], - [ - 14128, - 14140 - ], - [ - 14141, - 14175 - ], - [ - 14176, - 14199 - ], - [ - 14200, - 14236 - ], - [ - 14237, - 14252 - ], - [ - 14253, - 14261 - ], - [ - 14262, - 14307 - ], - [ - 14308, - 14334 - ], - [ - 14335, - 14360 - ], - [ - 14361, - 14397 - ], - [ - 14398, - 14463 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12, - 14 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000804151/000095014497007563/0000950144-97-007563.txt" - }, - { - "id": 406, - "file_name": "813562_0000950117-99-001205_document_14.txt", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made and effective as of November 19, 1998, by and between National Medical Health Card Systems, Inc., its subsidiaries and affiliates (\"Health Card\") and John Ciufo (\"Ciufo\"). The parties acknowledge the following facts:\nA. Health Card and Ciufo are desirous to engage in a possible relationship between the parties which may require an examination by Ciufo of Health Card and its business undertakings (the \"Project\"); and\nB. In order to proceed with the Project, Health Card may disclose to Ciufo certain Proprietary Information (as such term is hereinafter defined).\nIn consideration of the above promises and the covenants hereinafter set forth, the parties agree as follows:\n1. a. \"Proprietary Information\" means information including, but not limited to clients, pricing and information which is related to the business of Health Card from which Health Card (1) derives economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts by Health Card that are reasonable under the circumstances to maintain its secrecy, including without limitation (i) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature; (ii) with respect to any oral presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or (iii) otherwise treating such information as confidential. Assuming the criteria in clauses (1) and (2) above are met, Proprietary Information includes, but is not limited to technical and nontechnical information and data related to the formulas, patterns, designs, compilations, programs, inventions, methods, techniques, drawings, processes, finances, actual or potential customers and suppliers, research, development, existing and future products, and employees of Health Card. Proprietary Information also includes information which has been disclosed to Health Card by a third party, which Health Card is obligated to treat as confidential.\nb. Proprietary Information does not include any information which (1) is already known to Ciufo at the time it is disclosed to Ciufo by Health Card, provided that such information has been rightfully received by Ciufo from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Health Card; (2) is disclosed by Ciufo pursuant to a requirement of a governmental agency or is required to be disclosed by operation of law; provided, however, that Ciufo shall first have given written notice of such required disclosure to Health Card to allow Health Card to seek to protect the confidentiality of the information required to be disclosed; or (3) before being divulged by Ciufo (i) has become generally known to the public through no wrongful act of Ciufo (ii) has been rightfully received by Ciufo from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Health Card; (iii) has been approved for release to the general public by written authorization of Health Card; (iv) has been independently developed by Ciufo without use, directly or indirectly, of the Proprietary Information; or (v) has been furnished to a third party by Health Card without restrictions on the third party's right to disclose the information.\n2. Ciufo (a) must receive and hold the Proprietary Information in trust and in strictest confidence; (b) must protect the Proprietary Information from disclosure and in no event take any action causing, or failing to take reasonable action necessary in order to prevent, any Proprietary Information disclosed to Ciufo to lose its character as Proprietary Information; and (c) must not use, duplicate, reproduce, distribute, disclose or otherwise disseminate the Proprietary Information except to perform the Project. Any and all reproductions of the Proprietary Information must prominently contain a confidentiality legend.\n3. Disclosures of the Proprietary Information may be made only to employees, agents, associates or independent contractors of Ciufo (a) who are directly involved in the Project and have a specific need to know such information; and (b) whom Ciufo has obligated to hold the Proprietary Information in trust and in strictest confidence.\n4. This Agreement and the rights and obligations of the parties under this Agreement may be assigned only upon the prior written approval of the parties. The rights and obligations of the parties will inure to the benefit of, will be binding upon and will be enforceable by the parties and their lawful successors and representatives.\n5. No modification of this Agreement or waiver of any of its terms will be effective unless set forth in a writing signed by the party against whom it is sought to be enforced.\n6. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.\n7. Ciufo acknowledges and agrees that, in the event of any breach or threatened breach of any provision of this agreement, Health Card may be without an adequate remedy at law and, accordingly, shall be entitled to enforce such provision by temporary or permanent injunctive or mandatory relief obtained in an action or proceeding instituted in any court of competent jurisdiction without the necessity of proving damages and without prejudice to any other rights or remedies which it may have at law or in equity. Ciufo hereby agrees to the jurisdiction of all federal and state courts within the state of the defending party in connection with any matter relating to this Agreement. Ciufo further agrees that service of process may be made, in addition to all other methods permitted by law, by Certified Mail, Return Receipt Requested, sent to the address set forth below.\n8. Any notices to the parties pursuant to the terms of this Agreement shall be hand delivered or mailed by Certified Mail, Return Receipt Requested, or overnight courier as follows:\nIf to Ciufo:\nJohn Ciufo 20750 Vincent Drive\nBrookfield, WI 53045\nTelephone Number - 414-797-8593\nIf to Health Card, at:\nNational Medical Health Card Systems, Inc.\n26 Harbor Park Drive\nPort Washington, NY 11050\nAttention: Bert E. Brodsky, President\nTelephone Number: (516) 484-4400\nTelecopier Number: (516) 484-6084\n9. All Proprietary Information furnished by Health Card to Ciufo is considered loaned for use solely in connection with the Project, and shall be returned by Ciufo to Health Card upon request by Health Card. Ciufo shall certify that it has destroyed or returned all copies of the Proprietary Information in its possession.\n10. The term of this Agreement shall be from the date first above written until the earlier of (i) three (3) years after disclosure of Proprietary Information to Ciufo or (ii) written consent from Health Card that the Proprietary Information no longer needs to be treated as proprietary in accordance with this Agreement.\nIN WITNESS WHEREOF the parties have executed this Agreement as of the date and year first above written.\nNATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.\nBy:\nBert E. Brodsky, President\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 240 - ], - [ - 240, - 284 - ], - [ - 285, - 487 - ], - [ - 488, - 633 - ], - [ - 634, - 743 - ], - [ - 744, - 750 - ], - [ - 750, - 928 - ], - [ - 928, - 1087 - ], - [ - 1087, - 1230 - ], - [ - 1230, - 1420 - ], - [ - 1420, - 1607 - ], - [ - 1607, - 1666 - ], - [ - 1666, - 1699 - ], - [ - 1699, - 1707 - ], - [ - 1707, - 2090 - ], - [ - 2090, - 2254 - ], - [ - 2255, - 2321 - ], - [ - 2321, - 2628 - ], - [ - 2628, - 2976 - ], - [ - 2976, - 3011 - ], - [ - 3011, - 3089 - ], - [ - 3089, - 3287 - ], - [ - 3287, - 3386 - ], - [ - 3386, - 3505 - ], - [ - 3505, - 3636 - ], - [ - 3637, - 3646 - ], - [ - 3646, - 3738 - ], - [ - 3738, - 4009 - ], - [ - 4009, - 4154 - ], - [ - 4154, - 4261 - ], - [ - 4262, - 4296 - ], - [ - 4296, - 4394 - ], - [ - 4394, - 4494 - ], - [ - 4494, - 4596 - ], - [ - 4597, - 4751 - ], - [ - 4751, - 4931 - ], - [ - 4932, - 5108 - ], - [ - 5109, - 5437 - ], - [ - 5438, - 5953 - ], - [ - 5953, - 6123 - ], - [ - 6123, - 6313 - ], - [ - 6314, - 6495 - ], - [ - 6496, - 6508 - ], - [ - 6509, - 6526 - ], - [ - 6526, - 6539 - ], - [ - 6540, - 6560 - ], - [ - 6561, - 6592 - ], - [ - 6593, - 6615 - ], - [ - 6616, - 6658 - ], - [ - 6659, - 6679 - ], - [ - 6680, - 6705 - ], - [ - 6706, - 6743 - ], - [ - 6744, - 6762 - ], - [ - 6762, - 6776 - ], - [ - 6777, - 6796 - ], - [ - 6796, - 6810 - ], - [ - 6811, - 7019 - ], - [ - 7019, - 7133 - ], - [ - 7134, - 7229 - ], - [ - 7229, - 7305 - ], - [ - 7305, - 7455 - ], - [ - 7456, - 7560 - ], - [ - 7561, - 7603 - ], - [ - 7604, - 7607 - ], - [ - 7608, - 7634 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 12, - 13, - 14, - 15 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6, - 7, - 9, - 10, - 11, - 12 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 20, - 24 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 9, - 11, - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 31, - 32, - 33, - 34 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 26, - 29 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 20, - 25 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 31, - 32, - 33, - 34 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 57 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000813562/000095011799001205/0000950117-99-001205.txt" - }, - { - "id": 411, - "file_name": "859792_0001005477-96-000681_document_3.txt", - "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nDATED: December ___, 1996\nReference is made to that certain Agreement and Plan of Merger (the \"Merger Agreement\"), dated December __, 1996 (the \"Merger Agreement\"), among AMERICAN UNITED GLOBAL, INC., a Delaware corporation (\"AUGI\") and its affiliate BTS ACQUISITION CORP., a Delaware corporation (\"Mergerco\"), both having their principal offices at 11130 NE 33rd Place, Suite 250, Bellevue, WA 98004; BROADCAST TOWER SITES, INC., a Delaware corporation (the \"Company\"), having its principal offices at 4340 East West Highway, Suite 1000, Bethesda, Maryland 20814; and SIMANTOV MOSKONA and SERGIO LUCIANI (hereinafter referred to individually a \"Stockholder\" and collectively, the \"Stockholders\"). The Merger Agreement provides for a merger of the Company with and into Mergerco, with Mergerco as the surviving corporation of such merger (the \"Merger\"). Pursuant to the terms of the Merger Agreement, each outstanding share of the Company's capital stock will be converted into the right to receive cash, certain promissory notes of AUGI and shares of Common Stock, $.01 par value per share of AUGI.\nIn order to induce AUGI and Mergerco to consummate the Merger pursuant to the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be bound by the terms and conditions hereof, the undersigned Stockholders of the Company who beneficially own 100% shares of the issued and outstanding shares of Company capital stock, shall receive in connection with the Merger Agreement (i) an aggregate of 507,246 shares of Class A Common Stock, $.01 par value per share, of AUGI (\"AUGI Common Stock\"), (ii) $600,000 principal amount of three year notes of AUGI (the \"AUGI Notes\"), and (iii) $780,000 in cash, hereby covenants and agrees with the Company and AUGI as follows:\n1. Non-Competition. Each of the Stockholders severally agrees that for a period (the \"Restrictive Period\") which shall commence on the Effective Date of the Merger and shall expire on a date which shall be the latest to occur of: (a) such date as such Stockholder shall no longer be employed on a full-time basis with AUGI or any other subsidiary or affiliate of AUGI; or (b) three (3) years following the effectiveness of the Merger (the \"Restrictive Period\"), without the prior written consent of AUGI, such Stockholder shall not invest, carry on, engage or become involved, either as an employee, agent, advisor, officer, director, stockholder, manager, partner, joint venturer, participant or consultant in any business enterprise (other than Mergerco, AUGI or any of their respective subsidiaries, affiliates, successors or assigns) which derives any material revenues from the offer or sale in the United States from time to time during the Restrictive Period of services relating to all aspects of providing site acquisition, zoning, architectural and engineering consulting and design services to the wireless telecommunications industry (the \"Business\"), or which engages in any other business substantially similar to and directly competitive with the Business conducted by the Company as at the date hereof. Nothing contained in this Section 1 shall be deemed to prevent a Stockholder from (a) leasing or renting real property in which the Stockholder owns a direct or indirect interest to a person or entity engaged in the Business; or (b) beneficially owning, directly or indirectly, 5% or less of any class of securities of an entity that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, so long as such securities ownership does not include any operational, managerial or consulting relationship with such corporation or entity.\n2. Confidential Information.\n(a) Each of Stockholders severally agrees that such Stockholder shall not, at any time following the effectiveness of the Merger, print, publish, divulge or communicate to any person, firm, corporation or other business organization or use for his or their own account any business contacts, customers, suppliers, technology, product designs and specifications, know-how, trade secrets, marketing techniques, promotional materials or other secret or confidential information relating to the Business or any other businesses then being engaged in by AUGI or any of its subsidiaries, or any secret or confidential information relating to the affairs, dealings and concerns of the Company, AUGI or any of the subsidiaries of AUGI (collectively, the \"Confidential Information\") which the Stockholder has received or obtained while an employee or member of the Board of Directors of AUGI or the Company (whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Stockholder). The term \"Confidential Information\" does not include information which information and its relevance in the particular instance (A) is a matter of common knowledge or public record, (B) is or becomes generally available to the public other than as a result of disclosure by the Stockholder, (C) which information and its relevance is generally known in Business, (D) the Stockholder can demonstrate that such information and its relevance in the applicable instance, was already known to the recipient thereof other than by reason of any breach of any obligation of the Stockholder under this Agreement or any other confidentiality or non-disclosure agreement, or (E) the information is required to be disclosed by law or pursuant to court order or subpoeona.\n(b) The term Confidential Information as defined in Section 2(a) hereof shall include information obtained by the Company from any third party under an agreement including restrictions on disclosure known to the Stockholder.\n(c) In the event that a Stockholder is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, such Stockholder will provide the Company with prompt notice (unless notice is prohibited by law) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with Section 2 of this Agreement. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions of Section 2 of this Agreement, the Stockholder will furnish only that portion of the Confidential Information which is legally required.\n3. Material Agreement.\n(a) It is understood by and between the parties hereto that the foregoing covenants by the Stockholders are essential elements of this Agreement and that but for the agreements of the Stockholders to comply with such covenants, AUGI would not have entered into the Merger Agreement or paid the Merger Consideration to the Stockholders. AUGI and the Stockholders have independently consulted with their respective counsel and have been advised concerning the reasonableness and propriety of such covenants with specific regard to the businesses conducted by the Company.\n(b) Notwithstanding anything to the contrary, express or implied, contained in this Agreement, the Merger Agreement or in any other \"Transaction Document\" (as that term is defined in the Merger Agreement), no future act of omission or commission by AUGI or any of its affiliates, or other actual or alleged breach by AUGI or such affiliates of any of their covenants or agreements contained in any Transaction Documents (in addition to this Agreement), shall in any way be deemed to modify, limit or terminate the covenants and agreements of the Stockholders contained in Section 1 and Section 2 hereof, all of which shall remain in full force and effect in accordance with their respective terms.\n4. Without intending to limit the remedies available to AUGI or the Company, each Stockholder further agrees that damages at law will be an insufficient remedy to AUGI if such Stockholder(s) breaches the terms of this Agreement and that AUGI or the Company may apply for and have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of or otherwise to specifically enforce any of the covenants contained herein, in each case without the necessity of proving damages or posting bond.\n5. This Agreement shall become effective upon the effectiveness of the Merger and shall terminate prior to the expiration of the Restrictive Period only with the written consent of AUGI.\n6. Any paragraph, sentence, phrase or other provision of this Agreement which is in conflict with any applicable statute, rule or other law shall be deemed, if possible, to be modified or altered to conform thereto or, if not possible, to be omitted herefrom. The invalidity of any portion hereof shall not affect the force and effect of the remaining valid portion hereof.\n7. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND PERFORMANCE) AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION.\nIN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of each party hereto on the date set forth above.\nAMERICAN UNITED GLOBAL, INC.\nBy:_____________________________________\nName:\nTitle:\nTHE STOCKHOLDERS:\n________________________________________\nSIMANTOV MOSKONA\n________________________________________\nSERGIO LUCIANI\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 70 - ], - [ - 71, - 743 - ], - [ - 743, - 899 - ], - [ - 899, - 1144 - ], - [ - 1145, - 1605 - ], - [ - 1605, - 1722 - ], - [ - 1722, - 1805 - ], - [ - 1805, - 1894 - ], - [ - 1895, - 1915 - ], - [ - 1915, - 2125 - ], - [ - 2125, - 2267 - ], - [ - 2267, - 3214 - ], - [ - 3214, - 3296 - ], - [ - 3296, - 3443 - ], - [ - 3443, - 3795 - ], - [ - 3796, - 3824 - ], - [ - 3825, - 4836 - ], - [ - 4836, - 4964 - ], - [ - 4964, - 5018 - ], - [ - 5018, - 5127 - ], - [ - 5127, - 5199 - ], - [ - 5199, - 5500 - ], - [ - 5500, - 5595 - ], - [ - 5596, - 5820 - ], - [ - 5821, - 6195 - ], - [ - 6195, - 6462 - ], - [ - 6463, - 6485 - ], - [ - 6486, - 6822 - ], - [ - 6822, - 7055 - ], - [ - 7056, - 7753 - ], - [ - 7754, - 8284 - ], - [ - 8285, - 8471 - ], - [ - 8472, - 8732 - ], - [ - 8732, - 8845 - ], - [ - 8846, - 9085 - ], - [ - 9086, - 9209 - ], - [ - 9210, - 9238 - ], - [ - 9239, - 9279 - ], - [ - 9280, - 9285 - ], - [ - 9286, - 9292 - ], - [ - 9293, - 9310 - ], - [ - 9311, - 9351 - ], - [ - 9352, - 9368 - ], - [ - 9369, - 9409 - ], - [ - 9410, - 9424 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000859792/000100547796000681/0001005477-96-000681.txt" - }, - { - "id": 435, - "file_name": "1013322_0000912057-00-023405_document_2.txt", - "text": "MUTUAL NONDISCLOSURE AGREEMENT\nEffective Date: 12/10/98\nThis Agreement governs the disclosure of information by and between Yahoo! Inc., a California corporation, and Restrac, Inc. (\"Participant\").\n1. The \"Confidential Information\" is that confidential, proprietary, and trade secret information being disclosed by the disclosing party described as (please be specific):\n(a) Yahoo Confidential Information (owned by Yahoo and any of its affiliates): Resume and Employment Related.\n(b) Participant Confidential Information: Resume and Employment\nRelated.\n2. Except as set forth in this Section 2, all Confidential Information shall be in tangible form and shall be marked as Confidential or proprietary information of the disclosing party. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure and confirmed in a writing to the recipient within thirty (30) days of such disclosure.\n3. Each of the parties agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of the other party and any purpose the other party may hereafter authorize in writing. Each of the parties agrees that it shall disclose Confidential Information of the other party only to those of its employees who need to know such information and who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement.\n4. There shall be no liability for disclosure or use of Confidential Information which is (a) in the public domain through no fault of the receiving party (b) rightfully received from a third party without any obligation of confidentiality, (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party, (d) independently developed by the receiving party, (e) generally made available to third parties without any restriction on disclosure, or (f) communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement (provided that the party so disclosing has provided the other party with a reasonable opportunity to seek protective legal treatment for such Confidential Information).\n5. \"Residual Information\" shall mean any Confidential Information of the disclosing party which may be retained in intangible form in the minds of those individuals of the receiving party who have had proper access to such Confidential Information. Notwithstanding anything else in this Agreement, the receiving party shall be free to use any Residual Information for any purpose whatsoever, including, without limitation, the development of its own products, provided that such party shall not be entitled to disclose Residual Information to any third parties unless such disclosure is in the course of, or as part of, any disclosure of its own products or their development.\n6. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information and each of the parties represents that it exercises reasonable care to protect its own Confidential Information.\n7. Each of the parties agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party unless otherwise specified in writing by the disclosing party.\n8. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to one party by the other, and which are designated in writing to be the property of such party, shall remain the property of such party and shall be returned to it promptly at its request, together with any copies thereof.\n9. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however that each party's obligations under Sections 2 and 3 with respect to Confidential Information of the other party which it has previously received shall continue unless and until such Confidential Information falls within Sections 4 or 5.\n10. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. Neither party acquires any licenses under any intellectual property rights of the other party under this Agreement. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing. All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, telegram, telex, telecopier, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.\nIN WITNESS WHEREOF, the parties have executed this Agreement in duplicate as of the date first written above.\n\n \nYAHOO! INC.\n--------------------------------------------\nBy: /s/ Matt Rowlen By: /s/ M. J. Fahey\n------------------------------------- ---------------------------------------\nPrinted Name: Matt Rowlen Printed Name: M. J. Fahey\n--------------------------- -----------------------------\nTitle: Manager of Business Development Title: President\n-------------------------------- ------------------------------------\nAddress: Yahoo! Address: Lexington, MA\n-------------------------------- ----------------------------------\n-------------------------------- ----------------------------------\n-------------------------------- ----------------------------------\n
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In consideration of the disclosures, the parties hereby agree as follows:\n1. This Agreement shall apply to: (a) confidential or proprietary exchanged material and information (in written, taped or computerized form or format) that is clearly and prominently marked \"Proprietary or \"Confidential\" or that is not so marked but, by its nature, is such that it reasonably should be held in confidence, including, but not limited to, technical, developmental, marketing, editorial, sales, operating, performance, cost, know-how, computer programming techniques, and any new or planned programs and services; (b) the existence and substance of oral and written communications between the parties about the potential strategic alliance, acquisition or other business relationship; and (c) the existence of the discussions between Company and Kaplan about the potential strategic alliance, acquisition or other business relationship. (Subparagraphs (a), (b) and (c) above hereinafter referred to collectively as \"Confidential Information.\")\n2. Each party agrees to hold the other's Confidential Information in confidence and to use it solely for the purposes contemplated herein and agrees further that the Confidential Information shall not be used for any other purpose nor disclosed to any third party without the prior written consent of the other party. Each party agrees it shall apply the same level of confidential treatment to the other party's Confidential Information as it does to its own Confidential Information.\n3. The parties may disclose the Confidential Information to their respective officers, directors, employees, attorneys, subsidiaries and affiliates working in connection with the purpose for which the Confidential Information is disclosed but only to the extent necessary to carry out that purpose and subject to all requirements of confidentiality set forth in this Agreement. The party receiving the Confidential Information (the \"Receiving Party\") may also disclose Confidential Information to a third party pursuant to paragraph 4(g) below and subject to the notice provision set forth therein.\n4. The obligations under this Agreement shall not apply to information that is at any time: (a) already known to the Receiving Party at the time it is\ndisclosed to the Receiving Party; (b) publicly known through no wrongful act of the Receiving Party; (c) rightfully received from a third party without restriction on disclosure and without breach of this Agreement; (d) independently developed by the Receiving Party; (e) approved for release by written authorization of the party disclosing the Confidential Information (the \"Disclosing Party\"); (f) furnished by the Disclosing Party to a third party without written restriction on disclosure; or (g) disclosed pursuant to a requirement of a governmental agency or of law, provided, however, that, to the extent viable under the circumstances, the party subject to the disclosure requirement has notified the Disclosing Party in advance of such disclosure and the Disclosing Party has had an opportunity to seek a protective order or other appropriate remedy and the party subject to the disclosure requirement has reasonably cooperated with such efforts; and provided further, however, that the -------- ------- -------\nReceiving Party furnish only that portion of the Confidential Information that is legally required to be so disclosed.\n5. The Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze, restructure and/or copy or in any way recreate in whole or in part any Confidential Information of the Disclosing Party.\n6. If any party provides any of the other parties with written notification of its request for return of its Confidential Information, then the other party(ies) shall promptly return (unless destroyed pursuant to the immediately following sentence) to the notifying party all materials and information comprising the notifying party's Confidential Information, including any and all copies, facsimiles and reproductions thereof, and any other material containing or reflecting any materials or information in the Confidential Information. All other documents, memoranda, notes and other writings whatsoever prepared by the Receiving Party or the Receiving Party's representatives based on the materials or information in the Confidential Information shall be destroyed and such destruction shall be confirmed in writing to the notifying party.\n7. All right, title and interest in and to the Confidential Information and intellectual property produced based on the Confidential Information is and shall remain the sole property of the Disclosing Party. Subject only to the Receiving Party's limited use of the Confidential Information for the purpose set forth above in this Agreement, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, and the Receiving Party shall not violate any of the Disclosing Party's intellectual property or other rights in or to the Confidential Information.\n8. The parties hereby acknowledge that disclosure of any Confidential Information in violation of the terms hereof would cause irreparable harm to the Disclosing Party. Without prejudice to the rights and remedies otherwise available, each party is entitled to equitable relief through injunction if the other party or any of its employees, agents or representatives breaches any provision of this Agreement.\n9. The parties acknowledge that each has endeavored to include in the Confidential Information information which it believes to be reliable and relevant for the purpose first set forth above, however each party understands and acknowledges that neither party nor any of their respective representatives made or makes any representation or warranty as to the accuracy or completeness of the Confidential Information. The parties further agree that neither party nor any of their respective representatives shall have any liability to the other party or any of such other party's representatives resulting from the use or contents of the Confidential Information or from any action taken or inaction occurring in reliance on the Confidential Information.\n10. This Agreement shall remain in effect for a period of one (1) year from the effective date hereof.\n11. Each party acknowledges and agrees that nothing in this Agreement shall impose upon any party any obligation to consummate a transaction or to enter into any discussions or negotiations with respect thereto. Further, each party understands that the other party may now market or have under development products and/or services which are competitive with the products or services now offered or which may be offered in the future by its own company. Subject to the terms and conditions of this Agreement, discussions and/or communications between the parties hereto will not serve to impair the right of each party to develop, make, use, procure and/or market products or services now or in the future which may be competitive with those offered by the other party nor require either party to disclose any planning or other information to the other party, provided none of the foregoing activities violate the terms of this Agreement.\n12. Any notice or other communication made or given by either party in connection with this Agreement shall be sent via registered or certified mail, postage prepaid, return receipt requested; by facsimile transmission, with confirmation of receipt; or by overnight courier service to the other party as follows:\nIf to Kaplan: If to Company:\nRoss Hamachek Vince Pisano\nKaplan, Inc. Quest Education Corp.\n888 Seventh Avenue, 23rd Fl. 1400 Hembree Road #100\nNew York, NY 10106 Roswell, GA 30076\nFacsimile: 212-492-5860\nCopy to: Copy to:\nVeronica Dillon, Esq. Morris Brown, Esq.\nGeneral Counsel Greenberg Traurig\nKaplan , Inc. 777 S. Flagler Dr. #300-E\n888 Seventh Avenue, 23rd Fl. West Palm Beach, FL 33401\nNew York, NY 10106\nFacsimile: 212-492-5860\nAny party may by notice as set forth in this paragraph change the address to which further notices to it shall be mailed.\n13. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. The parties hereby consent and submit to personal jurisdiction of courts situated in New York County, New York, and all disputes arising in connection with the Agreement shall be heard only by a court of competent subject matter jurisdiction situated in New York County, New York.\n14. This Agreement constitutes the entire understanding between the parties in connection with the subject matter hereof and supersedes and replaces all prior discussions, understandings and agreements (oral or written) related thereto. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by its authorized officer or representative.\n15. Neither party may assign or transfer, in whole or in part, any of its rights, obligations or duties under this Agreement.\n16. The failure or delay of either party to enforce at any time any provision of this Agreement shall not constitute a waiver of such party's right thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable, then such provision shall be modified by the proper court or other authority to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions of this Agreement shall be given effect separately from the provision or portion thereof determined to be invalid, illegal, void or unenforceable and shall not be affected thereby.\n17. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.\nIN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed as of the date written above.\nQUEST EDUCATION CORPORATION: KAPLAN, INC.:\nBy: Vince Pisano By: Ross Hamachek\n------------------------------- ------------------------------\n(signature) (signature)\nName: Vince Pisano Name: Ross Hamachek\nTitle: V.P. - CFO Title: Senior Vice President\nand Chief Financial Officer\n4\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 325 - ], - [ - 326, - 609 - ], - [ - 610, - 727 - ], - [ - 727, - 800 - ], - [ - 801, - 835 - ], - [ - 835, - 1330 - ], - [ - 1330, - 1505 - ], - [ - 1505, - 1653 - ], - [ - 1653, - 1668 - ], - [ - 1668, - 1673 - ], - [ - 1673, - 1681 - ], - [ - 1681, - 1759 - ], - [ - 1760, - 2078 - ], - [ - 2078, - 2245 - ], - [ - 2246, - 2624 - ], - [ - 2624, - 2844 - ], - [ - 2845, - 2937 - ], - [ - 2937, - 2995 - ], - [ - 2996, - 3030 - ], - [ - 3030, - 3097 - ], - [ - 3097, - 3212 - ], - [ - 3212, - 3264 - ], - [ - 3264, - 3393 - ], - [ - 3393, - 3494 - ], - [ - 3494, - 4017 - ], - [ - 4018, - 4136 - ], - [ - 4137, - 4354 - ], - [ - 4355, - 4894 - ], - [ - 4894, - 5198 - ], - [ - 5199, - 5407 - ], - [ - 5407, - 5898 - ], - [ - 5899, - 6068 - ], - [ - 6068, - 6307 - ], - [ - 6308, - 6724 - ], - [ - 6724, - 7060 - ], - [ - 7061, - 7163 - ], - [ - 7164, - 7376 - ], - [ - 7376, - 7617 - ], - [ - 7617, - 8101 - ], - [ - 8102, - 8414 - ], - [ - 8415, - 8443 - ], - [ - 8444, - 8458 - ], - [ - 8458, - 8470 - ], - [ - 8471, - 8505 - ], - [ - 8506, - 8557 - ], - [ - 8558, - 8594 - ], - [ - 8595, - 8618 - ], - [ - 8619, - 8636 - ], - [ - 8637, - 8677 - ], - [ - 8678, - 8711 - ], - [ - 8712, - 8751 - ], - [ - 8752, - 8806 - ], - [ - 8807, - 8825 - ], - [ - 8826, - 8849 - ], - [ - 8850, - 8971 - ], - [ - 8972, - 9126 - ], - [ - 9126, - 9406 - ], - [ - 9407, - 9644 - ], - [ - 9644, - 9843 - ], - [ - 9844, - 9969 - ], - [ - 9970, - 10184 - ], - [ - 10184, - 10658 - ], - [ - 10659, - 10906 - ], - [ - 10907, - 11017 - ], - [ - 11018, - 11060 - ], - [ - 11061, - 11065 - ], - [ - 11065, - 11078 - ], - [ - 11078, - 11095 - ], - [ - 11096, - 11128 - ], - [ - 11128, - 11158 - ], - [ - 11159, - 11182 - ], - [ - 11183, - 11221 - ], - [ - 11222, - 11268 - ], - [ - 11269, - 11296 - ], - [ - 11297, - 11298 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 32, - 33 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 7, - 9, - 10, - 11, - 12, - 13, - 14 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9, - 10, - 11, - 12, - 13, - 14 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 24, - 41 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30, - 31 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 29 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 19, - 27, - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001016503/000092962400000894/0000929624-00-000894.txt" - }, - { - "id": 456, - "file_name": "1052303_0000950109-98-003654_document_16.txt", - "text": "MUTUAL NONDISCLOSURE AGREEMENT (page 2.)\nB. GENERAL\n1. Either party may terminate this MNDA without cause upon five (5) days written notice given to the other, provided that confidentiality obligations under Section A of this Attachment A shall survive termination hereof.\n2. No rights or obligations other than expressly recited herein are to be implied here from. Nothing except that expressly stated herein shall affect either party's present or prospective rights under any country's patent laws, or be construed as granting any license under any present or future patent or application therefor, or preclude marketing any product unless such marketing constitutes unauthorized disclosure of INFORMATION.\n3. This MNDA shall be construed, interpreted and applied in accordance with the laws of the Commonwealth of Massachusetts.\n4. Consistent with other provisions herein, each party assures that it will not knowingly, without obtaining prior authorization from the U.S. Dept. of Commerce Office of Export Administration, transmit directly or indirectly the technical data received pursuant hereto or the immediate product (including processes and services) produced directly by use of such technical data to Afghanistan, People's Republic of China, or any other Country Group Q, S, W, T, or Z country specified in Supplement No. I to Part 370 of U.S. Dept. of Commerce Export Administration Regulations.\n5. This document and appendices contain the entire agreement between the Parties and supersede any previous oral or written understandings, commitments or agreements pertaining to the subject matter hereof. This MNDA shall not be modified or changed in any manner except in a writing signed by both parties. If a court of competent jurisdiction finds any of the provisions hereto so over-broad as to be unenforceable, such provisions may be reduced in scope by the court to the extent it deems necessary to render the provision reasonable and enforceable.\nIN WITNESS WHEREOF, the Parties have caused this MDNA to be executed as of this 9th day of December __, 1996.\nDIGITAL EQUIPMENT CORPORATION TERAYON Corporation\nSigned Signed\n----------------------------- Jacob Tanz\nTyped Name Typed Name\n----------------------------- Vice President, Marketing\nTitle Title\n", - "spans": [ - [ - 0, - 40 - ], - [ - 41, - 51 - ], - [ - 52, - 272 - ], - [ - 273, - 366 - ], - [ - 366, - 708 - ], - [ - 709, - 831 - ], - [ - 832, - 1408 - ], - [ - 1409, - 1616 - ], - [ - 1616, - 1717 - ], - [ - 1717, - 1964 - ], - [ - 1965, - 2074 - ], - [ - 2075, - 2113 - ], - [ - 2113, - 2124 - ], - [ - 2125, - 2138 - ], - [ - 2139, - 2169 - ], - [ - 2169, - 2179 - ], - [ - 2180, - 2201 - ], - [ - 2202, - 2232 - ], - [ - 2232, - 2257 - ], - [ - 2258, - 2269 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 3, - 4 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 2 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 6 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001052303/000095010998003654/0000950109-98-003654.txt" - }, - { - "id": 478, - "file_name": "1096182_0001144204-06-021678_v043804_ex10-3.txt", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (the \"Agreement\") made this 18th day of November, 2005, by and between Yale University School of Medicine, a nonprofit, educational corporation, organized and existing under the laws of the State of Connecticut, with an office located at Yale University School of Medicine, having its principal office at 47 College Street, Suite 203, New Haven, Connecticut (hereinafter, the \"Pilot Site\") and Advanced BioPhotonics Inc., a corporation organized and existing under the laws of the State of Delaware , with its principal office at 125 Wilbur Place, Suite 120, Bohemia, New York (hereinafter, the \"ABP\") and the parties hereby agree as follows:\n1. The parties intend to pursue a Pilot Study to test its functionality, performance and reliability to determine the applicability of this technology to plastic surgery applications, which will be carried out by Dr. Yuan Liu utilizing ABP's BioScanIR(R) system consisting of the following elements: (i) system hardware components: infrared camera, mobile cart, computer workstation, camera power supply, universal power management unit, temperature controller and black body; (ii) proprietary DIRI(R) software for control of system components, data acquisition, data processing, data archiving and reporting; and (iii) applications software packages (hereinafter, collectively referred to as the \"System\") as further defined in the Pilot Site Agreement between the parties (hereinafter referred to as the \"Pilot Study\"), and in the course of which the parties may exchange Proprietary Information, as hereinafter defined. The parties further desire to protect such Proprietary Information from unauthorized disclosure and use under the terms and conditions herein.\n2. For purposes of this Agreement, Proprietary Information shall mean, without limitation, computer programs, code, algorithms, names and expertise of employees and consultants, formulas, processes, inventions, schematics and other technical, business, financial, pricing and product development plans, forecasts and strategies, together with any analysis or tangible embodiments of the Disclosing Party's Proprietary Information created by the Receiving Party. Proprietary Information shall be designated as such in writing by the Disclosing Party by appropriate legend or stamp, or, if first disclosed in a non-written or other non-tangible form, Proprietary Information shall be identified by the Disclosing Party at the time of disclosure as being disclosed in confidence and shall be reduced to tangible form and marked as confidential or proprietary and such tangible form shall be delivered to the Receiving Party within thirty (30) days after the date of first disclosure. During the above stated thirty-day period such Proprietary Information shall be protected in accordance with the terms of this Agreement. Proprietary Information shall further include any information or data that evidence, record, derive from or reveal any Proprietary Information. Notwithstanding the foregoing, the components of the System are hereby deemed to be Proprietary Information and as such are protected in accordance with the terms of this Agreement.\n3. The Receiving Party shall preserve Proprietary Information received from the Disclosing Party in confidence by exercising at least the same degree of care used to restrict disclosure and use of the Receiving Party's own similar confidential information, but at least a reasonable degree of care, and shall refrain from disclosing such Propriety Information to its employees not involved in the Pilot Study, its consultants, representatives, or agents ( the \"Affiliates\") or to any third party without written authorization from the Disclosing Party. This Agreement shall be construed to bind and impose obligations upon any other divisions, subsidiaries, business units, and/or affiliated companies of the Receiving Party that receive access to the Proprietary Information of the Disclosing Party. The Receiving Party shall ensure that all copies of Proprietary Information stored electronically on its server, tape backup or on the hard drives of computers used by its Affiliates in connection with the Pilot Study have been permanently deleted and Receiving Party shall certify such deletion in writing to the Disclosing Party. Receiving Party will ensure that all of its Affiliates sign a Non-Disclosure Agreement containing confidentiality restrictions at least as restrictive as those set forth in this Agreement.\n4. The Receiving Party shall use Proprietary Information received from the Disclosing Party solely for the purposes set forth in Paragraph 1. Any other use of the Proprietary Information is explicitly forbidden. This restriction shall survive termination of this Agreement.\n5. This Agreement shall not restrict disclosure or use of Proprietary Information that is:\nA. Now, or hereafter becomes, through no act or failure to act on the part of Receiving Party, generally known or available; or B. Known by the Receiving Party at the time of receiving such information as evidenced by records of the Receiving Party; or\nC. Hereafter furnished to the Receiving Party, as a matter of right and without restriction on disclosure, by a third party who had not received any Proprietary Information from the Disclosing Party or the Receiving Party; or\nD. is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; or\nE. Independently developed by the Receiving Party by persons who did not have access to the Disclosing Party's information and without breach of this Agreement.\n6. The Receiving Party may disclose the Disclosing Party's Proprietary Information to the extent required to be disclosed pursuant to final court order; provided, however, that the Receiving Party: (i) immediately notifies the Disclosing Party upon its receipt of any court order or other document that requests or demands disclosure of Proprietary Information; and (ii) assert the privileged and confidential nature of the Proprietary Information against the third party seeking disclosure; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure of the Proprietary Information. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Proprietary Information, but only to the extent necessary to legally comply with such compelled disclosure and to have such required disclosure made under a protective secrecy order.\n7. The Receiving Party shall notify the Disclosing Party in writing immediately upon discovery of any unauthorized use or disclosure of Proprietary Information, and will reasonably cooperate with the Disclosing Party to regain possession of the Proprietary Information and prevent its further unauthorized use.\n8. Proprietary Information shall remain the property of the originating party. Neither this Agreement nor any exchange of Proprietary Information hereunder shall be construed as granting any right or license under any copyright, invention, or patent now or hereafter owned or controlled by either party. Each party shall use and rely upon Proprietary Information received from the other at its sole risk and expense.\n9. All notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be sent by facsimile, overnight courier or registered airmail, postage prepaid, addressed as follows:\nFor Pilot Site:\nYale Plastic and Reconstructive Surgery\nDepartment of Surgery\nYale School of Medicine\n333 Cedar Street (BB-330)\nP.O. Box 208041 New Haven, Connecticut 06520-8041\nAttention: Dr. Yuan Liu/Dr. John Persing\nFacsimile: 203-785-5714\nFor ABP:\nAdvanced BioPhotonics Inc.\n125 Wilbur Place, Suite 120\nBohemia, New York 11716\nAttention: Kevin Healy, General Counsel\nFacsimile: 631-244-7960\nEither party hereto may change its address by a notice given to the other party hereto in the manner set forth above. Notice given by mail shall be considered to have been given five (5) days after the mailing thereof, and notices given by facsimile shall be considered to have been given when received.\n10. This Agreement may be terminated by either party upon thirty (30) days written notice to the other. Unless thus earlier terminated, this Agreement shall terminate upon completion of the Pilot Study. The confidentiality obligations under this Agreement will survive termination of this Agreement for a period of three (3) years.\n11. Upon termination, the Receiving Party shall cease use of the Disclosing Party's Proprietary Information, and shall destroy all Proprietary Information, including without limitation, reports, analyses, e-mails or any other derivative embodiments of the Proprietary Information, , together with all copies thereof, in its possession or control and furnish the Disclosing Party with written certification of destruction. Alternatively, at the request of the Disclosing Party, the Receiving Party shall return all such Proprietary Information, including without limitation, reports, analyses, e-mails or any other derivative embodiments of the Proprietary Information, together with all copies thereof to the Disclosing Party. The Receiving Party shall ensure that all copies of Proprietary Information stored electronically on its server, tape backup or on the hard drives of computers used by Receiving Party's Affiliates in connection with the Pilot Study have been permanently deleted and Receiving Party shall certify such deletion in writing to the Disclosing Party.\n12. Each party shall bear all costs and expenses incurred by it under or in connection with this Agreement, provided, however, that the prevailing party in any litigation commenced to enforce or construe the terms of this Agreement shall be entitled to collect from the other party the costs of such litigation, including reasonable attorneys' fees. Nothing in this Agreement shall be construed as an obligation by either party to enter a contract, subcontract, or other business relationship with the other party in connection with the Pilot Study.\n13. The Receiving Party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Receiving Party, including, without limitation, the actual or threatened disclosure of the Disclosing Party's Proprietary Information without the prior express written consent of the Disclosing Party, the Disclosing Party will suffer an irreparable injury, such that no remedy at law will afford the Disclosing Party with adequate protection against, or appropriate compensation for, such injury. The Receiving Party hereby agrees that the Disclosing Party may be entitled to specific performance of the Receiving Party's obligations under this Agreement, as well as further relief (injunctive or otherwise) as may be granted by a court of competent jurisdiction.\n14. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Connecticut and shall be enforceable in the courts of that state.\n15. This Agreement contains the entire understanding between the parties, superseding all prior or contemporaneous communications, agreements and understandings between the parties with respect to the exchange of Proprietary Information in connection with the Pilot Study.\n16. If any part, term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with international law or any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions of this Agreement shall not be affected thereby.\n17. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\nIN WITNESS WHEREOF, each party has caused this Agreement to be executed in duplicate originals by its duly authorized representative.\nYALE UNIVERSITY ADVANCED BIOPHOTONICS INC.\nSCHOOL OF MEDICINE\nBy: By:\n---------------------------------- -----------------------------\nName: Penrhyn E. Cook Name: Denis A. O'Connor\nTitle: Executive Director Title: President and CEO\nGrant and Contract Administration\nYALE UNIVERSITY\nSCHOOL OF MEDICINE\nBy:\nName: Dr. John Persing\nTitle: Principal Investigator\nBy:\nName: Dr. Yuan Liu\nTitle: Principal Investigator\n32\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 697 - ], - [ - 698, - 998 - ], - [ - 998, - 1175 - ], - [ - 1175, - 1312 - ], - [ - 1312, - 1621 - ], - [ - 1621, - 1763 - ], - [ - 1764, - 2226 - ], - [ - 2226, - 2745 - ], - [ - 2745, - 2883 - ], - [ - 2883, - 3027 - ], - [ - 3027, - 3208 - ], - [ - 3209, - 3762 - ], - [ - 3762, - 4010 - ], - [ - 4010, - 4342 - ], - [ - 4342, - 4530 - ], - [ - 4531, - 4673 - ], - [ - 4673, - 4743 - ], - [ - 4743, - 4804 - ], - [ - 4805, - 4895 - ], - [ - 4896, - 5148 - ], - [ - 5149, - 5374 - ], - [ - 5375, - 5544 - ], - [ - 5545, - 5705 - ], - [ - 5706, - 5904 - ], - [ - 5904, - 6072 - ], - [ - 6072, - 6202 - ], - [ - 6202, - 6399 - ], - [ - 6399, - 6704 - ], - [ - 6705, - 7015 - ], - [ - 7016, - 7095 - ], - [ - 7095, - 7320 - ], - [ - 7320, - 7432 - ], - [ - 7433, - 7673 - ], - [ - 7674, - 7689 - ], - [ - 7690, - 7729 - ], - [ - 7730, - 7751 - ], - [ - 7752, - 7775 - ], - [ - 7776, - 7801 - ], - [ - 7802, - 7851 - ], - [ - 7852, - 7892 - ], - [ - 7893, - 7916 - ], - [ - 7917, - 7925 - ], - [ - 7926, - 7952 - ], - [ - 7953, - 7980 - ], - [ - 7981, - 8004 - ], - [ - 8005, - 8044 - ], - [ - 8045, - 8068 - ], - [ - 8069, - 8187 - ], - [ - 8187, - 8372 - ], - [ - 8373, - 8477 - ], - [ - 8477, - 8576 - ], - [ - 8576, - 8704 - ], - [ - 8705, - 9127 - ], - [ - 9127, - 9432 - ], - [ - 9432, - 9777 - ], - [ - 9778, - 10128 - ], - [ - 10128, - 10327 - ], - [ - 10328, - 10837 - ], - [ - 10837, - 11103 - ], - [ - 11104, - 11269 - ], - [ - 11270, - 11542 - ], - [ - 11543, - 11851 - ], - [ - 11852, - 12034 - ], - [ - 12035, - 12168 - ], - [ - 12169, - 12211 - ], - [ - 12212, - 12230 - ], - [ - 12231, - 12238 - ], - [ - 12239, - 12274 - ], - [ - 12274, - 12303 - ], - [ - 12304, - 12349 - ], - [ - 12350, - 12400 - ], - [ - 12401, - 12434 - ], - [ - 12435, - 12450 - ], - [ - 12451, - 12469 - ], - [ - 12470, - 12473 - ], - [ - 12474, - 12496 - ], - [ - 12497, - 12526 - ], - [ - 12527, - 12530 - ], - [ - 12531, - 12549 - ], - [ - 12550, - 12579 - ], - [ - 12580, - 12582 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 14, - 53, - 54, - 55 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 18, - 52 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 14, - 53, - 54, - 55 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 17 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001096182/000114420406021678/0001144204-06-021678.txt" - }, - { - "id": 482, - "file_name": "1100772_0001038838-02-000125_ex1032sb2no5.txt", - "text": "APPENDIX \"A\"\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT is made and entered into this the 7th day of November 2001.\nBETWEEN: SMART CHIP TECHNOLOGIES, LLC\na corporation incorporated under the laws of the United States of America\nAND: CONSUMER ECONOMIC OPPORTUNITIES INC.\na corporation incorporated under the Canada Business Corporations Act\nWHEREAS, the Parties are desirous of exchanging information relating to confidential and more specifically relating, but not limited, to technical data, marketing, business information, and pricing, all for the purpose of exploring future potential business relationships to the mutual benefit of both Parties hereto.\nIt is anticipated that each of the undersigned Parties shall, from time to time, disclose to the other Party certain technical or business information. With respect to all such information, including any reports or other documents resulting from such exchange of information between the Parties. Each of the Parties agree to the following terms:\n1. \"Confidential Information\" means all information provided by either Party in writing or visual form which Party desires to protect from disclosure and which is marked with an appropriate stamp or legend designating such material as \"Confidential\"; and all information provided orally by a Party which that Party desires to protect from disclosure provided that such information is identified as Confidential at the time it is transmitted and is subsequently confirmed as such in writing by the disclosing Party within fifteen (15) days after such verbal transmittal.\n2. For a period of five (5) years following the date of each such disclosure or development the receiving Party shall maintain such Confidential Information as confidential, except:\n(a) Confidential Information which is or becomes known publicly through no fault of the receiving Party; or\n(b) Confidential Information learned by the receiving Party from a third party entitled to disclose it; or\n(c) Confidential Information already known to the receiving Party before receipt from the disclosing Party as shown by the receiving Party's written records; or\n(d) Confidential Information which is independently developed by the receiving Party as shown by the receiving Party's written records; or\n(e) Confidential Information which must be disclosed under operation of law.\n(f) Confidential Information which is approved for release by written authorization of the disclosing Party\n3. The receiving Party shall not, without prior written permission of the disclosing Party, furnish to any third Party any information, equipment or material embodying or made by use of any Confidential Information received or developed hereunder nor use such information for purposes other than internal evaluation so long as such Confidential Information must be maintained confidential. All Confidential Information in tangible form, and any copies thereof, disclosed hereunder, shall be promptly returned to the disclosing Party at the disclosing Party's written request, or destroyed at the disclosing Parties request provided that confirmation of destruction is given to the disclosing Party.\n4. The receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorised use, dissemination or publication of the Confidential Information.\n5. In the event of any breach or threatened breach by the receiving Party of its obligations hereunder, the disclosing Party shall have whatever rights and remedies are available to it at law or in equity, provided, however, that in no event shall either Party be liable for any consequential damages of any nature whatsoever.\n6. This Agreement shall not be construed as granting or conferring any rights to license or otherwise, expressly, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement.\n7. Neither Party shall disclose Confidential Information nor assign work hereunder to anyone other than the receiving Party's employees who have agreed in writing to maintain the Confidential Information as confidential and to execute all documents deemed reasonably necessary by the disclosing Party to permit compliance with all provisions of this Agreement.\n8. Nothing contained in this Agreement shall constitute a commitment by either Party to the development or release of any future products and/or programs disclosed thereby or restrict either Party in its efforts to improve its existing products and systems and to conceive and develop new products and systems. Additionally, participation in the information exchange pursuant to this Agreement shall not constitute or imply a commitment by either Party to favour or recommend any product or service of the other Party.\nIN WITNESS WHEREOF, the Parties hereto have respectively caused this Mutual Non-disclosure Agreement to be executed by their duly authorized officers at the date first mentioned above.\nConsumer Economic Opportunities Inc. SMART CHIP TECHNOLOGIES, LLC\nBy: /s/ David Vaters By: /s/ Jim Williams\nName: David Vaters Name:\nTitle: President, CEO Title: President & CEO\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 109 - ], - [ - 110, - 147 - ], - [ - 148, - 221 - ], - [ - 222, - 263 - ], - [ - 264, - 333 - ], - [ - 334, - 651 - ], - [ - 652, - 804 - ], - [ - 804, - 948 - ], - [ - 948, - 997 - ], - [ - 998, - 1567 - ], - [ - 1568, - 1749 - ], - [ - 1750, - 1857 - ], - [ - 1858, - 1964 - ], - [ - 1965, - 2125 - ], - [ - 2126, - 2264 - ], - [ - 2265, - 2341 - ], - [ - 2342, - 2449 - ], - [ - 2450, - 2840 - ], - [ - 2840, - 3148 - ], - [ - 3149, - 3399 - ], - [ - 3400, - 3726 - ], - [ - 3727, - 3980 - ], - [ - 3981, - 4341 - ], - [ - 4342, - 4653 - ], - [ - 4653, - 4860 - ], - [ - 4861, - 5045 - ], - [ - 5046, - 5083 - ], - [ - 5083, - 5111 - ], - [ - 5112, - 5153 - ], - [ - 5154, - 5178 - ], - [ - 5179, - 5223 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 18, - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001100772/000103883802000125/0001038838-02-000125.txt" - }, - { - "id": 486, - "file_name": "1104332_0000950144-00-008876_ex10-26.txt", - "text": "NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT\nThis Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to as the \"Agreement\" is made this 6th of February, 1999 by and between High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the \"Parties\", shall include both disclosing party and informed party without prejudice.\nWhereas, the Parties wish to associate themselves for the purpose of working together for their individual and common benefit.\nNow, therefore, in consideration of the representations, agreements, promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:\n1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective date hereof. Such covenant and agreement shall survive termination of this Agreement for any reason whatsoever.\na) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) known and/or available.\nb) For purposes of this Agreement, the term \"associates\" or \"contacts\" shall be defined as: in the case of a business entity its officers, directors, affiliates, subsidiaries, associated entities, and any other business entity in which the business entity owns five percent (5%) or more of the outstanding equity interest.\nc) The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring thereunder, each other's business, business sources and affiliates and each other's propriety knowledge and know-how, and will disclose such information only pursuant to the express written permission of the party who made such information available save where such information deemed to be in the public domain or under the order of a competent Court or Government Agency.\nd) This Agreement and each additional agreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be reproduced, communicated or distributed in any manner whatsoever except on a \"need to know\" basis to persons directly involved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party.\ne) It is understood and agreed that by reason of this \"Agreement\" the \"Parties\" that are involved during the course of business transactions may learn from one another, or from the principals the names, addresses, telephone numbers of lenders, agents, brokers, clients or others hereafter referred to as \"Contracts\" and or \"Associates\".\nf) It is understood and agreed that the \"Contracts\" of each party hereto are and shall be recognized as exclusive and valuable \"Contracts\" and that the parties will not directly or indirectly negotiate or participate in any transaction circumventing the party who first provided the \"Contract\".\n2. The Agreement is valid and effective for all purposes, business, communications, negotiations, disclosures and transactions of whatever nature between the Parties for a period of two (2) years from the effective date hereof.\n3. Each Party represents, warrants and covenants that all information furnished by said party, or to be furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to best of said Party's knowledge, ability and belief.\n4. In the event of circumvention by the \"Parties\" involved in this transaction, either directly or indirectly, it is agreed and guaranteed that a monetary penalty will be paid by the person or persons engaged in or circumvention. This payment will additionally include all reasonable legal expenses incurred by the aggrieved party.\n5. This Agreement contains the entire and complete understanding existing between the Parties of the date of its execution regarding the subject matters contained herein, and all former representations, promises or covenants, whether written or verbal, are null and void.\n6. This Agreement may be modified only by written agreement duly executed by all Parties hereto.\n7. This Agreement shall be binding upon, and inure to the benefit of the heirs, legal representatives, successors, designees, and/or assigns of the Parties. The executor, administrator, or personal representative of a deceased party shall execute and deliver any document(s) or legal instrument(s) necessary or desirable to carry out the provisions hereof.\n8. Any written notice required or allowed to be given hereunder shall be deemed to have been duly and properly given and delivered (a) as of the date actually hand delivered to the Party to be charged with receipt.\n9. Any copy of this Agreement, or any other documents executed and/or signed by any of the Parties hereto, and sent to another Party hereto by facsimile transmission carries the full force and effect as if it were the hand delivered original.\n10. This Agreement was negotiated and prepared jointly by all Parties hereto, and each Party acknowledges that they have had ample opportunity to consult legal, financial and other counsel\nconcerning all aspects, terms and condition of this Agreement. This Agreement may be executed in multiple counterpart copies, each of which shall be deemed a duplicate original.\n11. No party shall be considered or adjudged to be in violation of this Agreement when the violation is due to situations beyond the said party's control, such as acts of God, civil disturbances, theft, or said Party's connections having prior knowledge or possession of privileged information, contacts, or contacts without the disclosure, intervention or assistance of said party or aid Parties associates as defined herein. Essentially, the spirit behind this Agreement is one of mutual trust, confidence and reliance upon each party to do what is fair and equitable.\n12. This Agreement is a full recourse agreement concluded under the laws of Pennsylvania and said forum shall be applicable law covering the construction, interpretation, execution, validity, enforceability, performance, and any other such matters in respect to this Agreement, including any breach or claim of breach hereof.\n13. This Agreement shall be governed by law and construed to be in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed solely in such State by parties thereof. Any dispute arising out of this Agreement shall be adjudicated in arbitration under the rules of the American Arbitration Association. The prevailing party in any dispute shall be reimbursed reasonable attorneys fees.\nIN WITNESS WHEREOF, THE \"PARTIES\" HERETO HAVE EXECUTED THIS \"AGREEMENT\" ON THE DATES SET FORTH BELOW.\nAgreed, executed and acknowledged on 2/9/99, 1999\n/s/ Michael M. Cimino\nMike Cimino for High Speed Net Solutions\n/s/ Richard Seifert 02/08/99\nRichard Seifert for R J Seifert Enterprises\n", - "spans": [ - [ - 0, - 46 - ], - [ - 47, - 249 - ], - [ - 249, - 408 - ], - [ - 409, - 535 - ], - [ - 536, - 778 - ], - [ - 779, - 930 - ], - [ - 930, - 1028 - ], - [ - 1029, - 1475 - ], - [ - 1476, - 1798 - ], - [ - 1799, - 2282 - ], - [ - 2283, - 2668 - ], - [ - 2669, - 3005 - ], - [ - 3006, - 3300 - ], - [ - 3301, - 3528 - ], - [ - 3529, - 3805 - ], - [ - 3806, - 4036 - ], - [ - 4036, - 4137 - ], - [ - 4138, - 4409 - ], - [ - 4410, - 4506 - ], - [ - 4507, - 4664 - ], - [ - 4664, - 4863 - ], - [ - 4864, - 4995 - ], - [ - 4995, - 5078 - ], - [ - 5079, - 5321 - ], - [ - 5322, - 5510 - ], - [ - 5511, - 5574 - ], - [ - 5574, - 5688 - ], - [ - 5689, - 6116 - ], - [ - 6116, - 6259 - ], - [ - 6260, - 6585 - ], - [ - 6586, - 6797 - ], - [ - 6797, - 6932 - ], - [ - 6932, - 7014 - ], - [ - 7015, - 7116 - ], - [ - 7117, - 7166 - ], - [ - 7167, - 7171 - ], - [ - 7171, - 7188 - ], - [ - 7189, - 7229 - ], - [ - 7230, - 7250 - ], - [ - 7250, - 7258 - ], - [ - 7259, - 7302 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 17 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001104332/000095014400008876/0000950144-00-008876.txt" - }, - { - "id": 488, - "file_name": "1108244_0001012870-00-001650_document_32.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\n1. \"Confidential Information\" is that confidential, proprietary, and trade secret information being disclosed by the disclosing party pursuant to this Agreement.\n2. Except as set forth in this Section 2, all Confidential Information shall be in tangible form and shall be marked as Confidential or proprietary information of the disclosing party. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure and confirmed in a writing to the recipient within thirty (30) days of such disclosure.\n3. Each of the parties agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the other party and any purpose the other party may hereafter authorize in writing. Each of the parties agrees that it shall disclose Confidential Information of the other party only to those of its employees, consultants, advisors and investors who need to know such information and who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement.\n4. There shall be no liability for disclosure or use of Confidential Information which is (a) in the public domain through no fault of the receiving party (b) rightfully received from a third party without any obligation of confidentiality, (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party, (d) independently developed by the receiving party without use of any Confidential Information and by persons who have not had access to any Confidential Information (e) generally made available to third parties without any restriction on disclosure, or (f) communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement (provided that the party so disclosing has provided the other party with a reasonable opportunity to seek protective legal treatment for such Confidential Information).\n5. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, and each of the parties represents that it exercises reasonable care to protect its own Confidential Information.\n6. Each of the parties agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party unless otherwise specified in writing by the disclosing party.\n* Confidential portions have been omitted from this public filing and have been filed separately with the Securities Exchange Commission.\n7. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to one party by the other, and which are designated in writing to be the property of such party, shall remain the property of such party and shall be returned to it promptly at its request, together with any copies thereof.\n8. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however, that each party's obligations under Sections 2 and 3 with respect to Confidential Information of the other party which it has previously received shall continue unless and until such Confidential Information falls within Section 4. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. Neither party acquires any licenses under any intellectual property rights of the other party under this Agreement.\n* Confidential portions have been omitted from this public filing and have been filed separately with the Securities Exchange Commission.\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 193 - ], - [ - 194, - 379 - ], - [ - 379, - 588 - ], - [ - 589, - 978 - ], - [ - 978, - 1379 - ], - [ - 1380, - 1470 - ], - [ - 1470, - 1535 - ], - [ - 1535, - 1621 - ], - [ - 1621, - 1757 - ], - [ - 1757, - 1923 - ], - [ - 1923, - 2011 - ], - [ - 2011, - 2371 - ], - [ - 2372, - 2663 - ], - [ - 2664, - 2933 - ], - [ - 2934, - 3071 - ], - [ - 3072, - 3423 - ], - [ - 3424, - 3949 - ], - [ - 3949, - 4069 - ], - [ - 4069, - 4184 - ], - [ - 4185, - 4322 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 1 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 2, - 3 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 10 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 3 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 6, - 12 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 8, - 9 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001108244/000101287000001650/0001012870-00-001650.txt" - }, - { - "id": 507, - "file_name": "313522_0000912057-02-040085_a2091647zex-99_d3.htm", - "text": "NON-DISCLOSURE AGREEMENT\n This Non-Disclosure Agreement (the \"Agreement\") is entered into as of July 26, 2002 by and between Big Sky Transportation Company (\"Big Sky\") and Mesaba Holdings, Inc. (\"Holdings\").\n In connection with a potential transaction (the \"Transaction\") between Holdings and Big Sky, Big Sky has and will furnish to Holdings certain information (\"Information\") including but not limited to financial, marketing and operational information, and such other information necessary for Holdings to evaluate the transaction. The term \"Information\" shall mean all information that Big Sky has furnished or is furnishing to Holdings, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided, as well as all information generated by Holdings or by its Representatives, as defined below, that contains, reflects or is derived from the furnished information.\n In consideration of Big Sky's disclosure to Holdings of the Information, Holdings agrees that it will keep the Information confidential and that the Information will not, without the prior written consent of Big Sky, be disclosed by Holdings or by its officers, directors, employees, agents or representatives (collectively, \"Representatives\"), in any manner whatsoever, in whole or in part, and shall not be used by Holdings or by its Representatives, other than in connection with evaluating the Transaction. Moreover, Big Sky agrees to transmit the Information only to such of its Representatives who need to know the Information for the sole purpose of assisting Holdings in evaluating the Transaction and who are informed of this Agreement.\n Notwithstanding the foregoing, the above restrictions shall not apply to the following:\n(i) Information that is publicly available at the time of disclosure (through no act of Holdings of any of its Representatives);\n(ii) Information that is disclosed to Holdings by a third party that did not disclose it in violation of a duty of confidentiality;\n(iii) Information that was known to Holdings before such Information was provided to it or its Representatives by or on behalf of Big Sky;\n(iv) disclosures that are required to be made by Holdings or any of its Representatives under legal process by subpoena or other court order or other applicable laws or regulations (provided, however, that Holdings makes reasonable efforts to provide copies of such Information to, or informs Big Sky before disclosure), or that are requested by Big Sky.\n Without the prior written consent of Big Sky, neither Holdings nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof. Likewise, without the prior written consent of Holdings, neither Big Sky nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof.\n Big Sky and Holdings agree that, at the conclusion of their review of the Information, or within three business days of the other's request, all copies of the Information, in any form whatsoever, will be delivered by Holdings and its Representatives to Big Sky.\n Neither Big Sky nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Information. Holdings agrees that neither Big Sky nor any of its Representatives shall have any liability to it or to any of its Representatives resulting from the provision or use of the Information.\n Each party acknowledges that it has been informed that the other party is a publicly-traded corporation and that the Information and the Transaction must be secured from any use or dissemination until such time as proper disclosure can be provided to shareholders and the securities markets in order to protect the interests of shareholders of each party and so that the rules and statutes pertaining to information about and trading in publicly held securities can be followed. During\nsuch time as the parties are involved in discussions or negotiations concerning the Transaction and for a period of at least 60 days after conclusion thereof, neither party shall engage in any transactions whatsoever regarding the common stock of the other, whether publicly traded or privately held, registered or nonregistered, including, but not limited to, buying, selling, taking or granting options in or making or receiving offers or tender offers to buy, sell, trade, or exchange any stock of the other, without the express written consent of the other and without first fully complying with all applicable securities laws and regulations and the rules of all exchanges upon which the stock of each respective party is traded, provided however, that the foregoing shall not be construed to limit the right of either party to invest in mutual funds or other commercially available investment vehicles that may acquire the stock of the other party.\n Each party acknowledges and agrees that in the event of any breach of this Agreement by it, the other would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, it is agreed that, in addition to any other remedy to which it may be entitled at law or in equity, each party shall be entitled to an injunction of injunctions (without the posting of any bond and without proof of actual damages) to prevent breaches or threatened breaches of this Agreement and/or to compel specific performance of this Agreement, and that neither party nor any of its Representatives will oppose the granting of such relief.\n No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof.\n Big Sky and Holdings agree that, unless and until a definitive agreement between them with respect to the Transaction has been executed and delivered, neither Holdings nor Big Sky will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression by either party or by any of their respective Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. This Agreement may be modified or waived only by a separate writing by Holdings and Big Sky expressly so modifying or waiving such Agreement.\n This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota applicable to contracts between residents of Minnesota that are to be wholly performed within such state. Big Sky and Holdings hereby irrevocably and unconditionally waive the right to a jury trial in connection with any claim arising out of related to this Agreement, the Information, or the Transaction.\n In witness whereof, this Agreement has been executed as of the date first written above.\nBIG SKY TRANSPORTATION CO.\nBy: /s/ KIM B. CHAMPNEY\nIts: President and CEO\n MESABA HOLDINGS, INC.\nBy: /s/ ROBERT E. 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(\u201cUHS\u201d) and Emergent Group, Inc. (\u201cCompany\u201d), is effective October 26, 2010.\nWhereas, UHS and Company intend to engage in confidential discussions for the purpose of evaluating a potential business transaction between UHS and Company (\u201cBusiness Transaction\u201d), and as part of the Business Transaction, each party anticipates that it will disclose to the other party certain information that its deems confidential and/or proprietary.\nNow, therefore, to assure the confidentiality of the parties\u2019 confidential information and to prevent the unauthorized use or disclosure of this information, UHS and Company agree as follows:\n1. Confidential Information Defined. The term \u201cConfidential Information\u201d means all confidential and proprietary information belonging to one party (the \u201cDisclosing Party\u201d) that is revealed to the other party (the \u201cReceiving Party\u201d) during the Disclosure Period, which begins on the effective date and ends April 26, 2011. Confidential Information, regardless of the form in which it appears, may include, without limitation, information about customers, business and marketing plans, financial data, expertise of employees, forecasts and strategies that is related to the business of the Disclosing Party and is of the type of information that would reasonably be deemed to be confidential.\n2. Use Restriction. The Receiving Party agrees to use the Confidential Information for the sole purpose of evaluating and negotiating the Business Transaction.\n3. Disclosure Restrictions and Exceptions. The Receiving Party will disclose Confidential Information only to its employees and to its representative whose participation is necessary or helpful to evaluate and advance to the Business Transaction and who have agreed to be bound by the terms of this Agreement. The Receiving Party will limit the unauthorized disclosure of Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information. Notwithstanding anything to the contrary in this Agreement, the Receiving Party is not prohibited from disclosing Confidential Information it is legally compelled to disclose (by deposition, subpoena, civil investigative demand, court order or otherwise), provided that the Receiving Party gives the Disclosing Party prompt written notice of any such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained and the Disclosing Party has not waived compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by opinion of counsel it is legally required to furnish and will exercise reasonable efforts to limit the scope and content of such disclosure and obtain confidential treatment of such Confidential Information, Furthermore, the Receiving Party\u2019s obligations under this Agreement do not apply with respect to any Confidential Information that (a) is or becomes generally available to the public other than from the improper action of the Receiving Party, (b) is developed by the Receiving Party without reference to the Confidential Information, (c) was in the Receiving Party\u2019s possession before receipt from the Disclosing Party, or (d) is received by the Receiving Party from a third party who is not subject to an obligation of confidentiality owed to the Disclosing Party.\n4. Nondisclosure of Possible Business Transaction. Except as permitted by the previous paragraph, neither the Receiving Party nor the Receiving Party\u2019s representatives will disclose to any person the fact that the Confidential information has been made available to the Receiving Party or the Receiving Party\u2019s representatives or that the Receiving Party or the Receiving Party\u2019s representatives have inspected any portion of the Confidential Information.\n5. Waiver. The failure of a party to insist, in one or more instances, upon performance of any of the provisions or conditions of this Agreement will not be construed as a waiver of any other provision or condition of this Agreement, and no present waiver will be construed as a future waiver of such provision or condition.\n6. Remedies. Because of the unique and proprietary nature of Confidential Information, it is understood and agreed that remedies at law for a breach by the Receiving Party of its obligations under this Agreement may be inadequate and that in the event of such breach or threatened breach the Disclosing Party will be entitled to seek equitable relief, including without limitation injunctive relief and specific performance. The remedies set forth in this Section are in addition to any other remedies available for any such breach or threatened breach, including the recovery of damages from the breaching party.\n7. Assignment. This Agreement is not assignable by either party without the prior express written consent of the other, except that UHS may assign this Agreement to an affiliate or to a successor in interest to which the business relates.\n8. Entire Agreement and Amendment. This Agreement states the entire understanding of the parties regarding the Disclosing Party\u2019s Confidential Information and it cannot be altered or amended without a writing signed by both parties. This Agreement will not be construed to create any obligation on the part of either party to retain the other party\u2019s services or to compensate the other party in any manner.\n9. Return of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all documents or other materials furnished by the Disclosing Party constituting Confidential Information, together with all copies thereof in the possession, custody or control of the Receiving Party, without retaining any copies. Any destruction must be confirmed by the Receiving Party to the Disclosing Party in writing. Notwithstanding anything to the contrary set forth herein, the Receiving Party is not required to return or destroy computer files stored in the ordinary course of its business as a result of automated back-up procedures (subject, however, to the confidentiality restrictions set forth herein).\n10. Term. The Receiving Party\u2019s obligations imposed pursuant to this Agreement will continue for two years from the date hereof. ACCEPTED AND AGREED TO:\nUniversal Hospital Services, Inc. Emergent Group, Inc.\n7700 France Avenue South, Suite 275 10939 Pendleton Street\nEdina, MN 55435-5228 Sun Valley, CA 91352\nBy: /s/ Timothy W. Kuck [ILLEGIBLE] By: /s/ Bruce J. Haber\nTimothy W. Kuck Bruce J. Haber\nIts: Executive Vice President Its: Chairman & CEO\nDate: 10/26/10 Date: 10/26/10\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 15 - ], - [ - 16, - 40 - ], - [ - 41, - 203 - ], - [ - 204, - 559 - ], - [ - 560, - 751 - ], - [ - 752, - 789 - ], - [ - 789, - 1068 - ], - [ - 1068, - 1442 - ], - [ - 1443, - 1463 - ], - [ - 1463, - 1602 - ], - [ - 1603, - 1646 - ], - [ - 1646, - 1913 - ], - [ - 1913, - 2153 - ], - [ - 2153, - 2610 - ], - [ - 2610, - 3219 - ], - [ - 3219, - 3331 - ], - [ - 3331, - 3422 - ], - [ - 3422, - 3511 - ], - [ - 3511, - 3653 - ], - [ - 3654, - 3705 - ], - [ - 3705, - 4109 - ], - [ - 4110, - 4121 - ], - [ - 4121, - 4434 - ], - [ - 4435, - 4448 - ], - [ - 4448, - 4860 - ], - [ - 4860, - 5048 - ], - [ - 5049, - 5064 - ], - [ - 5064, - 5287 - ], - [ - 5288, - 5323 - ], - [ - 5323, - 5521 - ], - [ - 5521, - 5695 - ], - [ - 5696, - 5735 - ], - [ - 5735, - 6092 - ], - [ - 6092, - 6185 - ], - [ - 6185, - 6479 - ], - [ - 6480, - 6490 - ], - [ - 6490, - 6609 - ], - [ - 6609, - 6632 - ], - [ - 6633, - 6687 - ], - [ - 6688, - 6693 - ], - [ - 6693, - 6730 - ], - [ - 6730, - 6746 - ], - [ - 6747, - 6788 - ], - [ - 6789, - 6829 - ], - [ - 6829, - 6847 - ], - [ - 6848, - 6864 - ], - [ - 6864, - 6878 - ], - [ - 6879, - 6928 - ], - [ - 6929, - 6944 - ], - [ - 6944, - 6950 - ], - [ - 6950, - 6958 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Contradiction", - "spans": [ - 33, - 34, - 35 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33, - 35 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 33, - 35 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 21 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001021097/000104746911001653/a2202345zex-99_d10.htm" - }, - { - "id": 563, - "file_name": "1094814_0001140361-18-017998_s002178x1_ex99d7.htm", - "text": "Exhibit 99(d)(7)\nNON-DISCLOSURE AGREEMENT\nThis Mutual Non-disclosure Agreement (the \u201cAgreement\u201d) is entered into and effective as of the 28 day of November, 2017, by and between:\nBlackstreet Capital Holdings, LLC, a Delaware LLC having the address specified on the signature page (the \u201cPotential Acquiror\u201d)\n- and -\nthe undersigned Potential Acquiree, a Delaware corporation, having the address specified on the signature page (the \u201cCompany\u201d)\nRECITALS:\nA. The parties to this Agreement want to enter into discussions concerning a potential business transaction, including a potential acquisition transaction (the \u201cProposed Transaction\u201d).\nB. In connection with such discussions, the parties contemplate exchanging information, including confidential and proprietary information.\nC. Each party agrees to protect the proprietary and confidential information of the other.\nNOW THEREFORE in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following:\nScope of Confidential Information\n1. \u201cConfidential Information\u201d means, for each party, whether in oral, written or in electronic form:\n(i) any information, data, intellectual property (including trade secrets), facts and financial information relating to the existing or proposed business, products, customers or services of such party and its affiliates that are treated as confidential by it, or ought to be considered confidential from their nature or the circumstances surrounding their disclosure; (ii) the existence of, and either party's potential participation in, the Proposed Transaction (including the contents and details of any discussions and negotiations of the terms, conditions and other matters with respect thereto); and (iii) any reports, analyses, forecasts, memoranda, compilations, studies, notes or summaries of such information, or other written or electronic documents prepared by, or on behalf of or for the Recipient or affiliates, directors, officers, managers, employees, shareholders, members or other equity holders, agents or advisors (\u201cRepresentatives\u201d) of the Recipient, to the extent that they use, contain, relate to, reflect, or are derived from such information (collectively, \u201cDerivative Confidential Information\u201d).\n2. Notwithstanding the foregoing, information which would otherwise be considered \u201cConfidential Information\u201d, is not subject to the terms of this Agreement if such information is:\n(a) in the public domain other than as a consequence of a breach of the obligations contained in this Agreement or other duty of confidentiality to the Disclosing Party relating to such information;\n(b) known by the party receiving the Confidential Information (the \u201cRecipient\u201d) prior to the disclosure of the Confidential Information by the disclosing party (the \u201cDisclosing Party\u201d) without any other obligation of confidentiality to the Disclosing Party;\n(c) independently developed by the Recipient without breach of this Agreement or other duty of confidentiality to the Disclosing Party relating to such information; or\n(d) received by the Recipient from a third party who is not subject to obligations similar to the obligations contained in this Agreement, including any duty of confidentiality to the Disclosing Party relating to such information.\nObligation to Maintain Confidentiality\n3. The Recipient will keep, and will cause its Representatives to keep, the Confidential Information of the Disclosing Party confidential. The Recipient will not disclose the Confidential Information or use or permit the Confidential Information to be disclosed or used, to or by any person except Recipient\u2019s Representatives, in each case, who agree to be bound by the terms of this Agreement. In any such case Confidential Information will be disclosed only to those Representatives with a need to know the Confidential Information for the purpose of the Proposed Transaction, and (iv) only so much of the Confidential Information as is necessary for a particular individual to perform his or her function will be disclosed to that individual. Under no circumstances shall the Recipient or its Representatives use the Disclosing Party\u2019s Confidential Information in any manner or for any purpose other than evaluating and negotiating the Proposed Transaction. In any event, the Recipient will be responsible for any breach of this Agreement by its Representatives.\n4. The Recipient agrees to take all reasonable steps (including those steps that the Recipient takes to protect its own information, data or other tangible or intangible property that it regards as confidential) to ensure the confidentiality of the Disclosing Party\u2019s Confidential Information.\n5. Except as provided in Section 3, the Recipient will not, without the consent of the Disclosing Party, (i) disclose to any person the fact that it has obtained the Confidential Information, or (ii) make any disclosure respecting any Proposed Transaction between the parties to any third party, including, without limitation, any suppliers, customers or clients of each party.\n6. Notwithstanding the other provisions of this Agreement, the Company and its Representatives may disclose to other potential parties for a Proposed Transaction that it is considering or negotiating a Proposed transaction and the terms and conditions thereof, but may not disclose the involvement of the Company or any other information identifying the involvement of the Company.\n7. Notwithstanding the other provisions of this Agreement, the Company or any of its Representatives may disclose Confidential Information to the extent necessary to defend any litigation claim or cause of action brought against it by the other party relating to the Proposed Transaction or this Agreement; provided that the Disclosing Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party's expense, to obtain assurances that any such disclosed Confidential Information will be afforded confidential treatment.\n8. If the Recipient, or anyone else to whom Confidential Information is provided as permitted by this Agreement, receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, Recipient will make a reasonable effort to provide the Disclosing Party with prompt notice so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Disclosing Party waives compliance with this Agreement, the compelled person will furnish only that portion of the Confidential Information which Recipient is informed by advice of its counsel that it is required to disclose.\nOwnership of Confidential Information\n9. All right, title and interest in and to a Disclosing Party\u2019s Confidential Information will remain the exclusive property of the Disclosing Party and the Confidential Information will be held in trust and confidence by the Recipient and its Representatives. No interest, license or any right respecting the Confidential Information, other than expressly set out in this Agreement, is granted to the Recipient under this Agreement by implication or otherwise.\n10. All written, electronic or oral information that contains any part of a Disclosing Party\u2019s Confidential Information (including any Derivative Confidential Information) will remain the property of the Disclosing Party.\nReturn or Destruction of Confidential Information\n11. The Recipient will, within five business days of a written request by the Disclosing Party, confirm that it has destroyed the original provided to Recipient (and all copies made by it) any documents (in whatever form or medium) provided, or made available for review by, the Disclosing Party (including any Derivative Confidential Information). Notwithstanding the immediately preceding sentence, the parties agree that destruction will not be made of (i) any electronic copy of any Confidential Information that was created pursuant to the standard electronic backup and archival procedures of the Recipient if (x) personnel of the Recipient whose functions are not primarily internal information technology in nature do not have access to such retained copies and (y) personnel of the Recipient whose functions are primarily internal information technology in nature have access to such copies only as reasonably necessary for the performance of their internal information technology duties (e.g., for purposes of system recovery). The parties further agree that they will continue to treat as confidential in accordance with the Agreement, any Confidential Information retained pursuant to the second sentence of this Section 11.\nNo Liability Regarding Confidential Information\n12. The Recipient acknowledges that (i) the Disclosing Party is not obligated to provide any information pursuant to this Agreement, (ii) the Confidential Information is being given to it without liability on the part of the Disclosing Party or any of its Representatives, and (iii) no representation or warranty with respect to the Confidential Information is made by the Disclosing Party or any of its Representatives. The Recipient agrees that neither the Disclosing Party nor any of its Representatives will have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information by the Recipient or its Representatives.\nGeneral\n13. The Recipient agrees that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement by the Recipient or its Representatives, and that any court having competent jurisdiction may enter a preliminary and/or permanent restraining order, injunction or order for specific performance, without posting any bond, in the event of an actual or threatened breach of any of the provisions of this Agreement, in addition to any other remedy at law or in equity available to the Disclosing Party.\n14. This Agreement will terminate on the first anniversary of the date hereof.\n15. The furnishing of Confidential Information pursuant to this Agreement does not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into any agreement or negotiation with another party with respect to a Proposed Transaction or otherwise.\n16. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter. No amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound.\n17. This Agreement may not be assigned by either party without the prior written consent of the other party.\n18. This Agreement is to be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law that would cause the laws of any other jurisdiction to be applicable.\n19. Each of the parties hereto expressly agree that they will not, and will not permit any of its Representatives to directly or indirectly, hire an employee of the other party, or solicit or induce any employee of the other party to leave such employee\u2019s position with the other party, for a period of one year. However, this paragraph shall not prohibit the Potential Acquiror or any of its affiliates from soliciting or hiring an employee who responds to a general solicitation of employment.\n20. To the extent that any Confidential Information includes materials subject to the attorney-client privilege or similar privileges or protections, such disclosure is inadvertent and the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party.\n21. This Agreement may be signed in any number of counterparts (including by PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.\n22. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN WITNESS WHEREOF the parties have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives.\nCompany Name: Cartesian, Inc.\nBy: /s/ Donald J. Tringali\nName: Donald J. Tringali\nTitle: Executive Chairman\nDate 11-28-17\nPotential Acquiror:\nBy: /s/ Jonathon Tipton\nName: Jonathan Tipton\nTitle: Senior Vice President of Blackstreet Capital Holdings, LLC\nDate 11/28/17\n", - "spans": [ - [ - 0, - 16 - ], - [ - 17, - 41 - ], - [ - 42, - 178 - ], - [ - 179, - 306 - ], - [ - 307, - 314 - ], - [ - 315, - 441 - ], - [ - 442, - 451 - ], - [ - 452, - 636 - ], - [ - 637, - 776 - ], - [ - 777, - 867 - ], - [ - 868, - 1079 - ], - [ - 1080, - 1113 - ], - [ - 1114, - 1214 - ], - [ - 1215, - 1583 - ], - [ - 1583, - 1820 - ], - [ - 1820, - 2335 - ], - [ - 2336, - 2515 - ], - [ - 2516, - 2714 - ], - [ - 2715, - 2972 - ], - [ - 2973, - 3140 - ], - [ - 3141, - 3371 - ], - [ - 3372, - 3410 - ], - [ - 3411, - 3550 - ], - [ - 3550, - 3806 - ], - [ - 3806, - 3994 - ], - [ - 3994, - 4157 - ], - [ - 4157, - 4372 - ], - [ - 4372, - 4476 - ], - [ - 4477, - 4770 - ], - [ - 4771, - 4876 - ], - [ - 4876, - 4966 - ], - [ - 4966, - 5148 - ], - [ - 5149, - 5530 - ], - [ - 5531, - 6100 - ], - [ - 6101, - 6569 - ], - [ - 6569, - 6879 - ], - [ - 6880, - 6917 - ], - [ - 6918, - 7178 - ], - [ - 7178, - 7378 - ], - [ - 7379, - 7600 - ], - [ - 7601, - 7650 - ], - [ - 7651, - 8000 - ], - [ - 8000, - 8107 - ], - [ - 8107, - 8267 - ], - [ - 8267, - 8421 - ], - [ - 8421, - 8689 - ], - [ - 8689, - 8887 - ], - [ - 8888, - 8935 - ], - [ - 8936, - 8972 - ], - [ - 8972, - 9069 - ], - [ - 9069, - 9213 - ], - [ - 9213, - 9357 - ], - [ - 9357, - 9602 - ], - [ - 9603, - 9610 - ], - [ - 9611, - 10140 - ], - [ - 10141, - 10219 - ], - [ - 10220, - 10524 - ], - [ - 10525, - 10783 - ], - [ - 10783, - 10885 - ], - [ - 10885, - 10994 - ], - [ - 10995, - 11103 - ], - [ - 11104, - 11333 - ], - [ - 11334, - 11432 - ], - [ - 11432, - 11647 - ], - [ - 11647, - 11829 - ], - [ - 11830, - 12369 - ], - [ - 12370, - 12626 - ], - [ - 12627, - 12653 - ], - [ - 12653, - 12810 - ], - [ - 12810, - 12939 - ], - [ - 12940, - 12969 - ], - [ - 12970, - 12996 - ], - [ - 12997, - 13021 - ], - [ - 13022, - 13047 - ], - [ - 13048, - 13061 - ], - [ - 13062, - 13081 - ], - [ - 13082, - 13105 - ], - [ - 13106, - 13127 - ], - [ - 13128, - 13193 - ], - [ - 13194, - 13207 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 37, - 38, - 39 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 12, - 14, - 29, - 30, - 32 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12, - 13, - 14, - 15 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 12, - 13 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 42, - 43, - 44, - 45 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12, - 13, - 14, - 15 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 62, - 63 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12, - 15, - 23, - 24, - 25 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12, - 15, - 23, - 24, - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 26 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001094814/000114036118017998/s002178x1_ex99d7.htm" - }, - { - "id": 575, - "file_name": "1253176_0001193125-18-317778_d567323dex1024.htm", - "text": "Exhibit 10.24\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis agreement, made as of January 28, 2014 (the \u201cEffective date\u201d), between Vapotherm, Inc. (\u201cVapotherm\u201d), a corporation located at 22 Industrial Drive, Exeter, NH 03833 and organized under the laws of Delaware, and John Coolidge, located at xxx (the \u201cReceiving Party\u201d).\nWHEREAS Vapotherm is in the business of developing medical device technology (the \u201cTechnology\u201d), and Vapotherm wishes to preserve the secrecy of that Technology.\nWHEREAS Vapotherm desires to provide Confidential Information to Receiving Party for the specific purposes identified herein, and Receiving Party desires to obtain and evaluate such Confidential Information from Vapotherm for the specific purposes identified herein.\nNOW THEREFORE, in consideration of mutual covenants and mutual promises set forth herein, the parties hereto agree as follows:\n1. Definition. \u201cConfidential Information\u201d shall, mean all intellectual property, business plans, financial records and strategies, marketing plans, contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral, or verbal disclosures. \u201cConfidential Information\u201d shall not include:\na. Information that was in the public domain, in its entirety in a unified form, at the time of disclosure to Receiving Party by Vapotherm;\nb. Information known to Receiving Party prior to its disclosure by Vapotherm, such prior knowledge to be demonstrated by Receiving Party\u2019s records prepared before the date the Confidential Information is disclosed by Vapotherm;\nc. Information that becomes part of the public domain after the date of disclosure by Vapotherm through no fault of Receiving Party;\nd. Information that is disclosed by a third party to Receiving Party after the date of disclosure by Vapotherm, where the third party did not require Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from Vapotherm.\n2. Purpose. Vapotherm agrees to disclose the Confidential Information only for the following specific purpose (\u2018Permitted Purpose\u201d): ________________________________________________________________________________________________ ________________________________________________________________________________________________\n3. Nondisclosure. The Receiving Party agrees that, in consideration of access to the Confidential Information, it shall hold such Confidential Information in strict confidence and shall take all measures necessary to prevent the Confidential Information from falling into the public domain or into the possession of the persons not bound to this Agreement. The Receiving Party further agrees:\na. To use Confidential Information for the Permitted Purpose;\nb. Not to disclose Confidential Information to any other entity, except as expressly authorized in writing by Vapotherm;\nc. Not to use Confidential Information in such a way as to hinder, interfere with, or in any way circumvent Vapotherm\u2019s interest in the Technology, or consulting or business relations between and among Vapotherm and third parties;\nd. Not to copy Confidential Information in whole or in part, without the express written permission of Vapotherm;\ne. To return Confidential Information, including all copies and records thereof, to Vapotherm, at the Receiving Party\u2019s expense, within five (5) business days after: (i) receipt of a written request from Vapotherm; (ii) a decision by Receiving Party not to enter into any consulting relationship with Vapotherm; or, (iii) within thirty (30) days following the termination of this Agreement.\n4. Receiving Party\u2019s Procedures. Receiving Party shall disclose Confidential Information only to those of its employees, agents and independent contractors who have a need to know such information for the Permitted Purpose. Receiving Party shall require all employees, agents and independent contractors who have access to Confidential Information to execute a confidentiality agreement limiting their use of such information to the Permitted Purpose and prohibiting them from disclosing such information to third parties.\n5. Injunctive Relief. Because of the unique nature of the Confidential information, the Receiving Party understands and agrees that Vapotherm will suffer irreparable harm in the event that any party hereto fails to comply with any of the terms of the Agreement, and monetary damages may be inadequate to compensate such breach. Accordingly, the Receiving Party agrees that Vapotherm will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement.\n6. Misuse of Confidential Information. The Receiving Party shall promptly advise Vapotherm, in writing, of any misappropriation or misuse of the Confidential Information, by any entity, which may come to its attention.\n7. Inventions. Inventions means all discoveries, improvements, modifications and enhancements relating to the Technology that are conceived, developed or reduced to practice by Receiving Party during die Term, either solely or jointly with others: (i) during the course of or as a result of performing the Permitted Purpose, or (ii) that are related to or attributable to Vapotherm\u2019s products, or later modifications thereof, whether patentable or not, and all Intellectual Property rights therein. All Inventions will be immediately reported to Vapotherm and shall be the exclusive property of Vapotherm. The Receiving Party will perform, at Vapotherm\u2019s request and expense, any act which it can reasonably perform that Vapotherm deems necessary to vest title to such inventions and ideas in Vapotherm and to execute any and all patent applications in connection therewith.\n8. Government Order. In the event that the Receiving Party is ordered to disclose the Confidential Information pursuant to a judicial or governmental request, requirement or order, Receiving Party shall immediately notify Vapotherm and take reasonable steps to assist Vapotherm in contesting such request, requirement or order or otherwise protecting Vapotherm\u2019s rights.\n9. Compliance With Export Restrictions. The Receiving Party will not export, directly or indirectly, any technical data acquired from Vapotherm under this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.\n10. No Warranties. The Receiving Party acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development. VAPOTHERM MAKES NO WARRANTIES REGARDING THE ACCURACY OF THIS CONFIDENTIAL INFORMATION. Vapotherm accepts no responsibility for any expenses, losses or action incurred or undertaken by Receiving Party as a result of Receiving Party\u2019s receipt or use of Confidential Information. VAPOTHERM MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION.\n11. Survival. The restrictions and obligations of this Agreement shall continue and shall survive the termination of the Purpose of the disclosure for a period of five (5) years.\n12. Interpretation; Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without reference to its choice of law provisions. The parties agree that any legal action or proceedings brought by or against them with respect to this Agreement shall be brought in the state or federal courts located in Delaware, USA and, by execution and delivery hereof, the parties hereby irrevocably submit to each such jurisdiction and hereby irrevocably waive any and all objections which they may have with respect to venue in any of the above courts.\n13. Division/Separation. This Agreement is divisible and separable so that if any provision(s) hereof shall be held to be invalid, such holdings shall not impair enforcement or validity of the remaining provisions hereof. If any provision is held to be too broad to be enforced, such provision shall be construed to create an obligation to the full extent allowable by law.\n14. Entire Understanding. This Agreement constitutes the entire understanding of the parties with respect to the specific subject matter of this Agreement and supersedes and replaces any and all prior understandings, arrangements and/or agreements, whether written or oral, relating to the Technology.\n15. Waiver. Waiver of any breach of this Agreement shall not be construed as a waiver of the underlying obligations of this Agreement.\n16. Right in Confidential Information. No license or other right is created or granted hereby, except the specific right to receive the Confidential Information and evaluate it as set forth herein, nor shall any license or any other right with respect to the subject matter hereof be created or granted except by written agreement signed by the duly authorized representative of each of the parties hereto.\n17. Modification. No addition to, deletion from, or modification of the provisions of this Agreement shall be permitted or shall be binding upon a party hereto unless made in writing and signed by each party.\n18. Assignment. The rights and obligations herein shall bind the parties, their legal representatives, successors, heirs, and assigns.\nIN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first above written.\nRECEIVING PARTY: VAPOTHERM, INC.:\nSigned: /s/ John Coolidge Signed: /s/ John Landry\nName: John Coolidge Name: John Landry\nTitle: Consultant Title: VP + CFO\nEmail xxx@xxx.com Email: jlandry@vtherm.com\nAddress: xxx Address: 22 Industrial Drive\n xxx Exeter, NH 03833\n xxx 603.658.0411\nPhone: xxx-xxx-xxxx\nDate: Jan 28th 2014 Date: 1/28/14\n", - "spans": [ - [ - 0, - 13 - ], - [ - 14, - 58 - ], - [ - 59, - 329 - ], - [ - 330, - 338 - ], - [ - 338, - 491 - ], - [ - 492, - 500 - ], - [ - 500, - 758 - ], - [ - 759, - 885 - ], - [ - 886, - 901 - ], - [ - 901, - 1245 - ], - [ - 1245, - 1290 - ], - [ - 1291, - 1430 - ], - [ - 1431, - 1658 - ], - [ - 1659, - 1791 - ], - [ - 1792, - 2072 - ], - [ - 2073, - 2085 - ], - [ - 2085, - 2206 - ], - [ - 2206, - 2303 - ], - [ - 2303, - 2399 - ], - [ - 2400, - 2418 - ], - [ - 2418, - 2757 - ], - [ - 2757, - 2792 - ], - [ - 2793, - 2854 - ], - [ - 2855, - 2975 - ], - [ - 2976, - 3206 - ], - [ - 3207, - 3320 - ], - [ - 3321, - 3487 - ], - [ - 3487, - 3536 - ], - [ - 3536, - 3637 - ], - [ - 3637, - 3711 - ], - [ - 3712, - 3745 - ], - [ - 3745, - 3936 - ], - [ - 3936, - 4234 - ], - [ - 4235, - 4257 - ], - [ - 4257, - 4563 - ], - [ - 4563, - 4767 - ], - [ - 4768, - 4807 - ], - [ - 4807, - 4986 - ], - [ - 4987, - 5002 - ], - [ - 5002, - 5235 - ], - [ - 5235, - 5315 - ], - [ - 5315, - 5486 - ], - [ - 5486, - 5593 - ], - [ - 5593, - 5861 - ], - [ - 5862, - 5883 - ], - [ - 5883, - 6232 - ], - [ - 6233, - 6273 - ], - [ - 6273, - 6633 - ], - [ - 6634, - 6653 - ], - [ - 6653, - 6878 - ], - [ - 6878, - 6965 - ], - [ - 6965, - 7155 - ], - [ - 7155, - 7276 - ], - [ - 7277, - 7291 - ], - [ - 7291, - 7455 - ], - [ - 7456, - 7483 - ], - [ - 7483, - 7637 - ], - [ - 7637, - 8047 - ], - [ - 8048, - 8073 - ], - [ - 8073, - 8270 - ], - [ - 8270, - 8421 - ], - [ - 8422, - 8448 - ], - [ - 8448, - 8723 - ], - [ - 8724, - 8736 - ], - [ - 8736, - 8858 - ], - [ - 8859, - 8898 - ], - [ - 8898, - 9265 - ], - [ - 9266, - 9284 - ], - [ - 9284, - 9474 - ], - [ - 9475, - 9491 - ], - [ - 9491, - 9609 - ], - [ - 9610, - 9722 - ], - [ - 9723, - 9756 - ], - [ - 9757, - 9806 - ], - [ - 9807, - 9844 - ], - [ - 9845, - 9878 - ], - [ - 9879, - 9897 - ], - [ - 9897, - 9922 - ], - [ - 9923, - 9964 - ], - [ - 9965, - 9966 - ], - [ - 9966, - 9986 - ], - [ - 9987, - 9988 - ], - [ - 9988, - 10004 - ], - [ - 10005, - 10024 - ], - [ - 10025, - 10051 - ], - [ - 10051, - 10058 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21, - 26, - 29 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 42, - 66 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 54 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21, - 26, - 29 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 21, - 25 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 14 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 18, - 21, - 22 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001253176/000119312518317778/d567323dex1024.htm" - }, - { - "id": 582, - "file_name": "912890_0001193125-11-030842_dex99d5.htm", - "text": "Exhibit (d)(5)\nCONFIDENTIALITY AGREEMENT\nDecember 15, 2010\nVerizon Communications Inc.\n140 West Street\nNew York, New York 10007\nLadies and Gentlemen:\nYou have indicated an interest in evaluating a potential acquisition (the \u201cTransaction\u201d) of Terremark Worldwide, Inc. (the \u201cCompany\u201d). In evaluating the Transaction, you have requested certain information regarding the Company and the Transaction from the Company. As a condition to your receipt of such information, you agree to treat any information concerning the Transaction or the Company which is furnished to you in connection with evaluating the Transaction (all such information, collectively, the \u201cConfidential Information\u201d) in accordance with the provisions of this Confidentiality Agreement (this \u201cAgreement\u201d) and to take or refrain from taking certain other actions herein set forth.\n1. You hereby agree that the Confidential Information will be used solely for the purpose of evaluating and implementing the Transaction and that such information will be kept confidential by you; provided that any such information may be disclosed to your officers, directors, employees, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources (such Persons hereinafter collectively being referred to as your \u201cRepresentatives\u201d who need to know such information for the purpose of evaluating and implementing the Transaction, have been informed of the confidential nature of the Confidential Information, and have been advised that such information is to be kept confidential, and provided, further, that such officers, directors, employees, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources shall not be deemed to be your Representatives unless (but solely to the extent that) you furnish Confidential Information to them. You agree you will be liable for any breaches of the terms of this Agreement by such Representatives.\nYou and the Company also each agree, on behalf of itself, its affiliates and its and their respective Representatives, that it shall not, without the prior written consent of the other party hereto, disclose to any Person the fact that Confidential Information has been made available to you, that discussions or negotiations have taken place or are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof.\n2. The term \u201cConfidential Information\u201d does not include any information which (a) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of its disclosure by you or your Representatives in breach of this Agreement), (b) was available to you or your Representatives on a non-confidential basis prior to disclosure by the Company, (c) becomes available to you or your Representatives on a non-confidential basis from a Person who is not known by you or your Representatives (as applicable) to be bound by a confidentiality agreement with the Company, or is not otherwise prohibited from transmitting the information to you or your Representatives (as applicable), or (d) is or was independently developed by you or your Representatives without reference to, incorporation of, or other use of any Confidential Information.\n3. Given the nature of the Confidential Information and our current discussions, the Company may be irreparably damaged by any unauthorized disclosure of any Confidential Information and you and the Company may be irreparably damaged by any unauthorized disclosure of our discussions or by any breach of this Agreement by you, the Company or the Representatives of you and the Company. Without prejudice to other rights and remedies otherwise available, you and the Company therefore agree that the other party hereto shall be entitled to seek equitable relief, including an injunction or specific performance, in the event of any breach of the provisions of this Agreement by the other party hereto or the Representatives of the other party hereto.\n4. In the event you or any of your Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) to disclose any of the contents of the Confidential Information, or you or the Company or any of the respective Representatives of you or the Company become so legally compelled to disclose either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Company and you, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof, the Company and you each agrees that each party and its respective Representatives may do so without liability, but each party hereto also agrees (i) to promptly notify the other party prior to any such disclosure to the extent practicable and legally permissible and (ii) to cooperate with the other party in any attempt it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Confidential Information.\n5. The Company may elect at any time to terminate further access by you to the Confidential Information. Following any written request by the Company, you agree, at the Company\u2019s election, to either promptly redeliver to the Company or destroy all written Confidential Information in your possession or your Representatives\u2019 possession, and you and your Representatives will not retain any copies, extracts or other reproductions in whole or in part of such written material. You further agree that all documents, memoranda, notes and other writings whatsoever prepared by you or your Representatives based on the Confidential Information shall be destroyed, and you shall delete, to the extent reasonably practicable, all Confidential Information from any computer or other electronic device. Notwithstanding the foregoing, no such destruction or deletion shall be\nrequired where prohibited by law, regulation, regulatory process or proceeding, or stock exchange regulation, or where the Confidential Information is part of the record of proceedings of your Board of Directors; provided, that any such Confidential Information so retained shall continue to be held confidential in accordance with the terms of this Agreement.\n6. You and the Company also agree that, unless and until a binding agreement is entered into between the Company and you with respect to the Transaction, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression, except with respect to the matters specifically agreed to herein. Nothing contained in any discussions between you and the Company or in any Confidential Information shall be deemed to constitute a representation or warranty. Except for the matters set forth in this Agreement or in any such binding agreement, neither party shall be entitled to rely on any statement, promise, agreement or understanding, whether oral or written, any custom, usage of trade, course of dealing or conduct.\n7. You agree that certain Confidential Information may be deemed material non-public information under applicable securities laws. Without limitation of the other restrictions on use or transfer of Confidential Information described herein, you agree that while such information remains non-public, you will not engage, and will direct your Representatives not to engage, in any transactions in the securities of the Company in a manner which would constitute a violation of such laws.\n8. From the date of this Agreement until the earlier to occur of (a) 11:59 p.m. (New York time) on February 3, 2011 and (b) the execution of a definitive agreement between the Company and you relating to a Transaction, except for discussions with you regarding the Transaction, the Company and its affiliates shall not, and the Company shall cause its Representatives not to, directly or indirectly, (w) solicit or knowingly encourage inquiries or proposals with respect to any offer or proposal to (i) sell, issue or otherwise transfer any equity securities (or securities convertible or exchangeable for equity securities) of the Company or any of its subsidiaries (except in accordance with the terms of convertible securities outstanding on the date hereof and pursuant to employment arrangements entered into in the ordinary course from time to time), (ii) sell or otherwise transfer any material assets of the Company or any of its subsidiaries or (iii) effect any recapitalization, refinancing, restructuring, merger, consolidation or other business combination involving the Company or any of its subsidiaries (any of the foregoing hereinafter referred to as an \u201cAlternative Proposal\u201d), (x) solicit or encourage the initiation of (including by way of furnishing information) any inquiries or proposals regarding any Alternative Proposal, or (y) have any discussions with or provide any non-public information or data to any third party that would encourage, facilitate or further any effort or attempt to make or implement an Alternative Proposal.\n9, Upon the terms and subject to the conditions of a definitive agreement, if any, with respect to the Transaction and without prejudice thereto, each party hereto acknowledges and agrees that none of the other party or any of such other party\u2019s respective Representatives and none of the respective officers, directors, partners, shareholders, members, employees, agents or persons in control of such other party\u2019s Representatives makes any express or implied representation or warranty to such party, such party\u2019s Representatives or to any other person as to the accuracy or completeness of the Confidential Information furnished by or on behalf of such party, and each party hereto hereby further acknowledges and agrees that none of such persons shall have any liability to the other party or any of such other party\u2019s Representatives relating to or arising from or in connection with such other party\u2019s use or the use by such other party\u2019s Representatives of any Confidential Information furnished by or on behalf of such party to such other party or its respective Representatives or for any inaccuracies contained therein or any omissions therefrom. Each party hereto also acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of any Confidential Information furnished to it or its Representatives by or on behalf of the other party and that such party shall be entitled to rely solely on such representations and warranties as may be made to it and contained expressly in any definitive agreement with respect to the Transaction, to the extent in accordance with the terms and subject to the conditions set forth in any such definitive agreement.\n10. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles. Each party hereto irrevocably and unconditionally (a) consents to submit to the jurisdiction of the courts of the State of New York and of the United States of America located in the State of New York for any action, suit or proceeding arising out of or relating to this agreement (and irrevocably and unconditionally agrees not to commence any such action, suit, or proceeding except in such courts), (b) waives any objection to the laying of venue of any such action, suit or proceeding in any such courts and (c) waives and agrees not to plead or claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n11 The provisions of this Agreement shall be binding solely upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Company agrees that you may assign all rights, powers, privileges, and obligations under this Agreement with respect to any or all of the proposed Transaction to any of your affiliates.\n12. This Agreement represents the entire understanding and agreement of the parties hereto and may be modified only by a separate written agreement executed by you and the Company expressly modifying this Agreement. This Agreement supersedes and cancels any and all prior agreements between the parties hereto, express or implied, relating to the Transaction; provided that the Mutual Non-Disclosure Agreement dated as of November 13, 2009 between the parties hereto shall remain in full force and effect with respect to the matters contemplated thereby.\n13. For purposes of this Agreement, \u201cPerson\u201d shall be broadly interpreted to include any individual, corporation, company, partnership, limited liability company, trust or other group or entity (including any court, government or agency, commission, board or authority thereof, federal, state or local, domestic, foreign or multinational).\n14. This Agreement shall terminate upon the earlier to occur of (a) the closing of the Transaction contemplated by this Agreement, and (b) one (1) year after the date hereof.\n15. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute one and the same Agreement.\n[Remainder of this page intentionally left blank.]\nPlease confirm your agreement with the foregoing by signing and returning to the undersigned a duplicate copy of this Agreement.\nSincerely,\nTERREMARK WORLDWIDE, INC.\nBy: /s/ Manuel D. Medina\n Name: Manuel D. Medina\n Title: Chief Executive Officer\nACCEPTED AS OF THE DATE FIRST\nWRITTEN ABOVE:\nVERIZON COMMUNICATIONS INC.\nBy: /s/ John W. Diercksen\n Name: John W. 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EarthLink and CIDCO are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"\n 1. Purpose. EarthLink and CIDCO wish to have discussions relating to a potential transaction (the \"Transaction\") between EarthLink (and/or its subsidiaries and stockholders) and CIDCO (and/or its subsidiaries and stockholders). In the course of such discussions, each Party expects to make available to the other Party and its Representatives (as defined herein) Evaluation Material (as defined herein) concerning the businesses, financial condition, operations, assets, properties, liabilities, and prospects of such Party. As a condition to making such information available, each Party is entering this Agreement and agrees that all Evaluation Material received by it or its Representatives from the other Party or any of its Representatives shall be treated in accordance with this Agreement.\n 2. Certain Definitions. As used in this Agreement: (i) the term \"Receiving Party\" means the Party receiving Evaluation Material; (ii) the term \"Furnishing Party\" means the Party providing Evaluation Material or causing Evaluation Material to be provided; (iii) the term \"Representatives\" means the directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the specified Party; and (iv) the term \"Evaluation Material\" means all proprietary and confidential information concerning the Furnishing Party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the Furnishing Party or any of its Representatives to the Receiving Party or any of its Representatives (\"Primary Evaluation Material\"), together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives (\"Derivative Evaluation Material\"). Notwithstanding the foregoing, the term \"Evaluation Material\" shall not include, and the Parties' obligations herein (other than their obligations under paragraph 6 of this Agreement) shall not extend to, information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to furnish any further Evaluation Material.\n 3. Confidentiality and Use of Evaluation Material.\n (a) Confidentiality of Evaluation Material. All Evaluation Material (i) shall be used solely for the purpose of evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of Evaluation Material to as small a working group as practicable. The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the confidentiality of the Evaluation Material, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives.\n (b) Compulsory Disclosure of Evaluation Material. If the Receiving Party or its Representatives are requested or required in any judicial, arbital or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(c) of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in seeking such an order. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Furnishing Party, the Receiving Party is nonetheless, in the opinion of the Receiving Party's or (in the case of disclosure requested or required of a Representative, such Representative's) outside counsel or General Counsel, legally compelled to disclose Evaluation Material, the Receiving Party shall disclose only that portion of the Evaluation Material which the Receiving Party is legally required to disclose and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall use all requisite reasonable efforts to obtain assurances that confidential treatment will be accorded to such Evaluation Material to the extent such assurances are available. Subject to the foregoing conditions and limitations, the Receiving Party may disclose Evaluation Material under the circumstances set forth in this paragraph (b) without liability hereunder.\n (c) Other Public Disclosure. Except (i) for such public disclosure as may be necessary, in the good faith judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in violation of any applicable law, regulation or order, or (ii) with the prior written consent of the other Party, neither Party shall:\n (x) make any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of (A) the fact that discussions, negotiations or investigations are taking or have taken place concerning a Transaction, (B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material from the other Party, or (C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or\n (y) make any public statement concerning a proposed Transaction.\n (d) Notice. If either Party proposes to make any disclosure in reliance on clause (i) above, the disclosing Party shall, to the extent practicable, provide the other Party with the text of the proposed disclosure as far in advance of its disclosure as is practicable and shall in good faith consult with and consider the suggestions of the other Party concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, a Party may make such public announcement or public statement if in the opinion of such Party's outside counsel or General Counsel, such public announcement or public statement is necessary to avoid committing a violation of law or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement.\n (e) Certain Securities Law Restrictions. Each Party acknowledges that the Evaluation Material may contain material nonpublic information concerning the Furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws on persons in possession of material nonpublic information. Nothing herein shall constitute an admission by either Party that any Evaluation Material in fact contains material nonpublic information concerning the Furnishing Party.\n (f) Contact with Employees and Representatives. Neither Party shall communicate with any employee of the other Party regarding the Transaction or disclose any Evaluation Material to any employee or Representative of the other Party, other than the employees and Representatives named on the working group lists provided by the Parties from time to time.\n (g) General. Notwithstanding any other provision of this Agreement, neither Party will be restricted from using the information contained in the Evaluation Material that is retained in the minds of Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights.\n 4. Accuracy of Evaluation Material; No Representations or Warranties. Each Party acknowledges and agrees (a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives as to the accuracy or completeness of the Evaluation Material, and (b) that the Parties shall be entitled to rely only on those representations and warranties (if any) that may be made in a definitive written agreement for the Transaction, signed and delivered by both Parties, and then only to the extent, and subject to the limitations, provided therein.\n 5. No Solicitation. For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for hire any person currently employed by the other Party (or any of its subsidiaries) with whom the hiring Party first has contact, or who first becomes known to the hiring Party, in the course of the Parties' discussions and due diligence with respect to the proposed Transaction; provided, however, that the foregoing provision shall not prevent either Party, without such consent, from employing any employee who (i) contacts the hiring Party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring Party, (ii) responds to a mass media solicitation or advertisement consistent with the hiring Party's past practices that is not directed at employees of the other Party or (iii) is identified by a third party executive search firm or employment agency without any assistance from such Party.\n 6. Return and Destruction of Evaluation Material. At any time after termination of discussions by either Party with respect to the Transaction, upon the request of the Furnishing Party, the Receiving Party shall promptly (and in no event later than five business days after such request) (a) redeliver or cause to be redelivered to the Furnishing Party all copies of all Primary Evaluation Material in the possession or control of the Receiving Party or its Representatives which is in a visual or written format and erase or destroy all copies of all such Primary Evaluation Material which is stored in electronic format, and (b) destroy or cause to be destroyed all Derivative Evaluation Material in the possession or control of the Receiving Party or any of its Representatives. Nothing herein shall obligate the Receiving Party to provide any Derivative Evaluation Material to the Furnishing Party. Notwithstanding the return, destruction or erasure of Evaluation Material hereunder, the Receiving Party and its Representatives shall continue to be bound by their confidentiality and other obligations hereunder.\n 7. Remedies. Each Party agrees that money damages would not be a sufficient remedy for any breach of any provision of this Agreement by it or any of its Representatives, and that in addition to all other remedies which either Party may have, each Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. In the event that either Party should institute proceedings to enforce any provision of this Agreement, the prevailing Party in such proceedings shall be entitled to recover all expenses relating to the enforcement of this Agreement, including reasonable attorneys' fees and costs, in addition to any other remedies.\n 8. Communications. CIDCO recognizes EarthLink will incur substantial expenses in conducting a due diligence investigation of CIDCO, and in consideration for EarthLink's doing so, CIDCO agrees to cease and terminate immediately, and to cause its Representatives to cease and terminate immediately, any negotiations (other than with EarthLink and its Representatives) with respect to any proposals relating to any business combination, tender offer or acquisition transaction involving the acquisition by any third party of all or any portion of the stock or assets of CIDCO (any such proposal being a \"Third-Party Offer\" and any such acquisition being a \"Third-Party Acquisition\"). In addition, CIDCO agrees that from the date of this Agreement until the earlier of (a) the date a definitive agreement for EarthLink's acquisition of CIDCO is executed, or (b) October 31, 2001 (as the same may be extended by mutual written agreement of the parties, the \"Restricted Period\"), CIDCO will not, and will not authorize or permit any of its Representatives, to directly or indirectly, solicit, consider or encourage any inquiries or proposals for (or which may reasonably be expected to lead to) any Third-Party Offer, or engage in discussions, conversations, negotiations or other communications with or provide any information to, or otherwise assist or cooperate with any person, entity or group in connection with any Third-Party Offer. Immediately upon receipt of any Third-Party Offer or related inquiry during such period, CIDCO agrees to inform EarthLink of the fact of such Third-Party Offer or related inquiry, including, among other things, the identity of the third-party making such offer or inquiry. Without limiting its application to the entirety of this Agreement, the provisions of Section 7 hereof, including without limitation EarthLink's remedies of specific performance and injunction, shall be specifically applicable to violations of this first paragraph of Section 8.\n Notwithstanding any other provision of this Agreement, nothing contained in this Section 8 shall prohibit the Board of Directors of CIDCO from, only to the minimum extent required, complying with the mandatory disclosure requirements of Rules 14d-9 and 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder with regard to an unsolicited Third-Party Offer, pursuant to advice of outside legal counsel, provided, that any recommendation by the Board of Directors other than to recommend rejection of such offer shall be considered an immediate breach of this Section 8.\n In consideration of the efforts and resources to be expended by EarthLink in its due diligence investigation of CIDCO and related matters, CIDCO agrees that in the event that it violates any provision of the first or second paragraphs of this Section 8 in any manner during the Restricted Period, CIDCO shall become liable to pay, and shall immediately pay, to EarthLink One Hundred Thousand Dollars ($100,000) plus the reasonable out-of-pocket expenses of EarthLink including, without limitation, attorneys' fees and other professional charges incurred by EarthLink in connection with the proposed Transaction. The parties hereby agree that EarthLink would be substantially harmed as a result of such a violation of this Section 8, that the specific damages incurred by EarthLink would be difficult of determination, and that this amount constitutes a reasonable estimate of such damages to be incurred by EarthLink and shall constitute reasonable liquidated damages for a breach of this Section 8.\n 9. Miscellaneous.\n (a) No License. Neither Party grants a license, by implication or otherwise, under any of its trade secrets or other intellectual property rights to the Receiving Party. The terms of this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of the other Party's Evaluation Material. The Furnishing Party acknowledges that the Receiving Party may currently or in the future develop information internally, or receive information from other parties, that is similar to the Evaluation Material. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material, provided that\nthe Receiving Party does not violate any of its obligations under this Agreement in connection with such development.\n (b) Entire Agreement. This Agreement contains the sole and entire agreement between the Parties with respect to the confidentiality of the Evaluation Material and the confidentiality of their discussions, negotiations and investigations concerning a Transaction.\n (c) Amendment and Waiver. This Agreement may be amended, modified or waived only by a separate written instrument duly signed and delivered by or on behalf of both Parties.\n (d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such provision in such circumstances would be inequitable.\n (e) No Obligation to Complete a Transaction. It is expressly understood that this Agreement is not intended to, and does not, constitute an agreement to consummate a Transaction, to conduct or continue negotiations with respect to a Transaction, or to enter into a definitive agreement with respect to a Transaction, and neither Party shall have any rights or obligations of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or by virtue of any other written or oral expression by the Parties' respective Representatives unless and until a definitive agreement with respect to a Transaction is executed and delivered by both Parties, other than for the matters specifically agreed to herein. Both Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to provide or not to provide Evaluation Material to the Receiving Party under this Agreement, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations at any time. If either Party determines not to proceed with negotiations with respect to a Transaction, it will promptly inform the other Party of such determination.\n (f) Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard to the principles of the conflict of laws thereof. Each Party consents and submits to the exclusive jurisdiction of the federal and state courts in the State of Georgia, and the city of Atlanta, for the adjudication of any action, suit, or proceeding arising out of or otherwise relating to this Agreement.\n [Signatures on following page]\n The Parties have executed this Agreement as of the date first written above.\nEarthLink, Inc. CIDCO, Incorporated\nBy: /s/ Nathaniel B. Cobb By: /s/ Robert Wonsetler\nName: Nathaniel B. Cobb Name: Robert Wonsetler\nTitle: VP, Strategy & Development Title: V.P. Strategic Bus. 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}, - { - "id": 590, - "file_name": "1289434_0001047469-10-008010_a2200117zex-99_d3.htm", - "text": "Exhibit (d)(3)\nNON-DISCLOSURE AGREEMENT\nIn connection with a potential transaction (\u201cProposed Transaction\u201d) between 3M Company (\u201cInterested Party\u201d or \u201cReceiving Party\u201d), and Cogent, Inc., a Delaware corporation (\u201cCompany\u201d or \u201cDisclosing Party\u201d), the parties wish to protect and preserve the confidential and/or proprietary nature of certain information and materials of the Company that may be disclosed or made available to the Interested Party or its Representatives (as defined below) in connection with certain discussions, negotiations or dealings between the parties relating to the Proposed Transaction.\nIn consideration of the foregoing and the rights and obligations set forth herein, both parties hereby agree as of July 31, 2008 (the \u201cEffective Date\u201d):\n1. PROPRIETARY INFORMATION AND OTHER DEFINITIONS.\n1.1 \u201cProprietary Information\u201d means any and all information and material disclosed by Disclosing Party or any of its Representatives to Receiving Party or any of its Representatives in connection with the Proposed Transaction or in the course of the parties\u2019 evaluation and negotiation of the Proposed Transaction, together with all communications, data, reports, analyses, compilations, studies, interpretations, records, notes, lists, financial statements or other materials or information prepared by Receiving Party or any of its Representatives that contain or otherwise reflect or are based upon, in whole or in part, any Proprietary Information of Disclosing Party or that reflect the review of, interest in, or evaluation of all or any portion of the Proposed Transaction or Disclosing Party\u2019s business (collectively, \u201cDerived Information\u201d), whether tangible or intangible, furnished or prepared in writing or in oral, graphic, electronic or any other form or manner. In addition, Proprietary Information shall include (x) the fact that discussions or negotiations are taking place concerning the Proposed Transaction or that Interested Party has made or may make an offer to acquire Company\u2019s stock or assets or that any Proprietary Information has been shared between the parties and their respective Representatives in connection therewith, (y) the proposed terms and conditions of the Proposed Transaction (including any financial terms and conditions) and the status thereof, and (z) the existence, context, and scope of this Agreement.\nProprietary Information shall not include information that: (i) is or becomes generally available to the public other than as a result of any disclosure or other action or inaction by Receiving Party in breach of this Agreement (including any disclosure or other action or inaction by Representatives of Receiving Party that would constitute a breach of this Agreement if undertaken by Receiving Party itself); (ii) is or becomes known or avai1able to Receiving Party or any of its Representatives on a non-confidential basis from a source (other than Disclosing Party or any of its subsidiaries, affiliates or Representatives) that, to the best of the knowledge of Receiving Party, is not prohibited from disclosing such Proprietary Information to Receiving Party by a contractual, legal or fiduciary obligation; or (iii) is or was independently developed by Receiving Party or any of its Representatives without violation of any obligation under this Agreement.\n1.2 \u201cRepresentatives\u201d means as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, financing sources, attorneys, accountants and their respective Representatives).\n1.3 \u201cperson\u201d shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.\n2. NON-DISCLOSURE AND LIMITED USE.\n2.1 Non-Disclosure. Without the written consent of Disclosing Party and except as otherwise required by applicable law, Receiving Party shall keep, and shall cause its Representatives to keep, all Proprietary Information confidential and shall not disclose or reveal, and shall cause its Representatives not to disclose or reveal, in any manner whatsoever, in whole or in part, any Proprietary Information to any person, other than to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating the Proposed Transaction and who are bound by restrictions regarding the disclosure and use of such Proprietary Information (either contractual, legal or fiduciary) owed to Company, Interested Party or any their respective Representatives that are comparable to and no less restrictive than those set forth in this Agreement. Each party shall inform all of its respective Representatives and shall cause its respective Representatives to inform their Representatives who receive Proprietary Information hereunder of the confidential nature of such information and the Proposed Transaction, as well as the terms of this Agreement. Receiving Party shall not, and shall cause its Representatives to not, use any Proprietary Information for any purpose other than to evaluate the Proposed Transaction or in connection with the consummation of the Proposed Transaction. Each party shall be responsible for any breach of the terms of this Agreement by it or its Representatives.\n2.2 Degree of Care. Receiving Party shall take the same degree of care that it uses to protect its own confidential proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the use, disclosure, publication or dissemination of the Proprietary Information of Disclosing Party. Receiving Party shall not, and shall cause its Representatives to not, decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted by applicable law, notwithstanding a contractual obligation to the contrary) any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Proprietary Information or any portion thereof. Receiving Party shall not use Proprietary Information for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States.\n2.3 Designated Representatives. Neither Interested Party nor its Representatives shall initiate or maintain contact with any officer, director, stockholder, employee or agent of Company or its subsidiaries regarding the Proposed Transaction, except with the express consent of Company. All (i) communications regarding the Proposed Transaction, (ii) requests for additional information, (iii) requests for on-site access or management meetings and (iv) discussions or questions regarding procedures, will be submitted or directed to the Representatives designated by the Company.\n2.4 Compelled Disclosure of Proprietary Information. If Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation (including, without limitation, my rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of Receiving Party\u2019s securities are listed or quoted) or by legal process to disclose any Proprietary Information, or any other information concerning Disclosing Party, its subsidiaries or affiliates, Receiving Party shall provide Disclosing Party with prompt notice of such request or requirement, in order to enable Disclosing Party (a) to seek an appropriate protective order or other remedy, (b) to consult with Receiving Party with respect to Disclosing Party\u2019s taking steps to resist or narrow the scope of such request or legal process or (c) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, Receiving Party or its Representatives, as the case may be, shall use commercially reasonable efforts to disclose only that portion of the Proprietary Information which Receiving Party is advised by legal counsel is legally required to be disclosed and exercise its commercially reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to the Proprietary Information so disclosed.\n2.5 Attornev-Client Privilege. To the extent that any Proprietary Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that thy have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the disclosure of such material is not intended to, and\nshall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege and any such Proprietary Information shall remain entitled to all protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or my other applicable privilege.\n2.6 Definitive Agreement. Until a definitive agreement regarding the Proposed Transaction has been executed by the parties hereto, neither party hereto shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party hereto and its Representatives (i) may conduct the process that may or may not result in the Proposed Transaction in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party) and (ii) reserves the right to change (in its sole discretion, at any time and without notice to the other party) the procedures relating to the parties\u2019 consideration of the Proposed Transaction (including, without limitation, terminating all further discussions with the other party). For purposes of this Agreement, the term \u201cdefinitive agreement\u201d does not include an executed letter of intent or any other preliminary written agreement in principle.\n2.7 No Representations or Warranties Regarding Proprietary Information. Subject to the terms and conditions of a definitive agreement regarding the Proposed Transaction and without prejudice thereto each party acknowledges that neither the other party nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Proprietary Information or any use thereof. Each party hereby expressly disclaims all such warranties, including any implied warranties of merchantability and fitness for a particular purpose, non-infringement and accuracy, and any warranties arising out of course of performance, course of dealing or usage of trade. Receiving Party shall not be entitled to rely on the completeness of any Proprietary Information, but shall be entitled to rely solely on such representations and warranties regarding the completeness of the Proprietary Information as may be made to it in a definitive agreement relating to the Proposed Transaction, subject to the terms and conditions of any such agreement, should the discussions between the parties progress to such a point.\n3. NO SOLICITATION\n3.1 No Solicitation of Employees. Interested Party agrees that neither it nor its affiliates will at any time until the one year anniversary of the Effective Date, directly or indirectly, employ or solicit for employment (i) any key technical or management personnel of the Company that has first been introduced by the Company to the Interested Party in connection with the Proposed Transaction or who was otherwise substantively involved in the discussions of the Proposed Transaction or (ii) any other person who is now employed as an officer of the other party or any of its affiliates; provided, that the foregoing restrictions hall not be deemed to prohibit Interested Party or its Representatives from making general public solicitations for employment for any position or from employing any employee of the Company who either responds to such a general solicitation for employment or otherwise contacts Interested Party on his or her own initiative and without solicitation by Interested Party in contravention of the above restriction. Additionally, the above restriction shall not be deemed to prohibit Interested Party from making offers of employment or offering retention packages to any employees of Company or any of its affiliates in connection with the Proposed Transaction, provided that such offers have been disclosed to the Board of Directors of the Company.\n4. SECURITIES ISSUES.\n4.1 No Public Disclosure Required. Each party expressly confirms and agrees that, as of the date hereof, it is not required to make any public disclosure with respect to (a) the Proposed Transaction (or the terms or conditions of any other acts relating thereto), (b) any item of Proprietary Information (or the fact that Proprietary Information bas been made available to such party), or (c) any discussions or negotiations taking place between the parties with respect to the Proposed Transaction, whether pursuant to the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), the rules and regulations promulgated thereunder, or similar requirements related to general disclosure. If, after the date of this Agreement either party determines that any such disclosure is required, no such disclosure shall be made unless and until such party consults with the other party regarding the necessity and form of any such disclosure, and provides the other party a reasonable opportunity to review the proposed disclosure and comment thereon.\n4.2 Restrictions on Sales of Securities. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. However, this will not prevent Receiving Party from purchasing stock through its benefit plans in the ordinary course of business.\n5. OWNERSHIP.\nAll Proprietary Information (including without limitation, all copies, extracts and portions thereof) is and shall remain the sole property of Disclosing Party, provided, that all Derived Information shall be the sole property of Receiving Party. Receiving Party does not acquire (by license or otherwise, whether express or implied) any intellectual property rights or other rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with the express provisions of this Agreement. All rights relating to the Proprietary Information that are not expressly granted hereunder to Interested Party are reserved and retained by Disclosing Party.\n6. TERM.\nExcept as otherwise provided herein, the obligations of this Agreement, including the restrictions on disclosure and use, shall terminate on the second anniversary of the Effective Date; provided that Sections 2.5, 2.6, and 2.7 and Articles 4, 5, 6, 7, 8 and 9 shall survive any termination of this Agreement.\n7. REMEDIES.\nReceiving Party agrees that, due to the unique nature of the Proprietary Information, the unauthorized disclosure or use of the Proprietary Information may cause injury to Disclosing Party, the extent of which will be difficult to ascertain and for which there may be no adequate remedy at law. Accordingly, Receiving Party agrees that Disclosing Company, in addition to any other available remedies, may have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement ordered by the court. Receiving Party shall notify Disclosing Party immediately if Receiving Party has reason to believe that any person who has had access to the Proprietary Information (including Receiving Party or any of its Representatives) has violated or intends to violate the terms of this Agreement or otherwise disclose any Proprietary Information in violation of the terms hereof. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any ether remedy.\n8. RETURN OF MATERIALS.\nIf either party hereto shall determine that it does not wish to proceed with the Proposed Transaction, such party shall promptly advise the other party of that decision. In that case, or if the\nProposed Transaction otherwise is not consummated for any reason, Receiving Party shall, upon Disclosing Party\u2019s written request, promptly deliver to Disclosing Party all Proprietary Information, and, at Disclosing Party\u2019s sole election, return or destroy (provided that my such destruction shall be certified by a duly authorized Representative of Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in Receiving Party\u2019s or any of its Representatives\u2019 possession; provided, that if a legal proceeding has been instituted to seek disclosure of the Proprietary Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered. However, Receiving Party may retain in the office of its legal counsel, one copy of Proprietary Information for record purposes only. Notwithstanding the return or destruction of any Proprietary Information, or documents or material containing or reflecting any Proprietary Information, the parties will continue to be bound by their obligations of confidentiality and other obligations hereunder for the term of this Agreement (or such other term as may be applicable to the specific obligation), except as otherwise specifically provided herein.\n9. MISCELLANEOUS.\n9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the confidentiality of the Proprietary Information in connection with the Proposed Transaction and related matters and supersedes all prior or contemporaneous representations, discussions. Proposals, negotiations, conditions, communications and agreements, whether oral or written, between the parties relating to the same and all past courses of dealing or ndustry custom.\n9.2 Beneficiaries. This Agreement shall inure to the benefit of and be binding upon Interested Party and Company and their respective successors and permitted assigns.\n9.3 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of both parties. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or a default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, privilege or remedy that it has or may have hereunder operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise of any such right, power, privilege or remedy hereunder.\n9.4 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to conflicts of laws principles.\n9.5 Jurisdiction; Waiver of Jury Trial. The parties hereto agree that any and all actions or proceedings seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought in the courts of the State of California, County of Los Angeles, including Federal Courts located therein, should Federal jurisdiction requirements exist. Each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world. The parties hereto specifically waive any right to a jury trial with respect to any matter arising under this Agreement.\n9.6 Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this Agreement, then such party shall be liable and pay to the non-breaching party the reasonable costs and expenses (including reasonable legal fees and expenses) such non-breaching party has incurred in connection with the enforcement of this Agreement, including any appeal therefrom.\n9.7 Severabilitv. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions\nhereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, and shall in no way be affected, impaired or invalidated.\n9.8 Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed telex or Facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, to the address or facsimile number set forth beneath the name of each party below (or to such other addressor facsimile number as such party may designate by five (5) days advance written notice to the other party hereto).\n9.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument.\n[SIGNATURES FOLLOW ON THE NEXT PAGE]\nIN WITNESS WHEREOF, the parties have duly authorized and caused this Non-Disclosure Agreement to be executed as follows:\nCOMPANY\nCogent, Inc.\nBy: /s/ Paul Kim\n(signature)\nName: Paul Kim\nTitle: Chief Financial Officer\nINTERESTED PARTY\n3M Company\nBy: /s/ David G. Fellner\n(signature)\nName: David G. 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OR 97070\nAttention: Mr. Craig Stoehr\nDirector - Corporate Development and Investor Relations\nConfidentiality Agreement\nLadies and Gentlemen:\nIn connection with your consideration of a possible transaction (a \u201cTransaction\u201d) involving ICx Technologies, Inc. or certain of its affiliates, subsidiaries, assets and/or business divisions (collectively, the \u201cCompany\u201d), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein. As used in this letter agreement (this \u201cAgreement\u201d), the term \u201cEvaluation Material\u201d means all information regarding the Company, its businesses, technology, products, prospects and plans, a Transaction or the fact that the Company may pursue a Transaction with you or other parties, the existence and terms of this Letter Agreement and other information furnished to you in connection with the Transaction by the Company or any of its Representatives (as defined below), irrespective of form or medium of communication, whether prepared by the Company, its Representatives or otherwise and whether furnished before, on or after the date of this Agreement, together with any and all analyses, compilations, summaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in whole or part, such information. The term \u201cRepresentatives\u201d includes, without limitation, FLIR Systems, Inc.\u2019s affiliates and its and their respective directors, officers, employees, advisors, agents, representatives, financial institutions providing or underwriting solely debt financing or \u201ccontrolling persons\u201d (within the meaning of the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d)); provided, that, should you provide Evaluation Material to any such financial institution seeking to arrange debt financing, you shall promptly provide written notice to the Company as to the identity of any such financial institution. The Company is being advised by Stone Key Partners LLC and the Stone Key Securities division of Hudson Partners Securities LLC (together, \u201cStone Key\u201d).\nUse of Evaluation Materials\nYou and your Representatives (i) will use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company involving you or your affiliates and (ii) will keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with the paragraph titled \u201cCompelled Disclosure\u201d below) will not, without the Company\u2019s prior written consent, disclose any information in the Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction with the Company (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material, will be provided with a copy of this Agreement and will agree to be bound by the terms hereof). You will make all reasonable, necessary and appropriate efforts to safeguard Evaluation Material from disclosure to anyone other than as permitted hereby. You agree to be responsible for any breach of this Agreement by your Representatives (including, without limitation, any actions or inactions by your Representatives that would constitute a breach if such Representatives were original signatories hereto).\nThe term \u201cEvaluation Material\u201d does not include any information which (i) at the time of disclosure or thereafter is generally known by the public (other than as a result of its disclosure by you or your Representatives) or (ii) was or becomes available to you on a non-confidential basis from a person not otherwise bound by a confidentiality agreement with the Company or its Representatives or prohibited from transmitting the information to you by law, contractual obligation, fiduciary duly or otherwise. As used in this Agreement, the term \u201cperson\u201d shall be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership, association or individual. You agree that the Evaluation Material is and shall remain the property of the Company or its subsidiaries and affiliates, as applicable, and that neither the Company nor any of its Representatives, subsidiaries or affiliates has granted you any license, copyright, or similar right with respect to any of the Evaluation Material or any other information provided to you by or on behalf of the Company.\nNon-Disclosure\nUnless otherwise required by applicable law in the reasonable written opinion of your legal counsel, but only after compliance with the paragraph titled \u201cCompelled Disclosure\u201d below, neither you nor your Representatives will, without the Company\u2019s prior written consent, disclose to any person either the fact that discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, you hereby expressly confirm and agree that no public disclosure with respect to any discussions or negotiations concerning a possible Transaction is now required by reason of securities laws or similar requirements related to general disclosure and in the event you determine that such disclosure is required in the future, no such disclosures shall be made unless and until you have consulted, to the extent permitted by applicable law or cognizant authority, with the Company regarding the necessity and form of any such disclosure and otherwise complied with this paragraph.\nWithout limitation of the foregoing, you further agree that, without the prior written consent of the Company, you will not, directly or indirectly, enter in any agreement, arrangement or understanding, or any discussions which might lead to an agreement, arrangement or understanding, with any person regarding participation in a possible Transaction as a principal, coinvestor, an equity investor or any person other than a financial institution providing or underwriting debt financing. For the avoidance of doubt, the term \u201cRepresentatives\u201d as applied to you shall not include any such potential principal, co-investor, equity investor or person other than a financial institution providing or underwriting debt financing.\nCompelled Disclosure\nIn the event that you are requested or required to disclose all or any part of the information contained in the Evaluation Material pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process or otherwise, to the extent permitted by applicable law or cognizant authority, you will (i) notify the Company in writing immediately of the existence, terms and circumstances surrounding such request or requirement, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement, (iii) if disclosure of any such information is required, disclose only that portion of the information which, upon written advice of your legal counsel, you are legally required to disclose and (iv) exercise your best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such information. In any event, you will cooperate with the Company to obtain such a protective order or other assurance. Any expense you incur in connection with the Company\u2019s desire to narrow or limit the scope of the request or requirement shall be the responsibility of the Company.\nNon-Solicitation of Employees\nUntil the earlier of (i) the consummation by you of a Transaction, (ii) eighteen months after termination of discussions relating to a possible Transaction between you and the Company, and (iii) two years from the date of this Agreement, you will not, without the Company\u2019s prior written consent, directly or indirectly solicit for purposes of employment, offer to hire, entice away or offer to enter into any contract with, or hire any employee of the Company: provided, however, that this paragraph shall not prohibit you or any of your Representatives from engagement in any general advertising or general solicitation not targeted to the Company\u2019s employees or hiring employees who respond to such a solicitation with no other action or by you or your Representatives in violation of this provision: and provided, further, that, following execution by you and the Company of a definitive agreement providing for a Transaction between you and the Company, this paragraph shall not prohibit you or any of your Representatives from offering employees employment in anticipation of and conditioned upon the consummation of such Transaction.\nStandstill\nYou represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or contract rights (other than broadly based index funds) the terms or value of which are dependent on securities of the Company. For a period of two years from the date of this Agreement, you will not, directly or indirectly, and you will cause any person or entity controlled by you not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its affiliates, or any securities or contract rights (other than broadly based index funds) the terms or value of which are dependent on securities of the Company, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any of its affiliates, (iv) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to any voting securities of the Company or any of its affiliates, (v) negotiate, have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing (it being understood that, without limiting the generality of the foregoing, you shall not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company), (vi) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vii) disclose any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (x) request the Company (or Company Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take any action which might require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, a Transaction or (z) communicate with the Company\u2019s shareholders regarding the subject matter of this Agreement.\nProhibition on Trading\nIn addition, you hereby acknowledge that you are aware, and that you will advise your Representatives who receive any Evaluation Material, that the United States securities laws prohibit any person who has received from an issuer material, non public information from purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person (including, without limitation, any of your Representatives) is likely to purchase or sell such securities. You hereby agree that neither you nor your Representatives will use or communicate the Evaluation Material in violation of these laws.\nReturn or Destruction of Documents\nIf you determine that you do not wish to proceed with a Transaction or your evaluation thereof, you will promptly advise the Company and Stone Key in writing of that decision. In that case, or in the event that (i) a Transaction is not consummated by you or (ii) at any time the Company so requests, you will promptly (a) deliver to the Company all of the Evaluation Material, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in your possession or in the possession of any of your Representatives or\n(b) destroy all Evaluation Material in your possession or in the possession of any of your Representatives (such destruction to be certified by you in writing to the Company). Notwithstanding the delivery or destruction of the Evaluation Material, you agree that you and your Representatives shall continue to be bound by your obligations under this Agreement.\nNo Unauthorized Contact\nUnless otherwise agreed in writing by the Company, all (i) communications regarding any possible Transaction, (ii) requests for additional information or Evaluation Material, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures, will be submitted or directed to Stone Key. You further agree not to contact any officers, directors or employees of the Company in connection with a possible Transaction without the prior written consent of the Company.\nNo Obligation, Representation or Warranty\nThis Agreement does not constitute or create any obligation of the Company or its Representatives to provide any Evaluation Material or other information to you, but defines the duties and obligations of you and your Representatives with respect to the Evaluation Material to the extent it may be disclosed or made available. Under no circumstances will the Company or any of its Representatives be obligated to disclose or make available any information, including, without limitation, any Evaluation Material, which the Company in its sole and absolute discretion determines not to disclose. You understand and acknowledge that none of the Company, Stone Key nor any of their respective Representatives is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or any other information provided to you by or on behalf of the Company. None of the Company. Stone Key nor any of their respective Representatives shall have any liability to you or any other person (including, without limitation, any of your Representatives) resulting from your use of the Evaluation Material, other than as may be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement.\nYou agree that the Company will not be under any legal obligation of any kind whatsoever with respect to any Transaction by virtue of\n(x) this Agreement or (y) any written or oral expression or communication with respect to any Transaction by any of the Company\u2019s Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. You further acknowledge and agree that (i) the Company shall be free to conduct the process for a Transaction as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other person and entering into a definitive agreement without prior notice to you or any other person); (ii) any of the procedures relating to a Transaction may be changed at any time without notice to you or any other person; (iii) the Company shall have the right to reject or accept any potential proposal, offer or participant therein, for any or no reason whatsoever, in its sole discretion; and (iv) neither you nor any of your Representatives currently have any claim whatsoever against the Company, Stone Key or any of their respective Representatives arising out of or relating to a Transaction based on this Agreement or otherwise.\nActing as Principal\nYou represent and warrant that you are acting as a principal in any possible Transaction and are not represented by any broker or similar party.\nLegal Remedy\nYou acknowledge that money damages and remedies at law will be inadequate to protect the Company against any actual or threatened breach of this Agreement by you or by your Representatives and, without prejudice to any rights and remedies otherwise available to the Company, you agree to the granting of specific performance, injunctive relief and other equitable remedies in the Company\u2019s favor without proof of actual damages, and you further agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of any breach of this Agreement by you or your Representatives, you agree to reimburse the Company promptly upon demand for all out-of-pocket costs and expenses incurred by it in the enforcement of its rights hereunder (including, without limitation, reasonable fees and disbursements of counsel).\nGoverning Law\nThe validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles. You irrevocably (i) submit to the jurisdiction of any court of the State of New York or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby (each a \u201cProceeding\u201d) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to your address set forth above shall be effective service of process for any action, suit or proceeding brought against you in any such court, (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity you have acquired, or hereafter may acquire, from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any Proceeding, and (v) agree not to commence any Proceeding other than in such court, and waive, to the fullest extent permitted by applicable law, any claim that any such Proceeding is brought in an inconvenient forum.\nNo Waiver\nNo failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.\nSuccessors and Assigns\nThis Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part thereof without the prior written consent of the Company, and any purported assignment without such consent shall be null and void.\nSeverability\nIf it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provision hereof shall be unimpaired and shall remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the Company\u2019s intention with respect to such invalid or unenforceable term or provision.\nEntire Agreement\nThis Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written amendment executed by the parties. A waiver, amendment or modification shall only be effective if (a) it is in writing and signed by the Company and you, (b) it specifically refers to this Agreement and (c) it specifically states that the Company and/or you, as the case may be, is waiving or amending its rights hereunder. Any such amendment, modification or waiver shall be effective only in the specific instance and for the purpose for which it was given. This Agreement shall, except as otherwise specifically set forth herein, cease to be effective two years after the date hereof.\nCounterparts\nFor the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which shall be an original instrument and all of which taken together shall constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission shall constitute valid and sufficient delivery thereof.\nThis Agreement is being delivered to you in duplicate. Please execute and return one copy of this letter agreement which will constitute your agreement with respect to the subject matter of this Agreement.\nVery truly yours.\nICx Technologies, Inc.\nBy: /s/ James Luby\n Name: James Luby\n Title: Secretary\nFLIR Systems, Inc.\nMarch 17, 2010\nConfirmed and Agreed to as of the date first written above:\nFLIR Systems, Inc.\nBy: /s/ William W. Davis\n Name: William W. 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"url": "https://www.sec.gov/Archives/edgar/data/0001334303/000119312510204560/dex99e5.htm" - }, - { - "id": 598, - "file_name": "1366649_0001193125-14-380778_d808213dex99d2.htm", - "text": "CONFIDENTIALITY AGREEMENT\nThis agreement entered into as of December 5, 2013 sets out the terms under which Tennenbaum Capital, in its capacity of representative to the Corporation (as defined below), has agreed to provide information to Novacap Technologies III, L.P. (\u201cRecipient\u201d) about Dialogic Inc. and its affiliates (the \u201cCorporation\u201d) for the purpose of evaluating a possible transaction with the Corporation on a mutually agreeable basis (the \u201cPurpose\u201d).\n1. Confidential Information: \u201cConfidential Information\u201d means all information which is non-public, confidential or proprietary in nature, whether transferred in writing, orally, visually, electronically or by other means, disclosed by the Corporation or its representatives to the Recipient on or after the date hereof and for the Purpose. Confidential Information includes any reports, analyses or notes that are based on, reflect or contain Confidential Information. Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure, in violation of this agreement, by the Recipient or any of its officers, directors, employees, agents, advisors, members of its advisory committee, lawyers, accountants, auditors or representatives who have been informed of the Confidential Information by the Recipient (collectively, \u201cRepresentatives\u201d), (ii) was available to or known to the Recipient or its Representatives prior to disclosure by the Corporation or its representatives, (iii) is or becomes available to the Recipient or its Representatives from a source other than the Corporation or its representatives; provided that the source of such information was not known by the Recipient or its Representatives to be prohibited from disclosing such information to the Recipient or its Representatives by a legal, contractual or fiduciary obligation, or (iv) has otherwise been independently acquired or developed by the Recipient or its Representatives without violating any obligations under this agreement.\n2. Non-disclosure of Confidential Information: During the period commencing on the date of this agreement and ending on the date of termination in section 9, the Recipient will take all commercially reasonable measures to ensure the continued confidentiality of the Confidential Information and shall not disclose it to anyone except (i) to the Recipient\u2019s Representatives under the limited terms and conditions set forth in section 3, or (ii) as permitted under section 4. Recipient further agrees not to disclose the contemplated transaction, the existence of discussions between the parties regarding the contemplated transaction or the nature or substance of those discussions to any person or entity other than the Corporation or its representatives. The Recipient shall be liable for any breaches by the Recipient\u2019s Representatives of the provisions of this agreement dealing with restrictions on disclosure and use of the Confidential Information.\n3. Use of Confidential Information: The Recipient shall use Confidential Information solely for the Purpose and for no other purpose. Notwithstanding the foregoing, the Corporation understands that Recipient\u2019s business consists of acquiring or investing in businesses in various industries. Accordingly, nothing contained herein shall prevent or be interpreted as preventing Recipient from acquiring or investing in any business or entity that carries or that has carried activities competing with or related to those of any of the Corporation or its affiliates and any such acquisition or investment shall not, in itself, constitute a breach of the provisions of this agreement insofar as the Confidential Information is treated in accordance with the terms provided herein. The Recipient shall permit its Representatives access to the Confidential Information only to the extent necessary to allow them to assist the Recipient in the Purpose. The Recipient further agrees that prior to granting such Representatives access to the Confidential Information, the Recipient shall inform such Representatives of the confidential nature of the Confidential Information and of the terms of this agreement and require such Representatives to agree to abide by all the terms included herein.\n4. Required Disclosure: If the Recipient or any of its Representatives is requested to disclose any Confidential Information in connection with any legal or administrative proceeding or investigation, or is required by law, regulation, stock exchange or regulatory authority to disclose any Confidential Information, such person or entity will (i) promptly notify the Corporation of the existence, terms and circumstances surrounding such a request or requirement (unless prohibited by law, regulation or order of a court or administrative tribunal) so that the Corporation may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this agreement, and (ii) if, in the absence of a protective order, such disclosure is required in the opinion of such person\u2019s or entity\u2019s counsel, such person or entity may make such disclosure without liability under this agreement, provided that such person or entity only furnishes that portion of the Confidential Information which is legally required, such person or entity gives the Corporation notice of the information to be disclosed as far in advance of its disclosure as practicable (unless prohibited by law, regulation or order of a court or administrative tribunal) and, upon Corporation\u2019s request and at Corporation\u2019s expense, such person or entity shall cooperate in any efforts by the Corporation to ensure that confidential treatment shall be accorded to such disclosed information.\n5. Completeness of Confidential Information: The Recipient understands and agrees that none of the Corporation or its representatives makes any representation or warranty as to the accuracy or completeness of the Confidential Information, and the Recipient agrees that the Corporation and its representatives shall have no liability to the Recipient or any of its Representatives resulting from or relating to any use of the Confidential Information or any errors therein or omissions therefrom. Only those particular representations and warranties which may be made by the Corporation in a definitive agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect.\n6. Return of Confidential Information: As soon as practicable after receipt of a written notice from the Corporation to the Recipient, the Recipient shall (i) at its election, either destroy or return to the Corporation all Confidential Information furnished by the Corporation which is in tangible or electronic form, including any copies which the Recipient or its Representatives have made, and (ii) certify to the Corporation, in writing, that the Recipient has done the foregoing. Any Confidential Information that is not returned or destroyed, including, without limitation, any oral Confidential Information, will remain subject to the confidentiality obligations set forth in this agreement. Notwithstanding the foregoing, the Recipient may retain (i) one copy of the Confidential Information solely for evidentiary purposes in the event of any dispute or proceeding based on or arising from this agreement and (ii) copies of any computer records and files containing any Confidential Information that have been created pursuant to the Recipient\u2019s automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Notwithstanding the foregoing, the obligation to return or to destroy the Confidential Information does not apply to any notes or information which has been incorporated into the books and records of any board of directors, advisory committee or similar governing body of the Recipient.\n7. Potential Transaction: The parties acknowledge and agree that unless and until a written definitive agreement concerning a transaction arising out of the Purpose (a \u201cTransaction\u201d) has been duly executed, neither party nor any of its respective Representatives will have any obligation with respect to any Transaction, with respect to the procedures employed in connection therewith, or with respect to any representations, warranties or covenants made by either party, whether by virtue of this agreement or any other written or oral expression with respect to a Transaction (except as specifically provided in this agreement).\n8. No Further Rights in Confidential Information: Nothing contained in this agreement shall be construed as granting or conferring any right, title or interest in, or any license or right to use, the Confidential Information, by implication or otherwise other than for the Purpose. The Recipient acknowledges and agrees that the Corporation reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to the purchase of any interest, and to terminate discussions and negotiations at any time.\n9. Termination: The covenants contained in this agreement shall terminate and expire on the date that is the first anniversary of the date first set out above on this agreement.\n10. Remedies: The Recipient understands and agrees that money damages may not be a sufficient remedy for any breach of this agreement by the Recipient or its Representatives and that, in addition to all other remedies, the Corporation shall be entitled to specific performance or injunctive or other equitable relief as a remedy for any such breach.\n11. No Waiver: The parties agree that no failure or delay by the other party, its agents, or representatives in exercising any right, power or privilege under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this agreement.\n12. Governing Law and Jurisdiction: This agreement will be governed by, and construed and enforced in accordance with the laws of the Province of Qu\u00e9bec and the laws of Canada applicable to agreements made in or to be performed within such province. Each of the parties hereby submits to the jurisdiction of the courts in the Province of Qu\u00e9bec.\n13. Severability: If any provision of this agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.\n14. Interpretation: The use of sections and the insertion of headings are for reference purposes only and are not to affect the interpretation of this agreement. Unless otherwise indicated, any reference herein to a particular section refers to the specified section to this agreement. In this agreement, words importing the singular number will include the plural and vice versa, words importing gender will include all genders and words importing persons will include individuals, corporations, partnerships, associations, trust, unincorporated organizations, governmental bodies and other legal or business entities.\n15. Assignment: Neither party may assign any of its rights or obligations under this agreement without the prior written consent of the other party. This agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors, personal representatives and permitted assigns.\n16. English Language Contract: Each party agrees that the English language will be the language of this agreement. Il est de la volont\u00e9 expresse des parties que le pr\u00e9sent contrat soit r\u00e9dig\u00e9 en anglais.\n17. Counterparts: This agreement may be executed in any number of counterparts and by facsimile or scanned computer image file (such as PDF), each of which shall be deemed to be an original, notwithstanding that all of the parties are not signatory to the same counterpart, facsimile or scanned computer image.\nDIALOGIC CORPORATION NOVACAP TECHNOLOGIES III, L.P.\nBy: /s/ Stephen Becker By: /s/ St\u00e9phane Tremblay\n Name: Stephen Becker Name: St\u00e9phane Tremblay\n Title: Associate General Counsel Title: General Partner\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 462 - ], - [ - 463, - 803 - ], - [ - 803, - 932 - ], - [ - 932, - 992 - ], - [ - 992, - 1389 - ], - [ - 1389, - 1523 - ], - [ - 1523, - 1899 - ], - [ - 1899, - 2054 - ], - [ - 2055, - 2389 - ], - [ - 2389, - 2494 - ], - [ - 2494, - 2526 - ], - [ - 2526, - 2529 - ], - [ - 2529, - 2811 - ], - [ - 2811, - 3009 - ], - [ - 3010, - 3144 - ], - [ - 3144, - 3301 - ], - [ - 3301, - 3786 - ], - [ - 3786, - 3955 - ], - [ - 3955, - 4294 - ], - [ - 4295, - 4319 - ], - [ - 4319, - 4639 - ], - [ - 4639, - 4989 - ], - [ - 4989, - 5770 - ], - [ - 5771, - 6267 - ], - [ - 6267, - 6537 - ], - [ - 6538, - 6577 - ], - [ - 6577, - 6693 - ], - [ - 6693, - 6936 - ], - [ - 6936, - 7024 - ], - [ - 7024, - 7238 - ], - [ - 7238, - 7294 - ], - [ - 7294, - 7457 - ], - [ - 7457, - 7728 - ], - [ - 7728, - 8014 - ], - [ - 8015, - 8041 - ], - [ - 8041, - 8645 - ], - [ - 8646, - 8928 - ], - [ - 8928, - 9207 - ], - [ - 9208, - 9224 - ], - [ - 9224, - 9385 - ], - [ - 9386, - 9735 - ], - [ - 9736, - 9751 - ], - [ - 9751, - 10111 - ], - [ - 10112, - 10148 - ], - [ - 10148, - 10362 - ], - [ - 10362, - 10457 - ], - [ - 10458, - 10476 - ], - [ - 10476, - 10818 - ], - [ - 10819, - 10839 - ], - [ - 10839, - 10981 - ], - [ - 10981, - 11105 - ], - [ - 11105, - 11438 - ], - [ - 11439, - 11588 - ], - [ - 11588, - 11768 - ], - [ - 11769, - 11884 - ], - [ - 11884, - 11972 - ], - [ - 11973, - 11991 - ], - [ - 11991, - 12283 - ], - [ - 12284, - 12335 - ], - [ - 12336, - 12384 - ], - [ - 12385, - 12386 - ], - [ - 12386, - 12430 - ], - [ - 12431, - 12432 - ], - [ - 12432, - 12487 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 30, - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 4, - 8 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 29, - 30, - 31, - 32, - 33, - 34 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 2 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5, - 9, - 10, - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 4, - 7 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5, - 9, - 10, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001366649/000119312514380778/d808213dex99d2.htm" - }, - { - "id": 605, - "file_name": "1392091_0000950123-11-021325_c13551exv99w7.htm", - "text": "NON-DISCLOSURE AGREEMENT\n1. Introduction. This Non-Disclosure Agreement (this \u201cAgreement\u201d), which shall be effective for all purposes as of March 1, 2011, is entered into among Blueknight Energy Partners, L.P., a Delaware limited partnership (\u201cBlueknight\u201d), and Blueknight Energy Partners G.P., L.L.C., a Delaware limited liability company (the \u201cGeneral Partner\u201d), on the one hand, and MSD Torchlight, L.P. (\u201cReceiving Party), on the other hand. From time to time, Blueknight and the General Partner may (but shall not be obligated to) disclose to Receiving Party certain \u201cnon-public\u201d information relating to Blueknight, the General Partner, their respective Affiliates and their respective businesses. Receiving Party acknowledges that, in making any such disclosures, Blueknight is relying on an exception to the disclosure requirements of Regulation FD requiring the recipients of such non-public information, which may also be Material, to agree to keep such information confidential. In consideration for the receipt of such non-public information, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Blueknight, the General Partner and Receiving Party agree as follows:\n2. Definitions.\n(a) \u201cAffiliate\u201d has the meaning provided in Rule 12b-2 of the Exchange Act.\n(b) \u201cBlueknight Non-public Information\u201d shall mean information pertaining to Blueknight, the General Partner and/or their respective Affiliates that has not been Publicly Disclosed and that Blueknight or the General Partner discloses to Receiving Party, including, without limitation, the existence of the Refinancing Meeting (as defined below) and attendance by Receiving Party or any other limited partner of Blueknight at such meeting and all information regarding the refinancing disclosed, discussed or made available to Receiving Party at the Refinancing Meeting. The term Blueknight Non-public Information shall not include, however, information which (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party in breach of this Agreement, (ii) was or becomes available to Receiving Party on a non-confidential basis prior to or after its disclosure by Blueknight or the General Partner from a person, other than Blueknight or the General Partner, who is not known by Receiving Party to be bound by an obligation to Blueknight or the General Partner to keep such information confidential or (iii) is developed independently by Receiving Party without use of Blueknight Non-public Information and without violating any of the provisions of this Agreement.\n(c) \u201cExchange Act\u201d shall mean the Securities Exchange Act of 1934, as amended.\n(d) \u201cGroup\u201d has the meaning provided such term in Blueknight\u2019s partnership agreement.\n(e) \u201cMaterial\u201d shall have the meaning given such term under applicable federal and state securities laws, regulations, and interpretations thereof.\n(f) \u201cPublicly Disclosed\u201d shall mean public disclosure by Blueknight of the information in question, either via the filing of appropriate reports with the Securities and Exchange Commission, press release announcement, or other method of \u201cpublic disclosure\u201d within the meaning of applicable federal and state securities laws, regulations, and interpretations thereof.\n3. Obligation to Maintain Confidentiality. Receiving Party shall (a) keep and maintain any Material Blueknight Non-public Information in strict confidence and (b) not disclose to any other person the fact that Blueknight Non-public Information has been made available to Receiving Party, except, in each case, to the extent that Receiving Party is requested pursuant to, or required by, applicable law or regulation (including any filings required (and disclosures contained therein) under Section 13(d) of the Exchange Act) or by legal process (including by deposition, interrogatory, request for documents, subpoena, or similar process) to disclose any such information; provided, however, that Receiving Party may disclose such information to such of its representatives who need such information for the purpose of evaluating or assisting with Receiving Party\u2019s investment in Blueknight, it being understood that such representatives shall be informed in advance by Receiving Party of the confidential nature of such information and Receiving Party shall be responsible for any breach of the provisions of this letter by such representatives.\n4. Trading in Blueknight Securities; Refinancing Meeting.\n(a) Receiving Party hereby acknowledges that it is aware that the United States securities laws prohibit any person who has Material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information.\n(b) The parties agree that on March 3, 2011, representatives of the parties intend to meet with each other as well as certain other limited partners of Blueknight to discuss the refinancing and recapitalization of Blueknight (the \u201cRefinancing Meeting\u201d). The parties agree that (i) Receiving Party will not be considered part of a Group for purposes of Blueknight\u2019s partnership agreement (including, without limitation, for purposes of the term \u201cOutstanding\u201d as defined therein) with any of the other limited partners in attendance at the Refinancing Meeting and (ii) neither Blueknight nor the General Partner will assert that the Receiving Party is part of a \u201cgroup\u201d (as such term is used in Section 13(d)(3) of the Exchange Act) with any of the other limited partners in attendance at the Refinancing Meeting, in each case, solely because of Receiving Party\u2019s attendance at the Refinancing Meeting. Furthermore, the parties agree that (x) at the Refinancing Meeting there may be discussion in the nature of offers to compromise the disputed claims made in filings with the Securities and Exchange Commission (including filings made on Schedule 13D),correspondence to the General Partner and Blueknight and/or statements made by Receiving Party or its representatives to the General Partner and Blueknight or their representatives and (y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which (1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting in breach of this Agreement, (2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting to keep such information confidential or (3) is developed independently without use of conduct or statements at the Refinancing Meeting that concern prospective settlement of the disputed claims and without violating any of the provisions of this Agreement) are inadmissible and may not be used in any subsequent proceeding under applicable federal or state rules of evidence.\n(c) Receiving Party agrees that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Blueknight, Receiving Party and its controlled Affiliates will not, directly or indirectly, effect any sale (including any short-sale) or acquisition of any equity securities (or beneficial ownership thereof) or acquisition of assets of Blueknight or any of its Affiliates. Blueknight and the General Partner agree that for a period of twenty (20) days from the date of the Refinancing Meeting, unless specifically consented to in writing by Receiving Party, Blueknight will not file a proxy statement with the Securities and Exchange Commission relating to the Unitholder Meeting (as defined in the Global Transaction Agreement, dated as of October 25, 2010, by and among the General Partner, Blueknight and the purchasers set forth in Schedule I thereto).\n5. Miscellaneous.\n(a) Receiving Party acknowledges that none of Blueknight, the General Partner nor any of their respective representatives makes any representations or warranties, express or implied, as to the accuracy or completeness of any Blueknight Non-public Information, that none of Blueknight, the General Partner nor any of their respective representatives shall have any liability whatsoever to Receiving Party or any other person as a result of their use of any Blueknight Non-public Information or any errors therein or omissions therefrom and that Receiving Party shall assume full and exclusive responsibility for any conclusions derived from the Blueknight Non-public Information.\n(b) Each of Blueknight, the General Partner and Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that each of the parties shall be entitled, without the requirement of posting a bond or other security, to specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, the non-prevailing party as determined by a court of competent jurisdiction in a final judgment shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom.\n(c) This Agreement and the obligations of the parties hereunder (other than Section 4(b)) shall terminate upon the earlier to occur of (i) twenty (20) days from the date of the Refinancing Meeting, (ii) such time as Receiving Party is no longer in possession of Blueknight Non-public Information and (iii) with respect to any Section of this Agreement (other than Section 4(b)), such earlier time as set forth in such Section. Section 4(b) of this Agreement and the obligations of the parties under Section 4(b) shall terminate upon the date that is ten (10) years from the date hereof.\n(d) This Agreement shall be subject to, and construed in accordance with, the laws of the State of New York (excluding its conflicts of laws rules that would require application of the laws of any jurisdiction other than the State of New York) and applicable federal laws and regulations. This Agreement contains the entire agreement and understanding among the parties concerning the subject matter hereof, and supersedes any prior agreements, written or oral, relating to the subject matter hereof. This Agreement may be amended, modified or waived only by a separate writing executed by Blueknight and Receiving Party expressly so amending, modifying or waiving this Agreement. This Agreement may not be transferred or assigned (by operation of law or otherwise) by Receiving Party without the prior written consent of Blueknight, and shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. This Agreement may be executed by facsimile and in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument.\n[Signature Page Follows]\nIN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date first set forth above.\nBLUEKNIGHT ENERGY PARTNERS, L.P.\nBy: Blueknight Energy Partners G.P., L.L.C.\nBy: /s/ Alex G. Stallings\nName: Alex G. Stallings\nTitle: Chief Financial Officer\nBLUEKNIGHT ENERGY PARTNERS G.P., L.L.C.\nBy: /s/ Alex G. Stallings\nName: Alex G. Stallings\nTitle: Chief Financial Officer\nMSD TORCHLIGHT, L.P.\nBy: MSD Capital, L.P.\nBy: /s/ Marcello Liguori\nName: Marcello Liguori\nTitle: Authorized Signatory\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 42 - ], - [ - 42, - 446 - ], - [ - 446, - 703 - ], - [ - 703, - 989 - ], - [ - 989, - 1232 - ], - [ - 1233, - 1248 - ], - [ - 1249, - 1324 - ], - [ - 1325, - 1895 - ], - [ - 1895, - 1984 - ], - [ - 1984, - 2121 - ], - [ - 2121, - 2472 - ], - [ - 2472, - 2635 - ], - [ - 2636, - 2714 - ], - [ - 2715, - 2800 - ], - [ - 2801, - 2948 - ], - [ - 2949, - 3315 - ], - [ - 3316, - 3359 - ], - [ - 3359, - 3381 - ], - [ - 3381, - 3475 - ], - [ - 3475, - 4462 - ], - [ - 4463, - 4520 - ], - [ - 4521, - 4961 - ], - [ - 4962, - 5216 - ], - [ - 5216, - 5239 - ], - [ - 5239, - 5524 - ], - [ - 5524, - 5863 - ], - [ - 5863, - 5899 - ], - [ - 5899, - 6298 - ], - [ - 6298, - 6585 - ], - [ - 6585, - 6769 - ], - [ - 6769, - 7187 - ], - [ - 7187, - 7522 - ], - [ - 7523, - 7951 - ], - [ - 7951, - 8434 - ], - [ - 8435, - 8452 - ], - [ - 8453, - 9131 - ], - [ - 9132, - 9508 - ], - [ - 9508, - 9677 - ], - [ - 9677, - 10017 - ], - [ - 10018, - 10153 - ], - [ - 10153, - 10216 - ], - [ - 10216, - 10318 - ], - [ - 10318, - 10445 - ], - [ - 10445, - 10604 - ], - [ - 10605, - 10894 - ], - [ - 10894, - 11106 - ], - [ - 11106, - 11286 - ], - [ - 11286, - 11567 - ], - [ - 11567, - 11801 - ], - [ - 11802, - 11826 - ], - [ - 11827, - 11947 - ], - [ - 11948, - 11980 - ], - [ - 11981, - 12024 - ], - [ - 12025, - 12050 - ], - [ - 12051, - 12074 - ], - [ - 12075, - 12105 - ], - [ - 12106, - 12133 - ], - [ - 12133, - 12145 - ], - [ - 12146, - 12171 - ], - [ - 12172, - 12195 - ], - [ - 12196, - 12226 - ], - [ - 12227, - 12247 - ], - [ - 12248, - 12269 - ], - [ - 12270, - 12294 - ], - [ - 12295, - 12317 - ], - [ - 12318, - 12345 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 40, - 43, - 44 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 12, - 27, - 29, - 30, - 31, - 32 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 27, - 29, - 30, - 31, - 32 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 11, - 27, - 29, - 30, - 31, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 20 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001392091/000095012311021325/c13551exv99w7.htm" - }, - { - "id": 610, - "file_name": "1452751_0001193125-17-086167_d334994dex99e3.htm", - "text": "Exhibit (e)(3)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis MUTUAL NONDISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is made as of November 17, 2016, by and between Nimble Storage, Inc. a corporation organized under the laws of Delaware (the \u201cCompany\u201d), and Hewlett Packard Enterprise Company, a Delaware corporation (\u201cHPE\u201d).\nHPE is evaluating forms of a potential transaction with respect to the Company (a \u201cTransaction\u201d), in connection with which each may disclose certain information, including Confidential 1nformation (as defined below), to the other. As a condition to such information being furnished to each party, its affiliates, its subsidiaries and other individuals and entities controlled, directly or indirectly, by such party (\u201cAffiliates\u201d), and the respective directors, employees, consultants, accountants, attorneys and advisors of such party and its Affiliates with which such party has entered into confidentiality agreements with material terms that are substantially similar to those in this Agreement (collectively with such Affiliates, \u201cAssociates\u201d), each party agrees such information shall be provided to Associates for the limited purpose of evaluating, negotiating or consummating the Transaction, to treat the other party\u2019s Confidential Information in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions, as described in this Agreement. The foregoing definition of Associates who may be furnished confidential information hereby specifically excludes third parties who provide stockholder representation services. A party disclosing Confidential Information hereunder is referred to herein as \u201cthe disclosing party\u201d and a party receiving the Confidential Information of a disclosing party hereunder is referred to herein as \u201cthe receiving party.\u201d\n1. Definition of Confidential Information; Use and Disclosure.\n\u201cConfidential Information\u201d means any information, technical data or know-how, including, but not limited to, that which relates to research, product or service plans, business practices, agreement terms, products, services, employees, suppliers, customers, technology or other strategic partners, stockholders, markets, software, know-how, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, notes, analyses or studies and all tangible and intangible embodiments thereof of any kind whatsoever, whether conveyed in writing or orally by the disclosing party or its Associates to the receiving party or its Associates in connection with the evaluation of a Transaction. The term \u201cConfidential Information\u201d shall be deemed to include those portions of any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by the receiving party or its Associates which contain, reflect or are based upon, in whole or in part, any information furnished to the receiving party or its Associates pursuant hereto. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party or its Associates at the time of disclosure, as shown by files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party or its Associates; (iii) is obtained by the receiving party or its Associates from a source other than the disclosing party or its Associates, which source would not be reasonably expected by the\nreceiving party or its Associates to have any obligation of confidentiality to the disclosing party with respect to such information; (iv) is approved, in writing, for release by the disclosing party; or (v) the receiving party or its Associates can document was independently developed by the receiving party or its Associates without use of or reference to the disclosing party\u2019s Confidential Information.\nEach of the parties hereto agree not to use the Confidential Information disclosed to it by the other party or its Associates except in connection with preparing a proposal for and any discussions of a Transaction or as otherwise permitted hereunder. Neither party will disclose any Confidential Information of the other party to third parties except those of its Associates who are required to have the information in order to evaluate and discuss a Transaction. The receiving party shall inform its Associates of the confidential nature of the Confidential Information and shall instruct them to treat the information confidentially. The receiving party shall be responsible for any breach of this Agreement by its Associates and agrees, at its sole expense, to take all commercially reasonable measures to restrain its Associates from disclosure or use of the Confidential Information in breach of this Agreement. Each party agrees that it will take commercially reasonable measures to protect the confidentiality of, and to avoid having Confidential Information of the other party enter the public domain, become publicly available, or be held by persons not authorized hereunder to have such Confidential Information, which measures shall include at least the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention.\n2. Nonpublicity. The existence and the terms of this Agreement, any Transaction, the fact that any Confidential Information has been provided to the other party, and the existence, nature and status of any discussions between the parties shall be treated as Confidential Information hereunder, shall be maintained in strict confidence by the parties hereto and by their respective Associates and, subject to Section 3 of this Agreement, shall not be disclosed to any third party.\n3. Required Disclosure. In the event that a receiving party or its Associates is or becomes legally compelled under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, whether or not as a result of a Transaction to which the Company has consented, to disclose any portion of the Confidential Information of a disclosing party, that discussions or negotiations between the parties hereto are taking place or have taken place, or any of the terms, conditions or other facts with respect to a Transaction, including the status thereof, the receiving party will, and will direct its Associates to, provide the disclosing party with prompt written notice (unless prohibited by law) of such legal compulsion, and shall delay disclosure, if and to the extent permitted or practicable, until the disclaiming party has had an opportunity to seek a protective order or other appropriate remedy or to waive compliance by the receiving party and/or its Associates with the relevant provisions of this Agreement. In the event that a protective order or other remedy is not obtained in such a proceeding, or the disclosing party fails to waive compliance with the relevant provisions of this Agreement, the receiving party agrees that it will, and will direct its Associates to, disclose only that Confidential Information of the disclosing party which its counsel advises is legally required to be disclosed and will exercise commercially reasonable efforts, and will direct its Associates to exercise their commercially reasonable efforts, at the request and expense of the disclosing party, to cooperate with the disclosing party in its efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information which is so disclosed.\n4. No License Granted. Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right, nor shall this Agreement grant either party any rights in or to the other party\u2019s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into, and the undertaking of or the advising with respect to, a Transaction.\n5. No Representation of Accuracy.\u00b7 Each party acknowledges that neither the other party nor any of its Associates has made any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information made available by the other party or its Associates. Each party agrees that, except as set forth in a definitive agreement executed by the parties, neither party nor any of its Associates shall have any liability to the other party or to any of its Associates relating to or resulting from the use of such other party\u2019s Confidential Information or any errors therein m omissions therefrom. Only those representations or warranties made in a definitive agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n6. Definitive Agreements. Each party acknowledges and agrees that other than with respect to the matters specifically set forth herein, no contract or agreement providing a Transaction shall be deemed to exist between the parties unless and until a definitive agreement has been executed and delivered. The parties further agree that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Associates with regard to a Transaction and to terminate discussions or negotiations at any time.\n7. Similar Products. Each disclosing party acknowledges that the receiving party or its Associates may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the disclosing party\u2019s Confidential Information. Nothing in this Agreement will prohibit the receiving party or its Associates from developing, manufacturing, marketing, selling, servicing or supporting or having developed, manufactured, marketed, sold, serviced or supported for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the disclosing party\u2019s Confidential Information, provided that the receiving party and its Associates do not use any of the disclosing party\u2019s Confidential Information in connection with such activities. Neither party nor its respective Associates shall have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to Confidential Information of the other party or its Associates.\n8. Residuals. The receiving party\u2019s employees may use any Residuals for any purpose, provided that this paragraph does not grant or imply any license or other right to use any patent, trademark, copyright, mask work right or other intellectual property right. \u201cResiduals\u201d means information that is retained, as general knowledge and experience, in the\nunaided memory of the receiving party\u2019s employees who have had access to the disclosing party\u2019s Confidential Information within the scope of the receiving party\u2019s obligations under this Agreement, but who no longer have access to such Confidential Information. However, Residuals does not include any detailed financial or personnel data. The ability to use Residuals shall be narrowly construed, is intended only to alleviate the possibility of inadvertent breach of this Agreement as a result of routine, unaided memory retention, and does not allow the receiving party to use or disclose information known to the receiving party to be Confidential Information that is subject to this Agreement. The memory of an employee of the receiving party is unaided if such employee has not intentionally memorized the Confidential Information or retained notes or other aids to such memory,\n9. Commercial Relationship Use. Notwithstanding any obligations or restrictions to the contrary contained herein, if during due diligence review, HPE learns of flaws or problems with Company\u2019s products, software, services or intellectual property rights, the Associates of HPE evaluating the potential Transaction may share such information with the Associates of HPE who are responsible for purchasing such products, software or services or licensing such intellectual property on behalf of HPE (\u201cPurchasing Associates\u201d). For avoidance of doubt, Purchasing Associates of the receiving party that receive such information agree to be bound by the terms of this Agreement. In the event any Confidential Information is disclosed pursuant to this Section 9, HPE shall notify the Company of any information shared with Associates of HPE within fifteen (15) business days after such disclosure.\n10. Termination of Discussions. Following written notice by one party to another of the termination of discussions between the parties, upon written request of the disclosing party, the receiving party shall take reasonable steps to instruct all persons involved in the Transaction to destroy all Confidential Information furnished to the receiving party by or on behalf of the disclosing party pursuant to this Agreement. Notwithstanding the foregoing, the receiving party and its Associates may retain any Confidential Information to the extent required pursuant to the regulatory compliance or record retention policies of such receiving party or Associate.\n11. Term. The foregoing commitments of either party in this Agreement regarding the confidentiality and non-use of Confidential Information shall survive any termination of discussions between the parties and shall continue for a period of eighteen\n(18) months following the date of this Agreement.\n12. Attorney-Client Privilege. To the extent that any Confidential Information of the disclosing party may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine,\n13. Notice. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall he deemed properly given on the day of delivery (or, if such date is not a business day, on the first business day after delivery) if delivered by hand or email (if submitting by email, substantive discussions to be included only in password protected attachments) (with confirmation of delivery), or on the first business day after being sent by overnight courier or overnight express delivery service (in each case, with confirmation of delivery) to the address set forth beneath the name of such party below (or to such other address as such party shall have specified in a written notice given to the other parties hereto):\nif to HPE:\nHewlett Packard Enterprise Company\n3000 Hanover Street\nPalo Alto, CA 94304\nAttn: General Counsel\nif to the Company:\nNimble Storage, Inc.\n211 River Oaks Parkway\nSan Jose, CA 95134\nAttn: General Counsel\nGC@nimblestorage.com\n14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within that state. Each of the parties hereby agrees and irrevocably consents to personal jurisdiction and venue in any federal or state court within Wilmington, Delaware, having subject matter jurisdiction, for the purposes of any action, suit or proceeding arising out of or relating to this agreement. To the fullest extent permitted by law, each of the parties hereby agrees to waive trial by jury in any action proceeding or counterclaim brought by or on behalf of either party with respect to any matter whatsoever relating to this Agreement.\n15. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all other prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof. All modifications of, waivers of and amendments to this letter agreement must be in writing and signed by both parties hereto.\n16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart signed by an authorized representative of a party and delivered to the other party by email, facsimile, PDF, or other similar electronic means shall be deemed an original counterpart and duly delivered.\n[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]\nIN WITNESS WHEREOF, the parties have executed this Mutual Non-Disclosure Agreement as of the day and year first above written.\nNIMBLE STORAGE, INC.\nBy: /s/ Suresh Vasudevan\nName: Suresh Vasudevan\nTitle: CEO\nHEWLETT PACKARD ENTERPRISE\nCOMPANY\nBy: /s/ Vishal Bhagwati\nName: Vishal Bhagwati\nTitle: SVP \u2212 Corporate Development\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 45 - ], - [ - 46, - 309 - ], - [ - 310, - 541 - ], - [ - 541, - 1404 - ], - [ - 1404, - 1581 - ], - [ - 1581, - 1812 - ], - [ - 1812, - 1813 - ], - [ - 1814, - 1876 - ], - [ - 1877, - 2619 - ], - [ - 2619, - 3020 - ], - [ - 3020, - 3140 - ], - [ - 3140, - 3308 - ], - [ - 3308, - 3490 - ], - [ - 3490, - 3666 - ], - [ - 3667, - 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}, - "nda-10": { - "short_description": "Confidentiality of Agreement", - "hypothesis": "Receiving Party shall not disclose the fact that Agreement was agreed or negotiated." - }, - "nda-2": { - "short_description": "None-inclusion of non-technical information", - "hypothesis": "Confidential Information shall only include technical information." - }, - "nda-1": { - "short_description": "Explicit identification", - "hypothesis": "All Confidential Information shall be expressly identified by the Disclosing Party." - }, - "nda-19": { - "short_description": "Survival of obligations", - "hypothesis": "Some obligations of Agreement may survive termination of Agreement." - }, - "nda-12": { - "short_description": "Permissible development of similar information", - "hypothesis": "Receiving Party may independently develop information similar to Confidential Information." - }, - "nda-20": { - "short_description": "Permissible post-agreement possession", - "hypothesis": "Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information." - }, - "nda-3": { - "short_description": "Inclusion of verbally conveyed information", - "hypothesis": "Confidential Information may include verbally conveyed information." - }, - "nda-18": { - "short_description": "No solicitation", - "hypothesis": "Receiving Party shall not solicit some of Disclosing Party's representatives." - }, - "nda-7": { - "short_description": "Sharing with third-parties", - "hypothesis": "Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors)." - }, - "nda-17": { - "short_description": "Permissible copy", - "hypothesis": "Receiving Party may create a copy of some Confidential Information in some circumstances." - }, - "nda-8": { - "short_description": "Notice on compelled disclosure", - "hypothesis": "Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information." - }, - "nda-13": { - "short_description": "Permissible acquirement of similar information", - "hypothesis": "Receiving Party may acquire information similar to Confidential Information from a third party." - }, - "nda-5": { - "short_description": "Sharing with employees", - "hypothesis": "Receiving Party may share some Confidential Information with some of Receiving Party's employees." - }, - "nda-4": { - "short_description": "Limited use", - "hypothesis": "Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement." - } - } -} \ No newline at end of file diff --git a/contract-nli/raw/ 064-19 Non Disclosure Agreement 2019.pdf b/contract-nli/raw/ 064-19 Non Disclosure Agreement 2019.pdf deleted file mode 100644 index acb255fd0e62a229b553e778f2b9611a94f57961..0000000000000000000000000000000000000000 Binary files a/contract-nli/raw/ 064-19 Non Disclosure Agreement 2019.pdf and /dev/null differ diff --git a/contract-nli/raw/01_Bosch-Automotive-Service-Solutions-Mutual-Non-Disclosure-Agreement-7-12-17.pdf b/contract-nli/raw/01_Bosch-Automotive-Service-Solutions-Mutual-Non-Disclosure-Agreement-7-12-17.pdf deleted file mode 100644 index 59b83cded0feb645fdb6bdde7e18805d859fd08d..0000000000000000000000000000000000000000 Binary files a/contract-nli/raw/01_Bosch-Automotive-Service-Solutions-Mutual-Non-Disclosure-Agreement-7-12-17.pdf and /dev/null differ diff --git a/contract-nli/raw/09-24-2019-04-25-05-3914910473.pdf b/contract-nli/raw/09-24-2019-04-25-05-3914910473.pdf deleted file mode 100644 index fc66398734b214971f597d516ade6f4cea05245d..0000000000000000000000000000000000000000 Binary files a/contract-nli/raw/09-24-2019-04-25-05-3914910473.pdf and /dev/null differ diff --git a/contract-nli/raw/1001113_0000950134-07-005231_f27921orexv99wxdyx3y.htm b/contract-nli/raw/1001113_0000950134-07-005231_f27921orexv99wxdyx3y.htm deleted file mode 100644 index 1f8303d92440b4cc2bd583a664c4cac1311ee2a6..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1001113_0000950134-07-005231_f27921orexv99wxdyx3y.htm +++ /dev/null @@ -1,257 +0,0 @@ - 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EXHIBIT(d)(3) -
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(ORACLE LOGO) -
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CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS -
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This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective -date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle -Parkway, Redwood City, California 94065 and the company designated below (“Company”). -
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Oracle and -the Company are entering into discussions concerning a possible strategic transaction -(the “Transaction”). The parties expect to make available to one another certain non-public, -confidential and/or proprietary information, both oral and written, which may include information -concerning their respective business prospects and plans, financial condition, technology, -customers, know-how, trade secrets, operations, assets and liabilities (collectively, the -“Evaluation Material”). As a condition to each party furnishing the Evaluation Material to the -other party and the directors, officers, employees, agents or advisors of such party or its -subsidiaries (collectively, “Representatives”), each party -agrees that the Evaluation Material -furnished to it hereunder shall be treated as confidential subject to -the terms of this Agreement. -
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1. Evaluation Material. “Evaluation Material” also includes notes, analyses, -compilations, studies, plans, interpretations or other documents prepared -by the receiving party or its Representatives which contain or are based -upon the Evaluation Material furnished to such party hereunder. The term -“Evaluation Material” does not include information that (i) is or becomes a -matter of public knowledge through no fault of the receiving party; (ii) is or -becomes available to the receiving party from a source other than the -disclosing party or any of its Representatives, provided that such source -was not known or reasonably should be known by the receiving party to be -bound by a duty of confidentiality with respect to such information; (iii) is -disclosed by the disclosing party to a third party without a duty of -confidentiality; (iv) is independently developed by the receiving party -without use of the Evaluation Material; or (v) is disclosed under operation -of law. -
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2. -Non-Disclosure/Security/Use. Each party agrees that, without the prior -written consent of the other party, neither it nor its Representatives will -disclose to any other person any of the other party’s Evaluation Material, -the fact that discussions between the parties are taking place concerning -the Transaction, or any terms or other facts relating to the Transaction and -will use such Evaluation Materials only for the purpose of evaluating a -Transaction. Each party agrees to use reasonable measures to protect -against the loss, theft or unauthorized use of the Evaluation Materials. -
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3. -Personally Identifiable Information. The Evaluation Materials may -include human resources data and/or other information that serves to -identify one or more individuals (“PII”). The receiving party agrees to notify -the disclosing party of any request received by the receiving party for -access, correction, amendment or redaction of any PII. The disclosing -party shall be responsible for compliance with all such requests. The -receiving party also agrees to notify the disclosing party of any actual or -suspected improper acquisition of PII of which the receiving party becomes -aware. -
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4. -Residuals. Nothing in this Agreement shall be construed to limit either -party’s ability to use “residuals” relating to the Evaluation Material of the -other party. The term “residuals” shall mean information included in the -Evaluation Material in nontangible form (i.e., not written or other -documentary form, including tape or disk), which is incidentally retained in -the memories of employees of either party who have had access to the -Evaluation Material, including ideas, know-how, or techniques contained -therein, and where the source of the Evaluation Material has become -remote (e.g., as a result of the passage of time or the employee’s -subsequent exposure to information of a similar nature from other sources) -that the employee in good faith believes that it is not Evaluation Material. -Neither party shall have any obligation to limit or restrict the assignment of -its employees or to pay royalties to the other party in connection with any -use of residuals. -
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5. Independent Development. Nothing in this Agreement shall be -construed to limit or preclude either party from developing, using, -marketing, licensing, and/or selling any independently developed software, -technology or other materials similar or related to the Evaluation Material -without otherwise violating this Agreement. -
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6. Required Disclosure. In the event that a party or its Representatives is -required by Law, rule or stock exchange regulation to disclose any of the -other party’s Evaluation Material or the fact that discussions between the -parties are taking place concerning the Transaction, the party required to -make such disclosure shall, to the extent practicable, provide the other -party with prior written notice of any such requirement so that the other -party may seek a protective order or other appropriate remedy and/or -waive compliance with the provisions of this Agreement. In the event -that -such protective order, other remedy or waiver is not obtained, the party -required to make the disclosure shall furnish only that portion of the -Evaluation Material that such party determines, alter consulting with -counsel, is required to disclose and shall exercise all reasonable efforts to -preserve the confidentiality of the other party’s Evaluation -Material. -
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7. Termination of Discussions. This Agreement and all rights and obligations -hereunder shall terminate on the second anniversary of the Effective Date. -Promptly upon notice from either party that it does not wish to proceed with -the Transaction, each party shall return to the other party or destroy all -copies of the Evaluation Material (including all documents based thereon) -in its possession or in the possession of its Representatives, except that -outside counsel to the receiving party may retain one copy of the -Evaluation Material for archival purposes and solely to comply with -applicable law, rule or regulation. Notwithstanding the return or destruction -of the Evaluation Material, each party and its Representatives will continue -to be bound by its obligations of confidentiality and other obligations -hereunder for a period ending on the second anniversary of the Effective Date. -
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8. Definitive Agreements. Unless and until a final definitive agreement, -regarding the Transaction has been executed, no contract or agreement -with respect to the Transaction shall be deemed to exist between the -parties and neither party will be under any legal obligation whatsoever with -respect to the Transaction by virtue of this Agreement except for the -matters specifically agreed to herein. The term “definitive agreement” -does not include a term sheet or any other preliminary written agreement. -Each party reserves the right, in its sole discretion, to provide or -not -provide Evaluation Material under this Agreement, to reject any and -all -proposals with regard to the Transaction and to terminate discussions and -negotiations at any time. -
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9. Entire Agreement. This Agreement sets forth the entire agreement -with respect to the Evaluation Material disclosed hereunder and -supersedes all prior or contemporaneous agreements concerning such -Evaluation Material, whether written or oral. All additions or modifications -to this Agreement must be made in writing and must be signed by both -parties. -
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10. Miscellaneous. Each party agrees to be responsible for any breach of -this Agreement by any of its Representatives. In case any provision of this -Agreement shall be. invalid, illegal or unenforceable, the validity, legality -and enforceability of the remaining provisions of the Agreement shall not in -any way be affected or impaired thereby, -
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11. Governing Law, Jurisdiction. This Agreement and all matters arising -out of or relating to this Agreement shall be governed by the procedural -and substantive laws of the state of California and shall be deemed -executed in Redwood City, California. Any legal action or proceeding -relating to this Agreement shall be instituted exclusively in any state or -federal court In San Francisco or San Mateo County, California. Company -and Oracle irrevocably and unconditionally agree to submit to the exclusive -jurisdiction of, and agree that the venue is proper in, the aforesaid courts in -any such legal action or proceeding. -
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12. -Relief. Each party agrees that money damages will not be a sufficient -remedy for any breach of this Agreement by it or its Representatives, and -that the other party is entitled specific performance and injunctive relief as -remedies for any such breach. Such remedies shall not be deemed to be -exclusive remedies for a breach of this Agreement but shall be in addition -to all other remedies available at law or equity. -
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ORACLE CORPORATION -
 HYPERION SOLUTIONS CORPORATION
  -
  
By: -/s/ Douglas Kehring
 
-
 By: /s/ Mark Cochran
 
Name: Douglas Kehring -
 Name: Mark Cochran
Title: Authorized Signatory -
 Title: VP & General Counsel
  -
  
Effective Date: Jan. 2, 2007 -
 Address: 5450 Great America Pkway
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- - - \ No newline at end of file diff --git a/contract-nli/raw/1001917_0000950123-08-007542_y61533exv99wdw3.htm b/contract-nli/raw/1001917_0000950123-08-007542_y61533exv99wdw3.htm deleted file mode 100644 index 27193e315e286a47b1b8c3b33664360d8895c8ab..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1001917_0000950123-08-007542_y61533exv99wdw3.htm +++ /dev/null @@ -1,383 +0,0 @@ - - -EX-99.D.3 - - - -
- - -
MUTUAL NON-DISCLOSURE AGREEMENT -
- - -
     THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”), effective April 3, 2008 (the -“Effective Date”), is between Magic Hat Brewing Company & Performing Arts Center, Inc., a -Vermont corporation (“Company”), and PYRAMID BREWERIES INC., a Washington corporation (“Pyramid”). -Pyramid and the Company are sometimes referred to in this Agreement individually as a -“Party” and collectively as the “Parties”. -
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     WHEREAS, Pyramid is a reporting company with the Securities and Exchange Commission and files -reports and proxy materials under the Securities Exchange Act of 1934, which are publicly -available. -
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     WHEREAS, the Parties wish to exchange certain nonpublic confidential business information for -purposes of engaging in preliminary discussions regarding and evaluating a possible strategic -merger, acquisition or business combination between the Parties (the “Business Purpose”). -
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     NOW THEREFORE, the Parties agree as follows: -
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     1. Definition of Confidential Information. The term “Confidential Information” means -any and all information that is or has been received by either Party (the “Recipient”) from -the other Party (the “Disclosing Party”), or which the Recipient has had access to, during -the four (4)-month period commencing on the Effective Date (the “Term”), and that is either -(a) marked as “confidential,” “proprietary,” or such similar term, or (b) non-public information -related to the Disclosing Party’s business, which the Receiving Party should reasonably know is -confidential based on the nature of such information. Without limiting the generality of the -foregoing, Confidential Information shall include the following, whether in tangible or electronic -form: business plans, customer database information, employee and independent contractor lists, -internal reports and investigations, research and work in progress, source and object code, -technical manuals, financial statements and projections, cost summaries and pricing formulae, -algorithms, confidential filings with any international, federal or state agency, and all other -information concerning methods of doing business, ideas and inventions (whether or not patentable), -and data that derives independent economic value, actual or potential, from not being generally -known to persons who can obtain economic value from its disclosure or use that is the subject of -reasonable efforts by the Company to maintain its secrecy. -
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     2. Excluded Information. Confidential Information shall not include any information that: (a) -prior to its disclosure by the Disclosing Party is already lawfully and rightfully known by or -available to the Recipient as evidenced by prior written records; (b) through no wrongful act, -fault or negligence on the part of the Recipient is or hereafter becomes part of the public domain; -(c) is lawfully received by the Recipient from a third party without restriction and without breach -of this agreement or any other agreement; (d) is approved for public release or use by written -authorization of the Disclosing Party; (e) the Recipient can demonstrate was independently -developed by it without reference to the Disclosing Party’s Confidential Information; or (f) is -disclosed pursuant to the requirement or request of a governmental agency or court of competent -jurisdiction to the extent such disclosure is required by a valid law, regulation or court order -and sufficient notice is given by the Recipient to the Disclosing Party of any such requirement or -request in order to permit the Disclosing Party to seek an appropriate protective order or -exemption from such requirement or request. -
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     3. Non-Disclosure and Confidentiality. The Recipient shall not (a) use the Confidential -Information except for the Business Purpose, or (b) disclose or make the Confidential Information -available to any person or entity (other than Related Parties, as defined below) without the prior -written consent of the Disclosing Party. Each Party shall take reasonable security precautions to -protect the Confidential Information, at least as strict as the precautions it takes to protect its -own confidential and proprietary information of a similar nature. Without the prior written -consent of the Disclosing Party, the Recipient of Confidential Information shall restrict the -disclosure and availability of Confidential Information to Recipient’s financial, tax, or legal -advisors, or to its directors, officers, or employees with a demonstrable need to know such -Confidential Information (each, a “Related Party”, and, collectively, the “Related -Parties”), provided that any such Related Party either agrees to be bound by this Agreement or -is already bound by confidentiality obligations no less restrictive than those in this Agreement. -Each Party shall be responsible for the breach of this Agreement by any Related Party. Neither -Party shall use any Confidential Information received by it to develop a product or service which -competes with or imitates products of the Disclosing Party or engage in reverse engineering to -develop similar products or services using the Confidential Information (it being acknowledged and -understood that both Parties are engaged in the business of beer brewing and that competing beer -products are regularly independently developed within the beer industry using the same or similar -raw materials, processes and packaging). The Recipient shall prevent commingling of the -Confidential Information with similar information or material of other third parties. The -obligations of confidentiality and protection under this Agreement shall survive for three (3) -years following the expiration of the Term. -
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     4. Non-Solicitation. Other than through general employment listings and advertising or -through the efforts of employment search firms, each Party shall not, during the Term of this -Agreement and for one (1) year thereafter, directly or indirectly, solicit or hire any employee or -independent contractor of the other Party, or induce any such person to abandon their relationship -with the other Party. -
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     5. No Warranty. THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS,” AND THE DISCLOSING PARTY -HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACCURACY, SUFFICIENCY, -SUITABILITY OR NON-INFRINGEMENT OF SUCH CONFIDENTIAL INFORMATION. -
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     6. No License or Obligations; Return of Confidential Information. This Agreement does not -represent nor imply any agreement or commitment to enter into any further business relationship. -This Agreement does not create any agency or partnership relationship between the Parties or -authorize a Party to use the other Party’s name or trademarks. As between the Parties, all -Confidential Information received by a Recipient shall remain the sole and exclusive property of -the Disclosing Party. Upon written request by the Disclosing Party, the Recipient shall return to -the Disclosing Party, or shall destroy in a manner satisfactory to the Disclosing Party, all -tangible or electronic forms of Confidential Information, including any and all copies of the -Confidential Information or notes containing the Confidential Information, and shall provide a -written certification to the Disclosing Party that all tangible forms of the Confidential -Information have been returned or destroyed. -
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     7. Remedies for Breach. The Parties agree that money damages would be inadequate to remedy -any breach of this Agreement. As a result, a non-breaching party shall be entitled to seek, and a -court of competent jurisdiction may grant, specific performance and -
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injunctive or other equitable relief as a remedy for any breach of this Agreement. Such -remedy shall be in addition to all other remedies, including money damages, available to a -non-breaching party at law or in equity. -
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     8. Notices. Any notice given by one Party to the other under this Agreement shall be sent by -registered mail, return receipt requested, or reputable overnight courier to the addresses listed -below (or such address changed by the giving of like notice to the other Party), and shall be -deemed received upon actual receipt by the recipient Party. -
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     9. Governing Law; Attorneys’ Fees. This Agreement, including all matters of construction, -validity and performance, shall be governed by, construed and enforced in accordance with the laws -of the State of Washington, as applied to contracts made and to be fully performed in such state, -without regard to its conflict of law rules. The Parties consent to the jurisdiction of the state -and federal courts located in New York, New York. A prevailing Party shall be entitled to an award -of its reasonable attorneys’ fees and costs arising out of this Agreement. -
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     10. Miscellaneous. This Agreement sets forth the entire agreement between the Parties hereto -with respect to its subject matter, and any and all prior agreements, understandings or -representations with respect to its subject matter are merged herein. This Agreement may be -amended and any provision may be waived only by the written agreement of the Parties. The terms and -conditions of this Agreement shall inure to the benefit of and be binding upon the respective -successors and assigns of the Parties, provided that Confidential Information of the Disclosing -Party may not be assigned by the Recipient without the prior written consent of the Disclosing -Party. If any provision of this Agreement is held by a court of competent jurisdiction to be -invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining -provisions shall not in any way be effected, impaired or invalidated thereby. This Agreement may -be executed in two or more counterparts or by other electronic means, each of which shall be deemed -an original, and all of which together shall constitute one and the same instrument. -
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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written -above. -
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PYRAMID BREWERIES INC., MAGIC HAT BREWING COMPANY & PERFORMING
ARTS CENTER, INC.,
 
      
a Washington corporation a Vermont corporation
 
      
By (signature): -
   By (signature):  
  -
   -    
 
      
Printed Name: -
   Printed Name:  
  -
   -    
 
      
Title: -
   Title:  
  -
   -    
 
      
Address: -
 91 South Royal Brougham Way - Address: - 5 Bartlett Road
  -
 Seattle, WA 98134 -   South Burlington, VT 05403
 
      
Fax: -
   Fax: - (802) 658-5788
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- - - - - - \ No newline at end of file diff --git a/contract-nli/raw/1002276_0001036050-99-002047_document_13.txt b/contract-nli/raw/1002276_0001036050-99-002047_document_13.txt deleted file mode 100644 index 71bc875b23a6091a37ccddbeee9119e0189e37a1..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1002276_0001036050-99-002047_document_13.txt +++ /dev/null @@ -1,175 +0,0 @@ - - - Exhibit (c)(4) - - MUTUAL NON-DISCLOSURE AGREEMENT - - - Each undersigned party (the "Receiving Party") understands that the -other party (the "Disclosing Party") has disclosed or may disclose information -relating to the Disclosing Party's business particularly relating to uniform -informer libraries, chemi-informatic tools and the nature of chemical libraries -(including, with limitation, names and expertise of employees and consultants, -know-how, formulas, processes, ideas, inventions (whether patentable or not), -schematics, computer programs, software code, algorithms, development tools, -manufacturing capability or processes, chemical routes, chemical structures, -relationships with other businesses, business plans, and other technical, -business, financial, customer and product development plans, forecasts, -strategies and information), which to the extent previously, presently, or -subsequently disclosed to the Receiving Party is hereinafter referred to as -"Proprietary Information" of the Disclosing Party. Proprietary Information also -includes any information which the Disclosing Party has received from a third -party which the Disclosing Party is obligated to treat as confidential or -proprietary. - - Notwithstanding the foregoing, nothing will be considered "Proprietary -Information" of the Disclosing Party unless either (1) it is first disclosed in -tangible form and is conspicuously marked "Confidential", "Proprietary" or the -like or (2) it is first disclosed in non-tangible form and orally identified as -confidential at the time of disclosure and is summarized in tangible form -conspicuously marked "Confidential" within thirty (30) days of the original -disclosure. - - In consideration of and solely for the purpose of the parties' -discussion regarding a possible business transaction and any access the -Receiving Party may have to Proprietary Information of the Disclosing Party, -each party (as the Receiving Party) hereby agrees as follows: - - 1. Non-Disclosure and Non-Use Obligations. The Receiving Party - -------------------------------------- -agrees (i) to hold the Disclosing Party's Proprietary Information in strict -confidence and to take all reasonable precautions to protect such Proprietary -Information (including, without limitation, all precautions the Receiving Party -employs with respect to its most confidential materials), (ii) not to divulge -any such Proprietary Information or any information derived therefrom to any -third person (except consultants or agents, subject to the conditions stated -below), (iii) not to make any use whatsoever at any time of such Proprietary -Information except to evaluate internally whether to enter into a proposed -business transaction with the Disclosing Party without the prior written -permission of the disclosing party, (iv) not to remove or export from the United -States or re-export any such Proprietary Information or any direct product -thereof except in compliance with all licenses and approvals required under -applicable export laws and regulations, including without limitation, those of -the U.S. Department of Commerce, and (v) not to copy or reverse engineer any -such Proprietary Information. Any employee, consultant or agent given access to -any such Proprietary Information must have a legitimate "need to know" and shall -be similarly bound in writing. The parties shall be entitled to exchange -Proprietary Information under the - - -terms of this Agreement for a period not to exceed two (2) years from the date -hereof, unless otherwise extended by mutual written agreement of the parties or -incorporated into a separate agreement. Without granting any right or license, -the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (v) -shall not apply with respect to all obligations after five (5) years following -the disclosure thereof or any information that the Receiving Party can document -(i) is or (through no improper action or inaction by the Receiving Party or any -agent, consultant or employee) becomes generally known to the public, (i) was in -its possession or the possession of an affiliate or consultant or known by it -prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to -it, an affiliate or a consultant by a third party without restriction, or (iv) -was independently developed without use of any Proprietary Information of the -Disclosing Party by employees of the Receiving Party who can be demonstrated to -have had no access to such information. The Receiving Party may make disclosures -required by court order provided the Receiving Party uses diligent efforts to -limit disclosure and to obtain confidential treatment or a protective order and -has allowed the Disclosing Party to participate in the proceeding. - - 2. Patent or Copyright Infringement. Nothing in this Agreement is - -------------------------------- -intended to grant any rights under any patent or copyright of the Disclosing -Party, nor shall this Agreement grant the Receiving Party any rights in or to -the Disclosing Party's Proprietary Information, except the limited right to -review such Proprietary Information solely for the purpose of evaluating a -possible business transaction. - - 3. Return of Materials. Immediately upon (i) the decision by either - ------------------- -party not to enter into a relationship as a result of the exchange of -information hereunder, or (ii) a request by the Disclosing Party at any time, -the Receiving Party will turn over to the Disclosing Party all Proprietary -Information of the Disclosing Party and all documents or media containing any -such Proprietary Information and any and all copies or extracts or derivatives -thereof to the extent it is requested by either party in writing, except that a -single copy may be retained for legal archival purposes, subject to protection -and non-disclosure in accordance with the term of this agreement. The Receiving -Party understands that nothing herein (i) requires the disclosure of any -Proprietary Information of the Disclosing Party, which shall be disclosed if at -all solely at the option of the Disclosing Party, or (ii) requires the -Disclosing Party to proceed with any proposed transaction or relationship in -connection with which Proprietary Information may be disclosed. - - 4. No Publicity. Except to the extent required by law, neither - ------------ -party shall disclose the existence or subject matter of the negotiations or -business relationship contemplated by this Agreement. - - 5. Securities Law Considerations. Each party is aware, and will - ----------------------------- -advise its employees, consultants and agents who are informed of the matters -that are the subject of this agreement, of the restrictions imposed by the -United States securities laws on the purchase and sale of securities by any -person who has received material, non-public information from the issuer of such -securities and on the communication of such information to any other person when -it is reasonably foreseeable that such other person is likely to purchase or -sell such securities in reliance upon such information. - - 2 - - - 6. Miscellaneous. The Receiving Party acknowledges and agrees that - ------------- -due to the unique nature of the Disclosing Party's Proprietary Information, -there can be no adequate remedy at law for any breach of its obligations -hereunder, that any such breach may allow the Receiving Party or third parties -to unfairly compete with the Disclosing Party resulting in irreparable harm to -the Disclosing Party, and therefore, that upon any such breach or any threat -thereof, the Disclosing Party may seek appropriate equitable relief (without the -need to post bond or other security) in addition to whatever remedies it might -have at law. The Receiving Party will notify the Disclosing Party in writing -immediately upon the occurrence of any such unauthorized release or other breach -of which it is aware. In the event that any of the provisions of this Agreement -shall be held by a court or other tribunal of competent jurisdiction to be to -any extent illegal, invalid or unenforceable, such provisions shall be limited -or eliminated to the minimum extent necessary so that this Agreement shall -otherwise remain in full force and effect. This Agreement shall be governed by -and construed in accordance with the laws of the State of California, without -regard to principles of conflicts of law. The parties agree that any dispute -regarding the interpretation or validity of this Agreement shall be subject to -the exclusive jurisdiction of the state and federal courts in and for the County -of San Diego, California, and each party hereby agrees to submit to the personal -and exclusive jurisdiction and venue of such courts. This Agreement supersedes -all prior discussions and writings and constitutes the entire agreement between -the parties with respect to the subject matter hereof. This Agreement may not -be amended except in an express writing signed by officers of both parties. No -waiver or modification of this Agreement will be binding upon either party -unless made in writing and signed by a duly authorized representative of such -party and no failure or delay in enforcing any right will be deemed a waiver. - - Each party warrants to the other that it is duly authorized to enter -into this Agreement and that the terms of this Agreement are not inconsistent -with any of its respective outstanding contractual obligations. The execution -and performance of this Agreement does not obligate the parties to enter into -any other agreement or to perform any obligations other than as specified -herein. - - IN WITNESS WHEREOF, the parties have executed this Agreement as of the -day and year set forth below. - -Date: 3-10-99 - ------------- - -COMBICHEM, INC., DUPONT PHARMACEUTICALS COMPANY, -a Delaware corporation a Delaware general partnership - - - -By: /s/ Vicente Anido, Jr. By: /s/ David S. Block - ------------------------- ----------------------- - Vicente Anido, Jr., Ph.D. David S. Block, M.D. - - -Its: President and Its: Vice President, Product Planning - Chief Executive Officer and Acquisition - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1006459_0000912057-97-027623_document_19.txt b/contract-nli/raw/1006459_0000912057-97-027623_document_19.txt deleted file mode 100644 index 757a0acac4fac7a92d5662bed1eb9288e5a50e27..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1006459_0000912057-97-027623_document_19.txt +++ /dev/null @@ -1,1632 +0,0 @@ - - Exhibit 10.14 - - Agreement No.________ - - Non-Disclosure Agreement - -This Agreement is made between CELERITY SYSTEMS, INC., ("CELERITY") and UNISYS -Corporation - Federal Systems Division. ("UNISYS") and concerns the handling, -safeguarding and exchange of sensitive, proprietary or confidential information -(collectively "Proprietary Information"). It is agreed and understood that any -exchange of such Proprietary Information is expressly for the sole purpose of -CELERITY and UNISYS evaluating a possible business arrangement involving an -existing UNISYS contract with a federal government agency. - -1. For the purposes hereof, Proprietary Information shall be any documents, - materials or information that (i) is in tangible form and clearly marked as - being proprietary, confidential or sensitive and (ii) is received by one - party to this Agreement ("Recipient") from the other party to this - Agreement ("Transmitter"). - -2. The Recipient agrees to safeguard, protect and handle all Proprietary - Information made available under this Agreement with the same degree of - care and procedures as Recipient applies to its own confidential or - proprietary information. Without the written consent of the Transmitter, - the Recipient of Proprietary Information agrees (i) not to disclose, - disseminate, reproduce or otherwise distribute such information and - materials to any third party, except a governmental judicial authority's - issued order and (ii) not to use such information for any other purposes - beyond that expressly set forth in this Agreement. - -3. All Proprietary Information disclosed under this Agreement shall remain the - property of the Transmitter. It is agreed that the Recipient does not - obtain any title or license rights to the Proprietary Information furnished - under this Agreement. - -4. All Proprietary Information exchanged under this Agreement shall be - returned or destroyed in accordance with written instructions upon the - earlier of a written request from the Transmitter or termination of this - Agreement. Either party may terminate this Agreement, at any time, by - providing written notice to the receiving party. Termination of this - Agreement shall not be construed as relieving the Recipient of its - obligations to safeguard, protect and dispose of the Proprietary - Information as set forth in this Agreement. - -5. The Recipient's obligations to protect, safeguard and handle Proprietary - Information received hereunder shall not be binding if such Proprietary - Information (i) is in the public domain through no fault of the Recipient, - (ii) is known to the Recipient prior to disclosure hereunder, (iii) is - lawfully disclosed to Recipient by a third party. The Recipient's - obligations shall survive until the Proprietary Information has been - returned, destroyed in accordance with written instructions or covered by a - subsequent agreement between CELERITY and UNISYS for the contemplated - services. - -This represents the entire agreement of the parties relative to the subject -matter and shall be governed and construed under the laws of the Commonwealth of -Virginia. - -Accepted by: - -UNISYS Corporation CELERITY SYSTEMS, INC. - - -By: /s/ Dennis A. Chaloux By: /s/ William R. Chambers - ---------------------------------- ---------------------------- -Name: Dennis A. Chaloux Name: William R. Chambers - -------------------------- -Title: Sr. Subcontract Administrator Title: Vice President - ------------------------- -Date: 6/30/97 Date: 6/26/97 - - - SUBCONTRACT BETWEEN - - UNISYS CORPORATION - 8008 Westpark Drive - McLean, Virginia 22102 - AND - CELERITY SYSTEMS, INC. - 9051 Executive Park Drive, Suite 400 - Knoxville, Tennessee 37923 - -SUBCONTRACT NUMBER: 97-IW0324-CELERITY - -PRIME CONTRACT NUMBER: 263-96-D-0324 - -PERIOD OF PERFORMANCE: (Reference Section 2.0) - -SUBCONTRACT TYPE: Firm-Fixed-Price (FFP) - Time & Material (T&M) - Purchase Orders - -SUBCONTRACT AMOUNT: (Reference Section 1.0) - -PAYMENT TERMS: Payment shall be made - - upon receipt of proper - - invoice, Net (30) days - (Reference Section 13.) - -PRIORITY RATING: N/A - -SECURITY CLASSIFICATION: None - -UNISYS SUBCONTRACT ADMINISTRATOR: Dennis A. Chaloux - - - TABLE OF CONTENTS - -ARTICLE PAGE - -1.0 Supplies/Services and Prices..........................................3 -2.0 Period of Performance.................................................5 -3.0 Packaging Labeling and Shipping.......................................5 - - 4.0 Inspection and Acceptance - 5.0 Assignment - 6.0 Changes - 7.0 Disputes Involving the Government - -8.0 Binding Arbitration...................................................6 - - 9.0 Delays - 10. Default - 11. Notices - 12. Invoices/Payments - -13. Patent Indemnity......................................................7 - - 14. Risk of Loss - 15. Termination - -16. Title.................................................................8 - - 17. Warranty - 18. Limitation of Liability - 19. Compliance With Laws - -20. Relationship of the Parties..........................................12 - - 21. Indemnification - 22. Limitation of Obligation - 23. Release of News Information - 24. Non-Waiver Rights - -25. Representations and Certifications...................................13 - - 26. Ethical Conduct - 27. Severability - 28. Applicable State Law - 29. Attachments/Exhibits - 30. Statement of Work - -31. Complete Agreement...................................................14 - - - 2 - - - RECITALS - - This Agreement is entered into by and between Unisys Corporation, -Federal Systems Division, a Delaware corporation, with its principal offices -located at 8008 Westpark Drive, McLean, Virginia 22102 (hereinafter referred to -as the "BUYER"), and Celerity Systems, Inc. (hereinafter referred to as the -"SELLER") with offices located at 9051 Executive Park Drive, Suite 400, -Knoxville, Tennessee 37923. - - WlTNESSETH THAT - - In consideration of mutual promises, covenants, and agreements herein -set forth, the Parties agree that the SELLER shall furnish and deliver to the -BUYER all of the supplies, and perform all of the services set forth herein, for -the consideration stated therein. The rights and obligations of the Parties to -this Agreement shall be subject to and governed by the terms of this Agreement -and other documents or specifications attached hereto or Referenced herein. - - This Agreement shall not be varied in its terms or conditions by any -oral Agreement or representation, or otherwise than by an instrument in writing, -unless executed by both SELLER and BUYER. - - The section titles used herein are for convenience only and shall in no -way be construed as part of this Subcontract or as an indication of the meaning -of the particular section. - -1.0 SUPPLIES/SERVICES AND PRICES - - SELLER shall provide the necessary personnel and facilities to furnish -the supplies/services as determined by or specified in individual Purchase -Orders issued to the SELLER by the BUYER. All purchase orders shall be issued -pursuant to and in accordance with this Agreement. Prices set forth in this -Agreement include taxes, duties, similar charges and include shipping charges. -All charges for deliveries to the Washington, D.C. Metropolitan Area are -included in the item prices. Transportation charges for deliveries outside the -Washington, D.C., Metropolitan Area will be negotiated on an individual Purchase -Order basis. - -Unless otherwise provided in writing by the Subcontract Administrator, the costs -of the following items or activities shall be unallowable as a direct cost: - - 1. Special rearrangement or alteration of facilities - - 2. Purchase or lease of any item of general purpose office furniture, - office equipment or FIP equipment regardless of dollar value. (General - purpose equipment is defined as any items of personal property which - are usable for purposes other than research, such as office equipment - and furnishings, pocket calculators, etc.); - - 3. Travel to attend meetings unless specified in the purchase order - issued by the Unisys Subcontract Administrator - - 4. Capitalized nonexpendable equipment (defined as having an - acquisition cost of $1,000 or more and a life expectancy of more than - two years). - - - 3 - - - 5. Travel Costs unless specified in the specific Purchase Order. When -authorized, expenditures for domestic travel (transportation, lodging, -subsistence, and incidental expenses) incurred in direct performance of the -resultant subcontract shall be subject to the provisions of Section 24 of Public -Law 99-234 which amends the Office of Federal Procurement Policy Act to provide -that Subcontractor costs for travel, including lodging, other subsistence, and -incidental expenses, shall be allowable only to the extent that they do not -exceed the amount allowed for federal employees. The Subcontractor, therefore, -shall invoice and be reimbursed for all Travel costs in accordance with -guidelines published in the Federal Register, Vol. 58, No. 42, Friday March 5, -1993. - - 6. Postage shall be unallowable unless specifically stated in the -Purchase Order. - - 7. If appropriate, any and all Other Direct Costs (ODC's) shall be -specified in the individual Purchase Orders. - - TRAVEL AND PER DIEM - - (a) Outside the Washington, D.C. Metropolitan Area: - - Travel by air will be reimbursed at actual not to exceed coach fare. - Travel subsistence reimbursement will be authorized under the rates and - conditions of the Federal Travel Regulations and if applicable, an - Agency's Department Travel Manual. Per Diem will be reimbursed at - actual, not to exceed the Per Diem rates set forth in Federal Property - Management Regulations (FPMR) 41 CFR Chapter 101, Chapter 7, GSA - Bulletin FPMR A-40 Supplement (in effect at time of travel). Travel of - more than 10 hours, but less than 24 hours, when no lodging is - required, Per Diem shall be one-half of the Meals and Incidental - Expenses (M&IE) rate prescribed for the location where the majority of - the time is spent performing official business. The Per Diem allowance - shall not be allowed when the period of official travel is 10 hours or - less during the same calendar day. Travel by privately owned vehicle - will be reimbursed at the current GSA approved mileage rate. If the - Subcontractor incurs travel costs in excess of the amount show in each - Purchase Order, it is at its own expense. - - (b) Inside the Washington, D.C. Metropolitan Area: - - (1) Travel will be reimbursed based on the policies stated in - paragraph (a) above. - - (2) Normal commuting expenses are not allowed. - - (c) Travel will be reimbursed on a cost basis only. Any burden added - to the travel costs will be allowed only as defined in the - Subcontractor's standard accounting practice or disclosure statement. - -The prices for the supplies/services to be provided by the SELLER are as -follows: - -CLIN SUPPLIES/SERVICES QTY. UNIT PRICE NET PRICE ----- ----------------- ---- ---------- --------- - -**To be determined on an individual Purchase Order Proposal Basis.** - - - 4 - - -2.0 PERIOD OF PERFORMANCE - - The term of this Agreement shall be from the date of execution through -14 August 1997. The Agreement term may be extended four (4) additional -twelve-month periods upon the BUYER's prior written notice of each such -twelve-month extension period; provided, however, that this Agreement is not -otherwise terminated pursuant to the Termination clause herein. - -3.0 PACKAGING LABELING AND SHIPPING - - BUYER shall provide SELLER with packaging, labeling and shipping -instructions with each purchase order issued pursuant to this Agreement. SELLER -agrees to ship products ordered by BUYER in accordance with such instructions. - -4.0 INSPECTION AND ACCEPTANCE - - SELLER shall only tender for acceptance those items that conform to the -requirements of this Agreement. Unisys reserves the right to inspect or test any -supplies or services that have been tendered for acceptance. Unisys may require -repair or replacement of nonconforming supplies or reperformance of -nonperforming services at no additional cost. Unisys agrees to exercise its post -acceptance rights (1) within a reasonable time after the defect was discovered -or should have been discovered; and (2) before any substantial change occurs in -the condition of the item, unless the change is due to the defect in the item. - -The Unisys approving and accepting authority for inspection and acceptance of -CLIN's will be the Program Manager or his designated representative. The Program -Manager's designated representative will be identified on each individual P.O. -issued pursuant to any resulting subcontract agreement. - -Unless advised otherwise in individual Purchase Orders, inspection and -acceptance of all CLIN's hereunder shall take place at the Government -installation site. The installation site location shall be set forth in -individual Purchase Orders. - -5.0 ASSIGNMENT - - SELLER may assign it's rights to be paid amounts due as a result of -performance under this contract, to a bank, trust company or other financing -institution, including any Federal lending agency in accordance with the -Assignment of Claims Act (31 U.S.C. 3727) - -6.0 CHANGES - - Changes in the terms and condition of this Agreement may be made only -by written agreement of the parties hereto. - -7.0 DISPUTES INVOLVING THE GOVERNMENT - - This Agreement is subject to the Contract Disputes Act of 1978, as -amended (41 U.S.C. 601-613). Failure of the parties to reach agreement on any -request for equitable adjustment, claim, appeal or action arising under or -relating to this Agreement shall be a dispute to be resolved in accordance with -the clause at FAR 52.233-1 Disputes, which is incorporated herein by reference. -SELLER shall proceed diligently with performance of this Agreement, pending -final resolution of any dispute arising under this Agreement. - - - 5 - - -Any decision on appeal, or any other decision of the Government under the Prime -Contract which cannot be appealed under the "Disputes" clause of the Prime -Contract, if binding on the BUYER shall also bind the SELLER to the extent that -it relates to this Agreement, provided the BUYER shall have promptly notified -the SELLER of such decision and, if requested by SELLER, shall have brought suit -or filed claim, as appropriate against the Government. A final judgment in any -such suit or final disposition of such claim shall be conclusive upon the BUYER -and the SELLER. - -For any action brought by the BUYER on behalf of the SELLER pursuant to this -clause, the SELLER agrees to indemnify and hold the BUYER harmless from all -costs and expenses incurred by the BUYER in prosecuting any such appeal -initiated by the BUYER at the Seller's request. All costs and expenses incurred -by the BUYER shall be paid by the SELLER and shall not be reimbursed or -compensable as a cost under the Agreement, unless recovered by the BUYER under -the Prime Contract or as part of an award of damages to the BUYER based on such -a claim. - -8.0 BINDING ARBITRATION - - Any dispute or controversy between the BUYER and SELLER which concerns -only the BUYER and the SELLER or which does not involve a final decision of the -Government Contracting Officer, and which cannot be resolved by mutual agreement -of the parties hereto, shall be settled by arbitration in accordance with the -commercial rules then in effect of the American Arbitration Association. The -place of such arbitration shall be Washington, D.C. Each party shall select one -arbitrator and the two arbitrators so selected shall select the third -arbitrator. The arbitrators shall be knowledgeable in Government procurement -matters related to the types of supplies and services provided pursuant to this -Agreement. The arbitration decision and award shall be binding on the parties, -and judgment thereon may be entered in any court of competent jurisdiction. - -9.0 DELAYS - - SELLER shall be liable for default unless nonperformance is caused by -an occurrence beyond the reasonable control of the SELLER and without its fault -or negligence. SELLER shall notify the BUYER in writing as soon as it is -reasonably possible after the commencement of any excusable delay, setting forth -the full particulars in connection therewith, shall remedy such occurrence with -all reasonable dispatch, and shall promptly give written notice to the BUYER of -the cessation of such occurrence. - -10. DEFAULT - - If either party hereto fails to perform an obligation under this -Agreement, the other party, may issue a default termination letter to the party -in default of an obligation under this Agreement to cure the default condition. -If the default condition is not remedied within ten (10) calendar days from the -day of receipt of such letter, the issuer of the default termination letter may -the without the necessity of any further notice, discontinue performance and -terminate this Agreement for default and pursue any other remedies available at -law or in equity. Any failure to exercise rights under this Article shall not -constitute a waiver of any past, present or future right or remedy. - -11. NOTICES - - All correspondence or notifications required under this Agreement shall -be addressed as follows: - -UNISYS Corporation Celerity Systems, Inc. - - - 6 - - -Attention: Dennis A. Chaloux -8008 Westpark Drive, Mail Stop W5A12 -McLean, Virginia 22102 -Phone: (703) 556-5578 Fax: (703) 556-5283 - -Attention: Bill Chambers -9051 Executive Park Drive, Suite 400 -Knoxville, Tennessee 37923 -Phone: (423) 539-5300 Fax: (423) 539-5390 - -12. INVOICES/PAYMENTS - - SELLER shall submit an original invoice and two (2) copies to: - - UNISYS Corporation - Attention: Frederick W. Garner III - 8008 Westpark Drive, Mail Stop W5F39 - McLean, Virginia 22102 - -SELLER's invoice must include: - - (l) Name and address of the SELLER, - - (2) Invoice Date - - (3) Prime Contract Number, contract line item number and purchase - order number - - (4) Description, quantity, unit of measure, unit price and extended - price of the items delivered. - - (5) Shipping number and date of shipment including the bill of lading - number and weight of shipment. Shipping charges shall be itemized - separately. - - (6) Terms of any prompt payment discount if offered. - - (7) Name and address of official to whom payment is to be sent; and - - (8) Name, title and phone number of person to be notified in event of - defective invoice. - - SELLER shall submit invoices for payment for the Products and Services -accepted under this Agreement. Invoices for Products and Services may be -submitted after the date of delivery of such Products and/or Services to the -F.O.B. destination site. Upon receipt of a proper invoice, BUYER agrees to pay -SELLER for accepted Products and Services net forty-five (45) days. - -13. PATENT INDEMNITY - - SELLER agrees to indemnify BUYER, the United States Government and -their respective officers, employees and agents against liability, including -costs, for actual or alleged direct or contributory infringement of, or -inducement to infringe, any United States or foreign patent, trademark or -copyright, arising out of performance under this Agreement. - -14. RISK OF LOSS - - Unless the Agreement specifically provides otherwise, risk of loss of -damage to the supplies - - - 7 - - -provided hereunder shall remain with the SELLER until, and shall pass to the -BUYER upon; (1) delivery of the supplies to a carrier, if transportation is -f.o.b. origin; or (2) delivery of the supplies to the BUYER at the destination -specified in the Purchase Order, if transportation is f.o.b. destination. - -15. TERMINATION - -(a ) Insolvency Termination - Unless otherwise waived by BUYER in writing, this -Agreement shall automatically terminate if SELLER(i) becomes insolvent, (ii) -suffers the appointment of receiver or trustee to manage its business -operations, (iii) attempts an assignment or transfer of this Agreement or any -rights conferred under this Agreement without BUYER's consent, (iv) commences -any bankruptcy, reorganization or liquidation action or (v) admits in writing -that it is unable to perform its obligations under this Agreement. - -(b ) Government Contract Termination - In the event the Government Agency (i) -terminates the Government Contract, (ii) fails to renew or continue the -Government Contract, (iii) directs or requests that UNISYS remove or cease use -of Government Contract line items that are associated with the products and -services covered by this Agreement or (iv) restructures or changes the -requirements and/or substance of the Government Contract in a manner that serves -to either generally or specifically eliminate the requirement for the products -and services set forth in this Agreement, UNISYS may terminate this Agreement, -in whole or in part with written notice to SELLER. In the event of any such -termination, UNISYS shall not be liable to SELLER beyond payment for products -and services ordered and received by UNISYS or the Government Agency, as -applicable, prior to the effective termination date. - -(c.) Ethics Non-Compliance Termination - This Agreement may be terminated by -UNISYS with written notice if SELLER or an affiliated company is determined to -be in violation of federal law, executive order, judicial order or the ethical -provisions of Article 27 (Ethical Conduct) of this Agreement. - -(d.) Termination Affects - Termination of this Agreement applies to business -arrangement between SELLER and BUYER whereby covered products and services may -be ordered by BUYER from SELLER. Any termination of this Agreement does not -affect any granted software license rights which shall survive any such -termination. - -16. TITLE - - Unless specified elsewhere in this Agreement or individual Purchase -Orders issued hereunder, title to items furnished under this Agreement shall -pass to the BUYER upon acceptance, regardless of when or where BUYER takes -physical possession. - -17. WARRANTY - - SELLER warrants and implies that the items delivered hereunder are -merchantable and fit for use for the particular purpose described in this -Agreement. - -18. LIMITATION OF LIABILITY - - Except as otherwise provided by an express or implied warranty, SELLER -will not be liable to BUYER for consequential, incidental, special, punitive, -exemplary or similar damages resulting from any defect or deficiencies in -accepted items. In no event shall BUYER be liable to SELLER, or any third party -to this Agreement, for any consequential, incidental, special, punitive, loss of -profit or revenue, exemplary - - - 8 - - -or similar damages incurred or suffered, regardless of any notification of the -possibility of such damages. - -19. COMPLIANCE WITH LAWS - - SELLER agrees to comply with all applicable Federal, State and local -laws, executive orders, rules and regulations applicable to its performance -under this Agreement. SELLER agrees to comply with the following Federal -Acquisition Regulation clauses, which shall be deemed incorporated by reference: - -The following clauses, as amended and modified below, are applicable to this -order/subcontract. Without limiting any other provisions of the -order/subcontract, the clauses are incorporated by reference into this -order/subcontract with the same force and effect as though set forth in full -text. The dates of the clauses incorporated by reference are the same as the -corresponding clause in the prime contract or higher tier subcontract. The -following definitions shall apply to this order/subcontract except as otherwise -specifically provided. - - "BUYER" - Means legal entity issuing this Order/Subcontract. - - "CONTRACTING OFFICER" - Means Buyer's authorized representative who - signed this Order/Subcontract or is identified elsewhere in this - Order/Subcontract and will mean Contracting Officer, whenever - appropriate, where indicated elsewhere in these terms and conditions. - - "CONTRACTOR" - Means Seller. - - "SELLER" - Means legal entity which contracts with the Buyer. - - "CONTRACT" or "SCHEDULE" - Means this Order Subcontract. - - "SUBCONTRACTOR" - Means Seller's subcontractors. - - "GOVERNMENT" - Means Buyer and will mean Government, whenever - appropriate, where indicated elsewhere in these terms and conditions. - - CLAUSE TITLE - ------ ----- - - 52.202-1 DEFINITIONS (OCT 1995) - 52.203-3 GRATUITIES (APR 1995) - 52.203-5 COVENANT AGAINST CONTINGENT FEE (APR 1984) - 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE - GOVERNMENT (JUL 1995) - 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995) - 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER - ACTIVITY (SEP 1990) - 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL - TRANSACTIONS - (JAN 1990) - 52.203-13 PROCUREMENT INTEGRITY -- SERVICE CONTRACTING - (APR 1984) - 52.204-2 SECURITY REQUIREMENTS (APR 1984) - 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN - - - 9 - - - SUBCONTRACTING WITH CONTRACTORS DEBARRED, - SUSPENDED, OR PROPOSED FOR DEBARMENT - (JUL 1995) - 52.210-5 NEW MATERIAL (APR 1984) - 52.210-7 USED OR RECONDITIONED MATERIAL, RESIDUAL INVENTORY, AND - FORMER GOVERNMENT SURPLUS PROPERTY (APR 1984) - 52.212-13 STOP-WORK ORDER (AUG 1989) - 52.212-15 GOVERNMENT DELAY (AUG 1984) - 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (FEB 1993) - 52.215-2 AUDIT AND RECORDS - NEGOTIATION (OCT 1995) - 52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT - 1995) - 52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - - MODIFICATIONS (DEC 1994) - 52.215-24 SUBCONTRACTOR COST OR PRICING DATA (OCT 1995) - 52.215-26 INTEGRITY OF UNIT PRICES (OCT 1995) - 52.215-27 TERMINATION OF DEFINED BENEFIT PENSION PLANS (MAR 1996) - 52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY (SEP 1987) - 52.215-33 ORDER OF PRECEDENCE (JAN 1986) - 52.215-39 REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT - BENEFITS OTHER THAN PENSIONS (MAR 1996) - 52.215-40 NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995) - 52.215-42 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION - OTHER THAN COST OR PRICING DATA MODIFICATIONS (OCT 1995) - 52.216-22 INDEFINITE QUANTITY (APR 1984) - 52.219-8 UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED - SMALL BUSINESS CONCERNS (OCT 1995) - 52.219-9 SMALL, SMALL DISADVANTAGED, AND WOMEN-OWNED SMALL - BUSINESS SUBCONTRACTING PLAN (OCT 1995) - 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984) - 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (APR 1984) - 52.222-3 CONVICT LABOR (APR 1984) - 52.222-20 WALSH-HEALY PUBLIC CONTRACTS ACT (APR 1984) - 52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE REVIEW (APR - 1984) CLAUSE TITLE - - CLAUSE TITLE - ------ ----- - - 52.222-26 EQUAL OPPORTUNITY (APR 1984) - 52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS - (OVER $ 1,000,000) (APR 1984) - 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA - VETERANS (APR 1984) - 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) - - - 10 - - - 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND - VETERANS OF THE VIETNAM ERA (JAN 1988) - 52.223-2 CLEAN AIR AND WATER (OVER $ 100,000) (APR 1984) - 52.223-6 DRUG FREE WORKPLACE (JUL 1990) - 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (OCT 1995) - 52.225-3 BUY-AMERICAN ACT - SUPPLIES (JAN 1994) - 52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992) - 52.227-1 AUTHORIZATION AND CONSENT (OVER $50,000) (JUL 1995) - 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT - INFRINGEMENT (OVER $100,000) (APR 1984) - 52.227-3 PATENT INDEMNITY (APR 1984) - 52.229-3 FEDERAL, STATE, AND LOCAL TAXES (OVER $ 100,000) - (JAN 1991) - 52.229-5 TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO - RICO (APR 1984) - 52.232-1 PAYMENTS (APR 1984) - 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR - CONTRACTS (APR 1984) - 52.232-8 DISCOUNTS FOR PROMPT PAYMENT (APR 1989) - 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984) - 52.232-11 EXTRAS (APR 1984) - 52.232-17 INTEREST (OVER $100,000) (JAN 1991) - 52.232-25 PROMPT PAYMENT (MAR 1994) - 52.232-28 ELECTRONIC FUNDS TRANSFER PAYMENT METHODS (APR 1989) - 52.233-1 DISPUTES (OCT 1995) - 52.233-3 PROTEST AFTER AWARD (OCT 1995) - 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND - VEGETATION (APR 1984) - 52.242-13 BANKRUPTCY (OVER $100,000) (JUL 1995) - 52.243-1 CHANGES - FIXED PRICE (AUG 1987) - 52.243-3 CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS (AUG 1987) - 52.244-1 SUBCONTRACTS (FIXED PRICE CONTRACTS) (FEB 1995) - 52.244-3 SUBCONTRACTS (TIME-AND-MATERIALS AND LABOR-HOUR - CONTRACTS) (APR 1985) - 52.245-2 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEC 1989) - 52.246-2 INSPECTION OF SUPPLIES -- FIXED PRICE (JUL 1985) - 52.246-4 INSPECTION OF SERVICES --FIXED PRICE (FEB 1992) - 52.246-16 RESPONSIBILITY FOR SUPPLIES (APR 1984) - 52.246-25 LIMITATION OF LIABILITY - SERVICES (APR 1984) - S2.247-3S FOB DESTINATION WITHIN CONSIGNEE'S PREMISES (APR 1984) - 52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT - (FIXED-PRICE) (APR 1984) - 52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) - (FIXED-PRICE) (APR 1984) - 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (OVER $100,000) - (APR 1984) - 52.253-1 COMPUTER GENERATED FORMS (JAN 1991) - - - 11 - - -1-2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION (HSAR) (48 CFR CHAPTER -3) CLAUSES. - -CLAUSE TITLE ------- ----- -352.202-1 DEFINITIONS (APR 1984) -352.232-9 WITHHOLDING OF CONTRACT PAYMENTS (APR 1984) -352.270-4 PRICING OF ADJUSTMENTS (APR 1984) -352.270-6 PUBLICATION AND PUBLICITY (JUL 1991) -352.270-7 PAPERWORK REDUCTION ACT (APR 1984) - -20. RELATIONSHIP OF THE PARTIES - - The relationship of the parties to this Agreement is that of a prime -contractor and a subcontractor, and nothing herein shall be deemed or construed -to create a joint venture, partnership or agency relationship between the -parties for any purpose. It is further understood that each party is an -independent contractor and as such shall have no authority to bind or commit the -other. - - SELLER is expressly prohibited from communicating with Government -personnel with respect to any aspect of the Project under this Agreement without -the prior consent of the BUYER, or as otherwise agreed by the parties. Any -authorized communications between SELLER's personnel and Government personnel -shall be conducted in the presence of the BUYER's Project Manager or other -authorized representative unless otherwise agreed by the parties. - -21. INDEMNIFICATION - - The employees of SELLER and the BUYER engaged in performance under this -Agreement shall at all times be deemed to be performing as independent -contractors and not as agents or employees of the other and the acts and -omission of such employees shall be deemed to be those of their respective -employers. SELLER shall indemnify and hold harmless the BUYER and its employees -from and against any and all losses, claims, demands, judgments, costs, and -expenses, of every nature and kind, arising out of or incidental to, or in any -way resulting from the acts or omission of SELLER or SELLER's employees while -acting within the scope of their employment. - -22. LIMITATION OF OBLIGATION - - Nothing contained herein shall be deemed as obligating the BUYER to -order any of the services described herein; however, when and if services are -ordered by BUYER hereunder, such orders shall be subject to the terms and -conditions of this Agreement. - -23. RELEASE OF NEWS INFORMATION - - In the event the SELLER desires to issue a news release, public -announcement, advertisement, or other form of publicity concerning their efforts -in connection with this Agreement, then the SELLER, shall obtain the written -approval of the BUYER prior to the release of said information and shall give -full consideration to the role and contribution of the BUYER. Written approval -shall not be unreasonably withheld by BUYER and shall be in accordance with the -requirements of the Prime Contract. - -24. NON-WAIVER OF RIGHTS - - - 12 - - - The failure of BUYER to insist upon strict performance of the terms and -conditions of this Agreement or to exercise any rights or remedies, shall not be -construed as a waiver of its rights to assert any of same rights or to rely on -any such terms or conditions at any time thereafter. - -25. REPRESENTATIONS AND CERTIFICATIONS - - All representations and certifications which have been submitted to the -BUYER in connection with the award of this Agreement are incorporated herein and -made a part hereof and such have been relied upon by the BUYER in issuing this -Agreement. SELLER agrees to promptly advise the BUYER should there be any change -in status with respect to the matters covered by such representations and -certifications. - -26. ETHICAL CONDUCT - - SELLER agrees not to engage in any association, activity, work or -undertaking which constitutes an unethical action, business operation or conduct -in the furtherance of SELLER's production, distribution, marketing and sale of -the products and services covered by this Agreement. SELLER shall promptly -notify BUYER in writing, in the event (i) SELLER, SELLER's parent company or any -company affiliated with SELLER or its parent company is debarred, suspended, -proposed for debarment or suspension, or otherwise excluded from federal -procurement and nonprocurement programs (ii) operation of segregated facilities, -(iii) use of gratuities, kickback arrangements or bribes with federal agencies -or officials or (iv) noncompliance with federal laws, executive orders, judicial -orders or federal regulations concerning affirmative action or equal employment -opportunity. - -27. SEVERABILITY - - If any term or provision of this Agreement shall be found by a court of -competent jurisdiction to be illegal or otherwise unenforceable, the same shall -not invalidate the whole of this Agreement, but such term or provision shall be -deemed modified to the extent necessary in the court's opinion to render such -term or provision enforceable, and the rights and obligations of the parties -shall be construed and enforced accordingly, preserving to the fullest -permissible extent the intent and agreements of the parties herein set forth. - -28. APPLICABLE STATE LAW - - This Agreement shall be deemed to have been entered into in the -Commonwealth of Virginia, United States of America, and shall for all purposes, -be governed by and construed under the laws thereof regardless of where any -court action or legal proceeding is brought in connection with this Agreement. - -29. ATTACHMENTS/EXHIBITS - - The exhibits and attachments referred to in this Agreement are -incorporated by reference and made a part of this Agreement. This Agreement and -the exhibits and attachments hereto set forth the entire agreement between the -parties. - -Attachment A- Special Subcontract Flow-Down Provisions -Attachment B - Representations and Certifications - - - 13 - - -30. STATEMENT OF WORK - - SELLER shall provide the necessary personnel, material and facilities -to deliver to the BUYER the supplies and services set forth in each Purchase -Order. The individual Purchase Order(s) shall have a Statement of Work -(Attachment C) which will give the SELLER guidance to the scope of work where -support is being requested. SELLER services shall be ordered pursuant to -Purchase Order(s) issued by the BUYER, and all such services shall be performed -in accordance with the specific terms and conditions of each Purchase Order. - - A. Work will be performed under this Subcontract only in - pursuance of written Purchase Orders approved by the BUYER's - Subcontract Administrator. - - B. SELLER's proposed pricing shall be in accordance with - Sections B, D, and G of this subcontract. The agreement of - the parties as to the labor mix to be used and other - allowable direct costs shall also be incorporated into the - Purchase Order. - - C. If the SELLER disputes the Purchase Order as issued, it - shall notify the BUYER's Subcontract Administrator in - writing within five (5) working days. Notwithstanding this - notification, me SELLER shall commence work, without delay, - to provide the services and deliverables as ordered. - -31. COMPLETE AGREEMENT - - This Agreement contains the entire agreement between the parties hereto -with respect to the matters covered herein. No other agreements, -representations, warranties or other matters, oral or written, shall be deemed -to bind the parties hereto with respect to the subject matter hereof. Any -changes or amendments to this Agreement may be made only in writing and signed -by the parties to be bound thereby. - -IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their -officers "hereunto duly authorized as of the date first written above. - -UNISYS CORPORATION CELERITY SYSTEMS, INC. - - -BY: BY: - --------------------------------- ----------------------------- - -TYPED NAME: Dennis A. Chaloux TYPED NAME: William Chambers - -TITLE: Sr. Subcontract Administrator TITLE: Vice President - Business Development - -DATE: DATE: - ------------------------------- --------------------------- - - - 14 - - - ATTACHMENT A - -H.1 ORDERING PROVISION - -The following ordering procedures shall apply to all Purchase Orders issued -under any resultant Subcontract. Any supplies and/or services to be furnished -under any resulting Subcontract will be ordered by issuance of a written -Purchase Order. Purchase Orders shall be issued in accordance with the terms and -conditions of the Subcontract Agreement. - -H.2 PROCUREMENT INTEGRITY - SPECIAL PROVISIONS ON EACH PURCHASE ORDER - -All Subcontractor personnel who will be personally and substantially involved in -the performance of any Purchase Order issued under this contract which requires -the Subcontractor to act on behalf of, or provide advice with respect to any -phase of an agency procurement, as defined in FAR 3.104-4, shall execute and -submit a "Employee/Contractor Non-Disclosure Agreement" Form (See Attachment in -Section J). This is required prior to the commencement of any work on such -Purchase Order and whenever replacement personnel are proposed under an ongoing -Purchase Order. - -H.3 OBSERVANCE OF LEGAL HOLIDAYS AND EXCUSED ABSENCE - -The Government observes the following listed days as holidays: - -New Years Day -Martin Luther King's Birthday -President's Day -Memorial Day -Independence Day -Labor Day -Columbus Day -Veteran's Day -Thanksgiving Day -Christmas - -In addition to the days designated as holidays, the Government observes the -following days: - -Any other day designated by Federal Statute -Any other day designated by Executive Order -Any other day designated by the President's Proclamation - -It is understood and agreed between the parties that the observance of such days -by Government personnel shall not be a reason for an additional period of -performance, or entitlement of compensation except as set forth within the -Subcontract Agreement. No form of holiday or other premium compensation will be -reimbursed either as a direct or indirect cost, other than normal compensation -for time worked. - -H.4 INSURANCE - -The Subcontractor shall secure, pay the premiums for and keep in force until the -expiration of the - - - 15 - - -resulting Subcontract, and any renewal thereof, adequate insurance as provided -below, such insurance to specifically include liability assumed by the -Subcontractor under this contract. - - a. Workman's Compensation insurance as required by law of the - State. - - b. Comprehensive bodily injury liability insurance with limits of - not less than $500,000 for each accident - - c. Property damage liability with a limit of not less than - $100,000 for each accident. - - d. Automotive bodily injury liability insurance with limits of - not less than $200,000 for each person and $500,000 for each - accident, and property damage liability insurance, with a limit - of not less than $40,000 for each accident. - -Each policy of insurance shall contain an endorsement that any cancellation or -material change in the coverage adversely affecting the Government's interest -shall not be effective unless the insurer or the Subcontractor gives written -notice of cancellation or change, as required by the Subcontract Administrator. -When the coverage is provided by self-insurance, the Subcontractor shall not -change or decrease the coverage without the Subcontract Administrator's prior -approval. - -A certificate of each policy of insurance shall be furnished to the Subcontract -Administrator within ten (10) days after notice of award certifying, among other -things, that the policy contains the aforementioned endorsement. The insurance -company providing the above insurance shall be satisfactory to the Government. -Notice of policy changes shall be furnished to the Subcontract Administrator. -The substance of this clause shall be made to flow down to any lower tier -subcontractors. - -H.5 IDENTIFICATION OF CONTRACTOR EMPLOYEES - - During the period of any resulting subcontract, the rights of ingress -and egress to and from any office for subcontractor representatives shall be -made available as required. All Subcontractor employees whose duties under the -resulting subcontract requires their presence at any Government facility shall -be clearly identifiable by a distinctive badge furnished by the Government. In -addition, corporate identification badges will be worn on the outer garment at -all times. The obtaining of the corporate identification badge is the sole -responsibility of the subcontractor. All prescribed information shall -immediately be delivered to the Government Security Office for cancellation or -disposition upon the termination of the employment of any subcontractor -personnel. All on-site subcontractor personnel shall abide by security -regulations, applicable to that site. - -H.6 GOVERNMENT FURNISHED ITEMS - - All Government furnished items will be identified in the appropriate -Purchase Order. If any given Purchase Order issued under this contract requires -work to be performed on the Government's site, the Government will provide -office work space, office automation equipment and furniture for Subcontractor -personnel. - -H.7 NON-PERSONAL SERVICES - - - 16 - - - (a) As stated in the Federal Register, Volume 57, No. 190, page 45096, -dated September 30, 1992, Policy Letter on Inherently Governmental Functions, no -personal services shall be performed under this contract. No Subcontractor -employee will be directly supervised by the Government. All individual employee -assignments, and daily work direction, shall be given by the applicable employee -supervisor. If the Subcontractor believes any Government action or communication -has been given that would create a personal services relationship between the -Government and any Subcontractor employee, the Subcontractor shall promptly -notify the Subcontract Administrator of this communication or action. - - (b) The Subcontractor shall not perform any inherently Governmental -actions under this subcontract. No Subcontractor employee shall hold him or -herself out to be a Government employee, agent, or representative. No -Subcontractor employee shall state orally or in writing at any time that he or -she is acting on behalf of the Government. In all communications with third -parties in connection with this subcontract, Subcontractor employees shall -identify themselves as Subcontractor employees and specify the name of the -company for which they work. - - (c) The Subcontractor shall insure that all of its employees working on -this subcontract are informed of the substance of this clause. Nothing in this -clause shall limit Unisys' rights in any way under any other provision of the -Subcontract, including those related to Unisys' right to inspect and accept the -services to be performed under this subcontract. The substance of this clause -shall be included in all subcontracts at any tier. - -H.8 ORGANIZATIONAL CONFLICTS OF INTEREST - - (a) The Subcontractor warrants that, to the best of the Subcontractor's -knowledge and belief, there are no relevant facts or circumstances which could -give rise to an organizational conflict of interest (OCI), as defined in FAR -9.5, Organizational and Consultants Conflicts of Interest, or that the -Subcontractor has disclosed all such relevant information. - - (b) The Subcontractor agrees that if an actual or potential OCI is -discovered after award, the Subcontractor shall make a full disclosure in -writing to the Subcontract Administrator. This disclosure shall include a -description of actions which the Subcontractor has taken or proposes to take, -after consultation with the Subcontract Administrator, to avoid, mitigate, or -neutralize the actual or potential conflict. - - (c) The Subcontract Administrator may terminate this contract for -convenience, in whole or in part, if it deems such termination necessary to -avoid OCI. If the Subcontractor was aware of a potential OCI prior to award or -discovered an actual or potential conflict after award and did not disclose or -misrepresented relevant information to the Subcontract Administrator, Unisys may -terminate the contract for default, advise the Government Contract Office, or -pursue other remedies as may be permitted by law or this contract. - - (d) The Subcontractor shall include this clause in all subcontracts - and in lower tier subcontracts unless a waiver is requested from, and - granted by, the Subcontract Administrator. - - (e) In the event that a Purchase Order is issued to the Subcontractor - that would require activity that would create a potential conflict of - interest, the Subcontractor shall: - - (1) Notify the Subcontract Administrator of a potential conflict, - and; - - - 17 - - - (2) Recommend to the Subcontract Administrator an alternate - tasking approach which would avoid the potential conflict, or - - (3) Present for approval a conflict of interest mitigation plan - that will: - - - 18 - - - (a) Describe in detail the Purchase Order requirement that - creates the potential conflict of interest; and - - (b) Outline in detail the actions to be taken by the - Subcontractor or Unisys in the performance of the task to - mitigate the conflict, division of subcontractor effort, and - limited access to information, or other acceptable means. - - (4) The Subcontractor shall not commence work on a Purchase Order - related to a potential conflict of interest until specifically - notified by the Subcontract Administrator to proceed. - - (5) If the Subcontract Administrator determines that it is in the - best interest of the Government to issue a Purchase Order, - notwithstanding a conflict of interest, a request for waiver - shall be submitted in accordance with FAR 9.503. - - - 19 - - - ATTACHMENT B - REPRESENTATIONS AND CERTIFICATIONS - -TAXPAYER IDENTIFICATION -(FAR 52.204-3) (MAR 1994) - - (a) Definitions. - - "Common parent" as used in this solicitation provision, means that -corporate entity that owns or controls an affiliated group of corporations that -files its Federal income tax returns on a consolidated basis, and of which the -offeror is a member. - - "Corporate status" as used in this solicitation provision, means a -designation as to whether the offeror is a corporate entity, an unincorporated -entity (e.g., sole proprietorship or partnership), or a corporation providing -medical and health care services. - - "Taxpayer Identification Number (TIN)" as used in this solicitation -provision, means the number required by the IRS to be used by the offeror in -reporting income tax and other returns. - - (b) All offerors are required to submit the information required in -paragraphs (c) through (e) of this solicitation provision in order to comply -with reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M and implementing -regulations issued by the Internal Revenue Service (IRS). If the resulting -contract is subject to reporting requirements described in 4.903, the failure or -refusal by the offeror to furnish the information may result in a 31 percent -reduction of payments otherwise due under the contract. - - (c) Taxpayer Identification Number (TIN). - - (/) [TIN: 101556194 - ( ) TIN has been applied for. - ( ) TIN is not required because: - ( ) Offeror is a nonresident alien, foreign corporation, or - foreign partnership that does not have income - effectively connected with the conduct of a trade or - business in the U.S. and does not have an office or - place of business or a fiscal paying agent in the U.S.; - ( ) Offeror is an agency or instrumentality of a foreign - government; - ( ) Offeror is an agency or instrumentality of a Federal, - state, or local government; - ( ) Other. State basis. ______________________________. - - (d) Corporate Status. - - ( ) Corporation providing medical and health care services, - or engaged in the billing and collecting of payments - for such services; - (?) Other corporate entity; - ( ) Not a corporate entity; - ( ) Sole proprietorship - - - 20 - - - ( ) Partnership - ( ) Hospital or extended care facility described in 26 CFR - 501(c)(3) that is exempt from taxation under 26 CFR 501 - (a). - - (e) Common Parent. - - (/) Offeror is not owned or controlled by a common parent - as defined in paragraph (a) of this clause. - ( ) Name and TIN of common parent: - - Name - TIN_________________________________ - -Offerors must complete the following representations when the resulting contract -is to be performed inside the United States its territories or possessions -Puerto Rico, the Trust Territory of the Pacific Islands or the District of -Columbia. - -SMALL BUSINESS CONCERN REPRESENTATION -(FAR 52.219-1 ) (FEB 1990) - - (a) Representation. The offeror represents and certifies as part of its -offer that it (/) is, ( ) is not a small business concern and that (/) all, ( ) -not all end items to be furnished will be manufactured or produced by a small -business concern in the United States, its territories or possessions, Puerto -Rico, or the Trust Territory of the Pacific Islands. - - (b) Definition. - - Small business concern, as used in this provision, means a concern, -including its affiliates, that is independently owned and operated, not dominant -in the field of operation in which it is bidding on Government contracts, and -qualified as a small business under the criteria and size standards in this -solicitation. - - (c) Notice. Under 15 U.S.C. 645(d), any person who misrepresents a -firm's status as a small business concern in paragraph (a) of this clause in -order to obtain a contract to be awarded under the preference programs -established pursuant to sections 8(a), 8(d), 9, or 15 of the Small Business Act -or any other provision of Federal law that specifically references section 8(d) -for a definition of program eligibility, shall (1) be punished by imposition of -a fine, imprisonment, or both (2) be subject to administrative remedies; and (3) -be ineligible for participation in programs conducted under the authority of the -Act. - -SMALL DISADVANTAGED BUSINESS CONCERN -REPRESENTATION (FAR 52.219-2) (FEB 1990) - - (a) Representation. The offeror represents that it ( ) is, (/) is not a -small disadvantaged business concern. - - (b) Definitions. - - Asian Pacific Americans, as used in this provision, means United States -citizens whose origins are in Japan, China, the Philippines, Vietnam, Korea, -Samoa, Guam, the U.S. Trust Territory of the - - - 21 - - -Pacific Islands (Republic of Palau), the Northern Mariana Islands, Laos, -Kampuchea (Cambodia), Taiwan, Burma, Thailand, Malaysia, Indonesia, Singapore, -Brunei, Republic of the Marshal Islands, or the Federated States of Micronesia. - - Indian tribe, as used in this provision, means any Indian tribe, band, -nation, or other organized group or community of Indians, including any Alaska -Native Corporation as defined in 13 CFR 124.1000 which is recognized as such by -the State in which such tribe, band, nation, group or community resides. - - Native Americans, as used in this provision, means American Indians, -Eskimos, Aleuts, and native Hawaiians. - - Native Hawaiian Organization, as used in this provision, means any -community service organization serving Native Hawaiians in, and chartered as a -not-for-profit organization by, the State of Hawaii, which is controlled by -Native Hawaiians, and whose business activities will principally benefit such -Native Hawaiians. - - Small business concern, as used in this provision, means a concern, -including its affiliates, that is independently owned and operated, not dominant -in the field of operation in which it is bidding on Government contracts, and -qualified as a small business under the criteria and size standards in 13 CFR -part 121. - - Small disadvantaged business concern, as used in this provision, means -a small business concern that (a) is at least 51 percent owned by one or more -individuals who are both socially and economically disadvantaged, or a publicly -owned business having at least 51 percent of its stock unconditionally owned by -one or more socially and economically disadvantaged individuals and (b) has its -management and daily business controlled by one or more such individuals. This -term also means a small business concern that is at least 51 percent -unconditionally owned by an economically disadvantaged Indian tribe or Native -Hawaiian Organization, or a publicly owned business having at least 51 percent -of its stock unconditionally owned by one of these entities which has its -management and daily business controlled by members of an economically -disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the -requirements of 13 CFR part 124. - - Subcontinent Asian Americans, as used in this provision, means United -States citizens whose origins are in India, Pakistan, Bangladesh, Sri Lanka, -Bhutan, or Nepal. - - (c) Qualified groups. The offeror shall presume that socially and -economically disadvantaged individuals include Black Americans, Hispanic -Americans, Native Americans, Asian-Pacific Americans, Subcontinent Asian -Americans, and other individuals found to be qualified by SBA under 13 CFR 124. -The offeror shall presume that socially and economically disadvantaged entities -also include Indian tribes and Native Hawaiian Organizations. - -WOMEN-OWNED SMALL BUSINESS REPRESENTATION -(FAR 52.219-3) (APR 1984) - - (a) Representation. The offeror represents that it ( ) is, (/) is not a -women-owned small business concern. - - (b) Definitions. - - - 22 - - - "Small business concern", as used in this provision, means a concern, -including its affiliates, that is independently owned and operated, not dominate -in the field of operation in which it is bidding on Government contracts, and -qualified as a small business under the criteria and size standards in 13 CFR -121. - - "Women-owned", as used in this provision, means a small business that -is at least 51 percent owned by a woman or women who are U.S. citizens and who -also control and operate the business. - -WOMEN-OWNED BUSINESS -(FAR 52.204-5) (OCT 1995) -(SOLICITATIONS ANTICIPATED TO EXCEED $100,000) - - As prescribed in FAR 4.603(b): / - - (a) Representation. The offeror represents that it ( ) is, (/); not a -women-owned business concern. - - (b) Definition. Women-owned business concern, as used in this provision -means a concern which is at least 51 percent owned by one or more women; or in -the case of any publicly owned business at least 51 percent of the stock of -which is owned by one or more women; whose management and daily business -operations are controlled by one or more women. - -The following certifications and representations are required to implement -provisions of Executive Order 11246 and must be completed by all Offerors. - -CERTIFICATION OF NONSEGREGATED FACILITIES -(FAR 52.222-21) (APR 1984) - - (a) Segregated facilities, as used in this provision, means any waiting -rooms, work areas, rest rooms and wash rooms, restaurants and other eating -areas, time clocks, locker rooms and other storage or dressing areas, parking -lots, drinking fountains, recreation or entertainment areas, transportation, and -housing facilities provided for employees, that are segregated by explicit -directive or are in fact segregated on the basis of race, color, religion, or -national origin because of habit, local custom, or otherwise. - - (b) By the submission of this offer, the offeror certifies that it does -not and will not maintain or provide for its employees any segregated facilities -at any of its establishments, and that it does not and will not permit its -employees to perform their services at any location under its control where -segregated facilities are maintained. The offeror agrees that a breach of this -certification is a violation of the Equal Opportunity clause in the contract. - - (c) The offeror further agrees that (except where it has obtained -identical certifications from proposed subcontractors for specific time periods) -it will-- - - (1 ) Obtain identical certifications from proposed subcontractors -before the award of subcontracts under which the subcontractor will be subject -to the Equal Opportunity clause: - - (2) Retain the certifications in the files; and - - (3) Forward the following notice to the proposed subcontractors -(except if the - - - 23 - - -proposed subcontractors have submitted identical certifications for specific -time periods): - -NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR -CERTIFICATIONS OF NONSEGREGATED FACILITIES - - A Certification of Nonsegregated Facilities must be submitted before -the award of a subcontract under which the subcontractor will be subject to the -Equal Opportunity clause. The certification may be submitted either for each -subcontract or for all subcontracts during a period (i.e., quarterly, -semiannually, or annually). NOTE: The penalty for making false statements in -offers is prescribed in 18 U.S.C. 1001. - -PREVIOUS CONTRACTS AND COMPLIANCE REPORTS -(FAR 52.222-22) (APR 1984) - - The offeror represents that-- - - (a) It ( ) has, (/) has not participated in a previous contract or -subcontract subject either to the Equal Opportunity clause of this solicitation, -the clause originally contained in Section 310 of Executive Order No. 10925, or -the clause contained in Section 201 of Executive Order No. 11114; - - (b) It ( ) has, (/) has not filed all required compliance reports; and - - (c) Representations indicating submission of required compliance -reports, signed by proposed subcontractors, will be obtained before subcontract -awards. - -AFFIRMATIVE ACTION COMPLIANCE -(FAR 52.222-25) (APR 1984) - -The offeror represents that-- - - (a) It ( ) has developed and has on file, (/) has not developed and -does not have on file, at each establishment, affirmative action programs -required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and -60-2), or - - (b) It (/) has not previously had contracts subject to the written -affirmative action programs requirement of the rules and regulations of the -Secretary of Labor. - -CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL -TRANSACTIONS (FAR 52.203.11 )(JAN 1990) (SOLICITATIONS EXPECTED TO EXCEED -$100,000) - - (a) The definitions and prohibitions contained in the clause, at FAR -52.203-12, Limitation on Payments to Influence Certain Federal Transactions, -included in this solicitation, are hereby incorporated by reference in paragraph -(b) of this certification. - - (b) The offeror, by signing its offer, hereby certifies to the best of -his or her knowledge and belief as of December 12, 1989, that-- - - - 24 - - - (1) No Federal appropriated funds have been paid or will be paid -to any person for influencing or attempting to influence an officer or employee -of any agency, a Member of Congress, an officer or employee of Congress, or an -employee of a Member of Congress on his or her behalf in connection with the -awarding of any Federal contract, the making of any Federal grant, the making of -any Federal loan, the entering into of any cooperative agreement, and the -extension, continuation, renewal, amendment or modification of any Federal -contract, grant, loan, or cooperative agreement; - - (2) If any funds other than Federal appropriated funds (including -profit or fee received under a covered Federal transaction) have been paid, or -will be paid, to any person for influencing or attempting to influence an -officer or employee of any agency, a Member of Congress, an officer or employee -of Congress, or an employee of a Member of Congress on his or her behalf in -connection with this solicitation, the offeror shall complete and submit, with -its offer, OMB standard form LLL, Disclosure of Lobbying Activities. to the -Contracting Officer; and - - (3) He or she will include the language of this certification in -all subcontract awards at any tier and require that all recipients of -subcontract awards in excess of $100,000 shall certify and disclose accordingly. - - (c) Submission of this certification and disclosure is a prerequisite -for making or entering into this contract imposed by section 1352, title 31, -United States Code. Any person who makes an expenditure prohibited under this -provision or who fails to file or amend the disclosure form to be filed or -amended by this provision, shall be subject to a civil penalty of not less than -$10,000, and not more than $100,000, for each such failure. - -BUY AMERICAN ACT-TRADE AGREEMENTS-BALANCE OF PAYMENTS PROGRAM CERTIFICATE -(52.225-8) (JAN 1994) - -As prescribed in FAR 25.408(a)(1) - - (a) The offeror hereby certifies that each end product, except those -listed in paragraph (b) of this provision, is a domestic end product (as defined -in the clause entitled "Buy American Act" - Trade Agreements Balance of Payments -Program) and that components of unknown origin have been mined, produced, or -manufactured outside the United States, a designated country, a North American -Free Trade Agreement (NAFTA) Country, or a Caribbean Basin country, as defined -in section 25.401 of the Federal Acquisition Regulation. - - (b) Excluded End Products: - -Line Item Number Country of Origin - -___________________________________________________ -___________________________________________________ -___________________________________________________ - (List as necessary) - - (c) Offers will be evaluated by giving certain preferences to domestic -end products, designated country end products, NAFTA country end products, and -Caribbean Basin country end products over other end products. In order to obtain -these preferences in the evaluation of each excluded end product - - - 25 - - -listed in paragraph (b) of this provision, offerors must identify and certify -below those excluded end products that are designated or NAFTA country end -products, or Caribbean Basin country end products. Products that are not -identified and certified below will not be deemed designated country end -products, NAFTA country end products, or Caribbean Basin country end products. -Offerors must certify by inserting the applicable line item numbers in the -following: - - (1) The offeror certifies that the following supplies qualify as -"designated or NAFTA country end products" as those terms are defined in the -clause entitled "Buy American Act - Trade Agreements Act - Balance of Payments -Program": - - _______________________________________________ - (Insert Line item numbers) - - (2) The offeror certifies that the following supplies qualify as -"Caribbean Basin country end products" as that term is defined in the clause -entitled "Buy American Act -Trade Agreements - Balance of Payments Program": - - _______________________________________________ - (Insert Line item numbers) - - (d) Offers will be evaluated in accordance with Part 25 of the Federal -Acquisition Regulation. - -BUY AMERICAN ACT-NORTH-AMERICAN FREE TRADE AGREEMENT IMPLEMENTATION ACT-BALANCE -OF PAYMENTS PROGRAM CERTIFICATE -(52.225-20) (JAN 1997) - -(a) The offeror certifies that each end product, except those listed in -paragraph (g)(2) of this provision, is a domestic end product (as defined in the -clause entitled "Buy American Act-North American Free Trade Agreement -Implementation Act-Balance of Payments Program") and that components of unknown -origin have been considered to have been mined, produced, or manufactured -outside the United States. - -(b) Excluded End Products: - -_______________________________________________ -Line Item No. Country of Origin - -_______________________________________________ - (List as necessary) - -_______________________________________________ - -(c) Offers will be evaluated by giving certain preferences to domestic end -products or NAFTA country end products over other end products. In order to -obtain these preferences in the evaluation of each excluded end product listed -in paragraph (b) of this provision, offerors must identify and certify below -those excluded end products that are NAFTA country end products. Products that -are not - - - 26 - - -identified and certified below will not be deemed NAFTA country end products. - -The offeror certifies that the following supplies qualify as "NAFTA country end -products" as that term is defined in the clause entitled "Buy American Act-North -American Free Trade Agreement Implementation Act-Balance of Payments Program." - -_______________________________________________ -Line Item No.-- Country of Origin - -_______________________________________________ - (List as necessary) - -(d) Offers will be evaluated in accordance with Part 25 of the Federal - Acquisition Regulations. - - (End of provision) - -The following certification and representations is required to implement -provisions of Executive Order 12549 and must be completed by all Offerors. - -CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT, AND OTHER - -RESPONSIBILITY MATTERS (FAR 52.209-5) (MAY 1989) - - (a) (1) The Offeror certifies, to the best of its knowledge and - belief, that- - - (i) The offeror and/or any of its Principals -- - - (A) Are ( ) are not (/) presently debarred, -suspended, proposed for debarment, or declared ineligible for the award of -contracts by any Federal agency; - - (B) Have ( ) have not (/) within a 3-year period -preceding this offer, been convicted of or had a civil judgment rendered against -them for: commission of fraud or a criminal offense in connection with -obtaining, attempting to obtain, or performing a public (Federal, state, or -local) contract or subcontract; violation of Federal or state antitrust statutes -relating to the submission of offers; or commission of embezzlement, theft, -forgery, bribery, falsification or destruction of records, making false -statements, or receiving stolen property; and - - (C) Are ( ) are not (/) presently indicted for, or -otherwise criminally or civilly charged by a governmental entity with, -commission of any of the offenses enumerated in subdivision (A)(1)(i)(B) of this -provision. - (ii) The Offeror has ( ) has not (/) within a 3-year period -preceding this offer, had one or more contracts terminated for default by any -Federal agency. - - (2) "Principals", for the purposes of this certification, means -officers; directors; owners, partners; and, persons having primary management or -supervisory responsibilities within a business entity (e.g., general manager; -plant manager; head of a subsidiary, division or business segment, and similar -positions). - - - 27 - - - THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN -AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT -CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, -TITLE 18, UNITED STATES CODE. - - (b) The Offeror shall provide immediate written notice to the -Contracting Officer if, at any time prior to contract award, the Offeror learns -that its certification was erroneous when submitted or has become erroneous by -reasons of changed circumstances. - - (c) A certification that any of the items in paragraph (a) of this -provision exists will not necessarily result in withholding of an award under -this solicitation. However, the certification will be considered in connection -with a determination of the Offeror's responsibility. Failure of the Offeror to -furnish a certification or provide such additional information as requested by -the Contracting Officer may render the Offeror nonresponsible. - - (d) Nothing contained in the foregoing shall be construed to require -establishment of a system of records in order to render, in good faith, the -certification required by paragraph (a) of this provision. The knowledge and -information of an Offeror is not required to exceed that which is normally -possessed by a prudent person in the ordinary course of business dealings. - - (e) The certification in paragraph (a) of this provision is a material -representation of fact upon which reliance was placed when making award. If it -is later determined that the Offeror knowingly rendered an erroneous -certification, in addition to other remedies available to the Government, the -Contracting Officer may terminate the contract resulting from this solicitation -for default. - -CERTIFICATION: - -The undersigned certifies under penalty of law that the information provided -above to the best of his/her knowledge is true and correct. I have executed this -certification as of the day and year stated below. - - ---------------------------------------- -Signature of authorized representative - -William Chambers ---------------------------------------- -Typed name of authorized representative - -Vice President Business Development ---------------------------------------- -Title of authorized representative - - 6/26/97 ----------------------------------------- - Date - - - 28 \ No newline at end of file diff --git a/contract-nli/raw/1010471_0000950134-97-006281_document_5.txt b/contract-nli/raw/1010471_0000950134-97-006281_document_5.txt deleted file mode 100644 index fdba0ff81db61ae2f2cc2d6afa7101bbda8ac8f2..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1010471_0000950134-97-006281_document_5.txt +++ /dev/null @@ -1,448 +0,0 @@ - 1 - EXHIBIT 2.4 - - NON-COMPETITION AND NON-DISCLOSURE AGREEMENT - - - THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this "Agreement") -is made and entered into as of the 31st day of July, 1997, by and between Roland -W. Samples ("Samples"), Wyndham Hotel Corporation, a Delaware corporation (the -"Acquiror"), and ClubHouse Hotels, Inc., a Kansas corporation (the "Target -Company"). - - RECITALS - - A. Pursuant to the Agreement and Plan of Merger dated as of July, -21 1997 among the Target Company, the Acquiror, WHC Acquisition Corporation, a -Delaware corporation ("MergerSub"), Samples and David H. Aull (the "Merger -Agreement"), the parties have agreed to the merger of MergerSub with and into -the Target Company (the "Merger") and certain related transactions (the Merger -and such related transactions are collectively referred to herein as the -"Merger Transactions"), all on the terms and subject to the conditions set -forth in the Merger Agreement and such other ancillary agreements as are -referenced therein. - - B. Samples is a principal stockholder of the Target Company and, -as such, will derive substantial benefit from the Merger Transactions. - - C. Each of the Acquiror and the Target Company has been and -presently is engaged (itself and through its subsidiaries and the Related -Entities) in the business of owning, franchising, licensing and operating -hotels (the "Business"). Samples is a director and the President and Chief -Financial Officer of the Target Company (and is also an officer and/or director -of certain of the Target Company's subsidiaries and affiliates and the Related -Entities). - - D. The Merger Agreement provides, as a condition to the Closing -thereunder, that Samples shall execute and deliver this Agreement. - - E. The agreements of Samples hereunder are an important aspect of -the Merger Transactions, and the Acquiror and MergerSub would not consummate -the Merger Transactions absent the execution and delivery by Samples of this -Agreement. - - NOW, THEREFORE, in consideration of the premises and of the mutual -promises contained herein, and of other good and valuable consideration, the -receipt and sufficiency of which are hereby acknowledged, the parties do hereby -agree as follows: - - 1. Certain Definitions. Terms with initial capital letters used -herein that are not defined herein shall have the meanings provided for such -terms in the Merger Agreement. As used herein, the term "Target Company" shall -mean ClubHouse Hotels, Inc. prior to the consummation of the Merger and as the -surviving corporation in the Merger. - 2 - 2. Restrictive Covenants. - - (a) Samples hereby acknowledges and agrees that (i) the -know-how, trade secrets, intellectual property rights, marketing and operating -techniques, contacts, customers, suppliers, technology and other aspects of the -business of the Target Company and the Related Entities have been, and -hereafter will be, of value to the Acquiror, the Target Company and the Related -Entities and have provided, and hereafter will provide, the Acquiror, the -Target Company and the Related Entities with substantial competitive advantage -in the operation of their businesses; (ii) by virtue of his previous -relationship with the Target Company and the Related Entities as an officer, -director, shareholder and employee, he has detailed and substantial knowledge -and possesses confidential information concerning the business, operations, -pricing structure, customers, suppliers, personnel and competitive methods of -the Target Company and the Related Entities; and (iii) he has substantial -financial resources and experience in the business of owning, franchising, -licensing and operating hotels and the ability to operate a business or -businesses that could compete with the Acquiror, the Target Company, their -respective subsidiaries and affiliates and the other Related Entities. - - (b) Samples agrees that, except for such disclosure as -may be required by applicable law, he shall not, directly or indirectly, for -himself or through or on behalf of any other person or entity, at any time -after the date hereof, without the prior written consent of the Acquiror, -reveal, divulge, disclose or communicate to any person, firm, association, -corporation or other entity, or use, in any manner whatsoever any know-how, -trade secrets, intellectual property rights, marketing and operating -techniques, business contacts, client or customer lists, suppliers, technology, -contracts or other confidential or proprietary information of the Target -Company, any Related Entity or any of their respective affiliates (except Innco -Hospitality, Inc. and any entity controlled by Innco Hospitality, Inc. and -Transamerican Properties, Inc. and T.I.P. Realty Partners, and any entity -controlled by either of them and the Broadway Plaza Suites in Kansas City, -Missouri); provided, however, that for purposes hereof, information shall not -be considered to be confidential or proprietary if (i) it is a matter of common -knowledge or public record or (ii) the Undersigned can demonstrate that such -information was already known to the recipient thereof other than by reason of -any breach of any obligation under this Agreement or any other confidentiality -or non-disclosure agreement. - - (c) Samples agrees that, for a period of five (5) years -(or such lesser period hereinafter provided for) following the date hereof (the -"Restricted Period"), he shall not, without the prior express written consent -of the Acquiror: - - (i) except with respect to the Permitted Hotels - (as defined below), call upon, solicit, divert, take away or attempt - to call upon, solicit, divert or take away any existing or potential - customers, suppliers or accounts of the Acquiror Companies, the - - - - - - -2- - 3 - Target Company or the Related Entities or their respective businesses - in connection with any business substantially similar to the Business; - - (ii) hire or attempt to hire, for himself or on - behalf of any other person, any present or future employee of the - Acquiror Companies, the Target Company or any Related Entity; or - - (iii) own, lease, maintain, operate, franchise, - license, manage, invest in or provide financing for, or give any - advice to any person, firm, partnership, association, venture, - corporation or other entity owning an interest in or engaging, - directly or indirectly, in the management or operation of, (A) any - Hilton Garden, Courtyard by Marriott or Doubletree Club hotel wherever - located or (B) any other Upscale Hotel (as defined below) or Extended - Stay Hotel (as defined below) located in the United States, Canada, - Mexico or the Caribbean within a ten (10)-mile radius of any hotel now - or hereafter operated under the "Wyndham," "ClubHouse," or "Homegate" - brand, except for any such activity conducted for or on behalf of, or - in conjunction with, any of the Acquiror Companies or, in the case of - clause (B), Permitted Hotels (as defined below); provided, that if a - hotel operated under the "Wyndham," "ClubHouse," or "Homegate" brand - is announced for a location that is within a ten (10)-mile radius of - any hotel that prior to the date of such announcement was in operation - and is owned, managed or operated by any such entity in which Samples - has also prior to such date commenced involvement of a type that would - otherwise be restricted by clause (B), then this clause (iii) shall - not require Samples to cease such involvement; or - - (iv) enter into any contract or make any - commitment to take any action that is restricted by clauses (i), (ii) - or (iii) above. - - (d) As used in the foregoing provisions, (i) the term -"Upscale Hotel" shall mean any hotel or other lodging facility that is a full -service hotel or facility of a type that is treated or classified as an -"upscale hotel" or as part of the "upscale segment" of the lodging industry by -Smith Travel Research or, if such a classification is not available from Smith -Travel Research, by a similar reputable hotel industry service; (ii) the term -"Extended Stay Hotel" shall mean any hotel or other lodging facility that -derives the majority of its business from guests who stay three consecutive -nights or longer or that is of a type that is treated or classified as an -"extended stay hotel" or as part of the "extended stay segment" of the lodging -industry by Smith Travel Research or, if such a classification is not available -from Smith Travel Research, by a similar reputable hotel industry service and -(iii) "Permitted Hotels" shall mean, collectively, (A) the hotel in Wichita, -Kansas operated as of the date hereof as the Wichita Airport Hilton and (B) the -hotel in Peoria, Illinois operated as of the date hereof as the Pere Marquette, -(C) any upscale all-suites hotel located or to be located adjacent to the -Sprint campus in Overland Park, Kansas, (D) the Holiday Inn in Topeka, Kansas, -so long as managed under a management contract by - - - - - - -3- - 4 -Samples or any entity controlled by Samples; (E) if so provided by Section 2(e) -below, any three (3) other hotels that, at the time that Samples owns, leases, -operates, franchises, licenses, manages, invests in or gives advice in respect -of such hotels, have been open and in operation for at least one (1) years, -provided that this clause (E) and the similar provision of the Non-Competition -and Non-Disclosure Agreement of David H. Aull of even date herewith shall -collectively not authorize more than a total of three hotels; (F) the Broadway -Plaza Suites in Kansas City, Missouri and (G) any Extended Stay Hotel at a -specified site if (x) Samples has offered in writing to Acquiror or its -designee to develop for Acquiror or such designee an Extended Stay Hotel at -such site as a Homegate brand (or other extended stay brand maintained by -Acquiror, Target Company or their respective affiliates) Extended Stay Hotel in -accordance with the procedure set forth below and (y) Acquiror or its designee -has either advised Samples that it does not wish to have an Extended Stay Hotel -developed at such site as a Homegate (or other extended stay brand maintained -by Acquiror, Target Company or their respective affiliates) or failed to -respond within the time period set forth below. In the case of clause (G) -above, Samples' offer shall include a reasonably detailed proposal for the -development of the site as an Extended Stay Hotel. Acquiror or its designee -shall be given at least thirty (30) days to evaluate such offer and respond to -Samples. If Acquiror or its designee fails to respond within such thirty (30) -day period or advises Samples that it does not wish to have an Extended Stay -Hotel developed at such site as a Homegate (or other extended stay brand -maintained by Acquiror, Target Company or their respective affiliates), Samples -may develop an Extended Stay Hotel on such site with another party if -construction of such Extended Stay Hotel is commenced within 180 days -thereafter and is pursued with reasonable diligence thereafter. - - (e) If, by July 1, 1998, Samples has not entered into an -agreement with the Acquiror (or any successor to or affiliate of the Acquiror -or any such successor) concerning the development, franchise or operation of a -hotel, then upon such date the definition of Permitted Hotels in Section 2(d) -above shall include clause (E) thereof from and after such date. As used in -the preceding sentence and in Section 2(f) below, an "affiliate" of any person -means any other person controlling, controlled by, or under common control -with, such first person. - - (f) If, by July 1, 1998 (if the merger of Acquiror into -Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement -(as defined in the Merger Agreement) (the"Patriot-Acquiror Merger") has not -occurred by that date) or one (1) year after the closing of the -Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998), -Samples has not entered into an agreement with the Acquiror (or any successor -to or affiliate of the Acquiror or any such successor) concerning the -development, franchise or operation of a hotel, then upon such date the term of -the Restricted Period automatically shall be reduced from five (5) to three (3) -years. - - (g) Except as otherwise expressly permitted hereby, the -covenants in this Section 2 are intended to restrict Samples from competing in -any manner with the Acquiror - - - - - - -4- - 5 -Companies, the Target Company and the Related Entities or the Business in the -activities that have heretofore been carried on by the Acquiror Companies, the -Target Company and the Related Entities. The obligations set forth in this -Section above shall apply to actions by Samples, whether taken directly or -indirectly, through any form of ownership, and whether as principal, officer, -director, agent, employee, employer, consultant, stockholder or holder of any -equity security (beneficially or as trustee of any trust), lender, partner, -joint venturer or in any other individual or representative capacity -whatsoever. However, none of the foregoing shall prevent Samples from (i) -being the holder of up to 5% in the aggregate of any class of securities of any -corporation engaged in the activities described above, provided that such -securities are listed on a national securities exchange or reported on NASDAQ -or (ii) being the holder of non-convertible debt securities of any entity. - - 3. Enforcement of Covenants. Samples acknowledges that a -violation or attempted violation of any of the covenants and agreements in -Section 2 above will cause such damage to the Acquiror Companies, the Target -Company and the Related Entities as will be irreparable, the exact amount of -which would be difficult to ascertain and for which there will be no adequate -remedy at law, and accordingly, Samples agrees that each of the Acquiror -Companies and the Target Company and any Related Entity shall be entitled as a -matter of right to an injunction issued by any court of competent jurisdiction, -restraining such violation or attempted violation of such covenants and -agreements by Samples, or the employees, partners or agents of Samples, as well -as recover from Samples any and all costs and expenses sustained or incurred by -the Acquiror Companies and the Target Company and the Related Entities in -obtaining such an injunction, including, without limitation, reasonable -attorneys' fees. Samples agrees that no bond or other security shall be -required in connection with such injunction. Samples further agrees that the -Restricted Period shall be tolled during any period of violation thereof by -Samples. Any exercise by any one or more of the Acquiror Companies and the -Target Company and the Related Entities of their respective rights pursuant to -this Section 3 shall be cumulative and in addition to any other remedies to -each of them may be entitled. - - 4. Intellectual Property. Samples recognizes and agrees that, on -and after the date hereof, he will not have the right to use for his own -account any of the service marks, trademarks, trade names, licenses, labels, -trade secrets or customers' lists owned by or licensed to the Acquiror -Companies, the Target Company or any of the Related Entities. - - 5. Consideration. As consideration for Samples' agreements -provided herein, the Acquiror agrees to pay to Samples the total sum of -$500,000, which amount shall be payable by wire transfer of immediately -available funds on the date hereof. Samples also acknowledges and agrees that, -in addition thereto, he has received substantial consideration and benefit, -direct and indirect, pursuant to the Merger and the other transactions -contemplated by the Merger Agreement. - - - - - - -5- - 6 - 6. Validity. Samples acknowledges and agrees that each of the -covenants contained herein is a reasonable limitation as to time, geographical -area and scope of activity to be restrained and does not impose a greater -restraint than is necessary to protect the goodwill or other interests of the -Acquiror Companies and the Target Company and the Related Entities. To the -extent permitted by applicable law, if it should ever be held that any -provision contained herein does not contain reasonable limitations as to time, -geographical area or scope of activity to be restrained, then the court so -holding shall at the request of any of the Acquiror Companies or the Target -Company or any Related Entity reform such provisions to the extent necessary to -cause them to contain reasonable limitations as to time, geographical area and -scope of activity to be restrained and to give the maximum permissible effect -to the intentions of the parties as set forth herein; and the court shall -enforce such provisions as so reformed. If, notwithstanding the foregoing, any -provision hereof is held to be illegal, invalid or unenforceable under present -or future laws effective during the term hereof, such provision shall be fully -severable; this Agreement shall be construed and enforced as if such illegal, -invalid or unenforceable provision had never comprised a part hereof; and the -remaining provisions hereof shall remain in full force and effect and shall not -be affected by the illegal, invalid or enforceable provision or by its -severance here from. Furthermore, in lieu of such illegal, invalid or -unenforceable provision there shall be added automatically by the Acquiror and -the Target Company as a part hereof a provision as similar in terms to such -illegal, invalid or unenforceable provision as may be possible and be legal, -valid and enforceable, and the parties hereby agree to such provision. - - 7. Waiver of Breach. The waiver by any party to this Agreement -of a breach of any provision of this Agreement shall not operate or be -construed as a waiver of any subsequent breach by any party. - - 8. Tax Reporting. The parties hereby expressly agree that the -consideration given and received pursuant to this Agreement shall, for income -tax purposes, be reported as amounts paid for a covenant not to compete. The -parties acknowledge that Samples shall be solely responsible for the payment of -any federal, state or local taxes arising from his receipt of the consideration -under this Agreement. - - 9. Notice. Any notice, request, instruction, document or other -communication to be given hereunder by any party hereto to any other party -hereto shall be in writing and validly given if (i) delivered personally, (ii) -sent by telecopy, (iii) delivered by overnight express, or (iv) sent by -registered or certified mail, postage prepaid, as follows: - - - - - - -6- - 7 - If to Acquiror or the Target Company: - - Wyndham Hotel Corporation/ClubHouse Hotels, Inc. - 2001 Bryan Street - Suite 2300 - Dallas, TX 75201 - Attention: Legal Department - Facsimile No. (214) 863-1262 - - If to Samples: - - Mr. Roland W. Samples - 11230 College Boulevard, Suite 130 - Overland Park, Kansas 66210-2700 - Facsimile No. (913) 451-6072 - -or at such other address for a party as shall be specified by like notice. Any -notice which is delivered personally, or sent by telecopy or overnight express -in the manner provided herein shall be deemed to have been duly given to the -party to whom it is directed upon actual receipt by such party. Any notice -which is addressed and mailed in the manner herein provided shall be -conclusively presumed to have been given to the party to whom it is addressed -at the close of business, local time of the recipient, on the third day after -the day it is so placed in the mail. - - 10. Entire Agreement. This Agreement contains the entire -agreement of the parties hereto with respect to the matters covered hereby, and -supersedes all prior negotiations and written, oral or implied representations, -warranties, commitments, offers, contracts and understandings between the -parties with respect to such matters. No modification or amendment of any of -the terms, conditions or provisions in this Agreement may be made otherwise -than by written agreement signed by the parties hereto, except as provided in -Section 6 hereof. - - 11. Successors and Assigns. The terms and conditions of this -Agreement shall inure to the benefit of and be binding upon the parties hereto -and their respective successors and permitted assigns; provided, however, that -the obligations herein of Samples may not be delegated or assigned, and any -purported delegation or assignment by Samples in violation of this Section 11 -shall be null and void. Samples hereby acknowledges and agrees that the -Acquiror Companies and Related Entities, and any other entity now or hereafter -owning or operating any hotel operated under the "Wyndham," "ClubHouse" or -"Homegate" brand, are intended beneficiaries of the provisions hereof, -notwithstanding the fact that such entities may not be parties hereto, and -shall be entitled to enforce the provisions hereof as if they were parties -hereto. - - - - - - -7- - 8 - 12. Headings. The headings of the sections of this Agreement are -inserted for convenience only and shall not be deemed to constitute part of -this Agreement or to affect the construction hereof. - - 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED, -AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO -ITS CHOICE OF LAW PRINCIPLES). - - 14. Counterparts. This Agreement may be executed in any number of -counterparts, each of which shall be an original, and such counterparts -together shall constitute one and the same instrument. - - - - - - [THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.] - - - - - - -8- - 9 - IN WITNESS WHEREOF, the parties have executed this Agreement as of the -date first above written. - - - - /s/ ROLAND W. SAMPLES - -------------------------------- - Roland W. Samples - - - WYNDHAM HOTEL CORPORATION, - a Delaware corporation - - - - By: /s/ MICHAEL SILVERMAN - ---------------------------- - - Name: Michael Silverman - -------------------------- - - Title: Authorized Agent - ------------------------- - - - CLUBHOUSE HOTELS, INC. - a Kansas corporation - - - By: /s/ ROLAND W. SAMPLES - ---------------------------- - - Name: Roland W. Samples - -------------------------- - - Title: President - ------------------------- - - - - - -9- \ No newline at end of file diff --git a/contract-nli/raw/1010552_0000912057-01-520246_a2051644zex-99_20.htm b/contract-nli/raw/1010552_0000912057-01-520246_a2051644zex-99_20.htm deleted file mode 100644 index a713824766b59e7d95c418403fdf7cb8ec994077..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1010552_0000912057-01-520246_a2051644zex-99_20.htm +++ /dev/null @@ -1,381 +0,0 @@ - - - Prepared by MERRILL CORPORATION - - - -
-QuickLinks - -- Click here to rapidly navigate through this document - -

- -
Exhibit 99.20

- -

CONFIDENTIALITY AND STANDSTILL AGREEMENT

- -

    This Confidentiality and Standstill Agreement (the "Agreement") is entered into as of this 7th day of March, 2001, by and between Polycom, Inc. ("Polycom"), -and PictureTel Corporation ("PictureTel"), a Delaware corporation.

- -

WITNESSETH:

- -

    WHEREAS, Polycom and PictureTel may consider engaging in discussions with respect to a possible negotiated business combination involving PictureTel and -Polycom or their respective subsidiaries (the "Transaction") and, prior to or during the course of any such discussions, PictureTel and Polycom each may have disclosed or, in the future, may disclose -and make available to the other certain information concerning its business prospects, financial condition, operations, assets and liabilities;

- -

    WHEREAS, -all such information furnished to a party or its Representatives (as defined below) by or on behalf of the other party (irrespective of the form of communication and whether -such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by a party or its -Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the "Confidential Information;" and

- - -

    WHEREAS, -each of Polycom and PictureTel hereby agrees to receive such Confidential Information of the other and to disclose such Confidential Information to the other subject to the -following terms and conditions.

- -

    NOW, -THEREFORE, for and in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which -are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

- -

    1.  Non-Disclosure of Confidential Information.  (a) Each of PictureTel and Polycom shall -(i) use the Confidential Information obtained from the other solely for the purpose of evaluating a possible Transaction and for no competitive or other purpose; (ii) not disclose the -Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers, -consultants and attorneys) acting on its behalf (collectively, its "Representatives") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating -a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time; (iii) inform its Representatives of the confidential nature of the -Confidential Information and direct its Representatives to treat the Confidential Information confidentially and in accordance with the terms of this Agreement; (iv) take all additional -reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by -its Representatives.

- -

    (b) If -either party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any -Confidential Information, it is agreed that such party will provide the other party with prompt notice of such request so that such other party may seek an appropriate protective order and/or waive -the notifying party's compliance with the provisions of this Agreement. If, in the absence of a protective order, either party is nonetheless compelled to disclose Confidential Information, such party -may disclose, without liability hereunder, only that portion of the Confidential Information that such party is advised in writing by outside legal counsel is legally required to be disclosed; -provided that such party gives to the other party written notice of the portion of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon such -other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

- -
- - - -

-    2.  Non-Disclosure of Negotiations or Agreements.  Except as required by law, neither PictureTel, Polycom -nor their respective Representatives shall disclose to any person (including, without limitation, any director, officer or employee that is not set forth on Annex A) the existence, status or terms of -any discussions, negotiations or agreements between them concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any -similar terms, agreements or understandings between PictureTel and Polycom with respect thereto, or that such party has provided to or received from the other Confidential Information, without -obtaining the prior written consent of the other party. The term "person" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or -other entity or individual.

- -

    3.  Ownership of Confidential Information.  Each party shall keep a reasonable record of the Confidential -Information received by it and the location of such Confidential Information. All written Confidential Information delivered by one party hereto to the other party pursuant to the Agreement shall be -and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return such Confidential Information and shall not -retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents -derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) provide a certificate to the delivering party certifying that the -foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return. Notwithstanding the return or destruction of the Confidential -Information, each party and its Representatives will continue to be bound by the confidentiality and other obligations hereunder. Each party will keep a record of each person, other than its -Representatives, that is afforded access to the other party and/or the Confidential Information of the other party, and before such access is afforded, each party agrees to inform such person of the -requirements of this Agreement. Each party will furnish to the other party, upon request, a written copy of such record of such persons, other than its Representatives, that have been afforded access -to the other party and/or the Confidential Information.

- -

    4.  Information Not Deemed Confidential Information.  The term "Confidential Information" does not -include information that (i) is or becomes generally available to the public, other than, as a result of a disclosure by the receiving party or its Representatives in violation of this -Agreement; (ii) is or becomes available to the receiving party from a source other than the delivering party or its Representatives, provided that such source is not known by the receiving party to be -bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party -by or on behalf of the delivering party, provided that the person providing such information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise -prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation.

- -

    5.  No Warranty.  Neither PictureTel, Polycom nor any of their respective officers, directors, employees, -representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to -the delivering party from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, -when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.

- -

    6.  No Agreement.  Unless a definitive agreement regarding a Transaction between PictureTel and Polycom -has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by -virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party

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-further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a -Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time. Neither -this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such -other provision) and explicitly make such waiver or amendment.

- -

    7.  Non Solicitation.  Unless a Transaction is consummated, each party agrees that, for a period of -eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the (i) employees of the -other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party. It is expressly understood that this -Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial -Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes. Unless otherwise agreed by either party, all (i) communications regarding a possible -Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted -or directed only to the President or Chief Financial Officer of the other party. Without the prior written consent of the President of the other party, neither party nor its Representatives will -initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction.

- - -

    8.  Non-Public Information.  PictureTel has outstanding publicly-held securities and the Confidential -Information contains material non-public information. Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States -securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to -any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities and Exchange Act of 1934, -as amended, and the rules and regulations thereunder, and each party agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of -such Act or rules or regulations, including, without limitation, Rules 10b-5 and 14e-3.

- -

    9.  Standstill.  Each of the parties agrees that, until the expiration of eighteen months from the date -of this Agreement, without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) in any manner acquire, agree to acquire -or make any proposal or offer or otherwise seek to acquire, directly or indirectly any securities (or rights in respect thereof), assets or property of the other party or any of its subsidiaries, -whether such agreements or proposals or offers are made with or to the other party (or any controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer, -seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its -subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of -the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any -of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the -other -party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other -party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any -of such activities to

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-any other person; or (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance -(including debt or equity financial assistance) to or hold discussions with or invest in any other person in connection with any of the foregoing. Each party also agrees that, during such eighteen -month period, neither it nor any of its affiliates will: (i) request the other party or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph -(including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to -the other party or any of its subsidiaries that could reasonably be expected to require the other party to make a public announcement regarding (1) such initiative, (2) any of the activities -referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of such party or any other person acquiring control of the other -party, whether by means of a business combination or otherwise. Notwithstanding any other provision hereof, this Section 9 shall not apply to a party in the event of a bona fide publicly announced -proposal, offer or agreement by a third party not acting in concert with such party (i) to acquire more than 51% of any class of stock (or rights in respect thereof) of the other party or -(ii) to acquire the other party, or all or substantially all of its assets, by means of a merger, consolidation, asset purchase or other similar transaction. Additionally, the Principal or -President of a party may contact the Principal or President of the other party for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by -the President of the other party, no offer or proposal shall be made that would require public disclosure or formal consideration by such other party or its Board of Directors.

- - -

    10.  No Waiver.  No failure or delay by either party in exercising any right, power or privilege -hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege -hereunder. Any waiver of a breach hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

- -

    11.  Remedies.  Each party agrees to indemnify the other party from any damages, loss, cost or liability -(including, without limitation, legal fees and the cost of enforcing this Agreement) arising out of or resulting from any unauthorized use or disclosures of any Confidential Information by the other -party or its Representatives. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by either party and that the non-breaching party shall be -entitled to seek equitable relief, including specific performance and injunction, as a remedy for any such breach. Each party agrees to waive, and to use its best efforts to cause its directors, -officers, employees or agents to waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be the exclusive remedies for a -breach of this Agreement by either party, but shall be in addition to all other remedies available at law or in equity to the non-breaching party.

- -

    12.  Governing Law.  This Agreement is for the benefit of the parties and their respective directors, -officers, employees, representatives and agents and their respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice -of law rules of the Commonwealth of Massachusetts.

- -

    13.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be -deemed an original, and all such counterparts together shall constitute but one and the same Agreement.

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    14.  Severability.  If any provision of this Agreement is found to violate any statute, regulation, rule, -order, decision or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this

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-Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

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  Polycom, Inc.

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-By:
 
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-Name:
 
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-Title:
 
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PictureTel Corporation

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-By:
 
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-Name:
 
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-Title:
 
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ANNEX A

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Polycom:

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Principals, Officers, Critical Employees and Directors

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Advisors:

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Investment Bankers

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Legal Counsel

- -

PictureTel Corporation:

- -

Officers, Critical Employees and Directors

- -

Enzo -Torressi
-David Levi
-Carl Ledbetter
-Werner Schmucking
-Norman Gaut
-Lewis Jaffe
-Dalton Edgecomb
-W. Robert Kellegrew, Jr.

- -

Advisors:

- -

Robert -Knight
-Ralph Takala

- -

Legal Counsel:

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Ropes & -Gray

- -

Investment Bankers

- -

Robertson -Stephens

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6

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QuickLinks

- - - - - \ No newline at end of file diff --git a/contract-nli/raw/1011344_0001193125-08-097987_dex99d5.htm b/contract-nli/raw/1011344_0001193125-08-097987_dex99d5.htm deleted file mode 100644 index 571a80ac3863316355a5067e4db896f351e81210..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1011344_0001193125-08-097987_dex99d5.htm +++ /dev/null @@ -1,140 +0,0 @@ - -Two Way Non-Disclosure and Confidentiality Agreement, dated October 28, 2007 - - - -

Exhibit (d)(5)

PACKETEER, INC.

TWO WAY NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS Agreement is made and entered into by and between PACKETEER, INC. (“Packeteer”) and -Blue Coat Systems, Inc., a Delaware corporation, having offices at 420 North Mary Avenue, Sunnyvale, CA 94085, to assure the protection and preservation of the confidential and/or proprietary nature of each party’s confidential information. -Each party will disclose such information solely for the purpose of evaluating the possibility of entering into a business relationship between the parties hereto (the “Purpose”). In reliance upon and in consideration of the following -undertakings, the parties agree as follows:

 

- - - -
1.Definition. Subject to the limitations set forth in Section 2, all information (including but not limited to ideas, techniques, works of authorship, models, -inventions, know-how, processes, equipment, algorithms, software source documents and formulae related to the current, future, and proposed products and services of each of the parties and information concerning research, development, financial -information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans), disclosed by one party (the “Discloser”) to the other party (the “Recipient”) -which is labeled or marked “Confidential” or with some other similar proprietary legend, or which, in the context of the disclosure, the Recipient has reason to believe is confidential, shall be deemed to be “Confidential -Information.” If Confidential Information is disclosed in oral form, the Discloser shall identify it as confidential at the time of disclosure and thereafter summarize it in writing and transmit such summary to the Recipient within thirty -(30) days of the oral disclosure.

 

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2.Exclusions. “Confidential Information” excludes information which: (a) is now or hereafter becomes generally known or available, through no act or failure to -act on Recipient’s part; (b) Recipient independently knows at the time of receiving such information; (c) a third party hereafter furnishes to Recipient without restriction on disclosure and without breach of any confidentiality -obligations; (d) Recipient has independently developed without using any Confidential Information or breaching this Agreement; or (e) Discloser gives written permission to Recipient to disclose.

 

- - - -
3.Restrictions/Obligations. Recipient shall: (a) only disclose the Confidential Information to those employees and contractors with a need to know; provided that Recipient -binds those employees and contractors to terms at least as restrictive as those stated in this Agreement (or, with respect to professional advisors, advises them of its obligations with respect to the Confidential Information); (b) not disclose -any Confidential Information to any third party, without Discloser’s prior written consent; (c) use such Confidential Information only to the extent required to accomplish the Purpose; (d) not reproduce Confidential Information in any -form except as required to accomplish the Purpose; (e) not reverse engineer, decompile, or disassemble any software disclosed by the Discloser; (f) not directly or indirectly export or transmit any Confidential Information to any country -to which such export or transmission is restricted by regulation or statute; and (g) promptly provide the Discloser with notice of any actual or threatened breach of the terms of this Agreement. However, Recipient may disclose Confidential -Information in accordance with a judicial or other governmental order provided that Recipient shall give Discloser written notice prior to such disclosure. Subject to Recipient’s obligations of non-disclosure, Recipient shall be free to use the -residuals resulting from the use or access to the Confidential Information of Discloser. The term “residuals” means information in intangible form which is retained in the unaided memory of persons who have had access to the Confidential -Information, without reference to such information in tangible or fixed form. Solely with respect to non-technical Confidential Information, Recipient’s obligations under this Section 3 shall expire one (1) year from the date of -disclosure of such non-technical Confidential Information.

 

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4.Ownership and Return of Confidential Information. All Confidential Information (including all copies thereof) shall remain the property of Discloser. All copies shall bear -all proprietary markings contained on or in the originals. Upon the request of Discloser, Recipient shall, at Recipient’s option, either (a) return such materials to Discloser, or (b) certify the destruction thereof. -

 

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5.Rights. No rights or licenses to trademarks, inventions, copyrights, patents or any other intellectual property rights are implied or granted under this Agreement. Subject to -the obligations of this Agreement, neither party will be precluded from independently developing technology or pursuing business opportunities similar to those covered by the Confidential Information disclosed hereunder. Each party retains sole -discretion to assign or reassign the job responsibilities of its employees. Each party acknowledges that the other party may currently or in the future be developing information internally, or receiving information from third parties, that is -similar to the Confidential Information. Nothing in this Agreement will prohibit Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to those contemplated by or embodied in the Confidential -Information, provided the Recipient does not violate its obligations under this Agreement.

 

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6.Term and Termination. This Agreement shall remain in full force and effect for a period of three (3) years unless terminated sooner as set forth below. This Agreement -may be terminated by either party upon thirty (30) days written notice, provided however, that Paragraphs 3, 4, 5, and 7 shall survive any termination of this Agreement.

 

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7.Miscellaneous. This Agreement shall be governed by the laws of the State of California. This Agreement contains the final, complete and exclusive agreement of the parties -relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter and may not be changed, modified, amended or supplemented except by a written instrument signed by both -parties. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect. Recipient hereby acknowledges and agrees that -no remedy at law will afford Discloser adequate protection against, or appropriate compensation for, breach of Recipient’s obligations under this Agreement. Accordingly, Recipient agrees that Discloser shall be entitled to specific performance -of Recipient’s obligations, as well as such further equitable relief as may be granted by a court of competent jurisdiction.
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PACKETEER, INC.

   OTHER PARTY:

By:

 

/s/ Dave Côté

   

/s/ Brian NeSmith

By: 

 Dave Côté  By: Brian NeSmith

Title:

 

President & CEO

  Title: President & CEO

Date:

 

October 20, 2007

  Date: October 28, 2007
- \ No newline at end of file diff --git a/contract-nli/raw/1011671_0000936392-99-000246_document_46.txt b/contract-nli/raw/1011671_0000936392-99-000246_document_46.txt deleted file mode 100644 index d7fb87fd1b1167511afc8e8e5f9f01b713039fcb..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1011671_0000936392-99-000246_document_46.txt +++ /dev/null @@ -1,209 +0,0 @@ - 1 - EXHIBIT 99(c)(37) - - MUTUAL NON-DISCLOSURE AGREEMENT - - THIS AGREEMENT governs the disclosure of information by and -between Oacis Healthcare Systems Corp. ("OACIS") and Science Applications -International Corporation ("SAIC") as of November 4th, 1998 (the "EFFECTIVE -DATE"). - - 1. As used herein, "CONFIDENTIAL INFORMATION" shall mean any -and all technical and non-technical information provided by either party to the -other, including but not limited to (a) patent and patent applications, (b) -trade secret, and (c) proprietary information, ideas, techniques, sketches, -drawings, works of authorship, models, inventions, know-how, processes, -apparatuses, equipment, algorithms, software programs, software source -documents, and formulae related to the current, future, and proposed products -and services of each of the parties, and including, without limitation, their -respective information concerning research, experimental work, development, -design details and specifications, engineering, financial information, -procurement requirements, purchasing, manufacturing, customer lists, investors, -employees, business and contractual relationships, business forecasts, sales and -merchandising, marketing plans and information the disclosing party provides -regarding third parties. - - 2. Each party agrees that at all times until termination or -expiration of this Agreement it will hold in strict confidence and not disclose -to any third party Confidential Information of the other, except as approved in -writing by the other party to this Agreement, and will use the Confidential -Information for no purpose other than evaluating or pursuing a business -relationship with the other party to this Agreement. Notwithstanding the above, -the party to whom Confidential Information was disclosed (the "RECIPIENT") shall -not be in violation of this Section 3 with regard to a disclosure that was in -response to a valid order by a court or other governmental body, provided that -the Recipient provides the other party with prior written notice of such -disclosure in order to permit the other party to seek confidential treatment of -such information. Each party shall only permit access to Confidential -Information of the other party to those of its employees or authorized -representatives having a need to know and who have signed confidentiality -agreements or are otherwise bound by confidentiality obligations at least as -restrictive as those contained herein. - - 3. Each party shall immediately notify the other upon -discovery of any loss or unauthorized disclosure of the Confidential Information -of the other party. - - 4. Each party's obligations under this Agreement with respect -to any portion of the other party's Confidential Information shall terminate -when the Recipient can document that: (a) it was in the public domain at the -time it was - - 2 - - - -communicated to the Recipient by the other party; (b) it entered the public -domain subsequent to the time it was communicated to the Recipient by the other -party through no fault of the Recipient; (c) it was in the Recipient's -possession free of any obligation of confidence at the time it was communicated -to the Recipient by the other party; (d) it was rightfully communicated to the -Recipient free of any obligation of confidence subsequent to the time it was -communicated to the Recipient by the other party or (e) it was communicated by -the other party to an unaffiliated third party free of any obligation of -confidence. - - 5. Upon termination or expiration of the Agreement, or upon -written request of the other party, each party shall promptly destroy or return -to the other all documents and other tangible materials representing the other's -Confidential Information and all copies thereof. The Recipient agrees to destroy -all documents, memoranda, notes and other writings whatsoever prepared by the -Recipient or its employees or representatives based on the information contained -in the Confidential Information (except for references or summaries appearing in -minutes or corporate records). - - 6. In addition, each party agrees that it will not (and -direct its employees and representatives not to) disclose (i) to any person -either the fact that discussions or negotiations are taking place concerning one -or more possible transactions between the parties or (ii) any of the terms, -conditions or other facts with respect to any such possible transactions, -including the status thereof. - - 7. Although the disclosing party has endeavored to include in -the Confidential Information, information known to it which it believes to be -relevant for the purpose of the Recipient's investigation of a potential -transaction, the Recipient acknowledges and agrees that neither the disclosing -party nor any of its employees or representatives have made or make any -representations or warranty as to the accuracy or completeness of all or any -portion of the Confidential Information. The Recipient agrees that neither the -disclosing party nor any of its employees or representatives shall have any -liability to the Recipient or any of the Recipient's employees or -representatives resulting from the use of, or conclusions arising from, the -Confidential Information. - - 8. The parties recognize and agree that nothing contained in -this Agreement shall be construed as granting any property rights, by license or -otherwise, to any Confidential Information of the other party disclosed pursuant -to this Agreement, or to any invention or any patent, copyright, trademark, or -other intellectual property right that has issued or that may issue, based on -such Confidential Information. Neither party shall make, have made, use or sell -for any purpose any product or other item using, incorporating or derived from -any Confidential Information to the other party. - - - 2 - 3 - - 9. Confidential Information shall not be reproduced in any -form except as required to accomplish the intent of this Agreement. Any -reproduction of any Confidential Information of the other party by either party -shall remain the property of the disclosing party and shall contain any and all -confidential or proprietary notices or legends which appear on the original, -unless otherwise authorized in writing by the other party. - - 10. Nothing contained herein shall imply any obligations of -either party to proceed with a transaction between the parties, and each party -reserves the right to terminate the discussions contemplated hereunder, with or -without cause, without any liability for such termination. - - 11. This Agreement shall terminate three (3) years after the -Effective Date and shall be binding upon the Recipient's heirs, successors and -assigns. - - 12. This Agreement shall be governed by and construed in -accordance with the laws of California without reference to conflict of laws -principles. This Agreement may not be amended except by a writing signed by both -parties hereto. - - 13. Each party acknowledges that its breach of the Agreement -will cause irreparable damage and hereby agrees that the other party shall be -entitled to seek injunctive relief under this Agreement, as well as such further -relief as may be granted by a court of competent jurisdiction. Additionally, in -the event of a breach by the Recipient, the disclosing party shall be entitled -to recover the costs of enforcing this Agreement including, without limitation -reasonable attorneys' fees. - - 14. If any provision of this Agreement is found by a proper -authority to be unenforceable or invalid such unenforceability or invalidity -shall not render this Agreement unenforceable or invalid as a whole and in such -event, such provision shall be changed and interpreted so as to best accomplish -the objectives of such unenforceable or invalid provision within the limits of -applicable law or applicable court decisions. - - 15. Neither party shall communicate any information to the -other in violation of the proprietary rights of any third party. - - 16. Neither party will assign or transfer any rights or -obligations under this Agreement without the prior written consent of the other -party. - - 17. Neither party shall export, directly or indirectly, any -technical data acquired from the other pursuant to this Agreement or any product -utilizing any - - 3 - 4 - -such data to any country for which the U.S. Government or any agency thereof at -the time of export requires an export license or other governmental approval -without first obtaining such license or approval. - - 18. All notices or reports permitted or required under this -Agreement shall be in writing and shall be delivered by personal delivery, -electronic mail, facsimile transmission or by certified or registered mail, -return receipt requested, and shall be deemed given upon personal delivery, five -(5) days after deposit in the mail, or upon acknowledgment of receipt of -electronic transmission. Notices shall be sent to the addresses set forth at the -end of this Agreement or such other address as either party may specify in -writing. - - 19. Each of the parties agrees that the software programs of -the other party contain valuable confidential information and each party agrees -it will not modify, reverse engineer, decompile, create other works from, or -disassemble any software programs contained in the Confidential Information of -the other party without the prior written consent of the other party. - - 20. This Agreement may be executed in two or more -counterparts, each of which when so executed and delivered shall be deemed an -original, and such counterparts together shall constitute only one instrument. - - 4 - - 5 - - - IN WITNESS WHEREOF, the parties hereto have caused this Mutual -Non-Disclosure Agreement to be executed as of the Effective Date. - - -OACIS HEALTHCARE SYSTEMS CORP. SCIENCE APPLICATIONS INTERNATIONAL - CORPORATION - - - - - -By: /s/ Stephen Ghiglieri By: /s/ K. J. Houston - ------------------------ ---------------------------- - -Name: /s/ Stephen Ghiglieri Name: /s/ K. J. Houston - ---------------------- -------------------------- - -Date: November 4, 1998 Date: November 4, 1998 - ---------------------- -------------------------- - -Address: The Oacis Building Address: 10260 Campus Point Drive - 1101 Fifth Avenue San Diego, CA 92121 - San Rafael, CA 94901 - - 5 \ No newline at end of file diff --git a/contract-nli/raw/1012459_0000912057-97-027209_document_4.txt b/contract-nli/raw/1012459_0000912057-97-027209_document_4.txt deleted file mode 100644 index 765d5a14376d743226579078b6da6b3ac2e75d0c..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1012459_0000912057-97-027209_document_4.txt +++ /dev/null @@ -1,200 +0,0 @@ - - - EXHIBIT "H" - NON-DISCLOSURE AGREEMENT - - - Contract No. [***] - - - MUTUAL NON-DISCLOSURE AGREEMENT - - -This MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") made this ____ day of -____ , 199__ (the "Effective Date") between FEDERAL EXPRESS CORPORATION -("Federal") and INTERNATIONAL BILLING SERVICES, INC ("IBS"). - -RECITALS - - 1. Federal and IBS have each developed certain confidential and -proprietary information ("Federal's Confidential Information" or "IBS's -Confidential Information") including, but not limited to, financial -statements, financing documents, trade secrets, new products, copyrights, -computer software, documentation, specifications, systems, hardware, -concepts, designs, configurations, schedules, costs, performance features, -techniques, copyrighted matter, patentable and patented inventions, plans, -methods, drawings, data, tables, calculations, documents or other paperwork, -computer program narratives, flow charts, source and object codes, business -and marketing plans, dealings, arrangements, objectives, locations and -customer information. - - 2. In order to discuss the pursuit of a business relationship, Federal -and IBS recognize the need for disclosure of Federal's Confidential -Information to IBS, and of IBS's Confidential Information to Federal. - - 3. Federal is willing to disclose its Confidential Information to IBS and -IBS is willing to disclose its Confidential Information to Federal pursuant -to the terms and subject to the conditions of this Agreement. - -FOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement, - -Federal and IBS (individually a "Party" and collectively the "Parties") agree -as follows: - - Section 1. Confidentiality of Information. (a) Each party acknowledges -that all Confidential Information which has or will come into its possession -or knowledge after the Effective Date in connection with business -discussions, conferences or other activities in pursuit of a business -relationship between Federal and IBS: - - (i) is proprietary to the disclosing party, having been designed, -developed or accumulated by the disclosing party at a great expense and over -lengthy periods of time and - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. - - - - (ii) is secret, confidential and unique, and constitutes the exclusive -property of the disclosing party. Each party acknowledges that any disclosure -of the other's Confidential Information other than for the benefit of the -other party will be wrongful and will cause irreparable injury to the other -party and, therefore, each party agrees to hold the other's Confidential -information in strictest confidence and not to make use of it other than for -the benefit of the other party. - - (b) Information shall be deemed "Confidential Information" and shall be -subject to the terms of this Agreement if: - - (i) the party to which such information is being -disclosed is notified that the information is confidential -or proprietary prior to its disclosure; or - - (ii) information in a tangible form is labeled as confidential or -proprietary prior to its disclosure; or - - (iii) the party to which such information is being disclosed knows that -such information is confidential or proprietary or would be reasonably -expected to understand the confidential or proprietary nature of such -information. - - Section 2. Non-Disclosure to Third Parties. Neither party shall -communicate the other's Confidential Information in any form to any third -party without the other party's prior written consent and each party shall -use its best efforts to prevent inadvertent disclosure of the other's -Confidential Information to any third party. Any Confidential Information -disclosed to a third party pursuant to this Section shall be provided -pursuant to a non-disclosure agreement between the party providing the -information and the third party, which non-disclosure agreement shall -substantially conform to this Agreement. In addition, the parties agree that -they will conform to the provisions of applicable securities laws in -connection with their use of the Confidential Information. - - Section 3. Authorized Disclosure. The parties acknowledge that in order to -enable them to discuss pursuit of a business relationship each may be -required to disseminate the other party's Confidential Information to various -of its employees. Each party undertakes to cause any of its employees to whom -such Confidential Information is transmitted to be bound to the same -obligation of secrecy and confidentiality to which the parties are bound -under this Agreement. - - Section 4. Survival of Terms. The obligations of this Agreement shall -terminate with respect to any particular portion of a party's Confidential -Information: - - (i) if either party can show that the Confidential Information -received from the other is or has become generally available to the public -through no violation of the terms of this Agreement; - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. - - - - (ii) if either party can show that such Confidential Information is in -a written record in such party's files prior to receipt from the other party; - - (iii) if either party at any time lawfully obtains such Confidential -Information in writing from a third party under circumstances -permitting its disclosure; - - (iv) if such Confidential Information is disclosed with the prior -written consent of the party to whom such Confidential Information belongs, -provided that any disclosure complies in all respects with the terms of such -written consent; or - - (v) if such Confidential Information is disclosed pursuant to the -lawful requirement of a governmental agency or required by operation of law; -provided that the party to whom such Confidential Information belongs -shall be given written notice prior to such disclosure and such disclosure -shall be permitted only to the extent required by law. - -Otherwise, the obligations of this Agreement with respect to either party's -Confidential Information shall terminate on the later of (i) three (3) years -after the Expiration Date (or earlier termination date) of this Agreement as -set forth in Section 5 hereof, or (ii) in the event there are - -any contracts or agreements between the parties which are entered into in -connection with information disclosed under this Agreement, three (3) years -after the date of termination or expiration of all such contracts and -agreements between the parties. - - Section 5. Extent of Agreement. (a) This Agreement shall govern all -communications between Federal and IBS that are made from the Effective Date -of this Agreement through and including the date which shall be three (3) -years from the Effective Date of this Agreement (the "Expiration Date"). -Notwithstanding the Expiration Date, the parties agree that in the event of -any breach of this Agreement by a party, the injured party shall have the -right to immediately terminate this Agreement. - - (b) This Agreement is not an agreement by either party to enter into any -business relationship with the other or to procure any product or service -from the other. Any agreement for such business relationship, purchase or -other procurement shall be at the discretion of the parties and shall be -evidenced by separate written agreements executed by the parties. - - Section 6. Governing Law. This Agreement shall be governed by and -construed in accordance with the laws of Tennessee. - -written. - - Section 7. Injunctive Relief. In addition to and not in lieu of the -right to terminate as provided in Section 5, the parties agree that in the -event of any violation or threatened - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. - - - -violation of this Agreement the injured party shall be authorized and -entitled to obtain from any court of competent jurisdiction preliminary and -permanent injunctive relief as well as an equitable accounting of all profits -or benefits arising from such violation, which rights and remedies shall be -cumulative and in addition to any other rights or remedies at law or in -equity to which the injured party may be entitled. - - Section 8. Valid Agreement. Both parties acknowledge that this Agreement -is valid and legally binding and has been executed by an authorized -representative, and each party confirms and ratifies the terms and conditions -herein. - -IN WITNESS WHEREOF, the Parties have executed this Agreement on the date -first above written. - -INTERNATIONAL BILLING SERVICES, INC. -By: /R. Karl Turner/ -Title: Sr. Vice President -("IBS") -APPROVED LEGAL DEPT. TK 10/21/96 - - -FEDERAL EXPRESS CORPORATION -By: /Sandra W. Cohn/ -Title: Managing Director -("Federal") -APPROVED AS TO LEGAL FORM CSS 10/11/96 - -*** Portions of this exhibit have been redacted pursuant to a Confidential -Treatment Request. diff --git a/contract-nli/raw/1012887_0001193125-07-165503_dex99d6.htm b/contract-nli/raw/1012887_0001193125-07-165503_dex99d6.htm deleted file mode 100644 index 2356a52683d24aab76e77f5a46067a4a43be6a99..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1012887_0001193125-07-165503_dex99d6.htm +++ /dev/null @@ -1,171 +0,0 @@ - -Non-Disclosure Agreement - - - -

Exhibit (d)(6)

NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (“Agreement”) is made on this the Twenty -Second day of November, 2005 between

XIUS, a Division of Megasoft Limited a company -incorporated in India under the provisions of the Companies Act, 1956 and having its Principal Place of Business at Reliance Classic, 3rd Floor, Road # 1, Banjara Hills, Hyderabad, A.P. 500 034, India (hereinafter referred to as “XIUS” which expression shall mean and include unless repugnant to the context, its successors and permitted -assigns) and

Boston Communications Group, Inc. a company incorporated in Massachusetts and having its registered office at 55 Middlesex Turnpike, -Bedford, MA 01730 (hereinafter referred to as “BCGI” which expression shall mean and include unless repugnant to the context, its successors and permitted assigns).

WHEREAS:

XIUS, a division of Megasoft – specializes in delivering cutting-edge Telecom Applications, Technology -Platforms and services that enable Mobile Operators to Authenticate, Authorize and Charge subscribers in Real Time; BCGI is in the business of offering products and services in the field of wireless telecommunications

BCGI and XIUS are in the process of working out and negotiating a possible business relationship.

During the course of the above negotiations, XIUS and BCGI may disclose to each other certain information which may be proprietary and/or of confidential nature as more particularly described below.

NOW THEREFORE in consideration of the mutual protection of information herein by the parties hereto and such additional promises and understandings as are -hereinafter set forth, the parties agree as follows:

 

- - - -
1.For purposes of this Agreement, “Confidential Information” means, with respect to either party, any and all information in written, representational, electronic, -verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of or relating to the disclosing party (including, but not limited to, information identified as being proprietary and/or -confidential or pertaining to, pricing, marketing plans or strategy, volumes, services rendered, customers and suppliers lists, financial or technical or service matters or data, employee/agent/ consultant/officer/director related personal or -sensitive data and any information which might reasonably be presumed to be proprietary or confidential in nature) excluding any such information which (i) is known to the public (through no act or omission of the receiving party in violation -of this Agreement); (ii) is lawfully acquired by the receiving party from an independent source having no obligation to maintain the confidentiality of such information; (iii) was known to the receiving party prior to its disclosure under -this Agreement; (iv) was or is independently developed by the receiving party without breach of this Agreement; or (v) is required to be disclosed by governmental or judicial order, in which case the party so required shall give the other -party prompt written notice, where possible, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment and also to enable such other party to seek a protective order or other appropriate remedy at such other -party’s sole costs.

 

- - - -
2.This Agreement does not obligate either party to disclose any particular proprietary information; to purchase, sell, license, transfer, or otherwise dispose of any technology, -services, or products; or to enter into any other form of business, contract or arrangement. Furthermore, nothing contained hereunder shall be construed as creating, conveying, transferring, granting or conferring by one party on the other party any -rights, license or authority in or to the information provided. The parties shall use the Confidential Information only for the limited purpose of the parties discussing the possibility of offering the services jointly to the carriers/operators in -the American region and for no other purpose whatsoever.
- -

-

- - - - - -
3.Each party agrees and undertakes that it shall not, without first obtaining the written consent of the other, disclose or make available to any person, reproduce or transmit in arty -manner, or use (directly or indirectly) for its own benefit or the benefit of others, any Confidential Information save and except both parties may disclose any Confidential Information to their Affiliates, directors, officers, employees or advisors -of their own or of Affiliates on a “need to know” basis to enable them to evaluate such Confidential Information in connection with the negotiation of the possible business relationship; provided that such persons have been informed of, -and agree to be bound by obligations which are at least as strict as the recipient’s obligations hereunder. For the purpose of this Agreement, Affiliates shall mean, with respect to any party, any other person directly or indirectly -Controlling, Controlled by, or under direct or indirect common Control with, such party. “Control”, “Controlled” or “Controlling” shall mean, with respect to any person, any circumstance in which such person is -controlled by another person by virtue of the latter person controlling the composition of the Board of Directors or owning the largest or controlling percentage of the voting securities of such person or by way of contractual relationship or -otherwise.

 

- - - -
4.The receiving party shall use the same degree of care and protection to protect the Confidential Information received by it from the disclosing party as it uses to protect its own -Confidential Information of a like nature, and in no event such degree of care and protection shall be of less than a reasonable degree of care.

 

- - - -
5.Each party warrants that it has the right to make the disclosures under this Agreement. No other warranties are made by either party under this Agreement and all information -exchanged under this Agreement is provided “as is”. The disclosing party shall not be in any way responsible for any decisions or commitments made by receiving party in relying on the disclosing party’s Confidential Information. -

 

- - - -
6.The parties agree to indemnify and keep indemnified each other against all loss and damage, which the disclosing party may suffer as a result of any breach of this Agreement by the -receiving party; provided always that the disclosing party shall forthwith give written notice to the receiving party of the above loss and damage and satisfactory documentary evidence of such actual loss and damage.

 

- - - -
7.The parties agree that upon termination/expiry of this Agreement or at any time during its currency, at the request of the disclosing party, the receiving party shall promptly -deliver to the disclosing party the Confidential Information and copies thereof in its possession or under its direct or indirect control, and shall destroy all memoranda, notes and other writings prepared by the receiving party or its Affiliates or -directors, officers, employees or advisors based on the Confidential Information and promptly certify such destruction.

 

- - - -
8.Both parties acknowledge that the Confidential Information coming to the knowledge of the other may relate to and/or have implications regarding the future strategies, plans, -business activities, methods, processes and or information of the parties, which afford them certain competitive and strategic advantage. Accordingly neither party shall use the Confidential Information in a manner that will jeopardise or adversely -affect in any manner such future strategies, plans, business activities, methods, processes, information, and/or competitive and strategic advantage of the disclosing party.

 

- - - -
9.The parties hereto acknowledge and agree that in the event of a breach or threatened breach by the other of the provisions of this Agreement, the party not in breach will have no -adequate remedy in money or damages and accordingly the party not in breach shall be entitled to injunctive relief against such breach or threatened breach by the party in breach.

 

- - - -
10.No failure or delay by either party in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or -enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise of enforcement of any other right, remedy or power.

 

- - - -
11.If any dispute arises between the parties hereto during the subsistence or thereafter, in connection with or arising out of this Agreement, the dispute shall be referred to -arbitration under the Indian Arbitration and Conciliation Act, 1995 by a panel of three arbitrators. Each party will appoint one arbitrator and the two arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be -held in Hyderabad, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the parties.

 

-

2

- - -

-

- - - - - -
12.This Agreement will be governed exclusively by the laws of India and subject to Clause 11, jurisdiction shall be vested exclusively in the courts at Hyderabad. -

 

- - - -
13.This Agreement shall not be amended, assigned or transferred by either party without the written consent of the other party.

 

- - - -
14.This Agreement shall remain valid for a period of three (3) years from the date of execution of this Agreement which term may be extended by mutual consent in writing of both -the parties. This Agreement may be terminated by either party by giving thirty (30) days notice in writing to the other party without assigning any reason whatsoever. The obligations of each party hereunder will continue and be binding -irrespective of whether the discussion between the parties materialise into a specific understanding/business relationship or not and for a further period of three (3) years after termination/expiry of the Agreement. In any event, however, -the obligations of each Party to maintain the confidentiality of the Confidential Information it has received under this agreement shall continue indefinitely as to Confidential Information constituting a trade secret under applicable law. -

 

- - - -
15.Each party will bear its own costs in connection with the activities undertaken in connection with this Agreement.

 

- - - -
16.Nothing in this Agreement is intended to confer any rights/remedies under or by reason of this Agreement on any third party.

 

- - - -
17.This Agreement supersedes all prior discussions and writings with respect to the Confidential Information and constitutes the entire Agreement between the parties with respect to -the subject matter hereof. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) thereof shall be stricken -from this Agreement and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement.

IN -WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date and year written above.

 

- - - - - - - - - - - - - - - - - - - - - - - - - -
XIUS, a Division of Megasoft Limited Boston Communications Group, Inc.

/s/ Upendra Bhatt

 

/s/ Erain Galiogla

Name: Upendra Bhatt Name: Erain Galiogla
Designation: Vice President Designation: Vice President and General Manager

 

-

3

- - \ No newline at end of file diff --git a/contract-nli/raw/1013240_0001047469-04-010350_a2132633zex-10_22.htm b/contract-nli/raw/1013240_0001047469-04-010350_a2132633zex-10_22.htm deleted file mode 100644 index bd0d5eefe3c734ff5888f5d2d28c05cdca5938bf..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1013240_0001047469-04-010350_a2132633zex-10_22.htm +++ /dev/null @@ -1,888 +0,0 @@ - - - - - -
- -
- -

Exhibit 10.22

- -

 

- -

NON-DISCLOSURE, NON-COMPETITION, -AND NON-SOLICITATION AGREEMENT

- -

 

- -

This Non-Disclosure, Non-Competition, and -Non-Solicitation Agreement (“Agreement”) is entered into effective as of -April 1, 2004 (the “Effective Date”), by and between Level 3 Communications, -LLC, a Delaware limited liability company (“Level 3” or the “Buyer”), on the -one hand, and ICG Communications, Inc. (the “Parent”), a Delaware corporation, -and ICG Telecom Group, Inc. (the “Company”), a Delaware corporation, and for -and on behalf of any of their direct or indirect parents, subsidiaries, -successors, or Affiliates (collectively referred to as “ICG” or the “Sellers”), -on the other hand.

- -

 

- -

RECITALS

- -

 

- -

A.                                   The -Sellers are engaged in conducting a dial-up ISP business whereby the Sellers -provide Internet access and other Internet-related services to Internet service -providers and their customers.

- -

 

- -

B.                                     The -Buyer and Sellers are parties to an Asset Purchase Agreement (the “Purchase -Agreement”) dated as of April 1, 2004, pursuant to which Level 3 is purchasing -from Sellers certain of Sellers’ assets (the “Acquired Assets”) used or held -for use by Sellers in conducting the Sellers’ dial-up ISP business whereby the -Company provides dial-up Internet access to Internet service providers and their -customers, excluding the Company’s direct Internet access and primary rate -interface businesses (the “Business”), as more fully described therein.  Contemporaneous with this Agreement, Buyer -and Sellers are closing and consummating the principal transactions -contemplated by the Purchase Agreement.

- -

 

- -

C.                                     Sellers -acknowledge that the Buyer would not enter into or close the Purchase Agreement -without Sellers’ agreement to the terms and conditions of this Agreement, and -the execution of this Agreement by Sellers is a condition precedent to the -Buyer’s obligation to close under the Purchase Agreement.

- -

 

- -

AGREEMENT

- -

 

- -

NOW, THEREFORE, in consideration of the Buyer’s execution -and delivery of the Purchase Agreement, the closing thereunder and other good -and valuable consideration, the receipt and sufficiency of which are hereby -acknowledged, the parties agree as follows:

- -

 

- -

ARTICLE 1
-NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION

- -

 

- -

1.1                                 Non-Disclosure.  Sellers shall not disclose or appropriate -for their own use, or for the use of any third party, at any time, any trade -secrets or confidential or proprietary information included in or related to -the Acquired Assets or the Business as previously operated by Sellers, whether -or not developed by Sellers including, without limitation, information -pertaining to the customers, vendors, prices, profits, contract terms or -operating procedures of Sellers relating to the Business or the Acquired -Assets; provided, however, that Sellers may use

- -

 

- - -
- -
- -
- - - -
- - -

 

- -

any such trade secrets -and confidential or proprietary information (a) if and to the extent used in -their businesses other than the Business and (b) in connection with providing -services pursuant to the Transition Services Agreement.

- -

 

- -

1.2                                 Non-Competition.  For a period of three (3) years from -and after the Effective Date (the “Restrictive Period”), Sellers shall -not engage, directly or indirectly, through any other entity or with any person -(whether as an owner, shareholder, partner, member, director, officer, -employee, agent, investor, or otherwise), in any business activity which is in -competition with the Business conducted by Buyer during the Restrictive -Period.  The foregoing restrictions -shall, however, apply only for a one-year period from and after the Effective -Date with respect to any successor of any Seller who is not engaged in the same -type of business as the Business as of the Effective Date and shall not apply -at all with respect to any successor, other than Sellers and any of their -Affiliates as of the Effective Date, that is engaged in the same type of -business as the Business.  Because -Sellers’ Business is nationwide, Sellers agree that they will not so compete -anywhere in the United States (the “Territory”).  Notwithstanding the foregoing, Sellers may, -during the 60-day period following the Effective Date, provide services in the -Business to those customers delineated on Schedule 1.02(c) of the -Purchase Agreement, subject to and in accordance with Section 5.08 of the -Purchase Agreement; provided such services shall be provided solely pursuant to -the customer contracts listed on such Schedule 1.02(c) and the amount of -such service shall not be materially greater than that provided to such -customers by Sellers during the 60-day period prior to the Effective Date.

- -

 

- -

1.3                                 Non-Solicitation.  During the Restrictive Period, without the -prior written consent of the Buyer (which Buyer may withhold in the exercise of -its sole, absolute, and arbitrary discretion), Sellers (including, without -limitation, any successors) shall not induce or solicit, directly or -indirectly, through any other entity or with any other person, (whether as an -owner, shareholder, partner, member, director, officer, employee, agent, -investor, or otherwise) any employee of the Buyer or its Affiliates who is -involved in the managed modem business conducted by Buyer or any of its -Affiliates, including, without limitation, the Business, to terminate the -employee’s employment with the Buyer or any such Affiliate.

- -

 

- -

1.4                                 Remedies.  Any breach of any of the covenants set forth -in this Article 1 would result in irreparable damage to the Buyer.  Consequently, and without limiting other -remedies which may exist for a breach of this Agreement, the Buyer will have -the right to enforce such covenants by obtaining a temporary restraining order, -preliminary injunction, and permanent injunction restraining any violation -hereof, pending or following a trial on the merits, without posting any bond -and in addition to all other remedies available to the Buyer at law or in -equity.

- -

 

- -

1.5                                 Reasonableness -of Covenants.  Sellers acknowledge -and agree that the covenants contained in this Agreement are reasonable in all -respects, including without limitation their duration and geographic -scope.  Sellers expressly waive any -defenses as to the reasonableness of such covenants in any action between the -parties to enforce this Agreement.

- -

 

- -

1.6                                 Certain -Definitions.  As used in this -Agreement:

- -

 

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2

- - -
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- -
- - - -
- - -

 

- -

(a)                                  “Affiliate” -means, with respect to any Person, a Person that directly or indirectly, -through one or more intermediaries, Controls, is Controlled by, or is under -common Control with, such Person; provided that a Person will not be deemed to -Control another Person if the only indicia of such Control is voting control of -more than 10% but less than 20% of outstanding, publicly traded equity -securities of such other Person.

- -

 

- -

(b)                                 “Control” -(including the terms “Controlled by” and “under common Control with”) means, as -used with respect to any Person, possession, directly or indirectly or as a -trustee or executor, of power to direct or cause the direction of management or -policies of such Person (whether through ownership of voting securities, as -trustee or executor, by agreement or otherwise).

- -

 

- -

(c)                                  “Person” -means an individual, corporation, partnership, limited liability company, joint -venture, trust, unincorporated organization or other entity.

- -

 

- -

(d)                                 Other -terms used but not defined herein have the respective meanings given to such -terms in the Purchase Agreement.

- -

 

- -

ARTICLE 2
-MISCELLANEOUS

- -

 

- -

2.1                                 Validity.  Sellers acknowledge that the Non-Disclosure, -Non-Competition and Non-Solicitation covenants set forth in Article 1 are -necessary to protect the Buyer from competing efforts and to insure that the -Buyer receives the benefits for which it has paid by closing under the Purchase -Agreement.  If either the -Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in -this Agreement are held by a court of competent jurisdiction to be -unenforceable under applicable law with respect to duration or scope of the -agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or -Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such -part or parts of the Territory for such lesser period of time and for such -limited scope as is permissible under applicable law.

- -

 

- -

2.2                                 Waiver.  The Buyer’s failure to enforce any provision -of this Agreement will not in any way be construed as a waiver of any such -provision or prevent the Buyer thereafter from enforcing each and every -provision of this Agreement.

- -

 

- -

2.3                                 Applicable -Law, Jurisdiction, and Venue.  This -Agreement shall be governed by, and construed in accordance with, the Laws of -the State of Colorado applicable to agreements made and to be performed wholly -within such jurisdiction.  The parties -hereby irrevocably and unconditionally consent to the exclusive jurisdiction of -the courts of the State of Colorado and of the United States of America, in -each case located in the County of Denver, for any litigation arising out of or -relating to this Agreement, and further agree that service of any process, -summons, notice or document by U.S. registered mail to its respective address -set forth in this Agreement shall be effective service of process for any litigation -brought against it in any such court.  -The parties hereby irrevocably and unconditionally waive any objection -to the laying of venue of any litigation arising out of this Agreement in the -courts of the State of Colorado or the United States of America, in each case, -located in the County of Denver, and hereby further

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3

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irrevocably and -unconditionally waive and agree not to plead or claim in any such court that -any such litigation brought in any such court has been brought in an -inconvenient forum.

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2.4                                 Attorney -Fees.  If any action at law or in -equity is brought to enforce or interpret the terms of this Agreement, the -prevailing party shall be entitled to its reasonable attorneys’ fees, costs, -expert witness fees and all other disbursements in addition to any other relief -to which it or he may be entitled.

- -

 

- -

2.5                                 Modification.  This Agreement may not be amended or -modified by the parties except by a written agreement executed by both parties.

- -

 

- -

2.6                                 Headings -or Captions.  Headings or captions -contained in this Agreement have been inserted herein only as a matter of -convenience and in no way define, limit, extend or describe the scope of this -Agreement or the intent of any provision hereof.

- -

 

- -

2.7                                 Construction.  Unless the context of this Agreement clearly -requires otherwise:  (i) references to -the plural include the singular and vice versa; (ii) references to one gender -include all genders; (iii) “including” is not limiting; (iv) “or” has the -inclusive meaning represented by the phrase “and/or”; (v) the words “hereof”, -“herein”, “hereby”, “hereunder” and similar terms in this Agreement refer to -this Agreement as a whole and not to any particular provision of this -Agreement; (vi) section and clause references are to this Agreement unless -otherwise specified; (vii) reference to any agreement (including this -Agreement), document or instrument means such agreement, document or instrument -as amended or modified and in effect from time to time in accordance with the terms -thereof and, if applicable, the terms hereof; and (vii) general or specific -references to any Law mean such Law as amended, modified, codified or -reenacted, in whole or in part, and in effect from time to time, unless the -effect thereof is to reduce, limit or otherwise prejudicially affect any -obligation or any right, power or remedy hereunder, in which case such -amendment, modification, codification or reenactment will not, to the maximum -extent permitted by Law, form part of this Agreement and is to be disregarded -for purposes of the construction and interpretation hereof.

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- -

2.8                                 Counterparts.  This Agreement may be executed by the -parties on any number of separate counterparts, and all such counterparts so -executed constitute one agreement binding on all the parties notwithstanding -that all the parties are not signatories to the same counterpart.

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- -

2.9                                 Entire -Agreement.  This Agreement and the -Purchase Agreement and the documents referred to therein constitute the entire -agreement among the parties pertaining to the subject matter hereof and -supersede all prior agreements, letters of intent, understandings, negotiations -and discussions of the parties, whether oral or written.

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- -

2.10                           Failure -or Delay.  No failure on the part of -any party to exercise, and no delay in exercising, any right, power or -privilege hereunder operates as a waiver thereof; nor does any single or -partial exercise of any right, power or privilege hereunder preclude any other -or further exercise thereof, or the exercise of any other right, power or -privilege.  No notice to or demand on -any party in any case entitles such party to any other or further notice or -demand in similar or other circumstances.

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2.11                           Notice.  Any notice required or permitted to be given -hereunder shall be sufficient if in writing and if hand delivered, sent by -overnight courier, or sent by registered or certified mail, postage prepaid, -addressed as follows:

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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-

If to the Buyer:

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Level 3 Communications, - LLC

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1025 Eldorado Blvd.

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Broomfield, Colorado - 80021

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Attention:  General Counsel

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With a copy to:

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Otten, Johnson, - Robinson, Neff & Ragonetti, P.C.

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1600 U.S. Bank Tower

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950 Seventeenth Street

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Denver, Colorado 80202

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Attention:  Steven E. Segal, Esq.

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If to Sellers:

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ICG Communications, - Inc.

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161 Inverness Drive - West

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Englewood, Colorado - 80112

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Attention:  General Counsel

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[Signatures on following -page]

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IN WITNESS WHEREOF, Sellers and the Buyer have executed this Agreement -effective as of the date first written above.

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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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ICG - COMMUNICATIONS, INC.

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By:

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Name:

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Title:

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ICG - TELECOM GROUP, INC.

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By:

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Name:

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Title:

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LEVEL - 3 COMMUNICATIONS, LLC

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By:

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Name:  Robert M. Yates

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Title:  Senior Vice President and

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Assistant - General Counsel

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Signature Page to
-Non-Competition Agreement

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- - - - \ No newline at end of file diff --git a/contract-nli/raw/1013322_0000912057-00-023405_document_2.txt b/contract-nli/raw/1013322_0000912057-00-023405_document_2.txt deleted file mode 100644 index ec1bf1d9cf747ae422cadd077acbe715c2518524..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1013322_0000912057-00-023405_document_2.txt +++ /dev/null @@ -1,133 +0,0 @@ - - - - MUTUAL NONDISCLOSURE AGREEMENT - - Effective Date: 12/10/98 - - This Agreement governs the disclosure of information by and between Yahoo! -Inc., a California corporation, and Restrac, Inc. ("Participant"). - - 1. The "Confidential Information" is that confidential, proprietary, and -trade secret information being disclosed by the disclosing party described as -(please be specific): - - (a) Yahoo Confidential Information (owned by Yahoo and any of its - affiliates): Resume and Employment Related. - - (b) Participant Confidential Information: Resume and Employment - Related. - - 2. Except as set forth in this Section 2, all Confidential Information -shall be in tangible form and shall be marked as Confidential or proprietary -information of the disclosing party. If the Confidential Information is -disclosed orally or visually, it shall be identified as such at the time of -disclosure and confirmed in a writing to the recipient within thirty (30) days -of such disclosure. - - 3. Each of the parties agrees that it will not make use of, disseminate, or -in any way disclose any Confidential Information of the other party to any -person, firm or business, except to the extent necessary for negotiations, -discussions and consultations with personnel or authorized representatives of -the other party and any purpose the other party may hereafter authorize in -writing. Each of the parties agrees that it shall disclose Confidential -Information of the other party only to those of its employees who need to know -such information and who have previously agreed, either as a condition to -employment or in order to obtain the Confidential Information, to be bound by -terms and conditions substantially similar to those of this Agreement. - - 4. There shall be no liability for disclosure or use of Confidential -Information which is (a) in the public domain through no fault of the receiving -party (b) rightfully received from a third party without any obligation of -confidentiality, (c) rightfully known to the receiving party without any -limitation on use or disclosure prior to its receipt from the disclosing party, -(d) independently developed by the receiving party, (e) generally made available -to third parties without any restriction on disclosure, or (f) communicated in -response to a valid order by a court or other governmental body, as otherwise -required by law, or as necessary to establish the rights of either party under -this Agreement (provided that the party so disclosing has provided the other -party with a reasonable opportunity to seek protective legal treatment for such -Confidential Information). - - 5. "Residual Information" shall mean any Confidential Information of the -disclosing party which may be retained in intangible form in the minds of those -individuals of the receiving party who have had proper access to such -Confidential Information. Notwithstanding anything else in this Agreement, the -receiving party shall be free to use any Residual Information for any purpose -whatsoever, including, without limitation, the development of its own products, -provided that such party shall not be entitled to disclose Residual Information -to any third parties unless such disclosure is in the course of, or as part of, -any disclosure of its own products or their development. - - 6. Each of the parties agrees that it shall treat all Confidential -Information of the other party with the same degree of care as it accords to its -own Confidential Information and each of the parties represents that it -exercises reasonable care to protect its own Confidential Information. - - 7. Each of the parties agrees that it will not modify, reverse engineer, -decompile, create other works from, or disassemble any software programs -contained in the Confidential Information of the other party unless otherwise -specified in writing by the disclosing party. - - - - - 8. All materials (including, without limitation, documents, drawings, -models, apparatus, sketches, designs and lists) furnished to one party by the -other, and which are designated in writing to be the property of such party, -shall remain the property of such party and shall be returned to it promptly at -its request, together with any copies thereof. - - 9. This Agreement shall govern all communications between the parties that -are made during the period from the effective date of this Agreement to the date -on which either party receives from the other written notice that subsequent -communications shall not be so governed, provided, however that each party's -obligations under Sections 2 and 3 with respect to Confidential Information of -the other party which it has previously received shall continue unless and until -such Confidential Information falls within Sections 4 or 5. - - 10. Neither party shall communicate any information to the other in -violation of the proprietary rights of any third party. Neither party acquires -any licenses under any intellectual property rights of the other party under -this Agreement. This Agreement shall be governed in all respects by the laws of -the United States of America and by the laws of the State of California as such -laws are applied to agreements entered into and to be performed entirely within -California between California residents. This Agreement may only be changed by -mutual agreement of authorized representatives of the parties in writing. All -notices or reports permitted or required under this Agreement shall be in -writing and shall be by personal delivery, telegram, telex, telecopier, -facsimile transmission or by certified or registered mail, return receipt -requested, and shall be deemed given upon personal delivery, five (5) days after -deposit in the mail, or upon acknowledgment of receipt of electronic -transmission. Notices shall be sent to the addresses set forth at the end of -this Agreement or such other address as either party may specify in writing. - - IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate -as of the date first written above. - - - - - -YAHOO! INC. - -------------------------------------------- - -By: /s/ Matt Rowlen By: /s/ M. J. Fahey - ------------------------------------- --------------------------------------- - -Printed Name: Matt Rowlen Printed Name: M. J. Fahey - --------------------------- ----------------------------- - -Title: Manager of Business Development Title: President - -------------------------------- ------------------------------------ - -Address: Yahoo! Address: Lexington, MA - -------------------------------- ---------------------------------- - - -------------------------------- ---------------------------------- - - -------------------------------- ---------------------------------- - - - -
\ No newline at end of file diff --git a/contract-nli/raw/1013687_0000950144-96-001973_document_37.txt b/contract-nli/raw/1013687_0000950144-96-001973_document_37.txt deleted file mode 100644 index fe00d5bb067bb85b6a99bb7a05a68d2f5ba31325..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1013687_0000950144-96-001973_document_37.txt +++ /dev/null @@ -1,112 +0,0 @@ - 1 - - - EXHIBIT 10.36 - - - - MUTUAL NON-DISCLOSURE AGREEMENT - - -THIS AGREEMENT is made this _________ day of ___________, 19 ___, by and -between __________________________ ("Company" and Phoenix International Ltd., -Inc. ("Phoenix"), having its principal place of business at 900 Winderley -Place, Suite 140, Maitland, Florida 32751. - - RECITALS - -WHEREAS, Phoenix and Company mutually desire to engage in discussions -concerning a possible business relationship for the development and/or -licensing of software products and, in furtherance of those discussions may -find it necessary and advantageous to disclose to each other, certain -confidential information regarding software products and strategic plans; and - -WHEREAS, Company and Phoenix consider such documents, records and information -pertaining to products confidential and do not want them disclosed to third -parties; - -NOW, THEREFORE IN CONSIDERATION of the mutual covenants and conditions herein -contained, the parties agree as follows: - -1. Phoenix and Company agree that they shall hold in confidence and shall - not disclose any Confidential Information (as defined in Paragraph 2 - below) without the prior written authorization from a corporate officer of - the party to whom the information belongs nor use such Confidential - Information for any purpose other than that contemplated by this - Agreement. This obligation, however, shall not extend to any of the - following: - - A. Confidential Information which at the time of disclosure is - in the public domain; - - B. Confidential Information which after generation or disclosure - is published or otherwise becomes part of the public domain through - no fault of the disclosing party (but only after and to the extent - that it is published or otherwise becomes part of the public - domain); - - C. Confidential Information which either party can show was in - its possession at the time of generation or disclosure and was not - acquired, directly or indirectly, from the other party or from a - third party under obligation of confidence; - - D. Confidential Information which was received after the time of - generation or disclosure hereunder, from a third party who did not - require that party to hold it in confidence and who did not acquire - it, directly or indirectly, form the other party under an obligation - of confidence; and - - - 2 - - - E. Confidential Information which Phoenix and Company can show - was developed independently without benefit of, or based on - information generated hereunder or made available by the other - party. - -2. "Confidential Information" shall be deemed to include the source and - object code computer programs and associated documentation, manuals and - other printed or visually acceptable materials describing the use or - design of software and strategic plans as well as any other information, - oral or written, which shall be so noted on its face as being confidential - or proprietary to the disclosing party. - -3. Each party shall exercise such care in the protection of the confidential - information of the other as they exercise in the protection of - confidential information of their own. - -4. Rights and obligations of this Agreement shall be binding upon the heirs, - assigns and successors of Phoenix and Company. - -5. At the termination of this examination, both parties agree to return to - each other all of the documents and other information provided in - connection with this examination, and all copies thereof, as soon as - requested by the other party. - -6. Phoenix and Company warrant that they have the unqualified right to - disclose fully the Confidential Information disclosed hereunder. - -7. Phoenix and Company agree to maintain as Confidential Information, the - existence of these discussions regarding a possible business relationship, - until an agreement is completed. - - IN WITNESS HEREOF, the parties hereto by their duly authorized - representatives have executed this Agreement as of the date first written - above. - - - -PHOENIX INTERNATIONAL LTD., INC. - - - -By: By: - ---------------------------- ---------------------------- - Authorized Signature Authorized Signature - - ---------------------------- ---------------------------- - Type or Print Name and Title Type or Print Name and Title - - ---------------------------- ---------------------------- - Date Date \ No newline at end of file diff --git a/contract-nli/raw/1013687_0000950144-96-001973_document_38.txt b/contract-nli/raw/1013687_0000950144-96-001973_document_38.txt deleted file mode 100644 index d24fbeefe38dcd3be5e10e2ab9277fa749bd7854..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1013687_0000950144-96-001973_document_38.txt +++ /dev/null @@ -1,193 +0,0 @@ - 1 - - - EXHIBIT 10.37 - - - - CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT - PERMITTING ACCESS TO SYSTEM DOCUMENTATION - AND DATA FILES FOR DATA CONVERSION - - -THIS CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM -DOCUMENTATION AND DATA FILES FOR DATA CONVERSION (hereinafter referred to as -the "Agreement") is made and entered into as of the last day and year written -below by and between Phoenix International Ltd., Inc., a Florida Corporation, -of 900 Winderley Place, Suite 140, Maitland, Florida 32751 ("Company"), and -the following parties: - - - - - -CLIENT: RECIPIENT: - - -------------------------------------------- ------------------------------------------------------- - - -------------------------------------------- ------------------------------------------------------- - - -------------------------------------------- ------------------------------------------------------- - -Contact: Contact: - ----------------------------------- ----------------------------------------------- - -Telephone: Telephone: - --------------------------------- --------------------------------------------- -(above party is hereinafter to as "Client") (above party is hereinafter referred to as "Recipient") -
- - - - Purpose of Agreement: - -Company has developed, owns, uses, or re-markets certain confidential and -proprietary computer software and related documentation and materials (all of -which shall collectively be referred to hereinafter as "Application Software"), -which Application Software is used to process certain of Client's data pursuant -to a separate license or service agreement between Company and Client. Client -desires that certain of its data being processed by the Application Software be -converted to another software program (hereinafter referred to as the -"Conversion"), and Client desires that Recipient assist with this Conversion. -In order for Recipient to perform Recipient's job functions with Client, Client -desires that Recipient have access to those data files of Client and to those -portions of the documentation for the Application Software which are -specifically identified in Paragraph 1 below (those items identified in -Paragraph 1 shall collectively be hereinafter referred to as the "Confidential -Information"). Recipient, on its own behalf and on behalf of its employees, -agrees to abide by the terms of this Agreement. Company and Client agree to -permit Recipient to have access to the Confidential Information as requested -herein by Client, but only in accordance with the terms of this Agreement. - -Therefore, in consideration of the premises hereof, and other good and valuable -consideration not herein recited but the receipt and sufficiency of which are -hereby acknowledged, the parties hereto agree as follows: - - 2 - -CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT - - - - 1. Grant of Access to Confidential Information. Company and - Client hereby agree to permit Recipient to have access to the - Confidential Information listed below for the sole purpose of - assisting Client with the Conversion, and such access is granted - solely upon the terms and conditions set forth in this Agreement. - This Agreement DOES NOT grant to Recipient the right to have access - to any portion of the Application Software other than the - documentation specifically set forth below. The Confidential - Information to be disclosed is as follows: - -Client data files to be Deconverted: - ----------------------------------------- - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - -Application Software Documentation to be Provided to Recipient: - -------------- - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ - - 2. Confidential Nature of Application Software and Confidential - Information. Recipient acknowledges that the Application Software - and all documentation and related materials are proprietary to - Company and are confidential and constitute a valuable asset of - Company, and that the data files contained in the Confidential - Information are proprietary to Client and are confidential and - constitute a valuable asset of Client. Recipient agrees to - safeguard the Confidential Information, and Recipient shall not - disclose or give access to the Confidential Information to any - person or entity other than those employees of Recipient who have a - need for such access in order to assist Client with Conversion. - - 3. Unauthorized Use. Recipient shall not make any unauthorized - use or disclosure of the Confidential Information and Recipient - shall promptly advise Company and Client in writing if Recipient - learns of any unauthorized use or disclosure of the Confidential - Information or Application Software by anyone, whether an employee, - former employee or agent of Recipient, or others, and shall - immediately take all reasonable steps within Recipient's power to - stop any unauthorized use or disclosure of the Confidential - Information or Application Software by anyone. Recipient shall not, - and it will not permit anyone else, to copy the Confidential - Information or Application Software. - - 4. Termination. In the event an employee of Recipient - terminates his or her employment with Recipient, Recipient agrees to - require such terminated employee to immediately return to Recipient - all copies of the Confidential Information in such employee's - possession at the time of termination of employment. Recipient - shall, upon the earlier occurrence of (i) completion of the tasks - assigned to it by Client which require access to the Confidential - - - 3 - - -CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT - - - Information, or (ii) Recipient's termination of employment with - Client, return to Client all copies of the Confidential Information. - - 5. Injunctive Relief. Recipient acknowledges that the use or - disclosure of the Confidential Information or Application Software - by Recipient (including any of its employees or anyone who obtains - the Confidential Information or Application Software or gains access - thereto from or through Recipient or any of its employees) in a - manner inconsistent with this Agreement will cause Company or Client - as the case may be, irreparable damage. In such event, Company and - Client shall have the right to equitable and injunctive relief to - prevent any unauthorized use or disclosure, and to such damages as - are occasioned by any such unauthorized use or disclosure, including - but not limited to reasonable attorneys' fees and costs incurred in - enforcing Company's or Client's rights hereunder. - - 6. Miscellaneous. This agreement shall be governed by, - interpreted in accordance with, and enforced under the laws of the - State of Florida. Recipient and Client hereby agree and acknowledge - that Company is a benefited third party to this Agreement. - Modification of this Agreement must be in writing and signed by all - parties. - - IN WITNESS WHEREOF, the parties hereto have executed this Addendum in - manner and form sufficient to bind them on the day and year indicated - after their respective execution hereof. - - - CLIENT: RECIPIENT: - - - ---------------------------- ---------------------------- - Authorized Signature Authorized Signature - - - ---------------------------- ---------------------------- - Type or Print Name and Title Type or Print Name and Title - - - ---------------------------- ---------------------------- - Date Date - - - PHOENIX INTERNATIONAL LTD., INC. - - - ---------------------------- - Authorized Signature - - - ---------------------------- - Type or Print Name and Title - - - ---------------------------- - Date \ No newline at end of file diff --git a/contract-nli/raw/1014552_0000950148-01-500497_v71961toex99-d3.txt b/contract-nli/raw/1014552_0000950148-01-500497_v71961toex99-d3.txt deleted file mode 100644 index 2fe6417b4a50ceb060d8ec93b822226fc28dc3b7..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1014552_0000950148-01-500497_v71961toex99-d3.txt +++ /dev/null @@ -1,397 +0,0 @@ - 1 - Exhibit d(3) - - - DTM CORPORATION - 1611 Headway Circle - Building 2 - Austin, Texas 78754-5138 - - - March 17, 2001 - - -3D Systems Corporation -26081 Avenue Hall -Valencia, California 91355 - - - - Confidentiality Agreement - - - -Ladies and Gentlemen: - - In connection with the possible transaction (the "Proposed Transaction") -between DTM Corporation (together with its subsidiaries, "DTM") and 3D Systems -Corporation (together with its subsidiaries, "3D"), and in order to allow DTM -and 3D to evaluate the Proposed Transaction, each of DTM and 3D have and will -deliver to the other party hereto, upon the execution and delivery of this -letter agreement by such other party, certain information about its properties, -employees, finances, businesses and operations (such party when disclosing such -information being the "Disclosing Party" and when receiving such information -being the "Receiving Party"). All information (i) about the Disclosing Party or -(ii) about a third party (which information was provided to the Disclosing Party -subject to a confidentiality agreement with such third party) furnished by the -Disclosing Party or its Representatives (as defined below) to the Receiving -Party or its Representatives, whether furnished before or after the date hereof -in connection with the Proposed Transaction, and regardless of the manner in -which it is furnished, is referred to in this letter agreement as "Evaluation -Material." Evaluation Material shall not include, however, information which (i) -is or becomes generally available to the public other than as a result of a -disclosure by the Receiving Party or its Representatives in violation of this -letter agreement; (ii) was available to the Receiving Party on a nonconfidential -basis prior to its disclosure by the Disclosing Party or its Representatives; -(iii) becomes available to the Receiving Party on a nonconfidential basis from a -person other than the Disclosing Party or its Representatives who is not -otherwise bound by a confidentiality agreement with the Disclosing Party or any -of its Representatives, or is otherwise not known to the Receiving Party to be -under an obligation to the Disclosing Party or any of its Representatives not to -transmit the information to the Receiving Party; or (iv) was independently -developed by the Receiving Party without reference to or use of the Evaluation -Material. For purposes of this letter agreement, (i) "Representative" shall -mean, as to any person, its directors, officers, employees, agents and advisors -(including, without limitation, financial advisors, attorneys and accountants) -and debt and equity financing sources and their advisors and Representatives -(but shall not include any debt and equity financing sources that enter into a -confidentiality agreement reasonably - - - 2 - -acceptable to the Disclosing Party, which either names Disclosing Party as a -third party beneficiary or to which Disclosing Party is made a party, and an -executed copy of which is provided to Disclosing Party); and (ii) "person" shall -be broadly interpreted to include, without limitation, any corporation, company, -partnership, other entity or individual. - - Subject to the immediately succeeding paragraph, unless otherwise agreed to -in writing by the Disclosing Party, the Receiving Party (i) except as required -by law, rule or regulation, shall keep all Evaluation Material confidential, -shall not disclose or reveal any Evaluation Material to any person other than -its Representatives who are actively and directly participating in its -evaluation of the Proposed Transaction or who otherwise need to know the -Evaluation Material for the purpose of evaluating the Proposed Transaction and -shall cause those persons to observe the terms of this letter agreement; (ii) -shall not use Evaluation Material for any purpose other than in connection with -its evaluation of the Proposed Transaction or the consummation of the Proposed -Transaction in a manner that the Disclosing Party has approved; and (iii) except -as required by law, rule or regulation, shall not disclose to any person (other -than those of its Representatives who are actively and directly participating in -its evaluation of the Proposed Transaction or who otherwise need to know for the -purpose of evaluating the Proposed Transaction, which Representatives it shall -cause to observe the terms of this agreement,) any information about the -Proposed Transaction, or the terms or conditions or any other facts relating -thereto, including, without limitation, the fact that discussions are taking -place with respect thereto or the status thereof, or the fact that Evaluation -Material has been made available to the Receiving Party or its Representatives. -The Receiving Party shall be responsible for any breach of the terms of this -letter agreement by it and secondarily responsible for any breach of the terms -of this letter agreement by its Representatives. The parties agree that -notwithstanding the generality of the foregoing, the existence of any -discussions shall not be disclosed in any court, governmental or other similar -proceeding except as expressly permitted herein. - - Notwithstanding the definition of Evaluation Material, nothing contained -herein shall be deemed to prohibit the Disclosing Party or the Receiving Party -from utilizing any information obtained pursuant to discovery or other -mediation, arbitration, court, or administrative proceedings even though such -information also was provided hereunder as Evaluation Material; provided that -neither the Disclosing Party or the Receiving Party shall utilize any Evaluation -Material in connection with such proceeding unless acquired in such proceeding. - - In the event that the Receiving Party or any of its Representatives are -requested pursuant to, or required by, applicable law or regulation (including, -without limitation, any rule, regulation or policy statement of any national -securities exchange, market or automated quotation system on which any of the -Receiving Party's securities are listed or quoted) or by legal process to -disclose any Evaluation Material or any other information concerning the -Disclosing Party or the Proposed Transaction, the Receiving Party shall provide -the Disclosing Party with prompt notice of such request or requirement in order -to enable the Disclosing Party (i) to seek an appropriate protective order or -other remedy, (ii) to consult with the Receiving Party with respect to the -Receiving Party's taking steps to resist or narrow the scope of such request or -legal process, or (iii) to waive compliance, in whole or in part, with the terms -of this letter agreement. In the event that such protective order or other -remedy is not obtained, or the Disclosing Party waives compliance, in whole or -in part, with the terms of this letter agreement, - - - 2 - - 3 - -the Receiving Party or its Representative shall use good faith efforts to -disclose only that portion of the Evaluation Material which is legally required -to be disclosed and to cooperate with the Disclosing Party in its efforts to -obtain reliable assurance that all Evaluation Material that is so disclosed will -be accorded confidential treatment to the fullest extent available. In the event -that the Receiving Party or its Representatives, as the case may be, shall have -complied with the provisions of this paragraph, such disclosure may be made by -the Receiving Party or its Representatives, as applicable, without any liability -hereunder. - - For a period (the "Restricted Period") commencing with the date of this -letter agreement and ending on the earlier of (i) 15 months after the -termination of discussions between the parties with respect to a Proposed -Transaction and (ii) the occurrence of a "Significant Event" (as defined below), -neither party hereto nor any of its Representatives shall, without the prior -written consent of the other party or its board of directors or any committee -thereof delegated the responsibility for such matters: - - (a) acquire, offer to acquire, or agree to acquire, directly or - indirectly, by purchase or otherwise, any voting securities or direct - or indirect rights to acquire any voting securities of the other party - or any subsidiary of the other party, or of any successor to or person - in control of the other party, or any material assets of the other - party or any subsidiary or division of the other party or of any such - successor or controlling person; - - (b) make, or in any way participate, directly or indirectly, in any - "solicitation" of "proxies" to vote (as such terms are used in the - rules of the Securities and Exchange Commission (the "SEC")), or seek - to advise or influence any person or entity with respect to the voting - of any voting securities of the other party; - - (c) make any public announcement with respect to, or submit a proposal or - offer (with or without conditions) in connection with any of the - foregoing; - - (d) form, join or in any way participate in a "group" as defined in - Section 13(d)(3) of the Securities Exchange Act of 1934, as amended - (the "Exchange Act"), in connection with any of the foregoing; - - (e) otherwise act or seek to control or influence the management, Board of - Directors or policies of the other party; - - (f) take any action that could reasonably be expected to require the other - party to make a public announcement regarding the possibility of any - of the events described in clauses (a) through (e) above; or - - - 3 - 4 - - (g) request the other party or any of its Representatives, directly or - indirectly, to amend or waive any provision of this paragraph. - -During the Restricted Period, each party hereto shall promptly advise the other -party of any inquiry or proposal made to it with respect to any of the -foregoing. For purposes of this letter agreement, (i) "Significant Event" shall -mean, with respect to each of the parties hereto, any of (A) the acquisition by -any person or "13D Group" (as defined below) of beneficial ownership of "Voting -Securities" (as defined below) of such party representing 15% or more of the -then outstanding Voting Securities of such party; (B) the announcement or -commencement by any person or 13D Group of a tender or exchange offer to acquire -Voting Securities of such party which, if successful, would result in such -person or 13D Group owning, when combined with any other Voting Securities of -such party owned by such person or 13D Group, 15% or more of the then -outstanding Voting Securities of such party; or (C) the entry into by such -party, or determination by such party to seek to enter into, any merger, sale or -other business combination transaction pursuant to which the outstanding shares -of common stock of such party would be converted into cash or securities of -another person or 13D Group or 50% or more of the then outstanding shares of -common stock of such party would be owned by persons other than the then current -holders of shares of common stock of such party, or which would result in all or -a substantial portion of such party's assets being sold to any person or 13D -Group; (ii) "Voting Securities" shall mean, with respect to each party hereto, -at any time shares of any class of capital stock of such party which are then -entitled to vote generally in the election of directors; provided, that for -purposes of this definition any securities which at such time are convertible or -exchangeable into or exercisable for shares of common stock of such party shall -be deemed to have been so converted, exchanged or exercised; and (iii) "13D -Group" shall mean, with respect to the Voting Securities of each party hereto, -any group of persons formed for the purpose of acquiring, holding, voting or -disposing of such Voting Securities which would required under Section 13(d) of -the Exchange Act and the rules and regulations thereunder to file a statement on -Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) -of the Exchange Act if such group beneficially owned Voting Securities -representing more than 5% of the total combined voting power of all such Voting -Securities then outstanding. - - For a period of two (2) years subsequent to the termination of discussions -between the parties with respect to the Proposed Transaction, neither party -shall, without prior written consent of the other party, directly or indirectly -solicit for hire, any person currently employed by the other party (or any of -its subsidiaries); provided, however, that the foregoing provision shall not -prevent either party, without such consent, from employing any employee who (i) -contacts the hiring party directly at his or her own initiative without any -direct or indirect solicitation by or encouragement from the hiring party or -(ii) responds to a mass media solicitation or advertisement consistent with the -hiring party's past practices that is not directed at employees of the other -party. - - To the extent that any Evaluation Material may include material subject to -the attorney-client privilege, work product doctrine or any other applicable -privilege concerning pending or threatened legal proceedings or governmental -investigations, the parties understand and agree that they have a commonality of -interest with respect to such matters and it is their desire, intention and -mutual understanding that the sharing of such material is not intended to, and -shall not, waive or diminish in any way the confidentiality of such material or -its continued - - 4 - - 5 - -protection under the attorney-client privilege, work product doctrine or other -applicable privilege. All Evaluation Material provided by a party that is -entitled to protection under the attorney-client privilege, work product -doctrine or other applicable privilege shall remain entitled to such protection -under these privileges to the fullest extent available under applicable law. -Nothing in this letter agreement obligates any party to reveal material subject -to the attorney-client privilege, work product doctrine or any other applicable -privilege. - - If either party hereto shall determine that it does not wish to proceed -with the Proposed Transaction, such party shall promptly advise the other party -of that decision. In that case, or in the event that the Disclosing Party, in -its sole discretion, so requests or the Proposed Transaction is not consummated -by the Receiving Party, the Receiving party shall, upon the Disclosing Party's -written request, promptly deliver to the Disclosing Party all Evaluation -Material, and, at the Receiving Party's election, return or destroy (provided -that any such destruction shall be certified by a duly authorized Representative -of the Receiving Party) all copies, reproductions, summaries, analyses or -extracts thereof, including any electronic or computer file copies, or based -thereon in the Receiving Party's possession or in the possession of any -Representative of the Receiving Party. - - Subject to the terms and conditions of a definitive agreement regarding the -Proposed Transaction and without prejudice thereto, each party hereto -acknowledges that neither it nor its Representatives nor any of the officers, -directors, employees, agents or controlling persons of such Representatives -makes any express or implied representation or warranty as to the completeness -of the Evaluation Material. The Receiving Party shall not be entitled to rely on -the completeness of any Evaluation Material, but shall be entitled to rely -solely on such representations and warranties regarding the completeness of the -Evaluation Material as may be made to it in any definitive agreement relating to -the Proposed Transaction, subject to the terms and conditions of such agreement. - - Until a definitive agreement regarding the Proposed Transaction has been -executed by the parties hereto and subject to the terms and conditions of that -certain letter agreement dated as of March 17, 2001 between the company and the -Interested Party (the "Exclusivity Agreement"), neither party hereto shall be -under any legal obligation or have any liability to the other party of any -nature whatsoever with respect to the Proposed Transaction by virtue of this -letter agreement or otherwise (other than with respect to the confidentiality -and other matters set forth herein). Subject to the terms and conditions of the -Exclusivity Agreement, each party hereto and its Representatives (i) may conduct -the process that may or may not result in the Proposed Transaction in such -manner as such party, in its sole discretion, may determine (including, without -limitation, negotiating and entering into a definitive agreement with any third -party without notice to the other party) and (ii) reserves the right to change -(in its sole discretion, at any time and without notice to such other party) the -procedures relating to the consideration of the Proposed Transaction (including, -without limitation, terminating all further discussions with the other party and -requesting that such other party return or destroy the Evaluation Material as -described above). - - Without prejudice to the rights and remedies otherwise available to either -party hereto, each party shall be entitled to equitable relief by way of -injunction or otherwise if the other party or any of its Representatives breach -or threaten to breach any of the provisions of this - - - 5 - - 6 - -letter agreement. In the event of litigation relating to this letter agreement, -if a court of competent jurisdiction determines in a final order from which -there is no appeal that this letter agreement has been breached by a party or by -its Representatives, the breaching party or the party whose Representatives have -breached this letter agreement, as the case may be, will reimburse the other -party for its costs and expenses (including, without limitation, reasonable -legal fees and expenses) incurred in connection with the enforcement of this -letter agreement and such litigation. - - It is further understood and agreed that no failure or delay by either -party hereto in exercising any right, power or privilege hereunder shall operate -as a waiver thereof, nor shall any single or partial exercise thereof preclude -any other or further exercise thereof or the exercise of any right, power or -privilege hereunder. - - This letter agreement shall be governed by and construed in accordance with -the laws of the State of Texas, without giving effect to its principles or rules -regarding conflicts of laws, other than such principles directing application of -Texas law. - - This letter agreement contains the entire agreement between the parties -hereto concerning confidentiality of the Evaluation Material, and no -modification of this letter agreement or waiver of the terms and conditions -hereof shall be binding upon either party hereto, unless approved in writing by -each such party. This letter agreement supersedes and replaces the Mutual -Non-Disclosure Agreement dated January 25, 2000 entered into previously between -the parties; provided that the restrictions imposed by such previous letter -agreement shall remain in effect for periods prior to the date hereof. - - Please confirm your agreement with the foregoing by signing and returning -to the undersigned the duplicate copy of this letter enclosed herewith. - - - DTM CORPORATION - - - By: /s/ Anthony Mariotti - -------------------------------------------- - Name: Anthony Mariotti - Title: Director, Member of Special Committee - - - - - -ACCEPTED AND AGREED as of - the date hereof: - -3D SYSTEMS CORPORATION - - -By: /s/ Brian K. Service - --------------------------------------------- - Name: Brian K. Service - Title: President and Chief Executive Officer - - - - 6 - - - 7 - - - - ACKNOWLEDGEMENT SIGNATURE PAGE FOR 3D - DEBT AND EQUITY FINANCING SOURCES - - - The undersigned hereby agrees to be bound the terms of the letter agreement -between DTM Corporation and 3D Systems Corporation to which this acknowledgement -page is attached. - - ----------------------- -Name of Representative - - -By: - ------------------- -Name: - ---------------- -Title: - ---------------- -Dated: - ---------------- - - - - - - - - - - - - 7 \ No newline at end of file diff --git a/contract-nli/raw/1014959_0000950116-96-000618_document_7.txt b/contract-nli/raw/1014959_0000950116-96-000618_document_7.txt deleted file mode 100644 index 55192a45d2934b642ddef470b337550f4a24d028..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1014959_0000950116-96-000618_document_7.txt +++ /dev/null @@ -1,245 +0,0 @@ - - - - - MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT - (PRE-RELEASE PRODUCT-GENERAL) - - IMPORTANT: PLEASE COMPLETE THIS FORM AND RETURN IT TO MICROSOFT AT THE -ADDRESS BELOW: - - Upon receipt by Microsoft Corporation ("MS") of this Agreement, signed -and completed by the individual or organization indicated below ("Recipient"), -MS may elect, at MS' sole discretion, to provide Recipient with a pre-release -copy of the MS product MSN Software Development Kit, and related documentation -and information (collectively the "Product"). MS may, in its sole discretion, -also provide further pre-releases of the Product or related information to -Recipient hereunder, in which case such further pre-releases and related -information shall also be covered hereunder as "Product". - - 1, GRANT OF LICENSE. - - (a) MS grants to Recipient a limited, non-exclusive, nontransferable, -royalty-free license to use up to five copies of the executable Product code on -CPU's residing at Recipient's premises solely to test the compatibility of -Recipient's application or other product(s) ("Application") which operate in -conjunction with the Product and to evaluate the Product for the purpose of -providing feedback thereon to MS. All other rights are reserved to MS. Recipient -shall not rent, lease, sell, sublicense, assign, or otherwise transfer the -Product, including any accompanying printed materials. Recipient may not reverse -engineer, decompile or disassemble the Product except to the extent that this -restriction is expressly prohibited by applicable law. MS and its suppliers -shall retain title and all ownership rights to the Product. - - (b) Recipient agrees to provide reasonable feedback to MS, including -but not limited to beta reports, usability, bug reports and test results, with -respect to the Product testing. Recipient will use reasonable efforts to review -and comment on all documentation supplied. All bug reports, test results and -other feedback made by Recipient shall be the property of MS and may be used by -MS for any purpose. Due to the nature of the development work, MS is not certain -as to when errors or discrepancies in the Products may be corrected. - - (c) Recipient may disclose the Product only to its employees who have a -need to know in order to accomplish the purposes identified in Section l(a), and -such employees' use of the Product shall take place solely at Recipient's site. -Recipient will have executed appropriate written agreements with its employees -sufficient to enable it to comply with the terms of this Agreement. - - - - 2. REDISTRIBUTABLE COMPONENTS. MS further grants to recipient the -following non-exclusive, nontransferable, royalty-free rights with respect to -the sample and redistributable code listed in the readme.txt file. - - (a) Subject to Section 2(b) below, to reproduce and distribute test -version of Recipient's Application for use on The Microsoft Network ("MSN") -created using the Product to MSN users provided you identify such Application as -"BETA" and that you comply with Section 2(c), below. - - (b) To modify the sample code provided with the Product and to -reproduce and distribute such modifications in object code form for use on The -Microsoft Network to MSN users provided you identify such Application as "BETA" -and that you comply with Section 2(c), below. - - (c) if you redistribute your Application as allowed under this -Agreement, you must: (1) distribute the Product only in conjunction with and as -part of your Application which is designed, developed and tested to operate on -MSN; (2) not make any statements to the effect or which imply that your -Application is "certified" by MS or that its performance is guaranteed by MS; -(3) not use MS' name, logo, or trademarks to market your Application; and (4) -agree to indemnify, hold harmless, and defend MS and its suppliers from and -against any claims or lawsuits, including attorney's fees, that arise or result -from your distribution of the Application. - - (d) The Product shall not be used, modified, reproduced except as -provided above and you agree to destroy or erase the copy of the Product upon -MS' release of the Product in final form. - - 3. TERM OF AGREEMENT. The term of this Agreement shall commence on the -Effective Date and shall continue until terminated by MS in writing at any time, -with or without cause. This Agreement will terminate without notice upon the -commercial release of the Product. Upon the termination of this Agreement, -Recipient shall promptly return to MS. or certify destruction of, all full or -partial copies of the Product and related materials provided by MS. Section 6 -shall survive termination or expiration of this Agreement with respect to any -information that has not been made public by MS as of the commercial release of -the Product. - - 4. COST OF TESTING. There is no charge to Recipient for testing of the -Product. MS shall bear all transportation expenses relating to the shipment of -the Product to Recipient's place of business and Recipient will pay any return -transportation expenses. - - - - - - - - - - - - 5. PRODUCT MAINTENANCE. MS is not obligated to provide maintenance or -updates to Recipient for the Product. However, any maintenance or updates -provided by MS shall be covered by this Agreement. - - 6. CONFIDENTIALITY. The Product and related information is proprietary -and confidential information to MS and its suppliers. Recipient agrees not to -disclose or provide the Product, documentation, or any related information -(including the Product features or the results of use or testing) to any third -party or use the Product for any purpose other than as provided in this -Agreement. However, Recipient may disclose confidential information in -accordance with judicial or other governmental order, provided Recipient shall -give MS reasonable written notice prior to such disclosure and shall comply with -any applicable protective order or equivalent. Further, Recipient shall not be -obligated to maintain the confidentiality of information which Recipient can -prove (1) is already known to Recipient without an obligation to maintain the -same as confidential; (2) becomes publicly known through no wrongful act of -Recipient; (3) is rightfully received from a third party without breach of an -obligation of confidentiality owed to MS; or (4) is independently developed by -Recipient. This provision shall survive the termination or expiration of this -Agreement with respect to any information that has not been made public by MS as -of the commercial release of the Product. - - 7. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The -Product constitutes pre-release code and may be changed substantially before -commercial release. The PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY -KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER -DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES -OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE -ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND -DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY -APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY -CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES -WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS -PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY -LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE -PRODUCT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. -BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF -LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT -APPLY TO RECIPIENT. - - - - 8. GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be governed by -the laws of the State of Washington and Recipient further consents to -jurisdiction by the state and federal courts sitting in the State of Washington. -If either MS or Recipient employs attorneys to enforce any rights arising out of -or relating to this Agreement, the prevailing party shall be entitled to recover -reasonable attorneys' fees. - - 9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product is provided with -RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject -to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in -Technical Data and Computer Software clause of DFARS 252.227-7013 or -subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted -Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft -Corporation, One Microsoft Way, Redmond, WA 98052-6399. - - 10. EXPORT RESTRICTIONS. Recipient acknowledges that the Product -licensed hereunder is subject to the export control laws and regulations of the -U.S.A., and any amendments thereof. Recipient confirms that with respect to the -Product, it will not export or re-export it, directly or indirectly, either to -(i) any countries that are subject to U.S.A export restrictions (currently -including, but not necessarily limited to, Cuba, the Federal Republic of -Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya, North Korea, South -Africa (military and police entities), and Syria), (ii) any end user who -Recipient knows or has reason to know will utilize them in the design, -development or production of nuclear, chemical or biological weapons; or (iii) -any end user who has been prohibited from participating in the U.S.A. export -transactions by any federal agency of the U.S.A. government. Recipient further -acknowledges that the Product may include technical data subject to export and -re-export restrictions imposed by U.S.A. law. - - 11. ENTIRE AGREEMENT. This Agreement constitutes the complete and -exclusive agreement between MS and Recipient with respect to the subject matter -hereof, and supersedes all prior oral or written understandings, communications -or agreements not specifically incorporated herein. This Agreement may not be -modified except in a writing duly signed by an authorized representative of MS -and Recipient. - - 12. PARTIES BOUND. If "Company Name" or a company address is filled in -below, then the individual signing this Agreement represents that he/she has -authority to execute this agreement on behalf of such company and agrees that -Product (and any copies thereof) shall remain on the company premises, unless -otherwise agreed by MS. - - - IN WITNESS WHEREOF. Recipient has caused this Agreement to he executed -by its duly authorized representative. - - - - - ------------------------------------------------- -Beta Site ID - - ------------------------------------------------- -Company Name - - ------------------------------------------------- -Alpha Site Contact/Tester (Recipient) - - ------------------------------------------------- -Company Authorized Representative's Signature - - ------------------------------------------------- -Print Authorized Signature and Title - - ------------------------------------------------- -Physical Address (No P.O. Boxes) - - ------------------------------------------------- -City, State, Zip - - ------------------------------------------------- -Phone Number - - ------------------------------------------------- -Microsoft Network Member ID - - ------------------------------------------------- -Date - - - ---------------------------- -RETURN TO: -WPG Beta Group Address. -Microsoft Corporation -Attn: -One Microsoft Way -Redmond, WA 98052-6399 - ---------------------------- \ No newline at end of file diff --git a/contract-nli/raw/1016503_0000929624-00-000894_0010.txt b/contract-nli/raw/1016503_0000929624-00-000894_0010.txt deleted file mode 100644 index 2cb9ace214264158fb5cd1e79eade0f68f4497f0..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1016503_0000929624-00-000894_0010.txt +++ /dev/null @@ -1,229 +0,0 @@ - - - EXHIBIT (d)(2) - - Non-Disclosure Agreement - -This Non-Disclosure Agreement (the "Agreement") is entered into as of the 5th -day of June, 2000, by and between Kaplan, Inc. located at 888 Seventh Avenue, -New York, New York 10106 ("Kaplan") and Quest Education Corporation located at - ------ -1400 Hembree Road, Suite 100, Roswell, Georgia 30076 ("Company"). - ------- - -In order to pursue a potential strategic alliance, acquisition or other business -relationship, Kaplan and Company recognize that there is a need to disclose to -each other certain confidential information of each party to be used solely for -the purpose of evaluating this opportunity. - -Each party intends to protect such confidential information of the other party -from unauthorized use and disclosure. In consideration of the disclosures, the -parties hereby agree as follows: - -1. This Agreement shall apply to: (a) confidential or proprietary exchanged -material and information (in written, taped or computerized form or format) that -is clearly and prominently marked "Proprietary or "Confidential" or that is not -so marked but, by its nature, is such that it reasonably should be held in -confidence, including, but not limited to, technical, developmental, marketing, -editorial, sales, operating, performance, cost, know-how, computer programming -techniques, and any new or planned programs and services; (b) the existence and -substance of oral and written communications between the parties about the -potential strategic alliance, acquisition or other business relationship; and -(c) the existence of the discussions between Company and Kaplan about the -potential strategic alliance, acquisition or other business relationship. -(Subparagraphs (a), (b) and (c) above hereinafter referred to collectively as -"Confidential Information.") -------------------------- - -2. Each party agrees to hold the other's Confidential Information in confidence -and to use it solely for the purposes contemplated herein and agrees further -that the Confidential Information shall not be used for any other purpose nor -disclosed to any third party without the prior written consent of the other -party. Each party agrees it shall apply the same level of confidential -treatment to the other party's Confidential Information as it does to its own -Confidential Information. - -3. The parties may disclose the Confidential Information to their respective -officers, directors, employees, attorneys, subsidiaries and affiliates working -in connection with the purpose for which the Confidential Information is -disclosed but only to the extent necessary to carry out that purpose and subject -to all requirements of confidentiality set forth in this Agreement. The party -receiving the Confidential Information (the "Receiving Party") may also disclose - --------------- -Confidential Information to a third party pursuant to paragraph 4(g) below and -subject to the notice provision set forth therein. - -4. The obligations under this Agreement shall not apply to information that is -at any time: (a) already known to the Receiving Party at the time it is -disclosed to the Receiving Party; (b) publicly known through no wrongful act of -the Receiving Party; (c) rightfully received from a third party without -restriction on disclosure and without breach of this Agreement; (d) -independently developed by the Receiving Party; (e) approved for release by - - -written authorization of the party disclosing the Confidential Information (the -"Disclosing Party"); (f) furnished by the Disclosing Party to a third party - ---------------- -without written restriction on disclosure; or (g) disclosed pursuant to a -requirement of a governmental agency or of law, provided, however, that, to the - -------- ------- -extent viable under the circumstances, the party subject to the disclosure -requirement has notified the Disclosing Party in advance of such disclosure and -the Disclosing Party has had an opportunity to seek a protective order or other -appropriate remedy and the party subject to the disclosure requirement has -reasonably cooperated with such efforts; and provided further, however, that the - -------- ------- ------- -Receiving Party furnish only that portion of the Confidential Information that -is legally required to be so disclosed. - -5. The Receiving Party shall not reverse engineer, disassemble, decompile, or -otherwise analyze, restructure and/or copy or in any way recreate in whole or in -part any Confidential Information of the Disclosing Party. - -6. If any party provides any of the other parties with written notification of -its request for return of its Confidential Information, then the other -party(ies) shall promptly return (unless destroyed pursuant to the immediately -following sentence) to the notifying party all materials and information -comprising the notifying party's Confidential Information, including any and all -copies, facsimiles and reproductions thereof, and any other material containing -or reflecting any materials or information in the Confidential Information. All -other documents, memoranda, notes and other writings whatsoever prepared by the -Receiving Party or the Receiving Party's representatives based on the materials -or information in the Confidential Information shall be destroyed and such -destruction shall be confirmed in writing to the notifying party. - -7. All right, title and interest in and to the Confidential Information and -intellectual property produced based on the Confidential Information is and -shall remain the sole property of the Disclosing Party. Subject only to the -Receiving Party's limited use of the Confidential Information for the purpose -set forth above in this Agreement, the Receiving Party acknowledges and agrees -that nothing in this Agreement shall be construed as granting any rights, -license or otherwise, to any Confidential Information disclosed pursuant to this -Agreement, and the Receiving Party shall not violate any of the Disclosing -Party's intellectual property or other rights in or to the Confidential -Information. - -8. The parties hereby acknowledge that disclosure of any Confidential -Information in violation of the terms hereof would cause irreparable harm to the -Disclosing Party. Without prejudice to the rights and remedies otherwise -available, each party is entitled to equitable relief through injunction if the -other party or any of its employees, agents or representatives breaches any -provision of this Agreement. - -9. The parties acknowledge that each has endeavored to include in the -Confidential Information information which it believes to be reliable and -relevant for the purpose first set forth above, however each party understands -and acknowledges that neither party nor any of their respective representatives -made or makes any representation or warranty as to the accuracy or completeness -of the Confidential Information. The parties further agree that neither party -nor any of their respective representatives shall have any liability to the -other party or any of such other party's representatives resulting from the use -or contents of the Confidential Information or from any action taken or inaction -occurring in reliance on the - - 2 - - -Confidential Information. - -10. This Agreement shall remain in effect for a period of one (1) year from the -effective date hereof. - -11. Each party acknowledges and agrees that nothing in this Agreement shall -impose upon any party any obligation to consummate a transaction or to enter -into any discussions or negotiations with respect thereto. Further, each party -understands that the other party may now market or have under development -products and/or services which are competitive with the products or services now -offered or which may be offered in the future by its own company. Subject to -the terms and conditions of this Agreement, discussions and/or communications -between the parties hereto will not serve to impair the right of each party to -develop, make, use, procure and/or market products or services now or in the -future which may be competitive with those offered by the other party nor -require either party to disclose any planning or other information to the other -party, provided none of the foregoing activities violate the terms of this -Agreement. - -12. Any notice or other communication made or given by either party in -connection with this Agreement shall be sent via registered or certified mail, -postage prepaid, return receipt requested; by facsimile transmission, with -confirmation of receipt; or by overnight courier service to the other party as -follows: - - If to Kaplan: If to Company: - - Ross Hamachek Vince Pisano - ----------------------------- - Kaplan, Inc. Quest Education Corp. - ----------------------------- - 888 Seventh Avenue, 23rd Fl. 1400 Hembree Road #100 - ----------------------------- - New York, NY 10106 Roswell, GA 30076 - ----------------------------- - Facsimile: 212-492-5860 - - Copy to: Copy to: - - Veronica Dillon, Esq. Morris Brown, Esq. - ----------------------------- - General Counsel Greenberg Traurig - ----------------------------- - Kaplan , Inc. 777 S. Flagler Dr. #300-E - ----------------------------- - 888 Seventh Avenue, 23rd Fl. West Palm Beach, FL 33401 - ----------------------------- - New York, NY 10106 - ----------------------------- - Facsimile: 212-492-5860 - - Any party may by notice as set forth in this paragraph change the address -to which further notices to it shall be mailed. - -13. This Agreement shall be governed by and construed in accordance with the -laws of the State of New York without regard to conflict of laws principles. -The parties hereby consent and submit to personal jurisdiction of courts -situated in New York County, New York, and all disputes arising in connection -with the Agreement shall be heard only by a court of competent subject matter -jurisdiction situated in New York County, New York. - - 3 - - -14. This Agreement constitutes the entire understanding between the parties in -connection with the subject matter hereof and supersedes and replaces all prior -discussions, understandings and agreements (oral or written) related thereto. -No amendment or modification of this Agreement shall be valid or binding on the -parties unless made in writing and signed on behalf of each of the parties by -its authorized officer or representative. - -15. Neither party may assign or transfer, in whole or in part, any of its -rights, obligations or duties under this Agreement. - -16. The failure or delay of either party to enforce at any time any provision -of this Agreement shall not constitute a waiver of such party's right thereafter -to enforce each and every provision of this Agreement. If any provision of this -Agreement is held to be invalid, illegal, void, or unenforceable, then such -provision shall be modified by the proper court or other authority to the extent -necessary and possible to make such provision enforceable, and such modified -provision and all other provisions of this Agreement shall be given effect -separately from the provision or portion thereof determined to be invalid, -illegal, void or unenforceable and shall not be affected thereby. - -17. This Agreement may be executed (including by facsimile transmission) with -counterpart signature pages or in several counterparts, each of which shall be -deemed an original and all of which shall together constitute one and the same -instrument. - - -IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed -as of the date written above. - -QUEST EDUCATION CORPORATION: KAPLAN, INC.: - -By: Vince Pisano By: Ross Hamachek - ------------------------------- ------------------------------ - (signature) (signature) -Name: Vince Pisano Name: Ross Hamachek -Title: V.P. - CFO Title: Senior Vice President - and Chief Financial Officer - - 4 \ No newline at end of file diff --git a/contract-nli/raw/1017358_0001017358-97-000002_document_4.txt b/contract-nli/raw/1017358_0001017358-97-000002_document_4.txt deleted file mode 100644 index 1176575d95c04c4e0abbd45cdbc6e7e66a1217e8..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1017358_0001017358-97-000002_document_4.txt +++ /dev/null @@ -1,161 +0,0 @@ - - EXHIBIT D - - - FORM OF - CONFIDENTIALITY AGREEMENT - - - THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), made -effective as of the ____________ day of _________, 199 , by and between Sprint -Spectrum L.P., a Delaware limited partnership ("Sprint Spectrum"), whose address -is 4717 Grand Avenue, 5th Floor, Kansas City, Missouri 64112, and , a , whose -address is , is to assure the protection and preservation of the confidential -and/or proprietary nature of information to be disclosed or made available to -each other pursuant to or in connection with the transactions contemplated by, -the Credit Agreement dated as of October 2, 1996 (the "Credit Agreement"), by -and among Spring Spectrum, the lenders named therein and Northern Telecom Inc., -as agent. - - NOW, THEREFORE, in reliance upon and in consideration of the -following undertakings, the parties, for themselves, or for any corporation, -partnership, association, joint stock company, limited liability company, -limited liability partnership, or trust directly or indirectly controlling, -controlled by or under common control of such party, or a more than 50% owned -subsidiary of such party (its "Affiliates"), agree as follows: - - - - - - - 1. Scope. For purposes of this Agreement, the "Proprietary -Information" of a party disclosing information (the "Discloser") means any and -all information, including, without limitation, all oral, written, graphical, -and electronic information disclosed to the party receiving the information (the -"Recipient") pursuant to, or in connection with the transactions contemplated -by, the Credit Agreement, whether delivered to the Recipient directly by the -Discloser or indirectly through an agent of the Discloser or Recipient. - - 2. Limitation. The term "Proprietary Information" does not -include information which: (a) has been or may in the future be published or is -now or may in the future be otherwise in the public domain through no fault of -the Recipient; (b) prior to disclosure pursuant to this Agreement is properly -within the legitimate possession of the Recipient; (c) subsequent to disclosure -pursuant to this Agreement, is lawfully received from a third party having -rights in the information without restriction of the third party's right to -disseminate the information and without notice of any restriction against its -further disclosure; (d) is independently developed by the Recipient through -parties who have not had, either directly or indirectly, access to or knowledge -of such Proprietary Information; (e) is approved for disclosure by prior written -permission of an authorized signatory of Discloser; or (f) is obligated to be -produced by law or under order of a court of competent jurisdiction or other -similar requirement of a governmental agency, or is required to be disclosed to, -or is requested by, the Recipient's outside auditors or examiners in connection -with an audit or examination or so long as the party required to disclose the -information provides the other party with prior written notice of any required -disclosure pursuant to such law, order or requirement. - - 3. Use. Each party agrees to use the Proprietary Information -received from the other party only for the purpose of the servicing or -protection of its interests in respect of the Loans, the Credit Agreement and -the Loan Documents (each as defined in the Credit Agreement). No other rights, -and particularly licenses, trademarks, inventions, copyrights, patents, or any -other intellectual property rights are implied or granted under the Credit -Agreement or this Agreement or by the conveying of Proprietary Information -between the parties. Each party agrees that the other may disclose Proprietary -Information received by it to its Affiliates, employees not permitted under the -Credit Agreement and agents, subject to the terms of this Agreement. - - 4. Reproduction. Proprietary Information supplied is not to -be reproduced in any form except as required to accomplish the intent of this -Agreement. - - 5. Duty of Care. All Proprietary Information must be retained -by the Recipient in accordance with its customary procedures for handling -confidential information of this nature and disclosed only to the Recipient's -Affiliates or employees (or , attorneys, accountants and agents who have a -non-disclosure obligation at least as restrictive as this Agreement) who need to -know such information for purposes of the servicing or protection of its -interest in respect of the Loans, the Credit Agreement and the Loan Documents -(each as defined under the Credit Agreement) and the transactions contemplated -thereby and to such third parties as the Discloser has consented to by prior -written approval. In addition, the Recipient must provide the same care to avoid -disclosure not permitted under the Credit Agreement or unauthorized use of the -Proprietary Information as it provides to protect its own similar proprietary -information. - - 6. Ownership. All Proprietary Information, unless otherwise -specified in writing, (a) remains the property of the Discloser, and (b) must be -used by the Recipient only for the purpose stated herein. Upon termination of -this Agreement, all copies of written, recorded, graphical or other tangible -Proprietary Information must either be returned to the Discloser, or destroyed -(i) after the Recipient's need for it has expired or (ii) upon the request of -the Discloser. At the request of the Discloser, the Recipient will furnish a -certificate of an officer of the Recipient certifying that any Proprietary -Information not returned to Discloser has been destroyed. - - 7. Right to Disclose. Each party warrants that it has the -right to disclose all Proprietary Information which it will disclose to the -other party pursuant to this Agreement, and each party agrees to indemnify and -hold harmless the other from all claims by a third party related to the wrongful -disclosure of such third party's information. Otherwise, neither party makes any -representation or warranty, express or implied, with respect to any Proprietary -Information. Neither party is liable for indirect, incidental, consequential, or -punitive damages of any nature or kind resulting from or arising in connection -with this Agreement. - - 8. Right to Enjoin Disclosure. The parties acknowledge that a -Recipient's unauthorized disclosure or use of Proprietary Information may result -in irreparable harm. Therefore, the parties agree that, in the event of -violation or threatened violation of this Agreement, without limiting any other -rights and remedies of each other, a temporary restraining order and/or an -injunction to enjoin disclosure of Proprietary Information may be sought against -the party who has breached or threatened to breach this Agreement and the party -who has breached or threatened to breach this Agreement will not raise the -defense of an adequate remedy at law. - - 9. Disclosure to Third Parties. All media releases and pubic -announcements or disclosures by either party relating to this Agreement, its -subject matter or the purpose of this Agreement are to be coordinated with and -consented to by the other party in writing prior to the release or announcement. - - 10. No Partnership or Joint Venture Formed. The exchange of -any Proprietary Information between the parties is not intended to be -interpreted that the parties have formed or will form a partnership, joint -venture or other relationship. Any business relationship between the parties, if -any, must be governed by separate agreement. - - 11. General. (a) This Agreement is governed and construed -under the laws of the State of Missouri and there are no understandings, -agreements or representations, express or implied, not specified herein. (b) -Except for subsection 9.13 of the Credit Agreement, this Agreement represents -the entire understanding between the parties with respect to the confidentiality -and disclosure of Proprietary Information, and the terms of this Agreement -supersede the terms of any prior agreements or understandings, written or oral -with respect thereto. (c) This Agreement may not be amended except in a writing -signed by the parties. (d) The provisions of this Agreement are to be considered -as severable, and in the event that any provision is held to be invalid or -unenforceable, the parties intend that the remaining provisions will remain in -full force and effect. (e) Captions in this Agreement are for ease of reference -only and should not be considered in the construction of this Agreement. (f) -There are no third party beneficiaries to this Agreement. (g) Failure by a party -to enforce or exercise any provision, right or option contained in this -Agreement will not be construed as a present or future waiver of such provision, -right or option. - - IN WITNESS THEREOF, the parties have executed this Agreement -as of the effective date stated above. - - - -SPRINT SPECTRUM L.P. ______________________________ - - - -By: By: -Name: Name: -Title: Title: - - - \ No newline at end of file diff --git a/contract-nli/raw/1017545_0001012870-97-001500_document_2.txt b/contract-nli/raw/1017545_0001012870-97-001500_document_2.txt deleted file mode 100644 index 28e6e1f76bc0323bbc6c6ad0f6c3f75e498ac2c9..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1017545_0001012870-97-001500_document_2.txt +++ /dev/null @@ -1,95 +0,0 @@ - - - EXHIBIT E: NON-DISCLOSURE AGREEMENT - BETWEEN PBIS AND SOLOPOINT, INC. - AND PACIFIC BELL AND SOLOPOINT, INC. - - -1- - - - CONFIDENTIAL NON-DISCLOSURE AGREEMENT - - -This agreement is made on August 21, 1996 between SoloPoint, Inc., a California -corporation ("SoloPoint") and Pacific Bell Information Services ("PBIS"). - - 1. Purpose. Company and SoloPoint wish to explore a business - ------- -possibility under which each party may disclose its Confidential Information to -the other party. - - 2. Definition. "Confidential Information" means any information, - ---------- -technical data, or know-how, including, but not limited to that which relates to -research, products, software, services, development, inventions, processes, -designs, drawings, formulas, engineering, marketing, finances, financial models, -and business plans, which Confidential Information is designated in writing to -be confidential or proprietary, or if given orally, is confirmed promptly in -writing as having been disclosed as confidential or proprietary. Confidential -Information does not include information, technical data, or know-how (i) is in -the possession of the receiving party at the time of disclosures shown by the -receiving party's files and records immediately prior to the time of disclosure; -or (ii) prior to or after the time of disclosure becomes part of the public -knowledge or literature, not as a result of any inaction or action of the -receiving party, or (iii) is required by law to be disclosed by the receiving -party; (iv) is independently developed by the receiving party without -utilization of the Confidential Information. - - 3. Non-Disclosure of Confidential Information. Each party agrees - ------------------------------------------ -not to use the Confidential Information disclosed to it by the other party for -its own use or for any purpose except to carry out discussions concerning the -completion of any business relationship between the two. Each party will not -disclose the Confidential Information of the other party to third parties or to -its employees except employees who are required to have the information in order -to carry out the contemplated business. Each party will have employees to whom -Confidential Information of the other party is disclosed sign a Non-Disclosure -Agreement in content substantially similar to this agreement if such persons -have not already signed such agreements obligating them to hold the Confidential -Information in confidence. Each party agrees that it will take all reasonable -steps to protect the secrecy of and avoid disclosure or use of Confidential -Information of the other party on order to prevent of unauthorized falling into -the public domain or the possession of unauthorized persons. Each agrees to -immediately notify the other party in writing of any misuse or misappropriation -of such Confidential Information of the other party which may come to its -attention. - - 4. Return of Information. Upon request of the disclosing party, - --------------------- -the receiving party agrees to promptly return all documents furnishes to it by -the disclosing party, together with all copies thereof in its possession. - - 5. Term. The term of this Agreement shall be five (5) years. - ---- - - -1- - - - 6. General Provisions. This Agreement will be governed by the - ------------------ -laws of the State of California. This Agreement will be binding upon the -successors of each party, and will be for the benefit of each party, its -successors, and its assigns. Each party agrees that it would be difficult to -measure the damage to such party from the breach of the other party's -obligations hereunder, that injury to such party from any such breach would be -impossible to calculate, and that monetary damages would therefor be an -inadequate remedy; accordingly, each party agrees that the other party shall be -entitled, in addition to all other remedies it might have, to injunctions or -other appropriate orders to restrain any such breach without showing or proving -any actual damage. - - IN WITNESS WHEREOF, the parties have executed this Agreement as of -the date and year written above. - -Company: - -Pacific Bell Information Services SoloPoint, Inc. - - -By: By: - ---------------------------------- ---------------------------------- - -Title: Title: - ------------------------------- ------------------------------- - - -2- diff --git a/contract-nli/raw/1018761_0000950130-96-004285_document_6.txt b/contract-nli/raw/1018761_0000950130-96-004285_document_6.txt deleted file mode 100644 index b6372d891997966c39fab6fe2221fa4439529751..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1018761_0000950130-96-004285_document_6.txt +++ /dev/null @@ -1,58 +0,0 @@ - - - [LOGO] - - TeleService Resources - - TELESERVICE RESOURCES - NON DISCLOSURE AND NONCOMPETE AGREEMENT - -This agreement is made as of the 1st of March, 1996, by and between TeleService -Resources (TSR)(the "Providing Party") and Computer Generated Solutions, Inc. -(CGS) (the "Receiving Party"). - -In connection with discussions between TSR and CGS, it will be necessary for CGS -to review certain documentation and information considered proprietary by TSR. -In view of TSR's desire that such documentation and information be maintained in -confidence, it is hereby agreed that for a period of five (5) years commencing -on the date of this Agreement, CGS shall not disclose or otherwise make -available to a third party any proprietary information and documentation -received from TSR that is identified as confidential ("Confidential -Information"). All Confidential Information transmitted hereunder shall be and -remain the property of TSR, and all such Information and any copies thereof -shall be promptly returned to TSR upon request or destroyed at TSR's option. - -Confidential Information shall mean any non-public, confidential proprietary -information, services to be rendered or transactions contemplated hereby, -including without limitation, pricing and material terms and conditions of -services offered, intellectual property, enabling software, programming, except -that Confidential Information does not include any information that: - - (i) is required by law to be disclosed - (ii) was available to the Receiving Party prior to its disclosure by - the Providing Party - (iii) was known or becomes generally available to the public or to - competitors of the parties hereto other than as a result of - disclosure by the Receiving Party - -Furthermore, in the event that TSR and CGS enter into program-specific -Agreements whereby CGS will provide help desk call handling services to TSR, -those services will be provided for TSR's client programs. CGS agrees not to -pursue independent business relations with any of TSR's clients for which it -provides services for a minimum period of two (2) years from the end date of the -program-specific Agreement(s) - - - -/s/ Steve Carter Date: 3/1/96 ---------------------- ------------ -Steve Carter, Vice President -CMC Division -Computer Generated Solutions, INc. - - - -/s/ L.L. Curtis Date: 3/1/96 --------------------------------- ------------ -Lauri Curtis, Group President -TeleService Resources/Data Management Services \ No newline at end of file diff --git a/contract-nli/raw/1020416_0001193125-16-701566_d250247dex99d2.htm b/contract-nli/raw/1020416_0001193125-16-701566_d250247dex99d2.htm deleted file mode 100644 index e12820548570bd5b1c90bc7cc9614339b91b6c61..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1020416_0001193125-16-701566_d250247dex99d2.htm +++ /dev/null @@ -1,307 +0,0 @@ - -EX-99.(d)(2) - - - -

Exhibit (d)(2)

-

Execution Copy

June 20, 2016 -

Randstad Holding NV

Diemermere 25, NL-1112 TC Diemen

-

P.O. Box 12600, NL-1100 AP Amsterdam

- - - - - - - - - - - - - - - - - -

Attention:

  Han Kolff
  Managing Director Group Control, Strategy and M&A

Confidentiality Agreement

-

Ladies and Gentlemen:

In connection with your consideration of -a possible transaction involving Monster Worldwide, Inc. (the “Company”) (a “Transaction”), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other -Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein.

As used in this letter agreement (this -“Agreement”), the term “Evaluation Material” means all information regarding the Company, its affiliates and its and their respective businesses, technology, products, prospects and plans, a Transaction (including the fact that -the Company or its affiliates may pursue a Transaction with you and the existence and terms of this Agreement) and other information furnished to you or your Representatives (as defined below) by the Company or any of its Representatives in -connection with the Transaction, irrespective of form or medium of communication, whether prepared by the Company, its Representatives or otherwise and whether furnished on or after the date of this Agreement, together with all tangible and -intangible embodiments and copies thereof and together with any and all analyses, compilations, summaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in whole or -part, such information. The term “Representatives” means, as to any person, such person’s affiliates (only to the extent that they receive Evaluation Material) and its and their respective directors, officers, employees, managing -members, general partners, advisors, agents or representatives (including legal advisors) and, subject to paragraph 5 below, financing sources, but only to the extent that such advisors, agents, representatives or financing sources receive -Evaluation Material.

Use and Confidentiality of Evaluation Materials

-

1. You and your Representatives will (i) use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company -involving you and (ii) keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 6 below under the heading “Compelled -Disclosure”) will not, without the Company’s prior written consent, disclose any Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to -know such information solely for the purpose of evaluating a possible Transaction (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material and directed that such -information is to be kept confidential and not used for any purpose other than the evaluation of the possible Transaction). You will make reasonable and appropriate efforts to safeguard Evaluation Material from disclosure by you or your -Representatives to anyone other than as permitted hereby by using, in all material respects, the same degree of care that you use to protect your own confidential, proprietary information. You agree to be responsible for any failure by your -Representatives to comply with this Agreement (including, without limitation, any actions or inactions by your Representatives that would constitute a breach if such Representatives were original signatories hereto (other than with respect to -paragraph 7 below under the heading “Non-Solicitation and Non-Hire of Employees”)).

 

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June 20, 2016

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Page 2

 

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2. The term “Evaluation Material” does not include any information which (i) is, as of the -applicable time, generally known by the public (other than as a result of its disclosure directly or indirectly by you or your Representatives), (ii) was or becomes available to you on a non-confidential basis from a person (other than the -Company or its Representatives) who, to your knowledge, is not otherwise bound by a confidentiality agreement with the Company or its Representatives or prohibited from transmitting the information to you by law, contractual obligation, fiduciary -duty or otherwise or (iii) was or is developed or discovered independently by you without reference to the Evaluation Material. As used in this Agreement, the term “person” will be broadly interpreted to include, without limitation, -any corporation, company, joint venture, partnership, association or individual. You agree that the Evaluation Material owned by the Company or its affiliates in the first instance is and will remain the property of the Company or its affiliates, as -applicable, and that neither the Company nor any of its affiliates or Representatives has granted you any license, copyright, or similar right with respect to any of the Evaluation Material or any other information provided to you by or on behalf of -the Company.

Non-Disclosure of Transaction Discussions

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3. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under -the heading “Compelled Disclosure,” neither the Company nor its Representatives will, without your prior written consent, disclose to any other person that investigations, discussions or negotiations have taken or may take place concerning -a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation -Material has been made available to you. Without limiting the foregoing, the Company hereby expressly confirms and agrees that, to its knowledge, no public disclosure with respect to any discussions or negotiations concerning a possible Transaction -is required by the Company at the time of the execution of this Agreement by reason of securities laws or similar requirements related to general disclosure.

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4. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under -the heading “Compelled Disclosure,” neither you nor your Representatives will, without the Company’s prior written consent, disclose to any other person either the fact that the Company or its affiliates may pursue a Transaction with -you or anyone else, that investigations, discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without -limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, you hereby expressly confirm and agree that, to your knowledge, no -public disclosure with respect to any discussions or negotiations concerning a possible Transaction is required by you at the time of the execution of this Agreement by reason of securities laws or similar requirements related to general disclosure. -

Financing Sources

5. Without limiting -anything in this Agreement, your “Representatives” will include your potential debt financing sources in connection with a possible Transaction; provided, however, that, prior to providing Evaluation Material to any potential -debt financing source (subject to and in accordance with paragraph 1 above), you will notify the Company of the identity of such debt financing source. Without the prior written consent of the Company, you will not, directly or indirectly, engage in -discussions regarding equity financing of a possible Transaction with any person, or otherwise engage in any discussions regarding a possible Transaction or enter into in any agreement, arrangement or understanding (or any discussions which might -lead to an agreement, arrangement or understanding) with any person regarding participation in a possible Transaction as a principal, co-investor or source of equity financing. For the avoidance of doubt, except as agreed in writing by the Company, -the term “Representatives” as applied to you will not include any such potential principal, co-investor or source of equity financing. You hereby represent and warrant that neither you nor any of your Representatives is party to any -agreement, arrangement or understanding (whether written or oral) that would restrict the ability

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-of any other person to provide financing (debt, equity or otherwise) to any other person for the Transaction or any similar transaction, and you hereby agree that neither you nor any of your -Representatives will directly or indirectly restrict the ability of any other person to provide any such financing.

Compelled Disclosure -

6. If you or your Representatives are requested or required to disclose any Evaluation Material or any of the information referred to in paragraph -4 above under the heading “Non-Disclosure of Transaction Discussions” (or if the Company or its Representatives is requested or required to disclose that you are in discussions or negotiations with the Company concerning a possible -Transaction) pursuant to any law or regulation or stock exchange rule or regulation or the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or -pursuant to a civil investigative demand or similar judicial process or otherwise, the applicable party will, to the extent not prohibited by applicable law or regulation, (i) promptly notify the other party of the existence, terms and -circumstances surrounding such request or requirement, (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such request or requirement, (iii) if disclosure of any such information is -required, disclose only that portion of the information which it is legally required to disclose and give the other party notice of the information to be so disclosed as far in advance of disclosure as may be reasonably practicable and -(iv) except in the case of public disclosure with respect to any discussions or negotiations concerning a possible Transaction which is required by reason of securities laws or similar requirements related to general disclosure, if so requested -by the other party, exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such information (and, in any event, if applicable, such party will reasonably -cooperate with the other party to obtain such a protective order or other assurance), such efforts to obtain a protective order or confidential treatment to be at the other (requesting) party’s expense.

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Non-Solicitation and Non-Hire of Employees

7. -Until the date that is eighteen (18) months from the date of this Agreement, you will not, without the Company’s prior written consent, directly or indirectly solicit for purposes of employment, offer to hire or engage as a consultant, -entice away or offer to enter into any contract with, or hire or engage as a consultant or enter into any contract with, during the period of employment or the 90-day period following such employment, any senior or key employee of the Company or its -controlled affiliates who becomes known to you in connection with your evaluation of the Transaction; provided, however, that this paragraph will not prohibit you or any of your Representatives from engaging in any general advertising -or general solicitation not targeted to any employees or former employees of the Company or its controlled affiliates, or from hiring any employees or former employees of the Company who respond to such solicitation. Finally, this paragraph 7 will -not apply to any solicitation in the ordinary course of business initiated by one of your employees who has no knowledge of this Agreement or a potential Transaction, so long as such individual is acting without information or encouragement from any -of your Representatives who does possess such knowledge.

Standstill

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8. You represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or -contract rights the terms or value of which are dependent on securities of the Company. For a period of fifteen (15) months from the date of this Agreement (the “Assessment Period”), you and your Representatives (acting on behalf of -you or your subsidiaries) will not, directly or indirectly, and you will cause any person or entity controlled by you or acting in concert with you not to, without the prior written consent of the Board of Directors of the Company, (i) in any -manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its subsidiaries, or any securities or contract rights the terms or value of which are dependent on -securities of the Company, (ii) propose to enter into, directly or indirectly, any merger, consolidation, tender offer, exchange

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-offer, recapitalization, restructuring, liquidation, business combination, partnership, joint venture or other similar transaction involving the Company or any of its subsidiaries or any of the -assets of the Company constituting a material portion of the consolidated assets of the Company and its subsidiaries, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the -proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person (including, for the avoidance of doubt, indirectly by means of communication with the press or media) with respect to the voting of -any voting securities of the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the -Company, (v) negotiate, have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, -make any investment in any other person that, to your knowledge at the time of your investment (after reasonable inquiry), intended to or is considering and actually does engage, or offers or proposes to engage, in any of the foregoing (it being -understood that, without limiting the foregoing, you will not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company, except as provided in paragraph 17 below), (vi) otherwise act, alone or in -concert with others, to seek to control or influence (including, for the avoidance of doubt, indirectly by means of communication with the press or media) the management, Board of Directors or policies of the Company or otherwise seek the removal of -any director or the election or appointment of any director, (vii) disclose, or direct any third-party to disclose, any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons -in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (i) request the Company (or Company Representatives), -directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (ii) take any action which might require the Company or any of its affiliates to make a public announcement regarding this Agreement or the -possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, a Transaction or (iii) communicate with the Company’s stockholders regarding the subject matter of this Agreement. -Notwithstanding the foregoing provisions of this paragraph 8, you will be permitted to submit to the Company one or more offers, proposals or indications of interest related to a transaction between the parties that would otherwise violate the -foregoing provisions of this paragraph 8, provided that each such submission is made to the Board of Directors of the Company or the chairperson of the Board of Directors of the Company, in each case, on a confidential basis and in a manner that -would not reasonably be expected to require the Company to make public disclosure of such offer, proposal or indication of interest.

Prohibition on -Trading

9. In addition, each party hereby acknowledges that it is aware, and that it will advise its respective Representatives who receive any -Evaluation Material or are aware of the discussions or negotiations regarding a possible Transaction, that the United States and Dutch securities laws prohibit any person who has received from an issuer material, non-public information from -purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person (including, -without limitation, any of either party’s Representatives) is likely to purchase or sell such securities.

Return or Destruction of Documents -

10. If you determine that you do not wish to proceed with a Transaction or your evaluation hereof, you will promptly advise the Company of that -decision. In that case, or if at any time the Company so requests in writing, you will promptly (and in any event within 10 days) either, at your option, (i) deliver to the Company all of the Evaluation Material (including all copies, -reproductions, summaries, analyses or extracts thereof or based thereon) in your possession or in the possession of any of your Representatives or (ii) destroy or cause to be destroyed all such Evaluation Material in your possession or in the -possession of any of your Representatives (such destruction to be acknowledged by you in writing to the Company). Notwithstanding such delivery or

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-destruction of the Evaluation Material, you agree that you and your Representatives will continue to be bound by your obligations under this Agreement. Notwithstanding the foregoing, (i) you -and your Representatives will not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures (it being agreed that you and your Representatives -will not access such archived computer files containing any such Evaluation Material after such delivery or destruction is otherwise required) and (ii) you and/or your Representatives may retain one copy of the Evaluation Material (and may only -access any such Evaluation Material) to the extent and for so long as such retention and access by you or such Representative, as applicable, is required by law or regulation; provided, however, that in the case of each of clauses -(i) and (ii) of this sentence, notwithstanding any other provision of this Agreement, you and your applicable Representatives will continue to be bound by the terms of this Agreement as if it were in full force and effect with respect to -any such Evaluation Material for so long as you or your applicable Representatives retain any such Evaluation Material.

No Unauthorized Contact -

11. Unless otherwise agreed in writing by the Company, all (i) communications regarding any possible Transaction, (ii) requests for -additional information or Evaluation Material, (iii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures relating to a possible Transaction, will be submitted or directed to only the -Chief Executive Officer of the Company, the Board of Directors of the Company, the chairperson of the Board of Directors of the Company or those officers of the Company designated to you in writing by the Company. You further agree that, except as -permitted by this Agreement, without the prior written consent of the Company, you and your Representatives will not contact any other officers, directors, employees, stockholders, customers or suppliers of the Company or its subsidiaries in -connection with a possible Transaction, and, without limiting anything in this Agreement, will not otherwise disclose to any such parties the fact that the Company or its affiliates may pursue a Transaction with you or other parties or that -discussions or negotiations have taken or may take place concerning a possible Transaction.

Maintaining Privileges

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12. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable -privilege concerning pending or threatened legal proceedings or governmental investigations, you understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the desire, intention and mutual -understanding of each party to this Agreement that the sharing of such material is not intended to, and will not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work -product doctrine or other applicable privilege. All Evaluation Material provided to you that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege will remain entitled to such protection -under these privileges, this Agreement and the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

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Export Restrictions

13. You acknowledge that -certain of the Evaluation Material may be subject to export restrictions under U.S. law. You will not, and will cause your Representatives not to, without the express written permission of the Company, transmit, directly or indirectly, any -Evaluation Material that is subject to such export restrictions to any person or country outside the United States or otherwise in violation of applicable law; provided, however, that you will not be deemed to be in violation of this -provision in connection with any Evaluation Material provided directly by the Company or its Representatives to your employees who have a Randstad email address other than one ending in “randstadusa.com”. The Company will advise you in -writing as to the applicability of this Section 13 to any particular piece of Evaluation Material at or before the time such material is provided to you.

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No Obligation, Representation or Warranty

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14. This Agreement defines the duties and obligations of you and your Representatives with respect to the Evaluation Material to the extent it may be disclosed -or made available but does not constitute or create any obligation of the Company or its Representatives to provide any Evaluation Material or other information to you. Under no circumstances will the Company or any of its Representatives be -obligated to disclose or make available any information, including, without limitation, any Evaluation Material, which the Company in its sole and absolute discretion determines not to disclose. Except for any express representations and warranties -set forth in a definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement, you understand and acknowledge that none of the Company or any of their respective Representatives is making -any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or any other information provided to you or your Representatives by or on behalf of the Company, and none of the Company or any of -their respective Representatives will have any liability to you or any other person (including, without limitation, any of your Representatives) resulting from your use of the Evaluation Material or any errors therein or omissions therefrom, except -as may otherwise be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement.

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15. You acknowledge and agree that neither you nor the Company, nor any of either party’s Representatives, will be under any legal obligation of any kind -whatsoever with respect to any Transaction by virtue of (i) this Agreement or (ii) any written or oral expression or communication with respect to any Transaction by any of the Company’s Representatives except, in the case of this -Agreement, for the matters specifically agreed to herein. You further acknowledge and agree that (a) the Company will be free to conduct the process for a Transaction as the Company in its sole discretion will determine (including, without -limitation, negotiating with any other person and entering into a definitive agreement without prior notice to you or any other person), (b) none of you, the Company, or any of your or their respective Representatives will have any legal, -fiduciary or other duty to the other party or its Representatives with respect to any such process, and none of you, the Company, or each party’s respective Representatives are relying on any express or implied representation concerning the -manner in which such process will proceed, (c) any of the procedures relating to a Transaction may be changed at any time without notice to you or any other person, (d) each party will have the right to reject or accept any potential -proposal, offer or participant therein, for any or no reason whatsoever, in its sole discretion and (e) neither party will have any claim whatsoever against the other or any of their respective Representatives arising out of or relating to a -Transaction, except as may otherwise be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement.

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Term

16. Except as otherwise provided herein, the -obligations of the parties under this Agreement will terminate eighteen (18) months from the date hereof, provided that such termination will not relieve any party from its responsibilities in respect of any breach of this Agreement prior to -such termination.

Acting as Principal

17. -You represent and warrant that you (i) are acting as a principal in any possible Transaction, (ii) are not represented by any broker or similar party other than Wells Fargo Securities, LLC, which company is acting as your financial advisor -in connection with a possible Transaction, (iii) are not acting as a broker for or Representative of any other person in connection with the Transaction, and (iv) are considering the Transaction only for your own account. Except with the -prior written consent of the Company, you agree that (a) you will not act as a joint bidder or co-bidder with any other person with respect to the Transaction, and (b) neither you nor any of your Representatives (acting on behalf of you or -your subsidiaries) will enter into any discussions,

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-negotiations, agreements, arrangements or understandings (whether written or oral) with any other person regarding the Transaction, other than the Company and its Representatives, and your -Representatives (to the extent permitted hereunder).

Legal Remedy

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18. You acknowledge that money damages and remedies at law may be inadequate to protect the Company against any actual or threatened breach of or failure to -comply with this Agreement by you or by your Representatives and, without prejudice to any rights and remedies otherwise available to the Company, you may agree to the seeking of specific performance, injunctive relief and other equitable remedies -in the Company’s favor, and you further agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy.

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Governing Law

19. The validity and interpretation -of this Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles. You irrevocably (i) submit to the jurisdiction of any court of the -State of New York located in New York, New York or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the transactions contemplated -hereby (each a “Proceeding”) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to your address set forth above will be effective service of process for any action, suit or -proceeding brought against you in any such court, (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity you have -acquired, or hereafter may acquire, from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any Proceeding and (v) agree not to -commence any Proceeding other than in such court, and waive, to the fullest extent permitted by applicable law, any claim that any such Proceeding is brought in an inconvenient forum.

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No Waiver

20. No failure or delay by the Company -in exercising any right, power or privilege under this Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.

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Successors and Assigns

21. This Agreement will be -binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part hereof without the prior written consent of the Company, and any purported assignment without such -consent will be null and void.

Severability

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22. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or -unenforceable, (i) the remaining terms and provision hereof will be unimpaired and will remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision will be -replaced by a term or provision that is valid and enforceable and that comes closest to expressing the parties’ intention with respect to such invalid or unenforceable term or provision.

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Entire Agreement

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23. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and -understandings relating to the matters provided for herein. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written amendment executed by the parties. An amendment or modification or -waiver will only be effective if (i) it is in writing and signed by the Company and you, (ii) it specifically refers to this Agreement and (iii) it specifically states that the Company and/or you, as the case may be, is amending, -modifying or waiving its rights hereunder. Any such amendment, modification or waiver will be effective only in the specific instance and for the purpose for which it was given.

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Data Site

24. The terms of this Agreement shall -supersede any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which you or any of your Representatives may be granted access in connection with -the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to -such additional confidentiality conditions, it being understood and agreed that your confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by a written agreement -that is hereafter executed by each of the parties hereto.

Counterparts

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25. For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which will be an -original instrument and all of which taken together will constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission will constitute valid and sufficient delivery thereof.

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This Agreement is being delivered to you in duplicate. Please execute and return one copy of this Agreement, which will constitute your agreement with respect -to the subject matter of this Agreement.

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Very truly yours,
MONSTER WORLDWIDE, INC.
By: /s/ Timothy T. Yates
Name: Timothy T. Yates
Title: Chief Executive Officer and Chief Financial Officer

 

ACCEPTED AND AGREED TO

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as of the first date written above

 

- - - - - - - - - - - - - - - - - - - - - - - - - - -
RANDSTAD HOLDING NV
By: /s/ Han Kolff
Name: Han Kolff
Title: Managing Director Group Control, Strategy and M&A
- \ No newline at end of file diff --git a/contract-nli/raw/1021086_0000950162-99-000581_document_3.txt b/contract-nli/raw/1021086_0000950162-99-000581_document_3.txt deleted file mode 100644 index be22f882bd577893d349ab44b164b1f6b5234660..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1021086_0000950162-99-000581_document_3.txt +++ /dev/null @@ -1,436 +0,0 @@ -NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT - - - NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the "Agreement"), -dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware -corporation ("CompuCom"), and ENTEX Information Services, Inc., a Delaware -corporation ("Seller"). - - RECITALS - - WHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement -dated as of May 10 , 1999 (the "Asset Purchase Agreement"); - - WHEREAS, the execution of this Agreement is a condition to CompuCom -acquiring, and Seller disposing of, the Purchased Assets (as defined in the -Asset Purchase Agreement) in connection with the Asset Purchase Agreement; - - NOW, THEREFORE, in consideration of the mutual covenants and agreements set -forth herein, CompuCom and Seller hereby agree as follows: - - - ARTICLE I - - DEFINITIONS - - 1.1 For purposes of this Agreement, the following terms have the following -meanings: - - (1) "Configuration" means the preparation of a computer and related - hardware and integration of components into a computer system; provided - that the term "Configuration" shall not include installation of a computer - or related hardware at a customer site. - - (2) "Non-Competition Period" means the period commencing on May 12, - 1999 and ending on May 11, 2000. - - (3) "Product" means any computer or related hardware and peripherals - (including hubs, switches and routers or networking hardware) or software - products (including networking software products) which CompuCom has the - ability to sell. - - (4) "Product Business" means the acceptance and fulfillment of - customer orders for Products, including the manufacturing, channel - assembly, co-location or centralized image loading and Configuration of - Products; provided that the term "Product Business" shall not include - on-site Configuration of computer or related - - - - - - hardware or software products made subsequent to the initial image - load/configuration. - - (5) "Outsourcing and Professional Services" means (a) consulting, - system migrations, project management, other services typically referred to - as "high-end" services, and (b) outsourcing contracts having a term of more - than one year which require pricing be done on a per seat basis. Agreements - that consist primarily of lower-end services, including, but not limited - to, break/fix, IMAC, warranty and low-end staff augmentation, other than - agreements priced on a per-seat basis, are not Outsourcing and Professional - Services agreements. - - (6) "Service Accounts" means the customer accounts of Seller listed on - Exhibits B and C hereto. - - (7) "Services" means all IT services offered by Seller, including, but - not limited to, all outsourcing, professional services, break/fix, staff - augmentation and consulting services; provided that the term "Services" - shall not include (i) on-site Configuration of Products by CompuCom or (ii) - the sale (but not the performance) by CompuCom of extended warranty - contracts at time of initial sale of Products to customers. - - (8) "Subsidiary," with respect to any person, means (i) any - corporation of which the outstanding capital stock having at least a - majority of the votes entitled to be cast in the election of directors - under ordinary circumstances shall at the time be owned, directly or - indirectly, by such person or (ii) any other person of which at least a - majority of the voting interest under ordinary circumstances is at the - time, directly or indirectly, owned by such person. - - Capitalized terms used in this Agreement and not otherwise defined shall -have the meanings ascribed thereto in the Asset Purchase Agreement. - - - ARTICLE II - - AGREEMENT TO COOPERATE - - Subject to the limitations set forth in Article III, Seller and CompuCom -agree that with respect to each account listed on Exhibit A hereto, that until -the earlier of (a) May 11, 2000 or (b) the termination of the existing contract -between Seller and such account (i) each party will cooperate with the other in -delivering Services and Products to such account in substantially the same -manner in which such Services and Products were delivered to such account prior -to Closing and (ii) each party's representative will be permitted to call on -such account. - - - - - - - ARTICLE III - - AGREEMENT NOT TO COMPETE - - 3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition -Period Seller will not, and will not permit any of its Subsidiaries to: - - (i) engage in the Product Business; - - (ii) encourage any Service Account to specify a party other than - CompuCom to provide Products and image load/configurations to such Service - Account; or - - (iii) solicit, entice or induce any employee of CompuCom or any - Subsidiary of CompuCom to terminate his or her employment with CompuCom or - any Subsidiary of CompuCom or hire any person who was or is at any time - from the date of execution of the Asset Purchase Agreement to the end of - the Non-Competition Period an employee of CompuCom or any Subsidiary of - CompuCom. - - (b) Seller agrees that during the Non-Competition Period Seller will, and -will cause its Subsidiaries to use commercially reasonable efforts to cause -future Service customers to whom Seller provides Outsourcing and Professional -Services and existing Service customers of Seller to whom Seller is able to -expand its Services, to procure Products and image load/configuration from -CompuCom in accordance with the provisions of Article IV, provided that CompuCom -is not competing with Seller to provide future or expanded Services to such -customers. - - Notwithstanding the foregoing, Seller shall be permitted to preserve its -ability to resell Products to the extent required by existing customer -agreements if (i) the customer refuses to approve of CompuCom providing such -Products after Seller uses commercially reasonable efforts to obtain such -approval, (ii) CompuCom rejects the customer order for such Products pursuant to -Article IV (provided that CompuCom shall comply with the requirements of the -Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom -fails to meet the requirements of the customer agreement, including but not -limited to price, payment terms, return privileges and service level agreements -("SLA's) (subject to applicable cure periods). In addition, Seller shall be -permitted (A) to arrange for the procurement of computers or related hardware -and software products as agent for customers in connection with future -Outsourcing and Professional Services engagements, subject to Seller's -obligations under Section 3.1(b) and the conditions provided for in the -immediately preceeding sentence (B) to refer orders for Products for delivery -outside the United States to comply with Seller's obligations under Seller's -international alliance agreements and (C) to perform initial on-site image -load/configuration and augmentation in a manner consistent with Seller's current -business practices, provided that Seller agrees that during the Non-Competition -Period, it will not actively encourage any Services customer to move its initial -image load/configuration business from CompuCom's configuration facilities to -the customer`s site. - - - - - - 3.2 CompuCom's Agreement. (a) CompuCom agrees that during the -Non-Competition Period CompuCom will not, and will not permit any of its -Subsidiaries to: - - (i) provide any Services to any account listed on Exhibit B hereto; - - (ii) provide any Services to any account listed on Exhibit C hereto - except to the extent provided for in such Exhibit; or - - (iii) except as contemplated by the Asset Purchase Agreement, solicit, - entice or induce any employee of Seller or any Subsidiary of Seller to - terminate his or her employment with Seller or any Subsidiary of Seller or - hire any person who was or is at any time from the date of execution of the - Asset Purchase Agreement to the end of the Non-Competition Period an - employee of Seller or any Subsidiary of Seller. - - Notwithstanding the foregoing, CompuCom shall be permitted to provide - Services under any "request for proposal", bid, contract or statement of - work submitted by CompuCom to the applicable potential customer prior to - May 12, 1999 . In the event of a dispute between CompuCom and Seller as to - the matters covered by the immediately preceeding sentence, CompuCom shall - furnish, in response to the reasonable request of Seller, evidence and - shall have the burden of proving, that the applicable "request for - proposal", bid, contract or statement of work was submitted by CompuCom to - the customer prior to May 12, 1999. - - (b) CompuCom agrees that it will refer to Seller the performance of -extended warranty service (other than manufacturers' warranties) or warranty -upgrades sold by CompuCom to any Service Accounts, provided that Seller has the -ability to perform such extended warranty service or warranty upgrades except -that CompuCom may continue to perform extended warranty services and warranty -upgrades in accordance with the provisions of Exhibit C. The parties agree to -negotiate in good faith the terms, conditions and amount of payment Seller will -receive for performing such warranty service or warranty upgrades. - - - ARTICLE IV - - Acceptance of Product Orders - - CompuCom agrees that during the Non-Competition Period, it will accept -orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) -under the following conditions: (i) CompuCom has the ability to offer such -Product for sale; (ii) the purchase price required by the customer order for the -Product is reasonably acceptable to CompuCom; (iii) such Product offered by -CompuCom meets the customer's specifications, including, but not limited to, -configuration specifications; and (iv) the requirements of the customer with -respect to such Product, including but not limited to delivery, payment terms -and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to -notify - - - - - -Seller of CompuCom's rejection of such orders for Product within a mutually -agreed upon time that is reasonable under the time constraints required by the -customer order or contract. - - - ARTICLE V - - NON-DISCLOSURE - - 5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, -unless otherwise required by law, from and after the Closing: - - (a) Seller shall cooperate with CompuCom at CompuCom's expense to - protect and safeguard all of CompuCom's Confidential Information; and - - (b) Seller shall not, directly or indirectly, use, sell, license, - publish, disclose, or otherwise transfer or make available to others any of - CompuCom's Confidential Information. - - As used in this Agreement, the terms "CompuCom's Confidential Information" -means proprietary or confidential information concerning the Business including, -without limitation, information regarding prices charged for Products, the -assets, liabilities, and financial condition of the Business, names and -identities of customers and analyses of the amount and types of Products -purchased by each such customer. - - Notwithstanding the foregoing, Seller shall be permitted to disclose -historical financial information, including financial information relating to -the Business, as may be required by customers, vendors, lenders or other third -parties, provided that such third parties shall agree to preserve the -confidentiality of such information. - - 5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees -that unless otherwise required by law, from and after the Closing: - - (a) CompuCom shall cooperate with Seller at Seller's expense to - protect and safeguard all of Seller's Confidential Information; - - (b) CompuCom shall not, directly or indirectly, use, sell, license, - publish, disclose or otherwise transfer or make available to others any of - Seller's Confidential Information; and - - (c) CompuCom shall not solicit or knowingly utilize any of Seller's - Confidential Information regarding Seller's Services business from any - former employee of Seller. - -As used in this Agreement, the terms "Seller's Confidential Information" means -proprietary or confidential information and business secrets of Seller -pertaining to its Services Business in- - - - - - -cluding, without limitation, information regarding prices charged for Services, -copies of existing Services contracts to which Seller is a party (other than any -such contracts provided to CompuCom pursuant to the provisions of the Asset -Purchase Agreement) and analyses of the amount and types of Services purchased -by customers. - - - ARTICLE VI - - MISCELLANEOUS - - 6.1 Notices, Etc. All notices, requests, demands or other communications -required by or otherwise with respect to this Agreement shall be in writing and -shall be deemed to have been duly given to any party when delivered personally -(by courier service or otherwise), when delivered by facsimile and confirmed by -return facsimile, or five business days after being mailed by first-class mail, -postage prepaid in each case to the applicable addresses set forth below: - - If to Seller, to: - - ENTEX Information Services, Inc. - Six International Drive - Rye Brook, N.Y. 10573 - Facsimile No.: (914) 935-3720 - - Attention: Lynne A. Burgess, Esq., - Senior Vice President and - General Counsel - - with a copy (which shall not constitute notice to Seller) to: - - Cahill Gordon & Reindel - 80 Pine Street - New York, NY 10005 - Facsimile No.: (212) 269-5420 - - Attention: Gerald S. Tanenbaum, Esq. - - If to CompuCom, to: - - CompuCom Systems, Inc. - 7171 Forest Lane - Dallas, Texas 75230 - Facsimile No.: (972) 856-5395 - - Attention: Ms. Lazane Smith, - Senior Vice President - and Chief Financial Officer - - - - - - with a copy (which shall not constitute notice to CompuCom) to: - - Strasburger & Price, L.L.P. - 901 Main Street, Suite 4300 - Dallas, Texas 75202 - Facsimile No.: (214) 651-4330 - - Attention: Frederick J. Fowler, Esq. - -or to such other address as such party shall have designated by notice so given -to each other party. - - 6.2 Amendments, Waivers, Termination Etc. This Agreement may not be -amended, changed, supplemented, waived or otherwise modified or terminated -except by an instrument in writing signed by each of the parties hereto. - - 6.3 Successors and Assigns. This Agreement shall be binding upon and shall -inure to the benefit of and be enforceable by the parties and their respective -successors and assigns, including without limitation by merger or otherwise. -This Agreement shall not be assignable. - - 6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement -embody the entire agreement and understanding among the parties relating to the -subject matter hereof and supersede all prior agreements and understandings -relating to such subject matter. There are no covenants by the parties hereto -relating to such subject matter other than those expressly set forth in this -Agreement and the Asset Purchase Agreement. - - 6.5 Specific Performance. The parties acknowledge that money damages are -not an adequate remedy for violations of this Agreement and that any party may, -in its sole discretion, apply to a court of competent jurisdiction for specific -performance or injunctive or such other relief as such court may deem just and -proper in order to enforce this Agreement or prevent any violation hereof and, -to the extent permitted by applicable law, each party waives any objection to -the imposition of such relief. - - 6.6 Remedies Cumulative. All rights, powers and remedies provided for under -this Agreement or otherwise available in respect hereof at law or in equity -shall be cumulative and not alternative, and the exercise or beginning of the -exercise of any thereof by any party shall not preclude the simultaneous or -later exercise of any other such right, power or remedy by such party. - - 6.7 No Waiver. The failure of any party hereto to exercise any right, power -or remedy provided under this Agreement or otherwise available in respect hereof -at law or inequity, or to insist upon compliance by any other party hereto with -its obligations hereunder, and any custom or practice of the parties at variance -with the terms hereof, shall not constitute - - - - -57- - - -a waiver by such party of its right to exercise any such or other right, power -or remedy or to demand such compliance. - - 6.8 Severability. Each party agrees that, should any court or other -competent authority hold any provision of this Agreement or part hereof to be -null, void or unenforceable, or order any party to take any action inconsistent -herewith or not to take an action consistent herewith or required hereby, the -validity, legality and enforceability of the remaining provisions and -obligations contained or set forth herein shall not in any way be affected or -impaired thereby. Upon any such holding that any provision of this Agreement is -null, void or unenforceable, the parties will negotiate in good faith to modify -this Agreement so as to effect the original intent of the parties as closely as -possible in an acceptable manner to the end that the transactions contemplated -by this Agreement are consummated to the extent possible. - - 6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND -THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN -ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE -AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS -THEREOF RELATING TO CONFLICTS OF LAW. - - 6.10 Name, Captions. The name assigned to this Agreement and the section -captions used herein are for convenience of reference only and shall not affect -the interpretation or construction hereof. - - 6.11 Counterparts. This Agreement may be executed in any number of -counterparts, each of which shall be deemed to be an original, but all of which -together shall constitute one instrument. Each counterpart may consist of a -number of copies each signed by less than all, but together signed by all, the -parties hereto. - - 6.12 Referral Fees. To the extent that the parties agree that the payment -of referral fees will further their mutual business interests or is required in -order to compensate either party for material services rendered for the benefit -of the other, the parties agree to negotiate the terms and conditions of the -payment of such referral fees in good faith. - - - - - - - IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the -date first above written. - - COMPUCOM SYSTEMS, INC. - - - By: /s/ M. Lazane Smith - ---------------------------------------- - Name: Lazane M. Smith - Title: Senior Vice President and - Chief Financial Officer - - - ENTEX INFORMATION SERVICES, INC. - - - By: /s/ Kenneth A. Ghazey - --------------------------------------- - Name: Kenneth A. Ghazey - Title: President \ No newline at end of file diff --git a/contract-nli/raw/1021096_0000914317-03-001205_ex2-2.txt b/contract-nli/raw/1021096_0000914317-03-001205_ex2-2.txt deleted file mode 100644 index 8eb71545947ed8842183b9ed5aaac4c6ab0099e3..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1021096_0000914317-03-001205_ex2-2.txt +++ /dev/null @@ -1,157 +0,0 @@ -NON-COMPETITION AND NON-DISCLOSURE AGREEMENT - -------------------------------------------- - - - THIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the "Agreement") is made -and entered into as of the 1st day of April, 2003, by and between BELCAN -CORPORATION, an Ohio corporation ("Belcan"), and ARC COMMUNICATIONS, INC., a New -Jersey corporation ("ARC"). All initially capitalized terms not otherwise -defined shall have the meanings ascribed to them in the Purchase Agreement -(later defined). - - WHEREAS, the parties hereto are parties to a certain Stock Purchase -Agreement (the "Purchase Agreement") dated as of April 1, 2003, pursuant to -which ARC agreed to sell to Belcan the Purchased Shares in the Company; - - WHEREAS, ARC will receive valuable consideration from Belcan for the sale -of the Purchased Shares in the Company and will also receive the Note as -additional consideration for its covenants contained herein; - - WHEREAS, ARC has had access to all material and otherwise confidential -information relating to the Company; - - WHEREAS, the Company is engaged in the business of providing on-line -training to professionals in the medical arena (the "Business"); - - WHEREAS, Belcan would not be willing to enter into the Purchase Agreement -without the agreement of ARC to execute this Non-Competition and Non-Disclosure -Agreement, and Belcan has expressly conditioned its obligations under the -Purchase Agreement on the entering into of this Non-Competition and -Non-Disclosure Agreement. - - NOW, THEREFORE, in pursuance of the above and in consideration of the terms -and conditions contained herein and for other good and valuable considerations, -the receipt and sufficiency of which are hereby acknowledged, the parties agree -as follows: - - 1. Non-Disclosure of the Company's Confidential Information and Trade - ----------------------------------------------------------------------- -Secrets. ARC has learned trade secrets and confidential information of the -------- -Company, including, but not limited to, the software of the Company, marketing, -price information, customer lists, identities of customer contact persons, lists -of prospective customers, market research, sales systems, marketing programs, -budgets, pricing strategy, identity and requirements of national accounts, -methods of operating, other trade secrets and confidential information regarding -customers and employees of the Company or its customers and other information -about the Company's Business that is not readily known to the public and gives -the Company an opportunity to obtain an advantage over competitors who do not -know such information (collectively, the "Confidential Information"). ARC -acknowledges that the Company has invested substantial sums in the development -of its Confidential Information. ARC covenants and agrees that they will not, -directly or indirectly, disclose or communicate to any person or entity any -Confidential Information of the Company; except (i) in connection with the -enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise - - - - - - -2- - -required by law. This covenant has no geographical or territorial restriction or -limitation and applies no matter where ARC may be located in the future. - - 2. Non-Solicitation Covenant. For a period of five (5) years from the date - -------------------------- -hereof, ARC, acting either directly or indirectly, through any other person, -firm, or corporation, covenants and agrees not to (i) induce or attempt to -induce or influence any employee of the Company to terminate employment with the -Company when the Company desires to retain that person's services; (ii) in any -way interfere with the relationship between the Company and any employee of the -Company; or (iii) employ, or otherwise engage as an employee, independent -contractor or otherwise, any employee of the Company. - - 3. Non-Competition. For a period of five (5) years from the date hereof, - --------------- -ARC shall not, acting directly or indirectly, (i) have any ownership interest in -any competing business, (ii) call on, solicit or have business communications -with respect to a competing business with any of the Company's customers or -prospective customers for the purpose of obtaining competing business from such -customer or prospective customer other than for the benefit of the Company, or -(iii) participate in the formation or start-up of a competing business. As used -in this Agreement, the term "competing business" means any business competing -with the Company for the Company's Business anywhere in the United States. As -used in this Agreement, the term "customer" means any customer of the Company -whose identity ARC learned through ARC's ownership of the Company or with whom -ARC had business contact during the twelve (12) months immediately prior to the -date hereof. - - 4. Return of Confidential Information. Upon the Closing (as defined in the - ----------------------------------- -Purchase Agreement) of the transactions contemplated by the Purchase Agreement, -ARC agrees that all copies and originals of all documents and other materials -containing or referring to the Company's Confidential Information as may be in -ARC's possession, or over which ARC may have control, shall be delivered by ARC -to Belcan immediately, with no request being required. - - 5. Injunctive Relief. ARC acknowledges and agrees that a breach of any of - ------------------ -the covenants set forth in this Agreement will cause irreparable injury and -damage to Belcan for which Belcan would have no adequate remedy at law, and ARC -further agrees that in the event of said breach, Belcan, without having to prove -damages, shall be entitled to an immediate restraining order and injunction to -prevent such violation or continued violation, and to all costs and expenses, -including Belcan's reasonable attorney fees, in addition to any other remedies -to which Belcan may be entitled at law or equity. - - 6. Severability. If any provision of this Agreement is held to be illegal, - ------------- -invalid, or unenforceable in any respect, Belcan and ARC agree that such term or -provision shall be deemed to be modified to the extent necessary to permit its -enforcement to the maximum extent permitted by applicable law. - - 7. Assignment. This Agreement shall be binding upon and inure to the - ----------- -benefit of Belcan, its successors and assigns. - - 8. Governing Law, Forum Selection, and Consent to Personal Jurisdiction. - ------------------------------------------------------------------------ -This Agreement shall be governed by the laws of the State of Ohio. - - - - - -3- - - The remainder of this page intentionally left blank. - - - - - - -4- - - - IN WITNESS WHEREOF, the parties have executed this Agreement as of the date -and year first above written. - -WITNESSES: BELCAN CORPORATION - - - - - BY: /s/Richard J. Lajoie, Jr. - ----------------------------- - Richard J. Lajoie, Jr. - Vice President - - - ARC COMMUNICATIONS, INC. - - - - BY: /s/ Michael Rubel - ----------------------------- - Michael Rubel - Chief Operating Officer \ No newline at end of file diff --git a/contract-nli/raw/1021097_0001047469-11-001653_a2202345zex-99_d10.htm b/contract-nli/raw/1021097_0001047469-11-001653_a2202345zex-99_d10.htm deleted file mode 100644 index f6a2bd9573c72cad92d81ed57fe0a6a16c3818ca..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1021097_0001047469-11-001653_a2202345zex-99_d10.htm +++ /dev/null @@ -1,174 +0,0 @@ - - - - -
-
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Exhibit (d)(10)

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NON-DISCLOSURE AGREEMENT

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THIS NON-DISCLOSURE AGREEMENT (“Agreement”) between Universal Hospital Services, Inc. (“UHS”) and Emergent Group, Inc. (“Company”), is effective October 26, 2010.

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Whereas, UHS and Company intend to engage in confidential discussions for the purpose of evaluating a potential business transaction between UHS and Company (“Business Transaction”), and as part of the Business Transaction, each party anticipates that it will disclose to the other party certain information that its deems confidential and/or proprietary.

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Now, therefore, to assure the confidentiality of the parties’ confidential information and to prevent the unauthorized use or disclosure of this information, UHS and Company agree as follows:

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1.                                      Confidential Information Defined. The term “Confidential Information” means all confidential and proprietary information belonging to one party (the “Disclosing Party”) that is revealed to the other party (the “Receiving Party”) during the Disclosure Period, which begins on the effective date and ends April 26, 2011. Confidential Information, regardless of the form in which it appears, may include, without limitation, information about customers, business and marketing plans, financial data, expertise of employees, forecasts and strategies that is related to the business of the Disclosing Party and is of the type of information that would reasonably be deemed to be confidential.

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2.                                      Use Restriction. The Receiving Party agrees to use the Confidential Information for the sole purpose of evaluating and negotiating the Business Transaction.

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3.                                      Disclosure Restrictions and Exceptions. The Receiving Party will disclose Confidential Information only to its employees and to its representative whose participation is necessary or helpful to evaluate and advance to the Business Transaction and who have agreed to be bound by the terms of this Agreement. The Receiving Party will limit the unauthorized disclosure of Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information. Notwithstanding anything to the contrary in this Agreement, the Receiving Party is not prohibited from disclosing Confidential Information it is legally compelled to disclose (by deposition, subpoena, civil investigative demand, court order or otherwise), provided that the Receiving Party gives the Disclosing Party prompt written notice of any such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained and the Disclosing Party has not waived compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by opinion of counsel it is legally required to furnish and will exercise reasonable efforts to limit the scope and content of such disclosure and obtain confidential treatment of such Confidential Information, Furthermore, the Receiving Party’s obligations under this Agreement do not apply with respect to any Confidential Information that (a) is or becomes generally available to the public other than from the improper action of the Receiving Party, (b) is developed by the Receiving Party without reference to the Confidential Information, (c) was in the Receiving Party’s possession before receipt from the Disclosing Party, or (d) is received by the Receiving Party from a third party who is not subject to an obligation of confidentiality owed to the Disclosing Party.

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4.                                      Nondisclosure of Possible Business Transaction. Except as permitted by the previous paragraph, neither the Receiving Party nor the Receiving Party’s representatives will disclose to any person the fact that the Confidential information has been made available to the Receiving Party or the Receiving Party’s representatives or that the Receiving Party or the Receiving Party’s representatives have inspected any portion of the Confidential Information.

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5.                                      Waiver. The failure of a party to insist, in one or more instances, upon performance of any of the provisions or conditions of this Agreement will not be construed as a waiver of any other provision or condition of this Agreement, and no present waiver will be construed as a future waiver of such provision or condition.

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6.                                      Remedies. Because of the unique and proprietary nature of Confidential Information, it is understood and agreed that remedies at law for a breach by the Receiving Party of its obligations under this Agreement may be inadequate and that in the event of such breach or threatened breach the

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1

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Disclosing Party will be entitled to seek equitable relief, including without limitation injunctive relief and specific performance. The remedies set forth in this Section are in addition to any other remedies available for any such breach or threatened breach, including the recovery of damages from the breaching party.

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7.                                      Assignment. This Agreement is not assignable by either party without the prior express written consent of the other, except that UHS may assign this Agreement to an affiliate or to a successor in interest to which the business relates.

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8.                                      Entire Agreement and Amendment. This Agreement states the entire understanding of the parties regarding the Disclosing Party’s Confidential Information and it cannot be altered or amended without a writing signed by both parties. This Agreement will not be construed to create any obligation on the part of either party to retain the other party’s services or to compensate the other party in any manner.

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9.                                      Return of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all documents or other materials furnished by the Disclosing Party constituting Confidential Information, together with all copies thereof in the possession, custody or control of the Receiving Party, without retaining any copies. Any destruction must be confirmed by the Receiving Party to the Disclosing Party in writing. Notwithstanding anything to the contrary set forth herein, the Receiving Party is not required to return or destroy computer files stored in the ordinary course of its business as a result of automated back-up procedures (subject, however, to the confidentiality restrictions set forth herein).

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10.                               Term. The Receiving Party’s obligations imposed pursuant to this Agreement will continue for two years from the date hereof.

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ACCEPTED AND AGREED TO:

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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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Universal Hospital Services, Inc.

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Emergent Group, Inc.
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7700 France Avenue South, Suite 275

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10939 Pendleton Street
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Edina, MN 55435-5228

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Sun Valley, CA 91352
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By:

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/s/ Timothy W. Kuck [ILLEGIBLE]

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By:

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/s/ Bruce J. Haber
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Timothy W. Kuck

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Bruce J. Haber
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Its:

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Executive Vice President

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Its:

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Chairman & CEO
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Date:

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10/26/10

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Date:

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10/26/10
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2

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- - -
- - - - \ No newline at end of file diff --git a/contract-nli/raw/1023734_0000912057-96-023266_document_16.txt b/contract-nli/raw/1023734_0000912057-96-023266_document_16.txt deleted file mode 100644 index a0180824a3ca2fbcb9a9d5d64fa839d90dfd55c9..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1023734_0000912057-96-023266_document_16.txt +++ /dev/null @@ -1,47 +0,0 @@ - - - - NAVIDEC, INCORPORATED - TRADE SECRET/NON-DISCLOSURE AGREEMENT - - - - In consideration of the mutual promises made herein, as well as the -agreement between Navidec, Incorporated and _______________ , the parties -hereby agree as follows: - - ____________________ , agrees that, in consideration for being shown or -told about certain trade secrets or property belonging to Navidec, -Incorporated, ____________________, shall not disclose or cause to be -disclosed, disseminated or distributed any information concerning said trade -secret or property to any person, entity, business or other individual or -company without the prior written permission of Navidec, Incorporated. - - Further, ___________________ , agrees not to use, either directly or -indirectly any of the material, ideas, objects or portions thereof of said -trade secret or property disclosed by Navidec, Incorporated in any manner -whatsoever without the prior written consent of Navidec, Incorporated. - - Any dispute that arises hereunder shall be resolved by arbitration -pursuant to the rules of the American Arbitration Association or the rules of -the State of Colorado. - - In the event that any litigation or arbitration is commenced to enforce -any of the provisions of this agreement, the prevailing party of said -litigation shall be entitled to all costs thereof including reasonable -attorney's fees. - - This agreement shall be governed by and interpreted in accordance -without the laws of the State of Colorado. - - - EXECUTED this _____________ day of __________________ 1996, in Englewood, -in the State of Colorado. - - - --------------------------------------- - Navidec, Incorporated - - - --------------------------------------- - (Signature of Agreeing Party) \ No newline at end of file diff --git a/contract-nli/raw/1029445_0000940180-97-000212_document_12.txt b/contract-nli/raw/1029445_0000940180-97-000212_document_12.txt deleted file mode 100644 index eb558665d9a78503da6eeaf0bb6bfbb5f6832bb8..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1029445_0000940180-97-000212_document_12.txt +++ /dev/null @@ -1,232 +0,0 @@ - - - i/c/w Contract No. G12463P - - NON-DISCLOSURE AGREEMENT - ------------------------ - -This agreement, made and entered into this 15th day of April, 1996, by and -between Assessment Systems, Inc., a corporation having an office at 780 Third -Avenue, New York, N.Y. 10017 (hereinafter referred to as "CONSULTANT") and -Telesector Resources Group, Inc, ("NYNEX"), a corporation duly organized and -existing under the laws of the State of Delaware and having an office at 240 -East 38th Street, New York, New York 10016. NYNEX shall remain and include -Telesector Resources Group, Inc., its holding and parent companies, and its or -their affiliates and subsidiaries. - -WITNESSETH THAT: - -WHEREAS, in order for CONSULTANT to provide consultant services to NYNEX it may -be necessary or desirable for NYNEX to disclose to CONSULTANT certain -confidential and proprietary material, information, data, and other -communications concerning NYNEX's past, current, future and proposed or -potential customers, products, services, operations, business forecasts, -procurement requirements, plans strategies and technology; and - -WHEREAS, CONSULTANT and NYNEX wish to define the agreed upon terms and -conditions governing the confidentially of material, information and data -furnished and to be furnished by NYNEX to CONSULTANT in connection with its -present and future business plans. - -NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and -undertakings expressed herein, agree with each other as follows: - -1. For the purposes of this Non-Disclosure Agreement, the term "Confidential -Information" shall mean material, information, data and other communications -(a) disclosed by NYNEX and/or one or more of its parent, subsidiary or -affiliated corporations, appropriately marked as "Confidential," "Proprietary" -or the like or otherwise disclosed in a manner consistent with its proprietary -and confidential nature; or (b) produced during the course of the working -relationship between NYNEX and CONSULTANT, which would either give NYNEX' -competitors an advantage or diminish or eliminate NYNEX' advantage over its -competitors. - -2. ALL NYNEX Confidential Information: - - (a) is hereby acknowledged by CONSULTANT to be of a proprietary nature to, -and to constitute secrets of NYNEX; - - (b) shall not be copied, used, distributed, disclosed, disseminated or -communicated in any way or form by CONSULTANT whether or not for its own -benefit, to anyone outside or within its own organization, except on a -"need-to-know" basis to the extent necessary for: (i) negotiations, discussions -and consultations with personnel or authorized representatives of NYNEX; (ii) -supplying NYNEX with products or services at its order; (iii) preparing bids, -estimates and proposals for submission to NYNEX; and (iv) any other purpose -which NYNEX may authorize in writing; - - (c) shall not be used by CONSULTANT for any purposes other than those set -forth herein, without the experts prior written permission of NYNEX; - - (d) shall be held by CONSULTANT in the strictest confidence, and shall be -treated by it with the same degree of care to avoid disclosure to any third -party as is used with respect to CONSULTANT'S own information of like -importance, or, a minimum, shall be treated with a reasonable degree of care to -avoid any such disclosure. CONSULTANT shall be liable for the disclosure of -Confidential Information of - - - -NYNEX if such care is not used. The burden shall be upon CONSULTANT to show that -such care, in fact, was used; and - - (e) Confidential Information is hereby acknowledged by CONSULTANT to be -the sole property of NYNEX and shall be returned to NYNEX (including, without -limitation, all materials, documents, drawings, models, apparatus, sketches, -designs, specifications and lists, encompassing or evidencing same or related -thereto, and all copies/formats thereof), within seven (7) days after receipt by -CONSULTANT of a written request from NYNEX setting forth the Confidential -Information to be returned. Upon receipt of such request, CONSULTANT also shall -erase or destroy any such Confidential Information in any computer memory or -data storage apparatus. - -3. The obligations set forth in Paragraph 2 hereof shall not apply, or shall -terminate, with respect to any particular portion of NYNEX Confidential -Information which: - - (a) was in CONSULTANT's possession, free of any obligation of confidence, -prior to receipt from NYNEX, as proven by CONSULTANT's written records; -provided, however, that CONSULTANT immediately informs NYNEX, in writing, to -establish its prior possession; - - (b) is already in the public domain at the time NYNEX communicates it to -CONSULTANT, or becomes available to the public through no breach of this -Non-Disclosure Agreement by CONSULTANT; - - (c) is received independently from a third party free to disclose such -information to CONSULTANT; - - (d) is developed by CONSULTANT, independently of and without reference to -any Confidential Information of NYNEX or any other information that NYNEX has -disclosed in confidence to any third party, as proven by CONSULTANT's written -records; - - (e) is disclosed by CONSULTANT to a third party, with the express prior -written permission of NYNEX; - - (f) is disclosed by CONSULTANT in order to satisfy any legal requirement -of any competent government body; provided, however, that immediately upon -CONSULTANT's receipt of any such request, CONSULTANT shall first advise NYNEX of -same before making any disclosure to such body, so that NYNEX may either -interpose an objection to such disclosure before such body, or take action to -assure confidential handling of the Confidential Information by such body, or -take other action to protect the Confidential Information which NYNEX deems -appropriate under the circumstances; or - - (g) in any event, five (5) years after the date of execution of this -Non-Disclosure Agreement. - -4. Nothing contained in this Non-Disclosure shall be construed as obligating -NYNEX to disclose any particular information to CONSULTANT. - -5. Nothing contained in this Non-Disclosure Agreement shall be construed as -granting to or conferring on CONSULTANT, expressly or impliedly, any rights, by -license or otherwise, to the Confidential Information of NYNEX or any other -material, information or data, or any invention, discovery, improvement or -product conceived, made or acquired prior to, on or after the date of this -Non-Disclosure Agreement. - -6. CONSULTANT warrants and represents that CONSULTANT has bound its employees, -agents and subcontractors to the terms and conditions of this Agreement or that -each and every employee, agent or subcontractor has personally executed a -Non-Disclosure Agreement containing terms and conditions no less stringent than -the terms and conditions contained herein; and furthermore CONSULTANT hereby - - -agrees to indemnify, hold harmless and defend NYNEX from and against any loss, -cost, damage, expense or claim arising out of any breach of this provision or -the failure of CONSULTANT or its employees, agents or subcontractors to protect -such Confidential Information. - -7. This Non-Disclosure Agreement shall become effective upon the day and year -first written, and shall remain in effect until terminated in writing by either -party. Notwithstanding any such termination, the rights and obligations with -respect to the disclosure of Confidential Information set forth herein shall -survive the termination of this Non-Disclosure Agreement. - -8. CONSULTANT further agrees that it shall not, without the prior written -consent of NYNEX, make any news release, public announcement, or denial or -confirmation of all or any part of the discussions or negotiations, or in any -manner advertise or publish the fact that the parties have entered into -discussions or negotiations with each other, or disclose any details connected -with such discussions or negotiations to any third party, including any -disclosure with respect to this Non-Disclosure Agreement, the negotiations -culminating herein, or any phase of any program hereunder. - -9. No term or provision of this Non-Disclosure Agreement shall be deemed -waived, and no breach excused, unless such waiver or consent shall be in writing -and signed by the party claimed to have waived or consented. Any consent by any -party to, or waiver of, a breach by the other, whether express or implied, shall -not constitute a consent to waiver of, or be cause for, any other, different or -subsequent breach. - -10. The construction, interpretation and performance of this Agreement and all -transactions under it shall be governed by the laws of the State of New York. - - - - ASSESSMENT SYSTEMS, INC. NYNEX - - -By: /s/ Eli Salig By: /s/ Harold Bell - ---------------------------- --------------------------- -Name: ELI SALIG Name: HAROLD BELL - -------------------------- ------------------------- - print print - -Title: EVP Title: DIRECTOR - ------------------------- ------------------------ -Date: 10 MAY 1996 Date: 5/14/96 - -------------------------- ------------------------- - - - - - NYNEX - - CONTRACT NO. G12463P - AMENDMENT NO. 01 - - ACCEPTANCE SHALL BE INDICATED BY - (1) SIGNING AND (2) RETURNING DUPLICATE - ------- ------------------- - - -Assessment Systems, Inc. Telesector Resources Group, Inc -780 Third Avenue, 22nd floor (A NYNEX Company) -New York, N.Y. 10017 240 East 38th Street, 15th floor -Attn: Mr. Bernard Reynolds New York, N.Y. 10016 - Attn: Mr. Sean Mahoney - SPL - - -SERVICE: Testing, assessment and interview process of additional field -personnel. - -Telesector Resources Group, Inc., (herein after referred to as NYNEX) Agreement -with you No. G12463P is amended as follows: - -Effective July 9th, 1996, Exhibit A--Statement of Work, will be expanded to -provide services for additional NYNEX field personnel, and Exhibit -B--Compensation, will be modified to provide for compensation for the additional -service. Exhibits A and B are attached and are made part of the Agreement. - -All other Terms and Conditions of the Agreement are reaffirmed and remain in -effect to the extent that they do not conflict with this Agreement. - -(1) Sign Here and (2) Return To Address Above: - ----------------------------------------- - - - TELESECTOR RESOURCES GROUP, INC. - ASSESSMENT SYSTEMS, INC. (A NYNEX COMPANY) - -By /s/ Eli Salig By /s/ Harold Bell - ---------------------------------- ----------------------------- -Title EXEC. V.P Title Dir Strategic Servicing - -------------------------------- --------------------------- -Name ELI SALIG Name HAROLD BELL - -------------------------------- ---------------------------- - (print) (print) - -Accepted: Date 24 July 1996 - ------------ diff --git a/contract-nli/raw/1030471_0001012870-01-501268_dex1065.txt b/contract-nli/raw/1030471_0001012870-01-501268_dex1065.txt deleted file mode 100644 index 8cba8af2c1a81d007894f9daa103f2c184e36190..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1030471_0001012870-01-501268_dex1065.txt +++ /dev/null @@ -1,107 +0,0 @@ - -EXHIBIT C: MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT ---------- - - THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN COMPANY, INC., 1275 HARBOR -BAY PARKWAY, SUITE 100, ALAMEDA, CA 94502 ("Company") AND TELECOMMUNICATIONS -D'HAITI S.A.M. ("BUYER"). - - 1. This Agreement shall apply to all confidential and proprietary -information disclosed by the parties to the other, including but not limited to -confidential product planning information, product specifications and other -proprietary and business and technical information (hereinafter referred to as -"Confidential Information"). As used herein, "Confidential Information" shall be -in written, graphic, machine recognizable or other tangible or electronic form -and marked "Confidential" or "Proprietary" or shown by implication that it is -imparted or disclosed in confidence, or if disclosed orally or visually, shall -be reduced to writing in summary form, identified as "Confidential Information" -and sent to the Receiving Party within 15 days following such oral or visual -disclosure. - - 2. Company and BUYER mutually agree to hold the other party's Confidential -Information in strict confidence and not to disclose such Confidential -Information to any third parties except after receiving prior consent by the -disclosing party in writing. Company and BUYER shall use the same degree of -care to avoid disclosure of such Confidential Information as each employs with -respect to its own proprietary information of like importance or a greater -degree if reasonable. - - 3. Company and BUYER agree that they will not use the other party's -Confidential Information for any purpose other than for the intended purposes, -without the prior written permission of the other party. - - 4. Company and BUYER mutually agree they may disclose such Confidential -Information to their respective responsible employees with a bona fide need to -know, and Company and BUYER agree to instruct all such employees not to disclose -such Confidential Information to third parties and will ensure that such -employees have agreed to similar non-disclosure provisions with Company or the -BUYER, its own employees respectively. - - 5. Information shall not be deemed Confidential Information and the -receiving party shall have no obligation regarding any information for which it -can be proven in written documentation (a) is already known to the receiving -party at the time that it is disclosed without use of the Confidential -Information; (b) is or becomes publicly known through no wrongful act contrary -to this Agreement of the receiving party; (c) is rightfully received from a -third party without obligation of confidence or restriction on disclosure from -receiving party and without breach of this Agreement; (d) is independently -developed by the receiving party without use of Confidential Information; (f) is -disclosed pursuant to a requirement of a valid court order provided that the -Receiving Party provides (i) prior written notice for the disclosing party of -such obligation and (ii) the opportunity to oppose such disclosure and (iii) it -is disclosed for the extent and purposes or the order only. - - -22- - - -Strategic Alliance [*] Lines Contract No. HT041101 -Teleco Network Expansion - - 6. All Confidential Information shall remain the property of the -disclosing party, and upon the written request of either party, the other party -shall promptly return to the disclosing party all Confidential Information -disclosed to it and all copies thereof or at the disclosing party's option shall -destroy all such Confidential Information and shall provide the receiving party -with a certificate that all Confidential Information has been destroyed. - - 7. Company and BUYER recognize and agree that nothing contained in this -Agreement shall be construed as granting any rights, by license or otherwise to -any Confidential Information disclosed pursuant to this Agreement. - - 8. This agreement shall be binding upon and inure to the benefit of the -party's successors and assigns. This Agreement shall not be assignable by either -party for the written consent of the other party, and any purported assignment -not permitted hereunder shall be void. This document constitutes the entire -agreement between the parties with respect to the subject matter hereof, and -shall supersede all previous, understandings and agreements, either oral or -written, between the parties or any official or representative thereof. - - 9. The obligations undertaken by each party pursuant to this Agreement -shall remain in effect for three years from the last date of disclosure of -Confidential Information, and shall survive any termination or expiration -hereof. - - 10. None of the Confidential Information disclosed by the parties -constitutes any representation, warranty, assurance, guarantee or inducement by -either party to the either with respect to the infringement of trademarks, -patents, copyrights; any right of privacy; or any rights of third persons. - - 11. The parties hereto are independent contractors. - - 12. This Agreement may be modified only by written amendment signed by both -parties. This Agreement shall be construed in accordance with the laws of the -State of California without regard to the conflict of laws provisions and shall -be subject to the jurisdiction of the courts of the State of California. - - 13. The receiving party may make copies of Confidential Information only to -the extent necessary for the purpose of this Agreement provided that the copies -are marked "Confidential" and treated as Confidential Information in accordance -with the terms of this Agreement. - - 14. Accordingly, nothing in this Agreement will be construed as a -representation or inference prohibiting either party from developing products, -having products developed for it, from entering into joint ventures, alliances, -or licensing arrangements that all without violation of this Agreement, compete -with the products or systems embodying the Confidential Information. - - -23- diff --git a/contract-nli/raw/1031896_0000950147-01-501725_ex10-8.txt b/contract-nli/raw/1031896_0000950147-01-501725_ex10-8.txt deleted file mode 100644 index ee4270884e54f15b7c8d8d3b1741818096e28f9c..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1031896_0000950147-01-501725_ex10-8.txt +++ /dev/null @@ -1,55 +0,0 @@ -Exhibit 10.8 - - NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT - -This agreement is made between the parties, effective as of the signatory dates -below, for the purpose of assisting each other in certain Merchant and -Investment Banking transactions for the "Company's" project or business and -assisting each other in providing other services as may occur from time to time. - -Both parties agree to maintain complete confidentiality concerning the business -affairs of the other and all proprietary information which each may receive from -the other. Both parties agree to assume that any information which is divulged -to the other is proprietary information and each agrees not to divulge or -disseminate any such proprietary information to third parties without the -written consent of the other. Neither party may use information divulged to the -other in any independent trade or business enterprise or financing transaction. - -Both parties agree not to circumvent each other in dealing with the contacts of -the other. Each party agrees to negotiate directly and solely with and through -the other to any new potential financing, joint ventures, mergers, acquisition -or other opportunities, which one makes known to the other, and each shall -specify the particular capital sources and/or project. - -Both parties agree not to contact the clients of the other for any reason -without written consent of the other and will take all the necessary precautions -to insure that the parties' clients will not communicate directly without -written consent. - -All notices of discharge, termination or discontinuance of service, by the other -party, must be submitted in written form and sent by certified mail or verified -e-mail to the address of record of the notified party. - -IN WITNESS WHEREOF, the parties have executed this agreement, which is effective -as of the date of execution. - - -AMERICAN SOIL TECHNOLOGIES INC. AGRIBLEND DIVISION - - -Officer: /s/ S. F. Lee - --------------------------- - -Date: 7/25/01 - ------------------------------ - -The undersigned has received a copy of this Agreement this 25th day of July, -2001 and agrees to the terms set forth herein. - - -Company Name: BioPlusNutrients - ---------------------- -OFFICER: /s/ JOHN H. KUNZ - ---------------------------- -Date: 7/25/01 - ------------------------------- \ No newline at end of file diff --git a/contract-nli/raw/103884_0001193125-12-338104_d390544dex99d3.htm b/contract-nli/raw/103884_0001193125-12-338104_d390544dex99d3.htm deleted file mode 100644 index 5f2c7e09a9fcc420d3083c796928bbb94ac861ea..0000000000000000000000000000000000000000 --- a/contract-nli/raw/103884_0001193125-12-338104_d390544dex99d3.htm +++ /dev/null @@ -1,228 +0,0 @@ - -EX-99.(d)(3) - - - -

Exhibit (d)(3)

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CONFIDENTIALITY AGREEMENT

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This Confidentiality Agreement (“Agreement”) is made and entered into as of April 9, 2012 -(“Effective Date”), by and between American Blue Ribbon Holdings, LLC, a Delaware limited liability company, with a principal place of business located at 400 West 48th Avenue, Denver, Colorado 80216 (“ABRH”), and J. Alexander’s Corporation, a Tennessee corporation, with -a principal place of business located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203 (“Company”).

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RECITALS

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WHEREAS, ABRH and its parent company, Fidelity Newport Holdings, LLC (“FNH”), and the Company are interested in pursuing a -potential business transaction (“Potential Transaction”) which would benefit ABRH, FNH, and the Company;

WHEREAS, -certain ABRH confidential information must be disclosed from time to time to the Company in order to pursue such opportunity; and

WHEREAS, ABRH is willing, but only on the terms and conditions set forth below, to disclose its confidential information to the Company.

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NOW THEREFORE, in consideration of the foregoing and the following promises and covenants and other good and valuable consideration, the -receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows:

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AGREEMENT

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1.         Confidential Information. “Confidential Information,” as used herein, -means all information provided by ABRH to the Company and its Representatives (as defined below) in connection with the Potential Transaction, including the existence of this Agreement and the discussions or negotiations regarding the above -transaction, and the whole or any portion or phase of any scientific or technical information, invention, innovation, design, process, procedure, specification, formula, improvement, business or financial information, equipment, listing of names, -addresses, or telephone numbers, or other information relating to ABRH’s business or profession which is secret and of value, regardless of form, including but not limited to (a) pricing; (b) balance statements, profit and loss -statements, store operating cash flow statements, business/financial models and projections, forecasts, loan documents/financing terms, and other financial documents; (c) research, development, algorithms, data, studies, and know-how; -(d) strategies, operations, methods, planning, products, recipes, and menus; (e) product compounds, types, shapes, devices, parts, and materials; (f) product development techniques or technologies, methods of synthesis, modeling and -coding information, and packaging procedures; (g) shelf life goals, plant equipment/machinery, design and capacities, manufacturing processes, product volume, and distribution and logistical strategies and practices, including but not limited -to freight charges, communications, deliveries, and transportation processes and arrangements; (h) markets, sales and cost data and sales and marketing techniques, technologies, processes,

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-procedures, artwork/creative, materials, videos, and productions; (i) product development, design information, and product ingredient usage and techniques; (j) franchise objectives, -arrangements, structures, agreements, relationships, fees, royalties, contributions, marketing techniques, processes and procedures, and cooperative obligations; (k) leases and subleases and the terms of any agreement and the discussions, -negotiations, and proposals related to that agreement or lease or sublease, including the parties’ identities; (l) software and hardware configuration, information, and capacities; (m) correspondences, summaries, abstracts, surveys, -plans, drawings, insurance policies, and intellectual properties, including but not limited to trademarks, patents, and copyrights; (n) pending claims, disputes, and party resolutions; (o) employee background information and personal -identification, employment histories, resumes, and payroll information; (p) employee benefit plans, training materials, policies, and procedures; (q) all analyses or other documents prepared by ABRH, FNH, the Company, or any of their -affiliated entities, members/shareholders/partners, investors, managers, directors, officers, employees, advisors, attorneys, accountants, consultants, subcontractors, representatives, or affiliates, which contain or otherwise reflect information -not to be disclosed herein, or has been marked as “Confidential”; and (r) the proprietary or confidential information of any third party who may disclose such information to a party in the course of such party’s business. -

2.         Term. Unless otherwise provided herein, all obligations under this -Agreement shall terminate and cease to have any force or effect on the earlier of: (i) two years from the date hereof, or (ii) the date of any consummation of the Potential Transaction.

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3.         Non-disclosure of Confidential Information. The Company expressly agrees that -it will keep ABRH’s Confidential Information confidential and that neither the Company nor any of its affiliates nor any of its or their directors, officers, employees, operating partners, consultants, or advisors (including without limitation, -attorneys and accountants) (collectively, but only to the extent that such persons actually receive Confidential Information, “Representatives”) will use, for its own benefit (other than in connection with the Potential Transaction), or -communicate or disclose (orally, in writing, or in any other manner) to any other person or entity any Confidential Information, or that the Company or any of its Representatives have received or otherwise been provided access to Confidential -Information by any other party. The Company further agrees that it and its Representatives will not in any way cause or encourage another person to disclose ABRH’s Confidential Information to any person or entity or judicial or administrative -agency or body for any reason whatsoever unless required to do so pursuant to legal process. The Company will only use ABRH’s Confidential Information for the transaction contemplated above and will only disclose ABRH’s Confidential -Information to its Representatives who need to know such information and who are informed of the terms of this Agreement and are directed to keep such Confidential Information confidential. The Company will be responsible for any breach of the terms -of this Agreement by its Representatives. The Company will not, without ABRH’s written consent, disclose or issue any news release, announcement, denial, or confirmation of this Agreement or any actual or potential business negotiation or -relationship between the parties. The Company and its Representatives receiving Confidential Information from ABRH will protect ABRH’s Confidential Information from both unauthorized use and disclosure by exercising at least the same degree of -care that is used for similar information of its own, but no less than reasonable care.

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(a)         -Exclusions.    The term, “Confidential Information”, does not include, and the Company has no obligation to protect information which is (i) known to or acquired by the Company before disclosure under this -Agreement; (ii) independently developed by the Company without relying on ABRH’s Confidential Information; (iii) or becomes part of the public domain (other than as a result of disclosure by the Company or its Representatives in -violation of this Agreement) or lawfully obtained from a third party who is not, to the Company’s knowledge, under an obligation of confidentiality to ABRH with respect to such information; (iv) free of confidentiality restrictions by -written agreement of ABRH; or (v) required to be disclosed by any law, government regulation, or judicial or other governmental order, provided that, if legally permissible, the Company provides reasonable advance written notice to ABRH to -afford ABRH the opportunity to seek a protective order or waive compliance with the provisions of this Agreement. If the Company becomes legally obligated or receives a subpoena or other legal demand issued by a court of competent jurisdiction or -governmental body to disclose any Confidential Information, it shall cooperate with ABRH in seeking a protective order or other appropriate remedy, and shall use reasonable efforts to protect the confidential and proprietary status of any disclosed -Confidential Information. ABRH will reimburse the Company and its Representatives for reasonable out-of-pocket expenses incurred in connection with its compliance with the immediately preceding sentence.

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4.         Nature of Relationship. ABRH has no obligation to disclose any Confidential -Information that it owns or possesses to the Company or its Representatives under this Agreement. Neither party has any obligation to enter into any transaction with the other. Furthermore, ABRH warrants that it has the right to disclose its own -Confidential Information, but does not otherwise make any representation as to their accuracy or completeness. All Confidential Information of ABRH will remain the sole and exclusive property of ABRH. This Agreement grants no rights of ownership, -licenses, or any other intellectual property right. Moreover, this Agreement does not create any agency, partnership, joint venture, or any other such relationship.

5.         Return of Materials. Confidential Information may be reproduced by the Company and Company Representatives solely for the purpose of evaluating -the Potential Transaction. Upon request of ABRH for any reason, the Company shall promptly return to ABRH, or at Company’s option, destroy (except originals, equipment, and devices delivered by ABRH to the Company, which shall be returned to -ABRH), all equipment, documents, devices of any kind, or other material of any kind, in any form, containing any Confidential Information, together with all copies, summaries, abstracts, excerpts, extracts, replicas, reproductions, and samples of -any of the foregoing, and certify the destruction of any copy or partial copy made. Notwithstanding the foregoing, the Company may retain such copies of the Confidential Information that reside on the Company’s back-up storage or archiving -system, solely for document retention purposes and not for any other use, and for compliance purposes as required by law or to evidence compliance of Company’s obligations under this Agreement.

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6.         Disclosure and Solicitation of Employees. The Company and its Representatives -will make no contact, written or verbal, with any of ABRH’s management, staff, or employees not directly involved with the transaction contemplated above for purposes of evaluating the

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-Potential Transaction unless with ABRH’s written permission. Further, during the term of eighteen (18) months beginning on the date hereof, the Company shall not knowingly solicit or -recruit management or executive level employees of ABRH who became known to the Company through work on the above transaction or purpose contemplated above, without the prior written consent of ABRH. Regardless of the above, this provision shall not -restrict the right of the Company to solicit or recruit such employees as a result of any substantial asset purchase or sale or merger or through the general use of the media, and the Company shall not be prohibited from hiring such employees who -answer any general advertisement or otherwise voluntarily apply for hire without having been personally solicited or recruited by the Company.

7.         Irreparable Injury; Injunctive Relief. The Company acknowledges that any unauthorized or wrongful disclosure or use of Confidential Information by -the Company, including the Company’s Representatives, or any other breach by the Company, may result in irreparable injury to ABRH that is not adequately compensable in monetary damages. Accordingly, the Company acknowledges that in the event -of a breach of this Agreement, ABRH shall be entitled to seek injunctive relief in any court of competent jurisdiction without the need to post any bond and in addition to any other remedy available at law or in equity. The Company will not raise -the defense of an adequate remedy at law in the event that ABRH seeks injunctive relief in the event of a breach of this Agreement by the Company.

8.         Miscellaneous.

(a)         Assignment. This Agreement may not be delegated or otherwise assigned in whole or in part by the Company without the prior written consent of -ABRH. This Agreement is binding on and enforceable by each party’s permitted successors and assignees. Any assignment or delegation in violation of this paragraph is null and void.

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(b)         Governing Law. This Agreement shall be governed by the laws of -the State of Colorado without regard to its conflict of laws principles. The parties irrevocably consent to the jurisdiction of the courts of the State of Colorado and of any federal court located within the State of Colorado for all purposes in -connection with any action or proceeding that is brought by ABRH that arises out of this Agreement.

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(c)         Modification and Waiver. This Agreement constitutes the entire -agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions, and correspondences, whether written or oral. No modification to this Agreement shall be effective unless in writing and -signed by a duly authorized representative of each party. No waiver of any provision of this Agreement shall be effective unless signed by the waiving party.

(d)         Severability and Integration. Inapplicability, illegality, or unenforceability of any provision of this Agreement shall not limit or impair the -operation or validity of any other provision that can be given effect without the invalid provision.

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(e)         Counterparts. This Agreement may be executed in one or more -counterparts, all of which together shall constitute one and the same instrument, and may

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-be executed and transmitted by facsimile or electronic means (e.g., email with attachment in portable document format), and such facsimile or electronic signatures, when delivered, shall be -deemed as effective as original signatures.

(f)         -Authority. The undersigned warrants that he/she is fully authorized to represent and execute this Agreement on behalf of his/her respective party.

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   IN WITNESS WHEREOF, the parties, intending to be legally bound, have -caused this Agreement to be executed by their duly authorized representatives as of the date first above-written.

 

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  American Blue Ribbon Holdings, LLC   J. Alexander’s Corporation
by:  

/s/ Hazem Ouf

  by: 

/s/ Lonnie J. Stout, III

  Hazem Ouf   Lonnie J. Stout, III
Title:  Chief Executive Officer  Title: 

Chairman, President and

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Chief Executive Officer

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400 West 48th -Avenue Denver CO 80216 303.296.2121

- - \ No newline at end of file diff --git a/contract-nli/raw/1039399_0000891618-02-001883_f80848orex10-19.txt b/contract-nli/raw/1039399_0000891618-02-001883_f80848orex10-19.txt deleted file mode 100644 index 2f535ce2369b87dce2127a021df53500b3df739e..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1039399_0000891618-02-001883_f80848orex10-19.txt +++ /dev/null @@ -1,227 +0,0 @@ - - EXHIBIT H - - NON-DISCLOSURE AGREEMENT - -FFI Contact Name: ____________________ FFI Contact Phone:___________________ - - - FORMFACTOR, INC. - NON-DISCLOSURE AGREEMENT - - (COMPANY) - -This Non-Disclosure Agreement ("Agreement") dated as of ________________________ -("Effective Date"), is by and between FormFactor, Inc. ("FormFactor"), a -Delaware corporation, having an office at 5666 La Ribera Street, Livermore, CA -94550, and - - Name: , ____________________________________________________________ -having an office at - - Street Address:____________________________________________________, - - City, State, Zip Code:____________________________________________, on -its own behalf and on behalf of its parents, subsidiaries and affiliated -companies (collectively "Recipient"). - - FormFactor desires to disclose, and Recipient desires to receive for its -own internal evaluation, information relating to certain of FormFactor's -technologies and business strategies, which information is deemed to be -confidential, secret and/or proprietary to FormFactor, for the sole purpose of -assisting in the determination of their mutual interest in a business -relationship ("Purpose"). Accordingly, FormFactor and Recipient agree as -follows: - - - - -1. CONFIDENTIAL INFORMATION. - - 1.1 "Confidential Information" shall mean: - - (a) All information disclosed by FormFactor to Recipient whether such - information is disclosed in written, graphic, electronic, oral or sample - form; and - - (b) All component specifications, component and contact structures, - equipment designs, electronic configurations, manufacturing processes and - methodologies, including any information which can be obtained by - examination, testing, repair, reverse engineering and analysis of any - hardware, or component part thereof comprising, relating to, or a part of a - product manufactured or assembled with FormFactor's technology, - notwithstanding the fact that the requirements for marking and designation - referred to in Paragraph 2.1 have not been fulfilled. - - 1.2 Confidential Information shall not include information that Recipient -can demonstrate, through extant, contemporaneously prepared, written records: - - (a) Is or becomes part of the public domain through no fault or breach - on the part of Recipient, any of its subsidiaries, affiliates or persons to - whom Confidential Information is disclosed as permitted by this Agreement; - or - - (b) Is known to Recipient or any of its subsidiaries or affiliates prior - to the disclosure by FormFactor; or - - (c) Is subsequently rightfully obtained by Recipient or any of its - subsidiaries or affiliates from a third party who has the legal right to - disclose or transfer it to Recipient. - -2. DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION. - - 2.1 As to any information which FormFactor regards as "Confidential -Information", disclosures by FormFactor following the Effective Date are subject -to and in FormFactor's sole and absolute discretion and will be made as follows: - - (a) If such information is in writing, or in a drawing, or in some other - tangible form, such information at the time of such disclosure will be - clearly marked as "Confidential Information"; and - - (b) In the event that such information is orally disclosed, as may - happen during exchanges between the parties, FormFactor shall state that the - information disclosed is Confidential Information. - - 2.2 As to any information whether or not specifically designated by -FormFactor as "Confidential Information" (as hereinabove described), FormFactor -reserves all of its rights and remedies as may now or in the future be accorded -to FormFactor under the patent and copyright laws as may apply to the disclosure -or use of such information by Recipient. - - 2.3 Recipient shall use Confidential Information solely and exclusively for -the purpose of this Agreement. Recipient shall not use Confidential Information -for the benefit of any other party, or disclose, publish, disseminate or copy -Confidential Information or any part thereof, to any other person, corporation -or other organization without, in each case, obtaining the prior written consent -of FormFactor. Recipient shall restrict any and all circulation of Confidential -Information to a limited number of its employees on a "need to know basis" for -the exclusive purpose of reviewing the Confidential Information for the Purpose -of this Agreement. Recipient acknowledges that all information is provided "AS -IS" and without any warranty, whether express or implied, as to its accuracy or -completeness, non-infringement or use for particular purpose. - - 2.4 Recipient shall not reverse engineer, decompile or disassemble any of -the Confidential Information or any products or samples containing Confidential -Information; provided, however, Recipient may examine FormFactor's products or -samples for the sole purpose of internally evaluating them. Recipient may -examine FormFactor's products or samples for the sole purpose of internally -evaluating them. Recipient shall use its best efforts to safeguard against the -unauthorized use or disclosure of Confidential Information, and take security -precautions at least as great as the precautions it takes to protect its own -confidential and proprietary information and materials. - - 2.5 Notwithstanding anything to the contrary herein provided, Recipient -shall not: - - (a) Deliver or leave any samples; parts or products containing - Confidential Information to or with third party; - - (b) Disclose to any third party the manufacturing or assembly process - used by FormFactor, or the structure of FormFactor's electronic interconnect - technology products; and/or - - (c) Disclose to any third party any evaluation and testing date or - results, unless FormFactor gives prior written approval of such disclosure. - - 2.6 Neither execution of this Agreement nor the furnishing of any -Confidential Information to Recipient shall be construed as granting to -Recipient, either expressly or by implication, estoppel, or otherwise, any -license or right to (a) make use of any such Confidential Information, or (b) -any patents or other intellectual property of FormFactor, other than for the -purpose. Recipient agrees that neither it nor any of its subsidiaries, -affiliates or representatives will use Confidential Information for outer than -the purpose without the specific and written express consent of FormFactor prior -to such use. Furthermore, Recipient agrees that Confidential Information is the -sole property of FormFactor and that Recipient has no proprietary interest in -such information whatsoever. - - 2.7 Within ten (10) business days of receipt of FormFactor's written -request, Recipient will return to - - - - -FormFactor all information and materials, including but not limited to -documents, drawings, programs, lists, models, records, compilations, notes, -extracts, summaries, and any samples or parts containing Confidential -Information, and all copies thereof containing Confidential Information, -regardless of whether prepared by FormFactor or Recipient or any of its -subsidiaries, affiliates or representatives. Fur purposes of this Paragraph 2.7, -the term "documents" includes all information fixed in any tangible medium or -expression, in whatever furor or format whether known or hereafter created. - - 2.8 Recipient hereby acknowledges and agrees that unauthorized use or -disclosure of Confidential Information Would cause serious and irreparable harm -and significant injury to FormFactor that may be difficult or impossible to -ascertain. Accordingly, Recipient agrees that FormFactor will have, in addition -to all outer remedies at law or in equity, the right to seek and obtain -immediate injunctive relief for the actual or threatened unauthorized use or -disclosure of Confidential Information. Recipient shall notify FormFactor -immediately upon the discovery of any unauthorized disclosure or use of -Confidential Information, or any other breach of this Agreement by Recipient. -Recipient will cooperate with FormFactor in every reasonable way to help -FormFactor regain possession of the Confidential Information and prevent further -unauthorized use. - -3. EXPORT RESTRICTIONS. Recipient agrees that it will not in any form export, -reexport, resell, ship or divert or cause to be exported, reexported, resold, -stripped or diverted, directly or indirectly, any product or technical data to -any country for which the United States Government or any agency thereof at the -time of export or reexport requires an export license or other government -approval without first obtaining such approval. - -4. TERMS. This Agreement shall be effective as of the Effective Date and may be -terminated by FormFactor with respect to further disclosures upon thirty (30) -days written notice. All obligations of confidentiality and restrictions on the -use of Confidential Information created under and by this Agreement shall remain -in force and effect for five (5) years from the date any Confidential -Information is or was disclosed by FormFactor Recipient or, in the event that -FormFactor and the Recipient enter into a business relationship following the -date of this Agreement, five (5) years following the date such business -relationship terminates, whichever is later. All other terms and conditions of -this Agreement shall survive the termination of this Agreement. - -5. NO OBLIGATIONS. This Agreement and any action taken pursuant to the terms and -conditions hereof shall not obligate either party to enter into any other -business relationship. The terms and conditions of any such relationship shall -be subject to separate negotiation and agreement of the parties. - -6. MISCELLANEOUS. - - 6.1 This Agreement is the entire agreement between FormFactor and Recipient -with respect to the subject matter contained herein and supersedes any prior or -contemporaneously oral or written agreements concerning this subject matter. -This Agreement may not be amended except by written agreement signed by -authorized representatives of both parties. No waiver of any provision of this -Agreement shall constitute a waiver of any other provision(s) or of the same -provision on another occasion. If any provision of this Agreement shall be held -by a court of competent jurisdiction to be illegal, invalid or unenforceable, -the remaining provisions shall remain in full force and effect. - - 6.2 This Agreement may not be assigned or transferred by Recipient without -FormFactor's prior written consent. - - 6.3 This Agreement will be governed and construed in accordance with the -laws of the State of California, without regard to its conflict of laws -principles. The parties hereby agree to submit themselves to the jurisdiction of -the federal and state courts within Santa Clara County, California. - - - IN WITNESS THEREOF, FormFactor and Recipient have executed this Agreement as -of the Effective Date. - -"FORMFACTOR": "RECIPIENT": - -FormFactor, Inc. Name: ____________________________ - (Individual or Company, - as applicable) -By: _______________________________ - (Signature) By: ____________________________ - (Signature) -Name: _______________________________ - (Printed Name) Name: ____________________________ - (Printed Name) -Title: _______________________________ - (Authorized Officer) Title: ____________________________ - (Authorized Officer) - diff --git a/contract-nli/raw/1041550_0001104659-19-001346_a18-42231_6ex10d8.htm b/contract-nli/raw/1041550_0001104659-19-001346_a18-42231_6ex10d8.htm deleted file mode 100644 index 83130a907571e2040469e11a2232fbd90dddd365..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1041550_0001104659-19-001346_a18-42231_6ex10d8.htm +++ /dev/null @@ -1,456 +0,0 @@ - - - - - - - -
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Exhibit 10.8

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NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

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THIS NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. (“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and Billy C. Duvall (“Employee”).  “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage.  “Financial Institution” shall mean the Bank and/or Heritage.  First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the “parties” or individually as a “party.”

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WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the “Merger Agreement”), HopFed shall be merged with and into First Financial (the “Merger”) effective as of the date and time provided in the Merger Agreement (the “Effective Time”); and

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WHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and

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WHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee as an at-will employee to provide services for and on behalf of the Bank immediately upon the Effective Time;

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WHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization;

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WHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and

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WHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense.

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NOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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1.                                      Consideration/At-Will Employment.

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a.                                      This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee’s existing employment status.

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b.                                      In consideration of Employee’s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee’s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee’s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice.  Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee’s employee-at-will status.

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2.                                      Duties.  Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization.

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3.                                      Definitions of Key Terms.

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a.                                      “Banking and Financial Services” shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services.

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b.                                      “Confidential Information” shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales

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information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization.  Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization’s Confidential Information; (iii) is independently developed after the Employee’s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee’s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency.

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c.                                       “Customers” or “Customer” shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee’s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.

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d.                                      “Employees,” “Agents,” and “Independent Contractors” shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee’s termination of employment with either Financial Institution.

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e.                                       “Person” shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.

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f.                                        “Potential Customer” shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee’s termination of employment with either Financial Institution.

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g.                                       “Solicit”, “Solicited” or “Solicitation” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee’s behalf.

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4.                                      Non-Disclosure of Confidential Information.  During the course of Employee’s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization.

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Employee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization.

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Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee’s employment with either Financial Institution (except in the course of performing the Employee’s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization’s Confidential Information.

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Employee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee’s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a

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Financial Institution’s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant.

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5.                                      Non-Solicitation of Customers and Potential Customers.  Employee acknowledges and agrees that by virtue of Employee’s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization.  Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person:

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a.                                      Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or

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b.                                      advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or

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c.                                       directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer.

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This Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include:

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a.                                      supervising those who provide Banking and Financial Services to Customers or Potential Customers;

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b.                                      engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee’s role to the Customer or Potential Customer;

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c.                                       performing or supervising those that perform data processing, accounting, rate review, document review or similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer.

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6.                                      Non-Solicitation of Employees and Others.  In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person:

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c.                                       Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or

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d.                                      Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or

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e.                                       Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization.

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7.                                      Tolling of Covenants.  Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6.

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8.                                      Severability/Blue Pencil.  Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience.  If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected.  Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be

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reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law.

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9.                                      Available Relief.  Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein.  Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection.

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10.                               Enforcement/Attorneys’ Fees.  In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith.  If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists.

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11.                               Assignments; Successors and Assigns.  The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void.  The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction.  The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization.

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12.                               Governing Law.  This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law.

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13.                               Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank’s President and Chief Executive Officer and Employee.  No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy.  Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer.  A waiver shall operate only as to the specific term or condition

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waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.

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14.                               “No-Defense” Provision.  The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement.

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15.                               Jurisdiction and Venue.  The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division.  In this regard, the parties hereby:  (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts.

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16.                               Construction.  This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared.  The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party.

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17.                               Review and Consultation.  Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement.

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18.                               Section Headings.  Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement.

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19.                               Reasonableness.  Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee’s ability to make a living.

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20.                               Counterparts.  This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement.

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21.                               Miscellaneous.  Any change in Employee’s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement.

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22.                               Representations.  Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person.  Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee’s employment with a Financial Institution.  Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial Institution.

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23.                               Return of Property.  Upon termination of Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee’s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof.  At the Bank’s or Heritage’s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant.

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24.                               Survival.  Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee’s employment with a Financial Institution regardless of the reason for termination.  If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage.

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[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below.

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FIRST FINANCIAL CORPORATION

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By:

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/s/ Norman L. Lowery

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January 7, 2019
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Printed Name:

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Norman L. Lowery

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Title:

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President & CEO

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FIRST FINANCIAL BANK, N.A.

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By:

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/s/ Norman L. Lowery

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January 7, 2019
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Norman L. Lowery

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President & CEO

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HOPFED BANCORP, INC.

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By:

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/s/ John E. Peck

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January 7, 2019
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John E. Peck

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President/CEO

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HERITAGE BANK USA, INC.

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/s/ John E. Peck

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January 7, 2019
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John E. Peck

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President/CEO

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EMPLOYEE

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Billy C. Duvall

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January 7, 2019
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Signature:

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/s/ Billy C. Duvall

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Exhibit 10.6

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NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT -

THIS NON-DISCLOSURE AND NON-SOLICITATION -AGREEMENT (“Agreement”) is made and entered into, effective as of the date first written below, by and among First Financial Corporation (“First Financial”), First Financial Bank, N.A. -(“Bank”), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (“HopFed”), Heritage Bank USA, Inc., (“Heritage”), a wholly-owned subsidiary of HopFed, and John E. -Peck (“Employee”). “Banking Organization” shall mean First Financial, the Bank, HopFed, and/or Heritage. “Financial Institution” shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and -Employee may be collectively referenced as the “parties” or individually as a “party.”

WHEREAS, pursuant to that -certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the “Merger Agreement”), HopFed shall be merged with and into First Financial (the “Merger”) effective as -of the date and time provided in the Merger Agreement (the “Effective Time”); and

WHEREAS, Heritage will be merged into -the Bank at the Effective Time or shortly thereafter; and

WHEREAS, Employee is currently an employee of Heritage and the Bank intends to -offer employment to the Employee to provide services for and on behalf of the Bank immediately upon the Effective Time;

WHEREAS, as a -result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential -Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any -competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization;

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WHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used -to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and

WHEREAS, each Banking -Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense.

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NOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the -mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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1.    Consideration/Employment.

 

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 a.

This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, -nor does it alter Employee’s existing employment status.

 

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 b.

In consideration of Employee’s promises, covenants and agreements set forth in this Agreement, (i) as -of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee’s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or -maintain Employee’s employment pursuant to that certain Employment Agreement dated January 7, 2019, and effective as of the Effective Time, with the compensation and benefits commensurate therewith.

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2.    Duties. Employee shall devote his/her full working time and attention to the performance of those services -for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization.

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3.    Definitions of Key Terms.

 

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 a.

“Banking and Financial Services” shall mean those banking and related financial services of a Banking -Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, -college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial -services substantially similar to such banking and related financial services.

 

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 b.

“Confidential Information” shall mean any and all materials, records, data, documents, lists, -writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade -secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other -non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business -strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, -marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders , customer lists, inventions, and processes, systems, methods, documentation or -

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  -devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes -readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent -employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization’s Confidential Information; (iii) is independently developed after the Employee’s -termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee’s personal experience, knowledge, enterprise and expertise in the delivery of Banking and -Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency. -

 

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 c.

“Customers” or “Customer” shall mean any Person to whom a Banking Organization rendered or -provided Banking and Financial Services at any time during the one-year period prior to Employee’s termination of employment with a Financial Institution: (i) with whom Employee had any material -contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who -have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.

 

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 d.

“Employees,” “Agents,” and “Independent Contractors” shall mean any and all -persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee’s termination of -employment with either Financial Institution.

 

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 e.

“Person” shall mean any individual, partnership, corporation, organization, bank, credit union, firm, -association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.

 

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 f.

“Potential Customer” shall mean any Person that Employee directly solicited, targeted or specifically -identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, -during the one (1) year period prior to Employee’s termination of employment with either Financial Institution.

 

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 g.

“Solicit”, “Solicited” or “Solicitation” means any direct or indirect -communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, -however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee’s behalf.

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4.    Non-Disclosure of -Confidential Information. During the course of Employee’s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. -If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking -Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could -be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization.

Employee shall not, directly or -indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, -except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee’s service as an employee. Nothing in -this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any -investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization.

Employee -specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent -economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of -such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee’s employment with either Financial Institution (except in the course of -performing the Employee’s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization’s Confidential Information.

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Employee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including -all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee’s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a -Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial -Institution’s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant.

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5.    Non-Solicitation of Customers and Potential Customers. Employee -acknowledges and agrees that by virtue of Employee’s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity -with the business operations and affairs of a Banking Organization. Employee

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-further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, -such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial -Institutions contained herein, Employee agrees that during Employee’s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee’s employment with a Financial -Institution (“Restriction Period”), for whatever reason and regardless of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, -corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person: -

 

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 a.

Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services -to or from any Customer or Potential Customer; or

 

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 b.

advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to -terminate, reduce, limit, or change the Customer’s services or business relationship, or the Potential Customer’s contemplated services or business relationship, with a Financial Institution; or

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 c.

directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any -Customer or Potential Customer.

This Agreement is not intended to prevent Employee from accepting employment with an -organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may -place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include:

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supervising those who provide Banking and Financial Services to Customers or Potential Customers; -

 

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 b.

engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential -Customer’s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of -Employee’s role to the Customer or Potential Customer;

 

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 c.

performing or supervising those that perform data processing, accounting, rate review, document review or -similar “back room” services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer.

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6.    Non-Solicitation of Employees and Others. In consideration of the -covenants of all Financial Institutions contained herein, Employee agrees that during Employee’s employment with a

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-Financial Institution, and for a period of two (2) years immediately following the termination of Employee’s employment with a Financial Institution, for whatever reason and regardless -of how Employee’s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or -serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee’s own benefit or the benefit of any other Person:

 

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 c.

Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her -employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or

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 d.

Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents -to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or

 

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 e.

Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who -were supplying services or goods to a Banking Organization during the one year period prior to Employee’s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization.

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7.    Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full -post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination -restriction will not begin until Employee is in full compliance with Section 5 and/or 6.

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8.    Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the -restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or -unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, -provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties -acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify -or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law.

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9.    Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer -irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by -Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited

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-to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity -of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection.

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10.    Enforcement/Attorneys’ Fees. In any action that is brought to enforce or interpret this Agreement, the -prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys’ and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any -action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action -or proceeding the claim or defense that such a remedy at law exists.

11.    Assignments; Successors and -Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign -this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and -assigns of a Banking Organization.

12.    Governing Law. This Agreement shall be interpreted under, subject to -and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law.

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13.    Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties -relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the -Bank’s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization -under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further -exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank’s President and Chief Executive Officer. A waiver shall operate only as to the -specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.

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14.    “No-Defense” Provision. The covenants set forth in this -Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The -existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the -enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement.

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15.    Jurisdiction and Venue. The parties agree that all suits, -actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the -Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and -(c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts.

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16.    Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed -to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in -all cases be construed as a whole, according to its fair meaning and not strictly for or against any party.

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17.    Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its -entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of -this Agreement.

18.    Section Headings. Section headings are inserted into this Agreement for convenience -only and shall not affect any construction or interpretation of this Agreement.

19.    Reasonableness. -Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, -restrictions and obligations will not affect Employee’s ability to make a living.

20.    Counterparts. -This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or -other electronic means are acceptable the same as original signatures for the execution of the Agreement.

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21.    Miscellaneous. Any change in Employee’s duties, responsibilities, title, position, compensation, or -status, with a Financial Institution will not affect the validity or enforceability of this Agreement.

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22.    Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her -prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and -responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust -prior to Employee’s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee’s prior employers (other than Heritage or HopFed) that may be -considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee’s employment with a Financial -Institution.

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23.    Return of Property. Upon termination of -Employee’s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, -Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with -the Employee’s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank’s or Heritage’s request, Employee shall provide written verification under the penalties for perjury of -his/her compliance with this covenant.

24.    Survival. Except as set forth below, the covenants in -Sections 4, 5, 6 and 23 shall survive the termination of Employee’s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, -5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of -the date indicated below.

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FIRST FINANCIAL CORPORATION    
By:  

/s/ Norman L. Lowery

    Date: January 7, 2019
Printed Name:  

Norman L. Lowery

    
Title:  

President & CEO

    
FIRST FINANCIAL BANK, N.A.    
By:  

/s/ Norman L. Lowery

    Date: January 7, 2019
Printed Name:  

Norman L. Lowery

    
Title:  

President & CEO

    
HOPFED BANCORP, INC.    
By:  

/s/ John E. Peck

    Date: January 7, 2019
Printed Name:  

John E. Peck

    
Title:  

President/CEO

    
HERITAGE BANK USA, INC.    
By:  

/s/ John E. Peck

    Date: January 7, 2019
Printed Name:  

John E. Peck

    
Title:  

President/CEO

    
EMPLOYEE    
Printed Name:  

John E. Peck

    Date: January 7, 2019
Signature:  

/s/ John E. Peck

    
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10

- -
- - \ No newline at end of file diff --git a/contract-nli/raw/1042282_0000893220-02-000791_e61414toexv99wxdywx1y.txt b/contract-nli/raw/1042282_0000893220-02-000791_e61414toexv99wxdywx1y.txt deleted file mode 100644 index c59733d572e6cf2f37504564ee3713e03c808fb3..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1042282_0000893220-02-000791_e61414toexv99wxdywx1y.txt +++ /dev/null @@ -1,167 +0,0 @@ - - EXHIBIT (d)(1) - - -NOVELL MUTUAL NON-DISCLOSURE AGREEMENT - - - -Effective Date: January 30, 2002 -Company: Silver Stream Software -Address: 2 Federal Street -City: Billerica, -State/Zip: MA 01821 - -Novel Contact Person: -Name: Bill Smith -Phone: (617) 914-8312 Fax: (801) 365-6265 -Company Contact Person: -Name: CRAIG DYNES -Phone: (978) 262-3441 - - - -In order to protect certain Confidential Information which the parties desire to -disclose hereunder, Novell, Inc. ("Novell") and the "Company" identified above -agree to the following terms and conditions. The terms Discloser and Recipient -as used herein apply to both parties to this Agreement in their respective roles -as discloser of Confidential Information and recipient of Confidential -Information. - -1. Confidential Information. The "Confidential Information" of the respective -pathos disclosed under this Agreement is described as follows: - -Novell: Any information and materials disclosed in relation to a potential -business transaction between the parties. - -Company: Any information and materials disclosed in relation to a potential -business transaction between the parties. - -Confidential Information may be disclosed in oral/verbal or tangible form. -Discloser shall mark all Confidential Information disclosed in tangible form -with a restrictive legend. Designated below is each party's representative for -coordinating the exchange of Confidential Information. - - -2. Obligation of Confidentiality. For a period of three (3) years from the date -of disclosure, Recipient agrees to use the same care and discretion to avoid -disclosure, publication, or dissemination of Discloser's Confidential -Information as it uses with its own similar information that it does not wish to -disclose publish, or disseminate, but in no event shall Recipient use less than -reasonable care to protect Discloser's Confidential Information. Recipient may -disclose Confidential Information to its employees and information which may be -retained in non-tangible form by persons who have had access to the Confidential -Information, including without limitation general ideas, concepts, know-how -provided that prior agreement with such parties sufficient to require that party -to treat the Confidential Information in accordance with this Agreement. - -3. Exception. No obligation of confidentiality applies to a Confidential -Information that Recipient can show: (i) is or becomes, publicly available -without breach of this Agreement but only from such date as it becomes so -available; (ii) was rightfully in the possession of Recipient without obligation -confidentiality prior to receipt thereof from Discloser (iii) was rightfully -disclosed to Recipient by a third party with obligation of confidentiality; (iv) -is independently developed Recipient without use of the Confidential -Information; or (v) disclosed by Recipient with Discloser's prior written -consent. - -4. Recipient may use the Confidential Information solely for evaluation purposes -in connection with Recipient business discussions with Discloser. If software is -provided Recipient under this Agreement, Recipient agrees not to reverse compile -or disassemble the software to discover the human perceivable portions of the -code. - -5. Ownership: All Confidential Information remains the property of Disclosure -and/or its licensors. - -6. Freedom of Use. Notwithstanding anything to the contrary, Recipient shall be -free to use for any purposes the Residuals resulting from access to or work with -Discloser's Confidential Information. However, the foregoing does not give -Recipient the right to disclose (except as set forth in Section 3) the -financial, statistical, or personnel information or the business plans of -Discloser, and the foregoing shall not be deemed to grant to either party a -license under the other party's copyright or patents. The term "Residuals" means -information which may be retained in non-tangible form by person who have had -access to the Confidential Information, including without limitation general -ideas, concepts, know-how or techniques contained therein. Neither party shall -have any obligation to limit or restrict the assignment or reassignment of -personnel. - -Except as otherwise provided in this Agreement, the parties acknowledge that the -communications hereunder will not serve to impair the right of either party to -independently develop, make, use, procure or market products or services now or -in the future that may be similar to or competitive with those offered by -Discloser, nor require Recipient to disclose any planning or other information -to Discloser. This Section shall survive termination of this Agreement. - -7. Termination. This Agreement shall begin on the Effective Date above. Either -party may terminate this Agreement upon written notice to the other. Upon -termination of this Agreement, or earlier upon Discloser's request, Recipient -shall promptly return or destroy all documents and tangible items in its -possession which contain any part of the Confidential Information of Discloser. -In the event of termination of this Agreement, all obligations of -confidentiality shall survive and continue to bind Recipient in accordance with -their terms. - -8. Disclaimer. All Confidential Information is provided "AS IS", WITHOUT -WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent -or warrant the accuracy or completeness of the Confidential Information, that it -will release any product related to the Confidential Information, or that target -dates will be met. The entire risk arising out of the use of the Confidential -Information remains with Recipient. Discloser may change or cancel its plans at -any time. - -9. Limitation of Liability. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY -DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS -PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF -RECIPIENTS USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION. - -10. General. - -a. This Agreement shall be governed and construed in accordance with the laws - of Utah (without regard to conflicts of laws provisions). In any legal - proceeding arising out of this Agreement, the prevailing party shall be - entitled to an award of its costs and reasonable attorneys' fees. The - parties agree that Utah state and federal courts shall have jurisdiction - and venue in any such proceeding. - -b. Export Constraints. Recipient certifies that the Confidential Information - will only be used for the purposes expressly stated herein and will not be - rented, leased, sold, sublicensed, assigned, or otherwise transferred. - Recipient shall adhere to the U.S. Export Administration laws and - regulations and shall not export or re-export any technical data or - products received from Discloser or the direct product of such technical - data to any proscribed country listed in the U.S. Export Administration - regulations unless properly authorized by the U.S. government. - -c. Neither party may assign its rights or delegate its duties or obligations - under this Agreement without prior written consent, which shall not be - unreasonably withheld. The parties acknowledge that they have read this - Agreement, understand it, and agree to be bound by the terms and - conditions. - -Further, they agree that the complete and exclusive statement of the agreement -between the parties relating to this subject shall consist of this Agreement. -Any reproduction of this Agreement by reliable means will be considered an -original of this document. This Agreement is executed in English. - -COMPANY: SILVERSTRAM SOFTWARE, INC. - -SIGNATURE: /s/ Craig Dynes - -NAME: CRAIG DYNES - -TITLE: VP/CFO - -DATE: January 30, 2002 - - -NOVELL, INC. - -SIGNATURE: /s/ Bill Smith - -NAME: BILL SMITH - -TITLE: VP, MERGERS & ACQUISITIONS - -DATE: January 30, 2002 \ No newline at end of file diff --git a/contract-nli/raw/1043003_0000950170-98-000097_document_12.txt b/contract-nli/raw/1043003_0000950170-98-000097_document_12.txt deleted file mode 100644 index 273f11e8f6a632b04f6c4a161c62bcb5260d1331..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1043003_0000950170-98-000097_document_12.txt +++ /dev/null @@ -1,81 +0,0 @@ - - NON-DISCLOSURE REQUIREMENTS - -Pursuant to the Agreement to which this Exhibit B is annexed, Company may be -disclosing to Independent Contractor certain confidential business plans, -development plans, reports, financial information, design documents, -specifications, programmer notes, software (its own and/or third party), and/or -other information, whether or not so identified (together with any notes, -analyses, compilations, studies, or other documents that are based upon, -contain, or otherwise reflect such information, the "Confidential Information," -which shall include this Agreement). The parties agree as follows with respect -to treatment of the Confidential Information: - - 1. Independent Contractor shall use the Confidential Information solely -for the purpose of performing the Services specified in the applicable SOW and -not for any other purpose. Except to the extent permitted by Section 3 below, -Independent Contractor will not disclose the Confidential Information, in whole -or in part, to any other party. In fulfilling its obligations under this -Agreement, Independent Contractor shall use at least the same standard of care -it uses to protect its own information of similar kind, but not less than a -reasonable standard of care. - - 2. The term "Confidential Information" shall be deemed not to include -information which (i) is or becomes generally available to the public other than -(a) as a result of a disclosure by Independent Contractor or any other person -who directly or indirectly receives such information from the Independent -Contractor or (b) in violation of a confidentiality obligation to the Company -known to Independent Contractor or (ii) is or becomes available to Independent -Contractor on a non-confidential basis from a source which is entitled to -disclose it to Independent Contractor or (iii) is independently developed by -Independent Contractor without benefit of the Confidential Information. - - 3. In the event that Independent Contractor is required by law or by -interrogatories, requests for information or documents, subpoena, Civil -Investigative Demand, or similar process to disclose any information supplied to -Independent Contractor pursuant to the Agreement, including without limitation -the Confidential Information or any other information the disclosure of which is -restricted by the terms of this Exhibit B, Independent Contractor will provide -the Company with prompt prior written notice of such request or requirement so -that the Company may seek an appropriate protective order. If, in the absence of -a protective order, Independent Contractor is nonetheless, in the written -opinion of its counsel (which shall be forwarded to the Company upon request), -compelled to disclose Confidential Information or any other information the -disclosure of which is restricted by the terms of this Exhibit B to any tribunal -or else stand liable for contempt or suffer other material censure or penalty, -Independent Contractor may disclose only that portion of the Confidential -Information or other information which it is advised in writing by its counsel -(which shall be forwarded to the Company upon request) is so legally compelled -and Independent Contractor will exercise its best efforts to obtain assurance -that confidential treatment will be accorded such Confidential Information. - - 4. All Confidential Information disclosed by the Company to Independent -Contractor shall be and shall remain the Company's property. Upon termination of -the Agreement, Independent Contractor shall redeliver all tangible Confidential -Information furnished by the Company. Except to the extent Independent -Contractor is advised in writing by counsel that such action is prohibited by -law, Independent Contractor will also destroy all written material, memoranda, -notes, and other writings or recordings whatsoever prepared by it based upon, -containing, or otherwise reflecting any Confidential Information. Any -Confidential Information that is not returned or destroyed, including without -limitation any oral Confidential Information, shall remain subject to the -confidentiality obligations set forth in this Exhibit B. - - 5. Independent Contractor acknowledges and agrees that money damages would -not be a sufficient remedy for any breach of this Exhibit B by Independent -Contractor and that the Company shall be entitled to specific performance, -including without limitation injunctive relief, as a remedy for any such breach. -Such remedy shall not be deemed to be the exclusive remedy for breach of this -Exhibit B but shall be in addition to all other remedies available at law or -equity. Independent Contractor agrees to reimburse the Company for costs and -expenses (including without limitation attorneys' fees) incurred by the Company -in connection with the enforcement of this Exhibit B. - - 6. If any provision of this Exhibit B is not enforceable in whole or in -part, the remaining provisions of this Exhibit B shall not be affected thereby. -No failure or delay in exercising any right, power, or privilege hereunder shall -operate as a waiver thereof, nor shall any single or partial exercise thereof -preclude any other or further exercise thereof or the exercise of any other -right, power, or privilege hereunder. - - 4 \ No newline at end of file diff --git a/contract-nli/raw/1043431_0000950133-00-000090_document_15.txt b/contract-nli/raw/1043431_0000950133-00-000090_document_15.txt deleted file mode 100644 index 81bdd03c4813471f22fa5b9baeecfdfd2986c5b6..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1043431_0000950133-00-000090_document_15.txt +++ /dev/null @@ -1,156 +0,0 @@ - 1 - EXHIBIT (c)(4) - - - MUTUAL NON-DISCLOSURE AGREEMENT - - -This Agreement is entered into on October 14, 1999 between Best Software, Inc., -with its principal place of business at 11413 Issac Newton Square, Reston, VA -20190 and Sage Software, Inc., with its principal place of business at 56 -Technology Drive, Irvine, CA 92618. - - WHEREAS, the Parties are contemplating business and technical discussions -concerning a possible business combination. - - WHEREAS, the Parties may need or want to disclose certain Information to -each other on a confidential basis to further their discussions concerning such -business and technical developments; - - NOW, THEREFORE, in consideration of the disclosure of Information (as -defined herein) by either Party, the Parties agree as follows; - -1. Definitions: - - "Information" is defined as communications or data including, but not - limited to, business information, marketing plans, technical or financial - information, customer lists or proposals, sketches, models, samples, - computer programs and documentation, drawings, specifications, whether - conveyed in oral, written, graphic, or electromagnetic form or otherwise. - - "Party" is defined as either entity executing this Agreement and any - subsidiary, division, affiliate, or parent company of such entity. - -2. All Information related to the parties' business or technical discussions - described in the Preamble to this Agreement that is disclosed by one - Party ("Disclosing Party") to the other ("Receiving Party") shall be - protected by the Receiving Party. - -3. Information of the Disclosing Party shall remain the property of the - Disclosing Party. The Receiving Party agrees to protect the Information - of the Disclosing Party against unauthorized disclosure and warrants that - it applies reasonable safeguards against the unauthorized disclosure - Information. - -4. The Receiving Party agrees that: (i) the Information shall be used solely - for the purpose described in the preamble to this Agreement; (ii) it will - not use any Information disclosed hereunder for any other purpose; and - (iii) it will not distribute, disclosure or disseminate Information to - anyone except its employees and agents with a need to know and who, in - - - - 1 - 2 - - each case, have been informed of the confidential nature of the - Information and have agreed to be bound by the terms of this Agreement. - -5. The Information shall be treated as confidential and safeguarded - hereunder by the Receiving Party for a period of two (2) years. - -6. This Agreement shall not apply to Information that: - - (a) is in or enters the public domain, through no fault of the - Receiving Party; or - - (b) is or has been disclosed by the Disclosing Party to the Receiving - Party or to a third party without restriction; or - - (c) is already in the possession of the Receiving Party, without - restriction and prior to disclosure of the information hereunder; - or - - (d) is or has been lawfully disclosed by a third party to the - Receiving Party without an obligation of confidentiality. - - Notwithstanding the above, nothing hereunder shall prevent the Receiving - Party from disclosing Information which it is required to disclose by - court order or pursuant to the rules and regulations of a governmental - agency or body, in either case having jurisdiction over the Receiving - Party, to the extent so required by such court order or the published - rules and regulations of such governmental authority; provided, however, - that prior to any such disclosure the Receiving Party shall (i) notify - the Disclosing Party promptly in writing of any order or request to - disclose and of the facts and circumstances surrounding such order or - request so that the Disclosure Party may seek an appropriate protective - order and (ii) cooperate with the Disclosing Party in any proceeding to - obtain an appropriate protective order. - -7. In the event that the above-mentioned business combination is not - completed, each Party agrees not to solicit, entice or offer employment - to any employees of the other Party before one (1) year from the date of - this Letter; provided, however, that the foregoing shall not prohibit - either Party from employing any individual who has received notice of - termination from, or ceased to be employed by, the other Party prior to - the first time such individuals discussed, directly or with any - representatives, employment by the hiring Party. - -8. Each Party acknowledges that in its examination of the Information it - will be exposed to material nonpublic information concerning the business - and financial condition of the Disclosing Party and consequently the - Receiving Party agrees that prior to the date two (2) years from the date - hereof, without the prior written approval of the Board of Directors of - the Disclosing Party, the Receiving Party will not (and will insure that - its affiliates (and any person acting on behalf of or in concern with the - Receiving Party or any affiliate) will not) purchase or otherwise acquire - (or enter into any agreement or - - - - 2 - 3 - - make any proposal to purchase or otherwise acquire) any securities of the - Disclosing Party, any warrant or option to purchase such securities, any - security convertible into any such securities or any other right to - acquire such securities. - -9. Except as expressly provided herein no license or right is granted by the - Disclosing Party to the Receiving Party under any patent, patent - application, trademark, copyright, software or trade secret. - -10. At the Disclosing Party's request, all Information of the Disclosing - Party in tangible form, or any copies thereof, that is in the possession - of the Receiving Party shall be returned to the Disclosing Party or - destroyed. - -11. Each Party agrees that it will not disclose the subject matter or terms - of this Agreement or the discussion between the Parties without the - written consent of the other Party. - -12. This Agreement shall terminate two (2) years from the date first written - above. Any amendment of this Agreement must be in writing and signed by - authorized officials of each Party. No failure or delay in exercising any - right under this Agreement shall operate as a waiver thereof. - -13. This Agreement shall be governed by the laws of the Commonwealth of - Virginia. - - -Best Software, Inc. Sage Software, Inc. - ------------------- - -By: /s/ David N. Bosserman By: /s/ James R. Eckstaedt - ---------------------- ----------------------- - -Name: David N. Bosserman Name: James R. Eckstaedt - ------------------ ------------------ - -Title: Chief Financial Officer Title: Vice President Finance and - ----------------------- -------------------------- - Chief Financial Officer - ----------------------- - - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1044777_0000950124-98-000388_document_7.txt b/contract-nli/raw/1044777_0000950124-98-000388_document_7.txt deleted file mode 100644 index 7035b00a481b31290b872a6b91ec41ed62bf0f22..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1044777_0000950124-98-000388_document_7.txt +++ /dev/null @@ -1,52 +0,0 @@ - - CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT - - It is understood and agreed that the following shall govern the oral -and/or written disclosure of CONFIDENTIAL INFORMATION by VASCO DATA SECURITY, -INC. ("VASCO") to HUCOM, INC. ("HUCOM") concerning the VASCO SmartCard Reader, -AccessKey, Digipass and software products. - - The CONFIDENTIAL INFORMATION is disclosed in confidence so that HUCOM may -evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in -the commercial exploitation thereof. In consideration of the disclosure, HUCOM -agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as -confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly -available through no act or failure to act on the part of HUCOM as evidenced by -written documentation. - - HUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION -other than for the above-mentioned purpose(s) and will not disclose CONFIDENTIAL -INFORMATION to any other person without the prior written consent of VASCO, -except that if HUCOM is a corporation, CONFIDENTIAL INFORMATION may be disclosed -to a person within the company on a need-to-know basis. If no satisfactory -arrangement is concluded between the parties, or if otherwise requested by -VASCO, HUCOM agrees to return to VASCO any written disclosure of CONFIDENTIAL -INFORMATION provided by VASCO plus any copies, notes, summaries or other -materials derived from the CONFIDENTIAL INFORMATION. - - With respect to the subject matter set forth above, this Agreement -constitutes the entire agreement between the parties and supersedes any previous -oral or written representations, understandings or agreements as to the above -subject matter. - - - -VASCO DATA SECURITY, INC. HUCOM, INC. - -T. Kendall Hunt Hideaki Sato ------------------------------- ------------------------------ -NAME NAME - -Chief Executive Officer CEO & President ------------------------------- ------------------------------ -TITLE TITLE - - -/s/ T. Kendall Hunt /s/ Hideaki Sato ------------------------------- ------------------------------ -SIGNATURE SIGNATURE - -6/3/97 6/3/97 ------------------------------- ------------------------------ -DATE DATE - diff --git a/contract-nli/raw/1045080_0001047469-02-004620_a2094681zex-99_d5.htm b/contract-nli/raw/1045080_0001047469-02-004620_a2094681zex-99_d5.htm deleted file mode 100644 index dec50d658749f6ce66a27710c427a0fa91c5d0af..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1045080_0001047469-02-004620_a2094681zex-99_d5.htm +++ /dev/null @@ -1,223 +0,0 @@ - - - - - -
-QuickLinks - -- Click here to rapidly navigate through this document - -

- -
Exhibit 99(d)(5)

- -

MUTUAL CONFIDENTIALITY AND
-NON-DISCLOSURE AGREEMENT

- -

        This Mutual Confidentiality and Non-Disclosure Agreement (this "Agreement") is made this            day of March, 2002, and -effective as of -February 26, 2002, between MDI Entertainment, Inc. ("MDI"), whose address is 201 Ann Street, 5th Floor, Hartford, Connecticut 06103 and Scientific Games Corporation -("Scientific Games") whose address is 750 Lexington Avenue, 25th Floor, New York, New York 10022.

- -

W I T N E S S E T H:

- -

        WHEREAS, in connection with the analyses of a possible negotiated transaction between MDI and Scientific Games (collectively, the "Companies"), each of the -Companies has requested or will request certain oral and written information concerning the other Company from the officers, directors, employees and/or agents of the respective Companies -(collectively, the "Evaluation Material").

- -

        NOW, -THEREFORE, in consideration of the premises, each of which is made a contractual part hereof, MDI and Scientific Games agree in consideration of furnishing the other party with the -Evaluation Material (it being understood that the parties are also agreeing to cause such of their respective affiliates, representatives and agents, including but not limited to, investment bankers, -attorneys and accountants, which are provided with the Evaluation Material to comply with the provisions hereof):

- -
    - -

            (1)  The -Evaluation Material will be used solely for the purpose of evaluating a possible transaction between the Companies and not in any way directly or indirectly -detrimental to the Companies (competitively or otherwise), and unless and until the parties have completed a transaction pursuant to a formal contractually binding agreement ("Definitive Agreement"), -such information will be kept confidential, except that each party may disclose the Evaluation Material or portions thereof to those of its directors, officers, employees, consultants, advisors and -professional representatives (the persons to whom such disclosure is permissible being collectively called "Representatives") in each case who need to know such information for the purpose of -evaluating a possible transaction between the Companies; provided, however, that prior to disclosing the -Evaluation Material or any portion thereof to -any of such Representatives, the disclosing party will secure the undertaking of its Representative to be bound by the terms of this Confidentiality Agreement to the same extent that the disclosing -party is bound by this Agreement. Each party agrees to be responsible for any breach of this Agreement or such undertaking by it or its Representatives. In the event that either party or any of its -Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Evaluation Material, such -party shall provide the other party with prompt prior written notice of such requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with -the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the other party waives compliance with the provisions hereof, the disclosing party agrees -to furnish only that portion of the Evaluation Material which it is advised by written opinion of its counsel is legally required and to exercise reasonable efforts to obtain assurance that -confidential treatment will be accorded such Evaluation Material.

    - -

            (2)  The -term "Evaluation Material" does not include any information which (i) at the time of disclosure or thereafter is generally available to and known by the -public (other than in the case of Evaluation Material for Scientific Games as a result of a disclosure directly or indirectly by MDI or its Representatives and in the case of Evaluation Material for -MDI as a result of a disclosure directly or indirectly by Scientific Games or its Representatives), (ii) was or becomes available to Scientific Games or MDI on a nonconfidential basis from a -source other than the other party or its advisors, provided that such source is not and was not bound by a confidentiality agreement with or for the benefit of the party with respect to whom the -information pertains, or (iii) was in

    - -
-
- - -
    -
    - -

    -the possession of the disclosing party prior to the date of this Agreement and was obtained by such party without the breach, directly or indirectly, by such party or any other person of any -obligation or duty owed to the party with respect to whom the information pertains.

    - -

            (3)  If -a transaction between the Companies is not consummated or if either party at any time so requests, each party will promptly return to the other party all copies of -the Evaluation Material in its possession or in the possession of its Representatives, and each party will destroy all copies of any analyses, compilations, studies or other documents prepared by it -or for its use containing or reflecting any Evaluation Material.

    - -

            (4)  Without -the prior written consent of the other party, each party will not, and will cause its Representatives not to, disclose to any person either the status of the -investigations, discussions or negotiations taking place concerning a possible transaction between the parties, or that either party has requested or received Evaluation Material from the other party -or any of the terms, conditions or other facts with respect to any such possible transaction except as disclosed in that certain letter of intent between the parties dated February 25, 2002. -The term "person" as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or individual. -The obligations of Scientific Games and MDI under this paragraph (4) shall be subject to their disclosure obligations under federal and state securities laws.

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            (5)  It -is understood that each party will arrange for appropriate contacts for due diligence purposes. It is further understood that all (i) communications regarding -the possible negotiated transaction contemplated hereby, (ii) requests for additional information, (ii) requests for facility tours or management meetings and (iv) discussions or -questions regarding procedures, will be submitted or directed, in the case of Scientific Games, to Mr. Martin E. Schloss or Mr. C. Gray Bethea, Jr., and in the case of MDI, to Steve M. -Saferin or Kenneth M. Przysiecki.

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            (6)  Each -party understands and acknowledges that the other party is making no representation or warranty, express or implied, as to the accuracy or completeness of the -Evaluation Material, and neither the disclosing party, nor any of its respective officers, directors, employees, stockholders, affiliates or agents will have any liability to the other party or any -other person resulting from such other party's use of the Evaluation Material. Only those representations or warranties that are made to MDI or Scientific Games, as the case may be, in a Definitive -Agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Definitive Agreement, will have any legal effect.

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            (7)  Each -party also understands and agrees that no contract or agreement providing for any transaction shall be deemed to exist between the parties unless and until a -Definitive Agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with or involving the other -party or any of its businesses based on the purported existence of any such contract or agreement unless and until and only to the extent that the parties shall have entered into a Definitive -Agreement with respect to which a breach is alleged. Each party also agrees that unless and until a Definitive Agreement between the parties with respect to a negotiated transaction has been executed -and delivered, neither of the parties nor their stockholders has any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this Agreement or any other written or -oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this paragraph, the term "Definitive Agreement" -does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid on the part of either party. Each -party further understands that (i) each party shall be free to negotiate for or with respect to any transaction respecting itself or any or all of its business as such party in its sole -discretion shall determine (including, without limitation, negotiating with any of prospective merger partners, sellers or buyers

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    -and entering into a Definitive Agreement respecting any thereof without prior notice to the other party or any other person) and (ii) each party shall not have any claims whatsoever against -the other party, or any of such other party's respective directors, officers, stockholders, affiliates or agents arising out of or relating to any such transaction (other than those as against the -parties to a Definitive Agreement with you in accordance with the terms thereof). Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of -the party which is sought to be bound, which consent shall specifically make such waiver or amendment.

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            (8)  Each -party agrees that the other party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions -of this Agreement, in addition to all other remedies available to the other part at law or in equity.

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            (9)  It -is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor -will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

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        This -Agreement is for the benefit of the parties and will be governed by and construed in accordance with the laws of the State of Delaware. The obligations of the parties under this -Agreement will expire three (3) years from the date of this Agreement.

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        IN -WITNESS WHEREOF, the undersigned, by their duly authorized officers have caused this Agreement to be executed as of the date first written above.

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  SCIENTIFIC GAMES CORPORATION

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-By:
 
-/s/  MARTIN E. SCHLOSS      
    Name: Martin E. Schloss
    Title: Vice President

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-MDI ENTERTAINMENT, INC.

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-By:
 
-/s/  STEVEN M. SAFERIN      
    Name: Steven M. Saferin
    Title: Chief Executive Officer
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- - - - - \ No newline at end of file diff --git a/contract-nli/raw/1046880_0001193125-11-323050_d262064dex992.htm b/contract-nli/raw/1046880_0001193125-11-323050_d262064dex992.htm deleted file mode 100644 index 89c85b18b7d03a0d6c1c4c78e15df847e452ba57..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1046880_0001193125-11-323050_d262064dex992.htm +++ /dev/null @@ -1,206 +0,0 @@ - -Non-Disclosure Agreement dated as of October 7, 2011 - - - -

Exhibit 99.2

STRICTLY CONFIDENTIAL

October 7, 2011

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Russian Standard Vodka

Pulkovskoye Shosse, -46/2,

Saint-Petersburg,

196140, -Russia

 

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Attention:  Ilya Blinov
  General Manager
  Russian Standard Vodka

Dear Mr. Blinov:

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this -“Agreement”) is dated as of October 7, 2011 by and between Russian Standard Vodka (the “Receiving Party”) and Central European Distribution Corporation (together with its subsidiaries, the -“Company”).

1. Confidential Information; Representatives. (a) The Receiving Party has indicated -interest in cooperation possibilities, and, in order to assist the Receiving Party in evaluating such cooperation, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and -prospects of the Company (all such information, the “Confidential Information”). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, partners, members, employees, -agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, financial advisors and other persons with whom the Receiving Party plans to work with respect to a potential -cooperation (only those who receive the Confidential Information and are acting on Recipient’s behalf or in conjunction with the Recipient with respect to a potential cooperation possibility, collectively, “Representatives” of -the Receiving Party), the Receiving Party agrees to treat the Confidential Information in accordance with the provisions of this Agreement.

(b) The term “Confidential Information” shall include, without limitation, any and all information concerning the Company and its business, operations, strategy or prospects that is furnished to -the Receiving Party or its Representatives by or on behalf of the Company and identified as confidential, whether furnished on or after the date of this Agreement, including, without limitation, any written analyses, business or strategic plans, -compilations, studies, data, reports, interpretations, projections, forecasts,

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-records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized form or otherwise), that contain or otherwise -reflect information concerning the Company or its business, operations, strategy or prospects prepared by or on behalf of the Receiving Party or any of the Receiving Party’s Representatives or that otherwise reflect any conversations with -Company Representatives (as defined below) describing or relating thereto. For any information transmitted orally to be deemed “Confidential Information”, it must be memorialized in writing, identified as confidential and provided to the -Receiving Party in written form within five days of its disclosure to the Receiving Party. The Company acknowledges and agrees that neither it nor any of its Representatives have provided nonpublic information with respect to the Company to the -Receiving Party prior to the execution and delivery of this Agreement.

2. Excluded Information. The Confidential -Information shall not include information that (a) is or becomes available to the public other than as a result of acts by the Receiving Party in breach of the terms of this Agreement, (b) was in the Receiving Party’s or its -Representatives’ possession nor to disclosure by the Company, (c) is disclosed to the Receiving Party or its Representatives by a third party not known by the Receiving Party or its Representatives to be bound by any duty or obligation of -confidentiality on a non-confidential basis to the Company with regards to the information or (d) is independently developed by you or your Representatives without violating your obligations under this Agreement.

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3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall direct its -Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of -information contained in the Confidential Information to which the Company gives its prior written consent, and (ii) any information contained in the Confidential Information may be disclosed to the Receiving Party’s Representatives who -reasonably require access to such information for the purpose of evaluating a possible cooperation and who agree to keep such information in confidence to the same extent as described herein. The Receiving Party shall be responsible for any breach -of the terms of this Agreement by the Receiving Party or the breach of the terms of this Agreement applicable to Representatives by any of its Representatives.

(b) The Receiving Party agrees that, for a period of one (1) year from the date of this Agreement, the Receiving Party shall not use the Confidential Information to (i) divert or attempt to -divert any known business or customer of the Company or (ii) solicit for employment, or initiate contact for employment with, any known employee of the Company; provided, however, nothing will prohibit: (i) recruiting efforts that are not -based on confidential information or general advertisement or other recruiting efforts not specifically targeting employees of the Company and the hiring as a result, (ii) the solicitation and hiring of any individual who is no longer employed -by the Company at the time of such solicitation or hiring and (iii) the hiring by you of anyone who initiates contact with you regarding such employment.

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4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of -the other party or except as may be required by applicable law or regulation or other legal process, neither the Receiving Party or its Representatives nor the Company or its Company Representatives (defined below) shall disclose to any person that -any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content and status of such discussions or negotiations (the “Discussion Information”). With respect to the -Receiving Party, the foregoing shall not apply to persons with which the Receiving Party plans to work for the purpose of a possible cooperation in the context of its discussions with the Company.

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5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if -any) is to be made available to the Receiving Party and its Representatives, provided, that the Receiving Party may decline to receive Confidential Information at any time for any reason. Neither the Company nor any of its directors, officers. -employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the “Company Representatives”) will be under any obligation to make any particular Confidential Information available to the Receiving -Party or any of the Receiving Party’s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, -express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party’s -Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom, absent fraud or willful misconduct. Only those representations and warranties (if any) that are -included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal -effect.

6. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party -will return or destroy, at its sole option, all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents prepared by the Receiving Party or its Representatives that contain or reflect to a -substantial degree any Confidential Information. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 6, the Receiving Party and its Representatives will continue to be bound by their -confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, any return or destruction is subject to law, regulation and internal document retention policies.

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7. Disclosure Pursuant to Law, Regulation, Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it -discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another -governmental agency or as

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-otherwise required pursuant to law, regulation or other legal process, the Receiving Party shall (if legally practicable or permitted) (a) promptly notify the Company of the existence, terms -and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, -furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by outside legal counsel is legally required to be disclosed and (d) take commercially reasonable efforts to cooperate with -the Company (at the Company’s expense) in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will -be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed. Notwithstanding the foregoing, the Receiving Party or its Representatives will be permitted to disclose the -Confidential Information or any portion thereof upon the routine request of any government or regulatory body having or claiming to have authority to regulate or oversee any aspect of your or your Representatives’ business of that of its -affiliates, provided that they shall advise the governmental or regulatory body of the confidential nature of such information.

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8. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company -with respect to a possible cooperation has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such cooperation by virtue of this or any other written or -oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.

9. Remedies. Each party acknowledges that in the event of any breach of the terms of this Agreement, the other party may not be made whole by monetary damages only. Accordingly, each -party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to seek, at its sole expense, an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this -Agreement.

10. Communications. Without the Company’s prior written consent, which may be withheld -by the Company in its sole discretion, the Receiving Party shall not (and shall direct its Representatives not to) initiate (other than through the Company’s financial and legal advisors, as designated by the Company in writing and other than -contacts made or initiated in the ordinary course of business) any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible cooperation between the -parties or (c) communication relating to the business of the Company or its affiliates or the possible cooperation, in each case, with any officer, director or employee of the Company or any of its affiliates. The foregoing shall not apply to -communication with the Chief Executive Officer of the Company Bill Carey.

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11. Securities Laws. The Receiving Party acknowledges that it is aware and that the -Receiving Party and its Representatives have been advised that the United States securities laws may prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from -communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Notwithstanding the foregoing or anything to the contrary in this Agreement, -the Company acknowledges and agrees that this Agreement is in no way intended to restrict Receiving Party’s (or its Representatives’) ability to trade in securities or instruments (whether physical or derivative) of the Company or any of -its affiliates or subsidiaries.

12. Entire Agreement; Amendments. This Agreement represents the entire understanding -and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this -Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

13. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude -any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

14. Governing Law. -This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. The Receiving Party and its Representatives: (a) irrevocably and unconditionally consent and -submit to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement: (b) agree that service of any process, summons, notice or -document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against the Receiving Party or any of its Representatives; (c) irrevocably -and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and -unconditionally waive the right to plead or claim, and irrevocably and unconditionally agree not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court -located in the State of New York has been brought in an inconvenient forum.

15. Expenses. In the event of litigation -relating to this Agreement, if a court of competent jurisdiction issues a final, non-appealable judgment, then the non-prevailing party shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has -incurred in connection with such litigation, including any appeal therefrom.

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16. Captions. The Captions contained in this Agreement are for -convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.

17. -Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

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18. Termination. This Agreement shall terminate and be of no further force and effect one (1) year from the date hereof. -

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IN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first -written above.

 

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CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By: 

/s/ Christopher Biedermann

Name: Christopher Biedermann
Title: CFO
Russian Standard Vodka
By: 

/s/ Ilya Blinov

Name: Ilya Blinov
Title: General Manager
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Exhibit (d)(3)

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CONFIDENTIALITY, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

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This Confidentiality & Non-Disclosure Agreement (“Agreement”) is made and entered into as of May 1, 2013 (“Effective Date”), by and between Verenium Corporation, a Delaware corporation located at 3550 John Hopkins Court, San Diego, CA 92121 (“Verenium”), and BASF Corporation, a Delaware corporation with a principal address at 100 Campus Drive, Florham Park, New Jersey 07932 (for notice purposes, Attention: General Counsel)  (including its Affiliates, “Company”), individually known as a “Party” and collectively known as the “Parties”.

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Verenium intends to disclose to Company certain of its Confidential Information as Verenium deems necessary in order for the Company to evaluate a potential transaction of mutual interest (the “Purpose”).  In consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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1.              “Confidential Information” shall mean the Purpose (including the contemplated transaction), identity of, and any discussions or negotiations between, the Parties, existence of this Agreement, and any and all information whether in oral, written, graphic or electronic form, including but not limited to, data, know-how and any and all subject matter (whether patentable or not, including without limitation any derivatives thereof) pertaining to Verenium’s research, financial data, sales information, inventions, development, materials, technology, trade secrets, work in process, marketing, business plans, regulatory information and strategies, scientific, engineering and/or manufacturing processes or equipment, protocols, assays, strains, compounds, genes, gene pathways, enzymes, peptides, the commercial applications of genes, gene pathways, enzymes, peptides, accessing microbial diversity, manipulating and modifying genes and gene pathways, identifying bioactive compounds through recombinant techniques and any other elements of Verenium’s business which Verenium considers to be of value, including its present or future products, projections, sales, pricing, customers, employees, investors and contractual relationships.

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2.              Subject to the provisions of paragraphs 3 and 4 of this Agreement, (i) Company, as recipient of Confidential Information from or on behalf of Verenium, shall use such Confidential Information solely for the Purpose and for no other purpose or use, and (ii) Company shall not disclose to any third party any Confidential Information received from or on behalf of Verenium hereunder.  Upon discovery of any loss or unauthorized disclosure of Confidential Information, Company shall immediately notify Verenium.

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3.              Company agrees to treat Confidential Information received from or on behalf of Verenium, with at least the same degree of care that Company uses to protect its own Confidential Information. Company shall only disseminate Confidential Information to such of its Representatives with a special need to know for carrying out the Purpose of this Agreement.  In addition, Company hereby agrees that such Representatives shall be informed of the confidential and proprietary nature of the Confidential Information received and that such Representatives shall be bound by the terms hereof or subject to confidentiality and non-use obligations no less restrictive than those set forth herein.  Company shall be liable for any disclosure or use of the Confidential Information by its Representatives in a manner not authorized by this Agreement.  “Representative” means any employee, consultant, contractor, officer, agent, advisor, and/or director of a Party.  “Affiliate” for purposes of this Agreement shall mean any one or more business entities which are: (a) owned or controlled by, (b) owning or controlling, or (c) under common control with a Party at the time in question.  Ownership, direct or indirect, of more than fifty percent (50%) of the voting stock or other equity interests of an entity ordinarily entitled to vote in the election of directors or similar governing body of an entity shall, without limitation, constitute ownership or control thereof.

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4.              The Company shall have no obligations to Verenium with respect to the use of such information, or disclosure to others not party to this Agreement, of such information which:  (a) prior to disclosure was rightfully known to or in the possession of Company as evidenced by Company’s competent written records and not subject to any confidentiality or non-disclosure obligations or restrictions; (b) is or becomes publicly known during the time period in which Company’s duties and obligations hereunder extend, through no fault, unauthorized act or omission of Company or its Representatives; (c) was provided without restriction on disclosure by a third party who had the lawful right to make such disclosure and where such disclosure was not in violation of any obligation, contractual or otherwise, owed by such third party to Verenium; (d) is rightfully and in good faith developed by Company independently of any disclosures made under this Agreement, as evidenced by Company’s competent written records; or (e) is required by applicable law, regulation or bona fide legal process to be disclosed by Company, provided, however, that Company takes all reasonable steps to restrict and maintain the confidentiality of such disclosure (including, without limitation, seeking a protective order or confidential treatment thereof, as the case may be), and provides reasonable prior written notice to Verenium of the requirement to disclose such information and the specific disclosure(s) proposed to satisfy such law(s), regulation(s) or legal process(es).

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5.              Confidential Information shall not be reproduced by Company in any form except as required to accomplish the intent of this Agreement.  Any reproduction of any Confidential Information by Company shall remain the property of Verenium unless otherwise authorized in writing by Verenium.

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6.              Company agrees, upon request, to promptly return or destroy all items relating to Confidential Information, including but not limited to, all materials, written materials, drawings, data and records provided or otherwise made available by Verenium, and all copies (in any form) thereof, with a certificate of compliance with the foregoing, executed by an appropriate officer of Company within 30 days of such request, provided that the Company may maintain a single copy of such Confidential Information within its Legal Department for archival purposes.  Notwithstanding the return or destruction of Confidential Information, Company and its Representatives shall continue to be bound by the obligations hereof.

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7.              All right, title and interest in and to Confidential Information shall be retained by Verenium and nothing in this Agreement shall be construed as granting any license or right under any patent or other intellectual property rights, or other rights, or representing any commitment by either Party to enter into any additional agreement, by implication or otherwise, or creating any partnership, joint venture or agency relationship. All Confidential Information provided hereunder is provided “AS IS” and without any warranty, express, implied, or otherwise, regarding its accuracy or performance.  Verenium shall have no liability to Company of any nature or kind whatsoever, directly or indirectly, resulting from or arising out of the reliance or use by Company of any Confidential Information.

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8.              Company acknowledges that it is aware, and will advise its Representatives who are informed of the Purpose or who review Confidential Information, of the restrictions imposed by the United States securities laws on the purchase or sale of Verenium’s securities by any person who has received material, non-public information about Verenium and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

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9.              During the one-year period commencing on the date of this Agreement (the “Standstill Period”), neither the Company nor any of its Representatives will, in any manner, directly or indirectly (except to the extent agreed by Verenium): (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Verenium or any securities of any subsidiary or other Affiliate of Verenium, in excess of five (5) percent of the outstanding securities of any such company (with any such acquisition, regardless of size, only being made at such time as neither the acquiring party nor any of its Affiliates is in possession of material, non-public information about Verenium), (ii) any acquisition of any assets of Verenium or any assets of any subsidiary or other Affiliate of Verenium, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Verenium or any subsidiary or other Affiliate of Verenium, or involving any securities or assets of Verenium or any securities or assets of any subsidiary or other Affiliate of Verenium, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Verenium; (b) form, join or participate in a “group” (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Verenium; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Verenium; (d) take any action that might require Verenium to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence; (f) assist, induce or encourage any other person or entity to take any action of the type referred to in clause “(a)”, “(b)”, “(c)”, “(d)” or “(e)” of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other person or entity relating to any of the foregoing.  The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.  Notwithstanding the foregoing, (i) the Company and its Representatives shall not be precluded from submitting a topping or other offer or otherwise participating in any process not initiated by the Company or its Affiliates or Representatives in which the securities or assets of Verenium or any subsidiary or other Affiliate of Verenium are for sale or are being or have been sold, and (ii) upon filing for protection under US Bankruptcy laws by Verenium or any subsidiary or Affiliate of Verenium the restrictions of this paragraph 9 shall be void and of no further force or effect with respect to the filing entity.

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10.       This Agreement shall constitute the entire understanding between the Parties with respect to the subject matter hereof and may be modified only in writing and signed by both Parties; provided, however, that any restrictions set forth on the Company or its Affiliates in any previous confidentiality or non-disclosure agreements between the Parties or their Affiliates shall remain in place for the periods set forth in any such agreements.  If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.  This Agreement, and rights and obligations hereunder, shall not be assigned.  This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, personal representatives, executors and administrators.

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11.       Company acknowledges that its breach of this Agreement will cause irreparable damage to Verenium and hereby agrees that Verenium shall be entitled to injunctive relief under this Agreement for such breach or threatened breach as well as such further relief as may be granted by a court of competent jurisdiction.

-

 

-

12.       This Agreement shall commence as of the Effective Date and shall terminate one (1) year thereafter, unless earlier terminated upon 30 days written notice to the other Party; provided, however, that the duties set forth in paragraphs 9 and 13 shall survive for the

-

 

-

2

-
-
- - -
-
-

 

-

periods set forth in paragraphs 9 and 13 and the Company’s duties and obligations to protect Confidential Information disclosed during the term (or any extension) of this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years.  Notwithstanding the foregoing, Company’s duties and obligations to protect a trade secret disclosed hereunder shall survive the termination or expiration of this Agreement indefinitely.

-

 

-

13.       During the one-year period commencing on the date of this Agreement (the “Non-Solicitation Period”), Company shall not, nor shall it permit its Affiliates or Representatives, to: (a) hire any employee of Verenium or enter into a contract with any employee of Verenium to provide services to Company (or any of its Affiliates), in each case involving an employee of Verenium with whom Company has contact as a result of this Agreement or discussions relating to a possible transaction between the Parties, without obtaining the prior written approval of Verenium, or (b) directly or indirectly, induce or attempt to induce or otherwise solicit, counsel, discuss, advise or encourage any such employee to leave or otherwise terminate such employee’s relationship with Verenium; provided, however, that the foregoing provisions of this paragraph 13 shall not apply to any employee of Verenium who was previously terminated by Verenium or who responds to a general solicitation or advertisement regarding employment with Company or its Affiliates.  The expiration of the Non-Solicitation Period will not terminate or otherwise affect any of the other provisions of this Agreement.

-

 

-

14.       All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic or facsimile transmission.  Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as a Party may specify in writing to the other Party.  Each Party represents and warrants that it has the authority to undertake the obligations set forth in this Agreement without breaching or violating any contractual or statutory obligation owed to another.  This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflict of laws principles.

-

 

-

ACCEPTED AND AGREED as of the date first written above.

-

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-

BASF CORPORATION

 -

Verenium Corporation
-

 

 -

 
-

By:

 -

/s/ Fried-Walter Münstermann

 -

 

 -

By:

 -

/s/ Jeffrey G. Black
-

 

 -

(signature)

 -

 

 -

 

 -

(signature)
-

Name:

 -

Fried-Walter Münstermann

 -

 

 -

Name:

 -

Jeffrey G. Black
-

 

 -

 

 -

 

 -

 

 -

 
-

Title:

 -

Executive Vice President and Chief Financial Officer

 -

 

 -

Title:

 -

Chief Financial Officer
-

 

-

3

-
-
- - -
- - - - \ No newline at end of file diff --git a/contract-nli/raw/1050277_0001047469-99-000663_document_7.txt b/contract-nli/raw/1050277_0001047469-99-000663_document_7.txt deleted file mode 100644 index 5bf7709d06df64c97d1295a10e0f2260905d5052..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1050277_0001047469-99-000663_document_7.txt +++ /dev/null @@ -1,56 +0,0 @@ - - - NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT - -This is to confirm that each of the named signatories, separately and -individually and their associates hereby agree that his/her corporation(s), -division(s), employees, agents and/or consultants will not disclose, make -contact with or otherwise be involved in any transaction involving that certain -proprietary information and/or client(s), merchant(s), customer(s) has been -disclosed by the following companies; - -Consumers On-Line Development Group, Inc., C.O.L.D. -Consumer Net Partners C.N.P. -Consumer Net Marketplace C.N.M. -CNM Network C.N.M.N. -SportCenter Partners S.C.P. -SportCenter On-Line S.C.O.L. - -hereinafter referred to as the "THE COMPANIES", which is hereby made a part -hereto this agreement, without the express approval of THE COMPANIES. I/we -further agree that in consideration of that certain information of this -agreement that I/we fully agree to hold all information confidential and that -such information will remain the express property of THE COMPANIES. - -It is understood that this agreement is a reciprocal one between the signatories -concerning the exchange of privileged information and contacts and will be held -as confidential unless otherwise released or agreed as to the release only in -written documentation by THE COMPANIES. - -It is also understood that a signatory cannot be considered or adjudged to be in -violation of this agreement when the violation is involuntary, due to the -situations beyond his/her control: examples being acts of GOD and/or civil -disturbances. Essentially, the spirit behind this agreement is one of mutual -trust and confidence, and one of reliance on each other to do what is fair and -equitable. - -It is agreed that any disputes that result between the parties whose signatures -appear below shall be submitted to arbitration in accordance with The State of -California Code of Procedure. The written determination of the arbitration -shall be final, binding, and conclusive on the parties. - -If either party sues the other party to enforce any of the terms of this -agreement, the prevailing party shall, in addition to all other damages, be -entitled to recover any and all legal fees incurred. - -IN REPRESENTATION OF: - ------------------------- ------------------------- -THE COMPANIES FREDRICK J. RICE - - -IN REPRESENTATION OF: - ------------------------- ------------------------- - DATE - -* All parties hereto of this agreement for any and all international rules and -or laws governing Non-Circumvention as to this agreement. \ No newline at end of file diff --git a/contract-nli/raw/1052303_0000950109-98-003654_document_16.txt b/contract-nli/raw/1052303_0000950109-98-003654_document_16.txt deleted file mode 100644 index 3eeac1eeb230d8d70df642ddba9d279b581752d0..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1052303_0000950109-98-003654_document_16.txt +++ /dev/null @@ -1,54 +0,0 @@ - - Confidential Draft - - - ADDENDUM A - MUTUAL NONDISCLOSURE AGREEMENT (page 2.) - -B. GENERAL - -1. Either party may terminate this MNDA without cause upon five (5) days - written notice given to the other, provided that confidentiality obligations - under Section A of this Attachment A shall survive termination hereof. - -2. No rights or obligations other than expressly recited herein are to be - implied here from. Nothing except that expressly stated herein shall - affect either party's present or prospective rights under any country's - patent laws, or be construed as granting any license under any present or - future patent or application therefor, or preclude marketing any product - unless such marketing constitutes unauthorized disclosure of INFORMATION. - -3. This MNDA shall be construed, interpreted and applied in accordance with the - laws of the Commonwealth of Massachusetts. - -4. Consistent with other provisions herein, each party assures that it will - not knowingly, without obtaining prior authorization from the U.S. Dept. - of Commerce Office of Export Administration, transmit directly or - indirectly the technical data received pursuant hereto or the immediate - product (including processes and services) produced directly by use of - such technical data to Afghanistan, People's Republic of China, or any - other Country Group Q, S, W, T, or Z country specified in Supplement No. I - to Part 370 of U.S. Dept. of Commerce Export Administration Regulations. - -5. This document and appendices contain the entire agreement between the - Parties and supersede any previous oral or written understandings, - commitments or agreements pertaining to the subject matter hereof. This - MNDA shall not be modified or changed in any manner except in a writing - signed by both parties. If a court of competent jurisdiction finds any of - the provisions hereto so over-broad as to be unenforceable, such - provisions may be reduced in scope by the court to the extent it deems - necessary to render the provision reasonable and enforceable. - -IN WITNESS WHEREOF, the Parties have caused this MDNA to be executed as of this -9th day of December __, 1996. - -DIGITAL EQUIPMENT CORPORATION TERAYON Corporation - ------------------------------ ----------------------------- -Signed Signed - ------------------------------ Jacob Tanz -Typed Name Typed Name - ------------------------------ Vice President, Marketing -Title Title \ No newline at end of file diff --git a/contract-nli/raw/1052946_0000950134-98-001627_document_4.txt b/contract-nli/raw/1052946_0000950134-98-001627_document_4.txt deleted file mode 100644 index 9691c0ea3d861303f117db7b45e285d30b458ca6..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1052946_0000950134-98-001627_document_4.txt +++ /dev/null @@ -1,113 +0,0 @@ - - - ADDENDUM B - - - - NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT - - - -This agreement is effective as of March 10, 1997 by and between Delta Steel, - -Inc., a Texas corporation, hereafter referred to as "Delta" or "party", and FWT, - -Inc., a Texas corporation, hereafter referred to as "FWT" or "party". - - - -WITNESSETH: - - - -1.0 Both parties understand the nature and character of this Agreement, and - -intend for this to be a fully binding agreement. The parties may use all legal - -means at their disposal to enforce this Agreement. Reference to Delta and FWT - -includes any subsidiary, affiliated or parent companies, and the directors, - -officers, employees, agents, representatives and contractors of the respective - -companies. - - - -1.1 "Period of Affiliation", as used below, refers to the period of the - -business relationship between the parties under the Cooperative Production - -Agreement dated March 10, 1997. - - - -1.2 Consideration for compliance with this Agreement is the opportunity to - -work under the aforementioned Cooperative Production Agreement and any - -remuneration in any form agreed to by the parties. This Agreement is intended to - -extend beyond the Period of Affiliation. - - - -2.0 Both parties agree that its representatives and employees will not at any - -time, either during or subsequent to the Period of Affiliation, either directly - -or indirectly, disclose to others or use any secret, confidential or proprietary - -information and know-how of the other party (whether or not developed by the - -other party) without that party's written consent. The term "secret, - -confidential or proprietary information and know-how" shall include, but shall - -not be limited to, company plans, customers, costs, programs, prices, computer - -programs and methods used, developed, investigated, made or sold, at any time, - -either before or during the parties' Period of Affiliation. - - - -2.1 Salary and compensation information is considered confidential and - -proprietary information, and is fully subject to the disclosure restrictions of - -this Agreement. - - - -3.0 The rights and obligations of the parties hereto shall be construed under - -the laws of the State of Texas and shall be binding upon the heirs, legal - -representatives and assigns with respect to the subject matter thereof. No - -changes to this Agreement shall be effective unless made in writing and executed - -by both parties. - - - -DELTA STEEL, INC. FWT, Inc. - -P.O. Box 2289 P.O. Box 8597 - -Houston, TX 77252 Fort Worth, TX 76124 - - - -BY: /s/ R. A. EMBRY BY: /s/ T. W. MOORE - - ----------------------- -------------------------- - -TITLE: PRESIDENT TITLE: PRESIDENT - - -------------------- ----------------------- - -DATE: 3/10/97 DATE: 3/31/97 - - --------------------- ------------------------ \ No newline at end of file diff --git a/contract-nli/raw/1053352_0001104659-07-049383_a07-17151_1ex10d5.htm b/contract-nli/raw/1053352_0001104659-07-049383_a07-17151_1ex10d5.htm deleted file mode 100644 index f6d06333541cf37f66b76287863500f56108fd19..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1053352_0001104659-07-049383_a07-17151_1ex10d5.htm +++ /dev/null @@ -1,671 +0,0 @@ - - - - - - - - - - - - - - -
- -

Exhibit 10.5

- -

NON-COMPETE, NON-SOLICITATION
-AND CONFIDENTIALITY AGREEMENT

- -

THIS NON-COMPETE, NON-SOLICITATION AND CONFIDENTIALITY -AGREEMENT (this “Agreement”) is entered into this 8th day of February, 2007, by and among Heritage -Commerce Corp, a California Corporation (“Heritage”), Heritage Bank of -Commerce, a California banking corporation (“HBC”) and James Mayer (“Shareholder”).

- -

WHEREAS, concurrently with the execution of this -Agreement, Heritage, HBC and Diablo Valley Bank (“Diablo”) have entered -into that certain Agreement and Plan of Merger (the “Merger Agreement”) -dated as of February 8, 2007 whereby on the Effective Date (as defined in -the Merger Agreement) Diablo will merge with and into HBC and HBC shall survive -the merger (the “Merger”).

- -

WHEREAS, Shareholder is the President and Chief -Executive Officer of Diablo and beneficially owns approximately 5.77% of the -issued and outstanding shares of Diablo common stock;

- -

WHEREAS, Shareholder acknowledges that the execution -and delivery of this Agreement by Shareholder is a condition precedent to the -obligations of the parties entering into the Merger Agreement and the -consummation of the Merger, and Shareholder acknowledges and agrees that -Heritage, HBC and Diablo would not proceed forward and consummate the transactions -contemplated under the Merger Agreement unless Shareholder enters into this -Agreement;

- -

WHEREAS, Heritage, HBC and Shareholder acknowledge -that the covenants and agreements of Shareholder contained in this Agreement -are necessary to protect and preserve Diablo’s business for the benefit of -Heritage and HBC after consummation of the transactions contemplated by the Merger -Agreement;

- -

WHEREAS, Shareholder has significant knowledge and -information concerning the business of Diablo and that such business is very -competitive;

- -

WHEREAS, Shareholder will receive significant -consideration for the Shareholder’s exchange of his Diablo common stock through -the Merger;

- -

WHEREAS, HBC has agreed to provide Shareholder with a -three year employment agreement pursuant to which Shareholder will become an -Executive Vice President of HBC on the Effective Date (as defined herein);

- -

WHEREAS, this Agreement shall become effective at the -Effective Time (as defined in the Merger Agreement) of the Merger (the “Effective -Date”);

- -

NOW, THEREFORE, in consideration of the promises and -covenants contained herein and for other good and valuable consideration, the -receipt, sufficiency and adequacy of which are mutually acknowledged by each -party, it is agreed as follows:

- -

1.             Definitions.  Capitalized terms used in this Agreement not -otherwise defined have the meaning given such term in the Merger Agreement.  For purposes of this Agreement, the term “Business” -means the business of banking (including, without limitation, the acceptance of -deposits and the making of loans) as conducted by state chartered banks, -nationally chartered banks or office of thrift supervision chartered -institutions conducting business in the state of California (a) to be -undertaken in the formation of a new banking organization or (b) engaged -in by an existing banking organization with $1 billon or less of assets.

- -

2.             Purpose.  Shareholder acknowledges and agrees that the -market for the Business is very competitive within the Restrictive Territory -(as defined herein), and one way that Diablo maintained its business and its -competitive position in the marketplace prior to the Closing was by investing -time and money in developing proprietary products, unique approaches to the -business, banking systems and strong client, vendor, and employee -relationships.  Shareholder further -acknowledges and agrees that proprietary and other information related to such

- - -

1


- - -
- - -

products, approaches and -relationships are highly confidential, and maintaining that confidentiality is -critical to Diablo’s success.  -Shareholder further acknowledges and agrees that Diablo has invested -substantial time and resources into developing relationships, customer lists -and business models and strategies and that disruption of such relationships or -misuse of such lists, models, and strategies would damage Heritage and HBC.

- -

3.             Shareholder -Covenants.

- -

(a)           Non-Competition.  Shareholder hereby covenants and agrees that -from the Effective Date until the third (3rd) anniversary of the Effective Date (“Restricted Period”), -Shareholder will not without the prior written consent of Heritage, engage or -participate or have any interest, directly or indirectly, in any Business -anywhere in the counties of Santa Clara, Alameda, Contra Costa, Marin, -San Francisco and San Mateo located in the State of California (“Restricted -Territory”) (all such entities shall be referred to each as “Competitor” or -collectively as “Competitors,”), with respect to the following acts:  (i) own any equity interest in any -Competitor; (ii) operate, join, control, advise, become a founder or -otherwise participate in any Competitor; (iii) lend credit or money for the -purpose of assisting another to establish or operate any Competitor; (iv) -request or advise any customer, strategic partner or vendor of Diablo that -becomes a present or future customer, strategic partner or vendor of Heritage, -HBC or their subsidiaries now and hereinafter existing (collectively, the “Affiliated -Companies”) to withdraw, curtail or cancel its business with Heritage, HBC -or the Affiliated Companies anywhere in the Restricted Territory; -(v) induce or influence (or attempt to induce or influence) any person or -entity who is engaged (as an employee, agent, independent contractor or -otherwise) by Heritage, HBC or the Affiliated Companies to terminate his, her -or its employment or engagement for the purpose of obtaining employment with a -Competitor; (vi) solicit any employee of Heritage, HBC or the Affiliated -Companies to leave employment and become affiliated with any Competitor; (vii) -solicit any actual or “prospective customer” (as hereinafter defined), which -was served by Diablo in connection with any business of Diablo, or (viii) -solicit, influence or attempt to influence any customer which is or was served -by Diablo to discontinue its business or service available from Heritage, HBC -or the Affiliated Companies; provided, that, Shareholder may own -and hold as an investment of up to 1% of any corporation within the Restricted -Territory that is listed on a national stock exchange and that is engaged in a -business that is competitive with Heritage, HBC or an Affiliated Company, but -Shareholder may not otherwise participate (whether in management or otherwise) -in such corporation.  A “prospective -customer” shall mean a company, person or other entity with which -Shareholder knows, or reasonably should know, that Diablo has had actual -contact with or has begun formulating a targeted strategy for contact at any -time during the term of this Agreement in connection with the operation of the -Business.  “Engaged in business” -shall include, without limitation, establishment of goodwill or business -reputation, maintenance of business assets and properties, and dealings with -customers, strategic partners, prospective customers, suppliers, or vendors.

- -

(b)           Confidentiality.  Shareholder acknowledges and agrees that the -Shareholder has occupied a position of trust and confidence with Diablo prior -to the date hereof and has had access to and has become familiar with the -following, any and all of which constitutes confidential information of Diablo -(collectively “Confidential Information”) (a) any and all proprietary intellectual -property or trade secrets concerning the business and affairs of Diablo, -product specifications, data, know-how, formulae, compositions, processes, -designs, graphs, drawings, samples, inventions and ideas, past, current and -planned research and development, customer lists, current and anticipated -customer requirements, price lists, market studies, business plans, computer -software and programs (including object code and source code), database -technologies, systems, structures, architectures, processes, improvements, -devices, know-how, discoveries, concepts, methods, information of Diablo and -any other information, however documented, of Diablo that is a trade secret -within the meaning of any applicable law; (b) any and all proprietary non-public -information concerning the business and affairs of Diablo (which includes any -historical financial statements, financial projections, and budgets, historical -and projected sales, capital spending budgets and plans, the names and -backgrounds of key personnel, contractors, agents, suppliers, personnel -training, techniques and materials, manufacturing methods, designs and -techniques, purchasing methods and techniques, however documented; and -(c) any and all notes, analyses, compilations, studies, summaries and -other material prepared by or for Diablo containing or based, in whole or part, -upon any information included in the foregoing.

- -

Shareholder acknowledges and agrees that the -protection of the Confidential Information is necessary to protect and preserve -the value of Diablo’s business and proprietary properties being acquired by -Heritage and HBC.  Therefore, Shareholder -hereby agrees not to, at any time, disclose to any unauthorized Persons or use -for his or its own account or for the benefit of any third party any -Confidential Information, whether or not such information is

- - -

2


- - -
- - -

embodied in writing or other physical form or is -retained in the memory of Shareholder, without Heritage’s written consent, -unless and to the extent that the Confidential Information is or becomes -generally known to and available for use by the public other than as a result -of Shareholder’s fault or the fault of any other Person bound by a duty of -confidentiality to Heritage, HBC or the Affiliated Companies. Shareholder -agrees to deliver to Heritage at the Effective Date, and at any other time -Heritage may request, all documents, memoranda, notes, plans, records, reports -and other documentation, models, components, devices or computer software, -whether embodied in a disk or in other form (and all copies of all of the -foregoing), that contain Confidential Information and any other Confidential -Information that Shareholder may then possess or have under Shareholder’s -control.

- -

(c)           Breach.  Shareholder, Heritage and HBC each recognize -and acknowledge that the Confidential Information and other knowledge -Shareholder has about Diablo and has and will obtain from Heritage, HBC or the -Affiliated Companies is special and unique, and any violation of the covenants -contained in this Agreement is likely to cause irreparable damage to Heritage, -HBC or the Affiliated Companies.  -Therefore, the parties agree that, upon any breach of any covenant -contained in this Section 3 by Shareholder, Heritage and HBC shall be -entitled to an appropriate injunction for a violation of such covenant, -threatened or actual, of such covenant, in addition to all other relief -available under applicable law.  If a court -or arbitrator has determined that Shareholder has committed a breach by -Shareholder of any covenant set forth in Section 3 of this Agreement, the Restricted -Period will be extended by the period of the duration of such breach.

- -

(d)           Acknowledgment.  Shareholder acknowledges and agrees that the -restrictions set forth in this Section 3 are reasonable in scope and -essential to the preservation of Diablo’s business and proprietary properties -and that enforcement of these restrictions will not cause Shareholder any -hardship, and because of Shareholder’s background and experience, will not in -any manner preclude Shareholder from becoming gainfully employed in such a -manner and to such an extent as will provide a standard of living for -Shareholder and the members of Shareholder’s family of at least the sort and -fashion to which they have become accustomed.  -Each of Heritage, HBC and Shareholder acknowledges and agrees that the -covenants and agreements contained in this Section 3 have been negotiated -in good faith by each of them.  Each of -Heritage, HBC and Shareholder further acknowledges that (i) the goodwill -associated with the existing vendors, customers, assets and employees of Diablo -prior to the transactions contemplated herein is an integral component of the -value of Diablo to Heritage and HBC and is reflected in the consideration to be -received by Diablo shareholders, including the Shareholder pursuant to this -Agreement, and (ii) the covenants and agreements contained in this -Section 3 are necessary to preserve the value of Diablo’s business and -proprietary properties for Heritage and HBC following the transaction.  Each of Heritage, HBC and Shareholder -acknowledges that the limitations of time, geography and scope of activity -agreed to in Section 3 are reasonable because, among other things:  (A) Heritage, HBC and Diablo are engaged -in a highly competitive industry and have their operations in the Restricted -Territory, (B) Shareholder had unique access to, and will continue to have -access to, Confidential Information, including trade secrets, and know-how of Diablo -and its business and proprietary properties, (C) Shareholder is receiving -significant consideration in connection with the transactions contemplated by -the Merger Agreement and this Agreement, and (D) this Agreement provides -no more protection than is necessary to protect Heritage’s and HBC’s interest -in the goodwill of Diablo and its business and proprietary properties, -Confidential Information and Diablo, Heritage and HBC trade secrets.

- -

(e)           No Disparagement.  Shareholder will not, directly or indirectly, -disparage Heritage and HBC, the business formerly conducted by Diablo, the -business conducted by Heritage and HBC or any shareholder, director, officer, -employee or agent of Heritage or HBC;

- -

(f)            Future Employer.  Shareholder will, during the Restrictive -Period, within ten days after accepting any employment, consulting engagement, -engagement as an independent contractor, partnership or other association that -might reasonably involve the Business, advise Heritage of the identity of the -new employer, client, partner or other Person with whom Shareholder has become -associated.  Following receipt of such -notice, if Heritage in its reasonable judgment determines that Shareholder’s -proposed association involves a Person engaged in the Business, Heritage may -serve notice upon each such Person that such Shareholder is bound by this -Agreement and furnish each such Person with a copy of this Agreement or -relevant portions thereof.

- -

(g)           Separate Agreement.  The covenants of Shareholder contained in -this Section 3 shall each be construed independently of any other -provision in this Agreement, and the existence of any claim or cause of

- - -

3


- - -
- - -

action of Shareholder -against Heritage or HBC whether predicated on this Agreement or otherwise, -shall not constitute a defense to the enforcement by Heritage or HBC of such -covenants.

- -

(h)           Survival of -Covenants.  The covenants contained -in this Section 3 shall survive the termination of this Agreement by -either party hereto in accordance with the provisions of this Section 3.

- -

4.             Conflict.  Shareholder represents and warrants to -Heritage and HBC that Shareholder has not executed any written agreement with -any other person or entity that would prohibit Shareholder from entering into -this Agreement.  Further, Shareholder -represents and warrants to Heritage and HBC that the execution of this -Agreement by Shareholder will not conflict with any obligations or duties which -Shareholder may have to prior employers or pursuant to any other agreement.

- -

5.             Non-Disclosure of -Agreement.  Shareholder shall not -disclose the terms and provisions of this Agreement or any other document -executed in connection herewith except to Shareholder’s lawyers, accountants, -tax advisors and spouse or by law to any Person; provided that -Shareholder may disclose the non-competition and confidentiality covenants -contained in Section 3 of this Agreement to a prospective employer or -business partner with the prior written consent of Heritage.

- -

6.             Successors and -Assigns.  This Agreement will be -binding upon Heritage and HBC and Shareholder and will inure to the benefit of -Heritage and HBC and its affiliates, successors and assigns.

- -

7.             Waiver.  The rights and remedies of the parties to -this Agreement are cumulative and not alternative. Neither the failure nor any -delay by any party in exercising any right, power or privilege under this -Agreement will operate as a waiver of such right, power or privilege, and no -single or partial exercise of any such right, power or privilege will preclude -any other or further exercise of such right, power or privilege or the exercise -of any other right, power or privilege. To the maximum extent permitted by -applicable law, (a) no claim or right arising out of this Agreement can be -discharged, in whole or in part, by a waiver or renunciation of the claim or -right except in writing; (b) no waiver that may be given by a party will be -applicable except in the specific instance for which it is given; and (c) no -notice to or demand on one party will be deemed to be a waiver of any -obligation of such party, or of the right of the party giving such notice or -demand to require the other party, to take further action without notice or -demand as provided in this Agreement.

- -

8.             Governing Law.  This Agreement will be governed by the laws -applied by courts of California to contracts entered into within that state by -parties residing within that state and having no connection to any other state.

- -

9.             Jurisdiction; -Service of Process.  Any proceeding -arising out of or relating to this Agreement may be brought in the courts of -the State of California, or, if it has or can acquire jurisdiction, in the -United States District Court for the Northern District of California, and each -of the parties irrevocably submits to the exclusive jurisdiction of each such -court in any such proceeding, waives any objection it may now or hereafter have -to venue or to convenience of forum, agrees that all claims in respect of the -proceeding shall be heard and determined only in any such court and agrees not -to bring any proceeding arising out of or relating to this Agreement in any -other court.  The parties agree that -either or both of them may file a copy of this paragraph with any court as -written evidence of the knowing, voluntary and bargained agreement between the -parties irrevocably to waive any objections to venue or to convenience of -forum.  Process in any proceeding -referred to in the first sentence of this section may be served on any party as -required under California law.

- -

10.           Severability.  Whenever possible, each provision and term of -this Agreement will be interpreted in a manner to be effective and valid, but -if any provision or term of this Agreement is held to be prohibited or invalid, -then such provision or term will be ineffective only to the extent of such -prohibition or invalidity, without invalidating or affecting in any manner -whatsoever the remainder of such provision or term or the remaining provisions -or terms of this Agreement. If any of the covenants set forth in Section 3 -of this Agreement are held to be unreasonable, arbitrary or against public -policy, such covenants will be considered divisible with respect to scope, time -and geographic area, and in such lesser scope, time and geographic area, will -be effective, binding and enforceable against Shareholder to the fullest extent -under California law.

- - -

4


- - -
- - -

11.           Execution of -Agreement.  This Agreement may be -executed in one or more counterparts, each of which will be deemed to be an -original copy of this Agreement and all of which, when taken together, will be -deemed to constitute one and the same agreement.  The exchange of copies of this Agreement and -of signature pages by facsimile transmission shall constitute effective -execution and delivery of this Agreement as to the parties and may be used in -lieu of the original Agreement for all purposes.  Signatures of the parties transmitted by -facsimile shall be deemed to be their original signatures for all purposes.

- -

12.           Section Headings, -Construction.  The headings of -sections in this Agreement are provided for convenience only and will not -affect its construction or interpretation. All references to “Section” or “Sections” -refer to the corresponding Section or Sections of this Agreement unless -otherwise specified. All words used in this Agreement will be construed to be -of such gender or number as the circumstances require. Unless otherwise -expressly provided, the word “Including” does not limit the preceding words or -terms.

- -

13.           Notices.  All notices, consents, waivers and other -communications under this Agreement must be in writing and will be deemed to -have been duly given when (a) delivered by hand (with written confirmation of -receipt); (b) sent by facsimile (with written confirmation of receipt); or (c) -when received by the addressee, if sent by a nationally recognized overnight -delivery service (receipt requested), in each case to the appropriate addresses -and facsimile numbers set forth below (or to such other addresses and facsimile -numbers as a party may designate by notice to the other parties):

- -

Shareholder:                                                                             James -Mayer
-2596 Danville Blvd.
-Alamo, CA 94501

- -

with a copy to:                                                                 Dylan -W. Wiseman
-Littler Mendelson
-2520 Venture Oaks Way, Suite 390
-Sacramento, CA
-Facsimile:  (916) 561-0828

- -

Heritage and HBC:               Heritage -Commerce Corp
-150 Almaden Blvd.
-San Jose, California  95113
-Attn:  Walter T. Kaczmek
-Facsimile: (408) 534-4940

- -

With copy to:                                                                      Buchalter -Nemer
-1000 Wilshire Boulevard
-Suite 1500
-Los Angeles, CA  90017-2457
-Attn:  Mark A. Bonenfant, Esq.
-Facsimile:  (213) 896-0400

- -

14.           Recitals.  The recitals are incorporated herein and made -a part of this Agreement.

- -

15.           Entire Agreement.  This Agreement constitutes the entire -agreement between the parties with respect to the subject matter of this -Agreement and supersedes all prior written and oral agreements and -understandings between the parties with respect to the subject matter of this -Agreement.  This Agreement may not be -amended except by a written agreement executed by the party to be charged with -the amendment.

- -

[signature page follows]

- - -

5


- - -
- - -

IN WITNESS WHEREOF, the parties hereto have executed -this Non-Compete, Non-Solicitation and Confidentiality Agreement on the date -first set forth above.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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HERITAGE COMMERCE CORP

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By:

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/s/ Walter T. Kaczmarek

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Walter T. Kaczmarek

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Chief Executive Officer

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HERITAGE - BANK OF COMMERCE

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By:

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/s/.Walter T. Kaczmarek

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Walter T. Kaczmarek

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President

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SHAREHOLDER

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/s/ James Mayer

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James Mayer

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6

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- - - - - - - \ No newline at end of file diff --git a/contract-nli/raw/1053374_0001144204-18-062970_tv508217_ex-d2.htm b/contract-nli/raw/1053374_0001144204-18-062970_tv508217_ex-d2.htm deleted file mode 100644 index 0e442149a6e5d5fbe8cd909cc8b8bd844d0b382a..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1053374_0001144204-18-062970_tv508217_ex-d2.htm +++ /dev/null @@ -1,322 +0,0 @@ - - - - - - -

 

- -

Exhibit (d)(2)

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- -

 

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- -

 

- -

 

- -

NON-DISCLOSURE AGREEMENT

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- -
- -

 

- -

This Non-Disclosure Agreement (the “Agreement”) -is made and entered into effective December 18, 2017 by and between Pareteum Corporation, a Delaware corporation having -its corporate address at:  100 Park Avenue, Suite 1600, New York City, New York 10017, USA (“TEUM”), and iPass -Inc., a Delaware corporation having its address at: 3800 Bridge Parkway, Redwood Shores, California 94065, USA (“iPass”), -either both of which may be hereinafter referred to as "the Party" or "the Parties."

- -

 

- -
- -

WHEREAS

- -

 

- -

The Parties desire to discuss certain business -transactions and to exchange information for the purpose of exploring a potential business relationship for the benefit of the -Parties and/or to sign a business contract that shall include confidential technical or business information of each Party or entitle -each Party to exchange information for the execution of this business contract. In order to facilitate these discussions and in -order for the Parties to receive from each other, either orally or in writing, certain technical and business information under -terms that will protect the confidential and proprietary nature of such information, the Parties have entered into this Agreement.

- -

  

- -

NOW THEREFORE, THE PARTIES AGREE AS -FOLLOWS;

- -

 

- - -
1.The Definition of "Confidential Information": The term "Confidential Information" -shall mean all information disclosed by one Party to the other Party, whether orally, in written, electronic or other format, and -whether disclosed by a Party’s agents, principals, employees or representatives, and whether to the other Party's agent's -principals, employees or representatives. “Confidential Information” shall include, without limitation, all ideas improvements, -inventions, methodologies, works and other innovations of any kind, authored, conceived, developed, made or reduced to practice -by the disclosing Party, whether or not eligible for copyright, patent, trademark, trade secret or other legal protection (including, -without limitation, formulas, processes, databases, mechanical and electronic hardware, electronic components, computers and their -parts, computer programs and their documentation, encoding techniques, marketing and new product plans, production, processes, -advertising, packaging and marketing techniques, marketing plans, product plans, technical plans, business strategies, strategic -alliances and partners, financial information, engineering data, methodologies and processes, forecasts, personnel information, -customer and prospective customer lists, trade secrets, product design, capabilities, specifications, the identify of potential -and actual customers, and suppliers and all documentation, materials and media provided by one Party to the other).
- -

 

- - -
2.Protection of "Confidential Information": In consideration of each Party's disclosure -of Confidential Information to the other Party, each Party agrees with respect to the Confidential Information received from the -other Party, that it:
- -

 

- - -
(a)shall maintain such Confidential Information in the strictest confidence;
- -

 

- -

- - -

Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United States

Tel. +1 (212) 984.1096

www.Pareteum.com

NYSE MKT: TEUM

-

 

- - -

 

- - -
(b)shall not disclose, transfer or otherwise make available any of such Confidential Information to -any third party, unless such Confidential Information must be disclosed for the purposes contemplated herein, or under legal compulsion -to disclose any such Confidential Information, in which event each Party shall, prior to such disclosure, obtain written consent -from the other Party and obtain from the third person a written agreement acknowledging the binding effect of these restrictions -regarding the Confidential Information; and
- -

 

- - -
(c)shall not directly, indirectly or in concert with any person, use the Confidential Information -for any purpose other than evaluating the prospective business relationship with the other Party in accordance with the introduction.
- -

 

- -

Each Party shall take reasonable -measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to -protect the receiving Party’s own confidential information. Confidential Information of the other Party may be provided to -a Party’s employees only on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom -such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee.

- -

  

- - -
3.Excluded Information: This Agreement shall not apply to any information:
- -

 

- - -
(a)that has been or which becomes publicly known, through no wrongful act of either Party;
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- - -
(b)which is required to be disclosed in order to comply with applicable law or regulation or with -any requirement imposed by judicial or administrative process or any governmental or court order.
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- - -
4.No Licenses or Warranties: Each Party’s Confidential Information and all rights thereto -shall remain such Party’s sole property. Each Party recognizes that the disclosure of Confidential Information by the disclosing -Party shall not be construed as granting any rights, by license or otherwise, concerning any Confidential Information, except as -may be explicitly created by this Agreement. Each Party acknowledges that the other Party’s Confidential Information includes -valuable trade secrets. Neither Party has any obligation to disclose Confidential Information to the other Party. NEITHER PARTY -MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CONDITION, FITNESS and MERCHANTABILITY, OR PERFORMANCE OF -ITS CONFIDENTIAL INFORMATION.
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- - -
5.Remedies: If either Party causes a disclosure of the other Party’s Confidential Information -in breach of the terms of this Agreement, the disclosing Party shall immediately report in writing the disclosure to the other -Party and shall save, defend, indemnify and hold the non-disclosing Party harmless from and against any and all liability and damages -suffered by the non-disclosing Party arising therefrom. In addition to the foregoing and without limitation thereof, the disclosing -Party shall cooperate in prosecuting any claims against third parties for unauthorized use of any Confidential Information. Each -Party acknowledges that unauthorized disclosure, use or disposition, whether actual or threatened, of any Confidential Information -shall cause irreparable harm, loss of business and significant injury to the disclosing Party, the scope of which would be difficult -to ascertain. Each Party agrees, therefore, that the disclosing Party has the right to obtain an immediate injunction against any -breach, threatened breach or attempted breach of this Agreement, in addition to any other remedies that may be available at law, -including without limitation, the recovery of expenses, costs and attorney’s fees arising out of such breach, threatened -breach or attempted breach.
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- - -
6.Return of "Confidential Information": All Confidential Information shall be returned -to the disclosing Parties promptly upon written request or, at the election of the disclosing Party, the Party that received the -Confidential Information shall certify said information has been destroyed and is no longer useable in any format.
- -

 

- -

- - -

Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United States

Tel. +1 (212) 984.1096

www.Pareteum.com

NYSE MKT: TEUM

-

 

- - -

 

- - -
7.Securities: Parties hereby acknowledge, covenant and agree that they are aware that United -States securities laws may prohibit any person who has material, non-public information about a company (including a Party) from -purchasing or selling, directly or indirectly, securities of a company (including the Parties), or from communicating such information -to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such -securities.
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- - - -
8.Prohibition of Disclosure: Neither Party hereto -shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, -but not limited to, making representation in court pleadings, except as required by law, the discussions that gave rise to this -Agreement, the discussions or negotiations covered by this Agreement, this Agreement or the Confidential Information provided -pursuant to this Agreement, without first obtaining the prior written consent of the other Party.
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9.Term, Assignment and Survival: This Agreement shall be valid unless terminated by mutual -written Agreement. Each Party’s obligations with respect to the Confidential Information, including but not limited to, sections -2,4,5,6 shall survive the termination of this Agreement and/or return of all Confidential Information from the latter date of either -termination or return of such information. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable -or otherwise transferable by either Party.
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- - -
10.Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance -with the laws of the State of New York, United States of America. In the event of any disputes arising under this Agreement, the -undersigned Parties without regard to any principles of conflicts of laws and waiving any defenses of forum non conveniens hereby -submit to the exclusive personal and subject matter jurisdiction of the State and Federal Courts situated in the Borough of Manhattan, -New York, New York.
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- - -
11.Waiver: No failure by either Party to exercise any rights arising from default by the other -Party shall impair that right or constitute a waiver of it. No waiver by either Party of any covenant to be performed by the other -shall constitute a waiver of any later breach of covenant.
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12.Counterparts: This Agreement may be executed in two signed copies, each of which when taken -together shall be deemed but one original.
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13.Severability: The validity or unenforceability of any provision or provisions of this Agreement -shall no affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
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- - -
14.Entire Agreement; Amendment: This Agreement contains the entire understandings between and -among the Parties and supersedes any prior understanding and agreements among them respecting the subject matter hereof. No amendment -to this Agreement shall be valid unless set forth in writing and signed by both Parties.
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- - -
15.Notices: All notices required or permitted hereunder shall be in writing and shall be sent -by nationally recognized overnight courier service, or by registered or certified mail, to the addresses stated in the heading -of this Agreement. Unless otherwise specified, notices shall be deemed given when the return receipt is received.
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- - -
16.Non-solicitation/Non-circumvention. iPass understands, acknowledges and agrees, AS -A MATERIAL INDUCEMENT FOR TEUM TO MAKE AND ENTER INTO THIS AGREEMENT, that with respect to any customer or prospective customer -opportunities that are identified by TEUM (collectively, the “TEUM Leads”) to iPass, that iPass shall -not negotiate directly or indirectly solicit or otherwise attempt to cause the TEUM Leads enter into any form of agreement with -iPass without the consent of TEUM, which consent may be given or withheld in TEUM’s sole discretion. In addition to the foregoing, -and without limitation thereof, iPass shall not circumvent or otherwise engage in any form of direct or indirect communications -with any TEUM Leads without the prior written approval of TEUM, which approval may be given or withheld in TEUM’s sole discretion.
- -

 

- -

[REMAINDER -OF PAGE LEFT BLANK. SIGNATURES ON FOLLOWING PAGE.]

- -

 

- -

- - -

Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United States

Tel. +1 (212) 984.1096

www.Pareteum.com

NYSE MKT: TEUM

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- - -

 

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[SIGNATURE -PAGE TO NON-DISCLOSURE AGREEMENT]

- -

 

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IN -WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the -date and year written above.

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- - - - - -
-

Pareteum Corporation

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/s/ Denis McCarthy

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Name: Denis McCarthy

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Title: SVP Corporate Developement

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Date: February 15, 2018

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 -

iPass:

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/s/ Darin Vickery  

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Name: Darin VIckery

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Title: CFO 

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Date: December 20, 2017

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Email: ............................................

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- -

- - -

Pareteum Corporation | 100 Park Ave. | Suite 1600 | New York | NY 10017 | United States

Tel. +1 (212) 984.1096

www.Pareteum.com

NYSE MKT: TEUM

- - -

 

- - - \ No newline at end of file diff --git a/contract-nli/raw/1053949_0001005150-98-000126_document_8.txt b/contract-nli/raw/1053949_0001005150-98-000126_document_8.txt deleted file mode 100644 index 33845f74f017471d7ea24962d77ebecf5e3d72e1..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1053949_0001005150-98-000126_document_8.txt +++ /dev/null @@ -1,99 +0,0 @@ - - Schedule E - - NON-DISCLOSURE AGREEMENT - -I. Non-Disclosure - - In connection with services now or in the future performed by the - undersigned for Goldman, Sachs & Co. or for any subsidiary or affiliate of - Goldman, Sachs & Co. (collectively called "Goldman Sachs"), the undersigned - may have access to non-public information or materials describing or - relating to Goldman Sachs or its clients, or third parties to whom Goldman - Sachs has a duty of confidentiality, including materials describing or - relating to the business affairs, policies or procedures of Goldman Sachs - or its clients or such third parties; formulas; strategies; methods; - processes; computer materials including source or object codes, data files, - computer listings, computer programs, and other computer materials - (regardless of the medium in which they are stored); or other information - ("Confidential Information"). With respect to such Confidential - Information, the undersigned acknowledges and agrees as follows: - - 1. The undersigned will hold Confidential Information in strict confidence -and will not, nor will it permit any agent, servant or employee to, copy, -reproduce, sell, assign, license, market, transfer or otherwise dispose of, give -or disclose Confidential Information to any person, firm or corporation -including any partner or employee of Goldman Sachs who does not have a need to -know the Confidential Information. - - 2. Upon the termination of the services to be performed by the undersigned -(or earlier if requested by Goldman Sachs), the undersigned shall return to -Goldman Sachs all copies of documents, papers or other material relating to -Goldman Sachs or obtained or developed in the course of performing services for -Goldman Sachs, or containing or derived from Confidential Information which are -in the undersigned's possession, together, if requested by Goldman Sachs, with a -certificate signed by the undersigned, in form and substance satisfactory to -Goldman Sachs, to the effect that all such Confidential Information has been -returned. - -II. Non-Promotion - - The undersigned agrees that the undersigned will not, without the prior - written consent of Goldman Sachs in each instance: (a) use in advertising, - publicity or otherwise the name of Goldman Sachs or any trade name, - trademark, trade device, servicemark, symbol or any abbreviation, - contraction or simulation thereof owned by Goldman Sachs; or (b) represent, - directly or indirectly, that any product or any service provided by the - undersigned has been approved or endorsed by Goldman Sachs. - - - 28 - - - -III. Non-Employment - - The undersigned affirms that the undersigned is not an employee of Goldman - Sachs for any purpose and that the undersigned is not entitled to exercise - any rights, or seek any benefit, accruing to the regular employees of - Goldman Sachs by virtue of the services rendered by the undersigned to - Goldman Sachs or otherwise. The undersigned agrees to provide any - assistance necessary to Goldman Sachs in investigating any illegal or - fraudulent activities, security breaches or similar situations. - -IV. Background Check and Testing - - The undersigned agrees that in connection with performing the services - contemplated by this Agreement, he or she may be subject to a background - check, including employers, education, credit, criminal public record, drug - screen or other checking or testing, and the undersigned consents to the - foregoing. The undersigned hereby releases Goldman Sachs, its employees and - agents from any and all liability or claims arising from such checking and - testing and the use and reporting of the results thereof except for those - arising due to the negligence of Goldman Sachs. - - The obligations created by this Agreement shall survive the termination of -the services of the undersigned. The undersigned acknowledges that any -violation, breach or other failure on the undersigned's part to strictly comply -with this Agreement could materially adversely affect Goldman Sachs and its -business, thus giving rise to suit for monetary damages and/or injunctive relief -for such violation, breach or other failure. - - - /s/ Michael R. Cunningham - ----------------------------------- - (Signature) - - - Michael R. Cunningham - ----------------------------------- - (Print Name) - - - ----------------------------------- - (Date) - - - - - 29 diff --git a/contract-nli/raw/1061148_0001047469-98-018914_document_17.txt b/contract-nli/raw/1061148_0001047469-98-018914_document_17.txt deleted file mode 100644 index cf460b8d5122513fdd56043a3ebed28c7cf49d78..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1061148_0001047469-98-018914_document_17.txt +++ /dev/null @@ -1,250 +0,0 @@ - - EXHIBIT 10.16 - - - NON-DISCLOSURE, ASSIGNMENT OF - INVENTIONS AND NON-COMPETITION AGREEMENT - -Employee Name: Kevin Bennis - -Date: February 2, 1998 - - WHEREAS, certain investors have agreed to provide financing (the -"Financing") to Pathnet, Inc. (the "Company") subject to the terms of that -certain Investment and Stockholders' Agreement, dated October 31, 1997 (the -"Investment and Stockholders' Agreement"), by and among the Company, David -Schaeffer and the investors identified therein (the "Investors"); - - WHEREAS, such Financing will significantly benefit the Company and -indirectly benefit the above-named Employee, as a stockholder of the Company; -and - - WHEREAS, this Non-Disclosure, Assignment of Inventions and Non-Competition -Agreement (this "Agreement") is a condition to the Investment and Stockholders' -Agreement. - - NOW THEREFORE, in consideration of the foregoing and the mutual covenants -and agreements hereinafter set forth, the parties hereto agree as follows: - - 1. NON-DISCLOSURE OBLIGATION. I understand and agree that my employment -creates a relationship of confidence and trust between me and the Company with -respect to (a) all proprietary and confidential information of the Company, and -(b) the confidential information of others with which the Company has a business -relationship. The information referred to in clauses (a) and (b) of the -preceding sentence is referred to in this Agreement, collectively, as -"Confidential Information." I will not at any time, whether during or after the -termination of employment, for any reason whatsoever (other than to promote and -advance the business of the Company), reveal to any person or entity (both -commercial and non-commercial) or use for any purpose other than the furtherance -of the Company's business interests any of the trade secrets or Confidential -Information, including, but not limited to, the Company's research and -development activities, marketing plans and strategies, pricing and costing -policies, customer and supplier lists, and business or financial information of -the Company so far as they have come or may come to my knowledge, except as may -be required in the ordinary course of performing my duties as an employee of the -Company. This restriction shall not apply to: (i) information that may be -disclosed generally or is in the public domain through no fault of mine; (ii) -information received from a third party outside the Company that was disclosed -without a breach of any confidentiality obligation; or (iii) information that -may be required by law or an order of any court, agency or proceeding to be -disclosed, provided that such disclosure is subject to all applicable -governmental or judicial protection available for like material, and I agree to -provide the Company with prior notice of any such disclosure. I shall keep -secret all matters of such nature entrusted to me and shall not use or disclose -any such information in any manner. - - - 1 - - - 2. ASSIGNMENT OF INVENTIONS. I expressly understand and agree that any -and all right or interest I have or obtain in any designs, trade secrets, -technical specifications, technical data, know-how and show-how, internal -reports and memoranda, marketing plans, inventions, concepts, ideas, -expressions, discoveries, improvements, copyrights, and patent or patent rights -conceived, devised, developed, reduced to practice, or which I otherwise have or -obtain during the term of this Agreement which relates to the business of the -Company or arise out of my employment with the Company are expressly regarded as -"works for hire" (the "Inventions"). - - I hereby assign to the Company the sole and exclusive right to such -Inventions. I agree that I will promptly disclose to the Company any and all -such Inventions, and that, upon request of the Company, I will execute and -deliver any and all documents or instruments and take any other action which the -Company shall deem necessary to assign to and vest completely in the Company, to -perfect trademark, copyright and patent protection with respect to, or to -otherwise protect the Company's trade secrets and proprietary interest in such -Inventions. The obligations of this Section shall continue beyond the -termination of my employment with respect to such Inventions conceived of or -made by me during the term of this Agreement. The Company agrees to pay any and -all copyright, trademark and patent fees and expenses or other costs incurred by -me for any assistance rendered to the Company pursuant to this Section. - - My obligation to assign Inventions shall not apply to any invention about -which I can prove that: (i) it was developed entirely on my own time and effort; -(ii) no equipment, supplies, facilities, trade secrets or confidential -information of the Company was used in its development; (iii) it does not relate -to the business of the Company or to the Company's actual or anticipated -research and development, and (iv) it does not result from any work performed by -me for the Company. - - 3. DOCUMENTS, RECORDS, ETC. All documents, records, apparatus, equipment -and other physical property, whether or not pertaining to Confidential -Information, which are furnished to me by the Company or are produced by me in -connection with my employment will be and remain the sole property of the -Company. I will return to the Company all such materials and property as and -when requested by the Company. In any event, I will return all such materials -and property immediately upon termination of my employment for any reason. I -will not take with me any such material or property or any copies thereof upon -such termination. - - 4. NON-COMPETITION COVENANT. While I am employed by the Company and for -a period of two (2) years after the termination or cessation of such employment -for any reason, I shall not, without the Company's prior written consent, -directly or indirectly, alone or as a partner, joint venturer, officer, -director, employee, consultant, agent, independent contractor or stockholder of -any company or business, engage in any business activity which is or may -reasonably be construed to be competitive with the "PathNet Business." For -purposes of this Agreement, the "PathNet Business" shall mean the business of -installing, constructing, aggregating and linking digital capacity and marketing -and selling the bulk - - - 2 - - -telecommunications capacity and services created by such systems. My ownership -of not more than one(1%) percent of the shares of any class of stock of any -corporation which is actively traded on a national securities exchange or on -NASDAQ shall not be deemed, in and of itself, to violate the prohibitions of -this paragraph. I understand that the restrictions set forth in this Section -are intended to protect the Company's valid business interests and agree that -such restrictions are reasonable and appropriate for this purpose. - - 5. NON-SOLICITATION. During my employment with the Company and for a -period two (2) years thereafter, I will not encourage any employee of the -Company to terminate their employment with the Company, nor solicit nor hire any -employee of the Company for employment by any corporation or any other -commercial enterprise other than the Company, unless first approached in writing -by the Company employee. I understand that the restrictions set forth in this -Section are intended to protect the Company's valid business interests and agree -that such restrictions are reasonable and appropriate for this purpose. - - 6. RESTRICTIONS ON CORPORATE OPPORTUNITIES. During my employment with -the Company and for a period of two (2) years thereafter, I will not pursue, -engage in or have an interest in other business ventures or opportunities which -are or may reasonably be construed to be competitive with the "PathNet -Business." In addition, I will be obligated to present any telecommunications -business or investment opportunity arising out of the Company's operations to -the Company, and the Company shall have the exclusive right to pursue such -business or investment opportunity. - - 7. ABSENCE OF CONFLICTING AGREEMENTS. I understand the Company does not -desire to acquire from me any trade secrets, know-how or confidential business -information that I may have acquired from others. I represent that I am not -bound by any agreement or any other existing or previous business relationship -which conflicts with or prevents the full performance of my duties and -obligations to the Company under this Agreement or otherwise during the course -of my employment. - - 8. NO EMPLOYMENT OBLIGATION. Other than the provisions of Section 9 -hereof, I understand that this Agreement does not create an obligation on the -part of the Company to continue my employment with the Company. I am employed -as an employee "at will". - - 9. SEVERANCE. If I am terminated for any reason, in consideration for -the Non-competition covenant and the other covenants and agreements set forth in -the Agreement, I will receive a salary of $275,000 per annum for one year after -such termination payable in bi-weekly installments in accordance with the -Company's payroll procedures. - - 10. REMEDIES UPON BREACH. I agree that it would be difficult to measure -any damages caused to the Company which might result from any breach by me of -the promises set forth in this Agreement, and that, in any event, money damages -would be an inadequate remedy for any such breach. Accordingly, I agree that if -I breach or propose to breach any portion of this Agreement, the Company shall -be entitled, in addition to all other remedies - - - 3 - - -that it may have, to an injunction or other appropriate equitable relief to -restrain any such breach without showing or proving any actual damage to the -Company. - - 11. BINDING EFFECT. This Agreement will be binding upon me and my heirs, -executors, administrators and legal representatives and will inure to the -benefit of the Company, any subsidiary of the Company, and its and their -respective successors and assigns. My obligations under this Agreement shall -survive the termination of my relationship with the Company regardless of the -manner of such termination. - - 12. ENFORCEABILITY. If any portion or provision of this Agreement is to -any extent declared illegal or unenforceable by a court of competent -jurisdiction, then the remainder of this Agreement, or the application of such -portion or provision in circumstances other than those as to which it is so -declared illegal or unenforceable will not be affected thereby, and each portion -and provision of this Agreement shall be valid and enforceable to the fullest -extent permitted by law. In the event that any provision of this Agreement is -determined by any court of competent jurisdiction to be unenforceable by reason -of excessive scope as to geographic, temporal or functional coverage, such -provision will be deemed to extend only over the maximum geographic, temporal -and functional scope as to which it may be enforceable. - - 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement -between the Company and myself with respect to the subject matter hereof, and -supersedes all prior representations and agreements with respect to such subject -matter. This Agreement may not be amended, modified or waived except by a -written instrument duly executed by the person against whom enforcement of such -amendment, modification or waiver is sought. The failure of any party to -require the performance of any term or obligation of this Agreement or the -waiver by any party of any breach of this Agreement in any particular case will -not prevent any subsequent enforcement of such term or obligation or to be -deemed a waiver of any separate or subsequent breach. - - 14. THIRD-PARTY BENEFICIARIES. This Agreement is being entered into at -the request of the Investors and such Investors are intended to be third-party -beneficiaries hereunder with full power to enforce the terms hereof. - - 15. NOTICES. Any notices, requests, demands and other communications -provided for by this Agreement will be sufficient if in writing and delivered in -person, or sent by registered or certified mail, postage prepaid, to me at the -last address which I have filed in writing with the Company or, in the case of -any notice to the Company, at its main offices to the attention of its Chief -Executive Officer. - - 16. GOVERNING LAW. This Agreement shall be construed under and be -governed in all respects by the laws of the District of Columbia. - - - - 4 - - -I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ IT -CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY. - - - /s/ Kevin Bennis - --------------------------- - Kevin Bennis - -Accepted and Agreed to by -PATHNET, INC. - - -By: /s/ Richard A. Jalkut - ------------------------ -Name: -Title: - - - - - - - - - - 5- \ No newline at end of file diff --git a/contract-nli/raw/1062478_0001193125-14-442753_d838170dex3.htm b/contract-nli/raw/1062478_0001193125-14-442753_d838170dex3.htm deleted file mode 100644 index 355f5ddd4e5dd57b09573c0eb1e66f2676507f56..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1062478_0001193125-14-442753_d838170dex3.htm +++ /dev/null @@ -1,119 +0,0 @@ - -EX-3 - - - -

Exhibit 3

-

MUTUAL NON-DISCLOSURE AGREEMENT

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This Mutual Non-Disclosure Agreement (the “Agreement”) is made by and between Actuate Corporation, a Delaware corporation with its -principal place of business located at 951 Mariners Island Boulevard, San Mateo, CA 94404 (“Actuate”), and Open Text Corporation, a corporation incorporated pursuant to the laws of Canada, with its principal place of business located at -275 Frank Tompa Drive, Waterloo, ON N2L OA1 (“Company”). Actuate and Company intend to discuss a potential business relationship.

Each -undersigned party (the “Receiving Party”) and their respective directors, officers, employees, agents, or advisors (including, without limitation, legal advisors, accountants, consultants, bankers, and financial advisors) and potential -sources of financing (collectively, “Representatives”) understands that during these discussions the other party (the “Disclosing Party’’) may disclose Proprietary Information (as defined herein) relating to the Disclosing -Party’s business.

In consideration of the parties’ discussions and any access the Receiving Party may have to Proprietary Information of the -Disclosing Party, the Receiving Party hereby agrees as follows:

1. As used herein, the term “Proprietary Information” refers to -any and all Information of a confidential, proprietary, or secret nature which is applicable to or related In any way to (i) the business, present or future, of the Disclosing Party, (ii) the research and development or investigations of -the Disclosing Party or (iii) the business of any customer of the Disclosing Party; provided, in each case, that such information is delivered to the Receiving Party by the Disclosing Party and (a) is marked or -identified in writing as “Confidential”, (b) if verbal or visual disclosure, is identified as “Confidential” in a writing within ten (10) business days of such disclosure, or (c) is information that the Receiving -Party actually knew or reasonably should have known was confidential. Proprietary Information may include, for example and without limitation, the product offering, content partners, product pricing, product availability, computer programs, -technical drawings, algorithms, processes, ideas, schematics, trade secrets, processes, formulas, data, know-how, improvements, inventions (whether patentable or not), techniques, marketing plans, forecasts and strategies, and information concerning -customers or vendors. Proprietary Information shall also include all information of a like nature owned by any other person and furnished to the Disclosing Party by such other person pursuant to an undertaking by the Disclosing Party to maintain the -same in confidence.

2. The Receiving Party agrees (a) to hold the Disclosing Party’s Proprietary Information In strict -confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions that Receiving Party employs with respect to its confidential materials), (b) not to divulge any such -Proprietary Information or any information derived therefrom to any third person without prior written permission of the Disclosing Party, excluding disclosure to Representatives, (c) not to make any use whatsoever at any time of such -Proprietary Information except to evaluate internally whether to enter into the contemplated business relationship with the Disclosing Party, and (d) not to copy or reverse engineer any such Proprietary Information. Any employee given access to -any such Proprietary Information must have a legitimate “need to know” and be subject to restrictions on disclosure of Proprietary Information practically identical to the terms set forth herein. Without granting any right or license, the -Disclosing Party agrees that the foregoing clauses (a), (b) and (c) shall not apply with respect to any information that (i) is or (through no improper action or inaction by the Receiving Party or any agent, consultant or employee) -becomes generally available to the public, or (ii) was or is rightfully in Receiving Party’s possession or the possession of any of its Representatives or was known by it or its Representatives without restriction prior to receipt from the -Disclosing Party, or (iii) was or is rightfully disclosed to Receiving Party or any of its Representatives by a third party provided the Receiving Party complies with restrictions imposed by the third party, or (iv) was or is independently -developed without

- -

-

- -

-use of any Proprietary Information of the Disclosing Party. The Receiving Party and its Representatives may make disclosures required by court order or any legal or judicial process, without any -liability hereunder, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate In the proceeding to the extent legally -permissible and reasonably practicable.

3. Promptly upon receipt of a written request by the Disclosing Party at any time (which will be -effective if actually received or three days after mailed first class postage prepaid to the Receiving Party’s address herein), the Receiving Party will turn over to the Disclosing Party, or, at its sole discretion, destroy and certify to the -Receiving party in writing the destruction of all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof; provided, however, the Company and -its Representatives shall not be obligated to return or destroy Proprietary Information to the extent otherwise required by law, regulation, rule or practice governing professionals or any internal compliance policy or procedure required by law, -regulation rule of practice governing professionals. The Receiving Party understands that nothing requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be -disclosed.

4. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or -business relationship contemplated by this Agreement.

5. The parties acknowledge and agree that due to the unique nature of the possible -transaction between the parties, there can be no adequate remedy at law for any material breach of this Agreement, that any such breach may allow the breaching party or third parties to unfairly compete with the non-breaching party, resulting in -irreparable harm to the non-breaching party, and therefore, that upon any such breach or any threat thereof, the non-breaching party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The -Receiving Party will notify the Disclosing Party In writing immediately upon the occurrence of any unauthorized release or other breach of which it is aware.

-

6. The parties expressly agree that neither the terms or conditions of this Agreement, nor the discussions held by the parties to address the -feasibility of a potential business relationship shall be construed as to prevent either party from pursuing similar discussions with third parties in similar markets or obligate either party to take, continue or forgo any action relating to the -above-mentioned discussions. Further, nothing in this Agreement shall be construed as prohibiting or restricting either party from independently developing, acquiring, and marketing products, services, and other materials, which are similar to or -competitive In any geographic area and in any form with the other party’s product(s) or service(s). However, this paragraph shall not be deemed to grant to either party any license under the other party’s copyrights or patents.

-

7. During the one year period commencing on the date of this Agreement, the Company will not solicit or seek to employ any key employee or -executive officer of Actuate or any subsidiary or other affiliate of Actuate with whom the Company had contact or became aware of in connection with the possible transaction; provided, however, that the foregoing provisions shall not prohibit the -solicitation or employment of any such person (i) resulting from general advertisements for employment conducted by the Company (including any recruitment efforts conducted by any recruitment agency, provided that the Company has not directed -such recruitment efforts at such person), (ii) if such person approaches the Company on an unsolicited basis or (iii) following the cessation of such person’s employment with Actuate without any solicitation or encouragement by the -Company.

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-

- -

8. From the date of this Agreement until May 31 , 2015 (the “Standstill Period”) -the Company will not, in any manner, directly or indirectly through any third party:

(a) make, effect, initiate, cause or participate in -(i) any acquisition of beneficial ownership of any securities of Actuate or any securities of any subsidiary or other affiliate of Actuate, (ii) any acquisition of any assets of Actuate or any assets of any subsidiary or other affiliate of -Actuate, (iii) any tender offer, exchange offer, merger. business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Actuate or any subsidiary or other affiliate of Actuate, or -involving any securities or assets of Actuate or any securities or assets of any subsidiary or other affiliate of Actuate, or (iv) any “solicitation” of “proxies” (as those terms are used in the proxy rules of the Securities -and Exchange Commission) or consents with respect to any securities of Actuate;

(b) form, join or participate in a “group” (as -defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Actuate;

-

(c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Actuate;

-

(d) take any action that might require Actuate to make a public announcement regarding any of the types of matters set forth in clause -“(a)” of this sentence;

(e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action -referred to in clause “(a) “, “(b)”, “(c)” or “(d)” of this sentence; or

(f) assist, induce or -encourage any other individual and any corporation, partnership, entity, group, tribunal or governmental authority (“Person”) to take any action of the type referred to In clause “(a)”, “(b)”, “(c)”, -“(d)” or “(e)” of this sentence.

(g) enter into any discussions, negotiations, arrangement or agreement with any other -Person relating to any of the foregoing; or

Notwithstanding the foregoing, the Company is permitted to purchase any securities that does not in any event -result in an aggregate ownership by the Company of more than 5% of the outstanding amount of any class of securities of Actuate or of any subsidiary or other affiliate of Actuate. Further, and notwithstanding the foregoing, the Company shall not be -prohibited from (i) making any proposal to the board of directors of Actuate, which would not reasonably be expected to require a public announcement by Actuate or (ii) requesting that Actuate, directly or indirectly, waive or amend any of -the provisions of this Section 8. Finally, and notwithstanding the foregoing, Actuate acknowledges and agrees that any non-disclosure agreement it or its affiliates have entered into or will enter into with a Person to explore a potential -transaction for the sale of more than 50% of the outstanding voting equity securities of Actuate, or a sale of substantially all of the assets of Actuate, has or will have “standstill” provisions similar or substantially similar to the -provisions set forth above in this Section 8 applicable to the Company.

- -

-

- -

9. This Agreement shall expire and cease to have any force or effect on the earlier of -(i) eighteen months from the date hereof or (ii) the date of consummation of a transaction between the parties.

10. In the -event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that -this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of California without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior discussions and -writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable costs and attorneys’ fees. No waiver or -modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.

-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.

-

[Signature page follows.]

- -

-

- -

Date: July 24, 2014

 

- - - - - - - - - - - - - -

ACTUATE CORPORATION

 

-

By: /s/ Thomas McKeever                

-

 

Name: Thomas -McKeever                

 

-

Title: SVP, GC, Corp. Dev. & Sec.

 

OPEN TEXT CORPORATION

 

-

By: /s/ Gordon A. Davies            

-

 

Name: Gordon A. -Davies            

 

-

Title: Chief Legal Officer &

-

          Corporate Secretary

- \ No newline at end of file diff --git a/contract-nli/raw/1062579_0000950123-99-005018_document_3.txt b/contract-nli/raw/1062579_0000950123-99-005018_document_3.txt deleted file mode 100644 index 70dc121e084656d91d194c2733363881e82ae072..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1062579_0000950123-99-005018_document_3.txt +++ /dev/null @@ -1,384 +0,0 @@ - - - EXHIBIT C - NDA FOR AUDITORS - - NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT - - THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT - - ("Agreement") is made as of the __________ day of __________, __________ - - BETWEEN: - - AMDOCS INC., a corporation organized and existing under the laws of the - State of Missouri, having its principal offices at 1610 Des Peres Rd, MO - (hereinafter referred to as "AMDOCS"); - - AND - - __________ a __________ [corporation, partnership, etc.] organized and - existing under the laws of __________, having its principal offices at - __________ (hereinafter referred to as the "Receiving Party"). - - WHEREAS AMDOCS (or any of its affiliated companies) is the owner and/or - author of and/or has the right to license certain valuable proprietary - routines, computer programs, documentation, trade secrets, systems, - methodology, know-how, marketing and other commercial knowledge, - techniques, specifications, plans and other proprietary information, - whether in oral, written, graphic, electronic, or any other form or medium - whatsoever, including any related ideas and look-and-feel, which are - referred to in this Agreement as "the AMDOCS Proprietary Information"; and - - WHEREAS SBC OPERATIONS, INC. ("SBC") would like the Receiving Party to - provide it with certain services the "Services"); and - - WHEREAS in order to perform the Services, the Receiving Party must have - access to the AMDOCS Proprietary Information, and AMDOCS agrees to provide - the Receiving Party with such access to the AMDOCS Proprietary - Information, subject to the Receiving Party first obligating itself to - confidentiality by signing this Agreement. - - NOW THEREFORE, the parties agree as follows: - -1. In this Agreement, "AMDOCS Confidential Information" means the software - and any other AMDOCS Proprietary Information received by the Receiving - Party from SBC or Amdocs where the AMDOCS Proprietary Information is - clearly so marked or where the Receiving Party has otherwise been made - aware that the AMDOCS - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 104 - -77- - - - Proprietary Information is confidential. For greater certainty, if AMDOCS - notifies the Receiving Party that certain AMDOCS Proprietary Information - already disclosed is confidential, that AMDOCS Proprietary Information - shall become AMDOCS Confidential Information under this Agreement. - -2. The Receiving Party agrees to hold in confidence the AMDOCS Confidential - Information, including derivatives thereof in any form (e.g., reports or - analyses relating to such information, whether or not provided by AMDOCS), - and to refrain from copying, distributing, disseminating or otherwise - disclosing the AMDOCS Confidential Information to anyone, other than to - employees of the Receiving Party who have a need to know such information - for purposes of performing the Services. - -3. Furthermore, the Receiving Party hereby undertakes: - -(a) not to use the AMDOCS Confidential Information for any purposes other than - performance of the Services; - -(b) not to sell, grant, make available to, or otherwise allow the use of the - AMDOCS Confidential Information by any third party, directly or - indirectly; and - -(c) not to use, directly or indirectly, the AMDOCS Confidential Information in - the development and/or sale of software systems, for itself or for a third - party, and/or in the provision of any services to a third party, except - for the Services to be provided by the Receiving Party to SBC. - -4. Upon the termination or expiration of this Agreement for any reason or - upon the conclusion of the Services and/or at the request of AMDOCS, the - Receiving Party shall: - -(a) return to AMDOCS any document or other material in tangible form in its - possession being part of the AMDOCS Confidential Information; and - -(b) destroy any document or other material in tangible form that contains the - AMDOCS Confidential Information together with confidential and/or - proprietary information of a third party, and confirm such destruction in - writing to AMDOCS. - -5. Disclosure of the AMDOCS Confidential Information to the Receiving Party - may be made in writing or other tangible form, electronically, or by - demonstration of any product - -6. Disclosure of the AMDOCS Confidential Information to the Receiving Party - shall in no way serve to create, on the part of the Receiving Party, a - license to use, or any proprietary right in, the AMDOCS Confidential - Information or in any other proprietary product, trade mark, copyright or - other right of AMDOCS. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 105 - -78- - - -7. Any use by the Receiving Party of the AMDOCS Confidential Information - permitted under this Agreement is conditioned upon the Receiving Party - first taking the safeguards and measures required to secure the - confidentiality of such Proprietary Information. Without limiting the - generality of the foregoing, the Receiving Party shall draw to the - attention of its employees who will have access to the AMDOCS Confidential - Information, all the obligations concerning the AMDOCS Confidential - Information contained in this Agreement, and shall require each and every - such employee to sign a written acknowledgment with respect to such - obligations substantially in the form of the Annex attached hereto and - made a part hereof. - -8. The confidentiality obligations of the Receiving Party regarding the - AMDOCS Confidential Information shall have not apply to such information - which: - -(a) becomes public domain without fault on the part of the Receiving Party; - -(b) is lawfully obtained by the Receiving Party from any source other than - AMDOCS, free of any obligation to keep it confidential; - -(c) is previously known to the Receiving Party without an obligation to keep - it confidential, as can be substantiated by written records; - -(d) is expressly released in writing from such obligations by AMDOCS; or - -(e) is required to be disclosed pursuant to law, regulation, judicial or - administrative order, or request by a governmental or other entity - authorized by law to make such request; provided, however, that the - Receiving Party first notifies AMDOCS to enable it to seek relief from - such requirement, and renders reasonable assistance requested by AMDOCS - (at AMDOCS' expense) in connection therewith. - -9. This Agreement shall be in full force and effect for a period of seven (7) - years commencing on the date first stated above. However, the provisions - of Section 2(c) above shall survive the termination and/or expiration of - this Agreement for any reason. - -10. The Receiving Party acknowledges that a breach of this Agreement may cause - AMDOCS extensive and irreparable harm and damage, and agrees that AMDOCS - shall be entitled to injunctive relief to prevent use or disclosure of its - Proprietary Information not authorized by this Agreement, in addition to - any other remedy available to AMDOCS under applicable law. - -11. This Agreement constitutes the entire agreement between the parties and - supersedes any prior or contemporaneous oral or written representation - with regard to the subject matter hereof. This Agreement may not be - modified except by a written instrument signed by both parties. - -12. If, however, any provision of this Agreement is determined to be invalid - or unenforceable, such invalidity or unenforceability shall not invalidate - or render - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 106 - -79- - - - unenforceable the entire Agreement, but rather the entire Agreement shall - be construed as if not containing the particular invalid or unenforceable - provision or provisions, and the rights and obligations of the parties - shall be construed and enforced accordingly. In addition, the parties - hereby agree to co-operate with each other to replace the invalid or - unenforceable provision(s) with a valid and enforceable provision(s) which - will achieve the same result (to the maximum legal extent) as the - provision(s) determined to be invalid or unenforceable. - -13. This Agreement shall be governed and construed under the laws of the State - of New York, USA without giving effect to its provisions regarding - conflicts of law. - - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of - the date first stated above. - -AMDOCS, INC. ____________________________________ - - -By:______________________________ By:_________________________________ - - -Name:____________________________ Name:____________________________ - -Title:___________________________ Title:___________________________ - -Date:____________________________ Date:____________________________ - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 107 - -80- - - - [Annex To Non-Disclosure and Confidentiality Agreement] - - ACKNOWLEDGMENT OF NON-DISCLOSURE OBLIGATIONS - -I have read and understand the Non-Disclosure and Confidentiality Agreement -dated ___________ between AMDOCS INC. and ____________, and agree to be bound by -all the provisions of that Agreement as if I were a party thereto. - - - ___________________________________ - Signature - - ___________________________________ - Name - - ___________________________________ - Employer - - ___________________________________ - Title - - ___________________________________ - Date - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 108 - -81- - - - EXHIBIT D - EXECUTIVE ORDERS AND ASSOCIATED REGULATIONS - -Work under this contract may be subject to the provisions of certain Executive -Orders, federal laws, state laws, and associated regulations governing -performance of this contract including, but not limited to: Executive Order -11246, Executive Order 11625, Executive Order 11701, and Executive Order 12138, -Section 503 of the Rehabilitation Act of 1973 as amended and the Vietnam Era -Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive -Orders, federal laws, state laws, and associated regulations apply to the work -under this contract, and only to that extent, Contractor agrees to comply with -the provisions of all such Executive Orders, federal laws, state laws, and -associated regulations, as now in force or as may be amended in the future, -including, but not limited to the following: - -1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT - CONTRACTORS - - In accordance with 41 C.F.R.ss.60-1.4(a), the parties incorporate herein -by this reference the regulations and contract clauses required by that section, -including but not limited to, Contractor's agreement that it will not -discriminate against any employee or applicant for employment because of race, -color, religion, sex, or national origin. The Contractor will take affirmative -action to ensure that applicants are employed, and that employees are treated -during employment, without regard to their race, color, religion, sex, or -national origin. - -2. AGREEMENT OF NON SEGREGATED FACILITIES - - In accordance with 41 C.F.R.ss.60-1.8, Contractor agrees that it does not -and will not maintain or provide for its employees any facilities segregated on -the basis of race, color, religion, sex, or national origin at any of its -establishments, and that it does not and will not permit its employees to -perform their services at any location, under its control, where such segregated -facilities are maintained. The term "facilities" as used herein means waiting -rooms, work areas, restaurants and other eating areas, time clocks, rest rooms, -wash rooms, locker rooms and other storage or dressing areas, parking lots, -drinking fountains, recreation or entertainment areas, transportation, and -housing facilities provided for employees; provided, that separate or -single-user restroom and necessary dressing or sleeping areas shall be provided -to assure privacy between the sexes. - -3. AGREEMENT OF AFFIRMATIVE ACTION PROGRAM - - Contractor agrees that it has developed and is maintaining an Affirmative -Action Plan as required by 41 C.F.R. ss.60-1.4(b). - -4. AGREEMENT OF FILING - - Contractor agrees that it will file, per current instructions, complete -and accurate reports on Standard Form 100 (EEO-1), or such other forms as may be -required under 41 C.F.R. ss.6O-l.7(a). - -5. AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS - OF THE VIETNAM ERA. - - In accordance with 41 C.F.R.ss.60-250.20 and 41 C.F.R.ss.60-741.20, the -parties incorporate herein by this reference the regulations and contract -clauses required by those provisions to be made a part of government contracts -and subcontracts. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 109 - -82- - - -6. UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS - CONCERNS - - As prescribed in 48 C.F.R., Ch. 1, 19.708(a): - - (a) It is the policy of the United states that small business concerns, -small business concerns owned and controlled by socially and economically -disadvantaged individuals and small business concerns owned and controlled by -women shall have the maximum practicable opportunity to participate in -performing contracts let by any Federal agency, including contracts and -sub-contracts for systems, assemblies, components, and related services for -major systems. It is further the policy of the United States that its prime -contractors establish procedures to ensure the timely payment amounts due -pursuant to the terms of the subcontracts with small business concerns, small -business concerns owned and controlled by socially and economically -disadvantaged individuals and small business concerns owned and controlled by -women. - - (b) The Contractor hereby agrees to carry out this policy in the awarding -of subcontracts to the fullest extent consistent with efficient contract -performance. The Contractor further agrees to cooperate in any studies or -surveys as may be conducted by the United States Small Business Administration -or the awarding agency of the United States as may be necessary to determine the -extent of the Contractor's compliance with this clause. - - (c) As used in this contract, the term small business concern shall mean a -small business as defined pursuant to section 3 of the Small Business Act and -relevant regulations promulgated pursuant thereto. The term small business -concern owned and controlled by socially and economically disadvantaged -individuals shall mean a small business concern which is at least 51 percent -unconditionally owned by one or more socially and economically disadvantaged -individuals; or, in the case of any publicly owned business, at least 51 percent -of the stock of which is unconditionally owned by one or more socially and -economically disadvantaged individuals; and (2) whose management and daily -business operations are controlled by one or more such individuals. This term -also means small business concern that is at least 51 percent unconditionally -owned by an economically disadvantaged Indian tribe or Native Hawaiian -Organization, or a publicly owned business having at least 51 percent of its -stock unconditionally owned by one of these entities which has its management -and daily business controlled by members of an economically disadvantaged Indian -tribe or Native Hawaiian Organization, and which meets the requirements of 13 -CRF part 124. The Contractor shall presume that socially and economically -disadvantaged individual include Black Americans, Hispanic Americans, Native -Americans, Asian-Pacific Americans, Subcontinent Asian Americans, and other -minorities, or any other individual found to be disadvantaged by the -Administration pursuant to section 8(a) of the Small Business Act. The -Contractor shall presume that socially and economically disadvantaged entities -also include Indian Tribes and Native Hawaiian Organizations. - - (d) The term "small business concern owned and controlled by women" shall -mean a small business concern (i) which is at least 51 percent owned by one or -more women, or, in the case of any publicly owned business, at least 51 percent -of the stock of which is owned by one or more women, and (ii) whose management -and daily business operations are controlled by one or more women; and - - (e) Contractors acting in good faith may rely on written representations -by their subcontractors regarding their status as a small business concern, a -small business concern owned and controlled by socially and economically -disadvantage individuals or a small business concern owned and controlled by -women. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 110 - -83- - - -7. SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUB-CONTRACTING - PLAN. The sub-contractor will adopt a plan similar to the plan required by - 48 CFR Ch. 1 at 52.219-9. - - - PROPRIETARY INFORMATION -Not for use or disclosure outside SBC or Amdocs except under written agreement. - 111 - -84- - diff --git a/contract-nli/raw/1062760_0001015402-05-001930_doc17.txt b/contract-nli/raw/1062760_0001015402-05-001930_doc17.txt deleted file mode 100644 index e780220a3f11d11f06d19800a82ee779d3f897d6..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1062760_0001015402-05-001930_doc17.txt +++ /dev/null @@ -1,146 +0,0 @@ -NON-CIRCUMVENTION/NON-DISCLOSURE AND - CONFIDENTIALITY AGREEMENT - -The agreement is made and entered into this 2nd day of August 2004, by and -between: - -Bill Woo and Gateway Venture Holdings, Inc., a Nevada corporation ("Gateway"). - -WHEREAS, the purpose of this Agreement is to lay down the terms and conditions, -and guidelines which will allow the respect and protection of each Party's -respective proprietary interests. - -NOW THEREFORE, in considering of the various representations, mutual promises, -covenants, and undertakings contemplated herein and for good valuable -consideration, the value of which is acknowledged by the Parties by execution -hereof, the Parties agree as follows: - - 1. None of the parties shall divulge to any person, (other than - those whose provenance it is to know it, or with proper - authority) or use any trade secrets or confidential information - or any financial or trade information relating to the other, - which they acquire as a result of the discussing of or the - entering into agreements with each other. Each Party shall - endeavor to prevent its officers, employees, agents, - representatives, and associates from doing anything, which, if - done by Party, would be a breach of this agreement. This - restriction shall continue to apply after the expiration of this - Agreement, and other Agreements entered into between the Parties, - without limit in point of time, but shall cease to apply to - secrets or information, which came into the public domain through - no fault of the Party concerned. - - 2. The Parties each undertake to the other that for a period of five - (5) years from the date of this Agreement, they will not, without - prior written consent of the other, directly or indirectly - through third parties, make or seek to make contact or - communication with those Banks, Financial Institutions, - government representatives, clients, investors, traders, - associates, legal advisors and financial advisors with whom they - have been placed into contact with by the other or to whom the - names, addresses and other pertinent information has been - released to them by the other. - - 3. Each party undertakes irrevocably and unconditionally: - - a. To ensure that all aspects of each transaction remain - confidential. - - b. Not to disclose, either verbally or in written form, any - knowledge that it may obtain at any time in the future, be - it either implicit or - - - - implied, with respect to the implementation of any proposed - transaction. - - c. Not to circumvent or attempt to circumvent the other. - - d. Not to disclose to third parties the names, addresses, fax - and telephone coordinates of any contact/client revealed by - one party to the other. - - e. Not to enter into direct or indirect negotiations with any - other's contacts/clients. - - f. Not to show, deliver, or cause to be seen, any documents, - papers, correspondence, memoranda or copies of such to other - than person(s) or entities of any kind, except to those whom - are required to maintain confidentiality such as an attorney - or tax advisor. - - g. Each Party shall endeavor to ensure that any of its - officers, employees, agents, representatives or associates - who, by virtue of their duties may receive the type of - information described in this Agreement, are fully obligated - to respect the spirit and terms of this Agreements in the - same way as each Party. Each Party shall undertakes to have - those officers, employees, agents, representatives or - associates acknowledge their obligation by Countersigning a - copy of this Agreement, thereby binding them to honor the - terms of this Agreement. - - 4. Each Party acknowledges that any breach of the terms and - conditions of this Agreement by either party or its employees, - agents, representatives or associates may render the seeking of - liquidated damages, by the other and the cancellation and - termination of all agreements and transactions. - - 5. This Agreement has been entered into by each Party acting on its - own free will and judgment and shall be binding on the Parties, - their heirs or successors, administrators, and assignees. - - 6. Any dispute or controversy arising out of or relating to any - interpretation, construction, performance, or breach of this - Agreement shall be resolved exclusively by binding arbitration in - Las Vegas, Nevada, in accordance with the rules then in effect of - the American Arbitration Association, The arbitrator(s) may grant - injunctions or other relief in such dispute or controversy. The - decision of the arbitrator(s) shall be final, conclusive, and - binding on the parties to the arbitration. Judgment may be - entered on the arbitrator's decision in any court having - jurisdiction. The parties to the arbitration shall each pay an - equal share of the costs and expenses of such - - - - arbitration, and each of them shall separately pay their counsel - fees and expenses. - - 7. The release of confidential information pursuant to a protested - court order shall not be deemed to be a violation of this - Agreement. - - 8. This Agreement may be executed in one or more counterparts each - of which shall be binding on each party by whom or on whose - behalf it is so executed, but which together shall constitute a - single instrument. For the avoidance of doubt, this Agreement - shall not be binding on any party hereto unless and until it - shall have been executed by or on behalf of all persons expressed - to be party hereto. - -IN WITNESS WHEREOF, the parties have executed this Agreement as of the date -first above written. - -BILL WOO - -By:_____________________________ - Bill Woo - - - -GATEWAY VENTURE HOLDINGS, INC. - - -By: _____________________________ - Rick Bailey -Its: President - - -By: _____________________________ - Flo Ternes -Its: Chief Operations Officer - - - \ No newline at end of file diff --git a/contract-nli/raw/1063085_0000950134-09-011390_f52580exv99wxeyx3y.htm b/contract-nli/raw/1063085_0000950134-09-011390_f52580exv99wxeyx3y.htm deleted file mode 100644 index d3c71cf53e3a242ddeffc8a48f0ea7fc0f27be12..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1063085_0000950134-09-011390_f52580exv99wxeyx3y.htm +++ /dev/null @@ -1,517 +0,0 @@ - - -exv99wxeyx3y - - - -
- - -
Exhibit (e)(3) -
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MUTUAL NON-DISCLOSURE AGREEMENT -
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     This MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into effective March 25, 2009 -(the “Effective Date”) by and between IXIA, a California corporation, with its executive offices -located at 26601 W. Agoura Road, Calabasas, California 91302, and CATAPULT COMMUNICATIONS -CORPORATION a Nevada corporation, with its principal place of business located at 160 South Whisman -Road, Mountain View, California 94041. -
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RECITALS: - -
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     WHEREAS, the parties hereto wish to exchange certain data and other information of a highly -confidential or proprietary nature all for the purpose of exploring a potential business -relationship (the “Transaction”) to the parties’ mutual benefit; -
- -
     WHEREAS, either party may disclose, from time to time, such data and information to the other -party on a confidential basis for the limited purpose(s) set forth on Attachment A hereto; -
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     NOW, THEREFORE, in consideration of the foregoing recitals and of the disclosure by one party -(“Disclosing Party”) of Confidential Information (as defined below) to the other party (“Receiving -Party”), which Receiving Party acknowledges to be good and valuable consideration for its -obligations hereunder, Disclosing Party and Receiving Party hereby agree as follows: -
- -
AGREEMENT: - -
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     1. Each of the parties hereto acknowledges that the foregoing recitals are true and correct. -
- -
     2. “Confidential Information,” as used herein, shall mean all information and material -(whether written or oral (if oral, a written summary of such information and/or material shall be -delivered to Disclosing Party within ten days after its disclosure to Disclosing Party in order for -such information and/or material to be treated as Confidential Information under this Agreement)) -furnished or made available (whether before or after the date hereof) by Disclosing Party or its -directors, officers, employees, independent contractors, affiliates, representatives (including, -without limitation, financial advisors, attorneys and accountants) or agents or potential sources -of financing (collectively, “Representatives”) to Receiving Party or its Representatives, which -concern the subject(s) listed on Attachment A hereto and which is proprietary to Disclosing -Party, is marked or otherwise identified as “Confidential,” “Proprietary,” “Sensitive” or in -another manner indicating its confidential and/or proprietary nature, or by the nature of the -circumstances surrounding the disclosure or receipt of the information or material should be -treated as Confidential Information. The term Confidential Information includes all such -information or material which Receiving Party may obtain knowledge of through or as a result of the -relationship established hereunder with Disclosing Party, access to Disclosing Party’s premises or -communications with Disclosing Party’s -
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Representatives. The term Confidential Information also includes all notes, analyses, -extracts, compilations, studies, interpretations or other materials prepared by Receiving Party to -the extent they contain or reflect Disclosing Party’s Confidential Information. -
- - -
     Without limiting the generality of the foregoing, Confidential Information includes, but is -not limited to, the following types of information and materials: business and financial plans, -financial information, strategies, know-how, designs, concepts, drawings, ideas, inventions -(whether patentable or not), specifications, techniques, discoveries, models, data, source code, -object code, documentation, diagrams, flow charts, research, development, operations, production -techniques, purchasing information, employee names and information, employee expertise, processes, -procedures, activities, new product or new technology information, marketing techniques and -materials, marketing plans, timetables, development plans (including prospective trade names or -trademarks), customer names and other information related to customers, and pricing policies. -
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     Notwithstanding anything to the contrary set forth in this Agreement, any and all information -concerning Disclosing Party furnished or made available (whether before or after the date hereof) -by Disclosing Party or its Representatives to Receiving Party or its Representatives, which -concerns or is provided in connection with the subject(s) listed on Attachment A, including -without limitation during due diligence sessions in person or by conference call, in any electronic -data room or pursuant to any requests for additional information, whether such information -furnished or made available is written or oral, or is or is not marked or otherwise identified as -“Confidential” “Proprietary,” or “Sensitive,” shall be deemed Confidential Information for all -purposes of this Agreement, subject to paragraph 3 hereof. -
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     3. Confidential Information shall not include information or material that (i) is now or later -becomes generally known to the public (other than as result of a breach of this Agreement); (ii) is -independently developed by Receiving Party without use of or access to Disclosing Party’s -Confidential Information; (iii) Receiving Party lawfully obtains from any third party who has -lawfully obtained such information; (iv) is later published or generally disclosed to the public by -Disclosing Party; (v) at the time of its disclosure to Receiving Party, (A) is already known to -Receiving Party and, to the best knowledge of Receiving Party, is not subject to any -confidentiality obligations and the disclosure thereof to Receiving Party has not breached any -confidentiality obligations, or (B) is available on a non-confidential basis to Receiving Party; -(vi) is approved for release by prior written authorization of Disclosing Party; or (vii) is -required to be disclosed pursuant to any applicable statute, law, rule or regulation of any -governmental authority or pursuant to any order of any court of competent jurisdiction, provided -that Receiving Party shall advise Disclosing Party of the request for disclosure in sufficient time -to apply for such legal protection as may be available with respect to the confidentiality of the -Confidential Information. Receiving Party shall bear the burden of showing that any of the -foregoing exclusions applies to any information or materials. -
- -
     4. Receiving Party shall use all Confidential Information solely for the limited purpose(s) -set forth on Attachment A (the “Purpose”) and shall hold in confidence and not disclose -such Confidential Information in any manner to, or permit the use thereof by, any -
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person or persons other than Receiving Party’s Representatives who have a legitimate need to -know or to have access to such Confidential Information and who are first informed by Receiving -Party of the confidential nature of the Confidential Information and agree to maintain the -confidentiality of such Confidential Information. Receiving Party will cause its Representatives -to observe the terms of this letter agreement, and will be responsible for any breach of this -Agreement by any of its Representatives. Receiving Party covenants that it will use such degree of -care as is reasonable and necessary to protect and safeguard the confidentiality of Disclosing -Party’s Confidential Information and represents that such degree of care is reasonably designed to -protect the confidentiality of proprietary and confidential information. Except as otherwise -expressly permitted under this Agreement, Receiving Party shall not use or disclose to others, or -permit the use or disclosure of, any Confidential Information of Disclosing Party, and shall not -take advantage of any corporate opportunity of Disclosing Party disclosed to Receiving Party under -this Agreement. Receiving Party agrees to advise Disclosing Party promptly in writing upon the -occurrence of any unauthorized disclosure, misappropriation or misuse of any Confidential -Information or other breach of this Agreement of which Receiving Party may become aware and that -any such breach does not relieve Receiving Party of any of its obligations hereunder. Except to -the extent required by law, neither party shall disclose the existence or subject matter of the -discussions or business relationship contemplated by this Agreement, the existence of this -Agreement or the identity of the parties hereto. -
- - -
     5. Receiving Party shall not copy (except as reasonably required for the Purpose), alter, -modify, disassemble, reverse engineer or decompile any Confidential Information without the prior -written consent of Disclosing Party. Disclosing Party understands that Receiving Party develops -and/or acquires software, firmware and hardware for its own products and that existing or planned -software, firmware of hardware independently developed or acquired by Receiving Party may contain -ideas, concepts, techniques or systems that are similar to or compete with ideas, concepts, -techniques or systems contained in the Disclosing Party’s Confidential Information disclosed under -this Agreement. Each party understands and agrees that nothing in this Agreement will be construed -or interpreted as limiting the right of either party hereto to develop, or acquire from a third -party, similar software, firmware or hardware containing such ideas, concepts, techniques or -systems, for any purpose and without obligation to the other party, so long as such matter is -created independently and lawfully (whether created by a party hereto or a third party) and without -any use of or reference to the Confidential Information of Disclosing Party. -
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     6. If either party determines not to proceed with the Transaction, then such party will -promptly inform the other party of that decision and, in that case, or at any time upon the request -of Disclosing Party or any of its Representatives, Receiving Party will, at the election of -Disclosing Party, either (i) promptly destroy all copies of the written Confidential Information in -its or its Representatives’ possession and confirm such destruction to Disclosing Party in writing, -or (ii) promptly deliver to Disclosing Party at its own expense all Confidential Information, -together with any copies thereof that may have been made) in its or its Representatives’ -possession. In addition, in the event of such a decision or request, all other Confidential -Information prepared by Receiving Party shall be destroyed and no copy thereof shall be retained -except that Receiving Party shall not be required to destroy or return any -
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electronic copies of Confidential Information created pursuant to its standard electronic -archival and back-up procedures (it being agreed that any such electronic copies shall remain -subject to the confidentiality and other obligations set forth in this Agreement). Notwithstanding -the return or destruction of the Confidential Information, Receiving Party and its Representatives -will continue to be bound by their obligations of confidentiality and other obligations hereunder, -and all such obligations shall expressly survive the return or destruction of the Confidential -Information. Any oral Confidential Information will continue to be subject to the terms of this -Agreement. -
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     7. The parties acknowledge that neither Disclosing Party, nor its Representatives, nor any of -its or their respective officers, directors, employees, agents or controlling person within the -meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or -implied representation or warranty as to the accuracy or completeness of the Confidential -Information, and the parties agree that no such person will have any liability relating to the -Confidential Information or for any errors therein or omissions therefrom. The parties further -agree that Receiving Party is not entitled to rely on the accuracy or completeness of the -Confidential Information and that Receiving Party will be entitled to rely solely on such -representations and warranties as may be included in a definitive agreement signed by the parties -with respect to the Transaction, subject to such limitations and restrictions as may be contained -therein. -
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     8. Receiving Party understands and acknowledges that Disclosing Party claims that such -Confidential Information has been developed or obtained by Disclosing Party through the investment -of significant time, effort and expense, and that such Confidential Information provides Disclosing -Party with a significant competitive advantage in its business. Receiving Party acknowledges and -agrees that due to the unique nature of Disclosing Party’s Confidential Information there may be no -adequate remedy at law for any unauthorized disclosure or use by Receiving Party of any -Confidential Information, or any other breach by Receiving Party hereunder, that any such breach -may result in irreparable injury to Disclosing Party and that, therefore, upon any such breach or -threat thereof, Disclosing Party shall be entitled to seek equitable relief, including injunction -and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be -the exclusive remedies for a breach by Receiving Party of this Agreement but shall be in addition -to all other remedies available at law or equity to Disclosing Party. -
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     9. The parties are aware, and will advise their respective Representatives who are informed of -the matters that are the subject of this Agreement, of the restrictions imposed by the United -States securities laws on the purchase or sale of securities by any person who has received -material, non-public information from the issuer of such securities and on the communication of -such information to any other person when it is reasonably foreseeable that such other person is -likely to purchase or sell such securities in reliance upon such information. -
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     10. Each party agrees that, for a period of two years following the Effective Date, neither it -nor any of its affiliates will, without the prior written consent of the other party : (i) acquire, -offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting -securities or direct or indirect rights to acquire any voting securities of the other -
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party or any subsidiary thereof, or of any successor to or person in control of the other -party, or any assets of the other party or any subsidiary or division thereof or of any such -successor or controlling person; (ii) make, or in any way participate in, directly or indirectly, -any “solicitation” of “proxies” (as such terms are used in the rules of the Securities Exchange -Commission) to vote, or seek to advise or influence any person or entity with respect to the voting -of, any voting securities of the other party; (iii) make any public announcement with respect to, -or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction -involving the other party or its securities or assets; (iv) form, join or in any way participate in -a “group” (as defined in Section 13 (d)(3) of the Securities Exchange Act of 1934, as amended) in -connection with any of the foregoing; or (v) request the other party or any of its Representatives, -directly or indirectly, to amend or waive any provision of this paragraph. Each party will -promptly advise the other party of any inquiry or proposal made to it with respect to any of the -foregoing. Pursuant to the immediately preceding sentence, Catapult hereby advises Ixia that it -may receive inquiries and proposals from third parties regarding a potential transaction with -Catapult and, if Catapult is required to maintain the confidentiality of any such inquiries or -proposals, then Catapult will not be obligated to advise Ixia of any such inquiries or proposals. -
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     11. Each party agrees that, for a period of three (3) years following the Effective Date, it -will not, directly or indirectly, solicit for employment or employ, nor assist any third party in -soliciting for employment or employing, nor recommend to any third party that they solicit for -employment or employ, any employee of the other party or any of its subsidiaries with whom it has -had contact or who became known to it in connection with its consideration of the Transaction; -provided, however, that the foregoing restrictions shall not apply to any employees who respond to -newspaper or internet help wanted advertisements that are not directed or targeted at employees of -the other party and who were not previously solicited, induced or otherwise encouraged by such -party or its Representatives to respond to such advertisements. -
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     12. Receiving Party acknowledges and agrees that (a) Disclosing Party and its Representatives -are free to conduct the process leading up to a possible Transaction as Disclosing Party and its -Representatives, in their sole discretion, determine (including, without limitation, by negotiating -with any prospective buyer and entering into a preliminary or definitive agreement without prior -notice to Receiving Party or any other person); (b) Disclosing Party reserves the right, in its -sole discretion, to change the procedures relating to its consideration of the Transaction at any -time without prior notice to Receiving Party or any other person, to reject any and all proposals -made by Receiving Party or any of its Representatives with regard to the Transaction, and to -terminate discussions and negotiations with Receiving Party at any time and for any reason; and -(c) unless and until a written definitive agreement concerning the Transaction has been executed -and except as set forth in this Agreement, neither party nor any of its Representatives will have -any liability to the other party with respect to the Transaction, whether by virtue of this -Agreement, any other written or oral expression with respect to the Transaction or otherwise. -
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     13. This Agreement shall not be assignable by either party, and neither party may delegate its -duties hereunder, without the prior written consent of the other party, which -
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consent may be granted or denied in the sole discretion of the non-assigning party, except -that in the event that more than 50% of the capital stock of Disclosing Party is acquired by any -person or entity, Receiving Party’s consent shall not be required for an assignment of this -Agreement to such person or entity. All of the terms and provisions contained herein shall inure -to the benefit of and shall be binding upon the parties hereto and their respective successors and -permitted assigns. -
- - -
     14. Nothing in this Agreement shall be construed as creating any obligation on the part of -Disclosing Party to disclose any Confidential Information whatsoever. Nothing in this Agreement -shall be construed as granting Receiving Party any license or any other rights with respect to -Disclosing Party’s proprietary rights or Confidential Information. The parties further acknowledge -and agree that each party reserves the right, in its sole discretion, to terminate discussions and -negotiations with the other party at any time and for any reason or no reason. -
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     15. Nothing contained in this Agreement shall be construed as creating any obligation, -implicit or otherwise, or an agreement on the part of either party to enter into a business -relationship with the other party, or an obligation to refrain from entering into a business -relationship with any third party. Nothing contained in the Agreement shall be construed as -creating a joint venture, partnership or employment relationship between Receiving Party and -Disclosing Party, it being understood that Receiving Party and Disclosing Party are independent -contractors vis-à-vis one another. Except as specified herein, no party shall have the right, -power or implied authority to create any obligation or duty, express or implied, on behalf of the -other party. -
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     16. This Agreement sets forth the entire understanding and agreement of the parties with -respect to the subject matter hereof and supersedes any and all prior or contemporaneous -discussions, representations and understandings, whether written or oral. In the event of a -conflict between any provision of this Agreement and the provision(s) of any other agreement or -understanding between the parties hereto, the provision of this Agreement shall control. The -formation, interpretation and performance of this Agreement shall be governed by the laws of the -State of California. Any legal action arising out of or in connection with this Agreement or any -breach hereof shall be brought and prosecuted in an appropriate court of competent jurisdiction in -Santa Clara County or Los Angeles County, California. In the event that litigation arises in -connection with enforcement of any provision of this Agreement, the prevailing party in such -litigation shall be entitled to recover its attorneys’ fees and expenses, in addition to any other -relief to which it may be deemed entitled. The inapplicability or unenforceability of any -provision of this Agreement shall not limit or impair the operation or validity of any other -provision hereof. No provision of this Agreement shall be amended, modified or waived except by an -instrument in writing signed by the parties hereto. This Agreement may be executed in -counterparts, each of which shall be enforceable as an original, but which together shall -constitute one and the same instrument. -
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     17. Except as otherwise provided herein, this Agreement shall become effective on the -Effective Date and shall automatically terminate one year after such Effective Date; provided, -however, that at any time prior to such termination, either party may terminate this Agreement upon -written notice to the other party. Notwithstanding termination of this -
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Agreement for any reason and except as otherwise expressly provided in this Agreement, the -rights and obligations herein of the parties hereto shall survive for three years following the -termination of this Agreement with respect to any Confidential information received prior to such -termination. -
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     18. Each party warrants and represents that it has carefully read and understood this -Agreement, and acknowledges receipt of a copy thereof. Each person executing this Agreement -warrants and represents that he or she has the authority to enter into this Agreement on behalf of -the person, firm or corporation listed above his or her name. -
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     IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this -Agreement as of the dates set forth below. -
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
         
IXIA     Catapult Communications Corporation
 
        
By: -
 /s/ Ronald W. Buckley - -   - By: - /s/ Richard A. Karp -
Name: -
 Ronald W. Buckley - -   - Name: - Richard A. Karp -
Title: -
 SVP & General Counsel - -   - Title: - Chairman & CEO -
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ATTACHMENT A -
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Subject(s) of Confidential Information: -
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Information and data regarding the business of each party, including but not limited to products, -product development plans, customers, financial information and employees. -
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Purpose(s) of Disclosure of Confidential Information: -
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To enable the parties to engage in general business discussions regarding a variety of potential -business relationships, including the Receiving Party’s possible acquisition of all of the -outstanding capital stock or all or substantially all the assets of the other party. -
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- - - - - \ No newline at end of file diff --git a/contract-nli/raw/1065748_0000950131-00-004465_0016.txt b/contract-nli/raw/1065748_0000950131-00-004465_0016.txt deleted file mode 100644 index 8dbfe04ee4ff8063205b9fc86f00ab4570f56c5d..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1065748_0000950131-00-004465_0016.txt +++ /dev/null @@ -1,161 +0,0 @@ - - - Exhibit (d)(5) - - NON-DISCLOSURE AGREEMENT - - Whereas Tribune Company and Knight-Ridder, Inc., on the one hand, and -CareerBuilder, Inc., on the other, (collectively, the "Parties"), are desirous -of exchanging information for the purpose of exploring the possibility of -establishing a business relationship with each other (the "Transaction"); and, - - Whereas, each of the Parties has information which it considers proprietary -and confidential, including, but not limited to, information relating to its -existing and planned lines of business, financial forecasts, markets, customers, -suppliers, contracts, backlog, hardware and software systems, trade secrets and -stock ownership and all materials prepared on the basis of any of the foregoing -(collectively, "Confidential Information"). - - Now, therefore, the Parties hereto agree as follows: - - 1. One party hereto ("Owner") may disclose to the other party hereto - ("Recipient") certain Confidential Information pursuant to this - Agreement which Owner deems proprietary and confidential. The Parties - agree that Recipient shall not use and shall prevent the disclosure of - any information it receives from Owner that is marked PROPRIETARY AND - CONFIDENTIAL, or similarly marked, or any other information (whether - delivered in writing or verbally) which by its nature would be - reasonably considered as confidential, to any other person, firm or - corporation or delivered in connection with the evaluation of the - Transaction, except as provided herein, and shall use the same degree - of care to avoid disclosure of such information as Recipient employs - with respect to its own Confidential Information of like importance. - - 2. Notwithstanding the provisions of Paragraph 1 above, the Parties may - disclose the Confidential Information disclosed under this Agreement - to their employees and/or agents, but only for the purpose of - supplying the Party with sufficient information to enable the Party to - evaluate the potential value of establishing a business and/or - contractual relationship with each other. The Recipient will inform - each of its employees, agents and affiliates (collectively, - "Representatives") who will receive Confidential Information of the - obligations under this Agreement and agrees to take all commercially - reasonable measures to restrain its Representatives from taking any - action that would constitute a breach of the terms of this Agreement. - In any event, the Recipient shall be responsible for any breach of the - terms of this Agreement by any of its Representatives. - - 3. The Parties hereto agree that information shall not be deemed - Confidential Information, and Recipient shall have no obligation with - respect to any such information which: - - (i) was generally known to the public prior to the disclosure under - this Agreement; - - 1 - - - (ii) is already known to Recipient prior to October 27, 1999, as - evidenced by the written electronically stored records of the - Party dated prior to October 27, 1999; or - - (iii) is or becomes publicly known through no wrongful act of - Recipient or any person to whom the Recipient discloses such - information; or - - (iv) is received by a third party without breach of this Agreement - or any other obligation to maintain the confidentiality of such - information; - - (v) is independently developed by Recipient; or - - (vi) is approved for release by written authorization of Owner; or - - (vii) is disclosed pursuant to the lawful requirement or request of a - governmental agency, or disclosure is required by operation of - law. - - 4. Each of the Parties agrees, unless otherwise required by law, not to - disclose to any other person the fact that the Confidential - information has been made available to the other Party, that - discussions or negotiations are taking place concerning the - Transaction between the Parties, or any of the terms, conditions or - other facts with respect thereto (including the status thereof). - - 5. All written data delivered by Owner to the Recipient pursuant to this - Agreement shall be and remain the property of Owner, and all such - written data, and all copies thereof, shall be promptly returned to - Owner upon written request, or destroyed at Owner's option. - - 6. This Agreement shall be binding on, and shall inure to the benefit of, - the Parties hereto, their heirs, successors, and assigns. - - 7. Nothing contained in this Agreement shall be construed as granting or - conferring any rights by license or otherwise, expressed, implied, or - otherwise for any invention, discovery or improvement made, conceived - or acquired prior to or after the date of this Agreement. - - 8. This Agreement shall be construed, interpreted, and enforced pursuant - to the laws and judicial precedents of the State of California, - without reference to principles of conflicts of law. - - 9. This Agreement may be amended only by a written instrument duly - executed by each of the Parties. - - 10. The undersigned represent and warrant that they are authorized to - enter this Agreement and to be bound by the terms of this Agreement. - - 2 - - - 11. Neither Party makes any representations or warranties as to the - accuracy or completeness of the Confidential Information and neither - Party shall have any liability to the other resulting from any use of - the Confidential Information which is consistent with this Agreement. - - 12. Without impairing any other provision hereof, each Party hereto will - promptly advise the other of any breaches of this Agreement. - - 13. Nothing in this Agreement shall impose any obligation upon the Parties - hereto to consummate a Transaction or to enter into any discussion or - negotiations with respect thereto. - - 14. This Agreement shall be effective from and after the date set forth - below and shall terminate eighteen months thereafter. - - 3 - - - IN WITNESS WHEREOF, the Parties hereto agree that the effective date of -this Agreement shall be June 20th, 2000. - -Tribune Company - -By: /s/ David D. Hiller - --------------------- - -Title: President, Tribune Interactive, Inc. - -Date: June 20, 2000 - -Knight-Ridder, Inc. - -By: /s/ Daniel J. Finnigan - ------------------------ - -Title: Vice President - -Date: June 20, 2000 - - -CareerBuilder, Inc. - -By: /s/ James A. Tholen - --------------------- - -Title: Senior Vice President and Chief Financial Officer - -Date: June 20, 2000 - - - 4 \ No newline at end of file diff --git a/contract-nli/raw/1067797_0001032210-99-000668_document_8.txt b/contract-nli/raw/1067797_0001032210-99-000668_document_8.txt deleted file mode 100644 index 17fc27e07f2b4aa9368c785662e672d05af9d0b2..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1067797_0001032210-99-000668_document_8.txt +++ /dev/null @@ -1,215 +0,0 @@ - - PRIMUS KNOWLEDGE SOLUTIONS, INC. - Software Marketing and Distribution Agreement - Schedule 1 - Confidential Information Agreement - -Insert Current NDA - -Primus Contract ID: NDA _________________ - - - PRIMUS KNOWLEDGE SOLUTIONS, INC. - Bilateral Non-Disclosure Agreement - -This Bilateral Non-Disclosure Agreement ("Agreement") is made between Primus -Knowledge Solutions, Inc. ("Primus"), 1601 Fifth Avenue, Suite 1900, Seattle, -Washington 98101 (fax: (206) 292-1825), and the entity identified below, -including the legal entity of which it is part (collectively, the "Company"). - -Company Name: __________________________________ - -Company Address: _______________________________ - - _______________________________ - - Fax No.: _______________________________ - -Primus and the Company (collectively referred to as the "Parties" and -individually referred to as a "Party") have determined to establish terms -governing the use and protection of "Confidential Information" (as defined -below) that one Party (the "Owner") may disclose to the other Party (the -"Recipient"). Therefore, for good and valuable consideration, the receipt and -sufficiency of which they each acknowledge, the Parties each agree as specified -in the Terms and Conditions below. - -EXECUTED as of the date set forth below Primus' signature (the "Effective -Date"): - -Company Primus Knowledge Solutions, Inc. - -Signature:__________________________ By: _____________________________ - -(Print name)________________________ _____________________________ - -Title:______________________________ Its:_____________________________ - -Dated: _____________________________ Dated: __________________________ - - Terms and Conditions - -Section 1. Definitions. - -1.1 "Confidential Information" means any and all information disclosed by -Owner that is identified as "confidential" or "proprietary," either by legend on -written or electronically stored material, or in advance if disclosed verbally. -Confidential Information includes, without limitation, research and development, -know-how, inventions, trade secrets, software, and market analysis, research, -strategies, projections and forecasts. Confidential Information also includes, -without limitation, information disclosed by Owner with permission from a third -party, and combinations of or with publicly known information where the nature -of the combination is not publicly known. - -1.1.1 Exceptions. Confidential Information does not include information -which: -(a) was publicly known at the time of Owner's communication thereof to - Recipient, or which subsequently becomes publicly known through no fault of - Recipient; -(b) was in the possession of Recipient prior to its being communicated to - Recipient by Owner; -(c) becomes available to Recipient on a non-confidential basis from a source - other than Owner, provided that such source is not bound by any obligation - of confidentiality to Owner with respect to such information; or -(d) was independently developed by Recipient without reference to the - Confidential Information communicated by Owner. - -Section 2. Covenant Not to Disclose. - -Recipient shall not use Owner's Confidential Information except for purposes of -evaluating, maintaining and furthering a business relationship with Owner. -Recipient shall maintain in confidence the Confidential Information received -from Owner and shall not directly or indirectly disclose such information to any -person or entity except Recipient's employees and consultants, and then only on -a need-to-know basis. Recipient shall ensure that such employees and -consultants are bound by a written agreement to protect the received -Confidential Information from unauthorized use and disclosure. Recipient shall -protect Owner's Confidential Information from disclosure to others using the -same degree of care that it uses to protect its own most highly confidential -information, but in no event less than a reasonable standard of care. Recipient -shall not make or distribute any more copies or summaries of Owner's -Confidential Information than are necessary to evaluate, maintain and further a -business relationship between the Parties, and shall ensure that all such copies -or summaries are marked as confidential and the property of Owner. - -Section 3. No Obligation Of Disclosure. - -Neither Party shall have any obligation to disclose its Confidential Information -to the other. Either Party may, at any time, cease providing its Confidential -Information to the other Party, and may require the return of Confidential -Information previously disclosed by written notice. - -Section 4. Disclosure Required By Law. - -If any applicable law, regulation or court order requires Recipient to disclose -any of Owner's Confidential Information, Recipient shall promptly notify Owner -in writing prior to making any such disclosure, in order to facilitate Owner's -efforts to protect its Confidential Information. In such circumstances, -Recipient shall cooperate with - - Page 12 of 34 - - -Owner, at Owner's reasonable expense, in seeking and obtaining protection for -Owner's Confidential Information. - -Section 5. Title. - -Owner shall retain all ownership rights in and to the Confidential Information -it discloses to Recipient. No licenses or rights under any patent, trademark, -copyright, trade secret or other intellectual property right shall be granted or -implied under this Agreement. Neither Party shall be obligated under this -Agreement to acquire from or provide to the other Party any service or product. - -Section 6. Termination. - -Either Party may terminate this Agreement at any time without cause upon written -notice to the other party. All obligations of confidentiality shall survive such -termination. Upon termination of this Agreement, Recipient shall promptly return -all of Owner's Confidential Information provided to it in tangible form, -together with any and all copies and/or summaries, and shall destroy all of -Owner's Confidential Information that is electronically stored; provided, -however, that each Party's legal department may retain one copy of the -Confidential Information in its file solely for the purpose of identifying -information designated as "Confidential Information." - -Section 7. Specific Performance. - -The Parties acknowledge that Confidential Information is unique and valuable, -and that Owner will have no adequate remedy at law if Recipient does not comply -with its obligations under this Agreement. Therefore, Owner shall have the -right, in addition to any other rights it may have, to obtain in any court of -competent jurisdiction temporary, preliminary and permanent injunctive relief to -restrain any breach, threatened breach, or otherwise to specifically enforce any -obligations of Recipient if Recipient fails to perform any of its obligations -under this Agreement. - -Section 8. Miscellaneous. - -8.1. Dispute Resolution. - -8.1.1 Governing Law. This Agreement shall be governed by and interpreted in -accordance with the internal laws of the State of Washington, and, where such -laws are preempted by the laws of the United States, by the internal laws of the -United States, in each case without regard to conflicts of laws principles. - -8.1.2 Arbitration. In the event of any controversy or claim arising out of -or relating to this Agreement or the breach or interpretation thereof, the -parties shall, upon five days notice from either one to the other, submit -themselves and the subject-matter of the dispute to arbitration in accordance -with the Commercial Arbitration Rules of the American Arbitration Association by -a single, disinterested arbitrator appointed in accordance with such Rules. The -determination of the arbitrator shall be final, conclusive and binding. -Judgment upon the award rendered may be entered in any court of any state or -country having jurisdiction. Each party shall ensure that any arbitration is -conducted as speedily as is reasonably possible, and that all and any -information disclosed during or in connection with the arbitration is treated by -each party with the strictest confidence. Any arbitration conducted under or in -connection with this Agreement shall take place in Seattle, Washington at a time -and location to be determined by the arbitrator. - -8.1.3 Interim and Permanent Relief. Upon the application of either party to -this Agreement, and whether or not an arbitration has yet been initiated, all -courts having jurisdiction over one or more of the parties are authorized to: -(i) issue and enforce in any lawful manner such temporary restraining orders, -preliminary injunctions and other interim measures of relief as may be necessary -to prevent harm to a party's interests or as otherwise may be appropriate -pending the conclusion of arbitration proceedings pursuant to this Agreement; -and (ii) enter and enforce in any lawful manner such judgments for permanent -equitable relief as may be necessary to prevent harm to a party's interests or -as otherwise may be appropriate following the issuance of arbitral awards -pursuant to this Agreement. - -8.1.4 Legal Expenses. If any proceeding is brought by either party to -enforce or interpret any provision of this Agreement, the substantially -prevailing party in such proceeding shall be entitled to recover, in addition to -all other relief arising out of this Agreement, such party's reasonable -attorneys' and other experts' fees and expenses. - -8.2 Waiver; Severability; Invalidity. No waiver of or with respect to any -provision of this Agreement, nor consent by a party to the breach of or -departure from any provision of this Agreement, shall in any event be binding on -or effective against such party unless it be in writing and signed by such -party, and then such waiver shall be effective only in the specific instance and -for the purpose for which given. If any provision of this Agreement is held to -be invalid, such invalidity shall not render invalid the remainder of this -Agreement or the remainder of which such invalid provision is a part. If any -provision of this Agreement is so broad as to be held unenforceable, such -provision shall be interpreted to be only so broad as is enforceable. - -8.3 Notices. Any notice or other communication under this Agreement given -by either party to the other party shall be deemed to be properly given if given -in writing and delivered (i) by nationally recognized private courier (e.g., -Federal Express) or (ii) by mail (return receipt requested), properly addressed -and stamped with the required postage, to the recipient at the address -identified in its signature block to this Agreement. Either party may from time -to time change its address by giving the other party notice of the change in -accordance with this Section. - -8.4 Entire Agreement; Amendments. This Agreement constitutes and embodies -the entire agreement and understanding between the parties with respect to the -subject matter hereof and supersedes all prior or contemporaneous written, -electronic or oral communications, agreements or understandings between the -parties with respect thereto. This Agreement may not be modified or amended -except by a written instrument executed by the parties. - - Page 13 of 34 diff --git a/contract-nli/raw/1068874_0001068874-07-000012_ex10_2.htm b/contract-nli/raw/1068874_0001068874-07-000012_ex10_2.htm deleted file mode 100644 index e6fba8cc63cef44a011d8a827db81060a0042b87..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1068874_0001068874-07-000012_ex10_2.htm +++ /dev/null @@ -1,522 +0,0 @@ - - - - Exhibit 10.2 Accurel Non-compete and NDA - - - - - - - -
Exhibit - 10.2
-

 
-
NON-COMPETITION - AND NONDISCLOSURE AGREEMENT
-
 
-
This - Non-Competition and Nondisclosure Agreement is entered into as of April 30, - 2007 - (the “Agreement - Date”) - among - Accurel Systems International Corporation, a California corporation (the -“Seller”), - Implant Sciences Corporation, a Massachusetts corporation (the “Guarantor”) - and - Evans Analytical Group LLC, a Delaware limited liability company (the -“Buyer”). -
-
 
-
WITNESSETH:
-
 
-
WHEREAS, - the Buyer, Seller and Guarantor have entered into an Asset Purchase Agreement, - dated as of the Agreement Date, pursuant to which, among other things, the - Buyer - is acquiring substantially all of the assets of Seller (the “Purchase - Agreement”); -
-
 
-
WHEREAS, - in order to protect the value of the business of the Seller being acquired - by - the Buyer pursuant to the Purchase Agreement (the “Purchased - Business”), - Seller and Guarantor shall not compete with the Buyer and its respective - Affiliates (as defined in the Purchase Agreement) in accordance with the terms - and conditions hereof; and
-
 
-
WHEREAS, - the agreement of Seller and Guarantor not to compete with the Buyer and its - Affiliates as provided herein is an integral part of the transactions - contemplated by the Purchase Agreement, and without such agreements, Buyer - would - not have entered into the Purchase Agreement.
-
 
-
NOW, - THEREFORE, in consideration of the covenants and agreements contained herein, - the payment of the purchase price under the Purchase Agreement and for other - good and valuable consideration, the receipt and sufficiency of which are hereby - acknowledged, the parties hereto, intending to be legally bound hereby, agree - as - follows:
-
 
-
1. - Certain Definitions. - Capitalized terms used herein and not otherwise defined shall have the meanings - ascribed to them in the Purchase Agreement; provided, however, that the - following terms shall have the meanings set forth below irrespective of the - meanings such terms may have in the Purchase Agreement:
-
 
-
(a) - "Confidential - Information" - means - all information heretofore developed or used by the Seller or any of its - Affiliates relating to the Restricted Business (as defined below) operations, - employees, customers and clients of the Seller, including, but not limited - to, - customer and client lists, customer or client orders, financial data, pricing - information and price lists, business plans and market strategies and - arrangements, all books, records, manuals, advertising materials, catalogues, - correspondence, mailing lists, production data, sales materials and records, - purchasing materials and records, personnel records, quality control records - and - procedures included in or relating to the Restricted Business or any of the - assets of the Seller, and all trademarks, copyrights and patents and - applications therefor, all trade secrets, inventions, processes, procedures, - research records, market surveys and marketing know-how and other technical - papers. The term "Confidential Information" also includes any other information - heretofore or hereafter acquired by the Seller and deemed by it to be - confidential.
-
 
-
(b) - The - term "control", - with - respect to any person, means the power to direct the management and policies - of - such person, directly or indirectly, by or through stock ownership, agency - or - otherwise, or pursuant to or in connection with an agreement, arrangement or - understanding (written or oral) with one or more other persons by or through - stock ownership, agency or otherwise; and the terms "controlling" and - "controlled" have meanings correlative to the foregoing.
-
 
-
(c) - The - term "person" - means - an individual, corporation, partnership, joint venture, limited liability - company, association, trust, unincorporated organization or other entity, - including a government or political subdivision or an agency or instrumentality - thereof.
-
 
-
(d) - "Restricted - Business" - means - the Business of the Seller, including all services performed by or on behalf - of - the Seller for its customers.
-
 
-
(e) - "Restricted - Period" - means - the period commencing on the date of this Agreement and ending on the date - which - is five (5) years from the date hereof.
-
 
-
2. - Non-competition. - At all - times from and after the date of this Agreement and until the expiration of - the - Restricted Period, Seller and Guarantor shall not:
-
 
-
(a) - directly or indirectly engage in, be employed by, own, manage, operate, provide - financing to, control or participate in the ownership, management or control - of, - or otherwise have an interest (whether, subject to Section 5, as a stockholder, - director, officer, employee, representative, subcontractor, partner, consultant, - proprietor, agent or otherwise) in, or cause, authorize, aid or assist any - other - person to own, manage, operate, provide financing to, control or otherwise - have - an interest in, any business or any person who is engaged in any business that - directly or indirectly competes or intends to compete with the Restricted - Business anywhere in the world, unless Seller or Guarantor purchase or own - less - than five percent (5%) of capital stock in a publicly held company; - or
-
 
-
(b) - directly, indirectly or otherwise by letters, circulars or advertisements, - and - whether for itself or on behalf of any other person, canvass or solicit or, - directly or indirectly, cause or authorize to be solicited, or enter into or - effect, or, directly or indirectly, cause or authorize to be entered into or - effected, any business or orders for businesses competing with the Restricted - Business from any person who (i) at the time of the Agreement or within two - years prior to the date of the Agreement, has been, a customer or client, or - (ii) is an active prospect to be a customer or client, in each case, of the - Seller at the time of the Agreement.
-
 
-
3. - Non-Disclosure of Confidential Information. Seller - and Guarantor acknowledge that it is the policy of the Buyer to maintain as - secret and confidential all Confidential Information, and the parties hereto - recognize that Seller and Guarantor have acquired Confidential Information. - Seller and Guarantor recognize that all such Confidential Information is and - shall remain the sole property of the Buyer, free of any rights of Seller or - Guarantor, and acknowledges that the Buyer and its Affiliates have a vested - interest in assuring that all such Confidential Information remains secret - and - confidential. Therefore, the Seller and Guarantor agree that at all times from - after the date hereof, they will not, directly or indirectly, without the prior - written consent of the Buyer, disclose to any person, firm, company or other - entity (other than the Buyer or any of its Affiliates) any Confidential - Information, except to the extent that (i) any such Confidential Information - becomes generally available to the public or trade, other than as a result - of a - breach by the Seller or Guarantor of this Section 3, or (ii) any such - Confidential Information becomes available to the Seller or Guarantor on a - non-confidential basis from a source other than the Seller, Guarantor, Buyer - or - any of their Affiliates or advisors; provided, that such source is not known - by - the Seller or Guarantor to be bound by a confidentiality agreement with, or - other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. - In addition, it shall not be a breach of the confidentiality obligations hereof - if the Seller or Guarantor is required by law or legal process to disclose - any - Confidential Information; provided, that in such case, the Seller or Guarantor - shall (a) give the Buyer prompt notice that such disclosure is or may be - required, and (b) cooperate with the Buyer, at the Buyer's expense, in - protecting, to the maximum extent legally permitted, the confidential or - proprietary nature of the Confidential Information which must be so disclosed. - The obligations of the Seller and Guarantor under this Section 3 shall survive - any termination of this Agreement.
-
 
-
4. - Non-Solicitation. - At all - times from and after the date of this Agreement and until the expiration of - the - Restricted Period, Seller and Guarantor shall not, directly, indirectly or - otherwise by letters, circulars or advertisements, and whether for themselves - or - on behalf of any other person:
-
 
-
(a) - solicit or, directly or indirectly, cause to be solicited for employment, any - persons who (i) are, at the time of solicitation of employment, employees of - the - Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time - of - solicitation of employment, sales representatives or employees thereof, retained - by the Buyer or any of its Affiliates; or
-
 
-
(b) - employ or, directly or indirectly, cause to be employed, any persons who (i) - are, at the time of such action, employees of the Buyer or any of its - Affiliates, or (ii) are, at the time of such action, sales representatives - or - employees thereof, retained by the Buyer or any of its Affiliates;
-
 
-
provided, - however, that this Section 4 shall not prohibit Seller or Guarantor from - employing or soliciting the employment any person who (A) is an employee of - Seller as of the Agreement Date and (B) is not offered employment by Buyer - as of - the Agreement Date.
-
 
-
5. - Right to Injunctive Relief. - Seller - and Guarantor acknowledge that any breach or threatened breach by it of any - of - the covenants or provisions contained herein will result in irreparable and - continuing harm to the Buyer for which the Buyer would not have adequate remedy - at law. Therefore, Seller and Guarantor acknowledges and agrees that, in - addition to any other remedy which the Buyer may have at law or in equity, - the - Buyer shall be entitled to injunctive relief or other equitable remedies in - the - event of any such breach or threatened breach. Seller and Guarantor further - acknowledges and agrees that monetary damages would be insufficient to - compensate the Buyer in the event of a breach by Seller or Guarantor of any - of - the covenants or provisions contained herein, and that in the event of a breach - thereof, the Buyer shall be entitled to specific performance of the obligations - hereunder.
-
 
-
6. - Enforceability; Severability. - If any - provision of this Agreement shall be adjudicated to be invalid or unenforceable, - then such provision shall be deemed modified, as to duration, territory or - otherwise, so as to be enforceable as similar as possible to the provision - at - issue, in order to render the remainder of this Agreement valid and enforceable. - The invalidity or unenforceability of any provision of this Agreement shall - not - affect the other provisions hereof, and this Agreement shall be construed in - all - respects as if such invalid or unenforceable provision were - omitted.
-
 
-
7. - Successors and Assigns. - This - Agreement shall be binding upon and shall inure to the benefit of Seller and - its - successors and assigns, and shall be binding and inure to the benefit of the - Buyer and its successors and assigns.
-
 
-
8. - Entire Agreement. - This - Agreement, together with the Purchase Agreement and the Transaction Documents, - contains the entire understanding among the parties hereto with respect to - the - subject matter hereof and supersedes all prior negotiations and understandings - among the Buyer and Seller with respect hereto. This Agreement may not be - amended or modified except by a written instrument signed by the parties hereto. -
-
 
-
9. - Governing Law; Venue.
-
 
-
(a) - This - Agreement shall be construed in accordance with, and governed in all respects - by, the internal laws of the State of Massachusetts, without giving effect - to - principles of conflicts of laws.
-
 
-
(b) - Unless otherwise explicitly provided in this Agreement, any Proceeding relating - to this Agreement or the enforcement of any provision of this Agreement may - be - brought or otherwise commenced in any state or federal court located in the - County of Middlesex, Massachusetts. Each of Seller, Guarantor and - Buyer:
-
 
-
(i) - expressly and irrevocably consents and submits to the jurisdiction of each - state - and federal court located in the County of Middlesex, Massachusetts and each - appellate court located in the State of Massachusetts, in connection with any - such Proceeding;
-
 
-
(ii) - agrees that each state and federal court located in the County of Santa Clara, - California or Massachusetts shall be deemed to be a convenient - forum;
-
 
-
(iii) - agrees not to assert, by way of motion, as a defense or otherwise, in any such - Proceeding commenced in any state or federal court located in the County of - Santa Clara, California or Massachusetts any claim that such Party is not - subject personally to the jurisdiction of such court, that such Proceeding - has - been brought in an inconvenient forum, that the venue of such Proceeding is - improper or that this Agreement or the subject matter of this Agreement may - not - be enforced in or by such court; and
-
 
-
(iv) - agrees that service in any action may be made by giving notice in accordance - with Section 10.
-
 
-
10. - Notices. - Any - notice or other communication required or permitted to be delivered to any - party - shall be in writing and shall be deemed properly delivered, given and received - when delivered, by hand, by registered mail, by courier or express delivery - service, by facsimile, or by e-mail to the address or facsimile number set - forth - beneath the name of such party below, or to such other address or facsimile - number as such party shall have specified in a written notice given to the - other - parties:
-
 
-
if - to the - Seller or the Guarantor:
-
                                                - Implant Sciences Corporation
-
107 - Audubon Road, #5
-
Wakefield, - MA 01880-1246
-
- - - - - - - - - - -
  -
Attention: -
- 		   
-
-
Facsimile: - (781) 246-3561
-
- - - - - - - - - - -
   -
Email:
- 		  -
@implantsciences.com
-
-
-

 
-
with - a - copy to: 
-

-
Ellenoff - Grossman & Schole LLP
-
370 - Lexington Avenue
-
New - York, - NY 10017-6503
-
Attention: - Barry I. Grossman
-
                               - Facsimile: (212) 370-7889
-
                               - Email: bigrossman@egsllp.com
-

-
if - to the - Buyer: 
-
                                   - Evans - Analytical Group - LLC
-
810 - Kifer - Road
-
Sunnyvale, - CA 94086
-
Attention: - Thomas B. Pfeil
-
Facsimile: - (408) 530-3899
-
E-mail: - tpfeil@eaglabs.com
-

-
 
-
11. - Headings. - The - headings of sections and subsections of this Agreement are for convenience - of - reference only and are not to be considered in construing this Agreement. -
-
 
-
12. - Execution in Counterparts. - This - Agreement may be executed in any number of counterparts, each of which shall - be - deemed to be an original, but all of which, when taken together, shall - constitute one and the same instrument.
-
 
-
IN - WITNESS WHEREOF, the parties hereto have caused this Non-Competition and - Nondisclosure Agreement to be executed as of the day and year first above - written.
-
 
-
- - - - - - - - - - - - - - - - - - - -
-
ACCUREL - SYSTEMS INTERNATIONAL CORPORATION
-
 
-
 
-
 
-
By: -  
-
 
-
Name: -  
-
 
-
Title: -  
- 		-
EVANS - ANALYTICAL GROUP LLC
-
 
-
 
-
 
-
By: -  
-
 
-
Name: -  
-
 
-
Title: -  
-
  
  
-
IMPLANT - SCIENCES CORPORATION
-
 
-
 
-
 
-
By: -  
-
 
-
Name: -  
-
 
-
Title: -  
- 		 
-
-

-
 
- - \ No newline at end of file diff --git a/contract-nli/raw/1070052_0000950130-01-501801_dex99d2.txt b/contract-nli/raw/1070052_0000950130-01-501801_dex99d2.txt deleted file mode 100644 index eaec9153c839f5a5844fff5d1ec91188fab9c07d..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1070052_0000950130-01-501801_dex99d2.txt +++ /dev/null @@ -1,239 +0,0 @@ - - - EXHIBIT (d)(2) - - MUTUAL NON-DISCLOSURE AGREEMENT - ------------------------------- - - THIS AGREEMENT is made effective as of February 9, 2001 (the "Effective - Date") by and between Proxicom, Inc. ("Proxicom"), with offices at 11600 - Sunrise Valley Drive, Reston, Virginia 20191, USA and Dimension Data - ("Dimension"), with its headquarters in Johannesburg, South Africa (each - individually a "Party" and collectively the "Parties"). - - WITNESSETH: - - WHEREAS, in connection with exploring and evaluating a possible business - transaction (the "Transaction") and for the purposes of the ongoing - Transaction, the Parties recognize the need to disclose to one another - certain of their Confidential Information (as defined below); and - - WHEREAS, the Parties wish to stipulate the terms and conditions upon which - such Confidential Information will be disclosed by one Party to the other - Party hereunder; - - NOW, THEREFORE, the Parties agree as follows: - -1. "Confidential Information" means information in whatever form disclosed by - or on behalf of one Party (the "Disclosing Party") to the other Party (the - "Receiving Party") before, on or after the Effective Date hereof which - relates to a Disclosing Party's business or the Transaction including - without limitation: business, financial, human resources, and technical - materials, information and data, or information which although not directly - related to the Transaction, is nevertheless disclosed as a result of or in - connection with the Parties' discussions of the Transaction together with - analyses or other documents prepared by the Receiving Party or any of the - Receiving Party's affiliates, employees, representatives and/or consultants - that contain or otherwise reflect such Confidential Information. - -2. The Receiving Party shall use the Disclosing Party's Confidential - Information only for the purpose of evaluating the Transaction and for the - purposes of the ongoing Transaction, and shall protect such Confidential - Information from disclosure to third parties, using the same degree of care - used to protect its own proprietary information of like importance, but in - any case using no less than a reasonable degree of care. The Receiving - Party may disclose the Disclosing Party's Confidential Information to its - affiliates, its employees, its representatives and its consultants, in each - case if such affiliates, employees, representatives and consultants have a - need to know, and providing such affiliates, employees, representatives and - consultants (i) use the Confidential Information for the purposes of the - Transaction only, and (ii) are bound to protect the Confidential - Information to the same extent as the Receiving Party is bound. The Parties - shall each be responsible for any breach of the terms of this Agreement by - them or their respective affiliates, employees, representatives and/or - consultants and hereby agree, at their sole expense, to take all reasonable - measures (including but not limited to court proceedings) to restrain their - respective affiliates, employees, representatives and/or consultants from - prohibited or unauthorized disclosure or use of the Confidential - Information. The term "affiliate" means any person or entity controlling, - controlled by or under common control with a Party. - -3. The restrictions of this Agreement on use and disclosure of Confidential - Information shall not apply to information that: - - (a) the Receiving Party can demonstrate is in the lawful possession or - control of such Party on a non-confidential basis at the time of its - disclosure hereunder; provided the source of such information was free to - disclose it to the Receiving Party without obligation (whether contractual, - legal, fiduciary or otherwise) to the Disclosing Party; - - (b) is or becomes publicly known other than through disclosure by the - Receiving Party or the Receiving Party's affiliates, employees, - representations and/or consultants; - - (c) the Receiving Party obtained from a third party not known by the - Receiving Party to be subject to any obligation (whether contractual, - legal, fiduciary or otherwise) to the Disclosing Party prohibiting such - disclosure; - - (d) the Receiving Party can demonstrate was developed independently by - such Party without reference to the Confidential Information; or - - - (e) is lawfully required to be disclosed to any governmental agency or is - otherwise required to be disclosed by law; provided, however, that before - -------- ------- - making such disclosure, the Party planning to make such disclosure shall, - to the extent permitted by applicable law (i) give the other Party a - reasonable opportunity to interpose an objection and/or take action to seek - confidential handling of such information and (ii) reasonably cooperate - with the other Party, at the other Party's expense, to seek confidential - handling of such information. - -4. Each Party agrees that, for a period of one (1) year from the Effective - Date hereof, neither it nor any of its affiliates will solicit for - employment, directly or indirectly, any member of the other Party's senior - management with whom it first had contact, or who was specifically - identified to it, during the period of its evaluation of the Transaction; - provided, however, that this paragraph will not prevent either Party from - -------- ------- - employing any person who contacts such Party on his or her own initiative - without any direct or indirect solicitation by or encouragement from such - Party. For purposes of this paragraph, "solicit for employment" shall not - be deemed to include any general solicitations of employment by one Party - not specifically directed towards employees of the other Party. Nothing - herein shall prevent either Party from, directly or indirectly, soliciting - for employment or hiring any member of the other Party's senior management - whose employment with such other Party has been terminated. - -5. Confidential Information disclosed under this Agreement (including - information in computer software or held in electronic storage media) shall - be and shall remain the property of the Disclosing Party. The Receiving - Party, upon the written request of the Disclosing Party at any time, shall - promptly return or destroy all such tangible Confidential Information of - the Disclosing Party in its possession, and the Receiving Party shall - thereafter retain no such Confidential Information in any form. The - Receiving Party shall be fully responsible for the return or destruction of - all Confidential Information disclosed to its affiliates, its employees, it - representatives and/or its consultants. - -6. Without the prior written consent of the other Party, a Party will not - disclose (other than as anticipated elsewhere in this Agreement) to any - third party any information (including Confidential Information) regarding - the Transaction, including without limitation, the fact that discussions - are occurring concerning the Transaction, any of the terms or conditions - relating to the Transaction being discussed by the Parties, or the - existence of this Agreement. - -7. This Agreement shall become effective on the date first set forth above and - shall continue for the longer of (i) one (1) year from the Effective Date - or (ii) one (1) year after the termination of any definitive agreement - entered into by the Parties with respect to the Transaction, except as - otherwise explicitly stated herein. - -8. The Parties understand and agree that unless and until a definitive - agreement between Proxicom and Dimension with respect to a possible - Transaction is executed and delivered, neither Proxicom nor Dimension will - be under any legal obligation of any kind with respect to the Transaction - by virtue of this or any other written or oral expression, except for - matters expressly agreed herein. Neither Party makes any representation or - warranty as to the accuracy or completeness of any information disclosed - hereunder. - -9. Dimension hereby acknowledges that Proxicom is disclosing its Confidential - Information in consideration of Dimension's agreement not to propose to - Proxicom or any other person or entity any transaction between Dimension - and Proxicom and/or its security holders or involving any of Proxicom's - securities or security holders unless Proxicom shall have requested in - writing that Dimension make such a proposal, and that Dimension will not - acquire, or assist, advise or encourage any other persons or entities in - acquiring, directly or indirectly, control of Proxicom or any of Proxicom's - securities, businesses or assets for a period of one (1) year from the date - of this Agreement unless Proxicom shall have consented in advance in - writing to such acquisition. Dimension also agrees that Proxicom shall be - entitled to equitable relief, including injunction, in the event of any - breach of the provisions of this paragraph and Dimension further agrees - that it shall not oppose the granting of such relief. Notwithstanding the - foregoing, Dimension shall not be subject to the restrictions provided in - this paragraph 9 if (i) at any time, any person or entity other than - Dimension announces an intention to acquire, directly or indirectly, any - voting - - 2 - - - securities or assets of Proxicom or (ii) Proxicom publicly solicits offers - for its acquisition or the acquisition of its business and/or assets in - their entirety. - -10. To the extent that any Confidential Information may include materials - subject to the attorney-client privilege, work product doctrine or any - other applicable privilege concerning pending or threatened legal - proceedings or governmental investigations, the Parties understand and - agree that they have a commonality of interest with respect to such matters - and it is their respective desire, intention and mutual understanding that - the sharing of such material is not intended to, and shall not, waive or - diminish in any way the confidentiality of such material or its continued - protection under the attorney-client privilege, work product doctrine or - other applicable privilege. All Confidential Information that is entitled - to protection under the attorney-client privilege, work product doctrine - and other applicable privilege shall remain entitled to such protection - under these privileges, this Agreement, and under the joint defense - doctrine. - -11. Each Party acknowledges that it is aware (and that its affiliates, - employees, representatives and consultants who are apprised of the possible - Transaction have been advised) that the United States and other applicable - securities laws prohibit any person who is aware of material, non-public - information about a company obtained directly or indirectly from that - company, from purchasing or selling securities of such company or from - communicating such information to any other person under circumstances in - which it is reasonably foreseeable that such person is likely to purchase - or sell such securities. - -12. This Agreement: (a) is the complete Agreement of the Parties concerning the - subject matter hereof and supersedes any and all prior Agreements, - understandings or discussions with respect to the subject matter hereof; - (b) shall not be construed to create any obligation on the part of either - Party to complete the Transaction or to compensate the other Party in any - manner, except as may be set forth by a separate written Agreement duly - executed and delivered by the Parties; (c) may not be amended or in any - manner modified except in a writing signed by the Parties; and (d) shall be - governed and construed in accordance with the laws of the United States - and, in particular, the State of New York except its rules as to choice of - law. The Parties agree and hereby consent to the jurisdiction and venue of - the state and federal courts for the Borough of Manhattan, New York, New - York. If any provision of this Agreement is found to be unenforceable, the - remainder shall be enforced as fully as possible and the unenforceable - provisions shall be deemed modified to the limited extent required to - permit its enforcement in a manner most closely representing the intention - of the Parties as expressed herein. Without prejudice to the rights and - remedies otherwise available to the Parties, the Parties agree that money - damages would not be a sufficient remedy for any breach of this Agreement - by either Party or the affiliates, employees, representatives and/or - consultants of either Party and, accordingly, that the Parties shall be - entitled to equitable relief, including injunctive relief and/or specific - performance, if either Party (including the affiliates, employees, - representatives and/or consultants thereof) breaches or threatens to breach - any of the provisions of this Agreement. This Agreement may be executed in - counterparts, each of which shall be deemed to be an original, and all of - which shall constitute the same Agreement. - -IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be -executed by its duly authorized representative: - -PROXICOM, INC. DIMENSION DATA - -By: /s/ Kenneth J. Tarpey By: /s/ P.K. Quarmby - ---------------------------------------- ----------------------- - -Print Name: Kenneth J. Tarpey Print Name: P.K. Quarmby - ----------------------------- ---------------------- - -Title: Executive Vice President & CFO Title: Director - ----------------------------------- ------------------------ - -Date: 2/9/2001 Date: 12/2/2001 - ----------------------------------- ----------------------------- - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1073090_0001356564-06-000012_sorell10ksbamend2x102.txt b/contract-nli/raw/1073090_0001356564-06-000012_sorell10ksbamend2x102.txt deleted file mode 100644 index 97d64a248d773057422dbdafac539fab8d807aff..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1073090_0001356564-06-000012_sorell10ksbamend2x102.txt +++ /dev/null @@ -1,412 +0,0 @@ -Exhibit 10.2 - - MUTUAL NON-DISCLOSURE AGREEMENT & BUSINESS AGREEMENT - ---------------------------------------------------- - (Contract #: 8C-AN050921-01) - - -This Agreement is made and entered into as of September 21, 2005 between S-CAM -Co., LTD duly organized and existing under the law of the Republic of Korea with -its place of business at #303, Gyenggi Venture building 1017, Ingae-dong, -Paldal-gu, Suwon-si, Gyenggi-do, Korea (hereinafter referred to as "SCAM") and -ANUBIS Electrinc GmbH, duly organized and existing under the law of the Germany -with its principal place of business at Am Langfeld 38, D-66130 Saarbrucken, -Germany (hereinafter referred to as "ANUBIS") with reference to the following -facts: - -Whereas, SCAM (Manufacturer) wishes to appoint ANUBIS the exclusive distributor -for the Products in the Territory (as hereinafter defined), - -Now, therefore, in consideration of the premises and mutual covenants contained -herein, the parties agree as follows: - -ARTICLE 1. DEFINITIONS -In this agreement except where the context otherwise requires, the following -terms and expressions shall have the following meanings: - -1.1 "Confidential Information" means any information, whether written or oral, -which ANUBIS learns about SCAM or the Products and which is not generally -available to the public or which is labeled by SCAM as confidential. - -1.2 "Products" means the item listed in the Schedule and any additional -products expressly brought within the scope of this agreement by mutual written -consent of the parties. - -1.3 "Performance Levels" means the annual minimum sales of the Products for the -Sales Territory as set forth in the Schedule or as may be amended by the parties -in writing from time to time. - -1.4 "Sales Price" means, for Products delivered to the ANUBIS hereunder, an -amount in US Dollars, determined from SCAM's current applicable price list for -such Product as published by SCAM, in effect September 21, 2005 as mutually -agreed by both parties, and which shall only be changed with 30 days prior -written notice. - -1.5 "Sales Territory" means that geographic area commonly referred to as Whole -Europe. - -1.6 "Schedule" means that listing attached to this Agreement and made a part -hereof which contains certain pertinent provisions of this agreement. - -ARTICLE 2. GRANT OF REPRESENTATION - -2.1 EXTENT OF REPRESENTATION RIGHTS. Under the terms and conditions set forth -in this agreement, SCAM hereby appoints ANUBIS, and ANUBIS accepts such -appointment as the representative to sell the Products to customers in the Sales -territory. Unless specifically otherwise authorized in writing by SCAM, ANUBIS -shall not directly or indirectly by any means whatsoever contact or solicit any -customer or customers outside of Sales Territory or establish any branch or -depot for the purpose of selling the Products outside of the Sales Territory. - - 1 - -2.2 ALL SALES BY ANUBIS COVERED. All Products sold by ANUBIS during the term -of this agreement shall be subject to the terms of this agreement. - -2.3 OTHER PRODUCTS. This agreement shall not included, and ANUBIS does not by -this agreement obtain, the right to sell any item produced or sold by SCAM -except the Product. - -2.4 ANUBIS NOT AGENT. ANUBIS is and shall act as an independent contractor. -ANUBIS is not an agent, franchisee, or employee of SCAM and has no power to act -for, bind, or otherwise create or assume any obligation on behalf of SCAM for -any purpose whatsoever. All financial obligations associated with ANUBIS's -business are the sole responsibility of ANUBIS. - -ARTICLE 3. TITLE, RISK OF LOSS AND WWARRANTY LIMITATION - -3.1 LIMITED WARRANTY. Any products purchased from SCAM which become defective -will be Warranted to ANUBIS for a period of 24 months from the date of shipment -to ANUBIS. Such warranted units will be repaired or replaced by SCAM. - -3.2 NOTIFICATION. ANUBIS will notify SCAM in writing of any claim or -proceeding involving Products no later than fourteen (14) days after ANUBIS -learns of such claim or proceeding. SCAM will likewise notify ANUBIS. SCAM -will also report all claimed or suspected product defects to ANUBIS promptly. - -ARTICLE 4. TRADEMARKS, TRADE NAMES AND GOODWILL - -4.1 REPUTATION. Each of the parties will act and cooperate in all reasonable -ways to protect the reputation and goodwill of the other. - -ARTICLE 5. CONFIDENTIAL INFORMATION - -5.1 MAINTENANCE OF CONFIDENTIALITY. ANUBIS acknowledges that the processes -used by SCAM to develop and produce the Products involve confidential -information and data of substantial value to SCAM which value would be impaired -if said information and data were disclosed. ANUBIS agrees (1) to safeguard the -Confidential Information disclosed pursuant to this agreement (2) not to use the -Confidential Information disclosed pursuant to this agreement for any purpose -other than (to the extent necessary) to further the sale of and promotion of -Products and (3) to cooperate in any lawsuit involving the Confidential -Information. In implementation of the foregoing, ANUBIS shall not disclose any -of the Confidential Information to any person except those for whom disclosure -is necessary for the effective performance of their responsibilities as -employees of agents of ANUBIS, and, in each case, only to the extent required -for such effective performance of responsibilities. - -5.2 OBLIGATION AFTER DISCLOSURE OR TERMINATION. The obligations undertaken by -ANUBIS pursuant to this Article 5 shall not apply to any Confidential -Information which hereafter shall become published or otherwise generally -available to the public, except in consequence of a willful or negligent act or -omission by ANUBIS orits employees or agents in contravention of the obligations -herein above set forth in this Article 5. Except as so limited all of the -obligations of this Article 5 survive expiration or termination of this -agreement. - -5.3 This Agreement will apply to all confidential and proprietary information -disclosed by one party to the other party, including information listed in -Exhibit A and other information which the disclosing party identifies in writing -as confidential before or within thirty days after disclosure to the receiving -party ("CONFIDENTIAL INFORMATION") - -5.4 Each party agrees (i) to hold the other party's Confidential Information in -strict confidence, (ii) not to disclose such Confidential Information to any -third parties, and (iii) not to use any Confidential Information for - - 2 - -any purpose except for the Business Purpose. Each party may disclose the other -party's Confidential Information to its responsible employees with a bona fide -need to know, but only to the extent necessary to carry out the Business -Purpose. Each party agrees to instruct all such employees not to disclose such -Confidential Information to third parties, including consultants, without the -prior written permission of the disclosing party. - -5.5 Confidential Information will not include information which: - - (i) Is now, or hereafter becomes, through no act or failure to act on the -part of the receiving party, generally known or available to the public; - - (ii) was acquired by the receiving party before receiving such information -from the disclosing party and without restriction as to use or disclosure; - - (iii) is hereafter rightfully furnished to the receiving party by a third -party, without restriction as to use or disclosure; - - (iv) is information which the receiving party can document was -independently developed by the receiving party; - - (v) is required to be disclosed pursuant to law, provided the receiving -party uses reasonable efforts to give the disclosing party reasonable notice of -such required disclosure; or - - (vi) is disclosed with the prior written consent of the disclosing party. - -ARTICLE 6. REPRESENATIONS AND WARRANTIES; INDEMNIFICATION - -6.1 POWER AND AUTHORITY. SCAM represents and warrants that it has full power -and authority to enter into and fulfill the terms of this agreement. - -6.2 PRODUCT QUALITY. SCAM represents and warrants to ANUBIS that the Products -will be of good quality in all respects, that the materials comprising the -Products shall not be defective, and that the Products sold to ANUBIS hereunder -shall operate in conformance with SCAM's specifications with respect to such -Products as set forth in any literature or packaging accompanying or related to -such Products. - -6.3 NECESSARY RIGHTS. SCAM represents and warrants to ANUBIS that SCAM has, or -has applied for all necessary rights to sell and all necessary copoyrights, -trademarks, service makes and patents for the Products. SCAM represents and -warrants, to the best of its knowledge and belief, that neither the Products nor -the use thereof infringes upon or violates any right of privacy of, or -constitutes a libel, slander or any unfair competition against, or infringes -upon or violates any trademark, trade name, service mark, copyright, trade -secret, invention, patent or any other right of any other person. - -ARTICLE 7. OTHER COVENANTS OF DISTRIBUTOR -In addition to other duties set forth herein, during the term of this agreement -ANUBIS also covenants and agree: - -7.1 PROMOTION. To diligently use it best efforts to introduce, promote the -sale of, and obtain orders for, the Products in the Sales Territory. - -7.2 MAINTENANCE AND PROVISION OF INFORMATION. To maintain and to provide SCAM -with forecasts in such form as is reasonably requested by SCAM, relating to -expected orders for Products from the Sales Territory. - -ARTICLE 8. TERM AND TERMINATION - -8.1 TERM. The term of this agreement shall initially be twelve months -commencing as of the date and year first above written unless earlier terminated -in accordance with this Article 8. After such twelve month period, the -agreement shall continue on a year to year basis unless either party shall give -written notice to the other within sixty (60) days from the end of such period -or unless sooner terminated in accordance with the provisions of this paragraph -8. - - 3 - -8.2 EVENTS OF DEFAULT. The following shall constitute and Event of Default: - - (a) The breach by either party of any of the terms of this agreement - or of any other ancillary agreement between the parties hereto - including, but not limited to, timely payment of any sums due - hereunder or thereunder, and such breach continuing for a period of - thirty (30) days after notice from the non-breaching party. - - (b) Any representation or warranty under this agreement or any other - agreement being materially false. - - (c) The receipt by either party of an opinion of counsel that such - termination is necessary to avoid exposure to civil or criminal - liability under any federal, state or foreign laws. - - (d) The failure of ANUBIS to meet under 70% of the Performance Levels - in the Sales Territory by mutual agreement; or - - (e) A substantial change in the ownership or control of ANUBIS. - -8.3 EFFECT OF TERMINATION. Should an Event of Default occur the non-defaulting -party might, so long as the Event of Default continues in effect, terminate this -agreement and pursue any right which may be available by law. In the event of -any termination arising as a result of a breach by ANUBIS: -(a) SCAM shall not be relieved of any obligation to make further shipments of -the Product hereunder and may not (even in the event that the contract was -terminated as a result of a breach by ANUBIS) cancel all ANUBIS's unshipped -orders for the Product. SCAM shall have an obligation to ANUBIS in connection -with of any unshipped orders pursuant to this paragraph. -(b) ANUBIS shall immediately discontinue representation of the Product and the -use of Confidential Information the Trademarks and any signs, stationary, -advertising, or anything else that might make it appear that ANUBIS is still -authorized to deal in the Product. -(c) ANUBIS shall immediately return all Confidential Information to SCAM along -with all literature, manual, price lists, and similar material related to the -Product. - -ARTICLE 9. GENERAL PROVISIONS - -9.1 COMPLETE AGREEMENT; MODIFICATIONS. This agreement and any documents -referred to herein or executed contemporaneously herewith constitute the entire -agreement among the parties with respect to the subject matter hereof and may -not be amended, altered or modified except by a writing signed by the parties. -This agreement supersedes all agreements, representations, warranties, -statements, promises and understandings, whether oral or written, with respect -to the subject matter hereof. - -9.2 ADDITIONAL DOCUMENTS. Each party hereto agrees to execute any and all -further documents and writings and to perform such other actions which may be or -become necessary or expedient to effectuate and carry out this agreement. - -9.3 NOTICES. Unless otherwise specifically permitted by this agreement, all -notices under this agreement shall be in writing and shall be delivered by -personal service, telegram, facsimile or certified or registered mail (if such -service is available, or, if not, by first class mail), postage prepaid, to such -address as may be designated from time to time by the relevant party, and which -shall initially be as set forth in the Schedule. Any notice sent by mail shall -be deemed to have been given fourteen (14) days after the date on which it is -mailed. - -9.4 ASSIGNEMNT. -The parties may not assign or transfer this agreement or any of its rights, -duties or obligations hereunder and this agreement may not be involuntarily -assigned by operation of law without the prior written consent of each party. - -9.5 EXCUSED NONPERFORMANCE. Neither SCAM nor ANUBIS shall be deemed to be in -default or for in breach of any provision of this agreement as a result of any -delay, failure in performances, or interruption of service resulting directly or -indirectly from acts of God, acts of civil or military authority, civil -disobedience, war, strikes or other labor disputes, fires, transportation -contingencies, laws, regulations, acts or orders of any government agency or any -government official, or any other occurrence beyond the reasonable control of -either - - 4 - -party. It is expressly understood, however, that the obligations of either -party to perform under the terms of this agreement shall continue after the -passing of, or normalization of, any of the eventualities described above, -provided that the occurrence of any such eventuality shall in no event extend -the term of this agreement. In witness whereof, the parties hereof have caused -this agreement to be executed in duplicate for each party retaining one. - - - \s\ xxxxx - - 5 - - SCHEDULE FOR BUSINESS AGREEMENT - ------------------------------- - -1. Product: NF1 (2.2" Navigation) - -2. Tooling Cost Payment - a. Total: US$100,000.00 - b. 30%: US$30,000.00 will be paid with complete the contract for starting - c. 30%: US$30,000.00 will be paid after ANUBIS received the Engineering - sample - d. 40%: US$40,000.00 will be paid when P.P sample is approved - -3. Tooling Cost Depreciation - a. Quantity: 100,000 units - b. Deduct Price: US$1.00/unit up to 100,000 units - -4. Development Schedule - a. Please refer to attached file for the development schedule - b. The Development Schedule is subject to be changed if there are any - unexpected happen - -5. Sales Price for Player: US$11.00 (Included Tooling Cost Depreciation -US$1.00) - a. The price is only for the player without map data Nand Flash Memory, - Map Porting Cost and accessories. - b. SCAM provides the giftbox design, and ANUBIS provides the cosmetic - design for giftbox. - c. SCAM and ANUBIS double check the price for accessories. - d. The price will be discussed after 100,000 units production. - -6. Performance Levels (Total 100,000 units from Jan 2006 to Dec 2006) - a. Quarter 1 (Jan. 2006 - Mar. 2006): 50,000 units - b. Quarter 2-4 (Apr. 2006 - Dec. 2006): 50,000 units - -7. Sales Territory: Whole Europe - -7. Shipment Terms: FOB KOREA - -8. Payment: By an Irrevocable L/C at night in favor of SCAM or T/T in advance. - -9. Placing order for Quarter 1 - a. ANUBIS shall place the order for 50,000 units 6 weeks prior to mass - production for buying long term components. - -The matters not mentioned herein in detail shall be amicably determined by/and -between the party. - - September 21, 2005 - -For and on behalf of ANUBIS For and on behalf of SCAM - -ANUBIS DIGITAL TECHNOLOGY CO., LTD SCAM CO., LTD. --------------------------------------- ---------------- -Signed: Signed: - - - \s\ Dominique Bonk \s\ Bon Kwan Koo - -------------------- ------------------- -Name: Dominique Bonk Name: Bon Kwan Koo - -------------------- ------------------- -Position: CEO Position: CEO - -------------------- ------------------- - - - - 6 - -S-Cam PROFORMA INVOICE - -S-CAM Co., Ltd. -No. 35, Buk-Ri, Namsa-Myun, Yongin City INV. NO. : SFPI-TYP050921-01 -Kyeonggi-do, Korea DATE : September 21, 2005 -Tel: 82-31-233-4664 Fax: 82-31-233-4795 REF NO. : - -MESSERS: -ATTN: MR. DOMINQUE BONK -ANUBIS ELECTRONIC GMBH - -We have the pleasure of presenting the following goods in accordance with the -terms and conditions given below: --------------------------------------------------------------------------------- - -H-S Code Description Q'ty U-Price (U$) Amount (U$) - --------------------------------------------------------------------------------- - - NF-1 (2.2" LCD) Navigation + MP3 - - Tooling Cost - - 30% with Starting $100,000.00 - - 30% after received Engineering Sample $ 30,000.00 - - 40% after pass P.P sample is approved $ 40,000.00 - - --------------------------------------------------------------------------------- - -* Origin : Republic of Korea -* Destination : Germany -* Packing : Export Standard Packing -* Payment : T/T -* Validity of Offer : 2 weeks after Issue this Offer -* Bank Information : Korea Exchange Bank, Samsung Electronics Br. - - Bank's Address : Maetan 3 dong 416, Paidal-ga, Suwon City, - Kyeonggi-do, Korea - - Account No. : 148-JSD-100077-6 - - SWIFT Code : KOEXKRSE -* Beneficiary : S.CAM Co., LTD. - 35 Buk-Ri, Namsa-Myun, Yongin City, - Kyeonggi-do, Korea - Tel: 82-31-329-8901 - -* Remark - - - - Accepted by Offered By - S-CAM Co., LTD. - - \s\ Bon Kwan Koo - \s\ Dominique Bonk Bon Kwan, President - ------------------ ------------------- - S-CAM Co., Ltd. - - 7 - \ No newline at end of file diff --git a/contract-nli/raw/1074663_0001090002-01-500104_ex102.txt b/contract-nli/raw/1074663_0001090002-01-500104_ex102.txt deleted file mode 100644 index fce4852fa808d5eaffae311c6f1c43b9b8614fb2..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1074663_0001090002-01-500104_ex102.txt +++ /dev/null @@ -1,159 +0,0 @@ -EXHIBIT 10.2 - -Perma-Tune Electronics Inc. - - NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT - -Perma-Tune Electronics Inc., a Texas Corporation (hereinafter collectively -referred to as the COMPANY) makes this AGREEMENT concerning the Perma-Tune -electronic ignition systems known as the Perma-Tune, Digital Fire, and Plasma -Injector: - - Linda Decker - ----------------- - Company or Individual Name - (hereinafter referred to as the RECIPIENT). - -In it's business, COMPANY has certain valuable technical and non-technical -information, processes, samples, sources and supplies, including but not limited -to certain training, literature, information, promotional plans and direction -used in connection with COMPANY'S products which are VITAL to its business and -success ("CONFIDENTIAL MATERIAL") and, to guard the legitimate interests of the -COMPANY, it is necessary for the COMPANY to protect the CONFIDENTIAL MATERIAL by -holding it confidential as TRADE SECRETS. - -After execution thereof, the COMPANY will disclose to RECIPIENT certain of the -CONFIDENTIAL MATERIAL and RECIPIENT, through his/her activities and by virtue of -this relationship with the COMPANY, will become acquainted with certain -CONFIDENTIAL MATERIAL. - -RECIPIENT agrees as follows: - -1. RECIPIENT may view, have access to, and through verbal explanations - learn of CONFIDENTIAL MATERIAL, samples, and other information, - financial information, marketing information, data, special testing and - training procedures and processes, specifications either owned by the - COMPANY or used in the course of its business (collectively called - "CONFIDENTIAL MATERIAL"). All such CONFIDENTIAL MATERIAL shall be - considered to be TRADE SECRETS by the COMPANY and is disclosed IN - CONFIDENCE to RECIPIENT. - -2. All CONFIDENTIAL MATERIAL, which RECIPIENT shall use, view, receive or - come in contact with, shall be and shall remain the COMPANY'S SOLE and - EXCLUSIVE property, and shall be PROMPTLY RETURNED upon completion of - the purpose for which it was provided, or when verbally communicated, - will no longer be utilized to benefit RECIPIENT, but in NO EVENT, later - than TEN (10) DAYS after request by COMPANY. NO COPIES shall be made of - ANY MATERIAL or DOCUMENT (S) provided under this agreement, except upon - WRITTEN CONSENT of the COMPANY, ALL COPIES and samples shall likewise - be RETURNED. Any attempt to disassemble or otherwise reverse engineer - CONFIDENTIAL MATERIAL by the RECIPIENT or the transfer of CONFIDENTIAL - MATERIAL to any other company or persons for any reason is strictly - prohibited. - - 111 S. Birmingham St. Wylie, TX 75098 Voice (972)442-6774 FAX (972)442-9386 - www.perma-tune.com - Page 1 of 3 - - - - - Perma-Tune Electronics Inc. - -3. During and after discussion, including the duration of ANY BUSINESS - RELATIONSHIP and THEREAFTER, RECIPIENT will HOLD TRUST and KEEP - SECRET ALL CONFIDENTIAL MATERIAL obtained from COMPANY. - ---- - RECIPIENT will maintain adequate SAFEGUARDS to PROTECT such - CONFIDENTIAL MATERIAL and PREVENT its DISCLOSURE to others, except - its own employees on a NEED-TO-KNOW BASIS, and will NEITHER USE nor - DISCLOSE, DIRECTLY or INDIRECTLY, for him/herself or for the benefit of - another, ANY CONFIDENTIAL MATERIAL or perform any acts which may - DIRECTLY or INDIRECTLY have an adverse effect upon the business of the - COMPANY, or which would tend to reduce the proprietary value of such - CONFIDENTIAL MATERIAL to the COMPANY, without the COMPANY'S PRIOR - WRITTEN APPROVAL. RECIPIENT shall MAINTAIN a RECORD or LOG - reflecting the NAMES, ADDRESSES, DATES and other INFORMATION which - the COMPANY shall request RECIPIENT to keep of PERSONS or ENTITIES to - execute a COPY of this AGREEMENT acknowledging its TERMS and the - TRADE SECRET nature of CONFIDENTIAL MATERIAL and shall provide to the - COMPANY UPON REQUEST, copies of ALL such acknowledgments. - -4. RECIPIENT agrees that he/she WILL NOT UTILIZE ANY CONFIDENTIAL MATERIAL - to which he/she is exposed by reason of his/her relationship hereunder - to COMPANY in such manner as to CIRCUMVENT the relationship between the - COMPANY and others, nor to benefit, DIRECTLY or INDIRECTLY, from such - CONFIDENTIAL MATERIAL, except pursuant to any agreement between - RECIPIENT and the COMPANY. - -5. RECIPIENT further agrees to INDEMNIFY and HOLD the COMPANY HARMLESS - from and against any losses incurred due to any unauthorized use or - disclosure of the CONFIDENTIAL MATERIAL. - -6. Any VIOLATION or THREATENED VIOLATION of this AGREEMENT shall entitle - the COMPANY to INJUNCTIVE RELIEF, together with ANY OTHER REMEDIES - available to the COMPANY including MONETARY DAMAGES. In the event of - ACTUAL VIOLATION of the AGREEMENT, the COMPANY shall receive, from - RECIPIENT 100% of ALL INCOME which RECIPIENT has acquired form said - BREACH of this AGREEMENT. - -7. If any provision in this AGREEMENT is held, by a COURT of competent - jurisdiction, to be invalid, void or unenforceable, the remaining - provision shall nevertheless CONTINUE in FULL FORCE, without being - impaired or invalidated IN ANY WAY. The failure of the COMPANY to - enforce any provision of this AGREEMENT shall NOT be construed as a - waiver of any such provision, nor prevent the COMPANY from enforcing - such provision or any other provision of this AGREEMENT. - - 111 S. Birmingham St. Wylie, TX 75098 Voice (972)442-6774 FAX (972)442-9386 - www.perma-tune.com - Page 2 of 3 - - - - -Perma-Tune Electronics Inc. - - RECIPIENT AGREED AND ACCEPTED - - AGREED BY: - - Perma-Tune Electronics, Inc. - ---------------------------- - Company Name - - Linda Decker - ---------------------- - Name of Corporate Officer - - Corporate Secretary - Title - - /s/ Linda Decker - ----------------------- - Signature - - 566-15-xxxx - ------------------------------ - EIN or Social Security Number - - 6-1-93 - ---------------------- - Date - - ACCEPTED BY: - - Lonnie Lenarduzzi - President, Perma-Tune Electronics Inc. - - /s/ Lonnie Lenarduzzi - ---------------------- - Signature - - 6-1-93 - ----------------------- - Date - - 111 S. Birmingham St. Wylie, TX 75098 Voice (972)442-6774 FAX (972)442-9386 - www.perma-tune.com - Page 3 of 3 \ No newline at end of file diff --git a/contract-nli/raw/1077050_0000950147-99-000049_document_10.txt b/contract-nli/raw/1077050_0000950147-99-000049_document_10.txt deleted file mode 100644 index 0565fa784bf58e053f2b24e141429aec9930c187..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1077050_0000950147-99-000049_document_10.txt +++ /dev/null @@ -1,235 +0,0 @@ -MUTUAL CONFIDENTIALITY AND - NON-DISCLOSURE AGREEMENT - - This Agreement is made and entered into on the 10th day of September, -1997. - -BETWEEN: -(1) Creative Labs, Inc. having the principal offices at 1901 McCarthy - Boulevard, Milpitas, CA 95085 ("Creative"). - -(2) Pacific Magtron, Inc. a California corporation having its principal offices - at 1800 California Circle, Milpitas, CA 95085 (" ") - -WHEREAS: - -1. Creative and Pacific Magtron are engaged in discussions with respect to a - possible business or financial arrangement or venture between them relating - to multimedia technology. - -2. In connection therewith disclosure of certain information which is - proprietary/confidential to the parties may become necessary or desirable. - -3. Each party is willing to disclose such Proprietary/Confidential Information - to the other parties upon the terms and conditions herein set forth and - each party is willing to maintain the confidentiality of such information - disclosed to it by the other parties in accordance with the terms and - conditions hereof. - -NOW THEREFORE, in consideration of the disclosure of such -Proprietary/Confidential Information and the mutual covenants and promises -herein contained, it is agreed as follows: - -1. INTERPRETATION - For the purposes of this Agreement, "Proprietary/Confidential Information" - shall mean any and all proprietary, secret information, technical data or - know-how related to any aspect of other party's business or technology - including, without limitation, data, know- how, formulas, designs, - photographs, drawings, specification, software programs and samples and any - other material bearing or incorporating any such information which is - disclosed by one party to the other, which information, data or know-how is - marked or stipulated as being "Proprietary", "Confidential", "Strictly - Private" or otherwise, using words of similar significance. Such disclosure - may be made either directly or indirectly, in writing, orally or by - drawings, plans or inspection of products, materials, parts or equipment. - -2. UNDERTAKING OF THE PARTIES - Each party hereby undertakes to treat and maintain all - Proprietary/Confidential Information received from any of the other parties - in confidence. With respect thereto, each party hereby undertakes and - agrees as follows: - - - - i. For a period of 5 years from the date of this Agreement, the receiving - party shall not publish, disseminate nor disclose any - Proprietary/Confidential Information received from any of the other - parties to any third party accept to those of its own employment - having valid need to know the information in the course of employment - and such disclosure shall be on terms not less restrictive than those - herein contained. - - ii. The receiving party shall use the same degree of care to avoid - disclosure or use of the Proprietary/Confidential Information as it - uses in respect of its own information of like importance but in no - case less than a reasonable degree of care. - - iii. The receiving party shall in accordance with the request of the other - parties, either return all copies, recording and tangible - manifestations of Proprietary/Confidential Information or destroy the - same following a determination by any of the parties not to enter into - any arrangement or venture with each other of the kind contemplated - herein or upon termination of any related memorandum of understanding - or agreement entered into between the parties or upon the written - request of the disclosing party. - -3. EXCEPTIONS - - The aforesaid restrictions on the parties shall not apply to any - Proprietary/Confidential Information which - - i. Can be proved by documentary evidence to be such - Proprietary/Confidential Information that was already in the - possession of the receiving party and at its free disposal before the - disclosure hereunder to it; - - ii. Is received by the receiving party from third parties without - accompanying secrecy or confidentiality obligations and not in - violation of any duty of confidence under this agreement; - - iii. Is independently developed by the receiving party; - - iv. Is or becomes generally available to the public in printed - publications in general discussion through no act or default on the - part of the receiving party or its agents or employees; - - v. Is furnished to a third party by a party hereunto who owns such - Proprietary/Confidential Information without similar restriction on - the third party's rights; - - vi. Is approved for release by written authorization of the other party; - or vii. Is disclosed pursuant to any requirement or request by - operation of law provided that the involving party shall prior to - disclosure notify the disclosing party of any such requirement or - request. - -4. OWNERSHIP - - All Proprietary/Confidential Information disclosed pursuant to this - Agreement shall be and remain the property of the disclosing party. Nothing - in this Agreement shall be construed as granting or confirming any rights - by license or otherwise expressly impliedly or otherwise, for any of the - Proprietary/Confidential Information disclosed by the disclosing party - hereunder. All Proprietary/Confidential Information, existing in written - form or recorded in any other tangible medium, shall be returned to the - disclosing party upon its request, together with any reproductions or - copies thereof. Further, upon the disclosing party's request, notes, - memoranda and reports which incorporate the Proprietary/Confidential - Information shall, without exception, be destroyed. - -5. ORAL DISCLOSURE - - In the event the disclosing party of such Proprietary/Confidential - Information orally discloses the information to the receiving party, the - disclosing party agrees to promptly notify the receiving party of the - confidentiality of such oral disclosure and reduces to writing such - Proprietary/Confidential Information and submit the same to the receiving - party within 15 days of such oral disclosure, upon which the receiving - party shall not be bound by the confidentiality obligations as herein - provided as regards the said Proprietary/Confidential Information disclosed - orally. - -6. AUTHORIZATION - - Each party agrees that necessary authorizations, permits or licenses - including expert licenses as may be required will be obtained prior to the - exportation/disclosure of any Proprietary/Confidential Information relating - to the technology of the other party. The disclosing party shall notify the - receiving party of the need to obtain any required authorizations, permits - and licenses and/or the need to comply with any relevant laws or - regulations relating to the disclosure. The disclosing party shall obtain - the required authorizations, permits and licenses. - -7. SURVIVAL - - The aforesaid obligations of the receiving party shall survive the - termination of this Agreement. - -8. LIMITED WARRANTY - - Each party hereto warrants that it has the right to disclose the - Proprietary/Confidential Information which it discloses to the other - parties and that the Proprietary/Confidential Information disclosed is to - the best of its knowledge, correct. Nothing contained in this agreement - shall be construed to obligate any party to disclose any information to the - other parties. - -9. REMEDY FOR BREACH - - It is understood and agreed between the parties that any breach of the - obligations of confidentiality contained in this Agreement may cause the - disclosing party irreparable loss. Accordingly, and in addition to any - other remedies a party may have in law or equity, the disclosing party - shall be entitled to obtain injunctive relief against the receiving party - to prevent any further or continuing breach of the receiving party's - obligations or additional damage to the disclosing party in the event such - loss is in fact incurred by the disclosing party as a result of the breach - or is imminent. - -10. SEVERABILITY - - If, for any reason, a court of competent jurisdiction finds any provision - of this Agreement, or any portion thereof, to be unenforceable, such - decision shall not affect the validity of the remaining portion, which - remaining portion shall continue in full force and effect as if this - Agreement had been executed with the invalid portion thereof eliminated - therefrom. - - In the event that a portion of this Agreement shall be declared to be - invalid, then the parties agree, that they shall, in good faith, negotiate - with one another to replace such invalid provision with a valid provision - as similar as possible to that which had been said to be invalid. - -11. TERMINATION - - This Agreement shall govern all matters referred to herein until terminated - by either party upon thirty days written notice to the other or in - accordance with this Agreement. Upon termination, all information and - materials shall be returned to the respective parties. Notwithstanding the - termination, each party shall continue to fulfill its obligations hereunder - for a period of five (5) years thereafter. - -12. MISCELLANEOUS - - Any notice or communication to be given under this Agreement shall be given - if delivered in writing to the intended recipient at the address and marked - for the attention of the person set out in this Agreement or as may be - notified from time to time by the party concerned. - - This Agreement shall be fully binding upon inure to the benefit of and be - enforceable by the parties herein, their legal representatives and other - respective successors and assigns. Each party shall not make any assignment - of the Agreement or any interest therein without the prior written consent - of the other party. - - The failure of any party to insist upon or enforce strict performance of - any of the provisions of this Agreement or to exercise any rights or - remedies under the Agreement shall not be construed as a waiver or - relinquishment to any extent of such party's rights to assert or rely upon - any such provisions, rights or remedies in that or any other instance; - rather the same shall remain in full force and affect. - - The terms of this Agreement are confidential and shall not be disclosed to - third parties without the written consent of all parties, accept to the - extent required by a court or regulatory agency of competent jurisdiction. - -13. GOVERNING LAW - - This Agreement shall be governed by, construed and enforced in accordance - with California Law. - - IN WITNESS WHEREOF, the parties have hereunto set their hands the day and -year first written above. - - -CREATIVE LABS, INC PACIFIC MAGTRON, INC. - -Signature: /s/ Joseph R. Bowsky Signature: /s/ Ted Li - -------------------------- -------------------------- - -Name: Joseph R. Bowsky Name: Ted Li - ------------------------------- ------------------------------- - -Designation: National Sales Manager Designation: President - ------------------------ ------------------------ - OEM Division \ No newline at end of file diff --git a/contract-nli/raw/1077150_0001077048-99-000003_document_23.txt b/contract-nli/raw/1077150_0001077048-99-000003_document_23.txt deleted file mode 100644 index f827509eef1fda645ef090508316e07a32083b5c..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1077150_0001077048-99-000003_document_23.txt +++ /dev/null @@ -1,82 +0,0 @@ -NON-DISCLOSURE AGREEMENT - - The parties to this Agreement are Anonymous Data Corporation -(hereinafter ADC) and BATTELLE MEMORIAL INSTITUTE, PACIFIC NORTHWEST -DIVISION (hereinafter BATTELLE). Both parties have concluded that the -following understanding will establish the conditions under which the -Proprietary Information can be disclosed or exchanged. - - For and in consideration of the mutual understandings by ADC and -BATTELLE, it is hereby agreed: - -1. "Proprietary Information" is confidential and proprietary information - relating to: 1) Protection of employee medical records relative to drug - testing results, 2) Protection of medical records relative to infectious - disease testing, 3) Protection of genetic testing records, and 4) Biometric - identification of patients and results in the fields of pharmacy, blood - banking, radiology and laboratory specimens; and related projects. - -2. All disclosures of "Proprietary Information" will be in writing and - marked "PROPRIETARY' or equivalent words by ADC at the time such writings - are first furnished to BATTELLE. - -3. BATTELLE and its representative(s) shall maintain the identified - Proprietary Information in confidence for a period of three (3) years from - the effective date of this Agreement. During this period, BATTELLE shall - not divulge such information to any third party or use such information for - any purpose other than review and evaluation without the prior written - consent of ADC. BATTELLE shall treat such information with the same degree - of care as it accords to its own proprietary information. - -4. It is understood by the parties that this obligation of - confidentiality shall not apply to information which: - - 1. is published or becomes published or otherwise becomes generally - available to the public through no breach of this Agreement by BATTELLE; or - - 2. BATTELLE can show was properly in its possession prior to receipt of - the disclosure from ADC; or - - 3. is independently developed by BATTELLE staff not having access to ADC - Proprietary Information as demonstrated by competent documentary evidence; - or - - 4. becomes available to BATTELLE from an independent source without - breach of agreement or violation of law; or - - - - 5. is required to be disclosed pursuant to proper governmental or - judicial process, provided that notice of such process is promptly provided - to ADC in order that ADC may have every reasonable opportunity to intervene - in such process to contest such disclosure - -5. Proprietary Information disclosed hereunder shall remain the property - of ADC. No license under any patent, copyright, trademark or trade secret - is granted or implied. - -6. This Agreement shall be governed by and construed in accordance with - the laws of the State of Washington and any action brought to enforce any - provision or obligation hereunder shall be brought in a court of competent - jurisdiction in the State of Washington. The prevailing party in any such - proceeding shall be entitled to receive from the other party all reasonable - attorneys' fees incurred by such prevailing party and all costs reasonably - incurred in connection therewith. - -The term of this Agreement shall be one (1) year, or as extended by written -modification. Article 3 shall survive termination. The effective date of -this Agreement shall be determined by the date affixed hereto by the party -last signing this Agreement. - - - -BATTELLE MEMORIAL INSTITUTE ANONYMOUS DATE CORPORATION -PACIFIC NORTHWEST DIVISION - -BY:/s/ Laurie Berube BY:/s/James Beecham - -PRINTED NAME Laurie P. Berube PRINTED NAME James E. Beecham - -TITLE Contracting Officer TITLE President / CEO - -DATE______May 8, 1998________________ DATE_______May 4, 1998_____________ \ No newline at end of file diff --git a/contract-nli/raw/1077150_0001077048-99-000003_document_25.txt b/contract-nli/raw/1077150_0001077048-99-000003_document_25.txt deleted file mode 100644 index 9c575021830534ed2d2bc2f5c0c91b84e49da0a2..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1077150_0001077048-99-000003_document_25.txt +++ /dev/null @@ -1,197 +0,0 @@ -NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT - - - This AGREEMENT is entered into effective this18th day of June 1998, -Between Anonymous Data Corporation, (hereinafter "ADC"), having its -principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas, Nevada -89103, and Polaroid Corporation, having principal office at Technology -Square, Cambridge, MA 02139. - - WHEREAS, the above parties contemplate discussions concerning ADC's -involvement in the business of using biometrics in the medical field, both -domestically and internationally. The discussions in particular shall be -for the following purpose(s): 1) Protection of employee medical records -relative to drug testing results, 2) Protection of medical records relative -to infectious disease testing, 3). Protection of genetic testing records, -and 4). Biometric identification of patients and results in the fields of -pharmacy, blood banking, radiology and laboratory specimens; and related -projects. And - - WHEREAS, in order to facilitate such discussions, certain confidential -and proprietary information, including without limitation technical, -patented, financial, or business information and trade secrets, may be -disclosed between the parties. - - NOW THEREFORE, for good and valuable consideration and intending to be -legally bound, the parties agree as to the following: - - 1. The term "Information", as used in this Agreement, means all -specifications, drawings, sketches, models, samples, reports, plans, -forecasts, current or historical data, computer programs or documentation -and all other technical, financial or business data, as well as any trade -secrets or other information concerning the business, customers, methods, -operations and services of a party. - - 2. "Proprietary Information" is defined as information of the -disclosing party, not generally available to the public, which the -disclosing party desires to protect against unrestricted disclosure or -competitive use. - - 3. All information of the disclosing party disclosed to or otherwise -available to the other party as a result of the discussions hereunder or -subsequent work with each other shall be protected hereunder as Proprietary -Information of the disclosing party unless: - - a. if in writing or other tangible form, it is conspicuously - labeled by the disclosing party as not Proprietary - Information; and - - b. if oral, it is identified by the disclosing party as not - proprietary Information. - - - - Either party shall have the right to change any information -incorrectly designated as not Proprietary by written notification as soon -as practical after such error is determined. The party receiving said -notification shall, from that time forward, treat such information as -Proprietary Information. - - 4. All disclosures of Proprietary Information between the parties -pursuant to this Agreement shall be made by or under the supervision of a -Designated Coordinator for each party (identified in Paragraph 12 below). -Such Designated Coordinators shall first agree what Information submitted -by the disclosing party is not Proprietary Information before the receiving -party accepts the Information as not Proprietary Information. - - 5. Except as otherwise specified and subject to the provisions of -Paragraph 6 below with respect to any Proprietary Information provided -hereunder, the receiving party shall use the highest degree of care and -discretion to limit disclosure of such Proprietary Information including -taking steps: - - a. to restrict disclosure of Proprietary Information solely to - its employees with a need to know and not disclose such - Proprietary Information to any other parties; - - b. to advise all employees and Authorized Advisors of receiving - party with access to the Proprietary Information of the - obligation for protecting the Proprietary Information as - provided hereunder; and - - c. to use the Proprietary Information provided hereunder only - for purposes directly related to the Purposes described - first above herein and for no other purposes. - - The "Authorized Advisor" is such other person(s), who is an -advisor to receiving party necessary for the Purposes described first -above, who disclosing party in writing has authorized to receive -Proprietary Information of disclosing party, and who agrees in writing to -the satisfaction of disclosing party to be bound by the terms hereof. -Proprietary Information may not be reproduced or copied, in part or in -whole, without the prior written consent of the disclosing party. - - 6. All Proprietary Information (including any reproductions and -copies thereof) shall remain the property of the disclosing party and shall -be returned by the receiving party to the disclosing party upon request. -No disclosure of any Proprietary Information hereunder shall be construed a -public disclosure of such Proprietary Information by either party for any -purpose whatever. The obligations imposed upon either party herein shall -not apply to Information whether or not designated as Proprietary -Information which is disclosed pursuant to a valid order of a court or -other governmental - - - -body or any political subdivision thereof; provided, however, that the -recipient of the order shall first have given notice to the disclosing -party and made a reasonable effort to obtain a protective order requiring -that the Information and/or documents so disclosed to be used only for the -purposes for which the order was issued. - - 7. ADC and Polaroid agree to make full disclosure of any business -dealings or arrangements with third parties, persons, or entities -introduced by the other party in connection with such Confidential -Information and/or projects. The spirit of mutual trust and confidence and -equitable treatment, shall be the underlying principle of this undertaking, -and ADC and Polaroid agree to adhere thereto. - - 8. Nothing contained in this Agreement shall be construed as -granting or conferring any rights by license or otherwise in any -Proprietary Information disclosed to the receiving party. If the parties -hereto decide to enter into any arrangement regarding any Proprietary -Information develops herefrom it shall only be done on the basis of a -separate written agreement between them. - - 9. ADC and Polaroid hereby agree not to circumvent, or to attempt to -circumvent, this Agreement in an effort to deprive the other party to this -agreement of fees, commissions or other remuneration, in connection with -the use of Confidential Information and/or in pursuit of the above listed -purposes and projects, and both parties shall indemnify the other against -any circumvention or attempt to circumvent by the offending party. - - 10. The furnishing of Proprietary Information hereunder shall not -obligate either party to enter into any further agreement or negotiation -with the other or to refrain from entering into an agreement or negotiation -with any other party. - - 11. In the event either party discloses, disseminates or releases any -Proprietary Information received from the other party or threatens to do -so, except as authorized hereunder, such disclosure, dissemination or -release will be deemed a material breach of this Agreement and the -disclosing party may demand prompt return of all Proprietary Information -previously provided to such party and obtain a preliminary and permanent -injunction enjoining any such disclosure, dissemination or release. The -provisions of this paragraph are in addition to any other legal right or -remedies the party whose Proprietary Information has been disclosed, -disseminated or released may have under federal or state law including -without limitation, any claims for disclosing party's direct and -consequential damages. The prevailing party in any dispute hereunder shall -be entitled to its costs and expenses in connection with enforcement and -any claim for damages for any violation of this Agreement, including its -reasonable attorneys' fees and court costs. - - - - - 12. The Designated Coordinator for: Polaroid Corporation - Name: _______________________________ - Address: _____________________________ - City, State: ___________________________ - Telephone: ___________________________ - - FOR Anonymous Data Corporation: - James E. Beecham, MD, President - Anonymous Data Corporation - 4340 S. Valley View Drive, Suite 210 - Las Vegas, NV 89103 - Telephone: (702) 221-0756 - Fax: (702) 227-8413 - Each party may change its Designated Coordinator at any time -during the term of this Agreement by notifying the Designated Coordinator -for the other party in writing. All notices hereunder shall be in writing -and mailed, faxed, or delivered to the Designated Coordinator at the place -or fax number listed above. - - 13. This agreement shall be effective, covering all present and -future negotiations by and between ADC and Polaroid concerning the use by -ADC and Polaroid of such Confidential Information and/or projects from the -date of this Agreement and shall continue for three (3) years. If ADC and -Polaroid enter into any collateral agreements during this three year -period, the provisions of this Non-disclosure and Non-circumvent agreement -shall remain effective and in force until the expiration of any such -subsequent or collateral agreements. - - 14. This Agreement constitutes the entire agreement between the -parties and supersedes any prior or contemporaneous oral or written -agreements and representations with regard to the subject matter thereof. -This Agreement may not be modified except by writing signed by both -parties. If any provision of this Agreement shall be invalid or -unenforceable, the remainder of this Agreement shall remain in full force -and effect. - - 15. This Agreement shall be governed by the laws of the Nevada. - - IN WITNESS WHEREOF, authorized officers of the parties have executed -this Agreement the date stated below, to be effective the date and year -first above written. \ No newline at end of file diff --git a/contract-nli/raw/1082797_0000950131-01-501837_dex99d2.txt b/contract-nli/raw/1082797_0000950131-01-501837_dex99d2.txt deleted file mode 100644 index 5544c20893a646aa868eb4b8edb3fc274bfbbffa..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1082797_0000950131-01-501837_dex99d2.txt +++ /dev/null @@ -1,155 +0,0 @@ - - - Exhibit 99(D)(2) - - - NON-DISCLOSURE AGREEMENT - - - This Agreement, made and entered into as of the 30th day of March, 2001, by -and between MyPoints.com, Inc., a corporation organized under the laws of the -State of Delaware, having a place of business at 100 California St., 12th Floor, -San Francisco, CA 94111 ("MyPoints.com"), and United NewVentures, a division of -United Airlines, Inc. with its principal place of business at 1200 E. Algonquin -Rd, Elk Grove Village, IL 60007 ("Receiving Party"). - - WHEREAS, MyPoints.com is engaged in the business of marketing and selling -online business programs and services, and owns and operates the MyPoints(R) -Program, BonusMail(R) Program and other internet related programs; - - WHEREAS, Receiving Party, in conjunction with OurHouse, Inc., has indicated -an interest in potentially acquiring MyPoints.com and in this regard has -requested certain financial, business, technical and other information about -MyPoints.com which information is proprietary to, and held as the confidential -information of, MyPoints.com (hereinafter referred to as the "Confidential -Information"); - - WHEREAS, MyPoints.com has agreed to provide the Confidential Information to -Receiving Party, and Receiving Party agrees to accept such Confidential -Information only in strict accordance with the provisions of this Agreement. - - NOW, THEREFORE, in consideration of the mutual agreements contained herein, -and other good and valuable consideration, the receipt and sufficiency of which -is hereby mutually acknowledged, the parties agree as follows: - -1. This Agreement shall bind Receiving Party and those taking under it with - regard to all Confidential Information disclosed to, or obtained by, - Receiving Party hereunder. For the purposes of this Agreement Confidential - Information shall include all information disclosed, directly or indirectly, - through any means of communication or observation, by MyPoints.com to or for - the benefit of Receiving Party, that relates to or is derived from - MyPoints.com's technical, business, strategic, marketing or creative affairs, - or to any other matter that the Receiving Party is advised or has reason to - know is the confidential or proprietary information of MyPoints.com. Any - material provided by MyPoints.com to Receiving Party which is clearly - designated "Confidential" (or other similar legend) will be presumed to be - Confidential Information. The absence of any such legend, however, will not - preclude the same from being deemed Confidential Information. - -2. Receiving Party agrees that receipt of Confidential Information, pursuant to - this Agreement, is exclusively for the purpose of evaluating a potential - acquisition of - - - MyPoints.com and Receiving Party shall not use the Confidential Information - for any other purpose. - -3. Confidential Information disclosed to Receiving Party hereunder shall: - - a. not be copied or distributed, disclosed, or disseminated in any way or - form by the Receiving Party to any third party without the written - permission of MyPoints.com first obtained; - b. be treated by the Receiving Party with the same degree of care to avoid - disclosure to any third party as is used with respect to the Receiving - Party's own proprietary and confidential information of like importance; - c. remain the property of the MyPoints.com, and shall be returned by the - Receiving Party to MyPoints.com (along with all copies thereof) promptly - upon its receipt of a request from MyPoints.com to do so; - d. not be used by Receiving Party for any purpose other than as specified - herein or otherwise approved by MyPoints.com in writing. - -4. The obligations set forth in Paragraph 3 above shall not apply to any -information which: - - a. is already in the public domain at the time of disclosure to the - Receiving Party or becomes available to the public through no breach of - this Agreement by the Receiving Party; - b. was lawfully in the Receiving Party's possession prior to receipt from - the MyPoints.com; - c. is disclosed to Receiving Party by a third party with the right to do - so. - - For the purposes of this Paragraph 4, information shall not be deemed to be - in the public domain merely because any part of said information is embodied - in general disclosures or because individual features, components or - combinations thereof are now, or become, known to the public, provided, - however, that the obligations of Paragraph 3 hereof shall not apply to any - such part of said information. - -5. Unless otherwise mutually agreed in writing, the Receiving Party's - obligations with respect to each item of Confidential Information shall - terminate five (5) years from the date of the receipt thereof by the - Receiving Party. - -6. Nothing contained herein shall obligate MyPoints.com to disclose any - particular information to Receiving Party nor require Receiving Party to - accept such information. - -7. This Agreement shall be effective as of the date first set forth above - -8. Receiving Party warrants and represents that it possesses all necessary - power, right and authority to lawfully execute and perform the obligations - set forth herein. - - 2 - - -9. This Agreement represents the entire understanding and agreement of the - parties and supersedes all prior communications, agreements and - understandings relating to the subject matter hereof. The provisions of this - Agreement may not be modified, amended nor waived, except by a written - instrument duly executed by both parties. This Agreement may not be assigned - by Receiving Party without the prior written consent of the MyPoints.com. - This Agreement is made subject to, and shall be construed under, the laws of - the State of Illinois. - -10.Receiving Party agrees to keep the existence and nature of this Agreement - confidential. - -11.In the event that Receiving Party becomes legally compelled to disclose any - of the Confidential Information, Receiving Party shall provide MyPoints.com - with prompt notice so that it may seek a protective order or other - appropriate remedy and/or waive compliance with the provisions of this - Agreement. In the event MyPoints.com is unable to obtain such protective - order or other appropriate remedy, only that portion of the Confidential - Information which has been deemed by a written opinion of counsel to be - legally required to be furnished, shall be disclosed, and Receiving Party - will cooperate with the MyPoints.com to obtain a protective order or other - reliable assurance that confidential treatment will be accorded the - Confidential Information so disclosed. - -12.It is understood and agree that monetary damages will not be a sufficient - remedy for any breach of this Agreement by the Receiving Party, and that - MyPoints.com shall be entitled to specific performance and/or injunctive - relief as a remedy for any such breach of this Agreement, but said remedies - shall be in addition to all other remedies available at law or in equity. It - is further agreed that this Agreement is made for the benefit of - MyPoints.com, and that no failure or delay by MyPoints.com to enforce its - rights hereunder shall operate as a waiver of any right, power or privilege - under this Agreement, nor shall any single or partial exercise thereof - preclude any other or further exercise thereof. - -IN WITNESS WHEREOF, an authorized representative of each respective party has -executed this Agreement on the dates following their respective signatures. - -MyPoints.com, Inc. ("MyPoints.com") United NewVentures ("Receiving Party") - -By: /s/ Craig S. Stevens By: Rick Poulton - ----------------------------- ----------------------------------- -Title: Sr. Vice President Title: Chief Financial Officer - and General Counsel -------------------------------- - ------------------------- -Date: 4\4\01 Date: 4\4\01 - --------------------------- -------------------------------- - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1084000_0001144204-06-046785_v056501_ex10-16.txt b/contract-nli/raw/1084000_0001144204-06-046785_v056501_ex10-16.txt deleted file mode 100644 index 723095606d4ecce322a2f2f7c53a14483bec0b2f..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1084000_0001144204-06-046785_v056501_ex10-16.txt +++ /dev/null @@ -1,164 +0,0 @@ -Exhibit 10.16 - - JOINT RESEARCH AGREEMENT ASSIGNMENT - AND NON-DISCLOSURE AGREEMENT - - JOINT RESEARCH AGREEMENT - - This Joint Research Agreement ("JRA") is effective as of May 25, 2005 by -and between Nanolution, LLC ("Nanolution") and NaturalNano Inc. ("NaturalNano") -(also referred to herein as "the Parties"). - - The parties have agreed to conduct and support joint research in the field -of drug delivery utilizing naturally occurring halloysite nanotechnologies ("the -Project"). This JRA covers the exchange of ideas and information as well as the -performance of experimental, developmental, and/or research work ("the Work") -performed under the Project, and the ownership of confidential or proprietary -information, including any intellectual property. - - The term of the Project shall be from May 25, 2005 and shall continue at -least until the desired drug delivery technology has been proven commercially -viable, or until mutually terminated by both parties. - - The Work performed as a result of the Project shall be subject to this JRA -regardless of where the Work is performed or by whom. In addition, all -intellectual property, including but not limited to inventions, conceptions, -ideas, know-how, discoveries, processes, machines, manufactures, compositions of -matter, formulations, processes, biological material, biological methods, or any -improvements thereof, whether or not patentable or suitable for other form of -exclusive right or legal protection, conceived, made or derived during the -course of Work within the Project under this JRA shall be owned by and assigned -to the Parties as follows: - -o All medical uses and inventions that arise out of this JRA shall be owned - by Nanolution. - -o All purification processes for raw halloysite and all non-medical - applications that arise out of this JRA shall be owned by NaturalNano. - -For: NANOLUTION, LLC For: NATURALNANO INC. -By: /s/ John Lanzafame By: /s/ Michael Riedlinger - ----------------------------- ----------------------- -Name: John Lanzafame Name: Michael Riedlinger -Title: President Title: President - - - - - -2- - - NON-DISCLOSURE AGREEMENT - - The Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION, -as defined herein, which might relate to the inventions, conceptions, ideas, -know-how, discoveries, processes, machines, manufactures, compositions of -matter, formulations, processes, biological material, biological methods, or any -improvements thereof, whether or not patentable or suitable for other form of -exclusive right or legal protection, conceived, made or derived during the -course of Work within the Project under this JRA; and - - The Parties are willing to disclose to each other such necessary -CONFIDENTIAL INFORMATION provided each Party preserves the confidential nature -of the other Party's INFORMATION and uses it solely for purposes of this -Agreement. - - The Parties agree as follows: - - 1. "CONFIDENTIAL INFORMATION" as used in this Agreement means all -technical or business information disclosed by one of the Parties to another -pursuant to the JRA that is identified at the time of disclosure or within -thirty (30) days thereafter as being confidential and proprietary. No -information will be regarded as CONFIDENTIAL INFORMATION if the Party to which -it is disclosed can show by competent proof that such information - - (a) was at the time of disclosure, or subsequently became, through -no fault of the receiving Party, known to the general public through publication -or otherwise; or - - (b) was, subsequent to disclosure to a Party, lawfully and -independently received by that Party from a third party who had the right to -disclose it without restriction. - - Specific aspects or details of CONFIDENTIAL INFORMATION shall not be -deemed to be within the public domain or in the possession of a Party merely -because the CONFIDENTIAL INFORMATION is embraced by general disclosures in the -public domain or in the possession of a Party. In addition, any combination of -CONFIDENTIAL INFORMATION shall not be considered in the public domain or in the -possession of a Party merely because individual elements thereof are in the -public domain or in the possession of that Party unless the combination and its -principles are in the public domain or in the possession of that Party. - - 2. Any Party, at its discretion, may disclose to another Party any -CONFIDENTIAL INFORMATION that the disclosing Party, in its reasonable judgment, -believes is sufficient to enable the receiving Party to arrive at conceptions, -ideas, innovations, discoveries, inventions, compositions, biological material, -biological methods, whether or not patentable or susceptible to any other form -of legal protection, during performance Under the IRA. Any Party may also cause -such disclosures to be made to the other Party on behalf of the disclosing Party -by third parties who are Under obligations of confidentiality to the disclosing -Party; such disclosures from third parties shall be deemed to be disclosures by -the disclosing Party. - - 3. In consideration of each and every disclosure of CONFIDENTIAL -INFORMATION, the Parties agree to: - - (a) treat as confidential and to preserve the confidentiality of all -CONFIDENTIAL INFORMATION; - - (b) use any and all CONFIDENTIAL INFORMATION solely in connection -with the performance of the IRA and for no other purpose; - - - - - -3- - - (c) make no disclosures of any CONFIDENTIAL INFORMATION to any party -other than officers and employees of a Party to this IRA; - - (d) limit access to CONFIDENTIAL INFORMATION to those officers and -employees having a reasonable need for such INFORMATION and being boUnd by a -written obligation to maintain the confidentiality of such INFORMATION; and - - (e) maintain in confidence any information regarding the nature or -scope of any transaction between the Parties, except to the extent such -information must be disclosed pursuant to law, and then only after notifying the -other Party of such requirement. - - Any obligation imposed by this paragraph 3 may be waived in writing by a -Party as to particular CONFIDENTIAL INFORMATION and to a particular use or -disclosure. Any such waiver will have a one-time effect and will not apply to -any subsequent situation regardless of its similarity. - - 4. All CONFIDENTIAL INFORMATION will remain the property of the disclosing -Party and, upon request of the disclosing Party, the receiving Party shall -promptly return to the disclosing Party all CONFIDENTIAL INFORMATION, or any -part or reproduction thereof. - - 5. The obligations of each and every Party, and each employee and officer -of each Party Under this Agreement will expire five (5) years from the -termination of the JRA. - - 6. This Agreement is subject to the laws (excluding conflicts rules) of -the State of New York. - - 7. The terms and provisions of this Agreement will inure to the benefit of -the Parties, their respective successors and assigns and will be binding on said -successors and assigns. This paragraph notwithstanding, neither Party may -disclose any CONFIDENTIAL INFORMATION to any successor or assign absent prior -written consent of the disclosing Party. - - 8. The Parties understand and agree that no right or license under any -patent, patent application, or know-how is granted to any other Party or any -other person by this Agreement or by any disclosure of any CONFIDENTIAL -INFORMATION. - -IN WITNESS WHEREOF, the parties have executed this Agreement on the date first -written above. - - -For: NANOLUTION, LLC For: NATURALNANO INC. -By: /s/ John Lanzafame By: /s/ Michael Riedlinger - ----------------------------- ----------------------- - Name: John Lanzafame Name: Michael Riedlinger - Title: President Title: President \ No newline at end of file diff --git a/contract-nli/raw/1084817_0001193125-14-004957_d648340dex99e2.htm b/contract-nli/raw/1084817_0001193125-14-004957_d648340dex99e2.htm deleted file mode 100644 index 56f8dafefc9c367ec467339235560ff7a52a0dd0..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1084817_0001193125-14-004957_d648340dex99e2.htm +++ /dev/null @@ -1,159 +0,0 @@ - -EX-99.(e)(2) - - - -

Exhibit (e)(2)

-

ORACLE

CONFIDENTIAL DISCLOSURE AGREEMENT FOR -STRATEGIC MATTERS

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-

This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective date listed -below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”).

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Oracle and the Company are entering into discussions concerning a possible strategic transaction involving the Company and/or its shareholders (the -“Transaction”). In connection with these discussions, the parties expect to make available to one another certain non-public, confidential and/or proprietary information, which may include information concerning their respective business -prospects and plans, financial condition, technology, operations, assets and liabilities (collectively, the “Evaluation Material”). As a condition to each party furnishing the Evaluation Material to the other party and the directors, -officers, employees, agents or advisors of such party or its subsidiaries or other affiliates (collectively, “Representatives”), each party agrees that the Evaluation Material furnished to it hereunder shall be treated in accordance with -the terms of this Agreement.

1. Evaluation Material. “Evaluation Material” also includes notes, studies analyses, compilations, -plans, interpretations or other documents prepared by the receiving party or its Representatives to the extent that they contain or are based upon the Evaluation Material furnished to such party hereunder. The term “Evaluation Material” -does not include information that (a) is or becomes a matter of public knowledge or is generally available to the public not through a breach of this Agreement; (b) is or becomes available to the receiving party from a source other than -the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a duty of confidentiality with respect to such information; (c) is disclosed by the disclosing party to a third -party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the Evaluation Material.

2. -Non-Disclosure; Use. Each party agrees that, without the prior written consent of the other party, -

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-neither it nor its Representatives will disclose to any other person (other than to such party’s Representatives who agree, or are otherwise bound, not to disclose the following except as -contemplated by this Agreement) any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction. Except as -otherwise provided in this Agreement, the Evaluation Material shall only be used by a party and its Representatives to evaluate, negotiate, facilitate or pursue a Transaction.

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3. Personally Identifiable Information. To the extent that its Evaluation Material includes human resources data and/or other information that -serves to identify one or more individuals (“PII”), the disclosing party agrees to provide only such information as is required for evaluating or planning for a possible Transaction and to provide any notices and obtain any consents -necessary for the receiving party to store and access such PII globally and to use PII in connection with the Transaction. The receiving party agrees to notify the disclosing party of any request received by the receiving party for access, -correction, amendment or redaction of any PII. The disclosing party shall be responsible for compliance with all such requests. The receiving party also agrees to notify the disclosing party of any actual or suspected improper acquisition of PII of -which the receiving party becomes aware.

4. Residuals. Nothing in this Agreement shall be construed to limit the ability of either party or -any of its Representatives to use “residuals” relating to the Evaluation Material of the other party. The term “residuals” shall mean information of any kind included in or relating to the Evaluation Material which is retained in -the memories of Representatives of either party who have had access to the Evaluation Material, including ideas, know-how, or techniques contained therein, but not as a result of any deliberate effort to memorize the information. Without limitation -of the foregoing, neither party shall have any obligation to limit or restrict the assignment of its employees or to pay royalties to the other party in connection with any use of residuals. -

 
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5. Independent Development. Nothing in this Agreement shall be construed to limit or preclude -either party from developing, using, marketing, licensing, and/or selling any independently developed software, hardware, technology or other materials similar or related to the Evaluation Material.

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6. Required Disclosure. Notwithstanding anything to the contrary contained in this Agreement, in the event that a party or its Representatives -receives a request or is required (by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil demand or other process) to disclose any of the other party’s Evaluation Material or any of the other information -referred to in section 2 hereof (irrespective of the reason for any such request or requirement), the party requested or required to make such disclosure shall, to the extent reasonable and practicable, provide the other party with prior written -notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such order, remedy or waiver is not obtained, -the party requested or required to make the disclosure may disclose only that portion of the Evaluation Material or other information that such party, in the opinion of counsel, is required to disclose.

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7. Return of Materials; Termination. Promptly upon written request from the other party, each party shall return or destroy (at the receiving -party’s option) all copies of the Evaluation Material (including all documents based thereon) in its or its Representatives’ possession, provided, that the receiving party shall only be required to use commercially reasonable efforts to -return or destroy any Evaluation Material created pursuant to its or its Representatives’ standard electronic backup and archival procedures. Notwithstanding the foregoing, the receiving party and each of its Representatives may each retain one -copy of the Evaluation Material to show compliance with this Agreement or to comply with applicable law, rule or regulation (or, in the case of a party’s advisors, professional standards). Notwithstanding the return or destruction of the -Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality. This Agreement and all rights and obligations hereunder shall terminate on the second anniversary of the Effective Date; -provided, however, that sections 4, 5 and 7 through 12 shall survive any termination of this Agreement. -

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8. Definitive Agreements. Unless and until a final definitive agreement regarding the Transaction -has been executed by the parties, no agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any obligation whatsoever with respect to the Transaction by virtue of this Agreement or any -oral expression except for the matters specifically agreed to herein. The term “definitive agreement” does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to -provide or not provide Evaluation Material under this Agreement, to reject any and all proposals and to terminate discussions and negotiations at any time.

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9. Entire Agreement. This Agreement sets forth the entire agreement with respect to the Evaluation Material disclosed hereunder and -supersedes all prior or contemporaneous agreements concerning such Evaluation Material, whether written or oral. All additions or modifications to this Agreement must be made in writing and must be signed by both parties.

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10. Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of -this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement may be executed in two or more -counterparts.

11. Governing Law; Jurisdiction. All matters arising out of, or relating to this Agreement shall be governed by the -procedural and substantive laws of the State of Delaware without regard to any conflicts of law principles. The parties irrevocably and unconditionally agree (a) that any action or proceeding relating to this Agreement shall be instituted -exclusively in any state or federal court in Delaware, (b) to submit to the exclusive jurisdiction of such courts, and (c) that venue is proper in such courts in any such action or proceeding.

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12. Waiver. No failure or delay by either party or any of its Representatives in exercising any right, power or privilege under this Agreement -will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. -

 
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ORACLE CORPORATION
By: 

/s/ Douglas Kehring

Name: 

Douglas Kehring

Title: 

Authorized Signatory

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Effective Date: 12/5/2013
RESPONSYS, INC.
By: 

/s/ Julian Ong

Name: 

Julian Ong

Title: 

General Counsel

 

- - - - - - - - - - - - - - - - - -
Address: 1100 Grundy Lane, 3rd Floor
 San Bruno, CA 94066
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3

- - \ No newline at end of file diff --git a/contract-nli/raw/1085220_0001014909-04-000090_exh6_3.txt b/contract-nli/raw/1085220_0001014909-04-000090_exh6_3.txt deleted file mode 100644 index 008fcc1ac9e22a91dbddb4883b07a58c0895c922..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1085220_0001014909-04-000090_exh6_3.txt +++ /dev/null @@ -1,159 +0,0 @@ -Exhibit 6.3 - ----------- - - MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT - - This Mutual Confidentiality and Non-Disclosure Agreement (the "Agreement") -is entered in to as of 19th day of June, 2003 by and between ULTIMATTE -CORPORATION, a California corporation ("Ultimatte") and SBS INTERACTIVE, CO., a -Florida corporation, a successor by way of purchase of High Plateau Holdings, -Inc., an Ontario corporation, ("SBS"). - - RECITALS - -------- - - A. The parties hereto are also parties to that certain Amended And Restated -Design And Development Agreement of even date related to the development of the -"Keyer unit" (as defined therein). Pursuant to that agreement, the parties have -undertaken certain obligations to keep confidential information relating to the -Keyer Unit. - - B. The parties hereto anticipate and expect to discuss and exchange -information relating to future products, technology and other matters that may -be in their mutual benefit. - - C. The parties may, in conjunction with the aforesaid, disclose to each -other proprietary and/or confidential information including but not limited to -information relating to imaging techniques, algorithms, processes, products, -business plans, practices and strategies, discoveries, ideas, concepts, -inventions, know-how, techniques, designs, specifications, blueprints, diagrams, -models, prototype, flow charts, data, computer programs, and other technical, -financial or commercial information whether in written, oral or other tangible -or intangible forms (collectively, the "other Confidential Information"). - - D. The parties intend by this Agreement to set forth their agreement to -safeguard the other party's other confidential information and not to disclose -or use it for any purpose not permitted by the other party. - - TERMS AND CONDITIONS - -------------------- - - NOW THEREFORE, for good and valuable consideration the receipt of which is -hereby acknowledged and the covenants contained herein and intending to be -legally bound hereby, it is hereby agreed by the parties hereto as follows: - - 1. Duty to Keep Confidential. Each party receiving other confidential -information ("Receiving Party") belonging to or received from the other party -(the "Disclosing Party") shall safeguard the Disclosing Party's Other -Confidential Information and shall not disclose it (or any concepts, inventions -or other information derived there from) to third parties (unless required by -any judicial or governmental request, requirement or order) or to use it (or any - - - - - - - -concepts, inventions or other information derived there from) for any purposes -other than evaluation without the express prior written consent of the -Disclosing Party set forth in a separate written consent. - - 2. Identification. The disclosing Party shall identify the written Other -Confidential Information or any other Confidential Information disclosed in -tangible media by marketing it "Confidential" or "Proprietary" or "Secret" or -words of similar import. Other Confidential Information disclosed orally shall -be thereafter summarized by the Disclosing party and the summary provided to the -Receiving Party clearly identifying that such information is other party that -was not known by such party or commonly known in the public domain shall be -presumed to be other confidential for purposes of this Agreement. - - 3. Restriction on Access. The Receiving Party shall to use all reasonable -care, but in no event less than the same degree of care that it uses to protect -its own confidential information of similar importance, to prevent the -unauthorized use, disclosure, publication or dissemination of the other Party's -Other Confidential Information (and any concepts, inventions or other -information derived there from). Each party shall restrict access to the other -party's other confidential information (and any concepts, invention or other -information derived there from) to only those of its employees, representatives -or advisors to whom such access is reasonably necessary or appropriate for -carrying out the permitted use of such other confidential information. Each -party shall to obtain Non-Disclosure Agreements containing appropriate -restrictions on the persons signing the same prior to disclosing other -confidential information (or any concepts, inventions or other information -derived there from) to such persons. - - 4. Return of Other Confidential Information. Other Confidential Information -(and all concepts, inventions and other information derived there from) shall be -deemed, as between the parties hereto, to be the property of the Disclosing -party and the Receiving Party will, upon receipt of a written request from the -Disclosing Party, return to the Disclosing Party all such other Confidential -Information (and any concepts, inventions or other information derived there -from) that is maintained in tangible form and destroy all such information -maintained in electronic or other intangible media together with all copies or -extracts thereof. - - 5. No Warranty. Each of parties mutually acknowledge that the Disclosing -Party makes no representation or Warranty as to the reliability, accuracy or -completeness of Confidentiality Information and that any representation or -warranty that may be requested or given shall be set forth in a separate writing -signed by the party making that representation or warranty. - - 6. Injunctive Relief. The parties acknowledge that the breach of threatened -breach of this Agreement may result in irreparable injury to the Disclosing -Party and that, in addition to its other remedies, the Disclosing Party shall be -entitled to injunctive relief to restrain any threatened or continued breach of -this Agreement. The parties hereby waive any requirement for the posting of a - - - - 2 - - - -bond or other security in connection with the granting to the Disclosing Party -of such injunctive relief. - - 7. Miscellaneous. No failure or delay if either party in exercising its -rights herein shall be deemed to be a waiver of such rights unless expressly -made in writing by the party waiving its rights. This Agreement contains the -entire understanding between the parties with respect to the other Confidential -Information (and all concepts, inventions or other information derived there -from) and this Agreement may not be terminated, modified, amended or waived -orally but only through a writing signed by an authorized representative of the -party against whom it is sought to be enforced. There are no representations or -warrants except as expressly stated herein. This Agreement may be delivered by -facsimile and in any number of originality signed counterparts, each of which -shall constitute an original, but all of which, when taken together, shall be -considered one document. - - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be -executed and delivered as of the date first above written by persons duly -authorized. - -ULTIMATTE CORPORATION SBS INTERACTIVE, CO. - - -By: /s/ Lynne Sauve By: /s/ Todd Gotlieb - --------------------------- ------------------------------- -NAME: Lynne Sauve Todd Gotlieb -TITLE: President President - - - - - - - - - - - - - - - - - - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1089029_0000950123-07-007908_y31303a1exv10w13.htm b/contract-nli/raw/1089029_0000950123-07-007908_y31303a1exv10w13.htm deleted file mode 100644 index 7d635cbe7092494edee57ed12ff3d5a82c8c437f..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1089029_0000950123-07-007908_y31303a1exv10w13.htm +++ /dev/null @@ -1,199 +0,0 @@ - - -EX-10.13 - - - -
 

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Exhibit 10.13 -
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Non-Circumvention/Non-Disclosure Agreement -
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     This Non-Circumvention/Non-Disclosure Agreement is made as of this 1st day of January 2004, by -and between Flow Capital Advisors, Inc., having is principal place of business at 3727 Pine Lake -Drive, Weston, FL 33332 (hereinafter “Finder”), and JAG Media Holdings, Inc., having its principal -place of business at 6865 SW 18th Street, Suite B-13 Boca Raton, Florida 33433 (“hereinafter -“Jag”). -
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     1. Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain -parties, some of whom who have been identified to Jag and others who have yet to be identified by -Flow to Jag (the “Introduced Parties”), may be interested in entering into certain transactions -with Jag. -
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     2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, -its officers, directors, shareholders, employees and agents shall not have any contacts with the -Introduced Party other than through Flow, unless Flow grants permission in writing for such -contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or -indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either -financially or otherwise, from any information supplied to it in the context of any transaction -with an Introduced Party. -
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     3. This Agreement shall be governed by and construed and enforced in accordance local laws of -the State of Florida applicable to agreements made and to be performed within the State, without -regard to conflict of laws principles thereof. -
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     4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and -their respective principals, shareholders, heirs, officers, representatives, successors and -assigns. -
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     5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the -person against whom it is charged. No waiver of any provision herein shall constitute a waiver of -any other provision hereof, or of the provision at any other time. -
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     6. This is an agreement between separate legal entities and neither is the agent or employee -of the other for any purpose whatsoever. The parties do not intend to create a partnership or -joint venture between themselves. Neither party shall have the right to bind the other to any -agreement with a third party or to inure any obligation or liabilities on behalf of the other -party. -
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     7. This Agreement contains the whole agreement between the parties concerning the subject -matter hereof and there are no collateral or precedent representation, agreements or conditions not -specifically set forth herein. -
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     8. Any modification or amendment of any provisions of this Agreement must be in writing, -signed by the parties hereof and dated subsequent to the date hereof. -
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     9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or -unenforceable for any reason whatsoever; -
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 (i) the validity, legality and enforceability of -the remaining provisions of this Agreement (including, without -limitation, each portion of any Section of this Agreement containing -any such provisions held to be invalid, illegal or unenforceable) shall -not in any way be effected or impaired thereby; and
 
 (ii) to the fullest extent possible, the provisions -of this Agreement (including, without limitation, each portion of any -Section of this Agreement containing any such provision held to be -invalid, illegal or unenforceable) shall be construed so as to give -effect to the intent manifested by the provision held, invalid illegal -or unenforceable.
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     IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure -agreement on the day, month and year first written above. -
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- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
       
Flow Capital Advisor, Inc. JAG Media Holding, Inc.
 
      
By: -
 /s/ Albert Auer  By: /s/ Thomas J. Mazzarisi 
  -
   -    
  -
 Name: Albert Auer -   Name: Thomas J. Mazzarisi
  -
 Title: President -   Title: Chairman & CEO
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- - - -

2 -

- - - - \ No newline at end of file diff --git a/contract-nli/raw/1089717_0000898430-99-004004_document_2.txt b/contract-nli/raw/1089717_0000898430-99-004004_document_2.txt deleted file mode 100644 index bf0911ab7fe3873cc1c025990ed2e0110144a75b..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1089717_0000898430-99-004004_document_2.txt +++ /dev/null @@ -1,141 +0,0 @@ - - CONFIDENTIAL - - NON-DISCLOSURE AGREEMENT - ------------------------ - FOR INTERTRUST CONFIDENTIAL INFORMATION - --------------------------------------- - - - THIS AGREEMENT (this "Agreement") is made effective as of ______________ - --------- -between INTERTRUST TECHNOLOGIES CORPORATION ("InterTrust"), a Delaware - ---------- -corporation, having a place of business at 460 Oakmead Parkway, Sunnyvale, -California 90486, and ___________("Recipient"), an individual citizen of - --------- -__________________________, residing at -___________________________________________________________, and an employee of -National Westminster Bank Plc ("NatWest"), a United Kingdom corporation with - ------- -offices at 41 Lothbury, London, England. - - The parties agree as follows: - -1. Pursuant to a Technology Development, Marketing and License Agreement dated -August 18, 1998 between InterTrust and NatWest (the "License Agreement"), - ----------------- -InterTrust may disclose to NatWest certain confidential information including -technical information embodied in and/or associated with InterTrust's InterTrust -Technology including, without limitation, software products and/or other -developments related to distributed, secure rights and/or event management, -associated designs, inventions, plans, and other information (the "Confidential - ------------ -Information"), all of which such information shall conspicuously be marked with ------------ -a notice or legend with the phrase "Confidential", as provided in the License -Agreement. In consideration for such Confidential Information being provided to -Recipient, Recipient agrees to be bound by the terms of this Agreement. -Disclosure of InterTrust Confidential Information to Recipient, and use and -disclosure of Confidential Information received by Recipient, shall occur only -in accordance with the terms and conditions of this Agreement. - -2. For a period of three (3) years following the disclosure of any Confidential -Information (such period to extend in perpetuity with respect to InterTrust -Technology), Recipient will retain such Confidential Information in confidence, -and will discuss such Confidential Information only with other NatWest -employees, other individuals who are under the direct control of NatWest and -work full time on NatWest premises (an "Individual Consultant"), -- all of whom - --------------------- -shall have a need to know said Confidential Information and who have executed a -copy of this Agreement. Recipient shall not, without the prior written -permission of InterTrust's Chairman or such other InterTrust Officer as who has -been designated in writing by InterTrust's Chairman (a "Designated InterTrust - --------------------- -Officer"), disclose Confidential Information to any person other than as set -------- -forth immediately above. Furthermore, without express written authorization of a -NatWest officer who is empowered by NatWest to provide such an authorization, -the Recipient will not make copies, in whole or in part, of the Confidential -Information, including translating, in whole or in part, the Confidential -Information into another language and/or shipping the Confidential Information, -in whole or in part, or any direct product thereof, to any other country. The -undersigned will not use the Confidential Information in any manner that is not -authorized by NatWest and in accordance with the License Agreement and the -undersigned will use the Confidential Information solely in the exercise of -NatWest's rights as provided by the License Agreement. Under no circumstances -will any information subject to the export or import laws of any jurisdiction be -transferred pursuant to their agreement without proper prior certification and -notification of appropriate regulatory offices in applicable jurisdictions and -InterTrust. - -3. The undersigned will not use Confidential Information except in fulfillment -of the undersigned employee's and/or other individual's obligations with -NatWest, and for no other purposes whatsoever. The undersigned understands and -acknowledges that the unauthorized use of Confidential Information may cause -InterTrust very substantial damage, for which damages may be impossible to -measure or inadequate to compensate. Accordingly, Recipient agrees that if he or -she breaches or threatens breach of any of such sections, InterTrust will have -available, in addition to any other right or remedy available, the right to -obtain an injunction against him or her, from a court of competent jurisdiction -restraining such breach or threatened - - - CONFIDENTIAL - -breach and to specific performance of any such provision of this Agreement, and -Recipient hereby consents to the issuance of such injunction and to the ordering -of specific performance under such circumstances. - -4. The undersigned will return all physical embodiments of Confidential -Information in the undersigned's possession to InterTrust promptly upon request -by InterTrust, and in no event later than fifteen (15) days thereafter. - -5. Notwithstanding any thing else in this Agreement, the confidentiality -restrictions of this Agreement shall not apply to information that: (i) is or -becomes known to the public through no breach of any of the undersigned's -obligations under this Agreement, or NatWest's or any other NatWest employee's, -obligations of confidentiality to NatWest and/or to InterTrust; (ii) was known -to Recipient prior to its disclosure by InterTrust, as evidenced through written -documentation; (iii) shall have been independently developed by the Recipient -without any reliance on or use of any InterTrust Confidential Information, as -demonstrated through written documentation; or (iv) shall have been rightfully -supplied to Recipient, with no obligation of confidentiality or non-use from a -third party without any breach of any obligation of confidentiality to -InterTrust or NatWest (as applicable) as of the date such information is so -supplied. In addition, the Recipient shall be entitled to disclose Confidential -Information pursuant to a court order issued by a court of competent -jurisdiction or as otherwise required by law; provided that the undersigned - -------- ---- -shall provide prompt advance notice thereof to InterTrust to enable InterTrust -to seek a protective order or otherwise prevent such disclosure and shall -disclose no more than the minimum information required by such court order or by -law. - -6. If any provision or portion thereof in this Agreement shall be found -or be held by a court of competent jurisdiction to be illegal, invalid or -unenforceable in any jurisdiction in which this Agreement is being performed, -then this Agreement shall nevertheless be given full force and effect without -said provision or portion. This Agreement may not be modified except by written -agreement dated subsequent to the date of this Agreement and signed by both -parties. This agreement shall be governed by and construed under the laws of -the United States of America and the Commonwealth of Virginia, USA, without -reference to conflicts of laws principles. All disputes arising out of or -relating to the subject matter of this Agreement shall be subject to the -exclusive jurisdiction and venue of the United States District Court for the -Eastern District of Virginia, Alexandria Division Virginia, or if jurisdiction -does not properly lie in such court, the Commonwealth courts in Alexandria, -Virginia. The parties consent to the personal and exclusive jurisdiction and -venue of such court and waive any argument that jurisdiction or venue in such -court is improper or inconvenient. - - IN WITNESS WHEREOF, the parties have executed this Agreement as of the date -first above written. - - InterTrust Technologies Corporation Employee - - By: _____________________ By:_________________________ - - Title:___________________ Title:______________________ - - \ No newline at end of file diff --git a/contract-nli/raw/1089786_0000912057-00-052660_a2032473zex-99_e2.txt b/contract-nli/raw/1089786_0000912057-00-052660_a2032473zex-99_e2.txt deleted file mode 100644 index 1067a37b8463e4aa527a76df30152b7b2bac2ad7..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1089786_0000912057-00-052660_a2032473zex-99_e2.txt +++ /dev/null @@ -1,285 +0,0 @@ - - - - Exhibit (e)(2) - - [Lanier Worldwide, Inc. Letterhead] - - June 22, 2000 - - - -Ricoh Company, Ltd. -15-5 Minami-Aoyama 1-chome -Minato-ku, Tokyo 107-8544 -Japan - -Attention: Masami Takeiri - Director - -Gentlemen: - - In connection with the consideration by you and Lanier Worldwide, Inc., -a Delaware corporation (the "Company"), of a possible negotiated transaction, -the Company and you expect to make available to one another certain nonpublic -information concerning their respective businesses, financial condition, -operations, personnel, assets and liabilities. As a condition to such -information being furnished to each party and its directors, officers, -employees, agents or advisors (including, without limitation, attorneys, -accountants, consultants, bankers and financial advisors) (collectively, -"Representatives"), each party agrees to treat any such nonpublic information -concerning the other party (whether prepared by the disclosing party, its -advisors or otherwise and irrespective of the form of communication) which is -furnished hereunder to a party or to its Representatives by or on behalf of the -disclosing party (herein collectively referred to as the "Evaluation Material") -in accordance with the provisions of this Agreement, and to take or abstain from -taking certain other actions hereinafter set forth. - - 1. EVALUATION MATERIAL. The term "Evaluation Material" also shall be -deemed to include all notes, analyses, compilations, studies, interpretations -or other documents prepared by each party or its Representatives which -contain, reflect or are based upon, in whole or in part, the information -furnished to such party or its Representatives pursuant hereto which is not -available to the general public. The term "Evaluation Material" does not -include information which (i) is or becomes generally available to the public -other than as a result of a breach of this Agreement by the receiving party -or its Representatives; (ii) was within the receiving party's possession -prior to its being furnished to the receiving party by or on behalf of the -disclosing party, provided that the source of such information was not known -by the receiving party to be bound by a confidentiality agreement with, or -other contractual, legal or fiduciary obligation of confidentiality to, the -disclosing party or any other party with respect to such information; (iii) -is or becomes available to the receiving party on a non-confidential basis -from a source other than the disclosing party, or any of its Representatives, -provided that such source was not known by - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 2 - - -the receiving party to be bound by a confidentiality agreement with, or other -contractual, legal or fiduciary obligation of confidentiality to, the -disclosing party or any other party with respect to such information; (iv) is -independently developed by the recipient without use of Evaluation Material; -or (v) is disclosed by the recipient or its Representatives with the -disclosing party's prior written consent. - - 2. USE OF EVALUATION MATERIAL. Each party hereby agrees that it and its -Representatives shall use the other party's Evaluation Material solely for the -purpose of evaluating, negotiating and consummating a possible transaction -between the parties, and that the disclosing party's Evaluation Material will be -kept confidential and each party and its Representatives will not disclose or -use for purposes other than the evaluation, negotiation and consummation of a -transaction any of the other party's Evaluation Material in any manner -whatsoever; provided, however, that (i) the receiving party may make any -disclosure of such information to which the disclosing party gives its prior -written consent and (ii) any of such information may be disclosed to the -receiving party's Representatives who need to know such information for the sole -purpose of assisting the receiving party in evaluating, negotiating and -consummating a possible transaction between the parties (it being understood -that such Representatives shall be informed by the receiving party of the -confidential nature of such information and shall be directed by the receiving -party to treat such information confidentially). In any event, the receiving -party shall be responsible for any breach of this Agreement by any of its -Representatives and the receiving party agrees, at its sole expense, to take all -reasonable measures (including but not limited to court proceedings) to restrain -its Representatives from prohibited or unauthorized disclosure or use of the -Evaluation Material. - - 3. NON-DISCLOSURE. In addition, each party agrees that, without the -prior written consent of the other party, it and its Representatives will not -disclose to any other person the fact that the Evaluation Material has been made -available hereunder, that discussions or negotiations are taking place -concerning a possible transaction involving the parties or any of the terms, -conditions or other facts with respect thereto, including the status thereof; -provided, however, that a party may make such disclosure if, in the written -opinion of such party's outside legal counsel, such disclosure is necessary in -order to comply with, or avoid committing a violation of, any law or any rule of -any applicable stock exchange or system. - - 4. REQUIRED DISCLOSURE. In the event that a party or any of its -Representatives are requested or required (by oral questions, interrogatories, -requests for information or documents in legal proceedings, subpoena, civil -investigative demand or other similar process) to disclose any of the other -party's Evaluation Material, the party requested or required to make the -disclosure shall provide the other party with prompt written notice of any such -request or requirement so that the other party may seek a protective order or -other appropriate remedy and/or waive compliance with the provisions of this -Agreement. If, in the absence of a protective order or other remedy or the -receipt of a waiver by such other party, the party requested or required to make -the disclosure or any of its Representatives are nonetheless, in the opinion of -legal counsel, legally compelled to disclose the other party's Evaluation -Material to any tribunal, - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 3 - - -the party requested or required to make the disclosure or its Representative -may, without liability hereunder, disclose to such tribunal only that portion -of the other party's Evaluation Material which such counsel advises is -legally required to be disclosed, provided that the party requested or -required to make the disclosure exercises its reasonable efforts to preserve -the confidentiality of the other party's Evaluation Material, including, -without limitation, by cooperating with the other party to obtain an -appropriate protective order or other reliable assurance that confidential -treatment will be accorded the other party's Evaluation Material by such -tribunal. - - 5. TERMINATION OF DISCUSSIONS. If either party decides that it does not -wish to proceed with a transaction with the other party, the party so deciding -will promptly inform the other party of that decision by giving written notice -thereof. In that case, or at any time upon the request of either disclosing -party for any reason, each receiving party will promptly redeliver to the -disclosing party all written Evaluation Material furnished to the receiving -party or its Representatives by or on behalf of the disclosing party pursuant -hereto, and will not retain any copies, extracts or other reproductions in whole -or in part of such written material. All documents, memoranda, notes and other -writings whatsoever prepared by the receiving party or its Representatives which -contain, reflect or are based upon the information in the Evaluation Material -shall be destroyed or, at the receiving party's election, shall be delivered to -outside legal counsel of the receiving party (where such materials shall be held -in confidence, except as needed in the context of actual or threatened legal -proceedings, or destroyed), and such destruction or delivery to outside counsel -shall be certified in writing to the disclosing party by an authorized officer -of the receiving party supervising such destruction or making such delivery to -outside counsel. - - 6. REPRESENTATION OF ACCURACY. Each party understands and acknowledges -that neither party nor any of its Representatives makes any representation or -warranty, express or implied, as to the accuracy or completeness of the -Evaluation Material made available by it or to it. Each party agrees that -neither party nor any of its Representatives shall have any liability to the -other party or to any of its Representatives relating to or resulting from the -use of such other party's Evaluation Material or any errors therein or omissions -therefrom. Only those representations or warranties which are made in a final -definitive agreement regarding the transaction, when, as and if executed, and -subject to such limitations and restrictions as may be specified therein, will -have any legal effect. - - 7. NON-SOLICITATION. In consideration of the furnishing of Evaluation -Material hereunder, each party agrees that, for a period of two years from the -date hereof, neither such party nor any of its controlled affiliates will -solicit to employ any of the current officers or employees of the other party -with whom such party has contact or who is specifically identified to such party -during the period of such party's investigation of the other party with respect -to a possible transaction, so long as they are employed by the other party, -without obtaining the prior written consent of the other party; provided, -however, that solicitation for purposes of this paragraph shall not include -solicitation of employees or officers (i) who first solicit employment from such -party, or (ii) who are solicited (A) by advertising in periodicals of general -circulation, - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 4 - - -or (B) by an employee search firm on behalf of such party, so long as such party -did not directly encourage such firm to solicit such employee or officer or any -other employees or officers of the other party. - - 8. STANDSTILL. You agree that, during the period commencing the date -hereof and ending on November 8, 2001, unless you shall have been specifically -invited in writing by the Company, neither you nor any of your affiliates will -in any manner, directly or indirectly, (a) effect or seek, offer or propose -(whether publicly or otherwise) to effect, or cause or participate in or in any -way assist any other person to effect or seek, offer or propose (whether -publicly or otherwise) to effect or participate in (i) any acquisition of any -securities (or beneficial ownership thereof) or assets of the Company or any of -its subsidiaries; (ii) any tender or exchange offer, merger or other business -combination involving the Company or any of its subsidiaries; (iii) any -recapitalization, restructuring, liquidation, dissolution or other extraordinary -transaction with respect to the Company or any of its subsidiaries; or (iv) any -"solicitation" of "proxies" (as such terms are used in the proxy rules of the -Securities and Exchange Commission) or consents to vote any voting securities of -the Company; (b) form, join or in any way participate in a "group" (as defined -under the Securities Exchange Act of 1934); (c) otherwise act, alone or in -concert with others, to seek to control or influence the management, Board of -Directors or policies of the Company; (d) take any action which might force the -Company to make a public announcement regarding any of the types of matters set -forth in (a) above; or (e) enter into any discussions or arrangements with any -third party with respect to any of the foregoing. You also agree during such -period not to request the Company (or its directors, officers, employees or -agents), directly or indirectly, to amend or waive any provision of this -paragraph (including this sentence). Notwithstanding the foregoing, the -preceding restrictions contained in this paragraph 8 shall cease to be -applicable if a third party shall formally commence any public tender or -exchange offer for the outstanding common stock of the Company or if the Company -shall publicly announce any proposed merger or other business combination -involving the Company pursuant to which the outstanding common stock of the -Company would cease to be listed on a national stock exchange. - - 9. DEFINITIVE AGREEMENT. Each party understands and agrees that no -contract or agreement providing for any transaction involving the parties shall -be deemed to exist between the parties unless and until a final definitive -agreement has been executed and delivered. Each party also agrees that unless -and until a final definitive agreement regarding a transaction between the -parties has been executed and delivered, neither party will be under any legal -obligation of any kind whatsoever with respect to such a transaction by virtue -of this Agreement or otherwise except for the matters specifically agreed to -herein. For purposes of this paragraph, the term "definitive agreement" does not -include an executed letter of intent or any other preliminary written agreement. -Both parties further acknowledge and agree that each party reserves the right, -in its sole discretion, to provide or not provide Evaluation Material to the -receiving party hereunder, to reject any and all proposals made by the other -party or any of its Representatives with regard to a transaction between the -parties, and to terminate discussions and negotiations at any time. - - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 5 - - 10. MISCELLANEOUS. This Agreement is for the benefit of each party and -its respective directors, officers, stockholders, affiliates, and agents, and -shall be governed by and construed in accordance with the laws of the State of -New York. - - - - -Ricoh Company, Ltd. -June 22, 2000 -Page 6 - - - - - Please confirm your agreement with the foregoing by signing and -returning one copy of this Agreement to the undersigned, whereupon this -Agreement shall become a binding agreement between you and the Company. - - Very truly yours, - - LANIER WORLDWIDE, INC. - - - By: /s/ James A. MacLennan - ------------------------------------ - James A. MacLennan - Executive Vice President and Chief - Financial Officer - - -Accepted and agreed as of -the date first written above: - -RICOH COMPANY, LTD. - - - -By: /S/ MASAMI TAKEIRI - -------------------------- - Masami Takeiri - Managing Director \ No newline at end of file diff --git a/contract-nli/raw/109261_0000950172-02-002217_los283194.txt b/contract-nli/raw/109261_0000950172-02-002217_los283194.txt deleted file mode 100644 index c93e0c39f3106f82c9d12044771fe0b177c73d56..0000000000000000000000000000000000000000 --- a/contract-nli/raw/109261_0000950172-02-002217_los283194.txt +++ /dev/null @@ -1,300 +0,0 @@ -Exhibit 10.5 - -This Exhibit contains confidential information which has been omitted and -filed separately with the Securities and Exchange Commission pursuant to a -Confidential Treatment Request under Rule 24b-2 of the Securities Exchange -Act of 1934, as amended. The confidential information on pages 1 and 3 has -been replaced with an asterisk. - - EXECUTION COPY - - - - - - - - - NON-DISCLOSURE AND NON-COMPETE AGREEMENT - - - - - - NON-DISCLOSURE AND NON-COMPETE AGREEMENT - - This AGREEMENT (this "Agreement"), is made as of October 7, 2002 (the -"Effective Date"), by and between MERITAGE CORPORATION, a Maryland corporation -("Meritage"), MTH-HOMES NEVADA, INC., an Arizona corporation (the "Company"), -ZENITH NATIONAL INSURANCE CORP., a Delaware corporation ("Zenith"), and -PERMA-BILT, a Nevada corporation ("Seller" and, together with Zenith, "Selling -Parties"). - - R E C I T A L S - - Seller is engaged in homebuilding and home sales operations. - - Zenith indirectly owns all of the outstanding shares of capital stock -of Seller. - - The Business will be acquired by the Company pursuant to a Master -Transaction Agreement, dated as of October 7, 2002 (the "Master Agreement"). -Capitalized terms not otherwise defined shall have the meanings ascribed to -them in the Master Agreement. - - Selling Parties have intimate knowledge of the business practices of -the Business, which, if exploited by Selling Parties in contravention of this -Agreement, would seriously, adversely, and irreparably affect the ability of -the Company to continue the businesses previously conducted by Seller. - - To induce the Company to enter into the Master Agreement, Selling -Parties have agreed to execute this Agreement. - - In consideration of the premises, the mutual promises and covenants -of the parties set forth herein, and other good and valuable consideration, -the receipt and sufficiency of which are hereby acknowledged, Selling Parties, -intending to be legally bound, agree as follows: - - 1. Noncompetition. - - (a) For the period beginning on the Effective Date and ending on -the * anniversary thereof (the "Restriction Period"), neither Selling -Parties nor any subsidiary, sister entity, or parent will, directly or -indirectly, either as a partner or owner or in any other capacity: - - (i) engage in the homebuilding or home sales business within -100 miles of the Las Vegas metropolitan area (a "Competing Business"); - - (ii) recruit, hire or discuss employment for a Competing -Business with any person who is, or within the six month period preceding the -date of such activity was, an employee of the Company or Meritage (other than -as a result of a general solicitation for employment); or - - (iii) solicit any customer or supplier of the Company for a -Competing Business or otherwise attempt to induce any such customer or -supplier to discontinue its relationship with the Company. - - (b) Selling Parties represent to the Company and Meritage, and -Selling Parties acknowledge, that: - - (i) they are willing and able to engage in a business that is -not a Competing Business; - - (ii) enforcement of the restrictions set forth in this Section -1 would not be unduly burdensome to Selling Parties; - - (iii) the period of time provided for in this Section 1 and -the territorial restrictions and other provisions and restrictions set forth -herein are reasonable and necessary to protect the Company and its successors -and assigns in the use and employment of the goodwill of the business -conducted by Perma-Bilt Homes prior to the Effective Date; and - - (iv) damages cannot compensate the Company in the event of a -violation of this Section 1, and that if such violation should occur, -injunctive relief shall be essential for the protection of the Company and its -successors and assigns. - - Accordingly, Selling Parties hereby covenant and agree that, in the -event any of the provisions of this Section 1 shall be violated or breached, -the Company shall be entitled to obtain injunctive relief against the party or -parties violating such covenants, without bond but upon due notice, in -addition to such further or other relief as may be available at equity or law. -Obtainment of such an injunction by the Company shall not be considered an -election of remedies or a waiver of any right to assert any other remedies -which the Company has at law or in equity. No waiver of any breach or -violation hereof shall be implied from forbearance or failure by the Company -to take action thereof. Zenith agrees to pay any and all reasonable costs and -expenses, including attorneys' fees, incurred by the Company in enforcing this -provision if it is determined that Selling Parties breached this Agreement. - - (c) Selling Parties hereby agree that upon becoming a partner, -member, owner or investor of another enterprise or any third-party during the -period in which the terms of this Section 1 are in effect, each shall promptly -disclose to such new enterprise or third-party the terms of this Section 1, -and shall cause such enterprise or third-party to maintain such information in -confidence. Selling Parties further agree and authorize the Company to notify -others, including customers of the Company and any such future enterprise or -third-party to which either Zenith or Seller may become a partner, member, -owner or investor, of the terms of this Section 1 and of their obligations -hereunder. - - (d) Selling Parties hereby agree that the period of time in which -this Section 1 is in effect shall be extended for a period equal to the -duration of any breach of this Section 1(a) by Selling Parties. - - (e) Nothing contained in this Agreement shall prohibit Selling -Parties or their affiliates or associates, any of their directors, officers or -employees, or any of their representatives from investing in stocks, bonds, or -other securities of any entity that engages in a Competing Business, provided, -however, that in the case of capital stock, such securities are listed on a -national securities exchange or traded in the over-the-counter market or -registered under Section 12(g) of the Securities Exchange Act of 1934, and -such investment does not exceed, in the case of any class of the capital stock -of any one issuer, three percent of the issued and outstanding voting power at -the time of such investment. In addition, nothing contained herein shall -prevent any officer or director of the Selling Parties or their affiliates or -associates from serving as a director or trustee of any Competing Business. - - 2. Protection of Information. Selling Parties recognize and -acknowledge that the Company's trade secrets and all other confidential and -proprietary information of a business, financial or other nature, including -without limitation, proprietary information of the Company, as it exists from -time to time (collectively, "Confidential Information"), are valuable and -unique assets of the Company and therefore agree that, during the Restriction -Period, except as otherwise required by Applicable Laws, or the rules of any -exchange on which any securities of Zenith are or will be listed, they will -not, and will use their best efforts to ensure that their directors, officers, -employees, advisers, agents and consultants do not, disclose any Confidential -Information concerning the Company and/or its subsidiaries or affiliates, to -any person, firm, corporation, association or other entity, for any reason -whatsoever, unless previously authorized in writing to do so by Meritage. It -is understood that Confidential Information shall not include any information -that is or becomes generally available to the public other than as a result of -an unauthorized disclosure by Selling Parties or that is disclosed by Selling -Parties in accordance with the terms of a prior written consent of Meritage. -For the purpose of enforcing this provision, the Company may resort to any -remedy available to it under the law. In the event that any Selling Party is -requested pursuant to, or required by, Applicable Laws, regulation or rules of -any securities exchange or by legal process to disclose any Confidential -Information or any other information concerning the Company, the Selling -Parties agree that they shall provide the Company with prompt notice of such -request or requirement in order to enable the Company to seek an appropriate -protective order or other remedy, to consult with the Selling Parties with -respect to the Company taking steps to resist or narrow the scope of such -request or legal process, or to waive compliance, in whole or in part, with -the terms of this Section 2. In the event that no such protective order or -other remedy is obtained, or that the Company waives compliance with the terms -of this Section 2, Selling Parties shall use their reasonable best efforts to -disclose only that portion of any Confidential Information which Selling -Parties are advised by counsel is legally required and shall exercise all -reasonable efforts to ensure that all Confidential Information so disclosed -shall be accorded confidential treatment in accordance with this Section 2. - - 3. Severability. In the event that a court of competent -jurisdiction determines that the Restriction Period is unenforceable, the -Restriction Period shall mean *. Additionally, if any provision of this -Agreement is held to be illegal, invalid or unenforceable under any -applicable law, then such provision will be deemed to be modified to the -minimum extent necessary to render it legal, valid and enforceable, and if -no such modification will render it legal, valid and enforceable, then this -Agreement will be construed as if not containing the provision held to be -invalid, and the rights and obligations of the parties will be construed -and enforced accordingly. - - 4. Waiver. The waiver by either party of a breach of any provision -of this Agreement by the other shall not operate or be construed as a waiver -of any subsequent breach. - - 5. Injunctive Relief. Selling Parties acknowledge and agree that -Meritage and the Company would be irreparably harmed by any violation of -Selling Parties' obligations under Sections 1 and 2 hereof and that, in -addition to all other rights or remedies available at law or in equity, the -Company will be entitled to injunctive and other equitable relief to prevent -or enjoin any such violation. - - 6. Assignment by Company. Nothing in this Agreement shall preclude -Zenith, Seller, Meritage or the Company from consolidating or merging into or -with, or transferring all or substantially all of its assets to, another -corporation or entity that assumes this Agreement and all obligations and -undertakings hereunder. Upon such consolidation, merger or transfer of assets -and assumption, the terms "Zenith," "Seller," "Meritage" and "Company," -respectively, as used herein shall mean such other corporation or entity, as -appropriate, and this Agreement shall continue in full force and effect. For -purposes of Sections 1 and 2 hereof, the term "Company" shall mean all joint -ventures (50% or more owned by Company), subsidiaries and parent companies of -Company (whether corporate, partnership or other form), including the -subsidiary that operates the Business as a division of Meritage Corporation. - - 7. Entire Agreement. This Agreement embodies the complete -agreement of the parties hereto with respect to the subject matter hereof and -supersedes any prior written, or prior or contemporaneous oral, understandings -or agreements between the parties that may have related in any way to the -subject matter hereof. This Agreement may be amended only in writing executed -by Meritage and Selling Parties. - - 8. Governing Law. This Agreement and all questions relating to its -validity, interpretation, performance and enforcement, shall be governed by -and construed in accordance with the internal laws, and not the law of -conflicts, of the State of Nevada. - - 9. Notice. All notices, consents, and other communications -hereunder will be in writing and deemed to have been duly given when (a) -delivered by hand, (b) sent by telecopier (with receipt confirmed), or (c) -when received by the addressee, if sent by Express Mail, Federal Express, or -other express delivery service (with delivery confirmation), in each case to -the appropriate addresses and telecopier numbers set forth below (or to such -other addresses and telecopier numbers as a party may designate as to itself -by notice to the other): - - If to the Company: Meritage Corporation - 6613 North Scottsdale Road, Suite 200 - Scottsdale, Arizona 85250 - Phone: (480) 998-8700 - Fax: (480) 998-9162 - Attention: Chief Financial Officer - - With a copy to: Snell & Wilmer L.L.P. - One Arizona Center - Phoenix, Arizona 85004-0001 - Phone: (602) 382-6252 - Fax: (602) 382-6070 - Attn: Steven D. Pidgeon, Esq. - - If to Selling Parties: Zenith National Insurance Corp. - 21255 Califa Street - Woodland Hills, California 91367 - Phone: (818) 713-1000 - Fax: (818) 710-1860 - Attention: Stanley R. Zax - - With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP - 300 South Grand Avenue, Suite 3400 - Los Angeles, California 90071 - Phone: (213) 687-5000 - Fax: (213) 687-5600 - Attn: Joseph J. Giunta, Esq. - - - IN WITNESS WHEREOF, the parties have executed and delivered this -Agreement as of the date first above written. - - MERITAGE CORPORATION, - a Maryland corporation - - By: /s/ Steven J. Hilton - ----------------------------------- - Name: Steven J. Hilton - Title: Co-Chief Executive Officer - - MTH-HOMES NEVADA, INC., - an Arizona corporation - - - By: /s/ Steven J. Hilton - ----------------------------------- - Name: Steven J. Hilton - Title: Co-Chief Executive Officer - - - ZENITH NATIONAL INSURANCE CORP., - a Delaware corporation - - - By: /s/ Stanely R. Zax - ----------------------------------- - Name: Stanley R. Zax - Title: President - - - PERMA-BILT, a Nevada Corporation - - - By: /s/ Daniel Schwartz - ----------------------------------- - Name: Daniel Schwartz - Title: President and Chief Executive Officer - - - - - [Signature Page to Non-Disclosure and Non-Compete Agreement] \ No newline at end of file diff --git a/contract-nli/raw/1094007_0001193125-10-258977_dex101.htm b/contract-nli/raw/1094007_0001193125-10-258977_dex101.htm deleted file mode 100644 index 5af1e48835a0485a335bf352d80cea9e5fa72e7d..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1094007_0001193125-10-258977_dex101.htm +++ /dev/null @@ -1,384 +0,0 @@ - -Vendor Services Agreement - - - - -

- -

 

EXHIBIT B: MICROSOFT CORPORATION -NON-DISCLOSURE AGREEMENT

-

- -LOGO

-

Non-Disclosure Agreement

This Non-Disclosure Agreement (“agreement”) is between the parties signing below. “We,” “us” and “our” refer to both of the parties signing below and our respective -affiliates.

 

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-

COMPANY AND ITS AFFILIATES or

-

INDIVIDUAL: Rainmaker Systems

  

MICROSOFT -CORPORATION

AND ITS AFFILIATES

Address: 8701 N Mopac

  

One Microsoft Way

-

Austin

TX 78759

  

Redmond, WA 98052-6399

 

USA

USA

  

Sign:

   
  
-

- -LOGO

-		   -

- -LOGO

-

Print -Name: Rick Cassizzi

 

  

Mary E. Snapp

Print -Title: Controller

 

  

Corporate Vice President, Deputy -General Counsel

-

Signature Date: 5.19.08

 

   -

05/19/2008

1. The -purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other’s affiliates, under the following terms. An “affiliate” is any legal entity that one of -us owns, that owns one of us or that is under common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in entity or the right to direct the management of the entity.

-

 

- - - -
2.Confidential Information.

 

- - - - -
 a.What is included. “Confidential Information” is non-public information, know-how and trade secrets in any form that:
-

 

- - - - - -
 • 

Are designated as “confidential”; or

 

- - - - - -
 • 

A reasonable person knows or reasonably should understand to be confidential.

-

 

- - - - -
 b.What is not included. The following types of information, however marked, are not confidential information. Information that:
-

 

- - - - - -
 • 

Is, or becomes, publicly available without a breach of this agreement;

-

 

- - - - - -
 • 

Was lawfully known to the receiver of the information without an obligation to keep it confidential;

-

 

 

Microsoft filing instruction: after both parties sign and date this Agreement, Your customer should retain one original for their files and return the other to you. Then, -address the second original to:

- - - - - - - - - - - - - - - - - - - - - - - - - -
  

NDA, CRM 124/Records

-

Microsoft Corporation

1 Microsoft Way

-

Redmond, WA 98052-6399

  
- - -LOGO -    JEAID: 133205
    
-

 

 

-

Exhibit Page 2

**** = Certain -information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

- - -

-

- -

 

- - - - - -
 • 

Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;

-

 

- - - - - -
 • 

Is independently developed; or

 

- - - - - -
 • 

Is a comment or suggestion one of us volunteers about the other’s business, products or services.

-

 

- - - -
3.Treatment of confidential information.

 

- - - - -
 a.In general. Subject to the other terms of this agreement, each of us agrees:
-

 

- - - - - -
 • 

We will not disclose the other’s confidential information to third parties; and

-

 

- - - - - -
 • 

We will use and disclose the other’s confidential information only for purposes of our business relationship with each other. -

 

- - - - -
 b.Security precautions. Each of us agrees:

 

- - - - - -
 • 

To take reasonable steps to protect the other’s confidential information. These steps must be at least as protective as those we take to protect -our own confidential information;

 

- - - - - -
 • 

To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and

-

 

- - - - - -
 • 

To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it. -

 

- - - - -
 c.Sharing confidential information with affiliates and representatives.
-

 

- - - - - -
 • 

A “representative” is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates. -

 

- - - - - -
 • 

Each of us may disclose the other’s confidential information to our representatives (who may then disclose that confidential information to other -of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must:

-

 

- - - - - -
 • 

ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and -

 

- - - - - -
 • 

accept responsibility for each representative’s use of confidential information.

-

 

- - - - - -
 • 

Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control -the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives’ unaided memories in the -development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly.

-

 

- - - - -
 d.Disclosing confidential information if required to by law. Each of us may disclose the other’s confidential information if required to comply with a court -order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective -order.
-

- -LOGO

- -

 

 

-

Exhibit Page 3

**** = Certain -information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

- - -

-

- -

 

- - - -
4.Length of confidential information obligations.

 

- - - - -
 a.Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other -with 30 days’ advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect.
-

 

- - - - -
 b.No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other’s confidential information -for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period.

 

- - - -
5.General rights and obligations.

 

- - - - -
 a.Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive -jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington.
-

 

- - - - -
 b.Compliance with law. Each of us will comply with all export laws that apply to confidential information.
-

 

- - - - -
 c.Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy. -

 

- - - - -
 d.Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that -the other may seek court orders to stop confidential information from becoming public in breach of this agreement.

 

- - - - -
 e.Attorneys’ fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys’ fees and costs. -

 

- - - - -
 f.Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other’s confidential information to the transferee without the -other’s consent.

 

- - - - -
 g.Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. -Even if no revision is possible, the rest of this agreement will remain in place.

 

- - - - -
 h.Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have -contracts with each other covering other specific aspects of our relationship (“other contracts”). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure -agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding -confidential information. We can only change this agreement with a signed document that states that is changing this agreement.
-

- -LOGO

- -

 

 

-

Exhibit Page 4

**** = Certain -information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

- - diff --git a/contract-nli/raw/1094017_0000921895-00-000237_document_5.txt b/contract-nli/raw/1094017_0000921895-00-000237_document_5.txt deleted file mode 100644 index 88bc5f25cbfb4a1866e6843f1b56d7a6d09cf89f..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1094017_0000921895-00-000237_document_5.txt +++ /dev/null @@ -1,168 +0,0 @@ -NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT - - -This agreement is entered into as of February 23, 1999, between Sulzer -Orthopedics Biologics Inc. ("SOBI") and BIOSYNTECH LTD. ("BIOSYNTECH"). Mutually -SOBI and BIOSYNTECH are referred to as "The Parties". - -Whereas, The Parties are willing to disclose information and provide access to -material they regard as confidential business information (hereafter called -"Company Information") to each other, and - -Whereas, The Parties will receive Company Information in their evaluation of -possible future business relations and ongoing business, and - -Now therefore, The Parties, acknowledging mutual consideration and intending to -be legally bound, agree as follows: - -1. COMPANY INFORMATION - -As used in this agreement, the term "Company Information" shall mean all -confidential or proprietary information and proprietary materials, including, -but not limited to: trade secrets, know-how, client lists, proposed trademarks, -patent applications, formulations, techniques, processes, inventions, ideas, -designs, formulae, methodology, data, reports, proteins, biological substances, -chemical substances and chemical compounds, including the compounds and -substances resulting from a variation of the proportion of their component -parts, computer software, computer software source codes, machinery, equipment, -all prior and future developments, enhancements and improvements to any of the -foregoing and information regarding sources of supply, business plans, patent -positioning and the existence, scope and activities regarding any research, -development, manufacturing, marketing or other projects of The Parties. - -"Company Information" shall include, without limiting the preceding, a sample -(Arthroscopic Probe identified as ARTHRO-BST /Mechanical Tester identified as -MACH-1/ of polymeric compounds resulting from the incorporation of varying -proportions of component parts, each such compound having various -physico-chemical properties, identified as BST-GEL, BST-CARGEL or other -trademarks of BIOSYNTECH and bone-derived growth factor mixtures from Sulzer) -and related proprietary information provided by BIOSYNTECH or Sulzer to the -other Party. - -2. DISCLOSURE OF COMPANY INFORMATION - -The Parties shall not, except with the prior written consent of the other Party, -disclose to a third party, wholly or partly, Company Information disclosed by or -in any other manner obtained from the other Party or from the material of the -other Party to which access is granted, on or after they date first above -written . - - - - -3. USE OR SALE - -The Parties shall use the Company Information solely for the purpose of testing -and examining the Company Information to evaluate the possibility of executing -an agreement for the marketing, sale and distribution of Company Information or -products incorporating Company Information or other future business relations -between them. The Parties shall not use the other Party's Company Information -for any other purpose. In particular, but without limitation, The Parties shall -not use the other Party's Company Information for the direct or indirect benefit -of third parties or for consulting purposes, nor sell, lend, exchange or draw -profits from the Company Information of the other Party, in whole or in part. - -4. REVERSE ENGINEERING - -The Parties shall not make use of any reverse engineering processes or -techniques, or other similar means, to obtain additional information from the -Company Information disclosed or otherwise obtained from the other Party or from -the material of the other Party to which access is granted, on or after the date -first above written. - -5. COPIES - -The Parties shall not make any copies, images or other reproductions of the -Company Information disclosed by or otherwise obtained from the other Party. - -6. PRECAUTIONS REGARDING THIRD PARTIES - -The Parties shall hold the Company Information in strict confidence and shall -take all possible precautions to prevent the Company Information from being -disclosed or made available to third parties. - -7. PRECAUTIONS REGARDING EMPLOYEES - -The Parties shall take every possible precaution to ensure that only their -employees, contractors, directors and officers who have a strict and genuine -need to know have access to the Company Information. - -8. LIMIT - -The Parties' obligations under this agreement shall not apply to any information -required by law, regulation or court order to be disclosed to regulatory -authorities and other governmental bodies, or which The Parties can document was -available to the public or known to The Parties prior to the date first above -written. These obligations shall cease as to any information which the -disclosing Party can document thereafter became or becomes available to the -public otherwise than as a result of a disclosure by the disclosing Party or was -or is disclosed to the disclosing - - - -Party by a party unrelated to the disclosing Party that does not have a -non-disclosure obligation with respect to it. - -If Company Information of the other Party is required to be disclosed by law, -regulation or court order to regulatory authorities or other governmental -bodies, The Party must promptly inform the other Party before disclosing such -Company Information so that the other Party may have a reasonable opportunity to -contest such requirement. - -9. RETURN OF COMPANY INFORMATION - -At any time, upon one Party's request, the other Party shall promptly redeliver -to the first Party the Company Information and all materials relating to or -involving Company Information of the first Party (whether prepared by the party -or otherwise), and will not retain any copies, extracts or other reproductions -in whole or in part regarding the Company Information. The redelivery of such -material shall not relieve The Parties of their confidentiality or other -obligations hereunder. - -10. TERMINATION - -The present agreement may be unilaterally terminated by either Party in the -event that the other Party becomes bankrupt or is judged to be insolvent by a -court of law or if either company makes any assignment for the benefit of its -creditors generally. It may also be terminated by written consent of The -Parties. - -11. SURVIVAl - -Termination of the present agreement, at any time and for any reason whatsoever -shall not extinguish its terms. The terms of this Non-Disclosure and -Confidentiality Agreement will survive for 5 years, for the benefit of The -Parties and their respective successors. - -12. ENTIRE AGREEMENT - -This agreement, including its Schedule, constitutes the entire agreement of The -Parties relating to the subject matter, supersedes all prior oral or written -understandings or agreements regarding that subject matter and may not be -amended, modified or cancelled except by a written instrument executed by The -Parties. - -13. APPLICABLE LAW AND VENUE - -This agreement shall be governed by and construed in accordance with the laws -applicable in the province of Quebec and the venue for any dispute arising from -this agreement shall be the courts of competent jurisdiction in the district of -Montreal, Quebec, Canada. - -IN WITNESS THEREFORE, THE PARTIES have caused this agreement to be executed in -duplicate by their respective duly authorised representatives. - - -Sulzer Orthopedics Biologics Inc. BIOSYNTECH LTD. - - -by /s/ illegible by /s/ illegible ----------------------------------- ----------------------------------- -[name of representative and title] [name of representative and title] - - -PROJECT DEVELOPMENT SUKMIST VICE PRESIDENT R&D - - -date 3/2/99 date 3/1/99 - ------------------------------ ----------------------------------- \ No newline at end of file diff --git a/contract-nli/raw/1094038_0000950134-05-007541_d23996exv10w4.htm b/contract-nli/raw/1094038_0000950134-05-007541_d23996exv10w4.htm deleted file mode 100644 index 1be9b08a3eaae204acc76f53f3d7adce19638b3d..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1094038_0000950134-05-007541_d23996exv10w4.htm +++ /dev/null @@ -1,405 +0,0 @@ - - -exv10w4 - - - -
 

-

- - - -

Exhibit 10.4 - - - -

NON-DISCLOSURE AGREEMENT - - - -

This Agreement is effective -as of October 3, 2002 - - - -

BETWEEN: - - - - -

THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of -British Columbia and having offices at IRC 331 – 2194 Health Sciences Mall, Vancouver, -British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office, -Telephone: (604) 822-8580, Facsimile: (604) 822-8589 - - - -

(the “University”) - - -

AND: - - - - -

GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street, -Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone: -(604) 733-9835 Facsimile: - - - -

(the “Recipient”) - - -

The University will provide the Recipient with certain confidential and proprietary -information on the following terms and conditions: - - -

1. Confidential -Information.  The University will provide the Recipient with information -relating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for -Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”) -which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, -discoveries, inventions, research or technical data, and any other proprietary information. -However, Recipient is under no obligation to maintain the confidentiality of Information which -Recipient can show: - - - -

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(a)  was public knowledge at the time of its disclosure to the Recipient,
 
(b)  became public knowledge during the term of this Agreement through no act or -fault of the Recipient,
 
(c)  was in the possession of the Recipient prior to its disclosure, or
 
(d)  was lawfully acquired by the Recipient from a third party who was not -under an obligation of confidentiality to the University.
- - -

2. -Ownership.  The Information is and will at all times remain the exclusive property of the -University and nothing in this Agreement grants the Recipient any right, title, interest or -licence, implied or otherwise, in or to the Information. - - - -

3. No -Representation or Warranty.  The Recipient acknowledges and agrees that the -Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, -WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR -WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR -NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. - - - -

4. Use.  The Recipient will not use the Information for any purpose other than to evaluate -the Information for commercial potential. Without limiting the generality of the foregoing, the -Recipient will not use the Information to develop, or cause to develop, all or part of any process -or product whether for - - - - -

  -

- - -

-

 

- -

- - - - -

internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and -defends the University, its Board of Governors, directors, officers, employees, faculty, students -and agents against any and all claims, demands, liabilities and expenses (including reasonable -legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from -a breach of this provision or any other provision of this Agreement. - - - -

5. Term. The term of this Agreement will begin on the date of this Agreement and will end -on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 -days written notice. - - - -

6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the -Information both during and after the term of this Agreement and will not disclose the Information -to any third party without the prior written consent of the University for a period of three years -from the date of this Agreement. - - - -

7. Return or Destruction of Information. At the written request of the University or upon -expiry or earlier termination of this Agreement, Recipient will, on the direction of the -University, return or destroy the Information and will not retain any photocopy or other -reproduction of any part of the Information. - - - -

8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, -unless such waiver or consent excusing the breach is in writing and signed by the University. A -waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach -of the same provision. - - - -

9. Assignment. The Recipient will not assign all or part of this Agreement without the -prior writter consent of the University. - - - -

10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and -understanding of the parties with respect to its subject matter and supersedes all prior proposals, -negotiations, agreements, understandings, representations and warranties of any form or nature, -whether oral or written, and whether express or implied, which may have been entered into between -the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed -to the other party or parties, and each counterpart, together with the other counterparts will -constitute the entire Agreement. - - - -

11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under -the laws of British Columbia and the applicable laws of Canada without reference to its conflict of -law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought -in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the -exclusive jurisdiction of such court. - - - -

IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. - - -

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
  
UNIVERSITY OF BRITISH COLUMBIA -
 GENEMAX PHARMACEUTICALS INC.
by its duly authorized officer: -
 by its duly, authorized officer:
 
  
/s/ David Jones -
 /s/ Ronald Handford
  -
  
David Jones, Associate Director -
 Name: Ronald Handford
University — Industry Liaison Office -
 Title: President and CEO
-
- - - -

  -

- - -

-

 

- -

- - - - -

Internal use or for -commercial purposes. The Recipient hereby indemnifies, holds harmless and -defends the University, its Board of Governors, directors, officers, employees, faculty, students -and agents against any and all claims, demands, liabilities and expenses (including reasonable -legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a -breach of this provision or any other provision of this Agreement. - - - -

5. TERM. The -term of this Agreement will begin on the date of this Agreement and will end on -October 3, 2005 unless terminated earlier by one party upon giving the other -party at least 30 days written notice. - - - -

6. -Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the -Information both during and after the term of this Agreement and will -not disclose the Information -to any third party without the prior written consent of the University for a period of three years -from the date of this Agreement. - - - -

7. Return or -Destruction of Information. At the written request of the University or upon -expiry or earlier termination of this Agreement, Recipient will on -the direction of the University, -destroy the Information and will not retain any photocopy or other reproduction of my part of the -Information. - - - -

8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, -unless such waiver or consent excusing the breach is in writing and signed by the University. A -waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent -breach of the same provision. - - - -

9. -Assignment. The recipient will not assign all or part of this Agreement without the prior -written consent of the University. - - - -

10. Entire -Agreement and Counterpart. This Agreement contains the entire agreement and -understanding of the parties with respect to its subject matter and supersedes all prior proposals, -negotiations, agreements, understandings, representations and warranties of any form or nature, -whether oral or written, and whether express or implied, which may have been entered into between -the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed -to the other party or parties, and each counterparts together with -the other counterparts will -constitute the entire Agreement. - - - -

11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under -the laws of British Columbia and the applicable laws of Canada without reference to its conflict of -law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought -in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the -exclusive jurisdiction of such court. - - - -

IN WITNESS WHEREOF the -parties have executed this Agreement on the date first written above. - - -

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
   
UNIVERSITY OF BRITISH COLUMBIA -
 GENEMAX PHARMACEUTICALS INC.
by its duly authorized officer -
 by its duly authorized officer:
 
  
/s/ David Jones -
 /s/ Ronald Handford
  -
  
David Jones, Associate Director -
 Name : Ronald Handford
University-Industry Liaison Office -
 Title: President and CEO
-
- - - -

  -

- - - - \ No newline at end of file diff --git a/contract-nli/raw/1094348_0001144204-18-026846_tv493416_exd2.htm b/contract-nli/raw/1094348_0001144204-18-026846_tv493416_exd2.htm deleted file mode 100644 index 4080c52350d6698711df57bfb09ac266c706e541..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1094348_0001144204-18-026846_tv493416_exd2.htm +++ /dev/null @@ -1,416 +0,0 @@ - - - - - - -

- -

 

- -

Exhibit (d)(2)

- -

 

- -

February 8th, 2018

- -

 

- -

NICE Ltd.

- -

13 Zarchin Street

- -

Raanana

- -

Israel

- -

 

- -

Non-Disclosure Agreement

- -

 

- -

Ladies and Gentlemen:

- -

 

- -

In connection -with your consideration of the possible business combination transaction (the “Transaction”) between you and Mattersight -Corporation (the “Company”), the Company and you expect to make available to one another certain nonpublic information -concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to -such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors -(including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), -each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its -Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives -now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred -to as the “Evaluation Material”) in accordance with the provisions of this letter agreement (this “Agreement”), -and to take or abstain from taking certain other actions hereinafter set forth.

- -

 

- -

1.           Evaluation -Material. The term “Evaluation Material” shall be deemed to include all information, records, notes, -analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party -or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party -or its Representatives pursuant hereto, which is not available to the general public. The term “Evaluation -Material” does not include information which (i) is or becomes generally available to the public other than as a result -of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s -possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the -source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject -to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with -respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source -other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party -to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of -confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently -developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be -proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any -legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether -such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be -confidential.

- -

 

- - - -
 
-

 

- - -

 

- -

2.           Purpose -of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this -Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative -competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each -other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not -reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that -is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, -and shall otherwise be treated as Evaluation Material.

- -

 

- -

3.           Use -of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material -solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party’s Evaluation Material -strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person -or entity other than its Representatives that who in each case have a “need to know” (as defined below) or have access -to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to -obligations of confidentiality substantially similar to those imposed by this Agreement. A “need to know” means that -the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving -party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, -at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives -from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of -copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality -or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party -reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information -with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential -information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with -full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving -party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion.

- -

 

- -

4.           Non-Disclosure -of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and -its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation -Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, -conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may -make such disclosure if, in the written opinion of such party’s outside counsel, such disclosure is necessary to avoid -committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of -paragraph 5 below.

- -

 

- -

- - - -
 
-

 

- - -

  

- -

5.           Required -Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, -requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any -rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of -the receiving party’s securities are listed or quoted) to disclose (i) any of the other party’s Evaluation Material -or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall -provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order -or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order -or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of -its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence -of this paragraph 5 to disclose the other party’s Evaluation Material to any third party, the party requested or required -to make the disclosure or its Representative may disclose to such third party only that portion of the other party’s Evaluation -Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make -the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party’s Evaluation Material, -including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable -assurance that confidential treatment will be accorded the other party’s Evaluation Material by any third party to which -disclosure is made (at the other party’s expense).

- -

 

- -

6.           Privileged -Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client -privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental -investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is -their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or -diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work -product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under -the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under -these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal -material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

- -

 

- -

7.           Sensitive -Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company -relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified -by the Company in writing as sensitive ("Sensitive Information”), you understand and agree that in addition to all of -the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. -For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive -Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive -Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative -without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional -specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to -receiving or using such Sensitive Information.

- -

 

- - - -
 
-

 

- - -

 

- -

8.           Termination -of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive -agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have -any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise -(other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate -discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish -to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision -by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, -each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and -extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the -receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all -Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party -shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the -Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the -Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use -and other obligations hereunder for a period of three (3) years from the date of this letter agreement.

- -

 

- -

9.           No -Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes -any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available -by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party -or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation -Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive -agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified -therein, will have any legal effect.

- -

 

- -

10.        Waiver. -It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall -operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or -the exercise of any other right, power or privilege hereunder.

- -

 

- - - -
 
-

 

- - -

 

- -

11.         Non-Solicitation. -In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date -set forth above, without the other party’s prior written consent, neither party nor its affiliates will solicit, directly -or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions -hereunder (a “Covered Person”). The term “solicit to employ” shall not be deemed to include: (i) general -solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered -Person contacts the such party or its Representatives on the Covered Person’s own initiative without any direct or indirect -solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party -by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed -by such party to solicit the employees of the other party.

- -

 

- -

12.          Independent -Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor -of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter -agreement shall not be construed to limit the receiving party’s right to develop independently or acquire products without -use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing -information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. -Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not -have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, -concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, -concepts, systems or techniques contemplated by or embodied in the Evaluation Material.

- -

 

- -

13.          Securities -Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this -Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its -Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) -likely to have a material effect on the market price of the issuer’s securities if and when made public (such that a reasonable -investor would consider the information material in deciding whether to buy, hold or sell the issuer’s securities)) from -the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably -foreseeable that such other person or entity is likely to purchase or sell securities.

- -

 

- -

14.         Standstill. -You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the -Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize -or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) -acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, -business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase -of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise -or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence -the management, Board of Directors, or policies of Company, (e) form, join, or participate in a “group” (within the -meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose -any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company -to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, -you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate -ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company.

- -

 

- - - -
 
-

 

- - -

 

- -

15.         Miscellaneous. -Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this -Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as -a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but -shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, -illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any -way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties -as nearly as possible in accordance with applicable law.

- -

 

- -

16.         Governing -Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, -without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating -to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue -of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject -to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) -each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first -class certified mail, return receipt requested, postage prepaid.

- -

 

- -

17.          Entire -Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective -Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either -party hereto, unless approved in writing by each such party.

- -

 

- -

18.         Counterparts. -This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together -shall constitute one and the same instrument.

- -

 

- -

Please confirm -your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement -shall become a binding agreement between you and the Company.

- -

 

- -

Very truly yours,

- -

 

- -

MATTERSIGHT CORPORATION

- -

 

- - - -
 
-

 

- - -

- -

 

- - - - - - - - - - - - - - - - -
 By:/s/ David B. Mullen
  Name:David B. Mullen
  Title:CFO
-

 

- -

Accepted and agreed to as of the date first written -above:

- -

 

- -

NICE Ltd.

- -

 

- -

- - - - - - - - - - - - - - - - - - - -
 By:/s/  Eran Liron 
  Name:Eran Liron 
  Title:EVP Marketing & - Corporate Development 
- - -

 

- - - -
 
- - -

- - - \ No newline at end of file diff --git a/contract-nli/raw/1094814_0001140361-18-017998_s002178x1_ex99d7.htm b/contract-nli/raw/1094814_0001140361-18-017998_s002178x1_ex99d7.htm deleted file mode 100644 index 3b042a475276d6050ccc04c8954a9da9fb3cbc75..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1094814_0001140361-18-017998_s002178x1_ex99d7.htm +++ /dev/null @@ -1,670 +0,0 @@ - - - - - - - - -
-
-

Exhibit 99(d)(7)

- -

NON-DISCLOSURE AGREEMENT

- -

This Mutual Non-disclosure Agreement (the “Agreement”)
- is entered into and effective as of the 28 day of November, 2017, by and between:

- -

Blackstreet Capital Holdings, LLC, a Delaware LLC having the address specified on the signature page
-

- -

(the “Potential Acquiror”)

- -

- and -

- -

the undersigned Potential Acquiree, a Delaware corporation, having the address
- specified on the signature page

- -

(the “Company”)

- -

RECITALS:

- - - - - - - -
A.The parties to this Agreement want to enter into discussions concerning a potential business transaction, including a potential acquisition transaction (the “Proposed Transaction”).
- -
- - - - - - - -
B.In connection with such discussions, the parties contemplate exchanging information, including confidential and proprietary information.
- -
- - - - - - - -
C.Each party agrees to protect the proprietary and confidential information of the other.
- -
- -

NOW THEREFORE in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following:

- -

Scope of Confidential Information

- - - - - - - -
1.“Confidential Information” means, for each party, whether in oral, written or in electronic form:
- -
- - - - - - - -
(i)any information, data, intellectual property (including trade secrets), facts and financial information relating to the existing or proposed business, products, customers or services of such party and its affiliates that are treated as confidential by it, or ought to be considered confidential from their nature or the circumstances surrounding their disclosure; (ii) the existence of, and either party's potential participation in, the Proposed Transaction (including the contents and details of any discussions and negotiations of the terms, conditions and other matters with respect thereto); and (iii) any reports, analyses, forecasts, memoranda, compilations, studies, notes or summaries of such information, or other written or electronic documents prepared by, or on behalf of or for the Recipient or affiliates, directors, officers, managers, employees, shareholders, members or other equity holders, agents or advisors (“Representatives”) of the Recipient, to the extent that they use, contain, relate to, reflect, or are derived from such information (collectively, “Derivative Confidential Information”).
- -
- - - - - - - -
2.Notwithstanding the foregoing, information which would otherwise be considered “Confidential Information”, is not subject to the terms of this Agreement if such information is:
- -
- - - - - - - -
(a)in the public domain other than as a consequence of a breach of the obligations contained in this Agreement or other duty of confidentiality to the Disclosing Party relating to such information;
- -
- - - - - - - -
(b)known by the party receiving the Confidential Information (the “Recipient”) prior to the disclosure of the Confidential Information by the disclosing party (the “Disclosing Party”) without any other obligation of confidentiality to the Disclosing Party;
- -
- - - - - - - -
(c)independently developed by the Recipient without breach of this Agreement or other duty of confidentiality to the Disclosing Party relating to such information; or
- -
- - - - - - - -
(d)received by the Recipient from a third party who is not subject to obligations similar to the obligations contained in this Agreement, including any duty of confidentiality to the Disclosing Party relating to such information.
- -
- -
-
- -
-

-
- -
-

-
- -
-
- - - -
-
- - - - - -
-
Project Bell – Non-disclosure Agreement
-		 -
Page 2 of 6
-
- -
- -

Obligation to Maintain Confidentiality

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3.The Recipient will keep, and will cause its Representatives to keep, the Confidential Information of the Disclosing Party confidential. The Recipient will not disclose the Confidential Information or use or permit the Confidential Information to be disclosed or used, to or by any person except Recipient’s Representatives, in each case, who agree to be bound by the terms of this Agreement. In any such case Confidential Information will be disclosed only to those Representatives with a need to know the Confidential Information for the purpose of the Proposed Transaction, and (iv) only so much of the Confidential Information as is necessary for a particular individual to perform his or her function will be disclosed to that individual. Under no circumstances shall the Recipient or its Representatives use the Disclosing Party’s Confidential Information in any manner or for any purpose other than evaluating and negotiating the Proposed Transaction. In any event, the Recipient will be responsible for any breach of this Agreement by its Representatives.
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4.The Recipient agrees to take all reasonable steps (including those steps that the Recipient takes to protect its own information, data or other tangible or intangible property that it regards as confidential) to ensure the confidentiality of the Disclosing Party’s Confidential Information.
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5.Except as provided in Section 3, the Recipient will not, without the consent of the Disclosing Party, (i) disclose to any person the fact that it has obtained the Confidential Information, or (ii) make any disclosure respecting any Proposed Transaction between the parties to any third party, including, without limitation, any suppliers, customers or clients of each party.
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6.Notwithstanding the other provisions of this Agreement, the Company and its Representatives may disclose to other potential parties for a Proposed Transaction that it is considering or negotiating a Proposed transaction and the terms and conditions thereof, but may not disclose the involvement of the Company or any other information identifying the involvement of the Company.
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7.Notwithstanding the other provisions of this Agreement, the Company or any of its Representatives may disclose Confidential Information to the extent necessary to defend any litigation claim or cause of action brought against it by the other party relating to the Proposed Transaction or this Agreement; provided that the Disclosing Party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party's expense, to obtain assurances that any such disclosed Confidential Information will be afforded confidential treatment.
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8.If the Recipient, or anyone else to whom Confidential Information is provided as permitted by this Agreement, receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, Recipient will make a reasonable effort to provide the Disclosing Party with prompt notice so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Disclosing Party waives compliance with this Agreement, the compelled person will furnish only that portion of the Confidential Information which Recipient is informed by advice of its counsel that it is required to disclose.
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Ownership of Confidential Information

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9.All right, title and interest in and to a Disclosing Party’s Confidential Information will remain the exclusive property of the Disclosing Party and the Confidential Information will be held in trust and confidence by the Recipient and its Representatives. No interest, license or any right respecting the Confidential Information, other than expressly set out in this Agreement, is granted to the Recipient under this Agreement by implication or otherwise.
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11.The Recipient will, within five business days of a written request by the Disclosing Party, confirm that it has destroyed the original provided to Recipient (and all copies made by it) any documents (in whatever
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form or medium) provided, or made available for review by, the Disclosing Party (including any Derivative Confidential Information). Notwithstanding the immediately preceding sentence, the parties agree that destruction will not be made of (i) any electronic copy of any Confidential Information that was created pursuant to the standard electronic backup and archival procedures of the Recipient if (x) personnel of the Recipient whose functions are not primarily internal information technology in nature do not have access to such retained copies and (y) personnel of the Recipient whose functions are primarily internal information technology in nature have access to such copies only as reasonably necessary for the performance of their internal information technology duties (e.g., for purposes of system recovery). The parties further agree that they will continue to treat as confidential in accordance with the Agreement, any Confidential Information retained pursuant to the second sentence of this Section 11.

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No Liability Regarding Confidential Information

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12.The Recipient acknowledges that (i) the Disclosing Party is not obligated to provide any information pursuant to this Agreement, (ii) the Confidential Information is being given to it without liability on the part of the Disclosing Party or any of its Representatives, and (iii) no representation or warranty with respect to the Confidential Information is made by the Disclosing Party or any of its Representatives. The Recipient agrees that neither the Disclosing Party nor any of its Representatives will have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information by the Recipient or its Representatives.
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General

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13.The Recipient agrees that money damages would not be a sufficient remedy for an actual or threatened breach of this Agreement by the Recipient or its Representatives, and that any court having competent jurisdiction may enter a preliminary and/or permanent restraining order, injunction or order for specific performance, without posting any bond, in the event of an actual or threatened breach of any of the provisions of this Agreement, in addition to any other remedy at law or in equity available to the Disclosing Party.
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14.This Agreement will terminate on the first anniversary of the date hereof.
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15.The furnishing of Confidential Information pursuant to this Agreement does not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into any agreement or negotiation with another party with respect to a Proposed Transaction or otherwise.
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16.Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent jurisdiction will not affect the validity or enforceability of any other provision. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter. No amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound.
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19.Each of the parties hereto expressly agree that they will not, and will not permit any of its Representatives to directly or indirectly, hire an employee of the other party, or solicit or induce any employee of the other party to leave such employee’s position with the other party, for a period of one year. However, this paragraph shall not prohibit the Potential Acquiror or any of its affiliates from soliciting or hiring an employee who responds to a general solicitation of employment.
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20.To the extent that any Confidential Information includes materials subject to the attorney-client privilege or similar privileges or protections, such disclosure is inadvertent and the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party.
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21.This Agreement may be signed in any number of counterparts (including by PDF) with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.
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22.WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
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IN WITNESS WHEREOF the parties have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives.

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Company Name: Cartesian, Inc.
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- - - - \ No newline at end of file diff --git a/contract-nli/raw/1095558_0000944209-00-000518_document_3.txt b/contract-nli/raw/1095558_0000944209-00-000518_document_3.txt deleted file mode 100644 index d70673ccf7aee8574e2b981c5cae69698c657846..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1095558_0000944209-00-000518_document_3.txt +++ /dev/null @@ -1,189 +0,0 @@ - - - Exhibit 10.18 - - - - AMENDED AND RESTATED - - MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT - - -This Amended and Restated Mutual Confidentiality and Non-Disclosure Agreement -("Agreement") is entered into as of March 1, 1998 between TWENTIETH CENTRUTY FOX -HOME ENTERTAINMENT, INC. ("Company") (collectively, "Parties"). This Agreement -amends and restates in its entirety the Mutual Confidentiality and Non- -Disclosure Agreement previously entered into by the Parties. The Parties will -provide each other with Confidential Information as defined below in connection -with one or more possible or actual transactions between the Parties (each a -"Transaction"). As a condition of one of the Parties or its agents or its -representatives furnishing Confidential Information ("Furnishing Party") to the -other of the Parties or its agents or its representatives receiving Confidential -Information ("Receiving Party"), the Receiving Party shall treat the -Confidential Information confidentially as set forth below. - -1. "Confidential Information" shall mean all non-public proprietary -information provided by the Furnishing Party to the Receiving Party, whether or -not marked or otherwise specifically designated as confidential. The term -"Confidential Information" does not include information which (i) becomes -generally available to the public other than as a result of a disclosure by the -Receiving Party, (ii) was available to the Receiving Party on a non-confidential -basis prior the Furnishing Party's disclosure to the Receiving Party, or (iii) -becomes available to the Receiving Party on a non-confidential basis from a -source other than the Furnishing Party, provided that such source is, to the -best of the Receiving Party's knowledge, not bound by a confidentiality -agreement with the Furnishing Party or otherwise prohibited from transmitting -the information to the Furnishing Party by a contractual, legal or fiduciary -obligation. - -2. It is understood that the Receiving Party may disclose any of the -Confidential Information to the Receiving Party's (and its subsidiaries' and -affiliates') directors, officers, employees, agents, representatives (including -attorneys and financial advisors), and prospective bank or institutional -lenders, (collectively, "Representatives") who require such material in -connection with a possible or actual Transaction (provided that such -Representatives shall be informed by the Receiving Party of the confidential -nature of the Confidential Information and shall agree to act in accordance with -the terms hereof). The Receiving Party agrees that the Confidential Information -of the Furnishing Party will be kept confidential by the Receiving Party and its -Representatives and, except with the specific prior written consent of the -Furnishing Party, or as expressly otherwise permitted by the terms hereof, will -not be disclosed by the Receiving Party or its Representatives. The Parties -further agree that the Receiving Party and its Representatives will not use any -of the Confidential Information for any reason or purpose other than in -connection with a possible or actual Transaction. - -3. Company acknowledges and agrees that certain Confidential Information is -extremely competitively sensitive for Fox ("Highly Confidential Information") -and shall therefore be subject to restrictions on disclosure additional to those -applicable to other Confidential Information. Highly Confidential Information -shall include the identity of Fox's actual and potential customers and vendors; -Fox's release schedules and sales trends; the prices and pricing policies of -Fox, its vendors and customers; all customer shipment, point-of-sale and returns -information; Fox's strategic planning information regarding system -implementation (including geographic implementation) and process improvement; -all distribution software used by and software development performed for Fox; -Fox's replenishment schedules and processes, inventory management schedules and -processes; and any other competitively sensitive Confidential Information -designated by Fox from time to time as "Highly Confidential Information". -Company shall limit disclosure of Highly Confidential Information to Company -employees. Company shall be responsible for any breach of this Agreement by any -such - - -1- - - -employee. Company shall not disclose Highly Confidential Information to any of -its consultants, or other vendors, or agents. - -4. In the event that the Receiving Party or any of its Representatives are -requested or required by applicable Federal or State law of the United States to -disclose any of the Confidential Information, it is agreed that the Receiving -Party or its Representative, as the case may be, will provide the Furnishing -Party with prompt notice of such request(s) so that it may seek an appropriate -protective order or other appropriate remedy and/or waive compliance by the -Receiving Party or its Representative with the provisions of the Agreement. In -the event that such protective order or other remedy is not obtained, or that -the Furnishing Party grants a waiver hereunder, the Receiving Party or such -Representative of the Receiving Party may furnish that portion (and only that -portion) of the Confidential Information which it is legally compelled to -disclose and will exercise its best efforts to obtain reliable assurance that -confidential treatment will be accorded any Confidential Information so -furnished. - -5. Without the prior written consent of Company, (i) neither Fox nor those of -its Representatives who are aware of the Confidential Information of Company -will initiate or cause to be initiated any communications with any employee of -Company concerning the Confidential Information, and (ii) none of Fox's -directors, officers or employees who are aware of the Confidential Information -will, for the two-year period from the date of the Agreement, solicit or cause -to be solicited for employment any employee of Company who is aware of the -Confidential Information of Company. - -6. Without the prior written consent of Fox, (i) neither Company nor those of -its Representatives who are aware of the Confidential Information of Fox will -initiate or cause to be initiated any communications with any employee of Fox -concerning the Confidential Information, and (ii) none of Company's directors, -officers or employees who are aware of the Confidential Information will, for -the two-year period from the date of the Agreement, solicit or cause to be -solicited for employment any employee of Fox who is aware of the Confidential -Information of Fox. - -7. Upon providing the Receiving Party with a specific list of the Confidential -Information to be returned to the Furnishing Party, the Receiving Party will -promptly deliver to the Furnishing Party or its Representatives, the -Confidential Information listed, together with all copies thereof, in the -possession of the Receiving Party or its Representatives, which was actually -furnished by the Furnishing Party to the Receiving Party. - -8. Although the Receiving Party understands that the Furnishing Party has -endeavored to include in the Confidential Information information known to it -which it believes to be relevant to a possible or actual Transaction, the -Receiving Party further understands that neither the Furnishing Party nor its -Representatives make any representation or warranty as to the accuracy or -completeness of the Confidential Information. The Receiving Party agrees that -neither the Furnishing Party nor its Representatives shall have any liability to -Receiving Party or its Representatives resulting from the use of the -Confidential Information by the Receiving Party or its Representatives. - -9. The provisions set forth in this Agreement may be modified or waived only -by a separate writing signed by the Parties expressly so modifying or waiving -such provisions. - -10. The Receiving Party hereby agrees to indemnify and hold harmless the -Furnishing Party from any damage, loss, cost or liability (including legal fees -and the cost of enforcing this indemnity) arising out of, or resulting from, any -unauthorized use or disclosure by the Receiving Party or its Representatives of -the Confidential Information. The Receiving Party also acknowledges that money -damages would be both incalculable and an insufficient remedy for any breach of -this Agreement by it or its Representatives and that any such breach would cause -the Furnishing Party irreparable harm. Accordingly, the Receiving Party also - - -2- - - -agrees that in the event of any breach of this Agreement, the Furnishing Party, -in addition to any other remedies at law or in equity it may have, shall be -entitled to equitable relief, including injunctive relief and specific -performance. - -11. It is understood and agreed that no failure or delay by either party in -exercising any right, power or privilege hereunder shall operate as a waiver -thereof, nor shall any single or partial exercise thereof preclude any other or -further exercise thereof or the exercise of any right, power or privilege -hereunder. - -12. The invalidity or unenforceability of any provision of this Agreement shall -not affect the validity of enforceability of any other provisions of this -Agreement, which shall remain in full force and effect. The parties hereby -acknowledge and agree that this Agreement and the rights and benefits thereof -shall be assigned by the party to any purchaser of a controlling share of equity -in that party. - -13. This Agreement shall be governed by and construed in accordance with the -laws of the State of California. - -14. The Parties hereby represent and warrant that the undersigned officer is -authorized to execute this Agreement on its behalf. - -By signing in the spaces provided below, Fox and Company have agreed to all of -the terms and conditions of this Agreement. - -TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC. - - - -By: /s/ Laura Cook - ------------------------- -Its: Senior Vice President - Legal and Business Affairs - Twentieth Century Fox Home Entertainment, Inc. - -ARTISAN HOME ENTERTAINMENT, INC. - - -By: /s/ Mark Curcio - ------------------------- -Its: CEO - - -3- \ No newline at end of file diff --git a/contract-nli/raw/1095563_0000950168-99-002585_document_2.txt b/contract-nli/raw/1095563_0000950168-99-002585_document_2.txt deleted file mode 100644 index de92bd10064fc9f07da6abefc069774a61da3b19..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1095563_0000950168-99-002585_document_2.txt +++ /dev/null @@ -1,235 +0,0 @@ - - Exhibit O - - MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT - (STANDARD RECIPROCAL) - - THIS AGREEMENT (the "Agreement") is made between MICROSOFT - CORPORATION, a Washington corporation, and Sylvan Learning Systems, Inc. - ("COMPANY") and entered into this 16th day of February, 1998. - ---- --------- -- - - In consideration of the mutual promises and covenants contained in - this Agreement, the mutual disclosure of confidential information to each - other, the parties hereto agree as follows: - - 1. Confidential Information and Confidential Materials - --------------------------------------------------- - - (a) "Confidential Information" means nonpublic information that - Disclosing Party designates as being confidential or which, under the - circumstances surrounding disclosure ought to be treated as confidential. - "Confidential Information" includes, without limitation, information - relating to released or unreleased Disclosing Party software or hardware - products, the marketing or promotion of any Disclosing Party product, - Disclosing Party's business policies or practices, and information received - from others that Disclosing Party is obligated to treat as confidential. - Confidential Information disclosed to Receiving Party by any Disclosing - Party Subsidiary and/or agents is covered by this Agreement. - - (b) Confidential Information shall not include any information that: - (i) is or subsequently becomes publicly available without Receiving Party's - breach of any obligation owed Disclosing Party; (ii) became known to - Receiving Party prior to Disclosing Party's disclosure of such information - to Receiving Party; (iii) became known to Receiving Party from a source - other than Disclosing Party other than by the breach of an obligation of - confidentiality owed to Disclosing Party; or (iv) is independently - developed by Receiving Party. - - (c) "Confidential Materials" shall mean all tangible materials - containing Confidential Information, including without limitation written - or printed documents and computer disks or tapes, whether machine or user - readable. - - 2. Restrictions - ------------ - - (a) Receiving Party shall not disclose any Confidential Information to - third parties for five (5) years following the date of its disclosure by - Disclosing Party to Receiving Party, except to Receiving Party's - consultants as provided below. However, Receiving Party may disclose - Confidential Information in accordance with judicial or other governmental - order, provided Receiving Party shall give Disclosing Party reasonable - notice prior to such disclosure and shall comply with any applicable - protective order or equivalent. - - (b) Receiving Party shall take reasonable security precautions, at - least as great as the precautions it takes to protect its own confidential - information, to keep confidential the Confidential Information. Receiving - Party may disclose Confidential Information or Confidential Material only - to Receiving Party's employees or consultants on a need-to-know basis. - Receiving Party will have executed or shall execute appropriate written - agreements with its employees and consultants sufficient to enable it to - comply with all the provisions of this Agreement. - - (c) Confidential Information and Confidential Materials may be - disclosed, reproduced, summarized or distributed only in pursuance of - Receiving Party's business relationship with Disclosing Party, and only as - otherwise provided hereunder. Receiving Party agrees to segregate all such - Confidential Materials from the confidential materials of others in order - to prevent commingling. - - (d) Receiving Party may not reverse engineer, decompile or disassemble - any software disclosed to Receiving Party. - - 3. Rights and Remedies - ------------------- - - (a) Receiving Party shall notify Disclosing Party immediately upon - discovery of any unauthorized use or disclosure of Confidential - Information and/or Confidential Materials, or any other breach of this - Agreement by - - - - - - Receiving Party, and will cooperate with Disclosing Party in every - reasonable way to help Disclosing Party regain possession of the - Confidential Information and/or Confidential Materials and prevent its - further unauthorized use. - - (b) Receiving Party shall return all originals, copies, reproductions - and summaries of Confidential Information or Confidential Materials at - Disclosing Party's request, or at Disclosing Party's option, certify - destruction of the same. - - (c) Receiving Party acknowledges that monetary damages may not be a - sufficient remedy for unauthorized disclosure of Confidential Information - and that Disclosing Party shall be entitled, without waiving any other - rights or remedies, to such injunctive or equitable relief as may be - deemed proper by a court of competent jurisdiction. - - (d) Disclosing Party may visit Receiving Party's premises, with - reasonable prior notice and during normal business hours, to review - Receiving Party's compliance with the terms of this Agreement. - - 4. Miscellaneous - ------------- - - (a) All Confidential Information and Confidential Materials are and - shall remain the property of Disclosing Party. By disclosing information to - Receiving Party, Disclosing Party does not grant any express or implied - right to Receiving Party to or under Disclosing Party patents, copyrights, - trademarks, or trade secret information. - - (b) If either party provides pre-release software as Confidential - Information or Confidential Materials under this Agreement, such pre- - release software is provided "as is" without warranty of any kind. - Receiving Party agrees that neither Disclosing Party nor its suppliers - shall be liable for any damages whatsoever relating to Receiving Party's - use of such pre-release software. - - (c) Any software and documentation provided under this Agreement is - provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the - Government is subject to restrictions as set forth in subparagraph - (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at - DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial - Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. - Manufacturer is Microsoft Corporation/One Microsoft Way/Redmond, WA - 98052-6399. - - (d) Both parties agree that they do not intend nor will they, directly - or indirectly, export or re-export (i) any Confidential Information or - Confidential Materials, or (ii) any product (or any part thereof), process - or service that is the direct product of the Confidential Information or - Materials to (A) any country that is subject to U.S. export restrictions - (currently including, but not necessarily limited to, Iran, Iraq, Syria, - Cuba, North Korea, Libya, and Sudan), or to any national of any such - country, wherever located, who intends to transmit or transport the - products back to such country; (B) to any end-user who either party knows - or has reason to know will utilize them in the design, development or - production of nuclear, chemical or biological weapons; or (C) to any - end-user who has been prohibited from participating in U.S. export - transactions by any federal agency of the U.S. government. - - (e) The terms of confidentiality under this Agreement shall not be - construed to limit either party's right to independently develop or acquire - products without use of the other party's Confidential Information. - Further, either party shall be free to use for any purpose the residuals - resulting from access to or work with such Confidential Information, - provided that such party shall maintain the confidentiality of the - Confidential Information as provided herein. The term "residuals" means - information in non-tangible form, which may be retained by persons who - have had access to the Confidential Information, including ideas, concepts, - know-how or techniques contained therein. Neither party shall have any - obligation to limit or restrict the assignment of such persons or to pay - royalties for any work resulting from the use of residuals. However, the - foregoing shall not be deemed to grant to either party a license under the - other party's copyrights or patents. - - (f) This Agreement constitutes the entire agreement between the parties - with respect to the subject matter hereof. It shall not be modified except - by a written agreement dated subsequent to the date of this Agreement and - signed by both parties. None of the provisions of this Agreement shall be - deemed to have been waived by any act or acquiescence on the part of - Disclosing Party, its agents, or employees, but only by an instrument in - writing signed by - - - - - - an authorized officer of Disclosing Party. No waiver of any provision of - this Agreement shall constitute a waiver of any other provision(s) or of - the same provision on another occasion. - - (g) If either party employs attorneys to enforce any rights arising out - of or relating to this Agreement, the prevailing party shall be entitled to - recover reasonable attorneys' fees. This Agreement shall be construed and - controlled by the laws of the State of Washington, and both parties further - consent to jurisdiction by the state and federal courts sitting in the - State of Washington. Process may be served on either party by U.S. Mail, - postage prepaid, certified or registered, return receipt requested, or by - such other method as is authorized by the Washington Long Arm Statute. - - (h) Subject to the limitations set forth in this Agreement, this - Agreement will inure to the benefit of and be binding upon the parties, - their successors and assigns. - - (i) If any provision of this Agreement shall be held by a court of - competent jurisdiction to be illegal, invalid or unenforceable, the - remaining provisions shall remain in full force and effect. - - (j) All obligations created by this Agreement shall survive change or - termination of the parties' business relationship. - - 5. Suggestions and Feedback - ------------------------ - - Either party may from time to time provide suggestions, comments or other - feedback to the other party with respect to Confidential Information - provided originally by the other party (hereinafter "Feedback"). Both - parties agree that all Feedback is and shall be entirely voluntary and - shall not, absent separate agreement, create any confidentiality obligation - for the Receiving Party. However, the Receiving Party shall not disclose - the source of any feedback without the providing party's consent. Feedback - shall be clearly designated as such and, except as otherwise provided - herein, each party shall be free to disclose and use such Feedback as it - sees fit, entirely without obligation of any kind to the other party. The - foregoing shall not, however, affect either party's obligations hereunder - with respect to Confidential Information of the other party. - - IN WITNESS WHEREOF, the parties hereto have executed this Agreement. - - - COMPANY: Sylvan Learning Systems,Inc. MICROSOFT CORPORATION - ----------------------------- - - Address: 1000 Lancaster St. By: /s/ * - -------------------------- --------------------------- - Baltimore, MD 21202 Name: * - ---------------------------------- ------------------------- - By: Steve Hoffman Title: * - ------------------------------- ------------------------ - Name: Date: 8-27-98 - ----------------------------- ------------------------- - Title: MS Contact: - ---------------------------- ------------------- - Date: 8/25/98 - ----------------------------- - -* Text omitted based upon request for confidential treatment. - - 1/15/97 LE911420.028 - diff --git a/contract-nli/raw/1096147_0001193125-08-206038_dex4.htm b/contract-nli/raw/1096147_0001193125-08-206038_dex4.htm deleted file mode 100644 index ab35d16c87aa5199829a652829bb8f29522d5b4f..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1096147_0001193125-08-206038_dex4.htm +++ /dev/null @@ -1,297 +0,0 @@ - -Nondisclosure Agreement - - - -

Exhibit 4

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT, dated as of July 22, -2008, is by and between Financial Investments Corporation (“Investor”) and Taylor Capital Group, Inc. (together with its wholly-owned subsidiary, Cole Taylor Bank, the “Company”).

WHEREAS, Investor has expressed an interest in discussing with the Company a possible financing transaction being considered by the Company (a -“Transaction”);

WHEREAS, in connection with such discussions, the Company may disclose Evaluation Material (as -defined below) to Investor; and

WHEREAS, the Company would not disclose the Evaluation Material to Investor, nor discuss with the -Investor the possibility of a Transaction, unless Investor executed and delivered this Agreement to the Company, and the Company may be irreparably harmed if Investor or any of its Representatives (as defined below) were to take any of the actions -prohibited under this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other -good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, intending to be legally bound, Investor and the Company hereby agree as follows:

1. Evaluation Material. For purposes of this Agreement, the term “Evaluation Material” shall mean any and all information -provided to Investor by or on behalf of the Company in connection with the Transaction whether in writing, orally, visually, electronically or in machine readable form, through demonstration or in any other manner, and shall include, without -limitation, any information regarding or relating to the Company’s operations, business opportunities, costs, finances, personnel, marketing and promotion plans, financial statements, financial information and business practices or policies, -and any other business information of the Company or the terms or existence of this Agreement, the Company’s consideration of a possible Transaction or any discussions between the parties with respect thereto, transmitted by or on behalf of the -Company to Investor in connection with the Transaction, whether prior to or after the execution and delivery of this Agreement and whether or not such information is marked “confidential”. The term “Evaluation Material” does not -include, and the obligations hereunder do not apply to, information, knowledge or data which (i) was in Investor’s or its Representatives’ (as defined below) possession prior to disclosure by the Company, or (ii) was or becomes -available to Investor or its Representatives on a non-confidential basis from a party other than the Company provided that such party is not known to Investor, after reasonable inquiry, to be under an obligation of confidentiality to the Company -with respect to such information, or (iii) at the time of disclosure or thereafter is generally available to the public (other than as a result of disclosure by Investor or its Representatives in violation of this Agreement), or -(iv) Investor can demonstrate has been independently developed by it or on its behalf without reliance on the Evaluation Material. All Evaluation Material transmitted by or on behalf of the Company shall remain the sole property of the Company. -

2. Use of Evaluation Material. The Evaluation Material will be used by Investor solely in connection with its evaluation of -a possible Transaction, and not for any other purpose whatsoever. The Evaluation Material will be kept confidential by Investor in accordance with the terms and conditions of this Agreement and will not be disclosed to any person, except that -Investor may disclose the Evaluation Material or portions thereof to those of its employees, officers, directors, partners, members, affiliates, accountants, attorneys, agents, consultants and advisors (these persons being collectively called -“Representatives”) who (a) need to know such information in order for Investor to be -

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-able to evaluate a possible Transaction and (b) have been directed by Investor to treat the Evaluation Material in accordance with the terms of this -Agreement. For the avoidance of doubt, the term “Representatives” as applied to Investor shall not include any potential principal, co-investor or source of equity financing that is not a party to this Agreement. Investor shall be -responsible for any breach of this Agreement by any of its Representatives. Neither Investor nor any of its Representatives shall, directly or indirectly, (x) market or use (other than as permitted by the Agreement) any Evaluation Material, -(y) reproduce or otherwise copy any Evaluation Material except in connection with the Transaction, or (z) disclose, sell, license, offer to sell or license or otherwise transfer or make available any Evaluation Material to any person other -than as otherwise permitted by this Agreement. Without limiting the generality of the foregoing, Investor will use all reasonable efforts to protect the confidentiality of Evaluation Material, including, without limitation, efforts commensurate with -those it employs for the protection of its own confidential and proprietary information. The term “person” as used in this Agreement will be interpreted broadly to include, without limitation, any agency, corporation, individual, -partnership, limited liability company, joint venture or other entity.

3. Exceptions. If Investor or its Representatives -receive a subpoena or other validly issued administrative or judicial process requesting Evaluation Material, or if Investor or its Representatives are requested or required to disclose any Evaluation Material under law, governmental order, judicial -order, regulatory or statutory requirement, discovery request, oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, Investor shall notify the Company reasonably promptly -following Investor or its Representatives first becoming aware of such requested disclosure, so that the Company may seek a protective order or other appropriate remedy or, in the Company’s sole discretion, waive compliance with the terms of -this Agreement. Furthermore, if the Company seeks such a protective order or other appropriate remedy in connection with a third-party request or requirement to disclose the Evaluation Material, Investor and its Representatives will not oppose such -efforts. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Agreement, and Investor or its Representatives are advised by legal counsel that they are legally compelled -to make such disclosures, Investor or its Representatives, as the case may be, (i) may without liability hereunder furnish only that portion of the Evaluation Material or other information regarding a possible Transaction that Investor or its -Representatives are advised by legal counsel is legally required, (ii) will give the Company notice of the disclosures to be made to the extent legally permissible and (iii) will, if applicable, request that confidential treatment be -accorded the Evaluation Material or other information regarding a possible Transaction so disclosed to the extent legally permissible; it being understood and agreed that there can be no such assurance that the tribunal or governmental or similar -authority will grant any such request.

4. No Warranty. ALL EVALUATION MATERIAL IS PROVIDED “AS IS,” AND THE -COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS MERCHANTABILITY OR FITNESS -FOR A PARTICULAR PURPOSE.

5. No Legal Obligation, Representation, or Warranty. The parties agree that, unless and until a -binding agreement is entered into between the Company and Investor with respect to the Transaction, neither the Company nor Investor will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any -other written or oral expression, except with respect to the matters specifically agreed to herein. Nothing contained in any discussions between Investor and the Company or in any Evaluation Material shall be deemed to constitute a representation or -warranty. Except for the matters set forth in this Agreement or in any such binding agreement, neither -

 

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-party shall be entitled to rely on any statement, promise, agreement, or understanding, whether oral or written, or any custom, usage of trade, course of -dealing, or conduct.

6. Return of Evaluation Material. At any time upon the written request of the Company, Investor will, -at its own expense, (i) reasonably promptly redeliver to the Company or, at the at Investor’s option, destroy all copies (including permanently erasing or deleting any electronic copies) of the Evaluation Material in the possession or -control of Investor or any of its Representatives and (ii) reasonably promptly destroy all analyses, notes, data, compilations, summaries, forecasts, studies or other documents and materials prepared by Investor or any of its Representatives in -connection with their evaluation and review of a possible Transaction that contain, reflect or are based upon or generated from, in whole or in part, any of the Evaluation Material. Upon the Company’s written request, Investor will confirm any -such destruction to the Company in writing. Notwithstanding the return or destruction of Evaluation Material, Investor will continue to be bound by its obligations of confidentiality hereunder respecting Evaluation Material, including without -limitation, with respect to oral Evaluation Material and their obligation not to use any Evaluation Material for any purpose other than as specifically permitted in this Agreement.

7. Non-Solicitation. For a period of eighteen months from the date of this Agreement, Investor will not, without the Company’s prior -written consent, directly or indirectly, solicit for purposes of employment, offer to hire or offer to enter into any contract with any executive officer of the Company with whom Investor has contact, or of whom Investor otherwise becomes aware, -during its discussions with the Company or its evaluation of a possible Transaction; provided, however, that this paragraph shall not prohibit Investor from engagement in any general advertising or general solicitation not targeted to the -Company’s employees; and provided, further, that Investor shall not be prohibited from soliciting or hiring any such employee whose employment has been terminated by the Company or its affiliates.

8. Standstill. For a period of eighteen months from the date of this Agreement, and except in connection with the Transaction, Investor -will not, directly or indirectly, and Investor will cause any person controlled by Investor not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to -acquire, directly or indirectly, any securities or property of the Company or any of its affiliates, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint -venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and -Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any of its affiliates, (iv) form, join or in any way participate in a “group” (within the -meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company or any of its affiliates, (v) otherwise act, alone or in concert with others, to seek to control or -influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) advise, assist or encourage any other person in connection with any of the -foregoing. Investor also agrees during such period not to (x) request the Company, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take any action that would reasonably be expected -to require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a Transaction, or (z) communicate with the Company’s stockholders (other than communications with any of the -officers of the Company, and any other employees of the Company designated by such officers, in the manner contemplated by this Agreement) regarding the subject matter of this Agreement.

 

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9. Acknowledgement. Investor acknowledges that it is aware, and that it will advise its -Representatives who receive the Evaluation Material, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer (and options, -warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

10. Public Disclosure. Each of the Company and Investor acknowledge and agree that it will not, and it will cause its respective employees, -representatives, affiliates and agents not to, publicly disclose, confirm or acknowledge the existence, or terms and conditions, of this Agreement, or the fact that the Company may be considering a possible Transaction with Investor, other than in a -press release approved by each party hereto or as otherwise specifically agreed in writing by the parties hereto, except to the extent the Company believes in good faith, after consultation with counsel, it is required by any law, rule or listing -requirement to make such disclosure, provided that the Company shall not identify the Investor or any of its affiliates by name without the Investor’s consent.

11. No License. Investor acknowledges and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to Investor or any of its Representatives to -any Evaluation Material, or to any copyrights, trademarks, service marks, patent rights, trade secrets, or other proprietary rights of the Company.

12. Third-Party Contacts. Neither Investor nor any of its Representatives shall knowingly contact any employee (other than the officers of the Company and other employees designated by such officers in the manner contemplated -by this Agreement), supplier or customer of the Company regarding the Transaction or the Company’s prospects, without the Company’s prior written consent.

13. No Commitment. Each of the Company and Investor understands and agrees that no contract or agreement or binding obligation providing for or with respect to any Transaction shall be created or deemed -to exist unless and until a definitive agreement has been executed and delivered with respect thereto, and that, unless and until a definitive agreement between the parties has been executed and delivered, no party has any legal obligation of any -kind whatsoever to enter into or pursue a Transaction by virtue of this Agreement or any other written or oral expression, whether before or after the execution of this Agreement.

14. Equitable Remedies. Investor hereby agrees that a failure to comply with any provision of this Agreement would cause the Company -irreparable harm and that monetary damages would be an inadequate remedy for an actual or threatened breach of this Agreement by Investor or any of its Representatives because of the difficulty of ascertaining the amount of damage that will be -suffered by the Company in the event that this Agreement is breached. Accordingly, the Company will be entitled to specific performance of this Agreement and injunctive or other equitable relief as a remedy for any such breach without proof of -actual damages. Investor further agrees to waive, and to use its reasonable efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Any such equitable remedy shall -not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company.

15. Authority. By signing below, each of the undersigned representatives of the parties hereto represents and warrants that he or she has full authority to execute this Agreement on his or her respective -party’s behalf and to bind his or her respective party to the terms of the Agreement.

 

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16. No Waiver. No course of action or failure to act by either party will constitute a -waiver by a party of any right or remedy under this Agreement, and no waiver by either party of any right or remedy under this Agreement will be effective unless made in writing.

17. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid -under applicable law. However, if any provision of this Agreement is prohibited or invalid under any applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder thereof -or any of the remaining provisions of this Agreement.

18. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall -be governed by, and construed in accordance with the laws of the State of Illinois, without reference to its conflicts of law principles. Each party consents to the jurisdiction of the state or federal courts in Cook County, Illinois, which will be -the sole venue for resolution of all disputes related to this Agreement. THE PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

19. Entire Agreement; Successors and Assigns. This Agreement constitutes the entire agreement and understanding between Investor and the -Company regarding the matters set forth herein, and no representations or promises have been made that are not fully set forth herein. This Agreement shall be binding solely on and inure to the benefit of the parties hereto and their respective -successors and assigns.

20. Counterparts; Facsimile Transmission. This Agreement may be executed in multiple counterparts, -each of which shall serve as an original, but all of which shall constitute but one agreement. For purposes of executing this Agreement, any signed documents transmitted by facsimile machine with automatic confirmation of receipt shall be treated in -all manner and respects as an original document. The signature of any party transmitted by facsimile machine shall be considered to be an original signature and any such document shall be considered to have the same binding legal effect as an -original document executed, delivered and exchanged between the parties. At the request of any party, any executed document delivered by facsimile machine shall be re-executed by all parties in a “hard-copy” form. The parties hereto hereby -agree that none of them shall raise the use of a facsimile machine for the transmission of signatures as a defense to this Agreement and each such party hereby waives such defense.

IN WITNESS WHEREOF, each of the undersigned has caused this Non-Disclosure Agreement to be executed by its duly authorized representative. -

 

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Financial Investments Corporation
By: /s/ HARRISON I. STEANS
 

Name: Harrison I. Steans

Title: Chairman of the -Executive Committee

 

 

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TAYLOR CAPITAL GROUP, INC.
By: /s/ BRUCE W. TAYLOR
 

Bruce W. Taylor

Chief Executive -Officer

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Amendment

This Amendment (this “Amendment”), dated as of September 4, 2008, to the Agreement (the “Agreement”), dated as of July 22, 2008, by and between Financial Investments -Corporation (“FIC”), and Taylor Capital Group, Inc. (together with its wholly-owned subsidiary, Cole Taylor Bank, the “Company”).

WHEREAS, on the date hereof, the Company is entering into a Securities Purchase Agreement dated as of September 4, 2008 (the “Securities Purchase Agreement”) with each of the investors listed on -the Schedule of Buyers attached thereto; and

WHEREAS, in connection with the execution of the Securities Purchase Agreement, the FIC and -the Company wish to amend the Agreement as provided herein.

1. The parties hereto agree that Section 8 of the Agreement is hereby -amended and restated to read as follows:

8. Standstill. (a) Until January 22, 2010, and except as -contemplated by the Transactions (as defined in the Securities Purchase Agreement) and except for the acquisition of up to 500,000 additional shares of Common Stock in the aggregate from time to time after the date hereof, FIC and its Affiliates -will not, directly or indirectly, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any Voting Securities of the -Company if such acquisition would result in the beneficial ownership (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of FIC when added to the beneficial ownership of each Affiliate (in each case -without duplication) being in the aggregate 20% or more of the outstanding Voting Securities of the Company immediately following such acquisition, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, -business combination, partnership, joint venture or other similar transaction involving the Company, (iii) make, or in any way participate in, any “solicitation” of “proxies” in an “election contest” (as such terms -are used in the proxy rules of the Securities and Exchange Commission) or otherwise solicit proxies in opposition to any proposal at a Stockholders Meeting the approval of which is recommended by the Board of Directors of the Company, -(iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) representing beneficial ownership of in excess of 20% of the outstanding Voting -Securities of the Company in connection with any of the foregoing clauses (i) through (iii), (v) publicly disclose any intention, plan or arrangement inconsistent with the foregoing, or (vi) advise, assist or encourage any other -person in connection with any of the foregoing. FIC also agrees during such period not to request the Company, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).

(b) Notwithstanding the foregoing, the parties hereto agree that: (i) the restrictions contained in this Section 8 shall no -longer be applicable upon the occurrence of a Significant Event (as defined below); (ii) nothing in this Section 8 shall prohibit or restrict any actions taken or not taken by Harrison I. Steans, -

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-Jennifer W. Steans or any other director or Executive Committee member of the Company in his or her capacity as such; (iii) nothing in this -Section 8 shall prohibit or restrict any person or entity from taking any actions if and to the extent such actions are solely in the exercise of its rights under the Transaction Documents (as defined in the Securities Purchase Agreement) or as -a holder of preferred stock of the Company, including, without limitation, converting the preferred stock into common stock, nominating directors or granting or withholding of consents or approvals; (iv) nothing in this Section 8 shall -prohibit or restrict any person or entity from voting or withholding from voting at any annual or special meeting of the Company’s stockholders or granting or withholding consent or approval; (v) nothing in this Section 8 shall -prohibit or restrict any person or entity from taking any actions to the extent required or permitted by a contractual obligation with the Company or by law (including applicable securities law rules and regulations); and/or (vi) nothing in -this Section 8 shall prohibit or restrict any person or entity from disclosing any of the foregoing on a Schedule 13D, Form 4 or any amendments thereto to the extent required by applicable law, rule or regulation.

(c) For purposes of this Section 8, (i) a “Significant Event” shall mean any of the following involving the -Company: (x) any person or group acquires or publicly offers to acquire, directly or indirectly, beneficial ownership of Voting Securities of the Company representing 50% or more of the voting power represented by the then outstanding Voting -Securities of the Company, (y) any person or group (other than the FIC and affiliates thereof) publicly announces its desire to enter into an Acquisition Transaction with the Company, or (z) the Company enters into an agreement with -respect to any Acquisition Transaction; (ii) “Voting Securities” means any securities entitled to be voted generally in the election of directors of any person or any direct or indirect options or other rights to acquire any -such securities; (iii) an “Acquisition Transaction” shall mean any merger, sale or other business combination or transaction pursuant to which the outstanding Voting Securities of the Company would be converted into cash or -securities of any other person or 50% or more of the voting power represented by the then outstanding Voting Securities of the Company would be owned by persons other than current holders of Voting Securities of the Company, or which would result in -all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, being transferred to any person or group; and (iv) “Affiliates” means each of Harrison I. Steans and Jennifer W. Steans.

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2. This Amendment shall not constitute a waiver, amendment or modification of any other provision of the Agreement not expressly referred to herein. -Except as expressly amended or modified herein, the provisions of the Agreement are and shall remain in full force and effect.

3. This -Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall be deemed to be one and the same instrument.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties hereto on the date -first written above.

 

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FINANCIAL INVESTMENTS CORPORATION
By: /s/ JENNIFER W. STEANS
 

Name: Jennifer W. Steans

Title: -President

By: /s/ HARRISON I. STEANS
 

Name: Harrison I. Steans

Title: Chairman of the -Executive Committee

TAYLOR CAPITAL GROUP, INC.
By: /s/ BRUCE W. TAYLOR
 

Name: Bruce W. Taylor

Title: Chief Executive Officer -

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page of Amendment to Non-Disclosure Agreement]

- - - \ No newline at end of file diff --git a/contract-nli/raw/1096182_0001144204-06-021678_v043804_ex10-3.txt b/contract-nli/raw/1096182_0001144204-06-021678_v043804_ex10-3.txt deleted file mode 100644 index b69901af8055615b90f8c318cf22b9cd3c05c0ae..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1096182_0001144204-06-021678_v043804_ex10-3.txt +++ /dev/null @@ -1,258 +0,0 @@ - - - APPENDIX 4 - - NON-DISCLOSURE AGREEMENT - - THIS NON-DISCLOSURE AGREEMENT (the "Agreement") made this 18th day of -November, 2005, by and between Yale University School of Medicine, a nonprofit, -educational corporation, organized and existing under the laws of the State of -Connecticut, with an office located at Yale University School of Medicine, -having its principal office at 47 College Street, Suite 203, New Haven, -Connecticut (hereinafter, the "Pilot Site") and Advanced BioPhotonics Inc., a -corporation organized and existing under the laws of the State of Delaware , -with its principal office at 125 Wilbur Place, Suite 120, Bohemia, New York -(hereinafter, the "ABP") and the parties hereby agree as follows: - - 1. The parties intend to pursue a Pilot Study to test its functionality, -performance and reliability to determine the applicability of this technology to -plastic surgery applications, which will be carried out by Dr. Yuan Liu -utilizing ABP's BioScanIR(R) system consisting of the following elements: (i) -system hardware components: infrared camera, mobile cart, computer workstation, -camera power supply, universal power management unit, temperature controller and -black body; (ii) proprietary DIRI(R) software for control of system components, -data acquisition, data processing, data archiving and reporting; and (iii) -applications software packages (hereinafter, collectively referred to as the -"System") as further defined in the Pilot Site Agreement between the parties -(hereinafter referred to as the "Pilot Study"), and in the course of which the -parties may exchange Proprietary Information, as hereinafter defined. The -parties further desire to protect such Proprietary Information from unauthorized -disclosure and use under the terms and conditions herein. - - 2. For purposes of this Agreement, Proprietary Information shall mean, -without limitation, computer programs, code, algorithms, names and expertise of -employees and consultants, formulas, processes, inventions, schematics and other -technical, business, financial, pricing and product development plans, forecasts -and strategies, together with any analysis or tangible embodiments of the -Disclosing Party's Proprietary Information created by the Receiving Party. -Proprietary Information shall be designated as such in writing by the Disclosing -Party by appropriate legend or stamp, or, if first disclosed in a non-written or -other non-tangible form, Proprietary Information shall be identified by the -Disclosing Party at the time of disclosure as being disclosed in confidence and -shall be reduced to tangible form and marked as confidential or proprietary and -such tangible form shall be delivered to the Receiving Party within thirty (30) -days after the date of first disclosure. During the above stated thirty-day -period such Proprietary Information shall be protected in accordance with the -terms of this Agreement. Proprietary Information shall further include any -information or data that evidence, record, derive from or reveal any Proprietary -Information. Notwithstanding the foregoing, the components of the System are -hereby deemed to be Proprietary Information and as such are protected in -accordance with the terms of this Agreement. - - 28 - - - 3. The Receiving Party shall preserve Proprietary Information received -from the Disclosing Party in confidence by exercising at least the same degree -of care used to restrict disclosure and use of the Receiving Party's own similar -confidential information, but at least a reasonable degree of care, and shall -refrain from disclosing such Propriety Information to its employees not involved -in the Pilot Study, its consultants, representatives, or agents ( the -"Affiliates") or to any third party without written authorization from the -Disclosing Party. This Agreement shall be construed to bind and impose -obligations upon any other divisions, subsidiaries, business units, and/or -affiliated companies of the Receiving Party that receive access to the -Proprietary Information of the Disclosing Party. The Receiving Party shall -ensure that all copies of Proprietary Information stored electronically on its -server, tape backup or on the hard drives of computers used by its Affiliates in -connection with the Pilot Study have been permanently deleted and Receiving -Party shall certify such deletion in writing to the Disclosing Party. Receiving -Party will ensure that all of its Affiliates sign a Non-Disclosure Agreement -containing confidentiality restrictions at least as restrictive as those set -forth in this Agreement. - - 4. The Receiving Party shall use Proprietary Information received from the -Disclosing Party solely for the purposes set forth in Paragraph 1. Any other use -of the Proprietary Information is explicitly forbidden. This restriction shall -survive termination of this Agreement. - - 5. This Agreement shall not restrict disclosure or use of Proprietary -Information that is: - - A. Now, or hereafter becomes, through no act or failure to act on the - part of Receiving Party, generally known or available; or - - B. Known by the Receiving Party at the time of receiving such - information as evidenced by records of the Receiving Party; or - - C. Hereafter furnished to the Receiving Party, as a matter of right and - without restriction on disclosure, by a third party who had not - received any Proprietary Information from the Disclosing Party or - the Receiving Party; or - - D. is approved by the disclosing party for disclosure without - restriction in a written document which is signed by a duly - authorized officer of such disclosing party; or - - E. Independently developed by the Receiving Party by persons who did - not have access to the Disclosing Party's information and without - breach of this Agreement. - - 6. The Receiving Party may disclose the Disclosing Party's Proprietary -Information to the extent required to be disclosed pursuant to final court -order; provided, however, that the Receiving Party: (i) immediately notifies the -Disclosing Party upon its receipt of any court order or other document that -requests or demands disclosure of Proprietary Information; and (ii) assert the -privileged and confidential nature of the Proprietary Information against the -third party seeking disclosure; and (iii) cooperate fully with the Disclosing -Party in protecting against any such disclosure and/or obtaining a protective -order narrowing the scope of such disclosure of the Proprietary Information. In -the event that such protection against disclosure is not obtained, the receiving -party will be entitled to disclose the Proprietary Information, but only to the -extent necessary to legally comply with such compelled disclosure and to have -such required disclosure made under a protective secrecy order. - - 29 - - - 7. The Receiving Party shall notify the Disclosing Party in writing -immediately upon discovery of any unauthorized use or disclosure of Proprietary -Information, and will reasonably cooperate with the Disclosing Party to regain -possession of the Proprietary Information and prevent its further unauthorized -use. - - 8. Proprietary Information shall remain the property of the originating -party. Neither this Agreement nor any exchange of Proprietary Information -hereunder shall be construed as granting any right or license under any -copyright, invention, or patent now or hereafter owned or controlled by either -party. Each party shall use and rely upon Proprietary Information received from -the other at its sole risk and expense. - - 9. All notices, instructions, requests, authorizations, consents, demands -and other communications hereunder shall be in writing and shall be sent by -facsimile, overnight courier or registered airmail, postage prepaid, addressed -as follows: - - For Pilot Site: - - Yale Plastic and Reconstructive Surgery - Department of Surgery - Yale School of Medicine - 333 Cedar Street (BB-330) - P.O. Box 208041 New Haven, Connecticut 06520-8041 - - Attention: Dr. Yuan Liu/Dr. John Persing - - Facsimile: 203-785-5714 - - For ABP: - - Advanced BioPhotonics Inc. - 125 Wilbur Place, Suite 120 - Bohemia, New York 11716 - - Attention: Kevin Healy, General Counsel - - Facsimile: 631-244-7960 - - 30 - - -Either party hereto may change its address by a notice given to the other party -hereto in the manner set forth above. Notice given by mail shall be considered -to have been given five (5) days after the mailing thereof, and notices given by -facsimile shall be considered to have been given when received. - - 10. This Agreement may be terminated by either party upon thirty (30) days -written notice to the other. Unless thus earlier terminated, this Agreement -shall terminate upon completion of the Pilot Study. The confidentiality -obligations under this Agreement will survive termination of this Agreement for -a period of three (3) years. - - 11. Upon termination, the Receiving Party shall cease use of the -Disclosing Party's Proprietary Information, and shall destroy all Proprietary -Information, including without limitation, reports, analyses, e-mails or any -other derivative embodiments of the Proprietary Information, , together with all -copies thereof, in its possession or control and furnish the Disclosing Party -with written certification of destruction. Alternatively, at the request of the -Disclosing Party, the Receiving Party shall return all such Proprietary -Information, including without limitation, reports, analyses, e-mails or any -other derivative embodiments of the Proprietary Information, together with all -copies thereof to the Disclosing Party. The Receiving Party shall ensure that -all copies of Proprietary Information stored electronically on its server, tape -backup or on the hard drives of computers used by Receiving Party's Affiliates -in connection with the Pilot Study have been permanently deleted and Receiving -Party shall certify such deletion in writing to the Disclosing Party. - - 12. Each party shall bear all costs and expenses incurred by it under or -in connection with this Agreement, provided, however, that the prevailing party -in any litigation commenced to enforce or construe the terms of this Agreement -shall be entitled to collect from the other party the costs of such litigation, -including reasonable attorneys' fees. Nothing in this Agreement shall be -construed as an obligation by either party to enter a contract, subcontract, or -other business relationship with the other party in connection with the Pilot -Study. - - 13. The Receiving Party hereby acknowledges and agrees that in the event -of any breach of this Agreement by the Receiving Party, including, without -limitation, the actual or threatened disclosure of the Disclosing Party's -Proprietary Information without the prior express written consent of the -Disclosing Party, the Disclosing Party will suffer an irreparable injury, such -that no remedy at law will afford the Disclosing Party with adequate protection -against, or appropriate compensation for, such injury. The Receiving Party -hereby agrees that the Disclosing Party may be entitled to specific performance -of the Receiving Party's obligations under this Agreement, as well as further -relief (injunctive or otherwise) as may be granted by a court of competent -jurisdiction. - - 14. This Agreement shall be governed by and interpreted in accordance with -the laws of the State of Connecticut and shall be enforceable in the courts of -that state. - - 15. This Agreement contains the entire understanding between the parties, -superseding all prior or contemporaneous communications, agreements and -understandings between the parties with respect to the exchange of Proprietary -Information in connection with the Pilot Study. - - 31 - - - 16. If any part, term or provision of this Agreement shall be held -illegal, unenforceable, or in conflict with international law or any law of a -federal, state or local government having jurisdiction over this Agreement, the -validity of the remaining portions of this Agreement shall not be affected -thereby. - - 17. This Agreement may be executed in two (2) or more counterparts, each -of which shall be deemed an original, but all of which together shall constitute -one and the same instrument. - - IN WITNESS WHEREOF, each party has caused this Agreement to be executed in -duplicate originals by its duly authorized representative. - -YALE UNIVERSITY ADVANCED BIOPHOTONICS INC. -SCHOOL OF MEDICINE - -By: By: - ---------------------------------- ----------------------------- -Name: Penrhyn E. Cook Name: Denis A. O'Connor - -Title: Executive Director Title: President and CEO - Grant and Contract Administration - -YALE UNIVERSITY -SCHOOL OF MEDICINE - -By: - ---------------------------------- -Name: Dr. John Persing - -Title: Principal Investigator - -By: - ---------------------------------- -Name: Dr. Yuan Liu - -Title: Principal Investigator - - 32 diff --git a/contract-nli/raw/1100182_0001107049-00-000014_document_23.txt b/contract-nli/raw/1100182_0001107049-00-000014_document_23.txt deleted file mode 100644 index 060d3cbd9d19106645752d2a56dd8c8221324c93..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1100182_0001107049-00-000014_document_23.txt +++ /dev/null @@ -1,150 +0,0 @@ -NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT - - This Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to -as the "Agreement" is made this 6th of February, 1999 by and between High Speed -Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties -hereto may be referred to hereinafter as the "Parties", shall include both -disclosing party and informed party without prejudice. - - Whereas, the Parties wish to associate themselves for the purpose of working -together for their individual and common benefit. - - Now, therefore, in consideration of the representations, agreements, -promises and covenants contained herein and other good and valuable -consideration, the receipt and sufficiency of which is hereby acknowledged, the -Parties agree as follows: - - 1. The Parties agree to abide by the following rules of non-circumvention -and non-disclosure for a period of Two years from the effective date hereof. -Such covenant and agreement shall survive termination of this Agreement for any -reason whatsoever. - - a) Each Party, for itself and its associates as defined below, -represents and warrants that it shall not conduct business with any sources or -contacts, or said source's or contact's associates as defined below, that are -originally made known and/or available by another Party hereto, at any time or -in any manner, without the express written permission (not to be unreasonably -withheld) of the Party who made the source(s) known and/or available. - - b) For purposes of this Agreement, the term "associates" or "contacts" -shall be defined as: in the case of a business entity its officers, directors, -affiliates, subsidiaries, associated entities, and any other business entity in -which the business entity owns five percent (5%) or more of the outstanding -equity interest. - - c) The Parties will maintain complete confidentiality regarding this -Agreement and all transactions occurring thereunder, each other's business, -business sources and affiliates and each other's propriety knowledge and -know-how, and will disclose such information only pursuant to the express -written permission of the party who made such information available save where -such information deemed to be in the public domain or under the order of a -competent Court or Government Agency. - - d) This Agreement and each additional agreement concluded or written or -verbal disclosure made between the Parties, shall be kept confidential and is -not to be reproduced, communicated or distributed in any manner whatsoever -except on a "need to know" basis to persons directly involved with the closing -of any transaction contemplated between the Parties, or legal counsel of a -Party. - - e) It is understood and agreed that by reason of this "Agreement" the -"Parties" that are involved during the course of business transactions may learn -from one another, or from the principals the names, addresses, telephone numbers - - - -of lenders, agents, brokers, clients or others hereafter referred to as -"Contracts" and or "Associates". - - f) It is understood and agreed that the "Contracts" of each party -hereto are and shall be recognized as exclusive and valuable "Contracts" and -that the parties will not directly or indirectly negotiate or participate in any -transaction circumventing the party who first provided the "Contract". - - 2. The Agreement is valid and effective for all purposes, business, -communications, negotiations, disclosures and transactions of whatever nature -between the Parties for a period of two (2) years from the effective date -hereof. - - 3. Each Party represents, warrants and covenants that all information -furnished by said party, or to be furnished by said Party, or to any other Party -or Parties hereto is, or will be, true, complete, correct and accurate to best -of said Party's knowledge, ability and belief. - - 4. In the event of circumvention by the "Parties" involved in this -transaction, either directly or indirectly, it is agreed and guaranteed that a -monetary penalty will be paid by the person or persons engaged in or -circumvention. This payment will additionally include all reasonable legal -expenses incurred by the aggrieved party. - - 5. This Agreement contains the entire and complete understanding existing -between the Parties of the date of its execution regarding the subject matters -contained herein, and all former representations, promises or covenants, whether -written or verbal, are null and void. - - 6. This Agreement may be modified only by written agreement duly executed by -all Parties hereto. - - 7. This Agreement shall be binding upon, and inure to the benefit of the -heirs, legal representatives, successors, designees, and/or assigns of the -Parties. The executor, administrator, or personal representative of a deceased -party shall execute and deliver any document(s) or legal instrument(s) necessary -or desirable to carry out the provisions hereof. - - 8. Any written notice required or allowed to be given hereunder shall be -deemed to have been duly and properly given and delivered (a) as of the date -actually hand delivered to the Party to be charged with receipt. - - 9. Any copy of this Agreement, or any other documents executed and/or signed -by any of the Parties hereto, and sent to another Party hereto by facsimile -transmission carries the full force and effect as if it were the hand delivered -original. - - 10. This Agreement was negotiated and prepared jointly by all Parties -hereto, and each Party acknowledges that they have had ample opportunity to -consult legal, financial and other counsel concerning all aspects, terms and - - 2 - - - -condition of this Agreement. This Agreement may be executed in multiple -counterpart copies, each of which shall be deemed a duplicate original. - - 11. No party shall be considered or adjudged to be in violation of this -Agreement when the violation is due to situations beyond the said party's -control, such as acts of God, civil disturbances, theft, or said Party's -connections having prior knowledge or possession of privileged information, -contacts, or contacts without the disclosure, intervention or assistance of said -party or aid Parties associates as defined herein. Essentially, the spirit -behind this Agreement is one of mutual trust, confidence and reliance upon each -party to do what is fair and equitable. - - 12. This Agreement is a full recourse agreement concluded under the laws of -Pennsylvania and said forum shall be applicable law covering the construction, -interpretation, execution, validity, enforceability, performance, and any other -such matters in respect to this Agreement, including any breach or claim of -breach hereof. - - 13. This Agreement shall be governed by law and construed to be in -accordance with the laws of the State of Pennsylvania applicable to contracts -made and to be performed solely in such State by parties thereof. Any dispute -arising out of this Agreement shall be adjudicated in arbitration under the -rules of the American Arbitration Association. The prevailing party in any -dispute shall be reimbursed reasonable attorneys fees. - - IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" ON -THE DATES SET FORTH BELOW. - - Agreed, executed and acknowledged on 2/9/99 , 1999 - - -/s/ Michael M. Cimino /s/ Richard Seifert 02/08/99 ---------------------------------- -------------------------------- -Mike Cimino for High Speed Net Richard Seifert for R J Seifert -Solutions Enterprises - - - - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1100772_0001038838-02-000125_ex1032sb2no5.txt b/contract-nli/raw/1100772_0001038838-02-000125_ex1032sb2no5.txt deleted file mode 100644 index dc0a3be59c50e93fe0571432a82b9b6673edf35d..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1100772_0001038838-02-000125_ex1032sb2no5.txt +++ /dev/null @@ -1,120 +0,0 @@ - - APPENDIX "A" - -THIS MUTUAL NON-DISCLOSURE AGREEMENT is made and entered into this the 7th day -of November 2001. - -BETWEEN: SMART CHIP TECHNOLOGIES, LLC - a corporation incorporated under the laws of the United States - of America - -AND: CONSUMER ECONOMIC OPPORTUNITIES INC. - a corporation incorporated under the Canada Business - Corporations Act - -WHEREAS, the Parties are desirous of exchanging information relating to -confidential and more specifically relating, but not limited, to technical data, -marketing, business information, and pricing, all for the purpose of exploring -future potential business relationships to the mutual benefit of both Parties -hereto. - -It is anticipated that each of the undersigned Parties shall, from time to time, -disclose to the other Party certain technical or business information. With -respect to all such information, including any reports or other documents -resulting from such exchange of information between the Parties. Each of the -Parties agree to the following terms: - -1. "Confidential Information" means all information provided by either - Party in writing or visual form which Party desires to protect from - disclosure and which is marked with an appropriate stamp or legend - designating such material as "Confidential"; and all information - provided orally by a Party which that Party desires to protect from - disclosure provided that such information is identified as Confidential - at the time it is transmitted and is subsequently confirmed as such in - writing by the disclosing Party within fifteen (15) days after such - verbal transmittal. - -2. For a period of five (5) years following the date of each such - disclosure or development the receiving Party shall maintain such - Confidential Information as confidential, except: - - (a) Confidential Information which is or becomes known publicly - through no fault of the receiving Party; or - - (b) Confidential Information learned by the receiving Party from a - third party entitled to disclose it; or - - (c) Confidential Information already known to the receiving Party - before receipt from the disclosing Party as shown by the - receiving Party's written records; or - - (d) Confidential Information which is independently developed by - the receiving Party as shown by the receiving Party's written - records; or - - (e) Confidential Information which must be disclosed under - operation of law. - - (f) Confidential Information which is approved for release by - written authorization of the disclosing Party - -3. The receiving Party shall not, without prior written permission of the - disclosing Party, furnish to any third Party any information, equipment - or material embodying or made by use of any Confidential Information - - - -7- - - received or developed hereunder nor use such information for purposes - other than internal evaluation so long as such Confidential Information - must be maintained confidential. All Confidential Information in - tangible form, and any copies thereof, disclosed hereunder, shall be - promptly returned to the disclosing Party at the disclosing Party's - written request, or destroyed at the disclosing Parties request - provided that confirmation of destruction is given to the disclosing - Party. - -4. The receiving Party shall protect the disclosed Confidential - Information by using the same degree of care, but no less than a - reasonable degree of care, to prevent the unauthorised use, - dissemination or publication of the Confidential Information. - -5. In the event of any breach or threatened breach by the receiving Party - of its obligations hereunder, the disclosing Party shall have whatever - rights and remedies are available to it at law or in equity, provided, - however, that in no event shall either Party be liable for any - consequential damages of any nature whatsoever. - -6. This Agreement shall not be construed as granting or conferring any - rights to license or otherwise, expressly, implied, or otherwise for - any invention, discovery or improvement made, conceived or acquired - prior to or after the date of this Agreement. - -7. Neither Party shall disclose Confidential Information nor assign work - hereunder to anyone other than the receiving Party's employees who have - agreed in writing to maintain the Confidential Information as - confidential and to execute all documents deemed reasonably necessary - by the disclosing Party to permit compliance with all provisions of - this Agreement. - -8. Nothing contained in this Agreement shall constitute a commitment by - either Party to the development or release of any future products - and/or programs disclosed thereby or restrict either Party in its - efforts to improve its existing products and systems and to conceive - and develop new products and systems. Additionally, participation in - the information exchange pursuant to this Agreement shall not - constitute or imply a commitment by either Party to favour or recommend - any product or service of the other Party. - -IN WITNESS WHEREOF, the Parties hereto have respectively caused this Mutual -Non-disclosure Agreement to be executed by their duly authorized officers at the -date first mentioned above. - -Consumer Economic Opportunities Inc. SMART CHIP TECHNOLOGIES, LLC - - - -By: /s/ David Vaters By: /s/ Jim Williams - ---------------------------- ------------------------- - Name: David Vaters Name: - Title: President, CEO Title: President & CEO \ No newline at end of file diff --git a/contract-nli/raw/1101204_0001085037-00-000208_0015.txt b/contract-nli/raw/1101204_0001085037-00-000208_0015.txt deleted file mode 100644 index b1a72841462ba54197e27c335ebd54f39db93e09..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1101204_0001085037-00-000208_0015.txt +++ /dev/null @@ -1,161 +0,0 @@ -ENTERA - - MUTUAL NON-DISCLOSURE AGREEMENT - - -This Agreement is entered into by and between ENTERA INC., a Delaware -Corporation ("Entera") with its principal place of business at 40971 -Encyclopedia Circle, Fremont CA 94538 and , located at - ------------- - ("Disclosee"). - -------------- - - BACKGROUND - -Entera and desire to enter into discussions of business matters of -mutual interest in the course of which either or both of said Parties -("Disclosing Party") may disclose certain of its proprietary and confidential -information to the other Party ("Receiving Party"). It is anticipated that: - -Entera will be: - - a Disclosing Party a Receiving Party X Both - - will be: - - a Disclosing Party a Receiving Party X Both - -The specific purpose of the discussions and the disclosure of proprietary and -confidential information is: - -TO DISCUSS BOTH 'S AND ENTERA'S BUSINESS STRATEGY, BUSINESS MODELS, -TECHNICAL SOLUTIONS AND CONFIDENTIAL INFORMATION IN SUPPORT OF DISCUSSIONS -CONCERNING A POTENTIAL STRATEGIC RELATIONSHIP, MARKETING ALLIANCE, JOINT -DEVELOPMENT EFFORT, OR PRODUCT/SERVICE INTEROPERABILITY AND TO DISCUSS OTHER -BUSINESS OPPORTUNITIES, BOTH SHORT AND LONG TERM. - - -The proprietary and confidential information to be supplied under the provisions -of this Agreement relates to the subject of: -BUSINESS MODELS, STREAMING, CACHING, AUTHORING TOOLS, LOGGING, STRATEGIC -PARTNERSHIPS AND CONTENT MANAGEMENT SYSTEMS. BOTH WILL DISCUSS PLANS FOR -MARKETING AND DEVELOPMENT PLANS, PRICE AND COST DATA, PRICE AND FEE AMOUNTS, -FINANCIAL MODELS, BUSINESS CASES, MARKETING TECHNIQUES AND METHODS OF OBTAINING -BUSINESS, FORECASTS AND FORECAST ASSUMPTIONS AND VOLUMES, AND FUTURE PLANS AND -POTENTIAL STRATEGIES WHICH HAVE BEEN DISCUSSED OR ARE BEING DISCUSSED. - - - AGREEMENT - -The Parties agree as follows: - -1. Information: As used herein the term "Information" includes any and -all technology, information, knowledge or data whether oral, written, in a -physical form or otherwise, which is disclosed for the purpose set forth above -and which is identified by the Disclosing Party at the time of disclosure as -being proprietary and/or confidential. "Data" includes notes, designs, -drawings, documentation, flow charts, writings, specifications, memoranda, -computer software and other similar data. To be covered hereunder, Information -disclosed in writing must be marked "proprietary", "confidential", or by words -of similar import. Information disclosed orally or visually and identified at -the time as proprietary or confidential shall be covered hereunder if it is -reduced to writing, marked as provided herein, and transmitted to Receiving -Party within thirty (30) days after disclosure. - -2. The Receiving Party agrees: - - a. that with respect to Information, a confidential relationship is -established between the Parties, and that Receiving Party shall use Information -only for the purpose set forth above; - -b. to treat Information as confidential and to exercise no less care in its -protection than Receiving Party uses in protecting its proprietary and -confidential Information, or if Receiving Party has established no such standard -of care, then Receiving Party shall exercise such care as the Disclosing Party -observes to protect Information; - - - -c. to restrict dissemination of Information within its organization to -employees having a need to know in connection with the purpose of the disclosure -set forth above, and to ensure that such employees are informed of the -proprietary and confidential nature thereof and that they agree to and observe -the requirements of confidentiality set forth herein; - - d. not to disclose Information to any other party without the written -authorization of Disclosing Party; - - e. not to duplicate Information without the express written permission -of Disclosing Party; - - f. to return or destroy Information which is in written or physical -form, together with any and all copies, negatives, or reproductions or -derivative works in any media, promptly upon request of Disclosing Party or upon -termination or completion of the Agreement. - -3. Disclosing Party acknowledges that the Agreement does not apply to -Information which: - - a. is at the time of its disclosure publicly known through no wrongful -act of Receiving Party; - b. is known to Receiving Party at the time of disclosure; - c. is independently developed by Receiving Party without use of -Information; - d. is rightfully received by Receiving Party from a third party without -breach of the Agreement; - e. is furnished to a third party by Disclosing Party without similar -restrictions on the third party; - f. is approved for disclosure by the written authorization of -Disclosing Party; or - g. is disclosed as required by judicial action after all reasonable -legal recourse to maintain the confidentiality of Information has been -exhausted. - -4. Subject to Article 3 hereof, each Party receiving Information under the -Agreement shall hold Information in confidence in accordance with the terms of -the Agreement for a period of two (2) years from the date of receipt thereof. - -5. Because of the trade secret subject matter of Entera's business, -Disclosee agrees that it will not solicit the services of any of the employees -of Entera during the term of this Agreement and for ninety (90) days thereafter. - -6. This Agreement is effective until terminated in accordance with this -Article. Either Party, upon two (2) days notice in writing to the other Party, -may terminate the Agreement with respect to disclosures made thereafter. The -rights and obligations of the Parties hereunder in respect of Information -received under and subject to the Agreement shall survive such termination. - -7. No license, express or implied, in Information is granted to the -Receiving Party other than to use Information in the manner and to the extent -authorized by the Agreement. - -8. No Information submitted and/or exchanged by the Parties shall constitute -any representation, warranty, assurance, guarantee or inducement by either party -to the other with respect to infringement of trademarks, patents, copyrights or -any right of privacy, or any rights of third persons. - -9. Each Party acknowledges that the unauthorized disclosure or use by the -Receiving Party of the Disclosing Party's proprietary and confidential -Information will cause irreparable harm and significant injury, the degree of -which may be difficult to ascertain. Accordingly, each Party agrees that the -Disclosing Party will have the right to obtain an immediate injunction enjoining -any breach of this Agreement, as well as the right to pursue any and all other -rights and remedies available at law or in equity for such a breach. - -10. The Agreement constitutes the entire agreement between the Parties with -respect to the subject matter hereof and may be modified or amended only by a -written document duly executed by authorized representatives of Entera and - . - - -IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a -sealed instrument, subject to and governed by the laws of the state of -California this nd day of , 2000. - - ENTERA, INC. " " - -By: By: - -Name: Name: - -Title: Title: \ No newline at end of file diff --git a/contract-nli/raw/1102301_0001094328-04-000141_freesarex23052004.txt b/contract-nli/raw/1102301_0001094328-04-000141_freesarex23052004.txt deleted file mode 100644 index 7495218c6dc082f5fa28c5266f27c14e2148ab72..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1102301_0001094328-04-000141_freesarex23052004.txt +++ /dev/null @@ -1,184 +0,0 @@ -EX-2.3 - - NON-COMPETITION AND NON-DISCLOSURE AGREEMENT - - NON -COMPETITION AND NON-DISCLOSURE AGREEMENT - - AGREEMENT (this "Agreement"), dated as of May 4, 2004, by and -between FREESTAR TECHNOLOGY CORPORATION, a Nevada corporation having -offices at Calle Fantino Falco, J.A. Baez Building, 2nd Floor, Santo -Domingo, Dominican Republic (the "Buyer"), and UNICOMP, INC., a -Colorado corporation having offices at 6478 Putnam Ford Road, Suite -208, Woodstock, Georgia 30189 (the "Stockholder"); - - WITNESSETH: - - WHEREAS, on the date hereof, pursuant to that certain Asset -Purchase Agreement of even date herewith (the "Purchase Agreement"), -by and among the Buyer, UniPay, Inc. (the "Seller") and the -Stockholder, the Buyer is acquiring all of the assets and properties -of the Seller used to provide or act as an electronic gateway between -sellers of goods and services and processors of payments for such -goods and services made via credit cards and debit cards, presently -located at Seller's facility in Murphy, North Carolina (the -"Business"), as a going concern; - - WHEREAS, the Stockholder has heretofore been the sole -stockholder of the Seller, and as such, will derive substantial -benefit from the transactions contemplated by the Purchase Agreement; - - WHEREAS, by reason of its ownership and management of the -Seller, the Stockholder has detailed knowledge and possesses -confidential information concerning the Business; - - WHEREAS, in order to induce the Buyer to consummate the -transactions contemplated by the Purchase Agreement, the Stockholder -has agreed, and the Buyer has required the Stockholder, to enter into -this Agreement; - - NOW, THEREFORE, in consideration of the premises and the mutual -covenants and agreements contained herein and in the Purchase -Agreement, the parties hereby agree as follows: - - 10. Restrictive Covenants. - - (a) The Stockholder hereby acknowledges and agrees that: -(i) the business contacts, customers, suppliers, technology, know- -how, trade secrets, marketing techniques, operating methods and other -aspects of the Business have been of value to the Seller, and have -provided the Seller (and will hereafter provide the Buyer) with -substantial competitive advantage in the operation of the Business, -and (ii) by virtue of its ownership and management of the Seller as -its sole stockholder, the Stockholder has detailed knowledge of and -possesses confidential information concerning the Business. - - (b) The Stockholder hereby agrees, for the benefit of the -Buyer and its subsidiaries, that it shall not, directly or -indirectly, for itself or through or on behalf of any of its -subsidiaries or affiliates, or any other person or entity, in each -case relating only to the Business: - - (i) at any time from and after the date hereof, -except to the extent required by law or in connection with any legal -proceeding of which the Stockholder has theretofore given written -notice to the Buyer, divulge, transmit or otherwise disclose or cause -to be divulged, transmitted or otherwise disclosed, any business -contacts, client or customer lists, technology, know-how, trade -secrets, marketing techniques, contracts or other confidential or -proprietary information of the Seller or the Buyer of whatever -nature, whether existing on or prior to the date hereof or arising -from and after the date hereof (provided, however, that for purposes -hereof, information shall not be considered to be confidential or -proprietary if (A) it is a matter of common knowledge or public -record, (B) it is generally known in the industry, or (C) the -Stockholder can demonstrate that such information was already known -to the recipient thereof other than by reason of any breach of any -obligation under this Agreement or any other confidentiality or non- -disclosure agreement known to the Stockholder); and/or - - (ii) at any time from the date hereof through and -including the second (2nd) anniversary of the date hereof (the -"Restrictive Period"), solicit, seek to hire, employ or retain -(directly or indirectly, whether as an employee, consultant or -otherwise) any person employed or retained by the Buyer at such time -or within one (1) year prior to such solicitation, hiring, employment -or retention, or otherwise materially and adversely interfere with -the relationship between the Buyer and any such person, without the -prior written consent of the Buyer in each instance; and/or - - (iii) at any time during the Restrictive Period, -solicit, canvass or approach or endeavor to solicit, canvass or -approach any person or entity which the Stockholder knows (or should -have known) was provided with products or services of the Business by -the Seller or the Stockholder at any time, for the purpose of -offering services or products which compete with or are functionally -similar to the services or products of the Business supplied by the -Seller or the Stockholder. - - 2. Remedies. The Stockholder and the Buyer hereby acknowledge -and agree that any breach by the Stockholder, directly or indirectly, -of the foregoing restrictive covenants will cause the Buyer and/or -its affiliates irreparable injury for which there is no adequate -remedy at law. Accordingly, the Stockholder expressly agrees that, -in the event of any such breach or any threatened breach hereunder by -the Stockholder, directly or indirectly, the Buyer and its -subsidiaries shall be entitled, in addition to any and all other -remedies available, to seek and obtain injunctive and/or other -equitable relief to require specific performance of or prevent, -restrain and/or enjoin a breach under the provisions of this Agreement. - - 3. Expenses. In the event of any dispute under or arising out -of this Agreement, the prevailing party in such dispute shall be -entitled to recover from the non-prevailing party or parties, in -addition to any damages and/or other relief that may be awarded, its -reasonable costs and expenses (including reasonable attorneys' fees) -incurred in connection with prosecuting or defending the subject dispute. - - 4. Benefits and Obligations. This Agreement shall be binding -upon and inure to the benefit of and shall be enforceable by the -Buyer and its subsidiaries, successors and assigns, and the -Stockholder and its subsidiaries, successors and assigns; provided, -however, that the obligations of the Stockholder contained herein may -not be delegated or assigned. - - 5. Governing Law; Jurisdiction. This Agreement shall be -governed by and construed in accordance with the laws of the State of -New York. The parties agree to the exclusive jurisdiction and venue -of Florida and Georgia state and federal courts with respect to any -action between the parties relating to this Agreement. - - 6. Severability. It is acknowledged, understood and agreed -that the restrictions contained in this Agreement (a) are made for -good, valuable and adequate consideration received and to be received -by the Stockholder, and (b) are reasonable and necessary, in terms of -the time, geographic scope and nature of the restrictions, for the -protection of the Buyer and the good will thereof. It is intended -that said provisions be fully severable, and in the event that any of -the foregoing restrictions, or any portion of the foregoing -restrictions, shall be deemed contrary to law, invalid or -unenforceable in any respect by any court or other tribunal of -competent jurisdiction, then such restrictions shall be deemed to be -amended, modified and reduced in scope and effect, only to that -extent necessary to render same valid and enforceable, and any other -of the foregoing restrictions shall be unaffected and shall remain in -full force and effect. - - 7. Waiver, Amendment or Modification. Neither this Agreement -nor any of the terms and conditions hereof may be waived, amended or -modified except by means of a written instrument duly executed by the -party to be charged therewith. No waiver of any provision, -performance or default hereunder in any instance shall be construed -as a continuing waiver of such provision, performance or default, or -a waiver of any other provision, performance or default, or of any -future performance or default. - - 8. Notices. Any notice, request, demand or other -communication required or permitted under this Agreement shall be in -writing and shall be deemed to have been given when delivered -personally, one (1) day after being sent by recognized overnight -courier service, or three (3) business days after being mailed by -certified mail, return receipt requested, addressed to a party at the -address of such party first set forth above, or at such other address -as such party may hereafter have designated by notice. - - 9. Counterparts. This Agreement may be executed in any number -of counterparts, each of which shall be deemed an original, but all -of which shall together constitute one and the same instrument. - - IN WITNESS WHEREOF, the parties hereto have executed this -Agreement as of the date first set forth above. - -FREESTAR TECHNOLOGY CORPORATION - - -By: /s/ Paul Egan -Paul Egan -President & Chief Executive Officer - - -UNICOMP, INC. - - -By: /s/ Stephen A. Hafer -Stephen A. Hafer -Chief Executive Officer \ No newline at end of file diff --git a/contract-nli/raw/1103062_0001017951-00-000016_document_13.txt b/contract-nli/raw/1103062_0001017951-00-000016_document_13.txt deleted file mode 100644 index 77673d9d202596eff7a898d5dbe8246331bfaebb..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1103062_0001017951-00-000016_document_13.txt +++ /dev/null @@ -1,212 +0,0 @@ - - Attachment 1 - - MUTUAL NON-DISCLOSURE AGREEMENT - -NetVoice Technologies, Inc., with offices located at 13747 Montfort -Dr.,Ste. 101, Dallas, Texas 75240, for itself and its affiliated -companies ("Company"), and Unlimited Tech, Inc. with offices at 12790 -Merit Dr., Park Central IX, Ste. 600, Dallas, Texas, 75251, for itself -and its affiliated companies ("Broker"), in consideration of the mutual -covenants of this Agreement, hereby agree as follows: - - 1. In connection with ongoing discussions between Broker and -Company concerning possible transactions (the "Transactions"), each party -to this Agreement may wish to disclose certain proprietary and -confidential information to the other party on a confidential basis. -Such proprietary or confidential information ("Information") includes any -and all technical and non-technical information, including without -limitation, information concerning financial, accounting or marketing -reports, business plans, analysis, forecasts, predictors, intellectual -property, trade secrets and know-how disclosed in connection with the -Transactions. "Information" may take the form of documentation, -drawings, specifications, software, technical or engineering data and -other forms, and may be communicated orally, in writing, by electronic or -magnetic media, by visual observation and by other means. "Information" -includes any reports, analysis, studies or other material, whether -prepared by the receiving party or otherwise, that contains or are based -upon proprietary or confidential information covered by this Agreement. - - 2. "Representatives" means the controlled affiliates of either -party, and the respective directors, officers, employees, attorneys, s -and other agents and advisors of either party or of the controlled -affiliates of either party. Each party shall be responsible for any -breach of this Agreement by its respective Representatives and shall take -all reasonably necessary measures to restrain its Representatives from -unauthorized disclosure or use of information. - - 3. All information which is disclosed by one party to the other in -connection with discussions relating to the Transactions, whether before -or after the date of execution of this Agreement, shall automatically be -deemed proprietary or confidential and subject to this Agreement unless -otherwise confirmed in writing by the disclosing party. In addition, the -existence and terms of this Agreement, and the fact and substance of -Company's discussions and correspondence with Broker relating to the -Transactions, including the identification of either party by name or -identifiable in connection with the parties' participation in such -process, shall be deemed information of both parties and shall not be -disclosed by either party without the consent of the other party. - - 4. With respect to information disclosed under this Agreement, the -party to whom the information is disclosed and its Representatives shall: - a. hold the information in confidence, exercising a - degree of care not less than the care used by such - party to protect its own proprietary or confidential - information that it does not wish to disclose, and in - no event less than a reasonable degree of care; - b. restrict disclosure of the information solely to - those Representatives with a need to know and not - disclose it to any other person; - c. advise those Representatives of their obligations - with respect to the information; and - d. use the information only in connection with - continuing discussions by the parties concerning the - Transactions, except as may otherwise be mutually - agreed upon in writing, and shall reproduce such - information only to the extent necessary for such purpose. - - 9 - - - - 5. Information shall be deemed the property of the disclosing -Party and, within ten (10) business days upon written request from the -disclosing party, the other party will return all such information -received in tangible form to the disclosing party or will destroy all -such information. - - 6. The party to whom information is disclosed shall have no -obligation to preserve the proprietary or confidential nature of any -information which: - - a. was previously known to such party free of any - obligation to keep it confidential; or - - b. is or becomes publicly available by means other than - unauthorized disclosure; or - - c. is developed by or on behalf of such party - independent of any information furnished under this - Agreement; or - - d. is received from a third party whose disclosures does - not violate any confidentiality obligation. - - 7. Neither this Agreement, nor the disclosure of Information under -this Agreement, nor the ongoing discussions and correspondence by the -parties concerning the Transactions or any other matter, shall constitute -or imply any promise or intention to make any purchase or use of -products, facilities or services by either party or its affiliated -companies or any commitment by either party or its affiliated companies -with respect to any other present or future transaction. If, in the -future, the parties elect to enter into binding commitments relating to -the Transactions or any transaction, such commitments will be explicitly -stated in a separate written agreement executed by both parties, and the -parties hereby affirm that they do not intend their discussions, -correspondence, and other activities to be construed as forming a -contract relating to the Transactions or any other transaction without -execution of such separate written agreement. - - 8. Each party retains the right, in its sole discretion, to -determine whether to disclose its information to the other party, and -disclosure of information of any nature shall not obligate the disclosing -party to disclose any further information. - - 9. Each party (a) acknowledges that neither makes any -representatives or warranty (express or implied) as to the accuracy or -completeness of any information, and (b) agrees to assume full -responsibility for all conclusions it may derive from the information. -Each party hereby expressly disclaims any and all liability that may be -based, in whole or in part, on any information, errors therein or -omissions therefrom. - - 10. In the event that the receiving party or its employees or -Representatives (a) need (for securities law purposes) to make -disclosures of information or (b) are required by law, regulations, or -government agency or court orders, interrogatories, requests for -information or documents, subpoenas, or civil investigative demands to -disclose any information, in the case of (a) the receiving party shall -provide the disclosing party with prompt written notice so that the -disclosing party can work with the receiving party to limit the -disclosure to the greatest extent possible consistent with legal -obligations (it being understood that disclosure of the name of the other -party will never be made without that party's prior written consent); or -in he case of (b) the receiving party shall use its reasonable efforts to -minimize such disclosure and obtain an assurance that the recipient shall -accord confidential treatment to the information, and shall notify the -disclosing party contemporaneously of such disclosure. - - 10 - - - - 11. Nothing contained in this Agreement shall be construed as -granting or conferring any rights by license or otherwise in any -information disclosed, or under any trademark, patent, copyright, mask -work or nay other intellectual property right of either party. None of -the information which may be disclosed or exchanged by the parties shall -constitute any representation, warranty, assurance, guarantee or -inducement by either party to the other of any kind, and, in particular, -with respect to the non-infringement of trademarks, patents, copyrights, -mask works or any other intellectual property right. - - 12. Each party agrees that it will not, without the prior written -consent of the other, transmit, directly or indirectly, the information -received from the other hereunder or any portion thereof to any country -outside of the United States. - - 13. This Agreement shall benefit and be binding upon the parties -hereto and their respective successors and assigns. - - 14. This Agreement shall be governed by and construed in accordance -with the local laws of the State of Texas without regard to conflict of -law principles. - - 15. This Agreement shall become effective as of the date of which -it is first executed below ("Effective Date"), provided that this -Agreement shall cover all information disclosed by one party to the other -whether before or after the Effective Date. Disclosures of information -under this Agreement may take place for a period (the "Information -Disclosure Period") of two (2) years after the Effective Date. The -obligations of the parties contained in Paragraphs 5, 10 and 12 shall -survive and continue beyond the expiration of the Information Disclosure -Period by a further period of two (2) years. - - 16. Each party agrees that the disclosing party wold be irreparably -injured by a breach of this Agreement by the receiving party or its -Representatives and that the disclosing party shall be entitled to -equitable relief, including injunctive relief and specific performance, -in the event of any breach of the provisions of this Agreement. Such -remedies shall not be deemed to be exclusive remedies for a breach of -this Agreement, but shall be addition to all other remedies available at -law or in equity. - - 17. This Agreement (a) constitutes the entire understanding between -the parties with respect to information provided in connection with the -Transactions, (b) supersedes all prior agreements between the parties -with respect to information provided in connection with discussions -relating to the Transactions and (c) shall bind each party with respect -to all information received by it prior to the expiration of the -Information Disclosure Period. No amendments or modification of this -Agreement shall be valid or binding on the parties unless made in writing -and executed on behalf of each party by its duly authorized representative. - - IN WITNESS WHEREOF, each party has caused this Agreement to be -executed on its behalf as of the Effective Date. - - -NetVoice Technologies, Inc. Unlimited Tech, Inc. - -By: /s/ BILL BEDRI By: /s/ JACK PILON - -------------------------- ----------------------------- - -Print Name: Bill Bedri Print Name: Jack Pilon - ------------------ --------------------- - -Title: President & CFO Title: President - ----------------------- -------------------------- - -Date: 9/18/98 Date: 9-18-98 - ------------------------- --------------------------- - - 11 \ No newline at end of file diff --git a/contract-nli/raw/1104332_0000950144-00-008876_ex10-26.txt b/contract-nli/raw/1104332_0000950144-00-008876_ex10-26.txt deleted file mode 100644 index b6016705d439cc3b24f3e439bb0df08fc437213e..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1104332_0000950144-00-008876_ex10-26.txt +++ /dev/null @@ -1,153 +0,0 @@ - 1 - NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT - - - This Non-Circumvention and Non-Disclosure Agreement (hereinafter -referred to as the "Agreement" is made this 6th of February, 1999 by and between -High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the -parties hereto may be referred to hereinafter as the "Parties", shall include -both disclosing party and informed party without prejudice. - - Whereas, the Parties wish to associate themselves for the purpose of -working together for their individual and common benefit. - - Now, therefore, in consideration of the representations, agreements, -promises and covenants contained herein and other good and valuable -consideration, the receipt and sufficiency of which is hereby acknowledged, the -Parties agree as follows: - - 1. The Parties agree to abide by the following rules of -non-circumvention and non-disclosure for a period of Two years from the -effective date hereof. Such covenant and agreement shall survive termination of -this Agreement for any reason whatsoever. - -a) Each Party, for itself and its associates as defined below, represents -and warrants that it shall not conduct business with any sources or contacts, or -said source's or contact's associates as defined below, that are originally made -known and/or available by another Party hereto, at any time or in any manner, -without the express written permission (not to be unreasonably withheld) of the -Party who made the source(s) known and/or available. - -b) For purposes of this Agreement, the term "associates" or "contacts" -shall be defined as: in the case of a business entity its officers, directors, -affiliates, subsidiaries, associated entities, and any other business entity in -which the business entity owns five percent (5%) or more of the outstanding -equity interest. - -c) The Parties will maintain complete confidentiality regarding this -Agreement and all transactions occurring thereunder, each other's business, -business sources and affiliates and each other's propriety knowledge and -know-how, and will disclose such information only pursuant to the express -written permission of the party who made such information available save where -such information deemed to be in the public domain or under the order of a -competent Court or Government Agency. - -d) This Agreement and each additional agreement concluded or written or -verbal disclosure made between the Parties, shall be kept confidential and is -not to be reproduced, communicated or distributed in any manner whatsoever -except on a "need to know" basis to persons directly involved with the closing -of any transaction contemplated between the Parties, or legal counsel of a -Party. - -e) It is understood and agreed that by reason of this "Agreement" the -"Parties" that are involved during the course of business transactions may learn -from one another, or from the - - 2 - -principals the names, addresses, telephone numbers of lenders, agents, brokers, -clients or others hereafter referred to as "Contracts" and or "Associates". - -f) It is understood and agreed that the "Contracts" of each party hereto -are and shall be recognized as exclusive and valuable "Contracts" and that the -parties will not directly or indirectly negotiate or participate in any -transaction circumventing the party who first provided the "Contract". - - 2. The Agreement is valid and effective for all purposes, -business, communications, negotiations, disclosures and transactions of whatever -nature between the Parties for a period of two (2) years from the effective date -hereof. - - 3. Each Party represents, warrants and covenants that all -information furnished by said party, or to be furnished by said Party, or to any -other Party or Parties hereto is, or will be, true, complete, correct and -accurate to best of said Party's knowledge, ability and belief. - - 4. In the event of circumvention by the "Parties" involved in -this transaction, either directly or indirectly, it is agreed and guaranteed -that a monetary penalty will be paid by the person or persons engaged in or -circumvention. This payment will additionally include all reasonable legal -expenses incurred by the aggrieved party. - - 5. This Agreement contains the entire and complete understanding -existing between the Parties of the date of its execution regarding the subject -matters contained herein, and all former representations, promises or covenants, -whether written or verbal, are null and void. - - 6. This Agreement may be modified only by written agreement duly -executed by all Parties hereto. - - 7. This Agreement shall be binding upon, and inure to the benefit -of the heirs, legal representatives, successors, designees, and/or assigns of -the Parties. The executor, administrator, or personal representative of a -deceased party shall execute and deliver any document(s) or legal instrument(s) -necessary or desirable to carry out the provisions hereof. - - 8. Any written notice required or allowed to be given hereunder -shall be deemed to have been duly and properly given and delivered (a) as of the -date actually hand delivered to the Party to be charged with receipt. - - 9. Any copy of this Agreement, or any other documents executed -and/or signed by any of the Parties hereto, and sent to another Party hereto by -facsimile transmission carries the full force and effect as if it were the hand -delivered original. - - 10. This Agreement was negotiated and prepared jointly by all -Parties hereto, and each Party acknowledges that they have had ample opportunity -to consult legal, financial and other counsel - - 2 - 3 - -concerning all aspects, terms and condition of this Agreement. This Agreement -may be executed in multiple counterpart copies, each of which shall be deemed a -duplicate original. - - 11. No party shall be considered or adjudged to be in violation of -this Agreement when the violation is due to situations beyond the said party's -control, such as acts of God, civil disturbances, theft, or said Party's -connections having prior knowledge or possession of privileged information, -contacts, or contacts without the disclosure, intervention or assistance of said -party or aid Parties associates as defined herein. Essentially, the spirit -behind this Agreement is one of mutual trust, confidence and reliance upon each -party to do what is fair and equitable. - - 12. This Agreement is a full recourse agreement concluded under -the laws of Pennsylvania and said forum shall be applicable law covering the -construction, interpretation, execution, validity, enforceability, performance, -and any other such matters in respect to this Agreement, including any breach or -claim of breach hereof. - - 13. This Agreement shall be governed by law and construed to be in -accordance with the laws of the State of Pennsylvania applicable to contracts -made and to be performed solely in such State by parties thereof. Any dispute -arising out of this Agreement shall be adjudicated in arbitration under the -rules of the American Arbitration Association. The prevailing party in any -dispute shall be reimbursed reasonable attorneys fees. - - IN WITNESS WHEREOF, THE "PARTIES" HERETO HAVE EXECUTED THIS "AGREEMENT" -ON THE DATES SET FORTH BELOW. - - Agreed, executed and acknowledged on 2/9/99, 1999 - - -/s/ Michael M. Cimino -------------------------------------------- -Mike Cimino for High Speed Net Solutions - - -/s/ Richard Seifert 02/08/99 -------------------------------------------- -Richard Seifert for R J Seifert Enterprises - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1105503_0000950123-00-006736_ex10-14.txt b/contract-nli/raw/1105503_0000950123-00-006736_ex10-14.txt deleted file mode 100644 index 5edc474717e18cc07afa50b005f1a1eee4294d2c..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1105503_0000950123-00-006736_ex10-14.txt +++ /dev/null @@ -1,134 +0,0 @@ - - APPENDIX "C" - - NON-DISCLOSURE AGREEMENT - - This Agreement is made and entered into by and between -NATIONAL NETWORK TECHNOLOGIES, LLC, a Delaware limited liability company, and -its affiliates (collectively "NNT"), and LEVEL 3 COMMUNICATIONS, LLC a Delaware -limited liability company, and its affiliates (collectively "LEVEL 3") (each -being a "party" or collective "parties"). - -1. DISCLOSURE. The parties intend to engage in discussions concerning a -potential business relationship (the "Proposed Relationship"). In connection -therewith, Level 3 and NNT may disclose to each other technical, financial -and/or other information, material, or data which is written, oral or in any -other form, electronic or otherwise (collectively "Data") which is considered -confidential and proprietary. - -2. CONFIDENTIAL DATA. "Confidential Data" means (a) any Data disclosed by or on -behalf of a party ("disclosing party") to the other party ("receiving party"), -including, without limitation, (i) any materials, trade secrets, know-how, -formulas, processes, algorithms, ideas, strategies, inventions, data, network -configurations, system architecture, designs, flow charts, drawings, proprietary -information, business and marketing plans, financial and operational -information, and all other non-public information, material or data relating to -the current and/or future business and operations of the disclosing party, and -(ii) any information, material or data provided by third party vendors of the -disclosing party; and (b) any analyses, compilations, studies, summaries, -extracts or other documentation prepared by the receiving party based on the -Data disclosed by the disclosing party. - -3. PUBLIC DATA. Notwithstanding any other provision of this Agreement, Data -shall not be, or shall cease to be, Confidential Data hereunder: (a) if such -Data is known to the receiving party prior to disclosure thereof by the -disclosing party; (b) after such Data is published or becomes available to -others, without restriction and without breach of this Agreement by the -receiving party; (c) after such Data becomes available to the receiving party -from others having no obligation to hold such Data in confidence; or (d) if such -Data is developed by the receiving party independently of any disclosure of such -Data by the disclosing party. - -4. NON-DISCLOSURE OBLIGATION. Unless otherwise agreed to in writing by the -disclosing party, the receiving party agrees (a) not to disclose the -Confidential Data; (b) use the same degree of care and diligence to protect such -Confidential Data from disclosure to others as such party employs or should -reasonably employ to so protect its own information of like importance (but in -no event less than reasonable care); and (c) not to reproduce or copy the -Confidential Data, in whole or in part, except as necessary for the evaluation -or conduct of the Proposed Relationship. Notwithstanding the foregoing, the -receiving party may disclose the Confidential Data, to such of the receiving -party's consultants, agents and affiliates (collectively "receiving party -representative") which the receiving party reasonably and in good faith believes -should be - 77 -involved in the evaluation or performance of the Proposed Relationship, provided -such receiving party representative is informed of this Agreement and agrees to -be bound by the terms hereof, and the receiving party uses best efforts to cause -the receiving party representative to observe the terms of this Agreement. The -receiving party agrees that a breach of this Agreement by a receiving party -representative shall constitute a breach by the receiving party. In the event -that the receiving party is required by applicable law, rule, regulation or -lawful order or ruling of any court, government agency or regulatory commission -to disclose any Confidential Data, the receiving party agrees that it will -provide the disclosing party with prompt notice of such request(s) to enable the -disclosing party to seek an appropriate protective order or to take steps to -protect the confidentiality of such Confidential Data. - -5. NO ADDITIONAL RIGHTS. The receiving party shall not have any rights or -obligations respecting the Confidential Data other than those specifically set -forth in this Agreement. Without limiting the generality of any other provision -of this Agreement: (a) no license is hereby or otherwise granted, directly or -indirectly, under any patent, copyright or other proprietary right of the -disclosing party or its third party vendors; and (b) neither party shall be -obligated to disclose Data to the other party or to enter into any further -agreements relating to the Proposed Relationship or Data. A party may terminate -discussions regarding the Proposed Relationship at any time. The receiving party -shall, upon written request of the disclosing party, return to the disclosing -party all Confidential Data, including all copies thereof, disclosed hereunder. -The receiving party's obligations under this Agreement respecting the -Confidential Data shall survive termination of said discussions. - -6. INJUNCTIVE RELIEF. Both parties acknowledge and agree that the disclosing -party and/or its third party vendors (as the case may be) own all rights, title -and interest in the Confidential Data. Both parties further acknowledge and -agree that the unauthorized disclosure of the Confidential Data will cause -irreparable harm to the disclosing party. As a result of the unique nature of -the Confidential Data, in addition to all other remedies available, the -disclosing party shall be entitled to seek injunctive and other extraordinary -relief in a court of competent jurisdiction in order to enforce the receiving -party's obligations hereunder. - -7. OTHER PROVISIONS. The parties further agree that: (a) this Agreement shall be -governed by the laws of the State of Nebraska; (b) this Agreement sets forth the -entire agreement and understanding between the parties with respect to the -subject matter hereof, and none of the terms of this Agreement may be amended or -modified except by a written instrument signed by both parties; (c) a party may -waive any rights under this Agreement only by written waiver duly signed by such -party, and no failure to exercise or delay in exercising a right under this -Agreement shall constitute a waiver of such right; (d) this Agreement shall -inure only to the benefit of the parties hereto, and the rights and obligations -of each party under this Agreement may not be assigned or delegated without the -consent of the other party; (e) no provision of this Agreement shall affect, -limit or restrict either party's right to engage in any business in any place -and at any time, whatsoever, provided the receiving party does not disclose the -Confidential Data in violation of this Agreement; (f) each party agrees not to -advertise, or otherwise make known to others, any - 78 -information regarding this Agreement or the Proposed Relationship except as may -be required by law; (g) neither party makes any representations or warranties as -to the accuracy or completeness of any Data disclosed hereunder; (h) the -invalidity or unenforceability of any provision of this Agreement shall not -affect the validity or enforceability of any other provision of this Agreement; -(i) all notices under this Agreement must be in writing and shall be deemed to -have been delivered to and received by a party, and will otherwise become -effective, on the date of actual delivery thereof (by personal delivery, express -delivery service or certified mail) to the Notice Address of such party set -forth below; (j) this Agreement may be executed in counterparts; and (k) this -Agreement is dated for all reference purposes October 14, 1998. - - - -LEVEL 3 COMMUNICATIONS, LLC NATIONAL NETWORK -("LEVEL 3") TECHNOLOGIES, LLC ("NNT") - - -By: _______________________________ By: ______________________________ -Name: _____________________________ Name: ____________________________ - -Notice Address: Notice Address: - - 3555 Farnam Street 26 Broadway - Suite 200 Suite 400 - Omaha, Nebraska 68131 New York, New York 10005 - Attn: General Counsel Attn: Larry Lundy diff --git a/contract-nli/raw/1108244_0001012870-00-001650_document_32.txt b/contract-nli/raw/1108244_0001012870-00-001650_document_32.txt deleted file mode 100644 index 364e4b9e48217f454a0b5354ce3876d81eab0a40..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1108244_0001012870-00-001650_document_32.txt +++ /dev/null @@ -1,78 +0,0 @@ - - - MUTUAL NON-DISCLOSURE AGREEMENT - -1. "Confidential Information" is that confidential, proprietary, and trade - secret information being disclosed by the disclosing party pursuant to this - Agreement. - -2. Except as set forth in this Section 2, all Confidential Information shall - be in tangible form and shall be marked as Confidential or proprietary - information of the disclosing party. If the Confidential Information is - disclosed orally or visually, it shall be identified as such at the time of - disclosure and confirmed in a writing to the recipient within thirty (30) - days of such disclosure. - -3. Each of the parties agrees that it will not make use of, disseminate, or in - any way disclose any Confidential Information of the other party to any - person, firm or business, except to the extent necessary for negotiations, - discussions, and consultations with personnel or authorized representatives - of the other party and any purpose the other party may hereafter authorize - in writing. Each of the parties agrees that it shall disclose Confidential - Information of the other party only to those of its employees, consultants, - advisors and investors who need to know such information and who have - previously agreed, either as a condition to employment or in order to - obtain the Confidential Information, to be bound by terms and conditions - substantially similar to those of this Agreement. - -4. There shall be no liability for disclosure or use of Confidential - Information which is (a) in the public domain through no fault of the - receiving party (b) rightfully received from a third party without any - obligation of confidentiality, (c) rightfully known to the receiving party - without any limitation on use or disclosure prior to its receipt from the - disclosing party, (d) independently developed by the receiving party - without use of any Confidential Information and by persons who have not had - access to any Confidential Information (e) generally made available to - third parties without any restriction on disclosure, or (f) communicated in - response to a valid order by a court or other governmental body, as - otherwise required by law, or as necessary to establish the rights of - either party under this Agreement (provided that the party so disclosing - has provided the other party with a reasonable opportunity to seek - protective legal treatment for such Confidential Information). - -5. Each of the parties agrees that it shall treat all Confidential Information - of the other party with the same degree of care as it accords to its own - Confidential Information, and each of the parties represents that it - exercises reasonable care to protect its own Confidential Information. - -6. Each of the parties agrees that it will not modify, reverse engineer, - decompile, create other works from, or disassemble any software programs - contained in the Confidential Information of the other party unless - otherwise specified in writing by the disclosing party. - -* Confidential portions have been omitted from this public filing and have been -filed separately with the Securities Exchange Commission. - - -7. All materials (including, without limitation, documents, drawings, models, - apparatus, sketches, designs and lists) furnished to one party by the - other, and which are designated in writing to be the property of such - party, shall remain the property of such party and shall be returned to it - promptly at its request, together with any copies thereof. - -8. This Agreement shall govern all communications between the parties that are - made during the period from the effective date of this Agreement to the - date on which either party receives from the other written notice that - subsequent communications shall not be so governed, provided, however, that - each party's obligations under Sections 2 and 3 with respect to - Confidential Information of the other party which it has previously - received shall continue unless and until such Confidential Information - falls within Section 4. Neither party shall communicate any information to - the other in violation of the proprietary rights of any third party. - Neither party acquires any licenses under any intellectual property rights - of the other party under this Agreement. - -* Confidential portions have been omitted from this public filing and have been -filed separately with the Securities Exchange Commission. - - ii \ No newline at end of file diff --git a/contract-nli/raw/1108906_0000889812-00-001212_document_45.txt b/contract-nli/raw/1108906_0000889812-00-001212_document_45.txt deleted file mode 100644 index f6dceeb09b8f442ac54eca838effa96e564cd1c4..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1108906_0000889812-00-001212_document_45.txt +++ /dev/null @@ -1,114 +0,0 @@ - - CONFIDENTIAL NON-DISCLOSURE AGREEMENT - - THIS AGREEMENT is made this 9 day of February, 1998 by and between -Greenfield Online, a Connecticut corporation ("GO") and Forrester Research, a -Massachusetts corporation ("Client"). - - WHEREAS, the parties hereto are currently, and in the course of their -business relationship may, from time to time continue to be, engaged in -discussions and evaluations regarding the data and software services and -products offered by GO and the products and services offered by Client (the -"Evaluation"). - - WHEREAS, in connection therewith one party may receive or come in -contact with certain Confidential Information (as defined) of the other party or -the other party's affiliates or clients; - - WHEREAS, as a condition to each of GO and Client disclosing such -Confidential Information to the other, each party hereto agrees to treat such -Confidential Information, whether furnished before, on or after the date of this -Agreement, in accordance with the terms of this Agreement. - -NOW THEREFORE, in consideration such disclosure and in further consideration of -the agreements contained herein, the parties agree as follows: - - 1. The term "Confidential Information" shall mean any information and -data of a confidential nature belonging to the disclosing party, its affiliates -and/or licensors ("Discloser"), including without limitation, proprietary, -technical, developmental, marketing, sales, operating, financial, performance, -cost, business and process information and plans, software, and computer -programming techniques which are disclosed or made available pursuant to this -Agreement in connection with the Evaluation. - - 2. Except for the software products and GO data, if any, disclosed -hereunder, Confidential Information shall not include information which (a) is -known to the party receiving the information from Discloser ("Recipient") at the -time of disclosure and is not subject to restriction; (b) is now or subsequently -becomes generally known or available to the Recipient by publication, commercial -use or otherwise through no fault of Recipient; (c) is lawfully obtained from a -third party who has the right to make such disclosure; or (d) is independently -developed by or for the Recipient without access to the Discloser's Confidential -Information. - - 3. Recipient hereby agrees that the Confidential Information will be -used by it solely for the purposes of discussions with Discloser relating to the -Evaluation and as necessary to fulfill any obligations Recipient may have to -Discloser pursuant to any agreements the parties may enter into or otherwise. -Recipient agrees not to disclose the Confidential Information of the other -party, in any form, to any third party except as contemplated herein. Recipient -agrees to maintain the confidential nature of the Confidential Information; -provided however, that any such Confidential Information may be disclosed to its -employees who need access to such - - - -information for such purposes and are made aware of and agree to be bound by the -confidentiality obligations contained herein. - - 4. Upon termination of the Evaluation of the parties' relationship with -respect thereto, and upon Discloser's request, Recipient shall return to -Discloser all materials reflecting or containing any of Discloser's Confidential -Information and shall not retain any copies, extracts or other reproductions in -whole or in part of any of the foregoing. - - 5. Each party acknowledges that unauthorized disclosure or use of the -other party's Confidential Information may cause irreparable harm to such other -party. Each party agrees that money damages may not be a sufficient remedy for -any breach by it of this Agreement and that the non-breaching party shall be -entitled to seek specific performance and injunctive or other equitable relief -as a remedy for any such breach. - - 6. This Agreement shall be governed by and construed in accordance with -the internal laws of the State of Connecticut, and not the law of conflicts. - - 7. The parties hereto shall not be obligated to compensate each other -for disclosure of any information under this Agreement and agree that no -warranties of any kind are given with respect to such information, as well as -any use thereof. It is understood that no patent, copyright, trademark or other -proprietary right or license is granted by this Agreement. - - 8. This Agreement shall be effective as of the first date of disclosure -of Confidential Information to Recipient. Recipient's obligations hereunder with -respect to Confidential Information shall survive the termination of the -parties' relationship. The confidentiality provisions in this Agreement shall -survive termination of this Agreement and the parties' relationship relating to -the Evaluation. - - 8, Any provision of this Agreement, which is invalid, illegal or -unenforceable, shall not affect in any way the remaining provisions of this -Agreement. - - ******************** - -IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered -into effective as of the date first written above. - - -
-GREENFIELD ONLINE, INC. CLIENT NAME - - - - John Boynton - ------------------------------------- - -By: /s/ Rudy Nadilo By: /s/ - ------------------------------------------------- --------------------------------- - -Title Pres + CEO Title VP, Business Dvlt. - ----------------------------------------------- ------------------------------ - -Date 2/9/98 Date 2/19/98 - ------------------------------------------------ ------------------------------- -
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-QuickLinks - -- Click here to rapidly navigate through this document - -

- -
MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

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        This Mutual Non-Disclosure and Non-Solicitation Agreement (this "Agreement"), is made as of September 17, 2001 -between EarthLink, Inc. a Delaware corporation ("EarthLink"), and PeoplePC, Inc., a Delaware corporation -("PeoplePC"). EarthLink and PeoplePC are sometimes referred to herein individually as a "Party" and -collectively as the "Parties."

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        1.    Purpose.    EarthLink and PeoplePC wish to have discussions relating to a potential transaction (the "Transaction") between -EarthLink (and/or its subsidiaries and stockholders) and PeoplePC (and/or its subsidiaries and stockholders). In the course of -such discussions, each Party expects to make available to the other Party and its Representatives (as defined herein) Evaluation Material (as defined herein) concerning the businesses, financial -condition, operations, assets, properties, liabilities, and prospects of such Party. As a condition to making such information available, each Party is entering this Agreement and agrees that all -Evaluation Material received by it or its Representatives from the other Party or any of its Representatives shall be treated in accordance with this Agreement.

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        2.    Certain Definitions.    As used in this Agreement: (i) the term "Receiving Party" means the Party receiving Evaluation -Material; (ii) the term "Furnishing Party" means the Party providing Evaluation Material or -causing Evaluation Material to be provided; (iii) the term "Representatives" means the directors, officers, employees, agents or advisors (including, -without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the -specified Party; and (iv) the term "Evaluation Material" means all proprietary and confidential information concerning the Furnishing Party or any of -its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the Furnishing Party or any of its Representatives to the Receiving Party or -any of its Representatives ("Primary Evaluation Material"), together, in each case, with all notes, memoranda, summaries, analyses, studies, -compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives ("Derivative Evaluation -Material"). Notwithstanding the foregoing, the term "Evaluation Material" shall not include, and the Parties' obligations herein -(other than their obligations under paragraph 6 of this Agreement) shall not extend to information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the -Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of -disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a -non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under -any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the -Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to -furnish any further Evaluation Material.

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        3.    Confidentiality and Use of Evaluation Material.    

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            (a)    Confidentiality of Evaluation Material.    All Evaluation Material (i) shall be used solely for the purpose of -evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives -to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of -Evaluation Material to as small a working group as practicable. The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to -Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the confidentiality of the Evaluation Material, and shall advise such Representative that, by -accepting possession of or access to such information, such Representative

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    -is agreeing to be bound by this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives.

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            (b)    Compulsory Disclosure of Evaluation Material.    If the Receiving Party or its Representatives are requested or -required in any judicial, arbitral or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for -documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(e) -of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy -and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in -seeking such an order. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Furnishing Party, the Receiving Party is nontheless, in the opinion of the Receiving -Party's or (in the case of disclosure requested or required of a Representative, such Representative's) outside counsel or General Counsel, legally compelled to disclose Evaluation Material, the -Receiving Party shall disclose only that portion of the Evaluation Material which the Receiving Party is legally required to disclose and upon the Furnishing Party's request and at the Furnishing -Party's expense, shall use all requisite reasonable efforts to obtain assurances that confidential treatment will be accorded to such Evaluation Material to the extent such assurances are available. -Subject to the foregoing conditions and limitations, the Receiving Party may disclose Evaluation Material under the circumstances set forth in this paragraph (b) without liability hereunder.

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            (c)    Other Public Disclosure.    Except (i) for such public disclosure as may be necessary, in the good faith -judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in -violation of any applicable law, regulation or order, or (ii) with the prior written consent of the order Party, neither Part shall:

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              (x)  make -any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of (A) the fact that discussions, negotiations or -investigations are taking or have taken place concerning a Transaction, (B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material -from the other Party, or (C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or

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              (y)  make -any public statement concerning a proposed Transaction.

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            (d)    Notice    If either Party proposes to make any disclosure in reliance on clause (i) above, the -disclosing Party shall, to the extent practicable, provide the other Party with the text of the proposed disclosure as far in advance of its disclosure as is practicable and shall in good faith -consult with and consider the suggestions of the other Party concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, a Party may make such public -announcement or public statement if in the opinion of such Party's outside counsel or General Counsel, such public announcement or public statement is necessary to avoid committing a violation of law -or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing -Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement.

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            (e)    Certain Securities Law Restrictions.    Each Party acknowledges that the Evaluation Material may contain -material nonpublic information concerning the Furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws

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    -on persons in possession of material nonpublic information. Nothing herein shall constitute an admission by either Party that any Evaluation Material in fact contains material nonpublic information -concerning the Furnishing Party.

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            (f)    Contact with Employees and Representatives.    Neither Party shall communicate with any employee of the other -Party regarding the Transaction or disclose any Evaluation Material to any employee or Representative of the other Party, other than the employees and Representatives named on the working group lists -provided by the Parties from time to time.

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            (g)    General.    Notwithstanding any other provision of this Agreement, neither Party will be restricted from using -the information contained in the Evaluation Material that is retained in the minds of -Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights.

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        4.    Accuracy of Evaluation Material: No Representations or Warranties.    Each Party acknowledges and agrees -(a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives as to the accuracy or completeness of the Evaluation Material, and -(b) that the Parties shall be entitled to rely only on those representations and warranties (if any) that may be made in a definitive written agreement for the Transaction, signed and delivered -by both Parties, and then only to the extent, and subject to the limitations, provided therein.

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        5.    No Solicitation.    

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            (a) -For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or -indirectly solicit for hire any person currently employed by the other Party (or any of its subsidiaries) with whom the hiring Party first has contact, or who first becomes known to the hiring Party. -In the course of the Parties' discussions and due diligence with respect to the proposed Transaction; provided, however, that the foregoing provision -shall not prevent either Party, without such consent, from employing any employee who (i) contacts the hiring Party directly at his or her own initiative without any direct or indirect -solicitation by or encouragement from the hiring Party, (ii) responds to a mass media solicitation or advertisement consistent with the hiring Party's past practices that is not directed at -employees of the other Party or (iii) is identified by a third party executive search firm or employment agency without any assistance from such Party.

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            (b) -For a period one year from the date of this Agreement, neither Party shall, without the prior written consent of the other Party or the other Party's board of directors, either -directly or indirectly through any affiliate or Representative or otherwise: (i) acquire, offer to acquire, or agree to acquire, by purchase, tender offer, merger, consolidation, share exchange -or otherwise, ownership or control of any voting securities, or any direct or indirect right to acquire any voting securities, of the other Party, any subsidiary thereof, or any successor corporation -thereto; (ii) make, or in any way participate in any "solicitation" of "proxies" (as such terms are used in the rules and regulations of the Securities and Exchange Commission) to vote, or seek -to advise or influence any person or entity with respect to the voting of, any voting securities of the other Party; (iii) seek or propose to influence or control the management or policies of -the other Party; (iv) make any public announcement with respect to, or submit a proposal for, or offer of any merger, acquisition or other business combination or extraordinary transaction -involving the other Party or any of its subsidiaries or any securities or assets of the other Party or any of its subsidiaries; (v) form, join or in any way participate in a "group"( as defined -in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, or (vi) request the other Party or any of the other party's -Representatives to amend or waive any provision of this paragraph 5(b) in any manner which may reasonably be expected to compel or result in public disclosure; provided that such limitations shall -expire upon the public announcement of a third party tender offer -for more than fifty percent of the outstanding voting

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    -securities of the other Party or a business combination between the other Party and a third party. Each Party (the "Representing Party") represents and warrants to the other Party that as of the date -of this Agreement the Representing Party does not directly or indirectly own or possess voting or dispositive control over any voting securities of the other Party.

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        6.    Return and Destruction of Evaluation Material.    At any time after termination of discussions by either Party -with respect to the Transaction, upon the request of the Furnishing Party, the Receiving Party shall promptly (and in no event later than five business days after such request) (a) redeliver or -cause to be redelivered to the Furnishing Party all copies of all Primary Evaluation Material in the possession or control of the Receiving Party or its Representatives which is in a visual or written -format and erase or destroy all copies of all such Primary Evaluation Material which is stored in electronic format, and (b) destroy or cause to be destroyed all Derivative Evaluation Material -in the possession or control of the Receiving Party or any of its Representatives. Nothing herein shall obligate the Receiving Party to provide any Derivative Evaluation Material to the Furnishing -Party. Notwithstanding the return, destruction or erasure of Evaluation Material hereunder, the Receiving Party and its Representatives shall continue to be bound by their confidentiality and other -obligations hereunder.

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        7.    Remedies.    Each Party agrees that money damages would not be a sufficient remedy for any breach of any -provision of this Agreement by it or any of its Representatives, and that in addition to all other remedies which either Party may have, each Party shall be entitled to specific performance and -injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all -other remedies available at law or in equity. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or -partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. In the event that either Party should institute proceedings to -enforce any provision of this Agreement, the prevailing Party in such proceedings shall be entitled to recover all expenses relating to the enforcement of this Agreement, including reasonable -attorneys' fees and costs, in addition to any other remedies.

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        8.    Miscellaneous.    

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            (a)    No License.    Neither Party grants a license, by implication or otherwise, under any of its trade secrets or -other intellectual property rights to the Receiving Party. The terms of this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of -the other Party's Evaluation Material. The Furnishing Party acknowledges that the Receiving Party may currently or in the future develop information internally, or receive information from other -parties, that is similar to the Evaluation Material. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have -developed for its products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.

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            (b)    Entire Agreement.    This Agreement contains the sole and entire agreement between the Parties with respect to -the confidentiality of the Evaluation Material and the confidentiality of their discussions, negotiations and investigations concerning a Transaction.

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            (c)    Amendment and Waiver.    This Agreement may be amended, modified or waived only by a separate written -instrument duly signed and delivered by or on behalf of both Parties.

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            (d)    Severability.    The invalidity or unenforceability of any provision of this Agreement shall not impair or -affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such provision in such circumstances would be inequitable.

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            (e)    No Obligation to Complete a Transaction.    It is expressly understood that this Agreement is not intended to, -and does not, constitute an agreement to consummate a Transaction, to conduct or continue negotiations with respect to a Transaction, or to enter into a definitive agreement with respect to a -Transaction, and neither Party shall have any rights or obligations of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or by virtue of any other written or oral -expression by the Parties' respective Representatives unless and until a definitive agreement with respect to a Transaction is executed and delivered by both Parties, other than for the matters -specifically agreed to herein. Both Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to provide or not to provide Evaluation Material to the Receiving -Party under this Agreement, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations at any -time. If either Party determines not to proceed with negotiations with respect to a Transaction, it will promptly inform the other Party of such determination.

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            (f)    Governing Law; Forum.    This Agreement shall be governed by and construed in accordance with the internal laws -of the State of Georgia, without regard to the principles of the conflict of laws thereof. Each Party consents and submits to the exclusive jurisdiction of the federal and state courts in the State of -Georgia, and the city of Atlanta, for the adjudication of any action, suit, or proceeding arising out of or otherwise relating to this Agreement.

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    [Signatures -on following page]

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        The -Parties have executed this Agreement as of the date first written above.

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EarthLink, Inc. PeoplePC, Inc.

-By:
 
-/s/  BRINTON O.C. YOUNG      

 
-By:
 
-/s/  CHARLES ORTMEYER      
Name: Brinton O.C. Young
 Name: Charles Ortmeyer
Title: EVP of Strategic Planning
 Title: SVP and General Counsel
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QuickLinks

-MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT
- - - - \ No newline at end of file diff --git a/contract-nli/raw/1111682_0000950123-00-003802_document_15.txt b/contract-nli/raw/1111682_0000950123-00-003802_document_15.txt deleted file mode 100644 index ef1468331027b620eb0818096b069a0e87fb16d8..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1111682_0000950123-00-003802_document_15.txt +++ /dev/null @@ -1,113 +0,0 @@ - - MUTUAL SECRECY AGREEMENT - - - This AGREEMENT effective as of the 17th day of May, 1996, is between -UCAR CARBON COMPANY INC., a Delaware corporation, having offices at 39 Old -Ridgebury Road, Danbury, Connecticut O68l7 (hereinafter referred to as "UCAR -CARBON"); and BALLARD POWER SYSTEMS INC., having an office at 9000 Glenlyon -Parkway, Burnaby, B.C. Canada V5J 5J9 (hereinafter referred to as "BALLARD"). - - WHEREAS, UCAR CARBON possesses certain proprietary information -(hereinafter UCAR CARBON Proprietary Information) relating to the manufacture of -flexible graphite for use in fuel cells: - - WHEREAS, BALLARD possesses certain proprietary information -(hereinafter BALLARD Proprietary Information) relating to fuel cells and -components for fuel cells. - - WHEREAS, UCAR CARBON and BALLARD desire to exchange such proprietary -information (hereinafter individually and collectively referred to as -"Proprietary Information") for the purpose of UCAR CARBON supplying flexible -graphite produced employing UCAR CARBON Proprietary Information to BALLARD under -a separate purchase order. - - WHEREAS, each party is willing to disclose to the other - 25 - -25- - - -party its Proprietary Information for the specific purposes of this Agreement -under the following conditions: - - 1. During the term of this Agreement, the receiving party agrees to -hold in confidence and not disclose to any person or persons, other than its -employees with a need to know, or use except for the purpose of this agreement, -for a period of fifteen (15) years from the date of each disclosure, any and all -Proprietary Information disclosed in writing and identified as Proprietary -Information by the disclosing party. If Proprietary Information is disclosed -orally or in other than written form, it must be identified as Proprietary -Information at the time of disclosure and summarized in writing and identified -as Proprietary Information by the disclosing party within thirty (30) days from -the date of the disclosure. It is understood that the foregoing obligation of -confidentiality does not apply to: - - a) information which at the time of disclosure is in the public domain; - - b) information which is published or otherwise becomes part of the - public domain through no fault of the receiving party after the - disclosure hereunder; - - c) information which the receiving party can demonstrate by reasonably - convincing evidence is already known or in the possession of the - receiving party at the time of disclosure hereunder; - - d) information that the receiving party can show was received by it - after the time of the disclosure hereunder from a third party on a - non-confidential basis who did not acquire such information directly - or indirectly from the disclosing party under an obligation of - confidence; or - 26 - -26- - - - e) information that is developed by an employee of the receiving party - independent of any such disclosure under this Agreement. - - - 2. The receiving party agrees to use at least the same degree of care -in maintaining the other party's Proprietary Information confidential as it does -for maintaining the confidentiality of its own Proprietary Information of a -similar nature. - - - 3. The receiving party agrees not to copy any Proprietary Information -without the written permission of the disclosing party, and shall return such -Proprietary Information and any copies when requested to do so by the disclosing -party during the term of this Agreement - - - 4. No license, express or implied, is granted by either party to the -other party under any patent, trade secret or copyright now or hereafter owned -by either party under this Agreement. - - - 5. This Agreement shall be construed and interpreted, and its -performance shall be governed by substantive laws of the state of Connecticut, -U.S.A., without recourse to its conflict of laws, rules or principles. - 27 - -27- - - - 6. Either party upon thirty (30) days notice given in writing to the -other party may terminate this Agreement. However, termination of the Agreement -will not affect the confidentiality and non-use obligations of either party. - - -AGREED: - -BALLARD POWER SYSTEMS INC. UCAR CARBON COMPANY INC. - - - -By /s/ Keith B. Prater By/s/ R.M. Flowers - ------------------- ---------------- - -Name Keith B. Prater Name R.M. Flowers - --------------- ------------ - -Title Vice President Title Dir.-Worldwide Tech. - -------------- -------------------- - -Date 21Jun96 Date July 2, 1996 - ------- ------------ diff --git a/contract-nli/raw/1112422_0000950153-08-001257_p75864exv99wxeyx4y.htm b/contract-nli/raw/1112422_0000950153-08-001257_p75864exv99wxeyx4y.htm deleted file mode 100644 index 4c62609c5de09c217b13dfa0a6905d305702cfa8..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1112422_0000950153-08-001257_p75864exv99wxeyx4y.htm +++ /dev/null @@ -1,792 +0,0 @@ - - -exv99wxeyx4y - - - - -
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- - NONDISCLOSURE - AGREEMENT -
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- THIS NONDISCLOSURE AGREEMENT (this “Agreement”), dated - as of March 28, 2007, is made by and between Motive, Inc., - a Delaware corporation, with a principal place of business at - 12515 Research Boulevard, Building 5, Austin, Texas 78759 USA - (hereinafter “Motive”) and Alcatel-Lucent, a a Societe - Anonyme organized under the laws of the Republic of France, with - a principal office at 54 rue La Boetie, 75008 Paris, France - (hereinafter “Alcatel Lucent”). -
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- -
- - RECITALS -
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- WHEREAS, Motive and Alcatel Lucent (jointly, the - “Parties” and each individually, a “Party”) - desire to enter into discussions related to a possible business - combination (the “Possible Transaction”), and these - discussions will of necessity involve the disclosure by one - Party (the “Disclosing Party”) to the other Party (the - “Receiving Party”) of confidential and proprietary - information; and -
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- WHEREAS, the Parties desire to (i) keep their discussions - and the nature and scope thereof confidential; and - (ii) reach an understanding with respect to the disclosure - of such information and the confidentiality of the discussions - in general; -
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- NOW, THEREFORE, in consideration of the mutual covenants and - agreements set forth in this Agreement, and for other good and - valuable consideration, the receipt and sufficiency of which are - hereby acknowledged, the parties hereto agree as follows: -
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- 1.  Definitions.  The - following terms shall have the meanings set forth below: -
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- 1.1. “Confidential Information” includes - all non-public information, whether written or oral (whatever - the form or storage medium), or gathered by inspection, or - acquired, directly or indirectly, by one Party or its - Representatives from the other Party or its Representatives in - connection with a Possible Transaction, regardless of whether - such information is specifically identified as - “confidential.” The term “Confidential - Information” does not include information which - (i) was known to the Receiving Party or its Representatives - or was in its or any of its Representatives’ possession - prior to the date of its disclosure pursuant to this Agreement - (except for information which was previously disclosed to the - Receiving Party or its Representatives under an obligation of - confidentiality to the Disclosing Party or its Representatives - and which continues to remain subject to those confidentiality - obligations); (ii) is or becomes generally available to the - public other than through an unauthorized disclosure by the - Receiving Party or its Representatives in violation of this - Agreement; (iii) becomes available to the Receiving Party - or its Representatives from a source other than the Disclosing - Party or its Representatives, provided that such source is not, - to the Receiving Party’s knowledge, prohibited from - transmitting such Confidential Information to the Receiving - Party by a contractual, legal or fiduciary obligation to the - Disclosing Party or its Representatives; or (iv) is - independently developed by the Receiving Party or any of its - Representatives as demonstrated by the written records of such - Party or Representatives which have not had access to the other - Party’s Confidential Information. -
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- 1.2. “Person”shall be broadly interpreted - to include, without limitation, any individual, corporation, - company, group, partnership, limited liability company or other - entity. -
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- 1.3.  “Representatives” means a - Party’s affiliates and its and their respective directors, - officers, employees, agents or representatives, including, - without limitation, its and their respective attorneys, - accountants, consultants and financial advisors. -
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- 1.4.  “Residuals” means technological - information and all ideas, concepts, and understandings related - thereto that would be inadvertently retained in non-tangible - form in the unaided memory of an ordinary Person unless such - Person intentionally memorized such technological information, - ideas, concepts and understandings for the purpose of retaining - and subsequently using or disclosing it for purposes other than - as authorized by this Agreement. -
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- 2.  Confidential Information. -
- -
 
- -
- 2.1. Each Party recognizes and acknowledges the value of - the Confidential Information and the damage that could result if - the Confidential Information were used or disclosed except as - authorized by this Agreement. Except as otherwise required by - applicable law or regulatory authority, each Party agrees to - keep confidential and not disclose, and cause its - Representatives to keep confidential and not disclose, to any - Person the Confidential Information it or its Representatives - receives from the other Party or its Representatives without the - Disclosing Party’s prior written consent, except as - provided below. The Receiving Party or its Representatives shall - be entitled to disclose the Confidential Information of the - Disclosing Party and provide copies of the same, without the -
-
 
- -
- -
- -

- -

- -

-

 

- -

- -
- Disclosing Party’s prior written consent, to those - Representatives of the Receiving Party who need to know such - Confidential Information solely for the purpose of evaluating - the Possible Transaction. The Receiving Party shall be - responsible for any violations of any provision of this - Agreement caused by any of the Receiving Party’s - Representatives. -
- -
 
- -
- 2.2. The Receiving Party acknowledges that the Evaluation - Material is being furnished to the Receiving Party in - consideration of the Receiving Party’s agreement that it - will not propose to the Disclosing Party or any other person any - transaction between the Receiving Party and the Disclosing Party - and/or its - security holders or involving any of its securities or security - holders unless the Disclosing Party shall have requested in - writing that the Receiving Party make such a proposal, and that - the Receiving Party will not acquire, or assist, advise or - encourage any other persons in acquiring, directly or - indirectly, control of the Disclosing Party or any of the - Disclosing Party’s securities, businesses or assets for a - period of two (2) years from the date of this Agreement - unless the Disclosing Party shall have consented in advance in - writing to any such action. -
- -
 
- -
- 2.3 The Receiving Party agrees that it will not use the - Evaluation Material in any way directly or indirectly - detrimental to the Disclosing Party. In particular, the - Receiving Party agrees that it and its Representatives will not - knowingly, as a result of knowledge or information obtained from - the Evaluation Material or otherwise in connection with the - Possible Transaction, directly or indirectly: (i) solicit, - divert or attempt to solicit or divert any business or customer - of the Disclosing Party or any of its affiliates; nor - (ii) solicit, the employment of, employ, divert or attempt - any of the foregoing with respect to, any employee of the - Disclosing Party or any of its affiliates -
- -
 
- -
- 3. Use of Confidential Information for Evaluation; - Disclosure.  Neither the Receiving Party nor - any of its Representatives shall use the Confidential - Information for any purpose, other than evaluation of the - Possible Transaction. Each Party hereby acknowledges that it is - aware, and that it will advise its Representatives who are - informed as to the matters which are the subject of this - Agreement, that United States securities laws prohibit any - person who has received from an issuer material, non-public - information concerning the matters which are the subject of this - Agreement from purchasing or selling securities of such issuer - or from communicating such information to any other person under - circumstances in which it is reasonably foreseeable that such - person is likely to purchase or sell such securities. The - restrictions on disclosure and use of Confidential Information - in this Agreement shall extend until the earlier of (a) the - expiration of the period set forth in Section 14 of this - Agreement, (b) the Parties’ entry into a separate, - subsequent agreement that contains confidentiality and - non-disclosure provisions that supersede this Agreement with - respect to the Confidential Information, and (c) such time, - if ever, the Confidential Information becomes publicly available - (otherwise than through a breach of this Agreement). Except to - the extent the Receiving Party’s legal counsel advises the - Receiving Party that disclosure is required by applicable law or - regulatory authority, without the prior written consent of the - Disclosing Party, the Receiving Party will not, and will direct - the Receiving Party’s Representatives not to, disclose to - any other Person that such Confidential Information has been - requested or made available, that discussions or negotiations - are taking place concerning the Possible Transaction, or any of - the terms, conditions or other facts with respect to the - Possible Transaction, including the status thereof, or the term - of this Agreement. -
- -
 
- -
- 4.  Requested Disclosure of Confidentialdential - Information. -
- -
 
- -
- 4.1 In the event that a Receiving Party or anyone to whom - the Receiving Party transmits such Confidential Information - pursuant to this Agreement is legally requested (by oral - questions, interrogatories, request for information or - documents, subpoena, civil investigative demand or similar - process) or otherwise required to disclose any Confidential - Information of a Disclosing Party, the Receiving Party will, - except as prohibited by law, provide the Disclosing Party with - written notice of same, prior to disclosing such Confidential - Information, so that the Disclosing Party may seek an - appropriate protective order - and/or waive - compliance with this Agreement. If, in the absence of a - protective order or the receipt of a waiver hereunder, the - Receiving Party is nonetheless legally compelled to disclose - such Confidential Information, it may, without liability - hereunder, furnish only that portion of such Confidential - Information that is legally required and will exercise - reasonable commercial efforts to obtain assurance that - confidential treatment will be accorded such Confidential - Information. -
- -
 
- -
- 4.2 If either Party, in its sole judgment, determines that - it is required by applicable securities laws to make disclosures - or public statements prohibited by Paragraph 3, the Party - may make such disclosures or public statements as may be - required by securities laws. The Disclosing Party shall provide - the other Party with prior notice to the extent practicable. -
-
 
- -
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-
- -

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- -

- -
- 5.  No License; Use.  Neither - the execution of this Agreement, nor the furnishing of any - materials or Confidential Information hereunder, shall be - construed as granting or conferring any rights to the other - Party, either expressly or by implication, estoppel or - otherwise, any license under any trademark, patent, copyright, - technological information or other information, or other - intellectual property; provided, however, that a Person who has - used or seen materials or information pursuant to this Agreement - shall not be precluded from using or disclosing Residuals. - Nothing in this Agreement shall be construed to limit the - Receiving Party’s right to independently develop - information, materials, technology, or other products or - services for itself or for others which may compete with the - Disclosing Party so long as no disclosures or use in violation - of this Agreement has been made by the Receiving Party. - Furthermore, nothing herein shall be construed as a - representation or inference by Receiving Party that it has not - already developed, or may be in the process of developing, or - may have already rightfully received or acquired from third - parties, information similar to that Confidential Information to - be disclosed by Disclosing Party hereunder. -
- -
 
- -
- 6.  Ownership of Confidential - Information.  The Confidential information - shall remain the property of the Disclosing Party, and the - Disclosing Party may demand the return thereof at any time by - written notice to the Receiving Party. Upon receipt of such - notice, the Receiving Party shall (a) return to the - Disclosing Party all Confidential Information received by the - Receiving Party or its Representatives from the Disclosing Party - or its Representatives; and (b) destroy and cause each of - its Representatives to destroy each and every copy of any - documents, drawings, data, memoranda and other written Materials - together with any tapes and computer stored information or the - parts thereof extracted from, embodying, containing or relating - to such other party’s Confidential Information; - provided, however, that one (1) copy of the - Confidential Information may be retained by the Receiving - Party’s outside counsel on a confidential basis for - purposes of verification. Any destruction pursuant to - (b) in the preceding sentence shall be promptly confirmed - in writing. -
- -
 
- -
- 7.  No Warranties.  The - Receiving Party acknowledges that neither the Disclosing Party - nor its Representatives makes any representation or warranty - hereunder as to the accuracy or completeness of any Confidential - Information of the Disclosing Party or other information - disclosed pursuant to this Agreement, each Party agrees to - assume full responsibility for all conclusions it derives from - the Confidential Information. The Receiving Party agrees that - neither the Disclosing Party nor its Representatives shall have - any liability hereunder to the Receiving Party or to any of the - Receiving Party’s Representatives on any basis (including, - without limitation, in contract, tort, under federal or state - securities laws, or otherwise) as a result of the use of such - Confidential Information by the Receiving Party and the - Receiving Party’s Representatives, it being understood that - only those particular representations and warranties that may be - made to the Receiving Party by the Disclosing Party or its - affiliates in a definitive transaction agreement, when, as and - if it is executed, and subject to such limitations and - restrictions as may be specified in such definitive agreement, - shall have any legal effect. Each Party and its respective - Representatives hereby expressly disclaim any and all liability - that may be based, in whole or in part, on errors or omissions - in any Confidential Information furnished hereunder. Unless and - until a definitive agreement (the “Definitive - Agreement”) with respect to a Possible Transaction has been - executed and delivered by the Parties hereto, neither Party will - be under any legal Obligation of any kind whatsoever to proceed - with a Possible Transaction in whole or in part or to continue - discussions relating thereto by virtue of this Agreement or any - written or oral expression with respect to such a Possible - Transaction by any of its Representatives. Prior to the - execution and delivery of the Definitive Agreement, either party - may terminate discussions and negotiations regarding a Possible - Transaction at any time, wit lout any liability whatsoever, save - for the obligations and duties specifically agreed to herein For - the purposes hereof, the term “Definitive Agreement” - does not include an executed letter of intent or any other - preliminary written agreement nor does it include any written or - verbal acceptance of an offer or bid. -
- -
 
- -
- 8.  Notices.  All notices, - requests, consents, and other communications required or - permitted hereunder shall be in writing and shall be personally - delivered, mailed using first-class, registered, or certified - mail, postage prepaid, sent using a nationally recognized - overnight courier to the following addresses or to such other - address as the parties hereto may designate in writing: -
- -
 
- -
 
- -
- ALCATEL LUCENT: -
- -
 
- -
- ALCATEL LUCENT
- 600 Mountain Avenue
-
-
 
- -
- Page 3 of 5 - -
-
- -

-

 

- -

- -
- Murray Hill, NJ 07974
- Attn: John R. McCord -
- -
 
- -
- with a copy to: -
- -
- ALCATEL LUCENT -
- -
- 600 Mountain Avenue -
- -
- Murray Hill, NJ 07974
- Attn: General Counsel -
- -
 
- -
 
- -
- MOTIVE: -
- -
 
- -
- MOTIVE, INC. -
- -
- 12515 Research Boulevard -
- -
- Building 5 -
- -
- Austin, TX 78759 -
- -
- USA -
- -
- Attn: General Counsel -
- -
 
- -
- All such notices, requests, consents and other communications - shall be deemed to be properly given (a) if delivered - personally to the address as provided in this Section, upon - delivery, (b) if sent by mail, three (3) business days - after the same has been deposited in mail, addressed and postage - prepaid as set forth above and (c) if delivered by - overnight courier to the address as provided in this Section, on - the earlier of the first business day following the date sent by - such overnight courier or upon receipt (in each case regardless - of whether such notice, request or other communication is - received by any other person to whom a copy of such notice is to - be delivered pursuant to this Section). Any Party from time to - time may change its address, facsimile number or other - information for the purpose of notices to that Party by giving - notice specifying such change to the other Party hereto. -
- -
 
- -
- 9.  Severability.  If any term - or provision of this Agreement is held by a court of competent - jurisdiction to be invalid, void or unenforceable, the remainder - of the terms and provisions of this Agreement shall remain in - full force and effect and shall in no way be affected, impaired - or invalidated. -
- -
 
- -
- 10.  Entire Agreement: Amendments: Consent to - Assignment.  This Agreement comprises the full - agreement between the Parties concerning the subject matter - hereof. This Agreement supersedes any prior understandings or - agreements, regardless of form, between the Parties with respect - to the subject matter hereof. No amendments, changes or - modifications may be made to this Agreement without the express - written consent of each of the Parties hereto. This Agreement - and the rights and obligations of a Party hereunder may not be - assigned, directly, indirectly, by operation of law or - otherwise, by either Part) without the prior written consent of - the other Party. -
- -
 
- -
- 11.  Governing Law and Venue.  This - Agreement shall be governed by and construed in accordance with - the laws of the State of New York applicable to contracts made - and to be performed therein, without giving effect to its - principles or rules regarding conflicts of laws, other than such - principles directing application of New York law. The state and - federal courts located in New York shall have non-exclusive - jurisdiction and venue over any dispute arising out of or - relating to this Agreement, and each Party consents to the - personal jurisdiction and venue of these courts. Each Party - waives any objection that it may now or hereafter have to the - laying of venue of any such proceeding in any court in the state - of New York and any claim that it may now or hereafter have that - any such proceeding in any court in the state of New York has - been brought in an inconvenient forum. -
- -
 
- -
- 12.  Remedies; Legal - Fees.  Each Party acknowledges that the other - would be irreparably injured if the Receiving Party breaches any - of its obligations under this Agreement. The Parties each agree - that money damages would not be a sufficient remedy for any - breach of this Agreement and that, in the event of a breach by a - Party or its Representatives, the other Party shall be entitled - to equitable relief, including injunction and specific - performance, as a remedy for such breach. Such remedies shall - not be deemed to be the exclusive remedies for a breach of this - Agreement by a Party or its Representatives but shall be in - addition to all other remedies available at law or equity to the - non-breaching Party. Each Party expressly agrees to waive the - defense that a remedy in damages will be adequate, and agrees to - use its reasonable best efforts to cause its Representatives to - waive, any requirement for the securing or posting of any bond - in connection with any such remedy. In the event of litigation - relating to this Agreement, if a court of competent jurisdiction - determines that a Party or any of its Representatives have - breached -
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- Page 4 of 5 - -
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- -
- this Agreement, then such Party shall be liable and pay to the - other Party the reasonable legal fees and expenses incurred by - the other Party in connection with such litigation, including - any appeal therefrom. -
- -
 
- -
- 13.  Waiver.  Each Party - understands and agrees that no failure or delay by the other - Party in exercising any right, power or privilege under this - Agreement shall operate as a waiver thereof nor shall any single - or partial exercise thereof preclude any other or future - exercise of any right, power or privilege hereunder. -
- -
 
- -
- 14.  Term of Agreement.  This - Agreement and the obligations of the Parties hereunder shall - terminate two years from the date hereof. -
- -
 
- -
- 15.  Binding Effect.  This - Agreement shall benefit and be binding upon the Parties and - their respective permitted successors and assigns. -
- -
 
- -
- 16.  Construction.  This - Agreement has been negotiated by the Parties and their - respective attorneys, and the language of this Agreement shall - not be construed for or against either Party. -
- -
 
- -
- 17.  Counterparts; Facsimile - Signatures.  This Agreement may be executed in - two or more counterparts, each of which shall be binding as of - the date first written above. Each such copy shall be deemed an - original, and it shall not be necessary in making proof of this - Agreement to produce or account for more than one such - counterpart. This Agreement may be executed and delivered by - facsimile and upon such delivery the facsimile signature will be - deemed to have the same effect as if the original signature had - been delivered to the other party. The original signature copy - shall be delivered to the other party by overnight courier. The - failure to deliver the original signature copy - and/or the - nonreceipt of the original signature copy shall have no effect - upon the binding and enforceable nature of this Agreement. -
- -
 
- -
- IN WITNESS WHEREOF, this Nondisclosure Agreement has been - executed by the parties hereto as of the day and year first - written above. -
- -
 
- -
- Alcatel-Lucent
-
- -
 
- - - - - - - - - - - - - - - -
  By:  - -
/s/  Scott - M. Ashby
-
- -
- -
- Name: Scott M. Ashby -
- -
- -
- Title: DEPUTY CFO -
- -
- -
 
- -
- Motive, Inc.
- a Delawara corporation -
- -
 
- - - - - - - - - - - - - - - -
  By:  - -
/s/  Jack - Greenberg
-
- -
- -
- Name: Jack Greenberg -
- -
- -
- Title: GENERAL COUNSEL & SECRETARY -
- -
-
 
- -
- Page 5 of 5 - -
-
- - \ No newline at end of file diff --git a/contract-nli/raw/1112999_0001193125-08-214471_dex105.htm b/contract-nli/raw/1112999_0001193125-08-214471_dex105.htm deleted file mode 100644 index 8046b206c8ed69b9181ca07f531d1890e217d6d4..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1112999_0001193125-08-214471_dex105.htm +++ /dev/null @@ -1,128 +0,0 @@ - -Lee & Pak Company, Ltd. Delivery Receipt - - - -

Mutual Non-Disclosure Agreement

This Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 -(“E-SMART”), and “Lee&Pak,.Ltd”, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea -(“LEE&PAK”).

BACKGROUND:

1. For the limited and sole -purpose, of evaluating E-SMART’s business and LEE&PAK’s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain -Confidential Information, as hereinafter defined, of the other.

2. Each party wishes to protect the confidentiality of its Confidential Information that may be -disclosed hereunder.

IN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows: -

ARTICLE 1

INTERPRETATION

1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“Agreement” means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART.

“Business Day” means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea.

“Disclosing Party” is the party who is disclosing Confidential Information to the other party.

“Confidential Information” shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which -is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, -trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, -forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of -each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the -Disclosing Party to the Receiving Party whether such information is -

- -

-

- -

-designated as confidential at the time of delivery or not. The term “Confidential Information” as used herein shall not include information:

 

- - - - -
 (I)which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated -to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party;

 

- - - - -
 (ii)which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure; -

 

- - - - -
 (iii)which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing -Party;

 

- - - - -
 (iv)which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it;

 

- - - - -
 (v)which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information. -

“Effective Date” shall mean the 30th day of May, 2008.

“Receiving Party” is the party who is the recipient of the other -party’s Confidential Information.

“Related Company” shall mean any corporation, company, or other entity which at the time of disclosure of -Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, “Control” means that more than fifty percent (50%) of the controlled -entity’s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity.

1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such -construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto.

ARTICLE II

NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION

2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or -use same for the benefit of others. Each party’s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement. -

- -

-

- -

2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the -Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party.

2.03 Ownership of Confidential Information. -The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other. -

2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own -Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, -agents and consultants on a “need to know” basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party’s information. Each -party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and -restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided -that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information. -

2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent -of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information.

2.06 -Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use -of, or the results of the use of, its Confidential Information.

ARTICLE III

TERM AND TERMINATION

3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as -provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party’s obligation to protect the Disclosing Party’s Confidential Information received prior to Termination shall -survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined.

3.02 Termination. -Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice.

3.03 Return. Each -party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all -copies thereof which may be or -

- -

-

- -

-have been in such party’s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten -(10) Business Days of the Termination of the Agreement and an officer’s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential -Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed.

3.04 Breach. Each party agrees that any -breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each -party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, -threatened breach or the continuation of any breach of this section.

ARTICLE IV

GENERAL

4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently -given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by -facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as -follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein:

 

- - - - -
 (a)LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu
Seoul, Korea

and

 

- - - - -
 (b)e-Smart Technologies, addressed to it at:
e-Smart Technologies, Inc.
526 W. 26th St./Ste. 710, New York, N.Y. 10001
Attention:

4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to -be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost -good faith of a level required by a trustee in the implementation of the obligations required hereunder.

4.03 Freedom to Disclose. Each party acknowledges -that, notwithstanding the execution of the Agreement, each Disclosing Party maintains the sole and absolute discretion to determine what, if any, of its Confidential Information shall be disclosed to the Receiving Party.

- diff --git a/contract-nli/raw/1113303_0000892917-12-000026_stilffnw13d120112am2ex3.htm b/contract-nli/raw/1113303_0000892917-12-000026_stilffnw13d120112am2ex3.htm deleted file mode 100644 index 29f2c516f7b02677eccb2dbd8320aaadf015633f..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1113303_0000892917-12-000026_stilffnw13d120112am2ex3.htm +++ /dev/null @@ -1,525 +0,0 @@ - - - stilffnw13d120112am2ex3.htm - Generated by SEC Publisher for SEC Filing - - - -
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Exhibit 3

- -

NON-DISCLOSURE AGREEMENT

- -

THIS NON-DISCLOSURE AGREEMENT (this -"Agreement"), dated this 11th day of January, 2012, is by and among -First Financial Northwest, Inc. (the "Company"), Stilwell Associates, -L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value -Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, -Stilwell Associates Insurance Fund of The S.A.L.I.  Multi-Series Fund L.P., -Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees -and representatives (collectively, the "Stilwell Group") and Spencer -L. Schneider, a director nominee of the Stilwell Group ("Schneider").

- -

WHEREAS, the Company has agreed to place Schneider on its -board of directors;

- -

WHEREAS, the Company, the Stilwell Group and Schneider -have agreed that it is in their mutual interests to enter into this Agreement -as hereinafter described.

- -

NOW THEREFORE, for good and valuable consideration, the -parties hereto mutually agree as follows:

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1.         In connection with Schneider serving on the -Company's board, Schneider and other Company employees, directors, and agents -may divulge nonpublic information concerning the Company and its subsidiaries -to the Stilwell Group and such information may be shared among the Stilwell -Group's employees and agents who have a need to know such information.  The -Stilwell Group expressly agrees to maintain all nonpublic information -concerning the Company and its subsidiaries in confidence.  The Stilwell Group -expressly acknowledges that federal and state securities laws may prohibit a -person from purchasing or selling securities of a company, or from -communicating such information to any other person under circumstances in which -it is reasonably foreseeable that such other person is likely to purchase or -sell such securities, while the first-mentioned person is in possession of -material nonpublic information about such company.  The Stilwell Group agrees -to comply with the Company's insider trading and disclosure policies, as in -effect from time to time, to the same extent as if it were a director of the -Company.  To the extent the nonpublic information concerning the Company and -its subsidiaries received by the Stilwell Group is material, this Agreement is -intended to satisfy the confidentiality agreement exclusion of Regulation FD of -the Securities and Exchange Commission (the "SEC") set forth in -Section 243.100(b)(2)(ii) of Regulation FD.

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2.         Each of the Stilwell Group and Schneider -represents and warrants to the Company that this Agreement has been duly and -validly authorized (in the case of the entity members of the Stilwell Group), -executed and delivered by them, and is a valid and binding agreement -enforceable against them in accordance with its terms.

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3.         Schneider hereby further represents and warrants -to the Company that: (a) he satisfies all of the qualifications to be a -director of the Company as set forth in Article III, Section 4 of the Company's -bylaws and any additional applicable qualifications under the laws of the State -of Washington or under the regulations of any bank regulatory authority, and -that he is not in any way precluded from serving as a director by order or -other action of any court,

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regulatory or other -governmental authority; and (b) no event has occurred with respect to Schneider -that would require disclosure in a document filed by the Company with the SEC -pursuant to the Securities Act of 1933, as amended, or the Securities Exchange -Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K.

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4.         The Stilwell Group acknowledges that with -regard to its obligations to maintain the confidentiality of nonpublic -information of the Company and its subsidiaries, monetary damages may not be a -sufficient remedy for any breach or threatened breach of this Agreement and -that, in addition to all other remedies, the Company may be entitled to seek -specific performance and injunctive or other equitable relief as a remedy for -such breach, and in conjunction therewith the Company shall not be required to -post any bond.

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5.         This Agreement constitutes the entire agreement -between the parties hereto pertaining to the subject matter hereof and -supersedes all prior and contemporaneous agreements, understandings, -negotiations and discussions of the parties in connection therewith not -referred to herein.

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6.         This Agreement shall be governed by, and -construed in accordance with the laws of the State of Washington, without -regard to choice of law principles that may otherwise compel the application of -the laws of any other jurisdiction. Each of the parties hereby irrevocably -consents to the exclusive jurisdiction of the state and federal courts sitting -in the State of Washington to resolve any dispute arising from this Agreement -and waives any defense of inconvenient or improper forum.

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7.         The terms and provisions of this agreement -shall be deemed severable, and in the event any term or provision hereof or -portion thereof is deemed or held to be invalid, illegal or unenforceable, such -provision shall be conformed to prevailing law rather than voided, if possible, -in order to achieve the intent of the parties, and, in any event, the remaining -terms and provisions of this agreement shall nevertheless continue and be -deemed to be in full force and effect and binding upon the parties.

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8.         All representations, warranties, covenants and -agreements made herein shall survive the execution and delivery of this -Agreement.

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9.         This Agreement may not be modified, amended, -altered or supplemented except upon the execution and delivery of a written -agreement executed by all of the parties hereto.

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10.       This Agreement may be executed in counterparts, -each of which shall be an original, but all of which together shall constitute -one and the same agreement.

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IN WITNESS WHEREOF, this Agreement -has been duly executed and delivered by duly authorized officers of the -undersigned as of the day and year first above written.

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THE STILWELL GROUP

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FIRST - FINANCIAL NORTHWEST, INC.

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By:

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/s/ Joseph - Stilwell

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/s/ Victor Karpiak

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Joseph - Stilwell

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Victor Karpiak, Chairman, President
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SPENCER L. - SCHNEIDER

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/s/ Spencer L. Schneider

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Spencer L. Schneider

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- - - \ No newline at end of file diff --git a/contract-nli/raw/1119985_0001047469-04-035924_a2147858zex-2_5.htm b/contract-nli/raw/1119985_0001047469-04-035924_a2147858zex-2_5.htm deleted file mode 100644 index 20c3de74e1f56a4af935c9472ebba123715fbe03..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1119985_0001047469-04-035924_a2147858zex-2_5.htm +++ /dev/null @@ -1,284 +0,0 @@ - - - - -
-QuickLinks - -- Click here to rapidly navigate through this document -

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Exhibit 2.5

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         -GRAPHIC -

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BILATERAL CONFIDENTIALITY AGREEMENT

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        THIS BILATERAL CONFIDENTIALITY AGREEMENT (this "Agreement") is -made as of the 12th day of November, 2002 (the "Effective Date") by and between STUART ENERGY SYSTEMS -CORPORATION ("Stuart Energy"), a Canadian corporation having a principal place of business at 5101 Orbitor Drive, Mississauga, -Ontario L4W 4V1 and HYDROGENICS CORPORATION ("Hydrogenics"), a Canadian corporation having a -principal place of business at 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8.

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        The -parties are entering into discussions related to exploring the possibility of Stuart Energy and Hydrogenics cooperating in joint business initiatives for their mutual benefit, -including, potentially, a business combination (the "Discussions"). During the course of such Discussions and any subsequent negotiations (the -"Negotiations"), either party may have need of information from the other party that is regarded as confidential or may constitute a trade secret or -other proprietary corporate information. Accordingly, the parties agree as follows:

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1.     Confidential Information.

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    (a)
    "Confidential Information" as used in this Agreement is defined as written or oral information or materials, in whatever form, that -(i) is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") -in connection with the Discussions and/or the Negotiations; and (ii) relates to the business and/or affairs of the Disclosing Party, and includes, but is not limited to, the business and -marketing plans and strategies, customers, suppliers, distributors, agents, research and product development plans, products, product cycles, technology, operations, assets, intellectual property, -know-how, software, source code, copyright works, trade-marks, concepts, ideas, data, designs, "look and feel" design elements, specifications, inventions, algorithms, formulae, processes, -techniques, systems and improvements, partnerships, joint ventures, financial statements, financial projections, models, studies, and works in progress of the Disclosing Party. -

    (b)
    "Confidential Information" as used in this Agreement shall not include: -

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    (i)
    information -that is publicly known at the time of disclosure by the Disclosing Party or thereafter becomes publicly known (other than as a result of a breach of the -obligations of the Receiving Party contained in this Agreement to maintain the confidentiality of such Confidential Information); -

    (ii)
    information -that is actually known to the Receiving Party prior to the time of receipt of such Confidential Information by the Disclosing Party; -

    (iii)
    information -that is furnished to the Receiving Party by a third party who, to the best of the Receiving Party's knowledge after due inquiry, is not bound by a -confidentiality agreement with, or by an obligation of confidence to, the Disclosing Party; -

    (iv)
    information -that is independently acquired or developed by the Receiving Party without use of, or reference to, the Confidential Information of the Disclosing Party and -without otherwise contravening the terms and provisions of this Agreement; and -

    (v)
    information -in regards to which the Disclosing Party authorizes in writing to the Receiving Party their release from the confidentiality and/or limited use obligations -contained in this Agreement.
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2.     Non-Disclosure.    The Receiving Party shall, during the term of this Agreement and -for a period of five (5) years after the termination of this Agreement, use reasonable care to maintain the confidentiality of Confidential Information and to limit its disclosure to only:

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    (a)
    those -of its directors, officers, employees, agents or professional advisors as have a need to know that Confidential Information in order that the objectives of the Discussions and -Negotiations can be achieved; and -

    (b)
    to -any of its affiliates or subsidiaries so long as the affiliate or subsidiary understands and agrees that the Confidential Information is being provided subject to all terms and -conditions of this Agreement.
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For -the purposes of this Agreement, the term "reasonable care" shall mean the same degree of care exercised by the Receiving Party with respect to its -own information of the same nature as Confidential Information. Notwithstanding the foregoing, the Receiving Party shall be responsible for the compliance by any of the parties listed in -subsections 2(a) and (b) above with the provisions of this Agreement. The Receiving Party shall issue written instructions to those parties listed in subsections 2(a) -and (b) above requiring them to comply with the Receiving Party's obligations referred to in this Section 2 and to use the Confidential Information only to assist in achieving the -objectives of the Discussions and Negotiations. Any failure on the part of any of those parties listed in subsections 2(a) and (b) above to comply with the written instructions will be -deemed to be a breach of this Section 2 by the Receiving Party.

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3.     Legally Required Disclosure.    If the Receiving Party becomes legally compelled to disclose any -Confidential Information, the Receiving Party shall:

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    provide -the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the -provisions of this Agreement; and -

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    delay -such disclosure as long as reasonably possible (without incurring liability for failure to make such a disclosure) to permit the Disclosing Party to seek a protection order and -to allow for consultation with the Disclosing Party with respect to any reasonable alternatives to the required disclosure and with respect to the content of that disclosure.
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In -the event that a protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that -Confidential Information which the Receiving Party's counsel advises by written opinion is legally required to be disclosed and, to the extent possible under the circumstances, shall exercise -commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information that is disclosed.

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4.     Use of Confidential Information.    Confidential Information shall not be copied or used by the -Receiving Party for any purpose other than the Discussions and Negotiations. With regard to Confidential Information that is covered by copyrights belonging to the Disclosing Party, it is agreed that -the Disclosing Party reserves all rights therein. However, the parties further agree that a limited number of copies of written information covered by such copyrights may be made by the Receiving -Party so that the Receiving Party can adequately use such Confidential Information within the terms and conditions of this Agreement, provided that all proprietary legends and notices on the originals -are also reproduced on such copies and that each copy is controlled by the Receiving Party as an original in accordance with the terms of this Agreement.

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5.     Ownership of Confidential Information.    Confidential Information shall remain the exclusive -property of the Disclosing Party, that the Disclosing Party is entitled to protect, and the Receiving Party shall develop no rights in the Confidential Information as a result of the disclosure. The -Receiving Party explicitly agrees that all Confidential Information disclosed under the terms of this Agreement is being received subject to the Disclosing Party's ownership rights in the Confidential -Information and, further, subject to all relevant intellectual and/or proprietary property rights of the Disclosing Party, including the relevant laws governing patents, trademarks, copyrights, trade -secrets and unfair competition. Nothing in this Agreement shall be construed as granting or conferring upon the Receiving Party, expressly, impliedly, or otherwise, any licenses or other rights under -any patents, trademarks or any other intellectual and/or proprietary rights which the Disclosing Party now owns or may acquire after this Agreement takes effect.

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6.     Return of Confidential Information.    The Receiving Party shall, at its own expense, promptly -return to the Disclosing Party all Confidential Information, including all written information, whether originals or copies of documents, records, summaries, analyses, and notes, and all materials in -its possession that contain Confidential Information, regardless of who authored or generated such written information or materials, to the Disclosing Party immediately upon their request. If any of -the Confidential Information is destroyed prior to the request, an adequate response to a return request of that Confidential Information by the Disclosing Party will be a written certificate, -executed by an authorized officer of the Receiving Party, certifying that the relevant Confidential Information was destroyed. Additionally, the Receiving Party shall at the same time remove all -digital representations, in any form, that contain any Confidential Information, from all electronic storage media in its possession or under its control.

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7.     Information Regarding Existence of Discussions and Negotiations.    During the term of this -Agreement, except as required by law, no party shall issue any statement, confirm or otherwise disclose to the general public, to the news media or to any third party, except with the prior written -consent of the other party both as to the content and timing of the disclosure (such consent not to be unreasonably withheld or delayed):

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    (a)
    that -the Discussions and/or Negotiations are taking or have taken place; -

    (b)
    that -the parties have exchanged information with a view toward the consummation of any agreement; or -

    (c)
    the -existence of this Agreement.
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8.     No Warranty or Representation.    The Disclosing Party makes no representation or warranty, -express or implied, to the Receiving Party or any other person as to the accuracy or completeness of the Confidential Information and shall be under no obligation to update, supplement or amend the -Confidential Information as a result of subsequent events or developments or for any other reason. The Disclosing Party shall have no liability, direct or indirect, to the Receiving Party or any other -person as a result of the use of, or reliance on, any Confidential Information delivered to the Receiving Party pursuant to this Agreement.

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9.     No Commitment to Enter Into Any Other Agreement(s).    The parties agree that the execution of -this Agreement does not in any way constitute a binding commitment on the part of either party to complete the Discussions or Negotiations or enter into any joint business initiative(s) or any other -resulting transaction(s) with the other party.

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10.   Right to Enjoin Disclosure.    The parties acknowledge that this Agreement is necessary to -protect their trade, commercial and financial interests, and that a Receiving Party's unauthorized disclosure or use of Confidential Information or other breach of this Agreement will result in -immediate and irreparable harm that cannot be fully or adequately compensated by monetary damages. The parties accordingly -agree that in addition to claiming damages, the Disclosing Party may seek a temporary restraining order and injunction to protect its Confidential Information. The Receiving Party will not raise the -defence of an adequate remedy at law. This provision does not alter any other remedies available to the parties.

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11.   Termination.    Either party may terminate this Agreement by providing written notice to the -other party. Notwithstanding termination, the obligations of limited use and nondisclosure under this Agreement shall remain in effect until expiration of the period referred to in Section 2.

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12.   Amendment; Entire Agreement.    This Agreement may only be amended by written agreement of both -parties. This Agreement constitutes the entire agreement between the parties regarding confidentiality and use of Confidential Information disclosed in connection with the Discussions or the -Negotiations. This Agreement supersedes all previous oral and written agreements, if any, between the parties regarding the confidentiality of information disclosed in connection with the Discussions -or the Negotiations.

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13.   No Assignment.    Neither party may assign any of its rights or delegate any of its obligations -under this Agreement, except with the prior written consent of the other party, unless the assignment is made to an affiliate of the assigning party or is part of the merger, sale or other transfer of -all or substantially all of the assets of the assigning party used to carry out the business to which this Agreement pertains and all of the obligations under this Agreement are assumed by the -assignee or transferee.

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14.   Notices.    Any notice, request or consent which may or is required to be given pursuant to this -Agreement will be in writing and will be delivered or faxed as follows: if to Stuart Energy, to Stuart Energy Systems Corporation, 5101 Orbitor Drive, Mississauga, Ontario, L4W 4V1, Attention: -R. Randall MacEwen, Vice President, Corporate Development, General Counsel and Corporate Secretary, facsimile number 905.282.7701, or if to Hydrogenics, to Hydrogenics Corporation, -5985 McLaughlin Road, Mississauga, Ontario L5R 1B8, Attention: Jonathan Lundy, Vice President, Strategic Development and Corporate Secretary, facsimile number 905.361.3626 or to such -other address as the relevant party may from time to time advise by notice in writing given in accordance with this Section 14. The time and date of receipt of any such notice, request or -consent will be deemed to be the time and date of the actual receipt thereof.

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15.   Invalidity of Provisions.    If any provision of this Agreement is held to be invalid or -unenforceable, in whole or in part, such invalidity or unenforceability shall not affect any other provision of this Agreement and all other provisions of this Agreement shall continue in full force -and effect.

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16.   Governing Law.    This Agreement shall be exclusively governed by, and construed in accordance -with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereby submits and attorns to the non-exclusive jurisdiction of the courts of the -Province of Ontario.

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17.   Counterparts.    This Agreement may be executed in counterparts, and each such executed -counterpart will be deemed to be an original instrument, but all such counterparts together will constitute one and the same instrument. This Agreement may be executed by facsimile transmission.

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        IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.

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  STUART ENERGY SYSTEMS CORPORATION

 
 
-By:
 
-/s/  R. RANDALL MACEWEN      
R. Randall MacEwen
-Vice President, Corporate Development
-I have authority to bind the company.
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  HYDROGENICS CORPORATION

 
 
-By:
 
-/s/  JONATHAN LUNDY      
Jonathan Lundy
-Vice President, Strategic Development
-I have authority to bind the company.
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QuickLinks

- -BILATERAL CONFIDENTIALITY AGREEMENT
- - - - \ No newline at end of file diff --git a/contract-nli/raw/1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt b/contract-nli/raw/1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt deleted file mode 100644 index 0dd134c94f5b51ba6aec26cbc0b076573690e20e..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt +++ /dev/null @@ -1,167 +0,0 @@ - - - EXHIBIT 14.8 - - -MORGAN BEAUMONT, INC. -GLOBAL TECHNOLOGY SOLUTIONS - - - NON-CIRCUMVENTION / NON DISCLOSURE - AND - CONFIDENTIALITY AGREEMENT - - This Agreement, dated as of Feb - 1, 2005 is made by and between Morgan -Beaumont, Inc. ("Morgan Beaumont") and Mtel Communications Inc. as well as their -respective subsidiaries, affiliates and agents (collectively referred to as the -"Parties"). - - In consideration of the Parties herein furnishing each other with -certain information, data and ideas which are either non-public, confidential -or proprietary in nature and the introduction, negotiating, representing and/or -assisting in the transaction of business through such introduction, negotiating, -representing and/or assisting (hereinafter referred to as "Proprietary -Information") the Parties agree as follows: - -1. Each Party agrees to maintain and to cause its officers, directors, -employees, agents, advisors, subsidiaries and affiliates (collectively -"Affiliates") to maintain the confidentiality of any Proprietary Information -regarding the business affairs, property, or methods of operation or other -Proprietary Information relating to the other and obtained by a Party during the -term of-this Agreement. Bach Party hereto agrees that this Proprietary -Information constitutes commercial and financial information and such -Proprietary Information shall remain privileged and confidential and shall not -be (a) used by the Party receiving it or its Affiliates for any purpose other -than evaluating a proposed transaction (a "Transaction"), or (b) disclosed -without the prior writes consent of the other Party except to the extort -required by applicable law or judicial or administrative process. Each Party -epees to keep confidential this Agreement and not to distribute or show copies -of it or disclose the contents hereof to any person or entity not subject to -this Agreement (except its Legal and accounting advisors with a written -agreement to keep the seine confidential) without the prior written consent of -the other Patty, except to the extent required by applicable law or judicial or -administrative process. - -2. Notwithstanding the above, Proprietary Inform on shall not include -information (a) which is in or comes into the public domain or may be derived -from information which is in or comes into the public domain through a source -other than the Party receiving the information or its Affiliates; (b) is already -in the possession of the Party receiving the information prior to receiving it -from the other party; or (c) which becomes known to the party receiving the -information through a source that it believes is not subject to a -confidentiality agreed with or other obligation of secrecy to the other Party -and such source is not subject to any other prohibition against transmitting the -information. - - - 1 - - - -3. Each Party acknowledges that any Proprietary Information given by the -disclosing Party to the other Party in connection with this Agreement shall be -the sole and exclusive property of the disclosing Party, including all -applicable rights to patents, copyrights, trademarks and trade secrets inherent -therein and appurtenant thereto, and that no license or other right therein are -created by this Agreement. - -4. In the event that a Party or anyone to whom a Party supplied Proprietary -Information receives a request to disclose all or any part of the Proprietary -Information under the terms of a subpoena, order, civil investigative demand or -similar process issued by a court of competent jurisdiction or by a government -body, that Party shall immediately notify the other Party of the existence, -terms and circumstances surrounding such a request, consult with the other Party -on the advisability of taking legally available steps to resist or remove such -request, and if disclosure of such information is required, the Party will (a) -furnish only that portion of the Proprietary Information which in its reasonable -opinion, based upon advice of counsel, it is legally compelled to disclose, and -(b) at the other Party's cost, cooperate with the efforts of the Party to obtain -order or other reliable assurance that confidential treat will he accorded to -such portion of the Proprietary Information as may be disclosed. - -5. Each Party acknowledges that although the Party delivering the Proprietary -Information has endeavored to include Proprietary Information that is relevant -for purposes of the other Party's evaluation of a Transaction, the delivering -Party makes no representation or warranty as to the accuracy or completeness of -the Proprietary Information neither the delivering Party nor its Affiliates -shall have any liability to the receiving Party OR an Affiliate arising out of -the riving Patty's or an Affiliate's use of the Proprietary Information or -reliance thereon. - -6. In the event that a Transaction between Parties is not entered into, or is -entered into but thereafter terminated, each Party will, at the request of the -other Party, promptly deliver all Proprietary Information to the other Party -without retaining any copies thereof. - -7. Each Party understands That the Proprietary Information disclosed to it is a -unique and valuable asset of the other Party, that violation of this Agreement -would cause the other Party immediate and irreparable harm, and that the -remedies at law may be inadequate. Each Party therefore consents to the entry of -a restraining order and a preliminary and permanent injunction restraining any -such violation without proof of actual damages. Each Party agrees that any money -damages shall include all pecuniary beets obtained by the receiving Party and -its Affiliates as a result of any brunch of this Agreement. - -8. Each party agrees that without the prior written consent of the other Party, -it shall not, in reference to this Agreement, use or permit to be used the name -(or any variation thereof from which any connection with each may be inferred or -implied), trademark, servicemark, or any logo of the other Party or its -Affiliates. - -9. Each Party acknowledges that preliminary dealings and discussions, and this -letter, shall not be construed in any way as an obligation of either Party to go -forward with or consummate any Transaction. In the event the Parties -consummate any Transaction a formal and binding Agreement shall be executed by -the Parties. - - 2 - - - -10. This Agreement shall be governed and construed in accordance with the laws -of the state of Florida without giving effect to the principles of conflict of -law. No failure, neglect, or forbearance on the part of either Party to require -strict performance of this Agreement shall be construed as a waiver of the -rights or remedies of such Party. - -11. The Parties of THIS Agreement acknowledge that no effort shall be made to -circumvent its terms in an attempt to gain cessions, fees, remuneration or -considerations to the benefit of any of the Parties of this Agreement while -excluding equal or agreed to benefits to any of the other parties. And that -further, throughout the terns OF this agreement the parties agree that they -shall not, as either owner, co-owner, partner, joint venture, employees, agent, -sales person, service person, officer, director, stockholder, or in any other -capacity whatsoever, or on behalf of any other business entity, become engaged -directly or indirectly with any person, firm, corporation, association, or other -entity or entities introduced as a result of this agreement without the direct -participation and authority of-the introducing party. The parties agree that any -such breech of this provision shall cause severe damage for which the injured -party will have the right to consequential monetary damages and injunctive -relief and protection against the offending party and any person, firm, -corporation, association, or other entity or entities introduced as a result of -this agreement with whom the offending party enters into such circumvention. - -12. This Agreement shall remain in effect for a period of five (5) years from -date hereof. In the event any court shall determine that the length of time or -the areas coveted by any one individual stipulation, term, or provision -excessive, the Agreement shall nut be rendered invalid thereby and the court -shall modify the length of time or the area covered to the extent necessary to -make the Agreement valid and binding. - - IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be -executed as of the date first written above. - - -MORGAN BEAUMONT, INC. Mtel COMMUNICATIONS INC. - - -By: By: /S/ - ------------------------ ------------------------ - - -Date: Date: - ----------------------- ----------------------- - - - - 3 \ No newline at end of file diff --git a/contract-nli/raw/1120792_0001019687-05-002206_morgan_10qex5-2.txt b/contract-nli/raw/1120792_0001019687-05-002206_morgan_10qex5-2.txt deleted file mode 100644 index 9a81389ffd5e973e3b1e54a915560ae42fbe6cd3..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1120792_0001019687-05-002206_morgan_10qex5-2.txt +++ /dev/null @@ -1,167 +0,0 @@ - - -EXHIBIT 5.2 - - - MUTUAL NON-DISCLOSURE AGREEMENT - - This Agreement made this 22 of March 2005, by and between Symmetrex -Inc. ("Symmetrex") with an address of 850 Trafalgar Court, Suite 110, Maitland -FL, 32751 and MORGAN BEAUMONT INC. with an address at 6015 31st Street East, -Bradenton, FL 34203 ("Other Party"). - - WHEREAS, SYMMETREX and Other Party (jointly the "parties") wish to -disclose to each other certain information solely for the purpose of evaluating -a proposed business arrangement between the parties (the "Evaluation"); and - - WHEREAS, in consideration of and as an inducement for and condition of -such disclosure, each party hereby requires the other party to agree to the -terms and conditions of this agreement. - - NOW, THEREFORE, for adequate consideration acknowledged to be received -by each party, each party, intending to be legally bound, hereby agrees as -follows: - - 1. For all purposes of this agreement, the following definitions shall -apply: - - A. "Confidential Information" of a party shall mean any trade -secrets, know-how, inventions, products, designs, methods, techniques, systems, -processes, software programs, works of authorship, business plans, customer -lists, projects, plans, pricing, proposals and any other information which a -party discloses to the Recipient Party that: (i) if disclosed in writing is -clearly marked as confidential or carries a similar legend; or (ii) if disclosed -verbally or in tangible form is identified as confidential at the time of -disclosure, then summarized in a writing so marked by the Disclosing Party and -delivered to the Recipient Party with fifteen (15) days. Confidential -Information shall also include the terms of this agreement, the fact that the -information is being made available to the parties hereunder and the fact that -the parties are contemplating a possible business arrangement. - - B. "Disclosing Party" shall mean, with respect to any -information disclosed by one party to the other, the party which, directly or -through one of its agents, discloses such information. - - C. "Recipient Party" shall mean, with respect to any -information disclosed by one party to the other, the party which receives such -information. - - 2. Each Recipient Party with respect to Confidential Information -received by it hereunder shall: - - A. Hold such Confidential Information in strict confidence and -protect it in accordance with a standard of care which shall be no less than the -care it uses to protect its own information of like importance and in no event -less than reasonable care. - - B. Not use such Confidential Information for any purpose -except as is necessary for the Evaluation referenced above or as otherwise -authorized in writing by the Disclosing Party of such information in advance. - - C. Not disclose Confidential Information to any person other -than to one of the Recipient Party's directors, officers, employees, -representatives, consultants or agents (collectively called "Representatives") -who need to know such information for the purposes of the Evaluation, provided -that each Representative shall be informed, directed and obligated by the -Recipient Party to treat such information in accordance with the obligations of -this agreement and the Recipient Party shall be liable for breach of any such -obligation by any of its Representatives. - - D. Not copy or otherwise duplicate such Confidential -Information, or knowingly allow anyone else to copy or otherwise duplicate any -such Confidential Information without the Disclosing Party's prior written -approval. - - 3. Each Recipient Party shall notify the Disclosing Party in the event -that any Confidential Information of the Disclosing Party is required to be -disclosed by the Recipient Party by judicial, administrative or other govern -mental order. Such notification shall be made reasonably promptly so that the -Disclosing Party, at its expense, may seek a protective order or other -appropriate remedy. Provided such notification is given, the Recipient Party is -hereby authorized to comply with such judicial, administrative or governmental -order. The Recipient Party shall provide the Disclosing Party reasonable -cooperation (at the expense of the Disclosing Party) in connection with any -protective order or other remedy sought by the Disclosing Party in connection -with such order. - - - - - 4. The obligations imposed on a Recipient Party with respect to -Confidential Information shall not apply to Confidential Information disclosed -to it hereunder which (a) the Recipient Party can demonstrate is, at the time of -disclosure, already known to the Recipient Party, (b) is or becomes generally -known to the public or is otherwise deemed to be in the public domain through no -wrongful act of the Recipient Party, (c) is received from a third party who has -the legal right to so furnish such Confidential Information, or (d) the -Recipient Party can demonstrate is independently developed by or for the -Recipient Party without use of Confidential Information. - - 5. Upon the written request of the Disclosing Party with respect to any -Confidential Information disclosed by it hereunder, the Recipient Party shall -return to the Disclosing Party any or all of such information and all copies, -contracts or other reproductions in whole or in part thereof or, with the -written permission of such Disclosing Party, effect the destruction of all of -same and certify such destruction in writing to the Disclosing Party. - - 6. Each party acknowledges that the other party has no legal obligation -pursuant to this agreement to disclose information to it hereunder but is doing -so as an accommodation to the Recipient Party in reliance upon the terms of this -agreement and that all information received by the Recipient Party hereunder -cannot be relied upon as a representation or warranty of the Disclosing Party -and, accordingly, no Disclosing Party shall be liable for any reliance upon any -information disclosed by it hereunder, unless otherwise agreed to in writing by -the Disclosing Party. - - 7. Nothing contained in this agreement shall be construed as granting -to either party any right, title or interest in any information disclosed -hereunder to it, except for the limited right to use and disclosure as expressly -permitted hereunder. - - 8. Each Recipient Party shall on any copies it may make of any -information received hereunder maintain any and all copyright, patent or -trademark notices which may appear on such information when so received. - - 9. Each party represents that the disclosure by it of information -hereunder does not violate the rights of any other entity. - - 10. If either Party breaches its promises made in this Agreement, the -non-breaching Party will have available to it all remedies available under law. - - 11. This agreement shall become effective on the date it is fully -executed and delivered by both parties and both this agreement and the duties of -the parties hereunder shall continue for a period of two years after the last -disclosure of information made hereunder. - - 12. This agreement shall be binding upon and inure to the benefit of -each party and its successors. No representations have been made to induce -either party to enter this agreement other than those expressly stated herein. -This agreement supersedes all prior or contemporaneous agreements or expressions -of intent or understanding and is the entire agreement between the parties with -respect to its subject matter. Neither party shall be charged with any waiver of -any provision of this agreement unless such waiver is evidenced by a writing -signed by an authorized officer of such party and any such waiver shall be -limited to the terms of such writing. This agreement shall not be changed or -terminated, except by a writing signed by an authorized officer of Symmetrex and -an authorized officer of Other Party. This agreement shall be governed by the -laws of the State of Florida, without regard to the conflicts of law principles -of that state. - - IN WITNESS WHEREOF, the parties have executed this agreement as of the -date stated above. - - -MORGAN BEAUMONT, INC. SYMMETREX INC - - -NAME: Erik Jensen NAME: Joseph W. Adams - -------------------------- ---------------------------- - -TITLE: President TITLE: President - -------------------------- ---------------------------- - -SIGNATURE: /s/ Erik Jensen SIGNATURE: /s/ Joseph W. Adams - ---------------------- ------------------------ - -DATE: 3/22/2005 DATE: 3/22/05 - --------------------------- ----------------------------- \ No newline at end of file diff --git a/contract-nli/raw/1123713_0001021408-00-003137_0016.txt b/contract-nli/raw/1123713_0001021408-00-003137_0016.txt deleted file mode 100644 index 7e2ff4808950945836a95b03b8e1215edcedb88b..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1123713_0001021408-00-003137_0016.txt +++ /dev/null @@ -1,235 +0,0 @@ - - MUTUAL NON-DISCLOSURE AGREEMENT - -THIS AGREEMENT made as of the this day of , 1999 - -BETWEEN - ImagicTV Inc., a corporation incorporated under - the laws of Canada and having a place of business - in the City of Saint John, in the County of Saint - John, Province of New Brunswick, ("ImagicTV"). - - AND - - NBTel Inc., a Canadian corporation with its - principal place of business at One - Brunswick Square, Saint John, New - Brunswick, Canada, (hereinafter "NBTel") - - WHEREAS both ImagicTV and NBTel1 possesses certain confidential -proprietary information and intellectual property; - - AND WHEREAS, ImagicTV and NBTel intend to participate in a program of -discussions, correspondence, and/or planning sessions in connection with the -pursuit, evaluation and/or feasibility of a business relationship, and/or -consummation of a transaction (the "Program") which may result in the mutual -exchange of certain confidential information and intellectual property as herein -defined; - - AND WHEREAS, ImagicTV and NBTel have agreed to enter into this -agreement (the "Agreement") to prevent the unauthorized use and disclosure of -ImagicTV's confidential proprietary information and intellectual property; - - NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the -mutual covenants and conditions hereinafter contained, the parties hereto agree -as follows: - - I. Confidential Information - - For purposes of this Agreement, "Confidential Information" shall mean - the information, data, know-how, trade secrets, strategic and - development plans, business plans, co-developer identities, data, - business records, - - 31 - - - customer lists, any and all versions of software and related - documentation, and all other information and documentation which is - related to ImagicTV's DTV Manager System and NBTel's systems and - operations which may be disclosed between each party or to which - either party may be provided access by the other party or others in - accordance with this Agreement, or which is generated as a result of - or in connection with the Program, which is not generally available to - the public. - - II. Exceptions - - "Confidential Information" will not include information which the - receiving party can establish (a) was, on the date of this Agreement, - generally known to the public; or (b) became generally known to the - public after the date of this Agreement other than as a result of the - act or omission of the receiving party; or (c) was rightfully known to - the receiving party prior to that party's leaming or receiving the - same from the other party; or (d) is or was disclosed by the - disclosing party to third parties generally without restrictions; or - (e) the receiving party lawfully received from a third party without - the third party's breach of agreement or obligation of trust; or (f) - was independently developed by the receiving party; or (g) was - disclosed pursuant to the order of a court or other government body, - or as required by law. - - III. Intellectual Property - - For the purposes of this Agreement, "Intellectual Property" shall mean - any and all intellectual property to which the disclosing party has - proprietary rights and may include "Confidential Information" which is - related to ImagicTV's DTV Manager System and NBTel's operations and - systems, which may be disclosed between each party or to which either - party may be provided access by the other party or others in - accordance with this Agreement, or which is generated as a result of - or in connection with the Program. - - IV. Nondisclosure Obligations - - Each party considers all of its Confidential Information and - Intellectual Property to be propriety. All of the disclosing party's - Confidential Information and Intellectual Property shall at all times, - and throughout the world, remain the property of the disclosing party - exclusively, and all applicable rights in patents, copyrights and - trade secrets shall remain in the disclosing party exclusively. The - receiving party promises and agrees to - - 32 - - - receive and hold the Confidential Information and Intellectual - Property in confidence. - - Without limiting the generality of the foregoing, the receiving party - further promises and agrees: (a) to protect and safeguard the - Confidential Information and Intellectual Property against - unauthorized use, publication or disclosure; (b) not to use any of the - Confidential Information and Intellectual Property except for the - Program; (c) not to, directly or indirectly, in any way, reveal, - report, publish, disclose, transfer or otherwise use any of the - Confidential Information and Intellectual Property except as - specifically authorized by disclosing party in accordance with this - Agreement. (d) not to use any Confidential Information and - Intellectual Property to compete or obtain advantage vis a vis - disclosing party in any commercial activity contemplated by the - parties in connection with the Program; (e) to restrict access to the - Confidential Information and Intellectual Property to those of its - officers, directors, and employees who clearly need such access to - carry out the Program; (f) to advise each of the persons to whom it - provides access to any of the Confidential Information and - Intellectual Property, that such persons are strictly prohibited from - making any use, publishing or otherwise disclosing to others, or - permitting others to use for their benefit or to the detriment of - disclosing party, any of the Confidential Information and Intellectual - Property, and, upon request of disclosing party, to provide disclosing - party with a copy of a written agreement to that effect signed by such - persons; and (g) to comply with any reasonable security measures - requested in writing by disclosing party. - - V. No Right to Confidential Information and Intellectual Property - - Each party hereby agrees and acknowledges that no license, either - express or implied, is hereby granted with respect to any of the - Confidential Information and Intellectual Property. Each party - further agrees that all inventions, improvements, copyrightable works - and designs relating to machines, methods, compositions, or products - of disclosing party directly resulting from or relating to the - Confidential Information and Intellectual Property and the right to - market, use, license and franchise the Confidential Information and - Intellectual Property or the ideas, concepts, methods or practices - embodied therein shall be the exclusive property of the disclosing - party, and the receiving party has no right or title thereto. - - VI. No Solicitation of Employees - - 33 - - - Each party agrees that it will not, for a period of three (3) years - from the date of this Agreement, initiate contact with the other - party's employees in order to solicit, entice or induce any such - employee to terminate their employment effective during the term of - this Agreement for the purpose of accepting employment with the other - party. - - VII. Enforcement - - Each party acknowledges and agrees that damages may not be an - adequate remedy to compensate the other party for any breach of the - obligations contained in this Agreement and, accordingly, agrees, - that in addition to any other remedies available, the disclosing - party shall be entitled to obtain relief by way of temporary or - permanent injunction to enforce the obligations contained in this - Agreement. - - VIII. Indemnity - - Each party agrees to indemnify and save harmless the other party - against any and all losses, damages, claims, or expenses incurred or - suffered as a result of the other party's breach of this Agreement. - - IX. Term and Termination. - - This Agreement shall commence on the date first written above and - shall automatically terminate three (3) years thereafter; however, - either party may terminate this Agreement at any time prior thereto - upon thirty (30) days prior written notice to the other party. Each - party's obligations with respect to each item of the Confidential - Information and Intellectual Property which it learns or receives - from the other prior to the date of termination of the Agreement - shall terminate three (3) years after the date of disclosure of such - time of Confidential Information and Intellectual Property. - Immediately after termination of this Agreement, each party shall - return to the other party all of the other party's Confidential - Information and Intellectual Property which was disclosed in, or is - then represented in, tangible form. - - X. Severability - - Each clause in this Agreement is severable from the others and should - any of the clauses be unenforceable, then the remainder of the - Agreement shall continue in full force and effect notwithstanding the - unenforceability of any clause. If any part of this Agreement shall - be declared invalid or - - 34 - - - unenforceable by a court of competent jurisdiction, it shall not - affect the validity of the balance of this Agreement. - - XI. Successors and Assigns. - - Neither party shall have the right to assign its rights under this - Agreement, whether expressly or by operation of law, without the - written consent of the other party. This Agreement and the - obligations hereunder shall be binding on any successors and - permitted assigns. - - XII. Governing Law. - - This Agreement shall be governed by and construed in accordance with - the laws of the Province of New Brunswick. - - XIII. Entire Agreement - - The terms and conditions herein constitute the entire agreement and - understanding of the parties and shall supersede all communications, - negotiations, arrangements and agreements, either oral or written, - with respect to the subject matter hereof. No amendments to or - modifications of this Agreement shall be effective unless reduced to - writing and executed by the Parties hereto. The failure of either - party to enforce any term hereof shall not be deemed a waiver of any - rights contained herein. - - IN WITNESS WHEREOF the parties hereto have executed these presents as -of the day and year first hereinbefore written. - -SIGNED, SEALED and DELIVERED ) - in the presence of ) ImagicTV Inc. - ) - ) per_______________________ - ) - ) NBTel Inc. - ) - ) per_______________________ - ) - - 35 - diff --git a/contract-nli/raw/1125576_0000928385-02-000738_dex991d2.txt b/contract-nli/raw/1125576_0000928385-02-000738_dex991d2.txt deleted file mode 100644 index 00a349d2b9b6d605a109724095d838edb91d98fe..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1125576_0000928385-02-000738_dex991d2.txt +++ /dev/null @@ -1,96 +0,0 @@ - - - HAWKER PACIFIC AEROSPACE - - AGREEMENT FOR NON-USE AND NON-DISCLOSURE OF - CONFIDENTIAL INFORMATION - - This Agreement is entered into as of February 28, 2002, by and between -HAWKER PACIFIC AEROSPACE ("HPAC") and LUFTHANSA TECHNIK AG ("LHT"). - -1. LHT agrees not to disclose, except to its employees and consultants with a - need to know, and not to use, except for the purposes set forth herein, any - information received from HPAC under this Agreement, whether or not it is - oral, written or in any other medium and whether or not it is marked as - Confidential or Proprietary, and all notes, copies, analyses, compilations, - studies, or interpretations that utilize such information, or are prepared, - based on, or derived from such information (collectively, the "Confidential - Information"). The Confidential Information shall also include any - information provided by HPAC to LHT in connection with the possible business - combination being considered by the parties prior to the date of this - Agreement. The Confidential Information shall be provided for the purposes - of discussions on a possible business combination. - -2. LHT agrees to prevent the unauthorized disclosure or use of Confidential - Information received hereunder using the same degree of care employed to - protect its own confidential information, but in no event less than a - reasonable standard of care. - -3. Nothing herein shall be construed to obligate HPAC to disclose any - Confidential Information to LHT, or as granting a license to any - Confidential Information disclosed. HPAC makes no representation or warranty - regarding the completeness or accuracy of any Confidential Information - disclosed. All Confidential Information provided by HPAC and any copies made - thereof shall remain the sole property of HPAC and shall be returned or - destroyed, at the option of HPAC, upon three (3) days' written notice to - LHT. Return or destruction of the Confidential Information and any copies - made thereof shall not relieve LHT of its obligations hereunder. - -4. The above restrictions shall not apply to Confidential Information which (a) - is in the public domain or is properly in the possession of the LHT without - restriction at the time of receipt hereunder; (b) subsequently enters the - public domain without breach hereof by LHT; (c) is lawfully received from a - third party without restriction on disclosure; (d) is independently - developed by LHT's personnel who have not had direct or indirect access to - or knowledge of the Confidential Information; (e) is used or disclosed with - the prior written approval of HPAC; and (f) is obligated to be produced - under order of a court of competent jurisdiction (provided that the LHT - gives adequate notice of such pending order to HPAC so that HPAC can seek a - protective order or other appropriate remedy). If the above exclusions apply - to only a portion of the Confidential Information, then only that portion - shall be excluded from the restrictions contained herein. - -5. This Agreement shall not be assigned by either party without the express - written consent of the other party; however, either party may assign this - Agreement to its respective successors in interest. This Agreement - constitutes the entire understanding between the parties with respect to the - subject matter hereof, and may be modified only by a written amendment - signed by both parties. LHT agrees to comply with all governmental - regulations applicable to the Confidential Information, including federal - and state securities laws and US Export Control Laws and Regulations. - -6. LHT acknowledges that HPAC will be irreparably harmed if LHT's obligations - are not specifically enforced, and that no adequate legal remedy exists for - breach thereof. LHT agrees that HPAC shall be entitled to obtain injunctive - relief, in addition to any other remedies available. Reasonable attorney's - fees and costs shall be awarded to HPAC in the event of litigation in which - HPAC prevails involving the enforcement or interpretation of this Agreement. - - 1 - - - -7. This Agreement shall be governed by the laws of the United States and the - State of California, excluding its conflict of laws rules. - - - - LUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE - - /s/ KNUT WISZNIEWSKI /s/ JAMES R. BENNETT - ---------------------------------- ---------------------------------- -By: Knut Wiszniewski By: James R. Bennett - ---------------------------------- ---------------------------------- -Its: Director of Finance Its: Chief Financial Officer and - ---------------------------------- Secretary - ---------------------------------- -
- - /s/ PETRA FELLHOELTER - ----------------------------------- -By: Petra Fellhoelter - ---------------------------------- -Its: Senior Manager of Finance - ---------------------------------- - - 2 \ No newline at end of file diff --git a/contract-nli/raw/1125892_0000950133-00-004441_w41075a1ex10-7.txt b/contract-nli/raw/1125892_0000950133-00-004441_w41075a1ex10-7.txt deleted file mode 100644 index 19c5277f88e2edc4d108b3c4dde1d546b38d2df7..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1125892_0000950133-00-004441_w41075a1ex10-7.txt +++ /dev/null @@ -1,364 +0,0 @@ - - NONDISCLOSURE AGREEMENT - - 63 - Annex D - - MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT - (STANDARD RECIPROCAL) - - This Non-Disclosure Agreement (the "Agreement") is made and entered into -as of the later of the two signature dates below by and between MICROSOFT -CORPORATION, a Washington corporation ("Microsoft"), and STARBAND -COMMUNICATIONS INC./DELAWARE corporation ("Company"). - - IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS -AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES -HERETO AGREE AS FOLLOWS: - -1. Definition of Confidential Information and Exclusions. - - (a) "Confidential Information" means nonpublic information that a -party to this Agreement ("Disclosing Party") designates as being confidential -to the party that receives such information ("Receiving Party") or which, -under the circumstances surrounding disclosure ought to be treated as -confidential by the Receiving Party. "Confidential Information" includes, -without limitation, information in tangible or intangible form relating to -and/or including released or unreleased Disclosing Party software or hardware -products, the marketing or promotion of any Disclosing Party product, -Disclosing Party's business policies or practices, and information received -from others that Disclosing Party is obligated to treat as confidential. -Except as otherwise indicated in this Agreement, the term "Disclosing Party" -also includes all Affiliates of the Disclosing Party and, except as otherwise -indicated, the term "Receiving Party" also includes all Affiliates of the -Receiving Party. An "Affiliate" means any person, partnership, joint venture, -corporation or other form of enterprise, domestic or foreign, including but -not limited to subsidiaries, that directly or indirectly, control, are -controlled by, or are under common control with a party. - - (b) Confidential Information shall not include any information, -however designated, that: (i) is or subsequently becomes publicly available -without Receiving Party's breach of any obligation owed Disclosing Party; (ii) -became known to Receiving Party prior to Disclosing Party's disclosure of such -information to Receiving Party pursuant to the terms of this Agreement; (iii) -became known to Receiving Party from a source other than Disclosing Party -other than by the breach of an obligation of confidentiality owed to -Disclosing Party; (iv) is independently developed by Receiving Party; or (v) -constitutes Feedback (as defined in Section 5 of this Agreement). - -2. Obligations Regarding Confidential Information - - (a) Receiving Party shall: - - (i) Refrain from disclosing any Confidential Information of - the Disclosing Party to third parties for two (2) years - following the date that Disclosing Party first discloses - such Confidential Information to Receiving Party, except - as expressly provided in Sections 2(b) and 2(c) of this - Agreement; - - (ii) Take reasonable security precautions, at least as great as - the precautions it takes to protect its own confidential - information, but no less than reasonable care, to keep - confidential the Confidential Information of the - Disclosing Party; - - (iii) Refrain from disclosing, reproducing, summarizing and/or - distributing Confidential Information of the Disclosing - Party except in pursuance of Receiving Party's business - relationship with Disclosing Party, and only as otherwise - provided hereunder; and - - (iv) Refrain from reverse engineering, decompiling or - disassembling any software code and/or pre-release - hardware devices disclosed by Disclosing Party to - Receiving Party under the terms of this Agreement, except - as expressly permitted by applicable law. - - (b) Receiving Party may disclose Confidential Information of -Disclosing Party in accordance with a judicial or other governmental order, -provided that Receiving Party either (i) gives the undersigned Disclosing -Party reasonable notice prior to such disclosure to allow Disclosing Party a -reasonable opportunity to seek a protective order or - -[*] Certain information on this page has been omitted and filed separately with - the Commission. Confidential treatment has been requested with respect to - the omitted portions. - 64 - - -equivalent, or (ii) obtains written assurance from the applicable judicial or -governmental entity that it will afford the Confidential Information the -highest level of protection afforded under applicable law or regulation. -Notwithstanding the foregoing, the Receiving Party shall not disclose any -computer source code that contains Confidential Information of the Disclosing -Party in accordance with a judicial or other governmental order unless it -complies with the requirement set forth in sub-section (i) of this Section -2(b). - - (c) The undersigned Receiving Party may disclose Confidential -Information only to Receiving Party's employees and consultants on a -need-to-know basis. The undersigned Receiving Party will have executed or -shall execute appropriate written agreements with third parties sufficient to -enable Receiving Party to enforce all the provisions of this Agreement. - - (d) Receiving Party shall notify the undersigned Disclosing Party -immediately upon discovery of any unauthorized use or disclosure of -Confidential Information or any other breach of this Agreement by Receiving -Party and its employees and consultants, and will cooperate with Disclosing -Party in every reasonable way to help Disclosing Party regain possession of -the Confidential Information and prevent its further unauthorized use or -disclosure. - - (e) Receiving Party shall, at Disclosing Party's request, return all -originals, copies, reproductions and summaries of Confidential Information -and all other tangible materials and devices provided to the Receiving Party -as Confidential Information, or at Disclosing Party's option, certify -destruction of the same. - - 3. Remedies - - The parties acknowledge that monetary damages may not be a sufficient -remedy for unauthorized disclosure of Confidential Information and that -Disclosing Party shall be entitled, without waiving any other rights or -remedies, to such injunctive or equitable relief as may be deemed proper by a -court of competent jurisdiction. - -4. Miscellaneous - - (a) All Confidential Information is and shall remain the property of -Disclosing Party. By disclosing Confidential information to Receiving Party, -Disclosing Party does not grant any express or implied right to Receiving -Party to or under any patents, copyrights, trademarks, or trade secret -information except as otherwise provided herein. Disclosing Party reserves -without prejudice the ability to protect its rights under any such patents, -copyrights, trademarks, or trade secrets except as otherwise provided herein. - - (b) In the event that the Disclosing Party provides any computer -software and/or hardware to the Receiving Party as Confidential Information -under the terms of this Agreement, such computer software and/or hardware may -only be used by the Receiving Party for evaluation and providing Feedback (as -defined in Section 5 of this Agreement) to the Disclosing Party. Unless -otherwise agreed by the Disclosing Party and the Receiving Party, all such -computer software and/or hardware is provided "AS IS" without warranty of any -kind, and Receiving Party agrees that neither Disclosing Party nor its -suppliers shall be liable for any damages whatsoever arising from or relating -to Receiving Party's use or inability to use such software and/or hardware. - - (c) The parties agree to comply with all applicable international and -national laws that apply to (i) any Confidential Information, or (ii) any -product (or any part thereof), process or service that is the direct product -of the Confidential Information, including the U.S. Export Administration -Regulations, as well as end-user, end-use and destination restrictions issued -by U.S. and other governments. For additional information on exporting -Microsoft products, see http://www.microsoft.com/exporting/. - - (d) The terms of confidentiality under this Agreement shall not be -construed to limit either the Disclosing Party or the Receiving Party's right -to independently develop or acquire products without use of the other party's -Confidential Information. Further, the Receiving Party shall be free to use -for any purpose the residuals resulting from access to or work with the -Confidential Information of the Disclosing Party, provided that the Receiving -Party shall not disclose the Confidential Information except as expressly -permitted pursuant to the terms of this Agreement. The term "residuals" means -information in intangible form, which is retained in memory by persons who -have had access to the - - 2 - 65 - - -Confidential Information, including ideas, concepts, know-how or techniques -contained therein. The Receiving Party shall not have any obligation to limit -or restrict the assignment of such persons or to pay royalties for any work -resulting from the use of residuals. However, this sub-paragraph shall not be -deemed to grant to the Receiving Party a license under the Disclosing Party's -copyrights or patents. - - (e) This Agreement constitutes the entire agreement between the -parties with respect to the subject matter hereof. It shall not be modified -except by a written agreement dated subsequent to the date of this Agreement -and signed by both parties. None of the provisions of this Agreement shall be -deemed to have been waived by any act or acquiescence on the part of -Disclosing Party, the Receiving Party, their agents, or employees, but only by -an instrument in writing signed by an authorized employee of Disclosing Party -and the Receiving Party. No waiver of any provision of this Agreement shall -constitute a waiver of any other provision(s) or of the same provision on -another occasion. - - (f) If either Disclosing Party or the Receiving Party employs -attorneys to enforce any rights arising out of or relating to this Agreement, -the prevailing party shall be entitled to recover reasonable attorneys' fees -and costs. This Agreement shall be construed and controlled by the laws of the -State of Washington, and the parties further consent to exclusive jurisdiction -and venue in the federal courts sitting in King County, Washington, unless no -federal subject matter jurisdiction exists, in which case the parties consent -to the exclusive jurisdiction and venue in the Superior of King County, -Washington. Company waives all defenses of lack of personal jurisdiction and -forum non conveniens. Process may be served on either party in the manner -authorized by applicable law or court rule. - - (g) This Agreement shall be binding upon and inure to the benefit of -each party's respective successors and lawful assigns; provided, however, that -neither party may assign this Agreement (whether by operation of law, sale of -securities or assets, merger or otherwise), in whole or in part, without the -prior written approval of the other party. Any attempted assignment in -violation of this Section shall be void. - - (h) If any provision of this Agreement shall be held by a court of -competent jurisdiction to be illegal, invalid or unenforceable, the remaining -provisions shall remain in full force and effect. - - (i) Either party may terminate this Agreement with or without cause -upon ninety (90) days prior written notice to the other party. All sections of -this Agreement relating to the rights and obligations of the parties -concerning Confidential Information disclosed during the term of the Agreement -shall survive any such termination. - -5. Suggestions and Feedback - - The Receiving Party may from time to time provide suggestions, comments -or other feedback ("Feedback") to the Disclosing Party with respect to -Confidential Information provided originally by the Disclosing Party. Both -parties agree that all Feedback is and shall be given entirely voluntarily. -Feedback, even if designated as confidential by the party offering the -Feedback, shall not, absent a separate written agreement, create any -confidentiality obligation for the receiver of the Feedback. Furthermore, -except as otherwise provided herein or in a separate subsequent written -agreement between the parties, the receiver of the Feedback shall be free to -use, disclose, reproduce, license or otherwise distribute, and exploit the -Feedback provided to it as it sees fit, entirely without obligation or -restriction of any kind on account of intellectual property rights or -otherwise. - - IN WITNESS WHEREOF, the parties hereto have executed this Agreement. - - - - COMPANY: STARBAND COMMUNICATIONS INC. MICROSOFT CORPORATION - Address: 1760 Old Newton Rd. One Microsoft Way - McLean, VA 22102 Redmond, WA 98052-6399 - - By: /s/ DAVID C. TRACHTENBERG By: /s/ JAMES L. KRAMER - --------------------------------------- --------------------------------------- - Name: DAVID C. TRACHTENBERG Name: James L. Kramer - ------------------------------------- ------------------------------------- - Title: PRESIDENT & CHIEF MARKETING OFFICER Title: Director - ------------------------------------ ------------------------------------ - Date: October 20, 2000 Date: November 11, 2000 - ------------------------------------- ------------------------------------- -
- - 3 - 66 - - - - - ANNEX E - - TERMINATION AGREEMENT - - - - - - 67 - - - - TERMINATION AGREEMENT - - -Reference is hereby made to the Performance Guarantee Agreement by Gilat -Satellite Networks, Ltd. ("Gilat") dated February 15, 2000 ("Performance -Guarantee") a copy of which is annexed hereto as Exhibit 1 and the Agreement -Relating to Gilat Supply Agreements annexed hereto as Exhibit 2 ("Back to Back -Agreement"). - -WHEREAS, the Parties below desire to terminate the Back to Back Agreement in its -entirety and, with respect to the Performance Guarantee, to terminate Gilat's -obligations thereunder except for certain obligations specified herein, and - -WHEREAS, Gilat agrees to continue to warrant to the Microsoft Network LLC -("MSN") that the USB-CPE supplied by Gilat to StarBand Communications Inc. -("StarBand") shall conform to the agreed specifications set forth in the CPE -Plan attached to the Amended and Restated Broadband Access Services Supply -Agreement dated October 20, 2000, between MSN and Starband ("MSN Supply -Agreement") (capitalized terms not herein defined shall have the same meaning as -set forth in the MSN Supply Agreement). - -NOW THEREFORE, the parties hereto agree as follows: - -1. The Back to Back Agreement is hereby terminated effective on the date - appearing below and shall have no further force or effect. - -2. Gilat's obligations under the Performance Guarantee are hereby terminated - effective as of the date appearing below and shall have no further force - or effect, provided, however, that Gilat's obligations under the - Performance Guarantee shall continue in full force and effect solely with - respect to the provisions of Article VI of the Investment Agreement by - and among Spacenet, Inc., Gilat-To-Home, Inc., Microsoft G-Holdings, - Inc., and Microsoft Corporation dated February 15, 2000, as amended by - the Effectiveness Agreement by and among Gilat, Gilat-To-Home, Inc., - Spacenet, Inc., Microsoft G-Holdings., Inc., EchoStar Communications - Corporation, Furman Selz Investors II L.P., FS Employee Investors LLC and - FS Parallel Fund L.P., dated March 30, 2000, and as further amended by - the Assignment and Amendment and the Second Assignment and Amendment, - both dated August 2000. - -3. Gilat warrants to MSN that it shall for the entire term of the MSN Supply - Agreement cause the USB-CPE supplied by it to Starband to be in strict - conformity with the agreed specifications set forth in the CPE Plan - attached to the MSN Supply Agreement. - -This Agreement may be executed in one or more counterparts, each of which shall -be deemed an original, and all of which shall constitute one and the same -agreement. - - - 68 - -IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly -executed by its duly authorized officer on this 20th day of October, 2000. - -SPACENET INC. - -By: /s/ SHELDON REVKIN - --------------------------------- -Name: -Title: - - -STARBAND COMMUNICATIONS INC. -(FORMERLY GILAT-TO-HOME INC.) - -By: /s/ ZUR FELDMAN - --------------------------------- -Name: -Title: - -GILAT SATELLITE NETWORK LTD. - -By: /s/ YOEL GAT - --------------------------------- -Name: -Title: - - -MICROSOFT G-HOLDINGS INC. - -By: /s/ JON DEVAAN - --------------------------------- -Name: -Title: - - -MICROSOFT CORPORATION - -By: TED KUMMART - --------------------------------- -Name: -Title: VP - - diff --git a/contract-nli/raw/1138169_0001050234-02-000002_ex10h.txt b/contract-nli/raw/1138169_0001050234-02-000002_ex10h.txt deleted file mode 100644 index ba81863c02daa02ea7c7d832b0b591ce1058c448..0000000000000000000000000000000000000000 --- a/contract-nli/raw/1138169_0001050234-02-000002_ex10h.txt +++ /dev/null @@ -1,165 +0,0 @@ -Cyberlux Corporation - and - International Consolidated Technologies - MUTUAL NON DISCLOSURE AGREEMENT - - This Mutual Non-Disclosure Agreement (the "Agreement") is made and entered -into this 30th day of November, 2001 by and between Cyberlux Corporation -("Cyberlux") with it principal place of business located at 50 Orange Road, PO -Box 2010, Pinehurst, NC 28370 and International Consolidated Technologies -("ICT"), with its principal place of business located at 400 West Delaware -Casey, IL 62420. - - WHEREAS, Cyberlux and ICT intend to enter into discussions concerning a -business relationship whereby ICT will provide Cyberlux with certain services; - - NOW, THEREFORE, the parties hereto agree as follows: - -1. PROPRIETARY INFORMATION. For purposes of this Agreement, "Proprietary -Information" shall mean written, documentary or oral information of any kind -disclosed by Cyberlux or ICT to the other and designated as proprietary -information, including, but not limited to, (a) information of a business, -planning, marketing or technical nature, (b) models, tools, hardware and -software, and (c) any documents, reports, memoranda, notes, files or analyses -prepared by or on behalf of the receiving party that contain, summarize or are -based upon any Proprietary Information, provided that "Proprietary Information" -shall not include information which: - - (i) is publicly available prior to the date of this Agreement; - - (ii) becomes publicly available after the date of this Agreement trough no - wrongful act of the receiving party; - - (iii) is furnished to others by the disclosing party without similar - restrictions on their right to use or disclose; - - (iv) is known by the receiving party without any proprietary restrictions - at the time of receipt of such information from the disclosing party or - becomes rightfully known to the receiving party without proprietary - restrictions from a source other than the disclosing party; - - (v) is independently developed by the receiving party by persons who did - not have access, directly or indirectly, to the proprietary Information; or - - -/1/ - - - (vi) is obligated to be produced under order of a court of competent - jurisdiction or a valid administrative or congressional subpoena, provided - that the receiving party promptly notifies the disclosing party of such - event so that the disclosing party may seek an appropriate protective order - or waive compliance by the receiving party with the terns of this - Agreement. - -2. CONFIDENTIALITY - a. The receiving party shall protect all of the disclosing party's - Proprietary Information as confidential information and, except with the - prior written consent of the disclosing party or as otherwise specifically - provided herein, shall. not disclose, copy or distribute such Proprietary - Information to any other individual, corporation or entity for a period of - three (3) years from the date of disclosure. - - b. Except in connection with any joint project between Cyberlux and ICT, - the receiving party shall not make any use of the disclosing party's - Proprietary Information for is own benefit or for the benefit of any other - individual, corporation or entity. - - c. The receiving party shall not disclose all or any part of the - disclosing party's Proprietary Information to any affiliates, agents, - officers, directors, employees or representatives (collectively, - "Representatives") of the receiving party except on a need-to-know basis. - The receiving party agrees to inform any of its Representatives who receive - the disclosing parts Proprietary Information of the confidential and - proprietary nature thereof and of such Representative's obligations with - respect to the maintenance of such Proprietary Information in conformance - with the terms of this Agreement. - - d. Each party shall maintain the other party's Proprietary Information - with at least the same degree of care each party uses to maintain its own - proprietary information. Each party represents that such degree of care - provides adequate protection for its own proprietary information. - - e. The receiving party shall immediately advise the disclosing party in - writing of any misappropriation or misuse by any person of the disclosing - party's Proprietary Information of which the receiving party is aware. - - f. Any documents or materials that are furnished by or on behalf of the - disclosing party, and all other Proprietary Information in whatever form, - including documents, reports, memoranda, notes, files or analyses prepared - by or on behalf of the receiving party, including all copies of such - materials, shall be promptly returned by the receiving party to the - disclosing party upon written request by the disclosing party for any - reason. - - 2 - - - -3. NO LICENSES OR WARRANTIES. No license to the receiving party under any -trade secrets or patents or otherwise with respect to any of the Proprietary -Information is granted or implied by conveying proprietary Information or other -information to such party, and none of the information transmitted or exchanged -shall constitute any representation, warranty, assurance, guaranty or inducement -with respect to the infringement of patents or other rights of others. - -4. REMEDY FOR BREACH. Each receiving party acknowledges that the Proprietary -Information of the disclosing party is central to the disclosing party's -business and was developed by or for the disclosing party at a significant cost. -Each receiving party further acknowledges that damages would not be an adequate -remedy for any breach of this Agreement by the receiving party or its -Representatives and that the disclosing party may obtain injunctive or other -equitable relief to remedy or prevent any breach or threatened breach of this -Agreement by the receiving party or any of its Representatives. Such remedy -shall not be deemed to be the exclusive remedy for .any such breach of this -Agreement, but shall be in addition to all other remedies available at law or in -equity to the disclosing party. - -5. MISCELLANEOUS. - - a. This Agreement contains the entire understanding between Cyberlux and - ICT and supersedes all prior written and oral understandings relating to - the subject hereof. This Agreement may not be modified except by a writing - signed by both parties. - - b. The construction, interpretation and performance of this Agreement, as - well as the legal relations of the parties arising hereunder, will be - governed by and construed in accordance with the laws of the State of North - Carolina. - - e. It is understood and agreed that no failure or delay by either - Cyberlux or ICT in exercising any right, power or privilege hereunder shall - operate as a waiver thereof, nor shall any single or partial exercise - thereof preclude any other or further exercise thereof or the exercise of - any other right, power or privilege hereunder. No waiver of any terms or - conditions of this Agreement shall be deemed to be a waiver of any - subsequent breach of any term or condition. All waivers must be in writing - and signed by the party sought to be bound - - d. If any part of this Agreement shall be held unenforceable, the - remainder of this Agreement will nevertheless remain in full force and - effect. - - 3 - - - - IN WITNESS WHEREOF, each of the parties of this Agreement has caused this -Agreement to be signed in its name and on its behalf by its representative -thereunto duly authorized as of the day and year first above written. - - - Cyberlux Corporation - - By: /s/ Donald F. Evans - ---------------------- - Donald F. Evans - President - - - International Consolidated Technologies - - By: /s/ Jim Goble 12/12/01 - ---------------------------- - Jim Goble - Engineering and Tooling Manager \ No newline at end of file diff --git a/contract-nli/test.json b/contract-nli/test.json deleted file mode 100644 index 349edb28f2c8729a7654f49551ee1ddabd0d29fd..0000000000000000000000000000000000000000 --- a/contract-nli/test.json +++ /dev/null @@ -1,54119 +0,0 @@ -{ - "documents": [ - { - "id": 1, - "file_name": " 064-19 Non Disclosure Agreement 2019.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nRequired under JEA's Confidential Information Protection Program\nTHIS NON-DISCLOSURE AGREEMENT (\"Agreement\") is entered into this ______day of\n__________ by and between JEA, located at 21 West Church Street, Jacksonville, Florida 32202 (the \"Discloser\"), and ____________________________________________________________ with an address at ______________________________________________ (the \"Recipient\") (hereafter Discloser and Recipient shall be referred to as the PARTIES}.\nWHEREAS, the Recipient desires to work with the discloser and/or view ______________________________________________________________________documents regarding ____________________________________ (the \"Transaction\"); and\nWHEREAS, the discloser is required by its internal policies, state and federal laws, rules, regulations or standards to ensure that sensitive and confidential information is protected and not disclosed to the public;\nWHEREAS, the Parties have entered into a transaction related to the _______________________. The terms of those agreements are incorporated herein.\nJEA & Florida State Sunshine Application - JEA is a publicly owned utility and all official information sharing is governed by Florida Sunshine Laws. The Florida Sunshine law is a series of laws designed to guarantee that the public has access to the public records of governmental bodies in Florida. However, as per the Florida Sunshine Law, certain information that could impact safe and secure operation is exempt which includes information classified and protected under federal regulatory standards such as NERC CIP, HIPAA, FCRA, and FACTA. Section 119.0713(4)(a), 5(a), F.S. govern any local government agency exemptions from inspection or copying of public records and exempts certain information including Security measures, systems, or procedures from public disclosure including -\nI. Information related to the security of the technology, processes, or practices of a utility owned or operated by a unit of local government that are designed to protect the utility's networks, computers, programs, and data from attack, damage, or unauthorized access, which information, if disclosed, would facilitate the alteration, disclosure, or destruction of such data or information technology resources.\nII. Information related to the security of existing or proposed information technology systems or industrial control technology systems of a utility owned or operated by a unit of local government, which, if disclosed, would facilitate unauthorized access to, and alteration or destruction of, such systems in a manner that would adversely impact the safe and reliable operation of the systems and the utility.\nIII. Results of periodic internal audits and evaluations of the security program for an agency's data and information technology resources are confidential and exempt.\nThis agreement applies to disclosure of the protected information that is exempt from Florida Sunshine Law disclosure and in no shape or manner would this agreement supersede the provisions of Florida Sunshine Law.\nNOW THEREFORE, in consideration of moving forward with the Transaction, the Recipient and the Discloser agrees as follows:\n1. Definition of Confidential Information.\nFor purposes of this Agreement, \"Confidential Information\" means any data or information that is proprietary to the Parties and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including but not limited to:\na. the documents described in the Whereas clause above;\nb. Critical Infrastructure Information (CII) or Bulk Electric System Information (BCSI) or Security Sensitive Information (SSI) classified by JEA\nc. Protected Health Information in both physical and electronic form (PHI and ePHI)\nd. Personal Identifiable Information (PII)\ne. any protected, non-public information concerning the design or operation of present or future critical infrastructure;\nf. any information that could be used to compromise or expose the vulnerability of the Parties Cyber systems, processes, programs data, communications, energy and operations systems or structures;\ng. any Copyright application code, source code, technical design (not released for open use), trade secret, scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\nh. any computer software, source code, object code, flow charts or databases; and\ni. any other information that should reasonably be recognized as sensitive or confidential information of the Recipient or the disclosing party.\nConfidential Information shall not include information required to be disclosed in a judicial or administrative proceeding, or otherwise required to be disclosed by law or regulation, although the requirements of paragraph 6 hereof shall apply prior to any disclosure being made.\n2. Prohibition on Disclosure of Confidential Information.\nThe Parties will:\na. limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively \"Representatives\") who have a need to know such Confidential Information in connection with the Transaction, and only for that purpose;\nb. keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and\nc. not disclose any Confidential Information received to any third parties (except as otherwise provided for herein).\nThe Recipient shall provide the Discloser with original signed copies of all of the Acknowledgements required under the preceding paragraph. The Parties shall be responsible for any breach of this Agreement by any of their respective Representatives.\n3. Use of Confidential Information. The Parties agree to use the Confidential Information solely in connection with the Transaction and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Parties. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Parties hereunder. Title to the Confidential Information will remain solely with the Party. All use of Confidential Information by the Parties shall be for the benefit of the Parties and any modifications and improvements thereof by the Recipient shall be the sole property of Discloser. Notwithstanding the foregoing, Confidential Information shall include any proprietary records created in the course of the Recipient's course of engagement such as customized code, configuration, flowcharts or project data that was specifically designed to meet the needs of the Discloser.\nThe Parties agree to ensure that all copyright products, such as source codes, system design data/architecture, and other proprietary information, disclosed during the engagement is protected from any misuse, alteration, modification, sharing, or transfer to any party without express permission of the Discloser. Such data is provided for the sole use of the Parties, and limited for the use under this agreement.\n4. Obligations of Receiving Party.\na. No Use. The Receiving Party agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.\nb. No Disclosure. The Receiving Party agrees to use the same degree of protection it uses for its own trade secret information, and in no event less than reasonable efforts, to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than the Receiving Party's employees having a need for disclosure in connection with the Receiving Party's authorized use of the Confidential Information.\nc. Protection of Secrecy. The Receiving Party agrees to take all steps reasonably within its control to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.\nd. No Duplication. The Receiving Party shall not duplicate Confidential Information furnished in tangible form except for purposes of this Agreement.\ne. Return of Information. on a Party's request, the other Party shall return all Confidential Information of the requesting Party, except for that portion of such Confidential Information that may be found in analyses prepared by, or for, the returning Party (collectively, \"Analyses\"), and the returning Party and its Representatives shall not retain any copies of such Confidential Information except the returning Party may retain one copy of the Confidential Information as needed to comply with applicable law and/or returning Party's record retention policies. The Confidential Information retained by the returning Party, the portion of Confidential Information that may be found in Analyses prepared by, or for, the returning Party, and any Confidential Information furnished by the requesting Party not so requested or returned, will be held by the returning Party and kept subject to the terms of this Agreement or destroyed.\n5. Limits on Confidential Information. The obligations and restrictions imposed by this Agreement will not apply to any information that:\na. The Recipient can demonstrate was already known to the Recipient prior to the disclosure by the Discloser; or,\nb. has become publicly known through no wrongful act of the Recipient; or,\nc. was received by the Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the Discloser's Confidential Information; or,\nd. was independently developed by the Recipient without use of the Discloser's Confidential Information; or\ne. was ordered to be publicly released by the requirement of a government agency. In this regard, the Parties understand that the Discloser is subject to Florida's Public Records Act, Chapter 119, Florida Statutes, and that section 1004.22, Florida Statutes, provides limited protection of documents received by the Discloser.\n6. Compelled Disclosure of Confidential Information.\na. The Recipient may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Recipient promptly notifies, to the extent practicable.\nb. The Recipient agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, with respect to any such request for a protective order or other relief to preserve the confidentiality of the Confidential Information.\nc. Notwithstanding the foregoing, if the Discloser is unable to obtain or does not seek a protective order and the Recipient is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.\n7. Term.\na. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year) or the term of the contract, whichever is greater.\nb. Notwithstanding the foregoing, the parties' duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.\n8. Remedies.\na. The Parties acknowledge that the Confidential Information is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information could cause irreparable harm to the Party and the general public.\nb. Therefore, the Parties shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.\nc. The Discloser shall be entitled to recover its costs and fees, including reasonable attorneys' fees, incurred in obtaining any such relief.\nThe Recipient further acknowledges that the unauthorized disclosure of certain information pertaining to \"Critical Assets\" or \"Critical Infrastructure\" may constitute a violation of state and federal law.\n9. Return of JEA Confidential Information.\nThe Recipient shall immediately return and redeliver to the other all tangible material embodying the JEA Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (\"Notes\") (and all copies of any of the foregoing, including \"copies\" that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any JEA Confidential Information, in whatever form of storage or retrieval, upon the earlier of -\nI. the completion or termination of the dealings between the parties contemplated hereunder; or\nII. the termination of this Agreement; or\nIII. at such time as JEA may so request; provided however that the Recipient may retain such of its documents as is necessary to enable it to comply with its statutory document retention policies.\nAlternatively, the Recipient, with the written consent of JEA may (or in the case of Notes, at the Recipient's option) immediately destroy any of the foregoing embodying JEA Confidential Information (or the reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Recipient supervising the destruction). JEA reserves the right to require evidence supporting such an activity.\n10. Notice of Breach. The Recipient shall notify the Discloser immediately upon discovery that any Confidential Information has been communicated or distributed to any unauthorized person or entity and will cooperate with efforts by the Discloser to help the Discloser regain possession of Confidential Information and prevent its further unauthorized use.\n11. No Warranty.\nThe Discloser shall have no liability to the Recipient or the Representatives resulting from any use of the Confidential Information. The Discloser shall have sole responsibility for providing the Confidential Information necessary for Recipient to perform its obligations under the parties' Agreements.\n12. Miscellaneous.\na. This Agreement:\ni. is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures on such subject matter;\nii. may not be amended or in any manner modified except in writing signed by the parties;\niii. shall be governed and construed in accordance with the laws of the State of Florida without regard to its conflict of law provisions; and\niv. shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and designees.\nb. The Federal and state courts located in Duval County, Florida shall have sole and exclusive jurisdiction over any disputes arising under this Agreement. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein. Any failure by the Discloser to enforce the strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.\nc. Any notices required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above. All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.\nIN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.\nJEA Recipient\nBy __________________________ By __________________________\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 89 - ], - [ - 90, - 167 - ], - [ - 168, - 345 - ], - [ - 345, - 364 - ], - [ - 364, - 411 - ], - [ - 411, - 501 - ], - [ - 502, - 572 - ], - [ - 572, - 652 - ], - [ - 652, - 662 - ], - [ - 662, - 699 - ], - [ - 699, - 723 - ], - [ - 724, - 940 - ], - [ - 941, - 1034 - ], - [ - 1034, - 1088 - ], - [ - 1089, - 1239 - ], - [ - 1239, - 1390 - ], - [ - 1390, - 1635 - ], - 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"text": "MUTUAL NON-DISCLOSURE AGREEMENT\nBetween\nAND\nSubject Matter:\nEffective Date of Agreement: Period , 2017\nfor Exchange of Information: , 2017 to\nPeriod of Confidentiality:\nTHIS AGREEMENT is made as of the Effective Date of Agreement noted above, by and between the above parties.\nBACKGROUND:\nI. The parties desire to have discussions of or relating to the Subject Matter for the purposes of evaluating a possible business relationship between them (\u201cPurpose\u201d). The parties may extend the Subject Matter or add additional parties by executing one or more addenda to this Agreement.\nII. Such discussions may involve disclosure by one party to the other party of confidential, proprietary or trade secret information of its own or its licensors (\u201cConfidential Information\u201d as defined below), during the Period for Exchange of Information.\nIII. Both parties recognize the value of the Confidential Information and that it is in their mutual best interests to maintain the confidential, proprietary and secret nature of the Confidential Information.\nTHEREFORE, in consideration of the Subject Matter, and the mutual promises herein, the parties agree as follows:\n1. CONFIDENTIAL INFORMATION. The term \u201cConfidential Information\u201d as used herein means all nonpublic information relating to the Subject Matter that is disclosed by either party, its Affiliates (as defined below), or their agents (where applicable, collectively referred to as the \u201cDisclosing Party\u201d), directly or indirectly, in writing, orally or by inspection of premises or tangible objects to the other party (the \u201cRecipient\u201d) that is: (i) marked confidential or proprietary, or (ii) given the nature of the information or the circumstances surrounding its disclosure, reasonably should be deemed confidential. Confidential Information includes, but is not limited to documents, drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, software, prototypes, samples, methodologies, formulations, trade secrets, patent applications, know-how, experimental results, specifications and other business information.\n2. PERIOD OF CONFIDENTIALITY AND NON-USE. The Recipient will use Confidential Information only in connection with the Purpose as set forth in this Agreement. Recipient shall use the same degree of care to avoid disclosure or use of the Confidential Information as it uses for its own confidential, proprietary and trade secret information, but in no case use less than a reasonable degree of care. Recipient agrees to limit disclosure of Confidential Information to employees and employees of Affiliates having a specific need to know such Confidential Information for the Purpose and in the case of Affiliates only to the extent that such Affiliate is under obligation to hold such information in confidence and is made aware of these terms and conditions. Recipient will not disclose or permit access to Confidential Information to contract workers, consultants or contractors of Recipient or its Affiliates unless authorized by Disclosing Party in writing and on condition that such persons are bound by obligations of confidentiality inuring to the benefit of Disclosing Party and its Affiliates at least as restrictive as these terms and conditions. Recipient shall not without Disclosing Party\u2019s prior written consent reverse engineer, disassemble or decompile any prototypes, software or other objects which embody the Disclosing Party\u2019s Confidential Information to obtain access to Disclosing Party\u2019s trade secrets and to the extent such consent is granted Recipient shall receive and hold such Confidential Information subject to the terms of this Agreement.\n3. TERM. The term of this Agreement shall be for the Period of Exchange set forth above. Confidentiality obligations shall survive termination of this Agreement for the Period of Confidentiality set forth above unless the Confidential Information is a trade secret, in which case the confidentiality obligations shall continue for as long as the information is a trade secret. Either party may terminate this Agreement upon 30 days prior written notice.\n4. NOTICE OF UNAUTHORIZED USE. Recipient shall provide written notice to Disclosing Party without undue delay of any misuse or misappropriation of Confidential Information which may come to the attention of Recipient. The Recipient shall cooperate with and aid the Disclosing Party in mitigating and preventing the unauthorized use and disclosure and any furtherance thereof.\n5. EXCLUSIONS AND EXEMPTIONS. Recipient shall have no obligation of confidentiality with respect to any information which:\n5.1. is already known or in the possession of Recipient or its Affiliate at the time of disclosure as shown by the Recipient\u2019s and/or its Affiliates\u00b4 files and records prior to the time of disclosure, otherwise than as a result of any improper act or omission of Recipient or its Affiliate; or\n5.2. is or becomes public knowledge through no wrongful act of Recipient; or\n5.3. is rightfully acquired from others who did not obtain it under obligation of confidentiality; or\n5.4. is independently developed by an employee, agent or consultant of Recipient without reference to the Confidential Information; or\n5.5. is approved for release by written authorization from Disclosing Party.\n5.6. The Recipient is hereby notified that, as set forth in 18 U.S.C. \u00a71833(b), he/she does not have criminal or civil liability under U.S. trade secret law for the following disclosures of a trade secret:\n5.6.1. disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a suspected violation of law; and/or\n5.6.2. disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal; and/or\n5.6.3. under those circumstances where Recipient files a lawsuit for retaliation against the Disclosing Party for reporting a suspected violation of law, Recipient may disclose the Disclosing Party\u2019s trade secret information to its attorney and may use the trade secret information in the court proceeding if Recipient files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.\n6. REPRODUCTION AND RETURN OF CONFIDENTIAL INFORMATION. The Confidential Information provided by the Disclosing Party shall not be copied or reproduced without the Disclosing Party\u2019s prior written permission, except for such copies as may reasonably be required for the purpose as set forth in Section I of this Agreement. Disclosing Party may serve written request on Recipient for return or destruction of its Confidential Information at any time up to six (6) months after the termination or expiry of this Agreement and Recipient shall, within thirty (30) days of such request or termination, return to the Disclosing Party (or its designees) or certify as destroyed all Confidential Information, in whatever form, including written or electronically recorded information and all copies thereof (other than copies retained in automatic back-up and archive systems), provided however that Recipient shall be entitled to retain one copy of the Confidential Information with its legal counsel or other appropriate corporate representative to evidence the exchange of information hereunder and in connection with legal or statutory requirements. All such retained copies shall remain subject to the use and disclosure restrictions in this Agreement.\n7. DISCLOSURES REQUIRED BY LAW. If Recipient is requested, ordered or required by a regulatory agency or any other government authority or a court to disclose any Confidential Information, Recipient shall promptly notify Disclosing Party of such request, order or requirement so that Disclosing Party may have the opportunity to contest the disclosure, including seeking a protective order, or waive Recipient\u2019s compliance with this Agreement. If Recipient is (in the opinion of its counsel) compelled to disclose any Confidential Information, or else be liable for contempt or other penalty or be subject to claims from a third party, Recipient may disclose such Confidential Information without liability under this Agreement.\n8. EXPORT LAWS. Neither party shall export, directly or indirectly, any of the Confidential Information to any country, person or entity which the US Government, at the time of export, requires an export license or other governmental approval without first obtaining such license or approval. The Recipient shall first obtain the written consent of Disclosing Party prior to submitting any request for authority to export such Confidential Information. For the purposes of this Agreement, export occurs when Confidential Information is transferred from one country to another by any means, including but not limited to physical shipments, FTP file transfers, e-mails, faxes, oral transfers or remote server access and an export may also occur when Confidential Information is transferred to or accessed by a person who is neither a citizen nor permanent resident of the country in which such transfer or access is taking place.\n9. OWNERSHIP OF CONFIDENTIAL INFORMATION. Disclosing Party or its licensors, as the case may be, retain all rights in Confidential Information disclosed and all documents, prototypes, software development kits (SDKs) and other similar tangible property embodying, containing or reflecting the same shall remain the property of Disclosing Party.\n10. NO LICENSE. Neither the execution of this Agreement nor the disclosure of any Confidential Information is construed as granting either expressly or by implication, estoppel or otherwise, any license or right to the Confidential Information or any intellectual property rights embodied therein.\n11. NO WARRANTY. All Confidential Information provided under this Agreement is provided \u201cAS IS\u201d and specifically excludes any warranty, whether express or implied, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or accuracy. The Disclosing Party is not liable under this Agreement for any damages in connection with, related to, or arising out of the use of its Confidential Information.\n12. NO OBLIGATION. This Agreement shall not be construed in any manner to be an obligation to enter into a further substantive contract or to disclose any particular Confidential Information.\n13. INDEPENDENT DEVELOPMENTS. Disclosing Party understands that Recipient may develop or have developed information internally, or receive or have received information from other parties that is similar to the Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation that Recipient has not or will not independently develop products that compete with the products or systems contemplated by the Confidential Information provided that it does so without breaching the terms of this Agreement.\n14. RELATIONSHIP. Each party hereto shall be considered as an independent contractor responsible for its own expenses and financial obligations incurred in the performance of this Agreement.\n15. NO WAIVER. Neither party waives any rights in invention or development lawfully possessed by it at the time of signing this Agreement. In addition, this Agreement does not imply any waiver of any rights or action under the patent, trademark, copyright, trade secret, unfair competition, fair trade or related laws. Failure to exercise any rights under this Agreement shall not be construed as a waiver of such rights.\n16. INUREMENT. This Agreement shall inure to the benefit of the parties hereto and their respective \u201cAffiliates\u201d (as defined below), successors, assigns and legal representatives. The parties agree that each party and its Affiliates may receive Confidential Information from and/or disclose Confidential Information to the other party and the other party's Affiliates, and that all such Confidential Information shall be governed by this Agreement. Recipient shall be fully responsible to the Disclosing Party for any breach of this Agreement by the Recipient\u2019s Affiliates. \u201cAffiliate\u201d, as used herein, means an entity that directly or indirectly controls, is controlled by or is under common control with a party to this Agreement; and as used in this Section \u201dcontrol\u201d, \u201ccontrols\u201d or \u201dcontrolled\u201d means: (i) fifty-one percent (51%) or more ownership or beneficial interest of income or capital of such entity; (ii) ownership of at least fifty-one percent (51%) of the voting power or voting equity; or (iii) the ability to otherwise direct or share management policies of such entity.\n17. INJUNCTIVE RELIEF. The parties agree that any use of Confidential Information in violation of this Agreement may cause the other party irreparable harm, and may leave it with no adequate remedy at law and shall, thereby, entitle it to seek injunctive relief in any court with competent jurisdiction over the party or party\u2019s Affiliate in violation.\n18. CHOICE OF LAW. This Agreement is governed and construed in accordance with the laws of the State of Michigan, without regard to principles of conflict or choice of laws. The Parties hereby unconditionally and irrevocably agree to submit to the exclusive jurisdiction of the state and federal courts of the State of Michigan.\n19. SURVIVAL. Sections 1, 2, 3, 4, 5, 6, 17, 18, 19 and any sections (or parts thereof) which, by their nature, are intended to survive termination shall survive termination of this Agreement.\n20. SEVERABILITY. If a court finds any provision of this Agreement or any right or obligation invalid or unenforceable, this Agreement shall be immediately deemed amended to: (i) include a provision that reflects the intent of the parties, or, if (i) is not possible, (ii) to exclude such provision and the parties shall negotiate in good faith a substitute provision that reflect the parties\u2019 intent at the time of entering into the Agreement.\n21. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties regarding the Confidential Information and supersedes all other communications, reports or understandings between the parties in respect thereto. No change or addition to any provision shall be binding unless it is in writing and signed by an authorized representative of both parties. All notices shall be in writing and delivered by electronic mail, registered or certified mail (return receipt requested) to the appropriate address set forth in the signature block below.\n22. HEADINGS. Headings in this Agreement are for reference only and shall not affect the meaning of the provisions.\n23. COUNTERPARTS. This Agreement may be signed in two or more counterparts including signing facsimile copies. 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The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of recommendation of future land use of the decommissioned play area on Ship Street (the Purpose).\n2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.\n3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party.\n4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:\na) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or\nb) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.\n5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.\n6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.\n7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.\n8. The undertakings in clauses 2 and 3 will continue in force indefinitely.\n9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.\nSigned and Delivered as a Deed by:\n[name of Recipient] in the presence of:\n_____________________________\nSignature\n_____________________________\nSignature of witness\n_____________________________\nName of witness\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 30 - ], - [ - 31, - 231 - ], - [ - 232, - 443 - ], - [ - 444, - 611 - ], - [ - 612, - 726 - ], - [ - 727, - 941 - ], - [ - 942, - 1068 - ], - [ - 1069, - 1244 - ], - [ - 1245, - 1406 - ], - [ - 1407, - 1614 - ], - [ - 1615, - 1868 - ], - [ - 1869, - 1944 - ], - [ - 1945, - 2035 - ], - [ - 2035, - 2192 - ], - [ - 2193, - 2227 - ], - [ - 2228, - 2267 - ], - [ - 2268, - 2297 - ], - [ - 2298, - 2307 - ], - [ - 2308, - 2337 - ], - [ - 2338, - 2358 - ], - [ - 2359, - 2388 - ], - [ - 2389, - 2404 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 5 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://frodsham.gov.uk/wp-content/uploads/2019/05/118.3-Non-disclosure-agreement.pdf" - }, - { - "id": 5, - "file_name": "12032018_NDA_The%20Munt_EN.pdf", - "text": "Confidentiality Agreement\nThis Confidentiality Agreement (the \u201cAgreement\u201d) has been prepared on behalf of bpost SA/NV, a limited liability company of public law, and the City of Brussels (the \u201cSellers\u201d) with regard to the divestment of their respective surface areas (the \u201cSale\u201d) in the Munt Center/Centre Monnaie (the \u201cMunt\u201d).\nIn consideration of the Sellers agreeing to disclose confidential information (the \u201cConfidential Information\u201d) to the Candidate (\u201cDisclosee\u201d), the latter hereby undertakes to the Sellers that as Disclosee, they will keep confidential all and any Confidential Information received at any time. The Disclosee will procure that prior to the disclosure to any other person (including any professional advisor) of any Confidential Information, such other person is made aware of the provisions of this Agreement and the fact that the Disclosee will be liable.\nThe Disclosee acknowledges that the Confidential Information, in as far as it relates to bpost SA/NV, could be price sensitive information and ensures compliance with the relevant legal and other provisions in this respect (including, without being limited to, the provisions of the Belgian Law of 2 August 2002 on the supervision of the financial sector and on the financial services in relation to insider dealing and market manipulation). Confidential Information shall mean the following:\na) all such information, of any kind whatsoever (whether in oral, written or electronic form, and including, but not limited to, technical, commercial, financial, accounting, legal and administrative information) pertaining to the Sale of the Munt and the Sellers as may be provided to the Disclosee and their responsible managers, officers, employees, shareholders, members of the Board of Directors and advisors (including financial, legal and tax advisors and auditors) (\u201cRepresentatives\u201d), by the Sellers, their advisors or their representatives;\nb) all such analyses, compilations, forecasts, notes, memoranda and other documents as the Sellers or Deloitte Real Estate* and Laga** (the \u201cAdvisors\u201d) may have prepared or caused to be prepared and which may contain, refer to or simply result from, the information mentioned in point (a) above;\nc) the fact that the Disclosee (or any of their Representatives) are or have been involved in the analysis of, in meetings or negotiations related to the Sale, the contents, time and status of such negotiations, and generally any fact concerning the Sale.\nConfidential Information shall exclude:\na) information which had become available to the public prior to the date of disclosure thereof to the Disclosee or their Representatives, or that became available to the public after such date other than as a result of a breach of this Agreement by the Disclosee or their Representatives;\nb) information which was lawfully in the Disclosee\u2019s possession or in the possession of one or more of their Representatives prior to disclosure under this Agreement, in each case on a non-confidential basis, which, to their knowledge was free of any restriction as to its use or disclosure.\nThe Disclosee acknowledges that they may not approach the representatives of the Sellers and cannot contact anybody else other than the contact persons from the Advisors.\nThe Disclosee further undertakes and acknowledges, that neither the representatives of the Sellers nor their Advisors give any warranty or make any representation as to the accuracy or completeness of any of the Confidential Information or as to the reasonableness of any assumptions on which the information is based. The Disclosee agrees that the Sellers or Advisors shall not have any liability to the Disclosee or to any of their directors, employees, advisors or agents resulting from the use of Confidential Information.\nThis Agreement shall in no way constitute a commitment by any person to supply any Confidential Information or enter into any contract in connection with the Sellers. The obligations of the Disclosee under this Agreement shall expire the earlier of (a) three years after the date of this Agreement, or (b) the date the Sale between the Candidate and the Sellers is completed. The obligations of confidentiality and non-disclosure under this Agreement shall become effective as of the date of signing.\nIn the event that the Disclosee or any of its Representatives becomes legally compelled to disclose any of the Confidential Information to a regulatory authority or to any other entity or third party, the Disclosee shall immediately notify the Sellers before disclosing such Confidential Information, so that the Sellers may seek a protective order or other appropriate remedy, without prejudice to the Disclosee\u2019s remedies under this Agreement.\nIt is further understood and agreed that, without prejudice to any other rights or remedies which either party may have, any breach of these undertakings could cause the Sellers and/or its shareholders irreparable injury. In the event of an actual or threatened breach by the Disclosee and/or its Representatives of any provisions of this Agreement, the Sellers shall be entitled (i) to seek injunctive relief in any court of competent jurisdiction restraining the Disclosee and/or its Representatives from breaching the terms hereof or from disclosing any Confidential Information to any person and (ii) specific performance and other equitable relief.\nThis Agreement shall be governed by and construed in accordance with Belgian law and the Parties irrevocably agree to submit themselves to the exclusive jurisdiction of the Courts of Brussels. In accordance with the procedure defined in the candidacy file, we would be grateful if you could confirm your understanding and acceptance of the foregoing by returning to us a signed copy of the present document\nYours sincerely,\n_______________ _______________\nFr\u00e9d\u00e9ric Sohet Koen Van Gerven\nPartner CEO\nDeloitte Real Estate | Financial Advisory* bpost SA/NV\nThe Candidate / Disclosee\nName . . . . . . . . . . . . . . . . . . . . . . . . . . . .\nCompany . . . . . . . . . . . . . . . . . . . . . . . . . . . .\nTitle . . . . . . . . . . . . . . . . . . . . . . . . . . . .\nDate . . . . . . . . . . . . . . . . . . . . . . . . . . . .\nSignature\n*A department of Deloitte Consulting & Advisory CVBA\nCo\u00f6peratieve vennootschap met beperkte aansprakelijkheid/Soci\u00e9t\u00e9 coop\u00e9rative \u00e0 responsabilit\u00e9 limit\u00e9e\nRegistered Office: Gateway building, Luchthaven Nationaal 1 J, 1930 Zaventem\nVAT BE 0474.429.572 - RPR Brussel/RPM Bruxelles - IBAN BE 38 4377 5059 9172 - BIC KREDBEBB\nMember of Deloitte Touche Tohmatsu Limited\n\u00a9 2018.\n**Laga is a civil limited liability cooperative company.\nRegistered Office: Gateway building, Luchthaven Nationaal 1 J, 1930 Zaventem\n0471.858.874 - Brussels Trade Register - ING 310-1381442-54\nThe list of Laga partners can be obtained upon request or from the Laga website.\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 327 - ], - [ - 328, - 621 - ], - [ - 621, - 882 - ], - [ - 883, - 1325 - ], - [ - 1325, - 1375 - ], - [ - 1376, - 1926 - ], - [ - 1927, - 2212 - ], - [ - 2212, - 2222 - ], - [ - 2223, - 2478 - ], - [ - 2479, - 2518 - ], - [ - 2519, - 2808 - ], - [ - 2809, - 3100 - ], - [ - 3101, - 3271 - ], - [ - 3272, - 3591 - ], - [ - 3591, - 3798 - ], - [ - 3799, - 3966 - ], - [ - 3966, - 4048 - ], - [ - 4048, - 4101 - ], - [ - 4101, - 4175 - ], - [ - 4175, - 4299 - ], - [ - 4300, - 4745 - ], - [ - 4746, - 4968 - ], - [ - 4968, - 5126 - ], - [ - 5126, - 5346 - ], - [ - 5346, - 5399 - ], - [ - 5400, - 5593 - ], - 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"spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Contradiction", - "spans": [ - 5, - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 3 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 3 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www2.deloitte.com/content/dam/Deloitte/be/Documents/realestate/Sale_of_the_Munt/12032018_NDA_The%20Munt_EN.pdf" - }, - { - "id": 6, - "file_name": "130806ca141.pdf", - "text": "MUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT effective the day of , 2013.\nBETWEEN:\nHER MAJESTY THE QUEEN in right of the Province of Nova Scotia, as represented by the Minister of Finance\nOF THE FIRST PART\n-and-\nHALIFAX REGIONAL MUNICIPALITY, as represented by the Chief\nAdministrative Officer\nOF THE SECOND PART\nWHEREAS the Province of Nova Scotia (the \u201cProvince\u201d) and Halifax Regional Municipality (the \u201cHRM\u201d) hereinafter referred to as the \u201cReceiving or Disclosing Party\u201d or \u201cParties\u201d, may be facilitating the potential transaction of business related to the provision of SAP Services by the Province to the HRM where each Party may disclose certain confidential information to each other.\nAND WHEREAS each Party wishes to ensure that the other treats this information in the strictest confidence.\nNOW THEREFORE in consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:\n1. The confidential, proprietary and trade secret information of the Disclosing Party (hereinafter \"Confidential Information\") provided hereunder is any and all information, in whatever form (including electronic data) that will be disclosed to facilitate the potential transaction of business (related to the provision of SAP Services to HRM) between the Parties, including, but not limited to, portions or parts of the November 1, 2012 Agreement (including any schedules or appendices) between the Province of Nova Scotia and IBM, each Party's disclosure of intellectual property, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products, documents and services, research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, licensing, sales or service customer lists, business forecasts, sales and merchandizing, and marketing plans and information. For purposes of this Agreement confidential, proprietary and trade secret information of the Province\u2019s SAP Service Provider or any other Province\u2019s Service Provider, any parent company, subsidiary or affiliate of the Disclosing party shall be considered Confidential Information of the Disclosing Party for purposes of this Agreement.\n2. The term Confidential Information shall not include information, which is:\n(a) in the public domain other than by a breach of this Agreement by the Receiving Party; or\n(b) rightfully received from a third party with no duty of confidentiality; or\n(c) rightfully known to the Receiving Party without any limitation on use or disclosure prior to its receipt from the Disclosing Party; or\n(d) independently developed by employees, agents or consultants of the Receiving Party; or\n(e) generally made available to third parties by the Disclosing Party without restriction on disclosure.\n3. The Receiving Party agrees that Confidential Information shall be used only for the purposes of facilitating the business relationship between the Parties. Additionally, subject to section 4 below, the Receiving Party shall not disclose Confidential Information to any third party without the prior written approval of the Disclosing Party. The Receiving Party shall maintain the Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own similar categories of confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The Receiving Party shall not make any copies of Confidential Information except as necessary to perform hereunder. Each Party shall be responsible for any breach of this Agreement by such Party, its employees, agents, officials, representatives or consultants acting within the scope of their engagement or employment.\n4. The HRM acknowledges and agrees that the Province may disclose the Confidential Information received from the HRM to its external or internal auditors, as well as the Province\u2019s SAP Service Provider or Province\u2019s other service providers for the purpose of provision or extension of the SAP Services to HRM.\n5. The Receiving Party will adhere to all Canadian export laws, rules and regulations, and will not export or re-export any technical data or products received from the Disclosing Party, nor will the receiving party export or re-export the associated products of such technical data, to any restricted country and/or to any company, individual or government entity listed in the Table of Denial Orders published from time to time by the Canadian Government (called denied persons).\n6. This Agreement will be effective as of the date of this Agreement, but will apply to any Confidential Information disclosed to the Receiving Party from the Disclosing Party prior to such date and will continue in perpetuity.\n7. Each Party agrees that the harm resulting from improper disclosure of Confidential Information may be irreparable; therefore, the Disclosing Party shall be entitled to seek injunctive and other equitable relief to prevent or restrain breaches of any of the provisions of this Agreement by the Receiving Party or any of its employees, agents, officials, representatives or consultants, or to enforce the terms and provisions hereof, by an action instituted in a court of competent jurisdiction, which remedy or remedies are in addition to and not in substitution for any other remedy to which the Disclosing Party may be entitled at law or in equity.\n8. Title to, interest in, and all other rights of ownership to Confidential Information shall remain with the Disclosing Party. The information provided hereunder, including Confidential Information, is provided strictly \"as is\" and without representation and warranty of any kind as to its accuracy, completeness, freedom from error, value, merchantability, fitness for a particular purpose or non-infringement.\n9. This Agreement will terminate on the date and time the Agreement between the Parties over the provision of SAP Services is terminated. In the event this Agreement is terminated, and the Disclosing Party so requests, the Receiving Party shall promptly return or destroy (and certify destruction of) all Confidential Information which it received from the Disclosing Party along with all copies. The obligations of the Receiving Party under this Agreement shall survive the termination of this Agreement or the return of the Confidential Information to the Disclosing Party.\n10. The Parties acknowledge and understand that all documentation and information, including Confidential Information, provided to the Province of Nova Scotia or HRM, as the case may be, pursuant to this Agreement shall be kept confidential, subject to the provisions of the Freedom of Information and Protection of Privacy Act, Province of Nova Scotia, and such other laws of the Province of Nova Scotia and Canada which may apply from time to time.\n11. This Agreement shall not be construed as creating a joint venture, partnership or other form of business association between the Parties, nor an obligation to buy or sell products using or incorporating the Confidential Information, nor to create an implied or express license from either Party to the other.\n12. The failure of either Party to enforce any right resulting from breach of any provision of this Agreement by the other Party shall not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.\n13. This Agreement shall be governed by, and construed in accordance with the laws of the Province of Nova Scotia and the laws of Canada applicable therein.\n14. This Agreement constitutes the entire agreement, written or verbal, between the parties with respect to the terms set forth herein. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective parties.\n15. Time shall be of the essence in this Agreement.\nIN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.\nSIGNED, SEALED AND DELIVERED in the presence of:\n________________________________\nWitness\n________________________________\nWitness\nHER MAJESTY THE QUEEN in right of the Province of Nova Scotia as represented by the Minister of Finance\nPer: ____________________________________\nHALIFAX REGIONAL MUNICIPALITY as represented by the Chief Administrative Officer\nPer: ____________________________________\n", - "spans": [ - [ - 0, - 47 - ], - [ - 48, - 91 - ], - [ - 92, - 100 - ], - [ - 101, - 205 - ], - [ - 206, - 223 - ], - [ - 224, - 229 - ], - [ - 230, - 288 - ], - [ - 289, - 311 - ], - [ - 312, - 330 - ], - [ - 331, - 710 - ], - [ - 711, - 818 - ], - [ - 819, - 1022 - ], - [ - 1023, - 2142 - ], - [ - 2142, - 2477 - ], - [ - 2478, - 2555 - ], - [ - 2556, - 2648 - ], - [ - 2649, - 2727 - ], - [ - 2728, - 2866 - ], - [ - 2867, - 2957 - ], - [ - 2958, - 3062 - ], - [ - 3063, - 3222 - ], - [ - 3222, - 3407 - ], - [ - 3407, - 3692 - ], - [ - 3692, - 3808 - ], - [ - 3808, - 4011 - ], - [ - 4012, - 4321 - ], - [ - 4322, - 4803 - ], - [ - 4804, - 5031 - ], - [ - 5032, - 5684 - ], - [ - 5685, - 5813 - ], - [ - 5813, - 6097 - ], - [ - 6098, - 6236 - ], - [ - 6236, - 6495 - ], - [ - 6495, - 6673 - ], - [ - 6674, - 7124 - ], - [ - 7125, - 7437 - ], - [ - 7438, - 7691 - ], - [ - 7692, - 7848 - ], - [ - 7849, - 7985 - ], - [ - 7985, - 8106 - ], - [ - 8107, - 8158 - ], - [ - 8159, - 8314 - ], - [ - 8315, - 8363 - ], - [ - 8364, - 8396 - ], - [ - 8397, - 8404 - ], - [ - 8405, - 8437 - ], - [ - 8438, - 8445 - ], - [ - 8446, - 8549 - ], - [ - 8550, - 8555 - ], - [ - 8555, - 8591 - ], - [ - 8592, - 8672 - ], - [ - 8673, - 8678 - ], - [ - 8678, - 8714 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12, - 13 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 18 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://legacycontent.halifax.ca/council/agendasc/documents/130806ca141.PDF" - }, - { - "id": 8, - "file_name": "1588052992CCTV%20Non%20Disclosure%20Agreement.pdf", - "text": "Non-Disclosure Agreement\nThis Agreement is entered into this \u2026\u2026..(Date) day of \u2026\u2026\u2026\u2026.(Month), .......... (Year) between (Name of the Mission) (hereinafter called as \"Discloser\") and (Name of the Company with Address) (hereinafter called as \"Recipient\"), collectively \"Party\" or \"Parties\".\nWHEREAS the Discloser possesses certain information relating to the security set-up, security architecture, lay-out, security processes and procedures, designs, drawings, software and hardware configuration, computer programs, algorithms, services, customers etc that is confidential and proprietary in nature (hereinafter called as \"Confidential Information\"); and\nWHEREAS the Recipient is bound to get to know about the Confidential Information in pursuant to the terms of the Agreement for the purpose of supply, installation, testing and commissioning of a CCTV System (hereinafter called as \"Purpose\") in the (hereinafter called as \"Premises\");\nNOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient under this Agreement, the Parties agree as follows:\n1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.\n2. Confidentiality:\n2.1 No Use: Recipient agrees not to use the Confidential Information in any way or under any circumstances share the same, in writing or through any other means, with any Third Party.\n2.2 No Unauthorized Disclosure: Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person(s) or entity (ies), even if authorized or directed under any law, without the express permission of the Discloser. Discloser, notwithstanding, shall have the right to deny such disclosure of the Confidential Information being detrimental to the security interests of the Discloser and/or its\n2.3 Protection of Secrecy: Recipient agrees to take all steps necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from failing into the public domain or into the possession of unauthorized person(s) and/or entity(ies).\n2.4 Recipient agrees that the layout plan of the structural design of the Premises, whether in in physical or electronic form, shall always be in the custody of the Discloser. However, the Recipient shall have the access to the layout plan for the purpose of carrying out the contract for installation of CCTV System.\n3. Notices: All notices hereunder shall be given by letter, addressed as follows:\n4. Term and Termination. The term of this Agreement shall commence on the [Name of the Mission/Post] [Name of the Company]\n[Address] [Address]\nAttention [Insert Name] Attention:[Insert Name]\nTitle:[Insert Designation] E- Title: [Insert Designation] E-\nmail:[Insert E-mail] mail:[Insert E-mail]\nTelephone:[Insert Number] Telephone: [Insert\nFax:[Insert Number] Number] Fax: [Insert Number]\nEffective Date i.e. the date of signing the Agreement for the Purpose and continue for such a period until and unless the Discloser terminates the Agreement or the Premises is relocated or vacated or abandoned, whichever is earlier.\n5. Breach. The Recipient acknowledges that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to Discloser including loss of lives and limbs of the persons and damage to the property, for which monetary damages may be difficult to ascertain or turn to be meaningless. The Recipient therefore agrees that Discloser will have the right, in addition to its other rights and remedies, to seek injunctive relief for violations of this Agreement.\n6. In case the Discloser suspects any violation of this Agreement, upon reasonable notice, it shall be binding for the Recipient to allow the Discloser to carry out an Audit by itself or by an authorized representative. In such a situation, the Recipient shall cooperate with the Discloser. The onus to rebut the suspicion shall lie on the Recipient\n7. Any dispute or difference arising out of or in connection with this Non- Discloser Agreement shall be setteled amicably by the Parties through mutual negotiations. Any unsettled dispute or difference shall be referred to Arbitration by a Sole Arbitrator. The Arbitration shall be conducted in accordance with the rules and procedure of UNCITRAL in force on the date of Agreement. Arbitration proceedings shall be held in India and will be conducted in English. The decision of Arbitral Tribunal shall be final and binding on all Parties. Cost of Arbitrtaion shall be borne by Parties themselves unless and otherwise ordered by the Tribunal.\n8. This Agreement shall be governed by and construed in accordance with the laws in force in India.\n9. Miscellaneous.\na) Except in the event of an amalgamation or merger with or takeover by a third party of their business, neither Party may assign or transfer its rights or obligations in this Agreement without the prior written consent of the other.\nb) The Parties do not intend that any agency or partnership relationship be created by them by this Agreement.\nc) All additions or modifications to this Agreement must be made in writing and signed by an authorized representative of each Party.\nACCEPTED AND AGREED\n[Name of the Mission/Post] [Name of the Company]\n[Address] [Address]\nAttention: [Insert Name]\nAttention: [Insert Name]\nTitle: [Insert Designation]\nTitle: [Insert Designation]\nE-mail:[Insert E-mail]\nE-mail:[Insert E-mail]\nTelephone:[Insert Number]\nTelephone:[Insert Number]\nFax: [Insert Number]\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 287 - ], - [ - 288, - 653 - ], - [ - 654, - 662 - ], - [ - 662, - 937 - ], - [ - 938, - 1084 - ], - [ - 1085, - 1378 - ], - [ - 1379, - 1398 - ], - [ - 1399, - 1403 - ], - [ - 1403, - 1582 - ], - [ - 1583, - 1875 - ], - [ - 1875, - 2051 - ], - [ - 2052, - 2328 - ], - [ - 2329, - 2505 - ], - [ - 2505, - 2646 - ], - [ - 2647, - 2659 - ], - [ - 2659, - 2728 - ], - [ - 2729, - 2754 - ], - [ - 2754, - 2851 - ], - [ - 2852, - 2871 - ], - [ - 2872, - 2919 - ], - [ - 2920, - 2947 - ], - [ - 2947, - 2980 - ], - [ - 2981, - 3022 - ], - [ - 3023, - 3067 - ], - [ - 3068, - 3101 - ], - [ - 3101, - 3116 - ], - [ - 3117, - 3132 - ], - [ - 3132, - 3349 - ], - [ - 3350, - 3361 - ], - [ - 3361, - 3673 - ], - [ - 3673, - 3845 - ], - [ - 3846, - 4066 - ], - [ - 4066, - 4137 - ], - [ - 4137, - 4195 - ], - [ - 4196, - 4363 - ], - [ - 4363, - 4454 - ], - [ - 4454, - 4579 - ], - [ - 4579, - 4660 - ], - [ - 4660, - 4737 - ], - [ - 4737, - 4839 - ], - [ - 4840, - 4939 - ], - [ - 4940, - 4957 - ], - [ - 4958, - 5191 - ], - [ - 5192, - 5302 - ], - [ - 5303, - 5436 - ], - [ - 5437, - 5456 - ], - [ - 5457, - 5484 - ], - [ - 5484, - 5505 - ], - [ - 5506, - 5525 - ], - [ - 5526, - 5550 - ], - [ - 5551, - 5575 - ], - [ - 5576, - 5603 - ], - [ - 5604, - 5631 - ], - [ - 5632, - 5654 - ], - [ - 5655, - 5677 - ], - [ - 5678, - 5703 - ], - [ - 5704, - 5729 - ], - [ - 5730, - 5750 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 3 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.hciwellington.gov.in/docs/1588052992CCTV%20Non%20Disclosure%20Agreement.pdf" - }, - { - "id": 11, - "file_name": "18268-001%20Rev%20B%20Form%20Version%20in%20PDF.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) made this ___________day of _________________, ________________ (\u201cEffective Date\u201d), by and between VIDAR Systems Corporation, a Virginia corporation, with offices in Herndon, Virginia (\u201cVIDAR\u201d), and _________________________________, a _____________________ [corporation/limited liability company/individual], whose address is ______________________________________________________ (\u201cReceiver\u201d).\nWHEREAS, in the course of its activities with VIDAR, Receiver will receive confidential information about VIDAR, including but not limited to VIDAR\u2019s products (hardware, software and firmware) and its design, engineering, research, development, software, marketing, manufacturing processes, pricing and business plans. Receiver has agreed to receive such information on a confidential basis and to disclose it only as provided for in this Agreement.\nNOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and of other good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:\n1. Confidential Information. The term \u201cConfidential Information\u201d means any and all tangible and intangible information disclosed to Receiver in oral, written, graphic, recorded, photographic, any machine-readable or in any other medium or form relating to the intellectual property, management, operations, products, inventions, suppliers, customers, financials of VIDAR or any present or contemplated project, contract or relationship between VIDAR and Receiver, including without limitation, any and all plans, Intellectual Property (defined below), know-how, computer programs, software (source and object code), algorithms, computer processing systems, techniques, methodologies, formulae, compilations of information, designs, drawings, schematics, analyses, evaluations, formulations, ingredients, samples, processes, machines, prototypes, mock-ups, product performance data, proposals, job notes, reports, records, specifications, manuals, supplier and customer lists and information, licenses, the prices it obtains or has obtained for the licensing of its software products and services, purchase and sales records, marketing information or any other information concerning the business and goodwill of VIDAR and any information which is identified as being of a confidential or proprietary nature or should be considered confidential under the circumstances.\n2. Receiver\u2019s Obligations. Receiver shall: (i) hold the Confidential Information in strict confidence; (ii) use the Confidential Information only for the purposes as expressly directed by VIDAR; and (iii) provide such information only to those of its personnel who: (y) have a need to know the same to further VIDAR\u2019s interests; and (z) become a party to and bound by a confidentiality agreement at least as restrictive as this Agreement prior to receiving any such information. Receiver will not disclose Confidential Information to any party who do not meet the preceding requirements. Receiver shall use the same degree of care to protect and safeguard the confidentiality of Confidential Information as it uses to protect and safeguard the confidentiality of its own proprietary information, and Receiver represents, warrants and covenants to VIDAR that such degree of care is reasonably designed to protect the confidentiality of the Confidential Information.\n3. Additional Disclosures. Receiver may disclose Confidential Information if the same:\n(a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver;\n(b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver\u2019s files;\n(c) is disclosed with the prior written approval of VIDAR;\n(d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver;\n(e) is disclosed to a third party by VIDAR without restrictions against non-disclosure similar to those contained in this Agreement;\n(f) is disclosed pursuant to the order or requirement of a court; administrative agency, or other government body, provided Receiver takes all reasonable steps to keep the Confidential Information from becoming part of public records; or\n(g) is hereafter independently developed by Receiver without the aid, application or use of any Confidential Information;\nprovided for each that: (i) Receiver promptly notifies VIDAR of such action; and (ii) in any action to enforce or remedy a breach of this Agreement, Receiver shall have the burden of establishing the applicability of the subsection on which it relies.\n4. Additional Receivers. An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.\n5. Intellectual Property\n(a) Nothing in this Agreement shall be construed as granting or conferring any rights, interests or intellectual property rights by assignment, license or otherwise, relating to any Confidential Information in or for any intellectual property, invention, discovery or improvement or derivative made, conceived or acquired prior or subsequent to the Effective Date. Except for the limited right to use the Confidential Information as set forth above, all intellectual property, patent, copyright, trademark, trade secret and all other rights and interests in the Confidential Information and the products, inventions, ideas, works, creation, symbols, data, reports, opinions and all other concepts and materials developed, invented, reduced to practice, authored or created by Receiver (including portions and derivatives thereof) in any medium arising from or relating to this Agreement (\u201cIntellectual Property\u201d) shall be the sole and exclusive property of VIDAR.\n(b) All Intellectual Property that are original works of authorship shall be considered works made for hire (as that phrase is used in Section 101 of the United States Copyright Act, 17 U.S.C. \u00a7 101 or analogous law). If any Intellectual Property is found not to be a work made for hire and/or is owned by Receiver or any third party, Receiver hereby irrevocably (and shall cause any third party owner to) assigns and transfers all rights to and interests in such Intellectual Property to VIDAR without further consideration.\n(c) Receiver shall promptly disclose all Intellectual Property to VIDAR and shall make and maintain adequate and current written records of all Intellectual Property. Receiver agrees to take all actions, execute all instruments and fully cooperate with VIDAR, its successors, assigns or nominees in which, in the opinion of VIDAR, are expedient or necessary at any time to file, prosecute, register, evidence, secure, maintain or litigate all such VIDAR rights and interests in the Intellectual Property throughout the world, including all commercial, legal or administrative proceedings involving the same. All expenses of applying for and obtaining such rights and interests shall be borne by VIDAR. VIDAR shall reimburse Receiver for pre-approved expenses paid in connection with such cooperation.\n6. Return of Confidential Information. Upon the request of VIDAR or the termination or expiration of this Confidential Agreement, Receiver shall promptly return to VIDAR all copies of the Confidential Information and obtained by Receiver.\n7. Disclaimer. Receiver acknowledges that the Confidential Information may relate to processes or products that are developmental and may or may not have been reduced to practical application in prototype form. Accordingly, Receiver understands that neither VIDAR has made or makes any representation or warranty as to the accuracy, completeness or value of the Confidential Information. RECEIVER AGREES THAT NEITHER VIDAR NOR ANY OF ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY TO RECEIVER OR ANY OF ITS REPRESENTATIVES RESULTING FROM RECEIVER\u2019S ACCESS TO OR USE OF THE CONFIDENTIAL INFORMATION.\n8. Injunction. Receiver acknowledges and agrees that: (i) the Confidential Information is proprietary to and valuable information of VIDAR; (ii) VIDAR derives economic value from the Confidential Information not being generally known to other persons who can obtain economic value from its disclosure or use; (iii) any disclosure or unauthorized use of the Confidential Information could cause irreparable harm and loss to VIDAR; and (iv) if this Agreement is breached, VIDAR can not be made whole by monetary damages. Accordingly, VIDAR, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent further breaches of this Agreement and to an order compelling specific performance of this Agreement. Receiver shall reimburse VIDAR for all costs and expenses, including attorney\u2019s fees, incurred by VIDAR in enforcing the obligations of Receiver.\n9. General. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia and all actions involving this Agreement shall be brought in the state or federal courts located in the Commonwealth of Virginia, to which the parties consent to jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors and assigns. Except as otherwise expressly provided herein, neither this Agreement, nor any rights granted hereunder may be assigned, transferred, conveyed or encumbered, whether voluntarily or by operation of law, by Receiver without the prior written consent of VIDAR (which may be granted or withheld in VIDAR\u2019s sole and absolute judgment), and any attempt to do so will be deemed null and void. This Agreement becomes effective on the Effective Date and continues in effect thereafter for so long as any Confidential Information continues to exist. VIDAR may terminate this Agreement at any time for any reason. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. This Agreement contains the entire understanding and agreement of the parties hereto with respect to the subject matter contained herein, supersedes all prior oral or written understandings and agreements relating thereto, except as expressly otherwise provided, and may not be altered, modified or waived in whole or in part, except in writing, signed by duly authorized representatives of the parties hereto. The failure of either party to insist upon the performance of any of the terms, covenants, conditions or provisions of this Agreement shall not be considered a waiver or relinquishment of future compliance therewith; nor shall a waiver by either party of any breach or any term, covenant, condition, agreement or provision, operate as a waiver of any other term, covenant condition, agreement or provision. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.\nIN WITNESS WHEREOF, this Agreement has been executed by the following duly authorized representatives of the parties:\nVIDAR SYSTEMS CORPORATION RECEIVER\nBy: _____________________________ By: _____________________________\n Signature Signature\nPrint: _____________________________ Print: _____________________________\nTitle: _____________________________ Title: _____________________________\nDate: _____________________________ Date: _____________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 97 - ], - [ - 97, - 116 - ], - [ - 116, - 268 - ], - [ - 268, - 303 - ], - [ - 303, - 305 - ], - [ - 305, - 396 - ], - [ - 396, - 451 - ], - [ - 451, - 464 - ], - [ - 465, - 784 - ], - [ - 784, - 914 - ], - [ - 915, - 1182 - ], - [ - 1183, - 1212 - ], - [ - 1212, - 2551 - ], - [ - 2552, - 2579 - ], - [ - 2579, - 2595 - ], - [ - 2595, - 2655 - ], - [ - 2655, - 2751 - ], - [ - 2751, - 2818 - ], - [ - 2818, - 2885 - ], - [ - 2885, - 3031 - ], - [ - 3031, - 3140 - ], - [ - 3140, - 3516 - ], - [ - 3517, - 3544 - ], - [ - 3544, - 3603 - ], - [ - 3604, - 3717 - ], - [ - 3718, - 3856 - ], - [ - 3857, - 3915 - ], - [ - 3916, - 4050 - ], - [ - 4051, - 4183 - ], - [ - 4184, - 4421 - ], - [ - 4422, - 4543 - ], - [ - 4544, - 4568 - ], - [ - 4568, - 4625 - ], - [ - 4625, - 4795 - ], - [ - 4796, - 4821 - ], - [ - 4821, - 5182 - ], - [ - 5183, - 5207 - ], - [ - 5208, - 5573 - ], - [ - 5573, - 6171 - ], - [ - 6172, - 6390 - ], - [ - 6390, - 6697 - ], - [ - 6698, - 6865 - ], - [ - 6865, - 7306 - ], - [ - 7306, - 7400 - ], - [ - 7400, - 7422 - ], - [ - 7422, - 7498 - ], - [ - 7499, - 7538 - ], - [ - 7538, - 7737 - ], - [ - 7738, - 7753 - ], - [ - 7753, - 7949 - ], - [ - 7949, - 8126 - ], - [ - 8126, - 8334 - ], - [ - 8335, - 8350 - ], - [ - 8350, - 8389 - ], - [ - 8389, - 8475 - ], - [ - 8475, - 8644 - ], - [ - 8644, - 8769 - ], - [ - 8769, - 8854 - ], - [ - 8854, - 9103 - ], - [ - 9103, - 9248 - ], - [ - 9249, - 9261 - ], - [ - 9261, - 9549 - ], - [ - 9549, - 9680 - ], - [ - 9680, - 10066 - ], - [ - 10066, - 10220 - ], - [ - 10220, - 10283 - ], - [ - 10283, - 10660 - ], - [ - 10660, - 11071 - ], - [ - 11071, - 11478 - ], - [ - 11478, - 11744 - ], - [ - 11745, - 11862 - ], - [ - 11863, - 11897 - ], - [ - 11898, - 11902 - ], - [ - 11902, - 11932 - ], - [ - 11932, - 11936 - ], - [ - 11936, - 11965 - ], - [ - 11966, - 11967 - ], - [ - 11967, - 11986 - ], - [ - 11987, - 11994 - ], - [ - 11994, - 12024 - ], - [ - 12024, - 12031 - ], - [ - 12031, - 12060 - ], - [ - 12061, - 12068 - ], - [ - 12068, - 12098 - ], - [ - 12098, - 12105 - ], - [ - 12105, - 12134 - ], - [ - 12135, - 12141 - ], - [ - 12141, - 12171 - ], - [ - 12171, - 12177 - ], - [ - 12177, - 12206 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 48 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 24, - 31 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 24, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15, - 18, - 19, - 20, - 36 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.vidar.com/film/images/stories/PDFs/oem_resellers/18268-001%20Rev%20B%20Form%20Version%20in%20PDF.pdf" - }, - { - "id": 18, - "file_name": "41629_1.pdf", - "text": "Suite 25 Northwich Business Centre\nMeadow Street\nNorthwich\nCheshire CW9 5BF\nTel: 0845 466 4648\nFax: 01606 810 567\nEmail: details@business-partnership.com\nwww.business-partnership.com\nYOUR DETAILS (PLEASE USE CAPITALS)\nTitle \u2026\u2026\u2026. First Name \u2026\u2026\u2026..\u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026.. Last Name \u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026.\u2026.....\nAddress\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026....\u2026\u2026\u2026..\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........................\nPost Code \u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026. Email \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026....\u2026.\nTel \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026 Mobile \u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nCompany Name \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..................\nCompany Reg. No. \u2026\u2026\u2026\u2026...\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...\nBusinesses or area of interest \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nNON-DISCLOSURE AGREEMENT\nI fully understand and agree that all information relating to any client of The Business Partnership and supplied to me will be kept strictly confidential. I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means. I agree that in respect of the Confidential Information received from The Business Partnership I will:\nTreat it as confidential and make no copies thereof not disclose it to any third party without the prior written consent of The Business Partnership and use it solely for the purpose as agreed between parties\nI further acknowledge that all documents and other material things embodying any of the Confidential Information which is received under this agreement shall remain the property of the supplying party (or other owner thereof) and I shall hold them as bailee for the supplying party, exercising reasonable care to keep them safe from access by unauthorised persons, and shall return them to the supplying party within one week of a written request from the supplying party.\nI will not attempt to contact the employees, customers, creditors, suppliers or landlords of any client of The Business Partnership at any time. I will not use the confidential information to seek to obtain any commercial advantage over any client of The Business Partnership.\nI acknowledge that this Agreement shall remain in force in perpetuity. The laws of England and Wales shall govern this Agreement. I confirm that I have funds or access to funds to enter negotiations for the business for which I have expressed an interest I confirm that no contact will be made with the vendor\nor company direct.\nTERMS AND CONDITIONS\nThe Sales Particulars you will receive, and any subsequent commercial information relating to this business, are supplied on the strict understanding that it should be kept confidential and must not be copied or supplied to a third party without the consent of The Business Partnership (TBP).\nAll recipients the Sales Particulars and any other details irrevocably agree:-\n1. To treat all information contained herein, and as may subsequently be supplied, with complete confidentiality.\n2. To make no approach directly to the Owner or the Business and or Property either personally, by telephone, or in writing without the consent of TBP.\n3. To visit the Owner and/or the Business or Property only and strictly by prior appointment to be made and confirmed through the Office of TBP.\n4. To make no approach to the Staff of the business or discuss the proposed sale with any staff member without the consent of the Owners.\n5. To request and obtain any and all information required, including any financial information, solely through the Offices of TBP.\n6. To submit any offer for the purchase of the Business and/or property directly through the Agents TBP and not directly to the Owner.\nOnce TBPs NDA and Terms and Conditions have been signed, further negotiations are subject to you agreeing:-\n1. That in the event of agreeing to purchase the Business and/or Property will pay to TBP a deposit as a sign of good faith amounting to 5% of the purchase price but subject to a minimum of \u00a35,000. This deposit will be held by TBP in a Non-Interest Earning Client Account, and will be applied to the purchase price at the time of completion. This deposit will be paid \"Subject to Contract\" and will be refundable (subject to clauses 2 and 3 below).\n2. In the event that you withdraw from the purchase without good reason and where such reason is not connected to the purchase of the business, then the deposit will be used to cover our Clients reasonable legal costs (up to a maximum of \u00a32,500), such costs being subject to VAT, up to the point of withdrawal.\n3. That if you withdraw for any reason once Heads of Terms or Memorandum of Sale has been prepared and issued you will be charged an Agents Fee of \u00a3695.00 plus VAT. The balance of the deposit shall be returned to you forthwith. Should the sale of the business be withdrawn by the Vendor for any reason, the deposit monies will be returned to you in full.\n4. That upon an offer being accepted on a Leasehold proposition you will agree to supply to TBP the names and addresses of appropriate referees including Bankers to whom TBP can apply for a reference in order to seek the Landlords consent for an assignment of the current Lease or issue of a new Lease.\nAny information provided herein are for the general guidance of intended purchasers and tenants and do not form any part of an offer or contract. All descriptions and any other details are given without responsibility on the part of TBP or their vendor client and any intending purchasers should not rely on them as statements or representations of fact. All intending purchasers or tenants should satisfy themselves to the correctness of all any statements contained herein prior to making an offer by inspection or otherwise. Neither TBP nor their employees make or give any warranty whatsoever in relation to the business and or the property described herein.\nSIGNED\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. PRINT NAME\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nPOSITION\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. 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The Parties intend to enter into discussions relating to the Purpose which will involve the exchange of Confidential Information between them.\nB. The Parties have agreed to comply with this Agreement in connection with the disclosure and use of Confidential Information.\nTHE PARTIES AGREE AS FOLLOWS:\n1. DEFINITIONS\nAffiliate: shall mean any other corporation or other form of business entity, which, directly or indirectly, controls, is controlled by, or is under common control with, a Party at any time during the term of this Agreement. For purposes of this definition, the term \u201ccontrol\u201d means direct or indirect beneficial ownership of more than 50% of the voting share or interest of the entity;\nConfidential Information: has the meaning given in clause 2 of this Agreement;\nDisclosing Party: a Party to this Agreement which discloses its Confidential Information to the other Party;\nPurpose: [[INSERT DETAILS e.g. to establish a business relationship in respect to the supply of [named service provision or goods] from X, etc]];\nReceiving Party: a Party to this Agreement which receives the Confidential Information from the other Party;\nRepresentatives: any employees, officers, directors, professional advisors or consultants in relation to each Party and any of its Affiliates, who are actively and directly engaged in the Purpose;\nTerm: has the meaning given in clause 10.1 of this Agreement.\n2. CONFIDENTIAL INFORMATION\n2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes:\na) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;\nb) the terms of this Agreement;\nc) all confidential or proprietary information relating to: the business, affairs, customers, clients, suppliers, plans, business opportunities, finances, pricing, operations, processes, product information, techniques, know-how, technical information, design, trade secrets and findings or analysis derived from Confidential Information, whether in tangible or intangible form.\n2.2. Confidential Information does not include information which:\na) which is or subsequently becomes public knowledge or publicly available through no fault of the Receiving Party; or\nb) which is known by the Receiving Party prior to the time of receipt, as evidenced by its written records; or\nc) which is lawfully obtained by the Receiving Party from a third party and is not subject to a similar restriction on disclosure;\nd) which is independently developed by Receiving Party; or\ne) the Parties agree in writing is not confidential.\n3. CONFIDENTIALITY OBLIGATIONS\n3.1. In consideration of the Disclosing Party disclosing Confidential Information to the Receiving Party, the Receiving Party undertakes that it shall:\na) keep the Confidential Information secret and confidential, using at least the same degree of care as its uses to protect its own confidential information but no less than a reasonable degree of care;\nb) not use or exploit the Confidential Information in any way except for the Purpose;\nc) not disclose or make available any Confidential Information in whole or in part to any person except as expressly permitted by and in accordance with this Agreement; and\nd) to establish and maintain adequate security measures to safeguard the Confidential Information from unauthorized access or use.\n4. EXCEPTIONS\n4.1. Notwithstanding clause 3.1 of this Agreement, the Receiving Party may disclose the Confidential Information:\na) to its and its Affiliate\u2019s Representatives, provided always that the Receiving Party procures that such Representatives shall comply with the confidentiality obligations as set out in clause 3 of this Agreement, and the Receiving Party agrees to be liable for the actions or omissions of such Representatives in relation to the Confidential Information as if they were the actions or omissions of the Receiving Party; and\nb) as may be required by an order of any court of competent jurisdiction or governmental body in which case the Receiving Party shall, to the extent permitted by law, use reasonable endeavours to provide the Disclosing Party with prompt written notice of any such requirement prior to any disclosure so that the Disclosing Party may seek a protection order or other appropriate remedy. If no protective order or remedy is obtained by the Disclosing Party, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.\n5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION\n5.1. Upon the Disclosing Party\u2019s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party\u2019s Confidential Information whether in tangible form or otherwise, such as electronic mail or computer files.\n5.2. Clause 5.1 of this Agreement shall not apply to:\na) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or\nb) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law.\n5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement.\n6. INTELLECTUAL PROPERTY\n6.1. Each Party reserves all rights in its Confidential Information.\n6.2. Nothing in this Agreement shall be interpreted as a grant, by the Disclosing Party, of any license, title, interest or proprietary right to the Receiving Party in the Disclosing Party\u2019s Confidential Information or its products embodying the same.\n6.3. All Confidential Information disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement shall be and remain the Disclosing Party\u2019s property.\n7. NO REPRESENTATION\n7.1. Neither of the Parties make any express or implied representation or warranty as to the accuracy, reliability or completeness of the Confidential Information, expressly disclaiming any and all liability that may be based on the Confidential Information, including any errors therein or omissions there from.\n7.2. The Parties further agree that they are not entitled to rely on the accuracy or completeness of the Confidential Information.\n8. INADEQUACY OF DAMAGES\n8.1. Without prejudice to any other rights or remedies that each Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the other Party. Accordingly, each Party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement.\n9. NO OBLIGATION TO DISCLOSE OR CONTINUE DISCUSSIONS\n9.1. Nothing in this Agreement shall impose an obligation on either Party to disclose its information, whether Confidential Information or otherwise, to the other Party.\n9.2. Nothing in this Agreement shall impose an obligation on either Party to continue discussions or negotiations in connection with the Purpose or enter into any contract or business relationship with each other.\n10. TERM AND SURVIVAL OF CONFIDENTIALITY OBLIGATIONS\n10.1. The term of this Agreement shall be for a period of [three (3)] years from the Effective Date (the \u201cTerm\u201d) but may be terminated or extended upon both Parties\u2019 written agreement.\n10.2. The rights and obligations contained in this Agreement shall continue in full force and effect for [two (2)] years after expiration of the Term or termination of this Agreement.\n11. NO PARTNERSHIP OR AGENCY\n11.1. Nothing in this Agreement is intended to or shall be deemed to establish any partnership or joint venture between the Parties, create any commercial agency relationships between the Parties or authorise any Party to make or enter into any commitments for or on behalf of the other Party.\n12. GENERAL\n12.1. Assignment and other dealings. Neither Party shall assign, transfer, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written agreement of the other Party.\n12.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.\n12.3. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties.\n12.4. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.\n12.5. Severance. If any provision of this Agreement is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. Any modification to a provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.\n12.6. Notice. Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by pre-paid first class post or by a reputable next-day courier service at its registered office or principal place of business or sent by email to the address specified by the Party in writing. Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is delivered at the proper address; if sent by pre-paid first class post, on the second business day after posting; if by next-day courier service, at the time recorded by the courier; or if by email, at the time of transmission. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.\n12.7. Third Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.\n12.8. Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.\n12.9. Jurisdiction. Each Party irrevocable agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.\nThe undersigned are duly authorised to execute this Agreement on behalf of the parties.\nFor and on behalf of NSK Europe Limited For and on behalf of [Full company name]\nSignature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026... Signature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...\nName\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. Name\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nJob Title\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. 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"url": "https://www.nskeurope.com/content/dam/nskcmsr/downloads/literature_corporate/5-NSK-Confidentiality-Agreement-for-Suppliers.pdf" - }, - { - "id": 22, - "file_name": "54c808c1b20e4490b1300ad2ce3b9649.pdf", - "text": "Annex 5\nNon Disclosure Agreement\nIntroduction\nThis Non Disclosure Agreement (the \"NDA\") is made by and between the Ministry of Defence of the Kingdom of Norway (\"NMOD\") and Gripen International AB (\"GI\"), a business unit of Saab AB (publ), hereinafter jointly referred to as the \"Parties\" and individually referred to as \"Party\".\nThe Parties:\nare referring to the letter of agreement between NMOD and GI concerning industrial participation in further development of Gripen and related projects (the \"LOA\");\nnoting their wish to exchange information for the purpose of conducting evaluations of the Gripen aircraft, and pursuing discussions and work related to the Gripen Demonstrator Programme and other Gripen and defence related projects (\"LOA Projects\");\nnoting that such exchange of information may involve the disclosure of confidential information by either Party, and that the Parties wish to record their agreement to maintain the confidentiality of such information;\nnoting that exchanging information with GI shall also include exchanging information with Saab and upon such disclosure Saab shall confirm and be bound of the terms and conditions contained herein as if Saab was a Party to the NDA;\nnoting that exchanging information with the NMOD shall also include other Norwegian authorities and upon such disclosure said Norwegian authority shall confirm and be bound of the terms and conditions contained herein as if said Norwegian authority was a Party to the NDA.\nNOW, THEREFORE, the parties agree as follows:\nClause 1\nConfidential Information - information of whatever kind and in whatever form contained (and includes in particular but without prejudice to the generality of the foregoing, documents, drawings, computerized information, films, tapes, specifications, designs, models, equipment or data of any kind) which is clearly identified by the Disclosing Party as confidential by an appropriate legend or if orally disclosed then upon disclosure or within 30 days of such oral disclosure identified in writing by the Disclosing Party as confidential.\nDisclosing Party - the party from time to time disclosing Confidential Information.\nReceiving Party - the party from time to time receiving Confidential Information.\nClause 2\nSubject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party:\na) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation;\nb) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes;\nc) that it shall give access to the Confidential Information only,to those of its employees who need access to the Confidential Information for LOA purposes and will ensure that such employees adhere to the obligations and restrictions contained in the NDA;\nd) that it shall not copy or reproduce in any form any of the Confidential Information disclosed to it by the Disclosing Party, except to the extent necessary for the LOA purposes; and\ne) that it shall keep a current record of all copies and reproductions of the Confidential Information.\nClause 3\nThe obligations under the NDA do not apply to information of the Disclosing Party which is:\na) at the time of disclosure or thereafter available to the public generally through no failure on the part of the Receiving Party;\nb) known to the Receiving Party at the time of its disclosure;\nc) disclosed to the Receiving Party by a third party having the right to disclose Confidential Information and without restrictions as to use or disclosure; or\nd) developed independently by the Receiving Party without use of or reference to the Confidential Information received.\nClause 4\nThe Confidential Information shall remain the sole property of the Disclosing Party.\nThe Disclosing Party makes no representation, warranty, assurance, or inducement, express or implied, as to the Confidential Information's adequacy, sufficiency, or freedom from defect of any kind, including but not limited to, freedom from patent infringement that may result from use of such know-how information, nor shall the Disclosing Party incur any responsibility or obligation by reason of such Confidential Information, except as specifically provided herein.\nThe Receiving Party shall under no circumstances obtain any right in the Disclosing Party's patents, trademark or know-how by reason of the NDA.\nClause 5\nEither Party shall, upon 30 days written request by the other Party, return to the other party all Confidential Information which the latter has disclosed to the former, together with all copies or reproductions thereof together with a confirmation in writing that the Confidential Information in computerized form has been destroyed.\nFurthermore, at the request of the Disclosing Party the Receiving Party shall immediately cease to use the Confidential Information for any purposes whatsoever.\nClause 6\nThe NDA may also involve the exchange of classified information (which may or may not be Confidential Information), the handling of which shall be treated by the Parties according to applicable laws and regulations and other administrative acts and policies, now or hereinafter in effect.\nClause 7\nNothing in the NDA may be construed as compelling one Party to disclose any information to the other Party.\nClause 8\nThe Receiving Party shall notify the Disclosing Party immediately if it becomes aware that Confidential Information has been disclosed to or is in the possession of any person who is not authorized by the NDA to receive Confidential Information.\nClause 9\nNeither Party may assign or transfer (including but not limited to sublicense) any of its rights or obligations under the NDA.\nClause 10\nFor the purpose of exchanging Confidential Information and other communication the following persons are authorized contact persons:\nFor GI:\nFredrik Gustafsson Campaign Manager, Gripen International\nSE-581 88 Linkoping\nSweden\nFor NMOD:\nNorwegian Defence Logistic Organisation\nNew Fighter Aircraft Project (P7600)\nAtt: Lt. col. Geir Nilssen\nP.box 10\n2027 Kjeller\nNorway\nA change of a contact person shall be notified in writing.\nClause 11\nThe NDA constitutes the entire agreement between the parties with respect to its subject matter and shall not be changed except by written agreement signed by both Parties.\nClause 12\nThe NDA shall become effective on the date on the date of signatures and shall be valid for a period of two years thereafter, when it shall automatically expire\nunless otherwise agreed in writing between the parties. However, all Confidential Information exchanged during the validity hereof shall be subject to the obligations and restrictions under the NDA (including the undertakings in Clause 13 and 14 below) for a period of five years following expiration or other termination of the NDA.\nClause 13\nThe NDA shall be governed by and construed in accordance with the laws and regulations of Norway.\nClause 14\nAny disputes between the Parties arising out of or in connection with the NDA and which cannot be settled amicably shall be settled in the common court of law. The legal venue is Oslo tingrett, Norway.\nThe NDA has been executed in two originals of which the Parties have received one each.\nFor The Ministry of Defence For Gripen International AB\nof the Kingdom of Norway\nName: P\u00e5l Bj\u00f8rseth Name: Anders Frisen\nTitle: Deputy Director General Title: Commerci I Director\n................................... j,{ ...........\nSignature gnature\nr\n................ f/.. ......\nPlace and date Place and date\n", - "spans": [ - [ - 0, - 7 - ], - [ - 8, - 32 - ], - [ - 33, - 45 - ], - [ - 46, - 329 - ], - [ - 330, - 342 - ], - [ - 343, - 506 - ], - [ - 507, - 757 - ], - [ - 758, - 975 - ], - [ - 976, - 1207 - ], - [ - 1208, - 1480 - ], - [ - 1481, - 1526 - ], - [ - 1527, - 1535 - ], - [ - 1536, - 2075 - ], - [ - 2076, - 2159 - ], - [ - 2160, - 2241 - ], - [ - 2242, - 2250 - ], - [ - 2251, - 2345 - ], - [ - 2346, - 2681 - ], - [ - 2682, - 2821 - ], - [ - 2822, - 3079 - ], - [ - 3080, - 3264 - ], - [ - 3265, - 3368 - ], - [ - 3369, - 3377 - ], - [ - 3378, - 3469 - ], - [ - 3470, - 3601 - ], - [ - 3602, - 3664 - ], - [ - 3665, - 3824 - ], - [ - 3825, - 3944 - ], - [ - 3945, - 3953 - ], - [ - 3954, - 4038 - ], - [ - 4039, - 4508 - ], - [ - 4509, - 4653 - ], - [ - 4654, - 4662 - ], - [ - 4663, - 4997 - ], - [ - 4998, - 5158 - ], - [ - 5159, - 5167 - ], - [ - 5168, - 5456 - ], - [ - 5457, - 5465 - ], - [ - 5466, - 5573 - ], - [ - 5574, - 5582 - ], - [ - 5583, - 5828 - ], - [ - 5829, - 5837 - ], - [ - 5838, - 5964 - ], - [ - 5965, - 5974 - ], - [ - 5975, - 6107 - ], - [ - 6108, - 6115 - ], - [ - 6116, - 6173 - ], - [ - 6174, - 6193 - ], - [ - 6194, - 6200 - ], - [ - 6201, - 6210 - ], - [ - 6211, - 6250 - ], - [ - 6251, - 6287 - ], - [ - 6288, - 6302 - ], - [ - 6302, - 6314 - ], - [ - 6315, - 6323 - ], - [ - 6324, - 6329 - ], - [ - 6329, - 6336 - ], - [ - 6337, - 6343 - ], - [ - 6344, - 6402 - ], - [ - 6403, - 6412 - ], - [ - 6413, - 6585 - ], - [ - 6586, - 6595 - ], - [ - 6596, - 6756 - ], - [ - 6757, - 6813 - ], - [ - 6813, - 7090 - ], - [ - 7091, - 7100 - ], - [ - 7101, - 7198 - ], - [ - 7199, - 7208 - ], - [ - 7209, - 7369 - ], - [ - 7369, - 7410 - ], - [ - 7411, - 7498 - ], - [ - 7499, - 7554 - ], - [ - 7555, - 7579 - ], - [ - 7580, - 7618 - ], - [ - 7619, - 7676 - ], - [ - 7677, - 7728 - ], - [ - 7729, - 7746 - ], - [ - 7747, - 7748 - ], - [ - 7749, - 7777 - ], - [ - 7778, - 7807 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 64 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 27 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 16, - 19 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.regjeringen.no/link/54c808c1b20e4490b1300ad2ce3b9649.aspx?id=2139003" - }, - { - "id": 23, - "file_name": "59b1148ff6952b0001bdbedc_20170907_non%20disclosure%20agreement_expert.pdf", - "text": "UNILATERAL NON-DISCLOSURE AGREEMENT\nBETWEEN Nordic Knowledge Partners ApS\nCentral Business Register (CVR) number: 36428198\nDampf\u00e6rgevej 9, 1.\n2100-DK Copenhagen\n(hereafter the \"Service provider\" or \"NKP\" or \"Recipient\")\nAND You the subject-matter expert\n(hereafter the \"Subject-matter expert\" or \"Expert\" or \"Recipient\")\nEach of Discloser and Recipient hereafter are also referred to as \"Party\" and collectively as the\n\"Parties\".\n1. CONTACT PERSONS\n1.1. Any notice given under or in relation to the Agreement shall be given in writing and for the attention to:\na) If to Discloser:\nAtt.: Andreas von Buchwald\navb@nordicknowledgepartners.com\nb) If to Recipient:\nAtt: You\n3. DEFINITIONS AND INTERPRETATION\n3.1. In the agreement, the following capitalised words and expressions have the following meaning:\n3.2. \"Affiliate\" means with respect to any person, any other person directly or indirectly, through one or more intermediaries, Controlling, or Controlled by, or under common Control with such person, where control has the meaning of the power to direct the management of a person (directly or indirectly), whether through ownership of securities, by contract or otherwise and shall be presumed to exist in relation to a controlled person when another person holds (i) a majority of the voting rights, (ii) the right to control more than half of the voting rights by virtue of an agreement, (iii) the right to direct the financial and operational management by virtue of articles of association or agreement, (iv) the right to appoint or remove the majority of the members of the supreme governing body having a controlling influence, or (v) possession of the actual majority of votes at general meetings or equivalent governance forum and thereby an actual controlling interest in such person; and \"Controlled\" and \"Controlling\" shall be construed accordingly.\n3.3. \"Agreement\" means this non-disclosure agreement including all appendices (if any).\n3.4. \"Client\" means any customers or business partners of the Party;\n3.5. \"Confidential information\" means any information of whatever form relating to the Project or Discloser or any of its Affiliates or Clients, supplied or made available by Discloser or on its behalf to recipient or Recipient Representatives, copies of any such information regardless of whether such information is identified as confidential or not; and information regarding:\n3.5.1. The existence of the Project;\n3.5.2. The identity of the Discloser and the willingness of the Discloser to enter into discussions and/or negotiations regarding the Project;\n3.5.3. Any information including those parts of analyses, compilations, studies and other documents which contain, reflect or are derived from such information referred to in this Clause 3.4 or discussions and negotiations relating to the project.\n3.6. \"Effective Date\" means the date when the last of the Parties signed the Agreement.\n3.7. \"Project\" has the meaning ascribed to it in Clause 4.1.\n3.8. \"Representatives\" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants.\n4. BACKGROUND\n4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient (\"Subject-matter expert consultations\"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept.\n5. CONFIDENTIALITY AND RESTRICTED USE\n5.1. Recipient shall:\n5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination;\n5.1.2. use Confidential Information only for the Project;\n5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.\n5.2. The obligations in Clause 5.1 shall not apply for Confidential Information that:\n5.2.1. was, at the time of its disclosure, in the public domain or which, after Discloser's disclosure, comes into the public domain, unless it is in the public domain as a result of:\na) a breach by Recipient of its obligations contained in this Agreement (or by any person to whom disclosure of information is made as permitted under this Agreement); or\nb) a breach by a third party of any other obligation or duty of confidentiality or non-disclosure relating to that information that Recipient is or ought to be aware of;\n5.2.2. was or becomes available to Recipient on a non-confidential basis provided that the source is not known to Recipient to be bound by a confidentiality agreement and is not otherwise in breach of any obligation of confidentiality or restricted use;\n5.2.3. is otherwise agreed in writing by Discloser to no longer being confidential and/or restricted; or\n5.2.4. is required to be disclosed by law, regulation or any competent governmental, judicial or regulatory authority, or by a recognized stock exchange, or in response to a request from a regulatory body with a supervisory role over Recipient or any of its Affiliates, in which case Recipient will (or, if Recipient's Representative is subject to the disclosure obligation, Recipient will procure that such Representative will), in each case to the extent permitted by law, regulation or the relevant authority:\na) inform Discloser of the circumstances of the disclosure and the information that will be disclosed as soon as reasonably practicable;\nb) permit Discloser in its absolute discretion to seek to obtain an injunction or take other appropriate action to protect the Confidential Information;\nc) take all such steps as may be reasonable and practicable in the circumstances to agree the form, contents and timing of such disclosure with Discloser before making such disclosure, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations;\nd) consult with Discloser as to possible steps to prevent or limit such disclosure and take those steps to the extent reasonably practicable in the circumstances, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations; and\ne) request assurances as to confidentiality from anybody to which the Confidential Information is to be disclosed.\n5.2.5. Either Party must promptly inform the other Party after becoming aware of any breach of this Agreement whether committed by Recipient itself or its Representatives.\n5.3. Ownership \u2013 no rights intended\n5.3.1. All Confidential Information shall remain the property of Discloser or its relevant Representative, as applicable.\n5.3.2. The disclosure of Confidential Information to Recipient or its Representatives shall not give Recipient or its Representatives any licence or other rights in relation to that Confidential Information beyond the rights contained in this Agreement.\n5.3.3. Recipient shall not be entitled to file for patents or other statutory protection in any country based on any Confidential Information received hereunder. The disclosure of Confidential Information does not constitute any rights of prior use for Recipient\n5.4. As is\n5.4.1. With respect to the Confidential Information disclosed, Discloser provides the information \"as is\" and makes no representation or warranty, express or implied, to Recipient as to its condition, merchantability, design, operation, fitness, or use for the Project or any other matter.\n6. REPRESENTATIVES\n6.1. If Recipient discloses or distributes Confidential Information to any of its Representatives, such Representatives shall be subject to the same confidentiality and restricted use obligations as Recipient.\n6.2. Recipient shall be liable for its Representatives' acts and omissions as if such acts or omissions had been its own acts or omissions, even when such persons/entities cease to be (as the case may be) employee, director, senior executive, professional advisor, consultant, Affiliate or supplier of any tier in relation to Recipient.\n7. DURATION AND TERMINATION\n7.1. Duration\n7.1.1. The obligations contained in this Agreement shall start at the Effective Date and shall automatically terminate when the Project is terminated or completed.\n7.2. Termination\n7.2.1. Each Party may terminate the Agreement by giving one month prior written notice to the other Party.\n7.3. Continuing Obligations\n7.3.1. The obligations of confidentiality, non-disclosure and non-use set forth in this Confidentiality Agreement shall survive the termination or expiration of this Confidentiality Agreement (i) with respect to any Confidential Information that constitutes a trade secret under applicable law, for so long as such item shall continue to constitute a trade secret under applicable law, and (ii) with respect to any Confidential Information that does not constitute a trade secret under applicable law, for a period of 5 (five) years from and after the date of disclosure of such Confidential Information.\n8. RETURN OF CONFIDENTIAL INFORMATION\n8.1.1. Upon Discloser's request, Recipient shall promptly, and in any case within five (5) days from such request, return all documentation and other materials containing any Confidential Information of Discloser without retaining any copies thereof. Alternatively, at Discloser's option and request, Recipient shall destroy and/or erase all such materials and documentation and shall provide a written certification that all such materials and documentation have been destroyed and/or erased.\n8.1.2. Clause 8.1 shall not apply to Confidential Information which i) must be stored by Recipient according to provisions of mandatory law or ii) was made as a matter of routine backup provided that such Confidential Information and copies thereof shall be subject to an indefinite confidential obligation according to the terms and conditions set forth herein until returned and/or destroyed, as the case may be.\n9. OTHER PROVISIONS\n9.1. No Relationship Established\n9.1.1. This Agreement shall not constitute any rights or obligations for any of the Parties to this Agreement, to continue discussions or further to enter into any contract regarding the Project, and any Party can cease to continue such discussions at any time. The Agreement does not grant Recipient any exclusivity, and Discloser and its Affiliates may purchase similar services, works or goods from other suppliers.\n9.2. Public Statements\n9.2.1. Neither Party may use the other Party's name or trademarks or refer to the other Party directly or indirectly in any media release, public announcement, or public disclosure relating to the Agreement or its subject matter, including, but not limited to, in any promotional or marketing material or business presentations without the other Party's prior written consent in each case, except for such publication which is required under public procurement rules.\n9.3. Severability\n9.3.1. If any term or provision of the Agreement is held to be illegal, void or unenforceable in whole or in part under any enactment of law, such term or provision will be deemed not to form part of the Agreement. The enforceability of the remainder of the Agreement will not be affected.\n9.3.2. In the event that any term or provision of the Agreement, which is fundamental to the accomplishment of the purpose of the Agreement, is held to be illegal, void or unenforceable in accordance with Sub-Clause 9.3.1, the Parties shall immediately commence good-faith negotiations to reach an equitable agreement, which reflects the intent of the Parties.\n9.4. Waiver and Cumulative Rights\n9.4.1. The rights provided by the Agreement may be waived in writing only by the relevant Party in a manner that expressly indicates that a waiver is intended, and such waiver is only to apply to the specific circumstances referred to. Any failure to exercise or any delay in exercising a right by either Party will not constitute a waiver of that right or of any other rights.\n9.4.2. Unless a right of a Party is expressed to be an exclusive right, the exercise of it by the Party is without prejudice to its other rights.\n9.5. Cost\n9.5.1. Each Party shall be responsible for their own costs incurred by themselves and their Representatives.\n9.6. Written Modifications\n9.6.1. All modifications to this Agreement must be made in writing and must be signed by an authorized representative of the Parties.\n10. GOVERNING LAW AND DISPUTE RESOLUTION\n10.1. Governing Law\n10.1.1. The laws of Denmark govern the Agreement and any legal dispute arising out of or in relation to the Agreement must be solved in accordance with the laws of Denmark.\n10.2. Dispute Resolution\n10.2.1. The Parties will attempt to settle any dispute between them by entering into good-faith negotiations through the appropriate management level of governance in a timely manner. The Parties must as a minimum attend the first good-faith negotiations.\n10.2.2. Any dispute, controversy or claim arising out of or in connection with the Agreement or any breach, termination or invalidity hereof which is not resolved by prior negotiations, shall be finally settled by arbitration by The Danish Institute of Arbitration in accordance with the relevant rules adapted by The Danish Institute of Arbitration and applicable at the time of opening of the arbitration. The arbitration tribunal must have three arbitrators appointed by the Danish Institute of Arbitration unless the Parties agree otherwise. The arbitrators elect, from among their members, the chairman of the arbitration tribunal.\n10.2.3. The place of arbitration must be Copenhagen, and the language of the proceedings, including any written pleadings, must be in English, unless otherwise agreed by the Parties.\n10.2.4. Notwithstanding this Clause 10, breach of this Agreement may be stopped by injunctive relief at the ordinary courts. Nothing in this Agreement shall be construed as prohibiting Discloser from pursuing any remedies available in addition to those remedies available under the terms of this Agreement.\n11. SIGNATURE\n11.1. The Parties may choose to exchange signatures of the Agreement by means of electronic communication (by fax, email, or other electronic transmissions) and the Agreement shall not be invalid or unenforceable because the documents are exchanged electronically.\n11.2. 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A Party includes the entity named herein, its successors and assigns, any of its present or future corporate parents, subsidiaries, and organizations controlled by, controlling or under common control with such Party.\nEach of the Parties may be the \u201dDisclosing Party\u201d and the other party will be deemed to be the \u201dReceiving Party\u201d.\nRECITALS\nA. The Parties intend to enter into discussions regarding a potential future business relationship; and\nB. In order to facilitate those discussions the Parties may wish to disclose to each other certain Con\ufb01dential Information (as herein de\ufb01ned).\nTHEREFORE, it is agreed as follows:\n1 De\ufb01nitions and Interpretation\n1.1 1.1 In this Agreement:\nCon\ufb01dential Information means:-\n(a) information relating to the Disclosing Party regarding its business, partners, customers or \ufb01nancial a\ufb00airs (including details relating to any software the copyright in respect of which is vested in the Disclosing Party) which is obtained by the Receiving Party, either before or after this undertaking is entered into and either in writing or orally from or pursuant to the discussions with the Personnel of the Disclosing Party;\n(b) those portions of analyses, compilations, studies, reports and other documents prepared by the Disclosing Party which contain or otherwise re\ufb02ect or are generated from any such information as is speci\ufb01ed in paragraph (a) above;\n(c) information of a commercially sensitive nature relating to the Disclosing Party obtained by observation during any visits to the Disclosing Party\u2019s premises but subject always to the proviso set out in clause.\nDisclosing Party means the Party whose Con\ufb01dential Information is disclosed to the Receiving Party\nPersonnel means any and all sta\ufb00, employees, directors, o\ufb03cers and professional advisors of a Party\nPurpose means any and all discussions and negotiations relating to a potential agreement between the Parties hereto as more particularly set out in Recital (A)\nReceiving Party means the Party who is in receipt of Con\ufb01dential Information\n2 The Commitment\n2.1 In consideration of each Party agreeing to supply the other Party with Con\ufb01dential Information for the Purpose, and in consideration of the mutual undertakings set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Con\ufb01dential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained.\n2.2 The disclosure of Con\ufb01dential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Con\ufb01dential Information including, without limitation, any trade marks or business secrets.\n2.3 A Receiving Party\u2019s obligations in respect of Con\ufb01dential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose.\n3 Safekeeping\n3.1 A Receiving Party shall treat and safeguard as private and con\ufb01dential all of the Con\ufb01dential Information and will take all reasonable precautions in dealing with any Con\ufb01dential Information so as to prevent any third party from having access to the Con\ufb01dential Information.\n4 Limited internal dissemination\n4.1 A Receiving Party shall only disclose or reveal any Con\ufb01dential Information disclosed to it to those of its Personnel who are required in the course of their duties to receive and consider the same in so far as is necessary to ful\ufb01l the Purpose.\n4.2 Prior to the disclosure of any Con\ufb01dential Information to any such Personnel, the Receiving Party shall inform them of the con\ufb01dential nature of the material and of the provisions of this con\ufb01dentiality undertaking and obtain written con\ufb01rmation of their acceptance of these terms.\n5 Non-disclosure to third parties\n5.1 Save as otherwise permitted herein, a Receiving Party shall not, and shall procure that its Personnel do not, at any time without the Disclosing Party\u2019s prior written consent:\n(a) disclose the Con\ufb01dential Information to any third party, either directly or indirectly; or\n(b) disclose to any person: -\n(i) the fact that discussions or negotiations are taking place between the Parties;\n(ii) the content of any such discussions or negotiations;\n(iii) any of the terms, conditions or other facts with respect to the Purpose; or\n(iv) that Con\ufb01dential Information has been requested or received, unless required to do so by law or by the order or ruling of a Court or tribunal or regulatory body or recognised stock exchange of competent jurisdiction, in which case, if the Receiving Party is required to disclose such Con\ufb01dential Information it shall, unless prohibited from doing so, notify the Disclosing Party promptly in writing of that fact and, in any event, prior to making such disclosure.\n6 Discussions through authorised representatives only\n6.1 It is understood that all communications regarding the Parties\u2019 discussions, requests for additional information or meetings or questions will be submitted or directed to authorised representatives of the Parties.\n7 Exclusion from Con\ufb01dential Information\n7.1 These terms and conditions will not apply to any Con\ufb01dential Information which:\n(a) is in or becomes part of the public domain or is or otherwise becomes public knowledge by any means other than by breach by a Receiving Party or their Personnel of any obligation contained herein;\n(b) was previously or is at any time hereafter disclosed to a Receiving Party by any third Party having the right to disclose the same provided that such source is not known to the Receiving Party to be bound by a con\ufb01dentiality agreement with, or other obligation to secrecy to, the Disclosing Party;\n(c) is released from the provisions of this undertaking by prior written consent given by a director or authorised representative of the Disclosing Party; or\n(d) was otherwise independently acquired or developed by the Receiving Party without violating its obligations hereunder.\n8 Return of Con\ufb01dential Information\n8.1 The Receiving Party shall, immediately upon receipt of Notice to that e\ufb00ect:\n(a) return to the Disclosing Party all Con\ufb01dential Information (including all copies held);\n(b) destroy those portions (and all copies) of any analyses, compilations, studies, reports or other documents prepared by it for its use containing or re\ufb02ecting or generated from, in whole or in part, any Con\ufb01dential Information; and\n(c) expunge and destroy any Con\ufb01dential Information from any computer, word processor or other device in its possession or custody or control containing such information.\n9 No responsibility for information provided\n9.1 The Receiving Party understands and acknowledge that neither the Disclosing Party nor any of its Personnel is making any representation or warranty, express or implied, as to the accuracy or completeness of the Con\ufb01dential Information, and neither the Disclosing Party or any of its Personnel will have any liability to the Receiving party or any other person resulting from any use of the Con\ufb01dential Information.\n10 Breach of Undertaking\n10.1 Each Party hereby acknowledges and agrees that damages would not be an adequate remedy for any breach of this undertaking and a Disclosing Party shall be entitled to the remedies of injunction, speci\ufb01c performance and other equitable relief for any threatened or actual breach of any such undertaking.\n11 Notices\n11.1 Any notice or other communication to be given under this Agreement shall be in writing in English and signed by or on behalf of the Party giving it (or its representative) and shall be delivered by hand to the address or sent by fax to the fax number given in clause 11.2 (or such other address or fax number as the receiving Party has speci\ufb01ed to the sending Party on at least 10 (ten) Business Days\u2019 notice).\n11.2 Any notice or other communication given or made under this Agreement shall, in the absence of earlier receipt, be deemed to have been received as follows:\n(a) if delivered by hand, at the time on the date of actual delivery; or\n(b) if sent by fax, with a con\ufb01rmed receipt of transmission from the receiving machine, on the day on which transmitted provided that a notice deemed to have been received on a day which is not a Business Day, or after 18:00 hours in the place of receipt, shall instead be deemed to have been received on the next Business Day at the commencement of normal business hours in the place of receipt.\n11.3 The provisions of this clause shall not apply in relation to the service of documents.\n12 Counterparts\n12.1 This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which is an original but all of which together constitute one and the same instrument.\n13 Governing Law\n13.1 These terms and conditions shall be governed by and construed in all respects in accordance with the laws of England.\n14 Jurisdiction\n14.1 The Parties irrevocably agree that the English courts shall have the exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Each Party agrees to waive any objection to the English courts, whether on the grounds of venue, or on the grounds that the forum is not appropriate.\nSigned by the Parties or their duly authorised representatives\nReady4S, Ltd Client:\nSuite 18 Equity Chambers, 249 High\nAddress:\nStreet North, BH15 1DX Poole\nSign: Sign:\nName: Mateusz Stanuszek Name:\nE\ufb00ective Date:\n", - "spans": [ - [ - 0, - 50 - ], - [ - 51, - 223 - ], - [ - 224, - 337 - ], - [ - 337, - 554 - ], - [ - 555, - 668 - ], - [ - 669, - 677 - ], - [ - 678, - 781 - ], - [ - 782, - 924 - ], - [ - 925, - 960 - ], - [ - 961, - 992 - ], - [ - 993, - 1019 - ], - [ - 1020, - 1051 - ], - [ - 1052, - 1486 - ], - [ - 1487, - 1708 - ], - [ - 1708, - 1718 - ], - [ - 1719, - 1932 - ], - [ - 1933, - 2031 - ], - [ - 2032, - 2131 - ], - [ - 2132, - 2288 - ], - [ - 2288, - 2291 - ], - [ - 2292, - 2368 - ], - [ - 2369, - 2385 - ], - [ - 2386, - 2390 - ], - [ - 2390, - 2797 - ], - [ - 2798, - 2802 - ], - [ - 2802, - 3062 - ], - [ - 3063, - 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{ - "id": 25, - "file_name": "ADVANIDE-NON-DISCLOSURE-AGREEMENT.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nR 2019/01\n(Pls. fill in the form fields, print, sign and scan in color and email to your sales contact)\nbetween AdvanIDe companies worldwide and AdvanIDe Europe GmbH, & AdvanIDe Holdings Pte Ltd\nAm Klingenweg 6A 7 Temasek Boulevard Company Name\n65396 Walluf\nSuntec Tower One #06-01 Address Line 1\nGermany Singapore 038987\nAddress Line 2\nZIP / City\n& AdvanIDe Americas, Inc.\nCountry\n19 Sylvester Road,\nNatick, MA 01760 Contact Person\nBoston\nContact e-Mail\nCompany Website\nWHEREAS\nthe Parties may have disclosed and will further disclose certain confidential information (hereinafter referred to as\n\u201cInformation\u201c)for the purpose of\n(hereinafter referred to as \u201cBusiness Purpose\u201d).\nWHEREAS\nThe Parties wish to define their rights and obligations with respect to said Information by establishing the basis upon which said Information and / or documents will be disclosed by one party (hereinafter referred to as the \u201cDisclosing Party\u201d) and received, held, safeguarded by the other party (hereinafter referred to as the \u201cReceiving Party\u201d).\n1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which:\nI. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or\nII. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or\nIII. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party\u00b4s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or\niv. is independently developed by the Receiving Party;\nv. or is required to be disclosed, retained or maintained by law or any regulation or any governmental organization. Confidential Information may also be handed out by a third party appointed by the Disclosing Party (i.e. manufacturer).\n2. Both Parties shall\nI. treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party\u00b4s own Information of like importance which is to be kept confidential; Confidential\nII. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party\u00b4s executive board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose;\nIII. use the Information only for the Business Purpose unless the Disclosing Party gives its prior written consent to such Information being used for some other agreed purpose;\nIV. keep the Information, relating to the Disclosing Party, and any copies thereof secure and in such way so as to prevent unauthorized access by any third party, nor make any copies of it or reproduce it in any form;\nV. ensure that its employees and advisers comply with the obligations of non-disclosure arising from this Agreement;\n3. Either Party shall have the right to refuse to accept any Information under this Agreement prior to any disclosure and nothing herein shall obligate either Party to disclose any particular Information.\n4. All Information exchanged between the Parties pursuant to this Agreement shall upon respective request of the Disclosing Party either be returned to the Disclosing Party or be destroyed. On request the Receiving Party shall supply a written certificate signed by any of its directors confirming the destruction of the Information. 5.\nThe Information, relating to the other party, shall remain the property of such other party (as Disclosing Party) and its disclosure shall not confer on the other party (as Receiving Party) any rights. No license is hereby granted by either party to the other party, directly or indirectly, under any patent, trademark, trade secret or other intellectual property.\n6. The Parties disclaim any warranty for the correctness and completeness (including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement) regarding Information under this Agreement.\n7. The Agreement shall continue in force for three years from the signing of this Agreement. Thereafter it shall automatically continue unless terminated upon thirty days prior notice in writing. The obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of two years.\n8. This Agreement shall be governed and construed by the laws of Singapore, without regard to any conflict of law principles leading to the application of the laws of any other jurisdiction. The Parties hereby submit to the exclusive jurisdiction of the courts of Singapore.\n9. If any of the provisions of this Agreement are or become wholly or partly void, invalid or unenforceable, this shall not affect the validity of the remaining provisions. The provisions of this Agreement may not be modified, amended, nor waived, except by a written instrument duly executed by the Parties hereto. The requirement of written form can only be waived in writing.\n10. This Agreement may not be assigned by either party without the prior written consent of the other.\n11. Insofar as one of the Parties undergoes a transformation by change in its legal form preserving its identity or by a change in legal personality due to merger, break up or transfer of assets this Agreement shall be continued with the newly formed legal successor or the legal successor taking over one of the Parties.\nSingapore, Date Place, Date\n_\nHolger Roessner, Signatory Name\nAdvanIDe Europe GmbH &\nAdvanIDe Holdings Pte Ltd &\nAdvanIDe Americas, Inc\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 34 - ], - [ - 35, - 128 - ], - [ - 129, - 142 - ], - [ - 142, - 219 - ], - [ - 220, - 269 - ], - [ - 270, - 276 - ], - [ - 276, - 282 - ], - [ - 283, - 321 - ], - [ - 322, - 346 - ], - [ - 347, - 361 - ], - [ - 362, - 372 - ], - [ - 373, - 398 - ], - [ - 399, - 406 - ], - [ - 407, - 425 - ], - [ - 426, - 457 - ], - [ - 458, - 464 - ], - [ - 465, - 479 - ], - [ - 480, - 495 - ], - [ - 496, - 503 - ], - [ - 504, - 621 - ], - [ - 622, - 654 - ], - [ - 655, - 703 - ], - [ - 704, - 711 - ], - [ - 712, - 1059 - ], - [ - 1060, - 1361 - ], - [ - 1362, - 1541 - ], - [ - 1542, - 1817 - ], - [ - 1818, - 2128 - ], - [ - 2129, - 2183 - ], - [ - 2184, - 2301 - ], - [ - 2301, - 2420 - ], - [ - 2421, - 2442 - ], - [ - 2443, - 2666 - ], - [ - 2667, - 2964 - ], - [ - 2965, - 3141 - ], - [ - 3142, - 3359 - ], - [ - 3360, - 3476 - ], - [ - 3477, - 3681 - ], - [ - 3682, - 3872 - ], - [ - 3872, - 4016 - ], - [ - 4016, - 4018 - ], - [ - 4019, - 4221 - ], - [ - 4221, - 4383 - ], - [ - 4384, - 4618 - ], - [ - 4619, - 4712 - ], - [ - 4712, - 4815 - ], - [ - 4815, - 4966 - ], - [ - 4967, - 5158 - ], - [ - 5158, - 5241 - ], - [ - 5242, - 5415 - ], - [ - 5415, - 5558 - ], - [ - 5558, - 5620 - ], - [ - 5621, - 5723 - ], - [ - 5724, - 6045 - ], - [ - 6046, - 6073 - ], - [ - 6074, - 6075 - ], - [ - 6076, - 6107 - ], - [ - 6108, - 6130 - ], - [ - 6131, - 6158 - ], - [ - 6159, - 6181 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32, - 34 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32, - 34 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 32, - 35 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.advanide.com/wp-content/uploads/2019/01/ADVANIDE-NON-DISCLOSURE-AGREEMENT.pdf" - }, - { - "id": 26, - "file_name": "AGProjects-NDA.pdf", - "text": "Please fill in your contact details, sign on the last page an fax this document to +31-84-8337781 or mail a scanned copy to info@ag-projects.com\nNon-Disclosure Agreement\nAG Projects, a Dutch corporation with its principal place of business at Dr. Leijdsstraat 92, 2021 RK Haarlem, Nederland [DISCLOSING PARTY] and the [RECEIVING PARTY] represented by:\nName:\nOrganization:\nAddress:\nCity:\nPostcode:\nCountry:\nTelephone:\nFax:\nE-mail:\nWebsite:\nBusiness profile:\nSolution vendor\n System integrator\n Service provider\n Employee or contractor\nOther, please specify: \u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nContemplate one or more meetings and various communications that will involve the disclosure by one of the parties [DISCLOSING PARTY] to the other party [RECEIVING PARTY] of technical, business, marketing, planning, pricing and other information and data, in written, oral, electronic, magnetic, photographic and/or other forms, including information and data regarding Internet-based transport solutions (Collectively CONFIDENTIAL INFORMATION).\nThe parties agree as follows:\n1. CONFIDENTIAL INFORMATION: AG Projects products and services.\n2. Limited Purpose. The CONFIDENTIAL INFORMATION shall be used by the RECEIVING PARTY solely for the purpose of discussing AG Projects\u2019 services and products.\n3. Property of Disclosing Party. The CONFIDENTIAL INFORMATION is proprietary to the DISCLOSING PARTY and is, and shall remain, the property of the DISCLOSING PARTY.\n4. No Copies. Tangible forms of the CONFIDENTIAL INFORMATION shall not be copied, in whole or in part, without the prior written consent of the DISCLOSING PARTY.\n5. No Disclosure. The RECEIVING PARTY and its employees, officers, agents and affiliates shall hold the CONFIDENTIAL INFORMATION in confidence and take all reasonable steps to preserve the confidential and proprietary nature of the CONFIDENTIAL INFORMATION, including, without limitation: (i) refraining from disclosing the CONFIDENTIAL INFORMATION to persons within its organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and (ii) advising all of its employees, officers, agents and affiliates who gain access to the CONFIDENTIAL INFORMATION of its confidential and proprietary nature. The obligations of this paragraph also apply to the fact of the existence of the CONFIDENTIAL INFORMATION, of this Agreement, and the occurrence of all meetings and communications of the parties that involve CONFIDENTIAL INFORMATION. In the event the RECEIVING PARTY receives in writing an opinion from its outside counsel that it must disclose certain information, prohibited by the terms herein, in order to avoid committing a violation of law, the RECEIVING PARTY may disclose only that information necessary to avoid committing such violation of the law.\n6. Discovery. In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the DISCLOSING PARTY, the RECEIVING PARTY is nonetheless, in the opinion of counsel, legally compelled to disclose CONFIDENTIAL INFORMATION to any tribunal or else stand liable for contempt or suffer other censure or penalty, the RECEIVING PARTY may, without liability hereunder, disclose to such tribunal only that portion of the CONFIDENTIAL INFORMATION which such counsel advises RECEIVING PARTY is legally required to be disclosed, provided that the RECEIVING PARTY will cooperate with the DISCLOSING PARTY in seeking to preserve the confidentiality of the CONFIDENTIAL INFORMATION before such tribunal.\n7. No Use. The RECEIVING PARTY understand and agrees that it is not allowed to sell, license or otherwise exploit any parts, products, services documents or information that embody in whole or in part any CONFIDENTIAL INFORMATION. The furnishing of any CONFIDENTIAL INFORMATION hereunder shall not be construed as the granting of a license under any patent, patent application, copyright, copyright registration, trade secret or other proprietary right by the DISCLOSING PARTY to any person or entity or as implying any obligation other than is specifically stated herein.\n8. Limitation. The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION.\n9. Return. All CONFIDENTIAL INFORMATION supplied by the DISCLOSING PARTY hereunder and all copies thereof, in whole or in part and on all media, shall be returned to the DISCLOSING PARTY by the RECEIVING PARTY within thirty (30) days upon demand by the DISCLOSING PARTY. All other information and all copies thereof prepared by the RECEIVING PARTY based on the CONFIDENTIAL INFORMATION, shall be either promptly destroyed or returned to the DISCLOSING PARTY upon demand, as determined by the DISCLOSING PARTY within its sole discretion.\n10. Duration. This Agreement shall apply to any CONFIDENTIAL INFORMATION that may have been provided to the RECEIVING PARTY prior to or after the date hereof, and shall continue to govern the delivery of CONFIDENTIAL INFORMATION until terminated by written notice from either party to the other, except that the obligations of the parties hereunder with regard to CONFIDENTIAL INFORMATION disclosed prior to termination shall continue for a period for two (2) years thereafter.\n11. Injunctive Relief. The RECEIVING PARTY understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use or disclosure of the CONFIDENTIAL INFORMATION and that injunctive relief would be appropriate to prevent any actual or threatened use of disclosure of such CONFIDENTIAL INFORMATION.\n12. Liquidated Damages. In case of unauthorized use or disclosure of the CONFIDENTIAL INFORMATION, The DISCLOSING PARTY shall be entitled to liquidated damages in the amount of \u20ac10 000 (ten thousand Euro) for each such use or disclosure. Notwithstanding the right to liquidated damages, the DISCLOSING PARTY has the right to take any measures available and to claim and receive a higher amount of compensation if the DISCLOSING PARTY can prove that the actual damage sustained will exceed the amount of liquidated damages.\n13. Definitive Agreement. The parties hereto agree that no contract or agreement between the parties shall be deemed to exist unless and until a final definitive agreement has been executed and\ndelivered to both parties.\n14. Miscellaneous. This Agreement shall be binding on the respective parties hereto and their successors and permitted assigns. This Agreement may be modified only in writing signed by both parties hereto.\n15. Governing law. This Agreement shall be governed by and construed in accordance with the laws of Netherlands, excluding its rules for choice of law. Notwithstanding an action for injunction or other equitable remedy, all disputes relating to or arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Amsterdam Chamber of Commerce. The arbitration shall be held in the Netherlands, Amsterdam and the English language shall be used in the proceedings. The arbitration decision shall be final and binding on the parties and enforceable in any court of competent jurisdiction.\nSignatures:\nAG Projects\nBy: ____________________________ By:____________________________\nTitle: Title:___________________________\nDate: Date: __________________________\n", - "spans": [ - [ - 0, - 98 - ], - [ - 98, - 144 - ], - [ - 145, - 160 - ], - [ - 160, - 169 - ], - [ - 170, - 351 - ], - [ - 352, - 357 - ], - [ - 358, - 371 - ], - [ - 372, - 380 - ], - [ - 381, - 386 - ], - [ - 387, - 396 - ], - [ - 397, - 405 - ], - [ - 406, - 416 - ], - [ - 417, - 421 - ], - [ - 422, - 429 - ], - [ - 430, - 438 - ], - [ - 439, - 456 - ], - [ - 457, - 472 - ], - [ - 473, - 474 - ], - [ - 474, - 491 - ], - [ - 492, - 493 - ], - [ - 493, - 509 - ], - [ - 510, - 511 - ], - [ - 511, - 533 - ], - [ - 534, - 566 - ], - [ - 567, - 972 - ], - [ - 972, - 1012 - ], - [ - 1013, - 1042 - ], - [ - 1043, - 1106 - ], - [ - 1107, - 1127 - ], - [ - 1127, - 1156 - ], - [ - 1156, - 1265 - 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8260 - ], - [ - 8261, - 8272 - ], - [ - 8273, - 8277 - ], - [ - 8277, - 8306 - ], - [ - 8306, - 8337 - ], - [ - 8338, - 8350 - ], - [ - 8350, - 8378 - ], - [ - 8379, - 8391 - ], - [ - 8391, - 8417 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 24, - 25 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 55 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 36, - 37 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 34 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 48, - 50 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 36, - 37 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 29, - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://ag-projects.com/docs/AGProjects-NDA.pdf" - }, - { - "id": 30, - "file_name": "AfriGIS_Client-NDA_Template_2019.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nbetween\nAFRIGIS (PTY) LTD\nRegistration Number: 1997/006716/07\n(\u201cAfriGIS\u201d)\nand\nCLIENT NAME\nRegistration number: __________\n(\u201cClient\u201d)\nCollectively referred to as \u201cthe Parties\u201d\nTABLE OF CONTENTS\n1 INTERPRETATION ............................................................................................ 3\n2 INTRODUCTION ................................................................................................ 5\n3 DISCLOSURE OF CONFIDENTIAL INFORMATION ......................................... 6\n4 TITLE ................................................................................................................. 7\n5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL\nINFORMATION ................................................................................................ 7\n6 STANDARD OF CARE ...................................................................................... 7\n7 RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE\nCONFIDENTIAL INFORMATION ..................................................................... 7\n8 EXCLUDED CONFIDENTIAL INFORMATION .................................................. 8\n9 TERM ................................................................................................................. 9\n10 CO-OPERATION ............................................................................................... 9\n11 WARRANTIES BY PARTIES ............................................................................. 9\n12 BREACH ............................................................................................................ 9\n13 DISPUTES ......................................................................................................... 9\n14 STIPULATIO ALTERI ...................................................................................... 10\n15 NON-SOLICITATION ....................................................................................... 10\n16 NOTICES AND DOMICILIUM .......................................................................... 11\n17 APPLICABLE LAW AND JURISDICTION ....................................................... 12\n18 SEVERABILITY ............................................................................................... 12\n19 COUNTERPARTS AND ELECTRONIC SIGNATURE ..................................... 12\n20 COSTS............................................................................................................. 13\n21 GENERAL ....................................................................................................... 13\n1 INTERPRETATION\n1.1 The head notes to the clauses of this Agreement are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of this Agreement nor any clause hereof.\n1.2 Unless inconsistent with the context, the following words and expressions shall have the following meanings and cognate expressions shall bear corresponding meanings \u2013\n1.2.1 \u201cAgreement\u201d means this agreement and all amendments thereof;\n1.2.2 \u201cConfidential Information\u201d means any confidential information, documentation or data of whatever nature relating to a Party or its subsidiaries which may have been or which may be obtained by or disclosed to the other Party during the course of its relationship with such Party, whether in writing, in electronic form or pursuant to discussions, including without limitation: trade secrets, know-how, marketing and advertising strategies, strategic objectives, planning or ideas, research, business activities, business relationships, products or proposed products, proposals, pricing details, strategies, customer and client details, schematics, software, computer programmes and technology, operating procedures and methodologies, designs, drawings, functional and technical requirements and specifications and any other technical, business, financial or market information or any other information which may reasonably be regarded as being confidential and of a proprietary nature to such Party or any of its subsidiaries or holding companies and;\n1.2.3 \u201cDisclosing Party\u201d means the Party disclosing Confidential Information;\n1.2.4 \u201cAfriGIS\u201d means AfriGIS (Pty) Ltd (Registration Number: 1997/006716/07), a company incorporated in terms of the laws of South Africa.\n1.2.5 \u201cParties\u201d means the signatories to this Agreement and \u201cParty\u201d shall, as the context requires, be a reference to any one of them;\n1.2.6 \u201cReceiving Party\u201d means the Party receiving Confidential Information;\n1.2.7 \u201cSignature Date\u201d means the date of signature of this Agreement by the Party signing last in time; and\n1.2.8 \u201cClient\u201d means Client Name, a company incorporated in terms of the laws of South Africa which provides \u2026\u2026\u2026\u2026\u2026\u2026..\n1.2.9 Unless inconsistent with the context, an expression which denotes \u2013\n1.2.10 any one gender includes the other gender;\n1.2.11 a natural person includes a juristic person, partnership, trust or any association of persons and vice versa;\n1.2.12 the singular includes the plural and vice versa.\n1.3 If any provision appearing in a definition or elsewhere in this Agreement is a substantive provision conferring rights or imposing obligations on either Party, effect shall be given to it as if it were a substantive provision of this Agreement notwithstanding that it does not appear in the body of the Agreement.\n1.4 Defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning, and shall, unless the context otherwise requires, include the terms as defined. Terms, acronyms and phrases not defined in this Agreement and known in an industry will be interpreted in accordance with their generally accepted meanings in such industry.\n1.5 Reference to \u201cmonth(s)\u201d shall be construed as calendar month(s) (i.e. one or more of the twelve periods into which a conventional year is divided) and reference to \u201cyear\u201d shall be to 12 consecutive calendar months (e.g. 1 April to 31 March). Reference to \"days\" shall be construed as calendar days unless qualified by the word \"business\", in which instance a \"business day\" shall be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time. Any reference to \"business hours\" shall be construed as being the hours between 08:00 and 16:30 on any business day. Any reference to time shall be based upon South African standard time.\n1.6 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.\n1.7 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.\n1.8 Any reference in this Agreement to an enactment is to that enactment at the Signature Date as amended or re-enacted from time to time.\n1.9 The rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting thereof, shall not apply in the interpretation of this Agreement.\n1.10 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement which expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.\n1.11 Any communication required to be in writing in terms of this Agreement may be sent by data message, as defined in the Electronic Communications and Transactions Act, No. 25 of 2002, as amended.\n2 INTRODUCTION\n2.1 Client is a company which provides \u2026\u2026\u2026\u2026\u2026\u2026.\n2.2 AfriGIS is a company which offers geographical data, customised mobile and web applications and location-based business consulting.\n2.3 The Parties are currently engaged in proprietary discussions pertaining to \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026... This entails the disclosure of Confidential Information.\n2.4 The Parties wish to record the terms and conditions upon which each shall disclose Confidential Information to the other, which terms and conditions shall constitute a binding and enforceable Agreement between the Parties and their agents.\n2.5 This Agreement shall also bind the Parties, notwithstanding the Signature Date, in the event that either Party shall have disclosed any Confidential Information to the other Party prior to the Signature Date.\n3 DISCLOSURE OF CONFIDENTIAL INFORMATION\n3.1 The Disclosing Party shall only disclose the Confidential Information to the Receiving Party to the extent deemed necessary or desirable by the Disclosing Party in its sole discretion.\n3.2 The Receiving Party acknowledges that the Confidential Information is a valuable, special and unique asset proprietary to the Disclosing Party.\n3.3 The Receiving Party agrees that it will, during or after the course of their relationship and/or the term of this Agreement as described in clause 9, keep the Confidential Information in the strictest confidence and will not disclose it to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement, and the Parties undertake to each other that their holding and subsidiary companies or agents shall be bound by the provisions of this Agreement. For avoidance of doubt, in this Agreement \u201cthird party\u201d means any party other than Client and AfriGIS and their holding and subsidiary companies or agents.\n3.4 Notwithstanding anything to the contrary contained in this Agreement the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its professional advisors on a need-to-know basis; provided that that Party takes whatever steps are necessary to procure that such professional advisors agree to abide by the terms of this Agreement to prevent the unauthorised disclosure of the Confidential Information to third parties. For purposes of this clause, the Receiving Party\u2019s professional advisers and employees, directors or managers shall be deemed to be acting, in the event of a breach, as that Party\u2019s duly authorised agents.\n3.5 The Receiving Party agrees \u2013\n3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party;\n3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement.\n4 TITLE\nAll Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party \u2013\n4.1 to be proprietary to the Disclosing Party; and\n4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information.\n5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION\nThe Receiving Party undertakes not to use the Confidential Information for any purpose other than \u2013\n5.1 that for which it is disclosed;\n5.2 in accordance with the provisions of this Agreement; and\n5.3 in accordance with applicable data privacy legislation, as amended from time to time.\n6 STANDARD OF CARE\nThe Receiving Party agrees that it shall protect the Confidential Information disclosed to or obtained by it by using the same standard of care that the Receiving Party applies to safeguard its own proprietary, secret or Confidential Information and that the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof.\n7 RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION\n7.1 The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to the Confidential Information and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material.\n7.2 As an alternative to the return of the material contemplated in clause 7.1, the Receiving Party shall, at the instance of the Disclosing Party, destroy such material and furnish the Disclosing Party with a written statement from authorised officers to the effect that all such material has been destroyed.\n7.3 The Receiving Party shall comply with a request in terms of this clause, within 14 (fourteen) calendar days of receipt of such a request.\n8 EXCLUDED CONFIDENTIAL INFORMATION\nThe obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that \u2013\n8.1 is or was known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;\n8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;\n8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;\n8.4 is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the greatest extent possible in the circumstances;\n8.5 is disclosed to a third party pursuant to the prior written authorisation of the Disclosing Party; and\n8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this Agreement.\n9 TERM\nThis Agreement and the undertakings contained herein shall commence upon the Signature Date and shall continue for a period of 2 (two) years thereafter.\n10 CO-OPERATION\nThe Parties undertake at all times to co-operate with each other in good faith in order to carry out this Agreement and to implement all transactions and steps contemplated herein.\n11 WARRANTIES BY PARTIES\nEach Party warrants that \u2013\n11.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into and implement this Agreement on the terms and conditions herein set out;\n11.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms.\n12 BREACH\nIn the event that a Party should breach the provisions of this Agreement, then the other Party shall be entitled to invoke all remedies available to it in law including without limitation the institution of urgent interim proceedings, an action for damages and/or specific performance and/or any other equitable relief for any threatened or actual breach of the provisions of this Agreement.\n13 DISPUTES\n13.1 In the event of any dispute or difference arising between the Parties relating to or arising out of this Agreement, including the implementation, execution, interpretation, rectification, termination or cancellation of this Agreement, the chief executive officers of the Parties or any of their designated officials shall upon request by any Party meet to attempt to settle such dispute or difference, and failing settlement within a period of 7 (seven) business days from such a request, the said dispute or difference shall on demand by any Party be submitted to arbitration in Johannesburg in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation.\n13.2 The Parties irrevocably agree that the decision in any arbitration proceedings \u2013\n13.2.1 will be binding on all of them;\n13.2.2 will forthwith be carried into effect;\n13.2.3 may be made an order of any court of competent jurisdiction.\n13.3 Nothing herein contained shall be deemed to prevent or prohibit either Party from applying to the appropriate court for urgent relief.\n13.4 The provisions of this clause will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.\n14 STIPULATIO ALTERI\nTo the extent that any provisions of this Agreement purport to be for the benefit of a Client Brand, the Parties confirm that such provisions are intended to be a stipulatio alteri (i.e. a contract for the benefit of a third party) capable of acceptance at any time by such Client Brand. Such acceptance may only take place by way of a written notice to that effect given to AfriGIS by Client on behalf of the Client Brand in question.\n15 NON-SOLICITATION\nUnless agreed to the contrary between the parties each Party hereby undertakes in favour of the other that it will not at any time during the currency of this Agreement and for a period of 12 months after the expiry or termination of this Agreement (for any reason whatsoever), whether directly or indirectly:\n15.1 encourage or entice or incite or persuade any employee of the other (or any employee of any member of each other's group of companies or any entity in which either is interested) to terminate their employment by the other of them (or any member of its group of companies or any entity in which either is interested); and/or\n15.2. furnish any information or advice (whether written or oral) to any employee then employed by the other of them (or any member of each other's group of companies or any entity in which either is interested) to any prospective employer of such employee or use any other means which are directly or indirectly designed, or in the ordinary course of events calculated, to result in any such employee terminating his employment by the other of them (or any member of each other's group of companies or any entity in which either is interested) and/or becoming employed by or directly or indirectly in any way interested in or associated with any other person or entity.\n16 NOTICES AND DOMICILIUM\n16.1 The Parties hereto choose domicilium citandi et executandi for all purposes of and in connection with this Agreement as follows \u2013\n16.1.1 AfriGIS:\n - JV Communicatio For the attention of: The Managing Director\n Physical address: Rigel Park Block A\n 446 Rigel Avenue South\nErasmusrand\nEmail: legal@afrigis.co.za\n16.1.2 Client:\n For the attention of: The Managing Director Physical address: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n Fax/Email: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n16.2 Any Party hereto shall be entitled to change its domicilium from time to time, and any such change shall only be effective upon receipt of notice in writing by the other Party of such change.\n16.3 All notices, demands, legal proceedings, communications or payments intended for any Party shall be made or given at such Party\u2019s domicilium for the time being.\n16.4 All notices to be given in terms of this Agreement shall be in writing and shall \u2013\n16.4.1 if delivered by hand during business hours, be rebuttably presumed to have been received on the date of delivery, and if delivered after business hours or on a day which is not a business day, be rebuttably presumed to have been received on the following business day;\n16.4.2 if sent by e-mail during business hours, be rebuttably presumed to have been received on the date of successful transmission of the email, and if sent after business hours or on a day which is not a business day, be rebuttably presumed to have been received on the following business day;\n16.4.3 if sent by air mail, be rebuttably presumed to have been received on the tenth day after posting.\n16.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium.\n17 APPLICABLE LAW AND JURISDICTION\n17.1 This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.\n17.2 Subject to the provisions of this Agreement, the Parties hereto hereby consent and submit to the non-exclusive jurisdiction of the North Gauteng Provincial Division of the High Court of the Republic of South Africa in any dispute arising from or in connection with this Agreement. The Parties agree that any costs awarded will be recoverable in accordance with the High Court tariff, determined on an attorney-and-own-client scale.\n18 SEVERABILITY\nIf any clause or term of this Agreement or part thereof should be invalid, unenforceable, defective or illegal for any reason whatsoever, then the remaining terms and provisions of this Agreement shall be deemed to be severable therefrom and shall continue in full force and effect unless such invalidity, unenforceability, defect or illegality goes to the root of this Agreement.\n19 COUNTERPARTS AND ELECTRONIC SIGNATURE\n19.1 This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which shall collectively constitute one and the same agreement.\n19.2 This Agreement shall be validly signed notwithstanding that the signature page is signed by the Parties in different locations and returned by email. In these circumstances the Parties shall endeavour to circulate the original Agreement for signature, but the failure to do so shall not invalidate this Agreement or change the date of its signature or coming into force.\n20 COSTS\nEach Party shall bear its own costs of and in connection with the negotiation, drafting and preparation of this Agreement.\n21 GENERAL\n21.1 This document cancels and supersedes all prior negotiations and agreement between the Parties with regard to the subject matter hereof and constitutes the sole record of the agreement between the Parties in regard to the subject matter thereof.\n21.2 No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.\n21.3 Unless otherwise stipulated in this Agreement, no addition to, variation or consensual cancellation of this Agreement shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.\n21.4 No indulgence which a Party (\u201cthe grantor\u201d) may grant to the other Party (\u201cthe grantee\u201d) shall constitute a waiver of any of the rights of the grantor, who shall not thereby be precluded from exercising any rights against the grantee which might have arisen in the past or which might arise in the future.\n21.5 The Parties undertake at all times to do all such things, to perform all such acts and to take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and import of this Agreement.\nSIGNED AT THIS DAY OF 20__\nWITNESSES: for:\nAfriGIS\n1. ___________________________\n2. ___________________________ ______________________________\nwho warrants that he/she is duly authorised thereto\nSIGNED AT THIS DAY OF 20__\nWITNESSES: for:\nCLIENT\n1. ___________________________\n2. ___________________________ ______________________________\nwho warrants that he/she is duly\n", - 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143 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 110 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 114, - 115, - 123, - 124 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.afrigis.co.za/wp-content/uploads/2019/09/AfriGIS_Client-NDA_Template_2019.pdf" - }, - { - "id": 31, - "file_name": "Agency-Lending-Disclosure_A-Z-Guide_Appendix_Sample-Confidentiality-Agreements.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement (\u201cAgreement\u201d) dated as of __________, is between ________________ (\u201cBorrower\u201d) and ____________________ (\u201cLending Agent\u201d), acting in its capacity as agent for its various securities lending clients (each a \u201cPrincipal\u201d).\nWHEREAS, Borrower and Lending Agent are parties to a securities lending agreement dated ________ (which, as the same may be amended from time to time, is herein referred to as \u201cBorrowing Agreement\u201d) pursuant to which Lending Agent loans securities to Borrower on behalf of Principals;\nWHEREAS, the Borrower is required to obtain certain information (specified below) in order to meet certain regulatory requirements with respect to its credit and risk management processes regarding its continuing business relationship with Principals, and for certain financial reporting calculations; and\nWHEREAS, in order for Lending Agent to provide such information, Lending Agent requires, and Borrower is willing to provide assurances that such information will be held in confidence by the credit, risk management and financial reporting areas of the firm, and to use the information only as set forth herein.\nNOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:\n1. In connection with any transaction entered or contemplated to be entered pursuant to the Borrowing Agreement, Lending Agent shall provide to the Borrower information regarding each Principal, including the Name, Tax or Government ID, address, and other specific identifying information, financial information, corporate structure and organization, and/or information concerning Loans entered into on behalf of specific Principals (collectively, the \u201cInformation\u201d).\n2. Borrower shall use the Information solely in its credit, risk management and net capital processes, including, without limitation, functions such as concentration limit monitoring, compliance or legal review, or senior management oversight as Borrower may reasonably deem necessary to comply with regulatory requirements including, without limitation, regulatory capital computation, regulatory reporting and concentration limit monitoring.\n3. Borrower shall limit the distribution of the Information within the firm to only those credit, risk management, regulatory reporting and compliance areas who perform the functions described above. In particular, Borrower shall not permit the trading desks within the firm to have access to the Information, except and only to the extent that such trading desks are involved in the ordinary course of business in risk management functions. Borrower may also disclose the Information to its legal counsel.\n4. Borrower shall maintain the Information in confidence and shall not disclose the information to any third party without the consent of Lending Agent; provided, however, that Borrower may disclose the Information to the extent required by subpoena, court order, request from a regulatory body with jurisdiction over Borrower, or as otherwise required by law or regulation. Borrower shall not be required to keep the Information confidential to the extent that the Information (a) becomes publicly known through means other than a breach of this Agreement by Borrower; (b) was in the possession of Borrower prior to receipt thereof from the Lending Agent; or (c) is independently learned, obtained or developed by Borrower without violating the terms of this Agreement.\n5. If Borrower (or its employees or agents) breaches or threatens to breach this Agreement, Lending Agent may, in addition to any other remedies available, seek any equitable remedy it deems appropriate to enjoin an actual or threatened violation by Borrower.\n6. Borrower acknowledges that, except with respect to information regarding loans entered into on behalf of specific Principals, Lending Agent did not create or compile the Information and is merely forwarding information obtained from Principals. Accordingly, Borrower acknowledges that Lending Agent makes no representations or warranties regarding the accuracy or completeness of the Information and that Borrower is not relying on Lending Agent to have performed any review of the Information for accuracy or completeness.\n7. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law principles. Borrower and Lending Agent hereby hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. This Agreement constitutes the entire agreement and understanding between the parties and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement may not be amended except by a writing signed by both parties hereto.\n8. This Agreement shall be effective as of the date set forth above. The obligations hereunder shall expire upon the earlier to occur of (a) ___ years from the termination date of the last loan of securities outstanding under the Borrowing Agreement or (b) the date upon which the Information ceases to be confidential as set forth above.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.\n________________ _______________________\n[BORROWER] [LENDING AGENT]\nBy: ____________________________ By: _____________________________\nName: __________________________ Name: __________________________\nTitle: ___________________________ Title: ___________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 89 - ], - [ - 89, - 259 - ], - [ - 260, - 544 - ], - [ - 545, - 850 - ], - [ - 851, - 1161 - ], - [ - 1162, - 1274 - ], - [ - 1275, - 1742 - ], - [ - 1743, - 2186 - ], - [ - 2187, - 2387 - ], - [ - 2387, - 2629 - ], - [ - 2629, - 2693 - ], - [ - 2694, - 3069 - ], - [ - 3069, - 3172 - ], - [ - 3172, - 3264 - ], - [ - 3264, - 3354 - ], - [ - 3354, - 3464 - ], - [ - 3465, - 3724 - ], - [ - 3725, - 3973 - ], - [ - 3973, - 4251 - ], - [ - 4252, - 4400 - ], - [ - 4400, - 4521 - ], - [ - 4521, - 4686 - ], - [ - 4686, - 4892 - ], - [ - 4892, - 4976 - ], - [ - 4977, - 5046 - ], - [ - 5046, - 5114 - ], - [ - 5114, - 5230 - ], - [ - 5230, - 5315 - ], - [ - 5316, - 5485 - ], - [ - 5486, - 5503 - ], - [ - 5503, - 5526 - ], - [ - 5527, - 5553 - ], - [ - 5554, - 5558 - ], - [ - 5558, - 5587 - ], - [ - 5587, - 5591 - ], - [ - 5591, - 5620 - ], - [ - 5621, - 5627 - ], - [ - 5627, - 5654 - ], - [ - 5654, - 5660 - ], - [ - 5660, - 5686 - ], - [ - 5687, - 5694 - ], - [ - 5694, - 5722 - ], - [ - 5722, - 5729 - ], - [ - 5729, - 5756 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.sifma.org/wp-content/uploads/2017/08/Agency-Lending-Disclosure_A-Z-Guide_Appendix_Sample-Confidentiality-Agreements.pdf" - }, - { - "id": 36, - "file_name": "Aspiegel_NDA_template.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-disclosure Agreement (hereinafter the \u201cAgreement\u201d) is made on the Insert Date of final Signature Here\nBETWEEN:\n(1) Aspiegel Limited, incorporated and registered in Ireland with company number 561134 whose registered address is at Unit 1B/1C Sandyford Business Centre, Burton Hall, Dublin 18 (\u201cAspiegel\u201d)\nand\n(2) Insert the other party\u2019s name or company name, incorporated and registered in insert country of incorporation with company number insert registered number whose registered address is at insert their full address (\u201cCompany\u201d)\nhereinafter known each as a \u201cParty\u201d and together the \u201cParties\u201d.\nWHEREAS\n(A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information.\n(B) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.\nNOW IT IS HEREBY AGREED AS FOLLOWS: -\n1. Definitions and Interpretation\nIn this Agreement the following words and expressions shall, where the context so admits, be deemed to have the following meanings:\nAffiliate(s): means in relation to a Party, any other person who Controls or is Controlled by, or under common Control with, that Party.\nConfidential Information: means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to:\n(a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;\n(b) the existence and terms of this Agreement;\n(c) any information relating to:\n(i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Affiliates; and\n(ii) the operations, processes, product information, know-how, designs, specifications, trade secrets, computer programs or software of the Disclosing Party or of the Disclosing Party's Affiliates; and\n(d) any information or analysis derived from Confidential Information.\nControl: means when a person directly or indirectly holds or controls a majority of the voting rights of, or the right to appoint or remove a majority of the board of directors of, or the right to exercise a dominant influence over or otherwise control (by virtue of an undertaking's constitution or otherwise), another person.\nDisclosing Party: means a Party to this Agreement which discloses or makes available directly or indirectly Confidential Information.\nPurpose: means insert a very precise purpose eg the evaluation or establishment of a collaboration in respect of a particular project.\nRecipient Party: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information.\nRepresentative(s): means employees, agents, officers, professional advisers and Affiliates of the Recipient Party.\nClause headings shall not affect the interpretation of this Agreement.\nA person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).\nUnless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.\nA reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.\nReferences to clauses are to the clauses of this Agreement.\n2. Confidentiality Undertaking\nIn consideration of the mutual disclosure of Confidential Information the Recipient Party undertakes:-\n(a) to keep secret and confidential all Confidential Information of the Disclosing Party;\n(b) to use or apply the Confidential Information of the Disclosing Party solely for the Purpose and so as to determine whether or not and on what terms the Parties might wish to proceed;\n(c) not to use, copy, adapt, alter, disclose or part with possession of or apply the Confidential Information of the Disclosing Party for any other purpose or its own purposes other than as described in paragraph (b) above;\n(d) not at any time, whether the negotiations proceed or not, to copy, disclose or otherwise make available to any third party without the written consent of the Disclosing Party, any of the Confidential Information of the Disclosing Party other than to its Representatives who are required for the Purpose to receive and consider the Confidential Information provided that the Recipient Party informs its Representatives of the confidential nature of the Confidential Information before disclosure and procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient Party and the Recipient Party shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement;\n(e) to provide proper and secure storage for each and every part of the Confidential Information received by it in tangible form whilst it is in its custody, power or control;\n(f) to return or destroy or if stored in electronic form to erase from its systems (to the extent possible) at its own expense the Confidential Information of the Disclosing Party together with any copies in its possession or in the possession of its Representatives at the request of the Disclosing Party.\n3. Disclosure to Third Parties\nThe Recipient Party shall have the right to disclose the Confidential Information to a third party involved in the Purpose, subject to the Recipient Party obtaining the prior written consent of the Disclosing Party to such disclosure and the Recipient Party agrees that it shall procure that the third party shall first enter into a written acknowledgement and undertaking of confidentiality in favour of both Parties to this Agreement and in a form which is acceptable to the Disclosing Party.\n4. Limitation\n4.1 The confidentiality undertakings at clauses 2 and 3 above shall not apply to any Confidential Information which the Recipient Party can prove:\n(a) is or becomes generally available to the public other than as a result of its disclosure by the Recipient Party or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates; or\n(b) is in its possession or known to it by being in its use or being recorded in its files or computers or other recording media, without any confidentiality obligation, prior to the disclosure thereof by the Disclosing Party; or\n(c) was obtained legally from any third party, and is not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision; or\n(d) is developed by the Recipient Party independently of the information disclosed by the Disclosing Party.\n4.2 Confidential Information shall not be deemed to be in the public domain merely because any part of said Confidential Information is embodied in general disclosures or because individual features, components or combinations thereof are known or become known to the public.\n4.3 The Recipient Party may disclose Confidential Information to the extent required:\n(a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body;\n(b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or\n(c) by applicable laws or regulations,\nprovided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance.\n5. No rights in and no warranty on Confidential Information\n5.1 Each Party acknowledges and agrees that it shall not acquire by implication or otherwise any right or licence on or title to any Confidential Information communicated by or acquired from the other Party;\n5.2 Neither Party makes any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information;\n5.3 Nothing in this Agreement shall require any Party to disclose Confidential Information to the other Party nor limit either Party's right to conduct discussions with third parties so long as such discussions do not breach the terms of this Agreement.\n6. Term and Termination\n6.1 If either Party decides not to become, or continue to be involved in the Purpose it shall notify the other Party in writing immediately. The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of five (5) years from the termination of this Agreement.\n6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.\n7. Remedies\nWithout prejudice to any other rights or remedies that any Party may have, the Recipient Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach by the Recipient Party of the provisions of this Agreement, and that the remedies of injunction and specific performance as well an any other equitable relief for any threatened or actual breach by the Recipient Party or its Representatives would be more appropriate remedies.\n8. Entire Agreement and Variation\n8.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.\n8.2 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives).\n9. No Waiver\n9.1 Failure by either Party to enforce any of its rights under this Agreement shall not be taken as or deemed to be a waiver of such.\n9.2 No waiver or amendment of any provisions of this Agreement shall be valid or binding against either Party unless the waiver or amendment is made in writing and signed by the duly appointed representatives of both Parties.\n10. Assignment\nThis Agreement is personal to the Parties and shall not be assigned or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.\n11. Notices\nAny notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice at its address as set out above or as otherwise specified by the relevant Party by notice in writing to each other Party.\n12. No Partnership\nNothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.\n13. Third Party Rights\nA person who is not a Party to this Agreement shall not have any rights under or in connection with it.\n14. Governing Law\nThis Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Irish law.\nThe parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).\nThis Agreement has been entered into on the date stated at the beginning of it.\nSigned for and on behalf of:-\nAspiegel Limited\nSigned: .....................................\nName: .....................................\nDate: .....................................\nSigned for and on behalf of:-\nInsert Name of Second Party\nSigned: .......................................\nName: .......................................\nDate: .......................................\n", - "spans": [ - [ - 0, - 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"spans": [ - 45, - 49 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 26, - 33, - 38 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 52, - 53, - 54, - 55, - 56 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 45, - 48 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 26, - 33, - 38 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 33, - 35, - 36 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://huaweimobileservices.com/wp-content/uploads/2018/02/Aspiegel_NDA_template.pdf" - }, - { - "id": 38, - "file_name": "Attachment B - Intent to Propose and Non-Disclosure Agreement.pdf", - "text": "ATTACHMENT B \u2013 INTENT TO PROPOSE AND NON DISCLOSURE AGREEMENT\n1. INTENT TO PROPOSE\nRFP 180000015\nBy signing this form, the contractor confirms that they have received the RFP and intend to submit a proposal in response to the RFP.\nPrinted Name of Authorized Representative\nTitle\nSignature\nDate\nContractor Name\n2. CONFIDENTIALITY AGREEMENT \u2013 STATE OF ALASKA\nThis Confidentiality Agreement (the \"Agreement\") applies to RFP 180000015, for AlaskaCare Travel Coordination and Administration and is made effective upon signature of the Agreement.\nBackground Information\nA. State is in the process of evaluating certain potential services to be provided by Recipient in connection with the administration of travel and care benefits (the \"Services\") under the self-funded health plan State sponsors for eligible employees (the \"Plan\").\nB. The data and information that State expects to provide to Recipient for use in evaluating Recipient's proposal to provide the Services is confidential and not public data and the parties desire to enter into a Confidentiality Agreement to set forth their respective duties and obligations regarding State's data and information.\nProvisions\nNOW, THEREFORE, in consideration of the foregoing Background Information, which is incorporated by this reference as if fully re-written herein and the mutual covenants and provisions set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\nSection 1. Confidential Information. As used in this Agreement, \"Confidential Information\" shall mean any and all technical and non-technical information about State, including, but not limited to data and information processed by State in connection with evaluating the Services. The term shall also include all \"protected health information\" (as defined by 45 C.F.R. \u00a7 160.103) and any other personally identifiable information (\"PII\") regarding any individual who is, or may become, eligible for the State's Plan (including, but not limited to, such Plan's travel benefit). The Recipient hereby agrees to abide by State's determination that such information is Confidential Information and that the same is of a special and unique nature and value, important and material, that it gravely affects the effective and successful conduct of the business and that it may include personal identification information or other information of State or State employees and their dependents that is to be maintained as confidential.\nSection 2. Preservation of Confidentiality. All Confidential Information (a) supplied by any employee, agent, consultant, or independent contractor of State (\"State Representatives\") to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative of the Recipient (collectively, the \"Recipient Representatives\"), (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records of State, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement). The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall:\n(a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary;\n(b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and\n(c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care.\nIn addition to the foregoing, Recipient agrees to use reasonable and appropriate administrative, physical and technological safeguards to: (i) prevent use or disclosure of the Confidential Information other than as provided for by this Agreement; and (ii) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Confidential Information. Recipient represents and warrants that it has implemented, and during the term of this Agreement shall maintain, comprehensive written privacy and security policies and procedures and the necessary administrative, technical and physical safeguards appropriate to the size and complexity of Recipient's operations and the nature and scope of its activities.\nSection 3. Report of Breach. Recipient shall promptly notify State of a breach of any Confidential Information within forty-eight (48) hours of when Recipient discovers such breach. A breach shall be treated as discovered by Recipient as of the first day on which such breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the breach, who is an employee, officer, Recipient Representative or other agent of Recipient. Recipient's notification shall be in writing and, if the Confidential Information is PHI or PII, shall include identification of each individual whose PHI or PII has been, or is reasonably believed by Recipient to have been, subject to the breach. Recipient shall include the following information in its notification of breach to State:\n(a) A description of the breach, including the date of the breach and the date of the discovery of the breach, if known;\n(b) A description of the types of Confidential Information that was involved in the breach (such as whether full name, social security number, date of birth, home address, account number, credit card numbers, diagnosis, disability code or other types of PHI or PII were involved);\n(c) Any steps that individuals should take to protect themselves from potential harm resulting from the breach;\n(d) A description of what Recipient is doing to investigate the breach, to mitigate the harm to individuals and to protect against further breaches; and\n(e) Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll free telephone number, an e-mail address, Web site or postal address.\nIn the event that some of the above listed information is not known by Recipient at the time of notification of State of the breach, Recipient shall provide such information to State as soon as it becomes available to Recipient, but in no event later than thirty (30) days after Recipient discovers such breach. Recipient shall also provide such assistance and further information with regard to the breach to State as reasonably requested by State in order for State to timely meet its notice obligations to individuals, the media, and/or governmental agencies, as applicable, under any law or regulation requiring notification of breaches of PHI or PII.\nSection 4. Recipient Representatives. Recipient agrees to ensure that any Recipient Representative to whom it provides Confidential Information agrees in writing to the same restrictions and conditions that apply through this Agreement to Recipient with respect to Confidential Information. Such written agreement shall also require the Recipient Representative to implement reasonable and appropriate administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Confidential Information that it receives. Recipient, and not the State, is solely responsible for Recipient Representatives' uses and disclosures of Confidential Information.\nSection 5. Ownership of Information. All information learned or developed pursuant to this Agreement shall be \"Confidential Information\" as defined in this Agreement and shall be the property of State.\nSection 6. Information Not Covered Under This Agreement. This Agreement shall not apply to specific information if:\n(a) The information is or later becomes generally available to the public, except as a result of an unauthorized disclosure by the Recipient or Recipient Representatives;\n(b) State gives its prior written consent to the disclosure of information or the waiver of any provision of this Agreement; or\n(c) The information is disclosed to the Recipient by a third party (except an employee or former employee of Recipient or its affiliates) who is not under a legal restriction not to so disclose such information.\nSection 7. Fulfillment of Purpose. When requested by State, the Recipient shall:\n(a) Return all documents, copies of documents, computer records and other means of recording or storing Confidential Information in Recipient's or Recipient Representatives' possession to State within five (5) calendar days or, at Recipient's option, destroy all such items;\n(b) Certify in writing to State that the Recipient has so complied; and\n(c) Not use or disclose the Confidential Information or transact business in any manner based upon the Confidential Information.\nSection 8. Representations and Warranties. The Recipient represents, warrants and covenants to State that it is entering into this Agreement with the knowledge that this Agreement (including, specifically, this Section 8 is a substantive and material inducement to State to engage in the evaluation of the Recipient's Services, and that no disclosure would be made to the Recipient or the Representatives by State but for the existence of this Agreement.\nSection 9. Indemnification of State. The Recipient shall indemnify and hold State harmless from and against all liability, loss, cost or expense (including attorneys' fees) which State may sustain or incur by reason of the breach of any agreements, representations, warranties or covenants of or relating to Recipient or any of the Recipient Representatives contained in this Agreement or by reason of the enforcement by State of any such agreements, representations, warranties or covenants set forth herein. Without limiting the foregoing, in the event of a breach of PHI or PII or similar breach or wrongful disclosure as defined by an applicable law or regulation requiring notification or other remedial action due to the breach or wrongful disclosure of PHI, PII, or other personal or financial information (\"Breach Law\") that arose out of or related to Recipient's or Recipient Representatives' acts and omissions, Recipient shall indemnify State against all costs and expenses incurred by State that are associated with complying with the notification requirements under the Breach Law. Such indemnification shall include all costs related to notifying individuals or any other entity required to be notified by Breach Law, any remediation necessitated by the breach, any fines or penalties arising out of the breach, and any other actions required or that are customary in the industry to be taken pursuant to the Breach Law (including, without limitation, credit or identity monitoring for affected individuals).\nSection 10. Insurance to be Secured by the Recipient. The Recipient shall maintain professional liability insurance/network security as well as the comprehensive general commercial liability insurance, including coverage to protect against any errors or omissions of the Recipient and Recipient's Representatives, crime/dishonesty insurance relating to Recipient and Recipient's Representatives and the preserving of the Confidential Information and workers' compensation, if required by applicable law.\nSection 11. Term. This Agreement may be terminated by State on five (5) days prior written notice to the Recipient.\nSection 12. Survival. The restrictions and obligations under this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Recipient, its successors and assigns.\nSection 13. Injunctive Relief. The Recipient agrees that this Agreement is necessary to protect the value of the Confidential Information, and the Recipient covenants that any breach of this Agreement shall result in irreparable damage to State to which State shall have no adequate remedy at law, and the Recipient consents to an injunction by any court of competent jurisdiction in Juneau City and Borough, Alaska in favor of State enjoining any breach of this Agreement without the necessity of posting bond, or if bond is required, the same shall not exceed one hundred dollars, without prejudice to any other right or remedy to which State may be entitled.\nSection 14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Alaska (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including but not limited to, matters of validity, construction, effect and performance.\nSection 15. Gender and Number. Words of any gender shall include the other gender and the neuter. Whenever the singular is used, the same shall include the plural wherever appropriate, and whenever the plural is used, the same shall also include the singular wherever appropriate. Without limiting the generality of the foregoing, the plural form of any term that is defined in the singular shall mean collectively all items so defined and the singular form of any term that is defined in the plural shall mean singly each item so defined.\nSection 16. References. All references in this Agreement to particular sections, subsections or articles shall, unless expressly otherwise provided, or unless the context otherwise requires, be deemed to refer to the specific sections or articles in this Agreement. The words \"herein\", \"hereof\", \"hereunder\", \"hereinabove\" and other words of similar import refer to this Agreement as a whole and not to any particular section, subsection or article hereof. Whenever a party to this Agreement agrees or is under an obligation not to unreasonably withhold its consent or approval to any matter, it shall be construed that such party is obligated not to unreasonably withhold, delay or condition its consent or approval.\nSection 17. Illustrative Terms. Whenever the word \"including\", \"includes\" or any variation thereof is used herein, such term shall be construed as a term of illustration and not a term of limitation. For example, the term \"including\" shall be deemed to mean \"including, without limitation\", and the term \"includes\" shall be deemed to mean \"includes, without limitation\".\nSection 18. Joint Preparation. This Agreement shall not be construed more strictly against any party because the party or its legal representatives participated in its drafting.\nSection 19. Response to Subpoena. Recipient shall promptly notify State if it receives a subpoena or other legal process seeking the disclosure of Confidential Information. Such notification shall be provided in a timeframe that allows State a reasonable amount of time to respond to the subpoena, object to the subpoena, or to otherwise intervene in the action to which the subpoena pertains.\nSection 20. Notification of Claims. Recipient shall promptly notify State upon notification or receipt of any civil or criminal claims, demands, causes of action, lawsuits, or governmental enforcement actions arising out of or related to this Agreement or the Confidential Information, regardless of whether State and/or Recipient are named as parties in such claims, demands, causes of action, lawsuits, or enforcement actions.\nSection 21. Assistance in Litigation or Administrative Proceedings. Recipient shall make itself and any Recipient Representatives, available to State to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against State based upon a claimed violation of any laws protecting the use or disclosure of the Confidential Information.\nSection 22. No Third Party Beneficiaries. It is the intent of the Parties that this Agreement is to be effective only in regards to their rights and obligations with respect to each other. It is expressly not the intent of the Parties to create any independent rights in any third party or to make any third-party beneficiary of this Agreement and no privity of contract shall exist between third parties and each Party.\n\u25a1 Agree \u25a1 Disagree I have read and agree to the terms of this Agreement, and represent and warrant that I have authority to bind this entity named below to these terms and conditions.\nPrinted Name of Authorized Representative\nTitle\nSignature\nDate\nContractor Name\n", - "spans": [ - [ - 0, - 61 - ], - [ - 62, - 82 - ], - [ - 83, - 96 - ], - [ - 97, - 230 - ], - [ - 231, - 272 - ], - [ - 273, - 278 - ], - [ - 279, - 288 - ], - [ - 289, - 293 - ], - [ - 294, - 309 - ], - [ - 310, - 356 - ], - [ - 357, - 540 - ], - [ - 541, - 563 - ], - [ - 564, - 828 - ], - [ - 829, - 1160 - ], - [ - 1161, - 1171 - ], - [ - 1172, - 1471 - ], - [ - 1472, - 1480 - ], - [ - 1480, - 1509 - ], - [ - 1509, - 1753 - ], - [ - 1753, - 2049 - ], - [ - 2049, - 2496 - ], - [ - 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"choice": "Entailment", - "spans": [ - 23, - 25, - 27 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 28, - 30, - 31 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 100 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 59, - 62 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 28, - 30, - 31 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23, - 24, - 25, - 26, - 27, - 34, - 35 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://aws.state.ak.us/OnlinePublicNotices/Notices/Attachment.aspx?id=110903" - }, - { - "id": 40, - "file_name": "Attachment%20J.2%20-%20Non-Disclosure%20Agreement%20-Technology%20Services.pdf", - "text": "NON-DISCLOSURE AGREEMENT\n(Technology Services Vendors)\nThis Non-Disclosure Agreement (this \u201cAgreement\u201d), dated as of ________________, 20 , is made by and between ______________________________________________________________________ (the \u201cContractor\u201d) and The Office of the Chief Administrative Officer of the U.S. House of Representatives (the \u201cCAO\u201d). The Contractor is a prospective offeror of (1) correspondence management system or constituent relationship management software services, (2) computer hardware maintenance services, and/or (3) systems administration support services (collectively, \u201cTechnology Services\u201d) to one or more offices within the U.S. House of Representatives (the \u201cHouse\u201d). As the contracting officer of the House, the CAO agrees to make available to the Contractor certain non-public, confidential and proprietary information about the House.\n\u201cConfidential Information\u201d means any information disclosed to the Contractor by the CAO or the House, including, but not limited to: (a) security practices, operational information, business plans, customer data, customer lists, customer names, designs, documents, drawings, engineering information, hardware configuration information, processes, products, product plans, research, services, specifications, software, source code and trade secrets; and (b) any other information designated (orally or in writing) as \u201cconfidential,\u201d \u201cproprietary\u201d or of such nature that a reasonable person would understand such information to be confidential to the CAO or the House.\nThe Contractor agrees that hereafter it shall (i) treat all Confidential Information confidentially, and (ii) use the Confidential Information solely for the purpose of evaluating the possible procurement of Technology Services (and, if such procurement is made, for the purpose of performing such Technology Services). The Contractor further agrees to require each of its employees and agents to sign a form that would bind them in writing to protect the confidentiality of such Confidential Information. All documents containing Confidential Information and all copies thereof shall be promptly returned to the CAO upon the CAO\u2019s request.\nThe Contractor understands that the CAO may seek any remedy available to it to ensure compliance with this Agreement, including, but not limited to, application for a court order prohibiting the disclosure of Confidential Information and/or disqualification from the solicitation and contracting process. The Contractor agrees that if the terms and conditions of this Agreement are violated, the Contractor and its employees and agents may be subject to administrative, civil or criminal action.\nTHE OFFICE OF THE CHIEF ADMINISTRATIVE OFFICER\nOF THE U.S. HOUSE OF REPRESENTATIVES\nCONTRACTOR ______________________________________________\nBy: ______________________________________________________\nName:\nTitle:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 54 - ], - [ - 55, - 75 - ], - [ - 75, - 117 - ], - [ - 117, - 163 - ], - [ - 163, - 234 - ], - [ - 234, - 354 - ], - [ - 354, - 397 - ], - [ - 397, - 492 - ], - [ - 492, - 543 - ], - [ - 543, - 704 - ], - [ - 704, - 873 - ], - [ - 874, - 1007 - ], - [ - 1007, - 1327 - ], - [ - 1327, - 1540 - ], - [ - 1541, - 1587 - ], - [ - 1587, - 1646 - ], - [ - 1646, - 1861 - ], - [ - 1861, - 2047 - ], - [ - 2047, - 2181 - ], - [ - 2182, - 2487 - ], - [ - 2487, - 2677 - ], - [ - 2678, - 2724 - ], - [ - 2725, - 2761 - ], - [ - 2762, - 2773 - ], - [ - 2773, - 2819 - ], - [ - 2820, - 2824 - ], - [ - 2824, - 2878 - ], - [ - 2879, - 2884 - ], - [ - 2885, - 2891 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12, - 13 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 12, - 14 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.house.gov/sites/default/files/uploads/documents/solicitations/Attachment%20J.2%20-%20Non-Disclosure%20Agreement%20-Technology%20Services.pdf" - }, - { - "id": 41, - "file_name": "Attachment-I-Non-DisclosureAgreementContractor.pdf", - "text": "Attachment I. Non-Disclosure Agreement (Contractor)\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made by and between the State of Maryland (the \u201cState\u201d), acting by and through _______________________________________ (Issuing Agency Name) (the \u201cDepartment\u201d or \u201cAgency\u201d or \u201cAuthority\u201d or \u201cCommission\u201d), and _____________________________________________ (the \u201cContractor\u201d).\nRECITALS\nWHEREAS, the Contractor has been awarded a contract (the \u201cContract\u201d) following the solicitation for ________________________________________________________ (Solicitation Title) Solicitation # ____________________; and\nWHEREAS, in order for the Contractor to perform the work required under the Contract, it will be necessary for the State at times to provide the Contractor and the Contractor\u2019s employees, agents, and subcontractors (collectively the \u201cContractor\u2019s Personnel\u201d) with access to certain information the State deems confidential information (the \u201cConfidential Information\u201d).\nNOW, THEREFORE, in consideration of being given access to the Confidential Information in connection with the solicitation and the Contract, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties do hereby agree as follows:\n1. Regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such, \u201cConfidential Information\u201d means (1) any and all information provided by or made available by the State to the Contractor in connection with the Contract and (2) any and all personally identifiable information (PII) (including but not limited to personal information as defined in Md. Ann. Code, General Provisions \u00a74-101(h) and Md. Ann. Code, State Govt. \u00a7 10-1301(c)) and protected health information (PHI) as defined in 45 CFR 160.103 that is provided by a person or entity to the Contractor in connection with this Contract. Confidential Information includes, by way of example only, information that the Contractor views, takes notes from, copies (if the State agrees in writing to permit copying), possesses or is otherwise provided access to and use of by the State in relation to the Contract.\n2. The Contractor shall not, without the State\u2019s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract. The Contractor shall limit access to the Confidential Information to the Contractor\u2019s Personnel who have a demonstrable need to know such Confidential Information in order to perform under the Contract and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement. Contractor shall provide copies of such agreements to the State. The names of such personnel are attached hereto and made a part hereof as Attachment I-2. Contractor shall update Attachment I-2 by adding additional names (whether Contractor\u2019s Personnel or a subcontractor\u2019s personnel) as needed, from time to time.\n3. If the Contractor intends to disseminate any portion of the Confidential Information to non-employee agents who are assisting in the Contractor\u2019s performance of the Contract or will otherwise have a role in performing any aspect of the Contract, the Contractor shall first obtain the written consent of the State to any such dissemination. The State may grant, deny, or condition any such consent, as it may deem appropriate in its sole and absolute subjective discretion.\n4. The Contractor hereby agrees to hold the Confidential Information in trust and in strictest confidence, adopt or establish operating procedures and physical security measures, and take all other measures necessary to protect the Confidential Information from inadvertent release or disclosure to unauthorized third parties and to prevent all or any portion of the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain the confidentiality of the Confidential Information.\n5. The Contractor shall promptly advise the State in writing if it learns of any unauthorized use, misappropriation, or disclosure of the Confidential Information by any of the Contractor\u2019s Personnel or the Contractor\u2019s former Personnel. Contractor shall, at its own expense, cooperate with the State in seeking injunctive or other equitable relief against any such person(s).\n6. The Contractor shall, at its own expense, return to the State all Confidential Information in its care, custody, control or possession upon request of the State or on termination of the Contract.\n7. A breach of this Agreement by the Contractor or the Contractor\u2019s Personnel shall constitute a breach of the Contract between the Contractor and the State.\n8. Contractor acknowledges that any failure by the Contractor or the Contractor\u2019s Personnel to abide by the terms and conditions of use of the Confidential Information may cause irreparable harm to the State and that monetary damages may be inadequate to compensate the State for such breach. Accordingly, the Contractor agrees that the State may obtain an injunction to prevent the disclosure, copying or improper use of the Confidential Information. The Contractor consents to personal jurisdiction in the Maryland State Courts. The State\u2019s rights and remedies hereunder are cumulative and the State expressly reserves any and all rights, remedies, claims and actions that it may have now or in the future to protect the Confidential Information and seek damages from the Contractor and the Contractor\u2019s Personnel for a failure to comply with the requirements of this Agreement. In the event the State suffers any losses, damages, liabilities, expenses, or costs (including, by way of example only, attorneys\u2019 fees and disbursements) that are attributable, in whole or in part to any failure by the Contractor or any of the Contractor\u2019s Personnel to comply with the requirements of this Agreement, the Contractor shall hold harmless and indemnify the State from and against any such losses, damages, liabilities, expenses, and costs.\n9. The parties further agree that:\na. This Agreement shall be governed by the laws of the State of Maryland;\nb. The rights and obligations of the Contractor under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the prior written consent of the State;\nc. The State makes no representations or warranties as to the accuracy or completeness of any Confidential Information;\nd. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement;\ne. Signatures exchanged by facsimile are effective for all purposes hereunder to the same extent as original signatures;\nf. The Recitals are not merely prefatory but are an integral part hereof; and\ng. The effective date of this Agreement shall be the same as the effective date of the Agreement entered into by the parties.\nIN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed this Agreement as of the day and year first above written.\nContractor: Department\nBy: By:\n(seal)\nPrinted Name:\nPrinted Name:\nTitle: Title:\nDate: Date:\nI-2 NON-DISCLOSURE AGREEMENT\nLIST OF CONTRACTOR\u2019S EMPLOYEES AND AGENTS WHO WILL BE GIVEN ACCESS TO THE CONFIDENTIAL INFORMATION\nPrinted Name and Employee (E) Signature Date\nAddress of\nIndividual/Agent or Agent (A)\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\n_______________________ __________ ____________________________ _________\nI-3 NON-DISCLOSURE AGREEMENT\nCERTIFICATION TO ACCOMPANY RETURN OR DELETION OF CONFIDENTIAL INFORMATION\nI AFFIRM THAT:\nTo the best of my knowledge, information, and belief, and upon due inquiry, I hereby certify that: (i) all Confidential Information which is the subject matter of that certain Non-Disclosure Agreement by and between the State of Maryland and __________________________ (\u201cContractor\u201d) dated __________________, 20_____ (\u201cAgreement\u201d) is attached hereto and is hereby returned to the State in accordance with the terms and conditions of the Agreement; and (ii) I am legally authorized to bind the Contractor to this affirmation. Any and all Confidential Information that was stored electronically by me has been permanently deleted from all of my systems or electronic storage devices where such Confidential Information may have been stored.\nI DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THIS AFFIDAVIT ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, AND BELIEF, HAVING MADE DUE INQUIRY.\nDATE: ______________________________\nNAME OF CONTRACTOR: __________________________\nBY: _____________________________________________________________\n(Signature)\nTITLE: ____________________________________________________\n(Authorized Representative and Affiant)\n", - "spans": [ - [ - 0, - 29 - ], - [ - 29, - 51 - ], - [ - 52, - 178 - ], - [ - 178, - 218 - ], - [ - 218, - 307 - ], - [ - 307, - 353 - ], - [ - 353, - 372 - ], - [ - 373, - 381 - ], - [ - 382, - 482 - ], - [ - 482, - 539 - ], - [ - 539, - 600 - ], - [ - 601, - 969 - ], - [ - 970, - 1259 - ], - [ - 1260, - 1472 - 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}, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 13, - 14, - 15, - 16 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11, - 23 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 17, - 18 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/Attachment-I-Non-DisclosureAgreementContractor.pdf" - }, - { - "id": 42, - "file_name": "BCG-Mutual-NDA.pdf", - "text": "Mutual Non-Disclosure Agreement\nThis Mutual Non-Disclosure Agreement (\"agreement\") is between the parties signing below. \"We,\" \"us\" and \"our\" refer to both of the parties signing below and our respective affiliates. The \u201cCompany\u201d or \u201cIndividual\u201d named below will also be referred to as \u201cPartner\u201d and \u201cThe Bleecker Consulting Group, LLC\u201d will be referred to as \u201cBCG.\u201d\nCOMPANY or INDIVIDUAL THE BLEECKER CONSULTING GROUP, LLC\nBusiness Entity Type: Business Entity Type: Limited Liability Company\nState of Incorporation: State of Incorporation: Florida, United States\nPrincipal Address: Principal Address:\n11555 Heron Bay Blvd., Suite 200, Coral Springs, Florida,\n33076\nSign: Sign:\nPrint Name: Print Name: David Bleecker\nPrint Title: Print Title: Managing Partner\nSignature Date: Signature Date:\n1. The purpose of this agreement.\nThis agreement allows us to disclose confidential information to each other, to our own affiliates and to the other's affiliates, under the following terms. An \"affiliate\" is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. \"Control\" and \"own\" mean possessing a 50% or greater Interest in an entity or the right to direct the management of the entity.\n2. Confidential information.\na. What is included, \"Confidential information\" is non-public information, know-how and trade secrets in any form that:\n\uf0b7 Are designated as \"confidential\"; or\n\uf0b7 A reasonable person knows or reasonably should understand to be confidential.\nb. What is not included? The following types of information, however marked, are not confidential information. Information that:\n\uf0b7 Is, or becomes, publicly available without a breach of this agreement;\n\uf0b7 Was lawfully known to the receiver of the information without an obligation to keep it confidential;\n\uf0b7 Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;\n\uf0b7 Is independently developed; or\n\uf0b7 Is a comment or suggestion one of us volunteers about the other's business, products or services.\n3. Treatment of confidential information.\na. In general. Subject to the other terms of this agreement, each of us agrees:\n\uf0b7 We will not disclose the other's confidential information to third parties; and\n\uf0b7 We will use and disclose the other's confidential information only for purposes of our business relationship with each other.\nb. Security precautions. Each of us agrees:\n\uf0b7 To take reasonable steps to protect the other's confidential information. These steps must be at least as protective as those we take to protect our own confidential information;\n\uf0b7 To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and\n\uf0b7 To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it.\nc. Sharing confidential information with affiliates and representatives.\n\uf0b7 A \"representative\" is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates.\n\uf0b7 Each of us may disclose the other's confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must:\no Ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and\no Accept responsibility for each representative's use of confidential information.\n\uf0b7 Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives' unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly.\nd. Disclosing confidential information if required to by law. Each of us may disclose the other's confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order.\n4. Length of confidential information obligations\na. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 60 days' advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect.\nb. No other use or disclosure of confidential information. Except as permitted above, neither of us will use nor disclose the other's confidential information for three years after we receive it. The three-year\nc. time period does not apply if applicable law requires a longer period.\n5. General rights, obligations and miscellaneous.\na. Law that applies; jurisdiction and venue. The laws of the State of Florida govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in Broward County, Florida. If not, we each consent to exclusive jurisdiction and venue in the Superior Court of Broward County, Florida.\nb. Non-solicitation- Clients. Each party expressly agrees to non-solicitation of business services with each other\u2019s existing customers. As part of subsequent agreements between Partner and BCG to engage in joint customer business, Partner agrees not to solicit business services from any of BCG\u2019s customers where BCG has engaged Partner on any such customer work orders and where BCG has introduced Partner to such customer(s). Conversely, BCG agrees not to solicit business services from any of Partner\u2019s customers where Partner has engaged BCG on any such customer work orders and where Partner has introduced BCG to such customer(s).\nc. Non-solicitation- Employees. During the term of the agreement and for a period of twelve (12) months thereafter, each party agrees not to solicit or recruit any employee of each other without the prior written consent of that party. Both BCG and Partner hereby agree that it will not solicit for hire, in any capacity whatsoever, any of each other\u2019s employees, contractors or other such affiliated resources without prior written consent from the other party.\nd. Compliance with law. Parties will comply with all laws regarding confidential information.\ne. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.\nf. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement.\ng. Attorneys' fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys' fees and costs.\nh. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other's confidential information to the transferee without the other's consent.\ni. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place.\nj. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (\"other contracts\"). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understandings regarding confidential information. 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INTRODUCTION\nThis document recognizes that BEE Online has entered into a contract with the named individual or organization in the normal course of our business. The contract entered into may result in the parties acquiring certain confidential information of the other (as defined below).\n2. CONFIDENTIAL INFORMATION\nThe information that is intended to be covered by this agreement shall include, without limitation, any designs, concepts, ideas, technical, scientific, commercial information, know-how, trade secrets and processes, communicated to either party (\u201cthe receiving party\u201d) by the other party (\u201cthe disclosing party\u201d) or acquired by the receiving party from the disclosing party, during the course of the negotiations and discussions referred to in 1 as well as during the course of any appointment of the Company as contemplated in 1. All such information collectively shall be referred to in this agreement as the \u201cconfidential information\u201d.\n3. CONFIDENTIALITY UNDERTAKING\n3.1 The parties acknowledge that the confidential information is a valuable, special and unique asset belonging to the disclosing party and accordingly, that it is of the utmost importance to the disclosing party that the confidential information not be used to advance the interest of any persons other than the disclosing party. In view thereof, the parties undertake that -\n3.2 they will not, without the prior written consent of the disclosing party:\n3.2.1 during the course of the negotiations and discussions referred to in 1 or at any time thereafter, directly or indirectly, use any of the confidential information, otherwise than for the purpose of such negotiations and discussions or for the implementation of any agreement resulting there from;\n3.2.2 divulge, discuss with, disclose or reveal the confidential information of the disclosing party to any person, firm, corporation, association or any other entity for any reason or purpose whatsoever (other than its employees and agents and only to the extent that such employees and agents require such information in the implementation of any agreement concluded between the parties);\n3.2.3 BEE Online shall only provide information about its activities to SANAS or the DTI on request. The MD will acknowledge receipt of request by email within 2 days and will be responsible for the release of the information within 7 days. Before submitting a Measured Enterprise\u2019s Confidential Information when requested by DTI, SANAS or required by Law, BEE Online shall notify the Measured Enterprise within 2 days of receiving the written request by email and will disclose the information within 7 days after Measured Enterprise has been notified BEE Online\n3.2.4 the parties will procure that their employees and agents to whom the confidential information is disclosed in terms of 3.2.2 are information of the confidential nature of the confidential information and prior to such disclosure, undertake to be bound by the terms of this agreement. Any breach of this confidentiality undertaking by any of the parties\u2019 employees and agents shall be deemed to be a breach of this agreement by that party in terms of 9 below.\n4. DISCLAIMER\nAll rights to confidential information are reserved by the disclosing party and no rights or obligations, other than those expressly recited herein, are granted or to be implied from this agreement. Nothing in this agreement or its operation shall preclude, impair or restrict either party from continuing to engage in its business. It is recorded that the disclosing party may well have had business dealings with the receiving party\u2019s customers and no right of exclusivity shall be afforded to the receiving party in this regard. For example, in larger corporate entities, it may well be that the receiving party and disclosing party are dealing with separate departments or individuals or may well have done so previously. The receiving party accepts this fact and whilst the disclosing party shall not intentionally interfere with the receiving party\u2019s marketing strategy, this may at times be inevitable.\n5. RETURN OF CONFIDENTIAL INFORMATION\nEither party may request in writing at any time that any confidential information or any documents containing such confidential information, disclosed pursuant to the terms of this agreement and any copies thereof be returned with a written statement to the effect that upon such return the receiving party has not knowingly retained in its possession or under its control, either directly or indirectly, any such confidential information or any documents containing such confidential information or any copies thereof and the receiving party shall comply with any such request within seven days of receipt of such request.\n6. TITLE\nAll confidential information of the disclosing party is acknowledged by the receiving party to be the property of the disclosing party and the disclosure of the confidential information shall not be deemed to confer any rights to that confidential information on the receiving party.\n7. STANDARD OF CARE\nThe parties agree to protect the confidential information of the other party using not less than the same standard of care that would be applied to its own proprietary, secret or confidential information and that the confidential information shall be stored and disclosed in such a way as to prevent unauthorised disclosure.\n8. EXCLUDED INFORMATION\nThe obligations pursuant to this agreement shall not apply to any confidential information \u2013\n8.1 is in the possession of the receiving party prior to receipt from the disclosing party;\n8.2 is or become publicly known, otherwise than as a consequence of a breach of this agreement;\nApproved By: Executive Committee Revision No.: 07\n8.3 is received from a third party without similar restrictions and without breach of this agreement.\n9. BREACH\nShould either party (the \u201cdefaulting party\u201d) breach any provision of this agreement and fail to remedy such breach within seven days after receiving written notice from the other party (the \u201caggrieved party\u201d) requiring it to do so, then the aggrieved party shall be entitled, without prejudice to the aggrieved party\u2019s other rights in law, to claim from the defaulting party such damages to which it may be entitled, without prejudice to the aggrieved party\u2019s other rights in law, to claim from the defaulting party such damages to which it may be entitled at common law or in equity including inter alia injunction and specific performance. Notwithstanding anything to the contrary contained in this agreement, neither party shall be entitled to cancel this agreement in any circumstances whatsoever.\n10. ACKNOWLEDGEMENTS\nThe parties acknowledge that the undertakings herein are fair and reasonable and are reasonably required to protect the other party\u2019s confidential information.\n11. GENERAL\n11.1 Any failure or delay by either party in exercising any right, power or privilege in relation to any confidential information and/or pursuant to this agreement will not constitute a waiver of that right, power or privilege, nor will any single or partial exercise thereof preclude any further exercise of that right, power or privilege.\n11.2 This agreement constitutes the sole record of the agreement between the parties in regard to the subject matter thereof.\n11.3 Neither party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.\n11.4 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties.\n12. DOMICILIUM AND NOTICES\nThe parties choose as their domicilium et executandi \u201cdomicilium\u201d for all purposes arising from or pursuant to this agreement the following address \u2013\nBEE ONLINE(PTY) LTD\nLandmark on Empire\n 12th Floor, 25 Owl Street Auckland Park 2092\n Marked for the attention of the MANAGING DIRECTOR\nTel: (011) 482 4809 Fax: (086) 623-8388\n PARTYS NAME & Address:\nTel: Fax:\n12.1 Any party shall be entitled from time to time, by written notice to the other party, to vary its domicilium to any other address within the Republic of South Africa which is not a post office box or poste restante.\n12.2 Any notice given by a party to the other \u2013\n12.2.1 Delivered by hand during the normal business hours of the addressee at the addressee\u2019s domicilium for the time being shall be rebuttably presumed to have been received by the recipient at the time of delivery.\n12.2.2 Posted by prepaid registered post from an address within the Republic of South Africa to the addressee\u2019s domicilium for the time being shall be rebuttably presumed to have been received by the recipient on the fourth day after the date of posting.\n12.2.3 Any notice given by telefacsimile during the normal business hours of the address to the addressee\u2019s domicilium for the time being shall be rebuttably presumed to have been received on the first business day succeeding the day on which the telefacsimile is transmitted.\nSigned at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. on \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 20__.\nFor BEE Online (Proprietary) Limited\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nwho warrants that he/she is duly authorised hereto\nSigned at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. on \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 20__.\nFor ___________________________\n The Company or Individual\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n who warrants that he/she is duly authorised hereto\n", - 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"choice": "Entailment", - "spans": [ - 18, - 19, - 21 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 41, - 45 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.beeonline.co.za/wp-content/uploads/2015/09/BO115-07-non-disclosure-agreement.pdf" - }, - { - "id": 46, - "file_name": "BT_NDA.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEEMENT\nbetween\nTRANSNET LIMITED\nand\n______________________________________________________\n(\u201cinsert name\u201d)\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis agreement (\u201cAgreement\u201d) is entered into as of the date first written below (the \u201cEffective Date\u201d) by and between TRANSNET LIMITED (hereinafter referred to as \u201cTransnet\u201d or \u201cthe Disclosing Party\u201d) having as its principal place of business at 38th Floor, Carlton Centre, Johannesburg, 2001, and ___________________________________ (Registration number____________________) (hereinafter referred to as \u201cthe Bidder\u201d or the \u201cReceiving Party\u201d) with its principal place of business at __________________________________________ (Transnet and the Bidder shall hereinafter referred to as the \u201cParties\u201d).\nWHEREAS, the Bidder is interested in participating in the disposal process being undertaken by Transnet in relation to the business of Luxrail (hereinafter referred to as \u201cthe Blue Train\u201d or \u201cthe Target\u201d) (such disposal hereinafter referred to as the \u201cProposed Transaction\u201d);\nAND WHEREAS, it is agreed that in order to enable the Bidder to assess the Target, Transnet will disclose Confidential Information relevant to the Proposed Transaction to the Bidder;\nAND WHEREAS, the Bidder recognises that careful protection and non-disclosure by the Bidder of Confidential Information disclosed by Transnet is of vital importance to the prosperity of the Target, Transnet and clientele of Transnet;\nNOW THEREFORE, Transnet agrees to disclose the Confidential Information and the Bidder agrees to receive the Confidential Information under the following terms and conditions.\n1. CONFIDENTIAL INFORMATION\n1.1 Definition. When used herein, Confidential Information shall mean any information and data (in electronic form, in hard copy or given verbally) of a confidential or proprietary nature which is disclosed by the Disclosing Party to the Receiving Party, including but not limited to, group corporate strategy and initiatives, customer information, Target information, proprietary technical, financial, personnel and/or commercial information with respect to the Proposed Transaction, Transnet or the Target and any information which is disclosed pursuant to this Agreement and marked \u201cConfidential\u201d by the Disclosing Party. Confidential information specifically excludes the following:\n1.1.1 information which is in the public domain or enters the public domain other than by reason of a breach of the terms of this Agreement;\n1.1.2 where it becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or the individual members of the Disclosing Party, as the case may be;\n1.1.3 where it was known to the Receiving Party prior to having access to the Confidential information; and\n1.1.4 where the Receiving Party is obliged to disclose by law, or by order or under the rules of any competent regulatory authority or court.\n1.2 Purpose. The purpose of the disclosure of Confidential Information is to enable the Target\u2019s assets and liabilities relevant to the Proposed Transaction to be assessed.\n1.3 Ownership. The Confidential Information is and shall be considered valuable trade secrets owned exclusively by the Disclosing Party. The Disclosing Party retains all right, title and interest in the Confidential Information and any reasonably related information which may be subsequently developed, and the Receiving Party waives all rights to the intellectual property and copyright therein in favour of the Disclosing Party.\n1.4 No License. No license is granted to the Receiving Party in relation to any intellectual property rights that attach to or may be embodied in any Confidential Information, or is implied by the conveying of such Confidential Information to the Receiving Party.\n1.5 No Warranties. The Disclosing Party assumes no responsibility for any loss or damages suffered by the Receiving Party or any third party caused by or arising from the Confidential Information, and the Disclosing Party makes no warranties of any kind, whether express or implied, as to the accuracy or completeness of the Confidential Information.\n1.6 Authorised. The Disclosing Party is authorised to provide Confidential Information to the Receiving Party.\n2. NON-DISCLOSURE\n2.1 Use of Confidential Information. The Receiving Party may use the Confidential Information solely for the purposes of assessing the Target for purposes of the Proposed Transaction. The Receiving Party recognises that this Agreement imposes an affirmative duty to hold such information in confidence and protect it from dissemination to and use by any unauthorised persons. In the absence of the Disclosing Party\u2019s prior written consent, the Receiving Party shall not produce nor disclose the Confidential Information, or any part thereof, to any third party.\n2.2 Disclosure of Confidential Information. The Confidential Information is proprietary information and for the exclusive and non-transferable use of the persons to whom it is addressed and the recipients of the Confidential Information agree that all of the information contained herein is of a confidential nature and is subject to this Confidentiality Agreement, and that they will not, directly, or indirectly, disclose or permit their agents or affiliates to disclose any such information without the prior written consent of Transnet except as expressly permitted by the terms of this Agreement.\n2.3 Return of Confidential Information. Promptly following the request of the Disclosing Party, the Receiving Party will deliver to the Disclosing Party all confidential information (and copies and extracts thereof) furnished to, or created by or on behalf of, the Receiving Party. Notwithstanding the return of the Confidential Information, the Receiving Party will continue to be bound by its obligations of confidentiality and other obligations hereunder.\n2.4 Remedies. The Receiving Party recognises and acknowledges that the Confidential Information is of a special, unique and extraordinary character to the Disclosing Party and the Target and the disclosure, misappropriation or unauthorised use of such Confidential Information by the Receiving Party cannot be fully compensated and that, further, any such disclosure, misappropriation or unauthorised use of the Confidential Information shall cause irreparable injury to the Disclosing Party and/or the Target. The Receiving Party expressly agrees, therefore, that the Disclosing Party, in addition to any rights and remedies it may have under this Agreement or at law or in equity, shall be entitled to seek injunctive and other equitable relief to prevent the breach, or the further breach, of any of the provisions of this Agreement. The Receiving Party agrees to reimburse the Disclosing Party for any and all losses, liabilities, damages, costs, opportunity costs, and direct or indirect expenses (including reasonable attorney\u2019s fees, profit opportunity returns foregone and any court costs) incurred by the Disclosing Party as a result of any prima facie breach of this Agreement by the Receiving Party.\n3. GENERAL\n3.1 Term and Termination. Notwithstanding whether or not the Proposed Transactions are concluded, the Receiving Party shall maintain the Confidential Information in confidence and in accordance with the terms of this Agreement for a period of five (5) years from the date of disclosure.\n3.2 Binding Successors. This agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns.\n3.3 Waiver. The waiver or failure of either Party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, it shall be enforced to the extent legally permissible and as necessary to reflect the intent of the Parties and shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.\n3.4 Variation. No amendment, alteration, addition or variation of the Agreement or any provision or term thereof, or any agreement or other document issued or executed pursuant to or in terms of this Agreement shall be binding unless recorded in a written document signed by the Parties.\n3.5 Binding Agreement. This Agreement is binding upon each Party and the Receiving Party shall procure that it becomes binding on its respective agents, affiliates, partners, employees, advisors and consultants.\n3.6 Jurisdiction. This Agreement shall be deemed to be a contract made under the laws of the Republic of South Africa and shall be governed by such laws without reference to any principles relating to resolving conflicts of law. The distribution of the Confidential Information in overseas jurisdictions may be restricted by law and therefore persons into whose possession that Confidential Information comes should inform themselves about and observe any such restrictions.\n3.7 Copyrights and Proprietary Rights. The Receiving Party shall not remove any copyright or proprietary rights notice attached to or included in the Confidential Information.\n3.8 Entire Agreement. This Agreement represents the entire agreement between Parties with respect to the subject matter of this Agreement.\n3.9 Storage of Confidential Information. The Confidential Information must not be copied, reproduced, distributed, stored digitally or by other means, or passed to others at any time other than in accordance with this Confidentiality Agreement or with the prior written consent of Transnet.\nIN WITNESS WHEREOF, the Parties have duly executed this document as of the date first written below.\nSigned for Transnet Limited by__________________________________, in his/her capacity as _______________________________ on this _____ day of _________________ 2007.\nSignature: _____________________\nwho warrants that he is duly authorised to enter into this Agreement\nWitnesses:\n_____________________ _______________________\nDate: ________________ Date: __________________\nSigned for ______________________by __________________________, in his/her capacity as _______________________________ on this _____ day of _________________ 2007.\nSignature: _____________________\nwho warrants that he is duly authorised to enter into this Agreement\nWitnesses:\n_____________________ _______________________\nDate: ________________ Date: __________________\n", - 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"choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 39 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 69 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 21 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 37 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.transnet.net/BusinessWithUs/TNInfrastructurePlan/BT_NDA.pdf" - }, - { - "id": 47, - "file_name": "BaconNon-Disclosure.pdf", - "text": "Bacon Business Group\nBuyer Confidential Non-Disclosure Agreement Broker Disclosure\nOur agreement with the Seller requires that we obtain a Non-Disclosure and evidence of financial ability before disclosing the name and location of his/ her business. This information will be kept confidential. In consideration of the broker, (\"Broker\") providing the information on businesses for sale, I/we understand and agree:\n1. (a) That any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners.\n(b) Not to disclose, for a period of three years from the date I/we sign this Non-Disclosure Agreement, any information regarding these businesses to any other person who has not also signed this Agreement, except to secure the advise and recommendations of my business advisors (accountants, attorneys, etc.) \"Information\" as used in this Agreement shall include the fact that the businesses are for sale, plus any other data provided.\n(c) Not to contact the business owners or their landlords, employees, suppliers or customers except through Broker. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease of any business presented by Broker will be conducted exclusively through Broker.\n(d) Notto circumvent or interfere with Broker's contract with the Seller in any way, I/we understand that if I/we interfere with Broker's contract right to its fee from Seller, I/we may be personally liable to Broker for payment of the Seller's fee. We understand that should I/we become a manager or otherwise connect with any of the businesses shown or offered to me/us for sale, or should I/we buy, trade, lease or exchange any of the businesses disclosed to me/us, then a fee will be due to Broker. I/we understand that if I/we make the purchase through Broker, I/we will not be liable for the fee to be paid by Seller to Broker.\n2. That all information regarding businesses for sale is provided by the Seller or other sources and is not verified in any way by Broker. Broker has no knowledge of the accuracy of said information and makes no warranty, express or implied, as to the accuracy of such information. Understanding that I/we shall make an independent verification of said information prior to entering into an agreement to purchase any business. I/we agree that Broker is not responsible for the accuracy of any of the information I/we receive or fail to receive, and I/we agree to indemnify and hold Broker and its agent harmless from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to me/us with respect to any business I/we might purchase.\n3. That should I/we enter into an agreement to purchase a business, I/we will provide a financial statement and a personal and business history, and I/we authorize the Seller to obtain through standard reporting agencies financial and credit information about me/us or the companies I/we represent.\n4. That Broker is not an agent for me/us, butis an agent for the Seller and has a contract providing for a fee to be paid to Broker by Seller upon sale, trade, lease, or transfer of Seller's business or property.\n5. I/we acknowledge that we will receive confidential information about the Seller's business, operations, customers, and employees and agree not to start a business similar to the sellers listed above and not to solicit or contact Seller's employees or customers for a period of three years from the date herein. In the event Buyer for whatever reason does not purchase the business, Buyer agrees to immediately return to Broker any and all materials related to Seller without retaining any copies.\nI/we acknowledge that I/we have received an exact copy of this Agreement and that I/we have read this Agreement carefully and fully understand it.\nSignature Date Broker Signature Company Name\nPrint Name Print Name\nStreet Address Street Address\nCity, State, Zip City, State, Zip\nSignature Date Agent for BBG Broker Date\nPrint Name\nStreet Address\nCity, State, Zip\n", - "spans": [ - [ - 0, - 20 - ], - [ - 21, - 82 - ], - [ - 83, - 250 - ], - [ - 250, - 294 - ], - [ - 294, - 413 - ], - [ - 414, - 417 - ], - [ - 417, - 583 - ], - [ - 584, - 894 - ], - [ - 894, - 1020 - ], - [ - 1021, - 1137 - ], - [ - 1137, - 1319 - ], - [ - 1320, - 1570 - ], - [ - 1570, - 1823 - ], - [ - 1823, - 1953 - ], - [ - 1954, - 2093 - ], - [ - 2093, - 2236 - ], - [ - 2236, - 2381 - ], - [ - 2381, - 2741 - ], - [ - 2742, - 3040 - ], - [ - 3041, - 3253 - ], - [ - 3254, - 3568 - ], - [ - 3568, - 3753 - ], - [ - 3754, - 3900 - ], - [ - 3901, - 3945 - ], - [ - 3946, - 3967 - ], - [ - 3968, - 3997 - ], - [ - 3998, - 4031 - ], - [ - 4032, - 4072 - ], - [ - 4073, - 4083 - ], - [ - 4084, - 4098 - ], - [ - 4099, - 4115 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2, - 3, - 4, - 5, - 6, - 8, - 20 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 4, - 7 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://baconbusinesssales.com/wp-content/uploads/2013/07/BaconNon-Disclosure.pdf" - }, - { - "id": 48, - "file_name": "Basic-Non-Disclosure-Agreement.pdf", - "text": "NON-DISCLOSURE AGREEMENT (NDA)\nThis Nondisclosure Agreement (the \"Agreement\") is entered into by and between _______________ with its principal offices at _______________, (\"Disclosing Party\") and _______________, located at _______________ (\"Receiving Party\") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information (\"Confidential Information\").\n1. Definition of Confidential Information. For purposes of this Agreement, \"Confidential Information\" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word \"Confidential\" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.\n2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\n3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\n4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\n6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.\n7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.\n8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\n9. Notice of Immunity. Employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.\nDISCLOSING PARTY\nSignature _____________________________________________________\nTyped or Printed Name ___________________________ Date: _______________\nRECEIVING PARTY\nSignature _____________________________________________________\nTyped or Printed Name ___________________________ Date: _______________\n", - "spans": [ - [ - 0, - 30 - ], - [ - 31, - 109 - ], - [ - 109, - 365 - ], - [ - 365, - 532 - ], - [ - 533, - 576 - ], - [ - 576, - 788 - ], - [ - 788, - 946 - ], - [ - 946, - 1126 - ], - [ - 1127, - 1172 - ], - [ - 1172, - 1261 - ], - [ - 1261, - 1386 - ], - [ - 1386, - 1474 - ], - [ - 1474, - 1613 - ], - [ - 1613, - 1696 - ], - [ - 1697, - 1732 - ], - [ - 1732, - 1885 - ], - [ - 1885, - 2149 - ], - [ - 2149, - 2432 - ], - [ - 2432, - 2671 - ], - [ - 2672, - 2689 - ], - [ - 2689, - 3087 - ], - [ - 3088, - 3106 - ], - [ - 3106, - 3257 - ], - [ - 3258, - 3275 - ], - [ - 3275, - 3450 - ], - [ - 3451, - 3467 - ], - [ - 3467, - 3654 - ], - [ - 3654, - 3729 - ], - [ - 3730, - 3741 - ], - [ - 3741, - 3854 - ], - [ - 3855, - 3878 - ], - [ - 3878, - 4066 - ], - [ - 4066, - 4189 - ], - [ - 4189, - 4396 - ], - [ - 4396, - 4648 - ], - [ - 4648, - 4715 - ], - [ - 4715, - 4787 - ], - [ - 4788, - 4911 - ], - [ - 4911, - 4986 - ], - [ - 4987, - 5003 - ], - [ - 5004, - 5014 - ], - [ - 5014, - 5067 - ], - [ - 5068, - 5085 - ], - [ - 5085, - 5090 - ], - [ - 5090, - 5118 - ], - [ - 5118, - 5124 - ], - [ - 5124, - 5139 - ], - [ - 5140, - 5155 - ], - [ - 5156, - 5166 - ], - [ - 5166, - 5219 - ], - [ - 5220, - 5237 - ], - [ - 5237, - 5242 - ], - [ - 5242, - 5270 - ], - [ - 5270, - 5276 - ], - [ - 5276, - 5291 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6, - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 11 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://nondisclosureagreement.com/wp-content/uploads/2018/03/Basic-Non-Disclosure-Agreement.pdf" - }, - { - "id": 49, - "file_name": "Bio-FIP-EOI-NDA.pdf", - "text": "CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT is made on of 2016\nBETWEEN:\n(1) ENERGY TECHNOLOGIES INSTITUTE LLP, a limited liability partnership (company no. OC333553) whose registered office is at Holywell Building, Holywell Way, Loughborough, Leicestershire, LE11 3UZ (the \u201cETI\u201d); and\n(2) The parties named in Schedule 1 of this Agreement (the \u201cRespondents\u201d), (collectively the \u201cParties\u201d and individually a \u201cParty\u201d)\nBACKGROUND:\nThe Parties intend to exchange certain Information on or after the Effective Date for or in relation to the Purpose. The Parties agree to receive such Information, and to treat it as confidential information, on the following terms and conditions.\nIT IS AGREED:\nIn consideration of the above and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:\n1. In this Agreement, unless the context requires otherwise, the following words shall have the following meanings:\n\u201cDisclosing Party\u201d means any Party that discloses Information pursuant to this Agreement;\n\u201cEffective Date\u201d means the date of execution of this Agreement;\n\u201cEoI\u201d means the request for expressions of interest relating to the Project, issued by the ETI on 11th May 2016;\n\u201cETI Affiliates\u201d means the Secretary of State for Business, Innovation and Skills (and any successor governmental department or agency from time to time) and any other entity which is entitled to appoint the directors or otherwise having the ability to direct management policies of the ETI (together with any affiliates of those entities), together with their respective officers, employees, agents and consultants;\n\u201cInformation\u201d means any and all confidential information or data exchanged, submitted or otherwise disclosed in respect of or further to the Purpose or prepared for or in relation to the Purpose, including but not limited to written Submission documentation, due diligence materials, contractual documentation, reports, and the fact that the Parties have entered into this Agreement and are discussing and considering a business relationship;\n\u201cProject\u201d means the proposed project under the ETI\u2019s Bioenergy Programme entitled the \u201cBiomass Feedstock Improvement Process Project\u201d;\n\u201cProject Commissioning Process\u201d means the ETI\u2019s commissioning process for the Project as defined and as set out in the EoI or as later may be notified or published by the ETI;\n\u201cProject Contract\u201d means a Project Contract as such term is defined in the EoI;\n\u201cPurpose\u201d means:\na. the preparation and/or submission of any Submission and related documents in response to the EoI;\nb. the Project Commissioning Process;\nc. any activities related to the assessment of any Submission for the Project; and\nd. any related exchanges of Information, clarifications, clearances, discussions, due diligence, meetings, and/or negotiations in respect of the EoI, the Project Commissioning Process and/or the Project;\n\u201cReceiving Party\u201d means any Party that receives Information pursuant to this Agreement; and\n\u201cSubmission\u201d means a submission as such term is defined in the EoI;\n\u201cThird Party IP\u201d means any intellectual property rights that are not licensed or owned by a Respondent and identified by a Respondent as relevant to its Submission.\n2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date:\na. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose;\nb. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential;\nc. take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own information) to safeguard every part of the Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by this Agreement; and\nd. at the request and direction of the Disclosing Party, and without delay, return or destroy any Information provided to it pursuant to this Agreement and any copies of such Information, except that one copy may be kept by the Receiving Party for archival purposes and for the purpose of defending itself against any claims arising in connection with this Agreement.\n3. The obligations set out in clause 2 shall not apply to Information that:\na. the Receiving Party can prove (using written or electronic records), was lawfully known to the Receiving Party or in its possession prior to its communication by or at the direction of the Disclosing Party and was not communicated to the Receiving Party subject to any restrictions on disclosure or use; or\nb. is or becomes a part of the public domain through no wrongful act of the Receiving Party or any person on its behalf, provided that this clause 3(b) shall only apply from the date that the relevant Information so enters the public domain; or\nc. the Receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that Information as a result of a breach of an obligation of confidence; or\nd. subject to clause 4, is required to be disclosed or made available by the Receiving Party pursuant to any applicable law, governmental regulation, or decision of any court or tribunal of competent jurisdiction or any government body, agency or regulatory body.\n4. If a Receiving Party believes it is required by law to disclose any Information under clause 3(d) above, the Receiving Party shall (in each case and to the extent not prohibited in law):\na. provide the Disclosing Party with prompt written notice of such requirement or obligation (together with a copy of any relevant access request, court order or other evidence giving rise to such belief) in advance of the required disclosure, to enable the Disclosing Party to seek appropriate protective relief and/or to take other steps to resist or narrow the scope of any required disclosure;\nb. where it is not permitted in law to notify the requirement for disclosure in advance of the required disclosure, notify the Disclosing Party as soon as reasonably practicable after the disclosure confirming the nature of and extent of the disclosure; and\nc. co-operate with the Disclosing Party with respect to such matters, and in any event disclose only such Information as it has ascertained, after taking legal advice, it is legally compelled to disclose.\n5. The ETI shall be entitled to disclose or make available any Information it receives from the Respondents (or any of them) to:\na. such of the ETI Affiliates, and either the ETI\u2019s or the ETI Affiliates\u2019 employees, officers, secondees, agents, consultants, sub-contractors, proposed sub-contractors, professional advisers and proposed professional advisers where such disclosure is necessary for the Purpose, provided that all such aforementioned persons to whom any Information is disclosed by the ETI are bound by obligations of confidentiality and the ETI shall be responsible for breaches of the obligations by such persons and each ETI Affiliate may enforce this clause in accordance with the Contracts (Rights of Third Parties) Act 1999; and\nb. the Department of Business, Innovation and Skills (or other relevant government department), the European Commission and such other bodies and/or individuals (including without limitation professional advisers) as may reasonably be required for the notification of, to seek advice in relation to, as part of an assessment of, or otherwise in relation to, State aid.\n6. The ETI shall be entitled to disclose or make available any Information it receives from a Respondent to any other Respondent where it is necessary for the Purpose.\n7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agreement. The Respondent disclosing Information shall be responsible for breaches of the obligations by such persons.\n8. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI to any other Respondent where it is necessary for the Purpose.\n9. Each Party as Receiving Party expressly agrees and accepts that except in the case of fraud, no representation or warranty, express or implied, is made by the Disclosing Party as to the accuracy, completeness, reasonableness or otherwise in respect of the use of the Information, and that neither the Disclosing Party or any of its affiliates nor any of its or their respective employees, officers, secondees, agents, consultants, sub-contractors and professional advisers (as applicable) shall have any liability to the Receiving Party as a result of the Receiving Party\u2019s possession or use of the Information.\n10. The Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or equity.\n11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement:\na. constitutes an offer by or on behalf of the Disclosing Party; or\nb. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party\u2019s interest in any Information or in any present or future patent or patent application; or\nc. affects the present or prospective rights of the Disclosing Party under the patent laws of any country or precludes the filing or prosecution of any patent applications by the Disclosing Party.\n12. This Agreement represents the entire agreement between the Parties in relation to the subject matter contained herein and supersedes all other agreements and representations, whether oral or written, between the Parties relating to such subject matter. This Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each Party. Each Party also agrees that it shall have no remedies or claims under this Agreement for any innocent or negligent misrepresentation based on statements made prior to the Effective Date.\n13. The Parties agree that the ETI may disclose that one or more of the Respondents are involved in discussions with the ETI and the subject matter of the discussions provided that the ETI will provide a copy of any press release or other announcement to the Respondents and seek the approval of the Respondents prior to its publication or release. Other than as set out in this clause, none of the Parties will make any public announcements, statements or otherwise publicise the subject matter of this Agreement (or its existence) without the prior written consent of the other Parties and no Party will use the business names or trade marks of any other Party in any way without that Party\u2019s prior written consent.\n14. This Agreement shall come into force on the Effective Date and shall continue in full force and effect, notwithstanding the completion of the Purpose, for a period of seven years from the Effective Date unless extended, superseded or otherwise varied by a subsequent written agreement between the Parties.\n15. It is not intended that a third party (other than an ETI Affiliate) should have the right to enforce a provision of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.\n16. The rights of the Disclosing Party under this Agreement are in addition to and not exclusive of rights under the general law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right under this Agreement is not a waiver of that or any other right, partial exercise of any right under this Agreement shall not preclude any further or other exercise of that right or any other right under this Agreement and waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.\n17. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:\na. the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or\nb. the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.\n18. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties (or any of them), or to authorise any Party to act as agent for another, and no Party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way.\n19. Except as provided otherwise, no person may assign any of its rights under this Agreement or any document referred to in it.\n20. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each Party has executed at least one counterpart.\n21. This Agreement shall be construed in accordance with and governed by English law and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts.\nThe Parties have caused this Agreement to be executed by their duly authorised representatives.\nENERGY TECHNOLOGIES INSTITUTE LLP\nBy: ________________________________\nName: _____________________________\nTitle: _______________________________\nDate: ______________________________\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 59 - ], - [ - 60, - 68 - ], - [ - 69, - 281 - ], - [ - 282, - 412 - ], - [ - 413, - 424 - ], - [ - 425, - 542 - ], - [ - 542, - 672 - ], - [ - 673, - 686 - ], - [ - 687, - 888 - ], - [ - 889, - 1004 - ], - [ - 1005, - 1094 - ], - [ - 1095, - 1158 - ], - [ - 1159, - 1271 - ], - [ - 1272, - 1688 - ], - [ - 1689, - 2131 - ], - [ - 2132, - 2266 - ], - [ - 2267, - 2442 - ], - [ - 2443, - 2522 - ], - [ - 2523, - 2539 - ], - [ - 2540, - 2640 - ], - [ - 2641, - 2678 - ], - [ - 2679, - 2761 - ], - [ - 2762, - 2965 - ], - [ - 2966, - 3057 - ], - [ - 3058, - 3125 - ], - [ - 3126, - 3290 - ], - [ - 3291, - 3457 - ], - [ - 3458, - 3892 - ], - [ - 3893, - 4137 - ], - [ - 4138, - 4434 - ], - [ - 4435, - 4802 - ], - [ - 4803, - 4878 - ], - [ - 4879, - 5188 - ], - [ - 5189, - 5433 - ], - [ - 5434, - 5656 - ], - [ - 5657, - 5920 - ], - [ - 5921, - 6110 - ], - [ - 6111, - 6508 - ], - [ - 6509, - 6766 - ], - [ - 6767, - 6971 - ], - [ - 6972, - 7100 - ], - [ - 7101, - 7719 - ], - [ - 7720, - 8088 - ], - [ - 8089, - 8256 - ], - [ - 8257, - 8827 - ], - [ - 8827, - 8934 - ], - [ - 8935, - 9105 - ], - [ - 9106, - 9720 - ], - [ - 9721, - 9974 - ], - [ - 9974, - 10137 - ], - [ - 10138, - 10278 - ], - [ - 10279, - 10346 - ], - [ - 10347, - 10535 - ], - [ - 10536, - 10732 - ], - [ - 10733, - 10990 - ], - [ - 10990, - 11123 - ], - [ - 11123, - 11309 - ], - [ - 11310, - 11659 - ], - [ - 11659, - 12027 - ], - [ - 12028, - 12337 - ], - [ - 12338, - 12534 - ], - [ - 12535, - 12716 - ], - [ - 12716, - 13133 - ], - [ - 13134, - 13264 - ], - [ - 13265, - 13374 - ], - [ - 13375, - 13494 - ], - [ - 13495, - 13814 - ], - [ - 13815, - 13943 - ], - [ - 13944, - 14171 - ], - [ - 14171, - 14260 - ], - [ - 14261, - 14432 - ], - [ - 14433, - 14528 - ], - [ - 14529, - 14562 - ], - [ - 14563, - 14567 - ], - [ - 14567, - 14599 - ], - [ - 14600, - 14606 - ], - [ - 14606, - 14635 - ], - [ - 14636, - 14643 - ], - [ - 14643, - 14674 - ], - [ - 14675, - 14681 - ], - [ - 14681, - 14711 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 51, - 53 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 15, - 59 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 27, - 31 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 27, - 29 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 37, - 38, - 39 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 32, - 35 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://s3-eu-west-1.amazonaws.com/assets.eti.co.uk/legacyUploads/2016/05/Bio-FIP-EOI-NDA.pdf" - }, - { - "id": 50, - "file_name": "Business-Sale-Non-Disclosure-Agreement.pdf", - "text": "BUSINESS SALE NON-DISCLOSURE AGREEMENT\n7 Ferry Road London SW13 9RX T 0333 939 8010 E info@ideologyconsulting.co.uk ideologyconsulting.co.uk RE: (We will complete the name of the business on receipt of this NDA)\n (\u201cthe Business\u201d)\nYou have expressed an interest in discussing the acquisition of the above Business (\u2018the Proposed Transaction\u201d). This letter of agreement sets out the terms upon which we will supply information to you in respect of the Business in order to enable discussions to take place on an informed basis (\u201cthe Confidential Information\u201d).\nYOU AGREE WITH US:\nA) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us.\nB) to keep the Confidential Information secret at all times\nC) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction.\nD) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction.\nE) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times.\nF) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information.\nG) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information).\nH) that we are not required or obliged to disclose any information of any kind to you.\nI) that no warranty or representation, whether express or implied, is given as to the accuracy, completeness, appropriateness or otherwise of the Confidential Information.\nJ) that this agreement does not create any right enforceable by any person who is not a party to it and that the Contracts (Right of Third Parties) Act 1999 as amended shall not apply.\nIn consideration of the said discussions both parties agree:\n1) that this agreement does not oblige or imply any obligation on either party to enter into any transaction or further agreement.\n2) that this agreement may only be modified or waived by a separate written agreement between the parties which specifically and expressly modifies or waives this agreement or part of it.\n3) that this agreement shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims)\n4) that in the event of any term of this agreement being held to be illegal or unenforceable either in whole or in part that term shall be deemed not to be part of this agreement but the enforceability of the remainder shall be unaffected.\n5) that any notices under this agreement shall be sent by first-class prepaid post to the address of the recipient party as set out in this letter and shall be deemed to have been received on the second week day (that is, any day excluding Sundays or public or bank holidays in England) following the day on which it was posted.\n6) that the provisions of this agreement shall last for the duration of the discussions relating to the Proposed Transaction and for 2 years following their conclusion.\n7) that these terms shall not apply where the Confidential Information:\n 7.1 was known to us (by means not importing any requirement of confidentiality or involving a breach of confidentiality by a third party) prior to its provision to us;\n 7.2 is in or subsequently comes in to the public domain (through no fault on our part);\n 7.3 is required to be disclosed pursuant to any legal, statutory or regulatory requirement.\nSigned\nYour Name Position\nCompany\nAddress\nPostcode\nTelephone Number\nEDT (Electronic document transmissions) Emails with Original Signatures (not electronic) shall be deemed valid and enforceable in respect of any provisions of this NDA (Non-Disclosure Agreement).\nEDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Please note that should you choose to return the NDA via Email, we respectfully request that the original is returned by post.\n", - "spans": [ - [ - 0, - 38 - ], - [ - 39, - 116 - ], - [ - 116, - 141 - ], - [ - 141, - 211 - ], - [ - 212, - 213 - ], - [ - 213, - 229 - ], - [ - 230, - 343 - ], - [ - 343, - 558 - ], - [ - 559, - 577 - ], - [ - 578, - 1015 - ], - [ - 1016, - 1075 - ], - [ - 1076, - 1316 - ], - [ - 1317, - 1504 - ], - [ - 1505, - 1639 - ], - [ - 1640, - 1836 - ], - [ - 1837, - 2141 - ], - [ - 2142, - 2228 - ], - [ - 2229, - 2400 - ], - [ - 2401, - 2585 - ], - [ - 2586, - 2646 - ], - [ - 2647, - 2777 - ], - [ - 2778, - 2965 - ], - [ - 2966, - 3298 - ], - [ - 3299, - 3538 - ], - [ - 3539, - 3867 - ], - [ - 3868, - 4036 - ], - [ - 4037, - 4108 - ], - [ - 4109, - 4110 - ], - [ - 4110, - 4277 - ], - [ - 4278, - 4279 - ], - [ - 4279, - 4366 - ], - [ - 4367, - 4368 - ], - [ - 4368, - 4459 - ], - [ - 4460, - 4466 - ], - [ - 4467, - 4485 - ], - [ - 4486, - 4493 - ], - [ - 4494, - 4501 - ], - [ - 4502, - 4510 - ], - [ - 4511, - 4527 - ], - [ - 4528, - 4568 - ], - [ - 4568, - 4723 - ], - [ - 4724, - 4817 - ], - [ - 4817, - 4943 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 8, - 14 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8, - 9 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 19, - 25 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 8, - 15 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8, - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://ideologyconsulting.co.uk/wp-content/uploads/2017/02/Business-Sale-Non-Disclosure-Agreement.pdf" - }, - { - "id": 51, - "file_name": "CA-Nov14-Doc.5.14%20-%20Template%20Confidentiality%20Agreement.pdf", - "text": "NON-DISCLOSURE / CONFIDENTIALITY\nAGREEMENT\nBETWEEN: [Name and address of Data Owner], represented by [name and position of person signing the agreement], hereinafter referred to as \"the data owner\";\nAND: [Name and address of prospective applicant], represented by [name and position of person signing the agreement], hereinafter referred to as \"the prospective applicant\";\nTogether \u201cthe Parties\u201d\nWHEREAS THE PARTIES CONFIRM THAT:\nThe prospective applicant is seeking to refer to data that the data owner owns;\nThe prospective applicant is seeking to do so for a purpose under the Biocidal Products Regulation 528/2012 (\u201cthe BPR\u201d);\nThe data owner is under an obligation in certain circumstances to share data with the prospective applicant and may in any event choose to do so regardless of that obligation;\nThe Parties are entering into data sharing negotiations;\nA non-disclosure agreement is necessary to reassure the Parties that the use to which any information exchanged or otherwise disclosed during the negotiations will be limited to the legitimate purpose as established in the BPR;\nTHE PARTIES HAVE THEREFORE AGREED AS FOLLOWS:\n1. Disclosure of Information\na. A Party may disclose to the other Party information with a view to negotiating the sharing of data for a purpose under the BPR (\u201cthe Purpose\u201d). The Parties agree that the terms and conditions set forth in this Agreement shall govern any such disclosure of information. All information disclosed by a Party or by Affiliates of a Party to the other Party or its respective Affiliates orally, electronically, writing or by any other means during the data sharing negotiations shall be considered as confidential unless expressly stated otherwise by the disclosing Party. All such confidential information shall be referred to hereinafter as \" \". Information shall also include the identity of the Parties, the contents of this agreement and the fact that they have entered into this Agreement.\nb. The Information, including any material support containing Information, will remain the exclusive property of the disclosing Party and the receiving Party will not acquire any right, title, license or interest on or to the Information.\nc. For any disputes arising from the supply, receipt or use of Information by an Affiliate of a Party, this Party shall bear sole responsibility for the purposes of this Agreement. \u201c \u201d shall mean any company controlling, controlled by, or under common control with a Party to this Agreement, control meaning in this context the direct or indirect ownership of more than fifty percent (50%) of the voting stock/shares of a company, or the power to nominate more than half of the directors, or the power otherwise to determine the policy of a company or organisation.\n2. Use of Information\na. The receiving Party undertakes not to use the Information disclosed to it for any purpose except the Purpose. This Agreement does not constitute a license by implication or otherwise to use the Information commercially or otherwise.\nb. The Parties shall disclose the Information to their employees, Affiliates, external experts and/or consultants only on a need to know basis and only to the extent absolutely necessary for the Purpose. Each Party shall require that its external experts and/or consultants also have such policies and procedures in place to ensure their compliance with these confidentiality obligations.\nc. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information:\ni. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement;\nii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party;\niii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information,\niv. was independently developed by the receiving Party without access to the disclosing Party\u2019s Information.\n3. Applicable law and arbitration\na. The Parties shall first attempt to settle amicably any dispute arising out of this Agreement. Any dispute that cannot be settled amicably between the Parties shall be exclusively resolved by arbitration. The arbitration rules of [ \u2026 ] shall be applicable. The place of any hearing shall be [ \u2026 ] and the language of the arbitration shall be [ \u2026 ].\nb. This Agreement shall be governed by the laws of [ \u2026 ], without regard to any principle of conflict or choice of laws that would cause the application of the laws of any other jurisdiction.\nc. If at any time any provision of this Agreement is or becomes invalid or illegal in any respect, this shall have no effect on the validity of the remaining contractual provisions. The invalid provisions are to be replaced, backdated to the time of their becoming ineffective, by provisions which come closest to achieving their objective as agreed by the Parties.\n4. Assignment\na. This Agreement may not be assigned by a Party hereto without the express written consent to such assignment by the other Parties.\n5. Other\na. No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and signed on behalf of each of the Parties by their respective duly authorised officers or representatives.\nb. This Agreement shall be valid when signed by duly authorised representatives of the Parties and shall be binding on each Party for 10 (ten) years as from the date of signature of the last signatory, even if at the end of the negotiations a data sharing agreement is not signed between the Parties, or until such time as the Information enters into the public domain.\nThis Agreement shall be executed in multiple counterparts which together shall constitute but one original.\nSigned _____________________ _______________________\nDated _____________________ _______________________\n", - "spans": [ - [ - 0, - 32 - ], - [ - 33, - 42 - ], - [ - 43, - 198 - ], - [ - 199, - 372 - ], - [ - 373, - 395 - ], - [ - 396, - 429 - ], - [ - 430, - 509 - ], - [ - 510, - 630 - ], - [ - 631, - 806 - ], - [ - 807, - 863 - ], - [ - 864, - 1091 - ], - [ - 1092, - 1137 - ], - [ - 1138, - 1166 - ], - [ - 1167, - 1314 - ], - [ - 1314, - 1439 - ], - [ - 1439, - 1738 - ], - [ - 1738, - 1960 - ], - [ - 1961, - 2199 - 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22 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://circabc.europa.eu/sd/a/013d691e-63d6-40a9-8c0a-9aac4de08834/CA-Nov14-Doc.5.14%20-%20Template%20Confidentiality%20Agreement.pdf" - }, - { - "id": 52, - "file_name": "CBP%20Non-Disclosure%20Form_October2018.pdf", - "text": "DEPARTMENT OF HOMELAND SECURITY\nNON-DISCLOSURE AGREEMENT\nI, _______________________________________, an individual official, employee, consultant, or subcontractor of or to _____________________ (the Authorized Entity), intending to be legally bound, hereby consent to the terms in this Agreement in consideration of my being granted conditional access to certain information, specified below, that is owned by, produced by, or in the possession of the United States Government.\n(Signer will acknowledge the category or categories of information that he or she may have access to, and the signer\u2019s willingness to comply with the standards for protection by placing his or her initials in front of the applicable category or categories.)\nInitials:\nProtected Critical Infrastructure Information (PCII)\nI attest that I am familiar with, and I will comply with all requirements of the PCII program set out in the Critical Infrastructure Information Act of 2002 (CII Act) (Title II, Subtitle B, of the Homeland Security Act of 2002, Public Law 107-296, 196 Stat. 2135, 6 USC 101 et seq.), as amended, the implementing regulations thereto (6 CFR Part 29), as amended, and the applicable PCII Procedures Manual, as amended, and with any such requirements that may be officially communicated to me by the PCII Program Manager or the PCII Program Manager\u2019s designee.\nInitials:\nSensitive Security Information (SSI)\nI attest that I am familiar with, and I will comply with the standards for access, dissemination, handling, and safeguarding of SSI information as cited in this Agreement and in accordance with 49 CFR Part 1520, \u201cProtection of Sensitive Security Information,\u201d \u201cPolicies and Procedures for Safeguarding and Control of SSI,\u201d as amended, and any supplementary guidance issued by an authorized official of the Department of Homeland Security.\nInitials:\nOther Sensitive but Unclassified (SBU)\nAs used in this Agreement, sensitive but unclassified information is an over-arching term that covers any information, not otherwise indicated above, which the loss of, misuse of, or unauthorized access to or modification of could adversely affect the national interest or the conduct of Federal programs, or the privacy to which individuals are entitled under Section 552a of Title 5, as amended, but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. This includes information categorized by DHS or other government agencies as: For Official Use Only (FOUO); Official Use Only (OUO); Sensitive Homeland Security Information (SHSI); Limited Official Use (LOU); Law Enforcement Sensitive (LES); Safeguarding Information (SGI); Unclassified Controlled Nuclear Information (UCNI); and any other identifier used by other government agencies to categorize information as sensitive but unclassified.\nI attest that I am familiar with, and I will comply with the standards for access, dissemination, handling, and safeguarding of the information to which I am granted access as cited in this Agreement and in accordance with the guidance provided to me relative to the specific category of information.\nI understand and agree to the following terms and conditions of my access to the information indicated above:\n1. I hereby acknowledge that I have received a security indoctrination concerning the nature and protection of information to which I have been provided conditional access, including the procedures to be followed in ascertaining whether other persons to whom I contemplate disclosing this information have been approved for access to it, and that I understand these procedures.\n 2. By being granted conditional access to the information indicated above, the United States Government has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement and the laws, regulations, and directives applicable to the specifi c categories of information to which I am granted access.\n3. I attest that I understand my responsibilities and that I am familiar with and will comply with the standards for protecting such information that I may have access to in accordance with the terms of this Agreement and the laws, regulations, and/or directives applicable to the specifi c categories of information to which I am granted access. I understand that the United States Government may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling and safeguarding information under this Agreement.\n4. I will not disclose or release any information provided to me pursuant to this Agreement without proper authority or authorization. Should situations arise that warrant the disclosure or release of such information I will do so only under approved circumstances and in accordance with the laws, regulations, or directives applicable to the specific categories of information. I will honor and comply with any and all dissemination restrictions cited or verbally relayed to me by the proper authority.\n5. (a) For PCII - (1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession.\n(2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager\u2019s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended.\n(b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information.\n6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, unless such alteration or removal is authorized by the PCII Program Manager or the PCII Program Manager\u2019s designee. I agree that if I use information from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original.\n7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations.\n8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national security information.\n9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not consistent with the terms of this Agreement.\n(b) With respect to PCII I hereby assign to the entity owning the PCII and the United States Government, all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of PCII not consistent with the terms of this Agreement.\n10. This Agreement is made and intended for the benefit of the United States Government and may be enforced by the United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement.\n11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter.\n12. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect.\n13. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or non-disclosure Agreement which I have executed or may execute with the United States Government or any of its departments or agencies.\n14. These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958, as amended; Section 7211 of Title 5, United States Code (governing disclosures to Congress); Section 1034 of Title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 18, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 USC 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling.\n15. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.\n16. I represent and warrant that I have the authority to enter into this Agreement.\n17. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the briefing officer has made available to me any laws, regulations, or directives referenced in this document so that I may read them at this time, if I so choose.\nDEPARTMENT OF HOMELAND SECURITY\nNON-DISCLOSURE AGREEMENT\nAcknowledgement\nTyped/Printed Name: Government/Department/Agency/Business Address Telephone Number:\nI make this Agreement in good faith, without mental reservation or purpose of evasion.\nSignature:\nWITNESS:\nTyped/Printed Name: Government/Department/Agency/Business Address Telephone Number:\nSignature:\nThis form is not subject to the requirements of P.L. 104-13, \u201cPaperwork Reduction Act of 1995\u201d 44 USC, Chapter 35.\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 56 - ], - [ - 57, - 60 - ], - [ - 60, - 195 - ], - [ - 195, - 478 - ], - [ - 479, - 736 - ], - [ - 737, - 746 - ], - [ - 747, - 799 - ], - [ - 800, - 1357 - ], - [ - 1358, - 1367 - ], - [ - 1368, - 1404 - ], - [ - 1405, - 1843 - ], - [ - 1844, - 1853 - ], - [ - 1854, - 1892 - ], - [ - 1893, - 2482 - ], - [ - 2482, - 2923 - ], - [ - 2924, - 3224 - ], - [ - 3225, - 3334 - ], - [ - 3335, - 3712 - ], - [ - 3713, - 3714 - ], - [ - 3714, - 4113 - ], - [ - 4114, - 4461 - ], - [ - 4461, - 4700 - ], - [ - 4701, - 4836 - ], - [ - 4836, - 5080 - ], - [ - 5080, - 5204 - ], - [ - 5205, - 5208 - ], - [ - 5208, - 5223 - ], - [ - 5223, - 5563 - ], - [ - 5564, - 5969 - ], - [ - 5970, - 6376 - ], - [ - 6376, - 6476 - ], - [ - 6476, - 6527 - ], - [ - 6527, - 6603 - ], - [ - 6603, - 6703 - ], - [ - 6704, - 7233 - ], - [ - 7233, - 7456 - ], - [ - 7457, - 7774 - ], - [ - 7774, - 7881 - ], - [ - 7882, - 8059 - ], - [ - 8059, - 8202 - ], - [ - 8203, - 8206 - ], - [ - 8206, - 8494 - ], - [ - 8495, - 8796 - ], - [ - 8797, - 8963 - ], - [ - 8963, - 9298 - ], - [ - 9298, - 9889 - ], - [ - 9890, - 10239 - ], - [ - 10240, - 10291 - ], - [ - 10291, - 10426 - ], - [ - 10427, - 10659 - ], - [ - 10660, - 11691 - ], - [ - 11691, - 11879 - ], - [ - 11880, - 12088 - ], - [ - 12089, - 12172 - ], - [ - 12173, - 12260 - ], - [ - 12260, - 12443 - ], - [ - 12444, - 12475 - ], - [ - 12476, - 12500 - ], - [ - 12501, - 12516 - ], - [ - 12517, - 12600 - ], - [ - 12601, - 12687 - ], - [ - 12688, - 12698 - ], - [ - 12699, - 12707 - ], - [ - 12708, - 12791 - ], - [ - 12792, - 12802 - ], - [ - 12803, - 12917 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 28, - 31, - 33 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.cbp.gov/sites/default/files/assets/documents/2018-Oct/CBP%20Non-Disclosure%20Form_October2018.pdf" - }, - { - "id": 53, - "file_name": "CCS-Salt-Cavern-RfP-NDA.pdf", - "text": "File Ref No: CCS/SALT CAVERN/RFP/NDA\nCONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT is made on of 2016\nBETWEEN:\n(1) ENERGY TECHNOLOGIES INSTITUTE LLP, a limited liability partnership (company no. OC333553) whose registered office is at Holywell Building, Holywell Way, Loughborough, Leicestershire, LE11 3UZ (the \u201cETI\u201d); and\n(2) The parties named in Schedule 1 of this Agreement (the \u201cRespondents\u201d), (collectively the \u201cParties\u201d and individually a \u201cParty\u201d)\nBACKGROUND:\nThe Parties intend to exchange certain Information on or after the Effective Date for or in relation to the Purpose. The Parties agree to receive such Information, and to treat it as confidential information, on the following terms and conditions.\nIT IS AGREED:\nIn consideration of the above and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:\n1. In this Agreement, unless the context requires otherwise, the following words shall have the following meanings:\n\u201cDisclosing Party\u201d means any Party that discloses Information pursuant to this Agreement;\n\u201cEffective Date\u201d means the date of execution of this Agreement;\n\u201cETI Affiliates\u201d means the Secretary of State for Business, Innovation and Skills (and any successor governmental department or agency from time to time) and any other entity which is entitled to appoint the directors or otherwise having the ability to direct management policies of the ETI (together with any affiliates of those entities), together with their respective officers, employees, agents and consultants;\n\u201cInformation\u201d means any and all confidential information or data exchanged, submitted or otherwise disclosed in respect of or further to the Purpose or prepared for or in relation to the Purpose, including but not limited to written proposal documentation, due diligence materials, contractual documentation, reports, and the fact that the Parties have entered into this Agreement and are discussing and considering a business relationship;\n\u201cProject\u201d means the proposed project under the ETI\u2019s Carbon Capture and Storage Programme entitled the \u201cSalt Cavern Appraisal for Hydrogen and Gas Storage Project\u201d;\n\u201cProject Commissioning Process\u201d means the ETI\u2019s commissioning process for the Project as defined and as set out in the RFP or as later may be notified or published by the ETI;\n\u201cProject Contract\u201d means a Project Contract as such term is defined in the RFP;\n\u201cProposal\u201d means a Proposal as such term is defined in the RFP;\n\u201cPurpose\u201d means:\na. the preparation and/or submission of any Proposals and related documents in response to the RFP;\nb. the Project Commissioning Process;\nc. any activities related to the assessment of any Proposals for the Project; and\nd. any related exchanges of Information, clarifications, clearances, discussions, due diligence, meetings, and/or negotiations in respect of the RFP, a Project Contract, the Project Commissioning Process and/or the Project;\n\u201cReceiving Party\u201d means any Party that receives Information pursuant to this Agreement;\n\u201cRFP\u201d means the request for proposals relating to the Project, issued by the ETI on 20th April 2016; and\n\u201cThird Party IP\u201d means any intellectual property rights that are not licensed or owned by a Respondent and identified by a Respondent as relevant to its Proposal.\n2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date:\na. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose;\nb. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential;\nc. take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own information) to safeguard every part of the Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by this Agreement; and\nd. at the request and direction of the Disclosing Party, and without delay, return or destroy any Information provided to it pursuant to this Agreement and any copies of such Information, except that one copy may be kept by the Receiving Party for archival purposes and for the purpose of defending itself against any claims arising in connection with this Agreement.\n3. The obligations set out in clause 2 shall not apply to Information that:\na. the Receiving Party can prove (using written or electronic records), was lawfully known to the Receiving Party or in its possession prior to its communication by or at the direction of the Disclosing Party and was not communicated to the Receiving Party subject to any restrictions on disclosure or use; or\nb. is or becomes a part of the public domain through no wrongful act of the Receiving Party or any person on its behalf, provided that this clause 3(b) shall only apply from the date that the relevant Information so enters the public domain; or\nc. the Receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that Information as a result of a breach of an obligation of confidence; or\nd. subject to clause 4, is required to be disclosed or made available by the Receiving Party pursuant to any applicable law, governmental regulation, or decision of any court or tribunal of competent jurisdiction or any government body, agency or regulatory body.\n4. If a Receiving Party believes it is required by law to disclose any Information under clause 3(d) above, the Receiving Party shall (in each case and to the extent not prohibited in law):\na. provide the Disclosing Party with prompt written notice of such requirement or obligation (together with a copy of any relevant access request, court order or other evidence giving rise to such belief) in advance of the required disclosure, to enable the Disclosing Party to seek appropriate protective relief and/or to take other steps to resist or narrow the scope of any required disclosure;\nb. where it is not permitted in law to notify the requirement for disclosure in advance of the required disclosure, notify the Disclosing Party as soon as reasonably practicable after the disclosure confirming the nature of and extent of the disclosure; and\nc. co-operate with the Disclosing Party with respect to such matters, and in any event disclose only such Information as it has ascertained, after taking legal advice, it is legally compelled to disclose.\n5. The ETI shall be entitled to disclose or make available any Information it receives from the Respondent to:\na. such of the ETI Affiliates, and either the ETI\u2019s or the ETI Affiliates\u2019 employees, officers, secondees, agents, consultants, sub-contractors, proposed sub-contractors, professional advisers and proposed professional advisers where such disclosure is necessary for the Purpose, provided that all such aforementioned persons to whom any Information is disclosed by the ETI are bound by obligations of confidentiality and the ETI shall be responsible for breaches of the obligations by such persons and each ETI Affiliate may enforce this clause in accordance with the Contracts (Rights of Third Parties) Act 1999; and\nb. the Department of Business, Innovation and Skills (or other relevant government department), the European Commission and such other bodies and/or individuals (including without limitation professional advisers) as may reasonably be required for the notification of, to seek advice in relation to, as part of an assessment of, or otherwise in relation to, State aid.\n6. The ETI shall be entitled to disclose or make available any Information it receives from a Respondent to any other Respondent where it is necessary for the Purpose.\n7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agreement. The Respondent disclosing Information shall be responsible for breaches of the obligations by such persons.\n8. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI to any other Respondent where it is necessary for the Purpose.\n9. Each Party as Receiving Party expressly agrees and accepts that except in the case of fraud, no representation or warranty, express or implied, is made by the Disclosing Party as to the accuracy, completeness, reasonableness or otherwise in respect of the use of the Information, and that neither the Disclosing Party or any of its affiliates nor any of its or their respective employees, officers, secondees, agents, consultants, sub-contractors and professional advisers (as applicable) shall have any liability to the Receiving Party as a result of the Receiving Party\u2019s possession or use of the Information.\n10. The Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or equity.\n11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement:\na. constitutes an offer by or on behalf of the Disclosing Party; or\nb. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party\u2019s interest in any Information or in any present or future patent or patent application; or\nc. affects the present or prospective rights of the Disclosing Party under the patent laws of any country or precludes the filing or prosecution of any patent applications by the Disclosing Party.\n12. This Agreement represents the entire agreement between the Parties in relation to the subject matter contained herein and supersedes all other agreements and representations, whether oral or written, between the Parties relating to such subject matter. This Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each Party. Each Party also agrees that it shall have no remedies or claims under this Agreement for any innocent or negligent misrepresentation based on statements made prior to the Effective Date.\n13. The Parties agree that the ETI may disclose that one or more of the Respondents are involved in discussions with the ETI and the subject matter of the discussions provided that the ETI will provide a copy of any press release or other announcement to the Respondents and seek the approval of the Respondents prior to its publication or release. Other than as set out in this clause, none of the Parties will make any public announcements, statements or otherwise publicise the subject matter of this Agreement (or its existence) without the prior written consent of the other Parties and no Party will use the business names or trade marks of any other Party in any way without that Party\u2019s prior written consent.\n14. This Agreement shall come into force on the Effective Date and shall continue in full force and effect, notwithstanding the completion of the Purpose, for a period of seven years from the Effective Date unless extended, superseded or otherwise varied by a subsequent written agreement between the Parties.\n15. It is not intended that a third party (other than an ETI Affiliate) should have the right to enforce a provision of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.\n16. The rights of the Disclosing Party under this Agreement are in addition to and not exclusive of rights under the general law and may be waived only in writing and specifically. Delay in exercising or non-exercise of any right under this Agreement is not a waiver of that or any other right, partial exercise of any right under this Agreement shall not preclude any further or other exercise of that right or any other right under this Agreement and waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.\n17. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:\na. the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or\nb. the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.\n18. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties (or any of them), or to authorise any Party to act as agent for another, and no Party shall have authority to act in the name or on behalf of or otherwise to bind any other in any way.\n19. Except as provided otherwise, no person may assign any of its rights under this Agreement or any document referred to in it.\n20. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each Party has executed at least one counterpart.\n21. This Agreement shall be construed in accordance with and governed by English law and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts.\nThe Parties have caused this Agreement to be executed by their duly authorised representatives.\nENERGY TECHNOLOGIES INSTITUTE LLP\nBy: ________________________________\nName: _____________________________\nTitle: _______________________________\nDate: ______________________________\n", - "spans": [ - [ - 0, - 36 - ], - [ - 37, - 62 - ], - [ - 63, - 96 - ], - [ - 97, - 105 - ], - [ - 106, - 318 - ], - [ - 319, - 449 - ], - [ - 450, - 461 - ], - [ - 462, - 579 - ], - [ - 579, - 709 - ], - [ - 710, - 723 - ], - [ - 724, - 925 - ], - [ - 926, - 1041 - ], - [ - 1042, - 1131 - ], - [ - 1132, - 1195 - ], - [ - 1196, - 1612 - ], - [ - 1613, - 2053 - ], - [ - 2054, - 2218 - ], - [ - 2219, - 2394 - ], - [ - 2395, - 2474 - ], - [ - 2475, - 2538 - ], - [ - 2539, - 2555 - ], - [ - 2556, - 2655 - ], - [ - 2656, - 2693 - ], - [ - 2694, - 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"nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 28, - 32 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 42, - 43, - 46, - 48 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 28, - 30 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 38, - 39 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 33, - 36 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 42, - 43, - 46, - 48 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 28, - 29 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://s3-eu-west-1.amazonaws.com/assets.eti.co.uk/legacyUploads/2016/04/CCS-Salt-Cavern-RfP-NDA.pdf" - }, - { - "id": 55, - "file_name": "amc-general-mutual-non-disclosure-agreement-en-gb.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTable of Contents\n1 Parties ............................................................................................................................................ 3\n2 Confidential Information ................................................................................................................. 4\n3 Nondisclosure Obligations ............................................................................................................. 5\n4 General Provisions ........................................................................................................................ 6\n1 PARTIES\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into this date:\n ____ day of , 200__ (\u201cEffective Date\u201d),\nby and between AMC-Consult A/S (Company Reg.no. 16987344), a Danish company with limited liability, having its registered address at Grundtvigsvej 29, 1864 Frederiksberg C, Denmark,\ne-mail info@amc.dk (\u201cAMC\u201d), and:\n (Company Reg. no. ) ,\na corporation having its principal place of business at\ne-mail (\u201cCompany\u201d).\nIn consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date.\nAMC-Consult A/S\nSignature: _________________________ Date: ______________\nSigned by: Peter Makki, CEO\nCompany (Name)\nSignature: _________________________ Date: ______________\nSigned by: __________________ (Name / Title in capital letters)\n2 CONFIDENTIAL INFORMATION\n(a) \u201cConfidential Information\u201d means any proprietary information that is disclosed in writing by Disclosing Party (defined herein) to Receiving Party (defined herein) and is duly and recognizably marked \u201cConfidential\u201d on each document / sheet. By the execution of this Agreement the parties agree that all and any documents and information/facts specifically listed in Exhibit A to this Agreement is deemed Confidential Information.\n(b) Confidential information relates to Disclosing Party\u2019s business (including without limitation, business plans, financial data, customer and consumer information, including personal information, marketing plans, etc.), technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc. whether or not covered by copyright or any other intellectual property right ), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions (whether or not patentable) which should be reasonably understood by Receiving Party as the confidential or proprietary information of Disclosing Party.\n(c) Confidential Information does not include any information that Receiving Party can document: (i) is or becomes generally known to the public without fault of Receiving Party; (ii) was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party; or (iv) is rightfully obtained by Receiving Party from a third party without any obligation of confidentiality to Disclosing Party.\n3 NONDISCLOSURE OBLIGATIONS\n(a) Confidential Information of each party (\u201cDisclosing Party\u201d) may be used by the other party (\u201cReceiving Party\u201d) solely for the purpose of fulfilling obligatons and activities within the scope of the Parties mutual cooperation and must not be used for any other purpose (\u201cPurpose\u201d). For a period of five (5) years following the date of disclosure by Disclosing Party, Receiving Party will hold Disclosing Party\u2019s Confidential Information in strictest confidence and must not use or disclose Disclosing Party\u2019s Confidential Information without the prior written consent of Disclosing Party, which consent will not be unreasonably withheld or delayed. Receiving Party shall take all reasonable measures to protect the Confidential Information of Disclosing Party from becoming known to the public or falling into the possession of persons other than those persons authorized to have any such Confidential Information, which measures will include the highest degree of care that Receiving Party uses to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Each party may disclose the other party\u2019s Confidential Information to its employees, contractors and Affiliates who have a legitimate \u201cneed to know,\u201d have been advised of the obligations of confidentiality under this Agreement and are bound to obligations of confidentiality substantially similar to those set out in this Agreement.\n(b) Nothing in this Agreement will prohibit Receiving Party from disclosing Confidential Information of Disclosing Party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (\u201cRequired Disclosure\u201d); provided that Receiving Party shall: (i) give Disclosing Party reasonable notice of such Required Disclosure prior to disclosure; (ii) cooperate with Disclosing Party in the event that it elects to contest such disclosure or seek a protective order with respect thereto; and (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.\n4 GENERAL PROVISIONS\n(a) All Confidential Information of Disclosing Party is and will remain the property of Disclosing Party. Nothing contained in this Agreement will be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of Disclosing Party, or under any patent, copyright, trademark or trade secret of Disclosing Party. Receiving Party must not copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information it receives from the Disclosing Party.\n(b) This Agreement will continue from the Effective Date for the period of cooperation between the parties and a period of three (3) years after expiration of the cooperation. The parties\u2019 obligations under Section 2 will survive any termination or expiration of this Agreement. At expiration Receiving Party must cease all use of and upon request from Disclosing Party return to Disclosing Party all copies or extracts of Disclosing Party\u2019s Confidential Information, in any medium, or certify, in writing by an authorized officer of Receiving Party, the destruction of the same to Disclosing Party. Nothing contained herein shall require the destruction or purging of Confidential Information maintained on routine computer system backup tapes, disks or similar storage devices.\n(c) Receiving Party must not assign or transfer this Agreement or any of its rights hereunder or delegate any of its obligations hereunder (whether by merger, acquisition, or operation of law) without the prior written consent of Disclosing Party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, AMC may assign this Agreement to any of its Affiliates. \u201cAffiliates\u201d means, with respect to any legally recognizable entity, any other such entity directly or indirectly Controlling, Controlled by, or under common Control with such entity. \u201cControl\u201d means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legally recognizable entity, whether through the ownership of more than fifty percent (50%) of the voting shares, by contract, or otherwise; but in any such case, such entity shall be deemed to be an Affiliate only so long as such Control exists. No permitted assignment will relieve the Receiving Party of its obligations hereunder with respect to Confidential Information disclosed to it prior to such assignment. Any assignment in violation of this Section 3(c) will be void. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assigns.\n(d) Nothing in this Agreement will be construed to require Disclosing Party to disclose any Confidential Information to Receiving Party or to negotiate or enter into any business transaction with Receiving Party.\n(e) Any notice under this Agreement must be in writing and will be effective only if it is delivered by e-mail, hand or mailed, certified or registered mail, postage prepaid, return receipt requested, addressed to the appropriate party at its address set forth on the first page of this Agreement.\n(f) This Agreement will be construed and governed by the laws of Denmark, without giving effect to principles of conflicts of law or choice of law that would cause the substantive laws of any other jurisdiction to apply. The parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement must be brought solely in first instance in the City Court of Copenhagen. Notwithstanding the foregoing, either party will at all times have the right to commence proceedings in any other court of its choice with the appropriate jurisdiction for interim injunctive relief. If any legal action or proceeding is commenced in connection with any dispute arising under, relating to or otherwise concerning this Agreement, the prevailing party, as determined by the court, will be entitled to recover its attorneys\u2019 and experts\u2019 fees and all costs and necessary disbursements actually incurred in connection with such action or proceeding.\n(g) This Agreement constitutes the entire agreement between the parties with respect to Non Disclosure and the subject matter hereof and supersedes any prior understanding and agreements between and among them respecting the subject matter hereof. 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and whose registered office is at (\u201cyou\u201d).\nBackground\nIn connection with our discussions relating to \u2018[Insert project name]\u2019 (the \u201cpurpose\u201d) certain confidential information may be disclosed between us.\n1 Definitions\nIn this agreement the following words have the meanings given to them below:\n\u201cconfidential information\u201d means any information disclosed by one party to the other party in connection with the purpose, which is of a confidential nature irrespective of whether it is marked as such.\n\u201cdisclosing party\u201d means the party to this agreement disclosing the confidential information. \u201cPwC firm\u201d means any entity or partnership within the worldwide network of PricewaterhouseCoopers firms and entities.\n\u201creceiving party\u201d means the party to this agreement to whom the confidential information is disclosed.\n2 Confidentiality\n2.1 The receiving party agrees:\n(a) to keep the disclosing party\u2019s confidential information, confidential;\n(b) not to use the disclosing party\u2019s confidential information except in connection with the purpose; and\n(c) not to disclose the disclosing party\u2019s confidential information to anyone else.\n2.2 Each party agrees that it will keep the purpose and the existence of this agreement confidential.\n2.3 This agreement will not apply to information which:\n(a) is publicly available; or\n(b) has been received from someone else who owes no duty of confidence in relation to it; or\n(c) was already known by the receiving party.\n2.4 Nothing in this agreement will prevent the receiving party from disclosing confidential information:\n(a) if the disclosing party has given its prior written consent; or\n(b) to its lawyers; or\n(c) if the disclosure is required by law, regulation or professional requirements; or\n(d) in the case of PwC, to other PwC firms or relevant subcontractors.\n2.5 The receiving party will ensure that anyone who receives confidential information under clause 2.4 (b) is bound by confidentiality obligations before the confidential information is disclosed.\n2.6 Nothing in this agreement will restrict your ability to disclose PwC\u2019s advice concerning the tax (including social security) treatment or tax structure of any transaction regardless of any confidentiality markings on any communications.\n3 Term\n3.1 This agreement will come into effect on the date of signature by both parties and will continue indefinitely, subject to any subsequent agreement entered into between the parties in relation to the purpose which includes obligations relating to the protection of confidential information. The subsequent agreement will then replace this agreement with effect from the commencement of our services.\n3.2 Following a written request from the disclosing party, the receiving party will, as soon as practicable, either destroy or return all confidential information to the disclosing party or, in the case of electronic copies of confidential information, delete them or make them reasonably inaccessible. However, PwC may retain a copy of the confidential information for our internal purposes.\n4 General\nThis agreement forms the entire agreement between the parties relating to confidential information disclosed in connection with the purpose. It replaces any earlier agreements, representations or discussions. Neither party excludes liability for any fraud.\n5 Governing law and jurisdiction\nThis agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by English law and be subject to the exclusive jurisdiction of the English courts.\nSIGNED for and on behalf of PricewaterhouseCoopers LLP\nBy \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nPosition\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDate \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nSIGNED for and on behalf of [ ]\nBy \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nPosition\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n", - "spans": [ - [ - 0, - 36 - ], - [ - 37, - 287 - ], - [ - 288, - 298 - ], - [ - 299, - 447 - ], - [ - 448, - 461 - ], - [ - 462, - 538 - ], - [ - 539, - 741 - ], - [ - 742, - 836 - ], - [ - 836, - 953 - ], - [ - 954, - 1056 - ], - [ - 1057, - 1074 - ], - [ - 1075, - 1079 - ], - [ - 1079, - 1106 - ], - [ - 1107, - 1181 - ], - [ - 1182, - 1287 - ], - [ - 1288, - 1371 - ], - [ - 1372, - 1473 - ], - [ - 1474, - 1478 - ], - [ - 1478, - 1529 - ], - [ - 1530, - 1559 - ], - [ - 1560, - 1652 - ], - [ - 1653, - 1698 - ], - [ - 1699, - 1703 - ], - [ - 1703, - 1803 - ], - [ - 1804, - 1871 - ], - [ - 1872, - 1894 - ], - [ - 1895, - 1980 - ], - [ - 1981, - 2051 - ], - [ - 2052, - 2056 - ], - [ - 2056, - 2155 - ], - [ - 2155, - 2248 - ], - [ - 2249, - 2489 - ], - [ - 2490, - 2496 - ], - [ - 2497, - 2501 - ], - [ - 2501, - 2790 - ], - [ - 2790, - 2898 - ], - [ - 2899, - 3202 - ], - [ - 3202, - 3291 - ], - [ - 3292, - 3301 - ], - [ - 3302, - 3443 - ], - [ - 3443, - 3511 - ], - [ - 3511, - 3558 - ], - [ - 3559, - 3561 - ], - [ - 3561, - 3591 - ], - [ - 3592, - 3779 - ], - [ - 3780, - 3834 - ], - [ - 3835, - 3861 - ], - [ - 3862, - 3891 - ], - [ - 3892, - 3918 - ], - [ - 3919, - 3950 - ], - [ - 3951, - 3976 - ], - [ - 3977, - 4007 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 23, - 25 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 20 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://pwc.blogs.com/files/annex-iii---nda-agreement..pdf" - }, - { - "id": 58, - "file_name": "appendix-g-nda-form.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cNon-Disclosure Agreement\u201d) dated as of _____ __, 20__ (the \u201cEffective Date\u201d), between [_____________] (\u201cContractor\u201d), a [_______________] [corporation] [limited liability company] [limited liability partnership] having offices at [_____________] and [insert legal National Grid entity] d/b/a National Grid (\u201cNational Grid\u201d), a [____________] [corporation] [limited liability company][limited liability partnership], having offices at [_____________] (each, individually, a \u201cParty\u201d and, collectively, the \u201cParties\u201d).\nRECITALS\nWHEREAS, the Parties and their respective Affiliates (as such term is defined below) possess certain confidential and proprietary Information (as such term is defined below); and\nWHEREAS, each Party may elect, in its sole discretion, to disclose Information to the other Party or its Representatives (as such term is defined below) in connection with [Fill In Purpose] (the \u201cPurpose\u201d), subject to the terms and conditions of this Non-Disclosure Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:\n\u00a71. Certain Definitions.\n(a) The term \u201cInformation\u201d means\n(i) all financial, technical and other non-public or proprietary information which is furnished or disclosed orally, in writing, electronically or in other form or media by Disclosing Party and/or its Representatives to Recipient and/or its Representatives in connection with the Purpose and that is described or identified (at the time of disclosure) as being non-public, confidential or proprietary, or the non-public or proprietary nature of which is apparent from the context of the disclosure or the contents or nature of the information disclosed;\n(ii) all memoranda, notes, reports, files, copies, extracts, inventions, discoveries, improvements or any other thing prepared or derived from the information described in\n\u00a71(a)(i), above;\n(iii) all CEII (as such term is defined below and only if CEII is exchanged under this Non-Disclosure Agreement);\n(iv) all Personal Information (as defined in the ISA Exhibit and only if Personal Information is exchanged under this Non-Disclosure Agreement); and\n(v) all Customer Information (as such term in is defined below and only if Customer Information is exchanged under this Non-Disclosure Agreement).\n(b) The term \u201cRecipient\u201d means a Party to whom the other Party or its Representatives discloses Information.\n(c) The term \u201cDisclosing Party\u201d means the Party disclosing Information in its possession, or on whose behalf Information is disclosed, to a Recipient.\n(d) The term \u201cRepresentative(s)\u201d means the Affiliates of a Party and the officers, directors, members, managers, employees, contractors, legal advisors, financial advisors and representatives of such Party and its Affiliates.\n(e) The term \u201cAffiliate\u201d means any Person controlling, controlled by, or under common control with, any other Person; \u201ccontrol\u201d shall mean the ownership of, with right to vote, 50% or more of the outstanding voting securities, equity, membership interests, or equivalent, of such Person.\n(f) The term \u201cCustomer Information\u201d includes, but is not limited to, one or more National Grid customers\u2019 names, addresses, account numbers, billing information, load information, and usage information.\n(g) The term \u201cPerson\u201d includes any natural person, individual, firm, corporation, company, partnership (general or limited), limited liability company, business trust, joint venture, consortium, government or political subdivision, or any agency, instrumentality, or authority of any government or political subdivision, or other entity or association.\n\u00a72. Permitted Disclosure, Personal Information and Critical Energy/Electric Infrastructure Information.\n(a) Recipient shall receive all Information in strict confidence, shall exercise reasonable care to maintain the confidentiality and secrecy of the Information, and, except to the extent expressly permitted by this Non-Disclosure Agreement, shall not divulge Information to any third party without the prior written consent of Disclosing Party. The foregoing notwithstanding, Recipient may disclose Information to its Representatives to the extent each such Representative has a need to know such Information for the Purpose contemplated by this Non-Disclosure Agreement and agrees to observe and comply with the obligations of Recipient under this Non-Disclosure Agreement with regard to such Information. Recipient shall immediately notify Disclosing Party regarding, and shall be responsible hereunder for, any breach of the terms of this Non-Disclosure Agreement to the extent caused by its Representatives.\n(b) The Parties acknowledge that Information and/or data disclosed under this Non-Disclosure Agreement may include Personal Information (as such term is defined in the ISA Exhibit attached hereto). To the extent Personal Information is disclosed under this Non-Disclosure Agreement, the Parties obligations shall be governed by the Information Security Addendum (attached hereto as the ISA Exhibit) which is hereby incorporated by reference and explicitly made a part of this Non-Disclosure Agreement.\n(c) The Parties acknowledge that Information and/or data disclosed under this Non-Disclosure Agreement may include \u201cCritical Energy / Electric Infrastructure Information\u201d (\u201cCEII\u201d) as defined and designated by Disclosing Party, consistent with applicable Federal Energy Regulatory Commission (\u201cFERC\u201d) and North American Electric Reliability Corporation (\u201cNERC\u201d) regulations. Only if such Information contains CEII, Recipient shall, and shall cause its Representatives to, strictly comply with any and all laws, rules and regulations (including, without limitation, FERC and NERC rules, regulations, orders and policies) applicable to any such CEII that is disclosed by or on behalf of Disclosing Party or that relates to any of Disclosing Party\u2019s or Disclosing Party\u2019s Affiliates\u2019 facilities. Recipient shall not divulge, and shall cause its Representatives not to divulge, any such CEII to any Person or entity, directly or indirectly, unless permitted to do so by applicable law and unless Recipient has first obtained, in each case, the express specific written consent of Disclosing Party and any affected Affiliate of Disclosing Party. In any event, to the extent that Recipient or any of its Representatives seeks or is ordered to submit any such CEII to FERC, a state regulatory agency, a court or other governmental body, whether in connection with the Purpose or otherwise, Recipient shall (and, to the extent applicable, shall cause its Representatives to), in addition to obtaining Disclosing Party\u2019s and its Affiliate\u2019s (as applicable) prior written consent, seek a protective order or other procedural protections to ensure that such information is accorded CEII protected status and is otherwise treated as confidential. With respect to CEII, in the event of any conflict or inconsistency between this Section and any other term or provision of this Non-Disclosure Agreement, this Section shall govern in connection with such CEII.\n(d) Recipient shall (i) identify any and all Representatives of Recipient who are authorized to receive, or have access to, CEII on the List of Representatives Authorized to Receive CEII attached hereto as the CEII Exhibit which may from time to time be amended by mutual agreement of the Parties. Each Representative named in the CEII Exhibit shall not be granted access to CEII until such individual submits to Recipient an executed Certificate of Non-Disclosure (set forth in Schedule A to the CEII Exhibit). This Section shall survive any termination, expiration or cancellation of this Non-Disclosure Agreement. The Parties shall, and shall cause their respective Representatives to, continue to comply with this Section notwithstanding expiration of the Term (as such term is defined below) or any earlier termination of this Non-Disclosure Agreement.\n\u00a73. Exclusions from Application.\n(a) This Non-Disclosure Agreement shall not apply to Information that,\n(i) at the time of disclosure by or on behalf of Disclosing Party hereunder, is in the public domain, or thereafter enters the public domain without any breach of this Non-Disclosure Agreement by Recipient or any of its Representatives,\n(ii) is rightfully in the possession or knowledge of Recipient or its Representatives prior to its disclosure by or on behalf of Disclosing Party hereunder,\n(iii) is rightfully acquired by Recipient or its Representative(s) from a third party who is not under any obligation of confidence with respect to such Information, or\n(iv) is developed by Recipient or its Representatives independently of the Information disclosed hereunder by or on behalf of Disclosing Party (as evidenced by written documentation).\n(b) Recipient is hereby notified that, as set forth in 18 U.S.C. \u00a71833(b), individuals do not have criminal or civil liability under U.S. trade secret law for the following disclosures of a trade secret:\n(i) disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a suspected violation of law;\n(ii) disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal; and/or\n(iii) under those circumstances where Recipient files a lawsuit for retaliation against Disclosing Party for reporting a suspected violation of law, Recipient may disclose Disclosing Party\u2019s trade secret information to its attorney and may use the trade secret information in the court proceeding if Recipient files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.\n(c) Nothing herein or in any other agreement between the Parties is intended to conflict with 18 U.S.C. \u00a7 1833(b) or create any liability for disclosures of trade secrets that are expressly allowed by such section.\n\u00a74. Production of Information. Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party\u2019s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Recipient (or any Representative of Recipient) is, in the opinion of its counsel, legally compelled to disclose such Information, Recipient may disclose, and may permit such Representative to disclose, such portion of the Information that its counsel advises must be disclosed and such disclosure shall not be deemed a breach of any term of this Non-Disclosure Agreement. In any event, Recipient shall use (and, to the extent applicable, shall cause its Representatives to use) reasonable efforts to seek confidential treatment for Information so disclosed if requested to do so by Disclosing Party, and shall not oppose any action by, and shall reasonably cooperate with, Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Information.\n\u00a75. Scope of Use. Recipient and each of its Representatives shall use Information disclosed by or on behalf of Disclosing Party solely in connection with the Purpose and shall not use, directly or indirectly, any Information for any other purpose without Disclosing Party\u2019s prior written consent.\n\u00a76. No Representations; No Rights Conferred. Disclosing Party makes no representations or warranties, express or implied, with respect to any Information disclosed hereunder, including, without limitation, any representations or warranties as to the quality, accuracy, completeness or reliability of any such Information; all such representations and warranties are hereby expressly disclaimed. Neither Disclosing Party nor its Representatives shall have any liability whatsoever with respect to the use of, or reliance upon, the Information by Recipient or its Representatives. Neither Recipient nor its Representatives shall acquire any rights in Information by virtue of its disclosure hereunder. No license to Recipient or its Representatives, under any trademark, patent, or other intellectual property right, is either granted or implied by the disclosure of Information under this Non-Disclosure Agreement.\n\u00a77. Return or Destruction of Information. Recipient shall return and deliver, or cause to be returned and delivered, to Disclosing Party, or destroy or cause to be destroyed (with certification of destruction delivered to Disclosing Party), all tangible Information, including copies and abstracts thereof, within thirty (30) days of a written request by Disclosing Party (a \u201cRequest\u201d). The foregoing notwithstanding, Recipient may retain one (1) copy of such Information for archival purposes only and subject to compliance with the terms of this Non-Disclosure Agreement. Notwithstanding the foregoing, each Party agrees that Recipient shall not be required to return to Disclosing Party, or destroy, copies of Disclosing Party\u2019s Information that (A) reside on Recipient\u2019s or its Representatives\u2019 backup, disaster recovery or business continuity systems, or (B) that Recipient or its Representatives are obligated by applicable law and/or governmental regulations to retain. Recipient agrees that, following its receipt of the Request, it shall neither retrieve nor use Disclosing Party\u2019s Information for any purpose other than that specified in clause (B) above.\n- 5 -\n\u00a78. No Partnership, Etc. Nothing contained herein shall bind, require, or otherwise commit a Party (or any Affiliate thereof) to proceed with any project, sale, acquisition, or other transaction of or with the other Party or any other entity. No agency, partnership, joint venture, or other joint relationship is created by this Non-Disclosure Agreement. Neither this Non-Disclosure Agreement nor any discussions or disclosures hereunder shall prevent either Party from conducting similar discussions with other parties or performing work, so long as such discussions or work do not result in the disclosure or use of Information in violation of the terms of this Non-Disclosure Agreement. The terms of this Non-Disclosure Agreement shall not be construed to limit either Party\u2019s right to independently engage in any transaction, or independently develop any information, without use of the other Party\u2019s Information.\n\u00a79. Term and Termination. Except with respect to any Information that is Customer Information, CEII or Personal Information, Recipient\u2019s obligations and duties under this Non-Disclosure Agreement shall have a term of [ ] [()] years from the Effective Date (the \u201cTerm\u201d), but in no event will the confidentiality obligations herein terminate less than one (1) year from the date of the last disclosure. In the case of any Information that is Customer Information, CEII or Personal Information, Recipient\u2019s obligations and duties under this Non-Disclosure Agreement shall survive for (i) the Term, or (ii) so long as such Customer Information, CEII or Personal Information, as applicable, is required to be kept confidential under applicable law, whichever period is longer (the \u201cSpecial Information Term\u201d). Either Party may terminate this Non-Disclosure Agreement by written notice to the other Party. Notwithstanding any such termination, all rights and obligations hereunder shall survive (i) for the Special Information Term for all Customer Information, CEII or Personal Information disclosed prior to such termination, and (ii) for the Term for all other Information disclosed prior to such termination.\n\u00a710. Injunctive Relief. The Parties acknowledge that a breach of this Non-Disclosure Agreement by Recipient may cause irreparable harm to Disclosing Party for which money damages would be inadequate and would entitle Disclosing Party to injunctive relief and to such other remedies as may be provided by law.\n\u00a711. Governing Law; Consent to Jurisdiction. This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the [Commonwealth of Massachusetts][State of New York][State of Rhode Island] without regard to the principles of the conflict of laws contained therein. Each Party hereby submits to the personal and subject matter jurisdiction of the courts of the [Commonwealth of Massachusetts][State of New York][State of Rhode Island] for the purpose of interpretation and enforcement of this Non-Disclosure Agreement.\n\u00a712. Amendments. This Non-Disclosure Agreement may be amended or modified only by an instrument in writing signed by authorized representatives of all Parties.\n\u00a713. Assignment. This Non-Disclosure Agreement may not be assigned without the express written consent of all Parties hereto; provided, however, that any Party may assign this Non-Disclosure Agreement to an Affiliate of such Party without the consent of any other Party.\n\u00a714. Severability. Whenever possible, each provision of this Non-Disclosure Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by, or determined to be invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Non-Disclosure Agreement. All obligations and rights of the Parties expressed herein shall be in addition to, and not in limitation of, those provided by applicable law.\n\u00a715. Entire Agreement. This Non-Disclosure Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and any and all previous representations or agreements with respect to such subject matter, either oral or written, are hereby annulled and superseded.\n\u00a716. Consents and Waivers. Any consent or waiver of compliance with any provision of this Non-Disclosure Agreement shall be effective only if in writing and signed by an authorized representative of the Party purported to be bound thereby, and then such consent or waiver shall be effective only in the specific instance and for the specific purpose for which it is given. No failure or delay by any Party in exercising any right, power or privilege under this Non-Disclosure Agreement shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other exercise of any other right, power or privilege hereunder.\n\u00a717. No Publicity. [No Party shall issue any press release or make any other public announcement regarding the existence of this Non-Disclosure Agreement or any discussions among the Parties regarding the Purpose without the prior written consent of all Parties.]\n\u00a718 Notices. Where written notice is required by this Non-Disclosure Agreement, such notice shall be deemed to be given when delivered personally, mailed by certified mail, postage prepaid and return receipt requested, or by facsimile or electronic mail, as follows:\nTo National Grid: [_____________]\nAttn: __________________________ _______________ _______________\nTo [_____________]: [_____________] Attn: __________________________ _______________ _______________\n\u00a719 Counterparts. This Non-Disclosure Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Non-Disclosure Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Non-Disclosure Agreement and of signature pages by facsimile or in electronic form (\u201c.pdf\u201d or \u201c.tif\u201d) shall constitute effective execution and delivery of this Non-Disclosure Agreement as to the Parties and may be used in lieu of the original Non-Disclosure Agreement for all purposes. Signatures of the Parties transmitted by facsimile or in electronic format shall be deemed to be their original signatures for all purposes. In proving this Non-Disclosure Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the Party against whom enforcement is sought.\nIN WITNESS WHEREOF, this Non-Disclosure Agreement has been executed by duly authorized representatives of the Parties as of the date first above written.\n[insert legal National Grid entity] [_insert legal name of Contractor]\nBy:_________________________________ By:_________________________________\nName: Name:\nTitle: Title:\nISA Exhibit\nInformation Security Addendum\nThe following terms and conditions shall apply with regard to Personal Information as defined in this Information Security Addendum (\u201cAddendum\u201d). In the case of any inconsistency, conflict, or any other difference with respect to Personal Information between the Non-Disclosure Agreement and any of the terms in this Addendum, the terms of this Addendum shall in all cases be controlling. To the extent any capitalized terms are not defined in this Addendum, such shall have the same definition as have been provided in the preceding Non-Disclosure Agreement. The obligations of Contractor under this Addendum shall be deemed to apply to and bind Contractor\u2019s Representative to the extent such Representative or Affiliate receives or has access to any Personal Information; provided, however, that Contractor shall remain solely liable for any noncompliance with the terms of this Addendum caused by its Representatives.\n1.0 DEFINITIONS\n1.1 \u201cPersonal Information\u201d \u2013 means information defined as \u201cpersonal information or \u201cpersonal data\u201d under applicable Law. Without limiting the foregoing, Personal Information includes information that identifies or could be used to re-identify a specific person, including but not limited to first name and last name or first initial and last name in combination with any one or more of the following data elements: addresses; residential and/or mobile telephone numbers; e-mail addresses; social security numbers; medical insurance numbers; state issued identification card number (including tribal identification numbers); driver\u2019s license numbers or other driver identification data; personnel records; financial account information; credit related information, including any information relating to credit checks or background checks; credit or debit card numbers and personal identification numbers such as access codes, security codes or passwords that would permit access to an individual\u2019s financial account; and medical or health information. Without limiting the foregoing, Personal Information includes all private data of National Grid and its affiliates\u2019 employees, officers, directors, subcontractors, agents, and customers, that Contractor receives from National Grid, and as may be defined by applicable state and/or federal statutes and regulations. Personal Information shall not include publicly available information, lawfully made available to the general public in federal, state, or local government records.\n1.2 \u201cLaw\u201d \u2013 means, with respect to this Addendum, any foreign, federal, state or local law or regulation, promulgated or amended from time to time during the term of this Non-Disclosure Agreement, applicable to Personal Information received by Contractor from National Grid, including, but not limited to, the Protection of Personal Information of Residents of the Commonwealth of Massachusetts, 201 CMR 17.00 (the \u201cMA Security Regs\u201d), the Rhode Island Identity Theft Protection Act, RIGL \u00a7 11-49.3-1 (the \u201cRI Security Regs\u201d) and the California data security regulations, Cal. Civ. Code \u00a7 1798.81.5, (the \u201cCA Security Regs\u201d).\n2.0 SECURITY\n2.1 Contractor hereby agrees to comply with all Laws it receives from National Grid during the term of the Non-Disclosure Agreement and ensure that all subcontractors or vendors who have access to National Grid\u2019s Personal Information comply with all Laws.\n2.2 Contractor agrees to, and agrees to ensure that its subcontractors and/or vendors who have access to National Grid\u2019s Personal Information will, implement and maintain appropriate physical, technical and administrative security measures for the protection of Personal Information as required by any Law or as required by National Grid; including, but not limited to: (i) encrypting all transmitted records and files containing Personal Information that will travel across public networks, and encryption of all data containing Personal Information to be transmitted wirelessly; (ii) prohibiting the transfer of Personal Information to any portable device unless such transfer has been approved in advance; (iii) retaining Personal Information for a period no longer than is reasonably required to provide the services requested, to meet the purpose for which it was collected, or in accordance with a written retention policy or as may be required by Law; and (iv) encrypting any Personal Information to be transferred to a portable device.\n2.3 Contractor shall develop, document and implement quality assurance measures and internal controls, including implementing tools and methodologies, so that the Services outlined in the any agreements between the Parties are performed in an accurate and timely manner, in accordance with such agreement and applicable Law.\n2.4 Contractor shall: (i) maintain a strong control environment in day-to-day operations; (ii) document the processes and procedures for quality assurance and internal controls; (iii) develop and execute a process to ensure regular internal control self-assessments are performed with respect to the Services; and (iv) maintain an internal audit function sufficient to monitor the processes and systems used to provide the Services.\n2.5 Contractor shall not, directly or indirectly, divulge, disclose or communicate any Personal Information it receives from National Grid to any Person, firm, or corporation, except with the written permission of National Grid.\n2.6 All records pertaining to Personal Information received from National Grid, whether developed by National Grid or others, are and shall remain the property of National Grid.\n2.7 In addition to the above requirements, Contractor shall adopt, implement and maintain security procedures sufficient to protect Personal Information from improper access, disclosure, use, or premature destruction. Such security procedures shall be reasonably acceptable to National Grid and in compliance with all applicable Laws as they are promulgated or amended. Contractor shall maintain or adopt a written information security program (\u201cWISP\u201d) or its equivalent consistent with the MA Security Regs and the RI Security Regs, and any other applicable Laws that govern the protection of Personal Information received from National Grid or maintained on behalf of National Grid. Contractor agrees to apply the standards and requirements of the MA Security Regs and RI Security Regs to all such Personal Information, regardless of the jurisdiction in which the subject of Personal Information resides. During the term of the Non-Disclosure Agreement and for a period of seven (7) years thereafter, Contractor shall maintain, and provide for National Grid\u2019s review, at National Grid\u2019s request, (a) Contractor\u2019s WISP; and (b) other applicable security program documents, including summaries of its incident response policies, encryption standards and/or other computer security protection policies or procedures, that constitute compliance with applicable Laws. Contractor shall provide National Grid with notice of any amendments to its WISP and such policies or programs, and any new policies or programs related to information privacy and security as may be adopted by Contractor from time to time, within thirty (30) days after the adoption of any such amendment, policy or program or changes in applicable Law.\n2.8 Contractor agrees to notify National Grid promptly, but in no event later than 24 hours, after discovery of a security vulnerability, including, but not limited to, an exploitation of security vulnerabilities by third parties that have resulted in corruption, unauthorized modification, sale, rental, and/or otherwise damages to or materially alters the integrity of National Grid\u2019s Information, and shall work with National Grid to mitigate such vulnerabilities.\n2.9 Contractor shall have a process for managing both minor and major security incidents. Contractor shall notify National Grid promptly, and in no event later than five (5) days after discovery, in writing, of any unauthorized access, possession, use, destruction or disclosure of Personal Information (a \u201cSecurity Breach\u201d). Contractor shall promptly and in writing provide National Grid with full details of the Security Breach, and shall use reasonable efforts to mitigate such Security Breach and prevent a recurrence thereof. Security Breaches include, but are not limited to, a virus or worm outbreak, cyber security intrusions into systems directly responsible for supporting National Grid data and services, physical security breaches into facilities directly responsible for supporting National Grid data and services, and other directed attacks on systems directly responsible for supporting National Grid data and services. Contractor shall not be required to provide a written report of attempted security incidents. \u201cAttempted Security Incidents\u201d means, without limitation, pings and other broadcast attacks on firewall, port scans, unsuccessful log-on attempts, common denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Personal Information or other serious vulnerability to National Grid\u2019s data. In the event of a Security Breach, the parties shall cooperate to (a) mitigate and resolve any data privacy or security issues involving Personal Information, and (b) make any notifications to individuals affected by the Security Breach, and/or governmental/administrative entities as required by Law. Contractor\u2019s failure to comply with this Article 2.9 shall be considered a material breach of the Non-Disclosure Agreement, for which no cure period shall apply.\n2.10 Following a Security Breach, National Grid, or its designated agent, shall have the right, upon reasonable notice to Contractor, to complete a review of Contractor\u2019s security measures and ensure that unauthorized access to Personal Information has been eliminated.\n2.11 Contractor agrees to ensure that any subcontractor or vendor to which it provides National Grid\u2019s Information, including Personal Information received from National Grid, or to which it provides National Grid\u2019s Information and/or Personal Information created or received by Contractor on behalf of National Grid, agrees to the same restrictions and conditions set forth herein through a written contractual agreement.\n2.12 Contractor agrees that National Grid\u2019s data, including Personal Information, may not be maintained, stored, or transmitted outside of the United States of America, except for entities that are legally affiliated with Contractor or are wholly owned subsidiaries of Contractor.\n2.13 Contractor agrees that it shall be responsible for any and all acts of any subcontractors or vendors to which it allows access to National Grid Information and/or Personal Information.\n2.14 Contractor shall provide National Grid with a list of all subcontractors and vendors that will have access to National Grid\u2019s Confidential and/or Personal Information.\n2.15 Contractor understands the extremely sensitive nature of the Information, including Personal Information it receives from National Grid, and acknowledges that National Grid would suffer irreparable harm, for which damages would not be an adequate remedy, if National Grid\u2019s Personal Information were improperly disclosed. Contractor therefore agrees that National Grid shall be entitled to seek and obtain equitable relief in addition to all other remedies at law to protect its Personal Information.\n2.16 Contractor agrees that, to the fullest extent permitted by law, it shall be and remain strictly liable for the security of all Personal Information when in Contractor\u2019s possession and when being transmitted from Contractor or received by Contractor. Without limiting any other obligations under any agreement entered into between the Parties, Contractor agrees that it shall defend, indemnify and hold harmless National Grid and its Affiliates and their officers, directors, employees, agents, servants, successors and assigns, from and against any and all claims, losses, demands, liabilities, costs and other expenses (including but not limited to, reasonable attorneys\u2019 fees and costs, administrative penalties and fines, costs expended to notify individuals and/or to prevent or remedy possible identity theft, financial harm or any other claims of harm related to a breach) incurred as a result of, or arising directly out of or in connection with any acts or omissions of Contractor or any party under its control, including, but not limited to, negligent or intentional acts or omissions, resulting from a Security Breach or encryption failure in the transmission of such Personal Information, except to the extent such act or omission is caused by the sole negligence of National Grid. This provision shall survive termination of this Addendum, the Non-Disclosure Agreement and any other agreement between the Parties relevant to the Purpose.\n2.17 Contractor shall maintain or cause to be maintained sufficient insurance coverage as shall be necessary to insure Contractor and its employees, agents, Representatives and subcontractors against any and all claims or claims for damages arising under this Addendum and the Non-Disclosure Agreement and such insurance coverage shall apply to all services provided by Contractor or its Representatives, agents or subcontractors.\n2.18 When required by law, by a court or by other governmental or regulatory authorities (including, without limitation, an employment tribunal), Contractor shall provide, and formally document, a method that ensures that it can secure, preserve, and transfer digital evidence and artifacts to National Grid in a format that shall comply with such law or be admissible by such court or authority. Deviations from the documented method, either ad-hoc or permanent (e.g. due to new case law or technological advancements), must be agreed upon by the Parties in advance and must still adhere to the aforementioned format and documentation requirements.\n2.19 In the event that Contractor fails to fulfill the above obligations or in the event that such failure appears to be an imminent possibility, National Grid shall be entitled to all legal and equitable remedies afforded it by law as a result thereof and may, in addition to any and all other forms of relief, recover from the undersigned all reasonable costs and attorneys\u2019 fees encountered by it in seeking any such remedy.\n3.0 DATA SCRUBBING VERIFICATION\n3.1 Upon termination of all agreements between the Parties relevant to and in connection with the Purpose, Contractor shall return to National Grid all Personal Information or destroy such Personal Information beyond recovery and certify such destruction in writing to National Grid. Without limiting the foregoing, upon termination of all agreements between the Parties relevant to and in connection with the Purpose, Contractor shall use the best possible means to scrub, or otherwise destroy beyond recovery all electronic Personal Information in its possession, certifying such destruction in writing to National Grid\u2019s procurement agent, and providing National Grid with a written explanation of the method used for data disposal/destruction, along with a written certification that such method meets or exceeds the National Grid\u2019s data handling standards and industry best practices for the disposal/destruction of sensitive data. If such return or destruction is not feasible, Contractor shall provide to National Grid notification of the conditions that make return or destruction infeasible. Upon National Grid\u2019s written agreement that return or destruction of Personal Information is infeasible, Contractor shall extend the protections of this Addendum to such Personal Information and limit further uses and disclosures of such Personal Information to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such Personal Information.\n4.0 AUDIT\n4.1 Contractor shall, from time to time during the term of the Non-Disclosure Agreement and for a period of seven (7) years thereafter, during regular business hours and upon reasonable notice, permit National Grid or its representatives to perform audits of Contractor\u2019s facilities, equipment, books and records (electronic or otherwise), operational systems and such other audits as may be necessary to ensure: (a) Contractor\u2019s compliance with this Addendum, (b) Contractor\u2019s compliance with all applicable Law, and (c) Contractor\u2019s financial and operational viability, including but not limited to Contractor\u2019s internal controls, security policies, business resumption, continuity, recovery, and contingency plans.\n4.2 National Grid requires an annual written self-certification from Contractor based on an independent third party audit that scrutinizes and confirms the effectiveness of controls. If Contractor fails to perform its audit obligations hereunder, National Grid (or an independent third party auditor on its behalf that is subject to confidentiality obligations) may audit Contractor and subservice providers control environments and security practices relevant to services provided once in any twelve (12)-month period, with reasonable prior written notice (at least seven (7) days\u2019 notice) and under reasonable time, place and manner conditions.\n4.3 In addition to the above, National Grid may also request Contractor to participate in an audit and information disclosure in the event (a) National Grid receives any audit requests from a governmental or regulated agency, and/or (b) within 24 hours if Contractor suffers a Security Breach.\n5.0 MISCELLANEOUS\n5.1 Where applicable, if, and only with National Grid\u2019s prior consent, Contractor processes Personal Information received from National Grid from the \u201cEuropean Economic Area\u201d or \u201cEEA\u201d (as defined below) in a jurisdiction that is not an approved jurisdiction under the EEA, Contractor shall ensure that it has a legally approved mechanism in place to allow for the international data transfer prior to the transfer of any such Personal Information and Contractor will abide by the obligations under Regulation (EU) 2016/679, the General Data Protection Regulation, fair and lawful use requirements, together with any additional implementing legislation, rules or regulations that are issued by applicable supervisory authorities with respect to such Personal Information. The \u201cEEA\u201d means those countries that are members of European Free Trade Association (EFTA), and the then-current, post-accession member states of the European Union.\n5.2 Contractor agrees to cooperate fully with National Grid and to execute such further instruments, documents and agreements, and to give such further written assurances as may be reasonably requested by the other Party, to better evidence and reflect the transactions described in and contemplated by this Addendum, and to carry into effect the intents and purposes of this Addendum.\n5.3 The terms of this Addendum shall survive the termination of all agreements between the Parties related to or in connection with the Purpose for any reason.\nCEII Exhibit\nList of Contractor Representatives Authorized to Receive CEII\nSchedule A\nCERTIFICATE OF NON-DISCLOSURE\nI, the undersigned, hereby certify my understanding that the Information which includes critical energy/electric infrastructure information (\u201cCEII\u201d) is being provided to me pursuant to the terms and restrictions of the Non-Disclosure Agreement by and between National Grid and ____________ dated _________, ___ 20__ (\u201cNon-Disclosure Agreement\u201d). I also certify that I have been given a copy of that Non-Disclosure Agreement, have read its terms and conditions, and agree to be bound by, and comply with, such terms of conditions. I understand that the contents of the Information and any notes, memoranda, computer software, software documentation or any other forms of information regarding or derived from the Information shall not be disclosed to anyone other than in accordance with the Non-Disclosure Agreement and shall be used only for the Purpose as defined in the Non-Disclosure Agreement. I further certify that I will retain an executed copy of this executed Schedule A for seven (7) years from the expiration of the Non-Disclosure Agreement and will forward a signed copy of the same to my National Grid contact.\nI further acknowledge and agree that, in the event that I cease to be engaged in the Purpose, I shall continue to be bound by the terms and conditions of this Non-Disclosure Agreement.\nSignature: ______________________________\nPrint Name: _____________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 143 - ], - [ - 143, - 572 - ], - [ - 573, - 581 - ], - [ - 582, - 760 - ], - [ - 761, - 1037 - ], - [ - 1038, - 1250 - ], - [ - 1251, - 1255 - ], - [ - 1255, - 1275 - ], - [ - 1276, - 1308 - ], - [ - 1309, - 1862 - ], - [ - 1863, - 2034 - ], - [ - 2035, - 2051 - ], - [ - 2052, - 2165 - ], - [ - 2166, - 2314 - ], - [ - 2315, - 2461 - ], - [ - 2462, - 2570 - ], - [ - 2571, - 2721 - ], - [ - 2722, - 2947 - ], - [ - 2948, - 3235 - ], - [ - 3236, - 3438 - 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"spans": [ - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 58 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.nationalgridus.com/media/pdfs/bulk-energy-storage-request-for-proposals/appendix-g-nda-form.pdf" - }, - { - "id": 59, - "file_name": "buyer_profile.pdf", - "text": "BUYER\u2019S CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\n1. DEFINITIONS AND INTERPRETATION\n1.1 In this Agreement, unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them hereunder:\n1.1.1 \u201cAldes\u201d \u2013 means and includes Aldes Business Brokers Franchise Africa (Pty) Ltd (Registration Number: 2006/036900/07) and any and all of its subsidiaries, any and all of its holding companies, any other entities forming part of its group of companies and/or any and all of its franchisees from time to time, or any one of them as the context may require;\n1.1.2 \u201cBusiness/es\u201d \u2013 means such assets (whether tangible or intangible), business/es and/or entity/ies (albeit close corporations, partnerships, trusts, private companies, public companies, joint ventures, sole proprietors and/or otherwise) introduced by Aldes to the Buyer for sale (albeit as is listed for sale on the Aldes database or website or otherwise);\n1.1.3 \u201cBuyer\u201d \u2013 means the person/entity described and identified as such in the Buyer\u2019s Profile on the face of this Agreement;\n1.1.4 \u201cConfidential Information\u201d \u2013 means any and all information disclosed by Aldes, the Seller/s and/or the Business/es to the Buyer from time to time regarding, in respect of and/or related to the Business/es or Seller/s and/or for purposes of the possible acquisition of the Business/es by the Buyer;\n1.1.5 \u201cConfidential Materials\u201d \u2013 means any materials and/or documents which contain Confidential Information;\n1.1.6 \u201cSeller/s\u201d \u2013 means each of the owners, of each of the Business/es introduced by Aldes to the Buyer from time to time, independently and separately.\n1.2 In this Agreement, unless the context clearly indicates a contrary intention, words in the singular shall include the plural and vice versa, words in the masculine gender shall include the feminine and neuter gender and vice versa, and a reference to natural persons shall include created entities (corporate and unincorporated) and vice versa.\n1.3 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.\n1.4 The terms of this Agreement, having been negotiated, shall not be interpreted against the person/entity who procured its preparation and drafting, nor shall exclusion clauses contained in this Agreement be construed against the person/entity relying on same.\n1.5 This Agreement shall be governed by, construed and interpreted in accordance with the law of the Republic of South Africa.\n1.6 This Agreement constitutes a stipulatio alteri (namely, a benefit in favor of a third party which may be accepted by such third party) in favor of the Business/es and the Seller/s, the benefits of which may be accepted by them at any time.\n2. BACKGROUND\n2.1 The Buyer records that it is (and/or has been and/or will be) partaking in investigations of (and/or negotiations with) various Seller/s and/or Business/es, with a view towards potentially acquiring such Business/es. The Buyer further acknowledges that it is serious in its investigations towards potentially acquiring a Business.\n2.2 The Buyer realises that, in the course of its investigations (and/or negotiations), Aldes, the Business/es and/or the Seller/s will be required to disclose Confidential Information and/or Confidential Material to the Buyer, albeit for the purposes of assisting the Buyer in determining whether or not it wishes to acquire any Business/es or otherwise.\n2.3 The Buyer acknowledges and agrees that the sole reason for, and the sole purpose of, any disclosures of Confidential Information and/or Confidential Material by Aldes, the Business/es and/or the Seller/s is strictly limited to that stated in clauses 2.1 and 2.2 above (the \u201cPurpose\u201d).\n3. PERIOD\n3.1 This Agreement shall be taken to have commenced, notwithstanding the signature date hereof, on the earliest of:\n3.1.1 the date of signature of this agreement by the Buyer; or\n3.1.2 the date of the first meeting or correspondence between Aldes and the Buyer regarding any Business/es and/or Seller/s;\nand shall continue in perpetuity thereafter.\n4. UNDERTAKING OF CONFIDENTIALITY\n4.1 The Buyer undertakes, towards and in favour of each of Aldes, the Business/es and the Seller/s (jointly and severally), with regard to and in respect of any and all of the Confidential Information and/or Confidential Materials, that it will keep same (irrespective of how same was disclosed to the Buyer) strictly confidential and secret and that it will hold same in absolute trust and confidence.\n4.2 The Seller/s and/or the Business/es shall retain ownership of all their Confidential Information and/or Confidential Materials, which shall be deemed to be lent to the Buyer for the Purpose only.\n5. LIABILITY\n5.1 The Buyer acknowledges that it will be liable, responsible and accountable to each of Aldes, the Business/es and the Seller/s (jointly and severally) for a breach of this Agreement by itself or any of its related or inter related parties, employees, consultants, advisers and/or agents.\n6. NON-CIRCUMVENT\n6.1 The Buyer acknowledges that Aldes will be deemed and regarded (and will be) the effective cause of any transaction which may transpire and/or materialise between the Buyer and any Business/es and/or Seller/s.\n6.2 The Buyer warrants and guarantees that it will never circumvent Aldes (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly), in negotiating or concluding any transactions, arrangements and/or agreements contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Seller/s and/or Business/es. For avoidance of doubt, the Buyer will at all times act in good faith and will only transact and deal with Seller/s and/or Business/es, via the brokerage, intervention and mediation of Aldes.\n6.3 The Buyer acknowledges and agrees that Aldes is, will be and will remain entitled to receipt of its agreed brokerage commission (albeit due and payable by the Seller/s, the Business/es, the Buyer or any of them), should the Buyer (albeit directly itself or indirectly through any of its subsidiaries, holding companies, group companies, related parties and/or inter-related parties or otherwise indirectly) or anyone else the Buyer may have introduced to the Business/es and/or Seller/s, conclude any agreements and/or transactions contemplated in clauses 2.1 and/or 2.2 above with (or with regard to) any Business/es and/or Seller/s.\n7. GENERAL\n7.1 No alteration or variation to or of this Agreement shall be of any force or effect unless it is recorded in writing and signed by the Buyer and Aldes.\n7.2 Any indulgence, latitude or extension of time which may be allowed by either of Aldes, the Seller/s and/or the Business/es shall not under any circumstances be taken as preventing any of them from exercising their rights contained in this Agreement.\n8. BUYER\u2019S INFORMATION\n8.1 The Buyer notes that Aldes\u2019 decision to introduce any Business/es for sale to the Buyer (and the Seller/s and/or Business/es decision to enter into discussions with the Buyer) is, in part, based on the information presented by the Buyer under and in terms of the Buyer\u2019s Profile on the face of this Agreement. As such, the Buyer warrants and guarantees that all information presented and provided via and in terms of the Buyer\u2019s Profile was, is and will remain true, complete and accurate and that it will immediately inform Aldes should there be any change in the information provided/presented.\n9. FURTHER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS\n9.1 Aldes may from time to time, dependant on the nature, scope and extent of information to be provided to the Buyer, require that the Buyer enter into and conclude further and/or additional confidentiality and non-disclosure agreements. Should the Buyer fail and/or refuse to enter into and conclude such further agreements, Aldes may, in its sole and absolute discretion, refuse to disclose further information to the Buyer regarding any and/or all Seller/s and/or Business/es.\n9.2 It is noted and agreed that the Buyer and certain of the Seller/s and/or Business/es may from time to time enter into and conclude one or more confidentiality and/or non-disclosure agreements amongst, by and between themselves. It is noted and agreed that those agreements will be in addition to, and not in substitution of/for, this Agreement. Those Agreements will in no way, manner or form detract from, limit, terminate and/or negate any of the terms, conditions and provisions of this Agreement, unless Aldes has given its specific prior written consent to the contrary.\nDated and signed this __________ day of ______________________________________________________\nSignature: _______________________________________________________________\nName and Surname: _______________________________________________________________\nIdentity Number: _______________________________________________________________\nHe/She being duly authorised thereto for and on behalf of the Buyer\n", - "spans": [ - [ - 0, - 52 - ], - [ - 53, - 86 - ], - [ - 87, - 91 - ], - [ - 91, - 229 - ], - [ - 230, - 589 - ], - [ - 590, - 951 - ], - [ - 952, - 1078 - ], - [ - 1079, - 1382 - ], - [ - 1383, - 1492 - ], - [ - 1493, - 1646 - ], - [ - 1647, - 1651 - ], - [ - 1651, - 1995 - ], - [ - 1996, - 2000 - ], - [ - 2000, - 2358 - ], - [ - 2359, - 2363 - ], - [ - 2363, - 2621 - ], - [ - 2622, - 2626 - ], - [ - 2626, - 2748 - ], - [ - 2749, - 2753 - ], - [ - 2753, - 2992 - ], - [ - 2993, - 3006 - ], - [ - 3007, - 3011 - ], - [ - 3011, - 3228 - ], - [ - 3228, - 3341 - ], - [ - 3342, - 3346 - ], - [ - 3346, - 3697 - ], - [ - 3698, - 3702 - ], - [ - 3702, - 3986 - ], - [ - 3987, - 3996 - ], - [ - 3997, - 4001 - ], - [ - 4001, - 4112 - ], - [ - 4113, - 4175 - ], - [ - 4176, - 4300 - ], - [ - 4301, - 4345 - ], - [ - 4346, - 4379 - ], - [ - 4380, - 4384 - ], - [ - 4384, - 4782 - ], - [ - 4783, - 4787 - ], - [ - 4787, - 4982 - ], - [ - 4983, - 4995 - ], - [ - 4996, - 5000 - ], - [ - 5000, - 5286 - ], - [ - 5287, - 5304 - ], - [ - 5305, - 5309 - ], - [ - 5309, - 5517 - ], - [ - 5518, - 5522 - ], - [ - 5522, - 5951 - ], - [ - 5951, - 6142 - ], - [ - 6143, - 6147 - ], - [ - 6147, - 6781 - ], - [ - 6782, - 6792 - ], - [ - 6793, - 6797 - ], - [ - 6797, - 6947 - ], - [ - 6948, - 6952 - ], - [ - 6952, - 7201 - ], - [ - 7202, - 7224 - ], - [ - 7225, - 7229 - ], - [ - 7229, - 7539 - ], - [ - 7539, - 7825 - ], - [ - 7826, - 7882 - ], - [ - 7883, - 7887 - ], - [ - 7887, - 8122 - ], - [ - 8122, - 8363 - ], - [ - 8364, - 8368 - ], - [ - 8368, - 8596 - ], - [ - 8596, - 8713 - ], - [ - 8713, - 8943 - ], - [ - 8944, - 8984 - ], - [ - 8984, - 9038 - ], - [ - 9039, - 9050 - ], - [ - 9050, - 9113 - ], - [ - 9114, - 9132 - ], - [ - 9132, - 9195 - ], - [ - 9196, - 9213 - ], - [ - 9213, - 9276 - ], - [ - 9277, - 9344 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 38 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.aldes.co.za/buyer_profile.pdf" - }, - { - "id": 60, - "file_name": "casino-nondisclosure-agmt.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is by and between the Stockbridge-Munsee Community d.b.a. Mohican North Star Gaming and Resort located at W12180 County Road A, Bowler, WI 54416 (\u201cCasino\u201d), and _______________________________________________ with offices located at ________________________________________________________ (\u201cReceiving Party\u201d).\nWHEREAS, Casino and Receiving Party have entered into discussions to _______________________________________________ (herein after referred to as the \u201cProject\u201d) and, in the course of these discussions, Receiving Party will have access to Confidential Information (as defined below) about the Casino; and WHEREAS, the parties wish to protect such Confidential Information.\nNOW, THEREFORE, the parties agree as follows:\n1. \u201cConfidential Information\u201d means any and all confidential and/or proprietary information disclosed by the Casino to the Receiving Party, which may include without limitation: financial information, business information, marketing data, trade secrets, and other data, materials, products, plans, specifications, reports, manuals, computer software or programs, contractual relationships and other similar information delivered in any form or media.\n2. Confidential Information is disclosed to Receiving Party solely for the purpose of providing services for the Project. Receiving Party agrees to hold such Confidential Information in strict confidence. Receiving Party agrees not to use, divulge, reproduce or otherwise make available the Confidential Information other than for the purposes of the Project and to disclose it only to its officers, agents, employees, partners, and professional advisors as necessary, who shall also be bound to comply with this Agreement.\n3. Receiving Party shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no case, less than reasonable care.\n4. Receiving Party will immediately notify the Casino upon the discovery of any loss or unauthorized disclosure of the Confidential Information.\n5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (a) is publicly available at the time of disclosure; (b) becomes publicly available after disclosure through no act of the receiving party or its representatives; (c) is in the receiving party\u2019s possession free of obligation; (d) is developed by the receiving party without use of the Confidential Information or through other breach of this Agreement; (e) is disclosed to the receiving party by a third party without obligation; (e) is not identifiable as confidential; or (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (\u201cOrder\u201d), provided the receiving party (i) gives reasonable written notice to the disclosing party, (ii) gives the disclosing party a reasonable opportunity to respond to the Order, and (iii) limits disclosure to that portion of the Confidential Information required by the Order.\n6. Upon the request of Casino, Receiving Party shall immediately return all Confidential Information received in written or tangible form, including all notes, copies, or media containing such Confidential Information. Alternatively, Casino may direct Receiving Party to destroy such Confidential Information, in which case Receiving Party shall confirm such destruction in writing within twenty (20) days thereafter.\n7. Receiving Party shall not disclose any Confidential Information to any other person or entity other than as provided herein, without Casino\u2019s prior written consent. Neither party nor any of its representatives shall contact, either directly or indirectly, any governmental official, lender or other third party (other than a representative as provided herein) to discuss the Project or the business or the assets of the other party, or a potential business transaction with or concerning the other party, without first obtaining the written consent of the other party.\n8. Waiver of any provision of this Agreement must be made in writing. A waiver or breach of one provision of this Agreement does not constitute a waiver or acceptance of a breach of another provision of this Agreement.\n9. Neither party shall assign this Agreement to any third party without the prior written consent of the other party.\n10. This Agreement shall have a term of three (3) years. Receiving Party\u2019s obligations in relation to technical and personally-identifiable information shall be indefinite.\n11. The parties agree that a breach of this Agreement by the receiving party may cause irreparable damage to the Casino and hereby agree that Casino will be entitled to seek injunctive relief or other equitable relief to remedy or prevent any threatened or actual breach of this Agreement.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.\nRECEIVING PARTY: CASINO:\nBY: _____________________________ BY: _____________________________\nDATE: __________________________ DATE: __________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 201 - ], - [ - 201, - 249 - ], - [ - 249, - 273 - ], - [ - 273, - 330 - ], - [ - 330, - 350 - ], - [ - 351, - 420 - ], - [ - 420, - 468 - ], - [ - 468, - 722 - ], - [ - 723, - 768 - ], - [ - 769, - 1219 - ], - [ - 1220, - 1342 - ], - [ - 1342, - 1425 - ], - [ - 1425, - 1743 - ], - [ - 1744, - 1944 - ], - [ - 1945, - 2089 - ], - [ - 2090, - 2241 - ], - [ - 2241, - 2294 - ], - [ - 2294, - 2404 - ], - [ - 2404, - 2467 - ], - [ - 2467, - 2594 - ], - [ - 2594, - 2671 - ], - [ - 2671, - 2715 - ], - [ - 2715, - 2872 - ], - [ - 2872, - 2933 - ], - [ - 2933, - 3019 - ], - [ - 3019, - 3113 - ], - [ - 3114, - 3333 - ], - [ - 3333, - 3531 - ], - [ - 3532, - 3700 - ], - [ - 3700, - 4103 - ], - [ - 4104, - 4174 - ], - [ - 4174, - 4322 - ], - [ - 4323, - 4440 - ], - [ - 4441, - 4498 - ], - [ - 4498, - 4613 - ], - [ - 4614, - 4903 - ], - [ - 4904, - 5019 - ], - [ - 5020, - 5044 - ], - [ - 5045, - 5079 - ], - [ - 5079, - 5083 - ], - [ - 5083, - 5112 - ], - [ - 5113, - 5119 - ], - [ - 5119, - 5146 - ], - [ - 5146, - 5152 - ], - [ - 5152, - 5178 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 27 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13, - 29, - 30 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16, - 23, - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.mohican.com/mt-content/uploads/2017/07/casino-nondisclosure-agmt.pdf" - }, - { - "id": 62, - "file_name": "ceii-and-nda.pdf", - "text": "CRITICAL ENERGY INFRASTRUCTURE INFORMATION\nNON-DISCLOSURE AGREEMENT\nIndividual Receiving Party: Name:_____________________________________________________ Mailing Address:____________________________________________ _____________________________________________\nEmail Address:______________________________________________\nTelephone Number:__________________________________________\nCompany Receiving Party: Full Company Name:_________________________________________\nState of Organization:_________________________________________\nContact Person:______________________________________________\nMailing Address:____________________________________________ _____________________________________________\nEmail Address:______________________________________________\nTelephone Number:__________________________________________\nThe individual or company specified above (\"Receiving Party\"), Dominion Energy South Carolina, Inc., a corporation organized and existing under the laws of the state of South Carolina and located at 220 Operation Way, Cayce, SC 29033, on behalf of itself, its corporate parent Dominion Energy and its corporate affiliate Dominion Energy South Carolina, Inc. Transmission (collectively, \"DESC\"), and South Carolina Public Service Authority (\"Santee Cooper\"), a state-owned electric and water utility organized and existing under the laws of the state of South Carolina and located at 1 Riverwood Dr., Monks Corner, SC 29461 (each of DESC and Santee Cooper, a \"Disclosing Party\" and DESC and Santee Cooper collectively, the \"Disclosing Parties\"), enter into this Non-Disclosure Agreement (\"Agreement\") as of _________________________ (\"Effective Date\").\nBackground. The Disclosing Parties may, in their discretion, provide the Receiving Party information related to their confidential and critical energy infrastructure information.\nNOW, THEREFORE, in consideration of the mutual promises and covenants made herein, and with the intent to be legally bound hereby, the Receiving Party agrees as follows:\n1. Confidential Information. The term \"Confidential Information\" means all written, electronic, printed or other materials disclosed by the Disclosing Parties, and all information ascertained through discussions with the Disclosing Parties, concerning the planning process. Confidential Information shall include, but is not limited to, all analyses, compilations, forecasts, studies, models, \"base cases\", plans, procedures, calculations, reports or other documents prepared by the Disclosing Parties that may contain or reflect such information.\n2. Critical Energy Infrastructure Information. The term \"Critical Energy Infrastructure Information\" or \"CEII\" as used in this Agreement refers to the official definition provided in 18 C.F.R. \u00a7 388.113(c)(1). CEII shall be protected under the terms of this Agreement. For purposes of this Agreement, CEII shall also include any information which may be described as non-public transmission information including, but not limited to, the following: maps, charts, and diagrams, including location, longitude and latitude for either or both of the Disclosing Parties' electric systems; and system studies including flow studies, models, \"base cases\" and system planning for either or both of the Disclosing Parties. All CEII is also Confidential Information. Given the sensitive nature of CEII, the Receiving Party has a higher duty of care to maintain the confidentiality of this information.\n3. Disclosure and Use of Confidential Information.\nThe Receiving Party shall use the Confidential Information solely for the purpose of its internal evaluation. The Receiving Party shall not make any other use, in whole or in part, of any such Confidential Information without the prior written consent of the respective Disclosing Party.\nThe Receiving Party agrees that, in complying with its confidentiality obligations under this Agreement, it shall exercise the same care used to protect its own confidential proprietary information, but no less than reasonable care, to prevent the disclosure and to protect the confidentiality of the Confidential Information. If the Receiving Party is an individual, the Receiving Party may not disclose any Confidential information to any person or entity without the Disclosing Parties' prior written consent in each instance. If the Receiving Party is a company, the Receiving Party may disclose Confidential Information (i) to the Receiving Party's directors, officers and employees (collectively, \"Representatives\"), in each case only to the extent reasonably necessary for the Receiving Party's internal use and only after informing each Representative of the restrictions in this Agreement on the disclosure and use of the Confidential Information and that he or she must comply with such restrictions, and (ii) to any other person or entity only with the Disclosing Parties' prior written consent in each instance. The Receiving Party agrees to take all reasonable steps to cause its Representatives to comply with the terms of this Agreement and to be responsible for any breach of this Agreement by any Representative.\nThe Receiving Party shall keep all Confidential Information strictly confidential and shall not, without the respective Disclosing Party's prior written consent in each instance, disclose Confidential Information or any reports, work product or other documents containing any Confidential Information to any third party, firm, corporation or entity.\nExcept as may be required by applicable law, without the prior written consent of the respective Disclosing Party, the Receiving Party shall not: (a) confirm or deny any statement made by a third party regarding Confidential Information and/or CEII/CII; (b) disclose to any person the fact that Confidential Information and/or CEII/CII have been made available to it; (c) confirm that any investigations, discussions or negotiations are taking place; or (d) disclose any of the terms or conditions with respect to same. If any such actions are required by applicable law, the Receiving Party shall comply with the requirements of Section 5 below.\n4. Additional Provisions Relating to Disclosure and Use of CEII.\nThe Receiving Party shall not use CEII, in whole or in part, for any purpose other than that for which the CEII was specifically provided, without the prior written consent of the respective Disclosing Party. The Receiving Party may make copies of CEII, but such copies become CEII and subject to these same terms and conditions. The Receiving Party shall not knowingly use CEII for an illegal or non-legitimate purpose. The Receiving Party agrees that, in complying with its obligations under this Agreement, it shall employ an enhanced standard of care in order to prevent the disclosure and to protect the confidentiality of the CEII. The Receiving Party shall maintain CEII in a secure manner and place and shall be responsible for ensuring that its Representatives who receive CEII do the same.\nThe Receiving Party shall not, without the respective Disclosing Party's prior written consent in each instance, disclose CEII or any reports, work product or other documents containing any CEII to any third party, firm, corporation or entity. The Receiving Party may disclose CEII (i) only to its Representatives who have properly executed individual non-disclosure or confidentiality agreements in the course of their employment specifically pertaining to confidential information and CEII they receive in the course of their employment and (ii) only after informing each Representative of the restrictions in this Agreement on the disclosure and use of the CEII and that he or she must comply with such restrictions.. Further, such disclosure must be limited to the extent that it is reasonably necessary to evaluate the subject matter of the requested materials. The Receiving Party agrees to take all reasonable steps to cause its Representatives to comply with the terms of this Agreement and to be responsible for any breach of this Agreement by any Representative. The Receiving Party shall not disclose any CEII to any of its Representatives who have been convicted of any felony.\nExcept as allowed under Section 5, Required Disclosure, the Receiving Party shall not submit CEII obtained from the Disclosing Parties to any government agency for any reason without first obtaining written permission from the respective Disclosing Party, and then fully complying with the requirements of 18 C.F.R. \u00a7\u00a7 388.112, 113 for requesting special treatment of the CEII.\n5. Required Disclosure. In the event that the Receiving Party is requested or required by depositions, interrogatories, requests for information or documents, subpoena, civil investigation, demand or similar process (i) to disclose any CEII or other Confidential Information received pursuant to this Agreement, (ii) to disclose any discussions pertaining thereto, or (iii) to take any other action described in the last paragraph of Section 3 above, the Receiving Party shall provide to the relevant Disclosing Parties prompt written notice of such request(s) and shall use reasonable efforts to resist disclosure until an appropriate protective order may be sought. If, in the absence of a protective order, Receiving Party is nonetheless, in the written opinion of its counsel, legally required to disclose CEII or other Confidential Information received pursuant to this Agreement, then, in such event Receiving Party may disclose such information after the Receiving Party gives the Disclosing Party written notice of the proposed disclosure and a reasonable opportunity to review the proposed disclosure.\n6. Return of Documents and Destruction of Electronically Stored Information. Disclosing Parties may elect at any time to terminate further use of or access to the CEII. In such case, the Receiving Party shall return any and all CEII upon the Disclosing Party's written re(cid:84)uest, including all hardcopy originals, copies, translations, notes, reports, schematics, flowcharts, e-mails, tape recordings, or any other form of said material, without retaining any copy or duplicate supplement thereof and shall promptly destroy any and all written, printed or other material or information derived from the Confidential Information. The Receiving Party shall provide attested certification from an authorized representative confirming such return and destruction \"provided however, Receiving Party may retain one (1) copy of such documentation in its secure legal files for the sole purpose of administering its obligations under this agreement, as well as copies of electronically exchanged Confidential Information that are made as a matter of routine information technology back-up, which copies shall continue to be kept confidential in accordance with the terms and conditions of this Agreement.\"\n7. Survival of Obligations. Regardless of any termination of any business relationship between the Parties, the obligations and commitments established by this Agreement shall remain in full force and effect.\n8. Nature of Information; Injunctive Relief. The Receiving Party hereby accepts the representations of Disclosing Parties that the CEII disclosed pursuant to this Agreement is of a special, unique, extraordinary, and intellectual character and that money damages would not be a sufficient remedy for any breach of this Agreement by the Receiving Party or its representatives and that specific performance and injunctive or other equitable remedies for any such breach shall be available to it. If there is a breach, then Disclosing Parties shall be entitled, in addition to all other rights and remedies which they may have at law or in equity, to seek to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach. The Receiving Party also acknowledges that the interests of Disclosing Parties in such CEII may be irreparably injured by disclosure. The remedy stated above may be pursued in addition to any other remedies applicable at law or equity for breach of this Agreement. The existence of any claim or cause of action which either party may have against the other shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement.\n9. Governing Law. The validity and interpretation of this Agreement and the legal relations of the Receiving Party and Disclosing Parties to it shall be governed by the laws of the State of South Carolina, excluding its conflict of laws principles. Any action arising out of the performance of this Agreement must be filed and resolved exclusively in a state or federal court or tribunal sitting in the State of South Carolina. The parties consent and submit to the jurisdiction and venue of those courts and tribunals.\n10. No Other Agreement. The Receiving Party expressly understands that this Agreement is not and shall not be construed as any form of a letter of intent or agreement to enter into any type of transaction. This agreement is to evidence the Receiving Party's agreement to maintain the confidentiality of the Confidential Information/CEII disclosed to it by Disclosing Parties, and shall not constitute any commitment or obligation on the part of either Party to enter into any specific contractual arrangement of any nature whatsoever.\n11. No Representation or Warranties. With respect to any information, including but not limited to CEII, which either Disclosing Party furnishes or otherwise disclose to Receiving Party, the Receiving Party understands and agrees that that Disclosing Party does not make any representations or warranties as to the accuracy, completeness or fitness for a particular purpose thereof. Neither this Agreement, nor the disclosure of CEII hereunder, shall be construed in any way as granting any license or rights to any information or data now or hereafter owned or controlled by Disclosing Parties to Receiving Party and all such Confidential Information/CEII shall remain the property of Disclosing Parties.\n12. Right to Execute. The undersigned representative signing below affirms and warrants that he/she has all right and duly delegated authority to bind the entity to the terms and conditions set forth in this Agreement.\n13. Assignment. Neither this Agreement nor any rights or obligations under it shall be assigned or delegated, and any purported assignment shall be void.\n14. No Waiver. No failure or delay by either Disclosing Parties or Receiving Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.\n15. Survival. This Agreement shall survive indefinitely and shall not be affected by the performance, termination or expiration of any other obligations or agreements between the Disclosing Parties and Receiving Party.\n16. Notices. Any notice required or permitted under this Agreement must be in writing and must be delivered by FedEx or another nationally recognized overnight delivery service or by U.S. certified mail, return receipt requested, to the respective addresses of the parties listed above, or such other addresses of which a party gives the other party written notice in accordance with this Section 16.\n17. Entire Agreement. This Agreement contains the entire agreement between the Disclosing Parties and Receiving Party concerning the subject matter hereof, and supersedes all prior discussions and agreements with respect to the subject matter hereof, and no modifications of this Agreement or waiver of the terms and conditions hereof will be binding, unless approved in writing by the Disclosing Parties and the Receiving Party. E-mail is expressly excluded as a form of amendment.\nIN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date.\nReceiving Party (if an individual)\nSignature: _____________________________\nPrint Name: ______________________________\nReceiving Party (if a company)\nPrint Name of Company:_____________________________________\nBy:_____________________________________\nPrint Name:_______________________________\nTitle:____________________________________\nDisclosing Parties\nDominion Energy South Carolina, Inc. on behalf of itself, Dominion Energy and DESC Transmission\nBy:_________________________________________\nTitle:_______________________________________\nSouth Carolina Public Service Authority\nBy:_________________________________________\nTitle:_______________________________________\n", - "spans": [ - [ - 0, - 42 - ], - [ - 43, - 67 - ], - [ - 68, - 96 - ], - [ - 96, - 155 - ], - [ - 155, - 169 - ], - [ - 169, - 216 - ], - [ - 216, - 261 - ], - [ - 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DEFINED TERMS\n1.1 In this Agreement, the following definitions shall apply:\nAgreement means this Non-Disclosure Agreement for Project Proposals.\nConfidential Information means all information relating to the Project or the Contractor\u2019s proposal for the Project and all information relating to the nature of either Party\u2019s business, affairs or trade secrets, which either Party directly or indirectly receives or acquires from the other Party, or the other Party\u2019s representative, either in writing or verbally (but in the case of verbal information, only that which is reduced to writing by the Disclosing Party and delivered to the Receiving Party within 10 days of the verbal disclosure), or through observation of the Project, except information falling into any one or more of the following categories:\n(a) information which the Receiving Party can show was in its possession on a non-confidential basis before receipt of the information from the Disclosing Party;\n(b) information which is lawfully in the public domain at the time of the Receiving Party\u2019s receipt of the information from the Disclosing Party, but not including the Company\u2019s request for proposals for the Project;\n(c) information which, after the Receiving Party\u2019s receipt of the information from the Disclosing Party, becomes part of the public domain through no act of the Receiving Party or of any third party under an obligation of confidence with respect to such information, but only after such information becomes part of the public domain; or\n(d) information which, after receipt of the information by the Receiving Party, is lawfully obtained by the Receiving Party from a third party, but only after such information is so received, and provided such third party is under no obligation of confidence with respect to such information.\nDisclosing Party means the Party disclosing Confidential Information.\nEffective Date means the date on which this Agreement is deemed to be effective, as first written above.\nInitial Term means the 1 year period commencing on the Effective Date and expiring at 11:59 pm. on _____________, 20__.\nParty means either the Company or Contractor and Parties means both of them.\nPermitted Purpose means the purpose for which the Confidential Information is disclosed by the Disclosing Party to the Receiving Party and which is more particularly described as:\n(i) responding to the Company\u2019s request for proposals for the Project, in the case of the Contractor;\n(ii) assessing the Contractor\u2019s proposal, in the case of the Company; and\n(iii) if applicable, negotiation by the Parties of a definitive agreement related to the Project.\nPermitted Recipients means those persons who have a need to know the Confidential Information for the Permitted Purpose and who are officers, directors, employees, agents or contractors (at any level) of the Receiving Party or its affiliates, or anyone else for whom the Receiving Party takes responsibility for under this Agreement.\nProject means the Company\u2019s project in relation to which it is seeking proposals for performance of work or services or the provision of materials or equipment.\nReceiving Party means the Party receiving Confidential Information from the Disclosing Party.\n2. PERMITTED PURPOSE\n2.1 The Company and the Contractor believe it is in their mutual best interest to disclose information to support the Permitted Purpose. Either Party may disclose Confidential Information to the other for the Permitted Purpose, which disclosure will be governed by the Agreement.\n3. PROTECTION\n3.1 Except as expressly permitted by this Agreement, the Receiving Party shall not disclose the Disclosing Party\u2019s Confidential Information and shall use reasonable care, which is at least the same degree of care that the Receiving Party ordinarily uses with respect to its own proprietary information, in relation to the use, transmittal and storage of the Disclosing Party\u2019s Confidential Information.\n3.2 The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose other than the Permitted Purpose and, subject to section 3.3, shall limit the disclosure of the Confidential Information of the Disclosing Party to Permitted Recipients.\n3.3 The Receiving Party shall not make any copies, reproductions or abstracts of the Confidential Information of the Disclosing Party except as specifically may be required for the Permitted Purpose. All copies, reproductions and abstracts of the Confidential Information shall also be deemed to be Confidential Information of the Disclosing Party to the same extent as any originals.\n3.4 Before disclosing any Confidential Information of the Disclosing Party to the Permitted Recipients, the Receiving Party shall identify to the Permitted Recipients that it is the Disclosing Party\u2019s Confidential Information and is subject to disclosure and usage restrictions, and shall ensure that the Permitted Recipients have:\n(a) executed Appendix A \u2013 Permitted Recipient\u2019s Acknowledgement; or\n(b) are bound in writing by confidentiality terms, policies or procedures no less restrictive than those in this Agreement.\n3.5 The Receiving Party will be responsible for any breach of this Agreement by the Permitted Recipients.\n3.6 Confidential Information shall be used and stored in secure locations that are not accessible to the personnel who are not Permitted Recipients.\n3.7 The Receiving Party shall immediately notify the Disclosing Party, in writing, upon the earlier of knowing of any application to obtain any disclosure order or of any disclosure order being granted which would require disclosure of any part or all of the Confidential Information. The Receiving Party shall cooperate reasonably with the Disclosing Party, at the Disclosing Party\u2019s expense, in challenging the disclosure order or obtaining a protective order. The Receiving Party will disclose only that portion of the Confidential Information which is required by such disclosure order.\n4. RELATIONSHIP OF THE PARTIES\n4.1 This Agreement is not intended to and does not obligate either Party:\n(a) to disclose any specific Confidential Information; or\n(b) to enter into any subsequent business arrangements regarding the Permitted Purpose or any other matter.\n4.2 This Agreement does not create any exclusivity between the Parties; each Party remains free to negotiate and enter into any agreement with any third party covering all or any part of the Permitted Purpose without any liability to the other Party under this Agreement.\n4.3 No joint venture, partnership or other fiduciary relationship shall be deemed to exist or arise between the Parties as a result of this Agreement or exchanging Confidential Information.\n5. TERM AND RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION\n5.1 This Agreement shall govern all disclosures of Confidential Information made during the Initial Term.\n5.2 Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret.\n5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation:\n(a) return to the Disclosing Party or destroy all of the Disclosing Party\u2019s original tangible Confidential Information, together with all tangible copies and reproductions;\n(b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party;\n(c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party\u2019s archiving practices or policies with the same degree of care as it would its own Confidential Information; and\n(d) retain electronic Confidential Information described in subsection 5.3(c) only for the period it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed.\n5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement.\n5.5 Upon request of the Disclosing Party, the Receiving Party shall certify in writing to the Disclosing Party that it has complied with section 5.3.\n6. REMEDIES\n6.1 Each Party acknowledges that monetary damages would be inadequate to protect the other Party against any actual or threatened breach of this Agreement, and, without prejudice to any other rights and remedies otherwise available to the other Party, agrees to the granting of injunctive relief in favour of the other Party without proof of actual damages.\n6.2 The Receiving Party shall indemnify the Disclosing Party against any loss or damage suffered by the Disclosing Party as a result of the failure of the Receiving Party or such other persons who are disclosed Confidential Information under this Agreement to comply with the terms of this Agreement.\n7. COSTS AND EXPENSES\n7.1 Each Party shall pay its own costs and expenses incurred in connection with this Agreement.\n8. NOTICES\n8.1 All notices required pursuant to this Agreement shall be in writing delivered by personal service or commercial carrier to:\nIf to Company: If to Contractor:\n8.2 Should either Party change its address while the Agreement is in effect, it is the obligation of that Party to provide notice to the other Party, in writing, of its new address and the date the new address is effective prior to changing its address.\n9. GENERAL PROVISIONS\n9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it.\n9.2 This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any kind that the other Party may possess.\n9.3 Neither Party's failure or delay in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.\n9.4 Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, or otherwise dispose of any right, title or interest in all or part of this Agreement, including assignment by operation of law or otherwise, without such consent. Either Party may grant or withhold consent in its sole discretion. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of any permitted successor of either Party.\n9.5 To the extent that any statute, regulation or other legislation applies to the Confidential Information, the Parties shall comply with same.\n9.6 If any provision of this Agreement is held to be invalid, void, or unenforceable by any court of competent jurisdiction, that holding shall not affect the validity or enforceability of the remaining provisions of this Agreement.\n9.7 This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements and conduct, whether written or oral.\n9.8 This Agreement shall be governed by and interpreted under the laws of the Province of Alberta and the Parties consent to the exclusive jurisdiction of the courts of the Province of Alberta for all disputes arising out of this Agreement.\n9.9 This Agreement shall only be amended in writing and signed by authorised representatives of both Parties.\nThis Agreement has been executed by the duly authorised representatives of the Parties, effective as of the Effective Date and may be executed and delivered electronically and in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.\nCOMPANY CONTRACTOR\nBy: By:\nPrinted Name: Printed Name:\nTitle: Title:\nAppendix A \u2013 Permitted Recipient\u2019s Acknowledgement\nI _______________________________ [name], am _______________________________ [position] with _______________________________ [Company or Contractor] and have read and understood the attached Non-Disclosure Agreement for Project Proposals (the \u201cAgreement\u201d).\nI acknowledge that I am one of the individuals defined in the Agreement as a Permitted Recipient of Confidential Information.\nI agree to be bound by the same obligations of confidentiality that bind the Company and the Contractor. 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"spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 67, - 73 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 68, - 72, - 73 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 41 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 39 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.coaa.ab.ca/COAA-Library/CON-NDA-PTL-01-2012-v1%20Non-Disclosure%20Agreement%20and%20Checklist.pdf" - }, - { - "id": 66, - "file_name": "Clause-de-non-divulgation.pdf", - "text": "ANNEX 2 - Non Disclosure Agreement\nDate:\nTHIS AGREEMENT IS ENTERED INTO BY AND BETWEEN:\nDEFTA Group\nA compagny having its registered office at MEAUX Val d'Europe 77701\n Immeuble Le Galil\u00e9e, 10 Rue de la Fontaine Rouge. Val d'Europe - Marne La Vall\u00e9e - 77701\nRepresented by Jean-Fran\u00e7ois KER RAULT\nGroup Purchasing Director\nHereinafter called \"Buyer\"\nAND\nVWX\nA company having its registered office at YYY\nRepresented by YYY\nits YYY\nHereinafter called \"Supplier\"\nBuyer and the Supplier are together hereinafter referred to as \"Parties\", and individually \"Party\".\nWITNESSES\nWHEREAS, the Parties wish to pursue exploratory discussions concerning possible collaborations between them in relation to project XXX.\nWHEREAS, during the performance of this Purchasing Frame Contract, it will become necessary for the Parties hereto to disclose to each other certain technical, financial or business information of a proprietary or confidential nature, hereinafter referred to as \u201cProprietary Information\u201d; and\nWHEREAS, the Parties hereto are willing to provide for the conditions of such disclosure of Proprietary Information and the rules governing the use and the protection there of;\nNOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:\n1. As used in this Agreement the term \"Proprietary Information\" shall mean any information or data disclosed by any Party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitation any written or printed documents (plans, drawings, photographs, etc\u2026), samples prototypes, models, technology, know-how, specifications, software, commercial or financial information or any means of disclosing such Proprietary Information that each Party may elect to use during the life of this Agreement.\n2. Nothing in this Agreement may be construed as compelling any Party hereto to disclose any Proprietary Information to the other, or to enter into any further contractual relationships.\n3. Each Party, to the extent of its right to do so, shall disclose to the other Party the Proprietary Information which are appropriate to fulfil the objectives of this Agreement as set up in the recitals. The Parties hereby represent that the disclosure of Proprietary Information by and between themselves is not contrary to the laws and regulations of their respective countries.\n4. The receiving Party hereby covenants that, during the validity period of this Agreement and for a period of five (5) years after its end or its termination, the Proprietary Information received from the disclosing Party shall:\n(a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case any less than reasonable care,\n(b) be only disclosed to and used by those persons who have a need to know and solely for the purpose specified in this Agreement, within the receiving Party's organisation and to its professional advisors, provided that in this latter case the disclosing Party so notifies the other Party and obtains the authorization from the other Party to make such disclosure, such authorization not being unreasonably withheld, and provided that such advisor(s) agree(s) to be bound by the terms and conditions of this Agreement. (Buyer shall be entitled to freely disclose such information to its affiliated companies, to its co -contractors for a project and to its final customer).\n(c) not be used in whole or in part for any purpose other than the purpose of this Agreement as specified in the preamble and for the Project above without the prior written consent of the disclosing Party,\n(d) neither be disclosed nor caused to be disclosed whether directly or indirectly to any third Party or persons other than those mentioned in subparagraph b) or the Buyer Clients or its co -contractors for the Project,\n(e) neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized in writing by the disclosing Party.\n5. Any Proprietary Information and copies thereof disclosed by either Party to the other shall remain the property of the disclosing Party and shall be returned by the receiving Party immediately upon request.\nThe above provisions shall not apply to the Proprietary Information disclosed by the Supplier to the Buyer and which fall under clause 12.2 of the General Purchase Conditions.\n6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove:\n(a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or\n(b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or\n(c) has been lawfully received from a third party without restrictions or breach of this Agreement, or\n(d) has been or is published without violation of this Agreement, or\n(e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or\n(f) is approved for release or use by written authorization of the disclosing Party.\n8. Except as provided under clause 12.2 of the General Purchase Conditions, it is expressly understood and agreed by the Parties hereto that the disclosure and provision of Proprietary Information under this Agreement by a Party to the other Party shall not be construed as granting to the receiving Party under the laws of any country any rights whether expressed or implied by licenceor otherwise on the matters, inventions or discoveries to which such Proprietary Information pertains or any copyright, trademark or trade secret rights.\nThe property in all information and/or data disclosed by the Buyer to the Supplier pursuant to this Agreement shall subject to any right of any other owner, rest with the Buyer.\n9. This Agreement shall enter into force on the date of its signature and shall be valid for a term of 5(five) years.\n10. The execution, existence and performance of this Agreement shall be kept confidential by the Parties hereto and shall not be disclosed by either Party without the prior written consent of the other.\n11. The end or termination of this Agreement shall not relieve the receiving Party of complying with the obligations imposed by paragraph 4 thereof with respect to the use and protection of the Proprietary Information received prior to the date of termination or end of this Agreement. Such obligations shall continue for the period applicable as set forth in said paragraph.\n12. This Contract shall be governed by Buyer country laws and its appropriate courts of Paris. It is expressly agreed that if any dispute should arise, the competent jurisdiction of Paris in France shall be the sole competent jurisdiction.\n13. The effective date of this Agreement shall be the date on which it is executed by all Parties hereto.\nIN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorised officers or representatives.\nFOR SUPPLIER\nName\nTitle\nSignature\nFOR BUYER\nName:\nTitle:\nSignature\n", - "spans": [ - [ - 0, - 25 - ], - [ - 25, - 34 - ], - [ - 35, - 40 - ], - [ - 41, - 87 - ], - [ - 88, - 99 - ], - [ - 100, - 167 - ], - [ - 168, - 169 - ], - [ - 169, - 219 - ], - [ - 219, - 257 - ], - [ - 258, - 287 - ], - [ - 287, - 296 - ], - [ - 297, - 322 - ], - [ - 323, - 349 - ], - [ - 350, - 353 - ], - [ - 354, - 357 - ], - [ - 358, - 403 - ], - [ - 404, - 422 - ], - [ - 423, - 430 - ], - [ - 431, - 460 - ], - [ - 461, - 560 - ], - [ - 561, - 570 - ], - [ - 571, - 706 - ], - [ - 707, - 999 - ], - [ - 1000, - 1176 - ], - [ - 1177, - 1222 - ], - [ - 1223, - 1802 - ], - [ - 1803, - 1989 - ], - [ - 1990, - 2196 - ], - [ - 2196, - 2372 - ], - [ - 2373, - 2602 - ], - [ - 2603, - 2852 - ], - [ - 2853, - 3373 - ], - [ - 3373, - 3527 - ], - [ - 3528, - 3734 - ], - [ - 3735, - 3891 - ], - [ - 3891, - 3954 - ], - [ - 3955, - 4159 - ], - [ - 4160, - 4369 - ], - [ - 4370, - 4545 - ], - [ - 4546, - 4718 - ], - [ - 4719, - 4865 - ], - [ - 4866, - 4988 - ], - [ - 4989, - 5091 - ], - [ - 5092, - 5160 - ], - [ - 5161, - 5316 - ], - [ - 5317, - 5401 - ], - [ - 5402, - 5941 - ], - [ - 5942, - 6119 - ], - [ - 6120, - 6237 - ], - [ - 6238, - 6440 - ], - [ - 6441, - 6727 - ], - [ - 6727, - 6816 - ], - [ - 6817, - 6912 - ], - [ - 6912, - 7056 - ], - [ - 7057, - 7162 - ], - [ - 7163, - 7302 - ], - [ - 7303, - 7315 - ], - [ - 7316, - 7320 - ], - [ - 7321, - 7326 - ], - [ - 7327, - 7336 - ], - [ - 7337, - 7346 - ], - [ - 7347, - 7352 - ], - [ - 7353, - 7359 - ], - [ - 7360, - 7369 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 46, - 47 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 49 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 50, - 51 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 39, - 44 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 29, - 31 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 29, - 36 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 39, - 42 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 29, - 31 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 29, - 33 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://defta.eu/wp-content/uploads/2015/05/Clause-de-non-divulgation.pdf" - }, - { - "id": 67, - "file_name": "ConfidNonDisclosureAgree.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement, made this ____ day of ___________, 2009, between _________________________, (hereinafter \u201cDisclosing Party\u201d), and _________________________(hereinafter \u201cReceiving Party\u201d).\nBACKGROUND\nThe Disclosing Party and Receiving Party wish to discuss and exchange certain items and information (the \u201cInvention\u201d) which the parties hereto consider highly confidential and proprietary.\nNOW THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agree as follows:\n1. DEFINITIONS\n1.1 \u201cInvention\u201d, the Pipeline Piranha Invention, Patent Pending #103573330A, shall mean all information relating to products, applications, systems, components, technologies and business topics. Including but not limited to prototypes, drawings, data, trade secrets and intellectual property relating to the \u201cPatent Pending\u201d invention named Pipeline Piranha.\n1.2 \u201cConfidential Information\u201d shall mean all information provided by Disclosing Party with respect to the Invention regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents. Confidential Information shall also include all information related to the Invention provided by Disclosing Party to Receiving Party prior to the signing of this agreement. Confidential Information shall not include any information in the public domain at the time of the disclosure, or subsequently comes within the public domain without fault of the Receiving Party.\n2. USE OF CONFIDENTIAL INFORMATION\nThe Receiving Party agrees to:\n(a) Receive and maintain the Confidential Information in confidence;\n(b) Examine the Confidential Information at its own expense;\n(c) Not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party;\n(d) Not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party;\n(e) Limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it;\n(f) Not use or utilize the Confidential Information without the express written consent of Disclosing Party;\n(g) Not use the Confidential Information or any part thereof as a basis for the\ndesign or creation of any method, system, apparatus or device similar to any method, system, apparatus or device embodied in the Confidential Information unless expressly authorized in writing by Disclosing Party; and\n(h) Utilize the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.\n3. RETURN OF CONFIDENTIAL INFORMATION\nAll information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies.\n4. NON-ASSIGNABLE\nThis agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.\n5. GOVERNING LAW\nThis agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State\nof Oregon, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.\n6. NO LICENSE\nNeither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right.\n7. BINDING NATURE OF AGREEMENT\nThis agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.\n8. PROVISIONS SEPARABLE\nThe provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.\n9. ENTIRE AGREEMENT\nThis agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon either party unless reduced in writing and signed by them.\n10. ARBITRATION\nAny controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be resolved by arbitration conducted by the Commercial Division of the American Arbitration Association and in accordance with the rules thereof, or in any other convenient forum agreed to in writing by the parties. Any arbitration award shall be final and binding, and judgment upon the award rendered pursuant to such arbitration may be entered in any court of proper jurisdiction. Notwithstanding the foregoing, either party may seek and obtain temporary injunctive relief from any court of competent jurisdiction against any improper disclosure of the Confidential Information.\nIN WITNESS OF THEIR AGREEMENT, the parties have set their hands to it below effective the day and year first written above.\nDisclosing Party Receiving Party\nBy:__________________________________ By:_______________________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 110 - ], - [ - 110, - 232 - ], - [ - 233, - 243 - ], - [ - 244, - 432 - ], - [ - 433, - 596 - ], - [ - 597, - 611 - ], - [ - 612, - 807 - ], - [ - 807, - 970 - ], - [ - 971, - 1292 - ], - [ - 1292, - 1465 - ], - [ - 1465, - 1660 - ], - [ - 1661, - 1695 - ], - [ - 1696, - 1726 - ], - [ - 1727, - 1795 - ], - [ - 1796, - 1856 - ], - [ - 1857, - 1980 - ], - [ - 1981, - 2178 - ], - [ - 2179, - 2463 - ], - [ - 2464, - 2572 - ], - [ - 2573, - 2652 - ], - [ - 2653, - 2870 - ], - [ - 2871, - 3006 - ], - [ - 3007, - 3044 - ], - [ - 3045, - 3145 - ], - [ - 3145, - 3281 - ], - [ - 3281, - 3556 - ], - [ - 3557, - 3574 - ], - [ - 3575, - 3703 - ], - [ - 3703, - 3809 - ], - [ - 3810, - 3826 - ], - [ - 3827, - 4084 - ], - [ - 4085, - 4297 - ], - [ - 4298, - 4311 - ], - [ - 4312, - 4576 - ], - [ - 4577, - 4607 - ], - [ - 4608, - 4769 - ], - [ - 4770, - 4793 - ], - [ - 4794, - 5071 - ], - [ - 5072, - 5091 - ], - [ - 5092, - 5342 - ], - [ - 5342, - 5496 - ], - [ - 5497, - 5512 - ], - [ - 5513, - 5829 - ], - [ - 5829, - 5997 - ], - [ - 5997, - 6194 - ], - [ - 6195, - 6318 - ], - [ - 6319, - 6351 - ], - [ - 6352, - 6390 - ], - [ - 6390, - 6424 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24, - 34 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9, - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 13, - 17 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 13, - 16 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.rvss.us/content/files/ConfidNonDisclosureAgree.pdf" - }, - { - "id": 68, - "file_name": "Confidentiality%20Agreement.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT made effective as of the __ day of _______________, 2016.\nBETWEEN:\nFTI CONSULTING CANADA INC., in its capacity as receiver and manager (the \"Receiver\") of Phenomenome Discoveries Inc. and Phenomenome Laboratory Services Inc. (collectively \"Phenomenome\" or the \"Company\"), and not in its personal or corporate capacity,\n- and -\n______________________________________ (the \"Recipient\")\nWHEREAS:\nA. The Receiver was appointed, pursuant to an Order (the \"Receivership Order\") of the Honourable Justice B.J. Scherman of the Court of Queen's Bench of Saskatchewan on February 25, 2016;\nB. The Recipient is desirous of evaluating a possible transaction(s) (the \"Transaction\") with or involving the assets of the Company and, more particularly, the sale of some or all of the assets, properties and undertakings (the \"Assets\") of the Company and, as such, has obtained and/or will from time to time hereafter obtain, certain information relating to the assets, undertaking, properties and business of the Company;\nC. The Receiver is willing to make certain Confidential Information available to the Recipient for the sole purpose of permitting the Recipient to consider, evaluate, and if a Transaction proceeds, implement a Transaction (the \"Permitted Purpose\") all subject to the terms and conditions of this Agreement (as defined below);\nD. As a pre-condition to the Receiver, its representatives or agents providing information concerning the Company and the Assets to the Recipient, the Receiver requires, and the Recipient has agreed, to execute and deliver to the Receiver, a confidentiality agreement in form and substance satisfactory to the Receiver;\nNOW, THEREFORE, in consideration of these premises, and other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the Recipient covenants and agrees with the Receiver as follows:\n1. Definitions\n(a) \"Affiliate\" means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person and, for this purpose, \"control\" (including \"controlled by\" and \"under common control with\"), shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise;\n(b) \"Confidential Information\" means:\n(i) all data and information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, that the Receiver or any of its Representatives (in each case on behalf of the Company) and/or the Company or any of the Company's Representatives discloses or has disclosed to, or that is gathered by inspection by, the Recipient or any of the Recipient's Representatives, whether provided before or after the date of this Agreement, including, information that contains or otherwise reflects information concerning the Company, the Assets, the business or affairs, operations, prospects, activities, and intellectual property rights of the Company and specifically includes, without limitation, all data, records, reports, studies, projections, knowledge, patents, theories, information (financial, corporate, business or otherwise), intellectual property, designs, drawings, plans, opportunities, prototypes, specifications, manuals, photographs, software, hardware, equipment, printouts, reports, market research, business plans, customer lists, supply sources, trade secrets, information relating to existing and potential financiers and investors, trade lists, processes, techniques, ideas, improvements, innovations, know-how, research and development, calculations, opinions, and documents, and any information provided to the Receiver, the Company or any of their Representatives by third parties under circumstances in which the Receiver, the Company or any of their respective Representatives has an obligation to protect the confidentiality of such information, including all information received by the Receiver and/or the Receiver's Representatives (on behalf of the Company) or the Company in connection with the Company, the Assets, or its business and disclosed and communicated to, or gathered by, the Recipient or any of the Recipient's Representatives;\n(ii) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any Confidential Information regardless of the identity of the Person preparing same (\u201cNotes\u201d);\n(iii) the existence and terms of this Agreement and any other agreements related to a possible Transaction;\n(iv) the fact that information has been disclosed or made available to the Recipient or the Recipient's Representatives; and\n(v) the fact that discussions or negotiations are or may be taking place with respect to a possible Transaction, the proposed terms of any such Transaction and the status of any discussions or negotiations under this Agreement or in connection with any possible Transaction;\n\"Confidential Information\" does not include any information that:\n(vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or\n(vii) is at the time of disclosure known to the Recipient or thereafter becomes generally available to the public, other than as a result of a disclosure by the Recipient or any of the Recipient's Representatives in breach of this Agreement.\nThe foregoing exclusions do not apply to Confidential Information that is personal information.\n(c) \"Definitive Agreement\" means a binding definitive written agreement to consummate a Transaction;\n(d) \"party\" means a party to this Agreement and \"parties\" means all parties to this Agreement;\n(e) \"Permitted Purpose\" shall have the meaning set out in Recital C;\n(f) \"Person\" is to be broadly interpreted to include any individual, corporation, company, partnership or limited partnership, limited liability company, trust or other group or entity or organization (including any court, government or agency, commission, board or authority thereof, federal, state or local, domestic, foreign or multinational);\n(g) \"Representatives\" means, in respect of a party, such party\u2019s agents, directors, officers, employees, representatives, consultants and advisers (including legal counsel); and\n(h) \"Transaction\" shall have the meaning set out in Recital B.\n2. As a condition to receiving the Confidential Information, the Recipient agrees to treat confidentially, and not to disclose, and to cause the Recipient\u2019s Representatives to treat confidentially and not disclose (except as permitted herein), any Confidential Information.\n3. The Recipient hereby recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that would result to the Company, if any of the Confidential Information is disclosed to any third party. Accordingly, the Recipient hereby agrees that the Confidential Information will be used solely for the Permitted Purpose and not any other purpose.\n4. The Recipient may disclose Confidential Information only to the limited group of the Recipient's Representatives, who are actually engaged in and need to know the Confidential Information for the Permitted Purpose, who have been informed of the confidential nature of the Confidential Information, and who agree to keep such information confidential and not use such Confidential Information for any purpose other than the Permitted Purpose. The Recipient shall ensure that each of the Recipient's Representatives will observe all terms and conditions of this Agreement. The Recipient further agrees that it shall be responsible for any breach of this Agreement by any of the Recipient's Representatives, and that the Recipient shall take all reasonable measures, including, without limitation, court proceedings, at the Recipient\u2019s sole expense, to restrain the Recipient\u2019s Representatives from making unauthorized disclosure or use of the Confidential Information.\n5. The Confidential Information shall remain at all times the property of the Company. No rights to use, license, or otherwise exploit the Confidential Information are granted to the Recipient, by implication or otherwise, by virtue of Confidential Information being made available to the Recipient or any of the Recipient\u2019s Representatives.\n6. The Recipient acknowledges and agrees that the Company would not have an adequate remedy at law and would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information or in the event that any of the provisions of this Agreement were not performed by the Recipient and the Recipient\u2019s Representatives in accordance with their specific terms or were otherwise breached by the Recipient or any of the Recipient's Representatives. Without prejudice to the rights and remedies otherwise available to the Receiver, the Recipient agrees that the Receiver shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by the Recipient or the Recipient's Representatives. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or equity to the Receiver or the Company. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that the Recipient or any of the Recipient's Representatives have breached this Agreement, then the Recipient shall be liable and pay to the Receiver the reasonable costs and expenses (including attorney's fees on a full indemnity solicitor and his own client basis) incurred by the Receiver in connection with such litigation, including any appeal therefrom. The Recipient shall indemnify and hold harmless the Receiver and the Receiver's directors, officers, employees, consultants, representatives, advisors and agents from all damages and losses of any nature whatsoever (including consequential damages) arising out of a breach by the Recipient or any of the Recipient's Representatives of any of the terms and conditions of this Agreement.\n7. The Recipient agrees that the Receiver shall not disclose to the Recipient or any of the Recipient\u2019s Representatives information about identifiable individuals forming part of the Confidential Information (\"Personal Information\") unless required by the Recipient, acting reasonably, for the purpose of evaluating the Transaction. If Personal Information is provided to the Recipient, then:\n(a) the Recipient shall comply with the Canada Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, as amended, and any similar provincial legislation governing the protection of personal information in the private sector applicable to the Recipient in the course of collecting, using and disclosing Personal Information in connection with the Transaction;\n(b) prior to the closing of the Transaction (the \"Closing\"), the Recipient shall: (i) collect and use Personal Information only for the purpose of evaluating the Transaction; (ii) only disclose Personal Information to those of the Recipient\u2019s Representatives who need to know such Personal Information for the purpose of evaluating the Transaction; and (iii) use appropriate security measures to safeguard all Personal Information against unauthorized collection, access, use or disclosure; and\n(c) if the Transaction proceeds, following the Closing, the Recipient shall, and shall cause its Representatives to, use or disclose Personal Information obtained as a result of the Transaction only for purposes of carrying on the business conducted by the Company or the carrying out of the objects for which the Transaction took place or otherwise for purposes for which such Personal Information was collected by the Company, unless the consent for other use or disclosure has been obtained from the individuals to whom such Personal Information relates has been obtained as permitted or required by law.\n8. In the event you or any of the Recipient's Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or other legal process) to disclose any of the contents of the Confidential Information, or either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Receiver and you, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof, the Company agrees that you and the Recipient's Representatives may do so without liability, provided you (i) cooperate with the Receiver in any attempts it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded the Confidential Information, and (ii) if no protective order is obtained and disclosure is required, (a) furnish only that portion of the Confidential Information that, in your counsel's opinion, you are legally compelled to disclose, and (b) take all reasonable measures to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.\n9. The Receiver may elect at any time to terminate further access by the Recipient to the Confidential Information. If at any time the Recipient determines not to proceed with the possible Transaction, the Recipient will promptly notify the Receiver in writing. Following any request by the Receiver or any of its Representatives, the Recipient agrees (i) to promptly re-deliver to the Receiver all written Confidential Information and any other written material containing or reflecting any of the Confidential Information in the possession of the Recipient or the Recipient's Representatives, (ii) the Recipient and the Recipient's Representatives will not retain any copies, extracts or other reproductions in whole or in part, mechanical or electronic, of such written material, and (iii) all Notes prepared by the Recipient or the Recipient's Representatives will be destroyed, with all such destruction being confirmed by the Recipient to the Receiver in writing.\n10. Except to the extent necessary to carry out the Permitted Purpose, none of the Recipient or its Representatives are allowed to make copies of Confidential Information without the prior written approval of the Receiver (excepting that copies made by virtue of electronic communications or storage or printed copies for review by a permitted individual shall not be a breach of this prohibition).\n11. Notwithstanding Section 9 or anything to the contrary in this Agreement, the Recipient and its Representatives are not required to destroy any computer files containing the Confidential Information that are created during automatic computer system backup, provided that such files are stored securely by the Recipient and its Representatives, cannot be destroyed without undue efforts, and access to such files are limited. With respect to such backup computer files, the non-use and confidentiality obligations set forth in this Agreement shall apply in perpetuity and survive expiration or termination of this Agreement.\n12. If the Recipient or any of the Recipient's Representatives are provided with physical access to any properties or facilities of the Company, the Recipient agrees that neither the Recipient nor any of the Recipient\u2019s Representatives shall have, and shall not make, any claims whatsoever against the Receiver, or any of its Representatives as a result of such access including, without limitation, any and all claims and causes of action for personal injury, death or property damage occurring as a result of the Recipient or any of the Recipient's Representatives' access to such properties or facilities and the Recipient agrees to indemnify, defend and hold harmless the Receiver, or any of its Representatives from and against any and all liabilities, claims and causes of action for personal injury, death or property damage occurring on or to such property or facility as a result of entry onto the premises by the Recipient or any of the Recipient\u2019s Representatives. You shall, and shall cause your Representatives to, comply fully with all rules, regulations and instructions issued by the Receiver regarding you or the Recipient's Representatives' access to such properties or facilities.\n13. The Recipient understands and acknowledges that neither the Receiver nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Recipient agrees that neither the Receiver nor any of its Representatives shall have any liability to the Recipient or any of the Recipient's Representatives relating to or resulting from use of the Confidential Information by the Recipient or the Recipient\u2019s Representatives. The Recipient further understands and agrees that (i) the Receiver (a) shall be free to conduct the process for a Transaction as it in its sole discretion shall determine (including changing or terminating such process, providing any information to any other Person, negotiating with any other Person or entering into a Definitive Agreement with any other Person with respect to any transaction, in each case, at any time and without notice to you or any other Person) and (b) shall be free at its sole discretion to at any time accept or reject any proposal relating to the Assets for any reason without notice to you or any other Person, and (ii) the Recipient shall have no claim against the Receiver or any of its Representatives in connection with any of the foregoing.\n14. The Recipient hereby represents and warrants that it is not bound by the terms of any agreement with a third party that would conflict with any of the Recipient\u2019s obligations under this Agreement.\n15. In accepting and reviewing the Confidential Information, the Recipient represents and warrants that it is acting solely for itself. Further, the Recipient represents and warrants that neither the Recipient nor any of the Recipient's Representatives have discussed or shared, and the Recipient hereby covenants that unless it has first received the written consent of the Receiver neither the Recipient nor any of the Recipient's Representatives will discuss or share, with any third party any aspect of the Confidential Information, except in accordance with Section 4 or 8 of this Agreement. The Recipient acknowledges that the effect of this covenant is that without the full disclosure to and the written consent of the Receiver, neither the Recipient nor any of the Recipient's Representatives can act as agent, partner, co-participant or co-venturer for any third party or third parties with respect to a proposed Transaction. In order to obtain the consent of the Receiver, which the Receiver is entitled to withhold in its sole discretion, the Recipient shall notify the Receiver of the identity of each Person for whom or with whom the Recipient or any of the Recipient's Representatives had considered pursuing a possible Transaction and the nature and interest the Recipient or any of the Recipient's Representatives and each such Person would have in respect of such possible Transaction.\n16. The Recipient agrees that, unless and until a Definitive Agreement is entered into between the Receiver and the Recipient with respect to the Transaction, neither the Receiver nor the Recipient will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression, except with respect to the matters specifically agreed to herein. Except for the matters set forth in this Agreement or in any Definitive Agreement, neither party shall be entitled to rely on any statement, promise, agreement or understanding, whether oral or written, any custom, usage of trade, course of dealing or conduct.\n17. The Recipient agrees that all (i) communications regarding the Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures, will be submitted or directed only to the Receiver. The Recipient further agrees that under no circumstances will the Recipient or the Recipient's Representatives discuss or otherwise communicate any aspect of the Transaction to any member of the management of the Company without the express written permission of the Receiver. Without the Receiver's prior written consent, the Recipient shall not, and shall direct the Recipient's Representatives not to, make any contact of any nature regarding a proposed Transaction (including inquiries or requests concerning Confidential Information) with any employee, supplier, customer, creditor, bank or other lender of or to the Company or any of its Affiliates.\n18. This Agreement may be executed by facsimile or electronic transmission and in any number of counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute one and the same agreement.\n19. The Recipient agrees that the restrictions contained in this Agreement are reasonable in order to protect the legitimate interests of the Receiver and the Company and all defences to the strict enforcement of the restrictions by the Receiver are hereby waived by the Recipient.\n20. If any term or provision of this Agreement is declared to be void or unenforceable in whole or in part by a court of competent jurisdiction, it shall be deemed to be severable from the rest of this Agreement and it shall not affect or impair the enforceability or validity of any other covenant or provision of this Agreement.\n21. This Agreement shall be governed by and interpreted in accordance with the laws in force in the Province of Alberta. The Recipient hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of Alberta for the determination of all matters arising hereunder in the event the Receiver should bring an action on this Agreement in the Courts of the Province of Alberta. The Recipient hereby agrees that, notwithstanding the foregoing, the Receiver may bring an action on this Agreement in any jurisdiction where the Recipient has assets or in any jurisdiction where this Agreement has been breached or where a breach is threatened, and in such an event, the Recipient hereby irrevocably attorns to the jurisdiction of the Courts of such jurisdictions for the determination of all matters arising hereunder.\n22. This Agreement will continue indefinitely, unless otherwise agreed in writing by the Receiver.\n23. No waiver of any particular requirement hereunder shall be construed as a general waiver of this Agreement, and any failure by or delay by the Receiver in enforcing its rights against any particular breach of this Agreement shall not limit or affect its rights to enforce its rights against any other breach hereof.\n24. This Agreement may not be assigned by the Recipient without the prior written consent of the Receiver.\n25. This Agreement shall enure to the benefit of the Receiver and its successors and assigns and shall be binding upon the Recipient and its successors and permitted assigns.\n26. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior contracts, agreements and understandings pertaining to the subject matter of this Agreement. No modification or alteration of this Agreement shall be binding unless executed in writing by the parties hereto. There are no representations, warranties, collateral agreements or conditions affecting this transaction other than as are expressed or referred to herein in writing.\n27. Nothing contained in this Agreement shall in any way limit the rights or remedies available to the Receiver at law, in equity or under statute arising in any way in connection with the disclosure of the Confidentiality Information in the event of a breach or a threatened breach of this Agreement. IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first above written.\nFTI CONSULTING CANADA INC., in its capacity as Receiver and Manager of Phenomenome Discoveries Inc. and Phenomenome Laboratory Services Inc., and not in its personal or corporate capacity,\nPer:\n______________________________________\nPer:\nName of Recipient (please print)\nSignature of Recipient and/or Signing Officer\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 95 - ], - [ - 95, - 117 - ], - [ - 118, - 126 - ], - [ - 127, - 378 - ], - [ - 379, - 386 - ], - [ - 387, - 426 - ], - [ - 426, - 443 - ], - [ - 444, - 452 - ], - [ - 453, - 639 - ], - [ - 640, - 1065 - ], - [ - 1066, - 1391 - ], - [ - 1392, - 1711 - ], - [ - 1712, - 1946 - ], - [ - 1947, - 1961 - ], - [ - 1962, - 2471 - ], - [ - 2472, - 2509 - ], - [ - 2510, - 4440 - ], - [ - 4441, - 4695 - ], - [ - 4696, - 4803 - ], - [ - 4804, - 4928 - ], - [ - 4929, - 5203 - ], - [ - 5204, - 5269 - ], - [ - 5270, - 5749 - ], - [ - 5750, - 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}, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 33 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 65 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 22, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17, - 35 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 34 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://cfcanada.fticonsulting.com/PDI/docs/Confidentiality%20Agreement.pdf" - }, - { - "id": 74, - "file_name": "Confidentiality-and-Nondisclosure-Agreement-Template.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into by and between ______________________________________ (\u201cVENDOR\u201d) and Arkansas State University (\u201cUNIVERSITY\u201d).\nWHEREAS, the parties wish to confirm their understandings with respect to the confidential nature of the relationship between the parties relating to the transmission, use, and protection of certain confidential data, it is hereby agreed as follows:\n1. Confidential Information. VENDOR acknowledges that in the course of providing services to UNIVERSITY, VENDOR will be given or have access to confidential student and/or employee information (\u201cConfidential Information\u201d) protected from disclosure by privacy laws. VENDOR, its employees, agents, contractors and subcontractors shall, in addition to their respective obligations hereunder, use best efforts at all times to adopt and follow procedures and practices to protect the confidentiality of the Confidential Information and prevent its disclosure to others without the express written consent of UNIVERSITY.\nVENDOR specifically, acknowledges Federal privacy laws such as Gramm-Leach-Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b)(2)) applicable to financial transactions and Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232g) applicable to student records and information from student records.\nVENDOR further acknowledges that UNIVERSITY\u2019S willingness to disclose Confidential Information to VENDOR is predicated on VENDOR entering into committing to abide by the terms of this Agreement and all applicable privacy laws.\n2. Nondisclosure. VENDOR, its employees, agents, contractors, and subcontractors shall use the Confidential Information solely in connection with performance by VENDOR of the services provided to UNIVERSITY and for no other purpose. Neither VENDOR nor any of its employees, agents, contractors, or subcontractors shall sell, release, transfer, reprint, duplicate, recreate, disclose or permit the disclosure to any other person or entity of any of the Confidential Information or of any files, compilation, study, report, or analysis or data base containing, based on, or derived from the Confidential Information without the express written consent of UNIVERSITY and in full compliance with applicable state and federal privacy laws.\nVENDOR shall maintain the privacy of protected personal information and shall be financially responsible, if and to the extent that any security breach relating to protected personal information results from acts or omissions of VENDOR, or its personnel, for any notifications to affected persons (after prompt consultation with UNIVERSITY), and to the extent requested by UNIVERSITY, administratively responsible for such notification.\n3. Disclosure Sought Under Legal Process. VENDOR shall immediately notify UNIVERSITY in writing of any subpoena, court order, or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose, or appeal any such subpoena, order, or legal process to the extent deemed appropriate by UNIVERSITY. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent the disclosure.\n4. Return of Materials. Upon request of UNIVERSITY at any time VENDOR shall return all or such part of the Confidential Information as UNIVERSITY may designate to be returned. In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR\u2019S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information.\n5. Loss of Access. VENDOR\u2019S disclosure of Confidential Information to third parties without UNIVERSITY\u2019S authorization, or VENDOR\u2019S failure to return or destroy Confidential Information per Provision 4, above may result in the UNIVERSITY or the U.S. Department of Education denying VENDOR access to Confidential Information for a period of at least five years.\n6. Immediate Notice. VENDOR shall give UNIVERSITY immediate notice of any unauthorized use or disclosure of the Confidential Information, or of any breach or threatened breach by VENDOR, or its employees, agents, contractors, or subcontractors of their obligations under this Agreement, upon learning of same.\n7. Appropriate Forum. VENDOR and UNIVERSITY agree that this Agreement is entered into in the State of Arkansas and that the legal forums located in the State of Arkansas are the appropriate forums in the event any party seeks legal action or injunctive relief under this Agreement. Both parties consent to venue and personal jurisdiction in the appropriate forum in the State of Arkansas.\n8. Termination. This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties.\n9. Severability. All of the provisions of this agreement are severable. If any provision of this Agreement is rendered invalid or unenforceable by State or Federal statute or regulations or declared null and void by any court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect.\n10. Entire Agreement Amendments. This Agreement is intended as the complete, final and exclusive statement of the parties with respect to the subject matter hereof, and supersedes any prior agreements or understandings between the parties hereto. This Agreement may be amended, modified or supplemented only by a written agreement signed by VENDOR and UNIVERSITY. Any waiver of the terms and conditions of this Agreement must be in writing signed by the party granting such waiver and shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to perform.\n11. Original Copy. Signed originals of this agreement will be kept on file in the Office of the Information Technology, Arkansas State University, Jonesboro, Arkansas. Copy of signed originals will be provided to VENDOR.\nIN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement by their duly authorized representatives.\nVENDOR\nSignature:_________________________________Date:__________________\nPrintName:________________________________Title:___________________\nARKANSAS STATE UNIVERSITY-JONESBORO\nSignature:_________________________________Date:___________________\nPrintName:_______________________________Title:____________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 140 - ], - [ - 140, - 235 - ], - [ - 236, - 485 - ], - [ - 486, - 515 - ], - [ - 515, - 751 - ], - [ - 751, - 1100 - ], - [ - 1101, - 1447 - ], - [ - 1448, - 1674 - ], - [ - 1675, - 1693 - ], - [ - 1693, - 1908 - ], - [ - 1908, - 2409 - ], - [ - 2410, - 2846 - ], - [ - 2847, - 2889 - ], - [ - 2889, - 3208 - ], - [ - 3208, - 3542 - ], - [ - 3543, - 3567 - ], - [ - 3567, - 3719 - ], - [ - 3719, - 4153 - ], - [ - 4154, - 4173 - ], - [ - 4173, - 4514 - ], - [ - 4515, - 4536 - ], - [ - 4536, - 4824 - ], - [ - 4825, - 5107 - ], - [ - 5107, - 5213 - ], - [ - 5214, - 5230 - ], - [ - 5230, - 5366 - ], - [ - 5367, - 5384 - ], - [ - 5384, - 5439 - ], - [ - 5439, - 5700 - ], - [ - 5701, - 5734 - ], - [ - 5734, - 5948 - ], - [ - 5948, - 6065 - ], - [ - 6065, - 6292 - ], - [ - 6293, - 6312 - ], - [ - 6312, - 6461 - ], - [ - 6461, - 6513 - ], - [ - 6514, - 6651 - ], - [ - 6652, - 6658 - ], - [ - 6659, - 6725 - ], - [ - 6726, - 6793 - ], - [ - 6794, - 6829 - ], - [ - 6830, - 6897 - ], - [ - 6898, - 6965 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 18 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.astate.edu/dotAsset/fb9680e4-c2ad-44dc-803c-3562234b8f8f.pdf" - }, - { - "id": 76, - "file_name": "ConfidentialityAgreement.pdf", - "text": "CONFIDENTIALITY AGREEMENT between and Anton Paar GmbH, Anton-Paar-Stra\u00dfe 20, 8054 Graz, Austria.\nBACKGROUND\nThe parties intend to disclose to each other certain confidential information for the purpose of evaluating each party's potential interest in mutual business activities relating to\nOPERATIVE PROVISIONS\n1 DEFINITIONS\n1.1 \u201cRecipient\u201d means the party receiving Confidential Information.\n1.2 \u201cDiscloser\u201d means the party disclosing Confidential Information to the other party.\n1.3 \u201cPurpose\u201d means\na) any discussions and negotiations between or within the parties with respect to or in connection with the establishment of a business relationship between the parties; and subsequently,\nb) any activities in connection with the business relationship between the parties.\n1.4 \u201cConfidential Information\u201d means any data or information that is proprietary to the Discloser relating to each party\u2019s respective business or affairs (including, but not limited to, current and future products, designs, business plans, operations, know-how, technologies, customers, employees, procurement, contracts, research and development, manufacturing processes and plans, marketing strategies, financial information, intellectual property, and related information) disclosed to Recipient after the effective date of this agreement by the Discloser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. Confidential Information includes any information generated by (or for) Recipient that contains, reflects, or is derived from any of the foregoing.\n1.5 Confidential Information shall not include information that Recipient can demonstrate:\na) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient;\nb) to have had rightfully in its possession prior to disclosure to Recipient by Discloser;\nc) is independently developed by Recipient without the use of any Confidential Information; or\nd) Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or\ne) was disclosed to a third party with the Discloser's prior written consent; or\nCONFIDENTIALITY AGREEMENT\nf) was disclosed to a third party after the period of seven (7) years from the date of the disclosure.\n2 NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION\n2.1 Recipient agrees to treat Confidential Information confidential and use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (but in no event less than reasonable care). Recipient warrants that it will take all necessary cautions to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Recipient may disclose the Confidential Information only to its directors or employees who have a need to know the Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible for any breach by these employees and directors. Recipient shall not create a copy or reproduce in any form (electronic or otherwise) any materials or documents containing Confidential Information, except as reasonably necessary to further the Purpose. All copies of the Confidential Information will as of their creation become the property of Discloser. Recipient will return any and all tangible Confidential Information provided to it by Discloser and copies thereof, to Discloser within 30 days after Discloser\u2019s written request, provided, however, Recipient shall destroy such information if Discloser elects so. In case of any breach of this agreement, the Recipient shall return the Confidential Information and all copies thereof immediately.\n2.2 The parties acknowledge and agree that they are part of organizations of one or more legal entities in different jurisdictions and that it may be required for them to provide information to their respective Subsidiaries (as defined below). Therefore, the parties agree that\na) Recipient may disclose Confidential Information to its Subsidiaries without Discloser\u2019s consent, if and to the extent such disclosure is required in order to fulfill the Purpose; and\nb) a disclosure to or by a party\u2019s respective Subsidiaries shall be considered as disclosure to or by the respective party; and\nc) each party is responsible and liable for its respective Subsidiaries\u2019 compliance and due delivery of the obligations set out in this agreement.\n2.3 For the purposes of this agreement, \u201cSubsidiaries\u201d shall mean any subsidiary, in which a party holds, directly or indirectly, fifty percent (50%) or more of the controlling or voting rights.\n3 INJUNCTIVE RELIEF AND COMPENSATION\n3.1 The parties will compensate each other for any damages arising from the breach of the present agreement. The parties hereby acknowledge that the unauthorized disclosure or use of Confidential Information could cause irreparable damage and substantial disadvantage to the parties or their current or future customers which may be difficult to determine. Therefore, the parties agree that the party which has suffered a disadvantage shall be entitled, in addition to any other rights and remedies that it may have, to seek injunctive relief in order to enforce the obligations under the agreement.\n3.2 In addition and regardless of negligence or fault or proof of an actual damage, the parties agree to contractual penalty in the amount of EUR 15,000.00 for the event of a breach of this agreement. Further claims of the injured party remain unaffected.\nCONFIDENTIALITY AGREEMENT\n4 RESTRICTIONS AND WARRANTY\n4.1 Recipient (i) shall not disclose Confidential Information, neither in whole nor in part, to any third party; (ii) shall only use the Confidential Information for the Purpose; and (iii) shall not, without the Discloser\u2019s written consent, neither in whole nor in part, commercially exploit or use the Confidential Information. Notwithstanding the foregoing, Recipient may make such disclosure if it is required to do so by law, provided always that Recipient has informed Discloser about such disclosure at least two business days prior to the disclosure.\n4.2 Discloser warrants that it authorizes the Recipient to use the Confidential Information for the Purpose.\n4.3 Nothing in this agreement or any disclosure hereunder creates any obligation to disclose Confidential Information, use the Confidential Information in any product, warrant the accuracy or completeness of the Confidential Information, or the fitness of the Confidential Information for a particular purpose, or grant any license or other right to Confidential Information under copyright or other intellectual property right to the Discloser other than the right to use the Confidential Information for the Purpose.\n4.4 The Discloser disclaims all warranty that the use of the Confidential Information does not infringe upon the rights of any third party or otherwise causes damages. The Discloser shall not be liable for any damages resulting from the infringement of third party rights or otherwise.\n5 WAIVER\n5.1 Any failure or delay to enforce any provision of this agreement shall not constitute a waiver thereof or of any other provision, unless the respective party expressly waives its right to enforce such provision in writing.\n6 ASSIGNMENT\n6.1 Neither party may assign or otherwise transfer its rights and obligations out of this agreement, neither in whole nor in part, without the other party\u2019s prior written consent.\n7 APPLICABLE LAW & JURISDICTION\n7.1 This agreement shall be governed by and construed in accordance with Austrian law, excluding its conflict of laws provisions and each party hereby irrevocably submits to the jurisdiction of the courts in Graz, Austria.\nIN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their duly authorized representatives.\nCONFIDENTIALITY AGREEMENT\nAnton Paar GmbH\n_______________, ____________________ Graz, ____________________\n_________________________________ _________________________________\n (signature) (signature)\nName: Name:\nTitle: Title:\n_________________________________ _________________________________\n (signature) (signature)\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 96 - ], - [ - 97, - 107 - ], - [ - 108, - 289 - ], - [ - 290, - 310 - ], - [ - 311, - 324 - ], - [ - 325, - 392 - ], - [ - 393, - 480 - ], - [ - 481, - 500 - ], - [ - 501, - 688 - ], - [ - 689, - 772 - ], - [ - 773, - 1442 - ], - [ - 1442, - 1589 - ], - [ - 1590, - 1680 - ], - [ - 1681, - 1819 - ], - [ - 1820, - 1910 - ], - [ - 1911, - 2005 - ], - [ - 2006, - 2105 - ], - [ - 2106, - 2186 - ], - [ - 2187, - 2212 - ], - [ - 2213, - 2315 - ], - [ - 2316, - 2372 - ], - [ - 2373, - 2613 - ], - [ - 2613, - 2776 - ], - [ - 2776, - 3139 - ], - [ - 3139, - 3343 - ], - [ - 3343, - 3446 - ], - [ - 3446, - 3709 - ], - [ - 3709, - 3841 - ], - [ - 3842, - 3846 - ], - [ - 3846, - 4086 - ], - [ - 4086, - 4119 - ], - [ - 4120, - 4305 - ], - [ - 4306, - 4433 - ], - [ - 4434, - 4580 - ], - [ - 4581, - 4585 - ], - [ - 4585, - 4775 - ], - [ - 4776, - 4812 - ], - [ - 4813, - 4817 - ], - [ - 4817, - 4922 - ], - [ - 4922, - 5170 - ], - [ - 5170, - 5412 - ], - [ - 5413, - 5417 - ], - [ - 5417, - 5614 - ], - [ - 5614, - 5668 - ], - [ - 5669, - 5694 - ], - [ - 5695, - 5722 - ], - [ - 5723, - 5737 - ], - [ - 5737, - 5836 - ], - [ - 5836, - 5906 - ], - [ - 5906, - 6052 - ], - [ - 6052, - 6280 - ], - [ - 6281, - 6285 - ], - [ - 6285, - 6389 - ], - [ - 6390, - 6394 - ], - [ - 6394, - 6908 - ], - [ - 6909, - 6913 - ], - [ - 6913, - 7077 - ], - [ - 7077, - 7194 - ], - [ - 7195, - 7203 - ], - [ - 7204, - 7208 - ], - [ - 7208, - 7429 - ], - [ - 7430, - 7442 - ], - [ - 7443, - 7622 - ], - [ - 7623, - 7654 - ], - [ - 7655, - 7659 - ], - [ - 7659, - 7877 - ], - [ - 7878, - 8005 - ], - [ - 8006, - 8031 - ], - [ - 8032, - 8047 - ], - [ - 8048, - 8086 - ], - [ - 8086, - 8092 - ], - [ - 8092, - 8112 - ], - [ - 8113, - 8147 - ], - [ - 8147, - 8180 - ], - [ - 8181, - 8182 - ], - [ - 8182, - 8205 - ], - [ - 8206, - 8217 - ], - [ - 8218, - 8231 - ], - [ - 8232, - 8266 - ], - [ - 8266, - 8299 - ], - [ - 8300, - 8301 - ], - [ - 8301, - 8324 - ], - [ - 8325, - 8336 - ], - [ - 8337, - 8350 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 54 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 12, - 15 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 30, - 31, - 32 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 50 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 12, - 14, - 16, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.anton-paar.com/fileadmin/Footer/Legal_Notice/General_Terms_of_Purchase/Anton_Paar_GmbH/ConfidentialityAgreement.pdf" - }, - { - "id": 77, - "file_name": "Confidentiality_Agreement_1.pdf", - "text": "Confidentiality Agreement\nbetween\nHelu Kabel GmbH\nDieselstra\u00dfe 8-12\n71282 Hemmingen\n-Supplier-\nand\n[COMPANY]\n[CONTACT PERSON]\n[ADDRESS]\n[POSTCODE, CITY]\n[COUNTRY]\n-Buyer-\n1. The parties maintain a supply relationship. In the frame of this cooperation, confidential information also be exchanged.\n2. Every contract party can disclose confidential information to the other contract party orally or in writing. If the disclosure is in writing, the disclosing party will mark the confidential documents with the additional terms \u201cConfidential\u201d or \u201cLiable to Secrecy\u201d so that it is apparent to the other party which information is especially in need to protection.\n3. The contract parties are obligated to preclude disclosure of confidential information to third parties. The parties will entrust confidential information solely to those employees, consultants and third party companies which are concerned with the processing of the order and which are legally or contractually obligated to secrecy.\n4. To the extent that technical drawings of certain third-party companies are not to be made known, the buyer must point this fact out on its own initiative.\n5. All confidential information remains the property of the disclosing contract party.\n6. The confidentiality agreement does not apply to statements of the company Helukabel in its catalogues, datasheets and on the homepage and also not to information which\na) the receiving party was already aware of or which was developed by the disclosing party itself independent of the disclosure,\nb) is publicly known without this agreement having been broken,\nc) was received by a third party without infringement of this or any other confidentiality agreement.\n7. If the recipient is forced to expose the confidential information due to a legal regulation, a legally valid judgement or a non-disputable official decision or decree in part or in whole, it shall immediately inform the owner of the confidential information in writing so that the owner can take measures to protect the confidential information.\n8. This agreement becomes effective with the signatures of both parties and is valid for three years. It is tacitly extended by one year if it is not terminated three months before its expiration.\n9. At the end of the contract the receiving party shall return the confidential information and any possibly extant copies after receipt of a written request, provided that this is technically feasible and does not violate the retention obligations. As an alternative to that, the receiving party can also ensure in writing the destruction of the received documentation if that is technically feasible.\n10. The confidential information will be provided as is. The disclosing party does not assume any warranty for the correctness, completeness or usability of the confidential information.\n11. The parties agree that for this agreement German law applies excluding the United Nations Convention on Contracts for the International Sale of Goods. The legal venue for all disputes arising from this agreement is the head office of the company Helukabel in Hemmingen.\nHemmingen, ___________ _____________________\nPlace, Date\n_________________________ _____________________\nHelu Kabel GmbH Buyer\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 33 - ], - [ - 34, - 45 - ], - [ - 45, - 49 - ], - [ - 50, - 67 - ], - [ - 68, - 74 - ], - [ - 74, - 83 - ], - [ - 84, - 94 - ], - [ - 95, - 98 - ], - [ - 99, - 108 - ], - [ - 109, - 125 - ], - [ - 126, - 135 - ], - [ - 136, - 152 - ], - [ - 153, - 162 - ], - [ - 163, - 170 - ], - [ - 171, - 218 - ], - [ - 218, - 295 - ], - [ - 296, - 408 - ], - [ - 408, - 659 - ], - [ - 660, - 767 - ], - [ - 767, - 995 - ], - [ - 996, - 1153 - ], - [ - 1154, - 1240 - ], - [ - 1241, - 1411 - ], - [ - 1412, - 1540 - ], - [ - 1541, - 1604 - ], - [ - 1605, - 1706 - ], - [ - 1707, - 2055 - ], - [ - 2056, - 2158 - ], - [ - 2158, - 2252 - ], - [ - 2253, - 2503 - ], - [ - 2503, - 2655 - ], - [ - 2656, - 2713 - ], - [ - 2713, - 2842 - ], - [ - 2843, - 2998 - ], - [ - 2998, - 3116 - ], - [ - 3117, - 3128 - ], - [ - 3128, - 3140 - ], - [ - 3140, - 3161 - ], - [ - 3162, - 3173 - ], - [ - 3174, - 3200 - ], - [ - 3200, - 3221 - ], - [ - 3222, - 3243 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 17, - 18 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.helukabel-gmbh.de/media/publication/de/cor_docs/ge_23/Confidentiality_Agreement.pdf" - }, - { - "id": 78, - "file_name": "Confidentiality_Non-Disclosure_Agreement.pdf", - "text": "KITTY HAVEN SANCTUARY OF UTAH CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (this \"Agreement\") is entered into as of Kitty Haven Sanctuary of Utah, a Utah corporation and IRS 501(c)(3) nonprofit organization (Disclosing Company) and Volunteer Applicant (Recipient) (each referred to as a \"Party\" and collectively referred to as the \"Parties\"). In consideration of the premises and covenants herein set forth and other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:\n1. Treatment of Confidential Information. The Confidential Information (as defined in Section 2), whether transmitted orally, in writing or in any other form, and whether prepared by a Party or its employees, agents, advisors or other representatives, shall be preserved in strict confidence by the receiving Party, shall not be disclosed, disseminated or distributed by the receiving Party other than as expressly authorized herein, and shall be used exclusively for the purposes or transactions contemplated by this Agreement. Disclosure of the Confidential Information may be made only to employees, agents or independent contractors of a Party who are directly involved in consideration of the transaction, which is the subject of this Agreement and who are bound to maintain its confidence.\n2. Definition of Confidential Information. The term \"Confidential Information\" shall mean for purposes of this Agreement, any and all sensitive business, financial and technical information provided prior to the execution of this Agreement and to be provided after the execution of this Agreement by a transmitting Party to the receiving Party, including, without limitation, financial statements, reports and data, customer lists, trade secrets, technical data, proprietary information, and any other confidential information regarding the transmitting Party, its subsidiaries and its respective businesses. Confidential Information does not include information, which is shown by clear and convincing evidence to be (i) publicly available without breach by the receiving Party of its obligations to the disclosing Party under this Agreement; (ii) known to the receiving Party prior to the disclosing Party's disclosure of such information to the receiving Party; (iii) known to the receiving Party other than by the breach of an obligation of confidentiality owed to the disclosing Party under this Agreement from a source other than the disclosing Party; (iv) independently developed by the receiving Party; (v) disclosed by the disclosing Party to a third party free of any duty of confidentiality on the third party; (vi) disclosed under operation of law provided the receiving Party gives the disclosing Party reasonable notice prior to such disclosure and cooperates with the disclosing Party in its efforts to keep the Confidential Information confidential;\n(vii) disclosed by the receiving Party with the prior written approval of the disclosing Party; or (viii) inherently disclosed in products or services being developed or marketed by the receiving Party prior to the receipt of pertinent Confidential Information from the disclosing Party.\n3. Ownership of Confidential Information. The disclosing Party shall retain all right, title and interest in and to the Confidential Information, including all intellectual property represented thereby or associated therewith, and no license or assignment, by implication, estoppel or otherwise, is granted by the disclosing Party to the receiving Party to make, have made, use, or sell any product using the Confidential Information, or a license under any patent, patent application, utility model, copyright, trade secret, trademark, service mark or any other similar industrial or intellectual property right. At no time and under no circumstances shall the receiving Party reverse-engineer, decompile or disassemble any part of the Confidential Information .\n4. Responsibility for Breach. Each Party agrees to be responsible for any breach of this Agreement by any third party to whom such Party has provided Confidential Information, or any portion thereof. If a Party or any third party to whom such Party has provided Confidential Information becomes legally compelled (by oral question, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or by rule, regulation or other applicable law) to disclose any Confidential Information, such Party shall promptly notify the other Party of such requirement before any disclosure is made so that the other Party may seek a protective order or other appropriate remedy or may waive compliance with the terms of this Agreement. If such protective order or other remedy is not obtained, or if a Party waives compliance with the provisions hereof, each Party agrees that only that portion of the Confidential Information which it is legally required to disclose (as advised by a written opinion of counsel) will be disclosed, and each Party agrees to exercise its best efforts to obtain assurance that the Confidential Information will be treated confidentially upon disclosure.\n5. Term. This Agreement will continue in full force and effect until both parties agree in writing to terminate this agreement and for one-year thereafter. The Parties agree that if the negotiated transaction does not proceed within a reasonable time, or upon any request from either Party, each Party shall promptly deliver to the other Party all written Confidential Information and any other written material containing or reflecting Confidential Information and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by each Party, or respective representatives, based on the information included in the Confidential Information shall be promptly destroyed, and such destruction shall be ce1tified in writing by an authorized officer supervising such destruction. Notwithstanding the return or destruction of any Confidential Information, each Party shall continue to be bound by its obligations o f confidentiality and other obligations hereunder.\n6. Form of Relief. The Parties hereby acknowledge and agree that, in the event of any breach of this Agreement by either Party, including, without limitation, the actual or threatened disclosure of a Party's Confidential Information without the express prior written consent of that Paity, such Party will suffer irreparable harm and injury and no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each Party hereby agrees that, in any such event, the harmed Party shall be entitled to seek specific performance of the other Party's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction.\n7. Confidentiality of Discussions. Unless otherwise required by law, without the prior written consent of the other Party, neither a Party nor its representatives shall disclose to any person (including any corporation, company, partnership or individual) either the fact that discussions or negotiations are taking place concerning a possible transaction between the Parties or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.\n8. Assignment. This Agreement and the rights and obligations of either Party under this Agreement may be assigned or transferred only upon the prior written approval of the other Party hereto. The rights and obligations of the Parties hereto will inure to the benefit of, will be binding upon, and will be enforceable by the Parties hereto, their representatives and their permitted successors and assigns.\n9. Modifications. No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in writing signed by the Party against whom it is sought to be enforced.\n10. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH, EXCLUDING CHOICE OF LAW AND CONFLICTS OF LAW PRINCIPLES WHICH DIRECT THE APPLICATION OF THE LAWS OF A DIFFERENT STATE. The rule of construction that contracts are to be construed strictly against the drafter is expressly made inapplicable to this Agreement.\n11. Severability. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under this Agreement by one Party to the other, the remaining provisions of this Agreement shall also be modified to the extent necessary to equitably adjust the Parties' respective rights and obligations hereunder.\n12. Counterparts. This Agreement may be executed in any number of counterparts and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become binding when all counterparts taken together shall have been executed and delivered by the Parties. A telecopied facsimile of an executed counterpart of this Agreement shall be sufficient to evidence the binding agreement of each Party to the terms hereof.\n13. RELEASE. As consideration for being permitted by Kitty Haven to participate in activities and provide Services, I hereby agree that I, my assignees, heirs, distributees, guardians, and legal representatives will not make a claim against, sue, or attach the property of Kitty Haven Sanctuary of Utah for injury or damage resulting from any act, omission, negligence or other acts, howsoever caused, by any employee, agent, contractor, or representative of Kitty Haven as a result of my participation in activities and performance of the Services and any A-V Recordings. I hereby release Kitty Haven from all actions, claims, or demands that I, my assignees, heirs, distributees, guardians, and legal representatives now have or may hereafter have for injury or damage resulting from my participation in activities and performance of the Services and any A-V Recordings.\n ____________________________________________________ ___________________________\nSignature of Visitor or Volunteer Date\n_____________________________________________________\n", - "spans": [ - [ - 0, - 74 - ], - [ - 75, - 393 - ], - [ - 393, - 591 - ], - [ - 592, - 634 - ], - [ - 634, - 1121 - ], - [ - 1121, - 1387 - ], - [ - 1388, - 1431 - ], - [ - 1431, - 1997 - ], - [ - 1997, - 2106 - ], - [ - 2106, - 2232 - ], - [ - 2232, - 2353 - ], - [ - 2353, - 2546 - ], - [ - 2546, - 2599 - ], - [ - 2599, - 2710 - ], - [ - 2710, - 2953 - ], - [ - 2954, - 3053 - ], - [ - 3053, - 3241 - ], - [ - 3242, - 3284 - ], - [ - 3284, - 3856 - ], - [ - 3856, - 4005 - ], - [ - 4006, - 4036 - ], - [ - 4036, - 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] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26, - 27 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.kittyhavenutah.org/assets/files/Confidentiality_Non-Disclosure_Agreement.pdf" - }, - { - "id": 80, - "file_name": "Confidentiality_and_Non-Disclosure_Agreement_Rev_10-20-16.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (Rev 10/20/16)\nBETWEEN _________________ AND THE KANSAS DEPARTMENT OF LABOR (KDOL) FOR ____insert name of project\nThis Confidentiality and Non-Disclosure Agreement is entered into the date and year last appearing below, by and between ___________________ (hereinafter \"Authorized Person\") and KDOL for the purpose of allowing Authorized Person access to confidential information for the purpose of insert a description of the project_.\nAccess to any confidential information is specifically conditioned upon compliance with the following:\nUse of Confidential Information\nThe term \u201cconfidential information\u201d shall include: any information or data maintained by KDOL that has been obtained pursuant to the administration of the Employment Security Law, and includes personally identifiable information (PII) maintained by KDOL such as:\n\u2022 The name of a person\n\u2022 His or her mailing address\n\u2022 His or her taxpayer identification number\n\u2022 Email addresses\n\u2022 Telephone numbers\n\u2022 Social Security Numbers\n\u2022 Bank account numbers\n\u2022 Date and place of birth\n\u2022 Mother\u2019s maiden name\n\u2022 Biometric data (e.g., height, weight, eye color, fingerprints)\n\u2022 The name or identity of an employing unit\n\u2022 Records described in K.A.R. 50-2-2\n\u2022 Any combination of the preceding\nOfficials, employees and agents of Authorized Person having access to any confidential information obtained pursuant to this agreement shall be subject to all federal and state laws, and regulations, and will comply with limitations on use, treatment, and safeguarding of data under the following laws, regulations and agreements: K.S.A. 44-714(e), and amendments thereto; the Privacy Act of 1974 (5 U.S.C. 552a), as amended by the Computer Matching and Privacy Protection Act of 1988, related Office of Management and Budget guidelines, the Federal Information Security Management Act of 2002 (44 U.S.C. \u00a7 3541, et seq.), and related National Institute of Standards and Technology guidelines; SSA\u2019s \u201cElectronic Information Exchange Security Requirements and Procedures for State and Local Agencies Exchanging Electronic Information with the Social Security Administration\u201d (TSSR v7); the US Department of Health and Human Services requirements relating to National Directory of New Hires data; and the Information Exchange Agreement between the Social Security Administration and the State of Kansas Department of Labor. For any tax return data, officials, employees and agents of Authorized Person will also comply with the \u201cTax Information Security Guidelines for Federal, State and Local Agencies,\u201d Publication 1075, published by the Secretary of the Treasury. All of which said laws, regulations and agreements involve the requirement to maintain confidentiality of any information, reports, returns and other documentation obtained pursuant to this agreement.\nOfficials, employees and agents of Authorized Person will provide to KDOL a current list upon request of the officials, employees and agents of Authorized Person who have access to confidential information disclosed under this agreement. The list shall include each person\u2019s full name, date of birth, social security number and states of residence of each individual.\nThis agreement does not grant or authorize the Authorized Person to have unescorted direct access to KDOL systems. Additionally, execution of this agreement alone does not fulfill all requirements to permit Authorized Person access to confidential information. Additional requirements must also be satisfied, including but not limited to the requirements found in Section 5.11 of the SSA TSSR v.7; requirements of the Information Exchange Agreement between the Social Security Administration and the State of Kansas Department of Labor; and the terms and conditions set forth in the Computer Matching and Privacy Protection Act Agreement (\u201cCMPPA Agreement\u201d) between SSA and the State of Kansas, governing the State Agency\u2019s use of the data disclosed from SSA\u2019s Privacy Act System of Records.\nConfidential information provided hereunder, or identifiable information derived therefrom, shall not be disclosed to any individual(s) that is/are not subject to this agreement. Information provided hereunder, or identifiable information derived therefrom, shall not be copied, downloaded or otherwise placed in any format, including working papers, which may become a public record pursuant to the Kansas Open Records Act (KORA). Authorized Person agrees that they will not provide or allow access of the information obtained hereunder to any agent, third party, contractor, subcontractor, or any other public agency, unless authorized in writing by KDOL, and then conditioned upon said agent, third party, contractor, subcontractor, or any other public agency agreeing in writing to be bound by the use and confidentiality terms and conditions of this Confidentiality Agreement. A copy of any such agreement shall be available for inspection upon request by the KDOL and will not be subject to disclosure to third parties by anyone other than KDOL.\nAuthorized Person agrees that any confidential information or reports generated from such confidential information shall be in aggregate form, and shall not in any way contain personally identifiable information or information which alone, or in combination with other information, is linked, or is linkable, to a specific individual, and which would thereby allow a reasonable person in the community, who does not have personal knowledge of the relevant circumstances, to identify the individual with reasonable certainty. Additionally, Authorized Person agrees that the Authorized Person will use confidential information or reports generated from such confidential information only for the purpose stated in the first paragraph of this agreement.\nAny information maintained by KDOL that has been obtained pursuant to the administration of the Employment Security Law, shall be held confidential and shall not be published or be open to public inspection, other than to public employees in the performance of their public duties, in any manner revealing an individual\u2019s or employing unit\u2019s identity.\nAuthorized Person agrees to comply with all data storage requirements in IRS Publication 1075 for all information systems used for receiving, processing, storing, or transmitting confidential information obtained pursuant to this agreement.\nBoth parties shall exercise reasonable and prudent security procedures to protect such information, reports, returns and other documentation in their possession, including electronic versions thereof, from any unauthorized access and/or disclosure. Access to the information covered by this agreement shall be limited to the minimum number of individuals necessary to achieve the stated purpose of the agreement.\nNotwithstanding any provisions of this agreement, any breach of the confidentiality or non-disclosure provisions above shall be grounds for immediate termination of this agreement without notice, and legal action may be immediately commenced.\nDisposal of Confidential Information\nOnce confidential information or data obtained hereunder is no longer useful for the purposes described herein, Authorized Person agrees to immediately destroy all such confidential information or data maintained on any information system platform or any form of storage media subject to any schedule of retention established by the Kansas Records Board, in the following manner:\nConfidential information obtained pursuant to this agreement, and any paper material generated therefrom, such as copies, photo impressions, computer printouts, notes, and work papers, must be destroyed by burning or shredding. Printed material to be burned must be burned in an incinerator that produces enough heat to burn the entire bundle, or the bundle must be separated to ensure that all pages are incinerated. Printed material to be shredded must be shredded in the following manner: The paper must be inserted so that lines of print are perpendicular to the cutting line; The paper must be shredded to effect 5/16-inch-wide or smaller strips. Consideration should be given to the use of cross-cut shredders; If shredding deviates from the 5/16-inch specification, Confidential information must be safeguarded until it reaches the stage where it is rendered unreadable through additional means, such as burning or pulping.\nConfidential information obtained pursuant to this agreement that is stored in electronic format must be destroyed in the following manner: Electronic media (e.g., hard drives, tapes, CDs, and flash media) must be destroyed according to IRS Publication 1075 guidance in Section 9.3.10.6, Media Sanitization (MP-6), and Section 9.4.7, Media Sanitization. Electronic media containing confidential information must not be made available for reuse by other offices or released for destruction without first being subjected to electromagnetic erasing. If reuse is not intended, the tape must be destroyed by cutting into lengths of 18 inches or less or by burning to effect complete incineration.\nMicrofilm and microfiche must be shredded to effect 1/35-inch by 3/8-inch strips.\nAuthorized Person agrees to permit KDOL to audit and inspect all Authorized Person\u2019s compliance with these requirements.\nModification of Agreement\nNo modification to this agreement shall be effective unless reduced to writing and signed by the parties hereto.\nAUTHORIZED PERSON KANSAS DEPARTMENT OF LABOR\nBy: ______________________ By: ________________________\nPrint name Print Name\nSignature: ______________________ Signature: ________________________\nDate: _______________ Date: _______________\n", - "spans": [ - [ - 0, - 59 - ], - [ - 60, - 68 - ], - [ - 68, - 158 - ], - [ - 159, - 280 - ], - [ - 280, - 480 - ], - [ - 481, - 583 - ], - [ - 584, - 615 - ], - [ - 616, - 878 - ], - [ - 879, - 901 - ], - [ - 902, - 930 - ], - [ - 931, - 974 - ], - [ - 975, - 992 - ], - [ - 993, - 1012 - ], - [ - 1013, - 1038 - ], - [ - 1039, - 1061 - ], - [ - 1062, - 1087 - ], - [ - 1088, - 1110 - ], - [ - 1111, - 1175 - ], - [ - 1176, - 1219 - ], - [ - 1220, - 1256 - ], - [ - 1257, - 1291 - ], - [ - 1292, - 2414 - ], - [ - 2414, - 2657 - ], - [ - 2657, - 2857 - ], - [ - 2858, - 3096 - ], - [ - 3096, - 3225 - ], - [ - 3226, - 3341 - ], - [ - 3341, - 3487 - ], - [ - 3487, - 4017 - ], - [ - 4018, - 4197 - ], - [ - 4197, - 4450 - ], - [ - 4450, - 4900 - ], - [ - 4900, - 5069 - ], - [ - 5070, - 5595 - ], - [ - 5595, - 5820 - ], - [ - 5821, - 6172 - ], - [ - 6173, - 6413 - ], - [ - 6414, - 6663 - ], - [ - 6663, - 6826 - ], - [ - 6827, - 7069 - ], - [ - 7070, - 7106 - ], - [ - 7107, - 7486 - ], - [ - 7487, - 7715 - ], - [ - 7715, - 7905 - ], - [ - 7905, - 8139 - ], - [ - 8139, - 8417 - ], - [ - 8418, - 8772 - ], - [ - 8772, - 8965 - ], - [ - 8965, - 9109 - ], - [ - 9110, - 9191 - ], - [ - 9192, - 9312 - ], - [ - 9313, - 9338 - ], - [ - 9339, - 9451 - ], - [ - 9452, - 9496 - ], - [ - 9497, - 9501 - ], - [ - 9501, - 9524 - ], - [ - 9524, - 9528 - ], - [ - 9528, - 9552 - ], - [ - 9553, - 9574 - ], - [ - 9575, - 9586 - ], - [ - 9586, - 9609 - ], - [ - 9609, - 9620 - ], - [ - 9620, - 9644 - ], - [ - 9645, - 9651 - ], - [ - 9651, - 9667 - ], - [ - 9667, - 9673 - ], - [ - 9673, - 9688 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9, - 10, - 11, - 12, - 13, - 14, - 15, - 16, - 17, - 18, - 19, - 20 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 41 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 31, - 32 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 34 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.itsc.org/Documents/Confidentiality_and_Non-Disclosure_Agreement_Rev_10-20-16.pdf" - }, - { - "id": 83, - "file_name": "confidentiality-agreement.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT FOR DISTRIBUTED GENERATION SERVICE\nTHIS AGREEMENT, is made and entered into this ____ day of ________, 20__, between _____________________________ (\u201cCustomer\u201d) and Minnesota Power. Customer and Minnesota Power may be individually referred to as the \u201cParty\u201d or collectively referred to as the \u201cParties\u201d.\nWHEREAS, Customer desires to interconnect a distributed generation system with Minnesota Power pursuant to the terms set forth in the model Electric Service Agreement for Distributed Generation Service adopted as part of Minnesota Power\u2019s Rider for Distributed Generation Service; and\nWHEREAS, in connection with such Electric Service Agreement, Customer desires to receive Minnesota Power\u2019s Distributed Generation Capacity and Energy Payment Schedule (\u201cPayment Schedule\u201d); and\nWHEREAS, Minnesota Power is willing to disclose such proprietary, non-public information regarding its Payment Schedule; and\nWHEREAS, the Parties recognize the confidential nature of the information and that disclosure or unauthorized use of such information to or by third parties could result in damage to Minnesota Power and its customers;\nNOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein to be kept and performed by the Parties, it is mutually agreed as follows:\n1. Minnesota Power shall furnish to Customer, by any means or medium, the proprietary, non-public information concerning Minnesota Power\u2019s Payment Schedule.\n2. The information, knowledge and material exchanged pursuant to the preceding paragraph shall be referred to as the \u201cInformation.\u201d The Parties hereby agree to retain, and to require all respective representatives to retain, the Information provided pursuant to this Agreement in strict confidence in accordance with the terms set forth below.\n3. It is agreed that the Information will be used by Customer only for the limited purpose of interconnecting a distributed generation system with Minnesota Power. Without the prior written consent of Minnesota Power, any disclosure or other unauthorized use of the Information by Customer is prohibited. This Agreement shall not prohibit disclosure to third party consultants and professional advisors provided such third parties enter into and agree to be bound by this Agreement.\n4. The term \u201cInformation\u201d does not include information which Customer demonstrates by clear and convincing evidence:\na. is already known to Customer, provided that such prior knowledge can be substantiated by written records and documents; or\nb. has become publicly known through no act of the Customer; or\nc. has been rightfully received from a third party not subject to this Agreement; or\nd. has been independently developed by the Customer without reliance on Information, provided that such independent development can be substantiated by written records and documents; or\ne. has been approved for release by written authorization of Minnesota Power; or\nf. has been disclosed pursuant to a requirement of a governmental agency or court of law through no voluntary action or inaction by the Customer.\n5. Customer and Minnesota Power hereby acknowledge that unauthorized disclosure or use of the Information may result in irreparable harm to Minnesota Power. Accordingly, Customer agrees that Minnesota Power shall have the right to obtain a temporary restraining order enjoining disclosure or use of all Information subject to this Agreement. Customer agrees not to contest the granting of such temporary restraining order. Such order shall become permanent upon adequate showing of irreparable injury and ruling by a court of law. The Parties may participate in any contest relating to a permanent injunction.\n6. Upon the written request of Minnesota Power, the Customer shall return to Minnesota Power all documentation and electronic media containing Information and shall provide written certification that copies of all Information have been destroyed or returned.\n7. Customer agrees that, without the prior written consent of Minnesota Power, it will not make any statement to any competitor, customer or other third party with respect to the Information exchanged hereunder or regarding the Project itself.\n8. In further consideration of Minnesota Power disclosing its Information hereunder, Customer agrees that it will not use the Information for any third-party\u2019s benefit or in providing services to third parties (which shall specifically include any wholesale or retail customer served by Minnesota Power).\n9. This Agreement shall be effective for a term of ______ (__) years from the day first written above. Notwithstanding the Parties entering into any further agreement or arrangement, or any other event or occurrence, the provisions of this Agreement relating to nondisclosure (including the provisions relating to the breach of this Agreement) or use of the Information shall remain in full force and effect for ________ years or as long as the Information is confidential and non-public, whichever is less, unless otherwise agreed to in writing by the Parties hereto.\n10. If one or more of the sections or parts hereof are found to be unenforceable, illegal, or contrary to public policy or are in some other manner declared to be unenforceable by a court of competent jurisdiction, this Agreement shall remain in full force and effect except for that paragraph or portion thereof determined to be unenforceable.\n11. Nothing contained in the Agreement shall be construed as granting any rights under any patent, trademark or copyright, by license or otherwise, protecting any Information subject to this Agreement, and that this Agreement does not create a partnership, joint venture or other legal relationship between the Parties. The construction, interpretation and performance of this Agreement, and all transactions under it, shall be governed by the laws of the State of Minnesota, without regard to Minnesota law governing conflict of laws, even if one or more of the Parties hereto may be a resident of, or domiciled in, any other state or country.\n12. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors, representatives and assigns. This Agreement constitutes the entire agreement between the Parties. Customer and Minnesota Power acknowledge and agree that no other statements, representations, agreements or warranties, except those outlined herein, apply to the terms and conditions of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement on the day and year first above written.\nMinnesota Power Customer\nBy By\nIts\n", - "spans": [ - [ - 0, - 79 - ], - [ - 80, - 162 - ], - [ - 162, - 226 - ], - [ - 226, - 347 - ], - [ - 348, - 632 - ], - [ - 633, - 825 - ], - [ - 826, - 950 - ], - [ - 951, - 1168 - ], - [ - 1169, - 1335 - ], - [ - 1336, - 1492 - ], - [ - 1493, - 1625 - ], - [ - 1625, - 1836 - ], - [ - 1837, - 2001 - ], - [ - 2001, - 2142 - ], - [ - 2142, - 2319 - ], - [ - 2320, - 2436 - ], - [ - 2437, - 2562 - ], - [ - 2563, - 2626 - ], - [ - 2627, - 2711 - ], - [ - 2712, - 2897 - ], - [ - 2898, - 2978 - ], - [ - 2979, - 3124 - ], - [ - 3125, - 3151 - ], - [ - 3151, - 3282 - ], - [ - 3282, - 3467 - ], - [ - 3467, - 3548 - ], - [ - 3548, - 3656 - ], - [ - 3656, - 3734 - ], - [ - 3735, - 3993 - ], - [ - 3994, - 4237 - ], - [ - 4238, - 4542 - ], - [ - 4543, - 4646 - ], - [ - 4646, - 5111 - ], - [ - 5112, - 5456 - ], - [ - 5457, - 5777 - ], - [ - 5777, - 6101 - ], - [ - 6102, - 6265 - ], - [ - 6265, - 6334 - ], - [ - 6334, - 6536 - ], - [ - 6537, - 6650 - ], - [ - 6651, - 6675 - ], - [ - 6676, - 6681 - ], - [ - 6682, - 6685 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 6, - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 28 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.mnpower.com/Content/Documents/CustomerService/DistributedGeneration/confidentiality-agreement.pdf" - }, - { - "id": 84, - "file_name": "confidentiality_agreement.pdf", - "text": "Haldex Non-disclosure Agreement\nMay 2015. REG NO: HDX4-51-130\nThis non-disclosure agreement (the \u201cAgreement\u201d) is entered into by and between _______________________, with company registration number ___________________, address at __________________________________ and fax number ________________ hereinafter referred to as \u201cHaldex\u201d, and\n______________________, with company registration number ___________________ , address at __________________________________ and fax number_____________________ hereinafter referred to as the Supplier.\nHaldex and Supplier are hereinafter jointly referred to as Parties and individually as Party.\n1. Purpose\nHaldex and the Supplier will evaluate the possibility to enter into an agreement regarding ________________ ________________________. For this purpose, the Parties need to exchange Confidential Information.\n2. Confidential Information\n2.1 Confidential Information shall mean:\ni) all technical, financial and business information disclosed by one Party to the other Party or by another Haldex Group entity to the Supplier including, but not limited to, documents, data, information, prototypes or components relating to devices, methods, materials, apparatus, designs, research, yields and specifications; and\nii) information relating to the existence of this Agreement;\n2.2 Confidential Information shall not include:\ni) information which was known by a Party prior to receiving it from the other Party if this can be demonstrated by written record;\nii) information which at the time of disclosure is in the public domain or which is published after disclosure or otherwise becomes part of the public domain without breach of this Agreement;\niii) information which the Party can show was received from a third party who did not to the best knowledge of the Party receive the information, directly or indirectly, from the other Party under any obligation of confidentiality; iv) information developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party; and\nv) information which is disclosed due to any requirement under mandatory law.\n3. Undertakings of the Parties\nThe Parties undertake:\ni) to treat all Confidential Information as absolutely secret, private and confidential;\nii) to take all steps necessary to preserve such confidentiality and secrecy;\niii) to prevent disclosure of any such Confidential Information to any third party;\niv) to use the Confidential Information solely for the purpose set out in Section 1;\nv) to disclose the Confidential Information only to those of its directors, employees and consultants who need the Confidential Information to conduct tasks in relation to the purpose set out in Section 1;\nvi) to ascertain that each person who receives Confidential Information is made aware of and comply with this Agreement; and\nvii) to immediately upon request deliver to the other Party all Confidential Information that belong to that Party in any form without retaining any copies thereof, or, at the other Party\u2019s option, certify in writing that all copies of such information have been destroyed.\n4. Disclosure under mandatory law\nIf either Party due to mandatory law is forced to disclose information which would otherwise be considered as Confidential Information, the Party shall prior to the disclosure inform the other Party hereof and the Parties shall mutually decide how to minimize the negative consequences thereof.\n5. Indemnification\nThe Parties undertake to reimburse, indemnify and hold the other Party harmless from any damages, loss or expense incurred by it as a result of either Party violating the terms of this Agreement.\n6. No license\nNothing in this Agreement shall be deemed to constitute or to imply the granting of any license, immunity or other right under any intellectual property right of either Party, or to provide a commitment of any kind by either Party to enter into further agreements with the other Party.\n7. Disputes and Governing Law\n7.1 Any and all disputes, controversies and claims arising out of or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The place of arbitration including the making of the award shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.\n7.2 This Agreement shall be governed by the substantive laws of Sweden.\n8. Term and termination\n8.1 This Agreement enters into force when signed by both Parties. The initial term of the Agreement is three (3) years. If the Agreement is not terminated by notice six (6) months prior to the end of each term, it shall be extended with twelve (12) months with the same notice period until terminated as aforesaid by any Party. However, all obligations of confidentiality and non-use will survive the termination of this Agreement.\n8.2 The obligations under this Agreement shall apply retroactively to any information exchanged prior to the effectiveness of this Agreement.\n8.3 Should the Parties enter into an agreement of the type referred in Section 1 the confidentiality provisions in such agreement will prevail over this Agreement.\n______________\nThis Agreement has been executed in two (2) identical copies of which the Parties have taken one (1) each.\nPlace: Place:\nDate: Date:\n_____________________________ _____________________________\nName of Haldex company Supplier\n_____________________________ _____________________________\nSignature Signature\n_____________________________ _____________________________\nName (print) Name (print)\n____________________________ _____________________________\nTitle Title\nDOCUMENT NO. HDX4-51-130 Replaces SCM-0021 LEGAL#1597040V1\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 42 - ], - [ - 42, - 61 - ], - [ - 62, - 141 - ], - [ - 141, - 199 - ], - [ - 199, - 231 - ], - [ - 231, - 266 - ], - [ - 266, - 281 - ], - [ - 281, - 338 - ], - [ - 339, - 396 - ], - [ - 396, - 429 - ], - [ - 429, - 464 - ], - [ - 464, - 500 - ], - [ - 500, - 540 - ], - [ - 541, - 634 - ], - [ - 635, - 645 - ], - [ - 646, - 737 - ], - [ - 737, - 754 - ], - [ - 754, - 780 - ], - [ - 780, - 852 - ], - [ - 853, - 880 - ], - [ - 881, - 921 - ], - [ - 922, - 1254 - ], - [ - 1255, - 1315 - ], - [ - 1316, - 1363 - ], - [ - 1364, - 1495 - ], - [ - 1496, - 1687 - ], - [ - 1688, - 1920 - ], - [ - 1920, - 2121 - ], - [ - 2122, - 2199 - ], - [ - 2200, - 2230 - ], - [ - 2231, - 2253 - ], - [ - 2254, - 2342 - ], - [ - 2343, - 2420 - ], - [ - 2421, - 2504 - ], - [ - 2505, - 2589 - ], - [ - 2590, - 2795 - ], - [ - 2796, - 2920 - ], - [ - 2921, - 3194 - ], - [ - 3195, - 3228 - ], - [ - 3229, - 3523 - ], - [ - 3524, - 3542 - ], - [ - 3543, - 3738 - ], - [ - 3739, - 3752 - ], - [ - 3753, - 4038 - ], - [ - 4039, - 4068 - ], - [ - 4069, - 4350 - ], - [ - 4350, - 4412 - ], - [ - 4412, - 4499 - ], - [ - 4499, - 4568 - ], - [ - 4569, - 4573 - ], - [ - 4573, - 4640 - ], - [ - 4641, - 4664 - ], - [ - 4665, - 4669 - ], - [ - 4669, - 4731 - ], - [ - 4731, - 4785 - ], - [ - 4785, - 4993 - ], - [ - 4993, - 5096 - ], - [ - 5097, - 5101 - ], - [ - 5101, - 5238 - ], - [ - 5239, - 5243 - ], - [ - 5243, - 5402 - ], - [ - 5403, - 5417 - ], - [ - 5418, - 5524 - ], - [ - 5525, - 5538 - ], - [ - 5539, - 5550 - ], - [ - 5551, - 5581 - ], - [ - 5581, - 5610 - ], - [ - 5611, - 5642 - ], - [ - 5643, - 5673 - ], - [ - 5673, - 5702 - ], - [ - 5703, - 5722 - ], - [ - 5723, - 5753 - ], - [ - 5753, - 5782 - ], - [ - 5783, - 5808 - ], - [ - 5809, - 5838 - ], - [ - 5838, - 5867 - ], - [ - 5868, - 5879 - ], - [ - 5880, - 5893 - ], - [ - 5893, - 5938 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 22, - 24 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 22, - 23 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 58 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32, - 35, - 37 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32, - 37 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 32, - 36 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.haldex.com/globalassets/north-america/documents/supplier/confidentiality_agreement.pdf" - }, - { - "id": 85, - "file_name": "confidentialityandnondisclosureagreement.pdf", - "text": "Confidentiality and Non-Disclosure Agreement\nThis Confidentiality and Non-Disclosure Agreement regarding confidential information (hereinafter \"Information\"), which the Receiving Party has received or will receive from the Inventor/Disclosing Party, is entered in\nbetween\n(hereinafter referred to as the \"Inventor/Disclosing Party\")\nand\n(hereinafter referred to as the \"Receiving Party\")\n1. The Information is supplied in the form of the following documents, prototypes or the like: (List of disclosed material):\n2. The Receiving Party undertakes to keep the Information confidential and not to disclose it to any third parties and to avoid the risk of the information being disclosed to any third parties.\n3. The Receiving Party agrees not to use the Information in any other way than set forth in this Agreement.\n 4. At any time, the Inventor/Disclosing Party is entitled to be informed about how the Receiving Party keeps the Information con\ufb01dential in relation to third parties.\n5. The Receiving Party undertakes not to reveal the Information to any person with whom he cooperates, to any of his employees or the like, in a way exceeding what is considered necessary or justi\ufb01able. If considered necessary or justi\ufb01able, the Receiving Party shall, before passing on the information to third parties, instruct such third parties about the con\ufb01dentiality of the Information, and they shall sign a con\ufb01dentiality and non-disclosure agreement.\n6. Before the Information can be handed over, wholly or partly, to third parties not mentioned in the above provision, the Receiving Party shall obtain Inventor\u2019s/Disclosing Party\u2019s written consent.\n7. The Receiving Party shall register all employees or others having gained insight into the Information. The register must be accessible to the Inventor/Disclosing Party.\n8. If not otherwise agreed in writing, the Receiving Party shall, at the request of the Inventor/ Disclosing Party, immediately return all material describing the Information, as stipulated in provision 1.\nIn the event of the following statement not being signed by the Inventor/Disclosing Party, the Receiving Party is not entitled to copy the Information:\nThe Disclosing Party hereby authorizes the Receiving Party to copy or otherwise reproduce the material disclosed to the extent necessary for an appropriate handling of the material.\n9. This agreement does not cover:\na. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known.\nb. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. If the Receiving Party holds such information, please state it briefly below:\n10. Additional provisions:\nThe Receiving Party is held liable to the Inventor/Disclosing Party for damages in the event of breach of this Agreement. The Receiving Party is also held liable in case of breach of the Agreement by third parties to whom the Receiving Party has handed over the Information wholly or partly.\nAny disputes, arising out or relating to this Agreement, shall be settled by the ordinary courts in the Inventor's/Disclosing Party's home country and according to the legislation of the Inventor's/Disclosing Party's home country.\nLocation:\nDate:\nInventor/Disclosing Party:\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 263 - ], - [ - 264, - 271 - ], - [ - 272, - 332 - ], - [ - 333, - 336 - ], - [ - 337, - 387 - ], - [ - 388, - 512 - ], - [ - 513, - 706 - ], - [ - 707, - 814 - ], - [ - 815, - 816 - ], - [ - 816, - 982 - ], - [ - 983, - 1186 - ], - [ - 1186, - 1443 - ], - [ - 1444, - 1642 - ], - [ - 1643, - 1749 - ], - [ - 1749, - 1814 - ], - [ - 1815, - 2020 - ], - [ - 2021, - 2172 - ], - [ - 2173, - 2354 - ], - [ - 2355, - 2388 - ], - [ - 2389, - 2676 - ], - [ - 2677, - 2839 - ], - [ - 2839, - 2916 - ], - [ - 2917, - 2943 - ], - [ - 2944, - 3066 - ], - [ - 3066, - 3235 - ], - [ - 3236, - 3466 - ], - [ - 3467, - 3476 - ], - [ - 3477, - 3482 - ], - [ - 3483, - 3509 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 17, - 18 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://iprights.dkpto.org/media/18746113/confidentialityandnondisclosureagreement.pdf" - }, - { - "id": 90, - "file_name": "Data_Use_and_Non_Disclosure_Data_Disclosed_to_MDCH_Trauma_Registry_Final_465518_7.pdf", - "text": "Data Use and Non-Disclosure Agreement Concerning the Disclosure of Data for MICHIGAN\u2019S TRAUMA REGISTRY\nThe parties to this Agreement are the Michigan Department of Health and Human Services and _____________________________________________________________________________ (Reporting Entity). This Agreement is effective when the authorized representatives of each party have signed it.\nIn accordance with this Agreement, data are provided by the Reporting Entity to the Michigan Department of Health and Human Services (MDHHS) for the Michigan Trauma Registry.\nThe parties agree to the provisions specified in this Agreement and, as applicable, the Health Insurance Portability and Accountability Act (HIPAA), the Michigan Identity Theft Protection Act, and all other applicable public health, research, and confidentiality laws.\nThe data elements to be provided to MDHHS under this Agreement will be consistent with the required element designated by MDHHS and as identified in the Michigan Administrative Code R. 325.125 et. seq. The data provided to MDHHS will be used only for purposes of the Michigan Trauma Registry, consistent with Part 209 of the Public Health Code and the Michigan Administrative Code R 325.125 through 325.138.\nData in the Michigan Trauma Registry will be disclosed to Regional Trauma Networks through access to the Michigan Trauma Registry database. Individuals granted access to the Michigan Trauma Registry database will be required to execute user agreements with MDHHS. With regard to the data disclosed to MDHHS under this Agreement, the MDHHS agrees to:\n1. Use and disclose the data only in accordance with this Agreement, or as otherwise authorized by law;\n2. Notify Reporting Entity within a reasonable time prior to disclosing data that is required by law so that Reporting Entity may have an opportunity to object to such disclosure if necessary;\n3. Limit access to these data only to those MDHHS employees whose job responsibilities require access to the information;\n4. Use appropriate safeguards to prevent the use or disclosure of the information other than as provided by this Agreement;\n5. Report to the Reporting Entity within ten (10) business days of discovery any actual or suspected inappropriate use, disclosure, or breach of information from the Michigan Trauma Registry that involves data submitted under this Agreement;\n6. Make no attempt to identify or contact the individuals or entities within the data provided unless permitted in Part 209 of the Public Health Code or the Michigan Administrative Code R 325.125 through 325.138;\n7. Destroy all originals and copies of potentially identifiable information, in any format, in accordance with industry standards when no longer needed. This includes, but is not limited to: magnetic tapes, micro disk files, paper records, etc.;\n8. Clean computer hard drives (including, but not limited to, those stored in computers, laptops, printer, and copiers) and any portable storage media of any data received under this Agreement in accordance with industry standards before disposing of; and\n9. Not use the data provided to engage in any method, act, or practice which constitutes a commercial solicitation or advertisement of goods, services, or real estate to consumers.\nThis Agreement may be terminated upon sixty days (60) written notice of the non-terminating party by the terminating party.\nThis Agreement may be amended in a writing that is signed by each party\u2019s authorized representative.\nThe parties acknowledge and agree that the unauthorized use or disclosure of confidential information is punishable by imprisonment or fine or both under applicable state and federal laws specific to the data released.\nThe parties have read and understand the above conditions and acknowledge that by their authorized representative\u2019s signature below they agree to the terms and conditions above. Each party acknowledges that its authorized representative has the authority to execute this agreement its behalf.\nAUTHORIZED REPORTING ENTITY REPRESENTATIVE:\n___________________________________________________________________________\nPrint Name Title\n___________________________________________________________________________\nSignature Date\nAUTHORIZED MDHHS REPRESENTATIVE:\n___________________________________________________________________________\nPrint Name Title\n___________________________________________________________________________\nSignature Date\n", - "spans": [ - [ - 0, - 102 - ], - [ - 103, - 272 - ], - [ - 272, - 292 - ], - [ - 292, - 385 - ], - [ - 386, - 560 - ], - [ - 561, - 829 - ], - [ - 830, - 1032 - ], - [ - 1032, - 1237 - ], - [ - 1238, - 1378 - ], - [ - 1378, - 1502 - ], - [ - 1502, - 1587 - ], - [ - 1588, - 1691 - ], - [ - 1692, - 1884 - ], - [ - 1885, - 2006 - ], - [ - 2007, - 2130 - ], - [ - 2131, - 2372 - ], - [ - 2373, - 2585 - ], - [ - 2586, - 2739 - ], - [ - 2739, - 2831 - ], - [ - 2832, - 3087 - ], - [ - 3088, - 3268 - ], - [ - 3269, - 3318 - ], - [ - 3318, - 3392 - ], - [ - 3393, - 3493 - ], - [ - 3494, - 3712 - ], - [ - 3713, - 3891 - ], - [ - 3891, - 4005 - ], - [ - 4006, - 4049 - ], - [ - 4050, - 4125 - ], - [ - 4126, - 4142 - ], - [ - 4143, - 4218 - ], - [ - 4219, - 4233 - ], - [ - 4234, - 4266 - ], - [ - 4267, - 4342 - ], - [ - 4343, - 4359 - ], - [ - 4360, - 4435 - ], - [ - 4436, - 4450 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 10, - 17 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7, - 11, - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.michigan.gov/documents/mdch/Data_Use_and_Non_Disclosure_Data_Disclosed_to_MDCH_Trauma_Registry_Final_465518_7.pdf" - }, - { - "id": 97, - "file_name": "dhs-nda.pdf", - "text": "DEPARTMENT OF HOMELAND SECURITY\nNON-DISCLOSURE AGREEMENT\nI, _______________________________________, an individual official, employee, consultant, or subcontractor of or to _____________________ (the Authorized Entity), intending to be legally bound, hereby consent to the terms in this Agreement in consideration of my being granted conditional access to certain information, specified below, that is owned by, produced by, or in the possession of the United States Government.\n(Signer will acknowledge the category or categories of information that he or she may have access to, and the signer\u2019s willingness to comply with the standards for protection by placing his or her initials in front of the applicable category or categories.)\nInitials:\nProtected Critical Infrastructure Information (PCII)\nI attest that I am familiar with, and I will comply with all requirements of the PCII program set out in the Critical Infrastructure Information Act of 2002 (CII Act) (Title II, Subtitle B, of the Homeland Security Act of 2002, Public Law 107-296, 196 Stat. 2135, 6 USC 101 et seq.), as amended, the implementing regulations thereto (6 CFR Part 29), as amended, and the applicable PCII Procedures Manual, as amended, and with any such requirements that may be officially communicated to me by the PCII Program Manager or the PCII Program Manager\u2019s designee.\nInitials:\nSensitive Security Information (SSI)\nI attest that I am familiar with, and I will comply with the standards for access, dissemination, handling, and safeguarding of SSI information as cited in this Agreement and in accordance with 49 CFR Part 1520, \u201cProtection of Sensitive Security Information,\u201d \u201cPolicies and Procedures for Safeguarding and Control of SSI,\u201d as amended, and any supplementary guidance issued by an authorized official of the Department of Homeland Security.\nInitials:\nOther Sensitive but Unclassified (SBU)\nAs used in this Agreement, sensitive but unclassified information is an over-arching term that covers any information, not otherwise indicated above, which the loss of, misuse of, or unauthorized access to or modification of could adversely affect the national interest or the conduct of Federal programs, or the privacy to which individuals are entitled under Section 552a of Title 5, as amended, but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy. This includes information categorized by DHS or other government agencies as: For Official Use Only (FOUO); Official Use Only (OUO); Sensitive Homeland Security Information (SHSI); Limited Official Use (LOU); Law Enforcement Sensitive (LES); Safeguarding Information (SGI); Unclassified Controlled Nuclear Information (UCNI); and any other identifier used by other government agencies to categorize information as sensitive but unclassified.\nI attest that I am familiar with, and I will comply with the standards for access, dissemination, handling, and safeguarding of the information to which I am granted access as cited in this Agreement and in accordance with the guidance provided to me relative to the specific category of information.\nI understand and agree to the following terms and conditions of my access to the information indicated above:\n1. I hereby acknowledge that I have received a security indoctrination concerning the nature and protection of information to which I have been provided conditional access, including the procedures to be followed in ascertaining whether other persons to whom I contemplate disclosing this information have been approved for access to it, and that I understand these procedures.\n 2. By being granted conditional access to the information indicated above, the United States Government has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement and the laws, regulations, and directives applicable to the specifi c categories of information to which I am granted access.\n3. I attest that I understand my responsibilities and that I am familiar with and will comply with the standards for protecting such information that I may have access to in accordance with the terms of this Agreement and the laws, regulations, and/or directives applicable to the specifi c categories of information to which I am granted access. I understand that the United States Government may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling and safeguarding information under this Agreement.\n4. I will not disclose or release any information provided to me pursuant to this Agreement without proper authority or authorization. Should situations arise that warrant the disclosure or release of such information I will do so only under approved circumstances and in accordance with the laws, regulations, or directives applicable to the specific categories of information. I will honor and comply with any and all dissemination restrictions cited or verbally relayed to me by the proper authority.\n5. (a) For PCII - (1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession.\n(2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager\u2019s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended.\n(b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or 3) upon the determination that my official duties do not require further access to such information.\n6. I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, in the case of SSI or SBU, unless such alteration or removal is consistent with the requirements set forth in the laws, regulations, or directives applicable to the specific category of information or, in the case of PCII, unless such alteration or removal is authorized by the PCII Program Manager or the PCII Program Manager\u2019s designee. I agree that if I use information from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same matter as the original.\n7. I hereby agree that I shall promptly report to the appropriate official, in accordance with the guidance issued for the applicable category of information, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation, I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations.\n8. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to the information covered by this Agreement. This may serve as a basis for denying me conditional access to other types of information, to include classified national security information.\n9. (a) With respect to SSI and SBU, I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of the information not consistent with the terms of this Agreement.\n(b) With respect to PCII I hereby assign to the entity owning the PCII and the United States Government, all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of PCII not consistent with the terms of this Agreement.\n10. This Agreement is made and intended for the benefit of the United States Government and may be enforced by the United States Government or the Authorized Entity. By granting me conditional access to information in this context, the United States Government and, with respect to PCII, the Authorized Entity, may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the United States Government nor the Authorized Entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement.\n11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter.\n12. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect.\n13. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or non-disclosure Agreement which I have executed or may execute with the United States Government or any of its departments or agencies.\n14. These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958, as amended; Section 7211 of Title 5, United States Code (governing disclosures to Congress); Section 1034 of Title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 18, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 USC 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling.\n15. Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.\n16. I represent and warrant that I have the authority to enter into this Agreement.\n17. I have read this Agreement carefully and my questions, if any, have been answered. I acknowledge that the briefing officer has made available to me any laws, regulations, or directives referenced in this document so that I may read them at this time, if I so choose.\nDEPARTMENT OF HOMELAND SECURITY\nNON-DISCLOSURE AGREEMENT\nAcknowledgement\nTyped/Printed Name: Government/Department/Agency/Business Address Telephone Number:\nI make this Agreement in good faith, without mental reservation or purpose of evasion.\nSignature:\nWITNESS:\nTyped/Printed Name: Government/Department/Agency/Business Address Telephone Number:\nSignature:\nThis form is not subject to the requirements of P.L. 104-13, \u201cPaperwork Reduction Act of 1995\u201d 44 USC, Chapter 35.\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 56 - ], - [ - 57, - 60 - ], - [ - 60, - 195 - ], - [ - 195, - 478 - ], - [ - 479, - 736 - ], - [ - 737, - 746 - ], - [ - 747, - 799 - ], - [ - 800, - 1357 - ], - [ - 1358, - 1367 - ], - [ - 1368, - 1404 - ], - [ - 1405, - 1843 - ], - [ - 1844, - 1853 - ], - [ - 1854, - 1892 - ], - [ - 1893, - 2482 - ], - [ - 2482, - 2923 - ], - [ - 2924, - 3224 - ], - [ - 3225, - 3334 - ], - [ - 3335, - 3712 - ], - [ - 3713, - 3714 - ], - [ - 3714, - 4113 - ], - [ - 4114, - 4461 - ], - [ - 4461, - 4700 - ], - [ - 4701, - 4836 - ], - [ - 4836, - 5080 - ], - [ - 5080, - 5204 - ], - [ - 5205, - 5208 - ], - [ - 5208, - 5223 - ], - [ - 5223, - 5563 - ], - [ - 5564, - 5969 - ], - [ - 5970, - 6376 - ], - [ - 6376, - 6476 - ], - [ - 6476, - 6527 - ], - [ - 6527, - 6603 - ], - [ - 6603, - 6703 - ], - [ - 6704, - 7233 - ], - [ - 7233, - 7456 - ], - [ - 7457, - 7774 - ], - [ - 7774, - 7881 - ], - [ - 7882, - 8059 - ], - [ - 8059, - 8202 - ], - [ - 8203, - 8206 - ], - [ - 8206, - 8494 - ], - [ - 8495, - 8796 - ], - [ - 8797, - 8963 - ], - [ - 8963, - 9298 - ], - [ - 9298, - 9889 - ], - [ - 9890, - 10239 - ], - [ - 10240, - 10291 - ], - [ - 10291, - 10426 - ], - [ - 10427, - 10659 - ], - [ - 10660, - 11691 - ], - [ - 11691, - 11879 - ], - [ - 11880, - 12088 - ], - [ - 12089, - 12172 - ], - [ - 12173, - 12260 - ], - [ - 12260, - 12443 - ], - [ - 12444, - 12475 - ], - [ - 12476, - 12500 - ], - [ - 12501, - 12516 - ], - [ - 12517, - 12600 - ], - [ - 12601, - 12687 - ], - [ - 12688, - 12698 - ], - [ - 12699, - 12707 - ], - [ - 12708, - 12791 - ], - [ - 12792, - 12802 - ], - [ - 12803, - 12917 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 28, - 31, - 33 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://fas.org/sgp/othergov/dhs-nda.pdf" - }, - { - "id": 99, - "file_name": "eHandshake_Non_Disclosure_Agreement.pdf", - "text": "Non-Disclosure / Confidentiality Agreement\nPartner Ireland Insurance Limited\n-and-\n Individual(s) submitting information via the eHandshake on partnerre.com\nPARTIES\n(1) Partner Ireland Insurance Limited of 5th Floor, Block 1, The Oval, 160 Shelbourne Road, Dublin 4, Ireland and registered in Ireland with company number 395190.\n(2) Individual(s) submitting information via the interactive e-handshake on partnerre.com Each a \u201cParty\u201d and collectively referred to as the \u201cParties\u201d.\nBACKGROUND\nIn order to allow the Parties to engage in insurance mediation activities (the \u201cBusiness Under Discussion\u201d) the Parties have agreed to enter into this non-disclosure / confidentiality agreement (the \u201cAgreement\u201d) with respect to all Information (as hereinafter defined) furnished by one Party (the \u201cProviding Party\u201d) to the other (the \u201cReceiving Party\u201d). The execution of this Agreement does not constitute the creation of a business relationship.\nIT IS AGREED\n1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the \u201cRepresentatives\u201d), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the \u201cInformation\u201d), as strictly confidential.\n2. The Receiving Party shall limit the possession and use of the Information to a \u201cneed-to-know\u201d basis among its Representatives.\n3. Information does not include, however, information which (a) is or becomes generally available to the public; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Providing Party; (c) is independently developed by the Receiving Party; or (d) becomes available to the Receiving Party on a non-confidential basis after the date hereof from a third party which was not known by the Receiving Party to be subject to a confidentiality agreement with the Providing Party and which is not otherwise prohibited from transmitting the information to the Receiving Party.\n4. The Receiving Party agrees that the Information will be used solely for giving effect to the Business Under Discussion and further that it will not disclose to any person (i) the Information and (ii) the fact that the Information has been made available to the Receiving Party or that the Receiving Party have inspected any portion of the Information, for any reason or purpose whatsoever, unless the Providing Party has consented in writing to such disclosure or except as stated otherwise herein or as required by law, order, decree, regulation, or governmental agency request. The term \u201cperson\u201d as used in these provisions shall be broadly interpreted to include without limitation any corporation, company, partnership, individual or group.\n5. In the event that the Receiving Party is required by applicable law or regulation or by legal process to disclose any of the Information, the Receiving Party agrees that it will provide the Providing Party with prompt written notice of such request(s) prior to the required disclosure and the Providing Party shall use reasonable efforts, at its own expense, to seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained and a waiver hereunder is not received, the Receiving Party shall disclose only that portion of the Information which is legally required and shall use its best efforts to obtain assurances that confidential treatment will be accorded to such Information.\n6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain that portion of the Information for legal, regulatory or internal compliance purposes, which will continue to be treated as confidential on the terms hereof.\n7. The Parties agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provision of the Information is not intended to and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved.\n8. Any breach or threatened breach of this Agreement shall constitute a breach that may cause irreparable injury, not readily measurable in money, and for which the Providing Party, without waiving any other rights or remedies at law or in equity, shall be entitled to seek injunctive relief or other equitable relief. Any such right or remedy and any and all other rights or remedies provided for herein shall be cumulative and not exclusive and in addition to any and all other rights or remedies which the Providing Party may have under this Agreement or otherwise.\n9. The Parties agree that, in the event of loss or damage to the Providing Party as a result of breach of the provisions of this Agreement, the Receiving Party shall be liable only in respect of loss or damage resulting directly from the breach, and no liability will be accepted in respect of any special, indirect, incidental or consequential losses or damages whatsoever (including, but not limited to, lost profits or revenue) suffered by the Providing Party or any person connected with the Providing Party, arising out of the performance or breach of this Agreement, whether claims for said losses or damages are premised on contract, tort (including negligence), or otherwise.\n10. It is further understood and agreed that no failure or delay by any of the Parties to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No modification, amendment or waiver of this Agreement shall be binding unless it is in writing and signed by each of the Parties. There are no third party beneficiaries to this Agreement.\n11. This Agreement shall be governed in accordance with the laws of England and Wales without giving effect to conflict of law principles, and the Parties agree to submit to the non-exclusive jurisdiction of the English courts.\n12. 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Products of services also fall under this non-disclosure agreement, with the sole exception that the Recipient can use products of services as portfolio examples on the Pitchdeckfire.com website or otherwise, provided that the images are in a non-editable format, and scrubbed clean of branding and specific content (blurred out all logos, company and industry specific content), unless contrary written permission is given by the disclosing party.\nThe Parties hereby agree as follows:\n1. For purposes of this Agreement, \"Confidential Information\" shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend \"Confidential\" or an equivalent designation.\n2. All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party\u2019s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party\u2019s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.\n3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED \"AS IS\". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality.\n5. In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorneys' fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.\n6. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the state of Colorado. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof.\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.\nDisclosing Party: The Recipient:\nCompany: _______________________ Company: _____Pitch Deck Fire______\nName: __________________________ Name: _______Stacie Shaw__________\nRole: ___________________________ Role: _________Founder___________\nPhone Number: __________________ Phone Number: ___214-770-9216____\nSignature: Signature:\n_______________________________ _______________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 66 - ], - [ - 67, - 166 - ], - [ - 166, - 288 - ], - [ - 289, - 379 - ], - [ - 380, - 620 - ], - [ - 620, - 1068 - ], - [ - 1069, - 1105 - ], - [ - 1106, - 1417 - ], - [ - 1417, - 1582 - ], - [ - 1583, - 1724 - ], - [ - 1724, - 2051 - ], - [ - 2051, - 2387 - ], - [ - 2387, - 2513 - ], - [ - 2513, - 2707 - ], - [ - 2708, - 2832 - ], - [ - 2832, - 2984 - ], - [ - 2984, - 3034 - ], - [ - 3034, - 3201 - ], - [ - 3202, - 3330 - ], - [ - 3330, - 3424 - ], - [ - 3424, - 3578 - ], - [ - 3579, - 3896 - ], - [ - 3896, - 4206 - ], - [ - 4207, - 4345 - ], - [ - 4345, - 4467 - ], - [ - 4467, - 4610 - ], - [ - 4611, - 4707 - ], - [ - 4708, - 4726 - ], - [ - 4726, - 4740 - ], - [ - 4741, - 4750 - ], - [ - 4750, - 4774 - ], - [ - 4774, - 4794 - ], - [ - 4794, - 4799 - ], - [ - 4799, - 4809 - ], - [ - 4810, - 4816 - ], - [ - 4816, - 4843 - ], - [ - 4843, - 4863 - ], - [ - 4863, - 4877 - ], - [ - 4878, - 4884 - ], - [ - 4884, - 4912 - ], - [ - 4912, - 4918 - ], - [ - 4918, - 4945 - ], - [ - 4946, - 4960 - ], - [ - 4960, - 4979 - ], - [ - 4979, - 4993 - ], - [ - 4993, - 5012 - ], - [ - 5013, - 5034 - ], - [ - 5035, - 5067 - ], - [ - 5067, - 5098 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://pitchdeckfire.com/wp-content/uploads/2016/02/Generic-NDA-Pitch-Deck-Fire.pdf" - }, - { - "id": 127, - "file_name": "ICTSC-NDA-General-MandA-signed.pdf", - "text": "Confidentiality & Non-Disclosure Agreement\n1. PARTIES AND DATE:\nThis agreement is made on: [Date] between:\n(1) [Company] of [Address] ; and\n(2) ICT Strategic Consulting, 56 Minnamorra Avenue, Earlwood NSW, 2206 Australia (\u201cICTSC\u201d).\n2. BACKGROUND\nThe parties intend to investigate a Project or Business Opportunity concerning:\nPotential investment, sale or acquisition of ICT businesses in Australia.\nFor this purpose (\u201cPurpose\u201d), the parties intend to make confidential information available to each other, and wish to protect this information in accordance with this agreement.\n3. DEFINITIONS AND INTERPRETATIONS\n\"Confidential Information\" of a disclosing party (\"Discloser\") means the following, regardless of its form and including copies made by the receiving party (\"Recipient\"), whether the Recipient becomes aware of it before or after the date of this Agreement:\n\uf0b7 all information treated by the Discloser as confidential; and\n\uf0b7 disclosed by the Discloser to the Recipient or of which the Recipient becomes aware, including but not limited to, the information specified in Schedule 1;\nexcept where that information is:\n\uf0b7 made public other than by the Recipient breaching this agreement;\n\uf0b7 legally required to be disclosed by the Recipient;\n\uf0b7 known to the Recipient free of any obligation to keep it confidential; or\n\uf0b7 Independently developed by the Recipient without use, directly or indirectly of Confidential Information received from the Discloser.\n\"Unauthorised Persons\" means officers, employees or advisers of the Recipient who are not required to have access to the Confidential Information for the Purpose, and any other person who is not a party to this agreement.\nReferences to clauses and parties are references to clauses of, and parties to, this agreement; references to things include parts of those things; references to persons include legal and natural persons; and words importing the singular include the plural and vice versa.\n4. CONFIDENTIAL INFORMATION OBLIGATIONS\nIn consideration of each party disclosing its Confidential Information to the other party for the Purpose, the Recipient must ensure that Confidential Information is:\n\uf0b7 maintained confidential with at least the standard of care that the Recipient maintains to protect its own confidential information;\n\uf0b7 not disclosed to any Unauthorised Person;\n\uf0b7 only used for the Purpose; and\n\uf0b7 not reproduced in any form except as required for the purpose.\nThe Recipient must ensure that access to Confidential Information is only given to those of its officers, employees and advisers who require access for the Purpose, and that those officers, employees and advisers are informed of the confidential nature of the Confidential Information and keep that information confidential. Parties to whom the information is imparted must be warned that included \u2018insider information,\u2019 regarding publicly listed and traded shares may preclude them from such trade in those shares.\nThe Confidential Information remains at all times the property of the Discloser, and other than as provided in this agreement, no rights in respect of the Confidential Information are granted or conveyed to the Recipient.\nIn the event that the Recipient is legally required to disclose any Confidential Information, the Recipient must immediately notify the Discloser of that fact.\nWithin 7 days of a written request by the Discloser, the Recipient must return all Confidential Information, and provide a signed certificate stating that all Confidential Information in the Recipient's possession or control has been returned.\n5. RELATIONSHIP OF PARTIES\nThe parties are independent parties and nothing in this agreement constitutes a joint venture, partnership or agency. Neither party has, nor may hold itself out as having, any obligation to perform any activity or to enter into any business relationship in relation to the purpose for which confidential information was made available.\nNeither party may make any public announcement or press release concerning the purpose or this agreement without the prior written consent of the other party.\n6. GENERAL\nThe parties make no warranties or representations to each other in relation to any Confidential Information including (without limitation) as to the accuracy or completeness of any Confidential Information.\nA power or right in this agreement may only be waived in writing, signed by the party to be bound by the waiver, and this agreement may only be amended or supplemented in writing executed by both parties.\nThe obligations in this agreement survive the termination or purported termination of this agreement.\nThis agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.\n7. SCHEDULE 1\n\uf0b7 financial and business information;\n\uf0b7 potential customers and partners names;\n\uf0b7 pricing arrangements;\n\uf0b7 specifications and drawings;\n\uf0b7 accounting systems and management\ninformation systems;\n\uf0b7 the fact that the parties are discussing a Project or Opportunity;\n\uf0b7 data of any sort;\n\uf0b7 proposed business deals;\n\uf0b7 contracts or agreements;\n\uf0b7 strategies;\n\uf0b7 business plans, models, reports, and market projections;\n\uf0b7 the status of the Project or Opportunity; and\n\uf0b7 the fact that the parties have made information available to each other and are inspecting or evaluating that information;\n8. EXECUTION\nSIGNED for and on behalf of [Company] by\n[Sign]\n[Name] [Title]\n[Witness Sign]\n[Witness Name, Title, Co.]\nSIGNED for and on behalf of ICT Strategic Consulting by:\n Dr Paul D Hauck, Principal\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 33 - ], - [ - 33, - 42 - ], - [ - 43, - 63 - ], - [ - 64, - 106 - ], - [ - 107, - 139 - ], - [ - 140, - 184 - ], - [ - 184, - 231 - ], - [ - 232, - 245 - ], - [ - 246, - 325 - ], - [ - 326, - 399 - ], - [ - 400, - 578 - ], - [ - 579, - 613 - ], - [ - 614, - 870 - ], - [ - 871, - 934 - ], - [ - 935, - 1092 - ], - [ - 1093, - 1126 - ], - [ - 1127, - 1194 - ], - [ - 1195, - 1247 - ], - [ - 1248, - 1323 - ], - [ - 1324, - 1459 - ], - [ - 1460, - 1681 - ], - [ - 1682, - 1954 - ], - [ - 1955, - 1994 - ], - [ - 1995, - 2161 - ], - [ - 2162, - 2296 - ], - [ - 2297, - 2340 - ], - [ - 2341, - 2373 - ], - [ - 2374, - 2438 - ], - [ - 2439, - 2764 - ], - [ - 2764, - 2954 - ], - [ - 2955, - 3176 - ], - [ - 3177, - 3336 - ], - [ - 3337, - 3580 - ], - [ - 3581, - 3607 - ], - [ - 3608, - 3726 - ], - [ - 3726, - 3943 - ], - [ - 3944, - 4102 - ], - [ - 4103, - 4113 - ], - [ - 4114, - 4320 - ], - [ - 4321, - 4525 - ], - [ - 4526, - 4627 - ], - [ - 4628, - 4698 - ], - [ - 4698, - 4779 - ], - [ - 4780, - 4792 - ], - [ - 4792, - 4793 - ], - [ - 4794, - 4831 - ], - [ - 4832, - 4873 - ], - [ - 4874, - 4897 - ], - [ - 4898, - 4928 - ], - [ - 4929, - 4964 - ], - [ - 4965, - 4985 - ], - [ - 4986, - 5054 - ], - [ - 5055, - 5074 - ], - [ - 5075, - 5101 - ], - [ - 5102, - 5128 - ], - [ - 5129, - 5142 - ], - [ - 5143, - 5201 - ], - [ - 5202, - 5249 - ], - [ - 5250, - 5374 - ], - [ - 5375, - 5387 - ], - [ - 5388, - 5428 - ], - [ - 5429, - 5435 - ], - [ - 5436, - 5450 - ], - [ - 5451, - 5465 - ], - [ - 5466, - 5492 - ], - [ - 5493, - 5549 - ], - [ - 5550, - 5551 - ], - [ - 5551, - 5568 - ], - [ - 5568, - 5577 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 13, - 15, - 37, - 52, - 58, - 59 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 13, - 15, - 44, - 45, - 46, - 47, - 48, - 49, - 50, - 51, - 52, - 53, - 54, - 55, - 56, - 57, - 58, - 59 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 13, - 14, - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 16, - 20 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21, - 24, - 26, - 29 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 13, - 24, - 28 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21, - 24, - 26, - 29 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24, - 27 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://ictstrategicservices.com.au/wp-content/uploads/2016/08/ICTSC-NDA-General-MandA-signed.pdf" - }, - { - "id": 129, - "file_name": "IMOA%20Molybdenum%20Consortium%20NDA%20Agreement%20amended%20Jan%2008,%20valid%20March%2009%20onwards.pdf", - "text": "NON-DISCLOSURE AND NON-USE AGREEMENT (First Amendment, January 2008)\nThis Non-Disclosure and Non-Use Agreement (the \u201cAgreement\u201d) is made and entered into by and among\nTHE UNDERSIGNED INDIVIDUAL COMPANIES (each of them being referred to as \u201cReceiving Party\u201d).\nWHEREAS the Receiving Party intends to become party to the REACH Consortium Agreement of 1 January 2007 (the \u201cConsortium Agreement\u201d);\nWHEREAS, pursuant to the provisions of the Consortium Agreement, the Receiving Party will be provided with Materials for registration under Regulation of the European Parliament and of the Council concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (\u201cREACH\u201d);\nWHEREAS, Section 14 of the Consortium Agreement requires the signature by each Member of the Consortium of the present Non-Disclosure and Non-Use Agreement;\nNOW, THEREFORE, for and in consideration of the premises and covenants herein contained, it is agreed as follows:\n1. Definitions\nFor the purpose of the present Agreement, \u201cMaterial\u201d is defined as any data, test, study or any information in support of the Registration under REACH made available to the Consortium or generated or determined or used in any way by the Consortium to comply with the requirements of REACH and provided to the Receiving Party for the purpose of registration under REACH. This Material shall include, without limitation: (i) Data and/or Studies acquired, licensed, developed or contracted or obligated for by the Consortium pursuant to Section 10 of the Consortium Agreement; (ii) Registration Dossier - technical dossier comprising studies, including test results; study summaries; proposals for testing; classification and labelling; guidance on safe use; plus a chemical safety report; and (iii) draft Registration Dossier, interim and working documents related to the preparation of the Registration Dossier, know-how, technical information, researches, methods, practices, procedures, processes, formulas and more generally any information with respect to substances that is made available, in written or oral form, to the Receiving Party by the Consortium and/or the Consortium Members. Unless defined herein, the definitions in this Agreement shall be the same as those set forth in the Consortium Agreement.\n2. Non-disclosure and Restriction on Use\nThe Receiving Party agrees to retain the Material in confidence and not to use the Material for any purpose other than in accordance with the terms of this Agreement and of the Consortium Agreement.\nIn Particular, the Receiving Party undertakes (in addition and without prejudice to any commitments under the Consortium Agreement), that:\na. the Receiving Party shall not disclose the Material to any Third Party except with the Steering Committee\u2019s prior written consent and provided that no other legal disclosure requirement applies;\nb. the Material shall neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized by the Consortium Agreement or otherwise approved in writing by the Steering Committee;\nThe Receiving Party acknowledges that the covenants of non-disclosure and non-use in this Agreement shall be effective in every country in the world.\nThe Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure or improper use of the Material, to prevent the material from falling into the public domain, and to protect it from falling into the possession of Third Parties. Such measures include, but shall not be limited to, the highest degree of care that the Receiving Party utilises to protect its own confidential information. In the event of loss or theft of any documents, items of work in progress, or any work products embodying Material, the Consortium Secretariat must be notified immediately by the Receiving Party, who shall cooperate fully in remedying same.\n3. Permitted Disclosure of Material\na. The Receiving Party shall solely disclose the Material to its affiliates, employees and persons in the Receiving Party\u2019s organization who (i) have responsibility for or are directly concerned with the purposes of this Agreement and of the Consortium Agreement; (ii) are subject to non-disclosure or confidentiality obligations to the Receiving Party (the Material constituting protected information for purposes of such obligations); and (iii) have been informed and are fully aware of the Receiving Party\u2019s obligations under this agreement and under the Consortium Agreement.\nb. The Receiving Party may provide its customers with (i) Safety Data Sheets as defined in Article 31 of REACH, (ii) relevant exposure scenarios, or (iii) other available and relevant information about the substance that is necessary to enable appropriate risk management measures to be identified and applied.\nc. The Receiving Party may disclose the Material if and to the extent that such disclosure is required by law or court order, provided that the Receiving Party notifies the Disclosing Party. Any disclosure of Data and/or Studies that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee.\nd. The Receiving Party and its Affiliates may use the Material for compliance with laws and regulations in other non-EU jurisdictions provided that the confidentiality of the Material is guaranteed and in compliance with the NDA. Any disclosure of the Data and/or Studies for the purposes of compliance with non-EU regulatory requirements that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee.\ne. For the avoidance of doubt, nothing in this Non-Disclosure Agreement shall prevent an Individual Member from supplying Data and/or Studies in its possession or control to a Governmental Authority where required to do so by law or regulation and where refusing to do so would require the Individual Member to violate that law or regulation and subject the Individual Member to fines or other sanction by the Governmental Authority.\n4. Exceptions to Non-Disclosure\nThe Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which:\na. is or becomes known publicly through no wrongful act of the Receiving Party; or\nb. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party\u2019s prior written records; or\nc. is learned by the Receiving Party from a third party under no obligation to the Consortium; or\nd. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder;\ne. is approved for release by the Consortium Committee in compliance with Article 119 of REACH on electronic public access with the decision for submission of a Registration Dossier;\nf. is approved for release by written authorisation of the Steering Committee or the IMOA Executive Committee; or\ng. is publicly disclosed in accordance with the provisions of Section 15 of the Consortium Agreement.\n5. Term\nThis Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration.\n6. No Licence\nNothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement.\n7. Indemnity\nThe Receiving Party acknowledges and agrees that any breach of this Agreement would cause immediate and irreparable injury to the Consortium and its Members. Should the Receiving Party violate any of the terms and conditions of this Agreement, the Consortium Members shall be entitled, in addition to any other remedies that maybe available, in law, in equity or otherwise, to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\nIn addition, in case of violation of this Agreement, the Receiving Party may be expelled from the Consortium in accordance with the conditions provided in Section 4 of the Consortium Agreement.\n8. Waiver\nNo failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.\n9. Severability\nIf any one or more of the provisions of this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision of the Agreement and the Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein or therein.\n10. Governing Law and disputes\nThis Agreement shall be governed by, and all disputes arising under or in connection with this Agreement shall be resolved in accordance with the laws of England and Wales.\n11. Amendment\nNo modifications, change, or waiver of this Agreement shall be valid unless made in writing and signed by authorised representatives of the Individual Members.\n12. Counterparts\nThis Agreement will be executed in a number of counterparts, which shall together constitute a single agreement. Each undersigned Receiving Party shall execute two (2) signature pages, retain one for its file and communicate the other to the Consortium Secretariat.\nIN WITNESS WHEREOF, the undersigned, by their duly authorised representative(s), have executed and delivered this Agreement.\nCOMPANY NAME:\nBy:\n(Signature)\n(Name)\nTITLE:\nDATE:\n", - "spans": [ - [ - 0, - 68 - ], - [ - 69, - 166 - ], - [ - 167, - 258 - ], - [ - 259, - 392 - ], - [ - 393, - 684 - ], - [ - 685, - 841 - ], - [ - 842, - 955 - ], - [ - 956, - 970 - ], - [ - 971, - 1341 - ], - [ - 1341, - 1390 - ], - [ - 1390, - 1545 - ], - [ - 1545, - 1762 - ], - [ - 1762, - 2162 - ], - [ - 2162, - 2284 - ], - [ - 2285, - 2325 - ], - [ - 2326, - 2524 - ], - [ - 2525, - 2663 - ], - [ - 2664, - 2861 - ], - [ - 2862, - 3136 - ], - [ - 3137, - 3286 - ], - [ - 3287, - 3552 - ], - [ - 3552, - 3710 - ], - [ - 3710, - 3950 - ], - [ - 3951, - 3986 - ], - [ - 3987, - 4128 - ], - [ - 4128, - 4251 - ], - [ - 4251, - 4428 - ], - [ - 4428, - 4566 - ], - [ - 4567, - 4621 - ], - [ - 4621, - 4679 - ], - [ - 4679, - 4716 - ], - [ - 4716, - 4877 - ], - [ - 4878, - 5069 - ], - [ - 5069, - 5280 - ], - [ - 5281, - 5511 - ], - [ - 5511, - 5793 - ], - [ - 5794, - 6227 - ], - [ - 6228, - 6259 - ], - [ - 6260, - 6369 - ], - [ - 6370, - 6452 - ], - [ - 6453, - 6592 - ], - [ - 6593, - 6690 - ], - [ - 6691, - 6823 - ], - [ - 6824, - 7006 - ], - [ - 7007, - 7120 - ], - [ - 7121, - 7222 - ], - [ - 7223, - 7230 - ], - [ - 7231, - 7281 - ], - [ - 7281, - 7478 - ], - [ - 7478, - 7527 - ], - [ - 7528, - 7541 - ], - [ - 7542, - 7846 - ], - [ - 7847, - 7859 - ], - [ - 7860, - 8018 - ], - [ - 8018, - 8398 - ], - [ - 8399, - 8592 - ], - [ - 8593, - 8602 - ], - [ - 8603, - 8849 - ], - [ - 8850, - 8865 - ], - [ - 8866, - 9252 - ], - [ - 9253, - 9283 - ], - [ - 9284, - 9456 - ], - [ - 9457, - 9470 - ], - [ - 9471, - 9630 - ], - [ - 9631, - 9647 - ], - [ - 9648, - 9761 - ], - [ - 9761, - 9913 - ], - [ - 9914, - 10038 - ], - [ - 10039, - 10052 - ], - [ - 10053, - 10056 - ], - [ - 10057, - 10068 - ], - [ - 10069, - 10075 - ], - [ - 10076, - 10082 - ], - [ - 10083, - 10088 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9, - 12 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47, - 48, - 49, - 59 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 38, - 42 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 28, - 29, - 30, - 31 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 16, - 18 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 32, - 35 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 38, - 41 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 24, - 25, - 26, - 27 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 35 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.molybdenumconsortium.org/assets/files/IMOA%20Molybdenum%20Consortium%20NDA%20Agreement%20amended%20Jan%2008,%20valid%20March%2009%20onwards.pdf" - }, - { - "id": 138, - "file_name": "LMS_Non_Disclosure_Agreement.pdf", - "text": "LAST MAN STANDS INTERNATIONAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on ____________________________________ (Date)\nBETWEEN\n1. Last Man Stands, (the \"Disclosing Party\"); and\n2. _____________, (the \"Receiving Party\"),\nCollectively referred to as the \"Parties\".\nRECITALS\nA. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to Last Man Stands which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as \"Proprietary Information\" of the Disclosing Party.\nOPERATIVE PROVISIONS\n1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived there from to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and\n(iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement. For a period of eighteen months following the execution of this agreement to the Receiving Party shall not, directly or indirectly hire, solicit, or encourage to leave the Disclosing Party employment, any employee, contractor or player of the Disclosing Party or hire any such employee or contractor who has left the Disclosing Parties employment, contractual engagement or player within one year of such employment or engagement, the Receiving Party. For a period of three years following the execution of this agreement, the contractor shall not start up his/her own cricket related business using the customer lists, trade secrets, inventions, innovations, processes, information, records and specifications of the Disclosing Party and/or used by the Disclosing party in connection with the operation of its business including, without limitation, the Disclosing parties business and product processes, methods, accounts and procedures.\n2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.\n3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.\n4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.\n5. The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.\n6. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.\n7. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the \"Territory\") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.\n[Receiving Party]\nSignature ___________________________\nName and Tile:_______________________\nAddress: ____________________________\n", - "spans": [ - [ - 0, - 54 - ], - [ - 55, - 81 - ], - [ - 81, - 118 - ], - [ - 118, - 124 - ], - [ - 125, - 132 - ], - [ - 133, - 182 - ], - [ - 183, - 225 - ], - [ - 226, - 268 - ], - [ - 269, - 277 - ], - [ - 278, - 581 - ], - [ - 582, - 602 - ], - [ - 603, - 728 - ], - [ - 728, - 993 - ], - [ - 993, - 1106 - ], - [ - 1106, - 1264 - ], - [ - 1265, - 1336 - ], - [ - 1336, - 1602 - ], - [ - 1602, - 2054 - ], - [ - 2054, - 2541 - ], - [ - 2542, - 2786 - ], - [ - 2786, - 2954 - ], - [ - 2954, - 3139 - ], - [ - 3139, - 3197 - ], - [ - 3197, - 3298 - ], - [ - 3298, - 3516 - ], - [ - 3517, - 3973 - ], - [ - 3974, - 4029 - ], - [ - 4029, - 4091 - ], - [ - 4091, - 4174 - ], - [ - 4175, - 4690 - ], - [ - 4691, - 4843 - ], - [ - 4843, - 5026 - ], - [ - 5026, - 5156 - ], - [ - 5156, - 5264 - ], - [ - 5264, - 5623 - ], - [ - 5624, - 6010 - ], - [ - 6011, - 6028 - ], - [ - 6029, - 6039 - ], - [ - 6039, - 6066 - ], - [ - 6067, - 6104 - ], - [ - 6105, - 6114 - ], - [ - 6114, - 6142 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 11, - 15 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 22 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.lastmanstands.com/files/LMS_Non_Disclosure_Agreement.pdf" - }, - { - "id": 157, - "file_name": "MUTUAL_NDA.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (the \"Agreement\") is entered into as of the ______ day of ________, ______ (the \"Effective Date\") by and between Anderson Cargo Services, Inc. having principal offices at 917 Lone Oak Road #400, Eagan, Minnesota 55121 and ______________________ having principal offices at _________________________________.\n1. Definition of Confidential Information. For purposes of this Agreement, \"Confidential Information\" shall mean information disclosed by the disclosing party (the \"Disclosing Party\") to the receiving party (the \"Receiving Party\") which relates to product plans, designs, costs, prices and names, finances, marketing plans, business opportunities, research, development, know-how, or personnel, including confidential information disclosed by third parties and information relating to any type of technology; provided that information disclosed by the Disclosing Party will be considered Confidential Information by the Receiving Party only if such information is conspicuously designated as \"Confidential\" (i) in writing, if communicated in writing, or (ii) confirmed in writing within thirty (30) days of disclosure, if disclosed orally or in other non-tangible form; and provided further that Confidential Information shall not include information that (A) is now or subsequently becomes generally available to the public through no fault or breach on the part of the Receiving Party; (B) the Receiving Party can demonstrate to have had rightfully in its possession prior to disclosure to the Receiving Party by the Disclosing Party; (C) is independently developed by the Receiving Party without the use of any Confidential Information; or (D) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it.\n2. Non-Disclosure and Non-Use of Confidential Information. The Receiving Party shall not, without the prior written approval of the Disclosing Party in each instance or unless otherwise expressly permitted in this Agreement, use for its own benefit, publish or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information. The Receiving Party shall carefully restrict access to the Confidential Information to those of its officers, directors and employees who clearly need such access in order to participate on behalf of the Receiving Party in the analysis and negotiation of a business relationship or any contract or agreement, or the advisability thereof, with the Disclosing Party and who are bound by written confidentiality agreements that protect third party information. The Receiving Party may disclose Confidential Information if required by a judicial or governmental request, requirement or order; provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior notice of such request, requirement or order for the Disclosing Party to contest, limit or protect such disclosure.\n3. Ownership of Confidential Information. All Confidential Information and all intellectual property rights therein shall remain the property of the Disclosing Party and no license or other right to Confidential Information is granted or implied hereby.\n4. Term. The term of this Agreement is two (2) years from the Effective Date, provided that the Receiving Party's duty to protect the Disclosing Party's Confidential Information shall survive expiration or termination of this Agreement and shall expire five (2) years from the date of disclosure.\n5. Injunctive Relief. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate, such right of the Disclosing Party to be in addition to the remedies otherwise available to the Disclosing Party at law or in equity.\n6. Return of Confidential Information. The Receiving Party shall immediately return to the Disclosing Party all written Confidential Information of the Disclosing Party and any and all records, notes and other written, printed or tangible materials pertaining to such Confidential Information upon receipt of a written request from the Disclosing Party. At the same time, the Receiving Party shall delete all copies of such records, notes and materials which are stored on its electronic memory devices.\n7. Binding on Successors. This Agreement and the Receiving Party's obligations hereunder shall be binding upon the representatives, assigns and successors of the Receiving Party and shall inure to the benefit of the assigns and successors of the Disclosing Party.\n8. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota.\n9. Entire Agreement. This Agreement constitutes the sole understanding of the parties with respect to the subject matter hereof and may not be amended or modified except in writing signed by each of the parties hereto.\nIN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the date set forth above and confirm that each has the authority to sign as or on behalf of their respective party.\nAnderson Cargo Services, Inc. Company: ___________________________\nName: ___________________________ Name: ______________________________\nTitle: ____________________________ Title: _______________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 314 - ], - [ - 314, - 342 - ], - [ - 342, - 376 - ], - [ - 377, - 420 - ], - [ - 420, - 1084 - ], - [ - 1084, - 1131 - ], - [ - 1131, - 1333 - ], - [ - 1333, - 1465 - ], - [ - 1465, - 1614 - ], - [ - 1614, - 1720 - ], - [ - 1720, - 1827 - ], - [ - 1828, - 1887 - ], - [ - 1887, - 2247 - ], - [ - 2247, - 2705 - ], - [ - 2705, - 3058 - ], - [ - 3059, - 3101 - ], - [ - 3101, - 3312 - ], - [ - 3313, - 3322 - ], - [ - 3322, - 3609 - ], - [ - 3610, - 3632 - ], - [ - 3632, - 4286 - ], - [ - 4287, - 4326 - ], - [ - 4326, - 4641 - ], - [ - 4641, - 4790 - ], - [ - 4791, - 4817 - ], - [ - 4817, - 5054 - ], - [ - 5055, - 5073 - ], - [ - 5073, - 5186 - ], - [ - 5187, - 5208 - ], - [ - 5208, - 5405 - ], - [ - 5406, - 5596 - ], - [ - 5597, - 5636 - ], - [ - 5636, - 5663 - ], - [ - 5664, - 5670 - ], - [ - 5670, - 5698 - ], - [ - 5698, - 5704 - ], - [ - 5704, - 5734 - ], - [ - 5735, - 5742 - ], - [ - 5742, - 5771 - ], - [ - 5771, - 5778 - ], - [ - 5778, - 5809 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 5, - 6, - 7, - 8, - 9, - 10, - 11 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 5, - 6, - 7, - 10 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 23, - 24 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5, - 6, - 7, - 8, - 9, - 10, - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 5, - 6, - 7, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://datatrec.com/wp-content/uploads/2016/07/MUTUAL_NDA.pdf" - }, - { - "id": 165, - "file_name": "Mutual-Non-Disclosure-Agreement-Inventor-Product-Development-Experts-Inc..pdf", - "text": "Mutual Non-Disclosure Agreement\n THIS MUTUAL NON DISCLOSURE AGREEMENT is made and entered into this ____day of _________, 20______ between Product Development Experts, Inc. with address at; 2440 SE Federal Hwy., Suite 101-P Stuart FL 34994 and _______________________________________________________________________ (Inventor), with address at; __________________________________________________________________________________\nPurpose. The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other party certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.\n\"Confidential Information\" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer lists, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials or finances, which is designated as \"Confidential,\" \"Proprietary\" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.\nNon-use and Non-disclosure. Each party shall not use the Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Neither party shall disclose any Confidential Information of the other party to third parties. If any party makes copies of the Confidential Information of the other party, such copies shall also constitute Confidential Information and any and all confidential markings on such documents shall be maintained. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder.\nMaintenance of Confidentiality. Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information, and shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it becomes aware. Each party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.\nNo Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.\nNo Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED \"AS IS.\" NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\nPaid For Work. All paid for information, work, designs, ideas will become the property of the payor (the person or company paying).\nReturn of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party's written request.\nNo License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.\nTerm. The obligations of each receiving party hereunder shall survive for a period of five years after the disclosure of the Confidential Information or until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party, whichever is earlier. Parties agree to honor all patent protections.\nRemedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.\nChoice of Laws and Forum. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Florida, U.S.A., as it applies to a contract executed, delivered, and performed solely in such state. Both PARTIES agree that all disputes concerning the interpretation and enforcement of this Agreement shall be heard by a court of competent jurisdiction in the State of Florida, U.S.A. Furthermore, both PARTIES hereby consents to personal jurisdiction in the State of Florida, U.S.A., for any dispute arising out of a violation of this Agreement, or any attempt to recover losses incurred on such dispute.\nMiscellaneous. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment in violation of this Section 11 will be null and void. This Agreement shall be governed by the laws of the State of Florida, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. The invalidity or unenforceability of any provision of this Agreement, or any of its terms or provisions, will not affect the validity of this Agreement as a whole, which will at all times remain in full force and effect. A failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any notices required to be given under this agreement shall be deemed given upon the earlier of receipt of five (5) days after mailing by certified mail, return receipt requested, or hand delivery by messenger or express service, to the addresses stated on the first page, or to such other address as the either party may specify to the other in writing form time to time.\nProduct Development Experts, Inc. ____________________________________, Inventor\nBy: ________________________, President Signed:________________________________\nSigned: ______________________________ Print Name:____________________________\nDate; ________________________________ Title:__________________________________\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 33 - ], - [ - 33, - 70 - ], - [ - 70, - 244 - ], - [ - 244, - 316 - ], - [ - 316, - 427 - ], - [ - 428, - 437 - ], - [ - 437, - 727 - ], - [ - 728, - 1272 - ], - [ - 1272, - 1482 - ], - [ - 1482, - 1586 - ], - [ - 1586, - 1661 - ], - [ - 1661, - 1791 - ], - [ - 1791, - 1966 - ], - [ - 1966, - 2171 - ], - [ - 2171, - 2301 - ], - [ - 2301, - 2526 - ], - [ - 2526, - 2805 - ], - [ - 2806, - 2834 - ], - [ - 2834, - 3034 - ], - [ - 3034, - 3129 - ], - [ - 3129, - 3343 - ], - [ - 3343, - 3559 - ], - [ - 3560, - 3592 - ], - [ - 3592, - 3754 - ], - [ - 3754, - 4039 - ], - [ - 4039, - 4431 - ], - [ - 4432, - 4447 - ], - [ - 4447, - 4691 - ], - [ - 4692, - 4705 - ], - [ - 4705, - 4755 - ], - [ - 4755, - 4874 - ], - [ - 4875, - 4890 - ], - [ - 4890, - 5006 - ], - [ - 5007, - 5028 - ], - [ - 5028, - 5410 - ], - [ - 5411, - 5423 - ], - [ - 5423, - 5710 - ], - [ - 5711, - 5717 - ], - [ - 5717, - 6079 - ], - [ - 6079, - 6125 - ], - [ - 6126, - 6136 - ], - [ - 6136, - 6350 - ], - [ - 6351, - 6377 - ], - [ - 6377, - 6578 - ], - [ - 6578, - 6763 - ], - [ - 6763, - 6983 - ], - [ - 6984, - 6999 - ], - [ - 6999, - 7125 - ], - [ - 7125, - 7205 - ], - [ - 7205, - 7325 - ], - [ - 7325, - 7607 - ], - [ - 7607, - 7829 - ], - [ - 7829, - 7946 - ], - [ - 7946, - 8059 - ], - [ - 8059, - 8431 - ], - [ - 8432, - 8466 - ], - [ - 8466, - 8504 - ], - [ - 8504, - 8512 - ], - [ - 8513, - 8517 - ], - [ - 8517, - 8543 - ], - [ - 8543, - 8558 - ], - [ - 8558, - 8592 - ], - [ - 8593, - 8601 - ], - [ - 8601, - 8632 - ], - [ - 8632, - 8638 - ], - [ - 8638, - 8671 - ], - [ - 8672, - 8678 - ], - [ - 8678, - 8711 - ], - [ - 8711, - 8751 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 36, - 38 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 12, - 17 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 12, - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 12, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://3d-printing-expert.com/wp-content/uploads/2019/03/Mutual-Non-Disclosure-Agreement-Inventor-Product-Development-Experts-Inc..pdf" - }, - { - "id": 181, - "file_name": "mutual-non-disclosure-agreement.pdf", - "text": "Mutual Non-Disclosure Agreement\nThis Agreement is made on _____________________________________________________________\nBETWEEN:\n(1) Acumen Business Systems Ltd, 16 Boiler House, Electric Wharf, Coventry, CV1 4JU\nAnd:\n(2) ____________________________________________________________________________________ ___________________________________________________________________________________\nWHEREAS:\n(A) The parties wish to enter into business discussions and pursuant thereto each of the parties wish to disclose confidential information to the other party hereto about their own intellectual property, business affairs and methods of work.\n(B) The parties wish to regulate how such confidential information is to be treated in order to protect the party owning such confidential information.\n1. DEFINITIONS\n\u201cPurpose\u201d shall mean the purpose referred to in recital A.\n\u201cConfidential Information\u201d shall mean all information in whatever form, whether imparted orally or in writing or by other medium including all copies of the same which one party hereto discloses to the other pursuant to the Purpose.\n\u201cDisclosing Party\u201d shall mean a party hereto who discloses its Confidential Information to the other Party hereto.\n\u201cReceiving Party\u201d shall mean a party hereto who receives Confidential Information.\n2. USE OF CONFIDENTIAL INFORMATION\n2.1. A Receiving Party agrees:\n2.1.1. to keep the Confidential Information of the other strictly confidential and not copy, supply or make the same available to any person other than as permitted in Clauses 2.1.2 and 2.1.3 below;\n2.1.2. to use the Confidential Information of the other solely in, and to the extent necessary for the Purpose and not to copy or use any Confidential Information of the other save to the extent necessary for the Purpose;\n2.1.3. not to disclose any Confidential Information to any person or entity other than to such of its employees who need to know for the Purpose (\u201cPermitted Disclosees\u201d), provided that the Receiving Party shall ensure that its Permitted Disclosees keep all Confidential Information confidential and only use it on the terms of this Agreement, as if such Permitted Disclosees were party to this Agreement.\n3. CARE\n3.1. Without prejudice to the generality of Clause 2, the Receiving Party shall exercise no less a degree of care in protecting the Confidential Information than which it uses to protect its own information of like sensitivity and importance.\n4. EXCLUSIONS\n4.1. The provisions of this Agreement shall not apply to information:\n4.1.1. publicly available prior to the date of this Agreement or that is made publicly available on or after the date of this Agreement by the Disclosing Party without restriction;\n4.1.2. that is independently obtained by the Receiving Party without breach by it of any obligation of confidentiality;\n4.1.3. already in the Receiving Party's possession and was lawfully received from sources other than the Disclosing Party;\n4.1.4. which is required to be disclosed by law, provided that, to the extent the Receiving Party is not prohibited from doing so by law, it undertakes to give the Disclosing Party not less than two business days\u2019 notice of such requirement of disclosure and, to such extent, will make such disclosure in the manner and with the content agreed by the Disclosing Party.\nIf any portion of Confidential Information falls within any of the above exceptions, the remainder shall continue to be subject to the restrictions of this Agreement.\n5. COMPLETENESS OF INFORMATION\n5.1. The Confidential Information is disclosed on an AS IS basis. Neither party makes any warranties expressed or implied either regarding the sufficiency or completeness of the Confidential Information for any purpose or regarding any infringements which may arise from the use of the Confidential Information.\n6. RIGHTS\n6.1. Neither party shall acquire any intellectual property rights or other right, title or interest in any Confidential Information of the other as a result of or in connection with this Agreement.\n6.2. Except as provided herein, no right or license whatsoever, either expressed or implied, is granted to either party pursuant to this Agreement under any patent, patent application, trademark, copyright or other proprietary right now or hereafter owned or controlled by the other party.\n7. RETURN OF CONFIDENTIAL INFORMATION\n7.1. Each party shall forthwith upon request by the other return to the other all Confidential Information (including, without limitation, all summaries, copies and excerpts of Confidential Information), and other information, given to it by the other and shall expunge and destroy all Confidential Information from any equipment or other device in its possession or control. Furthermore, the receiving party shall destroy all copies of analyses, compilations, studies or other documents or derivative works which contain any Confidential Information. Each party shall on request provide a letter signed by a director confirming that it has complied with this clause.\n8. NO WAIVER AND REMEDIES\n8.1. Delay or failure of either party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right, power or remedy under this Agreement shall not operate as a waiver of that provision, right, power or remedy or preclude its exercise later and no single or partial exercise thereof shall preclude any further exercise thereof.\n8.2. Without prejudice to any other rights or remedies which the other party may have (whether or not expressly provided or contemplated in this Agreement), each party acknowledges and agrees that damages may not be an adequate remedy for breach by it of the provisions of this Agreement, and accordingly it agrees that (subject, where applicable, to the discretion of the court) the other party shall be entitled to the remedies of injunction, specific performance and any other equitable relief for any threatened or actual breach of such provisions and no proof of special damages shall be necessary for its enforcement.\n8.3. (Notwithstanding Clause 8.2) each party shall indemnify and keep indemnified the other party against any and all liabilities, claims, expenses, losses and damages suffered or incurred by that other party as a result of any breach by it of its obligations under this Agreement.\n9. GENERAL\n9.1. Each party confirms that it is entering into this Agreement as principal and not as agent or broker for any other party.\n9.2. Neither party shall assign or transfer this Agreement or any part thereof to any other party\n9.3. No change, amendment or modification of any provision of this Agreement shall be valid or binding on the parties unless made in writing and signed by a duly authorised representative of each of the parties.\n9.4. This Agreement shall apply without limit of time to all Confidential Information disclosed in connection with the Purpose.\n9.5. Headings are inserted in this Agreement for convenience only and no account shall be taken of headings in construing this Agreement.\n9.6. If any part or any provision of this Agreement shall to any extent prove invalid or unenforceable in law the remainder of such provision and all other provisions of this Agreement shall remain valid and enforceable to the fullest extent permissible by law, and such provision shall be deemed to be omitted from this Agreement to the extent of such invalidity or unenforceability. The remainder of this Agreement shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid, legal and enforceable provision which has an effect as close as possible to the provision or terms being replaced.\n9.7. The parties agree that the construction, validity and performance of this Agreement shall be governed by and construed under English Law, and for all matters arising under, out of, or in connection with the Agreement, they shall submit themselves to the exclusive jurisdiction of the English Courts.\nSIGNED by the duly authorised representatives of the parties on the date written at the beginning of this Agreement.\nFor and on behalf of\nAcumen Business Systems Ltd.\nName\nSigned\nFor and on behalf of\nName\nSigned\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 58 - ], - [ - 58, - 119 - ], - [ - 120, - 128 - ], - [ - 129, - 212 - ], - [ - 213, - 217 - ], - [ - 218, - 307 - ], - [ - 307, - 390 - ], - [ - 391, - 399 - ], - [ - 400, - 641 - ], - [ - 642, - 793 - ], - [ - 794, - 808 - ], - [ - 809, - 867 - ], - [ - 868, - 1100 - ], - [ - 1101, - 1215 - ], - [ - 1216, - 1298 - ], - [ - 1299, - 1333 - ], - [ - 1334, - 1364 - ], - [ - 1365, - 1563 - ], - [ - 1564, - 1785 - ], - [ - 1786, - 2190 - ], - [ - 2191, - 2198 - ], - [ - 2199, - 2441 - ], - [ - 2442, - 2455 - ], - [ - 2456, - 2525 - ], - [ - 2526, - 2706 - ], - [ - 2707, - 2826 - ], - [ - 2827, - 2949 - ], - [ - 2950, - 3318 - ], - [ - 3319, - 3485 - ], - [ - 3486, - 3516 - ], - [ - 3517, - 3583 - ], - [ - 3583, - 3828 - ], - [ - 3829, - 3838 - ], - [ - 3839, - 4036 - ], - [ - 4037, - 4326 - ], - [ - 4327, - 4364 - ], - [ - 4365, - 4741 - ], - [ - 4741, - 4917 - ], - [ - 4917, - 5032 - ], - [ - 5033, - 5058 - ], - [ - 5059, - 5429 - ], - [ - 5430, - 6053 - ], - [ - 6054, - 6335 - ], - [ - 6336, - 6346 - ], - [ - 6347, - 6472 - ], - [ - 6473, - 6570 - ], - [ - 6571, - 6782 - ], - [ - 6783, - 6910 - ], - [ - 6911, - 7048 - ], - [ - 7049, - 7434 - ], - [ - 7434, - 7730 - ], - [ - 7731, - 8035 - ], - [ - 8036, - 8152 - ], - [ - 8153, - 8173 - ], - [ - 8174, - 8202 - ], - [ - 8203, - 8207 - ], - [ - 8208, - 8214 - ], - [ - 8215, - 8235 - ], - [ - 8236, - 8240 - ], - [ - 8241, - 8247 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 49 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 38, - 39 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 18, - 21 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 18, - 19 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 27 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18, - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.acumensystems.com/media/documents/mutual-non-disclosure-agreement.pdf" - }, - { - "id": 190, - "file_name": "nda_9.pdf", - "text": "NON DISCLOSURE AGREEMENT (page 1 of 3)\nTHIS AGREEMENT is made between the parties named at the end of this document.\nWHEREAS, both parties may provide certain confidential and proprietary information to each other in connection with the business purposes described in Exhibit A attached hereto (\"the Business Purpose\") and each desires that any such information provided shall be kept confidential by the other party; and\nWHEREAS, in consideration of the disclosure of such information each party is willing to keep the other party's information confidential in accordance with the terms and conditions set forth in this Agreement.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1. Confidentiality\nEach party may use the information received from the other party hereunder and may provide such information to its parent corporation or any other subsidiaries thereof and their respective employees as applicable for their use only in connection with the Business Purpose.\nEach party agrees that, for a period of 5 years from receipt of information from the other party hereunder, such party shall use the same means it uses to protect its own confidential and proprietary information to prevent the disclosure and to protect the confidentiality of both:\ni) written information received from the other party which is marked or identified as \"confidential\"; and\nii) oral or visual information identified as confidential at the time of disclosure which is reduced to written form and provided to the other in such written form promptly after such oral or visual disclosure,\nhereinafter collectively referred to as \"the Information\".\nThe foregoing shall not prevent either party from disclosing Information which is:\ni) already known by the recipient party prior to the disclosure thereof with no obligation of confidentiality; or\nii) publicly known or becomes publicly known not due to any unauthorised act of the recipient party; or\niii) rightfully received from a third party; or\niv) independently developed by the recipient party without use of the other party's Information; or\nv) disclosed without similar restrictions by the party owning the Information to any third party; or\nvi) approved by the other party for disclosure; or\nvii) required to be disclosed pursuant to a governmental or legal requirement provided that the disclosing party gives to the other party written notice of such requirement prior to any such disclosure.\nviii) publicly known or becomes publicly known not due to any unauthorised act of the recipient party; or\nix) rightfully received from a third party; or\nx) independently developed by the recipient party without use of the other party's Information; or\nxi) disclosed without similar restrictions by the party owning the Information to any third party; or\nxii) approved by the other party for disclosure; or\nxiii) required to be disclosed pursuant to a governmental or legal requirement provided that the disclosing party gives to the other party written notice of such requirement prior to any such disclosure.\n2. Return of Information\nUpon completion of the Business Purpose and/or upon written request of the party providing the Information, the other party shall within 14 days return all copies of the Information to the providing party or certify in writing that all copies of the Information have been destroyed. Nothing in this clause shall affect the right of either party voluntarily to return the Information, or any part thereof, to the other party at any time.\n3. No Warranty/Liability\nNeither party makes any warranty, express or implied, with respect to the Information. Neither party shall be liable to the other or to any other person hereunder for amounts representing loss of profits or loss of business or indirect, consequential or punitive damages of the other or of such other person in connection with the provision or use of the Information hereunder.\n4. No Further Rights\nNothing contained in this Agreement shall be construed as granting or conferring any rights by licence or otherwise in the Information except as provided herein.\n5. Business Purpose\nThe parties expressly agree that the provision of Information hereunder and any discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar discussions with third parties provided that no breach of this Agreement is so occasioned or oblige that party to take, continue or forego any action relating to the Business Purpose. Any forecasts or similar material provided by either party to the other shall not constitute any commitments.\n6. Injunctive Rights\nEach party acknowledges and agrees that the Information is the confidential and/or proprietary and/or trade secret information of the other and the unauthorised use or disclosure of the Information could cause irreparable harm and significant injury to the other party for which that other party would have no adequate remedy at law. Therefore, each party shall have the right, in addition to any other rights it may have at law or in equity, to seek and obtain immediate injunctive relief in respect of any breach or potential breach of this Agreement by the other.\n7. Media Releases\nNo media releases, public announcements or public disclosure by either party relating to this Agreement, its subject matter or the Information, including but not limited to promotional or marketing, shall be made without the prior written consent of the other party.\n8. General\n8.1 Notices\nAny notices required under this Agreement shall be in writing and posted by registered mail return receipt requested to the applicable address indicated in Exhibit A.\n8.2 Entire Agreement\nThis Agreement and any attachments hereto:\ni) are the complete and exclusive statement between the parties with respect to the protection of the confidentiality of the Information; and\nii) supersede all related discussions and other communications between the parties; and\niii) may only be modified in writing by authorised representatives of the parties.\n8.3 Governing Law\nThis Agreement shall be governed by and interpreted in accordance with the law of England and shall be subject to the exclusive jurisdiction of the courts of England.\nAS WITNESS WHEREOF the parties named below have caused this Agreement to be signed and delivered by its duly authorised representative on this date: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nFor and on behalf of For and on behalf of\niTagg Limited \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n(herein known as \u201cParty 1\u201d) (herein known as \u201cParty 2\u201d)\nAddress Address\n3rd Floor\n12 Gough Square\nLondon\nEC4A 3DW\nEngland\nCompany number 4344060 Company number..............................\nSigned Signed................................................\nName Steve Procter Name..................................................\nTitle Director Title....................................................\nEXHIBIT A\n1. Business Purpose:\nAll business related support services, as well as affiliate, reseller and introducer deals and all commercial and business opportunities. For the purpose of clarity, all information and discussions related to service and product prices, costs, commissions, fees and other monetary matters are also covered under this agreement and to be kept confidential. This includes any prices, costs, commissions, fees or other monetary information offered by one party to the other even if not accepted, as well as any prices, costs, commissions, fees or other monetary information that are accepted by both parties and drawn into a subsequent contract between the parties.\n2. Addresses for Notices:\na) Party 1: As above\nb) Party 2: As above (insert alternative address and contact name below if necessary)\n", - "spans": [ - [ - 0, - 38 - ], - [ - 39, - 116 - ], - [ - 117, - 421 - ], - [ - 422, - 631 - ], - [ - 632, - 667 - ], - [ - 668, - 686 - ], - [ - 687, - 959 - ], - [ - 960, - 1241 - ], - [ - 1242, - 1347 - ], - [ - 1348, - 1558 - ], - [ - 1559, - 1617 - ], - [ - 1618, - 1700 - ], - [ - 1701, - 1814 - ], - [ - 1815, - 1918 - ], - [ - 1919, - 1966 - ], - [ - 1967, - 2066 - ], - [ - 2067, - 2167 - ], - [ - 2168, - 2218 - ], - [ - 2219, - 2421 - ], - [ - 2422, - 2527 - ], - [ - 2528, - 2574 - ], - [ - 2575, - 2673 - ], - [ - 2674, - 2775 - ], - [ - 2776, - 2827 - ], - [ - 2828, - 3031 - ], - [ - 3032, - 3056 - ], - [ - 3057, - 3340 - ], - [ - 3340, - 3493 - ], - [ - 3494, - 3518 - ], - [ - 3519, - 3606 - ], - [ - 3606, - 3896 - ], - [ - 3897, - 3917 - ], - [ - 3918, - 4079 - ], - [ - 4080, - 4099 - ], - [ - 4100, - 4474 - ], - [ - 4474, - 4583 - ], - [ - 4584, - 4604 - ], - [ - 4605, - 4939 - ], - [ - 4939, - 5171 - ], - [ - 5172, - 5189 - ], - [ - 5190, - 5456 - ], - [ - 5457, - 5467 - ], - [ - 5468, - 5479 - ], - [ - 5480, - 5646 - ], - [ - 5647, - 5667 - ], - [ - 5668, - 5710 - ], - [ - 5711, - 5852 - ], - [ - 5853, - 5940 - ], - [ - 5941, - 6023 - ], - [ - 6024, - 6041 - ], - [ - 6042, - 6208 - ], - [ - 6209, - 6379 - ], - [ - 6380, - 6421 - ], - [ - 6422, - 6458 - ], - [ - 6459, - 6514 - ], - [ - 6515, - 6530 - ], - [ - 6531, - 6540 - ], - [ - 6541, - 6556 - ], - [ - 6557, - 6563 - ], - [ - 6564, - 6572 - ], - [ - 6573, - 6580 - ], - [ - 6581, - 6604 - ], - [ - 6604, - 6648 - ], - [ - 6649, - 6710 - ], - [ - 6711, - 6784 - ], - [ - 6785, - 6857 - ], - [ - 6858, - 6866 - ], - [ - 6866, - 6867 - ], - [ - 6868, - 6888 - ], - [ - 6889, - 7027 - ], - [ - 7027, - 7245 - ], - [ - 7245, - 7551 - ], - [ - 7552, - 7577 - ], - [ - 7578, - 7598 - ], - [ - 7599, - 7684 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 24, - 40 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 9, - 10, - 69, - 70, - 71 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 15, - 21 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 11, - 18, - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 14, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 6, - 45, - 46, - 47, - 48 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.itagg.com/nda.pdf" - }, - { - "id": 212, - "file_name": "NDA-Template-Media-News-Group-inc.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into on [INSERT DATE], 2016 (\u201cEffective Date\u201d), by and between Media News Group, Inc. and its subsidiaries and affiliates (collectively, the \u201cDisclosing Party\u201d) and [NAME OF COMPANY], and its subsidiaries and affiliates (collectively, the \u201cRecipient\u201d). Disclosing Party and Recipient may each be referred to herein as a \u201cParty\u201d and together as the \u201cParties\u201d to this Agreement.\nRECITALS\nWHEREAS, for the purpose of assisting the Recipient in evaluating the merits of a potential investment in or other financing of the Disclosing Party (the \u201cPurpose\u201d), Recipient wishes to receive certain information that the Disclosing Party desires to keep confidential relating to its business plan, financial matters, and products and/or services currently under development; and\nWHEREAS, the Disclosing Party desires to disclose such information to the Recipient, subject to the terms and conditions of this Agreement.\nNOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations, warranties, agreements and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the foregoing and as follows:\n1. The term \u201cConfidential Information\u201d shall mean any confidential, proprietary, financial or otherwise non-public information, in written or electronic form, relating to the Disclosing Party, or the Purpose that is disclosed before, on or after the Effective Date, by the Disclosing Party to the Recipient or its affiliates, or to any of such Recipient\u2019s or its affiliates\u2019 employees, officers, directors, partners, shareholders, agents, attorneys, accountants or advisors (collectively, \u201cRepresentatives\u201d), whether disclosed or accessed in written, electronic or other form, including, without limitation: (a) information concerning the Disclosing Party\u2019s and its affiliates\u2019 business affairs, finances, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies; and (b) notes, analyses, compilations, reports, forecasts, data, statistics, summaries, interpretations and other materials prepared by or for Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived, in whole or in part, from any of the foregoing. Confidential Information provided by Disclosing Party must be expressly marked or designated in writing by the Disclosing Party in a manner to indicate its confidential, proprietary or otherwise non-public nature.\n2. Recipient shall protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care to protect and safeguard the confidentiality of all such Confidential Information.\n3. Recipient shall not, and shall cause its Representatives not to, (a) disclose all or any portion of Confidential Information to any third parties (other than to its Representatives who need to know the Confidential Information to assist Recipient in its evaluation of the Purpose), or (b) use or permit any Confidential Information to be accessed or used for any purpose other than for the evaluation of the Purpose. Recipient will be responsible for any breach of the terms of this Agreement caused by its Representatives. Notwithstanding anything to the contrary contained in this Agreement, Disclosing Party acknowledges and agrees that (a) the Recipient is expressly authorized to disclose the Confidential Information to certain lenders and investors, in furtherance of Recipient\u2019s performance of its obligations with respect to the Purpose and (b) under no circumstances will Recipient have any liability for any disclosure by such lenders or investors of any of the Confidential Information.\n4. Except as otherwise provided in this Agreement, without the prior written consent of the Disclosing Party, Recipient shall not disclose to any person or entity (other than its Representatives who are involved in its evaluation of the Purpose) any information with respect to the occurrence or content of any discussions or negotiations between the Parties.\n5. Recipient may disclose the Confidential Information in the event and to the extent Recipient reasonably believes any Confidential Information is required to be disclosed by Recipient under the terms of: (i) a valid and effective subpoena; (ii) a statute or regulation binding upon Recipient; (iii) an order issued by a court of competent jurisdiction; or (iv) by a demand or information request from an executive, regulatory or administrative agency or other governmental authority. Recipient shall endeavor to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such potential disclosure unless recipient reasonably believes that applicable law prohibits Recipient from informing the Disclosing Party of the potential disclosure.\n6. Recipient understands and agrees that neither the Disclosing Party nor any person or entity delivering the Confidential Information on behalf of Disclosing Party is making any representation or warranty, express or implied, as to the accuracy or completeness of any information furnished or to be furnished by it to Recipient (any representation or warranty with respect thereto must be set forth or provided for in a definitive agreement between the parties, if any is entered into in connection with the Purpose or certification from Disclosing Party).\n7. For purposes of this Agreement, \u201cConfidential Information\u201d shall not include any information which (a) is or becomes publicly available, other than through disclosure by Recipient in violation of this Agreement, (b) was known or available to Recipient prior to disclosure pursuant hereto, (c) was independently developed by Recipient without reference to the Confidential Information disclosed to it pursuant hereto, or (d) in the future is received from a third party who, to the knowledge of Recipient at the time of disclosure, is under no obligation of confidentiality with respect thereto.\n8. Recipient hereby further agrees that, in the event of its breach or threatened breach of this Agreement, the Disclosing Party would suffer irreparable harm and the Disclosing Party\u2019s remedies shall include, in addition to any other remedies available at law or in equity, equitable remedies such as specific performance and injunctive relief and shall not be limited to monetary damages. Specifically, the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation.\n9. Nothing contained in this Agreement shall be construed as granting or conferring any rights by way of license or otherwise in or to any Confidential Information disclosed pursuant hereto. The disclosure or receipt of information pursuant hereto in no way obligates either Party to agree to any business transaction, whether or not relating to the Purpose.\n10. Neither Party may assign, transfer or sell any of its rights under this Agreement, or delegate any of its obligations hereunder without the prior written consent of the other Party. Each Party understands and agrees that no failure or delay by the other in exercising any of its rights or remedies hereunder will operate as a waiver thereof, nor will any waiver in any instance constitute a waiver with respect to any other instance.\n11. Upon request of the Disclosing Party (which request may be made at any time upon reasonable notice), Recipient will destroy (or, if stored electronically, purge) or deliver to the Disclosing Party all copies of written Confidential Information (except for that portion of the Confidential Information that may be found in analysis, compilation, or other documents prepared by Recipient) in Recipient\u2019s possession. That portion of the Confidential Information that may be found in analysis, compilations and other documents prepared by Recipient will continue to be subject to the terms of this Agreement or shall be destroyed (or, if stored electronically, purged). Notwithstanding the foregoing, Recipient may retain copies of Confidential Information that it reasonably believes it is required to retain under applicable laws, banking regulations and internal policies of which relate to any services provided to the Disclosing Party. This Agreement shall terminate upon the earliest of (i) one (1) year from the date hereof, (ii) the date all Confidential Information is destroyed by Recipient or returned to the Disclosing Party, or (iii) upon the closing of any transaction between Recipient and the Disclosing Party for credit accommodations or banking services, at which time duties of confidentiality shall be determined by the transaction agreements and applicable law.\n12. If any provision of this Agreement is determined to be in violation of applicable law, then such provision shall be void and the other provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. This Agreement shall be interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws to the extent that such principles would permit or require the application of laws of another jurisdiction. Any suit, action or proceeding arising out of or relating to this Agreement shall be brought in the federal or state courts located in New York, New York, and both Parties consent to jurisdiction and venue in such courts for purposes of any suit, action or proceeding arising out of or relating to this Agreement.\n[SIGNATURE PAGE FOLLOWS]\nIN WITNESS WHEREOF, the Parties hereto have executed, or caused to be executed by their duly authorized representatives, this Agreement as of Effective Date.\nDISCLOSING PARTY RECIPIENT\nMedia News Group, Inc. [INSERT COMPANY NAME]\nBy: By:\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 373 - ], - [ - 373, - 496 - ], - [ - 497, - 505 - ], - [ - 506, - 886 - ], - [ - 887, - 1026 - ], - [ - 1027, - 1338 - ], - [ - 1339, - 1947 - ], - [ - 1947, - 2193 - ], - [ - 2193, - 2478 - ], - [ - 2478, - 2691 - ], - [ - 2692, - 3047 - ], - [ - 3048, - 3116 - ], - [ - 3116, - 3336 - ], - [ - 3336, - 3468 - ], - [ - 3468, - 3575 - ], - [ - 3575, - 3691 - ], - [ - 3691, - 3901 - ], - [ - 3901, - 4049 - ], - [ - 4050, - 4409 - ], - [ - 4410, - 4616 - ], - [ - 4616, - 4652 - ], - [ - 4652, - 4705 - ], - [ - 4705, - 4768 - ], - [ - 4768, - 4896 - ], - [ - 4896, - 5182 - ], - [ - 5183, - 5740 - ], - [ - 5741, - 5843 - ], - [ - 5843, - 5956 - ], - [ - 5956, - 6033 - ], - [ - 6033, - 6164 - ], - [ - 6164, - 6338 - ], - [ - 6339, - 6730 - ], - [ - 6730, - 6846 - ], - [ - 6847, - 7038 - ], - [ - 7038, - 7205 - ], - [ - 7206, - 7392 - ], - [ - 7392, - 7643 - ], - [ - 7644, - 8062 - ], - [ - 8062, - 8314 - ], - [ - 8314, - 8585 - ], - [ - 8585, - 8637 - ], - [ - 8637, - 8676 - ], - [ - 8676, - 8785 - ], - [ - 8785, - 9026 - ], - [ - 9027, - 9234 - ], - [ - 9234, - 9340 - ], - [ - 9340, - 9590 - ], - [ - 9590, - 9903 - ], - [ - 9904, - 9928 - ], - [ - 9929, - 10086 - ], - [ - 10087, - 10113 - ], - [ - 10114, - 10158 - ], - [ - 10159, - 10166 - ], - [ - 10167, - 10178 - ], - [ - 10179, - 10192 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 27, - 30 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 38, - 39, - 40 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7, - 12, - 13, - 16, - 17, - 18, - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 22, - 23, - 24, - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 31 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7, - 12, - 13, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 14, - 35, - 36 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.hoffmanland.com/wp-content/uploads/2016/05/NDA-Template-Media-News-Group-inc.pdf" - }, - { - "id": 213, - "file_name": "NDA-Urban_Wind_Turbines.pdf", - "text": "Non Disclosure Agreement\nRef M E Benson\nAnd\n Urban Wind Turbines\u2122\nNon Disclosure Agreement1\nDATE: [ \u2026\u2026\u2026\u2026\u2026 ]2\nPARTIES:3\n(1) [MEB Engineering & Commercial Services Ltd], a company incorporated in [ U K] (Nr 52109405 ) having its registered office at [Old Pages Cottage c / o P O Box 2184 Maids Moreton Buckingham MK18 9AZ ] (\u201c The Discloser \u201c)4; and\n(2) [ ], a company incorporated in [England and Wales] (registration number ) having its registered office at [\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 ], (the \u201cRecipient\u201d).\nAGREEMENT:\n1. Definitions\nIn this Agreement:\n\u201cAgreement\u201d means this non disclosure agreement and any amendments to it from time to time;\n\u201cConfidential Information\u201d means:\n[(a) any information disclosed by [or on behalf of] the Discloser to the Recipient [during the Term / before the end of the Term] (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as \u201cconfidential\u201d; or (ii) should have been reasonably understood by the Recipient to be confidential;]\n[(b) the terms [(but not the existence)] of this Agreement; and]5\n[(c) [specify other confidential information here];]\n\u201cPermitted Purpose\u201d means input with respect to Purpose being input with respect to input with respect to Urban Wind Turbines \u201c TM \u201c and\n\u201cTerm\u201d means the term of this Agreement.\n2. Term\nThis Agreement will come into force on the [date of its execution]6 and will continue in force [indefinitely, unless and until terminated in accordance with Clause [5] / until [date] [event], upon which it will terminate automatically, unless terminated in accordance with Clause [5]].\n3. Confidentiality obligations\n3.1 The Recipient agrees and undertakes:\n(a) that it will keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the Discloser's prior written consent[, and then only under conditions of confidentiality no less onerous than those contained in this Agreement];\n(b) that it will use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and\n[(c) that it will act in good faith at all times in relation to the Confidential Information, and will not use any of the Confidential Information for any purpose other than the Permitted Purpose.]\n3.2 Notwithstanding Clause [3.1(a)], the Recipient may disclose the Confidential Information to its [officers, employees, professional advisers, insurers, agents and sub-contractors] [who have a need to have access to the Confidential Information for the performance of their work with respect to the Permitted Purpose and] who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.\n3.3 This Clause [3] imposes no obligations upon the Recipient with respect to Confidential Information which:\n(a) is known to the Recipient before disclosure by [or on behalf of] the Discloser, and is not subject to any obligation of confidentiality;\n(b) is or becomes publicly known through no act or default on the part of the Recipient; or\n[(c) is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of a duty of confidence.]\n3.4 The restrictions in this Clause [3] do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, judicial or governmental request or order, or pursuant to the disclosure requirements relating to the listing of the stock of the Recipient on any recognised stock exchange.\n4. Warranties\n4.1 The Recipient warrants to the Discloser that it has the legal right and authority to enter into and perform its obligations under this Agreement.\n4.2 The Discloser warrants to the Recipient that it has the legal right and authority to enter into and perform its obligations under this Agreement.\n4.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.\n5. Termination\n5.1 [Either party] may terminate this Agreement [forthwith] at any time by giving written notice of termination to the other party.\n5.2 Upon termination:\n[(a) the Recipient will immediately cease to use the Confidential Information; and]\n(b) all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 3, 5.2 to 5.4, and 6].\n[5.3 Within [5] working days following the date of effective termination of this Agreement the Recipient will destroy or return to the Discloser (at the Discloser's option) all media containing Confidential Information, and will irrevocably delete and remove all Confidential Information from its computer systems.]\n5.4 Termination of this Agreement will not affect either party\u2019s accrued rights as at the date of termination.\n6. General\n6.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.\n6.2 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).\n6.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.7\n6.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.\n6.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.8\n6.6 Nothing in this Agreement shall exclude or limit any liability for a party for fraud or fraudulent misrepresentation, or any other liability which may not be excluded or limited under applicable law. Subject to this:\n(a) this Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter[; and\n(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement].\n6.7 This Agreement will be governed by and construed in accordance with the laws of [England and Wales];9 and the courts of [England]10 will have exclusive jurisdiction to Purpose being input with respect to input with respect to Urban Wind Turbines\u2122\nThe parties have indicated their acceptance of this Agreement by executing it below.\nEXECUTION:11\nSIGNED by [name of signatory]\nduly authorised for and on behalf\nof the Discloser ................................ 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(Party Two), having its principal place of business at 314 Athlone Ave., Ottawa, Ontario Canada K1Z 5M4.\n1. Purpose. The purpose of this Agreement is to protect the Confidential Information of the parties, as defined below, which is being disclosed for the purpose of a business relationship between the parties. Party One and Party Two include its family members, associates, employees, agents, or any other such person or persons individually as well as collectively.\n2. Definition. \"Confidential Information\" includes, but is not limited to prototypes, trade secrets, intellectual property, information, technical data, research, products, software, services, development, macros, source code, unreleased software, inventions, ideas, processes, designs, drawings, engineering, marketing, markets, customer information, business plans, business policies or practices, forecasts or financial information, team process, design process, part supply, pricing, development process and procedures, disclosed by Party One and Party Two under this Agreement which at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Confidential Information shall include, but not be limited to, all materials marked \"Confidential Information\". The confidential business information which is to be provided by Party One to Party Two is the sole property of Party One, including but not limited to; financial information, printed material, marketing brochures and literature, photographs, videos, plans, methods, policies and strategies; insofar as the same are and remain confidential business information of Party One not generally known or available to the public.\n3. Disclosure. All disclosures of Confidential Information (whether written or oral) by Party One and Party Two shall (a) remain in confidence for a period of three (3) years from the date of disclosure, except that any trade secrets or information with respect to Party One products or research and development will remain in confidence in perpetuity; (b) be disclosed only to employees of Party Two who have executed written confidentiality agreements with the employer; and (c) be reproduced or used by Party Two only to the extent necessary to fulfill it\u2019s obligations hereunder. Party One and Party Two shall protect shared Confidential Information with the same degree of care as it normally exercises to protect its own confidential information of similar nature, but at a minimum with a reasonable degree of care to prevent its unauthorized use, dissemination or publication. Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party.\n4. Use. Party One and Party Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1. Party One and Party Two each agrees not to disclose the confidential information to others, without the express written permission of the other party.\n5. Future Development. Party Two shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, based upon or derived from the Confidential Information provided by Party One , except as may be expressly agreed to in writing by Party One .\n6. Property Rights, Return of Materials. All materials, including Confidential Information disclosed by Party One and Party Two under this Agreement shall remain the property of the disclosing party. Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information.\n7. Disclosure Required by Law. Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure.\n8. Information Not Confidential. Information shall be deemed not to be confidential if such information is or becomes publicly known through no wrongful act of the receiving party, or is already known by the receiving party as evidenced by competent proof thereof, or is approved for release by the prior written approval of the disclosing party, or is rightfully received by the receiving party from a third party without restriction and without breach of this agreement, or is disclosed by the disclosing party to a third party without a similar restriction on the rights of such third party, or is independently developed by the receiving party without the use of the Confidential Information.\n9. Non-solicitation: Each party agrees that, for a period of 18 months following the date of this Agreement, it shall not solicit to employ or enter into a consulting arrangement with any of the officers, employees, directors or consultants of the other party which whom such party has had contact or were identified to such party in connection with its evaluation of a possible transaction between the parties. The term \u201csolicit to employ or enter into a consulting arrangement with\u201d shall not be deemed to include generalized searches by Party One for employees or consultants through media advertisements, employment firms or otherwise, that are not focused on persons employed by or who consult for Party Two.\n10. Remedies. Party One and Party Two each acknowledge that compliance with the provisions of this Agreement is necessary to protect their proprietary interests. Each party further acknowledges that any unauthorized use or disclosure to any person or entity in breach of this Agreement will result in irreparable and continuing damage, and that each party shall be authorized and entitled to obtain immediate injunctive relief and any other rights or remedies to which it may be entitled. If either party violates any of the above agreements, it acknowledges that money damages will be an inadequate remedy and that the violated party will be entitled to specific performance or to injunctive relief to prohibit the violating party from continuing to violate this agreement even if no money damages can be proven.\n11. Right to Disclose. Each party represents and warrants that it has the right to disclose any information provided to the other party in furtherance of the purpose described in Section 1, without violating any agreement with or right of any other person or company. Confidential Information disclosed by a party hereunder may include Confidential Information of a third party, provided that the third party has authorized such disclosure, and in such event this Agreement shall apply equally to such Confidential Information and shall inure to the benefit of such third party.\n12. No License or Business Relationship. Nothing in this Agreement shall be construed to as a granting to a party a license under any patent, copyright, trade secret or other intellectual property right now or hereinafter obtained by the other party. Further nothing in this Agreement implies a partnership, joint venture or other commercial relationship between the parties, an authorization by for either party to act as agent for the other or an agreement or commitment by either party to purchase, acquire, develop or use the products or services of the other party.\n13. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein. Each party hereby attorns to the jurisdiction of Ontario.\n14. Miscellaneous. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement contains the entire agreement of the parties, and supersedes any and all prior understandings, oral or written, with respect to the subject matter hereof. This Agreement is binding upon and for the benefit of the parties, their successors and assigns, provided that the right to Confidential Information may not be assigned without the written consent of the respective party.\n15. Term. 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(trading as ResRequest) and _______________________________ (referred to hereafter as the Business Partner).\n1. Definitions\nMandarin: means Mandarin Trading (Pty) Ltd.\nAgreement: means the agreement that is made between Mandarin and the Business Partner for the provision of products or services.\nMaterials: means literary works or other works of authorship which are developed in the course of the agreement, such as programs, specifications, database definitions, reports and similar works.\nBusiness partner: means an individual or organisation with whom Mandarin is conducting business in terms of the agreement.\n2. Confidentiality\n2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which:\n2.2. Consists of any of the commercial secrets of the other party; or\n2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential;\n2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may\ndisclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. 2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties.\n3. Materials ownership and copyright\n3.1 Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface.\n3.2 Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin\u2019s use of the material. 4. ResRequest connection service\n4.1 The Business Partner agrees that access to ResRequest information will be used for the sole use of the Business Partner and no auxiliary distribution is permitted, unless agreed upon by both parties.\n5. Limitation of liability\n5.1 Neither party shall be liable to the other for any special, indirect or consequential damages or loss.\n6. Dispute\n6.1 Any legal dispute arising from this agreement will be subject to the jurisdiction of South African law.\n7. Execution\nThis agreement is executed for and on behalf of:\nMandarin Trading (Pty) Ltd\nBy .................................................. In his / her capacity as a director of the company\nSIGNATORY AS WITNESS\nSigned at ...........................................\nOn .....................................................\nThe Business Partner\nBy .................................................. In his / her capacity as a director of the company\nSIGNATORY AS WITNESS\nSigned at ...........................................\nOn .....................................................\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 159 - ], - [ - 159, - 191 - ], - [ - 191, - 239 - ], - [ - 240, - 254 - ], - [ - 255, - 298 - ], - [ - 299, - 427 - ], - [ - 428, - 623 - ], - [ - 624, - 746 - ], - [ - 747, - 765 - ], - [ - 766, - 993 - ], - [ - 994, - 1063 - ], - [ - 1064, - 1253 - ], - [ - 1254, - 1258 - ], - [ - 1258, - 1487 - ], - [ - 1488, - 1611 - ], - [ - 1611, - 1851 - ], - [ - 1852, - 1888 - ], - [ - 1889, - 1893 - ], - [ - 1893, - 2023 - ], - [ - 2024, - 2028 - ], - [ - 2028, - 2382 - ], - [ - 2382, - 2414 - ], - [ - 2415, - 2419 - ], - [ - 2419, - 2618 - ], - [ - 2619, - 2645 - ], - [ - 2646, - 2752 - ], - [ - 2753, - 2763 - ], - [ - 2764, - 2768 - ], - [ - 2768, - 2871 - ], - [ - 2872, - 2884 - ], - [ - 2885, - 2933 - ], - [ - 2934, - 2960 - ], - [ - 2961, - 3015 - ], - [ - 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"spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 14, - 15, - 21 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 14, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://support.resrequest.com/wp-content/uploads/2017/11/NDA_ResConnect.pdf" - }, - { - "id": 227, - "file_name": "NDA_Street_Stream_Franchise.pdf", - "text": "Non-Disclosure Agreement\nTHIS CONFIDENTIALITY DEED is made on 2018\nPARTIES\n(1) Jasmine Technologies Ltd, a company incorporated in England and Wales under number 88338303 whose registered office is 11 Claylands Place London SW8 1NL (Discloser);\n(2) , a company incorporated in under number whose address is (the Recipient),\nBACKGROUND\nA The parties intend to execute this agreement as a deed.\nB The Disclosers wish to disclose Confidential Information to the Recipient in relation to the Purpose and to:\n(i) Franchise agreement\nTHE PARTIES AGREE:\n1 Definitions and interpretation\n1.1 In this Agreement:\nAgreement means this agreement\nAuthorised Person means, in relation to the Recipient, any of the following only to the extent that they are engaged in respect of the Purpose: its officers, directors, employees, and any other person who has been previously approved in writing by the Disclosers;\nBusiness Day means a day other than a Saturday, Sunday or bank or public holiday in England or Wales;\nConfidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including:\n(a) data, ideas and information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with this Agreement and any information utilised in or relating to the Disclosers (or its Group Members\u2019) business (including information relating to products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs);\n(b) information relating to the customers, suppliers, methods, products, plans, finances, trade secrets or otherwise to the business or affairs of the Disclosers (or its Group Members);\n(c) information acquired by observation by the Recipient or any Authorised Person at the offices of or other premises of the Disclosers relating to the Purpose or to the affairs of the Disclosers;\n(d) analyses, ideas, compilations, studies and other material created by the Recipient or any Authorised Person which contain or otherwise reflect or are generated or derived from the information referred to above; and\n(e) the contemplation and implementation of the Purpose, and the existence and content of this Agreement;\nGroup Member means in relation to a party, any undertaking (as defined in section 1161 of the Companies Act 2006) of that party, in each case from time to time;\nIntellectual Property Rights means intellectual and industrial property rights, including copyright (including moral rights), patents, know-how, trade secrets, trademarks, service marks, trade names, design rights, registered designs, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in trade and business names and all similar rights and, in each case:\n(a) whether registered or not;\n(b) including any applications to protect or register such rights;\n(c) including all renewals and extensions of such rights or applications;\n(d) whether vested, contingent or future;\n(e) including rights in the nature of unfair competition rights and rights to sue in passing off; and\n(f) wherever existing;\nPurpose Franchise agreement\nUse means receive, store, transmit, access, read, analyse, disclose, share, print, copy, reproduce, extract, modify, adapt, incorporate, exploit or use Confidential Information in whole or in part in any manner whatsoever.\n1.2 In this Agreement:\n1.2.1 a reference to this Agreement includes its schedules, appendices and annexes (if any); 1.2.2 any table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;\n1.2.3 a reference to a \u2018party\u2019 includes that party\u2019s personal representatives, successors and permitted assigns;\n1.2.4 a reference to a \u2018person\u2019 includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person\u2019s personal representatives, successors and permitted assigns\n1.2.5 a reference to a \u2019company\u2019 includes any company, corporation or other body corporate, wherever and however incorporated or established;\n1.2.6 a reference to a gender includes each other gender;\n1.2.7 words in the singular include the plural and vice versa;\n1.2.8 any words that follow 'include', 'includes', 'including', \u2018in particular\u2019 or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;\n1.2.9 a reference to \u2018writing\u2019 or \u2018written\u2019 includes any method of reproducing words in a legible and non-transitory form including email;\n1.2.10 a reference to legislation is a reference to that legislation as in force at the date of this Agreement and amended, extended, re-enacted or consolidated from time to time;\n1.2.11 a reference to legislation includes all subordinate legislation made as at the date of this Agreement and from time to time under that legislation; and\n1.2.12 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.\n2 Provision and Use of Confidential Information\n2.1 The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of \u00a31 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall:\n2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3;\n2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and\n2.1.3 create and maintain the best industry standards of security (including any reasonable arrangements specified by the Disclosers from time to time and the most secure arrangements that the Recipient maintains for its own trade secrets) in order to ensure that the Confidential Information is secure from unauthorised access, and shall inform immediately the Disclosers if the Recipient becomes aware of any apparent unauthorised access.\n2.2 To the extent determined from time to time by the Disclosers, each of those of the Disclosers\u2019 Group Members, if any, whose information is contained in the Confidential Information disclosed to the Recipient under this Agreement shall be entitled to enforce the rights expressed in favour of the Disclosers under this Agreement in respect only of that Confidential Information belonging to it as if such rights were expressed to be in its favour.\n2.3 None of the Disclosers, its Group Members, and its or their directors, officers, agents, employees, consultants, subcontractors, or advisers makes any representation or warranty concerning the accuracy, efficacy, completeness or capabilities of the Confidential Information disclosed by it (or of any materials or media by which it is supplied), except to the extent, if any, expressly agreed by the Disclosers in writing. No representation or warranty is made that the Confidential Information shall remain unchanged. There is no obligation on the part of the Disclosers to update or correct any inaccuracies in any Confidential Information. Any projected results or management accounts which may be contained in the Confidential Information are for indicative purposes only and are not warranted for accuracy or completeness. The Recipient must make its own independent assessment of the Confidential Information and the Purpose and rely on its own judgment in reaching any conclusion or decision.\n2.4 There is no representation, warranty or undertaking by the Disclosers to continue to disclose any Confidential Information or continue negotiations or enter into a further agreement in relation to the Purpose or the Confidential Information, which agreement can only be subject to a formal written agreement being agreed and signed by the parties.\n2.5 The Recipient\u2019s confidentiality obligations under this Agreement shall survive and subsist indefinitely in relation to any Confidential Information (notwithstanding the prior termination or expiry of this Agreement).\n3 Authorised disclosures\n3.1 The Recipient may disclose any of the Confidential Information to any of its Authorised Persons, provided that it informs them beforehand of the duties of confidence under this Agreement, ensures that they undertake to the Recipient to comply with the same duties of confidence, keeps a written account of each of the disclosures, advises the Disclosers immediately it becomes aware of any breach by an Authorised Person, and gives upon any request by the Disclosers evidence of compliance with this clause.\n3.2 The Recipient further undertakes to procure that all Authorised Persons to whom it discloses the Confidential Information shall comply with the confidentiality obligations under this Agreement and, if required by the Disclosers, to procure that they enter into a confidentiality agreement directly with the Disclosers in reasonably similar terms as those set out under this Agreement.\n4 Excluded information\n4.1 The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers\u2019 reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information.\n4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. The Recipient shall use its best endeavours to resist any requirement for disclosure and to assist the Disclosers in resisting that requirement.\n5 Intellectual Property Rights\nThe Recipient acknowledges that ownership of the Confidential Information including all Intellectual Property Rights in the Confidential Information remains vested in and shall vest in the Disclosers and its licensors, and that no licence or right is granted other than to the extent expressly set out in this Agreement.\n6 Indemnity\nThe Recipient shall indemnify the Disclosers from and against all and any losses, damages (including any consequential, direct, indirect, special, incidental or punitive damages or loss or any other form of economic loss), liability, costs (including legal fees), expenses, claims (including any settlements of claims before or after issue of proceedings), actions, proceedings, judgment sums (including sums arising from consent orders or judgments) fines and penalties, however arising out of, or in connection with, the breach of this Agreement or the unauthorised disclosure or Use of any of the Confidential Information by the Recipient or by any of its Authorised Persons.\n7 Equitable Relief\nThe Recipient recognises that any breach or threatened breach of this Agreement may cause the Disclosers irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Disclosers, the Recipient acknowledges and agrees that the Disclosers is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.\n8 Delivery Up\n8.1 Upon receipt by the Recipient of a written demand from the Disclosers:\n8.1.1 the Recipient must return or procure the return to the Disclosers or, as the Disclosers may require, destroy or procure the destruction of any and all materials containing the Confidential Information together with all copies;\n8.1.2 if the Disclosers requires, the Recipient must provide the Disclosers with a certificate or such other evidence as the Disclosers may reasonably require duly signed or executed by an officer of the Recipient confirming that the Recipient has complied with all of its obligations under this Agreement including about return, destruction and deletion of Confidential Information and media;\n8.1.3 the Recipient must delete or procure the deletion of all electronic copies of Confidential Information; and\n8.1.4 the Recipient must make, and procure that the Authorised Persons shall make, no further Use of the Confidential Information.\n9 Entire agreement\n9.1 The parties agree that this Agreement and any documents entered into pursuant to it constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.\n9.2 The Recipient acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or any documents entered into pursuant to it. The Recipient shall not have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.\n9.3 Nothing in this Agreement purports to limit or exclude any liability for fraud.\n10 Further assurance\nEach party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.\n11 Variation\nNo variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.\n12 Assignment and transfer of rights\nThe Disclosers can, but the Recipient shall not (without the Disclosers\u2019 prior written consent), assign, novate, hold on trust, subcontract or encumber any right or obligation under this Agreement, in whole or in part.\n13 Cumulative rights\nThe rights and remedies provided for in this Agreement are cumulative with, and not exclusive of, any rights or remedies otherwise provided by law or in equity. No exercise by a party of any one right or remedy shall operate so as to hinder or prevent the exercise by it of any other right or remedy.\n14 Set off\nThe Recipient shall pay all sums that it owes to the Disclosers under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.\n15 No partnership or agency\nThe parties are independent persons and are not partners, principal and agent or employer and employee, and this Agreement does not establish any joint venture between them, other than the contractual relationship expressly provided for in it. The Recipient shall not have, nor shall represent that it has, any authority to make any commitment on the Disclosers\u2019 behalf.\n16 Severance\n16.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.\n16.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the\nevent of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.\n17 Waiver\n17.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.\n17.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.\n17.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.\n18 Compliance with law\nEach party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement.\n19 Counterparts\n19.1 This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.\n19.2 Each party may evidence their signature of this Agreement by transmitting by email a signed signature page of this Agreement in PDF format together with the final version of this Agreement in PDF or Word format, which shall constitute an original signed counterpart of this Agreement. Each party adopting this method of signing shall, following circulation by email, provide the original, hard copy signed signature page to the other parties as soon as reasonably practicable.\n20 Costs and expenses\nEach party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).\n21 Language\n21.1 The language of this Agreement is English. All documents, notices, waivers, variations and other written communications relating to this Agreement shall be in English.\n21.2 If this Agreement and any document relating to it is translated, the English version shall prevail.\n22 Third party rights\nExcept as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement. The parties shall not, however, be required to notify or obtain the consent of any third party in order to rescind or vary this Agreement.\n23 Governing law\nThis Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.\n24 Jurisdiction\nThe parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or its formation (including non-contractual disputes or claims).\nTHIS AGREEMENT IS EXECUTED AS A DEED by the parties on the date set out at the head of this deed\nExecuted as a deed by Jasmine Technologies Ltd, acting by a director\nName of Director: James Middleton\nSignature of Director:\nExecuted as a deed by\nName:\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 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"nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 89, - 90, - 91, - 92, - 93 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 81 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 20, - 25 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 20, - 21, - 22, - 23, - 27 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 66, - 120 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 76, - 78 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 8, - 89, - 90, - 92, - 93 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 78 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 76, - 78 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 70 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 51, - 53, - 54 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://streetstream.co.uk/files/NDA_Street_Stream_Franchise.pdf" - }, - { - "id": 228, - "file_name": "NDA_V3.pdf", - "text": "NON DISCLOSURE AGREEMENT\nThis NON DISCLOSURE AGREEMENT is entered into this __________ 2004 (\"Effective Date\") by Forschungszentrum Karlsruhe GmbH, Weberstra\u00dfe 5, 76133 Karlsruhe, Federal Republic of Germany (hereinafter referred to as \"Forschungszentrum\") acting on its behalf and on behalf of the participants in the EU project HySafe, which are the following\nL\u2019Air Liquide\nFederal Institute for Materials Research and Testing\nBMW Forschung und Technik GmbH\nBuilding Research Establishment Ltd\nCommissariat \u00e0 l\u2019Energie Atomique\nDet Norske Veritas AS\nFraunhofer-Gesellschaft zur Foerderung der Angewandten Forschung e.V.\nForschungszentrum Juelich GmbH\nGexCon AS\nThe United Kingdom\u2019s Health and Safety Laboratory\nFoundation INASMET\nInstitut National de l\u2019Environnement industriel et des RISques\nInstituto Superior Technico\nEuropean Commission - Joint Research Centre - Institute for Energy\nNational Center for Scientific Research Demokritos\nNorsk Hydro ASA\nRis\u00f8 National Laboratory\nTNO\nUniversity of Calgary\nUniversity of Pisa\nUniversidad Polit\u00e9cnica de Madrid\nUniversity of Ulster\nVOLVO Technology Corporation\nWarsaw University of Technology\nand\nMr./Mrs. \u2026\n(hereinafter referred to as \"Mr./Mrs. \u2026\")\nWHEREAS, Forschungszentrum is Coordinator of the Network of Excellence \"Safety of Hydrogen as an Energy Carrier\" (HySafe), a project in the Sixth Research and Technological Development Framework Programme of the European Community.\nWHEREAS, according to Section 5.2.3.8 of the Consortium Agreement concluded between all participants in HySafe, an Advisory Council can be constituted, which consists of distinguished scientists from organisations, companies and universities outside the Network as well as representatives from industry and authorities. It advises the Network and makes recommendations on all important matters of substance (e.g. scientific, industry and end user evaluations).\nWHEREAS, Mr./Mrs. \u2026 is appointed as a member of the Advisory Council.\nWHEREAS, each participant in HySafe may provide own confidential information related to HySafe to the Advisory Council, all such information to be considered as the \u201cConfidential Information\u201d, and whereupon the parties hereto wish to record the terms and conditions upon which this information will be disclosed.\nTHEREFORE it is hereby agreed as follows:\n1 In this agreement:\n \u201cDisclosing Party\u201d shall mean any participant in HySafe.\n\u201cRecipient\u201d shall mean Mr./Mrs. \u2026.\n 2 Recipient shall hold the Confidential Information in strict confidence and shall take all reasonable and prudent precautions to prevent the Confidential Information from reaching third parties. Recipient shall use the Confidential Information exclusively for HySafe purposes, especially to advice the Governing Board of HySafe.\n3 Recipient's obligations under this agreement shall not apply to any information which Recipient can document beyond any reasonable doubt was available to the public or known to or developed by the Recipient prior to the date first above written. These obligations shall cease as to any information which Recipient can document thereafter became or becomes available to the public, otherwise than as a result of disclosure by Recipient or was or is disclosed to Recipient by a party unrelated to Recipient, that does not have a nondisclosure obligation with respect to it. Moreover, Recipient's obligations under this agreement shall not apply to Confidential Information Recipient has a legal obligation to disclose to public authorities under law, regulation or lawful administrative decision.\n4 At any time, upon the respective Disclosing Party's request, Recipient shall promptly deliver to the respective Disclosing Party the Confidential Information and all materials relating to or involving Confidential Information (whether prepared by the respective Disclosing Party or otherwise), and will not retain any copies, extracts or other reproductions in whole or in part regarding the Confidential Information. The delivery of such material shall not relieve Recipient of its obligation of confidentiality or other obligations hereunder.\n5 Nothing in this agreement shall be construed as granting Recipient any rights of any kinds in the Confidential Information, by license or otherwise.\n6 This agreement shall be governed by the laws of Belgium. All disputes or differences arising in connection with this agreement which cannot be settled amicably shall be finally settled by arbitration in Brussels under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators to be appointed under the terms of those rules. In any arbitration in which there are three arbitrators, the chairman shall be of juridical education. It shall be conducted in English.\nThe award of the arbitration will be final and binding upon the parties concerned.\nThe parties concerned may instead elect to resolve by mediation a dispute or difference arising in connection with this agreement which cannot be settled amicably.\n7 Any Disclosing Party may act individually in relation to the Recipient under this Non Disclosure Agreement.\n8 This agreement shall come into force after signature of both parties hereto on the Effective Date and shall expire on February 28, 2009. The obligations pursuant to Article 2 shall remain valid for the Recipient even after the end of this agreement for a period of five (5) years thereafter.\nIN WITNESS WHEREOF, the parties hereto have executed this agreement\nForschungszentrum Karlsruhe GmbH\n_____________________________________\nHeinz-J\u00fcrgen FABER Oliver WITTEK\nCentral Legal and Insurance Department\nMr./Mrs. \u2026\n____________________________\nThe employer of Mr./Mrs. \u2026 hereby confirms that he has taken note of this Non Disclosure Agreement and acknowledges that Confidential Information disclosed to Mr./Mrs. \u2026 shall not be used for any internal purposes.\n[Company Name]\n____________________________\n_____________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 361 - ], - [ - 362, - 375 - ], - [ - 376, - 428 - ], - [ - 429, - 433 - ], - [ - 433, - 459 - ], - [ - 460, - 495 - ], - [ - 496, - 529 - ], - [ - 530, - 551 - ], - [ - 552, - 621 - ], - [ - 622, - 640 - ], - [ - 640, - 652 - ], - [ - 653, - 662 - ], - [ - 663, - 712 - ], - [ - 713, - 731 - ], - [ - 732, - 794 - ], - [ - 795, - 822 - ], - [ - 823, - 889 - ], - [ - 890, - 940 - ], - [ - 941, - 956 - ], - [ - 957, - 981 - ], - [ - 982, - 985 - ], - [ - 986, - 1007 - ], - [ - 1008, - 1026 - ], - [ - 1027, - 1060 - ], - [ - 1061, - 1081 - ], - [ - 1082, - 1088 - ], - [ - 1088, - 1110 - ], - [ - 1111, - 1142 - ], - [ - 1143, - 1146 - ], - [ - 1147, - 1157 - ], - [ - 1158, - 1199 - ], - [ - 1200, - 1431 - ], - [ - 1432, - 1752 - ], - [ - 1752, - 1892 - ], - [ - 1893, - 1962 - ], - [ - 1963, - 2275 - ], - [ - 2276, - 2286 - ], - [ - 2286, - 2317 - ], - [ - 2318, - 2320 - ], - [ - 2320, - 2338 - ], - [ - 2339, - 2340 - ], - [ - 2340, - 2396 - ], - [ - 2397, - 2431 - ], - [ - 2432, - 2433 - ], - [ - 2433, - 2629 - ], - [ - 2629, - 2762 - ], - [ - 2763, - 3011 - ], - [ - 3011, - 3337 - ], - [ - 3337, - 3559 - ], - [ - 3560, - 3562 - ], - [ - 3562, - 3980 - ], - [ - 3980, - 4106 - ], - [ - 4107, - 4109 - ], - [ - 4109, - 4257 - ], - [ - 4258, - 4260 - ], - [ - 4260, - 4317 - ], - [ - 4317, - 4619 - ], - [ - 4619, - 4722 - ], - [ - 4722, - 4755 - ], - [ - 4756, - 4838 - ], - [ - 4839, - 5002 - ], - [ - 5003, - 5020 - ], - [ - 5020, - 5112 - ], - [ - 5113, - 5115 - ], - [ - 5115, - 5246 - ], - [ - 5246, - 5406 - ], - [ - 5407, - 5474 - ], - [ - 5475, - 5493 - ], - [ - 5493, - 5507 - ], - [ - 5508, - 5545 - ], - [ - 5546, - 5578 - ], - [ - 5579, - 5617 - ], - [ - 5618, - 5628 - ], - [ - 5629, - 5657 - ], - [ - 5658, - 5872 - ], - [ - 5873, - 5887 - ], - [ - 5888, - 5916 - ], - [ - 5917, - 5946 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 54 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 52, - 66 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 45 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 48 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 46 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.hysafe.org/download/22/NDA_V3.pdf" - }, - { - "id": 289, - "file_name": "Non-Disclosure-Agreement-NDA.pdf", - "text": "Non-Disclosure Agreement\nThis mutual Nondisclosure Agreement (the \"Agreement\") is entered into between\nACCRUENCE GMBH\nLOEWENICHSTR. 3\n91054 ERLANGEN, GERMANY\nand\nand is e\ufb00ective as of the last date signed.\nThe parties agree that in order for them to explore opportunities and examine how they might work together to their mutual bene\ufb01t, it will be necessary and desirable that they disclose con\ufb01dential business information.\nThe parties agree to protect each other's Con\ufb01dential Information disclosed before or after the execution of this Agreement on the following terms.\n1. Each party shall use its reasonable best e\ufb00orts to keep the other's Con\ufb01dential Information secret. Each party shall use at least the same degree of care to avoid unauthorized disclosure or use of the other's Con\ufb01dential Information as it employs with respect to its own Con\ufb01dential Information of like importance.\n2. Neither party has any obligation with respect to any Con\ufb01dential Information which (a) that party independently develops without reference to the Con\ufb01dential Information; (b) is or becomes publicly known without a breach of this Agreement by either party or is known prior to the date hereof; (c) is disclosed to it by a third person who is not required to maintain its con\ufb01dentiality; (d) is approved for release by the other party in writing. The party claiming any of the above exceptions has the burden of proving its applicability.\n3. Each party may disclose Con\ufb01dential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of con\ufb01dentiality. Each party shall take appropriate action with its employees and advisors to satisfy its obligations under this Agreement. Each party shall be responsible to the other for any violation of this Agreement by its own employees or consultants.\n4. Neither party may print or copy, in whole or in part, any documents or magnetic media containing any Con\ufb01dential Information without the prior written consent of the other party other than copies for employees or consultants who are working on the matter and have a need to know.\n5. Neither party may use the other's Con\ufb01dential Information for any purpose but the Business Purpose stated above.\n6. Each party's Con\ufb01dential Information shall remain its own property. Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Con\ufb01dential Information, certifying destruction of any copies or partial copies made.\n7. The obligation of con\ufb01dentiality shall extend to three years from and including the date of return of the Con\ufb01dential Information and certi\ufb01cation of destruction of any copies made. At any time, either party may notify the other party in writing that future disclosures shall not be governed by this Agreement.\n8. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party's Con\ufb01dential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a prospective order or other appropriate remedy, and shall use its reasonable best e\ufb00orts to protect the con\ufb01dential and proprietary status of any disclosed Con\ufb01dential Information.\n9. Each party agrees that in the event of a breach or threatened breach by either party, including its agents, directors, or employees, of the provisions of this Agreement, the non-breaching party may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction against such breach, in addition to any other legal or equitable remedies available to it.\n10. This Agreement is governed by the laws of Germany without regard to its rules on con\ufb02icts of law, and both parties consent to the venue and jurisdiction of its courts. Neither party may assign its rights or obligations under this Agreement. No modi\ufb01cation of this Agreement shall be e\ufb00ective unless in writing and signed by both parties. No waiver of any provision of this Agreement shall be e\ufb00ective unless signed by the waiving party.\nThis Agreement is the entire agreement between the parties on nondisclosure of con\ufb01dential information and supersedes all prior representations and agreements between the parties on that subject.\nErlangen, DD/MM/YYYY\n_________________________ _________________________\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 102 - ], - [ - 103, - 117 - ], - [ - 118, - 132 - ], - [ - 132, - 133 - ], - [ - 134, - 157 - ], - [ - 158, - 161 - ], - [ - 162, - 205 - ], - [ - 206, - 424 - ], - [ - 425, - 572 - ], - [ - 573, - 676 - ], - [ - 676, - 890 - ], - [ - 891, - 977 - ], - [ - 977, - 1065 - ], - [ - 1065, - 1187 - ], - [ - 1187, - 1280 - ], - [ - 1280, - 1339 - ], - [ - 1339, - 1430 - ], - [ - 1431, - 1607 - ], - [ - 1607, - 1729 - ], - [ - 1729, - 1846 - ], - [ - 1847, - 2129 - ], - [ - 2130, - 2245 - ], - [ - 2246, - 2317 - ], - [ - 2317, - 2533 - ], - [ - 2534, - 2719 - ], - [ - 2719, - 2847 - ], - [ - 2848, - 3320 - ], - [ - 3321, - 3706 - ], - [ - 3707, - 3879 - ], - [ - 3879, - 3952 - ], - [ - 3952, - 4049 - ], - [ - 4049, - 4147 - ], - [ - 4148, - 4343 - ], - [ - 4344, - 4364 - ], - [ - 4365, - 4391 - ], - [ - 4391, - 4416 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 14 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://accruence.com/content/uploads/2019/06/Non-Disclosure-Agreement-NDA.pdf" - }, - { - "id": 293, - "file_name": "Non-Disclosure-Secrecy-Agreement.pdf", - "text": "P.L. Berry & Associates Ltd\nPATENT ATTORNEYS\nP O Box 1250, Christchurch 8140\nPhone (03) 366-2761, Fax (03) 379-5744\nEmail: office@plberry.co.nz\nNON-DISCLOSURE / SECRECY AGREEMENT\nI/We (Insert name of person or company to whom information is being disclosed) of (Address) hereby agree to keep confidential any information which has already or may be disclosed to us by: -\n(b) (Inventor\u2019s name) of (c) (Address)\nConcerning the (d) (Insert brief description of invention) and we will not use it for our own benefit or disclose it to any other party without the written approval of:\n(b) (Inventor\u2019s name)\nThis obligation of confidentiality and non-use does not apply to information which:\n1. Was in our possession before the Inventor disclosed it to me/us.\n2. Is made publicly available after its disclosure to me/us other than by any act or omission by us.\n3. Becomes known to us after its disclosure by (b) (Inventor\u2019s name) from a third party who is under no obligation of confidentiality to (b) (Inventor\u2019s name)\nAccepted for and on behalf of\n(a) (Insert name of person or company to whom information is being disclosed)\nSigned Dated\nSigned Dated\nSigned Dated\nCLIENTS OF THE ABOVE PRACTICE MAY COPY THIS DOCUMENT FOR THEIR OWN USE\n", - "spans": [ - [ - 0, - 27 - ], - [ - 28, - 44 - ], - [ - 45, - 76 - ], - [ - 77, - 115 - ], - [ - 116, - 143 - ], - [ - 144, - 178 - ], - [ - 179, - 370 - ], - [ - 371, - 396 - ], - [ - 396, - 409 - ], - [ - 410, - 425 - ], - [ - 425, - 578 - ], - [ - 579, - 600 - ], - [ - 601, - 684 - ], - [ - 685, - 752 - ], - [ - 753, - 853 - ], - [ - 854, - 901 - ], - [ - 901, - 991 - ], - [ - 991, - 1012 - ], - [ - 1013, - 1042 - ], - [ - 1043, - 1120 - ], - [ - 1121, - 1133 - ], - [ - 1134, - 1146 - ], - [ - 1147, - 1159 - ], - [ - 1160, - 1230 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 12, - 15, - 16, - 17 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9, - 10, - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://plberry.co.nz/wp-content/uploads/2019/05/Non-Disclosure-Secrecy-Agreement.pdf" - }, - { - "id": 296, - "file_name": "Non-Disclosure-form_1.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) made this _____ day of _____ 20___, between YOUR COMPANY having a principal place of business at YOUR COMPANY ADDRESS and ____________________,whose principal address is ___________________________________________________.\nWHEREAS: To determine the feasibility of a commercial relationship, the parties will be having discussions relating to both parties' business and technology. It is contemplated that to make such a determination, each party may disclose certain information to the other in confidence.\nNOW THEREFORE, in consideration of mutual promises and covenants contained in this Agreement and the disclosure of Confidential Information to each other, the parties to this Agreement agree as follows:\n1. Definition. The term \"Confidential Information\" as used herein means all trade secrets or confidential or proprietary information of either party, whether or not marked \u201cConfidential\u201d, whether in written or oral form, relating to such party's business or technology, including without limitation, its products, customer data, development and marketing plans, and financial information. In addition, Confidential Information shall include all terms and conditions of this Agreement including the fact that the parties are having discussions in order to determine the feasibility of a commercial relationship.\n2. Non-Disclosure of Confidential Information. The party receiving Confidential Information (the \u201cReceiving Party\u201d) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the \u201cDisclosing Party\u201d) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information. The Receiving Party agrees to protect Confidential Information by using the same degree of care as it would use to protect its own information of like importance, but in no case less than reasonable care. Any use of Confidential Information shall be solely for the purpose authorized above. Each party shall take appropriate measures, and in no event less than reasonable measures, by instruction and agreement prior to disclosure to such employees to assure against unauthorized use or disclosure. The Receiving Party agrees not to reverse engineer, disassemble, or otherwise restructure and/or copy or in any way recreate in whole or in part any Confidential Information of the Disclosing Party.\n3. Exceptions to Confidential Information. The Receiving Party shall have no obligation with respect to information which: (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party\u2019s records; (ii) is or becomes part of the public domain without breach of this Agreement by Receiving Party; (iii) becomes known or available to Receiving Party from a source other than the Disclosing Party with the legal right to use and disclose such information; (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is disclosed by the Receiving Party pursuant to a valid order issued by a court or government agency, provided, however, that the Receiving Party provides the Disclosing Party: (a) prior written notice of such obligation; and (b) the opportunity to oppose such disclosure or obtain a protective order.\n4. Return or Destruction of Confidential Information. Upon written demand by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information; (ii) promptly return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of demand; and/or (iii) upon request of the Disclosing Party, destroy all such Confidential Information, including copies thereof, and shall furnish the Disclosing Party with written certification of destruction.\n5. Injunctive Relief. The provisions of this Agreement are necessary for the protection of the business of each party and are considered by the other party to be reasonable for such purpose. Each party agrees that any breach of this Agreement may cause the other party substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies that may be available, each party shall have the right to seek specific performance and other injunctive and equitable relief against the other.\n6. Ownership and Disclaimer. Each party shall retain all right, title and interest to such party\u2019s Confidential Information disclosed to the other party. Subject only to the Receiving Party\u2019s limited use of the Confidential Information for the purpose set forth above, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting or implying any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement whether under any trademark, patent or copyright, or application of same which are now or thereafter may be obtained by such party. The Receiving Party shall not violate any of the Disclosing Party\u2019s intellectual property or other rights in or to the Confidential Information.\nALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS\u201d WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION.\n7. Term. This Agreement shall remain in effect for a period of five (5) years from the Effective Date hereof.\n8. No Obligation to Do Business. Each party acknowledges and agrees that nothing in this Agreement shall impose upon either party any obligation to consummate a transaction. Subject to the terms and conditions of this Agreement, discussions and communications between the parties hereto shall not impair the right of either party to develop, make, use, procure and/or market any products or services (now or in the future) which may be competitive with those offered by the other party, provided none of the foregoing activities violate the terms of this Agreement.\n9. General\n9.1 Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions herein shall not affect the validity or enforceability of other provisions herein.\n9.2 Choice of Laws. The laws of the State of YOUR COMPANY STATE shall govern the validity, construction and performance of this Agreement, provided, however, that no choice of law or rule of the State of YOUR COMPANY STATE, or any other jurisdiction, which would cause any such matter to be referred to the law of any jurisdiction other than YOUR COMPANY STATE shall be given any force or effect. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of YOUR COMPANY STATE located in YOUR COMPANY STATE CAPITAL, YOUR COMPANY STATE or the courts of the United States of America for the Northern District of YOUR COMPANY STATE, and, by execution and delivery of this Agreement, each party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, that any party may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.\n9.3 Notice. Any notice, approval, request, authorization, direction or other communication required or permitted under this Agreement shall be given in writing and shall be deemed to have been delivered: (i) one (1) business day after deposit with a commercial overnight courier with written verification of receipt; or (ii) five (5) business days after the mailing date if sent by U.S. mail, return receipt requested, postage and charges prepaid. Notice shall be given to each party at the addresses set forth above.\n9.4 Assignment and Delegation. This Agreement shall not be assignable by either party, without the prior written consent of the other party. Any purported or attempted assignment hereof without such written consent shall be void and of no force or effect. This Agreement shall inure to the benefit of any successors.\n9.5 No Waiver. No waiver by either party of any breach or default of any of the covenants or agreements herein contained shall be deemed a waiver as to any subsequent or similar breach or default. No right or remedy herein conferred upon either party is exclusive of any other right or remedy herein or by law or in equity provided or permitted.\n9.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and is the final, complete and exclusive expression of the terms and conditions thereof. All prior or contemporaneous agreements, representations, negotiations and understandings of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein.\n9.7 Amendments and Modifications. No amendment, modification, or supplement to this Agreement shall be binding on any party unless it is in writing and signed by the parties.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.\nYOUR COMPANY NAME ______________________________\nBy: _________________________________ By: _______________________________\nName: ______________________________ Name: _____________________________\nTitle: _______________________________ Title: ______________________________\nDate: _______________________________ Date: ______________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 253 - ], - [ - 253, - 305 - ], - [ - 306, - 464 - ], - [ - 464, - 589 - ], - [ - 590, - 792 - ], - [ - 793, - 808 - ], - [ - 808, - 1182 - ], - [ - 1182, - 1403 - ], - [ - 1404, - 1451 - ], - [ - 1451, - 1868 - ], - [ - 1868, - 2073 - ], - [ - 2073, - 2159 - ], - [ - 2159, - 2367 - ], - [ - 2367, - 2565 - ], - [ - 2566, - 2609 - ], - [ - 2609, - 2689 - ], - [ - 2689, - 2895 - ], - [ - 2895, - 2993 - ], - [ - 2993, - 3150 - ], - [ - 3150, - 3253 - ], - [ - 3253, - 3434 - ], - [ - 3434, - 3483 - ], - [ - 3483, - 3558 - ], - [ - 3559, - 3613 - ], - [ - 3613, - 3685 - ], - [ - 3685, - 3731 - ], - [ - 3731, - 3898 - ], - [ - 3898, - 4092 - ], - [ - 4093, - 4115 - ], - [ - 4115, - 4284 - ], - [ - 4284, - 4621 - ], - [ - 4622, - 4651 - ], - [ - 4651, - 4776 - ], - [ - 4776, - 5244 - ], - [ - 5244, - 5388 - ], - [ - 5389, - 5611 - ], - [ - 5611, - 5725 - ], - [ - 5726, - 5735 - ], - [ - 5735, - 5835 - ], - [ - 5836, - 5869 - ], - [ - 5869, - 6010 - ], - [ - 6010, - 6401 - ], - [ - 6402, - 6412 - ], - [ - 6413, - 6431 - ], - [ - 6431, - 6649 - ], - [ - 6650, - 6670 - ], - [ - 6670, - 7047 - ], - [ - 7047, - 7519 - ], - [ - 7519, - 7807 - ], - [ - 7808, - 7820 - ], - [ - 7820, - 8012 - ], - [ - 8012, - 8128 - ], - [ - 8128, - 8256 - ], - [ - 8256, - 8325 - ], - [ - 8326, - 8357 - ], - [ - 8357, - 8467 - ], - [ - 8467, - 8582 - ], - [ - 8582, - 8642 - ], - [ - 8643, - 8658 - ], - [ - 8658, - 8840 - ], - [ - 8840, - 8988 - ], - [ - 8989, - 9011 - ], - [ - 9011, - 9216 - ], - [ - 9216, - 9406 - ], - [ - 9407, - 9441 - ], - [ - 9441, - 9581 - ], - [ - 9582, - 9678 - ], - [ - 9679, - 9697 - ], - [ - 9697, - 9727 - ], - [ - 9728, - 9732 - ], - [ - 9732, - 9766 - ], - [ - 9766, - 9770 - ], - [ - 9770, - 9801 - ], - [ - 9802, - 9808 - ], - [ - 9808, - 9839 - ], - [ - 9839, - 9845 - ], - [ - 9845, - 9874 - ], - [ - 9875, - 9882 - ], - [ - 9882, - 9914 - ], - [ - 9914, - 9921 - ], - [ - 9921, - 9951 - ], - [ - 9952, - 9958 - ], - [ - 9958, - 9990 - ], - [ - 9990, - 9996 - ], - [ - 9996, - 10026 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33, - 34 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16, - 20, - 21, - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.financialelevationllc.com/s/Non-Disclosure-form.pdf" - }, - { - "id": 301, - "file_name": "NonDisclosureAgreementNDASAMITT20190002v2.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made on day of , 20\nPARTIES:\nSINGAPORE ART MUSEUM, a company registered in Singapore under UEN No.: 201330746G having its office at 61 Stamford Road, #02-02, Stamford Court, Singapore 178892. (the Discloser)\nand\nRecipient Company, a company registered in Singapore under UEN No.: having its office at . (the Recipient)\nWHEREAS\nThe Discloser has engaged the Recipient for the purpose of Invitation to Tender: Managed Website Hosting Environment for Singapore Art Museum (SAM/ITT/2019/0002) . The Recipient would receive information from the Discloser during the course of their work via the Recipient\u2019s corporate email address ___________________________________________________. (the Purpose)\nNOW IT IS AGREED AS FOLLOWS:\n1. Definitions \u2013 In this Agreement the following words are to have the following meanings:\n1.1 \u201cConfidential Information\u201d refers to:\n1.1.1 In respect of Information provided in documentary form or in other electronic form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that is imparted in confidence;\n1.1.2 In respect of Information that is imparted orally, any Information that the Discloser or its representatives informed the Recipient at the time of disclosure was imparted in confidence;\n1.2 \u201cInformation\u201d means but is not limited to information and data whether concerning commercial, financial, technical or any matter provided directly or indirectly by the Discloser to the Recipient in documentary form, orally, or other electronic form.\n1.3 \u201cPermitted Purpose\u201d or \u201cthe Purpose\u201d means any such purposes which the Discloser has sought the services of the Recipient and includes but is not limited to the reviewing of contracts and documents.\n2. Confidentiality\n2.1 The Recipient undertakes to the Discloser to:\n2.1.1 Receive and keep the Confidential Information secret and confidential and not disclose such Confidential Information to any third party;\n2.1.2 Use the Confidential Information only for the Permitted Purpose; and\n2.1.3 Not disclose the Confidential Information to any other person without the Discloser\u2019s written consent.\n2.1.4\n3. Exceptions\n3.1 The undertakings in clauses 2 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:\n3.1.1 any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or\n3.1.2 any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.\n4. Terminations of Services\n4.1 Upon the termination of the Recipient for the Purpose;\n4.1.1 The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information; and\n4.1.2 The Recipient shall make no further use of the Confidential Information.\n5. Intellectual Property in the Confidential Information\n5.1 The Recipient acknowledges and agrees that the intellectual property and in particular, the\ncopyright in the Confidential Information disclosed by the Discloser, including any documents, files and other items containing any Confidential Information belongs to the Discloser.\n5.2 This Agreement is neither to prejudice nor limit the rights of the Discloser in respect of any intellectual property rights in the Confidential Information.\n5.3 This Agreement is not to be construed to:\n5.3.1 Grant the Recipient any licence or rights other than as expressly set out in this Agreement in respect of the Confidential Information; nor\n5.3.2 Require the Discloser to disclose any Confidential Information to the Recipient.\n6. Variations\n6.1 Any variations to this Agreement are to be made in writing and signed by both the Discloser and the Recipient.\n7. Governing Law and Disputes\n7.1 The validity, construction and performance of this Agreement are to be governed by the laws of the Republic of Singapore. Any dispute arising under or in connection with this Agreement is to be subject to the exclusive jurisdiction of the Singapore courts to which the Discloser and the Recipient submit.\n8. Third Parties\n8.1 This Agreement does not create any right enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act (Cap 53B, 202 Rev. Ed).\nAGREED BY THE PARTIES:\nFor and on behalf of Singapore Art Museum For and on behalf of the Recipient\nName: Name:\nDesignation: Designation:\nSignature and Company Stamp Signature and Company Stamp\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 62 - ], - [ - 63, - 71 - ], - [ - 72, - 235 - ], - [ - 235, - 250 - ], - [ - 251, - 254 - ], - [ - 255, - 361 - ], - [ - 362, - 369 - ], - [ - 370, - 534 - ], - [ - 534, - 669 - ], - [ - 669, - 722 - ], - [ - 722, - 735 - ], - [ - 736, - 764 - ], - [ - 765, - 855 - ], - [ - 856, - 897 - ], - [ - 898, - 904 - ], - [ - 904, - 1142 - ], - [ - 1143, - 1149 - ], - [ - 1149, - 1334 - ], - [ - 1335, - 1588 - ], - [ - 1589, - 1791 - ], - [ - 1792, - 1810 - ], - [ - 1811, - 1815 - ], - [ - 1815, - 1860 - ], - [ - 1861, - 2003 - ], - [ - 2004, - 2010 - ], - [ - 2010, - 2078 - ], - [ - 2079, - 2085 - ], - [ - 2085, - 2187 - ], - [ - 2188, - 2193 - ], - [ - 2194, - 2207 - ], - [ - 2208, - 2212 - ], - [ - 2212, - 2417 - ], - [ - 2418, - 2547 - ], - [ - 2548, - 2726 - ], - [ - 2727, - 2754 - ], - [ - 2755, - 2759 - ], - [ - 2759, - 2813 - ], - [ - 2814, - 2820 - ], - [ - 2820, - 3028 - ], - [ - 3029, - 3035 - ], - [ - 3035, - 3107 - ], - [ - 3108, - 3164 - ], - [ - 3165, - 3169 - ], - [ - 3169, - 3260 - ], - [ - 3261, - 3443 - ], - [ - 3444, - 3448 - ], - [ - 3448, - 3604 - ], - [ - 3605, - 3609 - ], - [ - 3609, - 3650 - ], - [ - 3651, - 3657 - ], - [ - 3657, - 3796 - ], - [ - 3797, - 3883 - ], - [ - 3884, - 3897 - ], - [ - 3898, - 3902 - ], - [ - 3902, - 4012 - ], - [ - 4013, - 4042 - ], - [ - 4043, - 4047 - ], - [ - 4047, - 4169 - ], - [ - 4169, - 4351 - ], - [ - 4352, - 4368 - ], - [ - 4369, - 4373 - ], - [ - 4373, - 4538 - ], - [ - 4539, - 4561 - ], - [ - 4562, - 4638 - ], - [ - 4639, - 4650 - ], - [ - 4651, - 4676 - ], - [ - 4677, - 4732 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 37, - 39 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 44, - 45, - 47, - 49, - 51 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 16, - 17, - 18 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 37, - 39 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 14, - 17, - 18, - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 23, - 24 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.singaporeartmuseum.sg/-/media/sam/files/tender-docs/sam-itt-2019-0002/nondisclosureagreementndasamitt20190002v2.pdf?la=en&hash=50305AC81EE2D9870A369818A8A14420FCD5B35F" - }, - { - "id": 307, - "file_name": "non-disclosure-agreement-en.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into by and between PromonLogicalis Tecnologia e Participa\u00e7\u00f5es Ltda. and PTLS Servi\u00e7os de Tecnologia e Assessoria T\u00e9cnica Ltda., both with main office at Av. Presidente Juscelino Kubitschek, 1830, 1\u00ba andar, Torre I and II, S\u00e3o Paulo, SP, Brasil, (\u201chereinafter referred to \u201cPromonLogicalis\u201d), and the Company. PromonLogicalis and the Company are individually referred to herein as the \u201cParty\u201d, \u201cDisclosing Party\u201d or \u201cReceiving Party\u201d, as appropriate, or collectively as the \u201cParties\u201d.\nThe Parties agree this Agreement shall be deemed valid and legal from the moment the authorized representative of the Company click \"Sign Non-Disclosure Agreement\" at PromonLogicalis\u2019 website where is located the form for creation and acceptance of this Non-Disclosure Agreement (\"Execution Date\").\nThe Parties have entered into this Non-Disclosure Agreement, which is governed by the following terms and conditions:\n1. This agreement\u2019s purpose is to ensure secrecy and confidentiality of the information to be provided, from the Execution Date, by one Party (\"Disclosing Party\") and its Affiliates to the other (\"Receiving Party\") during any evaluation, negotiations or commercial relationship, that may be engaged between them (\u201cScope\u201d). For the purpose of this Agreement, Affiliates means with respect to a party, any corporation or entity which (i) controls either directly or indirectly that party, or (ii) is controlled directly or indirectly by that party, or (iii) is under common control with the party.\n2. All the information that (i) is written and marked as CONFIDENTIAL, or (ii) is disclosed verbally, and at the time of its disclosure, the Disclosing Party's identify such information to be protected in accordance with this Agreement (\"Confidential Information\"), shall be considered confidential and restricted property of the Disclosing Party.\n3. The term \"Information\" shall include all written information, verbal or otherwise presented in tangible or intangible way, including, but not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, technology, products, designs, specifications, drawings, diagrams, data, computer programs, business activities and operations, reports, studies and other technical, commercial, financial information of each Party or its Affiliates.\n4. The Receiving Party undertakes, for the period of time specified in Section 13, to keep confidential all Confidential Information submitted by the Disclosing Party, either directly or indirectly through subcontractors and other partners of the Disclosing Party, and being subject to the rules of intellectual property.\n4.1 The Receiving Party for purposes of confidentiality is bound by its managers, employees, agents, for any purpose, and principals.\n4.2 The Receiving Party acknowledges that the technical specifications as well as all documents to be disclosed are not subject to appropriation,\u00a0remain the property of Disclosing Party or any third party, as applicable.\n4.3 Each Party agrees to use Confidential Information only for the purposes of this Agreement. No license or right under any intellectual property right is granted by the mere transmittal of Confidential Information to the Receiving Party, nor shall such a transmission constitute any representation or warranty by the Disclosing Party with respect to infringement of intellectual property rights of third parties.\n5. The Receiving Party agrees for the period specified in Section 13 that it will:\na. Restrict disclosure of the Confidential Information to the minimum required number of people (such as employees, directors, officers, legal counsels, accountants or consultants who shall also be personally bound to maintain the Information in confidence);\nb. Direct its employees, agents and subcontractors to abide by non-disclosure terms at least as protective of the Confidential Information as those set forth herein;\nc. Maintain the confidentiality and take proper measures to protect the secrecy of the Confidential Information, using the same degree of care that it uses to protect its own confidential information, but in any event shall use at least commercially reasonable care .;\nd. Immediately notify the other party of any misappropriation or misuse of Confidential Information.\n6. The breach of the terms set forth herein imply:\nPromonLogicalis\na. Termination of any agreement executed by and between the Parties, without any obligation to compensation for the complainant, being due, however, the penalties for breach of contract by the party which gives cause to termination;\nb. Payment of damages as set forth in Section 9 and the applicable law.\n7. Confidential Information shall not include information which is:\na. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential;\nb. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality;\nc. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and (ii) upon request, but provided that it complies with applicable Law, cooperate with the Disclosing Party in preventing such a disclosure;\ne. Publicly available through lawful disclosure; or\nf. Independently developed by or for the Receiving Party.\n8. All information (either Confidential Information or not) furnished under this Agreement shall remain the property of the Disclosing Party and shall be returned to it or destroyed promptly at its request (together with all relevant copies, extracts, plans, schematics or other reproductions). ALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS.\u201d NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION, AND EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.\n9. The Parties acknowledge that the breach of secrecy has the character of serious irregularity and can cause serious damages to the other Party.\n9.1 In case of breach of any obligation set forth herein by the Receiving Party, the Disclosing Party shall recover any and all damages. Notwithstanding any other provision herein, neither Party shall be liable for indirect damages or loss of profits.\n9.2 Accordingly, the actual or threatened unauthorized disclosure or use of any Information shall give the Disclosing Party the right to seek injunctive relief restraining such unauthorized disclosure or use, without the necessity of proving actual damages, in addition to any other remedy otherwise available to the Disclosing Party. Any third party owner of Information disclosed by a party hereto shall be an intended third party beneficiary of this Agreement and shall be entitled to rely upon and directly enforce the terms and conditions hereof.\n10. Neither the execution of this Agreement nor the furnishing of any information under this Agreement shall be construed as granting any Party or any of its representatives, either expressly or by implication, any license or right to use any Confidential Information for its own benefit or the benefit of any other person, firm or entity, and each party expressly agrees not to so use any such information. Nothing contained in this Agreement shall be construed as conferring any rights, by license or otherwise, to any invention, discovery, or improvement made, conceived or acquired prior to, during or after the date of this Agreement.\n11. The disclosure of confidential information is not a commitment by Disclosing Party to enter into any business arrangement with the Receiving Party or third parties. If the Parties wish to pursue business opportunities, they shall execute a separate written agreement to govern such relationship.\n12. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term.\n13. This Agreement shall be in force on the Execution Date and shall remain in force for a period of twenty-four (24) months. Notwithstanding the term of the Agreement, the Parties undertake to maintain the confidentiality obligation for a period of three (3) years after Confidential Information disclosure.\n14. This Agreement binds not only the parties, but also their successors and assignees.\n15. Governing law and Venue:\n(i) If you the Company is located in Latin America countries: This Agreement shall be governed by and construed in accordance with the laws of Brazil. The Parties elect the courts sitting in the Forum of the city of S\u00e3o Paulo, SP, Brazil, as the exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.\nPromonLogicalis\n(ii) If you the Company is not located in Latin America countries: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of law provisions. Any dispute regarding this Agreement will be subject to the exclusive jurisdiction of the state courts in and for New York, U.S.A. and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts.\n16. In case of any lawsuit, the Parties undertake to request judicial secrecy.\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 389 - ], - [ - 389, - 563 - ], - [ - 564, - 862 - ], - [ - 863, - 980 - ], - [ - 981, - 1304 - ], - [ - 1304, - 1413 - ], - [ - 1413, - 1471 - ], - [ - 1471, - 1531 - ], - [ - 1531, - 1576 - ], - [ - 1577, - 1605 - ], - [ - 1605, - 1651 - ], - [ - 1651, - 1924 - ], - [ - 1925, - 2381 - ], - [ - 2382, - 2703 - ], - [ - 2704, - 2708 - ], - [ - 2708, - 2837 - ], - [ - 2838, - 2842 - ], - [ - 2842, - 3058 - ], - [ - 3059, - 3154 - ], - [ - 3154, - 3473 - ], - [ - 3474, - 3556 - ], - [ - 3557, - 3815 - ], - [ - 3816, - 3981 - ], - [ - 3982, - 4250 - ], - [ - 4251, - 4351 - ], - [ - 4352, - 4402 - ], - [ - 4403, - 4418 - ], - [ - 4419, - 4651 - ], - [ - 4652, - 4723 - ], - [ - 4724, - 4791 - ], - [ - 4792, - 4961 - ], - [ - 4962, - 5080 - ], - [ - 5081, - 5189 - ], - [ - 5189, - 5276 - ], - [ - 5276, - 5311 - ], - [ - 5311, - 5419 - ], - [ - 5419, - 5557 - ], - [ - 5558, - 5609 - ], - [ - 5610, - 5667 - ], - [ - 5668, - 5963 - ], - [ - 5963, - 6013 - ], - [ - 6013, - 6286 - ], - [ - 6287, - 6432 - ], - [ - 6433, - 6437 - ], - [ - 6437, - 6570 - ], - [ - 6570, - 6684 - ], - [ - 6685, - 6689 - ], - [ - 6689, - 7020 - ], - [ - 7020, - 7236 - ], - [ - 7237, - 7645 - ], - [ - 7645, - 7876 - ], - [ - 7877, - 8046 - ], - [ - 8046, - 8176 - ], - [ - 8177, - 8274 - ], - [ - 8275, - 8388 - ], - [ - 8388, - 8401 - ], - [ - 8401, - 8583 - ], - [ - 8584, - 8671 - ], - [ - 8672, - 8700 - ], - [ - 8701, - 8852 - ], - [ - 8852, - 9042 - ], - [ - 9043, - 9058 - ], - [ - 9059, - 9284 - ], - [ - 9284, - 9534 - ], - [ - 9535, - 9613 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 18, - 20, - 40, - 50, - 51 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12, - 21, - 22 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 57 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 30, - 39 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 40 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 12, - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30, - 34, - 35, - 36 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 30, - 33 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 50 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.la.logicalis.com/globalassets/latin-america/partnership-enrollment/non-disclosure-agreement-en.pdf" - }, - { - "id": 310, - "file_name": "non-disclosure-agreement-template.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (the \"Agreement\") is entered into by and between The National Archives, (the \"Disclosing Party\"), and _______________________, located at __________________ _________________________________________________ (the \"Receiving Party\"), for the purpose of preventing the unauthorised disclosure of Sensitive Information as defined below, in line with HMG\u2019s Security Policy Framework. The parties agree to enter into a confidential relationship with respect to the disclosure of certain sensitive, proprietary or protected information (\"Sensitive Information\").\n1. Definition of Sensitive Information. For purposes of this Agreement, \"Sensitive Information\" shall include all information or material that\n\uf0b7 has or could have commercial value or other utility in the business in which Disclosing Party is engaged\n\uf0b7 might lead to the security of the Disclosing Party\u2019s physical or information assets or the safety of its staff and customers being compromised.\nIf Sensitive Information is in a physical or electronic form, the Disclosing Party shall label or stamp the materials with the words OFFICIAL-SENSITIVE, or some similar warning, in line with HMG\u2019s protective marking scheme. If Sensitive Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Sensitive Information.\n2. Exclusions from Sensitive Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; (d) is disclosed by Receiving Party with Disclosing Party's prior written approval; or (e) independently developed by the Receiving Party outside the scope of this agreement.\n3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Sensitive Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Sensitive Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall put in place effective governance controls to monitor compliance and respond to (and report) any security breach incidents. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Sensitive Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Sensitive Information within a reasonable time period if Disclosing Party requests it in writing.\n4. Time Periods. The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Sensitive Information in confidence shall remain in effect until the Sensitive Information no longer qualifies as a trade secret or otherwise needing protection until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\n6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.\n7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in writing signed by both parties.\n8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorised representative. __________________________________________________________________________ (Signature, on behalf of Disclosing Party)\nDate: _______________\n__________________________________________________________________________ (Signature, on behalf of Receiving Party)\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 192 - ], - [ - 192, - 211 - ], - [ - 211, - 261 - ], - [ - 261, - 433 - ], - [ - 433, - 609 - ], - [ - 610, - 650 - ], - [ - 650, - 752 - ], - [ - 753, - 859 - ], - [ - 860, - 1005 - ], - [ - 1006, - 1230 - ], - [ - 1230, - 1406 - ], - [ - 1407, - 1449 - ], - [ - 1449, - 1538 - ], - [ - 1538, - 1663 - ], - [ - 1663, - 1751 - ], - [ - 1751, - 1887 - ], - [ - 1887, - 1974 - ], - [ - 1974, - 2061 - ], - [ - 2062, - 2097 - ], - [ - 2097, - 2247 - ], - [ - 2247, - 2508 - ], - [ - 2508, - 2654 - ], - [ - 2654, - 2934 - ], - [ - 2934, - 3190 - ], - [ - 3191, - 3208 - ], - [ - 3208, - 3630 - ], - [ - 3631, - 3649 - ], - [ - 3649, - 3800 - ], - [ - 3801, - 3818 - ], - [ - 3818, - 3993 - ], - [ - 3994, - 4010 - ], - [ - 4010, - 4196 - ], - [ - 4196, - 4271 - ], - [ - 4272, - 4283 - ], - [ - 4283, - 4396 - ], - [ - 4397, - 4520 - ], - [ - 4520, - 4596 - ], - [ - 4596, - 4671 - ], - [ - 4671, - 4713 - ], - [ - 4714, - 4720 - ], - [ - 4720, - 4735 - ], - [ - 4736, - 4811 - ], - [ - 4811, - 4852 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10, - 11 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 18 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 24 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.nationalarchives.gov.uk/documents/non-disclosure-agreement-template.pdf" - }, - { - "id": 321, - "file_name": "Pitch-Deck-Fire-Workshop-NDA-2.2017.pdf", - "text": "NON DISCLOSURE AGREEMENT\n(NDA covering any Pitch Deck Fire organized workshop or event)\nTHIS AGREEMENT is made and entered into by all parties who participate in any way (as an event ticket holder or otherwise, paid event or otherwise) in _______Zero to Pitch Deck \u2013 February 11th 2017_______ (\u201cthe Event\u201d) that is organized by Pitch Deck Fire or it\u2019s officers. Parties agree to enter into this agreements by purchasing a ticket to or attending the event as on the date of the ticket purchased or event date, whichever comes first (\u201cEffective Date\u201d). The agreement covers information shared by and between any event participant (\u201cthe Disclosing Party\u201d) and any other event participant, (\u201cthe Recipient\u201d) (collectively, \u201cthe Parties\u201d).\nPurpose for Disclosure (\u201cBusiness Purpose\u201d): Relevant information may be disclosed by the Disclosing Party to the Recipient during the course of activities of the event to collaboratively ensure that attendees fully understand and effectively utilize the training material. This agreement covers the entirety of the event and any and all information shared by any party at the event to any other party at the event or after the event. The information may be shared verbally, visually, in a document, via email or other digital forum. The Parties hereby agree as follows:\n1. For purposes of this Agreement, \"Confidential Information\" shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend \"Confidential\" or an equivalent designation.\n2. All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party\u2019s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party\u2019s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.\n3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED \"AS IS\". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality.\n5. In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorneys' fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.\n6. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the state of Colorado. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof.\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.\nPitch Deck Fire confirms that this information has been made clear and publically available to all event attendees.\nPitch Deck Fire agrees that if a Participant delivers to Pitch Deck Fire any information or data marked or identified as confidential or proprietary (\"confidential information\"), then Pitch Deck Fire shall not, except as otherwise permitted or instructed by the applicable Participant in writing (a) disclose or otherwise make available the confidential information to any third party except to the extent otherwise expressly permitted by this Agreement, (b) modify, copy, transmit, alter, merge, decompile, disassemble, reverse engineer or adapt any portion of the confidential information.\nName: Stacie Shaw__________\nTitle: Founder and Lead Designer \u2013 Pitch Deck Fire__\nSignature: _______________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 87 - ], - [ - 88, - 246 - ], - [ - 246, - 362 - ], - [ - 362, - 551 - ], - [ - 551, - 734 - ], - [ - 735, - 1009 - ], - [ - 1009, - 1170 - ], - [ - 1170, - 1269 - ], - [ - 1269, - 1305 - ], - [ - 1306, - 1617 - ], - [ - 1617, - 1782 - ], - [ - 1783, - 1924 - ], - [ - 1924, - 2251 - ], - [ - 2251, - 2587 - ], - [ - 2587, - 2713 - ], - [ - 2713, - 2907 - ], - [ - 2908, - 3032 - ], - [ - 3032, - 3184 - ], - [ - 3184, - 3234 - ], - [ - 3234, - 3401 - ], - [ - 3402, - 3530 - ], - [ - 3530, - 3624 - ], - [ - 3624, - 3778 - ], - [ - 3779, - 4096 - ], - [ - 4096, - 4406 - ], - [ - 4407, - 4545 - ], - [ - 4545, - 4667 - ], - [ - 4667, - 4810 - ], - [ - 4811, - 4907 - ], - [ - 4908, - 4919 - ], - [ - 4919, - 5023 - ], - [ - 5024, - 5035 - ], - [ - 5035, - 5320 - ], - [ - 5320, - 5479 - ], - [ - 5479, - 5615 - ], - [ - 5616, - 5629 - ], - [ - 5629, - 5643 - ], - [ - 5644, - 5696 - ], - [ - 5697, - 5708 - ], - [ - 5708, - 5739 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 35 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 21, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 32, - 33, - 34 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://pitchdeckfire.com/wp-content/uploads/2016/12/Pitch-Deck-Fire-Workshop-NDA-2.2017.pdf" - }, - { - "id": 336, - "file_name": "SAMED%20confidentiality%20non%20disclosure%20and%20conflict%20of%20interest%20agreement%20for%20board%20and%20committee%20members%20ver%201.pdf", - "text": "CONFIDENTIALITY, NON-DISCLOSURE AND CONFLICT OF INTEREST AGREEMENT\nVer 1\nAdopted by the SAMED Board on:\nNovember 2013\nBetween\nSouth African Medical Devices Industry Association (SAMED)\nAnd\n(who is a Member of the Board of SAMED and/or a member of SAMED Committee)\nHereinafter collectively \u201cthe parties\u201d\n1. Confidentiality Policy\n1.1 The purpose of this agreement is to ensure that confidential matters brought before the Members of the Board of SAMED or any of its committees, are not disclosed until disclosure is properly authorized. SAMED Board and Committee members are in positions of trust towards SAMED as a voluntary membership organization, and such trust may require that elected and appointed persons act with the highest integrity and keep certain information confidential, and avoid conflicts of interest.\n1.2 This agreement is designed to provide clarity for each Board Member and Committee Member with regard to confidential matters that come before- or arise out of meetings and matters of the Members of the Board of SAMED or any of its committees, and provides certainty as to how situations of conflict of interest are to be handled.\n1.3 Its objective is to address matters of confidentiality in a manner that facilitates the Board, and Committees in maintaining the highest business and ethical standards, protects the integrity of SAMED, the Board, and Committees, allows for appropriate levels of transparency and accountability in matters before the Board, and supports the maintenance of effective relationships among Board Members, SAMED and Committee Members.\n2. Definitions\n2.1 \u201cAgreement\u201d means this Confidentiality and Non-Disclosure Agreement\n2.2 \"Board\" means the Board of SAMED.\n2.3 \u201cBoard Members\u201d means members of the Board.\n2.4 \u201cChair\u201d means Chair of the Board.\n2.5 \"Committee\" means a committee of the Board.\n2.6 \"Committee Members\" means members of any Committee.\n2.7 \"Meeting\" means a meeting of the Board or a Committee, as applicable.\n2.8 \"Policy\" means this Confidentiality Policy\n2.9 \u201cSAMED\u201d means South African Medical Devices Industry Association\n2.10 \u201cVice-Chair\u201d, means Vice-Chair of the Board\n3. The information\n3.1 \"Information\" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.\n4. Confidentiality\n4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media.\na) Members of SAMED may on invitation attend Board meetings.\nb) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board.\nc) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes.\nd) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.\ne) When considering whether matters are confidential or not, the nature of SAMED as a membership organization, the prospects of harm to SAMED (including harm to its reputation, good processes and procedures and good governance), as well as the impact of any such decision on members or groups of members, must, amongst others, be considered.\n4.2 The Board also holds in-camera meetings, All present at any in-camera meeting will be bound to keep the proceedings confidential, unless otherwise directed by the Chairperson of the Board of Directors or any committee created by it with a support of the majority. Exiting and re-entering an in camera session will be permitted with the understanding that all present are obligated to keep the proceedings confidential.\n4.3 Non-members will be permitted to attend an in-camera session of the Board of Directors or any Committee created by it, only after a motion requesting attendance to an in camera session is approved by a majority vote of members present and voting. External consultants present during such in camera sessions may be required to preserve the confidentiality of discussions during such a session.\n4.4 If any person in attendance at a meeting of the Board of Directors or any Committee created by it, held in-camera, shall give notice of their intention not to be bound by the provisions of this by-law of SAMED, and refuse to leave the room when requested to do so, the Chair shall, subject to a resolution of the board supported by a majority vote, adjourn the meeting, after having informed members that it will be reconvened at a time and place of which the offending person will not be notified.\n4.5 Committees are advisory to the Board. Only the full Board makes formal decisions. Committee meetings are held in-camera, and their recommendations should not be discussed outside of the Committee or the Board. Discussions with others for the purpose of gathering input for committee consideration are acceptable and each Committee chair would have to exercise discretion and communication that decision to all present during a Committee meeting where an external person is present.\n5. Conflict of Interest\n5.1 A conflict of interest arises when there is a relationship which exists which could result in the Board or Committee member being perceived as being biased either for or against the topic of discussion.\n5.2 Any Member of the SAMED Board, Executive, and/or Staff who has a personal interest, directly or indirectly, in any contract, transaction, proposed contract, or proposed transaction, under consideration of the Board of Directors or of a Committee created by it shall be deemed as being in a conflict of interest, where:\na) Contract is defined as any written or verbal agreement between two or more parties for the doing or not doing of something specified which is related to the matter at hand.\nb) Transaction is defined as an exchange of money, services, goods, position, or favours are exchanged for money, services, goods, position or favours.\nc) Interest is defined as any instance where any contract or transaction, proposed contract or proposed transaction could be to the benefit or detriment of themselves, family, partners, roommates/housemates, other organizations to which they are currently affiliated, that do not pertain to their job description or mandate.\n5.3 Conflicts of interest may also arise in matters that may lead to a direct benefit to a particular Board member and/or his/her company, which position may conflict with either the law and/or codes of good practice and/or SAMED policy on a particular matter or the approach that should be taken to specific types of matters.\n 5.4 Where the Board of Directors or a Committee created by it is of the opinion that a conflict of interest exists that has not been declared, the Board of Directors or Committee may declare, by a resolution carried by two-thirds of the members present and voting at the meeting, that a conflict of interest exists and that the member found in conflict shall follow the procedure below.\n 5.5 In the event of a conflict of interest, the interested party shall:\na) Prior to any vote on the issue, declare the conflict of interest to the Chair or Board as a whole.\nb) Refrain from voting in relation to the matter.\nc) Withdraw from the meeting when the matter is discussed if requested to do so by a simple majority of the members present and voting at the meeting.\n6. Breaches\n6.1 A breach of this Confidentiality and Conflict of Interest Agreement may result in action being taken against the member (up to and including removal from the Board and/or SAMED Committee).\n6.2 In the case of a breach by a Board or Committee Member, the Board will determine what steps should be taken under the circumstances (provided that consideration of the removal of a Board member shall be on thirty (30) days notice to the Board Member. After thirty (30) days notice to the Board Member, the Board, may remove the person from the Board through the applicable provisions and procedures created by the SAMED Constitution.\n7. Terms\n7.1 This agreement shall commence upon the date of signature by both parties (\u201cthe effective date\") to this agreement and shall continue to bind the parties for the duration of one year. A new agreement must be signed should a person be re-elected or re-appointed as a Board- and/or Committee member.\n8. Additional action\n8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position.\n9. Amendments\n9.1 No amendment, interpretation or waiver of any of the provisions of this agreement shall be effective unless reduced to writing and signed by both the parties.\n10. Entire agreement\n10.1 This agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties, whether written or oral, with respect to the subject matter of this agreement.\n11. Governing law\n11.1 This agreement and the relationship of the parties in connection with the subject matter of this agreement shall be governed and determined in accordance with the laws of South Africa.\n12. Severability\n12.1 In the event of any one or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent.\n13. Undertaking Respecting Confidentiality and Conflicts of Interest\nWhereas, and based on the above rules, from time to time, arising out of the relationship between the undersigned and the Board and/or any Committee of SAMED, the undersigned shall come into possession or have knowledge of certain matters, information and things which are confidential, i.e. \u201cconfidential information and s/he may be in situations of conflict as outlined in the aforementioned provisions, therefore the person declares as follows:\nI have read the above undertakings and certify that I fully understand the nature and effect of these undertakings, and acknowledge receipt of a copy thereof.\nI further agree to be bound by the rules of confidentiality and conflict of interest as set out above. I also understand the need for these requirements and I believe I can meet the requirements as set out above.\nSigned at on\nFor Board / Committee Member:\nFull names and surname of Signature\nFor SAMED:\nFull names and surname Signature\n", - "spans": [ - [ - 0, - 66 - ], - [ - 67, - 72 - ], - [ - 73, - 103 - ], - [ - 104, - 117 - ], - [ - 118, - 125 - ], - [ - 126, - 184 - ], - [ - 185, - 188 - ], - [ - 189, - 263 - ], - [ - 264, - 302 - ], - [ - 303, - 328 - ], - [ - 329, - 333 - ], - [ - 333, - 536 - ], - [ - 536, - 818 - ], - [ - 819, - 823 - ], - [ - 823, - 1152 - ], - [ - 1153, - 1157 - ], - [ - 1157, - 1585 - ], - [ - 1586, - 1600 - ], - [ - 1601, - 1672 - ], - [ - 1673, - 1710 - ], - [ - 1711, - 1758 - ], - [ - 1759, - 1796 - ], - [ - 1797, - 1844 - ], - [ - 1845, - 1900 - ], - [ - 1901, - 1974 - ], - [ - 1975, - 2021 - ], - [ - 2022, - 2090 - ], - [ - 2091, - 2139 - ], - [ - 2140, - 2158 - ], - [ - 2159, - 2685 - ], - [ - 2686, - 2704 - ], - [ - 2705, - 2807 - ], - [ - 2808, - 2868 - ], - [ - 2869, - 3046 - ], - [ - 3046, - 3155 - ], - [ - 3156, - 3297 - ], - [ - 3298, - 3468 - ], - [ - 3469, - 3810 - ], - [ - 3811, - 3815 - ], - [ - 3815, - 4079 - ], - [ - 4079, - 4233 - ], - [ - 4234, - 4238 - ], - [ - 4238, - 4485 - ], - [ - 4485, - 4630 - ], - [ - 4631, - 4635 - ], - [ - 4635, - 5133 - ], - [ - 5134, - 5176 - ], - [ - 5176, - 5220 - ], - [ - 5220, - 5348 - ], - [ - 5348, - 5619 - ], - [ - 5620, - 5643 - ], - [ - 5644, - 5648 - ], - [ - 5648, - 5850 - ], - [ - 5851, - 6173 - ], - [ - 6174, - 6349 - ], - [ - 6350, - 6501 - ], - [ - 6502, - 6826 - ], - [ - 6827, - 7153 - ], - [ - 7154, - 7155 - ], - [ - 7155, - 7159 - ], - [ - 7159, - 7541 - ], - [ - 7542, - 7543 - ], - [ - 7543, - 7547 - ], - [ - 7547, - 7614 - ], - [ - 7615, - 7716 - ], - [ - 7717, - 7766 - ], - [ - 7767, - 7917 - ], - [ - 7918, - 7929 - ], - [ - 7930, - 7934 - ], - [ - 7934, - 8122 - ], - [ - 8123, - 8127 - ], - [ - 8127, - 8378 - ], - [ - 8378, - 8560 - ], - [ - 8561, - 8569 - ], - [ - 8570, - 8574 - ], - [ - 8574, - 8757 - ], - [ - 8757, - 8870 - ], - [ - 8871, - 8891 - ], - [ - 8892, - 9101 - ], - [ - 9101, - 9348 - ], - [ - 9349, - 9362 - ], - [ - 9363, - 9367 - ], - [ - 9367, - 9525 - ], - [ - 9526, - 9546 - ], - [ - 9547, - 9552 - ], - [ - 9552, - 9800 - ], - [ - 9801, - 9818 - ], - [ - 9819, - 9824 - ], - [ - 9824, - 10008 - ], - [ - 10009, - 10025 - ], - [ - 10026, - 10031 - ], - [ - 10031, - 10522 - ], - [ - 10523, - 10591 - ], - [ - 10592, - 11039 - ], - [ - 11040, - 11198 - ], - [ - 11199, - 11302 - ], - [ - 11302, - 11411 - ], - [ - 11412, - 11424 - ], - [ - 11425, - 11454 - ], - [ - 11455, - 11490 - ], - [ - 11491, - 11501 - ], - [ - 11502, - 11534 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 78, - 79 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 29 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 31, - 36 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.samed.org.za/Filemanager/userfiles/SAMED%20confidentiality%20non%20disclosure%20and%20conflict%20of%20interest%20agreement%20for%20board%20and%20committee%20members%20ver%201.pdf" - }, - { - "id": 354, - "file_name": "Template-NDA-2-way-final-1.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nPARTIES: McMaster University (\u2018University\u2019)\n1280 Main Street West\nHamilton, ON L8S 4L8\nCompany/Organization name(\u2018Company\u2019)\nCompany/organization address\nDATE: March 12,2019 (\u2018Effective Date\u2019)\nIn consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), the Parties agree as follows:\n1. DEFINITION OF CONFIDENTIAL INFORMATION\nConfidential Information means any information disclosed by one party (the \u2018Discloser\u2019) to the other (the \u2018Recipient\u2019) relating directly or indirectly to Name of Technology/Project, file # which is identified by the Discloser, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.\n2. EXCEPTIONS TO CONFIDENTIAL INFORMATION\nThis Agreement does not apply to information that:\ni. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;\nii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development;\niii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;\niv. is used or disclosed by Recipient with Discloser\u2019s prior written approval; or\nv. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. Any action taken by Discloser to contest the disclosure must not compromise the obligations of Recipient under the order to disclose or cause Recipient to be subject to any fine, penalty or prosecution.\n3. DESIGNATED REPRESENTATIVES\nEach party designates a representative for coordinating receipt, release and delivery of Confidential Information, which for the University will be Name of Principal Investigator and/or Technology Transfer Office representative and for Company: Name of designated representative for company, or another individual(s) as the party may designate in writing to the other party.\n4. USE OF CONFIDENTIAL INFORMATION\nRecipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (\u2018Permitted Purpose\u2019). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.\n5. NON-DISCLOSURE\nRecipient must keep the Confidential Information in confidence. Recipient may only disclose the Confidential Information to its employees, directors, officers, agents, students (in University\u2019s case) and consultants who have a need-to-know the Confidential Information for the Permitted Purpose, provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. Recipient must not otherwise disclose Confidential Information to any person or third party without the prior written approval of Discloser.\n6. STANDARD OF CARE\nRecipient must use at least the same standard of care in protecting the confidentiality of the Confidential Information as it uses in protecting its own information of a similar nature and, in any event, no less than a reasonable standard of care. Recipient must notify Discloser promptly upon discovery that any Confidential Information has been accessed or otherwise acquired by or disclosed to an unauthorized person.\n7. RETURN OF CONFIDENTIAL INFORMATION\nIf requested in writing by Discloser, Recipient must cease using, return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control. Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement.\n8. NO LICENCE OR OTHER RIGHTS\nAll Confidential Information remains the property of Discloser and no licence or any other rights to the Confidential Information is granted to Recipient under this Agreement. This Agreement does not obligate the Discloser to make any disclosure of Confidential Information to the Recipient or require the parties to enter into any business relationship or further agreement.\n9. LIMITED WARRANTY & LIABILITY\nDiscloser warrants that it has the right to disclose the Confidential Information to Recipient. Discloser makes no other warranties in respect of the Confidential Information and provides all information \u201cAS IS\u201d without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party intellectual property rights. Neither party will be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information.\n10. TERM\nThis Agreement and Recipient\u2019s obligation to keep Confidential Information confidential expires three (3) years after the Effective Date.\n11. GENERAL PROVISIONS\n11.1 Notices - All notices given under this Agreement must be in writing and delivered by courier or registered mail, return receipt requested, or facsimile, to the address of the party set out on page one of this Agreement. All notices to the University must be addressed to:\nExecutive Director\nMcMaster Industry Liaison Office\n175 Longwood Road South\nMcMaster Innovation Park, Rm. 305\nHamilton, ON L8P 0A1\nTel. 905.525.9140, ext. 23164\nFax. 905.546.1372\nyuyitun@mcmaster.ca\nand all notices to the Company must be addressed to:\ntitle/contact name for position.\nNotices will be deemed to have been received on the date of delivery, if delivered by courier, on the fifth business day following receipt, if delivered by registered mail or on the first business day following the electronic confirmation of the successful transmission of the facsimile, if sent by facsimile.\n11.2 Remedies - Recipient agrees that damages may not be an adequate remedy for any breach or threatened breach of the Recipient\u2019s obligations under this Agreement. Accordingly, in addition to any and all other available remedies, Discloser will be entitled to seek a temporary or permanent injunction or any other form of equitable relief to enforce the obligations contained in this Agreement.\n11.3 No waiver \u2013 Failure of a party to enforce its rights on one occasion will not result in a waiver of those rights on any other occasion.\n11.4 Assignment - Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party.\n11.5 Regulatory compliance \u2013 Each party must comply with all applicable laws, regulations and rules in its jurisdiction, including but not limited to those relating to the export of information and data.\n11.6 Entire Agreement \u2013 This Agreement represents the entire agreement between the parties with regard to the Confidential Information and supersedes any previous understandings, commitments or agreements, whether written or oral. No amendment or modification of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.\n11.7 Severability \u2013 If any provision of this Agreement is wholly or partially unenforceable for any reason, all other provisions will continue in full force and effect.\n11.8 Binding Effect - This Agreement is binding upon and will enure to the benefits of the parties and their respective successors and permitted assigns.\n11.9 Execution - This Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile or electronically by PDF and all such counterparts, facsimiles and PDF copies shall together constitute one agreement. The parties agree that facsimile or PDF copies of signatures have the same effect as original signatures.\n11.10 Governing Law - This Agreement will be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada and the parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario.\nThe parties have duly executed this Agreement by their duly authorized representatives as of the Effective Date.\nUNIVERSITY COMPANY\n__________________________ __________________________\nGay Yuyitung Name of signatory\nExecutive Director, MILO Title\n__________________________ __________________________\nDate Date\nThe Principal Investigator for the University acknowledges the terms and conditions set out in this Agreement and agrees to be bound by the confidentiality obligations contained within it. The Principal Investigator will ensure that any faculty or staff dealing with the Confidential Information are aware of the terms of this Agreement and agree to abide by them.\n__________________________\nName of Principal Investigator\n__________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 75 - ], - [ - 76, - 93 - ], - [ - 93, - 97 - ], - [ - 98, - 118 - ], - [ - 119, - 155 - ], - [ - 156, - 184 - ], - [ - 185, - 205 - ], - [ - 205, - 223 - ], - [ - 224, - 452 - ], - [ - 453, - 494 - ], - [ - 495, - 905 - ], - [ - 906, - 947 - ], - [ - 948, - 998 - ], - [ - 999, - 1131 - ], - [ - 1132, - 1330 - ], - [ - 1331, - 1503 - ], - [ - 1504, - 1585 - ], - [ - 1586, - 1766 - ], - [ - 1766, - 1968 - ], - [ - 1969, - 1998 - ], - [ - 1999, - 2373 - ], - [ - 2374, - 2408 - ], - [ - 2409, - 2582 - ], - [ - 2582, - 2704 - ], - [ - 2705, - 2722 - ], - [ - 2723, - 2787 - ], - [ - 2787, - 3170 - ], - [ - 3170, - 3310 - ], - [ - 3311, - 3330 - ], - [ - 3331, - 3579 - ], - [ - 3579, - 3751 - ], - [ - 3752, - 3789 - ], - [ - 3790, - 3993 - ], - [ - 3993, - 4320 - ], - [ - 4321, - 4350 - ], - [ - 4351, - 4527 - ], - [ - 4527, - 4726 - ], - [ - 4727, - 4758 - ], - [ - 4759, - 4855 - ], - [ - 4855, - 5185 - ], - [ - 5185, - 5368 - ], - [ - 5369, - 5377 - ], - [ - 5378, - 5515 - ], - [ - 5516, - 5538 - ], - [ - 5539, - 5554 - ], - [ - 5554, - 5764 - ], - [ - 5764, - 5815 - ], - [ - 5816, - 5834 - ], - [ - 5835, - 5867 - ], - [ - 5868, - 5891 - ], - [ - 5892, - 5925 - ], - [ - 5926, - 5946 - ], - [ - 5947, - 5976 - ], - [ - 5977, - 5994 - ], - [ - 5995, - 6014 - ], - [ - 6015, - 6067 - ], - [ - 6068, - 6100 - ], - [ - 6101, - 6410 - ], - [ - 6411, - 6576 - ], - [ - 6576, - 6806 - ], - [ - 6807, - 6812 - ], - [ - 6812, - 6947 - ], - [ - 6948, - 7098 - ], - [ - 7099, - 7302 - ], - [ - 7303, - 7534 - ], - [ - 7534, - 7679 - ], - [ - 7680, - 7700 - ], - [ - 7700, - 7848 - ], - [ - 7849, - 8002 - ], - [ - 8003, - 8248 - ], - [ - 8248, - 8353 - ], - [ - 8354, - 8376 - ], - [ - 8376, - 8594 - ], - [ - 8595, - 8707 - ], - [ - 8708, - 8726 - ], - [ - 8727, - 8754 - ], - [ - 8754, - 8780 - ], - [ - 8781, - 8794 - ], - [ - 8794, - 8811 - ], - [ - 8812, - 8837 - ], - [ - 8837, - 8842 - ], - [ - 8843, - 8870 - ], - [ - 8870, - 8896 - ], - [ - 8897, - 8906 - ], - [ - 8907, - 9096 - ], - [ - 9096, - 9271 - ], - [ - 9272, - 9298 - ], - [ - 9299, - 9329 - ], - [ - 9330, - 9356 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 43 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 15 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 13, - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://research.mcmaster.ca/app/uploads/2019/09/Template-NDA-2-way-final-1.pdf" - }, - { - "id": 357, - "file_name": "UALR-Standard-Non-disclosure-AgreementTemplate.pdf", - "text": "University of Arkansas at Little Rock\nSTANDARD NON-DISCLOSURE AGREEMENT\nThis Agreement is effective (____/_____/______) between ___________________ (hereinafter \u201cRecipient\u201d) with its principal place of business at this address __________________________________________ and the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas at Little Rock (hereinafter \u201cUniversity\u201d), a not-for-profit educational institution formed under the laws of the State of Arkansas, with offices at _2801 S. University Ave, Little Rock AR, 72204.\nThe parties agree as follows:\nArticle\n1. Confidential Information is defined as any information, whether written or verbal, of either party hereto, (Disclosing Party) which is disclosed to or observed by the other party (Receiving Party) in connection with or as a result of the evaluation of any possible transaction between the University of Arkansas at Little Rock and ______________________________ and which is, at the time of disclosure, marked as being Confidential or Proprietary, or is reasonably identifiable as confidential, proprietary information of the Disclosing Party pertaining to information in the areas of (subject matter): _______________________________________________ ___________________________. Such Confidential Information may include, but is not limited to, business plans, forecasts, content, processes, projections or analysis, software, hardware, product, or system designs, specifications, documentation, code, structure, or protocols. Confidential Information that is disclosed verbally will also be included as proprietary.\n2. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party agrees to retain the Confidential Information in confidence and shall not copy or disclose the Confidential Information to or use the Confidential Information for the benefit of any third party. Confidential Information shall only be disclosed to the Receiving Party\u2019s employees and, even then, only to the extent that such employees have a specific need to know of the Confidential information, for the evaluation of the proposed transaction. Before receiving any part of the Confidential Information, Receiving Party\u2019s employees shall be required to read this Non-disclosure Agreement and, by receiving such Confidential Information, such employee shall acknowledge and agree to abide by the Receiving Party\u2019s obligations hereunder.\n3. Notwithstanding any other provisions of the Agreement, each party acknowledges that Confidential Information shall not include any information which:\na. was known to the Receiving Party prior to the disclosure hereunder;\nb. was received from a third party not under an obligation of confidence to Receiving Party;\nc. is in the public domain at the time of disclosure hereunder or subsequently entered in the public domain without the fault of the Receiving Party;\nd. has been independently developed by an employee of the Receiving Party that has not had access directly or indirectly to Confidential Information, and Receiving Party can substantiate any claim of independent development by written evidence; or\ne. is required to be disclosed by law, provided however that the Receiving Party shall give immediate notice of any such request for disclosure and cooperate with the Disclosing Party in its efforts to obtain a protective order or other protection from the requirement or consequences of disclosure.\n4. Either party will be relieved of its obligation hereunder it, and to the extent, that Confidential Information is explicitly approved for release by written authorization of the Disclosing Party.\n5. Each party shall agree upon the request of the Disclosing Party to return to the Disclosing Party all Confidential Information and supporting documentation provided to the Receiving Party. One copy of such documentation shall be retained by Receiving Party for archival/legal purposes.\n6. No license, express or implied, in the Confidential Information is granted to either party other than to use the information in the manner and to the extent authorized by this Agreement. Each Party shall retain the title and full ownership rights to their respective \u201cConfidential Information\u201d.\n7. This Agreement shall be governed, construed, and interpreted by the laws of the State of Arkansas without reference to its choice of laws principles.\n8. This Non-disclosure Agreement is effective on the date specified in the Caption of the Agreement and will remain in effect for a period of five (5) years.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.\nRecipient University of Arkansas at Little Rock\nName: _____________________________ Name: _____________________________\nTitle: _______________________________ Title: ______________________________\nDate:_______________________________ Date: ______________________________\n", - "spans": [ - [ - 0, - 37 - ], - [ - 38, - 71 - ], - [ - 72, - 128 - ], - [ - 128, - 227 - ], - [ - 227, - 270 - ], - [ - 270, - 576 - ], - [ - 577, - 606 - ], - [ - 607, - 614 - ], - [ - 615, - 980 - ], - [ - 980, - 1221 - ], - [ - 1221, - 1269 - ], - [ - 1269, - 1298 - ], - [ - 1298, - 1546 - ], - [ - 1546, - 1635 - ], - [ - 1636, - 1918 - ], - [ - 1918, - 2167 - ], - [ - 2167, - 2457 - ], - [ - 2458, - 2610 - ], - [ - 2611, - 2681 - ], - [ - 2682, - 2774 - ], - [ - 2775, - 2924 - ], - [ - 2925, - 3172 - ], - [ - 3173, - 3472 - ], - [ - 3473, - 3671 - ], - [ - 3672, - 3864 - ], - [ - 3864, - 3960 - ], - [ - 3961, - 4151 - ], - [ - 4151, - 4258 - ], - [ - 4259, - 4411 - ], - [ - 4412, - 4435 - ], - [ - 4435, - 4569 - ], - [ - 4570, - 4685 - ], - [ - 4686, - 4733 - ], - [ - 4734, - 4740 - ], - [ - 4740, - 4770 - ], - [ - 4770, - 4776 - ], - [ - 4776, - 4805 - ], - [ - 4806, - 4813 - ], - [ - 4813, - 4845 - ], - [ - 4845, - 4852 - ], - [ - 4852, - 4882 - ], - [ - 4883, - 4920 - ], - [ - 4920, - 4926 - ], - [ - 4926, - 4956 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8, - 9, - 10, - 11 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 21 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 11, - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://ualr.edu/techlaunch/files/2011/10/UALR-Standard-Non-disclosure-AgreementTemplate.pdf" - }, - { - "id": 361, - "file_name": "VELCO%20NDA%20rev0%20Dec%2014%202015.pdf", - "text": "CONFIDENTIAL INFORMATION\nNON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made by the undersigned _________________________________of ________________________________ with a principal place of business at _______________________________________ (individually and collectively (Recipient\u201d), in favor of Vermont Electric Power Company, Inc. and Vermont Transco LLC (collectively \u201cVELCO\u201d), with its primary address located at 366 Pinnacle Ridge Road, Rutland, Vermont 05701.\nWHEREAS, the Recipient has requested that VELCO disclose to the Recipient certain information, all or a portion of which may be classified by VELCO as Critical Energy Infrastructure Information (CEII) or BES Cyber System Information (BCSI) or business confidential information (CI) (collectively referred to as Classified Information); and\nWHEREAS, the Federal Energy Regulatory Commission has defined CEII as \u201cspecific engineering, vulnerability, or detailed design information about proposed or existing critical infrastructure that: (1) relates details about the production, generation, transportation, transmission, or distribution of energy; (2) could be useful to a person in planning an attack on critical infrastructure; (3) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. \u00a7 552 (2000); and (4) does not simply give the general location of the critical infrastructure,\u201d (see 18 C.F.R. \u00a7 388.113 (c) (1)); and\nWHEREAS, the North American Electric Reliability Corporation Critical Infrastructure Protection Standards (NERC CIP), has defined BCSI as \u201cinformation about the BES Cyber System that could be used to gain unauthorized access or pose a security threat to the BES Cyber System. BES Cyber System Information does not include individual pieces of information that by themselves do not pose a threat or could not be used to allow unauthorized access to BES Cyber Systems;\u201d and,\nWHEREAS, VELCO has identified and described, or will identify and describe, certain business sensitive information as CI in agreements or in the course of doing business; and,\nWHEREAS, VELCO must comply with federal rules and regulations relative to CEII and/or BCSI; and\nWHEREAS, the Recipient is working on ___ provide a short description of the project here___________ requiring access to certain Classified Information which may be classified as BCSI, CEII, or CI\nNOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto wish to enter into this Agreement to protect and safeguard the confidentiality of that information and agree as follows:\nSection I: BES Cyber System Information (BCSI)\nFor purposes of this Agreement, \u201cBCSI\u201d shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled \u201cConfidential BCSI.\u201d\nSection II: Critical Energy Infrastructure Information (CEII)\nFor purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled \u201cConfidential CEII\u201d.\nSection III: Business Confidential Information (CI)\nFor purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as \u201cConfidential\u201d, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO\u2019s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document. The term \"document\" includes written memoranda, drawings, sketches, maps, training materials, specifications, notebook entries, photographs, graphic representations, firmware, computer information or software, information communicated by other electronic or magnetic media, or models.\nSection IV: Use and Protection of Classified Information\n1. Information labeled \u201cConfidential BCSI\u201d shall be treated and protected in accordance with the enforceable version of the NERC CIP-011 Cyber Security \u2013 Information Protection standard and shall require a Recipient background check and Recipient\u2019s successful completion of VELCO-designated training in addition to compliance with the other requirements of and protections in this Agreement; and\n2. Recipient shall keep all Classified Information in a secure place. Recipient shall limit access to Classified Information to other Recipients who also have the right pursuant to an agreement with VELCO to access the identical material. Any notes made by Recipient containing Classified Information shall be marked and designated in accordance with Sections I, II, and/or III above, and Recipient shall protect the Classified Information in accordance with that designation.\n3. The Recipient shall exercise reasonable care to maintain the confidentiality and secrecy of the Classified Information, and shall not divulge Classified Information to any third party without the prior written consent of the VELCO. The foregoing notwithstanding, the Recipient may disclose classified information to its employees or contractors (hereafter Representatives) to the extent each such Representative has a need to know such information to conduct the work referenced in the Whereas clauses, and shall comply with Recipient\u2019s obligations under this Agreement. The Recipient is responsible for its Representative\u2019s breach of the terms of this Agreement.\n4. Recipient and each of its Representatives shall use all Classified Information disclosed by VELCO solely in connection with the work referenced in the Whereas clauses and shall not use, directly or indirectly, any information for any other purpose without VELCO\u2019s prior written consent. A Recipient will not use or allow a Representative to use Classified Information directly or indirectly for any illegal purpose, non-legitimate purpose, or any purpose other than the work referenced in the Whereas clause.\n5. In the event that the Recipient is required to disclose Classified Information by subpoena, law or other directive of a court, administrative agency, or arbitration panel, the Recipient will provide VELCO with immediate notice of such request in order to enable VELCO (and Recipient shall cooperate fully with VELCO) to seek an appropriate protective order or other remedy. Recipient shall also consult with VELCO to identify steps available to quash or narrow the scope of such request or legal process. VELCO may in its sole discretion waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or VELCO waives compliance, the Recipient shall furnish only that portion of the Classified Information which the Recipient/\u2019s counsel advises is legally required to comply with a governmental order or directive and shall exercise best efforts to obtain assurance that confidential treatment will be accorded such Classified Information.\n6. In the event that VELCO, in its sole discretion, so requests, the Recipient will promptly return to VELCO or destroy in accordance with VELCO\u2019s instructions, all Classified Information, including all copies, reproductions, compilations, analyses or extracts thereof, whether electronic or paper media.\n7. Change in Status. If there is a change in status of the Recipient to his/her employer, he/she must inform VELCO immediately in writing at the address given above (Attention: Information Protection Coordinator) and follow VELCO\u2019s instructions with respect to disposition of the Classified Information.\n8. CEII and BCSI \u201con Loan\u201d. CEII and BCSI information provided pursuant to this Agreement is \u201con loan.\u201d If the Recipient is an employee of a federal or state agency, he/she must note that the Classified Information is not the property of the agency, and is not subject to Freedom of Information Act, Vermont\u2019s Public Records Act , or similar statutes. In addition, if the Recipient is an employee of the State of Vermont, he/she must note that the information qualifies under federal law for restricted and limited use/distribution, and may be disclosed only to specifically designated persons, and in both cases, with prior VELCO approval.\n9. No Warranty. The Classified Information is provided \u201cas is\u201d with all faults. In no event shall VELCO be liable for the accuracy or completeness of the Classified Information. VELCO shall not have liability to the Recipient, or any other person or entity, for the Recipient\u2019s use of any Classified Information disclosed pursuant to this Agreement.\n10. Equitable Relief; Audit. The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Recipient agrees that any breach of this Agreement would cause VELCO substantial and irreparable harm and, therefore, in the event of any such breach or threatened breach, in addition to other remedies which may be available, VELCO shall have the right to specific performance and other injunctive and equitable relief, it being acknowledged that legal remedies are inadequate. VELCO may audit the Recipient\u2019s compliance with this Agreement.\n11. Survival. The Recipient/ remains bound by these provisions unless VELCO rescinds the Classified Information designation.\n12. No Waiver. The Recipient understands and agrees that no failure or delay by VELCO in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont without regard to its conflicts of laws principles.\n14. Assignment Prohibited. Any assignment of the Recipient\u2019s rights, obligations or duties under this Agreement without VELCO\u2019s prior written consent shall be void.\n15. Entire Agreement. This Agreement contains the entire agreement between the parties concerning the protection of Classified Information and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon the parties, unless approved in writing by each of them.\n16. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth below.\nNDA For Individual Only NDA For Company \u2013 By signing here, you represent that your company assumes responsibility for your employees\u2019, contractors\u2019, and consultants\u2019\nCheck Here: \uf0a3\ncompliance with this NDA.\nCheck Here: \uf0a3\nRecipient Signature\nName (please print)\nTitle\nOrganization\nDate\nAddress\nPhone\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 49 - ], - [ - 50, - 125 - ], - [ - 125, - 161 - ], - [ - 161, - 194 - ], - [ - 194, - 232 - ], - [ - 232, - 272 - ], - [ - 272, - 498 - ], - [ - 499, - 838 - ], - [ - 839, - 1035 - ], - [ - 1035, - 1146 - ], - [ - 1146, - 1228 - ], - [ - 1228, - 1321 - ], - [ - 1321, - 1333 - ], - [ - 1333, - 1437 - ], - [ - 1437, - 1441 - ], - [ - 1441, - 1450 - ], - [ - 1451, - 1727 - ], - [ - 1727, - 1731 - ], - [ - 1731, - 1923 - ], - [ - 1924, - 2099 - ], - [ - 2100, - 2195 - ], - [ - 2196, - 2296 - ], - [ - 2296, - 2391 - ], - [ - 2392, - 2643 - ], - [ - 2644, - 2690 - ], - [ - 2691, - 2742 - ], - [ - 2742, - 2947 - ], - [ - 2947, - 3059 - ], - [ - 3059, - 3151 - ], - [ - 3152, - 3213 - ], - [ - 3214, - 3263 - ], - [ - 3263, - 3468 - ], - [ - 3468, - 3580 - ], - [ - 3580, - 3680 - ], - [ - 3681, - 3732 - ], - [ - 3733, - 3968 - ], - [ - 3968, - 4077 - ], - [ - 4077, - 4256 - ], - [ - 4256, - 4540 - ], - [ - 4541, - 4597 - ], - [ - 4598, - 4993 - ], - [ - 4994, - 5064 - ], - [ - 5064, - 5233 - ], - [ - 5233, - 5470 - ], - [ - 5471, - 5706 - ], - [ - 5706, - 6045 - ], - [ - 6045, - 6137 - ], - [ - 6138, - 6428 - ], - [ - 6428, - 6649 - ], - [ - 6650, - 7027 - ], - [ - 7027, - 7158 - ], - [ - 7158, - 7264 - ], - [ - 7264, - 7674 - ], - [ - 7675, - 7979 - ], - [ - 7980, - 8001 - ], - [ - 8001, - 8283 - ], - [ - 8284, - 8312 - ], - [ - 8312, - 8388 - ], - [ - 8388, - 8636 - ], - [ - 8636, - 8924 - ], - [ - 8925, - 8941 - ], - [ - 8941, - 9005 - ], - [ - 9005, - 9103 - ], - [ - 9103, - 9274 - ], - [ - 9275, - 9304 - ], - [ - 9304, - 9483 - ], - [ - 9483, - 9861 - ], - [ - 9861, - 9924 - ], - [ - 9925, - 9939 - ], - [ - 9939, - 10049 - ], - [ - 10050, - 10065 - ], - [ - 10065, - 10380 - ], - [ - 10381, - 10400 - ], - [ - 10400, - 10553 - ], - [ - 10554, - 10581 - ], - [ - 10581, - 10718 - ], - [ - 10719, - 10741 - ], - [ - 10741, - 11019 - ], - [ - 11020, - 11038 - ], - [ - 11038, - 11265 - ], - [ - 11266, - 11358 - ], - [ - 11359, - 11523 - ], - [ - 11523, - 11524 - ], - [ - 11525, - 11538 - ], - [ - 11539, - 11564 - ], - [ - 11565, - 11578 - ], - [ - 11579, - 11598 - ], - [ - 11599, - 11618 - ], - [ - 11619, - 11624 - ], - [ - 11625, - 11637 - ], - [ - 11638, - 11642 - ], - [ - 11643, - 11650 - ], - [ - 11651, - 11656 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 59 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 36 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 36 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 70 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 26, - 27, - 31, - 32, - 38 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 50 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 48, - 49 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.velco.com/assets/documents/VELCO%20NDA%20rev0%20Dec%2014%202015.pdf" - }, - { - "id": 387, - "file_name": "65781_0000950123-00-009565_y41542ex99-d_3.txt", - "text": "NON-DISCLOSURE AGREEMENT\nThe parties to this Agreement are MPD Technologies, Inc. (\"Disclosing Party\") and the undersigned \"Recipient\". The parties desire that Disclosing Party disclose certain Information or Items to Recipient, but Disclosing Party desires to maintain the trade secret, proprietary or private nature of such Information or Items.\nAs used herein, the following words have the indicated meanings:\n(i) \"Disclose\" means to reveal, make known, make available, furnish, or permit access to, whether or not intentionally.\n(ii) \"Information\" means all oral, written, or other information whatsoever, including information in documents and other recording media and information embodied in any item, which in connection with the Matter, is (a) obtained by Recipient from or through Disclosing Party, (b) obtained by or through Recipient by an examination of any Item, or (c) created by or through Recipient with the use of information in (a) or (b). It includes but is not limited to ideas, inventions, discoveries, formulas, methods, designs, drawings, specifications, engineering and manufacturing data. This information is limited to trade secrets and other proprietary or private information of Disclosing Party or of any third party if disclosed by or through Disclosing Party.\n(iii) \"Item\" means any system, subsystem, assembly, subassembly, device, components, product, or machine, work of authorship, or part thereof, or substance which is disclosed by or through Disclosing Party hereunder, which embodies trade secret or other proprietary or private information of Disclosing Party or of any third party if disclosed by or through Disclosing Party.\n(iv) \"Matter\" means the project or other matter in connection with which this Agreement is executed. This matter is or relates to the potential acquisition by the Recipient of a controlling ownership interest in the share capital or business of the Disclosing Party.\nThe parties to this Agreement have agreed as follows:\n1. Non-Disclosure. Recipient agrees as follows:\n1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter.\n2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following:\n2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain;\n2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient.\n2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it;\n2.4. Any Information which is developed independently by Recipient without reference to any Information or Item;\n3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements.\n4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order.\n5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party. In addition, during 2000, you agree not to undertake any unusual efforts to research the business, operations, prospects or finances of the Disclosing Party, where such research efforts would include discussions with any third party, except in the ordinary course of business.\n6. Employees. For a period of two (2) years Recipient (or any agent or affiliates of the Recipient) will not have discussions with any \"Covered Employees\" of the Disclosing Party regarding employment opportunities with the Recipient or any of its affiliates. \"Covered Employees\" will include any person who is employed by the recipient as a part or full time employee either as of the date of this Agreement, or persons that subsequently become employees of the Disclosing Party. However, if a person subsequently terminates their employment with the Disclosing Party, then the recipient can have such discussions with that person, after a 5-day waiting period. In addition, if the Recipient published a general posting for employment opportunities in any publication or web site, and one of the Recipient's Covered Employees should respond to the posting, then the Recipient will be free to have such discussions with that person.\n7. Survival. This Agreement shall survive the execution of any subsequent contract between the parties hereto, excepting solely if the subsequent contract relates to the Matter and expressly addresses Recipient's non-disclosure obligations with respect to the Matter.\n8. Preservation of Markings. Recipient shall not alter or delete any markings on any Information or Item restricting its disclosure, use or reproduction or indicating its proprietary or private status. Recipient shall include all such markings in all copies of any Information which it makes.\n9. No Proprietary Right; Return of Information or Items. Nothing herein shall confer upon Recipient any right, title, interest or license whatsoever in or to any Information or Items. At the end of our discussions regarding the Matter, the Disclosing Party has the right to request that the Recipient return all Information or Items to the Disclosing Party.\n10. No Obligations regarding any Transaction. Neither party is under any obligation to pursue or conclude a transaction in connection with the Matter. Both parties will bear their own expenses associated with discussions pertaining to the Matter.\n11. No Representations or Warranties. The Disclosing Party makes no representation or warranties of any nature regarding the accuracy or completeness of the Information or Items provided to the Recipient at this time.\n12. Injunction. In the event of any breach of this Agreement by either party, or any threatened or attempted breach by either party, the other party to this Agreement shall be entitled to an injunction against the breaching party. Nothing contained herein precludes the other party from pursuing any other remedies available hereunder or at law or equity for such breach, including the recovery of damages.\n13. General\n13.1. This agreement constitutes the entire, final and complete agreement between the parties relevant to the subject matter hereof, and it supersedes and replaces all written and oral agreements relevant to the subject matter made or existing by and between the parties or their representatives, and there shall be no modifications hereto unless it is in writing signed by the parties.\n13.2. Validity, interpretation, performance, remedies, and all other issues relating to this Agreement shall be governed by the internal law of the State of New York.\n13.3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.\nMPD TECHNOLOGIES, INC. TELEFONAKTIEBOLAGET LM ERICSSON\nSignature: /s/ Thomas V. Gilboy Signature: /s/ Rolf Eriksson\n--------------------- ------------------------\nName: Thomas V. Gilboy Name: Rolf Eriksson\n------------------------ -----------------------------\nTitle: Chief Financial Officer Title: Vice President\n----------------------- ----------------------------\nDate: 6 July 2000 Date: 6 July 2000\n----------------------- -----------------------------\n4\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 136 - ], - [ - 136, - 347 - ], - [ - 348, - 412 - ], - [ - 413, - 532 - ], - [ - 533, - 749 - ], - [ - 749, - 809 - ], - [ - 809, - 880 - ], - [ - 880, - 947 - ], - [ - 947, - 954 - ], - [ - 954, - 959 - ], - [ - 959, - 1115 - ], - [ - 1115, - 1291 - ], - [ - 1292, - 1667 - ], - [ - 1668, - 1769 - ], - [ - 1769, - 1934 - ], - [ - 1935, - 1988 - ], - [ - 1989, - 2008 - ], - [ - 2008, - 2036 - ], - [ - 2037, - 2369 - ], - [ - 2369, - 2453 - ], - [ - 2453, - 2526 - ], - [ - 2527, - 2542 - ], - [ - 2542, - 2631 - ], - [ - 2632, - 2767 - ], - [ - 2768, - 2884 - ], - [ - 2885, - 3051 - ], - [ - 3052, - 3164 - ], - [ - 3165, - 3183 - ], - [ - 3183, - 3214 - ], - [ - 3214, - 3459 - ], - [ - 3459, - 3559 - ], - [ - 3560, - 3614 - ], - [ - 3614, - 3906 - ], - [ - 3906, - 4005 - ], - [ - 4006, - 4040 - ], - [ - 4040, - 4206 - ], - [ - 4206, - 4390 - ], - [ - 4390, - 4666 - ], - [ - 4667, - 4681 - ], - [ - 4681, - 4926 - ], - [ - 4926, - 5147 - ], - [ - 5147, - 5329 - ], - [ - 5329, - 5598 - ], - [ - 5599, - 5612 - ], - [ - 5612, - 5866 - ], - [ - 5867, - 5896 - ], - [ - 5896, - 6069 - ], - [ - 6069, - 6159 - ], - [ - 6160, - 6217 - ], - [ - 6217, - 6344 - ], - [ - 6344, - 6517 - ], - [ - 6518, - 6564 - ], - [ - 6564, - 6669 - ], - [ - 6669, - 6764 - ], - [ - 6765, - 6803 - ], - [ - 6803, - 6982 - ], - [ - 6983, - 6999 - ], - [ - 6999, - 7214 - ], - [ - 7214, - 7389 - ], - [ - 7390, - 7401 - ], - [ - 7402, - 7788 - ], - [ - 7789, - 7955 - ], - [ - 7956, - 8120 - ], - [ - 8121, - 8144 - ], - [ - 8144, - 8175 - ], - [ - 8176, - 8236 - ], - [ - 8237, - 8259 - ], - [ - 8259, - 8283 - ], - [ - 8284, - 8326 - ], - [ - 8327, - 8352 - ], - [ - 8352, - 8381 - ], - [ - 8382, - 8434 - ], - [ - 8435, - 8459 - ], - [ - 8459, - 8487 - ], - [ - 8488, - 8523 - ], - [ - 8524, - 8548 - ], - [ - 8548, - 8577 - ], - [ - 8578, - 8579 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 47, - 50 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11, - 12 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 27 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 19, - 20, - 21 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 21, - 36, - 37 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000065781/000095012300009565/0000950123-00-009565.txt" - }, - { - "id": 389, - "file_name": "71297_0000071297-97-000059_document_6.txt", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement, dated as of May 21, 1996 is between Granite State Energy, Inc., with offices at 25 Research Drive, Westboro, MA, (\"GSEnergy\") and New England Power Company, with offices at 25 Research Drive, Westborough, MA (\"Company\").\nWHEREAS, the Company and GSEnergy wish to discuss a prospective purchase of power for purposes of the New Hampshire Retail Competition Pilot Program (the \"Prospective Purchase\");\nFOR GOOD AND VALUABLE CONSIDERATION, GSEnergy and the Company agree as follows:\n1. In connection with the Prospective Purchase, the Company will provide GSEnergy with certain proprietary and commercially sensitive information and develop further such information with GSEnergy (all of the foregoing hereinafter referred to as \"Information\") which it wishes GSEnergy to maintain as confidential. GSEnergy agrees that it will safeguard such Information maintaining it confidential and not using it except for the purposes of such review and analysis.\nThe term \"Information\" shall mean and includes all information in whatever form, provided for the purpose of GSEnergy's review and analysis, but is not information which:\n(a) is in the public domain at the time of disclosure to GSEnergy; or\n(b) enters the public domain after disclosure to GSEnergy, except where such entry is the result of a breach by GSEnergy of this Agreement; or\n(c) was already in the possession of GSEnergy prior to disclosure to GSEnergy and was not then subject to an obligation of confidence; or\n(d) is rightfully disclosed to GSEnergy by a third person.\n2. GSEnergy agrees to maintain all Information in secrecy and confidence for a period of seven (7) years from the date of disclosure thereof, using the same degree of care as is used to protect its own Information. In no event will this degree of care be less than a reasonable degree of care.\n3. If GSEnergy desires to use individuals not employed by GSEnergy, GSEnergy shall not disclose Information to these individuals without obtaining prior written approval from the Company and having appropriate non-disclosure agreements signed in form and substance satisfactory to the Company.\n4. It will not constitute a violation of this Agreement for GSEnergy to disclose Information as required by a governmental body or a court of competent jurisdiction or as otherwise required by law, provided that the Company has been given notice of such requirement and been afforded a reasonable opportunity to contest it, if applicable.\n5. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken, and the remainder of this Agreement shall remain in full force and effect.\n6. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts.\n7. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document.\n8. All notices from GSEnergy hereunder shall be in writing and delivered to the attention of Mr. Michael J. Hager, New England Power Company, 25 Research Drive, Westborough, MA 01582. All notices from the Company hereunder shall be in writing and delivered to GSEnergy at the above address.\nIN WITNESS WHEREOF, GSEnergy and the Company have caused this Agreement to be executed by their authorized representatives.\nGRANITE STATE ENERGY, INC.\nBy: s/John H. Dickson\nTitle: President\nNEW ENGLAND POWER COMPANY\nBy: s/Jeffrey Tranen\nTitle: President\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 261 - ], - [ - 262, - 440 - ], - [ - 441, - 520 - ], - [ - 521, - 836 - ], - [ - 836, - 989 - ], - [ - 990, - 1160 - ], - [ - 1161, - 1230 - ], - [ - 1231, - 1373 - ], - [ - 1374, - 1511 - ], - [ - 1512, - 1570 - ], - [ - 1571, - 1786 - ], - [ - 1786, - 1864 - ], - [ - 1865, - 2158 - ], - [ - 2159, - 2497 - ], - [ - 2498, - 2906 - ], - [ - 2907, - 3038 - ], - [ - 3039, - 3212 - ], - [ - 3213, - 3397 - ], - [ - 3397, - 3503 - ], - [ - 3504, - 3627 - ], - [ - 3628, - 3654 - ], - [ - 3655, - 3676 - ], - [ - 3677, - 3693 - ], - [ - 3694, - 3719 - ], - [ - 3720, - 3740 - ], - [ - 3741, - 3757 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 10 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 5 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000071297/000007129797000059/0000071297-97-000059.txt" - }, - { - "id": 392, - "file_name": "768384_0000912057-00-018619_document_8.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement, made as of this 27th day of September, 1999 (the \"Effective Date\") by and between Ben & Jerry's Homemade, Inc., a Vermont corporation headquartered at 30 Community Drive, South Burlington, Vermont 05403 (\"Ben & Jerry's\") and Conopco, Inc., with an address at 390 Park Avenue, New York, NY 10022 (collectively, the \"Company\"), sets forth the terms and conditions of the confidential disclosure of certain information between the parties. The party from time to time disclosing Confidential Information, as herein defined, shall be referred to as the \"Discloser\" with respect to such Confidential Information and the party from time to time receiving such Confidential Information shall be referred to as the \"Recipient\" with respect to such Confidential Information. The terms \"Ben & Jerry's Confidential Information\" and the \"Company's Confidential Information\" shall refer to the Confidential Information disclosed by Ben & Jerry's and the Company as Disclosers, respectively.\nIn consideration of the premises set forth below and other valuable consideration, the receipt of which in hereby acknowledged by each party, Ben & Jerry's and the Company agree as follows:\n1. \"Confidential Information\" shall mean all information disclosed to Recipient by Discloser or its agents or employees in any manner, whether orally, visually or in tangible form (including, without limitation, documents, devices and computer readable media) and all copies thereof, whether created by Discloser or Recipient. Tangible materials that disclose or embody Confidential Information shall be marked, to the extent practicable, by Discloser as \"Confidential,\" \"Proprietary\" or the substantial equivalent thereof.\n2. Except as expressly permitted herein, Recipient shall not disclose Confidential Information and shall prevent the disclosure of such information by Recipient or its affiliates and their respective employees, directors, counsel, advisors, agents and independent contractors (all of which collectively \"Representatives\") by using the same degree of care to keep confidential the Confidential Information as it uses to keep confidential its own confidential information. In addition, except as permitted herein, Recipient shall not disclose the fact that the parties are exchanging Confidential Information and having discussions. In connection therewith, it is agreed that no public release or disclosure of any contemplated transaction shall be made except by a mutually agreed disclosure except that each party may make such disclosure if advised by its outside securities counsel in writing that such disclosure is required; PROVIDED, HOWEVER, that in such event such party will notify the other party that it intends, as a preliminary matter, to take such action and the outside securities counsel of such party shall first discuss the mater with the outside securities counsel of the other party before any definitive decision is made on the disclosure.\n3. Recipients shall use Confidential Information solely for the purpose (the \"Permitted Purpose\") specified at the end of this Agreement.\n4. Recipient shall disclose Confidential Information only to those of its Representatives who have a need to know such information for the Permitted Purpose.\n5. Confidential Information shall not include any information that:\n(a) was in Recipient's or its Representative's possession prior to disclosure by Discloser hereunder;\n(b) was generally known, in the trade or business in which it is practiced by Recipient or its Representatives at the time of disclosure to Recipient or its Representatives hereunder, or becomes so generally known after such disclosure, through no act of Recipient or its employees, agents or independent contractors in violation of this Agreement;\n(c) has come into the possession of Recipient or its Representatives from a third party who is not, to Recipient's knowledge, under any obligation to Discloser to maintain the confidentiality of such information;\n(d) was developed by Recipient or its Representatives independently of and without reference to Confidential Information.\nIf a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.\n6. Recipient agrees not to reproduce or copy by any means Confidential Information, except as reasonably required to accomplish such Recipient's Permitted Purpose. Upon written demand by Discloser at any time, Recipient shall return promptly to Discloser or destroy, at Recipient's option, all tangible materials that disclose or embody Confidential Information except that Recipient's counsel may, upon written notice to Disclosure's counsel, retain a single copy of Confidential Information in its records solely for use in dispute resolution or as otherwise required by law. Recipient shall not remove any proprietary rights legend from, and shall, upon Discloser's reasonable written request, add an appropriate proprietary legend to, materials disclosing or embodying Confidential Information.\n7. In the event that Recipient is ordered to disclose Discloser's Confidential Information pursuant to a judicial or governmental request, requirement or order, Recipient shall promptly notify Discloser and take reasonable steps at Discloser's expense to assist Discloser in contesting such request, requirement or order or otherwise protecting Discloser's rights.\n8. Discloser understands that Recipient is an ice cream manufacturer and engaged in distribution (and with arrangements with distributors or subdistributors) and that planned activities in all such areas that are independently developed, pursued or acquired by the Recipient may contain ideas and concepts similar or identical to those contained in Discloser's Confidential Information. Discloser agrees that entering into this Agreement shall not preclude Recipient from developing, pursuing or acquiring projects similar to Discloser's, without obligation to Discloser, provided Recipient does not breach its obligations to Discloser under this Agreement or use the Confidential Information to develop or pursue such projects. The parties agree that unless and until a definitive written agreement between the Company and Ben & Jerry's has been executed and delivered relating to a specific transaction (which agreement contains customary conditions, representations, warranties and covenants for an agreement of that kind), neither party shall be under any obligation whatsoever with respect to such a transaction by virtue of this or any written or oral communication with respect to such a transaction by it or any of its respective Representatives.\n9. The rights and obligations herein shall bind the parties and their successors and assigns. This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes al prior oral or written agreements, commitments and understandings pertaining to the subject matter hereof. Any modifications of or changes in this Agreement shall be in writing and signed by both parties. This Agreement shall remain in full force and effect for two years. Any causes of action accrued on or before the expiration of such period shall survive the expiration of the applicable statute of limitations.\n10. This Agreement and any controversies, disputes or claims arising out of or relating to the subject matter of this Agreement shall be governed by and construed in accordance with the laws of the State of New York and the parties agree to submit any and all such controversies, disputes, or claims to the exclusive jurisdiction of the federal courts located in New York, New York.\nPERMITTED PURPOSES\nA. The \"Permitted Purpose\" with respect to Confidential Information disclosed to the Company shall be, to evaluate whether or not to enter into an agreement with Ben & Jerry's relating to a joint venture, other cooperative venture or the like between Ben & Jerry's and the Company.\nB. The \"Permitted Purpose\" with respect to Confidential Information disclosed to Ben & Jerry's shall be: to evaluate whether or not to enter into an agreement with the Company relating to a joint venture, other cooperative venture or the like between Ben & Jerry's and the Company.\nIN WITNESS WHEREOF, each party has caused this Agreement to be executed and delivered by its authorized officer.\nCONOPCO, INC., BEN & JERRY'S HOMEMADE, INC.,\nBy: /S/MART LAIUS By: /S/ PERRY D. ODAK\n--------------------------- -----------------------------------\nTitle: VICE PRESIDENT Title: Chief Executive Officer\nDate: September 27, 1999 Date: September 27, 1999\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 485 - ], - [ - 485, - 814 - ], - [ - 814, - 1025 - ], - [ - 1026, - 1215 - ], - [ - 1216, - 1543 - ], - [ - 1543, - 1739 - ], - [ - 1740, - 1781 - ], - [ - 1781, - 2211 - ], - [ - 2211, - 2371 - ], - [ - 2371, - 2999 - ], - [ - 3000, - 3137 - ], - [ - 3138, - 3295 - ], - [ - 3296, - 3363 - ], - [ - 3364, - 3465 - ], - [ - 3466, - 3814 - ], - [ - 3815, - 4027 - ], - [ - 4028, - 4149 - ], - [ - 4150, - 4378 - ], - [ - 4379, - 4543 - ], - [ - 4543, - 4957 - ], - [ - 4957, - 5177 - ], - [ - 5178, - 5542 - ], - [ - 5543, - 5930 - ], - [ - 5930, - 6272 - ], - [ - 6272, - 6797 - ], - [ - 6798, - 6892 - ], - [ - 6892, - 7137 - ], - [ - 7137, - 7235 - ], - [ - 7235, - 7303 - ], - [ - 7303, - 7445 - ], - [ - 7446, - 7828 - ], - [ - 7829, - 7847 - ], - [ - 7848, - 8129 - ], - [ - 8130, - 8411 - ], - [ - 8412, - 8524 - ], - [ - 8525, - 8569 - ], - [ - 8570, - 8609 - ], - [ - 8610, - 8638 - ], - [ - 8638, - 8673 - ], - [ - 8674, - 8696 - ], - [ - 8696, - 8726 - ], - [ - 8727, - 8776 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 29, - 30 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 17, - 23, - 24 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 12 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16, - 23, - 24 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000768384/000091205700018619/0000912057-00-018619.txt" - }, - { - "id": 395, - "file_name": "86115_0000930661-99-001321_document_3.txt", - "text": "NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT\nNON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the \"Agreement\"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation (\"CompuCom\"), and ENTEX Information Services, Inc., a Delaware corporation (\"Seller\").\nRECITALS\nWHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the \"Asset Purchase Agreement\");\nWHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement;\nNOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows:\nARTICLE I\nDEFINITIONS\n1.1 For purposes of this Agreement, the following terms have the following meanings:\n(1) \"Configuration\" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term \"Configuration\" shall not include installation of a computer or related hardware at a customer site.\n(2) \"Non-Competition Period\" means the period commencing on May 12, 1999 and ending on May 11, 2000.\n(3) \"Product\" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell.\n(4) \"Product Business\" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term \"Product Business\" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration.\n(5) \"Outsourcing and Professional Services\" means (a) consulting, system migrations, project management, other services typically referred to as \"high-end\" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Outsourcing and Professional Services agreements.\n(6) \"Service Accounts\" means the customer accounts of Seller listed on Exhibits B and C hereto.\n(7) \"Services\" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term \"Services\" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers.\n(8) \"Subsidiary,\" with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person.\nCapitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement.\nARTICLE II\nAGREEMENT TO COOPERATE\nSubject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such account (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which such Services and Products were delivered to such account prior to Closing and (ii) each party's representative will be permitted to call on such account.\nARTICLE III\nAGREEMENT NOT TO COMPETE\n3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition Period Seller will not, and will not permit any of its Subsidiaries to:\n(i) engage in the Product Business;\n(ii) encourage any Service Account to specify a party other than CompuCom to provide Products and image load/configurations to such Service Account; or\n(iii) solicit, entice or induce any employee of CompuCom or any Subsidiary of CompuCom to terminate his or her employment with CompuCom or any Subsidiary of CompuCom or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of CompuCom or any Subsidiary of CompuCom.\n(b) Seller agrees that during the Non-Competition Period Seller will, and will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers.\nNotwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements (\"SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the immediately preceeding sentence (B) to refer orders for Products for delivery outside the United States to comply with Seller's obligations under Seller's international alliance agreements and (C) to perform initial on-site image load/configuration and augmentation in a manner consistent with Seller's current business practices, provided that Seller agrees that during the Non-Competition Period, it will not actively encourage any Services customer to move its initial image load/configuration business from CompuCom's configuration facilities to the customer`s site.\n3.2 CompuCom's Agreement. (a) CompuCom agrees that during the Non-Competition Period CompuCom will not, and will not permit any of its Subsidiaries to:\n(i) provide any Services to any account listed on Exhibit B hereto;\n(ii) provide any Services to any account listed on Exhibit C hereto except to the extent provided for in such Exhibit; or\n(iii) except as contemplated by the Asset Purchase Agreement, solicit, entice or induce any employee of Seller or any Subsidiary of Seller to terminate his or her employment with Seller or any Subsidiary of Seller or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of Seller or any Subsidiary of Seller.\nNotwithstanding the foregoing, CompuCom shall be permitted to provide Services under any \"request for proposal\", bid, contract or statement of work submitted by CompuCom to the applicable potential customer prior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to the reasonable request of Seller, evidence and shall have the burden of proving, that the applicable \"request for proposal\", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999.\n(b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades.\nARTICLE IV\nAcceptance of Product Orders\nCompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract.\nARTICLE V\nNON-DISCLOSURE\n5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing:\n(a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and\n(b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information.\nAs used in this Agreement, the terms \"CompuCom's Confidential Information\" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer.\nNotwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that such third parties shall agree to preserve the confidentiality of such information.\n5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees that unless otherwise required by law, from and after the Closing:\n(a) CompuCom shall cooperate with Seller at Seller's expense to protect and safeguard all of Seller's Confidential Information;\n(b) CompuCom shall not, directly or indirectly, use, sell, license, publish, disclose or otherwise transfer or make available to others any of Seller's Confidential Information; and\n(c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller.\nAs used in this Agreement, the terms \"Seller's Confidential Information\" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business including, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers.\nARTICLE VI\nMISCELLANEOUS\n6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by facsimile and confirmed by return facsimile, or five business days after being mailed by first-class mail, postage prepaid in each case to the applicable addresses set forth below:\nIf to Seller, to:\nENTEX Information Services, Inc.\nSix International Drive\nRye Brook, N.Y. 10573\nFacsimile No.: (914) 935-3720\nAttention: Lynne A. Burgess, Esq.,\nSenior Vice President and General Counsel\nwith a copy (which shall not constitute notice to Seller) to:\nCahill Gordon & Reindel\n80 Pine Street\nNew York, NY 10005\nFacsimile No.: (212) 269-5420\nAttention: Gerald S. Tanenbaum, Esq.\nIf to CompuCom, to:\nCompuCom Systems, Inc.\n7171 Forest Lane\nDallas, Texas 75230\nFacsimile No.: (972) 856-5395\nAttention: Ms. Lazane Smith, Senior Vice President\nand Chief Financial Officer\nwith a copy (which shall not constitute notice to CompuCom) to:\nStrasburger & Price, L.L.P.\n901 Main Street, Suite 4300\nDallas, Texas 75202\nFacsimile No.: (214) 651-4330\nAttention: Frederick J. Fowler, Esq.\nor to such other address as such party shall have designated by notice so given to each other party.\n6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto.\n6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable.\n6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement.\n6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.\n6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.\n6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.\n6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible.\n6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. 6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof.\n6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.\n6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of the payment of such referral fees in good faith.\nIN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.\nCOMPUCOM SYSTEMS, INC.\nBy:\n------------------------------------\nName: Lazane M. Smith\nTitle: Senior Vice President and\nChief Financial Officer\nENTEX INFORMATION SERVICES, INC.\nBy:\n------------------------------------\nName: Kenneth A. 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79 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000086115/000093066199001321/0000930661-99-001321.txt" - }, - { - "id": 400, - "file_name": "96238_0000950116-97-001823_document_13.txt", - "text": "August 7, 1997\nPERSONAL and CONFIDENTIAL\nMs. Donna M. Hitscherich\nVice President\nJ.P. Morgan Securities Inc.\n60 Wall Street\nNew York, New York 10260\nDear Ms. Hitscherich:\nCarpenter Technology Corporation (\"we\", \"our\" or \"us\") has requested information regarding Talley Industries, Inc. (the \"Company\", \"your\" or \"you\") in connection with our consideration of the possible acquisition of the Company (a \"Possible Transaction\"). In consideration of your furnishing us with the Evaluation Materials (as defined below) we agree as follows:\nConfidentiality of Evaluation Materials\nWe will treat confidentially any information (whether written or oral) that either the Company or its financial advisor, J.P. Morgan & Co. Incorporated (\"JPM\"), or the Company's other representatives furnish to us in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by us, or by our representatives (as defined below) which contain or otherwise reflect such information or our review of, or interest in, the Company (collectively, the \"Evaluation Materials\"). We recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to us orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as \"confidential\". The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by us or our representatives, (ii) was or becomes available to us on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to us by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by us. Use of Evaluation Materials\nWe will not use any to the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. We and our representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) any of such information may be disclosed to those of our directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"our representatives\") who we reasonably determine need to know such information for the purpose of evaluating a Possible Transaction between us and the Company (it being understood that our representatives shall be informed by us of the confidential nature of such information and shall be directed by us, and shall each agree to treat such information confidentially) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither we nor our representatives shall use any of the Evaluation Materials for any purpose. We will be responsible for any breach of this Agreement by our representatives.\nIn the event that we or any of our representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, we or our representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) we or our representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which we are advised by counsel is legally required to be disclosed, and shall exercise our best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) we shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by us or our representatives not permitted by this Agreement.\nNon-Disclosure\nThe disclosure of our possible interest in purchasing the Company could have a material adverse effect on the Company's business if for any reason an agreement of purchase and sale is not consummated. Accordingly, unless required by applicable law, we agree that prior to the execution of a Sale Agreement with respect to the closing of a Possible Transaction, without the prior written consent of the Company, we will not, and we will direct our representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between us and the Company or any to the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof unless we are advised by counsel that we are required to make such disclosure. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nReturn of Documents\nUpon the Company's request, we shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials.\nNo Unauthorized Contact\nDuring the course of our evaluation, all inquiries and other communications are to be made directly to JPM or employees or representatives of the Company specified by JPM. Accordingly, we agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the express consent of JPM, with the exception of direct communication between our chairman and the Company's chairman. We also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by us and such third party without JPM's prior written consent provided that the foregoing undertaking shall not prevent us from soliciting, on a confidential basis, indications of intent form selected third parties for the purchase of portions of the Company.\nFor a period of two years following the date hereof, you will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the Company or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee.\nStandstill\nWe agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a \"group\" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. No Representation or Warranty\nAlthough the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, JPM or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to us or any other person hereunder resulting from the use of Evaluation Materials by us or any of our representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company (\"Sale Agreement\") when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect.\nWe also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between us and the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto, and we hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto. We also agree that unless and until a Sale Agreement between the Company and us with respect to the acquisition of the Company has been executed and delivered by us and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement for the matters specifically agreed to herein. For purposes of this Agreement, the term \"Sale Agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by us.\nNo Solicitation\nDuring the period from acceptance of this agreement until the earlier of (a) the execution of a definitive agreement or (b) the date that is 45 days after the date of such acceptance, the Company and the officers, directors, employees and other representatives of the Company including JPM shall not directly or indirectly, solicit, initiate, or encourage any offers or proposals for the acquisition of the Company, or of any of the capital stock or all, or substantially all, of the assets of the Company, from third parties (an \"Acquisition Proposal\"). The Company, may, however, participate in discussions or negotiations with, and provide confidential information to, a third party, if the Chairman of the Board of the Company determines in good faith, after receiving advice from the Company's financial advisor, that such third party has submitted a bona fide proposal or indication of interest that is, or could reasonably be expected to lead to, an Acquisition Proposal that is financially superior to the non-binding indication of interest contained in the letter of August 7, 1997 from Robert W. Cardy to Paul L. Foster, provided, however, that the Company agrees to inform us of the receipt of any such proposal.\nLegal Remedy\nWe understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by us or our representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by us or our representatives but shall be in addition to all other remedies available at law or equity.\nOther\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives.\nThis Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.\nIf you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nCARPENTER TECHNOLOGY CORPORATION\nBy: /s/ G. Walton Cottrell\nName: G. Walton Cottrell\nTitle: Senior Vice President - Finance\nand Chief Financial Officer\n/s/ John r. Welty\nVice President, General Counsel and Secretary\nAgreed and accepted this 11th day of August, 1997\nJ.P. MORGAN SECURITIES INC., solely as Company's representative\nBy: /s/ Donna M. Hitscherich\nName: Donna M. 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Proprietary Information also includes any information which the Disclosing Party has received from a third party which the Disclosing Party is obligated to treat as confidential or proprietary.\nNotwithstanding the foregoing, nothing will be considered \"Proprietary Information\" of the Disclosing Party unless either (1) it is first disclosed in tangible form and is conspicuously marked \"Confidential\", \"Proprietary\" or the like or (2) it is first disclosed in non-tangible form and orally identified as confidential at the time of disclosure and is summarized in tangible form conspicuously marked \"Confidential\" within thirty (30) days of the original disclosure.\nIn consideration of and solely for the purpose of the parties' discussion regarding a possible business transaction and any access the Receiving Party may have to Proprietary Information of the Disclosing Party, each party (as the Receiving Party) hereby agrees as follows:\n1. Non-Disclosure and Non-Use Obligations. The Receiving Party agrees (i) to hold the Disclosing Party's Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its most confidential materials), (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person (except consultants or agents, subject to the conditions stated below), (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally whether to enter into a proposed business transaction with the Disclosing Party without the prior written permission of the disclosing party, (iv) not to remove or export from the United States or re-export any such Proprietary Information or any direct product thereof except in compliance with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce, and (v) not to copy or reverse engineer any such Proprietary Information. Any employee, consultant or agent given access to any such Proprietary Information must have a legitimate \"need to know\" and shall be similarly bound in writing. The parties shall be entitled to exchange Proprietary Information under the terms of this Agreement for a period not to exceed two (2) years from the date hereof, unless otherwise extended by mutual written agreement of the parties or incorporated into a separate agreement. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii), (iii) and (v) shall not apply with respect to all obligations after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or (through no improper action or inaction by the Receiving Party or any agent, consultant or employee) becomes generally known to the public, (i) was in its possession or the possession of an affiliate or consultant or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it, an affiliate or a consultant by a third party without restriction, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who can be demonstrated to have had no access to such information. The Receiving Party may make disclosures required by court order provided the Receiving Party uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.\n2. Patent or Copyright Infringement. Nothing in this Agreement is intended to grant any rights under any patent or copyright of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party's Proprietary Information, except the limited right to review such Proprietary Information solely for the purpose of evaluating a possible business transaction.\n3. Return of Materials. Immediately upon (i) the decision by either party not to enter into a relationship as a result of the exchange of information hereunder, or (ii) a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts or derivatives thereof to the extent it is requested by either party in writing, except that a single copy may be retained for legal archival purposes, subject to protection and non-disclosure in accordance with the term of this agreement. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information of the Disclosing Party, which shall be disclosed if at all solely at the option of the Disclosing Party, or (ii) requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be disclosed.\n4. No Publicity. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated by this Agreement.\n5. Securities Law Considerations. Each party is aware, and will advise its employees, consultants and agents who are informed of the matters that are the subject of this agreement, of the restrictions imposed by the United States securities laws on the purchase and sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n6. Miscellaneous. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party may seek appropriate equitable relief (without the need to post bond or other security) in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be to any extent illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. The parties agree that any dispute regarding the interpretation or validity of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in and for the County of San Diego, California, and each party hereby agrees to submit to the personal and exclusive jurisdiction and venue of such courts. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended except in an express writing signed by officers of both parties. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.\nEach party warrants to the other that it is duly authorized to enter into this Agreement and that the terms of this Agreement are not inconsistent with any of its respective outstanding contractual obligations. The execution and performance of this Agreement does not obligate the parties to enter into any other agreement or to perform any obligations other than as specified herein.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.\nDate: 3-10-99\nCOMBICHEM, INC., DUPONT PHARMACEUTICALS COMPANY,\na Delaware corporation a Delaware general partnership\nBy: /s/ Vicente Anido, Jr. By: /s/ David S. Block\nVicente Anido, Jr., Ph.D. David S. Block, M.D.\nIts: President and Its: Vice President, Product Planning\nChief Executive Officer and Acquisition\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 995 - ], - [ - 995, - 1188 - ], - [ - 1189, - 1311 - ], - [ - 1311, - 1427 - ], - [ - 1427, - 1660 - ], - [ - 1661, - 1934 - ], - [ - 1935, - 1978 - ], - [ - 1978, - 2005 - ], - [ - 2005, - 2290 - ], - [ - 2290, - 2472 - ], - [ - 2472, - 2725 - ], - [ - 2725, - 3037 - ], - [ - 3037, - 3107 - ], - [ - 3107, - 3269 - ], - [ - 3269, - 3544 - ], - [ - 3544, - 3638 - ], - [ - 3638, - 3643 - ], - [ - 3643, - 3649 - ], - [ - 3649, - 3659 - ], - [ - 3659, - 3822 - ], - [ - 3822, - 3972 - ], - [ - 3972, - 4105 - ], - [ - 4105, - 4213 - ], - [ - 4213, - 4416 - ], - [ - 4416, - 4681 - ], - [ - 4682, - 4719 - ], - [ - 4719, - 5084 - ], - [ - 5085, - 5109 - ], - [ - 5109, - 5126 - ], - [ - 5126, - 5249 - ], - [ - 5249, - 5758 - ], - [ - 5758, - 5810 - ], - [ - 5810, - 5978 - ], - [ - 5978, - 6136 - ], - [ - 6137, - 6154 - ], - [ - 6154, - 6329 - ], - [ - 6330, - 6364 - ], - [ - 6364, - 6916 - ], - [ - 6917, - 6935 - ], - [ - 6935, - 7541 - ], - [ - 7541, - 7708 - ], - [ - 7708, - 8041 - ], - [ - 8041, - 8197 - ], - [ - 8197, - 8526 - ], - [ - 8526, - 8687 - ], - [ - 8687, - 8786 - ], - [ - 8786, - 9019 - ], - [ - 9020, - 9231 - ], - [ - 9231, - 9404 - ], - [ - 9405, - 9505 - ], - [ - 9506, - 9519 - ], - [ - 9520, - 9568 - ], - [ - 9569, - 9622 - ], - [ - 9623, - 9672 - ], - [ - 9673, - 9693 - ], - [ - 9693, - 9699 - ], - [ - 9699, - 9719 - ], - [ - 9720, - 9776 - ], - [ - 9777, - 9816 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 8, - 13 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16, - 27 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 1 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 3, - 4, - 5 - ] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 16, - 17, - 18, - 19, - 20 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 18, - 19, - 20, - 24 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 31 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 3, - 4, - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 8, - 10, - 14 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 8, - 13 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 18, - 19, - 20, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 8, - 10, - 14 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8, - 11 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001002276/000103605099002047/0001036050-99-002047.txt" - }, - { - "id": 408, - "file_name": "817516_0001014909-05-000102_exh99_4sept2005.txt", - "text": "CONFIDENTIALITY, NON-DISCLOSURE AND RESTRICTIVE COVENANT AGREEMENT\nThis Confidentiality, Non-Disclosure and Restrictive Covenant Agreement, dated as of this 30th day of August, 2005 (this \"Agreement\"), by and among (i) Hittite Microwave Corporation, a Delaware corporation (\"Hittite\"), (ii) HMC Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Hittite, (\"Buyer\" and, together with Hittite, the \"Buyer Parties\"), (iii) Simtek Corporation, a Colorado corporation (\"Simtek\") and (iv) Q-Dot, Inc., an Illinois corporation and a wholly-owned subsidiary of Simtek, (the \"Company\" and, together with Simtek, the \"Seller Parties\").\nWHEREAS, pursuant to an Asset Purchase Agreement dated as of the date hereof by and among the Buyer Parties and the Seller Parties, the Buyer Parties have agreed, subject to the terms and conditions set forth therein, to acquire substantially all the assets of the Company (the \"Acquisition\");\nWHEREAS, in partial consideration of the payment of the Purchase Price (as defined at Section 1.7 of the Asset Purchase Agreement) of the Acquisition and in accordance with Sections 4.4 and 6.9 of the Asset Purchase Agreement, Seller Parties agree to enter into this Agreement;\nWHEREAS, the Seller Parties acknowledge that the covenants of the Seller Parties set forth in this Agreement are an essential element of the Acquisition and that, but for this Agreement, Buyer Parties would not have entered into the Asset Purchase Agreement; and\nWHEREAS, the Seller Parties possess substantial and intimate knowledge of the business and affairs of the Company and its policies, methods, personnel and operations;\nNOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:\n1. Non-Competition. For a period of four years from the date of this Agreement (the \"Restricted Period\"), Seller Parties shall not, directly or indirectly, engage in The Company's Business (as hereinafter defined) or, without the prior written consent of Buyer Parties, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in, as a partner, stockholder, consultant or otherwise, any Person that competes with The Company's Business as it is conducted as of the Closing Date. For purposes of this Agreement, the term the \"The Company's Business\" shall mean any business anywhere in the world that provides products or services of the kind provided by the Business (as defined in the Recitals of the Asset Purchase Agreement) as of the Closing Date. Notwithstanding the foregoing, for the purposes of this Section 1, ownership of securities having no more than one percent (1%) of the outstanding voting power of any competitor which are listed on any national securities exchange, automated securities exchange (including Nasdaq) or traded actively in the national over-the-counter market (in each case including any foreign equivalent) shall not be deemed to be in violation of this Agreement.\n2. Confidentiality. During the Restricted Period and at all times thereafter, Seller Parties will keep and hold all Confidential Information (as hereinafter defined) in strict confidence, and will not use or disclose in any way any of such Confidential Information without the prior express written consent of the Buyer Parties. For the purposes of this Agreement, the term \"Confidential Information\" shall mean all trade secrets and confidential or proprietary information (and any tangible representation thereof) owned, possessed or used in connection with The Company Business or by the Buyer Parties and its Affiliates; provided, however, that \"Confidential Information\" does not include information which is or becomes generally available to the public other than as a result of a disclosure by a Seller Party..\n3. Non-Solicitation. During the Restricted Period, Seller Parties agree that they will not in any way, directly or indirectly, for the purpose of conducting or engaging in any business that competes with The Company Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any customers of the Company engaged prior to the Closing Date (provided that Simtek shall have the right to do business with any of its current or former customers), or interfere with or attempt to interfere with any officers, employees or consultants of the Buyer Parties, induce or attempt to induce any of them to leave the employ of the Buyer Parties or violate the terms of their Contracts, or any employment arrangements, with Buyer Parties, or, without the prior written consent of Buyer Parties, directly or indirectly, solicit to hire, hire or employ, whether as an employee, director, contractor, consultant or otherwise any officers, employees or consultants of the Buyer Parties, unless such Person's employment is terminated by the Seller Parties or its Affiliate; provided, however, that this Section 3 shall not prohibit general solicitations of or advertisements for employment by the Seller Parties that are not generally directed at any officers, employees, representatives or agents of the Buyer Parties, so long as the Seller Parties do not hire any such Person who responds to any such general solicitation or advertisement.\n4. Certain Definitions. For purposes of this Agreement, (a) the term \"Person\" shall mean an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization, (b) the term \"Affiliate\" shall mean with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and (c) the term \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.\n5. Extension of Restricted Period. The Restricted Period shall be extended by the length of any period during which the Seller Parties are in breach of the terms of this Agreement.\n6. Amendments and Supplements. This Agreement may not be amended, modified or supplemented by the parties hereto in any manner, except by an instrument in writing signed by the Seller Parties and the Buyer Parties.\n7. No Waiver. The terms and conditions of this Agreement may be waived only by a written instrument signed by the party waiving compliance. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.\n8. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to its principles of conflicts of laws.\n9. Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand, sent by facsimile transmission with confirmation of receipt, sent via a reputable overnight courier service with confirmation of receipt requested, or mailed by registered or certified mail (postage prepaid and return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice), and shall be deemed given on the date on which delivered by hand or otherwise on the date of receipt as confirmed:\nIf to Buyer or Hittite:\nHittite Microwave Corporation\n20 Alpha Road\nChelmsford, MA 01824\nAttention: William W. Boecke, Chief Financial Officer\nFacsimile: (978) 250-3373\nwith a copy to:\nFoley Hoag LLP\nWorld Trade Center West\n155 Seaport Boulevard\nBoston, MA 02210\nAttn: Robert W. Sweet, Jr., Esq.\nFacsimile: (617) 832-7000\nIf to the Company or Simtek:\nSimtek Corporation\n4250 Buckingham Drive Suite 100 Colorado Springs, CO 80907\nAttention: Harold Blomquist, President & CEO\nFacsimile: (719) 531-9481\nwith a copy to:\nHolme Roberts & Owen LLP\n1700 Lincoln Street, Suite 4100\nDenver, Colorado 80203\nFacsimile: (303) 866-0200\n10. Construction of Agreement. A reference to a Section shall mean a Section in this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words \"include,\" \"includes\" and \"including\" when used herein shall be deemed in each case to be followed by the words \"without limitation.\"\n11. Entire Agreement, Assignability, etc. This Agreement and the Asset Purchase Agreement and the documents and other agreements among the parties hereto and thereto as contemplated by or referred to herein or therein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, except as otherwise expressly provided herein and shall not be assignable by operation of law or otherwise.\n12. Validity. The Seller Parties have independently consulted with their counsel and after such consultation agree that the covenants set forth in this Agreement are reasonable and proper. In the event that any provision of this Agreement shall be determined to be unenforceable by reason of its extension for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. If, after application of the preceding sentence, any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. Except as otherwise provided in this Section 12, any invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any such severance, all other provisions hereof shall remain in full force and effect.\n13. Remedies. Seller Parties recognize that money damages alone would not adequately compensate Buyer Parties and its Affiliates in the event of breach by Seller Parties of this Agreement, and Seller Parties therefore agree that, in addition to all other remedies available to Buyer Parties and its Affiliates, at law, in equity or otherwise, Buyer Parties and its Affiliates shall be entitled to injunctive relief for the enforcement hereof. All rights and remedies hereunder are cumulative and are in addition to and not exclusive of any other rights and remedies available, at law, in equity, by agreement or otherwise.\n14. Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same Agreement.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed as an agreement under seal as of the date first written above.\nSimtek Corporation\nBy: /s/Harold A. Blomquist\n------------------------------------\nName: Harold A. Blomquist\nTitle: President & CEO\nQ-Dot, Inc.\nBy: /s/Thomas E. Linnenbrink\n------------------------------\nName: Thomas E. Linnenbrink\nTitle: President\nHittite Microwave Corporation\nBy: /s/Stephen G. Daly\n------------------------------------\nName: Stephen G. Daly\nTitle: President & CEO\nHMC Acquisition Corporation\nBy: /s/Stephen G. Daly\n------------------------------------\nName: Stephen G. 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The Company is engaged in the business of development and sales of network management software tools that utilize CORBA as the development platform and provides consulting and related services. The Company has offices in California, New Jersey and Texas.\nB. Pursuant to that certain Agreement and Plan of Reorganization and Liquidation, dated May 30, 2001, by and between Trigon Technology Group, Inc., a Texas corporation (the \"Company\"), and Buyer (the \"Purchase Agreement\"), the Company will sell to Buyer and Buyer will purchase from the Company, substantially all of the assets of the Company together with the goodwill of the Company (the \"Assets\").\nB. Covenantor is a shareholder of the Company and has been employed as the Chief Executive Officer and the President of the Company.\nC. Covenantor acknowledges that the Company and its employees and shareholders have over several years devoted substantial time, effort and resources to developing the Assets which consist of the Company's trade secrets and its other confidential and proprietary information as well as the Company's relationships with customers, suppliers, employees and others doing business with the Company; that such relationships, trade secrets and other information are vital to the successful conduct of the Company's business by Buyer in the future; that because of Covenantor's access to such confidential information and trade secrets, Covenantor would be in a unique position to divert business from Buyer and to commit irreparable damage to Buyer were Covenantor to be allowed to compete with Buyer or to commit any of the other acts prohibited below; that the enforcement of said restrictive covenants against Covenantor would not impose any undue burden upon Covenantor; that none of said restrictive covenants is unreasonable as to period or geographic area; and that the ability to enforce said restrictive covenants against Covenantor is a material inducement to the decision of Buyer to consummate the transactions contemplated in the Purchase Agreement.\nNOW, THEREFORE in consideration of the foregoing recitals, the mutual agreements hereinafter set forth and the mutual benefits to be derived therefrom, Covenantor covenants and agrees as follows:\nARTICLE 1\nDEFINITIONS\n1.1 The term \"Buyer,\" as used herein, means not only Vertel Corporation, but also any company, partnership or entity which (a) directly or indirectly, controls, is controlled by or is under common control with Vertel Corporation or (b) is a successor-in-interest to Vertel Corporation.\n1.2 The term \"Confidential Information\", as used herein, means all information or material not generally known by non-Company personnel constituting Assets and acquired by Buyer under the Purchase Agreement which (i) gives the Company some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company; (ii) which is owned by the Company or in which the Company has an interest and (iii) which is either (A) marked \"Confidential Information,\" \"Proprietary Information\" or other similar marking, (B) known by Covenantor to be considered confidential and proprietary by the Company as of the date hereof or (C) from all the relevant circumstances should reasonably be assumed by Covenantor to be confidential and proprietary to the Company. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): trade secrets, inventions, drawings, file data, documentation, diagrams, specifications, know how, processes, formulas, models, flow charts, software in various stages of development, source code, object code, research and development procedures, research or development and test results, marketing techniques and materials, marketing and development plans, price lists, pricing policies, business plans, information relating to customers and/or suppliers' identities, characteristics and agreements, financial information and projections, and employee files. Confidential Information also includes any information described above which the Company obtains from another party and which the Company treats as proprietary or is required to treat as Confidential Information, whether or not owned or developed by the Company. NOTWITHSTANDING THE ABOVE, HOWEVER, NO INFORMATION CONSTITUTES CONFIDENTIAL INFORMATION IF IT IS GENERIC INFORMATION OR GENERAL KNOWLEDGE WHICH COVENANTOR WOULD HAVE LEARNED IN\nTHE COURSE OF SIMILAR EMPLOYMENT ELSEWHERE IN THE TRADE, IF SUCH INFORMATION IS\nLAWFULLY AVAILABLE TO COVENANTOR FROM A SOURCE OTHER THAN THE COMPANY, OR IF IT\nIS OTHERWISE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN.\n1.3 The term \"Closing\" shall have the meaning ascribed to it in the Purchase Agreement.\nARTICLE 2\nCOVENANT NOT TO COMPETE\nCovenantor shall not at any time within the period commencing on the date hereof and ending on the fourth (4/th/) anniversary of the date hereof (the \"Restricted Period\"), have any\nownership interest (of record or beneficial) in or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, limited liability company, partnership, proprietorship or other business that engages in any California county, or in any other state, country or geographic area, listed in Exhibit \"A\" hereof in a business that is similar to and directly or indirectly offers products or services in competition with the business in which the Company was engaged in such California county, state, country or other geographic area as of the Closing, so long as Buyer, or any successor in interest of Buyer to the business and goodwill of the Company, remains engaged in such business in any such California county, state, country or other geographic area or continues to solicit customers or potential customers therein; provided, however, that Covenantor may own, directly or indirectly, solely as an investment, the securities of any person which are traded on any national securities exchange if Covenantor (i) is not a controlling person of, or a member of a group which controls, such person or (ii) does not, directly or indirectly own two percent (2%) or more of any class of securities of such person. For purposes of this ARTICLE 2, the business activities which may not be engaged in during the Restricted Period by Covenantor or by any firm, corporation, limited liability company, partnership, proprietorship or other business in which Covenantor has any interest are more particularly described in Exhibit \"B\" hereof.\nARTICLE 3\nSOLICITATION OF BUSINESS\nDuring the Restricted Period, Covenantor shall not solicit or assist any other person to solicit any business (other than for Buyer) from any present or past customer of the Company; or request or advise any present or future customer of the Company to withdraw, curtail or cancel its business dealings with Buyer; or commit any other act or assist others to commit any other act which might injure the business of Buyer.\nARTICLE 4\nEMPLOYEES\nDuring the Restricted Period, Covenantor shall not directly or indirectly (i) solicit or encourage any employee of Buyer to leave the employ of Buyer or (ii) hire any employee who has left the employ of Buyer if such hiring is proposed to occur within one year after the termination of such employee's employment with Buyer.\nARTICLE 5\nCONSULTANTS\nDuring the Restricted Period, Covenantor shall not directly or indirectly solicit or encourage any consultant then under contract with Buyer to cease work for Buyer.\nARTICLE 6\nNONDISCLOSURE\nFrom and after the Closing, Covenantor shall not (nor will Covenantor assist any other person to do so) directly or indirectly reveal, report, publish or disclose the Confidential Information to any person, firm or corporation not expressly authorized by Buyer to receive such Confidential Information, or use (or assist any person to use) such Confidential Information except for the benefit of Buyer.\nARTICLE 7\nOWNERSHIP AND RETURN OF MATERIALS\nUpon the termination of Covenantor's employment with Buyer, Covenantor shall immediately surrender to Buyer all notes, data, sketches, drawings, manuals, documents, records, data bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, equipment and all other physical forms of expression incorporating or containing any Confidential Information, it being distinctly understood that all such writings, physical forms of expression and other things are the exclusive property of Buyer. Covenantor acknowledges that the unauthorized taking of any of Buyer's trade secrets is a crime under California Penal Code section 499(c) and is punishable by imprisonment in a state prison or in a county jail for a time not exceeding one year, or by a fine not exceeding five thousand dollars ($5,000), or by both such fine and such imprisonment. Covenantor further acknowledges that such unauthorized taking of Buyer's trade secrets could also result in civil liability under California Civil Code Section 3426, and that willful misappropriation may result in an award against Covenantor for triple the amount of Buyer's damages and Buyer's attorneys fees in collecting such damages.\nARTICLE 8\nRIGHTS AND REMEDIES UPON BREACH\nIf Covenantor breaches, or threatens to commit a breach of, any of the provisions of this Agreement (the \"Restrictive Covenants\"), Buyer shall have the following rights and remedies, each of which shall be in addition to, and not in lieu of, any other rights and remedies available to Buyer under law or in equity:\n8.1 Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced or to have any actual or threatened breach thereof enjoined by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove any amount of actual damage or that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Buyer and that monetary damages will not provide an adequate remedy to Buyer; and\n8.2 Accounting and Indemnification. The right and remedy to require Covenantor (i) to account for and pay over to Buyer all compensation, profits, monies, accruals, increments or other benefits derived or received by Covenantor or any associated party deriving such benefits as a result of any such breach of the Restrictive Covenants; and (ii) to indemnify Buyer against any other losses, damages (including special and consequential damages), costs and expenses, including reasonable attorneys' fees and court costs, which may be incurred by them and which result from or arise out of any such breach or threatened breach of the Restrictive Covenants.\nARTICLE 9\nSEVERABILITY OF COVENANTS/BLUE PENCILLING\nThe Restrictive Covenants shall be subject to Section 12.7 hereof and Covenantor hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term.\nARTICLE 10\nENFORCEABILITY IN JURISDICTIONS\nBuyer and Covenantor intend to and do hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of any jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of Buyer and Covenantor that such determination not bar or in any way affect the right of Buyer to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable into diverse and independent covenants.\nARTICLE 11\nATTORNEYS' FEES\nIn the event of any action, suit, or other proceeding concerning the negotiation, interpretation, validity, performance, or breach of this Agreement, the prevailing party shall recover all of such party's reasonable attorneys' fees, expenses, and costs, not limited to costs of suit, incurred in each and every such action, suit, or other proceeding, including any and all appeals or petitions relating thereto.\nARTICLE 12\nMISCELLANEOUS\n12.1 Modification. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party.\n12.2 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, their personal representatives, administrators, executors, heirs, successors and assigns.\n12.3 Waiver. The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall in no way affect such party's rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof.\n12.4 Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by facsimile or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:\nBuyer:\nVertel Corporation\n21300 Victory Boulevard Suite 700 Woodland Hills, California 91367\nAttention: Chief Executive Officer\nFax No.: (818) 598-0104\nWith a copy to:\nDavid J. Katz, Esq.\nPerkins Coie LLP\n1620 26/th/ Street\n6/th/ Floor\nSanta Monica, California 90404\nFax No.: (310) 788-3399\nCovenantor: ---------------------------------------------------------------------------------------------------------------------------------------\nAttention: -----------------------------------\nFax No.: With a copy to: ---------------------------------------------------------------------------------------------------------------------------------------\nAttention: -----------------------------------\nFax No.: All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by facsimile, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.\n12.5 Time of Essence. Time is hereby declared to be of the essence of this Agreement and of every part hereof.\n12.6 Severance and Enforcement. All Sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any court, this Agreement shall be interpreted as if such invalid Sections, clauses or covenants were not contained herein. Without limitation, the parties intend that the covenants contained in this Agreement shall be severable insofar as the geographic and time restrictions set forth herein are concerned. If, in any judicial proceedings, a court shall refuse to enforce the geographic and/or time restrictions imposed herein to their fullest extent, then the geographic and/or time restrictions set forth herein shall be reduced to the extent necessary to permit enforcement of the foregoing covenant to the fullest extent possible.\n12.7 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Subject to ARTICLE 10 hereof, any suit brought hereon shall be brought in the state or federal courts sitting in Los Angeles, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Subject to ARTICLE 10 hereof, each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.\n12.8 Gender. Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word \"person\" shall include any corporation, firm, partnership or other form of association.\n12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.\n12.10 Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date and year first above written.\nCOVENANTOR:\n/s/ Hai-Perng Kuo\n------------------------------\nName: Hai-Perng, aka Alex Kuo\nBUYER\nVertel Corporation,\na California corporation\nBy: /s/ Craig Scott\n---------------------------\nName: Craig Scott\nTitle: CFO\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 324 - ], - [ - 325, - 333 - ], - [ - 334, - 531 - ], - [ - 531, - 591 - ], - [ - 592, - 992 - ], - [ - 993, - 1125 - ], - [ - 1126, - 2382 - ], - [ - 2383, - 2578 - ], - [ - 2579, - 2588 - ], - [ - 2589, - 2600 - ], - [ - 2601, - 2605 - ], - [ - 2605, - 2724 - ], - [ - 2724, - 2833 - ], - [ - 2833, - 2886 - ], - [ - 2887, - 2891 - ], - [ - 2891, - 3100 - ], - [ - 3100, - 3286 - ], - [ - 3286, - 3365 - ], - [ - 3365, - 3387 - ], - [ - 3387, - 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Unless the Participant indicates that this Agreement shall apply only to a specific division or location, this Agreement shall apply to the Participant's entire company.\nTHE PARTIES AGREE AS FOLLOWS:\nCONFIDENTIAL INFORMATION TRANSMITTAL FORM. The confidential, proprietary and trade secret information of the disclosing party (hereinafter \"Confidential Information\") provided hereunder, is that information described in the Confidential Information Transmittal Record (CITR) form executed from time to time hereafter. CITR's are subject to the terms of this Agreement and shall be executed by the parties prior to the disclosure of Confidential Information. All information described in a CITR and marked with a \"confidential,\" \"proprietary,\" or similar legend shall be deemed Confidential Information. All Confidential Information received from the disclosing party shall be in tangible form. The CITR shall set forth the disclosing party, a description of the Confidential Information disclosed, the names of the representatives of the parties and the date when the disclosure covered by the CITR commenced.\nOBLIGATIONS OF RECEIVING PARTY. The receiving party shall not disclose Confidential Information to any third party without the prior written approval of the disclosing party. The receiving party shall maintain the Confidential Information with at least the same degree of care that the receiving party uses to protect its own similar categories of confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving party shall not make any copies of Confidential Information received from the disclosing party except as necessary for its employees with a need to know. Any copies which are made shall be identified as belonging to the disclosing party and marked \"confidential,\" \"proprietary,\" or with a similar legend.\nPERIOD OF CONFIDENTIALITY. Unless a shorter period is stated in the applicable CITR, the disclosing party will not assert any claims against the receiving party for disclosures of Confidential Information made more than five (5) years from the date of the CITR.\nTERMINATION OF OBLIGATION OF CONFIDENTIALITY. The receiving party shall not be liable for the disclosure of any Confidential Information which is:\n(a) in the public domain other than by a breach of this Agreement on the part of the receiving party; or\n(b) rightfully received from a third party without any obligation of confidentiality; or\n(c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; or\n(d) independently developed by employees of the receiving party; or (e) generally made available to third parties by the disclosing party\nwithout restriction on disclosure.\nTITLE. Title or the right to possess Confidential Information as between the parties shall remain in the disclosing party.\nNO OBLIGATION OF DISCLOSURE. Neither party has any obligation to disclose Confidential Information to the other. Either party may, at any time, cease giving Confidential Information to the other party without any liability or request in writing the return of Confidential Information previously disclosed.\nTERMINATION AND DUTY TO RETURN. Either party may terminate this Agreement at any time without cause upon notice to the other party. However, all obligations of confidentiality shall survive the termination of this Agreement. In the event this Agreement is terminated, and the disclosing party so requests, the receiving party shall promptly return or destroy (and certify destruction of) all Confidential Information which it received from the disclosing party along with all copies which it made. GENERAL.\n(a) This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information, nor as creating an implied or express license grant from either party to the other.\n(b) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party shall not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.\n(c) This Agreement shall be governed by the laws of the State of California.\n(d) This Agreement, any accompanying CITR and CITRs executed from time to time hereafter which incorporate the terms of this Agreement constitute the entire agreement, written or verbal, between the parties with respect to the disclosure(s) of Confidential Information described in each CITR. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, shall not be affected by this Agreement.\n\n \nAGREED: PARTICIPANT: XIRCOM\n-------------------------------------------\nINTEL CORPORATION (Company Name, Division/Sub, if applicable)\n3065 Bowers Avenue\nSanta Clara, CA 95052 26025 Mureau Road\n--------------------------------------------------------\n(Address)\nCalabasas CA 91302\n--------------------------------------------------------\n(City) (State) (Zip)\n/s/ CARL EVERETT /s/ JEROME P. CHERWINSKI\n-------------------------------- --------------------------------------------------------\nSignature Signature\nCARL EVERETT JEROME P. CHERWINSKI\n-------------------------------- --------------------------------------------------------\nPrinted Name Printed Name\nVICE PRESIDENT-DIRECTOR OF SALES V.P. ENG. 230-0000-30 (7/90)\n-------------------------------- --------------------------------------------------------\nTitle Title\n
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Unless the Participant indicates that this Agreement will apply only to the specific division or location, this Agreement will apply to the Participant's entire Company.\nTHE PARTIES AGREE AS FOLLOWS:\n1. Confidential Information Transmittal Form. The confidential, proprietary and made secret information of the disclosing party (\"Confidential Information\") to be disclosed hereunder is that information which (i) is described in the Confidential Information Transmittal Record (\"CITR\") executed from time to time hereafter and (ii) is marked with a \"confidential\", \"proprietary\", or similar legend.\nCITRs are subject to the terms of this Agreement. CITRs will be executed, in writing or in electronic form, by the parties prior to the disclosure of Confidential Information. All Confidential Information received from the disclosing party will be in tangible form. To be considered Confidential Information, non-tangible disclosures must be identified as confidential prior to disclosure and produced in writing, marked as provided above and delivered to the receiving party within thirty (30) days of the original date of disclosure. The CITR will indicate the disclosing party, a description of the Confidential Information disclosed, the names of the representatives of the parties and the dates when the disclosure covered by the CITR commenced.\n2. Obligations of Receiving Party. The receiving party will maintain the confidentiality of the Confidential Information of the disclosing party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party's Confidential Information to any employees or to any third parties except to the receiving party's employees, parent company and majority-owned subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein: provided that the receiving party will be liable for breach by any such entity. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company and majority-owned subsidiaries with a need to know. Any copies which are made will be identified as belonging to the disclosing party and marked \"confidential\", \"proprietary\", or with a similar legend.\n3. Period of Non-Assertion. Unless a shorter period is indicated in the applicable CITR, the disclosing party will not insert any claims of breach of this Agreement or misappropriation of trade secrets against the receiving party arising from the receiving party's disclosure of the disclosing party's Confidential Information made more than five (5) years from the date of the CITR under which such information was disclosed. However, unless at least one of the exceptions set for in Section 4 below has occurred, the receiving party will continue to treat such confidential Information as the confidential information of the disclosing party and only disclose any such Confidential Information to third parties under the terms of a non-disclosure agreement.\n4. Termination of Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential Information which is:\n(a) rightfully in public domain other than by a breach of duty to the disclosing party\n(b) rightfully received from a third party without any obligation of confidentiality\n(c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party\n(d) independently developed by employees of the receiving party; or\n(e) generally made available to third parties by the disclosing party without restriction on disclosure.\n5. Title. Title or the right to possess Confidential Information as between the parties will remain in the disclosing party.\n6. No Obligation of Disclosure: Termination. Neither party has any obligation to disclose Confidential Information to the other. Either party may terminate this Agreement at any time without cause upon written notice to the other party: provided that each party's\nobligations with respect to Confidential Information disclosed during the term of this Agreement will survive any such termination. Either party may, at any time: (a) cease giving Confidential Information to the other party without any liability and/or (b) request in writing the return or destruction of all or part of its Confidential Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance.\n7. Residuals. Notwithstanding anything herein to the contrary, either party may use Residuals for any purpose, including without limitation use in development manufacture, promotion, sale and maintenance of its products or services: provided that this right to Residuals does not represent a licence under any patents, copyrights or other intellectual property rights of the disclosing party. The term \"Residuals\" means any information retained in the unaided memories of the receiving party's employees who have had access to the disclosing party's Confidential Information pursuant to the terms of this Agreement. An employee's memory is unaided if the employee has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.\n8. General.\n(a) This Agreement is neither intended to nor will it be considered as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.\n(b) Both parties understand and acknowledge that no license under any patent, copyright, trade secret, or other intellectual property right is granted to or conferred upon, either party in this Agreement or by the disclosure of any Confidential Information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing.\n(c) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.\n(d) This Agreement will be governed by laws of the State of Delaware without reference to conflict of laws principles.\n(e) This Agreement, any accompanying CITR and CITRs executed from time to time hereafter which incorporate the terms of this Agreement, constitutes the entire agreement between the parties with respect to the disclosure(s) of Confidential Information described in each CITR, and may not be amended except in a writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, will not be affected by this Agreement.\nINTEL CONTACT: Mohammad Aboobaker M/S: FMS-92 TEL NO: 356-6084\nAGREED:\nINTEL CORPORATION\n2200 Mission College Blvd.\nSanta Clara, CA 95052-8119 PARTICIPANT: DSP Communications\n20300 Stevens Creek Blvd.\nCupertino, CA 95014\n/s/ DAVIDI GILO\n-----------------------------------------\nSignature of Authorized Representative (e.g. President or V.P.) 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Samples (\"Samples\"), Wyndham Hotel Corporation, a Delaware corporation (the \"Acquiror\"), and ClubHouse Hotels, Inc., a Kansas corporation (the \"Target Company\").\nRECITALS\nA. Pursuant to the Agreement and Plan of Merger dated as of July, 21 1997 among the Target Company, the Acquiror, WHC Acquisition Corporation, a Delaware corporation (\"MergerSub\"), Samples and David H. Aull (the \"Merger Agreement\"), the parties have agreed to the merger of MergerSub with and into the Target Company (the \"Merger\") and certain related transactions (the Merger and such related transactions are collectively referred to herein as the \"Merger Transactions\"), all on the terms and subject to the conditions set forth in the Merger Agreement and such other ancillary agreements as are referenced therein.\nB. Samples is a principal stockholder of the Target Company and, as such, will derive substantial benefit from the Merger Transactions.\nC. Each of the Acquiror and the Target Company has been and presently is engaged (itself and through its subsidiaries and the Related Entities) in the business of owning, franchising, licensing and operating hotels (the \"Business\"). Samples is a director and the President and Chief Financial Officer of the Target Company (and is also an officer and/or director of certain of the Target Company's subsidiaries and affiliates and the Related Entities).\nD. The Merger Agreement provides, as a condition to the Closing thereunder, that Samples shall execute and deliver this Agreement.\nE. The agreements of Samples hereunder are an important aspect of the Merger Transactions, and the Acquiror and MergerSub would not consummate the Merger Transactions absent the execution and delivery by Samples of this Agreement.\nNOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:\n1. Certain Definitions. Terms with initial capital letters used herein that are not defined herein shall have the meanings provided for such terms in the Merger Agreement. As used herein, the term \"Target Company\" shall mean ClubHouse Hotels, Inc. prior to the consummation of the Merger and as the surviving corporation in the Merger.\n2. Restrictive Covenants.\n(a) Samples hereby acknowledges and agrees that (i) the know-how, trade secrets, intellectual property rights, marketing and operating techniques, contacts, customers, suppliers, technology and other aspects of the business of the Target Company and the Related Entities have been, and hereafter will be, of value to the Acquiror, the Target Company and the Related Entities and have provided, and hereafter will provide, the Acquiror, the Target Company and the Related Entities with substantial competitive advantage in the operation of their businesses; (ii) by virtue of his previous relationship with the Target Company and the Related Entities as an officer, director, shareholder and employee, he has detailed and substantial knowledge and possesses confidential information concerning the business, operations, pricing structure, customers, suppliers, personnel and competitive methods of the Target Company and the Related Entities; and (iii) he has substantial financial resources and experience in the business of owning, franchising, licensing and operating hotels and the ability to operate a business or businesses that could compete with the Acquiror, the Target Company, their respective subsidiaries and affiliates and the other Related Entities.\n(b) Samples agrees that, except for such disclosure as may be required by applicable law, he shall not, directly or indirectly, for himself or through or on behalf of any other person or entity, at any time after the date hereof, without the prior written consent of the Acquiror, reveal, divulge, disclose or communicate to any person, firm, association, corporation or other entity, or use, in any manner whatsoever any know-how, trade secrets, intellectual property rights, marketing and operating techniques, business contacts, client or customer lists, suppliers, technology, contracts or other confidential or proprietary information of the Target Company, any Related Entity or any of their respective affiliates (except Innco Hospitality, Inc. and any entity controlled by Innco Hospitality, Inc. and Transamerican Properties, Inc. and T.I.P. Realty Partners, and any entity controlled by either of them and the Broadway Plaza Suites in Kansas City, Missouri); provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (i) it is a matter of common knowledge or public record or (ii) the Undersigned can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement.\n(c) Samples agrees that, for a period of five (5) years (or such lesser period hereinafter provided for) following the date hereof (the \"Restricted Period\"), he shall not, without the prior express written consent of the Acquiror:\n(i) except with respect to the Permitted Hotels (as defined below), call upon, solicit, divert, take away or attempt to call upon, solicit, divert or take away any existing or potential customers, suppliers or accounts of the Acquiror Companies, the Target Company or the Related Entities or their respective businesses in connection with any business substantially similar to the Business;\n(ii) hire or attempt to hire, for himself or on behalf of any other person, any present or future employee of the Acquiror Companies, the Target Company or any Related Entity; or\n(iii) own, lease, maintain, operate, franchise, license, manage, invest in or provide financing for, or give any advice to any person, firm, partnership, association, venture, corporation or other entity owning an interest in or engaging, directly or indirectly, in the management or operation of, (A) any Hilton Garden, Courtyard by Marriott or Doubletree Club hotel wherever located or (B) any other Upscale Hotel (as defined below) or Extended Stay Hotel (as defined below) located in the United States, Canada, Mexico or the Caribbean within a ten (10)-mile radius of any hotel now or hereafter operated under the \"Wyndham,\" \"ClubHouse,\" or \"Homegate\" brand, except for any such activity conducted for or on behalf of, or in conjunction with, any of the Acquiror Companies or, in the case of clause (B), Permitted Hotels (as defined below); provided, that if a hotel operated under the \"Wyndham,\" \"ClubHouse,\" or \"Homegate\" brand is announced for a location that is within a ten (10)-mile radius of any hotel that prior to the date of such announcement was in operation and is owned, managed or operated by any such entity in which Samples has also prior to such date commenced involvement of a type that would otherwise be restricted by clause (B), then this clause (iii) shall not require Samples to cease such involvement; or\n(iv) enter into any contract or make any commitment to take any action that is restricted by clauses (i), (ii) or (iii) above.\n(d) As used in the foregoing provisions, (i) the term \"Upscale Hotel\" shall mean any hotel or other lodging facility that is a full service hotel or facility of a type that is treated or classified as an \"upscale hotel\" or as part of the \"upscale segment\" of the lodging industry by Smith Travel Research or, if such a classification is not available from Smith Travel Research, by a similar reputable hotel industry service; (ii) the term \"Extended Stay Hotel\" shall mean any hotel or other lodging facility that derives the majority of its business from guests who stay three consecutive nights or longer or that is of a type that is treated or classified as an \"extended stay hotel\" or as part of the \"extended stay segment\" of the lodging industry by Smith Travel Research or, if such a classification is not available from Smith Travel Research, by a similar reputable hotel industry service and (iii) \"Permitted Hotels\" shall mean, collectively, (A) the hotel in Wichita, Kansas operated as of the date hereof as the Wichita Airport Hilton and (B) the hotel in Peoria, Illinois operated as of the date hereof as the Pere Marquette, (C) any upscale all-suites hotel located or to be located adjacent to the Sprint campus in Overland Park, Kansas, (D) the Holiday Inn in Topeka, Kansas, so long as managed under a management contract by Samples or any entity controlled by Samples; (E) if so provided by Section 2(e) below, any three (3) other hotels that, at the time that Samples owns, leases, operates, franchises, licenses, manages, invests in or gives advice in respect of such hotels, have been open and in operation for at least one (1) years, provided that this clause (E) and the similar provision of the Non-Competition and Non-Disclosure Agreement of David H. Aull of even date herewith shall collectively not authorize more than a total of three hotels; (F) the Broadway Plaza Suites in Kansas City, Missouri and (G) any Extended Stay Hotel at a specified site if (x) Samples has offered in writing to Acquiror or its designee to develop for Acquiror or such designee an Extended Stay Hotel at such site as a Homegate brand (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates) Extended Stay Hotel in accordance with the procedure set forth below and (y) Acquiror or its designee has either advised Samples that it does not wish to have an Extended Stay Hotel developed at such site as a Homegate (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates) or failed to respond within the time period set forth below. In the case of clause (G) above, Samples' offer shall include a reasonably detailed proposal for the development of the site as an Extended Stay Hotel. Acquiror or its designee shall be given at least thirty (30) days to evaluate such offer and respond to Samples. If Acquiror or its designee fails to respond within such thirty (30) day period or advises Samples that it does not wish to have an Extended Stay Hotel developed at such site as a Homegate (or other extended stay brand maintained by Acquiror, Target Company or their respective affiliates), Samples may develop an Extended Stay Hotel on such site with another party if construction of such Extended Stay Hotel is commenced within 180 days thereafter and is pursued with reasonable diligence thereafter.\n(e) If, by July 1, 1998, Samples has not entered into an agreement with the Acquiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the definition of Permitted Hotels in Section 2(d) above shall include clause (E) thereof from and after such date. As used in the preceding sentence and in Section 2(f) below, an \"affiliate\" of any person means any other person controlling, controlled by, or under common control with, such first person.\n(f) If, by July 1, 1998 (if the merger of Acquiror into Patriot Hospitality, Inc. provided for in the Patriot-Acquiror Merger Agreement (as defined in the Merger Agreement) (the\"Patriot-Acquiror Merger\") has not occurred by that date) or one (1) year after the closing of the Patriot-Acquiror Merger (if such merger has occurred prior to July 1, 1998), Samples has not entered into an agreement with the Acquiror (or any successor to or affiliate of the Acquiror or any such successor) concerning the development, franchise or operation of a hotel, then upon such date the term of the Restricted Period automatically shall be reduced from five (5) to three (3) years.\n(g) Except as otherwise expressly permitted hereby, the covenants in this Section 2 are intended to restrict Samples from competing in any manner with the Acquiror Companies, the Target Company and the Related Entities or the Business in the activities that have heretofore been carried on by the Acquiror Companies, the Target Company and the Related Entities. The obligations set forth in this Section above shall apply to actions by Samples, whether taken directly or indirectly, through any form of ownership, and whether as principal, officer, director, agent, employee, employer, consultant, stockholder or holder of any equity security (beneficially or as trustee of any trust), lender, partner, joint venturer or in any other individual or representative capacity whatsoever. However, none of the foregoing shall prevent Samples from (i) being the holder of up to 5% in the aggregate of any class of securities of any corporation engaged in the activities described above, provided that such securities are listed on a national securities exchange or reported on NASDAQ or (ii) being the holder of non-convertible debt securities of any entity.\n3. Enforcement of Covenants. Samples acknowledges that a violation or attempted violation of any of the covenants and agreements in Section 2 above will cause such damage to the Acquiror Companies, the Target Company and the Related Entities as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, Samples agrees that each of the Acquiror Companies and the Target Company and any Related Entity shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of such covenants and agreements by Samples, or the employees, partners or agents of Samples, as well as recover from Samples any and all costs and expenses sustained or incurred by the Acquiror Companies and the Target Company and the Related Entities in obtaining such an injunction, including, without limitation, reasonable attorneys' fees. Samples agrees that no bond or other security shall be required in connection with such injunction. Samples further agrees that the Restricted Period shall be tolled during any period of violation thereof by Samples. Any exercise by any one or more of the Acquiror Companies and the Target Company and the Related Entities of their respective rights pursuant to this Section 3 shall be cumulative and in addition to any other remedies to each of them may be entitled.\n4. Intellectual Property. Samples recognizes and agrees that, on and after the date hereof, he will not have the right to use for his own account any of the service marks, trademarks, trade names, licenses, labels, trade secrets or customers' lists owned by or licensed to the Acquiror Companies, the Target Company or any of the Related Entities.\n5. Consideration. As consideration for Samples' agreements provided herein, the Acquiror agrees to pay to Samples the total sum of $500,000, which amount shall be payable by wire transfer of immediately available funds on the date hereof. Samples also acknowledges and agrees that, in addition thereto, he has received substantial consideration and benefit, direct and indirect, pursuant to the Merger and the other transactions contemplated by the Merger Agreement.\n6. Validity. Samples acknowledges and agrees that each of the covenants contained herein is a reasonable limitation as to time, geographical area and scope of activity to be restrained and does not impose a greater restraint than is necessary to protect the goodwill or other interests of the Acquiror Companies and the Target Company and the Related Entities. To the extent permitted by applicable law, if it should ever be held that any provision contained herein does not contain reasonable limitations as to time, geographical area or scope of activity to be restrained, then the court so holding shall at the request of any of the Acquiror Companies or the Target Company or any Related Entity reform such provisions to the extent necessary to cause them to contain reasonable limitations as to time, geographical area and scope of activity to be restrained and to give the maximum permissible effect to the intentions of the parties as set forth herein; and the court shall enforce such provisions as so reformed. If, notwithstanding the foregoing, any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or enforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically by the Acquiror and the Target Company as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and the parties hereby agree to such provision.\n7. Waiver of Breach. The waiver by any party to this Agreement of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.\n8. Tax Reporting. The parties hereby expressly agree that the consideration given and received pursuant to this Agreement shall, for income tax purposes, be reported as amounts paid for a covenant not to compete. The parties acknowledge that Samples shall be solely responsible for the payment of any federal, state or local taxes arising from his receipt of the consideration under this Agreement.\n9. Notice. Any notice, request, instruction, document or other communication to be given hereunder by any party hereto to any other party hereto shall be in writing and validly given if (i) delivered personally, (ii) sent by telecopy, (iii) delivered by overnight express, or (iv) sent by registered or certified mail, postage prepaid, as follows:\nIf to Acquiror or the Target Company:\nWyndham Hotel Corporation/ClubHouse Hotels, Inc.\n2001 Bryan Street\nSuite 2300\nDallas, TX 75201\nAttention: Legal Department\nFacsimile No. (214) 863-1262\nIf to Samples:\nMr. Roland W. Samples\n11230 College Boulevard, Suite 130\nOverland Park, Kansas 66210-2700\nFacsimile No. (913) 451-6072\nor at such other address for a party as shall be specified by like notice. Any notice which is delivered personally, or sent by telecopy or overnight express in the manner provided herein shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party. Any notice which is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the third day after the day it is so placed in the mail.\n10. Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and supersedes all prior negotiations and written, oral or implied representations, warranties, commitments, offers, contracts and understandings between the parties with respect to such matters. No modification or amendment of any of the terms, conditions or provisions in this Agreement may be made otherwise than by written agreement signed by the parties hereto, except as provided in Section 6 hereof.\n11. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns; provided, however, that the obligations herein of Samples may not be delegated or assigned, and any purported delegation or assignment by Samples in violation of this Section 11 shall be null and void. Samples hereby acknowledges and agrees that the Acquiror Companies and Related Entities, and any other entity now or hereafter owning or operating any hotel operated under the \"Wyndham,\" \"ClubHouse\" or \"Homegate\" brand, are intended beneficiaries of the provisions hereof, notwithstanding the fact that such entities may not be parties hereto, and shall be entitled to enforce the provisions hereof as if they were parties hereto.\n12. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.\n13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED, AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO\nITS CHOICE OF LAW PRINCIPLES).\n14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts together shall constitute one and the same instrument.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\n/s/ ROLAND W. SAMPLES\nRoland W. Samples\nWYNDHAM HOTEL CORPORATION, a Delaware corporation\nBy: /s/ MICHAEL SILVERMAN\nName: Michael Silverman\nTitle: Authorized Agent\nCLUBHOUSE HOTELS, INC.\na Kansas corporation\nBy: /s/ ROLAND W. SAMPLES\nName: Roland W. 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(\"OACIS\") and Science Applications International Corporation (\"SAIC\") as of November 4th, 1998 (the \"EFFECTIVE DATE\").\n1. As used herein, \"CONFIDENTIAL INFORMATION\" shall mean any and all technical and non-technical information provided by either party to the other, including but not limited to (a) patent and patent applications, (b) trade secret, and (c) proprietary information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.\n2. Each party agrees that at all times until termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. Notwithstanding the above, the party to whom Confidential Information was disclosed (the \"RECIPIENT\") shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Recipient provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.\n3. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party.\n4. Each party's obligations under this Agreement with respect to any portion of the other party's Confidential Information shall terminate when the Recipient can document that: (a) it was in the public domain at the time it was communicated to the Recipient by the other party; (b) it entered the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient; (c) it was in the Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the other party or (e) it was communicated by the other party to an unaffiliated third party free of any obligation of confidence.\n5. Upon termination or expiration of the Agreement, or upon written request of the other party, each party shall promptly destroy or return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof. The Recipient agrees to destroy all documents, memoranda, notes and other writings whatsoever prepared by the Recipient or its employees or representatives based on the information contained in the Confidential Information (except for references or summaries appearing in minutes or corporate records).\n6. In addition, each party agrees that it will not (and direct its employees and representatives not to) disclose (i) to any person either the fact that discussions or negotiations are taking place concerning one or more possible transactions between the parties or (ii) any of the terms, conditions or other facts with respect to any such possible transactions, including the status thereof.\n7. Although the disclosing party has endeavored to include in the Confidential Information, information known to it which it believes to be relevant for the purpose of the Recipient's investigation of a potential transaction, the Recipient acknowledges and agrees that neither the disclosing party nor any of its employees or representatives have made or make any representations or warranty as to the accuracy or completeness of all or any portion of the Confidential Information. The Recipient agrees that neither the disclosing party nor any of its employees or representatives shall have any liability to the Recipient or any of the Recipient's employees or representatives resulting from the use of, or conclusions arising from, the Confidential Information.\n8. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information to the other party.\n9. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party.\n10. Nothing contained herein shall imply any obligations of either party to proceed with a transaction between the parties, and each party reserves the right to terminate the discussions contemplated hereunder, with or without cause, without any liability for such termination.\n11. This Agreement shall terminate three (3) years after the Effective Date and shall be binding upon the Recipient's heirs, successors and assigns.\n12. This Agreement shall be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. This Agreement may not be amended except by a writing signed by both parties hereto.\n13. Each party acknowledges that its breach of the Agreement will cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. Additionally, in the event of a breach by the Recipient, the disclosing party shall be entitled to recover the costs of enforcing this Agreement including, without limitation reasonable attorneys' fees.\n14. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.\n15. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.\n16. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.\n17. Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any\nsuch data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.\n18. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.\n19. Each of the parties agrees that the software programs of the other party contain valuable confidential information and each party agrees it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party without the prior written consent of the other party.\n20. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument.\nIN WITNESS WHEREOF, the parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date.\nOACIS HEALTHCARE SYSTEMS CORP. SCIENCE APPLICATIONS INTERNATIONAL\nCORPORATION\nBy: /s/ Stephen Ghiglieri By: /s/ K. J. Houston\n------------------------ ----------------------------\nName: /s/ Stephen Ghiglieri Name: /s/ K. J. Houston\n---------------------- --------------------------\nDate: November 4, 1998 Date: November 4, 1998\n---------------------- --------------------------\nAddress: The Oacis Building Address: 10260 Campus Point Drive\n1101 Fifth Avenue San Diego, CA 92121\nSan Rafael, CA 94901\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 249 - ], - [ - 250, - 427 - ], - [ - 427, - 463 - ], - [ - 463, - 485 - ], - [ - 485, - 1251 - ], - [ - 1252, - 1673 - ], - [ - 1673, - 2109 - ], - [ - 2109, - 2421 - ], - [ - 2422, - 2576 - ], - [ - 2577, - 2754 - ], - [ - 2754, - 2855 - ], - [ - 2855, - 3002 - ], - [ - 3002, - 3149 - ], - [ - 3149, - 3320 - ], - [ - 3320, - 3431 - ], - [ - 3432, - 3702 - ], - [ - 3702, - 4004 - ], - [ - 4005, - 4119 - ], - [ - 4119, - 4271 - ], - [ - 4271, - 4397 - ], - [ - 4398, - 4880 - ], - [ - 4880, - 5161 - ], - [ - 5162, - 5573 - ], - [ - 5573, - 5749 - ], - [ - 5750, - 5877 - ], - [ - 5877, - 6176 - ], - [ - 6177, - 6454 - ], - [ - 6455, - 6603 - ], - [ - 6604, - 6750 - ], - [ - 6750, - 6834 - ], - [ - 6835, - 7118 - ], - [ - 7118, - 7320 - ], - [ - 7321, - 7742 - ], - [ - 7743, - 7866 - ], - [ - 7867, - 8009 - ], - [ - 8010, - 8164 - ], - [ - 8165, - 8371 - ], - [ - 8372, - 8762 - ], - [ - 8762, - 8901 - ], - [ - 8902, - 9268 - ], - [ - 9269, - 9475 - ], - [ - 9476, - 9604 - ], - [ - 9605, - 9636 - ], - [ - 9636, - 9670 - ], - [ - 9671, - 9682 - ], - [ - 9683, - 9709 - ], - [ - 9709, - 9730 - ], - [ - 9731, - 9756 - ], - [ - 9756, - 9784 - ], - [ - 9785, - 9813 - ], - [ - 9813, - 9836 - ], - [ - 9837, - 9860 - ], - [ - 9860, - 9886 - ], - [ - 9887, - 9932 - ], - [ - 9933, - 9956 - ], - [ - 9956, - 9982 - ], - [ - 9983, - 10026 - ], - [ - 10026, - 10044 - ], - [ - 10045, - 10082 - ], - [ - 10083, - 10103 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 20 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2, - 3, - 4, - 5 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 14, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 6 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001011671/000093639299000246/0000936392-99-000246.txt" - }, - { - "id": 444, - "file_name": "1021086_0000950162-99-000581_document_3.txt", - "text": "NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT\nNON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the \"Agreement\"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation (\"CompuCom\"), and ENTEX Information Services, Inc., a Delaware corporation (\"Seller\").\nRECITALS\nWHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the \"Asset Purchase Agreement\");\nWHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement;\nNOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows:\nARTICLE I\nDEFINITIONS\n1.1 For purposes of this Agreement, the following terms have the following meanings:\n(1) \"Configuration\" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term \"Configuration\" shall not include installation of a computer or related hardware at a customer site.\n(2) \"Non-Competition Period\" means the period commencing on May 12, 1999 and ending on May 11, 2000.\n(3) \"Product\" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell.\n(4) \"Product Business\" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term \"Product Business\" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration.\n(5) \"Outsourcing and Professional Services\" means (a) consulting, system migrations, project management, other services typically referred to as \"high-end\" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Outsourcing and Professional Services agreements.\n(6) \"Service Accounts\" means the customer accounts of Seller listed on Exhibits B and C hereto.\n(7) \"Services\" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term \"Services\" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers.\n(8) \"Subsidiary,\" with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person.\nCapitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement.\nARTICLE II\nAGREEMENT TO COOPERATE\nSubject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such account (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which such Services and Products were delivered to such account prior to Closing and (ii) each party's representative will be permitted to call on such account.\nARTICLE III\nAGREEMENT NOT TO COMPETE\n3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition Period Seller will not, and will not permit any of its Subsidiaries to:\n(i) engage in the Product Business;\n(ii) encourage any Service Account to specify a party other than CompuCom to provide Products and image load/configurations to such Service Account; or\n(iii) solicit, entice or induce any employee of CompuCom or any Subsidiary of CompuCom to terminate his or her employment with CompuCom or any Subsidiary of CompuCom or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of CompuCom or any Subsidiary of CompuCom.\n(b) Seller agrees that during the Non-Competition Period Seller will, and will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers.\nNotwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements (\"SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the immediately preceeding sentence (B) to refer orders for Products for delivery outside the United States to comply with Seller's obligations under Seller's international alliance agreements and (C) to perform initial on-site image load/configuration and augmentation in a manner consistent with Seller's current business practices, provided that Seller agrees that during the Non-Competition Period, it will not actively encourage any Services customer to move its initial image load/configuration business from CompuCom's configuration facilities to the customer`s site.\n3.2 CompuCom's Agreement. (a) CompuCom agrees that during the Non-Competition Period CompuCom will not, and will not permit any of its Subsidiaries to:\n(i) provide any Services to any account listed on Exhibit B hereto;\n(ii) provide any Services to any account listed on Exhibit C hereto except to the extent provided for in such Exhibit; or\n(iii) except as contemplated by the Asset Purchase Agreement, solicit, entice or induce any employee of Seller or any Subsidiary of Seller to terminate his or her employment with Seller or any Subsidiary of Seller or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of Seller or any Subsidiary of Seller.\nNotwithstanding the foregoing, CompuCom shall be permitted to provide Services under any \"request for proposal\", bid, contract or statement of work submitted by CompuCom to the applicable potential customer prior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to the reasonable request of Seller, evidence and shall have the burden of proving, that the applicable \"request for proposal\", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999.\n(b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades.\nARTICLE IV\nAcceptance of Product Orders\nCompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract.\nARTICLE V\nNON-DISCLOSURE\n5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing:\n(a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and\n(b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information.\nAs used in this Agreement, the terms \"CompuCom's Confidential Information\" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer.\nNotwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that such third parties shall agree to preserve the confidentiality of such information.\n5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees that unless otherwise required by law, from and after the Closing:\n(a) CompuCom shall cooperate with Seller at Seller's expense to protect and safeguard all of Seller's Confidential Information;\n(b) CompuCom shall not, directly or indirectly, use, sell, license, publish, disclose or otherwise transfer or make available to others any of Seller's Confidential Information; and\n(c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller.\nAs used in this Agreement, the terms \"Seller's Confidential Information\" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business in-cluding, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers.\nARTICLE VI\nMISCELLANEOUS\n6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by facsimile and confirmed by return facsimile, or five business days after being mailed by first-class mail, postage prepaid in each case to the applicable addresses set forth below:\nIf to Seller, to:\nENTEX Information Services, Inc.\nSix International Drive\nRye Brook, N.Y. 10573\nFacsimile No.: (914) 935-3720\nAttention: Lynne A. Burgess, Esq.,\nSenior Vice President and General Counsel\nwith a copy (which shall not constitute notice to Seller) to:\nCahill Gordon & Reindel\n80 Pine Street\nNew York, NY 10005\nFacsimile No.: (212) 269-5420\nAttention: Gerald S. Tanenbaum, Esq.\nIf to CompuCom, to:\nCompuCom Systems, Inc.\n7171 Forest Lane\nDallas, Texas 75230\nFacsimile No.: (972) 856-5395\nAttention: Ms. Lazane Smith,\nSenior Vice President\nand Chief Financial Officer\nwith a copy (which shall not constitute notice to CompuCom) to:\nStrasburger & Price, L.L.P.\n901 Main Street, Suite 4300\nDallas, Texas 75202\nFacsimile No.: (214) 651-4330\nAttention: Frederick J. Fowler, Esq.\nor to such other address as such party shall have designated by notice so given to each other party.\n6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto.\n6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable.\n6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement.\n6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.\n6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.\n6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.\n6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible.\n6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.\n6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof.\n6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.\n6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of the payment of such referral fees in good faith.\nIN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.\nCOMPUCOM SYSTEMS, INC.\nBy: /s/ M. Lazane Smith\n----------------------------------------\nName: Lazane M. Smith\nTitle: Senior Vice President and\nChief Financial Officer\nENTEX INFORMATION SERVICES, INC.\nBy: /s/ Kenneth A. Ghazey\n---------------------------------------\nName: Kenneth A. 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] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001021086/000095016299000581/0000950162-99-000581.txt" - }, - { - "id": 446, - "file_name": "1023734_0000912057-96-023266_document_16.txt", - "text": "NAVIDEC, INCORPORATED\nTRADE SECRET/NON-DISCLOSURE AGREEMENT\nIn consideration of the mutual promises made herein, as well as the agreement between Navidec, Incorporated and _______________ , the parties hereby agree as follows:\n____________________ , agrees that, in consideration for being shown or told about certain trade secrets or property belonging to Navidec, Incorporated, ____________________, shall not disclose or cause to be disclosed, disseminated or distributed any information concerning said trade secret or property to any person, entity, business or other individual or company without the prior written permission of Navidec, Incorporated.\nFurther, ___________________ , agrees not to use, either directly or indirectly any of the material, ideas, objects or portions thereof of said trade secret or property disclosed by Navidec, Incorporated in any manner whatsoever without the prior written consent of Navidec, Incorporated.\nAny dispute that arises hereunder shall be resolved by arbitration pursuant to the rules of the American Arbitration Association or the rules of the State of Colorado.\nIn the event that any litigation or arbitration is commenced to enforce any of the provisions of this agreement, the prevailing party of said litigation shall be entitled to all costs thereof including reasonable attorney's fees.\nThis agreement shall be governed by and interpreted in accordance without the laws of the State of Colorado.\nEXECUTED this _____________ day of __________________ 1996, in Englewood, in the State of Colorado.\nNavidec, Incorporated\n(Signature of Agreeing Party)\n", - 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(\"Novell\") and the \"Company\" identified above agree to the following terms and conditions. The terms Discloser and Recipient as used herein apply to both parties to this Agreement in their respective roles as discloser of Confidential Information and recipient of Confidential Information.\n1. Confidential Information. The \"Confidential Information\" of the respective pathos disclosed under this Agreement is described as follows:\nNovell: Any information and materials disclosed in relation to a potential business transaction between the parties.\nCompany: Any information and materials disclosed in relation to a potential business transaction between the parties.\nConfidential Information may be disclosed in oral/verbal or tangible form. Discloser shall mark all Confidential Information disclosed in tangible form with a restrictive legend. Designated below is each party's representative for coordinating the exchange of Confidential Information.\n2. Obligation of Confidentiality. For a period of three (3) years from the date of disclosure, Recipient agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of Discloser's Confidential Information as it uses with its own similar information that it does not wish to disclose publish, or disseminate, but in no event shall Recipient use less than reasonable care to protect Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees and information which may be retained in non-tangible form by persons who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how provided that prior agreement with such parties sufficient to require that party to treat the Confidential Information in accordance with this Agreement.\n3. Exception. No obligation of confidentiality applies to a Confidential Information that Recipient can show: (i) is or becomes, publicly available without breach of this Agreement but only from such date as it becomes so available; (ii) was rightfully in the possession of Recipient without obligation confidentiality prior to receipt thereof from Discloser (iii) was rightfully disclosed to Recipient by a third party with obligation of confidentiality; (iv) is independently developed Recipient without use of the Confidential Information; or (v) disclosed by Recipient with Discloser's prior written consent.\n4. Recipient may use the Confidential Information solely for evaluation purposes in connection with Recipient business discussions with Discloser. If software is provided Recipient under this Agreement, Recipient agrees not to reverse compile or disassemble the software to discover the human perceivable portions of the code.\n5. Ownership: All Confidential Information remains the property of Disclosure and/or its licensors.\n6. Freedom of Use. Notwithstanding anything to the contrary, Recipient shall be free to use for any purposes the Residuals resulting from access to or work with Discloser's Confidential Information. However, the foregoing does not give Recipient the right to disclose (except as set forth in Section 3) the financial, statistical, or personnel information or the business plans of Discloser, and the foregoing shall not be deemed to grant to either party a license under the other party's copyright or patents. The term \"Residuals\" means information which may be retained in non-tangible form by person who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment or reassignment of personnel.\nExcept as otherwise provided in this Agreement, the parties acknowledge that the communications hereunder will not serve to impair the right of either party to independently develop, make, use, procure or market products or services now or in the future that may be similar to or competitive with those offered by Discloser, nor require Recipient to disclose any planning or other information to Discloser. This Section shall survive termination of this Agreement.\n7. Termination. This Agreement shall begin on the Effective Date above. Either party may terminate this Agreement upon written notice to the other. Upon termination of this Agreement, or earlier upon Discloser's request, Recipient shall promptly return or destroy all documents and tangible items in its possession which contain any part of the Confidential Information of Discloser. In the event of termination of this Agreement, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms.\n8. Disclaimer. All Confidential Information is provided \"AS IS\", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent or warrant the accuracy or completeness of the Confidential Information, that it will release any product related to the Confidential Information, or that target dates will be met. The entire risk arising out of the use of the Confidential Information remains with Recipient. Discloser may change or cancel its plans at any time.\n9. Limitation of Liability. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF RECIPIENTS USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION.\n10. General.\na. This Agreement shall be governed and construed in accordance with the laws of Utah (without regard to conflicts of laws provisions). In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to an award of its costs and reasonable attorneys' fees. The parties agree that Utah state and federal courts shall have jurisdiction and venue in any such proceeding.\nb. Export Constraints. Recipient certifies that the Confidential Information will only be used for the purposes expressly stated herein and will not be rented, leased, sold, sublicensed, assigned, or otherwise transferred. Recipient shall adhere to the U.S. Export Administration laws and regulations and shall not export or re-export any technical data or products received from Discloser or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. government.\nc. Neither party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent, which shall not be unreasonably withheld. The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by the terms and conditions.\nFurther, they agree that the complete and exclusive statement of the agreement between the parties relating to this subject shall consist of this Agreement. Any reproduction of this Agreement by reliable means will be considered an original of this document. This Agreement is executed in English.\nCOMPANY: SILVERSTRAM SOFTWARE, INC.\nSIGNATURE: /s/ Craig Dynes\nNAME: CRAIG DYNES\nTITLE: VP/CFO\nDATE: January 30, 2002\nNOVELL, INC.\nSIGNATURE: /s/ Bill Smith\nNAME: BILL SMITH\nTITLE: VP, MERGERS & ACQUISITIONS\nDATE: January 30, 2002\n", - "spans": [ - [ - 0, - 38 - ], - [ - 39, - 71 - ], - [ - 72, - 103 - ], - [ - 104, - 129 - ], - [ - 130, - 146 - ], - [ - 147, - 166 - ], - [ - 167, - 188 - ], - [ - 189, - 205 - ], - [ - 206, - 213 - ], - [ - 213, - 233 - ], - [ - 233, - 247 - ], - [ - 248, - 271 - ], - [ - 272, - 289 - ], - [ - 290, - 297 - ], - [ - 297, - 311 - ], - [ - 312, - 517 - ], - [ - 517, - 715 - ], - [ - 716, - 745 - ], - [ - 745, - 856 - ], - [ - 857, - 865 - ], - [ - 865, - 973 - ], - [ - 974, - 1091 - ], - [ - 1092, - 1167 - ], - [ - 1167, - 1271 - ], - [ - 1271, - 1377 - ], - [ - 1378, - 1412 - ], - [ - 1412, - 1831 - ], - [ - 1831, - 2235 - ], - [ - 2236, - 2250 - ], - [ - 2250, - 2346 - ], - [ - 2346, - 2469 - ], - [ - 2469, - 2595 - ], - [ - 2595, - 2692 - ], - [ - 2692, - 2782 - ], - [ - 2782, - 2848 - ], - [ - 2849, - 2996 - ], - [ - 2996, - 3175 - ], - [ - 3176, - 3275 - ], - [ - 3276, - 3475 - ], - [ - 3475, - 3787 - ], - [ - 3787, - 4028 - ], - [ - 4028, - 4133 - ], - [ - 4134, - 4541 - ], - [ - 4541, - 4598 - ], - [ - 4599, - 4615 - ], - [ - 4615, - 4671 - ], - [ - 4671, - 4747 - ], - [ - 4747, - 4983 - ], - [ - 4983, - 5141 - ], - [ - 5142, - 5157 - ], - [ - 5157, - 5265 - ], - [ - 5265, - 5475 - ], - [ - 5475, - 5570 - ], - [ - 5570, - 5623 - ], - [ - 5624, - 5652 - ], - [ - 5652, - 5833 - ], - [ - 5833, - 5915 - ], - [ - 5916, - 5928 - ], - [ - 5929, - 6065 - ], - [ - 6065, - 6216 - ], - [ - 6216, - 6326 - ], - [ - 6327, - 6350 - ], - [ - 6350, - 6550 - ], - [ - 6550, - 6891 - ], - [ - 6892, - 7063 - ], - [ - 7063, - 7188 - ], - [ - 7189, - 7346 - ], - [ - 7346, - 7448 - ], - [ - 7448, - 7486 - ], - [ - 7487, - 7522 - ], - [ - 7523, - 7549 - ], - [ - 7550, - 7567 - ], - [ - 7568, - 7581 - ], - [ - 7582, - 7604 - ], - [ - 7605, - 7617 - ], - [ - 7618, - 7643 - ], - [ - 7644, - 7660 - ], - [ - 7661, - 7694 - ], - [ - 7695, - 7717 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 37, - 39 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 18, - 19, - 20, - 21 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 22, - 23 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 43, - 48 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 29, - 33, - 42 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 47 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-4": { - "choice": "Contradiction", - "spans": [ - 35, - 38, - 39, - 40, - 62 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001042282/000089322002000791/0000893220-02-000791.txt" - }, - { - "id": 452, - "file_name": "1043003_0000950170-98-000097_document_12.txt", - "text": "NON-DISCLOSURE REQUIREMENTS\nPursuant to the Agreement to which this Exhibit B is annexed, Company may be disclosing to Independent Contractor certain confidential business plans, development plans, reports, financial information, design documents, specifications, programmer notes, software (its own and/or third party), and/or other information, whether or not so identified (together with any notes, analyses, compilations, studies, or other documents that are based upon, contain, or otherwise reflect such information, the \"Confidential Information,\" which shall include this Agreement). The parties agree as follows with respect to treatment of the Confidential Information:\n1. Independent Contractor shall use the Confidential Information solely for the purpose of performing the Services specified in the applicable SOW and not for any other purpose. Except to the extent permitted by Section 3 below, Independent Contractor will not disclose the Confidential Information, in whole or in part, to any other party. In fulfilling its obligations under this Agreement, Independent Contractor shall use at least the same standard of care it uses to protect its own information of similar kind, but not less than a reasonable standard of care.\n2. The term \"Confidential Information\" shall be deemed not to include information which (i) is or becomes generally available to the public other than (a) as a result of a disclosure by Independent Contractor or any other person who directly or indirectly receives such information from the Independent Contractor or (b) in violation of a confidentiality obligation to the Company known to Independent Contractor or (ii) is or becomes available to Independent Contractor on a non-confidential basis from a source which is entitled to disclose it to Independent Contractor or (iii) is independently developed by Independent Contractor without benefit of the Confidential Information.\n3. In the event that Independent Contractor is required by law or by interrogatories, requests for information or documents, subpoena, Civil Investigative Demand, or similar process to disclose any information supplied to Independent Contractor pursuant to the Agreement, including without limitation the Confidential Information or any other information the disclosure of which is restricted by the terms of this Exhibit B, Independent Contractor will provide the Company with prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order. If, in the absence of a protective order, Independent Contractor is nonetheless, in the written opinion of its counsel (which shall be forwarded to the Company upon request), compelled to disclose Confidential Information or any other information the disclosure of which is restricted by the terms of this Exhibit B to any tribunal or else stand liable for contempt or suffer other material censure or penalty, Independent Contractor may disclose only that portion of the Confidential Information or other information which it is advised in writing by its counsel (which shall be forwarded to the Company upon request) is so legally compelled and Independent Contractor will exercise its best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.\n4. All Confidential Information disclosed by the Company to Independent Contractor shall be and shall remain the Company's property. Upon termination of the Agreement, Independent Contractor shall redeliver all tangible Confidential Information furnished by the Company. Except to the extent Independent Contractor is advised in writing by counsel that such action is prohibited by law, Independent Contractor will also destroy all written material, memoranda, notes, and other writings or recordings whatsoever prepared by it based upon, containing, or otherwise reflecting any Confidential Information. Any Confidential Information that is not returned or destroyed, including without limitation any oral Confidential Information, shall remain subject to the confidentiality obligations set forth in this Exhibit B.\n5. Independent Contractor acknowledges and agrees that money damages would not be a sufficient remedy for any breach of this Exhibit B by Independent Contractor and that the Company shall be entitled to specific performance, including without limitation injunctive relief, as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Exhibit B but shall be in addition to all other remedies available at law or equity. Independent Contractor agrees to reimburse the Company for costs and expenses (including without limitation attorneys' fees) incurred by the Company in connection with the enforcement of this Exhibit B.\n6. If any provision of this Exhibit B is not enforceable in whole or in part, the remaining provisions of this Exhibit B shall not be affected thereby. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.\n", - "spans": [ - [ - 0, - 27 - ], - [ - 28, - 592 - ], - [ - 592, - 679 - ], - [ - 680, - 858 - ], - [ - 858, - 1021 - ], - [ - 1021, - 1245 - ], - [ - 1246, - 1334 - ], - [ - 1334, - 1397 - ], - [ - 1397, - 1563 - ], - [ - 1563, - 1662 - ], - [ - 1662, - 1821 - ], - [ - 1821, - 1928 - ], - [ - 1929, - 2528 - ], - [ - 2528, - 3324 - ], - [ - 3325, - 3458 - ], - [ - 3458, - 3596 - ], - [ - 3596, - 3930 - ], - [ - 3930, - 4142 - ], - [ - 4143, - 4449 - ], - [ - 4449, - 4612 - ], - [ - 4612, - 4814 - ], - [ - 4815, - 4967 - ], - [ - 4967, - 5239 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Contradiction", - "spans": [ - 15, - 16 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 1 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 1 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 11 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 8, - 9, - 10 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 3 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001043003/000095017098000097/0000950170-98-000097.txt" - }, - { - "id": 455, - "file_name": "1050277_0001047469-99-000663_document_7.txt", - "text": "NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT\nThis is to confirm that each of the named signatories, separately and individually and their associates hereby agree that his/her corporation(s), division(s), employees, agents and/or consultants will not disclose, make contact with or otherwise be involved in any transaction involving that certain proprietary information and/or client(s), merchant(s), customer(s) has been disclosed by the following companies;\nConsumers On-Line Development Group, Inc., C.O.L.D.\nConsumer Net Partners C.N.P.\nConsumer Net Marketplace C.N.M.\nCNM Network C.N.M.N.\nSportCenter Partners S.C.P.\nSportCenter On-Line S.C.O.L.\nhereinafter referred to as the \"THE COMPANIES\", which is hereby made a part hereto this agreement, without the express approval of THE COMPANIES. I/we further agree that in consideration of that certain information of this agreement that I/we fully agree to hold all information confidential and that such information will remain the express property of THE COMPANIES.\nIt is understood that this agreement is a reciprocal one between the signatories concerning the exchange of privileged information and contacts and will be held as confidential unless otherwise released or agreed as to the release only in written documentation by THE COMPANIES.\nIt is also understood that a signatory cannot be considered or adjudged to be in violation of this agreement when the violation is involuntary, due to the situations beyond his/her control: examples being acts of GOD and/or civil disturbances. Essentially, the spirit behind this agreement is one of mutual trust and confidence, and one of reliance on each other to do what is fair and equitable.\nIt is agreed that any disputes that result between the parties whose signatures appear below shall be submitted to arbitration in accordance with The State of California Code of Procedure. The written determination of the arbitration shall be final, binding, and conclusive on the parties.\nIf either party sues the other party to enforce any of the terms of this agreement, the prevailing party shall, in addition to all other damages, be entitled to recover any and all legal fees incurred.\nIN REPRESENTATION OF:\n------------------------- -------------------------\nTHE COMPANIES FREDRICK J. RICE\nIN REPRESENTATION OF:\n------------------------- -------------------------\nDATE\n* All parties hereto of this agreement for any and all international rules and or laws governing Non-Circumvention as to this agreement.\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 458 - ], - [ - 459, - 510 - ], - [ - 511, - 539 - ], - [ - 540, - 565 - ], - [ - 565, - 571 - ], - [ - 572, - 592 - ], - [ - 593, - 620 - ], - [ - 621, - 649 - ], - [ - 650, - 796 - ], - [ - 796, - 1018 - ], - [ - 1019, - 1297 - ], - [ - 1298, - 1542 - ], - [ - 1542, - 1694 - ], - [ - 1695, - 1884 - ], - [ - 1884, - 1984 - ], - [ - 1985, - 2186 - ], - [ - 2187, - 2205 - ], - [ - 2205, - 2208 - ], - [ - 2209, - 2235 - ], - [ - 2235, - 2260 - ], - [ - 2261, - 2291 - ], - [ - 2292, - 2310 - ], - [ - 2310, - 2313 - ], - [ - 2314, - 2340 - ], - [ - 2340, - 2365 - ], - [ - 2366, - 2370 - ], - [ - 2371, - 2507 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001050277/000104746999000663/0001047469-99-000663.txt" - }, - { - "id": 465, - "file_name": "1073090_0001356564-06-000012_sorell10ksbamend2x102.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT & BUSINESS AGREEMENT\n(Contract #: 8C-AN050921-01)\nThis Agreement is made and entered into as of September 21, 2005 between S-CAM Co., LTD duly organized and existing under the law of the Republic of Korea with its place of business at #303, Gyenggi Venture building 1017, Ingae-dong, Paldal-gu, Suwon-si, Gyenggi-do, Korea (hereinafter referred to as \"SCAM\") and ANUBIS Electrinc GmbH, duly organized and existing under the law of the Germany with its principal place of business at Am Langfeld 38, D-66130 Saarbrucken, Germany (hereinafter referred to as \"ANUBIS\") with reference to the following facts:\nWhereas, SCAM (Manufacturer) wishes to appoint ANUBIS the exclusive distributor for the Products in the Territory (as hereinafter defined),\nNow, therefore, in consideration of the premises and mutual covenants contained herein, the parties agree as follows:\nARTICLE 1. DEFINITIONS\nIn this agreement except where the context otherwise requires, the following terms and expressions shall have the following meanings:\n1.1 \"Confidential Information\" means any information, whether written or oral, which ANUBIS learns about SCAM or the Products and which is not generally available to the public or which is labeled by SCAM as confidential.\n1.2 \"Products\" means the item listed in the Schedule and any additional products expressly brought within the scope of this agreement by mutual written consent of the parties.\n1.3 \"Performance Levels\" means the annual minimum sales of the Products for the Sales Territory as set forth in the Schedule or as may be amended by the parties in writing from time to time.\n1.4 \"Sales Price\" means, for Products delivered to the ANUBIS hereunder, an amount in US Dollars, determined from SCAM's current applicable price list for such Product as published by SCAM, in effect September 21, 2005 as mutually agreed by both parties, and which shall only be changed with 30 days prior written notice.\n1.5 \"Sales Territory\" means that geographic area commonly referred to as Whole Europe.\n1.6 \"Schedule\" means that listing attached to this Agreement and made a part hereof which contains certain pertinent provisions of this agreement.\nARTICLE 2. GRANT OF REPRESENTATION\n2.1 EXTENT OF REPRESENTATION RIGHTS. Under the terms and conditions set forth in this agreement, SCAM hereby appoints ANUBIS, and ANUBIS accepts such appointment as the representative to sell the Products to customers in the Sales territory. Unless specifically otherwise authorized in writing by SCAM, ANUBIS shall not directly or indirectly by any means whatsoever contact or solicit any customer or customers outside of Sales Territory or establish any branch or depot for the purpose of selling the Products outside of the Sales Territory.\n2.2 ALL SALES BY ANUBIS COVERED. All Products sold by ANUBIS during the term of this agreement shall be subject to the terms of this agreement.\n2.3 OTHER PRODUCTS. This agreement shall not included, and ANUBIS does not by this agreement obtain, the right to sell any item produced or sold by SCAM except the Product.\n2.4 ANUBIS NOT AGENT. ANUBIS is and shall act as an independent contractor. ANUBIS is not an agent, franchisee, or employee of SCAM and has no power to act for, bind, or otherwise create or assume any obligation on behalf of SCAM for any purpose whatsoever. All financial obligations associated with ANUBIS's business are the sole responsibility of ANUBIS.\nARTICLE 3. TITLE, RISK OF LOSS AND WWARRANTY LIMITATION\n3.1 LIMITED WARRANTY. Any products purchased from SCAM which become defective will be Warranted to ANUBIS for a period of 24 months from the date of shipment to ANUBIS. Such warranted units will be repaired or replaced by SCAM.\n3.2 NOTIFICATION. ANUBIS will notify SCAM in writing of any claim or proceeding involving Products no later than fourteen (14) days after ANUBIS learns of such claim or proceeding. SCAM will likewise notify ANUBIS. SCAM will also report all claimed or suspected product defects to ANUBIS promptly.\nARTICLE 4. TRADEMARKS, TRADE NAMES AND GOODWILL\n4.1 REPUTATION. Each of the parties will act and cooperate in all reasonable ways to protect the reputation and goodwill of the other.\nARTICLE 5. CONFIDENTIAL INFORMATION\n5.1 MAINTENANCE OF CONFIDENTIALITY. ANUBIS acknowledges that the processes used by SCAM to develop and produce the Products involve confidential information and data of substantial value to SCAM which value would be impaired if said information and data were disclosed. ANUBIS agrees (1) to safeguard the Confidential Information disclosed pursuant to this agreement (2) not to use the Confidential Information disclosed pursuant to this agreement for any purpose other than (to the extent necessary) to further the sale of and promotion of Products and (3) to cooperate in any lawsuit involving the Confidential Information. In implementation of the foregoing, ANUBIS shall not disclose any of the Confidential Information to any person except those for whom disclosure is necessary for the effective performance of their responsibilities as employees of agents of ANUBIS, and, in each case, only to the extent required for such effective performance of responsibilities.\n5.2 OBLIGATION AFTER DISCLOSURE OR TERMINATION. The obligations undertaken by ANUBIS pursuant to this Article 5 shall not apply to any Confidential Information which hereafter shall become published or otherwise generally available to the public, except in consequence of a willful or negligent act or omission by ANUBIS orits employees or agents in contravention of the obligations herein above set forth in this Article 5. Except as so limited all of the obligations of this Article 5 survive expiration or termination of this agreement.\n5.3 This Agreement will apply to all confidential and proprietary information disclosed by one party to the other party, including information listed in Exhibit A and other information which the disclosing party identifies in writing as confidential before or within thirty days after disclosure to the receiving party (\"CONFIDENTIAL INFORMATION\")\n5.4 Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third parties, and (iii) not to use any Confidential Information for any purpose except for the Business Purpose. Each party may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party.\n5.5 Confidential Information will not include information which:\n(i) Is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public;\n(ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure;\n(iii) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure;\n(iv) is information which the receiving party can document was independently developed by the receiving party;\n(v) is required to be disclosed pursuant to law, provided the receiving party uses reasonable efforts to give the disclosing party reasonable notice of such required disclosure; or\n(vi) is disclosed with the prior written consent of the disclosing party.\nARTICLE 6. REPRESENATIONS AND WARRANTIES; INDEMNIFICATION\n6.1 POWER AND AUTHORITY. SCAM represents and warrants that it has full power and authority to enter into and fulfill the terms of this agreement.\n6.2 PRODUCT QUALITY. SCAM represents and warrants to ANUBIS that the Products will be of good quality in all respects, that the materials comprising the Products shall not be defective, and that the Products sold to ANUBIS hereunder shall operate in conformance with SCAM's specifications with respect to such Products as set forth in any literature or packaging accompanying or related to such Products.\n6.3 NECESSARY RIGHTS. SCAM represents and warrants to ANUBIS that SCAM has, or has applied for all necessary rights to sell and all necessary copoyrights, trademarks, service makes and patents for the Products. SCAM represents and warrants, to the best of its knowledge and belief, that neither the Products nor the use thereof infringes upon or violates any right of privacy of, or constitutes a libel, slander or any unfair competition against, or infringes upon or violates any trademark, trade name, service mark, copyright, trade secret, invention, patent or any other right of any other person.\nARTICLE 7. OTHER COVENANTS OF DISTRIBUTOR\nIn addition to other duties set forth herein, during the term of this agreement ANUBIS also covenants and agree:\n7.1 PROMOTION. To diligently use it best efforts to introduce, promote the sale of, and obtain orders for, the Products in the Sales Territory.\n7.2 MAINTENANCE AND PROVISION OF INFORMATION. To maintain and to provide SCAM with forecasts in such form as is reasonably requested by SCAM, relating to expected orders for Products from the Sales Territory.\nARTICLE 8. TERM AND TERMINATION\n8.1 TERM. The term of this agreement shall initially be twelve months commencing as of the date and year first above written unless earlier terminated in accordance with this Article 8. After such twelve month period, the agreement shall continue on a year to year basis unless either party shall give written notice to the other within sixty (60) days from the end of such period or unless sooner terminated in accordance with the provisions of this paragraph 8.\n8.2 EVENTS OF DEFAULT. The following shall constitute and Event of Default:\n(a) The breach by either party of any of the terms of this agreement or of any other ancillary agreement between the parties hereto including, but not limited to, timely payment of any sums due hereunder or thereunder, and such breach continuing for a period of thirty (30) days after notice from the non-breaching party.\n(b) Any representation or warranty under this agreement or any other agreement being materially false.\n(c) The receipt by either party of an opinion of counsel that such termination is necessary to avoid exposure to civil or criminal liability under any federal, state or foreign laws.\n(d) The failure of ANUBIS to meet under 70% of the Performance Levels in the Sales Territory by mutual agreement; or\n(e) A substantial change in the ownership or control of ANUBIS.\n8.3 EFFECT OF TERMINATION. Should an Event of Default occur the non-defaulting party might, so long as the Event of Default continues in effect, terminate this agreement and pursue any right which may be available by law. In the event of any termination arising as a result of a breach by ANUBIS:\n(a) SCAM shall not be relieved of any obligation to make further shipments of the Product hereunder and may not (even in the event that the contract was terminated as a result of a breach by ANUBIS) cancel all ANUBIS's unshipped orders for the Product. SCAM shall have an obligation to ANUBIS in connection with of any unshipped orders pursuant to this paragraph.\n(b) ANUBIS shall immediately discontinue representation of the Product and the use of Confidential Information the Trademarks and any signs, stationary, advertising, or anything else that might make it appear that ANUBIS is still authorized to deal in the Product.\n(c) ANUBIS shall immediately return all Confidential Information to SCAM along with all literature, manual, price lists, and similar material related to the Product.\nARTICLE 9. GENERAL PROVISIONS\n9.1 COMPLETE AGREEMENT; MODIFICATIONS. This agreement and any documents referred to herein or executed contemporaneously herewith constitute the entire agreement among the parties with respect to the subject matter hereof and may not be amended, altered or modified except by a writing signed by the parties. This agreement supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof.\n9.2 ADDITIONAL DOCUMENTS. Each party hereto agrees to execute any and all further documents and writings and to perform such other actions which may be or become necessary or expedient to effectuate and carry out this agreement.\n9.3 NOTICES. Unless otherwise specifically permitted by this agreement, all notices under this agreement shall be in writing and shall be delivered by personal service, telegram, facsimile or certified or registered mail (if such service is available, or, if not, by first class mail), postage prepaid, to such address as may be designated from time to time by the relevant party, and which shall initially be as set forth in the Schedule. Any notice sent by mail shall be deemed to have been given fourteen (14) days after the date on which it is mailed.\n9.4 ASSIGNEMNT.\nThe parties may not assign or transfer this agreement or any of its rights, duties or obligations hereunder and this agreement may not be involuntarily assigned by operation of law without the prior written consent of each party.\n9.5 EXCUSED NONPERFORMANCE. Neither SCAM nor ANUBIS shall be deemed to be in default or for in breach of any provision of this agreement as a result of any delay, failure in performances, or interruption of service resulting directly or indirectly from acts of God, acts of civil or military authority, civil disobedience, war, strikes or other labor disputes, fires, transportation contingencies, laws, regulations, acts or orders of any government agency or any government official, or any other occurrence beyond the reasonable control of either party. It is expressly understood, however, that the obligations of either party to perform under the terms of this agreement shall continue after the passing of, or normalization of, any of the eventualities described above, provided that the occurrence of any such eventuality shall in no event extend the term of this agreement. 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(\"NaturalNano\") (also referred to herein as \"the Parties\").\nThe parties have agreed to conduct and support joint research in the field of drug delivery utilizing naturally occurring halloysite nanotechnologies (\"the Project\"). This JRA covers the exchange of ideas and information as well as the performance of experimental, developmental, and/or research work (\"the Work\") performed under the Project, and the ownership of confidential or proprietary information, including any intellectual property.\nThe term of the Project shall be from May 25, 2005 and shall continue at least until the desired drug delivery technology has been proven commercially viable, or until mutually terminated by both parties.\nThe Work performed as a result of the Project shall be subject to this JRA regardless of where the Work is performed or by whom. In addition, all intellectual property, including but not limited to inventions, conceptions, ideas, know-how, discoveries, processes, machines, manufactures, compositions of matter, formulations, processes, biological material, biological methods, or any improvements thereof, whether or not patentable or suitable for other form of exclusive right or legal protection, conceived, made or derived during the course of Work within the Project under this JRA shall be owned by and assigned to the Parties as follows:\no All medical uses and inventions that arise out of this JRA shall be owned by Nanolution.\no All purification processes for raw halloysite and all non-medical applications that arise out of this JRA shall be owned by NaturalNano.\nFor: NANOLUTION, LLC For: NATURALNANO INC.\nBy: /s/ John Lanzafame By: /s/ Michael Riedlinger\n----------------------------- -----------------------\nName: John Lanzafame Name: Michael Riedlinger\nTitle: President Title: President\nNON-DISCLOSURE AGREEMENT\nThe Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION, as defined herein, which might relate to the inventions, conceptions, ideas, know-how, discoveries, processes, machines, manufactures, compositions of matter, formulations, processes, biological material, biological methods, or any improvements thereof, whether or not patentable or suitable for other form of exclusive right or legal protection, conceived, made or derived during the course of Work within the Project under this JRA; and\nThe Parties are willing to disclose to each other such necessary CONFIDENTIAL INFORMATION provided each Party preserves the confidential nature of the other Party's INFORMATION and uses it solely for purposes of this Agreement.\nThe Parties agree as follows:\n1. \"CONFIDENTIAL INFORMATION\" as used in this Agreement means all technical or business information disclosed by one of the Parties to another pursuant to the JRA that is identified at the time of disclosure or within thirty (30) days thereafter as being confidential and proprietary. No information will be regarded as CONFIDENTIAL INFORMATION if the Party to which it is disclosed can show by competent proof that such information\n(a) was at the time of disclosure, or subsequently became, through no fault of the receiving Party, known to the general public through publication or otherwise; or\n(b) was, subsequent to disclosure to a Party, lawfully and independently received by that Party from a third party who had the right to disclose it without restriction.\nSpecific aspects or details of CONFIDENTIAL INFORMATION shall not be deemed to be within the public domain or in the possession of a Party merely because the CONFIDENTIAL INFORMATION is embraced by general disclosures in the public domain or in the possession of a Party. In addition, any combination of CONFIDENTIAL INFORMATION shall not be considered in the public domain or in the possession of a Party merely because individual elements thereof are in the public domain or in the possession of that Party unless the combination and its principles are in the public domain or in the possession of that Party.\n2. Any Party, at its discretion, may disclose to another Party any CONFIDENTIAL INFORMATION that the disclosing Party, in its reasonable judgment, believes is sufficient to enable the receiving Party to arrive at conceptions, ideas, innovations, discoveries, inventions, compositions, biological material, biological methods, whether or not patentable or susceptible to any other form of legal protection, during performance Under the IRA. Any Party may also cause such disclosures to be made to the other Party on behalf of the disclosing Party by third parties who are Under obligations of confidentiality to the disclosing Party; such disclosures from third parties shall be deemed to be disclosures by the disclosing Party.\n3. In consideration of each and every disclosure of CONFIDENTIAL INFORMATION, the Parties agree to:\n(a) treat as confidential and to preserve the confidentiality of all CONFIDENTIAL INFORMATION;\n(b) use any and all CONFIDENTIAL INFORMATION solely in connection with the performance of the IRA and for no other purpose; (c) make no disclosures of any CONFIDENTIAL INFORMATION to any party other than officers and employees of a Party to this IRA;\n(d) limit access to CONFIDENTIAL INFORMATION to those officers and employees having a reasonable need for such INFORMATION and being boUnd by a written obligation to maintain the confidentiality of such INFORMATION; and\n(e) maintain in confidence any information regarding the nature or scope of any transaction between the Parties, except to the extent such information must be disclosed pursuant to law, and then only after notifying the other Party of such requirement.\nAny obligation imposed by this paragraph 3 may be waived in writing by a Party as to particular CONFIDENTIAL INFORMATION and to a particular use or disclosure. Any such waiver will have a one-time effect and will not apply to any subsequent situation regardless of its similarity.\n4. All CONFIDENTIAL INFORMATION will remain the property of the disclosing Party and, upon request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party all CONFIDENTIAL INFORMATION, or any part or reproduction thereof.\n5. The obligations of each and every Party, and each employee and officer of each Party Under this Agreement will expire five (5) years from the termination of the JRA.\n6. This Agreement is subject to the laws (excluding conflicts rules) of the State of New York.\n7. The terms and provisions of this Agreement will inure to the benefit of the Parties, their respective successors and assigns and will be binding on said successors and assigns. This paragraph notwithstanding, neither Party may disclose any CONFIDENTIAL INFORMATION to any successor or assign absent prior written consent of the disclosing Party.\n8. The Parties understand and agree that no right or license under any patent, patent application, or know-how is granted to any other Party or any other person by this Agreement or by any disclosure of any CONFIDENTIAL INFORMATION.\nIN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.\nFor: NANOLUTION, LLC For: NATURALNANO INC.\nBy: /s/ John Lanzafame By: /s/ Michael Riedlinger\n----------------------------- -----------------------\nName: John Lanzafame Name: Michael Riedlinger\nTitle: President Title: President\n", - "spans": [ - [ - 0, - 64 - ], - [ - 65, - 89 - ], - [ - 90, - 286 - ], - [ - 287, - 454 - ], - [ - 454, - 728 - ], - [ - 729, - 933 - ], - [ - 934, - 1063 - ], - [ - 1063, - 1578 - ], - [ - 1579, - 1581 - ], - [ - 1581, - 1669 - ], - [ - 1670, - 1672 - ], - [ - 1672, - 1808 - ], - [ - 1809, - 1851 - ], - [ - 1852, - 1901 - ], - [ - 1902, - 1932 - ], - [ - 1932, - 1955 - ], - [ - 1956, - 2001 - ], - [ - 2002, - 2035 - ], - [ - 2036, - 2060 - ], - [ - 2061, - 2572 - ], - [ - 2573, - 2800 - ], - [ - 2801, - 2830 - ], - [ - 2831, - 3116 - ], - [ - 3116, - 3263 - ], - [ - 3264, - 3428 - ], - [ - 3429, - 3597 - ], - [ - 3598, - 3870 - ], - [ - 3870, - 4209 - ], - [ - 4210, - 4650 - ], - [ - 4650, - 4937 - ], - [ - 4938, - 5037 - ], - [ - 5038, - 5132 - ], - [ - 5133, - 5257 - ], - [ - 5257, - 5383 - ], - [ - 5384, - 5603 - ], - [ - 5604, - 5856 - ], - [ - 5857, - 6017 - ], - [ - 6017, - 6137 - ], - [ - 6138, - 6170 - ], - [ - 6170, - 6394 - ], - [ - 6395, - 6563 - ], - [ - 6564, - 6658 - ], - [ - 6659, - 6839 - ], - [ - 6839, - 7007 - ], - [ - 7008, - 7240 - ], - [ - 7241, - 7334 - ], - [ - 7335, - 7377 - ], - [ - 7378, - 7427 - ], - [ - 7428, - 7458 - ], - [ - 7458, - 7481 - ], - [ - 7482, - 7527 - ], - [ - 7528, - 7561 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 38, - 39, - 44 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 30, - 35 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 19, - 22 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 38, - 39 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 30, - 33, - 34 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30, - 35 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 25 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 30, - 33, - 34 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20, - 30, - 32 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001084000/000114420406046785/0001144204-06-046785.txt" - }, - { - "id": 476, - "file_name": "1095558_0000944209-00-000518_document_3.txt", - "text": "AMENDED AND RESTATED\nMUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Amended and Restated Mutual Confidentiality and Non-Disclosure Agreement (\"Agreement\") is entered into as of March 1, 1998 between TWENTIETH CENTRUTY FOX HOME ENTERTAINMENT, INC. (\"Company\") (collectively, \"Parties\"). This Agreement amends and restates in its entirety the Mutual Confidentiality and Non-Disclosure Agreement previously entered into by the Parties. The Parties will provide each other with Confidential Information as defined below in connection with one or more possible or actual transactions between the Parties (each a \"Transaction\"). As a condition of one of the Parties or its agents or its representatives furnishing Confidential Information (\"Furnishing Party\") to the other of the Parties or its agents or its representatives receiving Confidential Information (\"Receiving Party\"), the Receiving Party shall treat the Confidential Information confidentially as set forth below.\n1. \"Confidential Information\" shall mean all non-public proprietary information provided by the Furnishing Party to the Receiving Party, whether or not marked or otherwise specifically designated as confidential. The term \"Confidential Information\" does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (ii) was available to the Receiving Party on a non-confidential basis prior the Furnishing Party's disclosure to the Receiving Party, or (iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Furnishing Party, provided that such source is, to the best of the Receiving Party's knowledge, not bound by a confidentiality agreement with the Furnishing Party or otherwise prohibited from transmitting the information to the Furnishing Party by a contractual, legal or fiduciary obligation.\n2. It is understood that the Receiving Party may disclose any of the Confidential Information to the Receiving Party's (and its subsidiaries' and affiliates') directors, officers, employees, agents, representatives (including attorneys and financial advisors), and prospective bank or institutional lenders, (collectively, \"Representatives\") who require such material in connection with a possible or actual Transaction (provided that such Representatives shall be informed by the Receiving Party of the confidential nature of the Confidential Information and shall agree to act in accordance with the terms hereof). The Receiving Party agrees that the Confidential Information of the Furnishing Party will be kept confidential by the Receiving Party and its Representatives and, except with the specific prior written consent of the Furnishing Party, or as expressly otherwise permitted by the terms hereof, will not be disclosed by the Receiving Party or its Representatives. The Parties further agree that the Receiving Party and its Representatives will not use any of the Confidential Information for any reason or purpose other than in connection with a possible or actual Transaction.\n3. Company acknowledges and agrees that certain Confidential Information is extremely competitively sensitive for Fox (\"Highly Confidential Information\") and shall therefore be subject to restrictions on disclosure additional to those applicable to other Confidential Information. Highly Confidential Information shall include the identity of Fox's actual and potential customers and vendors; Fox's release schedules and sales trends; the prices and pricing policies of Fox, its vendors and customers; all customer shipment, point-of-sale and returns information; Fox's strategic planning information regarding system implementation (including geographic implementation) and process improvement; all distribution software used by and software development performed for Fox; Fox's replenishment schedules and processes, inventory management schedules and processes; and any other competitively sensitive Confidential Information designated by Fox from time to time as \"Highly Confidential Information\". Company shall limit disclosure of Highly Confidential Information to Company employees. Company shall be responsible for any breach of this Agreement by any such employee. Company shall not disclose Highly Confidential Information to any of its consultants, or other vendors, or agents.\n4. In the event that the Receiving Party or any of its Representatives are requested or required by applicable Federal or State law of the United States to disclose any of the Confidential Information, it is agreed that the Receiving Party or its Representative, as the case may be, will provide the Furnishing Party with prompt notice of such request(s) so that it may seek an appropriate protective order or other appropriate remedy and/or waive compliance by the Receiving Party or its Representative with the provisions of the Agreement. In the event that such protective order or other remedy is not obtained, or that the Furnishing Party grants a waiver hereunder, the Receiving Party or such Representative of the Receiving Party may furnish that portion (and only that portion) of the Confidential Information which it is legally compelled to disclose and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished.\n5. Without the prior written consent of Company, (i) neither Fox nor those of its Representatives who are aware of the Confidential Information of Company will initiate or cause to be initiated any communications with any employee of Company concerning the Confidential Information, and (ii) none of Fox's directors, officers or employees who are aware of the Confidential Information will, for the two-year period from the date of the Agreement, solicit or cause to be solicited for employment any employee of Company who is aware of the Confidential Information of Company.\n6. Without the prior written consent of Fox, (i) neither Company nor those of its Representatives who are aware of the Confidential Information of Fox will initiate or cause to be initiated any communications with any employee of Fox concerning the Confidential Information, and (ii) none of Company's directors, officers or employees who are aware of the Confidential Information will, for the two-year period from the date of the Agreement, solicit or cause to be solicited for employment any employee of Fox who is aware of the Confidential Information of Fox.\n7. Upon providing the Receiving Party with a specific list of the Confidential Information to be returned to the Furnishing Party, the Receiving Party will promptly deliver to the Furnishing Party or its Representatives, the Confidential Information listed, together with all copies thereof, in the possession of the Receiving Party or its Representatives, which was actually furnished by the Furnishing Party to the Receiving Party.\n8. Although the Receiving Party understands that the Furnishing Party has endeavored to include in the Confidential Information information known to it which it believes to be relevant to a possible or actual Transaction, the Receiving Party further understands that neither the Furnishing Party nor its Representatives make any representation or warranty as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that neither the Furnishing Party nor its Representatives shall have any liability to Receiving Party or its Representatives resulting from the use of the Confidential Information by the Receiving Party or its Representatives.\n9. The provisions set forth in this Agreement may be modified or waived only by a separate writing signed by the Parties expressly so modifying or waiving such provisions.\n10. The Receiving Party hereby agrees to indemnify and hold harmless the Furnishing Party from any damage, loss, cost or liability (including legal fees and the cost of enforcing this indemnity) arising out of, or resulting from, any unauthorized use or disclosure by the Receiving Party or its Representatives of the Confidential Information. The Receiving Party also acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by it or its Representatives and that any such breach would cause the Furnishing Party irreparable harm. Accordingly, the Receiving Party also\nagrees that in the event of any breach of this Agreement, the Furnishing Party, in addition to any other remedies at law or in equity it may have, shall be entitled to equitable relief, including injunctive relief and specific performance.\n11. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n12. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of enforceability of any other provisions of this Agreement, which shall remain in full force and effect. The parties hereby acknowledge and agree that this Agreement and the rights and benefits thereof shall be assigned by the party to any purchaser of a controlling share of equity in that party.\n13. This Agreement shall be governed by and construed in accordance with the laws of the State of California.\n14. The Parties hereby represent and warrant that the undersigned officer is authorized to execute this Agreement on its behalf.\nBy signing in the spaces provided below, Fox and Company have agreed to all of the terms and conditions of this Agreement.\nTWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC.\nBy: /s/ Laura Cook\nIts: Senior Vice President\nLegal and Business Affairs\nTwentieth Century Fox Home Entertainment, Inc.\nARTISAN HOME ENTERTAINMENT, INC.\nBy: /s/ Mark Curcio\nIts: CEO\n", - "spans": [ - [ - 0, - 20 - ], - [ - 21, - 72 - ], - [ - 73, - 257 - ], - [ - 257, - 296 - ], - [ - 296, - 443 - ], - [ - 443, - 633 - ], - [ - 633, - 980 - ], - [ - 981, - 1194 - ], - [ - 1194, - 1265 - ], - [ - 1265, - 1374 - ], - [ - 1374, - 1511 - ], - [ - 1511, - 1908 - ], - [ - 1909, - 2526 - ], - [ - 2526, - 2887 - ], - [ - 2887, - 3100 - ], - [ - 3101, - 3382 - ], - [ - 3382, - 4103 - ], - [ - 4103, - 4191 - ], - [ - 4191, - 4275 - ], - [ - 4275, - 4389 - ], - [ - 4390, - 4932 - ], - [ - 4932, - 5401 - ], - [ - 5402, - 5451 - ], - [ - 5451, - 5689 - ], - [ - 5689, - 5977 - ], - [ - 5978, - 6023 - ], - [ - 6023, - 6257 - ], - [ - 6257, - 6541 - ], - [ - 6542, - 6975 - ], - [ - 6976, - 7400 - ], - [ - 7400, - 7653 - ], - [ - 7654, - 7825 - ], - [ - 7826, - 8170 - ], - [ - 8170, - 8419 - ], - [ - 8419, - 8456 - ], - [ - 8457, - 8696 - ], - [ - 8697, - 9014 - ], - [ - 9015, - 9225 - ], - [ - 9225, - 9417 - ], - [ - 9418, - 9527 - ], - [ - 9528, - 9656 - ], - [ - 9657, - 9779 - ], - [ - 9780, - 9826 - ], - [ - 9827, - 9845 - ], - [ - 9846, - 9872 - ], - [ - 9873, - 9899 - ], - [ - 9900, - 9946 - ], - [ - 9947, - 9979 - ], - [ - 9980, - 9999 - ], - [ - 10000, - 10008 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 22, - 23, - 24, - 25, - 26, - 27 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12, - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001095558/000094420900000518/0000944209-00-000518.txt" - }, - { - "id": 493, - "file_name": "1120792_0001019687-05-002206_morgan_10qex5-2.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement made this 22 of March 2005, by and between Symmetrex Inc. (\"Symmetrex\") with an address of 850 Trafalgar Court, Suite 110, Maitland FL, 32751 and MORGAN BEAUMONT INC. with an address at 6015 31st Street East, Bradenton, FL 34203 (\"Other Party\").\nWHEREAS, SYMMETREX and Other Party (jointly the \"parties\") wish to disclose to each other certain information solely for the purpose of evaluating a proposed business arrangement between the parties (the \"Evaluation\"); and\nWHEREAS, in consideration of and as an inducement for and condition of such disclosure, each party hereby requires the other party to agree to the terms and conditions of this agreement.\nNOW, THEREFORE, for adequate consideration acknowledged to be received by each party, each party, intending to be legally bound, hereby agrees as follows:\n1. For all purposes of this agreement, the following definitions shall apply:\nA. \"Confidential Information\" of a party shall mean any trade secrets, know-how, inventions, products, designs, methods, techniques, systems, processes, software programs, works of authorship, business plans, customer lists, projects, plans, pricing, proposals and any other information which a party discloses to the Recipient Party that: (i) if disclosed in writing is clearly marked as confidential or carries a similar legend; or (ii) if disclosed verbally or in tangible form is identified as confidential at the time of disclosure, then summarized in a writing so marked by the Disclosing Party and delivered to the Recipient Party with fifteen (15) days. Confidential Information shall also include the terms of this agreement, the fact that the information is being made available to the parties hereunder and the fact that the parties are contemplating a possible business arrangement.\nB. \"Disclosing Party\" shall mean, with respect to any information disclosed by one party to the other, the party which, directly or through one of its agents, discloses such information.\nC. \"Recipient Party\" shall mean, with respect to any information disclosed by one party to the other, the party which receives such information.\n2. Each Recipient Party with respect to Confidential Information received by it hereunder shall:\nA. Hold such Confidential Information in strict confidence and protect it in accordance with a standard of care which shall be no less than the care it uses to protect its own information of like importance and in no event less than reasonable care.\nB. Not use such Confidential Information for any purpose except as is necessary for the Evaluation referenced above or as otherwise authorized in writing by the Disclosing Party of such information in advance.\nC. Not disclose Confidential Information to any person other than to one of the Recipient Party's directors, officers, employees, representatives, consultants or agents (collectively called \"Representatives\") who need to know such information for the purposes of the Evaluation, provided that each Representative shall be informed, directed and obligated by the Recipient Party to treat such information in accordance with the obligations of this agreement and the Recipient Party shall be liable for breach of any such obligation by any of its Representatives.\nD. Not copy or otherwise duplicate such Confidential Information, or knowingly allow anyone else to copy or otherwise duplicate any such Confidential Information without the Disclosing Party's prior written approval.\n3. Each Recipient Party shall notify the Disclosing Party in the event that any Confidential Information of the Disclosing Party is required to be disclosed by the Recipient Party by judicial, administrative or other govern mental order. Such notification shall be made reasonably promptly so that the Disclosing Party, at its expense, may seek a protective order or other appropriate remedy. Provided such notification is given, the Recipient Party is hereby authorized to comply with such judicial, administrative or governmental order. The Recipient Party shall provide the Disclosing Party reasonable cooperation (at the expense of the Disclosing Party) in connection with any protective order or other remedy sought by the Disclosing Party in connection with such order.\n4. The obligations imposed on a Recipient Party with respect to Confidential Information shall not apply to Confidential Information disclosed to it hereunder which (a) the Recipient Party can demonstrate is, at the time of disclosure, already known to the Recipient Party, (b) is or becomes generally known to the public or is otherwise deemed to be in the public domain through no wrongful act of the Recipient Party, (c) is received from a third party who has the legal right to so furnish such Confidential Information, or (d) the Recipient Party can demonstrate is independently developed by or for the Recipient Party without use of Confidential Information.\n5. Upon the written request of the Disclosing Party with respect to any Confidential Information disclosed by it hereunder, the Recipient Party shall return to the Disclosing Party any or all of such information and all copies, contracts or other reproductions in whole or in part thereof or, with the written permission of such Disclosing Party, effect the destruction of all of same and certify such destruction in writing to the Disclosing Party.\n6. Each party acknowledges that the other party has no legal obligation pursuant to this agreement to disclose information to it hereunder but is doing so as an accommodation to the Recipient Party in reliance upon the terms of this agreement and that all information received by the Recipient Party hereunder cannot be relied upon as a representation or warranty of the Disclosing Party and, accordingly, no Disclosing Party shall be liable for any reliance upon any information disclosed by it hereunder, unless otherwise agreed to in writing by the Disclosing Party.\n7. Nothing contained in this agreement shall be construed as granting to either party any right, title or interest in any information disclosed hereunder to it, except for the limited right to use and disclosure as expressly permitted hereunder.\n8. Each Recipient Party shall on any copies it may make of any information received hereunder maintain any and all copyright, patent or trademark notices which may appear on such information when so received.\n9. Each party represents that the disclosure by it of information hereunder does not violate the rights of any other entity.\n10. If either Party breaches its promises made in this Agreement, the non-breaching Party will have available to it all remedies available under law.\n11. This agreement shall become effective on the date it is fully executed and delivered by both parties and both this agreement and the duties of the parties hereunder shall continue for a period of two years after the last disclosure of information made hereunder.\n12. This agreement shall be binding upon and inure to the benefit of each party and its successors. No representations have been made to induce either party to enter this agreement other than those expressly stated herein. This agreement supersedes all prior or contemporaneous agreements or expressions of intent or understanding and is the entire agreement between the parties with respect to its subject matter. Neither party shall be charged with any waiver of any provision of this agreement unless such waiver is evidenced by a writing signed by an authorized officer of such party and any such waiver shall be limited to the terms of such writing. This agreement shall not be changed or terminated, except by a writing signed by an authorized officer of Symmetrex and an authorized officer of Other Party. This agreement shall be governed by the laws of the State of Florida, without regard to the conflicts of law principles of that state.\nIN WITNESS WHEREOF, the parties have executed this agreement as of the date stated above.\nMORGAN BEAUMONT, INC. SYMMETREX INC\nNAME: Erik Jensen NAME: Joseph W. Adams\nTITLE: President TITLE: President\nSIGNATURE: /s/ Erik Jensen SIGNATURE: /s/ Joseph W. Adams\nDATE: 3/22/2005 DATE: 3/22/05\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 292 - ], - [ - 293, - 515 - ], - [ - 516, - 702 - ], - [ - 703, - 857 - ], - [ - 858, - 935 - ], - [ - 936, - 1276 - ], - [ - 1276, - 1370 - ], - [ - 1370, - 1598 - ], - [ - 1598, - 1830 - ], - [ - 1831, - 2017 - ], - [ - 2018, - 2162 - ], - [ - 2163, - 2259 - ], - [ - 2260, - 2509 - ], - [ - 2510, - 2719 - ], - [ - 2720, - 3281 - ], - [ - 3282, - 3498 - ], - [ - 3499, - 3517 - ], - [ - 3517, - 3737 - ], - [ - 3737, - 3892 - ], - [ - 3892, - 4038 - ], - [ - 4038, - 4274 - ], - [ - 4275, - 4440 - ], - [ - 4440, - 4549 - ], - [ - 4549, - 4695 - ], - [ - 4695, - 4802 - ], - [ - 4802, - 4939 - ], - [ - 4940, - 5389 - ], - [ - 5390, - 5959 - ], - [ - 5960, - 6205 - ], - [ - 6206, - 6224 - ], - [ - 6224, - 6414 - ], - [ - 6415, - 6539 - ], - [ - 6540, - 6689 - ], - [ - 6690, - 6956 - ], - [ - 6957, - 7057 - ], - [ - 7057, - 7180 - ], - [ - 7180, - 7372 - ], - [ - 7372, - 7612 - ], - [ - 7612, - 7770 - ], - [ - 7770, - 7904 - ], - [ - 7905, - 7994 - ], - [ - 7995, - 8017 - ], - [ - 8017, - 8030 - ], - [ - 8031, - 8070 - ], - [ - 8071, - 8104 - ], - [ - 8105, - 8132 - ], - [ - 8132, - 8162 - ], - [ - 8163, - 8192 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6, - 7, - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 22, - 26 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 27 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6, - 7, - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12, - 15 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 12, - 16 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 22, - 25 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12, - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 14 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001120792/000101968705002206/0001019687-05-002206.txt" - }, - { - "id": 496, - "file_name": "1125892_0000950133-00-004441_w41075a1ex10-7.txt", - "text": "NONDISCLOSURE AGREEMENT\nAnnex D\nMICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n(STANDARD RECIPROCAL)\nThis Non-Disclosure Agreement (the \"Agreement\") is made and entered into as of the later of the two signature dates below by and between MICROSOFT CORPORATION, a Washington corporation (\"Microsoft\"), and STARBAND COMMUNICATIONS INC./DELAWARE corporation (\"Company\").\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:\n1. Definition of Confidential Information and Exclusions.\n(a) \"Confidential Information\" means nonpublic information that a party to this Agreement (\"Disclosing Party\") designates as being confidential to the party that receives such information (\"Receiving Party\") or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. \"Confidential Information\" includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term \"Disclosing Party\" also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term \"Receiving Party\" also includes all Affiliates of the Receiving Party. An \"Affiliate\" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.\n(b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party; or (v) constitutes Feedback (as defined in Section 5 of this Agreement).\n2. Obligations Regarding Confidential Information\n(a) Receiving Party shall:\n(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for two (2) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;\n(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;\n(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and\n(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law.\n(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b).\n(c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with third parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement.\n(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e) Receiving Party shall, at Disclosing Party's request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same.\n3. Remedies\nThe parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n4. Miscellaneous\n(a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.\n(b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided \"AS IS\" without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party's use or inability to use such software and/or hardware.\n(c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://www.microsoft.com/exporting/.\n(d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term \"residuals\" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents.\n(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(f) If either Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. This Agreement shall be construed and controlled by the laws of the State of Washington, and the parties further consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the Superior of King County, Washington. Company waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.\n(g) This Agreement shall be binding upon and inure to the benefit of each party's respective successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party. Any attempted assignment in violation of this Section shall be void.\n(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(i) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.\n5. Suggestions and Feedback\nThe Receiving Party may from time to time provide suggestions, comments or other feedback (\"Feedback\") to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a separate written agreement, create any confidentiality obligation for the receiver of the Feedback. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the receiver of the Feedback shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\n\n \nCOMPANY: STARBAND COMMUNICATIONS INC. MICROSOFT CORPORATION\nAddress: 1760 Old Newton Rd. One Microsoft Way\nMcLean, VA 22102 Redmond, WA 98052-6399\nBy: /s/ DAVID C. TRACHTENBERG By: /s/ JAMES L. KRAMER Name: DAVID C. TRACHTENBERG Name: James L. Kramer\nTitle: PRESIDENT & CHIEF MARKETING OFFICER Title: Director\nDate: October 20, 2000 Date: November 11, 2000\n
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PROPRIETARY INFORMATION. For purposes of this Agreement, \"Proprietary Information\" shall mean written, documentary or oral information of any kind disclosed by Cyberlux or ICT to the other and designated as proprietary information, including, but not limited to, (a) information of a business, planning, marketing or technical nature, (b) models, tools, hardware and software, and (c) any documents, reports, memoranda, notes, files or analyses prepared by or on behalf of the receiving party that contain, summarize or are based upon any Proprietary Information, provided that \"Proprietary Information\" shall not include information which:\n(i) is publicly available prior to the date of this Agreement;\n(ii) becomes publicly available after the date of this Agreement trough no wrongful act of the receiving party;\n(iii) is furnished to others by the disclosing party without similar restrictions on their right to use or disclose;\n(iv) is known by the receiving party without any proprietary restrictions at the time of receipt of such information from the disclosing party or becomes rightfully known to the receiving party without proprietary restrictions from a source other than the disclosing party;\n(v) is independently developed by the receiving party by persons who did not have access, directly or indirectly, to the proprietary Information; or\n(vi) is obligated to be produced under order of a court of competent jurisdiction or a valid administrative or congressional subpoena, provided that the receiving party promptly notifies the disclosing party of such event so that the disclosing party may seek an appropriate protective order or waive compliance by the receiving party with the terns of this Agreement.\n2. CONFIDENTIALITY\na. The receiving party shall protect all of the disclosing party's Proprietary Information as confidential information and, except with the prior written consent of the disclosing party or as otherwise specifically provided herein, shall. not disclose, copy or distribute such Proprietary Information to any other individual, corporation or entity for a period of three (3) years from the date of disclosure.\nb. Except in connection with any joint project between Cyberlux and ICT, the receiving party shall not make any use of the disclosing party's Proprietary Information for is own benefit or for the benefit of any other individual, corporation or entity.\nc. The receiving party shall not disclose all or any part of the disclosing party's Proprietary Information to any affiliates, agents, officers, directors, employees or representatives (collectively, \"Representatives\") of the receiving party except on a need-to-know basis. The receiving party agrees to inform any of its Representatives who receive the disclosing parts Proprietary Information of the confidential and proprietary nature thereof and of such Representative's obligations with respect to the maintenance of such Proprietary Information in conformance with the terms of this Agreement.\nd. Each party shall maintain the other party's Proprietary Information with at least the same degree of care each party uses to maintain its own proprietary information. Each party represents that such degree of care provides adequate protection for its own proprietary information.\ne. The receiving party shall immediately advise the disclosing party in writing of any misappropriation or misuse by any person of the disclosing party's Proprietary Information of which the receiving party is aware.\nf. Any documents or materials that are furnished by or on behalf of the disclosing party, and all other Proprietary Information in whatever form, including documents, reports, memoranda, notes, files or analyses prepared by or on behalf of the receiving party, including all copies of such materials, shall be promptly returned by the receiving party to the disclosing party upon written request by the disclosing party for any reason.\n3. NO LICENSES OR WARRANTIES. No license to the receiving party under any trade secrets or patents or otherwise with respect to any of the Proprietary Information is granted or implied by conveying proprietary Information or other information to such party, and none of the information transmitted or exchanged shall constitute any representation, warranty, assurance, guaranty or inducement with respect to the infringement of patents or other rights of others.\n4. REMEDY FOR BREACH. Each receiving party acknowledges that the Proprietary Information of the disclosing party is central to the disclosing party's business and was developed by or for the disclosing party at a significant cost. Each receiving party further acknowledges that damages would not be an adequate remedy for any breach of this Agreement by the receiving party or its Representatives and that the disclosing party may obtain injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement by the receiving party or any of its Representatives. Such remedy shall not be deemed to be the exclusive remedy for .any such breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to the disclosing party.\n5. MISCELLANEOUS.\na. This Agreement contains the entire understanding between Cyberlux and ICT and supersedes all prior written and oral understandings relating to the subject hereof. This Agreement may not be modified except by a writing signed by both parties.\nb. The construction, interpretation and performance of this Agreement, as well as the legal relations of the parties arising hereunder, will be governed by and construed in accordance with the laws of the State of North Carolina.\ne. It is understood and agreed that no failure or delay by either Cyberlux or ICT in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No waiver of any terms or conditions of this Agreement shall be deemed to be a waiver of any subsequent breach of any term or condition. All waivers must be in writing and signed by the party sought to be bound\nd. If any part of this Agreement shall be held unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect.\nIN WITNESS WHEREOF, each of the parties of this Agreement has caused this Agreement to be signed in its name and on its behalf by its representative thereunto duly authorized as of the day and year first above written.\nCyberlux Corporation\nBy: /s/ Donald F. Evans\nDonald F. Evans\nPresident\nInternational Consolidated Technologies\nBy: /s/ Jim Goble 12/12/01\nJim Goble\nEngineering and Tooling Manager\n", - "spans": [ - [ - 0, - 64 - ], - [ - 65, - 96 - ], - [ - 97, - 124 - ], - [ - 124, - 489 - ], - [ - 490, - 640 - ], - [ - 641, - 693 - ], - [ - 694, - 722 - ], - [ - 722, - 960 - ], - [ - 960, - 1032 - ], - [ - 1032, - 1078 - ], - [ - 1078, - 1337 - ], - [ - 1338, - 1400 - ], - [ - 1401, - 1512 - ], - [ - 1513, - 1629 - ], - [ - 1630, - 1903 - ], - [ - 1904, - 2052 - ], - [ - 2053, - 2421 - ], - [ - 2422, - 2440 - ], - [ - 2441, - 2680 - ], - [ - 2680, - 2849 - ], - [ - 2850, - 3101 - ], - [ - 3102, - 3376 - ], - [ - 3376, - 3701 - ], - [ - 3702, - 3872 - ], - [ - 3872, - 3984 - ], - [ - 3985, - 4201 - ], - [ - 4202, - 4637 - ], - [ - 4638, - 4668 - ], - [ - 4668, - 5100 - ], - [ - 5101, - 5123 - ], - [ - 5123, - 5332 - ], - [ - 5332, - 5701 - ], - [ - 5701, - 5901 - ], - [ - 5902, - 5919 - ], - [ - 5920, - 6086 - ], - [ - 6086, - 6164 - ], - [ - 6165, - 6394 - ], - [ - 6395, - 6728 - ], - [ - 6728, - 6865 - ], - [ - 6865, - 6938 - ], - [ - 6939, - 7083 - ], - [ - 7084, - 7302 - ], - [ - 7303, - 7323 - ], - [ - 7324, - 7347 - ], - [ - 7348, - 7363 - ], - [ - 7364, - 7373 - ], - [ - 7374, - 7413 - ], - [ - 7414, - 7432 - ], - [ - 7432, - 7440 - ], - [ - 7441, - 7450 - ], - [ - 7451, - 7482 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9, - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 9, - 10, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 18, - 19 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 9, - 10, - 16 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 9, - 10, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001138169/000105023402000002/0001050234-02-000002.txt" - }, - { - "id": 498, - "file_name": "1173495_0001047469-03-033872_a2118144zex-10_12.txt", - "text": "CONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this \"Agreement\"), is made this 6th day of March, 2000, by and between DUNC, LLC, a Delaware limited liability company (the \"COMPANY\") and NORTHWEST AIRLINES, INC., a Minnesota corporation (\"INVESTOR\"). Capitalized terms used and not defined herein shall have the meanings set forth in the LLC Agreement (as defined below).\nRECITALS\nWHEREAS, the Investor has entered into a Subscription Agreement of even date herewith pursuant to which it will its purchase membership interests in the Company and become a member of the Company; and\nWHEREAS, the Investor previously entered into that certain Limited Liability Company Agreement of the Company, dated as of February 9, 2000 (the LLC Agreement\"), pursuant to which the Company was formed with Investor as one of the Initial Members:\nWHEREAS, in connection with the conduct of the Company's operations, each of the Company and Investor (each a \"Party\" and, collectively, the \"Parties\") may disclose certain confidential and proprietary information regarding the conduct of each Party's respective business activities; and\nWHEREAS, the Parties desire to provide appropriate protection for the exchange of such confidential and proprietary information and to establish the terms under which such information shall be disclosed.\nNOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby agree, as follows:\n1. CONFIDENTIAL INFORMATION. Confidential Information shall mean:\n(a) any data or information that is supplied by either Party (which will be deemed to include, in the case of the Company, any data or information with respect to any Member of the Company supplied by the Company or such Member to the Investor in connection with the operation of the Company or the performance of any obligation, or the exercise of any rights, under the LLC Agreement or any Related Agreement), including by its Affiliates (the \"DISCLOSING PARTY\"), or the agents, employees, authorized representatives or nominees thereof (such persons being referred to collectively as the REPRESENTATIVES\") to the other Party including its Affiliates (the \"RECEIVING PARTY\") (or the Representatives of the Receiving Party) including, but not limited to, information regarding: products and services planning, marketing strategies, strategic and business plans, finance, operations, customer relationships, customer profiles, sales estimates and internal performance results relating to the past, present or future business activities of the Disclosing Party and its owners, customers, clients and suppliers;\n(b) any scientific or technical information, design, process, procedure, formula, or improvement that is supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives;\n(c) all confidential or proprietary concepts, documentation. reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, know-how and trade secrets, whether or not patentable or subject to copyright, supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives; and\n(d) without limitation, all documents, inventions, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing supplied by the Disclosing Party or us Representatives to the Receiving Party or its Representatives.\n2. CONFIDENTIALITY OBLIGATIONS. Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall:\n(a) limit access to any Confidential Information received by it solely to its Representatives who have a need to know such in connection with any current or future negotiations or arrangements between the Receiving Party and the Disclosing Party, including, without limitation in connection with the membership of the Investor in the Company and any commercial arrangements between the Investor and the Company and only for use in connection therewith. The Investor may provide access to and may disclose Confidential Information of the Company to any other Member of the Company in connection with such Member's participation as a Member of the Company. The Disclosing Party hereby consents to, and represents and warrants that it has obtained from its applicable Affiliates their consent to the use by the Receiving Party of any information received by the Receiving Party in connection with the above-referenced negotiations or arrangements;\n(b) advise its Representatives having access to the Confidential Information of the proprietary nature thereof and of the obligation set forth in this Agreement;\n(c) take appropriate action by instruction or agreement with its Representatives having access to the Confidential Information to fulfill its obligations under this Agreement;\n(d) safeguard all Confidential Information received by it using a reasonable degree of care and discretion to avoid disclosure, publication or dissemination of such Confidential Information, but not less than that degree of care and discretion used by the Receiving Party in safeguarding its own similar information or material that it does not wish to disclose, publish or disseminate; and\n(e) use all Confidential Information received by it for the purposes described in subsection (a) of this Section 2 and for no other purpose whatsoever.\n3. DESTRUCTION OF CONFIDENTIAL INFORMATION UPON REQUEST. Upon the request of the Disclosing Party, the Receiving Party shall (i) destroy all memoranda, notes, records, drawings, manuals, other documents or materials and any other manifestation (and all copies thereof) pertaining to or arising from the Confidential Information in any form or medium (whether written, typewritten, recorded, electronic or otherwise) and (ii) at the option of the Receiving Party, either return to the Disclosing Party or destroy the Confidential Information supplied by the Disclosing Party or its Representatives. Upon the return and/or destruction of such materials, the Receiving Party agrees to certify, in writing, that all of the foregoing materials have been destroyed or surrendered to the Disclosing Party.\n4. EXCEPTIONS TO CONFIDENTIALITY. The obligation of confidentiality and restriction on use in Section 2 hereof shall not apply to any Confidential Information that the Receiving Party proves:\n(a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain other than as a result of disclosure by the Receiving Party;\n(b) was received by the Receiving Party from a third party free of any obligation of confidence of the Receiving Party to such third party; provided that such third party is not known by the Receiving Party, after reasonable diligence, to be bound by a confidentiality agreement with or other obligation of secrecy to the Disclosing Party;\n(c) was already in the possession of or known to the Receiving Party, without obligation of confidentiality, prior to receipt thereof, directly or indirectly, from the Disclosing Party;\n(d) is requested to be disclosed in a judicial or administrative law, regulation or proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted, including, but not limited to, giving the Disclosing Party reasonable advance notice of the potential for such disclosure and allowing the Disclosing Party to seek a protective order concerning such disclosure; or\n(e) is subsequently and independently developed by employees, consultants or agents of the Receiving Party without reference to the Confidential Information of the Disclosing Party disclosed under this Agreement.\n5. RIGHTS IN CONFIDENTIAL INFORMATION. Except as specifically provided for herein, this Agreement does not confer any right, license, interest or title in, to or under the Disclosing Party's Confidential Information to the Receiving Party. No license is hereby granted to the Receiving Party, by estoppel or otherwise, under any patent, trademark, copyright, trade secret or other proprietary rights of the Disclosing Party. Title to the Disclosing Party's Confidential Information shall remain solely in the Disclosing Party.\n6. TERMINATION. This Agreement may not be terminated except following Withdrawal by the Investor pursuant to the terms of the LLC Agreement. The obligations of confidentiality and limitations on use under this Agreement shall survive termination of this Agreement for a period of five (5) years from the execution of this Agreement; PROVIDED,\nHOWEVER, notwithstanding the term of this Agreement, any provisions hereof that by their nature extend beyond such term or termination shall remain in effect beyond such term or termination under this Section 6 until fulfilled and shall apply to either Party's successors and assigns.\n7. EQUITABLE RELIEF. Each Party agrees that money damages would not be a sufficient remedy for breach of the confidentiality and other obligations of this Agreement. Accordingly, in addition to all other remedies that each Party may have, each Party shall be entitled to specific performance and injunctive relief or other equitable relief as determined by a court of competent jurisdiction as a remedy for any breach of this Agreement. Each Party agrees to waive any requirement for a bond in connection with any such injunctive or other equitable relief.\n8. GOVERNING LAW. This Agreement and performance thereunder shall be governed by the laws of the State of Delaware, excluding its conflicts of laws rules.\n9. THIRD PARTY BENEFICIARIES. This Agreement may be enforced by any Member of the Company with respect to any information or data regarding such Member disclosed by the Investor m violation of this Agreement. Except as set forth in the preceding sentence, nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third party beneficiary contract.\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.\nCOMPANY:\nDUNC, LLC\nBy: /s/ Michael S. Praven\nName: Michael S. Praven\nTitle: Vice President\nINVESTOR:\nNORTHWEST AIRLINES, INC.\nBy: /s/ A.M. Lenza\nName: A.M. 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Each of the Company and the Potential Relationship Party are sometimes referred to herein as a \u201cParty\u201d and together as the \u201cParties.\u201d In consideration of the mutual covenants contained herein, the Potential Relationship Party and the Company, intending to be legally bound hereby, agree to the following:\nSection 1. Definitions. For purposes of this Agreement:\n(a) \u201cAffiliate\u201d of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.\n(b) \u201cConfidential Information\u201d means all information relating, directly or indirectly, to the Disclosing Party or the business, products, markets, research and development, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Disclosing Party, the business of any customer or partner of the Disclosing Party, any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party) and any product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies of the Disclosing Party (in each case, whether prepared by the Disclosing Party, its Representatives or otherwise) which is delivered, disclosed or furnished by or on behalf of the Disclosing Party to the Receiving Party or to its Representatives, before, on or after the date of this Agreement, regardless of the manner in which it is delivered, disclosed or furnished, and will also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to the Receiving Party or its Representatives pursuant to this Agreement. Notwithstanding any other provision of this Agreement, the term Confidential Information will not include information which:\n(i) is or becomes generally available to the public, through no fault of the Receiving Party or its Representatives; provided, however, that specific aspects or details of Confidential Information will not be deemed to be within the public domain, or in the possession of the Receiving Party in accordance with Section (b)(ii), merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party in accordance with Section (b)(ii) merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party;\n(ii) can be demonstrated by documentation or competent proof to have been in the possession of the Receiving Party before its being furnished to the Receiving Party by or on behalf of the Disclosing Party, provided that the Receiving Party does not know, or have a reasonable basis for concluding, that the source of such information was bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information;\n(iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that the Receiving Party does not know or have reason to believe that the source is bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party with respect to such information; or\n(iv) the Disclosing Party agrees in writing is not Confidential Information.\n(c) \u201cDiscussion Information\u201d has the meaning provided in Section 3(c).\n(d) \u201cDisclosing Party\u201d means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed, in any particular circumstance.\n(e) \u201cExchange Act\u201d means the Securities Exchange Act of 1934 as amended.\n(f) \u201cReceiving Party\u201d means the Party receiving Confidential Information or on whose behalf Confidential Information is received, in any particular circumstance.\n(g) \u201cperson\u201d will be broadly interpreted to include individuals, any corporation, partnership, group, individual or other entity and the media.\n(h) \u201cPossible Transaction\u201d means a possible negotiated business combination between the Parties.\n(i) \u201cRepresentatives\u201d means (i) with respect to the Potential Relationship Party, the Potential Relationship Party\u2019s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, and potential sources of equity or debt financing (and their respective counsel), and (ii) with respect to the Company, will include its officers, directors, employees, agents, partners and advisors and those of its subsidiaries, Affiliates and/or divisions (including attorneys, accountants, consultants and financial advisors).\n(j) \u201cStandstill Period\u201d means the six months period commencing on the date of this Agreement.\nSection 2. Disclosure of Confidential Information. In connection with the consideration of a Possible Transaction, the Company and the Potential Relationship Party may deliver or make available (or prior to the date hereof may have delivered or made available) to the other and its Representatives certain information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to the Receiving Party and the Receiving Party\u2019s Representatives, the Receiving Party agrees that the Receiving Party will, and will cause the Receiving Party\u2019s Representatives to, treat the Confidential Information in accordance with the provisions of this Agreement and take or abstain from taking certain other actions as set forth herein. Notwithstanding any other provision of this Agreement, neither Party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or\n(d) prohibiting either Party from associating themselves with competitors of the other Party for purposes substantially similar to those involved herein.\nSection 3. Use and Non-Disclosure of Confidential Information and Discussion Information.\n(a) The Receiving Party hereby agrees that the Receiving Party and the Receiving Party\u2019s Representatives will use Confidential Information of the Disclosing Party solely for the purpose of evaluating and negotiating a Possible Transaction with the Disclosing Party and for no other purpose, and that such Confidential Information will not be used in any way detrimental to the Disclosing Party. The Receiving Party further agrees that it will and will cause its Representatives to take those steps the Receiving Party takes to protect its own similar proprietary and confidential information (which will not be less than a reasonable standard of care) to keep the Confidential Information of the Disclosing Party confidential; provided, however, that (i) the Receiving Party may make any disclosure of the Confidential Information to which the Disclosing Party gives its prior written consent and (ii) any of the Confidential Information may be disclosed to the Receiving Party\u2019s Representatives who need to know such information for the purpose of evaluating a Possible Transaction, who are provided with a copy of this Agreement and who agree to be bound by the terms this Agreement. The Parties will maintain a list of those Representatives to whom Confidential Information has been disclosed (which list will be presented to the Party upon the other Party\u2019s request). In any event, the Receiving Party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information, to accept responsibility for any breach of this Agreement by the Receiving Party or any of the Receiving Party\u2019s Representatives, and, at the Receiving Party\u2019s sole expense, to take all reasonable measures (including court proceedings) to restrain the Receiving Party and the Receiving Party\u2019s Representatives from prohibited or unauthorized disclosure or uses of the Confidential Information.\n(b) Notwithstanding any other provision of this Agreement:\n(i) the Receiving Party or its Representatives may disclose Confidential Information of the Disclosing Party if required in order to establish its rights under this Agreement, but only to the extent such disclosure is necessary and provided that the Receiving Party seeks confidential treatment of the Confidential Information to be disclosed;\n(ii) this Agreement will not prohibit or restrict either Party\u2019s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other Party disclosed in the Confidential Information as long as such Party does not thereby breach this Agreement. Each Party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other Party disclosed in the Confidential Information; and\n(iii) either Party will be free to use for any purpose the residuals resulting from access to or work with Confidential Information disclosed hereunder. The term \u201cresiduals\u201d means information in non-tangible form which may be retained in the unaided memory by persons who have had access to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither Party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.\n(c) Each Party agrees that, without the prior written consent of the other Party, neither it nor its Representatives will disclose to any other person the fact that the other Party or its Representative have received Confidential Information or that Confidential Information has been made available to the other Party or its Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status this Agreement and the identity of the parties hereto (collectively, the \u201cDiscussion Information\u201d), provided that the Receiving Party may make such disclosure if required by law or the applicable rules of any securities exchange or interdealer quotation system. The Potential Relationship Party further agrees that, without the prior written consent of the Company (which shall not be unreasonably withheld or denied), the Potential Relationship Party and the Potential Relationship Party\u2019s Representatives will not, directly or indirectly, consult or share Confidential Information or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of equity financing or other person (other than the Company) regarding a Possible Transaction, including discussions or other communications with any prospective bidder for the Company with respect to (i) whether or not the Receiving Party or such other prospective bidder will make a bid or offer for the Disclosing Party or (ii) the price that the Receiving Party or such other bidder may bid or offer for the Disclosing Party.\n(d) To the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and will not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by a Party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege will remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any Party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\nSection 4. Required Actions if Disclosure is Legally Sought or Compelled. In the event that the Receiving Party or any of the Receiving Party\u2019s Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information or Discussion Information, the Receiving Party will provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may in its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of the Receiving Party\u2019s Representatives are nonetheless, in the written opinion of outside legal counsel, legally compelled to disclose Confidential Information or Discussion Information to any tribunal, the Receiving Party or the Receiving Party\u2019s Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information or Discussion Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party will use the Receiving Party\u2019s reasonable best efforts to preserve the confidentiality of the Confidential Information and the Discussion Information, including by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and the Discussion Information by such tribunal; and provided further that the Receiving Party will promptly notify the Disclosing Party of (i) the Receiving Party\u2019s determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.\nSection 5. Return and Destruction of Confidential Information. In the event that the Receiving Party decides not to proceed with a Possible Transaction, the Receiving Party will promptly inform the Disclosing Party of that decision. In that case, or at any time upon the request of the Disclosing Party in its sole discretion and for any reason, the Receiving Party will as directed by the Disclosing Party promptly deliver, at the Receiving Party\u2019s expense, to the Disclosing Party or destroy all Confidential Information furnished to the Receiving Party or the Receiving Party\u2019s Representatives by or on behalf of the Disclosing Party pursuant hereto. In the event of such a decision or request, all other Confidential Information prepared by the Receiving Party or on the Receiving Party\u2019s behalf will be returned or destroyed and, upon the Disclosing Party\u2019s request, the Receiving Party will provide the Disclosing Party with prompt written confirmation of the Receiving Party\u2019s compliance with this paragraph; provided, however, that\n(a) if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material will not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered;\n(b) the Receiving Party will not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up;\n(c) the Receiving Party will not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law; and\n(d) one copy of all Confidential Information may be kept by the Receiving Party\u2019s outside counsel, if any, and such Confidential Information shall be fully protected by attorney-client privilege.\nNotwithstanding the return, destruction or continued possession pursuant to the terms of this Section 5 of the Confidential Information, the Receiving Party and the Receiving Party\u2019s Representatives will continue to be bound by the Receiving Party\u2019s obligations of confidentiality and other obligations and agreements hereunder.\nSection 6. No Agreement. Each Patty understands and agrees that no contract or agreement providing for any Possible Transaction will be deemed to exist between the Parties unless and until a final definitive agreement has been executed and delivered, and each Party hereby waives, in advance, any claims (including breach of contract) in connection with any Possible Transaction unless and until the Parties will have entered into a final definitive agreement. The Parties also agree that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The Company further reserves the right, in its sole discretion, with due notice to reject any and all proposals made by the Potential Relationship Party or any of its Representatives with regard to a Possible Transaction to determine not to engage in discussions or negotiations and to terminate discussions and negotiations with the Potential Relationship Party at any time, and to conduct, directly or through any of its Representatives, any process for any transaction involving the Company or any of its subsidiaries, if and as they in their sole discretion determine (including negotiating with any other interested parties and entering into a definitive agreement without prior notice to the Potential Relationship Party or any other person). Section 7. Representations and Warranties. Each Party represents and warrants to the other Party that it has the right to enter into this Agreement and that this Agreement is a valid and binding obligation of such Party relating to the matters herein. Each Party further represents and warrants that the terms of this Agreement are not inconsistent with other contractual obligations, express or implied, which such Party may have or any law applicable to such Party or its business. The Receiving Party understands, acknowledges and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information by virtue of this Agreement. The Receiving Party agrees that neither the Disclosing Party nor any of its Representatives will have any liability to the Receiving Party or to any of the Receiving Party\u2019s Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom.\nSection 8. Material Non-Public Information. The Receiving Party acknowledges and agrees that the Receiving Party is aware (and that the Receiving Party\u2019s Representatives are aware or, upon receipt of any Confidential Information or Discussion Information, will be advised by the Receiving Party) that (a) the Confidential Information being furnished to the Receiving Party or the Receiving Party\u2019s Representatives contains material, non-public information regarding the Disclosing Party and (b) the United States and other non-U.S. securities laws prohibit any persons who have material, nonpublic information concerning the matters which are the subject of this Agreement, including the Discussion Information, from purchasing or selling securities of a company which may be a party to a transaction of the type contemplated by this Agreement or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information.\nSection 9. No Solicitation. In consideration of the Confidential Information being furnished hereunder, each Party agrees that, for a period of six months from the date of this Agreement, such Party will not, directly or indirectly, solicit for employment with such Party or any of its Affiliates, any of the officers or employees of the other Party or its Affiliates (a) with whom such Party has had contact during the evaluation of a Possible Transaction or (b) who were identified by name and function to such Party by an officer or employee of the other Party with whom such Party or its Representatives had contact during the evaluation of a Possible Transaction. For the avoidance of doubt, employees whose names are provided by the other Party in response to a request made by such Party or its Representatives during the evaluation of a Possible Transaction are covered by this non-solicitation obligation. Notwithstanding the foregoing, nothing herein shall restrict or preclude either Party from (i) making generalized searches for employees (by use of advertisements in the media, the engagement of search firms or otherwise), (ii) continuing its ordinary course hiring practices that are not targeted specifically at employees of the other Party, (iii) hiring an employee of the other Party who first initiates an employment discussion with such Party, in each case, so long as such Party has not violated the restrictions on solicitation contained in this Agreement or (iv) if the employee is no more on the rolls of the Party.\nSection 10. Standstill.\n(a) As of the date of this Agreement, neither the Potential Relationship Party nor any of the Potential Relationship Party\u2019s Representatives acting on the Potential Relationship Party\u2019s behalf, or any person with whom any of the foregoing may be deemed to be acting in concert with respect to the Company or its securities, owns any securities of the Company to the best of their knowledge, information and belief and shall not own more than 5% during the tenure of this Agreement. The Potential Relationship Party agrees that during the Standstill Period, unless specifically invited in writing by the Company, neither the Potential Relationship Party nor any of the Potential Relationship Party\u2019s Affiliates, subsidiaries or Representatives acting on the Potential Relationship Party\u2019s behalf or on behalf of other persons acting in concert with the Potential Relationship Party will in any manner, directly or indirectly:\n(i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in: (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries or Affiliates; (ii) any tender or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or Affiliates or assets of the Company or its subsidiaries or its Affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or Affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or Affiliates,\n(ii) make, or in any way participate in, directly or indirectly, (i) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company or (ii) any demand for a copy of the Company\u2019s stock ledger, list of stockholders or any other books and records of the Company;\n(iii) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Exchange Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities;\n(iv) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company;\n(v) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (i) above; or\n(vi) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\n(b) Notwithstanding the foregoing, the provisions of ARTICLE I Section 10(a), the Potential Relationship Party or any of the Potential Relationship Party\u2019s Affiliates, subsidiaries or Representatives acting on the Potential Relationship Party\u2019s behalf may at any time and from time to time submit to the Board of Directors of the Company one or more offers, proposals or indications of interest related to a Possible Transaction that would otherwise be prohibited by ARTICLE I Section 10(a), provided that each such submission is made on a confidential basis, does not state an intention to make a public announcement related to the text or contents of such submission or discussion and is made in a manner that could not reasonably be expected to cause the Company to need to make public disclosure thereof.\n(c) The Potential Relationship Party also agrees during the Standstill Period not to request that the Company or any of its Representatives, directly or indirectly, amend or waive any provision of this ARTICLE I Section 10.\n(d) The Potential Relationship Party agrees that, if at any time during the Standstill Period, the Potential Relationship Party or any of the Potential Relationship Party\u2019s Affiliates or subsidiaries or Representatives acting on the Potential Relationship Party\u2019s behalf are approached by any third party concerning the Potential Relationship Party\u2019s or their participation in a transaction involving any assets, indebtedness or business of, or securities issued by, the Company or any of its subsidiaries, the Potential Relationship Party will promptly inform the Company of the nature of such transaction and the parties involved.\n(e) The banks approached by the Potential Relationship Party for the purpose of financing would be subject to confidentiality obligations as set forth in said Section 3, without, however, requiring such recipient bank, or its representatives, to make the Standstill undertakings stipulated in the current Section 10 of the Agreement.\n(f) The non-solicitation and stand-still obligations under Sections 9 and 10 will cease to apply on completion of the transaction.\nSection 11. Miscellaneous.\n(a) Notices. All notices, requests, claims, demands and other communications hereunder will be given in writing and will be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or e-mail of a .pdf, .tif, .gif, .jpeg or similar electronic attachment at the facsimile number or email address, respectively, specified for the relevant receiving Party before 5:30 p.m. (in the time zone of the receiving Party) on a business day (in the time zone of the receiving Party), (ii) the next business day after the date of transmission, if such notice or communication is delivered via facsimile or e-mail of a .pdf, .tif, .gif, .jpeg or similar electronic attachment at the facsimile number or email address, respectively, specified for the relevant receiving Party on a day that is not a business day or later than 5:30 p.m. on any business day (in each case, in the time zone of the receiving Party), (iii) one business day following the date of deposit with a nationally recognized overnight courier service for delivery on the following business day, or (iv) upon actual receipt by the party to whom such notice is required to be given, but if delivery is not accepted, then on the date delivery is refused. The addresses, facsimile numbers and email addresses for such notices and communications are those set forth below, or such other address, facsimile number or email address as may be designated in writing after the Effective Date, in the same manner, by any such person:\nif to the Potential Relationship Party:\nSUN PHARMACEUTICAL INDUSTRIES LTD\nAcme Plaza, Andheri \u2212 Kurla Road,\nAndheri \u2212 East, Mumbai \u2212 400 059,\nMaharashtra, India\nAttention: Mr. Ashok I. Bhuta\nFacsimile: +91 22 6184 8686\nEmail: Ashok.Bhuta@sunpharma.com\nwith a copy (which will not constitute notice) to:\nS. H. Bathiya & Associates\n2, Tardeo AC Market,\n4th Floor, Tardeo Road,\nMumbai \u2212 400 034\nAttention: Shailesh H. Bathiya\nFacsimile: +91 22 4355 8080\nEmail: shb@shbathiya.com\nif to the Company:\nInSite Vision Incorporation\n965 Atlantic Ave.\nAlameda, CA 94501\nAttention: Timothy Ruane\nFacsimile: (510) 865-5700\nEmail: TRuane@insite.com\nwith a copy (which will not constitute notice) to:\nJones Day\n1755 Embarcadero Road\nPalo Alto, CA 94303\nAttention: Timothy Curry & Jonn Beeson\nFacsimile: 1-650-739-3900\nEmail: tcurry@jonesday.com & jbeeson@jonesday.com\n(b) Severability. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity will not be deemed to affect any other provision of this Agreement or the validity of the remainder of this Agreement, and such invalid provision will be replaced with a valid provision that as closely as possible reflects the Parties\u2019 intent with respect to such invalid provision.\n(c) Entire Agreement. This Agreement contains the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter, provided that any confidentiality or non-disclosure existing between the parties prior to the date of this Agreement will continue to apply to disclosures made prior to the date of this Agreement.\n(d) Successors. This Agreement will inure to the benefit of, and be enforceable by, the Parties and each of their successors and assigns.\n(e) Remedies. It is understood and agreed that money damages would not be an adequate remedy for any breach of this Agreement by a Party or any of its Representatives and that a Party will be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach by the other Party. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity. Each Party further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this Agreement is or would be compensable by an award of money damages, and the Parties agree to waive any requirements for the securing or posting of any bond in connection with such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines (in a judgment not subject to further appeal or for which the time for appeal has expired), that a Party or any of its Representatives has breached this Agreement, then such Party will be liable and pay to the other Party the reasonable legal fees incurred by the other Party in connection with such litigation, including any appeal therefrom. If such court determines (in a judgment not subject to further appeal or for which the time for appeal has expired) that neither Party or its Representatives has breached this Agreement, then each Party will pay their own legal fees incurred in connection with such litigation and any appeal therefrom.\n(f) Third Party Beneficiaries. Each Party agrees that nothing herein expressed or implied is intended to confer upon or give any rights or remedies to any other person under or by reason of this Agreement.\n(g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without regard to the conflict of law provisions that would result in the application of the laws of any other jurisdiction.\n(h) Forum. Each Party irrevocably and unconditionally submits to the exclusive personal jurisdiction of the chancery courts of the State of Delaware or, if the chancery courts of the State of Delaware lack jurisdiction, any federal court located in the State of Delaware (and, in each case, any appellate court from any thereof), for any actions, suits or proceedings arising out of or relating to this Agreement (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party\u2019s address set forth above will be effective service of process for any action, suit or proceeding brought against such Party in any such court). Each Party irrevocably and unconditionally waives any objection that such Party may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement in the chancery courts of the State of Delaware or, if the chancery courts of the State of Delaware lack jurisdiction, any Federal court located in the State of Delaware (and, in each case, any appellate court from any thereof), and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n(i) Waiver of Jury Trial. EACH OF THE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. Each of the Parties (A) certifies that no representative, agent or attorney of the other Party has represented, expressly or otherwise, that the other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this ARTICLE I Section 11(i).\n(j) Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or by e-mail of a .pdf, .tif, .jpeg or similar attachment in two or more counterparts, and by the different Parties in separate counterparts, each of which when executed and delivered will be deemed to be an original but all of which taken together will constitute one and the same agreement. Any such counterpart, to the extent delivered using facsimile transmission or by e-mail of a .pdf, .tif, .jpeg or similar attachment will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.\n(k) No Waiver of Rights. No failure or delay by either Party in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise under this Agreement preclude any other or further exercise under this Agreement or the exercise of any other right, power or privilege hereunder.\n(l) No Modification. No provision in this Agreement can be waived, modified or amended except by written consent of the Party against whom enforcement is sought, which consent will specifically refer to the provision to be waived, modified or amended and will explicitly make such waiver, modification or amendment.\n(m) Inquiries. All inquiries for information about the Company and its subsidiaries and communications with the Company will be made through [ ] or through an employee or person who has contacted the Potential Relationship Party for and on behalf of the Company. Neither the Potential Relationship Party nor any of its Representatives will contact any third party with whom the Company or any of its subsidiaries has a business or other relationship (including any director, officer, employee, customer, supplier, stockholder or creditor of the Company or any of its subsidiaries) in connection with a Possible Transaction without the Company\u2019s prior written consent unless such person has contacted the Potential Relationship Party for and on behalf of the Company.\n(n) Term. This Agreement and all obligations will terminate three years from the date of this Agreement.\n(o) General Interpretation. Each of the Parties has been represented by independent counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and each has executed this Agreement with the advice of said independent counsel. Each Party and its counsel participated in the preparation of this Agreement, and any and all drafts of this Agreement exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Each of the Parties waives the application of any law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 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"text": "Exhibit (d)(6)\n(MESIROW FINANCIAL LOGO)\nApril 29, 2004\nPERSONAL AND CONFIDENTIAL\nSteven Yari\nTriyar Companies, Inc.\nc/o Todd Jadwin\nAlexander Dunham Securities, Inc.\n350 S. Grand\nSuite 3570\nLos Angeles, CA 90071\nDear Steven:\nYou have requested information regarding Home Products International, Inc. (the \u201cCompany\u201d, together with its subsidiaries and affiliates, is referred to herein as \u201cus\u201d or \u201cwe\u201d) in connection with your consideration of the possible acquisition of the Company (a \u201cPossible Transaction\u201d). In consideration of our furnishing you with the Evaluation Materials (as defined below) you agree as follows:\nConfidentiality of Evaluation Materials\nYou will treat confidentially any information (whether written or oral) that either we or our financial advisor, Mesirow Financial, Inc. (\u201cMesirow\u201d), or our other representatives furnish to you in connection with a Possible Transaction, together with analyses, compilations, studies or other documents prepared by you, or by your representatives (as defined hereinafter) which contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the \u201cEvaluation Materials\u201d). You recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this agreement\nThe term \u201cEvaluation Materials\u201d includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as \u201cconfidential\u201d. The term \u201cEvaluation Materials\u201d does not include information which, you establish through written documentation, (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you without violating your obligations hereunder. The terms of this section \u201cConfidentiality of Evaluation Materials\u201d shall remain in effect for 2 years from the effective date of this agreement.\nUse of Evaluation Materials\nYou will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) such information may only be disclosed to those of your directors, officers, employees, affiliates, agents, representatives (including attorneys, accountants and financial advisors), and lenders (collectively, \u201cyour representatives\u201d) who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree (in writing, if requested by the Company or its advisors), to treat such information confidential in accordance with the agreement) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated, neither you nor your representatives shall use any of the Evaluation Materials for any purpose. In any event, neither you nor any of your representatives will use the Evaluation Materials in any way which is or may be detrimental to the Company. You will be responsible for any breach of this agreement by you or your representatives. Notwithstanding any other provision hereof, the Company reserves the right not to make available hereunder any information, the provision of which is determined by us, in our sole discretion, to be inadvisable or inappropriate or competitively sensitive.\nIn the event that you or any of your representatives received a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials. The terms of this section \u201cUse of Evaluation Materials\u201d shall remain in effect for 2 years from the effective date of this agreement.\nNon-Disclosure\nThe disclosure of your possible interest in purchasing the Company could have a material adverse effect on the Company\u2019s business if for any reason an agreement of purchase and sale is not consummated or a disclosure is made prior to the closing of a Possible Transaction. Accordingly, unless required by applicable law or regulatory authority, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person (including, but not limited to, any customer, employee, supplier, creditor or competitor of the Company) the fact that discussions or negotiations are taking place concerning a possible transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof, nor will you or any of your representatives make inquiry about the Company\u2019s business to any customer, employee, supplier, creditor or competitor of the Company. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you will not, directly or indirectly, enter into any agreement, arrangement or understanding or any discussions that any lead to such agreement, arrangement or understanding with any person (other than the Company) regarding a Possible Transaction. The term \u201cperson\u201d as used in this agreement shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, limited liability company, association or individual. The terms of this section \u201cNon-Disclosure\u201d shall remain in effect for 2 years from the effective date of this agreement.\nSecurities Law Compliance\nYou acknowledge that the Evaluation Materials represent, in part, material, non-public information regarding the Company and its prospects. Accordingly, you acknowledge that you and your representatives understand that the securities laws of the United States prohibit any person who has material, non-public information concerning the Company or a Possible Transaction from purchasing or selling securities in reliance upon such information or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information.\nReturn of Documents\nUpon the Company\u2019s request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials, and shall certify the destruction of such materials in writing to the Company.\nNo Unauthorized Contact or Solicitation\nDuring the course of your evaluation, all inquiries and other communications are to be made directly to Mesirow or employees or representatives of the Company specified by Mesirow. Accordingly, you and your representatives agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the express written consent of Mesirow. You also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by you and such third parry without the prior written consent of the Company.\nWithout the Company\u2019s prior written consent, neither you nor any of your affiliates will for a period of two years from the date of this agreement directly or indirectly solicit for employment or employ any of the officers or employees of the Company (or any person whose activities are dedicated to the Company).\nStandstill\nYou agree that until two years from the date of this agreement, without the prior approval of the Board of Directors of the Company, neither you nor any of your representatives will (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph.\nNo Representation or Warranty\nAlthough the Company and Mesirow have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company, Mesirow or any of the Company\u2019s other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, Mesirow or any of the Company\u2019s other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company (\u201cSale Agreement\u201d) when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect. For purposes of this agreement, the term \u201cSale Agreement\u201d does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you.\nYou also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to the acquisition of the Company has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this agreement, for the matters specifically agreed to herein.\nYou further understand and agree that (i) the Company and Mesirow shall be free to conduct the process for the Company\u2019s sale as they in their sole discretion shall determine (including, without limitation, negotiating with any of the prospective buyers and entering into a Sale Agreement without prior notice to you or to any other person), (ii) any procedures relating to such sale may be changed at any time without notice to you or any other person and (iii) you shall not have any claims whatsoever against the Company, Mesirow or any of their respective directors, officers, employees, stockholders, owners, affiliates, agents or representatives arising out of or relating to the sale of the Company.\nLegal Remedy\nYou understand and agree that money damages would not be a sufficient remedy for any breach of this agreement by you or your representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this agreement by you or your representatives but shall be in addition to all other remedies available at law or equity. You further agree not to raise as a defense or objection to the request or granting of such relief that any breach of this agreement is or would be compensable by an award of money damages and to waive any requirements for the securing or posting of any bond in connection with such remedy.\nOther\nThis agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof This agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives.\nIf any term or provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.\nThe parties understand and agree that no failure or delay by the other party in exercising any right, power or privilege under this agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder.\nThis agreement shall be governed by and construed in accordance with the laws of the State of Illinois applicable to contracts made and to be performed therein. You irrevocably and unconditionally agree to submit to personal jurisdiction and service and venue exclusively in any federal or state court within the State of Illinois having subject matter jurisdiction over any action, suit or proceeding arising out of or relating to this agreement and the rights and obligations contained herein and waive any objection you may have to such jurisdiction, service and venue.\nIf you are in agreement with the foregoing, please sign and return one copy of this agreement, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nHOME PRODUCTS INTERNATIONAL, INC.\nBy MESIROW FINANCIAL, INC. Solely as Company\u2019s representative\nBy: /s/ Nicholas R. Pontikes\n Nicholas R. (Rocky) Pontikes Vice President\nAccepted and agreed to as of the date hereof:\nTriyar Companies, Inc.\nBy: /s/ Mark S. 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(\u201cSafeNet\u201d), a Delaware corporation with its principal place of business at 4690 Millennium Drive, Belcamp, MD) 21017 and Vector Capital Corporation (\u201cVector\u201d), a Delaware corporation with its principal place of business at 456 Montgomery Street, 19th Floor, San Francisco, CA 94104 (collectively the \u201cParties\u201d), The Parties both expect to disclose information (in such capacity, a \u201cDisclosing Party\u201d) and receive information (in such capacity, a \u201cReceiving Party\u201d),\n WHEREAS, the Parties desire to engage in discussions concerning a potential corporate transaction (the \u201cTransaction\u201d); and\n WHEREAS, the Parties may disclose certain information to each other on a confidential basis to further their discussions concerning such Transaction;\n NOW THEREFORE, in consideration of the disclosure of such confidential information by either Party, the Parties agree as follows:\n1. For purposes of this Agreement, \u201cInformation\u201d is defined as confidential or proprietary communications or data of a Party hereto, including business information, financial information, marketing plans. technical or financial information, customer lists or proposals, sketches, models, samples, computer programs and documentation, drawings, specifications, whether conveyed in oral, written, graphic, or electromagnetic form or otherwise, and all notes, analyses, compilations, forecasts, studies, interpretations or other documents prepared by either Party to the extent that they contain any such information. In addition, the existence of this Agreement and information and discussions regarding the Transaction shall be considered Information hereunder. The definition of Information shall not include information that:\n (a) is in or enters the public domain, through no fault of the Receiving Party; or\n (b) is or has been disclosed by the Disclosing Party to the Receiving Party or to a third Party without restriction; or\n (c) is already in the possession of the Receiving Party, without restriction and prior to disclosure of the information hereunder; or\n (d) is or has been lawfully disclosed by a third Party to the Receiving Party without an obligation of confidentiality; or\n (e) is developed by the Receiving Party independently of Information disclosed by the Disclosing Party and without breach of this Agreement.\n2. The Receiving Party agrees that;\n (a) it will use Information disclosed by the Disclosing Party solely for the purpose of discussing and evaluating the Transaction, and for no other purpose;\n (b) it will not distribute, disclose or disseminate Information to any third Party without the prior consent of the Disclosing Party, and will only distribute, disclose or disseminate Information to its directors, officers, employees consultants, advisors, potential sources of financing or other representatives with a need to know such information for purposes of discussing and evaluating the Transaction and who are informed by such Receiving Party of the confidential nature of the Information;\n (c) it will protect the Information of the Disclosing Part), against unauthorized disclosure and warrants that will use the same means to protect Information that it uses to protect its own confidential information, in any event no less than reasonable means.\n3. Information of the Disclosing Party shall remain the property of the Disclosing Party. No license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret.\n4. Vector agrees that, for a period of three (3) months from the termination or expiration of this Agreement, unless such shall have been specifically invited in writing by SafeNet, neither Vector nor any of the investment funds it manages will in any manner, directly or indirectly:\n (a) effect to seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of SafeNet; (ii) any tender or exchange offer, merger or other business combination involving SafeNet; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to SafeNet; or (iv) any \u201csolicitation\u201d or \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of SafeNet;\n (b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Securities Exchange Act) relating to SafeNet or its securities;\n (c) otherwise act, alone or in concert. with others, to seek to control or influence the management, Board of Directors or policies of SafeNet;\n (d) take any action which might force SafeNet to make a public announcement regarding any of the types of matters set forth in (a) above; or\n (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nYou also agree during such period not to request SafeNet (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section (including this sentence). Notwithstanding the foregoing, nothing herein shall limit Vector\u2019s ability to acquire up to l% of the SafeNet\u2019s equity securities, subject only to full compliance with all applicable securities laws and regulations.\n5. The Disclosing Party warrants that it has the right to possession and disclosure of the Information according to the terms of this Agreement. Each Party understands and acknowledges that neither Party has made any representation or warranty, express or implied, as to the accuracy or completeness of the Information and that neither Party shall have any liability to the other or any other person resulting from reliance on the Information. Only those representations or warranties that are made in a definitive agreement, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n6. Vector understands that SafeNet is a publicly-held company and that all or part of SafeNet\u2019s information may constitute material non-public information under the United States securities laws, and each Party acknowledges that it is aware that the United States securities laws prohibit any person who is in the possession of material non-public information about a company from purchasing or selling that company\u2019s securities in reliance upon such information or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities in reliance upon such information. Each Party represents that, as of the date of this agreement, neither Party nor its controlled affiliates, nor anyone acting on its or their behalf in connection with the Transaction, has acquired record or beneficial ownership of any voting securities of the other Party or of any securities convertible or exchangeable into or exercisable for voting securities of the other Party, and each Party agrees that neither it, nor any of its directors, officers or employees who have been provided with the Information will perform any purchase, sale or other transfer of any of the securities of the other Party in violation of United States securities laws.\n7. In the event that a Receiving Party is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Disclosing Party\u2019s Information, the Receiving Party will notify the Disclosing Party promptly before such Information is disclosed so that the Disclosing Party may seek a protective order or other appropriate remedy or, in the sole reasonable discretion of the Disclosing Party, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that such Disclosing Party waives compliance with the terms of this Agreement, the Receiving Party will furnish only that portion of such Information which it is advised in writing by outside counsel is legally required and will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such Information. Disclosure of information in accordance with this Section shall not be considered a breach of this Agreement.\n8. The Receiving Party shall have, or shall enter into, agreements with its parent, divisions and subsidiary companies as necessary to safeguard the Information disclosed hereunder consistent with the terms of this Agreement. With respect to its directors, officers and employees, the Receiving Party warrants that it has executed confidentiality agreements with all such directors, officers and employees who will have access to Information, and shall ensure that such directors, officers and employees protect Information according to the terms of this Agreement.\n9. Each Party acknowledges that remedies at law may be inadequate to protect it against any actual or threatened breach of this Agreement by the other Party, and, without prejudice to any other rights and remedies otherwise available to each Party, each Party agrees to any grant of injunctive relief in favor of the other Party without proof of actual damages. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that this Agreement has been breached by a Party, then the breaching Party will reimburse the non-breaching Party for its costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with all such litigation.\n10. Either Party may terminate this Agreement at will by written notice to the other Party and, if not terminated earlier, shall terminate automatically one (1) year from the Effective Date, except the obligations of use and confidentiality pursuant to Sections 2 shall continue for a period of two (2) years from the Effective Date,\n11. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply a commitment by either Party with respect to the Transaction, present or future business agreements, or any other subject matter not expressly set forth herein,\n12. At the Disclosing Party\u2019s request, all Information of the Disclosing Party in tangible form, or any copies thereof, that is in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed,\n13. Nothing in this Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of the other Party. Each Party to this Agreement is an independent organization and no agency relationship, joint venture or partnership shall be created hereby.\n14. Any amendment to this Agreement must be in writing and signed by authorized officials of each Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.\n15. This Agreement shall be governed by the laws of the State of Maryland. Each Party agrees that any proceeding relating to this Agreement shall be brought in a state court of Maryland or a court of the United States of America located in the State of Maryland. Each Party hereby consents to personal jurisdiction in any such action, consent to service of process by mail and waive any objection to venue in any such court or to any claim that such court is an inconvenient forum.\n16. This Agreement contains the entire agreement between the parties concerning the confidentiality of the Information and shall be binding upon its respective affiliates, successors and assigns. No modification of this Agreement or waiver of the terms and conditions hereof will be binding upon the parties, unless approved in writing by each Party.\nAgreed by:\nSAFENET, INC. VECTOR CAPITAL CORPORATION\nBy: /s/ Kevin Hicks By: /s/ David Fishman\n Name: Kevin Hicks Name: David Fishman\n Title: General Counsel and Vice President Title: Principal and Authorized Signatory\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 46 - ], - [ - 47, - 458 - ], - [ - 458, - 611 - ], - [ - 612, - 613 - ], - [ - 613, - 735 - ], - [ - 736, - 737 - ], - [ - 737, - 886 - ], - [ - 887, - 888 - ], - [ - 888, - 1017 - ], - [ - 1018, - 1223 - ], - [ - 1223, - 1633 - ], - [ - 1633, - 1779 - ], - [ - 1779, - 1844 - ], - [ - 1845, - 1846 - ], - [ - 1846, - 1928 - ], - [ - 1929, - 1930 - ], - [ - 1930, - 2049 - ], - [ - 2050, - 2051 - ], - [ - 2051, - 2184 - ], - [ - 2185, - 2186 - ], - [ - 2186, - 2308 - ], - [ - 2309, - 2310 - ], - [ - 2310, - 2450 - ], - [ - 2451, - 2486 - ], - [ - 2487, - 2488 - ], - [ - 2488, - 2644 - ], - [ - 2645, - 2646 - ], - [ - 2646, - 3145 - ], - [ - 3146, - 3147 - ], - [ - 3147, - 3406 - ], - [ - 3407, - 3497 - ], - [ - 3497, - 3660 - ], - [ - 3661, - 3944 - ], - [ - 3945, - 3946 - ], - [ - 3946, - 4188 - ], - [ - 4188, - 4282 - ], - [ - 4282, - 4373 - ], - [ - 4373, - 4504 - ], - [ - 4504, - 4680 - ], - [ - 4681, - 4682 - ], - [ - 4682, - 4821 - ], - [ - 4822, - 4823 - ], - [ - 4823, - 4863 - ], - [ - 4863, - 4966 - ], - [ - 4967, - 4968 - ], - [ - 4968, - 5095 - ], - [ - 5095, - 5108 - ], - [ - 5109, - 5110 - ], - [ - 5110, - 5215 - ], - [ - 5216, - 5423 - ], - [ - 5423, - 5638 - ], - [ - 5639, - 5784 - ], - [ - 5784, - 6083 - ], - [ - 6083, - 6270 - ], - [ - 6271, - 6969 - ], - [ - 6969, - 7623 - ], - [ - 7624, - 8102 - ], - [ - 8102, - 8524 - ], - [ - 8524, - 8633 - ], - [ - 8634, - 8860 - ], - [ - 8860, - 9199 - ], - [ - 9200, - 9562 - ], - [ - 9562, - 9911 - ], - [ - 9912, - 10245 - ], - [ - 10246, - 10504 - ], - [ - 10505, - 10729 - ], - [ - 10730, - 10867 - ], - [ - 10867, - 11008 - ], - [ - 11009, - 11114 - ], - [ - 11114, - 11213 - ], - [ - 11214, - 11289 - ], - [ - 11289, - 11477 - ], - [ - 11477, - 11695 - ], - [ - 11696, - 11892 - ], - [ - 11892, - 12046 - ], - [ - 12047, - 12057 - ], - [ - 12058, - 12072 - ], - [ - 12072, - 12098 - ], - [ - 12099, - 12119 - ], - [ - 12119, - 12140 - ], - [ - 12141, - 12142 - ], - [ - 12142, - 12179 - ], - [ - 12180, - 12181 - ], - [ - 12181, - 12264 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 32, - 33 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11, - 12 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 65 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 24 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 67 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11, - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 58 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25, - 27 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000850313/000095014907000090/f28028toexv99wxdyx2y.htm" - }, - { - "id": 537, - "file_name": "912263_0001047469-12-006662_a2209873zex-99_d2.htm", - "text": "STRICTLY CONFIDENTIAL\nJanuary 27, 2012\nSycamore Partners Management, L.L.C.\n9 West 57 Street, 31 Floorthst\nNew York, New York 10019\nAttention: Stefan Kaluzny\nManaging Director\nDear Mr. Kaluzny:\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this \u201cAgreement\u201d) is dated as of January 27, 2012 by and between Sycamore Partners Management, L.L.C., a Delaware limited liability company (the \u201cReceiving Party\u201d) and The Talbots, Inc., a Delaware corporation (together with its subsidiaries, the \u201cCompany\u201d).\n1. Confidential Information; Representatives. (a) The Receiving Party is considering a possible business combination transaction (whether negotiated directly with the Company\u2019s Board of Directors or otherwise) with respect to the Company (the \u201cTransaction\u201d), and, in order to assist the Receiving Party in evaluating the possible Transaction, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, principals, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, and financial advisors (collectively, \u201cRepresentatives\u201d) of the Receiving Party, the Receiving Party agrees to treat the Confidential Information strictly in accordance with the provisions of this Agreement and to otherwise comply, and to cause its Representatives to comply, with all obligations hereinafter set forth.\n(b) The term \u201cConfidential Information\u201d shall include, without limitation, any and all information concerning the Company and its business, operations, strategic initiatives, financing, employees, strategies or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company, whether furnished before or after the date of this Agreement, including, without limitation, any written or oral analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized, verbal form or otherwise), that contain or otherwise reflect Confidential Information concerning the Company or its business, operations, strategic initiatives, financing, employees, strategies or prospects prepared by or on behalf of the Receiving Party, any of the Receiving Party\u2019s Representatives, the Company or any Company Representatives (as defined below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information.\n2. Excluded Information. The Confidential Information shall not include information that the Receiving Party can demonstrate (a) is or becomes available to the public other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) was in the Receiving Party\u2019s possession prior to disclosure by the Company, provided that such information, to the Receiving Party\u2019s knowledge, was not subject to another confidentiality agreement with the Company or another party, (c) has been independently developed by the Receiving Party without reference to, or the use of, any Confidential Information or (d) is disclosed to the Receiving Party by a third party, to the Receiving Party\u2019s knowledge, not bound by any duty or obligation of confidentiality on a non-confidential basis.\n3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information solely for the purpose of evaluating a possible Transaction. The Receiving Party shall, and shall cause its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make disclosure of information contained in the Confidential Information if required by applicable law, regulation or legal or regulatory process; provided, that the Receiving Party shall have first complied with the terms of Section 9 hereof, (ii) the Receiving Party may make disclosure of information contained in the Confidential Information to the extent that the Company gives its prior written consent, and (iii) any information contained in the Confidential Information may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence to the same extent as described herein; provided, further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company\u2019s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives.\n(b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, the Receiving Party shall not (and shall cause its affiliates, subject to Section 22 hereof, not to), directly or indirectly, (i) use the Confidential Information to divert or attempt to divert any business or customer of the Company or (ii) employ or solicit, or initiate contact for employment with, any (A) director, officer or other senior or key employee of the Company or (B) any other employee of the Company whom the Receiving Party meets during its evaluation of the possible Transaction or about whom the Receiving Party receives Confidential Information; provided, however, a general advertisement or other recruiting efforts not specifically targeting any such employees of the Company shall not be considered a solicitation or unauthorized hiring.\n(c) If the Receiving Party discovers any unauthorized disclosure or use of any Confidential Information by it or its Representatives, the Receiving Party hereby covenants to promptly notify the Company in writing of any such unauthorized disclosure or use.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the Company or except as may be required by applicable law or regulation, the Receiving Party and its Representatives shall not disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content, timing and status of such discussions or negotiations (the \u201cDiscussion Information\u201d).\n5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives. Neither the Company nor any of its directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the \u201cCompany Representatives\u201d) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party\u2019s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party\u2019s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect.\n6. Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the \u201cStandstill Period\u201d), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party\u2019s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company\u2019s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company\u2019s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).\n7. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents or materials prepared by the Receiving Party or its Representatives that contain or reflect any Confidential Information shall be destroyed. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party\u2019s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party\u2019s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is \u201cbacked-up\u201d on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof.\n8. 2012 Annual Stockholders Meeting. The Company agrees (a) that the meeting date for its 2012 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 28, 2012) will be held no earlier than thirty-one days after the first anniversary of the Company\u2019s 2011 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 29, 2011) and (b) to provide the Receiving Party a copy of the press release announcing the date of its 2012 annual meeting on the date such press release is publicly issued.\n9. Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by its legal counsel is legally required to be disclosed and\n(d) if requested by the Company, cooperate with the Company in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed.\n10. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a Transaction has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n11. Remedies. Each of the parties hereto acknowledges that in the event of any breach of the terms of this Agreement, the other party could not be made whole by monetary damages only. Accordingly, each of the parties hereto, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this Agreement.\n12. Communications. Without the Company\u2019s prior written consent, which may be withheld by the Company in its sole discretion, the Receiving Party shall not (and shall cause its Representatives not to) initiate, other than through the Company\u2019s financial and legal advisors or such other persons, as designated by the Company in writing, any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible Transaction or other transaction between the parties or (c) communication relating to the business of the Company or the possible Transaction, in each case, with any officer, director or employee of the Company.\n13. Securities Laws. The Receiving Party acknowledges that it is aware and that the Receiving Party and its Representatives have been advised that the United States securities laws prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n14. Entire Agreement; Amendments. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.\n15. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n16. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. Each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agrees that service of any process, summons, notice or document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against such party; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of New York has been brought in an inconvenient forum.\n17. Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a party has breached this Agreement, then such party shall be liable and pay to the non-breaching party the legal fees and expenses such non-breaching party has incurred in connection with such litigation, including any appeal therefrom.\n18. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.\n20. Severability. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.\n21. Notices. All notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by email or electronic facsimile transfer (with such facsimile confirmed in writing by mail simultaneously dispatched) to the Company at the address specified below:\nThe Talbots, Inc.\nAttention: Chief Operating Officer\nOne Talbots Drive\nHingham, MA 02043\nTelephone: 781-741-7600\nFacsimile: 781-741-4927\nwith copies to:\nThe Talbots, Inc.\nAttention: General Counsel\n211 South Ridge St.\nRye Brook, NY 10573\nTelephone: 914-934-8877\nFacsimile: 914-934-9136\nand\nDewey & LeBoeuf LLP\nAttention: Morton A. Pierce, Esq.\nChang-Do Gong, Esq.\n1301 Avenue of the Americas\nNew York, NY 10019\nTelephone: 212-259-8000\nFacsimile: 212-259-6333\n22. Non-Private Equity Affiliates. Notwithstanding anything to the contrary provided elsewhere herein, none of the provisions of this Agreement shall in any way limit the ordinary course business services and activities of the Receiving Party and its affiliates; provided, that (a) such services and activities are distinct from the private equity business and (b) the Confidential Information is not made available to Representatives of the Receiving Party and its affiliates who are not involved in the private equity business or who are engaged in investments that are not private equity investments and such ordinary course business services and activities are otherwise conducted without any reference to, or use of, the Confidential Information. The Receiving Party further represents to the Company that the Receiving Party has implemented appropriate internal restrictions on the sharing of confidential information (including, without limitation, the implementation of ethical walls around certain affiliates, to comply with federal securities laws of the United States).\n23. Termination. Except as otherwise specified herein, the obligations of the parties set forth in this Agreement shall terminate and be of no further force and effect eighteen months from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first written above.\nTHE TALBOTS, INC.\nBy /s/ Richard T. O\u2019Connell, Jr.\nName: Richard T. O\u2019Connell, Jr.\nTitle: Executive Vice President\nSYCAMORE PARTNERS MANAGEMENT, L.L.C.\nBy /s/ Stefan Kaluzny\nName: /s/ Stefan Kaluzny\nTitle: Managing Director\n", - "spans": [ - [ - 0, - 21 - ], - [ - 22, - 38 - ], - [ - 39, - 75 - ], - [ - 76, - 106 - ], - [ - 107, - 131 - ], - [ - 132, - 157 - ], - [ - 158, - 175 - ], - [ - 176, - 193 - ], - [ - 194, - 219 - ], - [ - 220, - 510 - ], - [ - 511, - 557 - ], - [ - 557, - 1070 - ], - [ - 1070, - 1683 - ], - [ - 1684, - 2874 - ], - [ - 2875, - 2900 - ], - [ - 2900, - 3000 - ], - [ - 3000, - 3161 - ], - [ - 3161, - 3397 - ], - [ - 3397, - 3526 - ], - [ - 3526, - 3703 - ], - [ - 3704, - 3770 - ], - [ - 3770, - 3935 - ], - [ - 3935, - 4159 - ], - [ - 4159, - 4431 - ], - [ - 4431, - 4601 - ], - [ - 4601, - 5115 - ], - [ - 5115, - 5258 - ], - [ - 5259, - 5487 - ], - [ - 5487, - 5598 - ], - [ - 5598, - 5667 - ], - [ - 5667, - 5739 - ], - [ - 5739, - 6121 - ], - [ - 6122, - 6378 - ], - [ - 6379, - 6427 - ], - [ - 6427, - 6832 - ], - [ - 6833, - 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Confidential Information; Representatives. (a) The Receiving Party is considering a possible business combination transaction (whether negotiated directly with the Company\u2019s Board of Directors or otherwise) with respect to the Company (the \u201cTransaction\u201d), and, in order to assist the Receiving Party in evaluating the possible Transaction, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, principals, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, and financial advisors (collectively, \u201cRepresentatives\u201d) of the Receiving Party, the Receiving Party agrees to treat the Confidential Information strictly in accordance with the provisions of this Agreement and to otherwise comply, and to cause its Representatives to comply, with all obligations hereinafter set forth.\n(b) The term \u201cConfidential Information\u201d shall include, without limitation, any and all information concerning the Company and its business, operations, strategic initiatives, financing, employees, strategies or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company, whether furnished before or after the date of this Agreement, including, without limitation, any written or oral analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized, verbal form or otherwise), that contain or otherwise reflect Confidential Information concerning the Company or its business, operations, strategic initiatives, financing, employees, strategies or prospects prepared by or on behalf of the Receiving Party, any of the Receiving Party\u2019s Representatives, the Company or any Company Representatives (as defined below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information.\n2. Excluded Information. The Confidential Information shall not include information that the Receiving Party can demonstrate (a) is or becomes available to the public other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) was in the Receiving Party\u2019s possession prior to disclosure by the Company, provided that such information, to the Receiving Party\u2019s knowledge, was not subject to another confidentiality agreement with the Company or another party, (c) has been independently developed by the Receiving Party without reference to, or the use of, any Confidential Information or (d) is disclosed to the Receiving Party by a third party, to the Receiving Party\u2019s knowledge, not bound by any duty or obligation of confidentiality on a non-confidential basis.\n3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information solely for the purpose of evaluating a possible Transaction. The Receiving Party shall, and shall cause its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make disclosure of information contained in the Confidential Information if required by applicable law, regulation or legal or regulatory process; provided, that the Receiving Party shall have first complied with the terms of Section 9 hereof, (ii) the Receiving Party may make disclosure of information contained in the Confidential Information to the extent that the Company gives its prior written consent, and (iii) any information contained in the Confidential Information may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence to the same extent as described herein; provided, further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company\u2019s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives.\n(b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, the Receiving Party shall not (and shall cause its affiliates, subject to Section 22 hereof, not to), directly or indirectly, (i) use the Confidential Information to divert or attempt to divert any business or customer of the Company or (ii) employ or solicit, or initiate contact for employment with, any (A) director, officer or other senior or key employee of the Company or (B) any other employee of the Company whom the Receiving Party meets during its evaluation of the possible Transaction or about whom the Receiving Party receives Confidential\nInformation; provided, however, a general advertisement or other recruiting efforts not specifically targeting any such employees of the Company shall not be considered a solicitation or unauthorized hiring.\n(c) If the Receiving Party discovers any unauthorized disclosure or use of any Confidential Information by it or its Representatives, the Receiving Party hereby covenants to promptly notify the Company in writing of any such unauthorized disclosure or use.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the Company or except as may be required by applicable law or regulation, the Receiving Party and its Representatives shall not disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content, timing and status of such discussions or negotiations (the \u201cDiscussion Information\u201d).\n5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives. Neither the Company nor any of its directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the \u201cCompany Representatives\u201d) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party\u2019s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party\u2019s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect.\n6. Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the \u201cStandstill Period\u201d), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of\nany of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party\u2019s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company\u2019s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company\u2019s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).\n7. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents or materials prepared by the Receiving Party or its Representatives that contain or reflect any Confidential Information shall be destroyed. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party\u2019s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party\u2019s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is \u201cbacked-up\u201d on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof.\n8. 2012 Annual Stockholders Meeting. The Company agrees (a) that the meeting date for its 2012 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 28, 2012) will be held no earlier than thirty-one days after the first anniversary of the Company\u2019s 2011 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 29, 2011) and (b) to provide the Receiving Party a copy of the press release announcing the date of its 2012 annual meeting on the date such press release is publicly issued.\n9. Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by its legal counsel is legally required to be disclosed and (d) if requested by the Company, cooperate with the Company in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed.\n10. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a Transaction has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n11. Remedies. Each of the parties hereto acknowledges that in the event of any breach of the terms of this Agreement, the other party could not be made whole by monetary damages only. Accordingly, each of the parties hereto, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this Agreement.\n12. Communications. Without the Company\u2019s prior written consent, which may be withheld by the Company in its sole discretion, the Receiving Party shall not (and shall cause its Representatives not to) initiate, other than through the Company\u2019s financial and legal advisors or such other persons, as designated by the Company in writing, any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible Transaction or other transaction between the parties or (c) communication relating to the business of the Company or the possible Transaction, in each case, with any officer, director or employee of the Company.\n13. Securities Laws. The Receiving Party acknowledges that it is aware and that the Receiving Party and its Representatives have been advised that the United States securities laws prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n14. Entire Agreement; Amendments. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.\n15. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n16. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. Each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agrees that service of any process, summons, notice or document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against such party; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of New York has been brought in an inconvenient forum.\n17. Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a party has breached this Agreement, then such party shall be liable and pay to the non-breaching party the legal fees and expenses such non-breaching party has incurred in connection with such litigation, including any appeal therefrom.\n18. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.\n20. Severability. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.\n21. Notices. All notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by email or electronic facsimile transfer (with such facsimile confirmed in writing by mail simultaneously dispatched) to the Company at the address specified below:\n The Talbots, Inc.\n Attention: Chief Operating Officer\n One Talbots Drive\n Hingham, MA 02043\n Telephone: 781-741-7600\n Facsimile: 781-741-4927\n with copies to:\n The Talbots, Inc.\n Attention: General Counsel\n 211 South Ridge St.\n Rye Brook, NY 10573\n Telephone: 914-934-8877\n Facsimile: 914-934-9136\n and\n Dewey & LeBoeuf LLP\n Attention: Morton A. Pierce, Esq.\n Chang-Do Gong, Esq.\n 1301 Avenue of the Americas\n New York, NY 10019\n Telephone: 212-259-8000\n Facsimile: 212-259-6333\n22. Non-Private Equity Affiliates. Notwithstanding anything to the contrary provided elsewhere herein, none of the provisions of this Agreement shall in any way limit the ordinary course business services and activities of the Receiving Party and its affiliates; provided, that (a) such services and activities are distinct from the private equity business and (b) the Confidential Information is not made available to Representatives of the Receiving Party and its affiliates who are not involved in the private equity business or who are engaged in investments that are not private equity investments and such ordinary course business services and activities are otherwise conducted without any reference to, or use of, the Confidential Information. The Receiving Party further represents to the Company that the Receiving Party has implemented appropriate internal restrictions on the sharing of confidential information (including, without limitation, the implementation of ethical walls around certain affiliates, to comply with federal securities laws of the United States).\n23. Termination. Except as otherwise specified herein, the obligations of the parties set forth in this Agreement shall terminate and be of no further force and effect eighteen months from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first written above.\nTHE TALBOTS, INC.\nBy /s/ Richard T. O\u2019Connell, Jr.\nName: Richard T. 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23, - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000912263/000119312512285724/d371520dex99e4.htm" - }, - { - "id": 540, - "file_name": "1001113_0000950134-07-005231_f27921orexv99wxdyx3y.htm", - "text": "(ORACLE LOGO)\nCONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS\nThis Confidential Disclosure Agreement (\u201cAgreement\u201d) is entered into as of the effective date listed below (\u201cEffective Date\u201d) by Oracle Corporation (\u201cOracle\u201d) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (\u201cCompany\u201d).\nOracle and the Company are entering into discussions concerning a possible strategic transaction (the \u201cTransaction\u201d). The parties expect to make available to one another certain non-public, confidential and/or proprietary information, both oral and written, which may include information concerning their respective business prospects and plans, financial condition, technology, customers, know-how, trade secrets, operations, assets and liabilities (collectively, the \u201cEvaluation Material\u201d). As a condition to each party furnishing the Evaluation Material to the other party and the directors, officers, employees, agents or advisors of such party or its subsidiaries (collectively, \u201cRepresentatives\u201d), each party agrees that the Evaluation Material furnished to it hereunder shall be treated as confidential subject to the terms of this Agreement.\n1. Evaluation Material. \u201cEvaluation Material\u201d also includes notes, analyses, compilations, studies, plans, interpretations or other documents prepared by the receiving party or its Representatives which contain or are based upon the Evaluation Material furnished to such party hereunder. The term \u201cEvaluation Material\u201d does not include information that (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) is or becomes available to the receiving party from a source other than the disclosing party or any of its Representatives, provided that such source was not known or reasonably should be known by the receiving party to be bound by a duty of confidentiality with respect to such information; (iii) is disclosed by the disclosing party to a third party without a duty of confidentiality; (iv) is independently developed by the receiving party without use of the Evaluation Material; or (v) is disclosed under operation of law.\n2. Non-Disclosure/Security/Use. Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person any of the other party\u2019s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction and will use such Evaluation Materials only for the purpose of evaluating a Transaction. Each party agrees to use reasonable measures to protect against the loss, theft or unauthorized use of the Evaluation Materials.\n3. Personally Identifiable Information. The Evaluation Materials may include human resources data and/or other information that serves to identify one or more individuals (\u201cPII\u201d). The receiving party agrees to notify the disclosing party of any request received by the receiving party for access, correction, amendment or redaction of any PII. The disclosing party shall be responsible for compliance with all such requests. The receiving party also agrees to notify the disclosing party of any actual or suspected improper acquisition of PII of which the receiving party becomes aware.\n4. Residuals. Nothing in this Agreement shall be construed to limit either party\u2019s ability to use \u201cresiduals\u201d relating to the Evaluation Material of the other party. The term \u201cresiduals\u201d shall mean information included in the Evaluation Material in nontangible form (i.e., not written or other documentary form, including tape or disk), which is incidentally retained in the memories of employees of either party who have had access to the Evaluation Material, including ideas, know-how, or techniques contained therein, and where the source of the Evaluation Material has become remote (e.g., as a result of the passage of time or the employee\u2019s subsequent exposure to information of a similar nature from other sources) that the employee in good faith believes that it is not Evaluation Material. Neither party shall have any obligation to limit or restrict the assignment of its employees or to pay royalties to the other party in connection with any use of residuals.\n5. Independent Development. Nothing in this Agreement shall be construed to limit or preclude either party from developing, using, marketing, licensing, and/or selling any independently developed software, technology or other materials similar or related to the Evaluation Material without otherwise violating this Agreement.\n6. Required Disclosure. In the event that a party or its Representatives is required by Law, rule or stock exchange regulation to disclose any of the other party\u2019s Evaluation Material or the fact that discussions between the parties are taking place concerning the Transaction, the party required to make such disclosure shall, to the extent practicable, provide the other party with prior written notice of any such requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order, other remedy or waiver is not obtained, the party required to make the disclosure shall furnish only that portion of the Evaluation Material that such party determines, alter consulting with counsel, is required to disclose and shall exercise all reasonable efforts to preserve the confidentiality of the other party\u2019s Evaluation Material.\n7. Termination of Discussions. This Agreement and all rights and obligations hereunder shall terminate on the second anniversary of the Effective Date. Promptly upon notice from either party that it does not wish to proceed with the Transaction, each party shall return to the other party or destroy all copies of the Evaluation Material (including all documents based thereon) in its possession or in the possession of its Representatives, except that outside counsel to the receiving party may retain one copy of the Evaluation Material for archival purposes and solely to comply with applicable law, rule or regulation. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality and other obligations hereunder for a period ending on the second anniversary of the Effective Date.\n8. Definitive Agreements. Unless and until a final definitive agreement, regarding the Transaction has been executed, no contract or agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any legal obligation whatsoever with respect to the Transaction by virtue of this Agreement except for the matters specifically agreed to herein. The term \u201cdefinitive agreement\u201d does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material under this Agreement, to reject any and all proposals with regard to the Transaction and to terminate discussions and negotiations at any time.\n9. Entire Agreement. This Agreement sets forth the entire agreement with respect to the Evaluation Material disclosed hereunder and supersedes all prior or contemporaneous agreements concerning such Evaluation Material, whether written or oral. All additions or modifications to this Agreement must be made in writing and must be signed by both parties.\n10. Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of this Agreement shall be. invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby,\n11. Governing Law, Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the procedural and substantive laws of the state of California and shall be deemed executed in Redwood City, California. Any legal action or proceeding relating to this Agreement shall be instituted exclusively in any state or federal court In San Francisco or San Mateo County, California. Company and Oracle irrevocably and unconditionally agree to submit to the exclusive jurisdiction of, and agree that the venue is proper in, the aforesaid courts in any such legal action or proceeding.\n12. Relief. Each party agrees that money damages will not be a sufficient remedy for any breach of this Agreement by it or its Representatives, and that the other party is entitled specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity.\nORACLE CORPORATION HYPERION SOLUTIONS CORPORATION\nBy: /s/ Douglas Kehring By: /s/ Mark Cochran\nName: Douglas Kehring Name: Mark Cochran\nTitle: Authorized Signatory Title: VP & General Counsel\nEffective Date: Jan. 2, 2007 Address: 5450 Great America Pkway\n", - "spans": [ - [ - 0, - 13 - ], - [ - 14, - 69 - ], - [ - 70, - 336 - ], - [ - 337, - 455 - ], - [ - 455, - 830 - ], - [ - 830, - 1186 - ], - [ - 1187, - 1211 - ], - [ - 1211, - 1475 - ], - [ - 1475, - 1540 - ], - [ - 1540, - 1628 - ], - [ - 1628, - 1925 - ], - [ - 1925, - 2020 - ], - [ - 2020, - 2118 - ], - [ - 2118, - 2158 - ], - [ - 2159, - 2191 - ], - [ - 2191, - 2620 - ], - [ - 2620, - 2748 - ], - [ - 2749, - 2789 - ], - [ - 2789, - 2929 - ], - [ - 2929, - 3093 - ], - [ - 3093, - 3174 - ], - [ - 3174, - 3335 - ], - [ - 3336, - 3350 - ], - [ - 3350, - 3502 - ], - [ - 3502, - 4135 - ], - [ - 4135, - 4307 - ], - [ - 4308, - 4336 - ], - [ - 4336, - 4633 - ], - [ - 4634, - 4658 - ], - [ - 4658, - 5206 - ], - [ - 5206, - 5586 - ], - [ - 5587, - 5618 - ], - [ - 5618, - 5739 - ], - [ - 5739, - 6210 - ], - [ - 6210, - 6479 - ], - [ - 6480, - 6506 - ], - [ - 6506, - 6878 - ], - [ - 6878, - 6984 - ], - [ - 6984, - 7228 - ], - [ - 7229, - 7250 - ], - [ - 7250, - 7474 - ], - [ - 7474, - 7582 - ], - [ - 7583, - 7602 - ], - [ - 7602, - 7702 - ], - [ - 7702, - 7927 - ], - [ - 7928, - 7961 - ], - [ - 7961, - 8179 - ], - [ - 8179, - 8349 - ], - [ - 8349, - 8549 - ], - [ - 8550, - 8562 - ], - [ - 8562, - 8807 - ], - [ - 8807, - 8971 - ], - [ - 8972, - 9021 - ], - [ - 9022, - 9066 - ], - [ - 9067, - 9107 - ], - [ - 9108, - 9163 - ], - [ - 9164, - 9226 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4, - 18 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 12, - 27 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 10 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Contradiction", - "spans": [ - 23, - 24 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001001113/000095013407005231/f27921orexv99wxdyx3y.htm" - }, - { - "id": 542, - "file_name": "1010552_0000912057-01-520246_a2051644zex-99_20.htm", - "text": "CONFIDENTIALITY AND STANDSTILL AGREEMENT\n This Confidentiality and Standstill Agreement (the \"Agreement\") is entered into as of this 7th day of March, 2001, by and between Polycom, Inc. (\"Polycom\"), and PictureTel Corporation (\"PictureTel\"), a Delaware corporation.\nWITNESSETH:\n WHEREAS, Polycom and PictureTel may consider engaging in discussions with respect to a possible negotiated business combination involving PictureTel and Polycom or their respective subsidiaries (the \"Transaction\") and, prior to or during the course of any such discussions, PictureTel and Polycom each may have disclosed or, in the future, may disclose and make available to the other certain information concerning its business prospects, financial condition, operations, assets and liabilities;\n WHEREAS, all such information furnished to a party or its Representatives (as defined below) by or on behalf of the other party (irrespective of the form of communication and whether such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by a party or its Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the \"Confidential Information;\" and\n WHEREAS, each of Polycom and PictureTel hereby agrees to receive such Confidential Information of the other and to disclose such Confidential Information to the other subject to the following terms and conditions.\n NOW, THEREFORE, for and in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:\n 1. Non-Disclosure of Confidential Information. (a) Each of PictureTel and Polycom shall (i) use the Confidential Information obtained from the other solely for the purpose of evaluating a possible Transaction and for no competitive or other purpose; (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers, consultants and attorneys) acting on its behalf (collectively, its \"Representatives\") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time; (iii) inform its Representatives of the confidential nature of the Confidential Information and direct its Representatives to treat the Confidential Information confidentially and in accordance with the terms of this Agreement; (iv) take all additional reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by its Representatives.\n (b) If either party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that such party will provide the other party with prompt notice of such request so that such other party may seek an appropriate protective order and/or waive the notifying party's compliance with the provisions of this Agreement. If, in the absence of a protective order, either party is nonetheless compelled to disclose Confidential Information, such party may disclose, without liability hereunder, only that portion of the Confidential Information that such party is advised in writing by outside legal counsel is legally required to be disclosed; provided that such party gives to the other party written notice of the portion of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon such other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.\n 2. Non-Disclosure of Negotiations or Agreements. Except as required by law, neither PictureTel, Polycom nor their respective Representatives shall disclose to any person (including, without limitation, any director, officer or employee that is not set forth on Annex A) the existence, status or terms of any discussions, negotiations or agreements between them concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any similar terms, agreements or understandings between PictureTel and Polycom with respect thereto, or that such party has provided to or received from the other Confidential Information, without obtaining the prior written consent of the other party. The term \"person\" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or other entity or individual.\n 3. Ownership of Confidential Information. Each party shall keep a reasonable record of the Confidential Information received by it and the location of such Confidential Information. All written Confidential Information delivered by one party hereto to the other party pursuant to the Agreement shall be and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return such Confidential Information and shall not retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) provide a certificate to the delivering party certifying that the foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return. Notwithstanding the return or destruction of the Confidential Information, each party and its Representatives will continue to be bound by the confidentiality and other obligations hereunder. Each party will keep a record of each person, other than its Representatives, that is afforded access to the other party and/or the Confidential Information of the other party, and before such access is afforded, each party agrees to inform such person of the requirements of this Agreement. Each party will furnish to the other party, upon request, a written copy of such record of such persons, other than its Representatives, that have been afforded access to the other party and/or the Confidential Information.\n 4. Information Not Deemed Confidential Information. The term \"Confidential Information\" does not include information that (i) is or becomes generally available to the public, other than, as a result of a disclosure by the receiving party or its Representatives in violation of this Agreement; (ii) is or becomes available to the receiving party from a source other than the delivering party or its Representatives, provided that such source is not known by the receiving party to be bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party by or on behalf of the delivering party, provided that the person providing such information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation.\n 5. No Warranty. Neither PictureTel, Polycom nor any of their respective officers, directors, employees, representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to the delivering party from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.\n 6. No Agreement. Unless a definitive agreement regarding a Transaction between PictureTel and Polycom has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time. Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such other provision) and explicitly make such waiver or amendment.\n 7. Non Solicitation. Unless a Transaction is consummated, each party agrees that, for a period of eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the\n(i) employees of the other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party. It is expressly understood that this Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes. Unless otherwise agreed by either party, all (i) communications regarding a possible Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted or directed only to the President or Chief Financial Officer of the other party. Without the prior written consent of the President of the other party, neither party nor its Representatives will initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction.\n 8. Non-Public Information. PictureTel has outstanding publicly-held securities and the Confidential Information contains material non-public information. Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, and each party agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of such Act or rules or regulations, including, without limitation, Rules 10b-5 and 14e-3.\n 9. Standstill. Each of the parties agrees that, until the expiration of eighteen months from the date of this Agreement, without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) in any manner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly any securities (or rights in respect thereof), assets or property of the other party or any of its subsidiaries, whether such agreements or proposals or offers are made with or to the other party (or any controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any \"solicitation\" of \"proxies\" (as such terms are used in the proxy rules of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any of its subsidiaries; (iv) form, join or in any way participate in a \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the other party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any of such activities to any other person; or (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance (including debt or equity financial assistance) to or hold discussions with or invest in any other person in connection with any of the foregoing. Each party also agrees that, during such eighteen month period, neither it nor any of its affiliates will: (i) request the other party or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to the other party or any of its subsidiaries that could reasonably be expected to require the other party to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of such party or any other person acquiring control of the other party, whether by means of a business combination or otherwise. Notwithstanding any other provision hereof, this Section 9 shall not apply to a party in the event of a bona fide publicly announced proposal, offer or agreement by a third party not acting in concert with such party (i) to acquire more than 51% of any class of stock (or rights in respect thereof) of the other party or (ii) to acquire the other party, or all or substantially all of its assets, by means of a merger, consolidation, asset purchase or other similar transaction. Additionally, the Principal or President of a party may contact the Principal or President of the other party for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by the President of the other party, no offer or proposal shall be made that would require public disclosure or formal consideration by such other party or its Board of Directors.\n 10. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege hereunder. Any waiver of a breach hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.\n 11. Remedies. Each party agrees to indemnify the other party from any damages, loss, cost or liability (including, without limitation, legal fees and the cost of enforcing this Agreement) arising out of or resulting from any unauthorized use or disclosures of any Confidential Information by the other party or its Representatives. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by either party and that the non-breaching party shall be entitled to seek equitable relief, including specific performance and injunction, as a remedy for any such breach. Each party agrees to waive, and to use its best efforts to cause its directors, officers, employees or agents to waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by either party, but shall be in addition to all other remedies available at law or in equity to the non-breaching party.\n 12. Governing Law. This Agreement is for the benefit of the parties and their respective directors, officers, employees, representatives and agents and their respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice of law rules of the Commonwealth of Massachusetts.\n 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same Agreement.\n 14. Severability. 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"url": "https://www.sec.gov/Archives/edgar/data/0001010552/000091205701520246/a2051644zex-99_20.htm" - }, - { - "id": 543, - "file_name": "1011344_0001193125-08-097987_dex99d5.htm", - "text": "Exhibit (d)(5)\nPACKETEER, INC.\nTWO WAY NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS Agreement is made and entered into by and between PACKETEER, INC. (\u201cPacketeer\u201d) and Blue Coat Systems, Inc., a Delaware corporation, having offices at 420 North Mary Avenue, Sunnyvale, CA 94085, to assure the protection and preservation of the confidential and/or proprietary nature of each party\u2019s confidential information. Each party will disclose such information solely for the purpose of evaluating the possibility of entering into a business relationship between the parties hereto (the \u201cPurpose\u201d). In reliance upon and in consideration of the following undertakings, the parties agree as follows:\n1. Definition. Subject to the limitations set forth in Section 2, all information (including but not limited to ideas, techniques, works of authorship, models, inventions, know-how, processes, equipment, algorithms, software source documents and formulae related to the current, future, and proposed products and services of each of the parties and information concerning research, development, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans), disclosed by one party (the \u201cDiscloser\u201d) to the other party (the \u201cRecipient\u201d) which is labeled or marked \u201cConfidential\u201d or with some other similar proprietary legend, or which, in the context of the disclosure, the Recipient has reason to believe is confidential, shall be deemed to be \u201cConfidential Information.\u201d If Confidential Information is disclosed in oral form, the Discloser shall identify it as confidential at the time of disclosure and thereafter summarize it in writing and transmit such summary to the Recipient within thirty (30) days of the oral disclosure.\n2. Exclusions. \u201cConfidential Information\u201d excludes information which: (a) is now or hereafter becomes generally known or available, through no act or failure to act on Recipient\u2019s part; (b) Recipient independently knows at the time of receiving such information; (c) a third party hereafter furnishes to Recipient without restriction on disclosure and without breach of any confidentiality obligations; (d) Recipient has independently developed without using any Confidential Information or breaching this Agreement; or (e) Discloser gives written permission to Recipient to disclose.\n3. Restrictions/Obligations. Recipient shall: (a) only disclose the Confidential Information to those employees and contractors with a need to know; provided that Recipient binds those employees and contractors to terms at least as restrictive as those stated in this Agreement (or, with respect to professional advisors, advises them of its obligations with respect to the Confidential Information); (b) not disclose any Confidential Information to any third party, without Discloser\u2019s prior written consent; (c) use such Confidential Information only to the extent required to accomplish the Purpose; (d) not reproduce Confidential Information in any form except as required to accomplish the Purpose; (e) not reverse engineer, decompile, or disassemble any software disclosed by the Discloser; (f) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and (g) promptly provide the Discloser with notice of any actual or threatened breach of the terms of this Agreement. However, Recipient may disclose Confidential Information in accordance with a judicial or other governmental order provided that Recipient shall give Discloser written notice prior to such disclosure. Subject to Recipient\u2019s obligations of non-disclosure, Recipient shall be free to use the residuals resulting from the use or access to the Confidential Information of Discloser. The term \u201cresiduals\u201d means information in intangible form which is retained in the unaided memory of persons who have had access to the Confidential Information, without reference to such information in tangible or fixed form. Solely with respect to non-technical Confidential Information, Recipient\u2019s obligations under this Section 3 shall expire one (1) year from the date of disclosure of such non-technical Confidential Information.\n4. Ownership and Return of Confidential Information. All Confidential Information (including all copies thereof) shall remain the property of Discloser. All copies shall bear all proprietary markings contained on or in the originals. Upon the request of Discloser, Recipient shall, at Recipient\u2019s option, either (a) return such materials to Discloser, or (b) certify the destruction thereof.\n5. Rights. No rights or licenses to trademarks, inventions, copyrights, patents or any other intellectual property rights are implied or granted under this Agreement. Subject to the obligations of this Agreement, neither party will be precluded from independently developing technology or pursuing business opportunities similar to those covered by the Confidential Information disclosed hereunder. Each party retains sole discretion to assign or reassign the job responsibilities of its employees. Each party acknowledges that the other party may currently or in the future be developing information internally, or receiving information from third parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to those contemplated by or embodied in the Confidential Information, provided the Recipient does not violate its obligations under this Agreement.\n6. Term and Termination. This Agreement shall remain in full force and effect for a period of three (3) years unless terminated sooner as set forth below. This Agreement may be terminated by either party upon thirty (30) days written notice, provided however, that Paragraphs 3, 4, 5, and 7 shall survive any termination of this Agreement.\n7. Miscellaneous. This Agreement shall be governed by the laws of the State of California. This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter and may not be changed, modified, amended or supplemented except by a written instrument signed by both parties. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect. Recipient hereby acknowledges and agrees that no remedy at law will afford Discloser adequate protection against, or appropriate compensation for, breach of Recipient\u2019s obligations under this Agreement. Accordingly, Recipient agrees that Discloser shall be entitled to specific performance of Recipient\u2019s obligations, as well as such further equitable relief as may be granted by a court of competent jurisdiction. PACKETEER, INC. OTHER PARTY:\nBy: /s/ Dave C\u00f4t\u00e9 /s/ Brian NeSmith\nBy: Dave C\u00f4t\u00e9 By: Brian NeSmith\nTitle: President & CEO Title: President & CEO\nDate: October 20, 2007 Date: October 28, 2007\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 30 - ], - [ - 31, - 83 - ], - [ - 84, - 89 - ], - [ - 89, - 155 - ], - [ - 155, - 414 - ], - [ - 414, - 594 - ], - [ - 594, - 692 - ], - [ - 693, - 708 - ], - [ - 708, - 1561 - ], - [ - 1561, - 1819 - ], - [ - 1820, - 1890 - ], - [ - 1890, - 2006 - ], - [ - 2006, - 2083 - ], - [ - 2083, - 2223 - ], - [ - 2223, - 2340 - ], - [ - 2340, - 2404 - ], - [ - 2405, - 2434 - ], - [ - 2434, - 2451 - ], - [ - 2451, - 2806 - ], - [ - 2806, - 2915 - ], - [ - 2915, - 3008 - ], - [ - 3008, - 3109 - ], - [ - 3109, - 3202 - ], - [ - 3202, - 3377 - ], - [ - 3377, - 3491 - ], - [ - 3491, - 3692 - ], - [ - 3692, - 3870 - ], - [ - 3870, - 4097 - ], - [ - 4097, - 4306 - ], - [ - 4307, - 4360 - ], - [ - 4360, - 4460 - ], - [ - 4460, - 4541 - ], - [ - 4541, - 4619 - ], - [ - 4619, - 4662 - ], - [ - 4662, - 4698 - ], - [ - 4699, - 4710 - ], - [ - 4710, - 4866 - ], - [ - 4866, - 5098 - ], - [ - 5098, - 5198 - ], - [ - 5198, - 5406 - ], - [ - 5406, - 5705 - ], - [ - 5706, - 5731 - ], - [ - 5731, - 5861 - ], - [ - 5861, - 6045 - ], - [ - 6046, - 6064 - ], - [ - 6064, - 6137 - ], - [ - 6137, - 6477 - ], - [ - 6477, - 6672 - ], - [ - 6672, - 6875 - ], - [ - 6875, - 7087 - ], - [ - 7087, - 7103 - ], - [ - 7103, - 7115 - ], - [ - 7116, - 7151 - ], - [ - 7152, - 7166 - ], - [ - 7166, - 7183 - ], - [ - 7184, - 7229 - ], - [ - 7230, - 7275 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 19, - 24 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 38 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 12, - 16, - 17, - 39, - 41, - 42 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 12, - 15, - 41 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - }, - "nda-4": { - "choice": "Contradiction", - "spans": [ - 28 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001011344/000119312508097987/dex99d5.htm" - }, - { - "id": 544, - "file_name": "1012887_0001193125-07-165503_dex99d6.htm", - "text": "Exhibit (d)(6)\nNON-DISCLOSURE AGREEMENT\nThis non-disclosure agreement (\u201cAgreement\u201d) is made on this the Twenty Second day of November, 2005 between\nXIUS, a Division of Megasoft Limited a company incorporated in India under the provisions of the Companies Act, 1956 and having its Principal Place of Business at Reliance Classic, 3rd Floor, Road # 1, Banjara Hills, Hyderabad, A.P. 500 034, India (hereinafter referred to as \u201cXIUS\u201d which expression shall mean and include unless repugnant to the context, its successors and permitted assigns) and Boston Communications Group, Inc. a company incorporated in Massachusetts and having its registered office at 55 Middlesex Turnpike, Bedford, MA 01730 (hereinafter referred to as \u201cBCGI\u201d which expression shall mean and include unless repugnant to the context, its successors and permitted assigns).\nWHEREAS:\nXIUS, a division of Megasoft \u2212 specializes in delivering cutting-edge Telecom Applications, Technology Platforms and services that enable Mobile Operators to Authenticate, Authorize and Charge subscribers in Real Time; BCGI is in the business of offering products and services in the field of wireless telecommunications\nBCGI and XIUS are in the process of working out and negotiating a possible business relationship.\nDuring the course of the above negotiations, XIUS and BCGI may disclose to each other certain information which may be proprietary and/or of confidential nature as more particularly described below.\nNOW THEREFORE in consideration of the mutual protection of information herein by the parties hereto and such additional promises and understandings as are hereinafter set forth, the parties agree as follows:\n1. For purposes of this Agreement, \u201cConfidential Information\u201d means, with respect to either party, any and all information in written, representational, electronic, verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of or relating to the disclosing party (including, but not limited to, information identified as being proprietary and/or confidential or pertaining to, pricing, marketing plans or strategy, volumes, services rendered, customers and suppliers lists, financial or technical or service matters or data, employee/agent/ consultant/officer/director related personal or sensitive data and any information which might reasonably be presumed to be proprietary or confidential in nature) excluding any such information which (i) is known to the public (through no act or omission of the receiving party in violation of this Agreement); (ii) is lawfully acquired by the receiving party from an independent source having no obligation to maintain the confidentiality of such information; (iii) was known to the receiving party prior to its disclosure under this Agreement; (iv) was or is independently developed by the receiving party without breach of this Agreement; or (v) is required to be disclosed by governmental or judicial order, in which case the party so required shall give the other party prompt written notice, where possible, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment and also to enable such other party to seek a protective order or other appropriate remedy at such other party\u2019s sole costs.\n2. This Agreement does not obligate either party to disclose any particular proprietary information; to purchase, sell, license, transfer, or otherwise dispose of any technology, services, or products; or to enter into any other form of business, contract or arrangement. Furthermore, nothing contained hereunder shall be construed as creating, conveying, transferring, granting or conferring by one party on the other party any rights, license or authority in or to the information provided. The parties shall use the Confidential Information only for the limited purpose of the parties discussing the possibility of offering the services jointly to the carriers/operators in the American region and for no other purpose whatsoever.\n3. Each party agrees and undertakes that it shall not, without first obtaining the written consent of the other, disclose or make available to any person, reproduce or transmit in arty manner, or use (directly or indirectly) for its own benefit or the benefit of others, any Confidential Information save and except both parties may disclose any Confidential Information to their Affiliates, directors, officers, employees or advisors of their own or of Affiliates on a \u201cneed to know\u201d basis to enable them to evaluate such Confidential Information in connection with the negotiation of the possible business relationship; provided that such persons have been informed of, and agree to be bound by obligations which are at least as strict as the recipient\u2019s obligations hereunder. For the purpose of this Agreement, Affiliates shall mean, with respect to any party, any other person directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with, such party. \u201cControl\u201d, \u201cControlled\u201d or \u201cControlling\u201d shall mean, with respect to any person, any circumstance in which such person is controlled by another person by virtue of the latter person controlling the composition of the Board of Directors or owning the largest or controlling percentage of the voting securities of such person or by way of contractual relationship or otherwise.\n4. The receiving party shall use the same degree of care and protection to protect the Confidential Information received by it from the disclosing party as it uses to protect its own Confidential Information of a like nature, and in no event such degree of care and protection shall be of less than a reasonable degree of care.\n5. Each party warrants that it has the right to make the disclosures under this Agreement. No other warranties are made by either party under this Agreement and all information exchanged under this Agreement is provided \u201cas is\u201d. The disclosing party shall not be in any way responsible for any decisions or commitments made by receiving party in relying on the disclosing party\u2019s Confidential Information.\n6. The parties agree to indemnify and keep indemnified each other against all loss and damage, which the disclosing party may suffer as a result of any breach of this Agreement by the receiving party; provided always that the disclosing party shall forthwith give written notice to the receiving party of the above loss and damage and satisfactory documentary evidence of such actual loss and damage.\n7. The parties agree that upon termination/expiry of this Agreement or at any time during its currency, at the request of the disclosing party, the receiving party shall promptly deliver to the disclosing party the Confidential Information and copies thereof in its possession or under its direct or indirect control, and shall destroy all memoranda, notes and other writings prepared by the receiving party or its Affiliates or directors, officers, employees or advisors based on the Confidential Information and promptly certify such destruction.\n8. Both parties acknowledge that the Confidential Information coming to the knowledge of the other may relate to and/or have implications regarding the future strategies, plans, business activities, methods, processes and or information of the parties, which afford them certain competitive and strategic advantage. Accordingly neither party shall use the Confidential Information in a manner that will jeopardise or adversely affect in any manner such future strategies, plans, business activities, methods, processes, information, and/or competitive and strategic advantage of the disclosing party.\n9. The parties hereto acknowledge and agree that in the event of a breach or threatened breach by the other of the provisions of this Agreement, the party not in breach will have no adequate remedy in money or damages and accordingly the party not in breach shall be entitled to injunctive relief against such breach or threatened breach by the party in breach.\n10. No failure or delay by either party in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise of enforcement of any other right, remedy or power.\n11. If any dispute arises between the parties hereto during the subsistence or thereafter, in connection with or arising out of this Agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1995 by a panel of three arbitrators. Each party will appoint one arbitrator and the two arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be held in Hyderabad, India. The proceedings of arbitration shall be in the English language. The arbitrator\u2019s award shall be final and binding on the parties.\n12. This Agreement will be governed exclusively by the laws of India and subject to Clause 11, jurisdiction shall be vested exclusively in the courts at Hyderabad.\n13. This Agreement shall not be amended, assigned or transferred by either party without the written consent of the other party.\n14. This Agreement shall remain valid for a period of three (3) years from the date of execution of this Agreement which term may be extended by mutual consent in writing of both the parties. This Agreement may be terminated by either party by giving thirty\n(30) days notice in writing to the other party without assigning any reason whatsoever. The obligations of each party hereunder will continue and be binding irrespective of whether the discussion between the parties materialise into a specific understanding/business relationship or not and for a further period of three (3) years after termination/expiry of the Agreement. In any event, however, the obligations of each Party to maintain the confidentiality of the Confidential Information it has received under this agreement shall continue indefinitely as to Confidential Information constituting a trade secret under applicable law.\n15. Each party will bear its own costs in connection with the activities undertaken in connection with this Agreement.\n16. Nothing in this Agreement is intended to confer any rights/remedies under or by reason of this Agreement on any third party.\n17. This Agreement supersedes all prior discussions and writings with respect to the Confidential Information and constitutes the entire Agreement between the parties with respect to the subject matter hereof. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) thereof shall be stricken from this Agreement and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement.\nIN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date and year written above.\nXIUS, a Division of Megasoft Limited Boston Communications Group, Inc.\n/s/ Upendra Bhatt /s/ Erain Galiogla\nName: Upendra Bhatt Name: Erain Galiogla\nDesignation: Vice President Designation: Vice President and General Manager\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 39 - ], - [ - 40, - 147 - ], - [ - 148, - 843 - ], - [ - 844, - 852 - ], - [ - 853, - 1173 - ], - [ - 1174, - 1271 - ], - [ - 1272, - 1470 - ], - [ - 1471, - 1678 - ], - [ - 1679, - 2485 - ], - [ - 2485, - 2596 - ], - [ - 2596, - 2746 - ], - [ - 2746, - 2831 - ], - [ - 2831, - 2930 - ], - [ - 2930, - 3316 - ], - [ - 3317, - 3589 - ], - [ - 3589, - 3810 - ], - [ - 3810, - 4050 - ], - [ - 4051, - 4831 - ], - [ - 4831, - 5045 - ], - [ - 5045, - 5420 - ], - [ - 5421, - 5748 - ], - [ - 5749, - 5840 - ], - [ - 5840, - 5978 - ], - [ - 5978, - 6154 - ], - [ - 6155, - 6555 - ], - [ - 6556, - 7104 - ], - [ - 7105, - 7421 - ], - [ - 7421, - 7705 - ], - [ - 7706, - 8067 - ], - [ - 8068, - 8413 - ], - [ - 8414, - 8692 - ], - [ - 8692, - 8820 - ], - [ - 8820, - 8867 - ], - [ - 8867, - 8932 - ], - [ - 8932, - 8997 - ], - [ - 8998, - 9161 - ], - [ - 9162, - 9290 - ], - [ - 9291, - 9483 - ], - [ - 9483, - 9548 - ], - [ - 9549, - 9637 - ], - [ - 9637, - 9923 - ], - [ - 9923, - 10185 - ], - [ - 10186, - 10304 - ], - [ - 10305, - 10433 - ], - [ - 10434, - 10644 - ], - [ - 10644, - 10999 - ], - [ - 11000, - 11110 - ], - [ - 11111, - 11181 - ], - [ - 11182, - 11218 - ], - [ - 11219, - 11259 - ], - [ - 11260, - 11335 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 42, - 43 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19, - 45 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 10, - 15 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 29 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001012887/000119312507165503/dex99d6.htm" - }, - { - "id": 546, - "file_name": "1020416_0001193125-16-701566_d250247dex99d2.htm", - "text": "Exhibit (d)(2)\nExecution Copy\nJune 20, 2016\nRandstad Holding NV\nDiemermere 25, NL-1112 TC Diemen\nP.O. Box 12600, NL-1100 AP Amsterdam\nAttention: Han Kolff\n Managing Director Group Control, Strategy and M&A\nConfidentiality Agreement\nLadies and Gentlemen:\nIn connection with your consideration of a possible transaction involving Monster Worldwide, Inc. (the \u201cCompany\u201d) (a \u201cTransaction\u201d), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein.\nAs used in this letter agreement (this \u201cAgreement\u201d), the term \u201cEvaluation Material\u201d means all information regarding the Company, its affiliates and its and their respective businesses, technology, products, prospects and plans, a Transaction (including the fact that the Company or its affiliates may pursue a Transaction with you and the existence and terms of this Agreement) and other information furnished to you or your Representatives (as defined below) by the Company or any of its Representatives in connection with the Transaction, irrespective of form or medium of communication, whether prepared by the Company, its Representatives or otherwise and whether furnished on or after the date of this Agreement, together with all tangible and intangible embodiments and copies thereof and together with any and all analyses, compilations, summaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in whole or part, such information. The term \u201cRepresentatives\u201d means, as to any person, such person\u2019s affiliates (only to the extent that they receive Evaluation Material) and its and their respective directors, officers, employees, managing members, general partners, advisors, agents or representatives (including legal advisors) and, subject to paragraph 5 below, financing sources, but only to the extent that such advisors, agents, representatives or financing sources receive Evaluation Material.\nUse and Confidentiality of Evaluation Materials\n1. You and your Representatives will (i) use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company involving you and (ii) keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 6 below under the heading \u201cCompelled Disclosure\u201d) will not, without the Company\u2019s prior written consent, disclose any Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material and directed that such information is to be kept confidential and not used for any purpose other than the evaluation of the possible Transaction). You will make reasonable and appropriate efforts to safeguard Evaluation Material from disclosure by you or your Representatives to anyone other than as permitted hereby by using, in all material respects, the same degree of care that you use to protect your own confidential, proprietary information. You agree to be responsible for any failure by your Representatives to comply with this Agreement (including, without limitation, any actions or inactions by your Representatives that would constitute a breach if such Representatives were original signatories hereto (other than with respect to paragraph 7 below under the heading \u201cNon-Solicitation and Non-Hire of Employees\u201d)).\n2. The term \u201cEvaluation Material\u201d does not include any information which (i) is, as of the applicable time, generally known by the public (other than as a result of its disclosure directly or indirectly by you or your Representatives), (ii) was or becomes available to you on a non-confidential basis from a person (other than the Company or its Representatives) who, to your knowledge, is not otherwise bound by a confidentiality agreement with the Company or its Representatives or prohibited from transmitting the information to you by law, contractual obligation, fiduciary duty or otherwise or (iii) was or is developed or discovered independently by you without reference to the Evaluation Material. As used in this Agreement, the term \u201cperson\u201d will be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership, association or individual. You agree that the Evaluation Material owned by the Company or its affiliates in the first instance is and will remain the property of the Company or its affiliates, as applicable, and that neither the Company nor any of its affiliates or Representatives has granted you any license, copyright, or similar right with respect to any of the Evaluation Material or any other information provided to you by or on behalf of the Company.\nNon-Disclosure of Transaction Discussions\n3. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under the heading \u201cCompelled Disclosure,\u201d neither the Company nor its Representatives will, without your prior written consent, disclose to any other person that investigations, discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, the Company hereby expressly confirms and agrees that, to its knowledge, no public disclosure with respect to any discussions or negotiations concerning a possible Transaction is required by the Company at the time of the execution of this Agreement by reason of securities laws or similar requirements related to general disclosure.\n4. Unless otherwise required by applicable law or legal process or stock exchange rule or regulation, but only after compliance with paragraph 6 below under the heading \u201cCompelled Disclosure,\u201d neither you nor your Representatives will, without the Company\u2019s prior written consent, disclose to any other person either the fact that the Company or its affiliates may pursue a Transaction with you or anyone else, that investigations, discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you. Without limiting the foregoing, you hereby expressly confirm and agree that, to your knowledge, no public disclosure with respect to any discussions or negotiations concerning a possible Transaction is required by you at the time of the execution of this Agreement by reason of securities laws or similar requirements related to general disclosure.\nFinancing Sources\n5. Without limiting anything in this Agreement, your \u201cRepresentatives\u201d will include your potential debt financing sources in connection with a possible Transaction; provided, however, that, prior to providing Evaluation Material to any potential debt financing source (subject to and in accordance with paragraph 1 above), you will notify the Company of the identity of such debt financing source. Without the prior written consent of the Company, you will not, directly or indirectly, engage in discussions regarding equity financing of a possible Transaction with any person, or otherwise engage in any discussions regarding a possible Transaction or enter into in any agreement, arrangement or understanding (or any discussions which might lead to an agreement, arrangement or understanding) with any person regarding participation in a possible Transaction as a principal, co-investor or source of equity financing. For the avoidance of doubt, except as agreed in writing by the Company, the term \u201cRepresentatives\u201d as applied to you will not include any such potential principal, co-investor or source of equity financing. You hereby represent and warrant that neither you nor any of your Representatives is party to any agreement, arrangement or understanding (whether written or oral) that would restrict the ability of any other person to provide financing (debt, equity or otherwise) to any other person for the Transaction or any similar transaction, and you hereby agree that neither you nor any of your Representatives will directly or indirectly restrict the ability of any other person to provide any such financing.\nCompelled Disclosure\n6. If you or your Representatives are requested or required to disclose any Evaluation Material or any of the information referred to in paragraph 4 above under the heading \u201cNon-Disclosure of Transaction Discussions\u201d (or if the Company or its Representatives is requested or required to disclose that you are in discussions or negotiations with the Company concerning a possible Transaction) pursuant to any law or regulation or stock exchange rule or regulation or the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process or otherwise, the applicable party will, to the extent not prohibited by applicable law or regulation, (i) promptly notify the other party of the existence, terms and circumstances surrounding such request or requirement, (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such request or requirement, (iii) if disclosure of any such information is required, disclose only that portion of the information which it is legally required to disclose and give the other party notice of the information to be so disclosed as far in advance of disclosure as may be reasonably practicable and (iv) except in the case of public disclosure with respect to any discussions or negotiations concerning a possible Transaction which is required by reason of securities laws or similar requirements related to general disclosure, if so requested by the other party, exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such information (and, in any event, if applicable, such party will reasonably cooperate with the other party to obtain such a protective order or other assurance), such efforts to obtain a protective order or confidential treatment to be at the other (requesting) party\u2019s expense.\nNon-Solicitation and Non-Hire of Employees\n7. Until the date that is eighteen (18) months from the date of this Agreement, you will not, without the Company\u2019s prior written consent, directly or indirectly solicit for purposes of employment, offer to hire or engage as a consultant, entice away or offer to enter into any contract with, or hire or engage as a consultant or enter into any contract with, during the period of employment or the 90-day period following such employment, any senior or key employee of the Company or its controlled affiliates who becomes known to you in connection with your evaluation of the Transaction; provided, however, that this paragraph will not prohibit you or any of your Representatives from engaging in any general advertising or general solicitation not targeted to any employees or former employees of the Company or its controlled affiliates, or from hiring any employees or former employees of the Company who respond to such solicitation. Finally, this paragraph 7 will not apply to any solicitation in the ordinary course of business initiated by one of your employees who has no knowledge of this Agreement or a potential Transaction, so long as such individual is acting without information or encouragement from any of your Representatives who does possess such knowledge.\nStandstill\n8. You represent and warrant to the Company that, as of the date hereof, you do not beneficially own any securities of the Company or any securities or contract rights the terms or value of which are dependent on securities of the Company. For a period of fifteen\n(15) months from the date of this Agreement (the \u201cAssessment Period\u201d), you and your Representatives (acting on behalf of you or your subsidiaries) will not, directly or indirectly, and you will cause any person or entity controlled by you or acting in concert with you not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its subsidiaries, or any securities or contract rights the terms or value of which are dependent on securities of the Company, (ii) propose to enter into, directly or indirectly, any merger, consolidation, tender offer, exchange offer, recapitalization, restructuring, liquidation, business combination, partnership, joint venture or other similar transaction involving the Company or any of its subsidiaries or any of the assets of the Company constituting a material portion of the consolidated assets of the Company and its subsidiaries, (iii) make, or in any way participate in any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person (including, for the avoidance of doubt, indirectly by means of communication with the press or media) with respect to the voting of any voting securities of the Company, (iv) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, (v) negotiate, have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or encourage, any other persons in connection with any of the foregoing, or, make any investment in any other person that, to your knowledge at the time of your investment (after reasonable inquiry), intended to or is considering and actually does engage, or offers or proposes to engage, in any of the foregoing (it being understood that, without limiting the foregoing, you will not be permitted to act as a joint bidder or co-bidder with any other person with respect to the Company, except as provided in paragraph 17 below), (vi) otherwise act, alone or in concert with others, to seek to control or influence (including, for the avoidance of doubt, indirectly by means of communication with the press or media) the management, Board of Directors or policies of the Company or otherwise seek the removal of any director or the election or appointment of any director, (vii) disclose, or direct any third-party to disclose, any intention, plan or arrangement inconsistent with the foregoing or (viii) advise, assist or encourage any other persons in connection with any of the foregoing. Unless and until you have received the prior written invitation or approval of the Company to do so, you also agree during such period not to (i) request the Company (or Company Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (ii) take any action which might require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a merger, consolidation, business combination or other similar transaction, including, without limitation, a Transaction or (iii) communicate with the Company\u2019s stockholders regarding the subject matter of this Agreement. Notwithstanding the foregoing provisions of this paragraph 8, you will be permitted to submit to the Company one or more offers, proposals or indications of interest related to a transaction between the parties that would otherwise violate the foregoing provisions of this paragraph 8, provided that each such submission is made to the Board of Directors of the Company or the chairperson of the Board of Directors of the Company, in each case, on a confidential basis and in a manner that would not reasonably be expected to require the Company to make public disclosure of such offer, proposal or indication of interest.\nProhibition on Trading\n9. In addition, each party hereby acknowledges that it is aware, and that it will advise its respective Representatives who receive any Evaluation Material or are aware of the discussions or negotiations regarding a possible Transaction, that the United States and Dutch securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person (including, without limitation, any of either party\u2019s Representatives) is likely to purchase or sell such securities.\nReturn or Destruction of Documents\n10. If you determine that you do not wish to proceed with a Transaction or your evaluation hereof, you will promptly advise the Company of that decision. In that case, or if at any time the Company so requests in writing, you will promptly (and in any event within 10 days) either, at your option, (i) deliver to the Company all of the Evaluation Material (including all copies, reproductions, summaries, analyses or extracts thereof or based thereon) in your possession or in the possession of any of your Representatives or\n(ii) destroy or cause to be destroyed all such Evaluation Material in your possession or in the possession of any of your Representatives (such destruction to be acknowledged by you in writing to the Company). Notwithstanding such delivery or destruction of the Evaluation Material, you agree that you and your Representatives will continue to be bound by your obligations under this Agreement. Notwithstanding the foregoing, (i) you and your Representatives will not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures (it being agreed that you and your Representatives will not access such archived computer files containing any such Evaluation Material after such delivery or destruction is otherwise required) and (ii) you and/or your Representatives may retain one copy of the Evaluation Material (and may only access any such Evaluation Material) to the extent and for so long as such retention and access by you or such Representative, as applicable, is required by law or regulation; provided, however, that in the case of each of clauses (i) and (ii) of this sentence, notwithstanding any other provision of this Agreement, you and your applicable Representatives will continue to be bound by the terms of this Agreement as if it were in full force and effect with respect to any such Evaluation Material for so long as you or your applicable Representatives retain any such Evaluation Material.\nNo Unauthorized Contact\n11. Unless otherwise agreed in writing by the Company, all (i) communications regarding any possible Transaction, (ii) requests for additional information or Evaluation Material, (iii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures relating to a possible Transaction, will be submitted or directed to only the Chief Executive Officer of the Company, the Board of Directors of the Company, the chairperson of the Board of Directors of the Company or those officers of the Company designated to you in writing by the Company. You further agree that, except as permitted by this Agreement, without the prior written consent of the Company, you and your Representatives will not contact any other officers, directors, employees, stockholders, customers or suppliers of the Company or its subsidiaries in connection with a possible Transaction, and, without limiting anything in this Agreement, will not otherwise disclose to any such parties the fact that the Company or its affiliates may pursue a Transaction with you or other parties or that discussions or negotiations have taken or may take place concerning a possible Transaction.\nMaintaining Privileges\n12. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of each party to this Agreement that the sharing of such material is not intended to, and will not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided to you that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege will remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\nExport Restrictions\n13. You acknowledge that certain of the Evaluation Material may be subject to export restrictions under U.S. law. You will not, and will cause your Representatives not to, without the express written permission of the Company, transmit, directly or indirectly, any Evaluation Material that is subject to such export restrictions to any person or country outside the United States or otherwise in violation of applicable law; provided, however, that you will not be deemed to be in violation of this provision in connection with any Evaluation Material provided directly by the Company or its Representatives to your employees who have a Randstad email address other than one ending in \u201crandstadusa.com\u201d. The Company will advise you in writing as to the applicability of this Section 13 to any particular piece of Evaluation Material at or before the time such material is provided to you.\nNo Obligation, Representation or Warranty\n14. This Agreement defines the duties and obligations of you and your Representatives with respect to the Evaluation Material to the extent it may be disclosed or made available but does not constitute or create any obligation of the Company or its Representatives to provide any Evaluation Material or other information to you. Under no circumstances will the Company or any of its Representatives be obligated to disclose or make available any information, including, without limitation, any Evaluation Material, which the Company in its sole and absolute discretion determines not to disclose. Except for any express representations and warranties set forth in a definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement, you understand and acknowledge that none of the Company or any of their respective Representatives is making any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or any other information provided to you or your Representatives by or on behalf of the Company, and none of the Company or any of their respective Representatives will have any liability to you or any other person (including, without limitation, any of your Representatives) resulting from your use of the Evaluation Material or any errors therein or omissions therefrom, except as may otherwise be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement.\n15. You acknowledge and agree that neither you nor the Company, nor any of either party\u2019s Representatives, will be under any legal obligation of any kind whatsoever with respect to any Transaction by virtue of (i) this Agreement or (ii) any written or oral expression or communication with respect to any Transaction by any of the Company\u2019s Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. You further acknowledge and agree that (a) the Company will be free to conduct the process for a Transaction as the Company in its sole discretion will determine (including, without limitation, negotiating with any other person and entering into a definitive agreement without prior notice to you or any other person), (b) none of you, the Company, or any of your or their respective Representatives will have any legal, fiduciary or other duty to the other party or its Representatives with respect to any such process, and none of you, the Company, or each party\u2019s respective Representatives are relying on any express or implied representation concerning the manner in which such process will proceed, (c) any of the procedures relating to a Transaction may be changed at any time without notice to you or any other person, (d) each party will have the right to reject or accept any potential proposal, offer or participant therein, for any or no reason whatsoever, in its sole discretion and (e) neither party will have any claim whatsoever against the other or any of their respective Representatives arising out of or relating to a Transaction, except as may otherwise be set forth in any definitive agreement providing for a Transaction and subject to the terms, conditions and limitations of any such agreement.\nTerm\n16. Except as otherwise provided herein, the obligations of the parties under this Agreement will terminate eighteen (18) months from the date hereof, provided that such termination will not relieve any party from its responsibilities in respect of any breach of this Agreement prior to such termination.\nActing as Principal\n17. You represent and warrant that you (i) are acting as a principal in any possible Transaction, (ii) are not represented by any broker or similar party other than Wells Fargo Securities, LLC, which company is acting as your financial advisor in connection with a possible Transaction, (iii) are not acting as a broker for or Representative of any other person in connection with the Transaction, and (iv) are considering the Transaction only for your own account. Except with the prior written consent of the Company, you agree that (a) you will not act as a joint bidder or co-bidder with any other person with respect to the Transaction, and (b) neither you nor any of your Representatives (acting on behalf of you or your subsidiaries) will enter into any discussions,\nnegotiations, agreements, arrangements or understandings (whether written or oral) with any other person regarding the Transaction, other than the Company and its Representatives, and your Representatives (to the extent permitted hereunder).\nLegal Remedy\n18. You acknowledge that money damages and remedies at law may be inadequate to protect the Company against any actual or threatened breach of or failure to comply with this Agreement by you or by your Representatives and, without prejudice to any rights and remedies otherwise available to the Company, you may agree to the seeking of specific performance, injunctive relief and other equitable remedies in the Company\u2019s favor, and you further agree to waive, and to cause your Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy.\nGoverning Law\n19. The validity and interpretation of this Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles. You irrevocably (i) submit to the jurisdiction of any court of the State of New York located in New York, New York or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the transactions contemplated hereby (each a \u201cProceeding\u201d) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to your address set forth above will be effective service of process for any action, suit or proceeding brought against you in any such court, (ii) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) irrevocably waive, to the fullest extent permitted by law, any immunity you have acquired, or hereafter may acquire, from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waive, to the fullest extent permitted by law, any right to trial by jury in any Proceeding and (v) agree not to commence any Proceeding other than in such court, and waive, to the fullest extent permitted by applicable law, any claim that any such Proceeding is brought in an inconvenient forum.\nNo Waiver\n20. No failure or delay by the Company in exercising any right, power or privilege under this Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.\nSuccessors and Assigns\n21. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. You may not assign this Agreement or any part hereof without the prior written consent of the Company, and any purported assignment without such consent will be null and void.\nSeverability\n22. If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provision hereof will be unimpaired and will remain in full force and effect to the fullest extent permitted by applicable law and (ii) the invalid or unenforceable term or provision will be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the parties\u2019 intention with respect to such invalid or unenforceable term or provision.\nEntire Agreement\n23. This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. This Agreement may not be amended or modified in any manner nor may any of its provisions be waived except by written amendment executed by the parties. An amendment or modification or waiver will only be effective if (i) it is in writing and signed by the Company and you, (ii) it specifically refers to this Agreement and (iii) it specifically states that the Company and/or you, as the case may be, is amending, modifying or waiving its rights hereunder. Any such amendment, modification or waiver will be effective only in the specific instance and for the purpose for which it was given.\nData Site\n24. The terms of this Agreement shall supersede any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which you or any of your Representatives may be granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that your confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto.\nCounterparts\n25. For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which will be an original instrument and all of which taken together will constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by e-mail or facsimile transmission will constitute valid and sufficient delivery thereof.\nThis Agreement is being delivered to you in duplicate. Please execute and return one copy of this Agreement, which will constitute your agreement with respect to the subject matter of this Agreement.\nVery truly yours,\nMONSTER WORLDWIDE, INC.\nBy: /s/ Timothy T. Yates\nName: Timothy T. 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(\u201cBank\u201d), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (\u201cHopFed\u201d), Heritage Bank USA, Inc., (\u201cHeritage\u201d), a wholly-owned subsidiary of HopFed, and John E. Peck (\u201cEmployee\u201d). \u201cBanking Organization\u201d shall mean First Financial, the Bank, HopFed, and/or Heritage. \u201cFinancial Institution\u201d shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the \u201cparties\u201d or individually as a \u201cparty.\u201d WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the \u201cMerger Agreement\u201d), HopFed shall be merged with and into First Financial (the \u201cMerger\u201d) effective as of the date and time provided in the Merger Agreement (the \u201cEffective Time\u201d); and\nWHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and\nWHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee to provide services for and on behalf of the Bank immediately upon the Effective Time;\nWHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization;\nWHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and\nWHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense.\nNOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Consideration/Employment.\na. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee\u2019s existing employment status.\nb. In consideration of Employee\u2019s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee\u2019s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee\u2019s employment pursuant to that certain Employment Agreement dated January 7, 2019, and effective as of the Effective Time, with the compensation and benefits commensurate therewith.\n2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization.\n3. Definitions of Key Terms.\na. \u201cBanking and Financial Services\u201d shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services.\nb. \u201cConfidential Information\u201d shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders , customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization\u2019s Confidential Information; (iii) is independently developed after the Employee\u2019s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee\u2019s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency.\nc. \u201cCustomers\u201d or \u201cCustomer\u201d shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee\u2019s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.\nd. \u201cEmployees,\u201d \u201cAgents,\u201d and \u201cIndependent Contractors\u201d shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee\u2019s termination of employment with either Financial Institution.\ne. \u201cPerson\u201d shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.\nf. \u201cPotential Customer\u201d shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee\u2019s termination of employment with either Financial Institution.\ng. \u201cSolicit\u201d, \u201cSolicited\u201d or \u201cSolicitation\u201d means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee\u2019s behalf.\n4. Non-Disclosure of Confidential Information. During the course of Employee\u2019s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization.\nEmployee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee\u2019s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization.\nEmployee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee\u2019s employment with either Financial Institution (except in the course of performing the Employee\u2019s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization\u2019s Confidential Information.\nEmployee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee\u2019s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial Institution\u2019s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant.\n5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee\u2019s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee\u2019s employment with a Financial Institution (\u201cRestriction Period\u201d), for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\na. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or\nb. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer\u2019s services or business relationship, or the Potential Customer\u2019s contemplated services or business relationship, with a Financial Institution; or\nc. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer.\nThis Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include:\na. supervising those who provide Banking and Financial Services to Customers or Potential Customers;\nb. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer\u2019s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee\u2019s role to the Customer or Potential Customer;\nc. performing or supervising those that perform data processing, accounting, rate review, document review or similar \u201cback room\u201d services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer.\n6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a\nFinancial Institution, and for a period of two (2) years immediately following the termination of Employee\u2019s employment with a Financial Institution, for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\nc. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or\nd. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or\ne. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee\u2019s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization.\n7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6.\n8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law.\n9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection.\n10. Enforcement/Attorneys\u2019 Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys\u2019 and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists.\n11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization.\n12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law.\n13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank\u2019s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank\u2019s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.\n14. \u201cNo-Defense\u201d Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement.\n15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts.\n16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party.\n17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement.\n18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement.\n19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee\u2019s ability to make a living.\n20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement.\n21. Miscellaneous. Any change in Employee\u2019s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement.\n22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee\u2019s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee\u2019s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee\u2019s employment with a Financial Institution.\n23. Return of Property. Upon termination of Employee\u2019s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee\u2019s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank\u2019s or Heritage\u2019s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant.\n24. Survival. Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee\u2019s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage.\n[Signature Page to Follow]\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below.\nFIRST FINANCIAL CORPORATION\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nFIRST FINANCIAL BANK, N.A.\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nHOPFED BANCORP, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nHERITAGE BANK USA, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nEMPLOYEE\nPrinted Name: John E. Peck Date: January 7, 2019\nSignature: /s/ John E. 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} - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001041550/000119312519004977/d663808dex106.htm" - }, - { - "id": 552, - "file_name": "1049210_0001047469-13-009461_a2216846zex-99_d3.htm", - "text": "Exhibit (d)(3)\nCONFIDENTIALITY, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT\nThis Confidentiality & Non-Disclosure Agreement (\u201cAgreement\u201d) is made and entered into as of May 1, 2013 (\u201cEffective Date\u201d), by and between Verenium Corporation, a Delaware corporation located at 3550 John Hopkins Court, San Diego, CA 92121 (\u201cVerenium\u201d), and BASF Corporation, a Delaware corporation with a principal address at 100 Campus Drive, Florham Park, New Jersey 07932 (for notice purposes, Attention: General Counsel) (including its Affiliates, \u201cCompany\u201d), individually known as a \u201cParty\u201d and collectively known as the \u201cParties\u201d.\nVerenium intends to disclose to Company certain of its Confidential Information as Verenium deems necessary in order for the Company to evaluate a potential transaction of mutual interest (the \u201cPurpose\u201d). In consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:\n1. \u201cConfidential Information\u201d shall mean the Purpose (including the contemplated transaction), identity of, and any discussions or negotiations between, the Parties, existence of this Agreement, and any and all information whether in oral, written, graphic or electronic form, including but not limited to, data, know-how and any and all subject matter (whether patentable or not, including without limitation any derivatives thereof) pertaining to Verenium\u2019s research, financial data, sales information, inventions, development, materials, technology, trade secrets, work in process, marketing, business plans, regulatory information and strategies, scientific, engineering and/or manufacturing processes or equipment, protocols, assays, strains, compounds, genes, gene pathways, enzymes, peptides, the commercial applications of genes, gene pathways, enzymes, peptides, accessing microbial diversity, manipulating and modifying genes and gene pathways, identifying bioactive compounds through recombinant techniques and any other elements of Verenium\u2019s business which Verenium considers to be of value, including its present or future products, projections, sales, pricing, customers, employees, investors and contractual relationships.\n2. Subject to the provisions of paragraphs 3 and 4 of this Agreement, (i) Company, as recipient of Confidential Information from or on behalf of Verenium, shall use such Confidential Information solely for the Purpose and for no other purpose or use, and (ii) Company shall not disclose to any third party any Confidential Information received from or on behalf of Verenium hereunder. Upon discovery of any loss or unauthorized disclosure of Confidential Information, Company shall immediately notify Verenium.\n3. Company agrees to treat Confidential Information received from or on behalf of Verenium, with at least the same degree of care that Company uses to protect its own Confidential Information. Company shall only disseminate Confidential Information to such of its Representatives with a special need to know for carrying out the Purpose of this Agreement. In addition, Company hereby agrees that such Representatives shall be informed of the confidential and proprietary nature of the Confidential Information received and that such Representatives shall be bound by the terms hereof or subject to confidentiality and non-use obligations no less restrictive than those set forth herein. Company shall be liable for any disclosure or use of the Confidential Information by its Representatives in a manner not authorized by this Agreement. \u201cRepresentative\u201d means any employee, consultant, contractor, officer, agent, advisor, and/or director of a Party. \u201cAffiliate\u201d for purposes of this Agreement shall mean any one or more business entities which are: (a) owned or controlled by, (b) owning or controlling, or (c) under common control with a Party at the time in question. Ownership, direct or indirect, of more than fifty percent (50%) of the voting stock or other equity interests of an entity ordinarily entitled to vote in the election of directors or similar governing body of an entity shall, without limitation, constitute ownership or control thereof.\n4. The Company shall have no obligations to Verenium with respect to the use of such information, or disclosure to others not party to this Agreement, of such information which: (a) prior to disclosure was rightfully known to or in the possession of Company as evidenced by Company\u2019s competent written records and not subject to any confidentiality or non-disclosure obligations or restrictions; (b) is or becomes publicly known during the time period in which Company\u2019s duties and obligations hereunder extend, through no fault, unauthorized act or omission of Company or its Representatives; (c) was provided without restriction on disclosure by a third party who had the lawful right to make such disclosure and where such disclosure was not in violation of any obligation, contractual or otherwise, owed by such third party to Verenium; (d) is rightfully and in good faith developed by Company independently of any disclosures made under this Agreement, as evidenced by Company\u2019s competent written records; or (e) is required by applicable law, regulation or bona fide legal process to be disclosed by Company, provided, however, that Company takes all reasonable steps to restrict and maintain the confidentiality of such disclosure (including, without limitation, seeking a protective order or confidential treatment thereof, as the case may be), and provides reasonable prior written notice to Verenium of the requirement to disclose such information and the specific disclosure(s) proposed to satisfy such law(s), regulation(s) or legal process(es).\n5. Confidential Information shall not be reproduced by Company in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information by Company shall remain the property of Verenium unless otherwise authorized in writing by Verenium.\n6. Company agrees, upon request, to promptly return or destroy all items relating to Confidential Information, including but not limited to, all materials, written materials, drawings, data and records provided or otherwise made available by Verenium, and all copies (in any form) thereof, with a certificate of compliance with the foregoing, executed by an appropriate officer of Company within 30 days of such request, provided that the Company may maintain a single copy of such Confidential Information within its Legal Department for archival purposes. Notwithstanding the return or destruction of Confidential Information, Company and its Representatives shall continue to be bound by the obligations hereof.\n7. All right, title and interest in and to Confidential Information shall be retained by Verenium and nothing in this Agreement shall be construed as granting any license or right under any patent or other intellectual property rights, or other rights, or representing any commitment by either Party to enter into any additional agreement, by implication or otherwise, or creating any partnership, joint venture or agency relationship. All Confidential Information provided hereunder is provided \u201cAS IS\u201d and without any warranty, express, implied, or otherwise, regarding its accuracy or performance. Verenium shall have no liability to Company of any nature or kind whatsoever, directly or indirectly, resulting from or arising out of the reliance or use by Company of any Confidential Information.\n8. Company acknowledges that it is aware, and will advise its Representatives who are informed of the Purpose or who review Confidential Information, of the restrictions imposed by the United States securities laws on the purchase or sale of Verenium\u2019s securities by any person who has received material, non-public information about Verenium and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n9. During the one-year period commencing on the date of this Agreement (the \u201cStandstill Period\u201d), neither the Company nor any of its Representatives will, in any manner, directly or indirectly (except to the extent agreed by Verenium): (a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Verenium or any securities of any subsidiary or other Affiliate of Verenium, in excess of five (5) percent of the outstanding securities of any such company (with any such acquisition, regardless of size, only being made at such time as neither the acquiring party nor any of its Affiliates is in possession of material, non-public information about Verenium), (ii) any acquisition of any assets of Verenium or any assets of any subsidiary or other Affiliate of Verenium, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Verenium or any subsidiary or other Affiliate of Verenium, or involving any securities or assets of Verenium or any securities or assets of any subsidiary or other Affiliate of Verenium, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Verenium; (b) form, join or participate in a \u201cgroup\u201d (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Verenium; (c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Verenium; (d) take any action that might require Verenium to make a public announcement regarding any of the types of matters set forth in clause \u201c(a)\u201d of this sentence; (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause \u201c(a)\u201d, \u201c(b)\u201d, \u201c(c)\u201d or \u201c(d)\u201d of this sentence; (f) assist, induce or encourage any other person or entity to take any action of the type referred to in clause \u201c(a)\u201d, \u201c(b)\u201d, \u201c(c)\u201d, \u201c(d)\u201d or \u201c(e)\u201d of this sentence; or (g) enter into any discussions, negotiations, arrangement or agreement with any other person or entity relating to any of the foregoing. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding the foregoing, (i) the Company and its Representatives shall not be precluded from submitting a topping or other offer or otherwise participating in any process not initiated by the Company or its Affiliates or Representatives in which the securities or assets of Verenium or any subsidiary or other Affiliate of Verenium are for sale or are being or have been sold, and (ii) upon filing for protection under US Bankruptcy laws by Verenium or any subsidiary or Affiliate of Verenium the restrictions of this paragraph 9 shall be void and of no further force or effect with respect to the filing entity.\n10. This Agreement shall constitute the entire understanding between the Parties with respect to the subject matter hereof and may be modified only in writing and signed by both Parties; provided, however, that any restrictions set forth on the Company or its Affiliates in any previous confidentiality or non-disclosure agreements between the Parties or their Affiliates shall remain in place for the periods set forth in any such agreements. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Agreement, and rights and obligations hereunder, shall not be assigned. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, personal representatives, executors and administrators.\n11. Company acknowledges that its breach of this Agreement will cause irreparable damage to Verenium and hereby agrees that Verenium shall be entitled to injunctive relief under this Agreement for such breach or threatened breach as well as such further relief as may be granted by a court of competent jurisdiction.\n12. This Agreement shall commence as of the Effective Date and shall terminate one (1) year thereafter, unless earlier terminated upon 30 days written notice to the other Party; provided, however, that the duties set forth in paragraphs 9 and 13 shall survive for the periods set forth in paragraphs 9 and 13 and the Company\u2019s duties and obligations to protect Confidential Information disclosed during the term (or any extension) of this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years. Notwithstanding the foregoing, Company\u2019s duties and obligations to protect a trade secret disclosed hereunder shall survive the termination or expiration of this Agreement indefinitely.\n13. During the one-year period commencing on the date of this Agreement (the \u201cNon-Solicitation Period\u201d), Company shall not, nor shall it permit its Affiliates or Representatives, to: (a) hire any employee of Verenium or enter into a contract with any employee of Verenium to provide services to Company (or any of its Affiliates), in each case involving an employee of Verenium with whom Company has contact as a result of this Agreement or discussions relating to a possible transaction between the Parties, without obtaining the prior written approval of Verenium, or (b) directly or indirectly, induce or attempt to induce or otherwise solicit, counsel, discuss, advise or encourage any such employee to leave or otherwise terminate such employee\u2019s relationship with Verenium; provided, however, that the foregoing provisions of this paragraph 13 shall not apply to any employee of Verenium who was previously terminated by Verenium or who responds to a general solicitation or advertisement regarding employment with Company or its Affiliates. The expiration of the Non-Solicitation Period will not terminate or otherwise affect any of the other provisions of this Agreement.\n14. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic or facsimile transmission. Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as a Party may specify in writing to the other Party. Each Party represents and warrants that it has the authority to undertake the obligations set forth in this Agreement without breaching or violating any contractual or statutory obligation owed to another. This Agreement shall be construed in accordance with the laws of the State of California without regard to its conflict of laws principles.\nACCEPTED AND AGREED as of the date first written above.\nBASF CORPORATION Verenium Corporation\nBy: /s/ Fried-Walter M\u00fcnstermann By: /s/ Jeffrey G. Black\n(signature) (signature)\nName: Fried-Walter M\u00fcnstermann Name: Jeffrey G. 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Actuate and Company intend to discuss a potential business relationship.\nEach undersigned party (the \u201cReceiving Party\u201d) and their respective directors, officers, employees, agents, or advisors (including, without limitation, legal advisors, accountants, consultants, bankers, and financial advisors) and potential sources of financing (collectively, \u201cRepresentatives\u201d) understands that during these discussions the other party (the \u201cDisclosing Party\u2019\u2019) may disclose Proprietary Information (as defined herein) relating to the Disclosing Party\u2019s business.\nIn consideration of the parties\u2019 discussions and any access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Receiving Party hereby agrees as follows:\n1. As used herein, the term \u201cProprietary Information\u201d refers to any and all Information of a confidential, proprietary, or secret nature which is applicable to or related In any way to (i) the business, present or future, of the Disclosing Party, (ii) the research and development or investigations of the Disclosing Party or (iii) the business of any customer of the Disclosing Party; provided, in each case, that such information is delivered to the Receiving Party by the Disclosing Party and (a) is marked or identified in writing as \u201cConfidential\u201d, (b) if verbal or visual disclosure, is identified as \u201cConfidential\u201d in a writing within ten (10) business days of such disclosure, or (c) is information that the Receiving Party actually knew or reasonably should have known was confidential. Proprietary Information may include, for example and without limitation, the product offering, content partners, product pricing, product availability, computer programs, technical drawings, algorithms, processes, ideas, schematics, trade secrets, processes, formulas, data, know-how, improvements, inventions (whether patentable or not), techniques, marketing plans, forecasts and strategies, and information concerning customers or vendors. Proprietary Information shall also include all information of a like nature owned by any other person and furnished to the Disclosing Party by such other person pursuant to an undertaking by the Disclosing Party to maintain the same in confidence.\n2. The Receiving Party agrees (a) to hold the Disclosing Party\u2019s Proprietary Information In strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions that Receiving Party employs with respect to its confidential materials), (b) not to divulge any such Proprietary Information or any information derived therefrom to any third person without prior written permission of the Disclosing Party, excluding disclosure to Representatives, (c) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally whether to enter into the contemplated business relationship with the Disclosing Party, and (d) not to copy or reverse engineer any such Proprietary Information. Any employee given access to any such Proprietary Information must have a legitimate \u201cneed to know\u201d and be subject to restrictions on disclosure of Proprietary Information practically identical to the terms set forth herein. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (a), (b) and (c) shall not apply with respect to any information that (i) is or (through no improper action or inaction by the Receiving Party or any agent, consultant or employee) becomes generally available to the public, or (ii) was or is rightfully in Receiving Party\u2019s possession or the possession of any of its Representatives or was known by it or its Representatives without restriction prior to receipt from the Disclosing Party, or (iii) was or is rightfully disclosed to Receiving Party or any of its Representatives by a third party provided the Receiving Party complies with restrictions imposed by the third party, or (iv) was or is independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party and its Representatives may make disclosures required by court order or any legal or judicial process, without any liability hereunder, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate In the proceeding to the extent legally permissible and reasonably practicable.\n3. Promptly upon receipt of a written request by the Disclosing Party at any time (which will be effective if actually received or three days after mailed first class postage prepaid to the Receiving Party\u2019s address herein), the Receiving Party will turn over to the Disclosing Party, or, at its sole discretion, destroy and certify to the Receiving party in writing the destruction of all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof; provided, however, the Company and its Representatives shall not be obligated to return or destroy Proprietary Information to the extent otherwise required by law, regulation, rule or practice governing professionals or any internal compliance policy or procedure required by law, regulation rule of practice governing professionals. The Receiving Party understands that nothing requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be disclosed.\n4. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated by this Agreement.\n5. The parties acknowledge and agree that due to the unique nature of the possible transaction between the parties, there can be no adequate remedy at law for any material breach of this Agreement, that any such breach may allow the breaching party or third parties to unfairly compete with the non-breaching party, resulting in irreparable harm to the non-breaching party, and therefore, that upon any such breach or any threat thereof, the non-breaching party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party In writing immediately upon the occurrence of any unauthorized release or other breach of which it is aware.\n6. The parties expressly agree that neither the terms or conditions of this Agreement, nor the discussions held by the parties to address the feasibility of a potential business relationship shall be construed as to prevent either party from pursuing similar discussions with third parties in similar markets or obligate either party to take, continue or forgo any action relating to the above-mentioned discussions. Further, nothing in this Agreement shall be construed as prohibiting or restricting either party from independently developing, acquiring, and marketing products, services, and other materials, which are similar to or competitive In any geographic area and in any form with the other party\u2019s product(s) or service(s). However, this paragraph shall not be deemed to grant to either party any license under the other party\u2019s copyrights or patents.\n7. During the one year period commencing on the date of this Agreement, the Company will not solicit or seek to employ any key employee or executive officer of Actuate or any subsidiary or other affiliate of Actuate with whom the Company had contact or became aware of in connection with the possible transaction; provided, however, that the foregoing provisions shall not prohibit the solicitation or employment of any such person (i) resulting from general advertisements for employment conducted by the Company (including any recruitment efforts conducted by any recruitment agency, provided that the Company has not directed such recruitment efforts at such person), (ii) if such person approaches the Company on an unsolicited basis or (iii) following the cessation of such person\u2019s employment with Actuate without any solicitation or encouragement by the Company.\n8. From the date of this Agreement until May 31 , 2015 (the \u201cStandstill Period\u201d) the Company will not, in any manner, directly or indirectly through any third party:\n(a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Actuate or any securities of any subsidiary or other affiliate of Actuate, (ii) any acquisition of any assets of Actuate or any assets of any subsidiary or other affiliate of Actuate, (iii) any tender offer, exchange offer, merger. business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Actuate or any subsidiary or other affiliate of Actuate, or involving any securities or assets of Actuate or any securities or assets of any subsidiary or other affiliate of Actuate, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Actuate;\n(b) form, join or participate in a \u201cgroup\u201d (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Actuate;\n(c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Actuate;\n(d) take any action that might require Actuate to make a public announcement regarding any of the types of matters set forth in clause \u201c(a)\u201d of this sentence;\n(e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause \u201c(a) \u201c, \u201c(b)\u201d, \u201c(c)\u201d or \u201c(d)\u201d of this sentence; or\n(f) assist, induce or encourage any other individual and any corporation, partnership, entity, group, tribunal or governmental authority (\u201cPerson\u201d) to take any action of the type referred to In clause \u201c(a)\u201d, \u201c(b)\u201d, \u201c(c)\u201d, \u201c(d)\u201d or \u201c(e)\u201d of this sentence.\n(g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or\nNotwithstanding the foregoing, the Company is permitted to purchase any securities that does not in any event result in an aggregate ownership by the Company of more than 5% of the outstanding amount of any class of securities of Actuate or of any subsidiary or other affiliate of Actuate. Further, and notwithstanding the foregoing, the Company shall not be prohibited from (i) making any proposal to the board of directors of Actuate, which would not reasonably be expected to require a public announcement by Actuate or (ii) requesting that Actuate, directly or indirectly, waive or amend any of the provisions of this Section 8. Finally, and notwithstanding the foregoing, Actuate acknowledges and agrees that any non-disclosure agreement it or its affiliates have entered into or will enter into with a Person to explore a potential transaction for the sale of more than 50% of the outstanding voting equity securities of Actuate, or a sale of substantially all of the assets of Actuate, has or will have \u201cstandstill\u201d provisions similar or substantially similar to the provisions set forth above in this Section 8 applicable to the Company.\n9. This Agreement shall expire and cease to have any force or effect on the earlier of (i) eighteen months from the date hereof or (ii) the date of consummation of a transaction between the parties.\n10. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of California without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable costs and attorneys\u2019 fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.\n[Signature page follows.]\nDate: July 24, 2014\nACTUATE CORPORATION OPEN TEXT CORPORATION\nBy: /s/ Thomas McKeever By: /s/ Gordon A. Davies\nName: Thomas McKeever Name: Gordon A. Davies\nTitle: SVP, GC, Corp. Dev. & Sec. 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In connection with these discussions, the parties expect to make available to one another certain non-public, confidential and/or proprietary information, which may include information concerning their respective business prospects and plans, financial condition, technology, operations, assets and liabilities (collectively, the \u201cEvaluation Material\u201d). As a condition to each party furnishing the Evaluation Material to the other party and the directors, officers, employees, agents or advisors of such party or its subsidiaries or other affiliates (collectively, \u201cRepresentatives\u201d), each party agrees that the Evaluation Material furnished to it hereunder shall be treated in accordance with the terms of this Agreement.\n1. Evaluation Material. \u201cEvaluation Material\u201d also includes notes, studies analyses, compilations, plans, interpretations or other documents prepared by the receiving party or its Representatives to the extent that they contain or are based upon the Evaluation Material furnished to such party hereunder. The term \u201cEvaluation Material\u201d does not include information that (a) is or becomes a matter of public knowledge or is generally available to the public not through a breach of this Agreement; (b) is or becomes available to the receiving party from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a duty of confidentiality with respect to such information; (c) is disclosed by the disclosing party to a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the Evaluation Material.\n2. Non-Disclosure; Use. Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person (other than to such party\u2019s Representatives who agree, or are otherwise bound, not to disclose the following except as contemplated by this Agreement) any of the other party\u2019s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction. Except as otherwise provided in this Agreement, the Evaluation Material shall only be used by a party and its Representatives to evaluate, negotiate, facilitate or pursue a Transaction.\n3. Personally Identifiable Information. To the extent that its Evaluation Material includes human resources data and/or other information that serves to identify one or more individuals (\u201cPII\u201d), the disclosing party agrees to provide only such information as is required for evaluating or planning for a possible Transaction and to provide any notices and obtain any consents necessary for the receiving party to store and access such PII globally and to use PII in connection with the Transaction. The receiving party agrees to notify the disclosing party of any request received by the receiving party for access, correction, amendment or redaction of any PII. The disclosing party shall be responsible for compliance with all such requests. The receiving party also agrees to notify the disclosing party of any actual or suspected improper acquisition of PII of which the receiving party becomes aware.\n4. Residuals. Nothing in this Agreement shall be construed to limit the ability of either party or any of its Representatives to use \u201cresiduals\u201d relating to the Evaluation Material of the other party. The term \u201cresiduals\u201d shall mean information of any kind included in or relating to the Evaluation Material which is retained in the memories of Representatives of either party who have had access to the Evaluation Material, including ideas, know-how, or techniques contained therein, but not as a result of any deliberate effort to memorize the information. Without limitation of the foregoing, neither party shall have any obligation to limit or restrict the assignment of its employees or to pay royalties to the other party in connection with any use of residuals.\n5. Independent Development. Nothing in this Agreement shall be construed to limit or preclude either party from developing, using, marketing, licensing, and/or selling any independently developed software, hardware, technology or other materials similar or related to the Evaluation Material.\n6. Required Disclosure. Notwithstanding anything to the contrary contained in this Agreement, in the event that a party or its Representatives receives a request or is required (by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil demand or other process) to disclose any of the other party\u2019s Evaluation Material or any of the other information referred to in section 2 hereof (irrespective of the reason for any such request or requirement), the party requested or required to make such disclosure shall, to the extent reasonable and practicable, provide the other party with prior written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such order, remedy or waiver is not obtained, the party requested or required to make the disclosure may disclose only that portion of the Evaluation Material or other information that such party, in the opinion of counsel, is required to disclose.\n7. Return of Materials; Termination. Promptly upon written request from the other party, each party shall return or destroy (at the receiving party\u2019s option) all copies of the Evaluation Material (including all documents based thereon) in its or its Representatives\u2019 possession, provided, that the receiving party shall only be required to use commercially reasonable efforts to return or destroy any Evaluation Material created pursuant to its or its Representatives\u2019 standard electronic backup and archival procedures. Notwithstanding the foregoing, the receiving party and each of its Representatives may each retain one copy of the Evaluation Material to show compliance with this Agreement or to comply with applicable law, rule or regulation (or, in the case of a party\u2019s advisors, professional standards). Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality. This Agreement and all rights and obligations hereunder shall terminate on the second anniversary of the Effective Date; provided, however, that sections 4, 5 and 7 through 12 shall survive any termination of this Agreement.\n8. Definitive Agreements. Unless and until a final definitive agreement regarding the Transaction has been executed by the parties, no agreement with respect to the Transaction shall be deemed to exist between the parties and neither party will be under any obligation whatsoever with respect to the Transaction by virtue of this Agreement or any oral expression except for the matters specifically agreed to herein. The term \u201cdefinitive agreement\u201d does not include a term sheet or any other preliminary written agreement. Each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material under this Agreement, to reject any and all proposals and to terminate discussions and negotiations at any time.\n9. Entire Agreement. This Agreement sets forth the entire agreement with respect to the Evaluation Material disclosed hereunder and supersedes all prior or contemporaneous agreements concerning such Evaluation Material, whether written or oral. All additions or modifications to this Agreement must be made in writing and must be signed by both parties.\n10. Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby. This Agreement may be executed in two or more counterparts.\n11. Governing Law; Jurisdiction. All matters arising out of, or relating to this Agreement shall be governed by the procedural and substantive laws of the State of Delaware without regard to any conflicts of law principles. The parties irrevocably and unconditionally agree (a) that any action or proceeding relating to this Agreement shall be instituted exclusively in any state or federal court in Delaware, (b) to submit to the exclusive jurisdiction of such courts, and (c) that venue is proper in such courts in any such action or proceeding.\n12. Waiver. No failure or delay by either party or any of its Representatives in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement.\nORACLE CORPORATION\nBy: /s/ Douglas Kehring\nName: Douglas Kehring\nTitle: Authorized Signatory\nEffective Date: 12/5/2013\nRESPONSYS, INC.\nBy: /s/ Julian Ong\nName: Julian Ong\nTitle: General Counsel\nAddress: 1100 Grundy Lane, 3rd Floor\n San Bruno, CA 94066\n", - "spans": [ - [ - 0, - 6 - ], - [ - 7, - 62 - ], - [ - 63, - 329 - ], - [ - 330, - 494 - ], - [ - 494, - 848 - ], - [ - 848, - 1216 - ], - [ - 1217, - 1241 - ], - [ - 1241, - 1522 - ], - [ - 1522, - 1587 - ], - [ - 1587, - 1714 - ], - [ - 1714, - 1980 - ], - [ - 1980, - 2076 - ], - [ - 2076, - 2169 - ], - [ - 2170, - 2194 - ], - [ - 2194, - 2686 - ], - [ - 2686, - 2871 - ], - [ - 2872, - 2899 - ], - [ - 2899, - 2912 - ], - [ - 2912, - 3371 - ], - [ - 3371, - 3535 - ], - [ - 3535, - 3616 - ], - [ - 3616, - 3777 - ], - [ - 3778, - 3792 - ], - [ - 3792, - 3979 - ], - [ - 3979, - 4337 - ], - [ - 4337, - 4546 - ], - [ - 4547, - 4575 - ], - [ - 4575, - 4839 - ], - [ - 4840, - 4864 - ], - [ - 4864, - 5655 - ], - [ - 5655, - 5921 - ], - [ - 5922, - 5959 - ], - [ - 5959, - 6443 - ], - [ - 6443, - 6735 - ], - [ - 6735, - 6905 - ], - [ - 6905, - 7129 - ], - [ - 7130, - 7156 - ], - [ - 7156, - 7547 - ], - [ - 7547, - 7653 - ], - [ - 7653, - 7866 - ], - [ - 7867, - 7888 - ], - [ - 7888, - 8112 - ], - [ - 8112, - 8220 - ], - [ - 8221, - 8240 - ], - [ - 8240, - 8340 - ], - [ - 8340, - 8565 - ], - [ - 8565, - 8624 - ], - [ - 8625, - 8658 - ], - [ - 8658, - 8849 - ], - [ - 8849, - 8899 - ], - [ - 8899, - 9035 - ], - [ - 9035, - 9099 - ], - [ - 9099, - 9172 - ], - [ - 9173, - 9185 - ], - [ - 9185, - 9549 - ], - [ - 9550, - 9568 - ], - [ - 9569, - 9592 - ], - [ - 9593, - 9614 - ], - [ - 9615, - 9642 - ], - [ - 9643, - 9668 - ], - [ - 9669, - 9684 - ], - [ - 9685, - 9700 - ], - [ - 9700, - 9703 - ], - [ - 9704, - 9717 - ], - [ - 9717, - 9720 - ], - [ - 9721, - 9743 - ], - [ - 9744, - 9780 - ], - [ - 9781, - 9782 - ], - [ - 9782, - 9801 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4, - 7, - 18 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34, - 35 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 12, - 27 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 32, - 33 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5, - 14, - 15 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 10 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5, - 14, - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001084817/000119312514004957/d648340dex99e2.htm" - }, - { - "id": 564, - "file_name": "1096147_0001193125-08-206038_dex4.htm", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT, dated as of July 22, 2008, is by and between Financial Investments Corporation (\u201cInvestor\u201d) and Taylor Capital Group, Inc. (together with its wholly-owned subsidiary, Cole Taylor Bank, the \u201cCompany\u201d).\nWHEREAS, Investor has expressed an interest in discussing with the Company a possible financing transaction being considered by the Company (a \u201cTransaction\u201d);\nWHEREAS, in connection with such discussions, the Company may disclose Evaluation Material (as defined below) to Investor; and\nWHEREAS, the Company would not disclose the Evaluation Material to Investor, nor discuss with the Investor the possibility of a Transaction, unless Investor executed and delivered this Agreement to the Company, and the Company may be irreparably harmed if Investor or any of its Representatives (as defined below) were to take any of the actions prohibited under this Agreement.\nNOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, intending to be legally bound, Investor and the Company hereby agree as follows:\n1. Evaluation Material. For purposes of this Agreement, the term \u201cEvaluation Material\u201d shall mean any and all information provided to Investor by or on behalf of the Company in connection with the Transaction whether in writing, orally, visually, electronically or in machine readable form, through demonstration or in any other manner, and shall include, without limitation, any information regarding or relating to the Company\u2019s operations, business opportunities, costs, finances, personnel, marketing and promotion plans, financial statements, financial information and business practices or policies, and any other business information of the Company or the terms or existence of this Agreement, the Company\u2019s consideration of a possible Transaction or any discussions between the parties with respect thereto, transmitted by or on behalf of the Company to Investor in connection with the Transaction, whether prior to or after the execution and delivery of this Agreement and whether or not such information is marked \u201cconfidential\u201d. The term \u201cEvaluation Material\u201d does not include, and the obligations hereunder do not apply to, information, knowledge or data which (i) was in Investor\u2019s or its Representatives\u2019 (as defined below) possession prior to disclosure by the Company, or (ii) was or becomes available to Investor or its Representatives on a non-confidential basis from a party other than the Company provided that such party is not known to Investor, after reasonable inquiry, to be under an obligation of confidentiality to the Company with respect to such information, or (iii) at the time of disclosure or thereafter is generally available to the public (other than as a result of disclosure by Investor or its Representatives in violation of this Agreement), or (iv) Investor can demonstrate has been independently developed by it or on its behalf without reliance on the Evaluation Material. All Evaluation Material transmitted by or on behalf of the Company shall remain the sole property of the Company.\n2. Use of Evaluation Material. The Evaluation Material will be used by Investor solely in connection with its evaluation of a possible Transaction, and not for any other purpose whatsoever. The Evaluation Material will be kept confidential by Investor in accordance with the terms and conditions of this Agreement and will not be disclosed to any person, except that Investor may disclose the Evaluation Material or portions thereof to those of its employees, officers, directors, partners, members, affiliates, accountants, attorneys, agents, consultants and advisors (these persons being collectively called \u201cRepresentatives\u201d) who (a) need to know such information in order for Investor to be\nable to evaluate a possible Transaction and (b) have been directed by Investor to treat the Evaluation Material in accordance with the terms of this Agreement. For the avoidance of doubt, the term \u201cRepresentatives\u201d as applied to Investor shall not include any potential principal, co-investor or source of equity financing that is not a party to this Agreement. Investor shall be responsible for any breach of this Agreement by any of its Representatives. Neither Investor nor any of its Representatives shall, directly or indirectly, (x) market or use (other than as permitted by the Agreement) any Evaluation Material, (y) reproduce or otherwise copy any Evaluation Material except in connection with the Transaction, or (z) disclose, sell, license, offer to sell or license or otherwise transfer or make available any Evaluation Material to any person other than as otherwise permitted by this Agreement. Without limiting the generality of the foregoing, Investor will use all reasonable efforts to protect the confidentiality of Evaluation Material, including, without limitation, efforts commensurate with those it employs for the protection of its own confidential and proprietary information. The term \u201cperson\u201d as used in this Agreement will be interpreted broadly to include, without limitation, any agency, corporation, individual, partnership, limited liability company, joint venture or other entity.\n3. Exceptions. If Investor or its Representatives receive a subpoena or other validly issued administrative or judicial process requesting Evaluation Material, or if Investor or its Representatives are requested or required to disclose any Evaluation Material under law, governmental order, judicial order, regulatory or statutory requirement, discovery request, oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, Investor shall notify the Company reasonably promptly following Investor or its Representatives first becoming aware of such requested disclosure, so that the Company may seek a protective order or other appropriate remedy or, in the Company\u2019s sole discretion, waive compliance with the terms of this Agreement. Furthermore, if the Company seeks such a protective order or other appropriate remedy in connection with a third-party request or requirement to disclose the Evaluation Material, Investor and its Representatives will not oppose such efforts. In the event that no such protective order or other remedy is obtained, or that the Company waives compliance with the terms of this Agreement, and Investor or its Representatives are advised by legal counsel that they are legally compelled to make such disclosures, Investor or its Representatives, as the case may be, (i) may without liability hereunder furnish only that portion of the Evaluation Material or other information regarding a possible Transaction that Investor or its Representatives are advised by legal counsel is legally required, (ii) will give the Company notice of the disclosures to be made to the extent legally permissible and (iii) will, if applicable, request that confidential treatment be accorded the Evaluation Material or other information regarding a possible Transaction so disclosed to the extent legally permissible; it being understood and agreed that there can be no such assurance that the tribunal or governmental or similar authority will grant any such request.\n4. No Warranty. ALL EVALUATION MATERIAL IS PROVIDED \u201cAS IS,\u201d AND THE COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n5. No Legal Obligation, Representation, or Warranty. The parties agree that, unless and until a binding agreement is entered into between the Company and Investor with respect to the Transaction, neither the Company nor Investor will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of this or any other written or oral expression, except with respect to the matters specifically agreed to herein. Nothing contained in any discussions between Investor and the Company or in any Evaluation Material shall be deemed to constitute a representation or warranty. Except for the matters set forth in this Agreement or in any such binding agreement, neither party shall be entitled to rely on any statement, promise, agreement, or understanding, whether oral or written, or any custom, usage of trade, course of dealing, or conduct.\n6. Return of Evaluation Material. At any time upon the written request of the Company, Investor will, at its own expense,\n(i) reasonably promptly redeliver to the Company or, at the at Investor\u2019s option, destroy all copies (including permanently erasing or deleting any electronic copies) of the Evaluation Material in the possession or control of Investor or any of its Representatives and\n(ii) reasonably promptly destroy all analyses, notes, data, compilations, summaries, forecasts, studies or other documents and materials prepared by Investor or any of its Representatives in connection with their evaluation and review of a possible Transaction that contain, reflect or are based upon or generated from, in whole or in part, any of the Evaluation Material. Upon the Company\u2019s written request, Investor will confirm any such destruction to the Company in writing. Notwithstanding the return or destruction of Evaluation Material, Investor will continue to be bound by its obligations of confidentiality hereunder respecting Evaluation Material, including without limitation, with respect to oral Evaluation Material and their obligation not to use any Evaluation Material for any purpose other than as specifically permitted in this Agreement.\n7. Non-Solicitation. For a period of eighteen months from the date of this Agreement, Investor will not, without the Company\u2019s prior written consent, directly or indirectly, solicit for purposes of employment, offer to hire or offer to enter into any contract with any executive officer of the Company with whom Investor has contact, or of whom Investor otherwise becomes aware, during its discussions with the Company or its evaluation of a possible Transaction; provided, however, that this paragraph shall not prohibit Investor from engagement in any general advertising or general solicitation not targeted to the Company\u2019s employees; and provided, further, that Investor shall not be prohibited from soliciting or hiring any such employee whose employment has been terminated by the Company or its affiliates.\n8. Standstill. For a period of eighteen months from the date of this Agreement, and except in connection with the Transaction, Investor will not, directly or indirectly, and Investor will cause any person controlled by Investor not to, without the prior written consent of the Board of Directors of the Company, (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities or property of the Company or any of its affiliates, (ii) propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture or other similar transaction involving the Company or any of its affiliates, (iii) make, or in any way participate in any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company or any of its affiliates, (iv) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company or any of its affiliates, (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) advise, assist or encourage any other person in connection with any of the foregoing. Investor also agrees during such period not to (x) request the Company, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence), (y) take any action that would reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding this Agreement or the possibility of a Transaction, or (z) communicate with the Company\u2019s stockholders (other than communications with any of the officers of the Company, and any other employees of the Company designated by such officers, in the manner contemplated by this Agreement) regarding the subject matter of this Agreement.\n9. Acknowledgement. Investor acknowledges that it is aware, and that it will advise its Representatives who receive the Evaluation Material, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer (and options, warrants and rights relating thereto) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n10. Public Disclosure. Each of the Company and Investor acknowledge and agree that it will not, and it will cause its respective employees, representatives, affiliates and agents not to, publicly disclose, confirm or acknowledge the existence, or terms and conditions, of this Agreement, or the fact that the Company may be considering a possible Transaction with Investor, other than in a press release approved by each party hereto or as otherwise specifically agreed in writing by the parties hereto, except to the extent the Company believes in good faith, after consultation with counsel, it is required by any law, rule or listing requirement to make such disclosure, provided that the Company shall not identify the Investor or any of its affiliates by name without the Investor\u2019s consent.\n11. No License. Investor acknowledges and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to Investor or any of its Representatives to any Evaluation Material, or to any copyrights, trademarks, service marks, patent rights, trade secrets, or other proprietary rights of the Company.\n12. Third-Party Contacts. Neither Investor nor any of its Representatives shall knowingly contact any employee (other than the officers of the Company and other employees designated by such officers in the manner contemplated by this Agreement), supplier or customer of the Company regarding the Transaction or the Company\u2019s prospects, without the Company\u2019s prior written consent.\n13. No Commitment. Each of the Company and Investor understands and agrees that no contract or agreement or binding obligation providing for or with respect to any Transaction shall be created or deemed to exist unless and until a definitive agreement has been executed and delivered with respect thereto, and that, unless and until a definitive agreement between the parties has been executed and delivered, no party has any legal obligation of any kind whatsoever to enter into or pursue a Transaction by virtue of this Agreement or any other written or oral expression, whether before or after the execution of this Agreement.\n14. Equitable Remedies. Investor hereby agrees that a failure to comply with any provision of this Agreement would cause the Company irreparable harm and that monetary damages would be an inadequate remedy for an actual or threatened breach of this Agreement by Investor or any of its Representatives because of the difficulty of ascertaining the amount of damage that will be suffered by the Company in the event that this Agreement is breached. Accordingly, the Company will be entitled to specific performance of this Agreement and injunctive or other equitable relief as a remedy for any such breach without proof of actual damages. Investor further agrees to waive, and to use its reasonable efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Any such equitable remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company.\n15. Authority. By signing below, each of the undersigned representatives of the parties hereto represents and warrants that he or she has full authority to execute this Agreement on his or her respective party\u2019s behalf and to bind his or her respective party to the terms of the Agreement.\n16. No Waiver. No course of action or failure to act by either party will constitute a waiver by a party of any right or remedy under this Agreement, and no waiver by either party of any right or remedy under this Agreement will be effective unless made in writing.\n17. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Agreement is prohibited or invalid under any applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder thereof or any of the remaining provisions of this Agreement.\n18. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with the laws of the State of Illinois, without reference to its conflicts of law principles. Each party consents to the jurisdiction of the state or federal courts in Cook County, Illinois, which will be the sole venue for resolution of all disputes related to this Agreement. THE PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.\n19. Entire Agreement; Successors and Assigns. This Agreement constitutes the entire agreement and understanding between Investor and the Company regarding the matters set forth herein, and no representations or promises have been made that are not fully set forth herein. This Agreement shall be binding solely on and inure to the benefit of the parties hereto and their respective successors and assigns.\n20. Counterparts; Facsimile Transmission. This Agreement may be executed in multiple counterparts, each of which shall serve as an original, but all of which shall constitute but one agreement. For purposes of executing this Agreement, any signed documents transmitted by facsimile machine with automatic confirmation of receipt shall be treated in all manner and respects as an original document. The signature of any party transmitted by facsimile machine shall be considered to be an original signature and any such document shall be considered to have the same binding legal effect as an original document executed, delivered and exchanged between the parties. At the request of any party, any executed document delivered by facsimile machine shall be re-executed by all parties in a \u201chard-copy\u201d form. The parties hereto hereby agree that none of them shall raise the use of a facsimile machine for the transmission of signatures as a defense to this Agreement and each such party hereby waives such defense.\nIN WITNESS WHEREOF, each of the undersigned has caused this Non-Disclosure Agreement to be executed by its duly authorized representative.\nFinancial Investments Corporation\nBy: /s/ HARRISON I. STEANS\nName: Harrison I. Steans\nTitle: Chairman of the Executive Committee\nTAYLOR CAPITAL GROUP, INC.\nBy: /s/ BRUCE W. TAYLOR\nBruce W. 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EarthLink and PeoplePC are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"\n 1. Purpose. EarthLink and PeoplePC wish to have discussions relating to a potential transaction (the \"Transaction\") between EarthLink (and/or its subsidiaries and stockholders) and PeoplePC (and/or its subsidiaries and stockholders). In the course of such discussions, each Party expects to make available to the other Party and its Representatives (as defined herein) Evaluation Material (as defined herein) concerning the businesses, financial condition, operations, assets, properties, liabilities, and prospects of such Party. As a condition to making such information available, each Party is entering this Agreement and agrees that all Evaluation Material received by it or its Representatives from the other Party or any of its Representatives shall be treated in accordance with this Agreement.\n 2. Certain Definitions. As used in this Agreement: (i) the term \"Receiving Party\" means the Party receiving Evaluation Material; (ii) the term \"Furnishing Party\" means the Party providing Evaluation Material or causing Evaluation Material to be provided; (iii) the term \"Representatives\" means the directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the specified Party; and (iv) the term \"Evaluation Material\" means all proprietary and confidential information concerning the Furnishing Party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the Furnishing Party or any of its Representatives to the Receiving Party or any of its Representatives (\"Primary Evaluation Material\"), together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives (\"Derivative Evaluation Material\"). Notwithstanding the foregoing, the term \"Evaluation Material\" shall not include, and the Parties' obligations herein (other than their obligations under paragraph 6 of this Agreement) shall not extend to information which (a) was rightfully in the possession of the Receiving Party prior to disclosure by the Furnishing Party; (b) was or is independently developed by the Receiving Party without use of the Evaluation Material; (c) is now or hereafter becomes available to the public other than as a result of disclosure by the Receiving Party or any of the Receiving Party's Representatives in violation of this Agreement; (d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or (e) is transmitted by or on behalf of the Furnishing Party after receiving written notification from the Receiving Party of the termination of discussions relating to the Transaction or written instructions from the Receiving Party not to furnish any further Evaluation Material.\n 3. Confidentiality and Use of Evaluation Material.\n (a) Confidentiality of Evaluation Material. All Evaluation Material (i) shall be used solely for the purpose of evaluating and considering the Transaction; (ii) shall be kept strictly confidential by the Receiving Party; and (iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of Evaluation Material to as small a working group as practicable. The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party. Before providing access to Evaluation Material to any Representative, the Receiving Party shall inform such Representative of the confidentiality of the Evaluation Material, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives.\n (b) Compulsory Disclosure of Evaluation Material. If the Receiving Party or its Representatives are requested or required in any judicial, arbitral or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph (3)(e) of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in seeking such an order. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Furnishing Party, the Receiving Party is nontheless, in the opinion of the Receiving Party's or (in the case of disclosure requested or required of a Representative, such Representative's) outside counsel or General Counsel, legally compelled to disclose Evaluation Material, the Receiving Party shall disclose only that portion of the Evaluation Material which the Receiving Party is legally required to disclose and upon the Furnishing Party's request and at the Furnishing Party's expense, shall use all requisite reasonable efforts to obtain assurances that confidential treatment will be accorded to such Evaluation Material to the extent such assurances are available. Subject to the foregoing conditions and limitations, the Receiving Party may disclose Evaluation Material under the circumstances set forth in this paragraph (b) without liability hereunder.\n (c) Other Public Disclosure. Except (i) for such public disclosure as may be necessary, in the good faith judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in violation of any applicable law, regulation or order, or (ii) with the prior written consent of the order Party, neither Part shall:\n (x) make any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of (A) the fact that discussions, negotiations or investigations are taking or have taken place concerning a Transaction, (B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material from the other Party, or (C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or\n (y) make any public statement concerning a proposed Transaction.\n (d) Notice If either Party proposes to make any disclosure in reliance on clause (i) above, the disclosing Party shall, to the extent practicable, provide the other Party with the text of the proposed disclosure as far in advance of its disclosure as is practicable and shall in good faith consult with and consider the suggestions of the other Party concerning the nature and scope of the information it proposes to disclose. Notwithstanding the foregoing, a Party may make such public announcement or public statement if in the opinion of such Party's outside counsel or General Counsel, such public announcement or public statement is necessary to avoid committing a violation of law or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such Party's securities are listed or trade. In such event, the disclosing Party shall use its reasonable best efforts to give advance notice to the other Party and to consult with the other Party on the timing and content of any such public announcement or public statement.\n (e) Certain Securities Law Restrictions. Each Party acknowledges that the Evaluation Material may contain material nonpublic information concerning the Furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal and state securities laws on persons in possession of material nonpublic information. Nothing herein shall constitute an admission by either Party that any Evaluation Material in fact contains material nonpublic information concerning the Furnishing Party.\n (f) Contact with Employees and Representatives. Neither Party shall communicate with any employee of the other Party regarding the Transaction or disclose any Evaluation Material to any employee or Representative of the other Party, other than the employees and Representatives named on the working group lists provided by the Parties from time to time.\n (g) General. Notwithstanding any other provision of this Agreement, neither Party will be restricted from using the information contained in the Evaluation Material that is retained in the minds of Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights.\n 4. Accuracy of Evaluation Material: No Representations or Warranties. Each Party acknowledges and agrees (a) that no representation or warranty, express or implied, is made by either Party or any of its respective Representatives as to the accuracy or completeness of the Evaluation Material, and (b) that the Parties shall be entitled to rely only on those representations and warranties (if any) that may be made in a definitive written agreement for the Transaction, signed and delivered by both Parties, and then only to the extent, and subject to the limitations, provided therein.\n 5. No Solicitation.\n (a) For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for hire any person currently employed by the other Party (or any of its subsidiaries) with whom the hiring Party first has contact, or who first becomes known to the hiring Party. In the course of the Parties' discussions and due diligence with respect to the proposed Transaction; provided, however, that the foregoing provision shall not prevent either Party, without such consent, from employing any employee who (i) contacts the hiring Party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring Party, (ii) responds to a mass media solicitation or advertisement consistent with the hiring Party's past practices that is not directed at employees of the other Party or (iii) is identified by a third party executive search firm or employment agency without any assistance from such Party.\n (b) For a period one year from the date of this Agreement, neither Party shall, without the prior written consent of the other Party or the other Party's board of directors, either directly or indirectly through any affiliate or Representative or otherwise: (i) acquire, offer to acquire, or agree to acquire, by purchase, tender offer, merger, consolidation, share exchange or otherwise, ownership or control of any voting securities, or any direct or indirect right to acquire any voting securities, of the other Party, any subsidiary thereof, or any successor corporation thereto; (ii) make, or in any way participate in any \"solicitation\" of \"proxies\" (as such terms are used in the rules and regulations of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the other Party; (iii) seek or propose to influence or control the management or policies of the other Party; (iv) make any public announcement with respect to, or submit a proposal for, or offer of any merger, acquisition or other business combination or extraordinary transaction involving the other Party or any of its subsidiaries or any securities or assets of the other Party or any of its subsidiaries; (v) form, join or in any way participate in a \"group\"( as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, or (vi) request the other Party or any of the other party's Representatives to amend or waive any provision of this paragraph 5(b) in any manner which may reasonably be expected to compel or result in public disclosure; provided that such limitations shall expire upon the public announcement of a third party tender offer for more than fifty percent of the outstanding voting 3\nsecurities of the other Party or a business combination between the other Party and a third party. Each Party (the \"Representing Party\") represents and warrants to the other Party that as of the date of this Agreement the Representing Party does not directly or indirectly own or possess voting or dispositive control over any voting securities of the other Party.\n 6. Return and Destruction of Evaluation Material. At any time after termination of discussions by either Party with respect to the Transaction, upon the request of the Furnishing Party, the Receiving Party shall promptly (and in no event later than five business days after such request) (a) redeliver or cause to be redelivered to the Furnishing Party all copies of all Primary Evaluation Material in the possession or control of the Receiving Party or its Representatives which is in a visual or written format and erase or destroy all copies of all such Primary Evaluation Material which is stored in electronic format, and (b) destroy or cause to be destroyed all Derivative Evaluation Material in the possession or control of the Receiving Party or any of its Representatives. Nothing herein shall obligate the Receiving Party to provide any Derivative Evaluation Material to the Furnishing Party. Notwithstanding the return, destruction or erasure of Evaluation Material hereunder, the Receiving Party and its Representatives shall continue to be bound by their confidentiality and other obligations hereunder.\n 7. Remedies. Each Party agrees that money damages would not be a sufficient remedy for any breach of any provision of this Agreement by it or any of its Representatives, and that in addition to all other remedies which either Party may have, each Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. In the event that either Party should institute proceedings to enforce any provision of this Agreement, the prevailing Party in such proceedings shall be entitled to recover all expenses relating to the enforcement of this Agreement, including reasonable attorneys' fees and costs, in addition to any other remedies.\n 8. Miscellaneous.\n (a) No License. Neither Party grants a license, by implication or otherwise, under any of its trade secrets or other intellectual property rights to the Receiving Party. The terms of this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of the other Party's Evaluation Material. The Furnishing Party acknowledges that the Receiving Party may currently or in the future develop information internally, or receive information from other parties, that is similar to the Evaluation Material. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for its products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.\n (b) Entire Agreement. This Agreement contains the sole and entire agreement between the Parties with respect to the confidentiality of the Evaluation Material and the confidentiality of their discussions, negotiations and investigations concerning a Transaction.\n (c) Amendment and Waiver. This Agreement may be amended, modified or waived only by a separate written instrument duly signed and delivered by or on behalf of both Parties.\n (d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such provision in such circumstances would be inequitable.\n (e) No Obligation to Complete a Transaction. It is expressly understood that this Agreement is not intended to, and does not, constitute an agreement to consummate a Transaction, to conduct or continue negotiations with respect to a Transaction, or to enter into a definitive agreement with respect to a Transaction, and neither Party shall have any rights or obligations of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or by virtue of any other written or oral expression by the Parties' respective Representatives unless and until a definitive agreement with respect to a Transaction is executed and delivered by both Parties, other than for the matters specifically agreed to herein. Both Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to provide or not to provide Evaluation Material to the Receiving Party under this Agreement, to reject any and all proposals made by the other Party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations at any time. If either Party determines not to proceed with negotiations with respect to a Transaction, it will promptly inform the other Party of such determination.\n (f) Governing Law; Forum. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard to the principles of the conflict of laws thereof. Each Party consents and submits to the exclusive jurisdiction of the federal and state courts in the State of Georgia, and the city of Atlanta, for the adjudication of any action, suit, or proceeding arising out of or otherwise relating to this Agreement.\n[Signatures on following page]\n The Parties have executed this Agreement as of the date first written above.\nEarthLink, Inc. PeoplePC, Inc.\nBy: /s/ BRINTON O.C. YOUNG By: /s/ CHARLES ORTMEYER\nName: Brinton O.C. 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}, - { - "id": 584, - "file_name": "915191_0001047469-17-003155_a2231967zex-99_8.htm", - "text": "Exhibit 99.8\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this \u201cAgreement\u201d) is made and entered into as of October 17, 2016 by and between Fairfax Financial Holdings Limited, a Canadian corporation (\u201cFairfax\u201d), and Allied World Assurance Company Holdings, AG, a Swiss company (\u201cAllied World\u201d).\nWHEREAS, in order to evaluate a possible business combination or similar transaction (the \u201cPossible Transaction\u201d) between Fairfax (or one of its affiliates) and Allied World, each of Fairfax and Allied World may disclose and deliver to the other party (such first party, when disclosing such information, being the \u201cDisclosing Party\u201d and such other party, when receiving such information, being the \u201cReceiving Party\u201d) certain information about the Disclosing Party and/or its subsidiaries for the sole purpose of enabling the Receiving Party to evaluate, negotiate and consummate the Possible Transaction; and\nWHEREAS, as a condition to pursuing these discussions and exchanging information, the parties wish to enter into this Agreement to restrict the use and disclosure of such discussions and information and to provide for certain other matters;\nNOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Fairfax and Allied World mutually agree as follows:\n1. Non-Disclosure Agreement.\n(a) All information that is furnished directly or indirectly by the Disclosing Party or any of its Representatives (as defined below), whether or not marked as confidential and whether furnished before or after the date hereof, whether in oral, written or electronic form, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials prepared by the Receiving Party or any of its Representatives that contain, references to or are based upon, in whole or in part, any information so furnished to the Receiving Party or any of its Representatives pursuant hereto (such notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials are referred to herein as \u201cDerivative Materials\u201d), is referred to herein as \u201cProprietary Information\u201d. Proprietary Information does not include, however, information that (i) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, which source the Receiving Party does not know, after reasonable inquiry, to be in violation of any legal duty or obligation owed to the Disclosing Party or any of its Representatives with respect to such information, (ii) was or becomes generally available to the public (other than as a result of a breach by the Receiving Party or its Representatives of this Agreement or a violation by the Receiving Party or its Representatives of any other non-use or confidentiality obligation), (iii) was previously in the possession of the Receiving Party, or (iv) was independently developed by the Receiving Party or any of its Representatives without reference to the\nProprietary Information. The term \u201cRepresentative\u201d means, as to any person, such person\u2019s affiliates, officers, directors, general partners, members, employees, consultants, investment bankers, financial advisors, accountants, legal counsel, consultants and potential lenders. The term \u201caffiliate\u201d has the meaning set forth in Rule 12b-2 of the regulations promulgated under Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d).\n(b) Except as otherwise permitted under this Agreement or as required by applicable law, regulation, stock exchange rule or by legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (\u201cLegally Required\u201d), (a) the Receiving Party shall, and shall cause its Representatives to, keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than its Representatives who are participating in evaluating, negotiating, advising or financing with respect to the Possible Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating, negotiating, advising or financing with respect to the Possible Transaction (all of whom shall be informed of the confidential nature of such Proprietary Information) and shall cause its Representatives to treat such Proprietary Information in a confidential manner and in accordance with the terms hereof, provided that each party shall be responsible for any breach of this Agreement by any of its respective Representatives, (b) the Receiving Party shall not, and shall cause its Representatives not to, use any Proprietary Information for any purpose other than in connection with evaluating, negotiating, advising or financing with respect to the Possible Transaction or the consummation of the Possible Transaction, and (c) neither party shall, nor cause or permit their respective Representatives to, disclose to any person the existence or terms of this Agreement or that discussions or negotiations are taking or have taken place concerning the Possible Transaction, or any term, condition or other matter relating to the Possible Transaction (the information referred to in this clause (c), the \u201cTransaction Information\u201d). For the avoidance of doubt, each of those affiliates and Representatives of a Receiving Party that do not receive or have access to the Proprietary Information of the other party and the Transaction Information shall not be bound by or subject to the terms of this Agreement.\n2. Legally Required Disclosure; Return or Destruction of Proprietary Information. In the event the Receiving Party (or any of its Representatives) shall be Legally Required to disclose any Proprietary Information or Transaction Information, the Receiving Party shall, in advance of such disclosure, to the extent legally permissible, provide the Disclosing Party with notice of such requirement and a description of the Proprietary Information and Transaction Information that the Receiving Party or its Representative intends to disclose and to reasonably cooperate with the Disclosing Party to the extent it may seek to limit such disclosure, including, if requested, taking all reasonable steps, at the Disclosing Party\u2019s expense, to resist or avoid any such legal, judicial, regulatory or administrative process or to obtain a protective order in respect thereof. Upon either party\u2019s request, each party hereto shall (and shall cause its Representatives, and any other person, to whom it has disclosed any Proprietary Information or Transaction Information) promptly either (at the Receiving Party\u2019s option) return to the other party hereto or destroy (and certify in writing to the other party by an authorized officer supervising such destruction) all copies or other reproductions of Proprietary Information of the other party, other than any Derivative Materials, in its possession or the possession of any of its Representatives, and shall not retain any copies or other reproductions, in whole or in part, of such materials. The Receiving Party shall destroy all Derivative Materials, and such destruction will be certified in writing to the Disclosing Party by an authorized officer supervising such destruction. Notwithstanding the foregoing, the Receiving Party may retain data or electronic records containing Proprietary Information or Derivative Materials for the purposes of complying with its record retention policies or as required by applicable law so long as such data or records are not accessible in the ordinary course of business. Notwithstanding the return or destruction of Proprietary Information required by this Paragraph 2, for the duration of the term of this Agreement, the Receiving Party and its Representatives shall continue to be bound by all duties and obligations hereunder in accordance with the terms hereof.\n3. Standstill. Each party hereby represents to the other party that, as of the date hereof, neither it nor any of its affiliates has beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any securities of the other party or any of its subsidiaries (other than securities owned by any benefit plan of such party). Each party further covenants and agrees, in consideration of it being furnished with Proprietary Information, that neither it nor any of its affiliates who have received or had access to the Proprietary Information of the other party (a \u201cRestricted Affiliate\u201d) will, at any time commencing on the date hereof and ending on the earliest of (a) the twelve (12) month anniversary of this Agreement, (b) the execution and delivery by Fairfax (or its affiliate(s)) and Allied World of a definitive agreement to effect the Possible Transaction and (c) a Fundamental Change Event (as defined below) with respect to the other party, directly or indirectly, unless requested in writing (or by email) by the other party\u2019s chief executive officer, chairman or board of directors: (i) acquire (or agree, offer, seek or propose to acquire, in each case, publicly or privately), by purchase, tender offer, exchange offer, agreement or business amalgamation or combination or in any other manner, any ownership, including beneficial ownership, as defined in Rule 13d-3 under the Exchange Act, of any material assets or businesses or any securities of the other party or any of its subsidiaries, or any rights or options to acquire such ownership (including from any third party); (ii) publicly or privately offer to enter into, or publicly or privately propose, any merger, business combination, amalgamation, recapitalization, restructuring or other extraordinary transaction with the other party or any of its subsidiaries; (iii) initiate any stockholder proposal or the convening of a stockholders\u2019 meeting of or involving the other party or any of its subsidiaries; (iv) solicit proxies (as such terms are defined in Rule 14a-1 under the Exchange Act) or consents to vote with respect to any matter from, or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of the other party or any securities convertible into or exchangeable or exercisable for such capital stock; (v) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments, affairs or policies of the other party or any of its subsidiaries; (vi) make any public disclosure, or take any action that could reasonably be expected to require the other party to make a public disclosure, with respect to any of the matters set forth in this Agreement or (vii) assist, advise, act in concert or participate with or encourage others to, including as part of a \u201cgroup\u201d within the meaning of Section 13(d)(3) of the Exchange Act, any of the foregoing; provided, however, that nothing in this Agreement shall prohibit a party from making a non-public proposal to the other party with respect to any transaction of the type described in clause (ii) of this Paragraph 3, so long as such proposal is not knowingly made by such party in a manner that would require the public disclosure thereof by either party. A \u201cFundamental Change Event\u201d means a party has after the date of this Agreement entered into a definitive written agreement with a third party providing for (i) any acquisition of a majority of the voting securities of such party by any person or group, (ii) any acquisition of a majority of the consolidated assets of such party and its subsidiaries by any person or group, or (iii) any tender or exchange offer, merger or other business combination, amalgamation or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction (provided that, in the case of any transaction covered by the foregoing clause (iii), immediately following such transaction, any person (or the direct or indirect shareholders of such person) will beneficially own a majority of the outstanding voting power of such party or the surviving parent entity in such transaction).\n4. Non-Solicit. In consideration of being furnished the Proprietary Information by the other party, each party agrees that, for a period of twelve (12) months from the date of this Agreement, such party and its Restricted Affiliates shall not employ or solicit to employ any of the current officers or employees of the other party or its subsidiaries with whom such party or its Representatives has had contact in connection with the evaluation of the Possible Transaction or who were specifically identified to such party during the period of investigation of the other party pursuant to this Agreement, without obtaining the prior written consent of the other party. The use of an independent employment agency or employee search firm (so long as it is not directed by such party to solicit employees of the other party or its subsidiaries) or newspaper, trade publication or online job advertising and the hiring as a result thereof of any employee shall not be construed as a breach of this Agreement.\n5. Term. This Agreement shall terminate and be of no further force and effect on the earlier of (a) one (1) year from the date hereof and (b) the execution and delivery by Fairfax and Allied World of a definitive agreement to effect the Possible Transaction.\n6. Miscellaneous. This Agreement will be governed by the laws of the State of New York and will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may be amended or modified only in a written instrument executed by the parties hereto. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that each party shall be entitled to specific performance as a remedy for any such breach or threatened breach of this Agreement. This remedy shall not be deemed to be the exclusive remedy for any breach or threatened breach of this Agreement but shall be in addition to all other remedies available at law or equity. The parties hereto agree that unless and until a definitive agreement is executed and delivered with respect to the Possible Transaction, neither party intends to be, nor shall either be, under any legal obligation with respect to the Possible Transaction or otherwise, by virtue of any written or oral expressions by themselves or their respective Representatives with respect to the Possible Transaction, including any obligation to commence or continue discussions or negotiations, except for the matters specifically agreed to in this Agreement. Neither party hereto makes any representation or warranty, express or implied, on which the other party may rely as to the accuracy or completeness of the Proprietary Information and only those representations and warranties made in writing in a definitive agreement for a Possible Transaction, if any, shall have any legal effect. The parties hereto also agree that, other than as may be set forth in a definitive agreement for a Possible Transaction, neither party hereto shall have any liability whatsoever to the other party, including in contract, tort or under federal or state securities laws, arising out of, relating to, or resulting from, any errors or omissions in the Proprietary Information. This Agreement may be executed in one or more counterparts which may be delivered by way of PDF or similar electronic facsimile, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.\nFAIRFAX FINANCIAL HOLDINGS LIMITED\nBy: /s/ Paul Rivett\nName: Paul Rivett\nTitle: President\nALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG\nBy: /s/ Wesley D. Dupont\nName: Wesley D. Dupont\nTitle: EVP, General Counsel\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 38 - ], - [ - 39, - 306 - ], - [ - 307, - 916 - ], - [ - 917, - 1157 - ], - [ - 1158, - 1412 - ], - [ - 1413, - 1431 - ], - [ - 1431, - 1441 - ], - [ - 1442, - 2304 - ], - [ - 2304, - 2372 - ], - [ - 2372, - 2747 - ], - [ - 2747, - 3015 - ], - [ - 3015, - 3081 - ], - [ - 3081, - 3191 - ], - [ - 3192, - 3217 - ], - [ - 3217, - 3469 - ], - [ - 3469, - 3632 - ], - [ - 3633, - 3996 - ], - [ - 3996, - 4843 - ], - [ - 4843, - 5141 - ], - [ - 5141, - 5511 - ], - [ - 5511, - 5548 - ], - [ - 5548, - 5823 - ], - [ - 5824, - 5906 - ], - [ - 5906, - 6692 - ], - [ - 6692, - 7359 - ], - [ - 7359, - 7548 - ], - [ - 7548, - 7881 - ], - [ - 7881, - 8175 - ], - [ - 8176, - 8191 - ], - [ - 8191, - 8509 - ], - [ - 8509, - 8848 - ], - [ - 8848, - 8905 - ], - [ - 8905, - 9051 - ], - [ - 9051, - 9278 - ], - [ - 9278, - 9774 - ], - [ - 9774, - 10020 - ], - [ - 10020, - 10164 - ], - [ - 10164, - 10513 - ], - [ - 10513, - 10709 - ], - [ - 10709, - 10917 - ], - [ - 10917, - 11301 - ], - [ - 11301, - 11466 - ], - [ - 11466, - 11623 - ], - [ - 11623, - 11720 - ], - [ - 11720, - 11844 - ], - [ - 11844, - 12110 - ], - [ - 12110, - 12355 - ], - [ - 12356, - 12372 - ], - [ - 12372, - 13025 - ], - [ - 13025, - 13361 - ], - [ - 13362, - 13371 - ], - [ - 13371, - 13458 - ], - [ - 13458, - 13500 - ], - [ - 13500, - 13620 - ], - [ - 13621, - 13639 - ], - [ - 13639, - 13825 - ], - [ - 13825, - 13928 - ], - [ - 13928, - 14175 - ], - [ - 14175, - 14363 - ], - [ - 14363, - 14913 - ], - [ - 14913, - 15245 - ], - [ - 15245, - 15618 - ], - [ - 15618, - 15851 - ], - [ - 15852, - 15960 - ], - [ - 15961, - 15995 - ], - [ - 15996, - 16015 - ], - [ - 16016, - 16033 - ], - [ - 16034, - 16050 - ], - [ - 16051, - 16094 - ], - [ - 16095, - 16119 - ], - [ - 16120, - 16142 - ], - [ - 16143, - 16170 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 20, - 21 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 13 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 49 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 15, - 17, - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15, - 17, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000915191/000104746917003155/a2231967zex-99_8.htm" - }, - { - "id": 585, - "file_name": "916457_0000916457-14-000028_exhibit104-confidentiality.htm", - "text": "EXHIBIT 10.4\nCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into as of February 19, 2014, by and between Calpine Corporation, a Delaware corporation with its principal executive offices at 717 Texas Avenue, Suite 1000, Houston, Texas 77002 (\"Calpine\"); and LS Power Equity Advisors, LLC, a Delaware limited liability company, with its principal executive offices at 1700 Broadway, 35th Floor, NY, NY 10019 (\u201cLS Power\u201d), referred to collectively as \"Parties\" and individually as \"Party.\"\nRECITALS\nA. The Parties desire to exchange certain proprietary or confidential information for the purpose of evaluating the potential acquisition of certain of Calpine\u2019s power generating facilities and other assets (the \u201cProposed Transaction\u201d); and\nB. The Parties are willing to provide such information for such purpose in accordance with the terms hereof; NOW, THEREFORE, Calpine and LS Power do hereby mutually agree as follows:\n1. Definitions.\na. \"Confidential Information\" shall mean all confidential or proprietary written, recorded, electronic or oral information or data (including without limitation research, developmental, engineering, manufacturing, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, trade secrets, discoveries, ideas, designs, data, source code, object code, processes, computer programs, developments, flow diagrams, know-how, and computer programming and other software and software techniques) provided (whether such confidentiality or proprietary status is indicated orally or in writing, whether or not the specific words \"confidential\" or \"proprietary\" are used) to a Party (the \u201cReceiving Party\u201d) by the other Party (the \u201cDisclosing Party\u201d) in the course of the exchange of such information or data between the Parties. Without limiting the aforesaid, the existence of discussions between the Parties regarding the Proposed Transaction shall constitute Confidential Information hereunder.\nb. \u201cPerson\u201d shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.\nc. \u201cRepresentatives\u201d shall mean as to any Person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants).\n2. Confidentiality and Non-Use. In consideration of each Party's providing Confidential Information, the Parties agree as follows:\na. The Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives; provided, however, that the Receiving Party may disclose such Confidential Information to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction;\nb. The Receiving Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and\nc. The Receiving Party shall return or destroy all Confidential Information (including all copies thereof) within thirty (30) days of receipt of a written request.\nIn addition to the foregoing, the Receiving Party will not use the Confidential Information (a) in any way detrimental to the Disclosing Party\u2019s shareholders or (b) for any purpose other than in connection with the Proposed Transaction between the Parties.\n3. Exceptions to the Confidentiality and Non-Use Obligations. The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information:\na. was known to the Receiving Party prior to the receipt of the Confidential Information; or\nb. was, or becomes through no breach of the Receiving Party's obligations hereunder, known to the public; or\nc. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or\nd. is independently developed by the Receiving Party, as evidenced by the written records thereof.\nIt shall not be a breach of the confidentiality obligations hereof for a Receiving Party to disclose Confidential Information where, but only to the extent that, such disclosure is required by law or applicable legal process, provided in such case the Receiving Party shall (i) give the earliest notice possible to the Disclosing Party that such disclosure is or may be required and (ii) reasonably cooperate in protecting such confidential or proprietary nature of the Confidential Information which must so be disclosed.\n4. No Further Agreements Hereunder. Neither Calpine nor LS Power or any parent, subsidiary or affiliate thereof, shall be under any obligation to enter into any further agreements with the other signatory hereto or its parents, subsidiaries or affiliates of any nature whatsoever as a result of this Agreement. The Parties shall be free at all times to hold negotiations or enter into agreements with any other persons whatsoever (including with respect to projects under discussion by the Parties hereto) in addition to or in lieu of the discussions hereunder and any such activities shall not be a breach of this agreement or any obligations owed to the other Party hereunder. Each Party hereto reserves the right, in its sole discretion, to decline, to retract or to reject at any time any proposal which has not yet become legally binding by execution of a written agreement between the Parties with respect thereto, or with respect to any further agreements or business arrangements with the other Party hereto, its parents, subsidiaries or affiliates and to terminate all further discussions and negotiations.\n5. No Representations and Warranties. Each of the Parties make no representation or warranties, express or implied, of any kind to the other Party with respect to the Confidential Information, including without limitation with respect to the accuracy or completeness thereof. Any representations or warranties shall be made thereby, if at all, only in definitive written agreements that may be entered into hereafter.\n6. Termination; Duration of Obligations. Unless sooner terminated by mutual written Agreement of the Parties hereto, this Agreement and the obligations hereunder shall terminate one (1) year from the date hereof.\n7. Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties and supersedes all prior communications, agreements and understandings between the Parties relating to the subject matter hereof.\n8. Waivers; Amendments; Assignment; Counterparts. This Agreement may not be modified, amended or waived except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties thereto. This Agreement may be signed in two or more counterpart originals, each of which shall constitute an original document. The Parties agree that this Agreement can be executed via facsimile signatures and be binding.\n9. Governing Law; Disputes. This Agreement is made subject to and shall be construed under the laws of the State of New York, without giving effect to its principles or rules regarding conflicts of laws, and that the state and federal courts situated in the State of New York shall have exclusive jurisdiction to resolve any disputes with respect to this Agreement or the Confidential Information with each Party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information, and each Party irrevocably waives its rights to jury trials with respect thereto.\n10. Remedies. Without prejudice to the rights and remedies otherwise available to either Party, each Party shall be entitled to equitable relief by way of injunction or otherwise if the Receiving Party or any of its Representatives breach or threaten to breach any of the provisions of this Agreement and the Receiving Party shall not plead in defense thereto that there would be an adequate remedy at law.\n11. Non-Publicity: All media releases, public announcements and other disclosures by either Party relating to this Agreement or the subject matter hereof, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, shall be coordinated with and approved by the other Party prior to release. In addition, the Receiving Party shall refrain from removing, overprinting or defacing any notices of copyright, trademark, logo or other proprietary identifications or notices of confidentiality, from any originals or copies of the Disclosing Party\u2019s Confidential Information.\nIN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by their respective, fully authorized representatives as of the date first written above.\nCalpine Corporation LS Power Equity Advisors, LLC\nBy: /s/ W. THADDEUS MILLER By: /s/ JAMES BARTLETT\nName: W. Thaddeus Miller Name: James Bartlett\nExecutive Vice President, Chief\nTitle: Legal Officer & Secretary Title: President\nDate: 02/19/14 Date: 02/19/14\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 57 - ], - [ - 58, - 559 - ], - [ - 560, - 568 - ], - [ - 569, - 809 - ], - [ - 810, - 992 - ], - [ - 993, - 1008 - ], - [ - 1009, - 1879 - ], - [ - 1879, - 2047 - ], - [ - 2048, - 2187 - ], - [ - 2188, - 2373 - ], - [ - 2374, - 2406 - ], - [ - 2406, - 2504 - ], - [ - 2505, - 3333 - ], - [ - 3334, - 3536 - ], - [ - 3537, - 3700 - ], - [ - 3701, - 3793 - ], - [ - 3793, - 3862 - ], - [ - 3862, - 3957 - ], - [ - 3958, - 4020 - ], - [ - 4020, - 4209 - ], - [ - 4210, - 4302 - ], - [ - 4303, - 4411 - ], - [ - 4412, - 4579 - ], - [ - 4580, - 4678 - ], - [ - 4679, - 4953 - ], - [ - 4953, - 5062 - ], - [ - 5062, - 5201 - ], - [ - 5202, - 5238 - ], - [ - 5238, - 5513 - ], - [ - 5513, - 5881 - ], - [ - 5881, - 6317 - ], - [ - 6318, - 6356 - ], - [ - 6356, - 6594 - ], - [ - 6594, - 6735 - ], - [ - 6736, - 6777 - ], - [ - 6777, - 6948 - ], - [ - 6949, - 6970 - ], - [ - 6970, - 7179 - ], - [ - 7180, - 7230 - ], - [ - 7230, - 7346 - ], - [ - 7346, - 7627 - ], - [ - 7627, - 7829 - ], - [ - 7829, - 7949 - ], - [ - 7949, - 8043 - ], - [ - 8044, - 8072 - ], - [ - 8072, - 8705 - ], - [ - 8706, - 8720 - ], - [ - 8720, - 9112 - ], - [ - 9113, - 9132 - ], - [ - 9132, - 9504 - ], - [ - 9504, - 9781 - ], - [ - 9782, - 9952 - ], - [ - 9953, - 10002 - ], - [ - 10003, - 10052 - ], - [ - 10053, - 10059 - ], - [ - 10059, - 10098 - ], - [ - 10099, - 10130 - ], - [ - 10131, - 10180 - ], - [ - 10181, - 10196 - ], - [ - 10196, - 10202 - ], - [ - 10202, - 10210 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8, - 13, - 50 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 20, - 24 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25, - 26 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 20, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 16, - 17, - 18 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000916457/000091645714000028/exhibit104-confidentiality.htm" - }, - { - "id": 591, - "file_name": "1316898_0001047469-18-005618_a2236490zex-99_d2.htm", - "text": "Exhibit (d)(2)\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Mutual Nondisclosure Agreement (this \u201cAgreement\u201d) by and between Jamba, Inc., a Delaware corporation, including on behalf of its affiliates (the \u201cCompany\u201d), and FOCUS Brands Inc., a Delaware corporation, including on behalf of its subsidiaries (the \u201cParticipant\u201d and together with the Company, each a \u201cParty\u201d and collectively, the \u201cParties\u201d), is dated as of the latest date set forth on the signature page hereto (the \u201cEffective Date\u201d).\n1. General. In connection with the consideration of a possible negotiated transaction (a \u201cPossible Transaction\u201d) between the Parties, each Party (in its capacity as a provider of information hereunder, a \u201cProvider\u201d) is prepared to make available to the other Party (in its capacity as a recipient of information hereunder, a \u201cRecipient\u201d) certain Evaluation Material (as defined in Section 2 below) in accordance with the provisions of this Agreement, and hereby agrees to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201caffiliates\u201d shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.\n(b) The term \u201cBeneficial Ownership\u201d when used with reference to a security shall have the meaning ascribed to it under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d), except that for purposes of this definition, the term security shall include any option, warrant, or convertible security regardless of exercise or conversion date, and also include any stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the security or with a value derived in whole or in part from the value of the security, whether or not such instrument or right shall be subject to settlement in securities or otherwise and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of the security.\n(c) The term \u201cEvaluation Material\u201d means information (whether oral, written, electronic or otherwise) concerning Provider which has been or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient\u2019s evaluation of a Possible Transaction, including Provider\u2019s business, financial condition, operations, assets, liabilities, personnel and contracts, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient\u2019s or its Representatives\u2019 (on behalf of Recipient) possession, prior to its being furnished to Recipient or its Representatives by or on behalf of Provider or (iii) is or becomes available to Recipient or its Representatives (on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information or (iv) Recipient can reasonably show was independently developed by Recipient or Recipient\u2019s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives.\n(d) The term \u201cRepresentatives\u201d shall include the directors, officers, employees, potential financing sources, partners, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of a Party who have a need to know the Evaluation Material for purposes of evaluating a Possible Transaction, but only those of the foregoing who actually receive Evaluation Material directly from or at the direction of such Party. For the avoidance of doubt, Roark Capital Acquisition LLC shall be a Representative of FOCUS Brands Inc. under this Agreement.\n(e) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Each Recipient shall, and shall cause its Representatives to, (i) use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and (ii) keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient\u2019s Representatives who need to know such information for the sole purpose of helping Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient\u2019s Representatives.\nThis Agreement does not grant Recipient or any of its Representatives any license to use Provider\u2019s Evaluation Material except as provided herein. In addition, all proprietary and intellectual property rights in and to the Evaluation Material shall remain the sole property of Provider, and nothing in this Agreement shall be construed in any way to grant to Recipient or its Representatives or any other Person any express or implied option, license or other right, title or interest in or to any Evaluation Material, or to any intellectual property rights embodied in such Evaluation Material.\n4. Non-Disclosure of Discussions. Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will cause its Representative not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or any other transaction between the Parties or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof) ; provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict the ability of Recipient or its Representatives from having discussions or negotiations with other persons relating to potential financing in connection with the Possible Transaction so long as each of such Persons agrees in writing to be bound by the terms of this Agreement applicable to Representatives.\n5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by Provider, a Recipient or any of its Representatives is nonetheless legally compelled or required to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or would be liable for contempt or suffer other censure or penalty, such Recipient or its respective Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which Recipient or its Representatives is legally compelled or required to disclose, provided that Recipient and/or its Representatives cooperate with Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. Notwithstanding anything in this Agreement to the contrary, neither Recipient nor Recipient\u2019s Representatives shall be required to provide notice or seek consent to disclose any information in connection with a routine audit by, or blanket request from, a regulatory or governmental entity with jurisdiction over Recipient or Recipient\u2019s Representatives, and not directed at the Company or the Possible Transaction; provided that the Recipient or its Representatives, as applicable, inform any such authority of the confidential nature of the information disclosed to them and to keep such information confidential in accordance with such authority\u2019s policies or procedures.\n6. \u201cClick Through\u201d Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which Recipient or its Representatives are granted access in connection with this Agreement or a Possible Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that Recipient\u2019s and its Representatives\u2019 confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be reduced or enlarged except by an agreement executed by the Parties hereto in traditional written format.\n7. Return or Destruction of Evaluation Material. At any time upon the request of a Provider for any reason, a Recipient will, and will direct its Representatives to, promptly, but not later than 10 business days, after receipt of such notice or request, destroy or return (at Recipient\u2019s option) all Evaluation Material and all documents that incorporate Evaluation Material, and no copy or extract thereof (including electronic copies) shall be retained, except that Recipient and its Representatives may retain one copy to be kept confidential and used solely for archival, legal, and compliance purposes. Recipient shall provide to the Provider written confirmation of destruction signed by an authorized representative of Recipient. Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by such Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n8. No Solicitation. Recipient will not, within eighteen months from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the senior or key employees of the Provider or any of its subsidiaries nor any other employee of the Provider or any if its subsidiaries with whom Recipient has had direct contact in connection with its evaluation of a Possible Transaction or of whom it has become aware as a result of its receipt of any Evaluation Material, so long as they are employed by the Provider or any of its subsidiaries and for two months thereafter. For the purposes of clarification, the mere receipt of Provider\u2019s employee list by Recipient shall not be considered a solicitation of or a direct contact with such employees pursuant to this section. A Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider or its subsidiaries generally or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of such Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as such Recipient does not identify either Provider or any of the individuals employed by Provider to be solicited by such recruiting firm or organization. The provisions of this Section 8 shall terminate and be of no further effect upon the acquisition of such Provider by a third party.\n9. Standstill. Participant does not own any of the capital stock of the Company as of the Effective Date. Participant agrees that, for a period of one year after the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by the Company, neither it nor (1) any of its majority-owned subsidiaries, (2) its Representatives (acting on its behalf), or (3) Roark Capital Acquisition LLC or its affiliates who receive Evaluation Material directly from Roark Capital Acquisition LLC or Participant or at their direction, will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any securities (or any acquisition of Beneficial Ownership thereof) or assets of the Company or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Act) with respect to the securities of the Company;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the Company or its securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company;\n(e) take any action which may reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nParticipant also agrees, and will cause its Representatives to agree, during the Standstill Period, not to request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 9 (including this sentence).\nNotwithstanding anything in this Section 9 to the contrary, if, at any time during the Standstill Period, a public announcement is made by the Company or any other Person (other than Participant or its Representatives) that a third party (other than Participant or its Representatives) intends to acquire at least twenty percent (20%) of the outstanding capital stock of the Company, voting control or a material part of the Company\u2019s assets (by way of a tender offer, exchange offer, proxy contest, acquisition or other similar transaction), or if a definitive agreement is executed by the Company with a third party relating to such an acquisition of capital stock or assets, the restrictions set forth in this Section 9 shall immediately terminate and cease to be of any further effect on Participant.\nParticipant further agrees, and will cause its Representatives to agree, that unless otherwise directed by the Company in writing (i) all communications with the Company regarding a Possible Transaction, (ii) requests for additional information, facility tours, or management meetings, and (iii) discussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or directed by Participant or its Representatives only to David Pace, the Company\u2019s Chief Executive Officer, or a person or persons designated in writing by David Pace. Further, except upon the Company\u2019s prior written consent, neither Participant nor its Representatives acting on behalf of Participant involved with a Possible Transaction or who have received Evaluation Material will, directly or indirectly, contact any stockholder, director, officer, employee or agent of the Company, or any customer or supplier of the Company, regarding the Evaluation Material or a Possible Transaction. Nothing contained herein shall prevent Participant or its Representatives from maintaining any contacts in the ordinary course of business unrelated to a Possible Transaction or from conducting consumer surveys or other due diligence, in each case, without disclosing or relying on any Evaluation Material.\n10. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n11. Compliance with Securities Laws. Each Recipient acknowledges that the Evaluation Material may include material nonpublic information (within the meaning of the securities laws of the United States) with respect to Provider. Each Recipient agrees not to use and will cause its Representatives to agree not to use any Evaluation Material of Provider in violation of applicable securities laws.\n12. Not a Transaction Agreement. Each Party understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Party hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Parties shall have entered into a final definitive agreement for a Possible Transaction. Each Party also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Party is under any obligation to accept any proposal regarding a Possible Transaction and either Party may terminate discussions and negotiations with the other Party at any time.\n13. No Representations or Warranties; No Obligation to Disclose. Each Recipient understands and acknowledges that neither Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of Provider and shall have no liability to Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to a Recipient or its respective Representatives or any errors therein or omissions therefrom. As to the information delivered to Recipient, Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating Provider to provide, or to continue to provide, any information to any Person.\n14. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n15. Remedies. Each Party understands and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by either Party or any of its Representatives and that the Party against which such breach is committed shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Party of this Agreement, but shall be in addition to all other remedies available at law or equity to the Party against which such breach is committed.\n16. Legal Fees. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either Party or its Representatives has breached this Agreement, then the Party which is, or the Party whose Representatives are, determined to have so breached shall be liable and pay to the other Party the reasonable legal fees and costs incurred by the other Party in connection with such litigation, including any appeal therefrom.\n17. Governing Law. This Agreement is for the benefit of each Party and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state.\n18. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n19. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship at any of the provisions of this Agreement.\n20. Term. This Agreement, and all obligations and other provisions hereunder, shall terminate two years after the date of this Agreement.\n21. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter.\n22. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument.\n23. Consent to Representation. This agreement also constitutes notice to Participant that the Company has engaged DLA Piper LLP (US) and its affiliated firms as its legal counsel in connection with the Possible Transaction, and Participant hereby (i) consents to the continued representation of the Company by DLA Piper LLP (US) and its affiliated firms in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Participant and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to DLA Piper LLP (US) and its affiliated firms that may arise from its representation of the Company in connection with the Possible Transaction, including but not limited to representing the Company against Participant and/or its affiliates in litigation, arbitration, or mediation in connection therewith. Notwithstanding the foregoing, in the event of any dispute (including litigation, arbitration, or mediation) between the Parties related to this Agreement, DLA Piper LLP (US) and its affiliated firms will not represent either Party. In addition, Participant hereby acknowledges that the consent and waiver under this paragraph is voluntary and informed, and that Participant has obtained independent legal advice with respect to this consent and waiver. Participant further agrees that they are each aware of the extent of their respective relationships, if any, with DLA Piper LLP (US) and its affiliate firms, and do not require additional information from DLA Piper LLP (US) in order to understand the nature of this consent. Each of DLA Piper LLP (US) and its affiliated firms are an express third party beneficiary of this paragraph.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nJAMBA, INC. FOCUS BRANDS INC.\nBy: /s/ David Pace By: /s/ Sarah Powell\nName: Dave Pace Name: Sarah Powell\nTitle: CEO Title: EVP, General Counsel & Secretary\nDate: March 30, 2018 Date: March 29, 2018\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 45 - ], - [ - 46, - 487 - ], - [ - 488, - 500 - ], - [ - 500, - 1035 - ], - [ - 1036, - 1051 - ], - [ - 1052, - 1227 - ], - [ - 1228, - 2074 - ], - [ - 2075, - 2734 - ], - [ - 2734, - 2798 - ], - [ - 2798, - 2961 - ], - [ - 2961, - 3148 - ], - [ - 3148, - 3517 - ], - [ - 3517, - 3743 - ], - [ - 3744, - 4217 - ], - [ - 4217, - 4343 - ], - [ - 4344, - 4453 - ], - [ - 4454, - 4485 - ], - [ - 4485, - 4547 - ], - [ - 4547, - 4643 - ], - [ - 4643, - 5042 - ], - [ - 5042, - 5158 - ], - [ - 5159, - 5306 - ], - [ - 5306, - 5754 - ], - [ - 5755, - 5789 - ], - [ - 5789, - 5981 - ], - [ - 5981, - 6050 - ], - [ - 6050, - 6207 - ], - [ - 6207, - 6713 - ], - [ - 6714, - 6746 - ], - [ - 6746, - 7394 - ], - [ - 7394, - 8281 - ], - [ - 8281, - 8955 - ], - 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(\u201cShareholder\u201d), ANA MISRA, an individual (\u201cMisra\u201d) and SCOTT MacCANNELL, an individual (\u201cMacCannell\u201d) (Misra and MacCannell are also hereinafter referred to as \u201cKey Personnel\u201d).\nRECITALS:\nA. The Purchaser is purchasing the stock of the Company, pursuant to that certain Stock Purchase Agreement dated February 21, 2014 (the \u201cSPA\u201d).\nB. The Seller and Shareholder each acknowledges that the Seller and the Shareholder have received and/or will receive substantial and adequate monetary consideration and benefits in return for entry into the SPA and this Agreement and that the Seller and the Shareholder have freely chosen to enter into the terms of this Agreement.\nC. The Key Personnel each acknowledge that each is an officer of Seller and has received and/or will receive substantial and adequate monetary consideration and benefits in return for entry into this Agreement and that each has freely chosen to enter into the terms of this Agreement.\nNOW, THEREFORE, in consideration of the Recitals and covenants and agreements, hereinafter contained, the parties agree as follows:\n1. Incorporation by Reference. The Recitals are incorporated and made a part of this Agreement by reference thereto.\n2. Non-Disclosure.\nAs a material part of the consideration given and received by the parties in connection with the SPA:\na. Seller, Key Personnel and Shareholder, jointly and severally, acknowledge and agree that in the course of ownership and/or employment with the Company that Seller, Key Personnel and Shareholder have acquired and/or the Company has and will continue to provide Seller, Key Personnel and Shareholder with, or access to information regarding the business, procedures, activities and services of the Company, including but not limited to, memorandum, files, forms, techniques, methods and procedures, programs, customer accounts and customer lists, supplier lists, costs and prices of the Company, and customer needs, requirements and business affairs (hereinafter referred to collectively as the \u201cProprietary Property\u201d) as is necessary or desirable to assist him in his activities on behalf of the Company.\nb. Seller, Key Personnel and Shareholder hereby acknowledge that the Proprietary Property is the sole and exclusive property of the Company that the Proprietary Property is a valuable, special and unique asset of the business of the Company, developed at considerable expense to the Company, and is not available to the public at large or other persons engaging in businesses which are the same as or similar to the business of the Company.\nc. Seller, Key Personnel and Shareholder covenant and agree that each shall not for a period of one (1) year, communicate or divulge to, or use for the benefit of itself or any other person, firm, association or corporation, any information in any way relating to the Proprietary Property, in competition with the business of the Company.\n3. Covenant Not To Compete.\nAs a material part of the consideration given and received by the parties:\na. Seller, Key Personnel and Shareholder, jointly and severally, expressly covenant and agree that for a period of one (1) year, Seller will not engage in any business or perform any service, directly or indirectly, in competition with the business of the Company, or have any interest, whether as proprietor, partner, employee, stockholder, principal, agent, consultant, director, officer, or in any other capacity or manner whatsoever, in any enterprise that shall engage in the business of the Company, except through publicly-traded shares of a corporation or mutual fund listed on a major stock exchange.\nb. In furtherance of the foregoing and not in limitation thereof, Key Personnel and Shareholder agree that for a period of one (1) year, Key Personnel and Shareholder shall not (aa) directly or indirectly, solicit or service in any way, on behalf of itself or on behalf of or in conjunction with others, any customers, or prospective customers who have been solicited or serviced by the Company; (bb) directly or indirectly take any action which may induce any customer or divert any business from the Company; or (cc) directly or indirectly, for himself or any enterprise engaged in competition with the Company, solicit for employment or employ any employee who is then employed by the Company or who has been employed by the Company within one (1) year prior to the termination of his employment.\nc. The covenants on the part of Key Personnel and Shareholder contained in this Agreement shall be construed as an agreement independent of any other provision in this Agreement or the SPA. The existence of any claim or cause of action of Seller and/or Shareholder against the Company or Purchaser, whether predicated on this Agreement, the SPA or otherwise shall not constitute a defense to the enforcement of this Agreement.\nd.\n(i) Seller, Key Personnel and Shareholder understand that the provisions of this Agreement contain restrictive covenants and prohibit the disclosure of the Proprietary Property of the Company, agree to the reasonability of said provisions, and do herewith expressly agree and acknowledge that their breach of this Agreement will not be adequately compensated by money damages. Seller, Key Personnel and Shareholder acknowledge that the restrictions contained in this Agreement are a reasonable and necessary protection of the legitimate interests of the Company and that any violation of these restrictions would cause substantial irreparable injury to the Company. Seller, Key Personnel and Shareholder acknowledge that Purchaser would not have entered into this Agreement without receiving the consideration offered by Seller and Shareholder in binding itself to these restrictions.\n(ii) Seller, Key Personnel and Shareholder expressly agree that in the event of any suit which may be brought by the Company for any violation of the provisions of this Agreement, any such breach or threatened breach of this Agreement shall entitle the Company to any and/or of the following remedies:\n(aa) an order in any such suit enjoining Seller, Key Personnel and Shareholder from violating said provisions. An order to that effect may be entered at any stage of such litigation, without the requirement to post bond, and any application for such injunction shall be without prejudice to any other right of action which may accrue to the parties by reason of the breach or threatened breach of this Agreement; and\n(bb) an order in any such suit providing for monetary damages.\n(iii) The remedies contained in this Agreement are cumulative and not exclusive. Nothing contained in this Agreement shall constitute a waiver by the parties, nor shall the parties be precluded from availing themselves of any of the rights and remedies available to them in law or in equity.\n(iv) If any portion or portions of the covenants contained herein shall be, for any reason, held invalid or unenforceable or deemed to be too excessive and, therefore unenforceable, such portion or portions of the covenant shall be reinterpreted by the court who shall have made such determination to requalify the limitations provided therein so as to make the covenant enforceable, so long as to make the covenant enforceable, so long as the modifications to be made therein will not substantially defeat the original purposes of the parties hereto and the parties hereto agree to be bound by such reinterpretation.\n4. Notices.\nAll notices, consents, waivers, requests and other communications under this Agreement must be in writing to:\n(i) SELLER/ Troy Holdings International, Inc.\nSHAREHOLDER/ Attn: Scott MacCannell, President\nKEY PERSONNEL: Ana Misra, Vice President\n204-11 Cidermill Avenue\nVaughan, Ontario, L4K 4B6, Canada\nE-mail: smaccannell@troyinc.ca amisra@troyinc.ca\n(ii) WITH A COPY TO: Mark G. Baker, LL.M.\nBaker & Company, Barristers and Solicitors,\n3300-130 Adelaide St. West\nToronto, ON Canada, M5H3P5\nFax Number: (416) 366-3992\nEmail: mbaker@bakerlawyers.com\n(iii) COMPANY/ PURCHASER: Epazz, Inc.\nAttn: Shaun Passley\n309 W. Washington Street, Suite 1225\nChicago, Illinois 60606\nFax Number: (312) 873-4283\nE-mail: shaun@epazz.net\n(iv) WITH A COPY TO: Daniel M. Loewenstein Evans, Loewenstein, Shimanovsky & Moscardini, Ltd.\n130 South Jefferson Street, Suite 350\nChicago, Illinois 60661\nFax Number: (312) 466-0819\nE-mail: dloewenstein@elsm.com\nor at such other address or number as shall be designated by either of the parties in a notice to the other party given in accordance with this Section. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given:\na. in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails;\nb. in the case of a notice delivered by hand, when personally delivered;\nc. in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and\nd. in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.\n5. Benefit and Burden.\nThis Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their successors and permitted assigns.\n6. Amendments and Waiver.\nNo amendment, modification, restatement or supplement of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom that waiver is sought to be enforced.\n7. Counterparts.\nThis Agreement may be executed in counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement.\n8. Captions and Headings.\nThe captions and headings contained in this Agreement are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof if any question of intent should arise.\n9. Construction.\nThe parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties hereto.\n10. Severability.\nShould any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken by the parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.\n11. Effect of Facsimile and Photocopied Signatures.\nThis Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one party and faxed to another party shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy of this Agreement shall be effective as an original for all purposes.\n12. Governing Law.\nThis agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to the conflict of law principles thereof.\n13. Jurisdiction/Venue.\nEach of the parties hereby:\na. irrevocably submits to the personal jurisdiction of any Illinois court, over any claim arising out of or relating to this Agreement and irrevocably agrees that any and all such claims may be heard and determined in such Illinois court, in and for Cook County, and\nb. irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the venue in any proceeding being brought in a court in the Circuit Court of Cook County, Illinois.\n14. Prevailing Party Costs.\nIf any party commences an action against another party to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a breach by a party of its obligations under this Agreement, the prevailing party in any such action shall be entitled to recover its losses, including reasonable attorneys\u2019 fees, costs and interest incurred in connection with the enforcement of this agreement.\n[Remainder of page left intentionally blank. Signature page follows.]\nIN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.\n \u201cS E L LE R\u201d \u201cCOMPANY\u201d\nTROY HOLDINGS INTERNATIONAL, INC. TELECORP PRODUCTS, INC.\nBy:_____________________________ By:_____________________________\nIts:_____________________________ Its:_____________________________\n\u201cPU RCHASE R\u201d\nEPAZZ, INC.\nBy: /s/ Shaun Passley\nShaun Passley\nIts: Chief Executive Officer\nSHAREHOLDER:\nTROY INC.\nBy: ________________________\nIts:_________________________\nKEY PERSONNEL:\n_________________________\nSCOTT MacCANNELL\n_________________________\nANAMISRA\n", - "spans": [ - [ - 0, - 13 - ], - [ - 14, - 50 - ], - [ - 51, - 557 - ], - [ - 558, - 567 - ], - [ - 568, - 711 - ], - [ - 712, - 1044 - ], - [ - 1045, - 1329 - ], - [ - 1330, - 1461 - ], - [ - 1462, - 1493 - ], - [ - 1493, - 1578 - ], - [ - 1579, - 1597 - ], - [ - 1598, - 1699 - ], - [ - 1700, - 2506 - ], - [ - 2507, - 2947 - ], - [ - 2948, - 3286 - ], - [ - 3287, - 3314 - ], - [ - 3315, - 3389 - ], - [ - 3390, - 3999 - ], - [ - 4000, - 4799 - ], - [ - 4800, - 4990 - ], - [ - 4990, - 5226 - ], - [ - 5227, - 5229 - ], - [ - 5230, - 5607 - ], - [ - 5607, - 5896 - ], - [ - 5896, - 6114 - ], - [ - 6115, - 6416 - ], - [ - 6417, - 6528 - ], - [ - 6528, - 6833 - ], - [ - 6834, - 6896 - ], - [ - 6897, - 6978 - ], - [ - 6978, - 7188 - ], - [ - 7189, - 7806 - ], - [ - 7807, - 7818 - ], - [ - 7819, - 7928 - ], - [ - 7929, - 7974 - ], - [ - 7975, - 8012 - ], - [ - 8012, - 8021 - ], - [ - 8022, - 8048 - ], - [ - 8048, - 8062 - ], - [ - 8063, - 8070 - ], - [ - 8070, - 8086 - ], - [ - 8087, - 8120 - ], - [ - 8121, - 8169 - ], - [ - 8170, - 8211 - ], - [ - 8212, - 8255 - ], - [ - 8256, - 8282 - ], - [ - 8283, - 8309 - ], - [ - 8310, - 8322 - ], - [ - 8322, - 8336 - ], - [ - 8337, - 8367 - ], - [ - 8368, - 8405 - ], - [ - 8406, - 8425 - ], - [ - 8426, - 8462 - ], - [ - 8463, - 8486 - ], - [ - 8487, - 8499 - ], - [ - 8499, - 8513 - ], - [ - 8514, - 8537 - ], - [ - 8538, - 8631 - ], - [ - 8632, - 8669 - ], - [ - 8670, - 8693 - ], - [ - 8694, - 8706 - ], - [ - 8706, - 8720 - ], - [ - 8721, - 8750 - ], - [ - 8751, - 8904 - ], - [ - 8904, - 9016 - ], - [ - 9017, - 9153 - ], - [ - 9154, - 9226 - ], - [ - 9227, - 9340 - ], - [ - 9341, - 9546 - ], - [ - 9547, - 9569 - ], - [ - 9570, - 9705 - ], - [ - 9706, - 9731 - ], - [ - 9732, - 9883 - ], - [ - 9883, - 10035 - ], - [ - 10036, - 10052 - ], - [ - 10053, - 10290 - ], - [ - 10291, - 10316 - ], - [ - 10317, - 10543 - ], - [ - 10544, - 10560 - ], - [ - 10561, - 10830 - ], - [ - 10831, - 10848 - ], - [ - 10849, - 11385 - ], - [ - 11386, - 11437 - ], - [ - 11438, - 11524 - ], - [ - 11524, - 11667 - ], - [ - 11667, - 11835 - ], - [ - 11835, - 11916 - ], - [ - 11917, - 11935 - ], - [ - 11936, - 12160 - ], - [ - 12161, - 12184 - ], - [ - 12185, - 12212 - ], - [ - 12213, - 12479 - ], - [ - 12480, - 12699 - ], - [ - 12700, - 12727 - ], - [ - 12728, - 13142 - ], - [ - 13143, - 13188 - ], - [ - 13188, - 13212 - ], - [ - 13213, - 13322 - ], - [ - 13323, - 13324 - ], - [ - 13324, - 13346 - ], - [ - 13347, - 13381 - ], - [ - 13381, - 13404 - ], - [ - 13405, - 13438 - ], - [ - 13438, - 13470 - ], - [ - 13471, - 13505 - ], - [ - 13505, - 13538 - ], - [ - 13539, - 13552 - ], - [ - 13553, - 13564 - ], - [ - 13565, - 13586 - ], - [ - 13587, - 13600 - ], - [ - 13601, - 13629 - ], - [ - 13630, - 13642 - ], - [ - 13643, - 13652 - ], - [ - 13653, - 13657 - ], - [ - 13657, - 13681 - ], - [ - 13682, - 13711 - ], - [ - 13712, - 13726 - ], - [ - 13727, - 13752 - ], - [ - 13753, - 13769 - ], - [ - 13770, - 13795 - ], - [ - 13796, - 13804 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001335239/000101968714003760/epazz_ex1034.htm" - }, - { - "id": 600, - "file_name": "1367408_0001367408-06-000002_risb2ex106.htm", - "text": "Non-Disclosure & Business Relationship Agreement\n1. After execution of this agreement and upon receipt of List, Raphael Industries Ltd. (\"Raphael\") will grand ListFusion limited rights (as stated below) to use the furnished names, addresses, telephone numbers and associated information (collectively known as the \"List\"). List Fusion understands and agrees that the List is a very valuable asset of Raphael and at all times the exclusive property of Raphael.\n2. ListFusion agrees that this Agreement grants only limited rights to use the List for the sole purpose of loading the List into ListFusion's proprietary database system. The List will not be reproduced, transferred, or conveyed to any 3rd party without prior written authorization by Raphael.\n3. ListFusion agrees that the List may not be used to overlay or enhance any 3rd party data without prior written authorization by Raphael.\n4. The List will be stored exclusively on ListFusion's secure servers. ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael.\n5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael.\n6. Other than the information set out in the data card and agreed to by the parties, ListFusion, its employees, officers and trustees agree not to divulge or disseminate to any person or entity any confidential information about Raphael, including but not limited to personal and financial information, that may arise out of the discharge of their responsibilities as set out herein. Additionally, ListFusion. agrees not to copy, reprint or disseminate the publications, or any information concerning the publication including the articles, graphics or contents without express written authorization from Raphael. Any and all such information shall be kept confidential and shall not in any manner be revealed to anyone except as expressly provided herein.\n7. Raphael my at any time request the List be completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents.\n8. ListFusion reserves the right to discontinue services immediately if payment for services is not received when due or with 30 days prior written notice. In the event ListFusion discontinues services, the List will be returned to Raphael and then completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents in possession of ListFusion.\n9. This Agreement contains the entire agreement relative to the protection of the List to be exchanged hereunder, and supersedes all prior to contemporaneous oral or written understandings or agreements regarding the issue. This Agreement shall not be modified or amended, except in a written instrument executed by the parties.\n10.Nothing contained in this Agreement shall, by express grant, implication, estoppel or otherwise, create in either party any right, title, interest or license in or to the inventions, patents, technical data, computer software or software documentation of the other party.\n11.In the event of a breach of this Agreement by either Party hereto resulting in damages to the other Party, that other Party may recover from the Party so breaching said contract such damages as may be sustained.\n12.Nothing contained in this Agreement shall grant to either party the right to make commitments of any kind or on behalf of any other party without the prior written consent of the other party.\n13.The effective date of this Agreement shall be the date upon which the last signatory below executes this Agreement.\n14.This Agreement shall be governed and construed in accordance with the laws of The Sate of Utah.\n15.This Agreement shall benefit and be binding upon the successors and assignees of the parties hereto.\n16.The invalidity or unenforceability of any particular provision of this Agreement, or portion thereof shall not affect the other provisions or portions thereof; and, this Agreement shall be construed in all respects as if any such invalid or unenforceable provision or portions thereof were omitted and this Agreement shall remain in full force and effect.\n17.This Agreement may be signed in counterparts and by facsimile, each of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument.\nCOMPANY: RAPHAEL INDUSTRIES, LTD COMPANY: LISTFUSION\nADDRESS: 5190 NEIL ROAD, SUITE 430 ADDRESS: 763 NORTH 530 EAST\nCITY/ST/ZIP: RENO, NV 89502 CITY/ST/ZIP: OREM, UTAH 84097-4105\nNAME: ARNE RAABE NAME: ERIC SMITH\nTITLE: DIRECTOR TITLE: PRESIDENT\nSIGNATURE: ARNE RAABE SIGNATURE: ERIC SMITH\nDATE: 11-28-05 DATE: 11-28-05\n", - "spans": [ - [ - 0, - 48 - ], - [ - 49, - 323 - ], - [ - 323, - 459 - ], - [ - 460, - 632 - ], - [ - 632, - 754 - ], - [ - 755, - 894 - ], - [ - 895, - 966 - ], - [ - 966, - 1105 - ], - [ - 1106, - 1187 - ], - [ - 1187, - 1267 - ], - [ - 1267, - 1342 - ], - [ - 1342, - 1489 - ], - [ - 1490, - 1874 - ], - [ - 1874, - 1900 - ], - [ - 1900, - 2104 - ], - [ - 2104, - 2246 - ], - [ - 2247, - 2417 - ], - [ - 2418, - 2574 - ], - [ - 2574, - 2819 - ], - [ - 2820, - 3044 - ], - [ - 3044, - 3148 - ], - [ - 3149, - 3152 - ], - [ - 3152, - 3423 - ], - [ - 3424, - 3427 - ], - [ - 3427, - 3638 - ], - [ - 3639, - 3642 - ], - [ - 3642, - 3833 - ], - [ - 3834, - 3837 - ], - [ - 3837, - 3952 - ], - [ - 3953, - 3956 - ], - [ - 3956, - 4051 - ], - [ - 4052, - 4055 - ], - [ - 4055, - 4155 - ], - [ - 4156, - 4159 - ], - [ - 4159, - 4514 - ], - [ - 4515, - 4518 - ], - [ - 4518, - 4727 - ], - [ - 4728, - 4780 - ], - [ - 4781, - 4843 - ], - [ - 4844, - 4906 - ], - [ - 4907, - 4940 - ], - [ - 4941, - 4973 - ], - [ - 4974, - 5017 - ], - [ - 5018, - 5047 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 2, - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 1 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 16, - 18 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 7, - 11 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 4, - 13, - 14 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 3, - 15 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001367408/000136740806000002/risb2ex106.htm" - }, - { - "id": 606, - "file_name": "1402305_0001193125-11-343865_d268167dex99d2.htm", - "text": "Exhibit (d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is effective as of October 20, 2011 (\u201cEffective Date\u201d) and is entered into between SuccessFactors, Inc., a Delaware corporation, having a place of business at 1500 Fashion Island Boulevard, San Mateo, California, 94404, USA (\u201cCompany\u201d), and SAP AG, a German company with its place of business at Dietmar Hopp Allee 16, 69190 Walldorf, Germany on behalf of itself and its wholly owned subsidiaries, (\u201cSAP\u201d). In consideration of the mutual covenants contained herein, SAP and Company, intending to be legally bound hereby, agree to the following:\n1. In connection with an evaluation relating to a potential relationship, cooperation or transaction (the \u201cEvaluation\u201d), SAP and Company may deliver to each other, upon the execution of this Agreement, Confidential Information as defined below (the party disclosing such Confidential Information being the \u201cDisclosing Party\u201d and the party receiving such Confidential Information being the \u201cReceiving Party\u201d).\n2. As used herein, \u201cConfidential Information\u201d shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: (a) the business plans or operations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party; (c) the business of any customer or partner of the Disclosing Party; (d) Disclosing Party\u2019s properties, employees, finances, operations; (e) any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party); (f) software and related documentation (\u201cDisclosing Party\u2019s Software\u201d) including the following information regarding Disclosing Party\u2019s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in Disclosing Party\u2019s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to Disclosing Party\u2019s Software; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies. Where the Confidential Information has not been reduced to written or other tangible form at the time of disclosure, and such disclosure is made orally or visually, the Disclosing Party agrees to identify it as confidential or proprietary at the time of disclosure. \u201cConfidential Information\u201d shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its Representatives which contain or are based upon, in whole or in part, the information furnished to the receiving party or its Representatives pursuant hereto.\n3. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. The Receiving Party:\n(a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation. and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein \u201creasonable steps\u201d means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein. \u201cRepresentatives\u201d shall mean (i) employees of Receiving Party; (ii) attorneys, accountants, or other professional business advisors and, additionally,\n(iii) employees of the Receiving Party and those entities directly or indirectly owned by the Receiving Party, in each case, who shall be informed of the confidential nature of the Confidential Information and shall agree to act in accordance with the terms of this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives.\n4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by Receiving Party; (c) at the time of disclosure to Receiving Party was known to such party free of restriction; or (d) Disclosing Party agrees in writing is free of such restrictions.\n5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein.\n6. Nothing in this Agreement shall prohibit or restrict either party\u2019s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. Further, either party shall be free to use for any purpose the residuals (defined below) resulting from access to or work with Confidential Information disclosed hereunder. The term \u201cresiduals\u201d means information in non-tangible form which may be retained in the unaided memory by persons who have had access to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. The party using any information that it claims to be residuals will have the burden of proving that the information constitutes residuals.\n7. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party or the Evaluation, unless prohibited by law, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party (i) to seek an appropriate protective order or other remedy; (ii) to consult with the Receiving Party with respect to the Disclosing Party\u2019s taking steps to resist or narrow the scope of such request or legal process; or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained in a timely manner, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party or its Representative shall disclose only that portion of the Confidential Information which is legally required to be disclosed and to require that all Confidential Information that is so disclosed will be accorded confidential treatment.\n8. To the extent that any Confidential Information may Include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n9. Upon the Disclosing Party\u2019s written request, the Receiving Party shall (at the Receiving Party\u2019s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or an intangible media, such as electronic mail or computer files) in the Receiving Party\u2019s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up.\n10. Each Party hereto acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Confidential Information.\n11. Until a separate definitive agreement regarding a potential relationship or transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to any proposal, term sheet, letter of intent, or draft agreement relating to any such potential relationship or transaction (other than with respect to the confidentiality and other matters set forth herein). Each party hereto and its Representatives (a) may conduct the process that may or may not result in definitive agreement in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party); and (b) reserves the right to change (in its sole discretion, at any time and without notice to the other party) the procedures relating to the parties\u2019 consideration of the potential relationship or transaction (including, without limitation, terminating all further discussions with the other party and requesting that the other party return or destroy the Confidential Information as described above). Either party can end the discussions at any time, for any reason, and without liability to the other. Any business decision either party makes in anticipation of definitive agreements is at the sore risk of the party making the decision, even if the other party is aware of or has indicated approval of, such decision.\n12. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n13. In consideration of the Information being furnished to SAP and the Company, each of SAP and the Company hereby agree that, until twelve (12) months after the date of termination of this Agreement, such party will not solicit for employment with such party or any of its subsidiaries, or employ, any of the current officers or employees of the other party with whom such party has had contact during the term of this Agreement and who became known by such party or who was identified to such party as part of the Evaluation under this Agreement. Notwithstanding the foregoing, nothing herein shall restrict or preclude either party from (A) making generalized searches for employees (by use of advertisements in the media, the engagement of search firms or otherwise), (B) continuing its ordinary course hiring practices that are not targeted specifically at employees of the other party or (C) hiring an employee of the other party who first initiates an employment discussion with such party, so long as such party has not violated the restrictions on solicitation contained in this Agreement.\n14. In consideration of the Confidential Information being provided to a Receiving Party for purposes of the Evaluation, the parties agree that until one (1) year after the date of termination of this Agreement, neither party nor any of each party\u2019s affiliates or its Representatives acting on the party\u2019s behalf will, unless specifically invited in writing by the other party\u2019s Board of Directors or its duly authorized representative: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities, or indebtedness of the other party or any subsidiary thereof, or any successor entity; (ii) make, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in Rule 14a-1 under the Securities Exchange Act of 1934 (the \u201c34 Act\u201d)) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the other party; (iii) make any public announcement with respect to, or submit a proposal for, or offer of any merger, consolidation, stock purchase tender or exchange offer, restructuring or business combination, involving the other party or to purchase, directly or indirectly, a material portion of the assets of the other party or its subsidiaries; (iv) form, join or in any way participate in a \u201cgroup\u201d (as defined in Section 13(d)(3) of the 34 Act) in connection with any of the foregoing; (v) request the other party or any of the other party\u2019s Representatives to amend or waive any provisions of this paragraph in a manner that would require public disclosure of such request; or (vi) take any action that could reasonably be expected to require the other party to make a public announcement regarding the possibility of any of the events described in sub-clauses (i) through (v). Notwithstanding anything to the contrary in this paragraph, (1) each party shall be permitted at any time and from time to time to submit to the Chief Executive Officer of the other party one or more offers, proposals or indications of interest related to a transaction between the parties, provided that each such submission is made on a confidential basis and states that the provider does not intend to make a public announcement related to such submission or its text or contents and that the provider of such submission believes, after discussion with its counsel, that the receipt thereof by the other party does not require public disclosure of such submission and (2) no party shall be bound by the foregoing restrictions in the event that any person or \u201cgroup\u201d (as defined in Section 13(d)(3) of the 34 Act) other than such party or its affiliates shall (x) acquire or publicly propose to acquire, by purchase, merger, tender offer, reorganization, consolidation or otherwise, beneficial ownership of more than 50% of the outstanding voting securities of the other party or assets of the other party or its subsidiaries representing more than 50% of the consolidated earning power of the other party and its subsidiaries and the other party\u2019s Board of Directors has recommended to such other party\u2019s shareholders that such acquisition be approved or (y) enter into an agreement or publicly propose to enter into an agreement providing for the merger or consolidation, or any similar transaction, involving the other party in which, following consummation of such transaction, substantially all of the persons or entities who, immediately prior to such transaction, had beneficial ownership of 50% or more of the voting power of the other party would not continue to beneficially own by virtue of their exchange or retention of securities of such other party representing at least 50% of the voting power of the combined entity and would not have the ability to elect a majority of the directors of the combined entity and the other party\u2019s Board of Directors has recommended to such other party\u2019s shareholders that such merger, consolidation or similar transaction be approved.\n15. Without prejudice to the rights and remedies otherwise available to either party hereto, each party hereto shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this Agreement.\n16. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty regarding the Confidential Information, including, without limitation, any representation or warranty as to the completeness or accuracy of the Confidential Information.\n17. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The parties agree the courts of the State of California shall be the exclusive venue for disputes arising under this Agreement. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.\n18. This Agreement constitutes the entire understanding between the parties hereto as to Confidential Information disclosed hereunder in connection with the Evaluation and merges all prior discussions between them relating thereto. Notwithstanding the foregoing, in the event the parties have entered into, or enter into in the future, other agreements which contain terms concerning ownership or use of work product of either party or software license provisions and rights, then this Agreement shall not supersede either party\u2019s rights and obligations as provided in such other agreements, unless such other agreement specifically provides otherwise. Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. Any waiver of a provision of this Agreement shall not be deemed a subsequent waiver of the same or any other provision of this Agreement. It is further understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n19. The term of this Agreement shall be one (1) year beginning with the Effective Date, unless terminated earlier by either party at such party\u2019s sole discretion upon thirty (30) days written notice to the other party. The provisions herein concerning the disclosure, protection and use of Confidential Information, including Sections 3, 4, 7 and 9, shall survive the termination or expiration of this Agreement. 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(the \u201cRecipient\u201d).\n WHEREAS, CEDC has issued (i) 3.00% Convertible Notes due 2013 (the \u201cConvertible Notes\u201d) and (ii) $380 million 9.125% Senior Secured Notes due 2016 and \u20ac430 ($556.6 million) 8.875% Senior Secured Notes due 2016 (collectively, the \u201c2016 Notes\u201d and together with the Convertible Notes, the \u201cNotes\u201d).\n WHEREAS, the Recipient holds 7,517,549 shares of CEDC\u2019s outstanding common stock (the \u201cCommon Stock\u201d).\n WHEREAS the Recipient and CEDC wish to enter into discussions with respect to a potential restructuring of the Notes and Common Stock (a \u201cRestructuring\u201d).\nWHEREAS, CEDC, in such discussions, may disclose certain confidential information to the Recipient in order to initiate, facilitate, and/or progress such restructuring discussions (the \u201cPurpose\u201d).\nNOW THEREFORE, in consideration for receiving certain confidential information and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n1. Scope of Confidential Information.\n1.1 Subject to Section 1.2 below, \u201cConfidential Information\u201d means confidential, secret, proprietary or other non-public information pertaining to the business, operations, brands, marketing plans, financial matters, legal matters, products, projects, business plans or practices, research and development, product development, intellectual property, financial models, trademarks, trade secrets, accounting and financing data, and methods of production, distribution or procurement, suppliers, distributors, consultants, advisors or employees, directors or officers of CEDC or any of its Subsidiaries (defined below) (together, the \u201cCEDC Group\u201d) that is disclosed or otherwise made available, either orally or in writing, by any member of the CEDC Group to the Recipient or its affiliates, agents, or advisors (including, without limitation, financial advisors, attorneys, banks and other sources of equity and debt financing and accountants) (collectively, \u201cRepresentatives\u201d).\n1.2 Notwithstanding anything herein to the contrary, Confidential Information shall not include any information that (a) is or becomes publicly available (other than through a breach of this Agreement by the Recipient), (b) is in the possession of or known to the Recipient or its Representatives prior to such information having been furnished to Recipient hereunder, (c) is independently conceived, developed or discovered by the Recipient or on its behalf, (d) is made available to the Recipient or its Representatives by any person other than a member of the CEDC Group without any known breach of any obligation of confidentiality of such other person, or (e) is the subject of a written confirmation from CEDC or any of its Subsidiaries or any member of the CEDC Group stating that any such information is not Confidential Information. In clarification of the foregoing, a general disclosure in the public domain will not cause more specific (but related) information to be excluded as Confidential Information under one of the above exceptions.\n1.3 \u201cSubsidiary\u201d of any entity means any other entity in which such first entity owns or Controls, directly or indirectly, an amount of the voting securities, other voting interests or voting partnership interests sufficient to elect at least a majority of such other entity\u2019s board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of such other entity). For purposes of this Section 1.3, \u201cControl\u201d means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an individual, corporation, partnership, limited partnership or limited liability company, whether through the ownership of voting securities, by contract or otherwise.\n2. Use and Disclosure of Confidential Information.\n2.1 The Recipient agrees that all Confidential Information will be held and maintained by it in the strictest confidence, will be used by it solely and exclusively for the purpose of evaluating, negotiating and implementing a Restructuring, and will not, directly or indirectly, be used or disclosed by it for any other purpose whatsoever. CEDC acknowledges that Recipient is engaged in businesses similar to those conducted by CEDC and the CEDC Group or other industries in the ordinary course of Recipient\u2019s business. The Recipient will use reasonable care to maintain the confidentiality of Confidential Information, provided that such care shall be at least as great as the precautions taken by the Recipient to protect its own confidential information of similar nature.\n2.2 The Recipient agrees that it will not, without the prior written consent of CEDC, directly or indirectly, disclose all or any portion of the Confidential Information, or the substance thereof, to any third party other than its Representatives in connection with the Purpose, except, subject to Section 2.3 below, to the extent required by applicable law or legal process.\n2.3 The Recipient agrees that if the Recipient is required by any law, court or governmental order to disclose any Confidential Information, the Recipient will provide CEDC, to the extent practicable and legally permissible, with prompt written notice of such requirement so that CEDC or the applicable member of the CEDC Group may seek an appropriate protective order with respect thereto. If such an order is not obtained, only that portion of the Confidential Information shall be furnished that is legally required to be furnished, at the sole expense of CEDC or one of its Subsidiaries, and the Recipient shall exercise commercial efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information. Notwithstanding the foregoing, notice to CEDC shall not be required where disclosure is made (i) in response to a request by a regulatory or self-regulatory authority, or (ii) in connection with a routine audit or examination by a bank examiner or auditor, and such request, audit or examination does not reference CEDC or this Agreement.\n2.4 The Recipient shall ensure that each of its Representatives who are either provided with Confidential Information, or otherwise have access to such Confidential Information, are informed of its confidential nature and are directed to abide by the terms of this Agreement applicable to Representatives or appropriate duties or obligations of confidentiality imposing confidentiality obligations on such Representatives (except that there shall be no requirement to so inform where the Representative to whom the information is to be disclosed is subject to professional obligations to maintain the confidentiality of the Confidential Information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information). The Recipient agrees to be liable for any breach of this Agreement by the Recipient or its affiliates or Representatives. The Recipient shall use reasonable efforts to provide written notice to CEDC of any use or disclosure of Confidential Information in breach of this Agreement of which Recipient is aware, including without limitation written details regarding the circumstances and the identity of the individuals or entities who as a result received or may have received access to such Confidential Information.\n3. Certain Rights and Limitations.\n3.1 The parties hereto are independent of one another and this Agreement does not create any agency, partnership or similar relationship between the parties hereto. CEDC acknowledges that neither the Recipient nor any of its affiliates, nor its or their Representatives, will be deemed to have made any representation or warranty or commitment with respect to the Purpose except as may be set forth in one or more final, legally binding definitive agreements. Except as otherwise provided by CEDC, the Recipient (i) acknowledges that neither CEDC nor any of its Representatives make any representation or warranty hereunder, either express or implied, as to the truth, accuracy or completeness of any Confidential Information, provided, however, that CEDC, the CEDC Group and any of their Representatives shall use good faith efforts to ensure that all Confidential Information furnished to Recipient hereunder is true, accurate and complete to the best of their knowledge, and (ii) agrees, to the fullest extent permitted by law that in the absence of fraud or willful misconduct on their part neither CEDC nor any of its Subsidiaries or Representatives shall have any liability to the Recipient or its Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws or otherwise) as a result of the review by the Recipient or its Representatives or the use of the Confidential Information by the Recipient or its Representatives in accordance with the provisions of this Agreement.\n3.2 The Recipient agrees that, upon written request by CEDC, all Confidential Information (and all copies, summaries and notes of the contents or parts thereof) and all Company property received by the Recipient shall, as soon as reasonably practicable, be either returned to CEDC or, to the extent technically practicable, destroyed (at the Recipient\u2019s or its Representatives\u2019 option), except that Recipient and its Representatives may retain copies of Confidential Information as is required to comply with applicable law or regulation or professional standards or internal compliance requirements. The Recipient\u2019s obligations under Section 2 hereof shall survive the return of such tangible embodiments of Confidential Information until termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Recipient nor any of its Representatives shall be required to delete electronically stored Confidential Information to the extent such deletion would be technologically impracticable or inconsistent with the archival records retention policy of the Recipient or its Representatives.\n3.3 The Recipient shall not remove, obscure, overprint, deface or destroy any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information the Recipient obtains from the CEDC Group.\n3.4 CEDC understands and acknowledges that the Recipient and an affiliate of the Recipient are currently reporting persons with respect to CEDC\u2019s common stock on a Schedule 13D under the provisions of \u00a7\u00a7 240.13d-1(a) and 13d-2(a) of the United States Securities Exchange Act of 1934, among others, and that accordingly the Recipient and its affiliate will have ongoing disclosure obligations thereunder, which shall not be restricted or limited by this Agreement, including that this Agreement shall be disclosed and publicly filed as an amendment to such Schedule 13D.\n4. Remedies. The Recipient acknowledges that a breach of any of the terms of this Agreement may cause irreparable harm to CEDC for which CEDC may not be adequately compensated by money damages. Accordingly, the Recipient agrees that, in addition to all other remedies available to CEDC, including any member of the CEDC Group, in an action at law, in the event of any breach or threatened breach by the Recipient of the terms of this Agreement, CEDC shall, without the necessity of proving actual damages or posting any bond or other security, be entitled to seek temporary and permanent injunctive relief, including, but not limited to, specific performance of the terms of this Agreement. Each party's rights and obligations under this Agreement are cumulative and are in addition to and not in limitation of such party's rights and obligations under law, equity or any other written agreement.\n5. Miscellaneous.\n5.1 This Agreement shall be governed by and construed and take effect as an enforceable contract in accordance with the laws of the State of New York governing such agreements, without regard to conflicts-of-law principles thereof that would require applicability of any other law. The parties hereto agree that any dispute between them relating to this Agreement will be resolved solely in the manner set forth in clause (i) below:\n(i) Each of the parties hereto irrevocably submits to the jurisdiction of the United States District Court located in the State of New York and in the Borough of Manhattan, and all appellate courts relating thereto, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.\n5.2 Any notices or other correspondence (hereinafter collectively referred to as \u201ccorrespondence\u201d) required or permitted to be given hereunder shall be in writing and shall be sent by postage prepaid first class mail, courier or facsimile or delivered by hand to the party to whom such correspondence is required or permitted to be given hereunder, and shall be deemed sufficient upon receipt when delivered personally or by courier, overnight delivery service or confirmed facsimile, or three (3) Business Days after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party\u2019s address or facsimile number as set forth below:\n(a) All correspondence to the CEDC Group shall be addressed as follows:\nCentral European Distribution Corporation\nBobrowiecka 6\n00-728 Warsaw\nPoland\nAttention: Grant Winterton\nFacsimile: +48 22 456 60 01\nwith a copy to\nSkadden, Arps, Slate, Meagher & Flom (UK) LLP\n40 Bank St., Canary Wharf\nLondon E14 5DS UK\nAttention: Scott Simpson, Esq.\nFacsimile: +44 20 7519 7070\n(b) All correspondence to the Recipient shall be addressed as follows:\nW&L Enterprises Ltd.\nCraigmuir Chambers,\nP.O. Box 71,\nRoad Town,\nTortola,\nBritish Virgin Islands\nAttention: Mark Kaufman\nFacsimile: +7-495-232-6138\nwith copies to\nDarrois Villey Maillot Brochier A.A.R.P.I.\n69, avenue Victor Hugo\nParis 75783\nFrance\nAttention: Ben Burman, Esq.\nFacsimile: + 33 1 45 02 49 59\nand\nWachtell, Lipton Rosen & Katz\n51 West 52nd Street\nNew York, New York 10019\nAttention: Adam Emmerich, Esq.\nFacsimile: (212) 403-2234\n(c) Either party may change the address to which correspondence to it is to be addressed by written notification as provided for herein.\n5.3 This Agreement contains the complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings whether written or oral, express or implied. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns, including without limitation the heirs, executors and legal representatives of each such party. The Recipient acknowledges and agrees that all members of the CEDC Group are third party beneficiaries of this Agreement. Except where expressly indicated otherwise, the words \u201cwritten\u201d or \u201cin writing\u201d shall include, but not be limited to, written or printed documents, electronic and facsimile transmissions and computer disks or tapes (whether machine or user readable). If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, such shall not affect any other provision of this Agreement, which shall remain in full force and effect to the fullest extent permitted by applicable law. Upon such determination of invalidity or unenforceability, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. No amendment, modification or alteration of the terms of this Agreement shall be effective unless made in writing and executed by both parties hereto. A failure or delay in exercising any right in respect to this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right will not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Any such waiver shall be effective only in the specific instance and for the purpose given. This Agreement may be signed in one or more counterparts, each of which shall be deemed to be an original for all purposes.\n6. Securities Laws. The Recipient acknowledges that it is aware (and, if applicable, that its Representatives who are apprised of this matter have been advised) that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Recipient agrees that, to the extent that it has actually received Confidential Information pursuant to this Agreement that constitutes material non-public information, it will not trade any securities of CEDC or any of its Subsidiaries prior to the termination of this Agreement and that it will not use any Confidential Information in contravention of the United States securities laws.\n7. Termination.\n7.1 The provisions of this Agreement shall continue in full force and effect at all times until the earliest to occur of (i) the filing of an exchange offer, offering memorandum or disclosure statement with respect to the 2016 Notes or Convertible Notes, provided that, to the extent CEDC and the Recipient continue discussions on the terms of a Restructuring following such filing, this period shall extend until the filing of an amended exchange offer, offering memorandum or disclosure statement reflecting such discussions or (ii) 9:00 a.m. (GMT) on March 5, 2013, whereupon this Agreement shall terminate and be of no further force or effect (the \u201cTermination Date\u201d), other than with respect to the rights and obligations of CEDC and Recipient per Section 7.2 hereof.\n7.2 On the Termination Date, CEDC shall publicly file a document (the \u201cCleansing Document\u201d) containing all of the written and oral Confidential Information that constitutes material non-public information and that was provided by CEDC or its advisors to any of (a) the Recipient or its Representatives or (b) any holder of securities who is subject to a confidentiality agreement substantially similar to this Agreement (or to such holder\u2019s Representatives) that was subsequently shared with the Recipient or its Representatives; provided that such Confidential Information shall not include any information only disclosed to the Recipients' advisors and specifically designated as \u2018Non-Cleansing Information\u2019 by CEDC at the time of such disclosure (such Confidential Information other than the \u2018Non-Cleansing Information\u2019 being the \u201cDisclosure Information\u201d). As promptly as practicable, CEDC will provide the Recipient with a draft of the Cleansing Document. The Cleansing Document shall be the offering memorandum and/or disclosure statement and/or Form 8-K or any periodic report required or permitted to be filed under the Exchange Act with the Securities Exchange Commission (the \u201cSEC\u201d) or, if the SEC\u2019s EDGAR filing system is not available, in such other manner that CEDC reasonably determines results in public dissemination of such information. If CEDC does not file the Cleansing Document on the Termination Date as required in accordance with this Section 7.2, then Recipient and/or its Representatives shall be entitled to disclose the Confidential Information that was provided by CEDC or any of its Subsidiaries hereunder without liability to the extent that Recipient or its Representatives reasonably believes that the information constitutes material non-public information that is required to allow it to freely trade, through the issuance of a press release or similar form of public communication, without any liability or breach under this Agreement (such an announcement, the \u201cRecipient\u2019s Cleansing Announcement\u201d). For the avoidance of doubt, if the Cleansing Document filed by CEDC pursuant hereto is not in sufficient detail to ensure that, in the reasonable opinion of each of the Recipients or their Representatives, the Recipients and their Representatives will be cleansed of any Confidential Information hereunder such that, following the filing of the Cleansing Document by CEDC, no Recipient shall be restricted, prevented or prohibited from trading any securities under applicable insider dealing or market abuse laws or regulations in any jurisdiction or pursuant to any other applicable laws or regulations, then the Recipients may make a Recipient\u2019s Cleansing Announcement in the manner set forth above in this Section 7.2.\n[Signatures on the Following Page ]\nIN WITNESS WHEREOF, this Agreement is executed by the undersigned parties. The parties hereto further certify that the persons signing this Agreement are duly authorized to do so.\nCENTRAL EUROPEAN DISTRIBUTION W&L ENTERPRISES LTD.\nCORPORATION\nBy: /s/ Grant Winterton By: /s/ Mark Kaufman\nPrint Name: Grant Winterton Print Name: Mark Kaufman\nTitle: Chief Executive Officer Title: Director\n", - "spans": [ - [ - 0, - 17 - ], - [ - 18, - 62 - ], - [ - 63, - 308 - ], - [ - 309, - 310 - ], - [ - 310, - 335 - ], - [ - 335, - 402 - ], - [ - 402, - 606 - ], - [ - 607, - 608 - ], - [ - 608, - 710 - ], - [ - 711, - 712 - ], - [ - 712, - 866 - ], - [ - 867, - 1063 - ], - [ - 1064, - 1284 - ], - [ - 1285, - 1322 - ], - [ - 1323, - 2300 - ], - [ - 2301, - 2418 - ], - [ - 2418, - 2521 - ], - [ - 2521, - 2670 - ], - [ - 2670, - 2761 - ], - [ - 2761, - 2962 - ], - [ - 2962, - 3143 - ], - [ - 3143, - 3352 - ], - [ - 3353, - 3776 - ], - [ - 3776, - 4114 - ], - [ - 4115, - 4165 - ], - [ - 4166, - 4170 - ], - [ - 4170, - 4506 - ], - [ - 4506, - 4686 - ], - [ - 4686, - 4941 - ], - 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}, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14, - 30 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 26 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001457829/000089882213000086/exhibit-ndaexecutionversion.htm" - } - ], - "labels": { - "nda-11": { - "short_description": "No reverse engineering", - "hypothesis": "Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information." - }, - "nda-16": { - "short_description": "Return of confidential information", - "hypothesis": "Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement." - }, - "nda-15": { - "short_description": "No licensing", - "hypothesis": "Agreement shall not grant Receiving Party any right to Confidential Information." - }, - "nda-10": { - "short_description": "Confidentiality of Agreement", - "hypothesis": "Receiving Party shall not disclose the fact that Agreement was agreed or negotiated." - }, - "nda-2": { - "short_description": "None-inclusion of non-technical information", - "hypothesis": "Confidential Information shall only include technical information." - }, - "nda-1": { - "short_description": "Explicit identification", - "hypothesis": "All Confidential Information shall be expressly identified by the Disclosing Party." - }, - "nda-19": { - "short_description": "Survival of obligations", - "hypothesis": "Some obligations of Agreement may survive termination of Agreement." - }, - "nda-12": { - "short_description": "Permissible development of similar information", - "hypothesis": "Receiving Party may independently develop information similar to Confidential Information." - }, - "nda-20": { - "short_description": "Permissible post-agreement possession", - "hypothesis": "Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information." - }, - "nda-3": { - "short_description": "Inclusion of verbally conveyed information", - "hypothesis": "Confidential Information may include verbally conveyed information." - }, - "nda-18": { - "short_description": "No solicitation", - "hypothesis": "Receiving Party shall not solicit some of Disclosing Party's representatives." - }, - "nda-7": { - "short_description": "Sharing with third-parties", - "hypothesis": "Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors)." - }, - "nda-17": { - "short_description": "Permissible copy", - "hypothesis": "Receiving Party may create a copy of some Confidential Information in some circumstances." - }, - "nda-8": { - "short_description": "Notice on compelled disclosure", - "hypothesis": "Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information." - }, - "nda-13": { - "short_description": "Permissible acquirement of similar information", - "hypothesis": "Receiving Party may acquire information similar to Confidential Information from a third party." - }, - "nda-5": { - "short_description": "Sharing with employees", - "hypothesis": "Receiving Party may share some Confidential Information with some of Receiving Party's employees." - }, - "nda-4": { - "short_description": "Limited use", - "hypothesis": "Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement." - } - } -} \ No newline at end of file diff --git a/contract-nli/train.json b/contract-nli/train.json deleted file mode 100644 index 0d16f605d3e05ab983d1c983f42f9a791762652b..0000000000000000000000000000000000000000 --- a/contract-nli/train.json +++ /dev/null @@ -1,179475 +0,0 @@ -{ - "documents": [ - { - "id": 34, - "file_name": "Annex E_Non-Disclosure and Confidentiality Agreement.pdf", - "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (\u201cAgreement\u201d) is made by and between:\n(i) the Office of the United Nations High Commissioner for Refugees, having its headquarters located at 94 rue de Montbrillant, 1202 Geneva, Switzerland (hereinafter \u201cUNHCR\u201d or the \u201cDiscloser\u201d); and\n(ii) ________________________ , a company established in accordance with the laws of ________________________ and having its principal offices located at ________________________________________________ (hereinafter the \u201cBidder\u201d or the \u201cRecipient\u201d).\nThe Discloser and Recipient are also referred to collectively as the \u201cParties\u201d and individually as a \u201cParty\u201d.\nRECITALS\nWHEREAS in connection with RFP/2014/620, Request for Proposal for the provision Off-the-shelf Soft-skill, IT Online and HR specific E-learning Courses (the \u201cRFP\u201d), it is advantageous to share certain data and information with the Bidder participating in the RFP;\nWHEREAS UNHCR agrees to provide such data and information to the Bidder for the sole purpose of preparing its Proposal under said RFP;\nWHEREAS the Bidder is willing to ensure that UNHCR\u2019s data and information will be held in strict confidence and only used for the permitted purpose;\nNOW, THEREFORE, the Parties agree as follows:\n1. \u201cConfidential Information\u201d, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential.\n2. The Confidential Information that is delivered or otherwise disclosed by the Discloser to the Recipient shall be held in trust and confidence by the Recipient and shall be handled as follows:\n2.1 The Recipient shall use the same care and discretion to avoid disclosure, publication or dissemination of the Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate;\n2.2 The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed;\n2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to:\n2.3.1 Any other party with the Discloser\u2019s prior written consent; and\n2.3.2 the Recipient\u2019s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means:\n2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or,\n2.3.2.2 any entity over which the Party exercises effective managerial control; or,\n2.3.2.3 for UNHCR, a principal or subsidiary organ of the United Nations established in accordance with the Charter of the United Nations.\n2.4 The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made.\n2.5 The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder.\n2.6 The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.\n3. The Recipient acknowledges that UNHCR hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.\n4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof.\n5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or (b) promptly upon request by the UNHCR at any time.\n6. The Recipient agrees to indemnify UNHCR in respect of any expenses, losses, damages, costs, claims or liability UNHCR may suffer or incur as a result of an act or omission by the Recipient or its employees, consultants and agents in connection with the Confidential Information and the Recipient\u2019s obligations under this Agreement.\n7. Nothing in this Agreement shall be construed as obligating any Party to continue any discussions or to enter into a business relationship.\n8. This Agreement shall enter into force on the date it is signed by both Parties. Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement.\n9. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty (20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.\n10. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNHCR as its subsidiary organ.\n11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise.\n12. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.\n13. This Agreement constitutes the entire agreement concerning the subject matter hereof above and supersedes all prior representations, agreements and understandings, whether written or oral, by and between the Parties on the subject hereof.\n14. The Parties acknowledge and agree that their representatives who have signed this Agreement had full authority to do so and to fully bind the Party being represented by doing so.\nIN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Agreement to be signed on the dates set forth below:\nFor and on behalf of UNHCR: For and on behalf of the Bidder:\n________________________ ________________________\n Name: Name:\nTitle: Title:\n Date: Date:\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 132 - ], - [ - 133, - 331 - ], - [ - 332, - 417 - ], - [ - 417, - 486 - ], - [ - 486, - 535 - ], - [ - 535, - 581 - ], - [ - 582, - 691 - ], - [ - 692, - 700 - ], - [ - 701, - 963 - ], - [ - 964, - 1098 - ], - [ - 1099, - 1107 - ], - [ - 1107, - 1247 - ], - [ - 1248, - 1293 - ], - [ - 1294, - 1683 - ], - [ - 1684, - 1878 - ], - [ - 1879, - 1883 - ], - [ - 1883, - 2120 - ], - [ - 2121, - 2125 - ], - [ - 2125, - 2228 - ], - [ - 2229, - 2471 - ], - [ - 2472, - 2478 - 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] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20, - 23, - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.ungm.org/UNUser/Documents/DownloadPublicDocument?docId=287983" - }, - { - "id": 86, - "file_name": "CopAcc_NDA-and-ToP-Mentors_2.0_2017.pdf", - "text": "NON-DISCLOSURE AGREEMENT AND TERMS OF PARTICIPATION\nTable of Content\n1 Eligibility ..........................................................................................................................................2\n2 Procedure and terms of participation ...............................................................................................3\n3 Payment ..........................................................................................................................................4\n4 Definition of confidential information ..............................................................................................4\n5 Non-disclosure of confidential information / obligations of Mentor .................................................4\n6 Discontinuation of use, return of materials ......................................................................................5\n7 Notice of required disclosure ...........................................................................................................5\n8 Proprietary rights, limited right to use ..............................................................................................6\n9 Term ................................................................................................................................................6\n10 Governing law ................................................................................................................................6\n11 Jurisdiction .....................................................................................................................................6\n12 Notification of unauthorised use ....................................................................................................6\n13 Remedies .......................................................................................................................................7\n14 Miscellaneous ................................................................................................................................7\nPreamble\nThe Organiser of the Copernicus Masters and the Copernicus Accelerator 2017 is Anwendungszentrum GmbH Oberpfaffenhofen (hereinafter \u201cOrganiser\u201d). The Earth monitoring competition Copernicus Masters aims to support the development of market-oriented applications based on Earth observation data. In 2017, the Copernicus Masters is again enriched by the Copernicus Accelerator, a European Commission programme. Through this initiative, the 50 best finalists of the Copernicus Masters, selected by an international expert panel will automatically be granted access to a business coaching scheme provided by high-level professionals, that will act as mentors. To actively participate in the Copernicus Accelerator programme, Mentor commits to the following Non-Disclosure-Agreement and Terms of Participation.\n1 Eligibility\nMentor is a resident of one of the Copernicus participating countries1 or is employed with a legal identity registered in the territory of one of the Copernicus participating countries, willing to support and help develop the Ideas of the finalists of the Copernicus Masters 2017 (hereinafter \u201cParticipants\u201d). Professionals who pursue becoming mentors need to apply via the dedicated platform, inserting all required details, which can be edited anytime by Mentor. Their request needs to be validated by the Organiser and the European Commission, who can refuse participation in case of non-eligibility or conflict of interest. After verification of all details entered, the Organiser will notify the Mentor about the outcome of his/her submission.\nEven after validation, the Organiser cannot guarantee that there will be an actual match between Mentor and Participants. Mentor confirms that Mentor has not been involved in the development of any of the Ideas to be coached at any stage and that Mentor has no personal or commercial connection to any Participant of the Copernicus Accelerator that would influence an objective development of Ideas.\n1 The Copernicus Participating countries include all the EU Member States, in addition to Norway and Iceland.\n2 Procedure and Terms of Participation\nThe Copernicus Accelerator programme is comprised of different phases, for a total coaching support of approximately one year, aimed at helping Participants\u00b4 Ideas achieving measurable results. When submitting the request to become Mentor, Mentor needs to specify in which fields he/she can support Participants, in order to allow a suitable matchmaking with the requests and needs communicated by Participants.\nWhen a Mentor is requested by a Participant of the programme, he/she can access the Participant's profile and examine the submitted idea, in order to decide whether to confirm the request or not. Mentors can only advise up to two participants.\nMentors will meet the Participants at the Accelerator Bootcamp, that will take place in line with the Awards Ceremony of the Copernicus Masters, the European Satellite Navigation Competition (ESNC), and the accompanying Satellite Masters Conference from 6 - 8 November 2017 in Tallinn, Estonia. Mentor\u00b4s participation to this event is mandatory, as it will set forth the official start of their relationship: Mentor and Participants will begin developing a coaching plan together, that will include objectives and KPIs of their affiliation.\nMonthly virtual interactions need to be planned by Mentor, to ensure a continuous acceleration of the Participants Ideas\u00b4 towards business maturity. A mid-term review and survey will be required by April 2018, to evaluate progress made and ensure that the recommendations of the coaching plan are currently implemented by Participants. In case of a non-positive matching or non-compliance to his/her assigned duties (having monthly interactions with the mentees, keeping contacts with the Copernicus Accelerator team, promptly informing the organizers about any relevant issue connected to the coaching relationship), Mentor may be replaced by a more suitable candidate for the Participants\u00b4 needs.\nMentor will actively support Participants until July 2018, and will then submit a final report together, detailing the outcome of the coaching experience. The Organiser will continuously monitor all relationships, in order to assist both parties and guarantee a positive outcome of the programme. Mentor needs to deliver all requested reports and schedule all requested meetings. The Organiser will provide Mentor with templates for the documents to be produced. Mentors and Participants will meet again at the closing bootcamp, held in October/November 2018, that will official seal the closing of their mentoring relationship.\nAt the end of the coaching service, Mentor will fill in a questionnaire on the coaching service and the overall experience and will also be subject to a specific questionnaire compiled by Participants.\n3 Payment\nThe Organiser will reimburse Mentor the travel arrangements and accommodation for the Acceleration Bootcamp in Tallinn in 2017 (a maximum of EUR 800) and the closing bootcamp in 2018 (a maximum of EUR 700). The coaching service provided by Mentor is worth a maximum fee of EUR 5,000 (VAT excluded) per Participant coached, that will be remunerated to Mentor at the end of the programme, after the submission and approval of the final summary report of the coaching relationships. Payment shall be made within 30 days from the receipt of invoice, and following the invoice verification by Organiser. No deductions will be made from the gross fees paid to mentor who shall be solely responsible for ensuring that all and any Government taxes and other deductions are paid by him/her.\n4 Definition of Confidential Information\n\u201cConfidential Information\u201d means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions. Confidential Information does not include:\n> information already known or independently developed by Mentor prior to the disclosure of any Idea;\n> information already in the public domain through no wrongful act of Mentor; or\n> information received from a third party who was free to disclose such information.\nIn case of doubt any information is deemed to be Confidential Information unless Mentor proves that such information is not confidential.\n5 Non-Disclosure of Confidential Information / Obligations of Mentor\nMentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants\u00b4 Ideas.\nMentor shall not disclose any Confidential Information to any third party or to Mentor\u2019s employees and/or employer without the prior written consent of the Participants. Mentor shall require his/her employees who will have access to Confidential Information to commit to a non-disclosure agreement that protects the Confidential Information to at least the same degree as this Agreement. Mentor shall take all reasonable measures to protect the secrecy of, and avoid any unauthorised disclosure or use of Confidential Information. Such measures shall include the highest degree of care that Mentor utilises to protect Mentor\u2019s own confidential information of a similar nature, but no less than reasonable care.\nNotwithstanding Mentor\u2019s right to assess and rate the Ideas of the Participants, Mentor shall not use the Confidential information for his/her own or third parties purposes and shall not file for any intellectual property right protection for the Confidential Information or parts of it.\nMentor shall notify Organiser immediately in writing of any misuse or misappropriation of any Confidential Information that may come to Mentor\u2019s attention. Mentor agrees to segregate all Confidential Information relating to this agreement from Confidential Information of others to avoid commingling.\n6 Discontinuation of Use, Return of Materials\nAt Organiser\u2019s first request, Mentor shall:\n(a) discontinue all use of Confidential Information;\n(b) return to Organiser and/or Participants all materials furnished by Organiser and/or Participants that contain Confidential Information;\n(c) destroy any copy and all materials produced by and under control of Organiser and/or Participants that contain Confidential Information;\n(d) erase and/or destroy any Confidential Information contained in computer memory or data storage apparatus of, under control of or used by Mentor;\n(e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and\n(f) warrant in writing to Organiser, within ten (10) days after Organiser\u2019s request, that Mentor has taken all actions set out under (a) through (e) in this Clause 4.\n7 Notice of Required Disclosure\nIf Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order. Notwithstanding the foregoing, Mentor shall disclose Confidential Information only to the minimum extent required to comply with such order.\n8 Proprietary Rights, Limited Right to Use\nAny and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017.\n9 Term\nThis Agreement shall be effective as of 2 May 2017 and may not be terminated except for important cause. Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor. This agreement may not be changed or modified, except by an agreement in writing, signed by both parties.\n10 Governing Law\nThis Agreement and the rights and obligations of the parties hereunder shall be governed by the material laws of the Federal Republic of Germany.\n11 Jurisdiction\nThe place of jurisdiction for any and all legal disputes arising out of or in connection with this Agreement is Munich (Landgericht M\u00fcnchen I). Imperative places of jurisdiction under German Law shall remain unaffected by the foregoing.\n12 Notification of Unauthorised Use\nMentor shall notify Organiser immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by Mentor, and will cooperate with\nOrganiser in every reasonable way to help Organiser regain possession of the Confidential Information and prevent its further unauthorised use or publication.\n13 Remedies\nMentor acknowledges that his/her obligations under this Agreement are necessary and reasonable in order to protect the Ideas and the Confidential Information. Each party further acknowledges that any breach by Mentor of Mentor\u2019s covenants and agreements set forth in this Agreement or threatened violation of such may cause irreparable injury to Organiser and to Participants.\n14 Miscellaneous\nThis Agreement shall be binding upon Organiser and Mentor, and their successors and assigns. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement may not be changed or modified, except by an agreement in writing, signed by both\nof the parties.\nThe failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement.\nMentor is aware that an unauthorised disclosure of the Ideas and of the assessment and development of the Ideas and of any Confidential Information may lead to serious damage to Participants and the Organiser of the Copernicus Accelerator 2017. This Agreement shall be for the benefit of the Participants.\nThe Organiser and the European Commission will use the Mentor\u00b4s contact information to inform him/her of all matters related to the Copernicus Accelerator 2017 and of any other issues the Organiser and the European Commission deem relevant and appropriate. 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Each Participating Entity is participating in a voluntary effort to assist the Electricity Subsector Coordinating Council (ESCC) in developing and implementing one or more industry initiatives to provide cyber emergency assistance to entities in the electric sector (collectively, the \u201cCyber Mutual Assistance Program\u201d).\nB. In connection with the Cyber Mutual Assistance Program, each Participating Entity may voluntarily choose to request from or provide to another Participating Entity emergency cyber mutual assistance in response to a cyber emergency;\nC. The development and implementation of any Cyber Mutual Assistance Program, including any request or provision of cyber mutual assistance between Participating Entities, may necessitate the exchange of certain confidential or proprietary information.\nNOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the Participating Entities agree as follows:\n1. Purpose, Scope, and Definitions. The purpose of this Agreement is to permit each Participating Entity to exchange Confidential Information (as defined below) as needed to pursue the development and implementation of a Cyber Mutual Assistance Program, including any request for or provision of cyber mutual assistance between Participating Entities in response to a cyber emergency or in connection with any Cyber Mutual Assistance Program.\n\u201cConfidential Information\u201d under this Agreement consists of:\n(i) all information disclosed by any Participating Entity, or any of its employees, directors, officers, affiliates, partners, agents, advisors or other representatives (\u201cRepresentatives\u201d) pursuant to that Participating Entity\u2019s participation in or contribution to the development or implementation of a Cyber Mutual Assistance Program, including any Participating Entity\u2019s request for or provision of cyber mutual assistance, whether disclosed prior to or following the execution of this Agreement;\n(ii) any information or documentation produced by a Participating Entity, or any of its Representatives, under any Cyber Mutual Assistance Program or related to a specific request for or response to cyber mutual assistance, including any analysis of such information, and whether produced prior to or following the execution of this Agreement;\n(iii) any aggregation, consolidation, or listing of information or documentation disclosed by one or more Participating Entities, or any of their respective Representatives, pursuant to the development or implementation of a Cyber Mutual Assistance Program including any Participating Entity\u2019s request for or provision of cyber mutual assistance; and\n(iv) all observations of equipment (including computer screens) and oral disclosures related to the development of any Cyber Mutual Assistance Program or a specific request for or response to cyber mutual assistance, including the systems, operations, and activities of each Participating Entity, whether such observations or oral disclosures were made prior to or following the execution of this Agreement.\n2. Non-Disclosure and Use of Confidential Information. Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a Cyber Mutual Assistance Program, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified in Section 1. Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity\u2019s cyber systems at risk. Any other use shall be only with the prior written consent of the Participating Entity or Participating Entities that provided the Confidential Information sought to be used.\n3. Exemptions to Non-Disclosure. Notwithstanding Sections 1 and 2, a Participating Entity shall not have breached any obligation under this Agreement if the Confidential Information is disclosed to a third party when the Confidential Information:\n(a) was in the public domain at the time of such disclosure or is subsequently made available to the public by the Participating Entity who provided the Confidential Information, or otherwise consistent with the terms of this Agreement; or\n(b) had been received or independently developed by such Participating Entity at or prior to the time of disclosure through a process other than the development or implementation of the Cyber Mutual Assistance Program; or\n(c) is subsequently disclosed to the Participating Entity by a third party without restriction on use and without breach of any agreement or legal duty; or\n(d) subject to the provisions of Section 4, is used or disclosed pursuant to statutory duty, such as a public records act request, or an order, subpoena, discovery request, or other lawful process issued by a court or other governmental authority of competent jurisdiction or in a judicial proceeding; or\n(e) is disclosed by unanimous agreement of each of the Participating Entity or Participating Entities whose information is subject to such disclosure; or\n(f) after the time of its disclosure hereunder, becomes subsequently available to such Participating Entity on a non-confidential basis from a source not known by such Participating Entity to be bound by a confidentiality agreement or secrecy obligation in respect thereof.\n4. Notice of Pending Third-Party Disclosure or Unauthorized Disclosure.\n(a) In the event that any governmental authority issues an order, subpoena, or other lawful process or a Participating Entity receives a discovery request in a civil proceeding (\"Legal Process\") requiring the disclosure of any Confidential Information, the Participating Entity receiving such Legal Process shall notify in writing the other Participating Entities within five (5) business days of receipt. The Participating Entity receiving such Legal Process shall not be in violation of this Agreement if it complies with the Legal Process requiring disclosure of the Confidential Information after seven (7) business days following Participating Entity notification, as set forth above.\n(b) A Participating Entity shall not disclose any Confidential Information in response to a request under the federal Freedom of Information Act, 5 U.S.C. \u00a7 552, as amended, or an equivalent state or local open records law, except as required by law as determined in the written opinion of such Participating Entity\u2019s legal counsel. Upon receipt of a Freedom of Information Act or public records disclosure request, such Participating Entity shall: (i) notify each Participating Entity or Participating Entities whose information is subject to such disclosure request immediately upon receipt of a request for public records that include all or part of the Confidential Information; and (ii) if, in the written opinion of the legal counsel for the Participating Entity receiving the information request, the Confidential Information is not legally required to be disclosed, treat the requested Confidential Information as exempt from disclosure to the extent permitted by applicable law. The Participating Entity receiving the information request shall cooperate with the Participating Entity or Participating Entities whose information is subject to such disclosure request in challenging the request or seeking another appropriate remedy, as necessary. If such challenge to the request is not successful and another remedy is not obtained, only that portion of the Confidential Information that is legally required to be disclosed, as determined in the written opinion of the Participating Entity\u2019s legal counsel, shall be disclosed.\n(c) Unauthorized Disclosure: If a Participating Entity becomes aware that Confidential Information has been or likely has been disclosed to a third party in violation of this Agreement, the Participating Entity will immediately notify the Participating Entity in writing that provided the disclosed Confidential Information, provide a description of the information disclosed, and provide reasonable assistance to the Participating Entity that provided the disclosed Confidential Information to recover the Confidential Information and prevent further unauthorized disclosure.\n5. Term. This Agreement shall remain in effect as to each Participating Entity unless and until a Participating Entity seeking to withdraw from the agreement provides ten (10) days\u2019 prior written notice to the other Participating Entities, then this Agreement shall terminate with respect to such Participating Entity at the conclusion of such ten (10) day period; provided, however, that termination shall not extinguish any claim, liability, or cause of action under this Agreement existing at the time of termination. The provisions of Sections 1, 2, 3, 4, 5 and 6 shall survive the termination of this Agreement for a period of ten (10) years.\n6. Return or Destruction of Confidential Information. Upon termination of this Agreement, all Confidential Information in the possession or control of a Participating Entity and its Representatives that received such information shall be returned to the Participating Entity that disclosed the information, including all copies of such information in any form whatsoever, unless otherwise instructed in writing by the Participating Entity that disclosed the information. Notwithstanding the foregoing, if the Confidential Information is retained in the computer backup system of a Participating Entity, the Confidential Information will be destroyed in accordance with the regular ongoing records retention process of the Participating Entity. In lieu of return, a Participating Entity may certify to the other Participating Entities in writing that all such Confidential Information, in any form whatsoever, has been destroyed. Notwithstanding anything in this paragraph 6 to the contrary, a Participating Entity may retain a record copy of any Confidential Information if required to do so by applicable law. In such an instance, such Participating Entity shall identify in writing the specific Confidential Information retained, and shall provide the affected Participating Entity or Participating Entities with a written commitment to return or destroy the retained Confidential Information upon the expiration of the retention period required by law. The obligation under this Agreement to maintain the confidentiality of all Confidential Information shall continue to apply to such retained Confidential Information for so long as the Participating Entity possesses such Confidential Information.\n7. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing, unless otherwise agreed by the Participating Entities, and shall be delivered in person or sent by certified mail, postage prepaid, by overnight delivery, or by electronic mail or electronic facsimile transmission with an original sent immediately thereafter by postage prepaid mail, and properly addressed with respect to a particular Participating Entity, to such Participating Entity\u2019s representative as set forth on such Participating Entity\u2019s signature page to this Agreement. A Participating Entity may from time to time change its representative or address for the purpose of notices to that Participating Entity by a similar notice specifying a new representative or address, but no such change shall be deemed to have been given until such notice is actually received by the Participating Entity being so notified.\n8. Complete Agreement; No Other Rights. This Agreement contains the complete and exclusive agreement of the Participating Entities with respect to the subject matter thereof. No change to this Agreement shall be effective unless agreed to in writing by all of the then existing Participating Entities. This Agreement is not intended to create any right in or obligation of any Participating Entity or third party other than those expressly stated herein.\n9. No Warranties or Representations. Any Confidential Information disclosed under this Agreement carries no warranty or representation of any kind, either express or implied. A Participating Entity receiving such Confidential Information shall not be entitled to rely on the accuracy, completeness, or quality of the Confidential Information, even for the purpose stated in Section 1.\n10. Injunctive Relief. Each Participating Entity agrees that, in addition to whatever other remedies may be available to the other Participating Entities under applicable law, the other Participating Entities shall be entitled to seek injunctive relief with respect to any actual or threatened violation of this Agreement by a Participating Entity or any third party receiving Confidential Information.\n11. Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflicts of law provision or rule that would cause the application of laws of any other jurisdiction.\n12. Assignment. This Agreement shall be binding upon the Participating Entities, their successors, and assigns. No Participating Entity may assign this Agreement without the prior written consent of the other Participating Entities.\n13. Construction of Agreement. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Participating Entity, but shall be construed in the manner that most accurately reflects the Participating Entities\u2019 intent as of the date they executed this Agreement.\n14. Signature Authority. Each person signing below warrants that he or she has been duly authorized by the Participating Entity for whom he or she signs to execute this Agreement on behalf of that Participating Entity.\n15. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same Agreement.\nIN WITNESS WHEREOF, the Participating Entities have executed this Agreement as of the date set forth above.\nDated: __________________________ Participating Entity:\nBy: ___________________________\nName:\nTitle:\n", - "spans": [ - [ - 0, - 54 - ], - [ - 55, - 99 - ], - [ - 100, - 400 - ], - [ - 401, - 423 - ], - [ - 423, - 724 - ], - [ - 725, - 959 - ], - [ - 960, - 1212 - ], - [ - 1213, - 1333 - ], - [ - 1334, - 1370 - ], - [ - 1370, - 1776 - ], - [ - 1777, - 1837 - ], - [ - 1838, - 2337 - ], - [ - 2338, - 2681 - ], - [ - 2682, - 3032 - ], - [ - 3033, - 3440 - ], - [ - 3441, - 3496 - ], - [ - 3496, - 3515 - ], - [ - 3515, - 3529 - ], - [ - 3529, - 3607 - ], - [ - 3607, - 3754 - ], - [ - 3754, - 3996 - ], - [ - 3996, - 4015 - ], - [ - 4015, - 4127 - ], - [ - 4127, - 4402 - ], - [ - 4402, - 4576 - ], - [ - 4577, - 4610 - ], - [ - 4610, - 4823 - ], - [ - 4824, - 5063 - ], - [ - 5064, - 5285 - ], - [ - 5286, - 5441 - ], - [ - 5442, - 5746 - ], - [ - 5747, - 5900 - ], - [ - 5901, - 6174 - ], - [ - 6175, - 6246 - ], - [ - 6247, - 6653 - ], - [ - 6653, - 6936 - ], - [ - 6937, - 7270 - ], - [ - 7270, - 7386 - ], - [ - 7386, - 7624 - ], - [ - 7624, - 7925 - ], - [ - 7925, - 8192 - ], - [ - 8192, - 8472 - ], - [ - 8473, - 8502 - ], - [ - 8502, - 9049 - ], - [ - 9050, - 9059 - ], - [ - 9059, - 9571 - ], - [ - 9571, - 9697 - ], - [ - 9698, - 9752 - ], - [ - 9752, - 10169 - ], - [ - 10169, - 10442 - ], - [ - 10442, - 10627 - ], - [ - 10627, - 10809 - ], - [ - 10809, - 11154 - ], - [ - 11154, - 11400 - ], - [ - 11401, - 11413 - ], - [ - 11413, - 12016 - ], - [ - 12016, - 12357 - ], - [ - 12358, - 12398 - ], - [ - 12398, - 12533 - ], - [ - 12533, - 12660 - ], - [ - 12660, - 12812 - ], - [ - 12813, - 12850 - ], - [ - 12850, - 12988 - ], - [ - 12988, - 13197 - ], - [ - 13198, - 13221 - ], - [ - 13221, - 13240 - ], - [ - 13240, - 13600 - ], - [ - 13601, - 13630 - ], - [ - 13630, - 13874 - ], - [ - 13875, - 13891 - ], - [ - 13891, - 13987 - ], - [ - 13987, - 14107 - ], - [ - 14108, - 14139 - ], - [ - 14139, - 14411 - ], - [ - 14412, - 14437 - ], - [ - 14437, - 14630 - ], - [ - 14631, - 14649 - ], - [ - 14649, - 14757 - ], - [ - 14758, - 14865 - ], - [ - 14866, - 14873 - ], - [ - 14873, - 14900 - ], - [ - 14900, - 14921 - ], - [ - 14922, - 14926 - ], - [ - 14926, - 14953 - ], - [ - 14954, - 14959 - ], - [ - 14960, - 14966 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 48 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 60 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 14 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 16, - 17, - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 34, - 37, - 38 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 26, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 20, - 21, - 22, - 24 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.electricitysubsector.org/-/media/Files/ESCC/Documents/CMA/Cyber-Mutual-Assistance-NDA.ashx?la=en&hash=E1B1FB222570EC29D102F11D7B26BA49EAB19789" - }, - { - "id": 88, - "file_name": "DBT%20Mutual%20NDA.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made on ___ day of ___ 20__, (\u201ceffective date\u201d) by and between _____________________, a _____________ Corporation, (\u201cXXXXX\u201d) and Data Boiler Technologies, LLC., a Massachusetts corporation (\u201cDBT\u201d).\nWHEREAS, DBT and XXX (the \u201cParties\u201d) desire to engage in business related discussions and negotiations regarding a potential business relationship (\u201cTransaction\u201d).\nWHEREAS, the Parties may provide to each other certain confidential and proprietary information in connection with the Transaction and each desires that any such information provided shall be kept confidential by the other party; and\nWHEREAS, in consideration of the disclosure of such information, each party is willing to keep the other party\u2019s information confidential in accordance with the terms and conditions set forth in this Agreement;\nNOW, THEREFORE, DBT and XXX hereby agree as follows:\n1. Confidential Information \u201cConfidential Information\u201d means nonpublic information that disclosing party (\u201cDisclosing Party\u201d) designates as being confidential or which, under the circumstances surrounding disclosure the receiving party (\u201cReceiving Party\u201d) should know is treated as confidential by the Disclosing Party. Confidential Information includes, without limitation, non-public information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party\u2019s business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party, its related entities and/or agents is covered by this Agreement. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party\u2019s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party\u2019s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party without access to the Disclosing Party\u2019s information, or (v) the Confidential Information is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the other party is provided notice of such requirement prior to any such disclosure.\n2. Obligations Each party agrees that it shall not make use of, disseminate, or in any way disclose any Confidential Information of the Disclosing Party to any person, firm, or business, except to the extent necessary for the Transaction. The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media, unless agreed between the parties in writing. Both parties acknowledge that the Receiving Party shall protect the secrecy of all Confidential Information, that said Confidential Information is of critical importance to the Disclosing Party, that any violation of this Agreement would seriously and irreparably impair and damage the Disclosing Party's business, and that the Recipient shall keep all Confidential Information in a fiduciary capacity for the sole benefit of the Disclosing Party. The Receiving Party agrees that it shall treat all Confidential Information of the Disclosing Party with the same degree of care as it accords to its own Confidential Information, and the Receiving Party represents that it exercises reasonable care to protect its own Confidential Information. The Receiving Party agrees disclose Confidential Information only to those employees who need to know such information and certifies that such employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. The Receiving Party will immediately and unconditionally give written notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information.\nMUTUAL NON-DISCLOSURE AGREEMENT\n3. Return of Information Upon the request of the Disclosing Party, Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information at Disclosing Party\u2019s request, or at Disclosing Party\u2019s option, certify destruction of the same.\n4. Injunctive Relief Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) as may be deemed proper by a court.\n5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.\n6. No Commitment. The parties expressly agree that the provision of Information hereunder and discussions held in connection with the Transaction shall not prevent either party from pursuing similar discussions with third parties or obligate either party to continue discussions with the other or to take, continue or forego any action relating to the Transaction. Any estimates or forecasts provided by either party to the other shall not constitute commitments.\n7. Miscellaneous\nI. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\nII. This Agreement shall be construed and controlled by the laws of the State of Massachusetts and both parties further consent to jurisdiction by the state and federal courts sitting in Boston, Massachusetts.\nIII. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other party's prior approval.\nData Boiler Technologies, LLC. XXXXX\nSigned: _________________________ Signed: _________________________\nName: _________________________ Name: _________________________\nTitle: __________________________ Title: __________________________\nDate: __________________________ Date: __________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 142 - ], - [ - 142, - 276 - ], - [ - 277, - 440 - ], - [ - 441, - 674 - ], - [ - 675, - 885 - ], - [ - 886, - 938 - ], - [ - 939, - 1259 - ], - [ - 1259, - 1766 - ], - [ - 1766, - 1910 - ], - [ - 1910, - 1975 - ], - [ - 1975, - 2102 - ], - [ - 2102, - 2218 - ], - [ - 2218, - 2385 - ], - [ - 2385, - 2493 - ], - [ - 2493, - 2707 - ], - [ - 2708, - 2723 - ], - [ - 2723, - 2947 - ], - [ - 2947, - 3162 - ], - [ - 3162, - 3610 - ], - [ - 3610, - 3904 - ], - [ - 3904, - 4255 - ], - [ - 4255, - 4427 - ], - [ - 4427, - 4570 - ], - [ - 4571, - 4602 - ], - [ - 4603, - 4628 - ], - [ - 4628, - 4874 - ], - [ - 4875, - 5282 - ], - [ - 5283, - 5387 - ], - [ - 5387, - 5540 - ], - [ - 5541, - 5559 - ], - [ - 5559, - 5906 - ], - [ - 5906, - 6004 - ], - [ - 6005, - 6021 - ], - [ - 6022, - 6136 - ], - [ - 6136, - 6266 - ], - [ - 6266, - 6519 - ], - [ - 6519, - 6661 - ], - [ - 6662, - 6871 - ], - [ - 6872, - 7040 - ], - [ - 7040, - 7199 - ], - [ - 7200, - 7231 - ], - [ - 7231, - 7236 - ], - [ - 7237, - 7245 - ], - [ - 7245, - 7271 - ], - [ - 7271, - 7279 - ], - [ - 7279, - 7304 - ], - [ - 7305, - 7311 - ], - [ - 7311, - 7337 - ], - [ - 7337, - 7343 - ], - [ - 7343, - 7368 - ], - [ - 7369, - 7376 - ], - [ - 7376, - 7403 - ], - [ - 7403, - 7410 - ], - [ - 7410, - 7436 - ], - [ - 7437, - 7443 - ], - [ - 7443, - 7470 - ], - [ - 7470, - 7476 - ], - [ - 7476, - 7502 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28, - 29 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 14 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 10, - 15 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 13, - 31 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.databoiler.com/index_htm_files/DBT%20Mutual%20NDA.pdf" - }, - { - "id": 89, - "file_name": "Data Use Agreement New York City.pdf", - "text": "Data Use And Non-Disclosure Agreement\nBetween\nThe New York City Department of Health and Mental Hygiene\nAnd\n___________________________________ (\u201cData Recipient\u201d)\nThis DATA USE AND NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) made as of the _______ day of _______, 2014 (\u201cEffective Date\u201d) by and between the City of New York through its Department of Health and Mental Hygiene (\u201cDOHMH\u201d), Division of _____________________, having its primary offices at Gotham Center, 42-09 28th Street, Queens, NY 11101-4132, and _______________________ (\u201cData Recipient\u201d), having its primary offices at ____________________________ (each a \u201cParty\u201d and, collectively, the \u201cParties\u201d).\nWHEREAS, pursuant to [LEGAL/PROGRAM TO ENTER BASED ON APPLICATION] the DOHMH is authorized to share Data, as defined herein, with the Data Recipient;\nWHEREAS, the Data Recipient desires to use the Data for public educational or research purposes that have been approved by the DOHMH; and\nWHEREAS, [ADDITIONAL WHEREAS CLAUSES MAY BE ENTERED AS APPLICABLE] [OPTIONAL],\nNOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other valuable and good consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following:\nI. TERM AND TERMINATION\nA. Term. This Agreement shall commence as of the Effective Date and shall terminate on ____________________.\nB. Termination for Cause. Breach of a material provision of this Agreement by the Data Recipient, or the Authorized Users, shall be grounds for termination of this Agreement by DOHMH. Upon becoming aware of such a material breach, DOHMH may do one or more of the following:\n1. Provide an opportunity for Data Recipient to cure the violation within 30 days, and terminate the Agreement if Data Recipient does not cure or end the violation within the time specified by DOHMH;\n2. Demand assurances from the Data Recipient that remedial actions will be taken to remedy the circumstances that gave rise to the violation within a time frame set by, or approved by, DOHMH;\n3. Immediately terminate the Agreement; and/or\n4. Determine that no further Data, or other data, will be released to, nor agreements entered into with, Data Recipient for a period of time to be determined by DOHMH.\nC. Termination by DOHMH without Cause. DOHMH may terminate this Agreement at any time by providing 15 days written notice to Data Recipient.\nD. Effect of Termination.\n1. The Data Recipient will not be entitled to any damages for reason of the termination of this Agreement.\n2. Upon the termination of this Agreement for any reason, the confidentiality provisions set forth herein shall continue to apply to the Data shared with Data Recipient pursuant to this Agreement. Except as provided in paragraph (3) of this subsection, upon termination of this Agreement, for any reason, Data Recipient shall return or destroy the Data provided by DOHMH that Data Recipient maintains in any form, and all copies of the Data in all its forms. Data Recipient will confirm in writing to DOHMH Data Recipient\u2019s destruction or return of Data, and all copies, within 60 days of the termination of this Agreement.\n3. In the event that Data Recipient determines that returning or destroying all of the Data, and all copies of the Data, is infeasible, Data Recipient shall provide to DOHMH notification of the conditions that make return or destruction infeasible. Upon receipt by DOHMH of such notification that return or destruction of the Data is infeasible, Data Recipient shall extend the protections of this Agreement to such Data and limit further uses and disclosures of such Data to those purposes that make the return or destruction infeasible, for so long as Data Recipient maintains such Data.\nII. PURPOSE OF AGREEMENT\nA. This Agreement sets forth the terms and conditions under which the formal access to certain data, as described in Section III of this Agreement and Attachment A hereto, is to be provided to the Data Recipient by DOHMH. This Agreement also describes, in its Attachment B, what use the Data Recipient may make of the Data. Furthermore, this Agreement also sets forth the security requirements that such access and use is conditioned upon, what responsibilities the Data Recipient agrees to assume in connection with such use and disposition of the Data, and all permutations of the Data, and the procedures for security, transfer, use, retention, ownership, and confidentiality of the Data.\nB. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this agreement.\nIII. THE DATA\nA. Definition of Data. Data shall mean the data produced by DOHMH to Data Recipient pursuant to this Agreement and will include, without limitation, the specific description and data elements set forth in Attachment A to this Agreement.\nB. Data Transmission. Upon the execution of this Agreement by the Parties, DOHMH shall securely transmit Data to the Data Recipient. [PROGRAM TO NEGOTIATE TERMS AND CONDITIONS OF DATA TRANSMISSION, INCLUDING A SCHEDULE FOR DATA TRANSMISSION AS APPLICABLE].\nC. Data Ownership. The Data Recipient hereby acknowledges that the DOHMH is the exclusive owner of the Data and all trade secrets and other rights therein. No license or conveyance of any such rights is granted or implied under this Agreement. Data Recipient shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from Data, other than for the purpose stated in Attachment B for which the Data was provided under this Agreement. DOHMH may at any time request that the Data be promptly returned. Upon written request by DOHMH, Data Recipient shall promptly return to DOHMH Data, notes, and other tangible materials representing the Data and all copies and reproduction thereof (in whole or in part) and shall delete or otherwise destroy any copies or reproductions of such Data that may reside in Data Recipient\u2019s possession, including but not limited to, on Data Recipient\u2019s server, computer systems, or files.\nIV. PERMITTED USES OF THE DATA\nA. Data Recipient agrees to use the Data solely for the purposes set forth in Attachment B to this Agreement, and for no other purposes.\nB. Institutional Review Board (IRB) Review [IF APPLICABLE].This project has been reviewed by the DOHMH IRB [and/or the _________ IRB] as human subjects research [OR \u201cPublic Health: Non-Research\u201d and is not under the purview of the IRB.]\nV. CONFIDENTIALITY AND SECURITY OF DATA\nA. Compliance with Applicable Privacy and Security Laws, Rules, and Regulations. The Data provided under this Agreement shall be used and maintained in accordance with applicable provisions of federal, state, and local laws, rules and regulations as are in effect at the time the Data is produced by DOHMH and retained by Data Recipient.\nB. Restrict Access to \u201cAuthorized Users\u201d.\n1. Only the Data Recipient\u2019s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as \u201cAuthorized Users\u201d in Attachment C to this Agreement, will be given access to the Data.\n2. Such Authorized Users will be trained by Data Recipient as to the confidential nature of the Data, and its proper handling, and shall sign an agreement, in a form approved by DOHMH, to treat the Data as confidential and meet any appropriate security requirements (\u201cAuthorized User Agreement\u201d).\n3. Data Recipient will provide DOHMH with a copy of each Authorized User Agreement that it has secured prior to the exchange of Data and prior to granting any user access to the Data.\n4. Data Recipient will notify DOHMH of any changes to Attachment C within 5 days of any changes to the Authorized User list. In addition, Data Recipient will provide DOHMH with any newly entered Authorized User Agreement with an employee and/or consultant within 5 days of entering such an agreement pursuant to the terms of this Agreement.\n5. Data Recipient shall immediately notify DOHMH if any Authorized User has failed to comply with the terms of this Agreement and has compromised the privacy and security of the Data. Such conduct will result in the immediate removal of the user from the list of Authorized Users and the immediate termination of Data access to that specific user.\nC. Security and Confidentiality. When Data Recipient receives Data from the DOHMH in accordance with this Agreement, or creates and uses files derived from Data, Data Recipient shall maintain the security and confidentiality of Data as required by this Agreement and applicable laws, rules and regulations. Except as otherwise provided in this Agreement, Data Recipient shall not, at any time, directly or indirectly disclose, share, give, loan, sell, or otherwise grant access to the Data provided pursuant to this Agreement, in part or in whole, to any other person or organization. Without limiting this provision, the following confidentiality and security measures shall apply:\n1. Disclosure of Individually Identifiable Information. Data Recipient shall not disclose Data, or any information it receives pursuant to this Agreement that is individually identifiable information, or information, which combined with publicly available information, may reasonably be used to identify an individual. Individually Identifying Information must be maintained in a manner approved by DOHMH, and consistent with applicable laws rules and regulations.\n2. Reporting Unauthorized or Inadvertent Use or Disclosure. Data Recipient agrees to report to DOHMH in writing any unauthorized or inadvertent use or disclosure of the Data by Data Recipient, its employees and/or consultants in violation of this Agreement, including, but not limited to, the theft or loss of portable devices or equipment containing Data or copies of Data, and any remedial action to be taken by Data Recipient with respect to such unauthorized or inadvertent use or disclosure. Data Recipient shall make such report to the designated privacy officer of DOHMH (per the Notice specifications of Section IX of this Agreement), in writing, within 3 business days after Data Recipient becomes aware of the unauthorized or inadvertent use or disclosure. Data Recipient agrees to fully cooperate with any investigation conducted by DOHMH or its agents of any such unauthorized or inadvertent use or disclosure.\n3. Accounting for Unauthorized or Inadvertent Use or Disclosure. In the event that an unauthorized or inadvertent use or disclosure of Data provided by DOHMH is made to a third party, Data Recipient shall ensure that a proper record of such unauthorized or inadvertent use or disclosure is kept and immediately provided to DOHMH. Data Recipient shall also assist in any subsequent investigation of the unauthorized or inadvertent use or disclosure and mitigate any possible resulting damages of same. The record required under this provision, shall include, at a minimum:\na. The date of the disclosure;\nb. The name of the recipient;\nc. The address of the recipient, if known;\nd. A brief description of the information disclosed;\ne. Any remedial measures taken to retrieve or otherwise repossess such information; and\nf. All other details required or necessary for DOHMH to know when and how such unauthorized disclosure was made and what mitigating steps are being undertaken or recommended by the Data Recipient.\nD. Safeguards to Protect the Data. Data Recipient shall take all reasonable measures to safeguard and keep the Data confidential and secure, including, but not limited to:\n1. storing the Data in secure access-restricted files;\n2. encrypting any laptop, USB, CD or other mobile storage tool, device, or equipment used to store and/or transmit Data;\n3. creating a password or encryption system to obtain and restrict access to Data only to those Authorized Users who have signed the Authorized User Agreement;\n4. keeping any hardcopy versions of the files in locked areas with restricted access, and with a log book for users to sign in and sign out files;\n5. ensuring that only Authorized Users shall have access to Data;\n6. provide a firewall to protect Data so that no third party is allowed access to the Data; and\n7. complying with any additional DOHMH security requirement imposed on Data Recipient to ensure the security of the Data and minimize the risks of a breach.\nE. Security Audits. DOHMH reserves the right to conduct tests of the Data Recipient\u2019s internal data safekeeping and other control systems prior to transfer of Data, and periodically after the transfer of Data, to provide reasonable assurance to itself that the Data Recipient is receiving and safekeeping the Data in compliance with the provisions of this Agreement and applicable laws, rules, and regulations. Upon request by DOHMH, the Data Recipient will promptly provide access and respond to DOHMH inquiries regarding Data privacy and security.\nF. No Reproduction without Consent. Except as set forth in Section III, Data Recipient shall not reproduce the Data in any form without the prior written consent of DOHMH.\nG. Survival. Upon the Expiration of this Agreement, only the continued use of Data for the purposes set forth in Attachment B will cease. All other provisions of this Agreement, including this Section V, shall survive.\nVI. REMEDIES FOR BREACH\nA. Data Recipient acknowledges that:\n1. the breach of this Agreement will cause DOHMH irreparable damage for which recovery of damages would be inadequate;\n2. the damages flowing from such breach are not readily susceptible to measurement in monetary terms; and\n3. DOHMH shall be entitled to immediate injunctive relief restraining any breach hereof, as well as such further relief as may be granted by a court of competent jurisdiction.\nB. Nothing in this Agreement shall be deemed to limit DOHMH\u2019s remedies at law or in equity for any such breach by Data Recipient of any term of this Agreement.\nVII. WAIVER\nA. Any waiver by DOHMH of any act, failure to act or breach on the part of Data Recipient shall not constitute a waiver by DOHMH of any prior or subsequent act or failure to act or breach by Data Recipient and shall not be effective unless set forth in a written document executed by DOHMH.\nVIII. INDEMNIFICATION\nA. In no event will DOHMH be liable for any use by Data Recipient, its employees and/or consultants of the Data, or for any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from, or in connection with, this Agreement, or for the use or dissemination by Data Recipient of the Data.\nB. Data Recipient agrees to defend, indemnify and hold harmless DOHMH, the City of New York, and their respective employees, officers, subcontractors, agents, and other members of their workforce (each of the foregoing hereinafter referred to as \u201cIndemnified Party\u201d) against all losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with:\n1. any breach of the provisions of this Agreement by Data Recipient;\n2. any breach of the provisions of this Agreement relating to the use or disclosure of Data; or\n3. any negligent act or omission or intentional tortious act by Data Recipient that results in a violation of any laws, rules, or regulations.\nC. Accordingly, on demand, Data Recipient shall reimburse the Indemnified Party for any and all losses, liabilities, fines, penalties, costs, or expenses (including reasonable attorneys\u2019 fees) which may for any reason be imposed upon the Indemnified Party by reason of any suit, claim, action, or proceeding, or demand by any third party which results from the conduct in XI.B.1, 2, or 3 above.\nIX. NOTICE\nA. All notices under this Agreement shall be in writing and shall be deemed delivered as follows: (1) if by personal delivery or electronic mail, upon receipt; (2) if by Federal Express or by another national overnight courier, upon the second business day after deposit with such courier; or (3) if by US certified mail, return receipt requested, upon the fifth day after deposit in the mail. All notices shall be sent to the names and addresses set forth below. Either Party may change its contact information by notice to the other; any such change shall take effect immediately upon delivery of such notice. Any notice pursuant to this Agreement shall be given or made to the respective Parties as follows:\nFor DOHMH:\nNew York City Department of Health and Mental Hygiene\n42-09 28th Street\nLong Island City, New York 11101\nAttn: _________________________\n[ENTER TITLE: __________________]\nCc: DOHMH Chief Privacy Officer (for breach notifications)\nFor Data Recipient [ENTER NAME OF DATA RECIPIENT]:\n[ENTER NAME OF ORGANIZATION]\n[ENTER ORGANIZATION\u2019S ADDRESS]\nAttn: ______________________________\n[ENTER TITLE: __________________]\nX. PUBLICATION AND PUBLIC RELEASE OF DATA\nA. Data Recipient shall not reveal any individual identifying information such as a person\u2019s date of birth, last name, first name, or any other identifying information in any draft or final publication.\n[OPTIONAL/SUBJECT TO PROGRAM NEEDS AND NEGOTIATION WITH DATA RECIPIENT]\nB. Data Recipient must obtain prior written approval from the DOHMH before releasing any public information concerning this Agreement.\nC. Subject to the terms of this Agreement, including without limitation, Attachment B to this Agreement, which describes the uses that the Data Recipient may make of the Data, the Data Recipient may publish or publicly present its work as described in Attachment B, which must not contain any individually identifiable information, of the use undertaken in accord with Attachment B. Prior to publication or public presentation of such work product, the Data Recipient will submit its final work product to the DOHMH for review and approval. If the work product:\n1. Is to be a work-made-for-hire for the benefit of the DOHMH or if it is to be a collaborative effort, then the final work product must be satisfactory in form to the DOHMH, and will be submitted to DOHMH, revised in accord with the DOHMH comments, and resubmitted for review and approval at such intervals as may be specified by the DOHMH until final approval by the DOHMH is achieved; or\n2. Is to be a work of an academic institution or scholar associated with an academic institution, then the conclusions reached in academic publications are subject to the DOHMH prior review and comment before publication or public presentation, with turnaround time of each successive draft being no longer than 30 days, unless otherwise specified in Attachment B; but it is provide, further, however, that if the Data Recipient and the DOHMH cannot come to an accord about the content thereof, then the academic institution or the academician must allow DOHMH to include a written dissenting opinion in the form required by DOHMH as to the conclusions/findings reached by the work product in publications and in oral presentations.\nD. [ADDITIONAL TERMS TO BE DEVELOPED BY PROGRAM AS APPLICABLE]\nXI. MERGER CLAUSE\nA. This Agreement and the Exhibits hereto constitute the entire understanding of the Parties and merges all prior discussion, agreements or understandings into it. No prior agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties.\nXII. MODIFICATION\nA. This Agreement may, from time to time, be modified by a writing signed by authorized representatives of the Parties. It may not be altered, modified, rescinded or extended orally.\nB. The Exhibits hereto may be modified upon written agreement by the Parties without the need to amend this Agreement in its entirety.\nXIII. NON-ASSIGNMENT CLAUSE\nA. The Data Recipient agrees that it shall not subcontract, assign, transfer, convey or otherwise dispose of its obligations under this Agreement except by operation of law, without the prior written consent of the other party.\nXIV. NO THIRD PARTY BENEFICIARY\nA. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties, any rights, remedies, obligations, or liabilities whatsoever.\nXV. ADDITIONAL PROVISIONS\nA. Jurisdiction, Venue, and Applicable Law. This Agreement shall be governed, construed, applied and enforced in accordance with the internal laws of the State of New York.\nB. Agency. For purposes of this Agreement, Data Recipient shall be deemed to be acting as an independent entity, and not an agent, of the DOHMH or the City of New York.\nC. No Data Warranties. Nothing contained herein shall constitute any representation, warranty, or guarantee to the Data Recipient with respect to the value or accuracy of the Data or information exchanged or that such exchanged information does not infringe any rights of third parties. The City shall not be held liable for any errors or omissions in the Data used or exchanged or in connection with the use of the Data.\nD. Counterparts. This agreement may be executed in one or more counterparts.\nE. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Parties to maintain the confidentiality and security of the Data.\nF. Severability. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.\nG. Supersedes. This Agreement supersedes all prior and contemporaneous agreements and understandings, written or oral, relating to the use of the Data that is the subject matter of this Agreement.\nIN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have executed this Agreement as of the day and date first written above.\nNEW YORK CITY DEPARTMENT OF HEALTH AND\nMENTAL HYGIENE\nBy: ________________________________________\n[NAME OF DATA RECIPIENT]\nBy: ________________________________________\n[SOMEONE WHO IS AUTHORIZED TO BIND DATA RECIPIENT]\nDOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES\nATTACHMENT A \u2013 DATA POINTS\nDescribe in detail the data that you are requesting from DOHMH, including the data source, the time period for data of interest, and specific data elements.\nDOHMH DATA USE APPLICATION AND AGREEMENT FOR DATA SHARING WITH EXTERNAL ENTITIES\nATTACHMENT B \u2013 Project Description and Data Use\nDescribe your project below and the intended use of the data. 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DEFINITIONS:\nA. \u201cConfidential Information\u201d as used herein any and all confidential and/or proprietary information concerning the Originating Party\u2019s business and such party\u2019s trade secrets, proprietary data and business data, whether oral or written, tangible or intangible, which is disclosed to or learned by the Receiving Party in the course of the Discussions or otherwise while working with the Originating Party, and/or discovered, developed, conceived, originated, appreciably modified, or prepared in scope of Receiving Party\u2019s relationship with the Originating Party, including but not limited to the following:\n1. Business plans, acquisition plans, expansion plans, business development plans;\n2. Financial information, personnel information, training information, management systems and recruitment strategies;\n3. All commercial data relating to the business and products of Originating Party;\n4. Identity and contact information regarding vendors and suppliers;\n5. Specifications regarding Originating Party\u2019s products (including inventions, formulas, machinery and equipment, use of raw materials);\n6. Pricing and marketing/business strategies;\n7. Details regarding manufacturing processes and techniques;\n8. Customer identities and customer contact information;\n9. Customer credit information;\n10. Information regarding customer preferences and particularized needs;\n11. Product development strategies, expansion plans, and internal business plans, procedures, or methods of operation; and\n12. Design documents or source code.\n13. \u201cConfidential Information\u201d shall not include information which, now or in the future, is available to the public (other than through improper disclosure by the Receiving Party); information rightly acquired from a third party without any obligation of confidentiality; information that is independently developed without the use of any Confidential Information; or information already known by Receiving Party prior to disclosure by Originating Party, as demonstrated by written evidence.\nB. \u201cCustomer\u201d as used herein shall include any person, firm or other business entity which receiving party has directly or indirectly contacted, who have contacted him/her, for whom he/she has conducted training sessions, or whom have been referred to him/her on behalf of Originating Party in regard to originating parties business with respect to the purchase or offering of Originating Party\u2019s products and/or services.\nC. \u201cOriginating Party\u201d as used herein shall refer to the party who discloses the Confidential Information or Intellectual Property to the Receiving Party.\nD. \u201cReceiving Party\u201d as used herein shall refer to the party who receives the Confidential Information or Intellectual Property from the Originating Party.\nE. \u201cRepresentative\u201d means directors, officers, employees, accountants, attorneys, lenders of funds and agents of a party or its affiliates.\nII. NON-DISCLOSURE AGREEMENT: Both parties recognizes and acknowledges that, in an effort to foster the Discussions one or both of the parties has provided and/or will provide, at no cost, fee, charge or expense to Receiving Party, Confidential Information of a special and unique value and nature developed and/or acquired by (and/or being developed or acquired by) Originating Party at great expense and cost to Originating Party which, if it were to come into the possession of Originating Party\u2019s competitors, would cause irreparable damage to Originating Party, its competitive advantage and its ability to operate profitably. Receiving Party acknowledges that, prior to its relationship with Originating Party and prior to execution of this Agreement, Receiving Party had no knowledge of any of the aforesaid information. Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party\u2019s obligations to Originating Party) any Confidential Information. Both parties agree that the obligations under this Agreement are in addition to all duties and obligations imposed upon each party by operation of law including but not limited to common-law and statute. Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties.\nIII. LEGALLY REQUIRED DISCLOSURES: If Receiving Party is requested to disclose any Confidential Information of the Originating Party under applicable law, in any judicial or administrative proceeding, or in response to a formal request of a regulatory or governmental authority (including law enforcement), then, except as otherwise required to comply with applicable law, the Receiving Party shall promptly notify the Originating Party of such request so that Originating Party may resist such disclosure or seek an appropriate protective order, and shall provide all information and assistance reasonably requested by Originating Party in connection therewith, at the Originating Party\u2019s sole expense. If the Receiving Party is nonetheless compelled to disclose any Confidential Information of the Originating Party, the Receiving Party shall limit its disclosure to that which, in the reasonable opinion of counsel, is required under applicable law.\nIV. NO REVERSE ENGINEERING; WORK PRODUCT: Receiving Party shall not reverse-engineer, analyze, attempt to duplicate or otherwise attempt to determine the design or method of compiling samples, prototypes or products of the Originating Party except pursuant to a mutually acceptable, written agreement executed by the parties. In the event that Receiving Party performs any services or testing for or on behalf of Originating Party without entering into such a written agreement, then any information or data developed by Receiving Party in connection with such services or tests shall be considered the Originating Party\u2019s Confidential Information and shall be maintained as such and kept confidential in accordance with the provisions of this Agreement. All such information and data shall belong to Originating Party exclusively and Receiving Party shall execute any instruments determined by Originating Party to be reasonably necessary to confirm Originating Party\u2019s ownership thereof.\nV. NON-SOLICITATION OF EMPLOYEES AND/OR CONTRACTORS: Receiving Party recognizes and acknowledges that, while engaged in Discussions and/or while involved in a Business Relationship, such party will be in a position to utilize Originating Party\u2019s goodwill and have access to and/or utilize Confidential Information of Originating Party that would enable Receiving Party to take advantage of that goodwill and/or Confidential Information to the detriment of the Originating Party, by attempting, for example, to recruit or solicit employees, and/or contractors of Originating Party. Receiving Party agrees and acknowledges that this would have the effect of causing the cessation or curtailment of the Business Relationship and would otherwise unfairly damage the business prospects of Originating Party. Therefore, in consideration of the mutual agreements made in this Agreement, during the course of the Business Relationship and for a period of 36 months after termination of the Business Relationship, Receiving Party agrees not to directly or indirectly communicate, solicit, induce, hire, recruit, take away, employ, endeavor to employ (on Receiving Party\u2019s own behalf or on behalf of any other person or entity) or attempt to influence any employee or contractor in any way that may have the effect of causing the cessation or curtailment of their respective relationships with Originating Party.\nVI. NO COMMITMENT; NO LICENSE; NO WARRANTY: Neither party shall be obligated under this Agreement to commence or continue with any Discussions, enter into any particular Business Relationship, or disclose any particular Confidential Information to the other party. No express or implied license under any intellectual property rights of either party is granted or conveyed to the other party under this Agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED UNDER THIS AGREEMENT \u201cAS IS\u201d WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLOSER DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.\nVII. ATTORNEY'S FEES: If any legal action is brought by any party hereto, it is expressly agreed that the prevailing party in such action or dispute shall be entitled to recover from the other party attorney's fees and costs in addition to any other relief that may be awarded. For the purpose of this Paragraph, the \"prevailing party\" shall be the party in whose favor a final judgment is entered.\nVIII. SEVERABILITY: It is the intent and agreement of the parties to this agreement that, in case any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein except that this shall not prohibit any modification allowed or agreed upon pursuant to the terms of this agreement or any right of reformation.\nIX. GOVERNING LAW AND VENUE: This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of Missouri. The parties to this Agreement consent and designate St. Louis County, Missouri as the sole venue and location for any suit or other proceeding of any kind regarding any aspect of this agreement and all issues arising out of or relating to the independent relationship between the parties.\nX. ASSIGNMENT: This Agreement is binding upon and shall inure to the benefit of the parties hereto and the successors and the assigns of all parties herein. Each party may assign or transfer this Agreement to a successor business entity in the event of a merger, consolidation, transfer or sale of the assets of said party. Any purported assignment of this Agreement, other than as provided above, shall be void.\nXI. NOTICES: Except as expressly set forth to the contrary in this Agreement, all notices, requests, consents or other communications (each a \"Notice\") provided for or permitted to be given under this Agreement must be in writing and must be given either (i) by depositing the Notice in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (ii) by delivering the Notice to the recipient in person, by courier, or by facsimile transmission. A Notice given under this Agreement is effective on receipt by the party to receive it. Any Notice to any party must be sent to or made at that party\u2019s address (or facsimile number if applicable) given below such party\u2019s signature or such other address or facsimile number as that party may specify by delivering a Notice in compliance with this paragraph.\nXII. EQUITABLE RELIEF: Each party recognizes that any actual or threatened breach of the provisions of this Agreement would cause irreparable harm to the other party, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach. Accordingly, in addition to and not in limitation of any other remedies at law or in equity available under the circumstances, and notwithstanding any jurisdiction and venue requirements of this Agreement, each party shall be entitled to seek immediate injunctive and other non-monetary equitable relief in any court of competent jurisdiction without the need or requirement of any bond, provided that if a bond is required, the bond shall not exceed $1,000.00.\nIN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Agreement as of the last date set forth below by the undersigned duly authorized representatives.\nDealer Pay, LLC ________________________________(Company)\nPO Box 1691\n________________________________(Street Address)\nSt. Charles, MO 63302\n________________________________(City, State, Zip)\nJulie R. Douglas\n________________________________(Name)\nPresident\n________________________________(Title)\n_________________________________ _________________________________\n(Signature) (Signature)\n_________________________________ _________________________________\n(Date) (Date)\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 147 - ], - [ - 148, - 253 - ], - [ - 254, - 263 - ], - [ - 264, - 439 - ], - [ - 440, - 778 - ], - [ - 779, - 1230 - ], - [ - 1231, - 1419 - ], - [ - 1420, - 1544 - ], - [ - 1545, - 1560 - ], - [ - 1561, - 2168 - ], - [ - 2169, - 2251 - ], - [ - 2252, - 2369 - ], - [ - 2370, - 2452 - ], - [ - 2453, - 2521 - ], - [ - 2522, - 2550 - ], - [ - 2550, - 2659 - ], - [ - 2660, - 2705 - ], - [ - 2706, - 2766 - ], - [ - 2767, - 2823 - ], - [ - 2824, - 2855 - ], - [ - 2856, - 2928 - ], - [ - 2929, - 3051 - ], - [ - 3052, - 3088 - ], - [ - 3089, - 3581 - ], - [ - 3582, - 4004 - ], - [ - 4005, - 4159 - ], - [ - 4160, - 4315 - ], - [ - 4316, - 4455 - ], - [ - 4456, - 5088 - ], - [ - 5088, - 5284 - ], - [ - 5284, - 5341 - ], - [ - 5341, - 5737 - ], - [ - 5737, - 5941 - ], - [ - 5941, - 6080 - ], - [ - 6081, - 6785 - ], - [ - 6785, - 7033 - ], - [ - 7034, - 7360 - ], - [ - 7360, - 7789 - ], - [ - 7789, - 8023 - ], - [ - 8024, - 8605 - ], - [ - 8605, - 8827 - ], - [ - 8827, - 9426 - ], - [ - 9427, - 9692 - ], - [ - 9692, - 9841 - ], - [ - 9841, - 10084 - ], - [ - 10085, - 10363 - ], - [ - 10363, - 10483 - ], - [ - 10484, - 10504 - ], - [ - 10504, - 11078 - ], - [ - 11079, - 11108 - ], - [ - 11108, - 11239 - ], - [ - 11239, - 11527 - ], - [ - 11528, - 11543 - ], - [ - 11543, - 11685 - ], - [ - 11685, - 11852 - ], - [ - 11852, - 11940 - ], - [ - 11941, - 11945 - ], - [ - 11945, - 12196 - ], - [ - 12196, - 12355 - ], - [ - 12355, - 12455 - ], - [ - 12455, - 12543 - ], - [ - 12543, - 12811 - ], - [ - 12812, - 12817 - ], - [ - 12817, - 13119 - ], - [ - 13119, - 13580 - ], - [ - 13581, - 13761 - ], - [ - 13762, - 13778 - ], - [ - 13778, - 13819 - ], - [ - 13820, - 13831 - ], - [ - 13832, - 13880 - ], - [ - 13881, - 13902 - ], - [ - 13903, - 13936 - ], - [ - 13936, - 13953 - ], - [ - 13954, - 13970 - ], - [ - 13971, - 14004 - ], - [ - 14004, - 14009 - ], - [ - 14010, - 14019 - ], - [ - 14020, - 14059 - ], - [ - 14060, - 14094 - ], - [ - 14094, - 14127 - ], - [ - 14128, - 14151 - ], - [ - 14152, - 14186 - ], - [ - 14186, - 14219 - ], - [ - 14220, - 14233 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 44 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10, - 11, - 12, - 13, - 14, - 17, - 19, - 20, - 21, - 22 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 40, - 42 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 31, - 32, - 37 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 31, - 32 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.dealer-pay.com/wp-content/uploads/2018/06/Dealer-Pay-NDA-4.pdf" - }, - { - "id": 92, - "file_name": "Disclosure documents.pdf", - "text": "Mutual Non-Disclosure Agreement\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT is made on (insert date) 2012\nBetween\n(A) Wollaston School whose address for notifications under this Agreement is at Irchester Road, Wollaston, Wellingborough, Northamptonshire, NN29 7PH and\n(B) [ insert company name ] a company incorporated in [ ] (registered no. [ ]), and whose registered office is at [ ] and whose address for notifications under this Agreement is [ ] (\u201c \u201c).\nWhereas\nWollaston School and [ ] are respectively the owners of Confidential Information which they have agreed to disclose to each other for the Purpose on the terms and conditions set out in this Agreement.\nThe parties agree as follows:\n1 Interpretation\nIn this Agreement:\nAffiliate means any other entity that directly or indirectly controls, is controlled by or is under common control with either party;\nConfidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;\nDisclosing Party means the party to this Agreement disclosing the Confidential Information;\nPurpose means discussions and negotiations between the parties in relation to the supply of IT infrastructure and services and the associated tender exercise; and\nReceiving Party means the party to this Agreement to whom the Confidential Information is disclosed.\nA reference to a person includes a reference to a body corporate, association or partnership and includes that person's successors.\n2 Undertakings\nEach party undertakes to keep the other party's Confidential Information confidential including, without limitation, taking the measures set out in Clause 3. In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.\n3 Maintaining confidentiality\nEach party shall, in relation to the Confidential Information of the other party, exercise in relation to the Confidential Information no lesser security measures and degree of care than those which it applies to its own confidential information.\n4 Disclosure of information\n4.1 Each party may disclose the Confidential Information of the other party in the following circumstances:\n(a) with the prior written consent of the other party;\n(b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or\n(c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.\n4.2 The Receiving Party shall inform the Recipient of the terms of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.\n4.3 The Receiving Party shall at the request of the Disclosing Party and at its own expense take such reasonable steps as the Disclosing Party may require to enforce the obligations of the Recipient under Clause 4.2 including (where necessary) the institution of legal proceedings.\n4.4 For the purposes of Clause 4 Recipient means a person to whom any Confidential Information is disclosed pursuant to Clause 4.1(a) or 4.1(b).\n5 Exceptions\n5.1 This Agreement does not apply to Confidential Information:\n(a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement;\n(b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence;\n(c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or\n(d) which has been independently developed by the Receiving Party without reference to the Disclosing Party\u2019s Confidential Information.\n6 No grant of rights\n6.1 No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.\n6.2 Neither party accepts responsibility for or makes a representation or warranty, express or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential Information (including the non-infringement of any patent, copyright or other right of a third party). Neither party is liable to the other party or another person in respect of the Confidential Information or its use. This Clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.\n6.3 Save as expressly set out in this Agreement, neither party shall owe any duty of care to the other party nor any other person.\n7 Duration of obligations\nThe obligations and responsibilities of the parties shall survive the termination of this Agreement.\n8 Return or destruction of confidential information\n8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party:\n(a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or\n(b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information. Any destruction of Confidential Information will be certified in writing to the other party by an authorised officer supervising it.\n9 Announcements\nNeither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.\n10 General\n10.1 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of the parties.\n10.2 Any failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of that or of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.\n10.3 The rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.\n10.4 It is acknowledged that damages would not be an adequate remedy for a breach of this Agreement and each party is entitled to the remedy of injunction, specific performance and other equitable relief for a threatened or actual breach of this Agreement. Any claim for losses under this Agreement shall be restricted to direct loss only and shall not extend to indirect or consequential loss.\n10.5 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.\n10.6 Each party is acting in this matter as principal and not as an agent or broker for any other person or entity.\n10.7 This Agreement shall supersede all other confidentiality agreements between the parties relating to the same subject matter.\n11 Notices\n11.1 A notice or other communication under or in connection with this Agreement shall be in writing, in English and shall be delivered personally or sent by fax, to the party due to receive the notice or communication at its address set out in this Agreement or another address as specified by that party by written notice to the other.\n11.2 In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly given, if delivered personally, when left at the address referred to in Clause 0 and if sent by fax, on completion of its transmission.\n12 Governing law and jurisdiction\nThe construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.\n13 Third Party Rights\nA person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.\n14 Counterparts\nThis Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.\nExecuted by the parties on the date first above written\nSIGNED\nby\nfor and on behalf of WOLLASTON SCHOOL\nSIGNED\nby\nfor and on behalf of\n", - 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"spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 24, - 26, - 84 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24, - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 36, - 39 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 24, - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19, - 24, - 25, - 62 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.sourcederbyshire.co.uk/download-document/1078" - }, - { - "id": 93, - "file_name": "DoiT-ICN-NonDisclosure-Agreement.pdf", - "text": "NETWORK\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0NON\u00a0DISCLOSURE\u00a0AGREEMENT\nTHIS\u00a0AGREEMENT\u00a0is\u00a0made\u00a0and\u00a0entered\u00a0into\u00a0effective\u00a0,\u00a0\u00a0\u00a0 ,\u00a0by\u00a0and\u00a0between,\u00a0the\u00a0State\u00a0of\u00a0Illinois,\u00a0(the\u00a0\u201cState\"),\u00a0and (\u201cVendor\u201d)\u00a0for\u00a0itself\u00a0and\u00a0its\u00a0affiliated\u00a0companies.\nWHEREAS,\u00a0both\u00a0parties,\u00a0for\u00a0their\u00a0mutual\u00a0benefit,\u00a0desire\u00a0to\u00a0have\u00a0the\u00a0State\u00a0disclose\u00a0to\u00a0Vendor\u00a0certain\u00a0specifications,\u00a0designs, plans,\u00a0drawings\u00a0or\u00a0other\u00a0business\u00a0and/or\u00a0technical\u00a0information\u00a0which\u00a0is\u00a0proprietary,\u00a0restricted\u00a0or\u00a0secret,\u00a0and\u00a0confidential to\u00a0the\u00a0State\u00a0(\u201cCONFIDENTIAL\u00a0INFORMATION\").\nNOW,\u00a0THEREFORE,\u00a0the\u00a0State\u00a0and\u00a0Vendor\u00a0agree\u00a0as\u00a0follows:\n1. Vendor\u00a0shall\u00a0use\u00a0such\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0only\u00a0for\u00a0the\u00a0purpose\u00a0of\u00a0discussing\u00a0street\u00a0level\u00a0route\u00a0information for\u00a0the\u00a0State\u2019s\u00a0fiber\u00a0optic\u00a0network\u00a0data\u00a0points\u00a0and\u00a0paths\u00a0with\u00a0the\u00a0State\u2019s\u00a0support\u00a0team\u00a0in\u00a0discussions\u00a0regarding\u00a0the State\u2019s\u00a0fiber\u00a0project.\u00a0Vendor\u00a0shall\u00a0restrict\u00a0disclosure\u00a0of\u00a0such\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0to\u00a0its\u00a0employees\u00a0with\u00a0a need\u00a0to\u00a0know\u00a0(and\u00a0advise\u00a0such\u00a0employees\u00a0of\u00a0the\u00a0obligations\u00a0assumed\u00a0herein),\u00a0and\u00a0shall\u00a0not\u00a0disclose\u00a0such CONFIDENTIAL\u00a0INFORMATION\u00a0to\u00a0any\u00a0third\u00a0party\u00a0without\u00a0prior\u00a0written\u00a0approval\u00a0of\u00a0the\u00a0State.\nThese\u00a0restrictions\u00a0on\u00a0the\u00a0use\u00a0or\u00a0disclosure\u00a0of\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0shall\u00a0not\u00a0apply\u00a0to\u00a0any\u00a0CONFIDENTIAL INFORMATION:\u00a0i.\u00a0which\u00a0is\u00a0independently\u00a0developed\u00a0by\u00a0Vendor\u00a0or\u00a0is\u00a0lawfully\u00a0received\u00a0free\u00a0of\u00a0restriction\u00a0from\u00a0another source\u00a0having\u00a0the\u00a0right\u00a0to\u00a0so\u00a0furnish\u00a0such\u00a0CONFIDENTIAL\u00a0INFORMATION;\u00a0ii.\u00a0after\u00a0it\u00a0has\u00a0become\u00a0generally\u00a0available\u00a0to the\u00a0public\u00a0without\u00a0breach\u00a0of\u00a0this\u00a0Agreement\u00a0by\u00a0Vendor;\u00a0iii.\u00a0which,\u00a0at\u00a0the\u00a0time\u00a0of\u00a0disclosure\u00a0to\u00a0Vendor,\u00a0was\u00a0known\u00a0to Vendor\u00a0to\u00a0be\u00a0free\u00a0of\u00a0restriction;\u00a0or\u00a0iv.\u00a0which\u00a0the\u00a0State\u00a0agrees\u00a0in\u00a0writing\u00a0is\u00a0free\u00a0of\u00a0such\u00a0restrictions.\n2. No\u00a0license\u00a0under\u00a0any\u00a0trademark,\u00a0patent,\u00a0copyright,\u00a0mask\u00a0work\u00a0protection\u00a0right\u00a0or\u00a0any\u00a0other\u00a0intellectual\u00a0property right\u00a0is\u00a0either\u00a0granted\u00a0or\u00a0implied\u00a0by\u00a0conveying\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0to\u00a0Vendor.\u00a0None\u00a0of\u00a0the\u00a0CONFIDENTIAL INFORMATION\u00a0which\u00a0may\u00a0be\u00a0disclosed\u00a0by\u00a0the\u00a0State\u00a0shall\u00a0constitute\u00a0any\u00a0representation,\u00a0warranty,\u00a0assurance, guarantee\u00a0or\u00a0inducement\u00a0by\u00a0the\u00a0State\u00a0of\u00a0any\u00a0kind,\u00a0and,\u00a0in\u00a0particular,\u00a0with\u00a0respect\u00a0to\u00a0the\u00a0non\u2010\u00a0infringement\u00a0of trademarks,\u00a0patents,\u00a0copyrights,\u00a0mask\u00a0work\u00a0protection\u00a0rights\u00a0or\u00a0any\u00a0other\u00a0intellectual\u00a0property\u00a0rights,\u00a0or\u00a0other rights\u00a0of\u00a0third\u00a0persons\u00a0or\u00a0of\u00a0the\u00a0State.\n3. All\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0furnished\u00a0hereunder\u00a0shall\u00a0be\u00a0returned\u00a0at\u00a0the\u00a0conclusion\u00a0of\u00a0each\u00a0meeting\u00a0between Vendor\u00a0and\u00a0the\u00a0State.\n4. This\u00a0Agreement\u00a0shall\u00a0be\u00a0governed\u00a0by\u00a0the\u00a0laws\u00a0of\u00a0the\u00a0State\u00a0of\u00a0Illinois..\n5. The\u00a0obligations\u00a0of\u00a0this\u00a0Agreement\u00a0with\u00a0respect\u00a0to\u00a0the\u00a0disclosure\u00a0and\u00a0use\u00a0of\u00a0CONFIDENTIAL\u00a0INFORMATION\u00a0shall survive\u00a0for\u00a0a\u00a0period\u00a0of\u00a0three\u00a0(3)\u00a0years\u00a0from\u00a0the\u00a0date\u00a0of\u00a0last\u00a0disclosure.\n6. The\u00a0parties\u00a0recognize\u00a0and\u00a0agree\u00a0that\u00a0the\u00a0obligations\u00a0under\u00a0paragraphs\u00a01\u00a0and\u00a06\u00a0of\u00a0this\u00a0Agreement\u00a0shall\u00a0survive\u00a0the termination\u00a0of\u00a0this\u00a0Agreement,\u00a0and\u00a0the\u00a0parties\u00a0shall\u00a0be\u00a0bound\u00a0by\u00a0such\u00a0obligations\u00a0after\u00a0termination\u00a0hereof.\n7. This\u00a0Agreement\u00a0constitutes\u00a0the\u00a0entire\u00a0understanding\u00a0between\u00a0the\u00a0parties\u00a0hereto\u00a0as\u00a0to\u00a0the\u00a0CONFIDENTIAL INFORMATION\u00a0and\u00a0merges\u00a0all\u00a0prior\u00a0discussions\u00a0between\u00a0them\u00a0relating\u00a0thereto.\n8. No\u00a0amendment\u00a0of\u00a0this\u00a0Agreement\u00a0shall\u00a0be\u00a0valid\u00a0or\u00a0binding\u00a0on\u00a0the\u00a0parties\u00a0unless\u00a0made\u00a0in\u00a0writing\u00a0and\u00a0signed\u00a0on\u00a0behalf of\u00a0each\u00a0of\u00a0the\u00a0parties\u00a0by\u00a0their\u00a0respective\u00a0duly\u00a0authorized\u00a0representatives.\nIN\u00a0WITNESS\u00a0WHEREOF,\u00a0the\u00a0parties\u00a0have\u00a0executed\u00a0this\u00a0Agreement\u00a0as\u00a0of\u00a0the\u00a0date\u00a0first\u00a0set\u00a0forth\u00a0above.\nState\u00a0of\u00a0Illinois\u00a0 [Vendor]\nDepartment\u00a0of\u00a0Innovation\u00a0&\u00a0Technology\u00a0Services\nBy:\u00a0\u00a0\u00a0\u00a0 By:\n(Typed\u00a0or\u00a0printed\u00a0name\u00a0and\u00a0Title)\u00a0 (Typed\u00a0or\u00a0printed\u00a0name\u00a0and\u00a0Title)\n", - "spans": [ - [ - 0, - 57 - ], - [ - 58, - 224 - ], - [ - 225, - 517 - ], - [ - 518, - 572 - ], - [ - 573, - 829 - ], - [ - 829, - 1111 - ], - [ - 1112, - 1610 - ], - [ - 1610, - 1673 - ], - [ - 1674, - 1874 - ], - [ - 1874, - 1911 - ], - [ - 1911, - 2269 - ], - [ - 2270, - 2403 - ], - [ - 2404, - 2478 - ], - [ - 2479, - 2662 - ], - [ - 2663, - 2887 - ], - [ - 2888, - 3068 - ], - [ - 3069, - 3263 - ], - [ - 3264, - 3362 - ], - [ - 3363, - 3390 - ], - [ - 3391, - 3429 - ], - [ - 3429, - 3437 - ], - [ - 3438, - 3449 - ], - [ - 3450, - 3518 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 13, - 14 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 7 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www2.illinois.gov/icn/services/institutions/Documents/DoiT-ICN-NonDisclosure-Agreement.pdf" - }, - { - "id": 94, - "file_name": "EFCAConfidentialityAgreement.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made the \u2026\u2026 day of \u2026\u2026\u2026\u2026\u2026\u2026\u2026.in the year of \u2026\u2026\nBETWEEN:-\n(1) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (disclosing party) of\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nABN: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...\n(2) EFCA Pty Ltd (receiving party) of 28 Blanche St, St Kilda, Victoria 3182\nABN: 15 120 483 650\nWHEREAS:-\n(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how).\n(B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein.\n(C) Subject or purpose of agreement\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nIN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows:\n1. Definitions\nIn this Agreement:-\nConfidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-\n1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or\n1.2 EFCA can show:-\n1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or\n1.2.2 to have been developed by EFCA, or EFCA\u2019s principals, at any time independently of any information disclosed to it by the disclosing party.\n2. Handling of Confidential Information\nEFCA shall maintain the disclosing party\u2019s Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which EFCA warrants as providing adequate protection against unauthorised disclosure, copying or use. EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA\u2019s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.\n3. Return of Confidential Information\n3.1 EFCA shall:\n3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party\u2019s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and\n3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.\n4. Limitations and Warranty\n4.1 EFCA shall:\n4.1.1 not divulge the disclosing party\u2019s Confidential Information, in whole or in part, to any third party; and\n4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party. Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party\u2019s Confidential Information provided that it gives the disclosing party not less than two business days\u2019 notice of such disclosure.\n4.2 The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party. Nothing herein contained shall be deemed to impose on either party any obligation to give the other party the opportunity of giving a quotation or making a tender to the other party or to enter into any contract for services or for supply of goods and/or materials with the other party.\n5. Confidentiality\nEFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.\n6. Notices\nAny notice to be given under this Agreement shall be in writing and sent by facsimile transmission or sent by recorded delivery post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or two days following that on which the notice was posted.\n7. Variations\nNo variation, alteration or modification of this Agreement will be valid unless in writing signed by a duly authorised representative of both parties.\n8. Non-Assignment\nThis Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.\n9. Entire Agreement, Governing Law and Jurisdiction\nThis Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. This Agreement cannot be changed except by written agreement between the parties. The interpretation, construction and effect of this Agreement shall be enforced in accordance with the laws of the State of Victoria.\nThis agreement will be effective as of the date below, and continue for five (5) years.\nSigned on behalf of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDate \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nWitnessed by: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nSigned on behalf of EFCA Pty Ltd\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDate \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nWitnessed by:\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 60 - ], - [ - 60, - 107 - ], - [ - 108, - 117 - ], - [ - 118, - 133 - ], - [ - 133, - 168 - ], - [ - 169, - 198 - ], - [ - 199, - 275 - ], - [ - 276, - 295 - ], - [ - 296, - 305 - ], - [ - 306, - 498 - ], - [ - 499, - 663 - ], - [ - 664, - 717 - ], - [ - 718, - 819 - ], - [ - 820, - 834 - ], - [ - 835, - 854 - ], - [ - 855, - 1351 - ], - [ - 1352, - 1435 - ], - [ - 1436, - 1455 - ], - [ - 1456, - 1740 - ], - [ - 1741, - 1886 - ], - [ - 1887, - 1926 - ], - [ - 1927, - 2282 - ], - [ - 2282, - 2459 - ], - [ - 2459, - 2609 - ], - [ - 2610, - 2647 - ], - [ - 2648, - 2663 - ], - [ - 2664, - 2998 - ], - [ - 2999, - 3236 - ], - [ - 3237, - 3264 - ], - [ - 3265, - 3280 - ], - [ - 3281, - 3392 - ], - [ - 3393, - 3513 - ], - [ - 3513, - 3760 - ], - [ - 3761, - 3765 - ], - [ - 3765, - 3959 - ], - [ - 3959, - 4187 - ], - [ - 4187, - 4473 - ], - [ - 4474, - 4492 - ], - [ - 4493, - 4856 - ], - [ - 4857, - 4867 - ], - [ - 4868, - 5234 - ], - [ - 5235, - 5248 - ], - [ - 5249, - 5399 - ], - [ - 5400, - 5417 - ], - [ - 5418, - 5600 - ], - [ - 5601, - 5652 - ], - [ - 5653, - 5867 - ], - [ - 5867, - 5949 - ], - [ - 5949, - 6082 - ], - [ - 6083, - 6170 - ], - [ - 6171, - 6205 - ], - [ - 6206, - 6223 - ], - [ - 6224, - 6243 - ], - [ - 6244, - 6278 - ], - [ - 6279, - 6311 - ], - [ - 6312, - 6329 - ], - [ - 6330, - 6349 - ], - [ - 6350, - 6383 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 35, - 36 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10, - 16 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 26, - 28 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 18, - 20 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26, - 27 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 23, - 30, - 31 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 24 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 30, - 32 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://efca.com.au/wp-content/pdfs/EFCAConfidentialityAgreement.pdf" - }, - { - "id": 95, - "file_name": "Eskom%20Template%20Confidentiality%20and%20Non-disclosure%20Agreement%20Rev%204%20Effective%20August%202017_11.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nBetween\nESKOM HOLDINGS SOC LTD\nAnd\n[INSERT NAME OF COUNTERPARTY COMPANY]\n1. PARTIES\nThe parties to this Agreement are:\n1.1. ESKOM HOLDINGS SOC LTD (\"Eskom\") a company incorporated under the laws of the Republic of South Africa, having its registered office at Megawatt Park, Maxwell Drive, Sunninghill Ext. 3, Sandton, Republic of South Africa, with Registration Number 2002/015527/30;\n1.2. _________________________ (\"Counterparty\")] a company incorporated under the laws of __________________________, having its registered office at________________________________________________________________ _______________________________________,__________________________, with registration number _________________________________;\nhereinafter referred to as \"Party\" or \"Parties\" as the context requires.\n2. INTRODUCTION\n2.1. Eskom intends providing the Counterparty with certain Confidential Information as described in 5 below relating to the ____________________(\"the Project\") and as part of the Project there may at times be a mutual sharing of Confidential Information.\n2.2. The Parties wish to record the terms and conditions on which they are prepared to disclose such Confidential Information to each other.\n3. RELATIONSHIP BETWEEN THE PARTIES\n3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties.\n3.2. Nothing contained in this Agreement shall be construed as \u2013\n3.2.1. prohibiting either Party from entering into a business relationship with any Third Party;\n3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever.\n4. INTERPRETATION\n4.1. The Party disclosing Confidential Information shall be known as \"the Disclosing Party\" and the Party receiving Confidential Information shall be known as \"the Receiving Party\".\n4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.\n5. THE CONFIDENTIAL INFORMATION\n\"Confidential Information\" shall include, without limitation, any \u2013\n5.1. technical, commercial or financial information;\n5.2. know-how and trade secrets;\n5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project;\n5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project,\nin whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.\n6. DISCLOSURE OF CONFIDENTIAL INFORMATION\n6.1. The Disclosing Party shall be obliged only to disclose Confidential Information to the Receiving Party to the extent deemed necessary by the Disclosing Party in its discretion for the purposes of the Project.\n6.2. The Parties acknowledge that Confidential Information disclosed pursuant to this Agreement is a valuable and unique asset proprietary to the Disclosing Party.\n6.3. Subject to 6.5, the Receiving Party agrees that it will not, during the existence of this Agreement disclose the Confidential Information to any Third Party for any reason or purpose whatsoever, without the prior written consent of the Disclosing Party and only to the extent of such consent, save in accordance with the provisions of this Agreement. In this Agreement \"Third Party\" means any party who is not a signatory to this agreement.\n6.4. For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, the Parties agree that Eskom shall not be precluded in any manner whatsoever from further using, exploiting or disclosing any outcomes, reports, analysis or data compiled and/or developed by the Counterparty pursuant to the Project.\n6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) (\"Representatives\") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties. The Receiving Party will procure that such proposed recipient will sign a written confidentiality undertaking prior to such disclosure on terms no less onerous than this Agreement and to the extent that such rights inure to the benefit of the Disclosing Party. For the purposes of this clause, the Receiving Party's Representatives shall be deemed to be acting, in the event of a breach, as the Receiving Party's duly authorized agents.\n6.6. Except as otherwise contemplated in this Agreement, the Parties agree in favour of one another not to utilize, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Project without the prior written consent of the Disclosing Party.\n6.7. The Counterparty must inform Eskom in writing of any existing or potential conflict of interest with the interests of Eskom pursuant to this Project. Where any potential or actual conflict of interests exists, the prospective firm shall immediately notify Eskom thereof in writing. Eskom at its sole discretion may elect whether the Counterparty can continue with the Project fully or partially and to the extent the Counterparty cannot continue with the Project it will renounce any benefits it may have obtained had it completed the Project and will be paid only for work completed. The omission of such information or the making of any false statements or representations shall entitle Eskom to terminate all contracts with the Counterparty regarding the Project and to invoke all remedies available to it in law.\n6.8. Accordingly, the Receiving Party hereby indemnifies the Disclosing Party, and shall defend and hold the Disclosing Party harmless from and against any and all suits, liabilities, causes of action, claims, losses, damages, costs (including, but not limited to, cost of cover, reasonable attorneys' fees and expenses), or expenses of any kind (collectively, \"Losses\") incurred or suffered by the Disclosing Party arising from or in connection with the Receiving Party's or its Representative's use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement.\n7. TITLE\nAll Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party to be proprietary to and the exclusive property of the Disclosing Party. This Agreement shall not confer any rights of ownership or license on the Receiving Party of whatever nature in the Confidential Information.\n8. RESTRICTION ON DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION\nThe Receiving Party undertakes not to use the Confidential Information for any purpose other than:\n8.1. the Project; and\n8.2. in accordance with the provisions of this Agreement.\n9. STANDARD OF CARE\nThe Receiving Party agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or Confidential Information but no less than a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.\n10. RETURN OF MATERIAL CONTAINING OR PERTAINING TO THE CONFIDENTIAL INFORMATION\n10.1. The Disclosing Party may, at any time, and in its sole discretion request the Receiving Party to return any material and/or data in whatever form containing, pertaining to or relating to Confidential Information disclosed pursuant to the terms of this Agreement and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material and/or data.\n10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed. That portion of the Confidential Information that may be found in analyses, compilations, studies, or\nother documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed.\n10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request.\n11. EXCLUDED CONFIDENTIAL INFORMATION\nThe obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that:\n11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party;\n11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party;\n11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;\n11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;\n11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party;\n11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.\n12. TERM\n12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto.\n12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.\n13. ADDITIONAL ACTION\nEach Party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be reasonably necessary or desirable to give effect to the provisions of this Agreement.\n14. BREACH\nIn the event that the Receiving Party should breach any of the provisions of this Agreement and fail to remedy such breach within 7 (seven) business days from date of a written notice to do so, then the Disclosing Party shall be entitled to invoke all remedies available to it in law including, but not limited to, the institution of urgent proceedings as well as any other way of relief appropriate under the circumstances, in any court of competent jurisdiction, in the event of breach or threatened breach of the Agreement and/or an action for damages.\n15. AMENDMENTS\nNo amendment, interpretation or waiver of any of the provisions of this Agreement shall be effective unless reduced in writing and signed by both Parties.\n16. ENFORCEMENT\nThe failure or delay by the Disclosing Party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the Disclosing Party to enforce the provisions of this Agreement.\n17. REPRESENTATIONS & WARRANTIES\n17.1. Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfillment of its obligations in terms of this Agreement.\n17.2. The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party:\n17.2.1. will not result in a breach of any other agreement to which it is a party; and\n17.2.2. will not, to the best of its knowledge and belief, infringe the rights of any Third Party, and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for Third Party claims on such a basis.\n18. ENTIRE AGREEMENT\nThis Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the Parties, whether written or oral, with respect to the subject matter of this Agreement.\n19. GOVERNING LAW\nThe Agreement will be governed by and construed in accordance with the laws of South Africa.\n20. DOMICILIA AND NOTICES\n20.1. The Parties hereby choose domicilium citandi et executandi (\"domicilium\") for all purposes under the Agreement as follows \u2013\nEskom \u2013\n\uf0b7 Physical Address - Megawatt Park, Maxwell Drive, Sunninghill;\n\uf0b7 Postal Address - PO Box 1091, Johannesburg, 2000, South Africa\n\uf0b7 Telephone No - +27 11 _________________\n\uf0b7 Fax No - +27 11 _______________________\n\uf0b7 Contact Person - _________________ (_________)\n[Counterparty]\n\uf0b7 Physical Address ________________________________________\n__________________________________________________________\n\uf0b7 Postal Address -__________________________________________\n__________________________________________________________\n\uf0b7 Telephone No - __________________________________________\n\uf0b7 Fax No - _______________________________________________\n\uf0b7 Contact Person and Designation - ___________________________\n__________________________________________________________\n20.2. Any notice given by one party to the other is deemed to have been received by the addressee:\n20.2.1. on the date on which the same was delivered to the addressee's address if delivered by hand; or\n20.2.2. on the 7th (seventh) calendar day after the date of posting if sent by pre-paid registered post to the addressee's address; or\n20.2.3. on dispatch, if sent to the addressee's then telefax number.\n20.3. A party may change that party's addresses for this purpose, by notice in writing to the other party, such a change of address being effective 7 (seven) days after the deemed receipt by the addressee of such written notice. A similar notice will also be required in respect of new or changed telephone and telefax numbers.\n21. SEVERABILITY\nIn the event of any one or more of the provisions of this Agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this Agreement, and this Agreement shall be carried out as nearly as possible in accordance with its original terms and intent.\n22. ASSIGNMENT\n22.1. Subject to 22.2, neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement to any Third Party without the prior written consent of the other Party.\n22.2. Notwithstanding the above, Eskom may on written notice to Counterparty, cede and delegate its rights and obligations under this Agreement for reason of, any restructuring, amalgamation, reorganization or other analogous event, the transfer of all or any material part of Eskom\u2019s property, assets or undertaking to a third party or successor-in-title provided that, in each case, such dissolution, restructuring, amalgamation, reorganization, analogous event or transfer is at the instruction of or is sanctioned by the Government or the National Energy Regulator of South Africa.\n22.3. This Agreement shall be binding on and shall inure for the benefit of the successors and permitted assigns and personal representatives (as the case may be) of the Parties.\n23. PUBLICITY\nNeither Party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this Agreement without the prior written consent of the other Party.\nSIGNED by the Parties and witnessed on the following dates and at the following places respectively:\nSIGNED at ______________________________ on ________________________________\nAS WITNESS:\n For: ESKOM HOLDINGS SOC LTD\nDuly authorized\n[Name of witness in print] [Specify full name of signatory]\nSIGNED at ______________________________ on ________________________________ AS WITNESS:\n For: [COUNTERPARTY]\nDuly authorized\n[Name of witness in print] [Specify full name of signatory]\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 52 - ], - [ - 53, - 75 - ], - [ - 76, - 79 - ], - [ - 80, - 117 - ], - [ - 118, - 128 - ], - [ - 129, - 163 - ], - [ - 164, - 430 - ], - [ - 431, - 462 - ], - [ - 462, - 480 - ], - [ - 480, - 521 - ], - [ - 521, - 578 - ], - [ - 578, - 645 - ], - [ - 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}, - { - "id": 96, - "file_name": "contrato_ingles_corporativo_mal.pdf", - "text": "This Non Circumvention and Non-Disclosure Agreement, hereinafter the \u201cAgreement\u201d, is made and entered between \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. a freelance regulated under the laws of Spain, having its head office \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026., hereinafter referred to as \"INTERMEDIARY\" AND \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..a company organized under the laws of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.., having Office at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. represented by \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.., hereinafter referred to as \u201cPROVIDER\u201d.\nINTERMEDIARY and PROVIDER shall hereinafter individually or collectively be referred to as the \u201cParty\u201d or the \"Parties\".\nWHEREAS\nEach Party has developed or possesses information and data, hereinafter defined and referred to as \"Confidential Information\".\nThe Parties are mutually desirous of transacting business transactions, in cooperation with one other for their mutual benefit, relating to \u201cThe Potential Delivery of Marble and Natural Stones to the markets of China and Marocco\u201d and share other information disclose to the corporation, company, individual, buyer or lender introduced by the both parties, and in this aim each Party may desire to disclose to and/or receive from the other Party certain Confidential Information.\nThe Agreement is established to define the conditions of exchange of the Confidential Information.\nIt is agreed that \u201cINTERMEDIARY\u201d or \u201cPRODUCER\u201d will not contact in any way or manner any Party introduced by the other party to the Agreement without the prior written agreement of the other Party.\nThe clients, companies, opportunities.. that will be introduced for each part for the other will be collected on the part AI of this NDCA.\nNOW THEREFORE, in consideration of the foregoing the Parties hereby agree as follows:\n1. For purposes hereunder, \"Confidential Information\" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.\n2. The Parties commit themselves to fulfil their obligations with respect to protection of such Confidential Information in accordance with the provisions hereof.\n1. Under the Agreement, it is agreed that the Party disclosing the Confidential Information is herein referred to the \u201cTINTERMEDIARY\u201d, and the Party receiving the Confidential Information is herein referred to the \u201cRecipient\u201d.\n2. Each Party hereby agrees that he or she will not make any contract with or otherwise be involved in any transaction(s) relating to the Project with any Purchaser, Lender, and Developer, Technology or other party, introduced by INTERMEDIARY or PRODUCER without specific and agreed permission of the latter.\n3. The Agreement is a perpetual guarantee from its effective date affixed below and is applied to any and all transactions entertained by the Parties regarding exclusively the Project, including subsequent and follow-up, repeat, extended or renegotiated transactions, as well as to the initial transaction, regardless of the success of the Project.\n4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project.\n5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties.\n6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.\n7. Any document containing Confidential Information disclosed by the Transmitter to the Recipient shall be so identified with the following notice by means of a rubber stamp and/or written or printed indication appropriately and apparently placed on the document: \"Confidential Information\" or \u201cConfidential\u201d.\n8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.\n9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.\n10. The Agreement shall apply to all Confidential Information exchanged by the Parties in connection with the purpose of the Agreement defined above, notwithstanding that such Confidential Information may have been exchanged prior to the dates of signature of the Agreement, and shall remain valid for a period of five (5) years. The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.\n11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.\n12. The Agreement shall be governed by and interpreted in accordance with Spanish laws (including those relative to exportation and re-exportation of Confidential Information).\n13. Any dispute in any way arising out of or in connection with the interpretation or performance of the Agreement, which cannot be settled within a reasonable period of time by exercising the reasonable best efforts and good faith of the Parties, shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators, provided they are in odd number, appointed in accordance with the said Rules. The arbitration shall be located at Madrid, Spain.\n14. The award of the arbitrators shall be final and shall have the force of a judgement as among the\n15. Parties. The cost of the arbitration shall be borne as ordered by the arbitrators.\n16. The Agreement has been prepared and signed in two (2) original copies in the English language.\n17. Nothing in the Agreement shall grant to any Party the right to make any commitments of any kind for or on behalf of the other Party without that Party's express written authority.\n18. The rights herein granted are for the benefit of the Parties hereto and except as expressly provided herein, are not for the benefit of any third person, firm, or corporation, and nothing herein contained shall be construed to create any rights or obligations to any third parties under, as a result of, or in connection with the Agreement.\nThe invalidity or unenforceability of any part of the Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.\nAll Parties duly endorsed on this Agreement agree and acknowledge that a financial penalty may be imposed on any one Party up to Five Million USD Dollars for any or all violations of this NON CIRCUMVENTION & NON DISCLOSURE AGREEMENT.\nThe Agreement is effective as of June 1, 2013\nIN WITNESS WHEREOF, each Party hereto has executed the Agreement as of day and year first above written.\n_________________________ _________________________\nName: ________________ Name:\nTitle: _________________ Title:\nDate: _________________ Date:\nA.I CLIENTS / COMPANIES / OPPORTUNITIES\n", - "spans": [ - [ - 0, - 412 - ], - [ - 413, - 533 - ], - [ - 534, - 541 - ], - [ - 542, - 668 - ], - [ - 669, - 1147 - ], - [ - 1148, - 1246 - ], - [ - 1247, - 1444 - ], - [ - 1445, - 1583 - ], - [ - 1584, - 1669 - ], - [ - 1670, - 2370 - ], - [ - 2371, - 2533 - ], - [ - 2534, - 2760 - ], - [ - 2761, - 3069 - ], - [ - 3070, - 3418 - ], - [ - 3419, - 3656 - ], - [ - 3657, - 3956 - ], - [ - 3957, - 4344 - ], - [ - 4345, - 4654 - ], - [ - 4655, - 5006 - ], - [ - 5007, - 5187 - ], - [ - 5188, - 5518 - ], - [ - 5518, - 5641 - ], - [ - 5642, - 5941 - ], - [ - 5942, - 6118 - ], - [ - 6119, - 6587 - ], - [ - 6587, - 6637 - ], - [ - 6638, - 6738 - ], - [ - 6739, - 6752 - ], - [ - 6752, - 6825 - ], - [ - 6826, - 6924 - ], - [ - 6925, - 7108 - ], - [ - 7109, - 7453 - ], - [ - 7454, - 7610 - ], - [ - 7611, - 7844 - ], - [ - 7845, - 7890 - ], - [ - 7891, - 7995 - ], - [ - 7996, - 8022 - ], - [ - 8022, - 8047 - ], - [ - 8048, - 8054 - ], - [ - 8054, - 8071 - ], - [ - 8071, - 8076 - ], - [ - 8077, - 8084 - ], - [ - 8084, - 8102 - ], - [ - 8102, - 8108 - ], - [ - 8109, - 8115 - ], - [ - 8115, - 8133 - ], - [ - 8133, - 8138 - ], - [ - 8139, - 8178 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 9, - 17 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 18 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 6, - 19, - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.eiranova.com/wp-content/uploads/2017/03/contrato_ingles_corporativo_mal.pdf" - }, - { - "id": 98, - "file_name": "document_viewer.pdf", - "text": "The Corporation of the Town of The Blue Mountains Information Technology, Confidentiality, Non-Disclosure and Data Security Agreement\nThis Agreement entered into and effective this day of , 2018, between the Town of The Blue Mountains (Town) and (Provider) hereinafter collectively referred to as the \u201cParties\u201d or singularly referred to as the \u201cParty\u201d.\nWhereas the Town and the Provider enter into the provision of services by the Town for .\nAnd Whereas the Town is willing to disclose to the Provider, upon terms and conditions hereinafter set forth, Confidential Information in order that meaningful discussions and collaborations may take place with regard to the matter for which the Provider has been engaged by the Town and so that the Provider can carry out the work required by the Town in its engagement of the Provider;\nNow, therefore, in consideration of the foregoing premises that are incorporated as part of this Agreement and the mutual covenants hereinafter set forth, the Provider agrees as follows:\n1. Definition of Confidential Information\n1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information. Any information considered Private Information by the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), any personal health information as defined by the Personal Health Information Protection Act (PHIPA), and by the Personal Information Protection and Electronic Documents Act (PIPEDA) is also considered Confidential Information.\n2. Disclosure of Confidential Information\n2.1. The Town may disclose to the Provider Confidential Information enabling the two Parties to engage in meaningful discussion and/or collaboration. The Provider agrees to accept and hold such Confidential Information in accordance with the provisions of this Agreement.\n2.2. The Provider shall communicate the Town\u2019s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.\n3. Disclosure to Third Parties\n3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories:\na) Information that is now generally known to the public through no fault of the Provider;\nb) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or\nc) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.\n4. Protection of Confidential Information\n4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. The Provider is to use best practice security measures at all times to prevent information from being compromised. All policies and procedures relating to data and information security are to be readily available to the Town from the Provider.\n4.2. The Provider shall protect the Town\u2019s Confidential Information in accordance with applicable privacy legislation.\n4.3. The Provider acknowledges that disclosure of the Confidential Information would be highly detrimental to the interests and obligations of the Town and that in the event of a breach by the Provider of its obligations to the Town as regarding the Confidential Information, the damages suffered by the Town may be difficult or impossible to determine and that the remedies of the Town at law may be inadequate. Accordingly, in addition to any monetary damages, the Town shall be\nentitled to specific performance of the breaching party\u2019s obligations hereunder regarding the Confidential Information, and to seek an injunction to prevent any reasonably apprehended breach or continuing breach of such obligations.\n4.4. The Provider shall employ at all times administrative and technical security measures to the Town\u2019s standards on access and password procedures for Provider\u2019s personnel, encryption of Town Confidential Information while in transit and at rest, continuous monitoring of the security posture of the Information, maintenance of auditable logs including: user access logs, physical outage logs, and application logs, encryption, isolation of the Town\u2019s Confidential Information, business continuity procedures, and provision of an encrypted method of remote authentication and authorization.\n4.5. The Provider shall immediately notify the Town of any security breach (including any internal unauthorized use or disclosure), investigate the security breach, and take measures to remediate such breach at the Vendors cost as directed by the Town.\n5. Right to Audit\n5.1. The Town retains the right to audit the Provider to ensure that proper measures are being applied to protect any and all confidential information. Auditing may be performed by Town IT Staff or by a Third Party, as chosen by the Town in its sole discretion.\n5.2. A Privacy Impact Assessment (\u201cPIA\u201d) shall be required if the Provider will have access to personal information as defined by MFIPPA and personal health information as defined by PHIPA, the Town shall have right to terminate the engagement of the Provider without any liability or penalty if the Provider fails the PIA, and the failure cannot be mitigated, within a time specified by the Town, by measures acceptable to the Town.\n6. Return of Confidential Information\n6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests. The Provider agrees that, subsequent to a request for return of Confidential Information or notification of termination of business discussions and/or collaboration, Confidential Information provided orally will continue to be kept confidential by the Provider and the provisions of this Agreement shall continue with respect to all Confidential Information until any of items 3.1 a), b) and c) become applicable. If the information is unable to be returned then information must be destroyed and a certificate of destruction must be issued. 7. Use of Confidential Information\n7.1. The Provider shall not use the Confidential Information provided by the Town for any purpose except for carrying out the work for which the Town has engaged the Provider.\n7.2. The Provider shall not disclose or otherwise duplicate the Town\u2019s Confidential Information without the Town\u2019s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town\u2019s Confidential Information under its control.\n8. Ownership of Information\n8.1. The Town shall at all time retain sole ownership, right and title in the Town\u2019s Confidential Information\n9. Product of this Agreement\n9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town.\n10. Governing Laws\n10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws.\n11. Length of Agreement\n11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider.\n12. Limitation of Agreement\n12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. Furthermore, nothing in this Agreement shall be interpreted so as to oblige either Party to enter into any further agreements.\n13. Amendments\n13.1. This Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the Parties hereto.\n14. Assignment\n14.1. This assignment shall not be assigned by either party and any purported assignment not permitted under this agreement shall be void.\n15. Entire Agreement\n15.1. This Agreement constitutes the entire agreement between the parties with respect to the non-disclosure of Confidential Information, save and except for any provisions with respect to non-disclosure of Confidential Information that may be contained in any agreement related to the engagement of the Provider by the Town and shall not be altered, modified or amended except by a written agreement executed by the Town.\nProvider Corporation Name\nSignature (I have authority to bind the Corporation)\nName\nTitle\nDate\nThe Corporation of The Town of The Blue Mountains\nRuth Prince, Director of Finance and IT Services\nDate\n", - "spans": [ - [ - 0, - 133 - ], - [ - 134, - 352 - ], - [ - 353, - 441 - ], - [ - 442, - 829 - ], - [ - 830, - 1016 - ], - [ - 1017, - 1058 - ], - [ - 1059, - 1596 - ], - [ - 1596, - 1950 - ], - [ - 1951, - 1992 - ], - [ - 1993, - 2143 - ], - [ - 2143, - 2264 - ], - [ - 2265, - 2663 - ], - [ - 2664, - 2694 - ], - [ - 2695, - 3074 - ], - [ - 3074, - 3232 - ], - [ - 3233, - 3323 - ], - [ - 3324, - 3538 - ], - [ - 3539, - 3743 - ], - [ - 3744, - 3785 - ], - [ - 3786, - 3976 - ], - [ - 3976, - 4091 - ], - [ - 4091, - 4219 - ], - [ - 4220, - 4338 - ], - [ - 4339, - 4752 - ], - [ - 4752, - 4819 - ], - [ - 4820, - 5052 - ], - [ - 5053, - 5645 - ], - [ - 5646, - 5898 - ], - [ - 5899, - 5916 - ], - [ - 5917, - 6069 - ], - [ - 6069, - 6178 - ], - [ - 6179, - 6612 - ], - [ - 6613, - 6650 - ], - [ - 6651, - 6946 - ], - [ - 6946, - 7327 - ], - [ - 7327, - 7331 - ], - [ - 7331, - 7338 - ], - [ - 7338, - 7360 - ], - [ - 7360, - 7488 - ], - [ - 7488, - 7522 - ], - [ - 7523, - 7698 - ], - [ - 7699, - 7955 - ], - [ - 7956, - 7983 - ], - [ - 7984, - 8093 - ], - [ - 8094, - 8122 - ], - [ - 8123, - 8357 - ], - [ - 8358, - 8376 - ], - [ - 8377, - 8555 - ], - [ - 8556, - 8579 - ], - [ - 8580, - 8696 - ], - [ - 8696, - 8910 - ], - [ - 8911, - 8938 - ], - [ - 8939, - 9178 - ], - [ - 9178, - 9304 - ], - [ - 9305, - 9319 - ], - [ - 9320, - 9461 - ], - [ - 9462, - 9476 - ], - [ - 9477, - 9615 - ], - [ - 9616, - 9636 - ], - [ - 9637, - 10059 - ], - [ - 10060, - 10085 - ], - [ - 10086, - 10138 - ], - [ - 10139, - 10143 - ], - [ - 10144, - 10149 - ], - [ - 10150, - 10154 - ], - [ - 10155, - 10204 - ], - [ - 10205, - 10253 - ], - [ - 10254, - 10258 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 43, - 52 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 19, - 34, - 35, - 36, - 37, - 49, - 50 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11, - 13, - 19 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 41 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14, - 17 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 40, - 41 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.thebluemountains.ca/document_viewer.cfm?doc=21" - }, - { - "id": 100, - "file_name": "epsteen_nda.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nBUSINESS: ______________________________________________________\nADDRESS: ______________________________________________________\nDESCRIPTION:\nASKING PRICE: .\nThis is intended to be a legally binding document. This agreement shall be governed by and enforced in accordance with the laws of the State of California, USA as applicable to contracts to be performed therein. The undersigned (hereinafter, collectively, \u201cBuyer\u201d) acknowledges its/his/her desire to receive from Epsteen & Associates (\u201cBroker\u201d) and from the owner of the Business, described above (\u201cSeller\u201d) certain information pertaining to the Business, the Seller and/or the possible sale of the Business (the \u201cTransaction\u201d). For purpose of this Agreement, (a) the term \u201cBuyer\u201d means all of undersigned, including both the potential buyer interested in the Transaction, and such buyer\u2019s broker, and both such buyer and buyer\u2019s broker are bound by the provisions of this agreement; and (b) any information provided to Buyer, or otherwise learned by Buyer, concerning the Business, Seller or Transaction shall collectively be referred to herein as \u201cConfidential Information\u201d. In consideration of Broker providing Confidential Information to Buyer, Buyer agrees to the following:\nKEEP INFORMATION CONFIDENTIAL\nBuyer acknowledges that any Confidential Information disclosed to others may be damaging to the Business and the Seller. Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public. Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be \u201cConfidential Information\u201d; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction. Buyer shall be legally responsible for the actions and omissions of Buyer\u2019s advisors and affiliates.\nDIRECT ALL CONTACT THROUGH BROKER\nBuyer shall not contact the Seller or any other individual or entity associated with Seller or the Business including, without limitation, landlords, employees, suppliers or customers except upon the prior written consent of Seller. All correspondence, inquiries, and offers to purchase, and other documents relating to the Business or Transaction (all of which is \u201cConfidential Information) will be delivered solely through Broker, and all negotiations relating to the Business or Transaction will be conducted exclusively through Broker.\nUSE INFORMATION FOR EVALUATION PURPOSE ONLY\nWithout limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever.\nDO NOT CIRCUMVENT SELLER AND/OR BROKER Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. CONFIDENTIAL INFORMATION IS PROVIDED BY SELLER\nAll information about the Business is provided by the Seller and is not verified by Broker. Buyer understands that purchasing any business represents investment risks and that Buyer should obtain professional assistance from independent accounting, legal, and financial advisors to verify all information prior to consummating an agreement to purchase the Business. Buyer will not rely on the information provided by Broker or Seller, including the Confidential Information, but shall conduct its own independent due diligence. Seller (and not Broker) is the source of all information and statements about the Business. Broker makes no warranty, guarantee, expressed or implied, as to the accuracy of such information.\nBuyer agrees to defend, indemnify, protect and hold harmless Broker, and release Broker, in connection with all information provided to Buyer, including all Confidential Information, and in connection with any breach by Buyer of any of its obligations under this agreement.\nPROVIDE EVIDENCE OF FINANCIAL ABILITY\nShould Buyer present an offer to purchase the Business, Buyer will provide a financial statement and a personal and business history, and Buyer authorizes Broker and Seller to obtain through standard reporting agencies, financial and credit information about Buyer and/or the companies Buyer represents.\nENFORCEMENT\nBuyer acknowledges and agrees that any breach of any of its/his/her obligations hereunder will cause Seller and the Business irreparable harm for which Seller and the Business have no adequate remedy at law, and that Seller and the Business shall be entitled to injunctive and other equitable relief to prevent a breach or continued breach of this agreement, in addition to any other remedies Seller and Business may have at law or in equity, and that this agreement shall be specifically enforceable in accordance with its terms. Both Broker and Seller are beneficiaries of this agreement and are both entitled to enforce this agreement.\nIn any action or proceeding, whether or not resulting in litigation, between Buyer (or either of them) and Seller, or between Buyer (or either of them) and Broker, including any litigation to enforce any of the terms of this agreement, the prevailing party shall be entitled to recover, in addition to any damages or compensation received, its costs and expenses incurred in connection with such action or proceeding, including any reasonable attorneys\u2019 fees, expenses and court costs.\nWe, the undersigned, understand and agree that this agreement is legally binding upon us. We understand that Seller and/or Broker have the right to seek any and all lawful remedies to enforce the terms of this agreement. We acknowledge that we have read and understand the disclosures contained herein.\nBUYER: BUYER\u2019S BROKER/AGENT:\n_________________________________________ _________________________________________\nSIGNATURE DATE SIGNATURE DATE\n__________________________________________ __________________________________________\nPRINT NAME PRINT NAME\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 55 - ], - [ - 55, - 109 - ], - [ - 110, - 119 - ], - [ - 119, - 173 - ], - [ - 174, - 186 - ], - [ - 187, - 202 - ], - [ - 203, - 254 - ], - [ - 254, - 415 - ], - [ - 415, - 732 - ], - [ - 732, - 763 - ], - [ - 763, - 991 - ], - [ - 991, - 1180 - ], - [ - 1180, - 1282 - ], - [ - 1283, - 1312 - ], - [ - 1313, - 1434 - ], - [ - 1434, - 1655 - ], - [ - 1655, - 1775 - ], - [ - 1775, - 1855 - ], - [ - 1855, - 1951 - ], - [ - 1951, - 2239 - ], - [ - 2239, - 2339 - ], - [ - 2340, - 2373 - ], - [ - 2374, - 2607 - ], - [ - 2607, - 2913 - ], - [ - 2914, - 2957 - ], - [ - 2958, - 3176 - ], - [ - 3177, - 3216 - ], - [ - 3216, - 3403 - ], - [ - 3403, - 3449 - ], - [ - 3450, - 3542 - ], - [ - 3542, - 3816 - ], - [ - 3816, - 3978 - ], - [ - 3978, - 4070 - ], - [ - 4070, - 4168 - ], - [ - 4169, - 4442 - ], - [ - 4443, - 4480 - ], - [ - 4481, - 4784 - ], - [ - 4785, - 4796 - ], - [ - 4797, - 5328 - ], - [ - 5328, - 5435 - ], - [ - 5436, - 5921 - ], - [ - 5922, - 6012 - ], - [ - 6012, - 6143 - ], - [ - 6143, - 6224 - ], - [ - 6225, - 6253 - ], - [ - 6254, - 6296 - ], - [ - 6296, - 6337 - ], - [ - 6338, - 6367 - ], - [ - 6368, - 6411 - ], - [ - 6411, - 6453 - ], - [ - 6454, - 6475 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 26 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://epsteen.com/site/assets/files/1334/epsteen_nda.pdf" - }, - { - "id": 101, - "file_name": "EUNCL_NDA_2016.pdf", - "text": "Effective Date:\nDisclosure Period: 12 months\n(Month Day, Year to Month Day, Year)\nEnd of confidentiality obligations:\nNON DISCLOSURE AGREEMENT\nThis non disclosure agreement (hereinafter referred to as the \u201cAgreement\u201d) is made by and between:\nCommissariat \u00e0 l'\u00e9nergie atomique et aux \u00e9nergies alternatives, a French state-owned research entity with a scientific, technical or industrial activity duly organised under the laws of France and having its registered office located at 25 rue Leblanc, B\u00e2timent \u00ab Le Ponant D \u00bb - 75015 Paris, FRANCE, declared at the Paris Register of Commerce and Trade (\u201cRegistre du Commerce et des Soci\u00e9t\u00e9s de Paris\u201d) under the following registration number R.C.S. Paris B 775 685 019, acting for its Laboratoire d\u2019\u00e9lectronique et de technologie de l\u2019information (\u00ab LETI \u00bb), whose principal place of business is at 17 rue des Martyrs, 38054 Grenoble Cedex 9, and represented by Mrs Catherine de Mazancourt, LETI Intellectual Property Contracts Manager,\nhereinafter referred to as \u201cCEA\u201d or \u201cCoordinator\u201d\nacting for and on behalf of the project 654190 \u201cEUNCL\u201d partners,\nhereinafter referred to as \u201cEUNCL Partners\u201d\nand\n__________________________, incorporated under the laws of _________________, with its head office located at __________________________________________________________, represented by ____________________________________[function] ___________________,\nhereinafter referred to as \u201cThe Sponsor\u201d,\nhereinafter called individually and alternatively the \u201cReceiving Party\u201d and the \u201cDisclosing Party\u201d or a \u201cParty\u201d and together the \u201cParties\u201d.\nWHEREAS, there is, within the context of EU-NCL project, a collaboration agreement between CEA and EUNCL-Partners:\n- EUROPEAN UNION represented by EUROPEAN COMMISSION - JOINT RESEARCH CENTRE (JRC), established in Rue de la Loi 200 \u2013 1049 Brussels \u2013 Belgium,\n- The European Research Services GmbH, having its registered office at Mendelstr. 17, 48149 M\u00fcnster, Germany,\n- Leidos Biomedical Research, Inc., the Operations and Technical Support contractor to the Frederick National Laboratory for Cancer Research, on behalf of the Nano-Characterization Laboratory, having an office located at 1050 Boyles Street, Frederick, Maryland, 21702,\n- The Provost, Fellows, Foundation Scholars, and the other members of Board, of the College of the Holy and Undivided Trinity of Queen Elizabeth near Dublin, a Body Corporate incorporated by Charter - having its registered office at College Green, Dublin 2, Ireland\n- Stiftelsen SINTEF by its institute Materials and Chemistry, incorporated, having its registered office at Strindveien 4, N-7465 Trondheim, Norway\n- The University of Liverpool, incorporated by Royal Charter having its registered office at the University of Liverpool, Foundation Building, 765 Brownlow Hill, Liverpool, L69 7ZX, United Kingdom,\n- The Swiss federal Laboratories for Material sciences and technology, incorporated under the laws of Switzerland and having their registered office at \u00dcberlandstrasse 129, 8600 D\u00fcbendorf, Switzerland,\n- Gesellschaft f\u00fcr Bioanalytik M\u00fcnster e. V., incorporated under the laws of Germany and having its registered office at Mendelstr. 17, D-48149 M\u00fcnster, Germany EUNCL Partners, which are concerned together with CEA by the present Agreement. for the needs of the present Agreement, said EUNCL Partners have delegated to CEA the authority to sign the present Agreement in their name and on their behalf.\nCEA and EUNCL Partners are active in the characterisation of nanomedicines and owns considerable proprietary and valuable experience and information related to the same;\nThe Sponsor is active in the development, production and commercialisation of____________________________ for the ______________________________ industry and owns considerable proprietary and valuable experience and information related to the same, their production, their processing and their use.\n\u2022 The Parties to this Agreement wish to pursue exploratory discussions between them related to _______________________________________, in order to evaluate the interest in an eventual technical collaboration relating to this subject matter (the \u201cPurpose\u201d).\n\u2022 In this context, it is necessary for the Parties to disclose to each other certain of their proprietary information pertaining to the above subject matter, concerning notably: ____________________________________________________________________________ ____________________________________________________________________________ which information the Parties regard as confidential.\nNOW THEREFORE, the Parties hereto agree as follows:\n1 - As used in the Agreement the term \"Confidential Information\" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period.\nHowever, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation:\n(a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or\n(b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or\n(c) received independently from a third party free to disclose such information to the Receiving Party; or\n(d) the result of developments undertaken by the Receiving Party\u2019s personnel which had no access to such information.\n2 - Nothing in this Agreement shall be construed as compelling a Party to disclose any Confidential Information to the other, or to enter into any further contractual relationship with the other Party.\n3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party.\nAll Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information.\n4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination:\n- to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care,\n- to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a \"need to know\" basis,\n- not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information,\n- not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party,\n- not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation\n- not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement.\n5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement.\n6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the \u201cEffective Date\u201d) for twelve (12) month duration and shall then terminate. The Receiving Party\u2019s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination.\n7 - The Confidential Information is disclosed, \u201cas is\u201d. The Disclosing Party makes no representations or warranties, whether express or implied, with respect to Confidential Information, and notably their fitness for a commercial technical purpose. The use of Confidential Information is made at the sole risk of the Receiving Party.\n8 - The Agreement is personal to the Parties (\u00ab intuitu personae \u00bb) and the Receiving Party undertakes not to assign nor transfer its rights or obligations under the Agreement to any third party, including an affiliated company, without the Disclosing Party\u2019s prior written approval.\n9 - Any dispute arising in connection with this Agreement, including any dispute related to the validity, interpretation, implementation and/or termination of the Agreement, which cannot be amicably settled within the sixty (60) days following its occurrence shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with those Rules. The arbitration proceedings shall take place in Paris (France). The language to be used in the arbitral proceedings shall be English.\nThe applicable law shall be Belgian Law, under which the dispute, controversy or claim referred to arbitration shall be decided without regard to its conflict of laws principles.\n10 - Any notices for technical correspondence in connection with the Agreement shall be sent to:\nMrs Fanny CAPUTO \u2026\u2026\u2026\u2026\u2026, if to CEA\nCEA Grenoble/LETI/DTBS\n17 avenue des Martyrs \u2013 38054 Grenoble Cedex 09\nTel: 04 38 78 15 06\nEmail: fanny.caputo@cea.fr\n_________________________ if to __________\n________________________________________\n________________________________________\nTel: ___________________\nEmail: ___________________\n11 - The Agreement cancels and supersedes all previous written or oral agreements and understandings between the Parties with regard to the Purpose, and constitutes the Parties\u2019 entire agreement as to such Purpose. No addition or modification of the terms of the Agreement shall be valid between the Parties unless made in writing and signed by their duly authorised representatives.\nExecuted in two (2) original counterparts, one (1) for each Party:\nFor The Sponsor:\nDate:\nNAME/Function\nFor CEA\nacting for and on behalf of EUNCL Partners:\nDate:\nCatherine de Mazancourt, LETI Intellectual Property Contracts Manager\n", - "spans": [ - [ - 0, - 15 - ], - [ - 16, - 44 - ], - [ - 45, - 81 - ], - [ - 82, - 117 - ], - [ - 118, - 142 - ], - [ - 143, - 241 - ], - [ - 242, - 980 - ], - [ - 981, - 1030 - ], - [ - 1031, - 1095 - ], - [ - 1096, - 1139 - ], - [ - 1140, - 1143 - ], - [ - 1144, - 1254 - ], - [ - 1254, - 1314 - ], - [ - 1314, - 1329 - ], - [ - 1329, - 1376 - ], - [ - 1376, - 1396 - ], - [ - 1397, - 1438 - ], - [ - 1439, - 1578 - ], - [ - 1579, - 1693 - ], - [ - 1694, - 1836 - ], - [ - 1837, - 1946 - ], - [ - 1947, - 2215 - ], - [ - 2216, - 2481 - ], - [ - 2482, - 2629 - ], - [ - 2630, - 2827 - ], - [ - 2828, - 3029 - ], - [ - 3030, - 3197 - ], - [ - 3197, - 3271 - ], - [ - 3271, - 3431 - ], - [ - 3432, - 3601 - ], - [ - 3602, - 3677 - ], - [ - 3677, - 3716 - ], - [ - 3716, - 3747 - ], - [ - 3747, - 3900 - ], - [ - 3901, - 3996 - ], - [ - 3996, - 4158 - ], - [ - 4159, - 4337 - ], - [ - 4337, - 4414 - ], - [ - 4414, - 4491 - ], - [ - 4491, - 4544 - ], - [ - 4545, - 4596 - ], - [ - 4597, - 5459 - ], - [ - 5460, - 5640 - ], - [ - 5641, - 5773 - ], - [ - 5774, - 5860 - ], - [ - 5861, - 5967 - ], - [ - 5968, - 6085 - ], - [ - 6086, - 6287 - ], - [ - 6288, - 6425 - ], - [ - 6426, - 6703 - ], - [ - 6703, - 6829 - ], - [ - 6830, - 6978 - ], - [ - 6979, - 7132 - ], - [ - 7133, - 7297 - ], - [ - 7298, - 7601 - ], - [ - 7602, - 7762 - ], - [ - 7763, - 7959 - ], - [ - 7960, - 8148 - ], - [ - 8149, - 8476 - ], - [ - 8477, - 8570 - ], - [ - 8570, - 8595 - ], - [ - 8595, - 8675 - ], - [ - 8675, - 8843 - ], - [ - 8844, - 8900 - ], - [ - 8900, - 9093 - ], - [ - 9093, - 9177 - ], - [ - 9178, - 9461 - ], - [ - 9462, - 9878 - ], - [ - 9878, - 9942 - ], - [ - 9942, - 10011 - ], - [ - 10012, - 10190 - ], - [ - 10191, - 10287 - ], - [ - 10288, - 10321 - ], - [ - 10322, - 10326 - ], - [ - 10326, - 10344 - ], - [ - 10345, - 10375 - ], - [ - 10375, - 10392 - ], - [ - 10393, - 10412 - ], - [ - 10413, - 10439 - ], - [ - 10440, - 10466 - ], - [ - 10466, - 10482 - ], - [ - 10483, - 10523 - ], - [ - 10524, - 10564 - ], - [ - 10565, - 10570 - ], - [ - 10570, - 10589 - ], - [ - 10590, - 10597 - ], - [ - 10597, - 10616 - ], - [ - 10617, - 10832 - ], - [ - 10832, - 11000 - ], - [ - 11001, - 11067 - ], - [ - 11068, - 11084 - ], - [ - 11085, - 11090 - ], - [ - 11091, - 11104 - ], - [ - 11105, - 11112 - ], - [ - 11113, - 11156 - ], - [ - 11157, - 11162 - ], - [ - 11163, - 11232 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 51, - 56 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 48, - 58 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 41 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 51, - 62 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 42, - 46 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 49, - 50 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 51, - 55 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 51, - 54 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 42, - 45 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 51, - 53 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 51, - 53 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.euncl.eu/working-with-us/submission-procedure/EUNCL_NDA_2016.pdf?m=1458234633" - }, - { - "id": 102, - "file_name": "Evelozcity%20OESA%20NDA.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is made as of this ___ day of ___________, 2019, by and between Evelozcity with offices at 19951 Mariner Avenue, Torrance, CA 90503 (the \u201cDisclosing Party\u201d), and ______________________________ (the \u201cRecipient\u201d).\n1. Background. The parties plan to attend a town hall-style meeting among various members of the vehicle industry sponsored by the Original Equipment Suppliers Association on Msy 22, 2019. (\u201cMeeting\u201d). During the Meeting, the Disclosing Party plans to discuss and display certain information regarding its company, including certain oral or written information about its vehicle prototypes, the component parts used in its vehicle prototypes and the company program plan. Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information.\n2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, \u201cRepresentatives\u201d) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (\u201cPermitted Use.\u201d) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. \u201cConfidential Information\u201d means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as \u201cconfidential\u201d at the time of disclosure.\n3. Limitations. The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient\u2019s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; and (ii) the Recipient only discloses that portion of the Confidential Information (with a full copy to the Disclosing Party) required to be disclosed and shall preserve the confidentiality of all other Confidential Information.\n4. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either party to enter into any further agreement with the other or to require Disclosing Party to disclose any particular or further Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency relationship between the parties.\n5. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable damage to Disclosing Party and hereby agrees that, in addition to any other relief available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief under this Agreement.\n6. Governing Law. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state.\n7. Amendment and Construction. This Agreement may be amended or modified only by written instrument executed by both parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed or interpreted so as to best accomplish the objectives of the Agreement within the limits of applicable law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.\n9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The parties agree that any representation, warranty or condition, written or otherwise, not expressly contained in this Agreement or in an authorized written amendment thereto shall not be enforceable by any party.\n10. Term. The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement.\nIN WITNESS WHEREOF the parties hereto have executed this Non-Disclosure Agreement as of the date first set forth above.\nEVELOZCITY RECIPIENT\nBy: __________________________ By: ___________________________\nName: __________________________ Name: ___________________________\nTitle: __________________________ Title: ___________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 267 - ], - [ - 267, - 285 - ], - [ - 286, - 301 - ], - [ - 301, - 469 - ], - [ - 469, - 488 - ], - [ - 488, - 758 - ], - [ - 758, - 1029 - ], - [ - 1029, - 1143 - ], - [ - 1144, - 1191 - ], - [ - 1191, - 1291 - ], - [ - 1291, - 1716 - ], - [ - 1716, - 1770 - ], - [ - 1770, - 2078 - ], - [ - 2078, - 2185 - ], - [ - 2185, - 2298 - ], - [ - 2298, - 3000 - ], - [ - 3001, - 3017 - ], - [ - 3017, - 3186 - ], - [ - 3186, - 3315 - ], - [ - 3315, - 3410 - ], - [ - 3410, - 3636 - ], - [ - 3636, - 3808 - ], - [ - 3808, - 4020 - ], - [ - 4020, - 4341 - ], - [ - 4341, - 4565 - ], - [ - 4566, - 4608 - ], - [ - 4608, - 4844 - ], - [ - 4844, - 4997 - ], - [ - 4997, - 5286 - ], - [ - 5286, - 5423 - ], - [ - 5424, - 5446 - ], - [ - 5446, - 5725 - ], - [ - 5726, - 5744 - ], - [ - 5744, - 6014 - ], - [ - 6015, - 6046 - ], - [ - 6046, - 6148 - ], - [ - 6148, - 6327 - ], - [ - 6327, - 6688 - ], - [ - 6688, - 6863 - ], - [ - 6864, - 6885 - ], - [ - 6885, - 7084 - ], - [ - 7084, - 7298 - ], - [ - 7299, - 7309 - ], - [ - 7309, - 7509 - ], - [ - 7510, - 7629 - ], - [ - 7630, - 7650 - ], - [ - 7651, - 7655 - ], - [ - 7655, - 7682 - ], - [ - 7682, - 7686 - ], - [ - 7686, - 7713 - ], - [ - 7714, - 7720 - ], - [ - 7720, - 7747 - ], - [ - 7747, - 7753 - ], - [ - 7753, - 7780 - ], - [ - 7781, - 7788 - ], - [ - 7788, - 7815 - ], - [ - 7815, - 7822 - ], - [ - 7822, - 7849 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 16 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 44 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 22 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.oesa.org/sites/default/files/page/Evelozcity%20OESA%20NDA.pdf" - }, - { - "id": 103, - "file_name": "Example-Mutual-Non-Disclosure-Agreement.pdf", - "text": "An Example of a Mutual Non-Disclosure Agreement\nDate: 201[ ]\nParties:\n[NAME OF INDIVIDUAL] of [address of individual]\nOR\n[NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\nand\n[NAME OF INDIVIDUAL] of [address of individual]\nOR\n[NAME OF COMPANY], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\n1. Each of the parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of [insert details e.g. discussing the possibility of the parties entering into a joint venture] (the Purpose).\n2. Each party to this Agreement is referred to as \u2018the Recipient\u2019 when it receives or uses the Confidential Information disclosed by the other party.\n3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party.\n4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4.\n5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to:\na) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or\nb) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party.\n6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.\n7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.\n8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.\n9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement].\n10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.\nSigned [by [insert name]] OR [on behalf of][insert name] by its duly authorised representative]:\n_____________________________\nSignature\n_____________________________\nName\n_____________________________\nPosition\nSigned [by [insert name]] OR [on behalf of] [insert name] by its duly authorised representative]:\n_____________________________\nSignature\n_____________________________\nName\n_____________________________\n", - "spans": [ - [ - 0, - 47 - ], - [ - 48, - 60 - ], - [ - 61, - 69 - ], - [ - 70, - 117 - ], - [ - 118, - 120 - ], - [ - 121, - 307 - ], - [ - 308, - 311 - ], - [ - 312, - 359 - ], - [ - 360, - 362 - ], - [ - 363, - 549 - ], - [ - 550, - 800 - ], - [ - 801, - 950 - ], - [ - 951, - 1149 - ], - [ - 1150, - 1536 - ], - [ - 1537, - 1753 - ], - [ - 1754, - 1880 - ], - [ - 1881, - 2058 - ], - [ - 2059, - 2220 - ], - [ - 2221, - 2488 - ], - [ - 2489, - 2773 - ], - [ - 2774, - 2910 - ], - [ - 2911, - 3002 - ], - [ - 3002, - 3159 - ], - [ - 3160, - 3256 - ], - [ - 3257, - 3286 - ], - [ - 3287, - 3296 - ], - [ - 3297, - 3326 - ], - [ - 3327, - 3331 - ], - [ - 3332, - 3361 - ], - [ - 3362, - 3370 - ], - [ - 3371, - 3468 - ], - [ - 3469, - 3498 - ], - [ - 3499, - 3508 - ], - [ - 3509, - 3538 - ], - [ - 3539, - 3543 - ], - [ - 3544, - 3573 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 18 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/592212/Example-Mutual-Non-Disclosure-Agreement.pdf" - }, - { - "id": 104, - "file_name": "Example-One-Way-Non-Disclosure-Agreement.pdf", - "text": "An Example of a One-way Non-Disclosure Agreement\nDate: 201[ ]\nParties:\n[NAME OF INDIVIDUAL RECEIVING INFORMATION] of [address of individual]\nOR\n[NAME OF COMPANY RECEIVING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\n(the Recipient)\nand\n[NAME OF INDIVIDUAL DISCLOSING INFORMATION] of [address of individual]\nOR\n[NAME OF COMPANY DISCLOSING INFORMATION], a company registered in [England] under company number [number on Register of Companies] whose registered office is at [address of office on the Register of Companies]\n(the Discloser)\n1. The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of [insert details e.g. discussing the possibility of the Recipient and the Discloser entering into a joint venture] (the Purpose).\n2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.\n3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3.\n4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:\na) any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or\nb) any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.\n5. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.\n6. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.\n7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.\n8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.]\n9. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.\nIf the Recipient is an individual\nSigned and Delivered as a Deed by:\n[name of Recipient] in the presence of:\n_____________________________\nSignature\n_____________________________\nSignature of witness\n_____________________________\nName of witness\n_____________________________\n_____________________________\n_____________________________\nAddress of witness\nIf the Recipient is a company\nExecuted and Delivered as a Deed by [name of Recipient] acting by [name of director], a director, in the presence of:\n_____________________________\nSignature of Director\n_____________________________\nSignature of witness\n_____________________________\nName of witness\n_____________________________\n_____________________________\n_____________________________\n", - "spans": [ - [ - 0, - 48 - ], - [ - 49, - 61 - ], - [ - 62, - 70 - ], - [ - 71, - 140 - ], - [ - 141, - 143 - ], - [ - 144, - 352 - ], - [ - 353, - 368 - ], - [ - 369, - 372 - ], - [ - 373, - 443 - ], - [ - 444, - 446 - ], - [ - 447, - 656 - ], - [ - 657, - 672 - ], - [ - 673, - 917 - ], - [ - 918, - 1085 - ], - [ - 1086, - 1441 - ], - [ - 1442, - 1656 - ], - [ - 1657, - 1783 - ], - [ - 1784, - 1959 - ], - [ - 1960, - 2121 - ], - [ - 2122, - 2329 - ], - [ - 2330, - 2583 - ], - [ - 2584, - 2662 - ], - [ - 2662, - 2722 - ], - [ - 2723, - 2813 - ], - [ - 2813, - 2970 - ], - [ - 2971, - 3004 - ], - [ - 3005, - 3039 - ], - [ - 3040, - 3079 - ], - [ - 3080, - 3109 - ], - [ - 3110, - 3119 - ], - [ - 3120, - 3149 - ], - [ - 3150, - 3170 - ], - [ - 3171, - 3200 - ], - [ - 3201, - 3216 - ], - [ - 3217, - 3246 - ], - [ - 3247, - 3276 - ], - [ - 3277, - 3306 - ], - [ - 3307, - 3325 - ], - [ - 3326, - 3355 - ], - [ - 3356, - 3473 - ], - [ - 3474, - 3503 - ], - [ - 3504, - 3525 - ], - [ - 3526, - 3555 - ], - [ - 3556, - 3576 - ], - [ - 3577, - 3606 - ], - [ - 3607, - 3622 - ], - [ - 3623, - 3652 - ], - [ - 3653, - 3682 - ], - [ - 3683, - 3712 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/606993/Example-One-Way-Non-Disclosure-Agreement.pdf" - }, - { - "id": 105, - "file_name": "ExcelerateStandardNDAFormat.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as the \"Agreement\") is entered into by and between Excelerate, Inc. a corporation organized and existing under the laws of the State of Alabama, (\u201cExcelerate\u201d) having its principal place of business at 1230 Slaughter Road, Suite F, Madison, AL 35758 U.S.A., and Burton Technical Group (\"Second Party\"), with its corporate office located at Company Address and each or both of which shall also hereinafter be referred to as the \"Party\" or \"Parties,\" respectively.\nWHEREAS, the Parties represent that they control or may in the future control and have in their possession or may in the future possess valuable proprietary, confidential information as described in Paragraph 1 of this Agreement;\nWHEREAS, in order for the Parties each to evaluate its interest in participating in a future business relationship it appears necessary that the Parties disclose to each other certain information; and\nWHEREAS, the Parties are willing to disclose and receive such information pursuant to the terms and conditions of this Agreement and neither Party has an obligation to supply PROPRIETARY Information;\nNOW, THEREFORE, the Parties agree as follows:\n1. \"PROPRIETARY Information\" shall mean, in the case of Excelerate and the Second Party, proprietary or confidential information that is owned or controlled by each party relating to any solicitation or request for proposal. Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. Edit the highlighted portion of the first sentence in this paragraph to reflect the activities that are part of the NDA then delete this sentence.\n2. Each Party represents that to the best of its knowledge it has the right to disclose its Proprietary Information to the other without conflict with, or violation of the rights of, any third party.\n3. Each Party receiving Proprietary Information will require that all third parties to this Agreement, if any, to which it may give such proprietary information protect the same in accordance with the provisions contained herein. The third party shall be required to execute an agreement with the same provisions as contained herein.\n4. Except as provided in Paragraphs 6 and 7 hereof, Proprietary Information disclosed to a receiving Party shall for a period of three (3) years from the effective date of this Agreement be held in confidence by the receiving Party and not be disclosed to others or used except for the purposes set forth above, without the prior written approval of the disclosing Party.\n5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as \"Proprietary Information\") to indicate its Proprietary status. The Parties shall utilize no less than reasonable care in protecting Proprietary Information received from the disclosing party; such care shall be the same degree of care as though it were to protect its own confidential or proprietary information.\n6. The conditions of Paragraph 4 hereof shall not apply to information which:\na. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or\nb. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or\nc. Is generally disclosed by the disclosing Party to third parties without obligation of secrecy.\n7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order.\n8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed.\n9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein.\n10. This Agreement shall be effective on the date of its full execution by the Parties.\na. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein.\nb. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above.\n11. Except as specifically provided herein, neither Party makes any warranty, express or implied, oral or written, with respect to products, services, or information supplied hereunder, including any warranties related to patent, trademark, or copyright infringements. In no event shall either Party be liable to the other for indirect, special, consequential, punitive, exemplary, or incidental damages including, but not limited to damages for loss of use of facilities or equipment, loss of revenue, loss of profits or loss of goodwill regardless of (a) the negligence (either sole or concurrent) of either party; and (b) whether either party has been informed of the possibility of such damages.\n12. Each Party acknowledges that the Proprietary Information disclosed hereunder may be subject to export control, and that compliance with all appropriate Government regulations such as the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), etc., may be necessary to obtain required approvals before disclosing Proprietary Information to foreign nationals, businesses or governments. The receiving Party shall obtain the written consent of the disclosing Party prior to submitting any request for authority to export any such Proprietary Information. The receiving Party shall indemnify and hold the disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys\u2019 fees, and all other expenses arising from failure of the receiving Party to comply with this clause or the ITAR or the EAR.\n13. The exclusive points of contact (POC) for the Parties with respect to the exchange of Proprietary Information are as follows:\nExcelerate, Inc. Second Party\nAttention: Michael Doubleday Name\n1230 Slaughter Road, Suite F Address\nAddress:\nMadison, AL 35759 City, State Zip\nPhone: (256) 325-4050 Phone\nFax: (256) 325-4052 Fax\nEmail: Inquiry@Excelerate-Inc.com Email\nThe parties may change their Point of Contact (POC) by written notice to the others.\n14. The parties acknowledge and agree that due to the unique nature of the Proprietary Information, and breach of this agreement by the receiving party would cause irreparable harm to the disclosing party and that the disclosing party shall therefore be entitled to equitable relief in addition to all other remedies at law. The parties agree that, in the event of breach, or threatened breach of the terms of this agreement, the originating party may seek an injunction prohibiting such breach. Both parties hereby waiver any requirement to post bond for attempts to obtain such injunctive relief. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Each party shall pay its own attorney\u2019s fees, costs, and expenses for any dispute under the agreement.\n15. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be modified in any manner except by written amendment executed by both Parties.\n16. If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall be enforced to the extent permitted by law.\nIN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts on the date(s) set forth below.\nEXCELERATE, INC. SECOND PARTY\nMichael K. 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IH-35, Suite Q11, Round Rock, Texas 78681 (\u201cDiscloser\u201d) and __________________________________, having offices at ___________________________________________________, (together with its affiliates, including, but not limited to its professional third party service providers, its successors and assigns, hereinafter collectively referred to as \u201cRecipient\u201d).\nWHEREAS, Discloser is in the business of owning and operating a cinema/eatery/micro-brewery concept called Flix Brewhouse, which is currently being expanded nationwide (the \u201cCinema\u201d).\nWHEREAS, Recipient is generally familiar with the movie exhibition industry, and Discloser and Recipient hereby find it mutually beneficial to discuss business opportunities and technical matters with each other relating to Discloser\u2019s business, including, but not limited to strategy, planning, debt and/or equity financing solutions and ideas (collectively defined hereinafter as \u201cBusiness Opportunities\u201d).\nWHEREAS, it is in the interest of the parties hereto for Discloser to provide Recipient with certain valuable information that is considered highly confidential and proprietary, in order to most effectively further the discussions between Discloser and Recipient.\nWHEREAS, Recipient acknowledges and understands that it would be highly injurious to Discloser should Discloser\u2019s valuable and confidential information or identity be disclosed generally, or find its way into the public domain through the Recipient.\nNOW, THEREFORE, it is agreed that, except where modified in writing, the following terms and conditions shall be applicable to all communications between Discloser and Recipient:\n1. Confidential Information. It is contemplated that Confidential Information (as defined herein) will be transferred from Discloser to Recipient in connection herewith and that Confidential Information shall be used by Recipient only for purposes of evaluating whether it might have interest in discussing Business Opportunities with Recipient.\na. For purposes of this Agreement, \u201cConfidential Information\u201d shall mean any proprietary information belonging to Discloser relating to: (i) Discloser\u2019s proprietary technology, systems, service offering and products, including without limitation, plans and specifications, technical data, trade secrets, know-how, research, product plans, ideas or concepts, services, software, inventions, intellectual property rights, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information (collectively referred to as \u201cTechnical Information\u201d); and (ii) proprietary information relating to the financial information of any of the principals of Discloser, Discloser\u2019s corporate financial information or its operations and business or financial plans or strategies, including but not limited to its identity, customers, customer lists, markets, real estate development plans, financial statements and projections, products, product pricing and marketing, financial or other strategic business plans or information (collectively referred to as \u201cBusiness Information\u201d), disclosed to Recipient by Discloser, either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities. For purposes of this agreement, Confidential Information shall be assumed to be of a confidential and/or proprietary nature by Recipient, as it is reasonable to assume and expect that said Business Information is highly relevant to the success of its Discloser\u2019s business and is not known to the public.\nb. The restrictions set forth herein shall not apply with respect to information designated by Discloser as Confidential which: (i) is known by Recipient at the time of receipt as evidenced by Recipient\u2019s records; (ii) is or becomes a part of the public domain without breach of the Agreement by Recipient; (iii) is obtained by Recipient from a third party under conditions permitting its disclosure to others; (iv) is independently developed by Recipient; or (v) is disclosed by Recipient pursuant to judicial action or Government regulations provided Recipient notifies Discloser prior to such disclosure and cooperates with Discloser in the event Discloser elects to legally contest and avoid such disclosure.\n2. Identification of Confidential Information. For the purpose of the Agreement, written Business or Technical Information (including that which is delivered electronically) that is considered to be Confidential Information by Discloser, shall be so marked by Discloser. Information that is furnished orally shall be considered Confidential Information if Discloser so indicates. Additionally, information furnished by Discloser shall be deemed Confidential Information if it is obvious from its content, in the context under which it is furnished.\n3. Subsequent Notice of Confidentiality. Discloser may give notice in writing that written or verbal information that has been previously furnished, but not declared confidential, is in fact confidential. This information is to be treated as Confidential Information by Recipient from the time of receipt of said notice. That being said, Recipient shall make every reasonable effort to mark all written copies of such information under its control as \u201cConfidential\u201d or \u201cProprietary\u201d and to make every reasonable effort to inform Discloser of any disclosures by Recipient to third parties of such information that may have occurred between the time of receipt of the information and receipt by Recipient of notice that such information is confidential. Recipient has no responsibility to attempt to control the use of such information by such a third party.\n4. Term, Non-Disclosure and Use. For a period of two (2) years from the date of receipt, all Confidential Information shall be maintained in confidence by Recipient, shall not be disclosed, published, communicated, divulged or revealed in any manner, to any other person, firm, corporation or other third party entity, including employees of Recipient who do not have a need to know, or who should not know any such details pertaining to Confidential Information in the course of their employment, except as may otherwise provided in this Agreement. Recipient further affirmatively agrees not to use any Confidential Information received from Discloser except for the express purposes set forth herein.\n5. No License Granted. Except as expressly provided herein, this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights or licenses to Recipient, by the furnishing of Confidential Information by Discloser to Recipient pursuant to this Agreement.\n6. Ownership and Return of Confidential Information. All tangible information, including drawings, specifications and other information furnished hereunder shall remain the property of Discloser. Upon request, or if either party elects not to pursue any further business undertaking with the other, Recipient shall promptly return all tangible information, including any and all copies or partial copies thereof and thereupon confirm destruction of all information held electronically.\n7. No Warranty. No warranty or representation is made by Discloser that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights.\n8. Equitable Relief. Discloser and Recipient agree that it would be impossible or inadequate to measure and calculate Discloser\u2019s damages from any breach of the covenants set forth herein, especially with regard any breach associated with Confidential Information that was to be maintained behind the Information Barrier. Accordingly, the Recipient agrees that in the event of a breach of any of the covenants contained in this Agreement, Discloser will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Recipient further agrees that no bond or other security shall be required in obtaining such equitable relief and that Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance. If any action or proceeding is brought to enforce this Agreement because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, should it prevail, Discloser shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled.\n9. Effective Date. This Agreement shall become effective as of date hereof and shall terminate upon the express written termination by either one of the parties hereto. Termination of the Agreement shall not relieve either party of any obligation set forth in Paragraphs 4 or 6 with respect to Confidential Information, and all such obligations shall continue until expiration of the period set 10. General Provisions. The following general provisions shall apply:\n(a) Governing Law: This Agreement will be governed by the laws of the State of Texas, without regard to its conflict of laws provisions.\n(b) Severability: If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.\n(c) Successors and Assigns: This Agreement will be binding upon the successors and/or assigns of the parties hereto.\n(d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation, or validity of this Agreement.\n(e) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of either the Discloser or Recipient.\nIN WITNESS WHEREOF, the parties hereto acknowledge that they have read and understand each and every term of this Agreement and agree to be bound by its terms and conditions, and agree that the effective date of this Agreement is as set forth herein.\nRECIPIENT:\n________________________________\nName: __________________________\nTitle: __________________________\nPlease send to: msilvers@flixbrewhouse.com\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 82 - ], - [ - 82, - 106 - ], - [ - 106, - 254 - ], - [ - 254, - 290 - ], - [ - 290, - 308 - ], - [ - 308, - 361 - ], - [ - 361, - 551 - ], - [ - 552, - 735 - ], - [ - 736, - 1144 - ], - [ - 1145, - 1408 - ], - [ - 1409, - 1658 - ], - [ - 1659, - 1837 - ], - [ - 1838, - 1867 - ], - [ - 1867, - 2183 - ], - [ - 2184, - 2321 - ], - [ - 2321, - 2817 - ], - [ - 2817, - 3487 - ], - [ - 3487, - 3790 - ], - [ - 3791, - 3919 - ], - [ - 3919, - 4005 - ], - [ - 4005, - 4098 - ], - [ - 4098, - 4202 - ], - [ - 4202, - 4251 - ], - [ - 4251, - 4503 - ], - [ - 4504, - 4551 - ], - [ - 4551, - 4775 - ], - [ - 4775, - 4884 - ], - [ - 4884, - 5052 - ], - [ - 5053, - 5094 - ], - [ - 5094, - 5258 - ], - [ - 5258, - 5374 - ], - [ - 5374, - 5805 - ], - [ - 5805, - 5909 - ], - [ - 5910, - 5943 - ], - [ - 5943, - 6460 - ], - [ - 6460, - 6612 - ], - [ - 6613, - 6636 - ], - [ - 6636, - 6906 - ], - [ - 6907, - 6960 - ], - [ - 6960, - 7103 - ], - [ - 7103, - 7392 - ], - [ - 7393, - 7409 - ], - [ - 7409, - 7667 - ], - [ - 7668, - 7689 - ], - [ - 7689, - 7990 - ], - [ - 7990, - 8377 - ], - [ - 8377, - 8601 - ], - [ - 8601, - 9004 - ], - [ - 9005, - 9024 - ], - [ - 9024, - 9174 - ], - [ - 9174, - 9404 - ], - [ - 9404, - 9424 - ], - [ - 9424, - 9469 - ], - [ - 9470, - 9489 - ], - [ - 9489, - 9606 - ], - [ - 9607, - 9625 - ], - [ - 9625, - 9769 - ], - [ - 9770, - 9798 - ], - [ - 9798, - 9886 - ], - [ - 9887, - 9901 - ], - [ - 9901, - 10038 - ], - [ - 10039, - 10061 - ], - [ - 10061, - 10203 - ], - [ - 10203, - 10357 - ], - [ - 10358, - 10608 - ], - [ - 10609, - 10619 - ], - [ - 10620, - 10652 - ], - [ - 10653, - 10659 - ], - [ - 10659, - 10685 - ], - [ - 10686, - 10693 - ], - [ - 10693, - 10719 - ], - [ - 10720, - 10762 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 38, - 40 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15, - 17 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 18, - 28 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 41 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 35 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 22, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 36 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://flixentertainmentgroup.com/wp-content/uploads/2015/01/FELLCNDAStandardAgreement-22015.pdf" - }, - { - "id": 108, - "file_name": "FNHA-2019RFP-02-NDA-form.pdf", - "text": "RFP Title: Architectural & Design Team Consultants for Metro Vancouver Office Project\nRFP Number: 2019RFP-02\nNON-DISCLOSURE AGREEMENT\nThis Nondisclosure Agreement (the \u201cAgreement\u201d), effective as of ________________________, 2018, is entered into by and between the First Nations Health Authority (\u201cFNHA\u201d) and Company:_________________________________________________________________, located at Address: _______________________________________________________________, (\u201cCompany\u201d).\nWHEREAS, FNHA discloses certain Confidential Information to Company as part of FNHA\u2019s request for proposal number 2019RFP-02. WHEREAS FNHA desires to prevent the unauthorized use and disclosure of its Confidential Information. NOW THEREFORE, in good and adequate consideration, the receipt of which is acknowledged,\nI, __________________________________________________, on behalf of Company, agree as follows:\n(NAME OF PERSON SIGNING THIS AGREEMENT)\n1. Definition. \"Confidential Information\" means any information identified as confidential by the FNHA that is part of the FNHA\u2019s request for proposal number 2019RFP-02, Architectural & Design Team Consultants for Metro Vancouver Office Project (\u201cRFP\u201d) whether in oral, written electronic or any other form or medium whatsoever, including but not limited to Appendix B of the RFP, questions answered or information disclosed by FNHA related to confidential aspects of the RFP or discussions held related to the RFP.\n2. Non-Disclosure. Company will not make copies of, disclose, discuss, publish or disseminate Confidential Information any third person or entity. Company will not use the Confidential Information for any purpose other than responding to the RFP. Company will take reasonable precautions to secure and prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information.\nCompany may not at any time directly or indirectly communicate with the media in relation to the Confidential Information or any information with respect to the RFP without first obtaining the written permission of FNHA.\nCompany acknowledges and agrees that nothing contained in this Agreement will be construed as granting it any rights, by license or otherwise, to any Confidential Information. Company further agrees to return Confidential Information to FNHA, if FNHA so directs, or to destroy Confidential Information once the RFP process completes or earlier of FNHA so directs.\nThis Agreement does not preclude discussions of Confidential Information between the undersigned and FNHA staff or with any other persons identified by FNHA as having undertaken this Agreement.\nThis Agreement does not preclude discussions of Confidential Information between the undersigned and other persons , if expressly permitted by staff of FNHA and those discussions are conducted on the terms and conditions that FNHA may direct.\n3. Statutory Requirements. It is not the intention of FNHA for the Company to waive solicitor-client privilege or to waive, defeat or negate any privilege or confidence or any other protection provided by law, that applies to the Confidential Information or to the discussions related to it. FNHA acknowledges that any Confidential Information provided may be subject to review pursuant to the provisions of the Freedom of Information and Protection of Privacy Act or any provincial legislation, regulations or policies that may affect such information.\n4. Equitable Relief. Company acknowledges that all of the Confidential Information is owned solely by FNHA and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Company agrees that FNHA will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.\n5. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to or application of choice-of-law rules or principles and the parties submit to the jurisdiction of BC courts. Company may not assign this Agreement or transfer any benefits hereunder, directly or indirectly (through acquisition, merger or otherwise), and any attempt to do so will be void without the prior written consent of FNHA. The relationship of the parties is that of independent contractors, and not of agency, partners or the like.\nCOMPANY: First Nations Health Authority:\n____________________________________ ____________________________________\n(SIGNATURE) (SIGNATURE)\n____________________________________ ____________________________________\n(PRINTED NAME) (PRINTED NAME)\n____________________________________ ____________________________________\n(TITLE) (TITLE)\n", - "spans": [ - [ - 0, - 71 - ], - [ - 71, - 85 - ], - [ - 86, - 108 - ], - [ - 109, - 133 - ], - [ - 134, - 198 - ], - [ - 198, - 404 - ], - [ - 404, - 481 - ], - [ - 482, - 608 - ], - [ - 608, - 709 - ], - [ - 709, - 797 - ], - [ - 798, - 801 - ], - [ - 801, - 892 - ], - [ - 893, - 932 - ], - [ - 933, - 1448 - ], - [ - 1449, - 1468 - ], - [ - 1468, - 1596 - ], - [ - 1596, - 1696 - ], - [ - 1696, - 1850 - ], - [ - 1851, - 2071 - ], - [ - 2072, - 2248 - ], - [ - 2248, - 2435 - ], - [ - 2436, - 2629 - ], - [ - 2630, - 2872 - ], - [ - 2873, - 2900 - ], - [ - 2900, - 3165 - ], - [ - 3165, - 3426 - ], - [ - 3427, - 3448 - ], - [ - 3448, - 3715 - ], - [ - 3715, - 3964 - ], - [ - 3965, - 3986 - ], - [ - 3986, - 4192 - ], - [ - 4192, - 4312 - ], - [ - 4312, - 4553 - ], - [ - 4553, - 4775 - ], - [ - 4775, - 4883 - ], - [ - 4884, - 4924 - ], - [ - 4925, - 4962 - ], - [ - 4962, - 4998 - ], - [ - 4999, - 5022 - ], - [ - 5023, - 5060 - ], - [ - 5060, - 5096 - ], - [ - 5097, - 5126 - ], - [ - 5127, - 5164 - ], - [ - 5164, - 5200 - ], - [ - 5201, - 5216 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 19, - 27 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 14, - 15 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.fnha.ca/Documents/FNHA-2019RFP-02-NDA-form.pdf" - }, - { - "id": 109, - "file_name": "FSMAApprovedConfidentiality-MutualDistributor-FSMA4002.pdf", - "text": "Distributor/Sales and Marketing Agency Mutual Confidentiality and Non-Disclosure Agreement\nThis Mutual Confidentiality and Non-Disclosure Agreement (this \u201cAgreement\u201d) is entered into this ______ day of _____________, 20__, by and between _________________________________, a ___________entity, together with its operating subsidiaries and affiliates (\u201cDistributor\u201d) with its principal place of business at ________________________________________________, and _______________________________________, a ____________ entity, together with its operating subsidiaries and affiliates, (\u201cAgency\u201d) with its principal place of business at _______________________________________________ (collectively the \u201cParties\u201d).\nWHEREAS, Agency serves agent to one or more suppliers/manufacturers (\u201cPrincipals\u201d) in providing agency sales and marketing services in the foodservice trade channel (\u201cAgency Sales and Marketing Services\u201d), and WHEREAS, in the course of the provision of Agency Sales and Marketing Services for Agency\u2019s Principals, each party (a \u201cDisclosing Party\u201d) may disclose to the other party (the \u201cRecipient\u201d) certain Confidential Information (as such term is defined herein below), which shall be deemed to be confidential; and\nWHEREAS, the Confidential Information may be disclosed in many such form(s) including oral and/or written disclosure, disclosure through training and/or disclosure through observation of products or prototypes of products, services, business plans, business documents, materials and/or property;\nNOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:\n1. Definition.\n\u201cConfidential Information\u201d means, in respect to each Party:\n(a) any information in which such Party claims a proprietary and/or confidential interest;\n(b) all confidential matters of such Party including, without limitation, technical know-how, trade secrets, technical data, new product strategy, new products or processes, analysis, compilations, concepts, technical processes, formulae, recipes, specifications, inventions, research projects, customer lists, pricing, pricing policies, operational methods, financial information, marketing information and other business affairs;\n(c) any information of a confidential nature concerning such Party\u2019s customers, suppliers or employees; and\n(d) any information such Party has received from others which they are obliged to treat as proprietary and/or confidential.\nThe Confidential Information of either Party includes all of the above information with respect to any entity controlling, controlled by, or under common control with, such Party.\nConfidential Information shall not include information which: (a) is in the public domain prior to the date of its disclosure to Recipient by the Disclosing Party; (b) is known and can be shown to be known by Recipient prior to the date of its disclosure to Recipient by Disclosing Party; (c) becomes part of the public domain by publication or otherwise, and is not the result of any unauthorized act or omission on the part of Recipient; (d) can be demonstrated to have been supplied to Recipient by a third party who is under no obligation to the Disclosing Party to maintain such information in confidence; or (e) is independently developed by Recipient without the use of the Confidential Information.\n2. Obligation of Confidence. Each Party hereby acknowledges and agrees that the Confidential Information constitutes valuable information, and the provisions of this Agreement are necessary to protect the secrecy and confidentiality thereof.\n(a) Recipient shall (i) maintain the Confidential Information in strict confidence and take all reasonable steps to prevent its disclosure to third parties; (ii) use at least the same degree of care as Recipient uses in maintaining the secrecy of its own Confidential Information (but no less than a reasonable degree of care); and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Confidential Information.\n(b) Recipient may use the Confidential Information only in connection with the performance of the Agency Sales and Marketing Services with Distributor. Recipient shall not, at any time, make any use of the Confidential Information for any other purpose.\n(c) Recipient shall keep the Confidential Information confidential at all times and shall not disclose the Confidential Information to any person including its employees except to its employees, representatives, advisors and agents who have a need to know such information in connection with assisting Recipient for the purposes set forth in paragraph 2(b) above and who are required to keep such information confidential.\n(d) Notwithstanding the foregoing in this Section 2, Recipient may disclose to Principals, on whose behalf it is performing Agency Sales and Marketing Services with Distributor, and who have a need to know the Confidential Information provided that: (i) Distributor has been notified of the identity of such Principals and has agreed to the disclosure of Confidentiality Agreement under this Section 2(d), (ii) only the necessary portions of Confidential Information required by such Principals to evaluate and utilize the Agency Sales and Marketing Services is disclosed, and (iii) Principal has a Confidentiality Agreement in place with Distributor or has a Confidentiality Agreement acceptable to Distributor in place with Recipient.\n3. Return of Materials and Information. All Documents made available hereunder, including all copies, notes, summaries, and abstracts thereof, shall be returned to the Disclosing Party or destroyed upon completion of the Agency Sales and Marketing Services with Distributor or upon written request by the Disclosing Party, and Recipient shall certify in writing that it has complied with the provisions of this Agreement.\n4. Opportunity to Seek Protective Order. In the event Recipient is requested or required by applicable law, regulation or legal process (including a subpoena or other administrative or judicial request), to disclose any Confidential Information of the Disclosing Party, Recipient shall promptly notify the Disclosing Party so that it may seek a protective order or other appropriate remedy. Unless the demand shall have been timely limited, quashed or extended, Recipient shall thereafter be entitled to comply with such demand to the extent required by law. If requested by the Disclosing Party, Recipient shall provide reasonable cooperation (at the expense of the Disclosing Party) in the defense of a demand to disclose Confidential Information.\n5. Patent, Copyright or Trademark Infringement. Nothing in this Agreement is intended to grant any new or additional rights under any patent, copyright or trademark, nor shall this Agreement grant the Parties any new or additional rights in or to the Confidential Information, except the limited right to review and use such Confidential Information for the purpose outlined herein.\n6. Ownership. As between the Parties, all Confidential Information shall remain the property of the FSMA\nDisclosing Party. Recipient agrees not to assert any claim of ownership to the Confidential Information of the Disclosing Party or any portion thereof. Nothing set forth in this Agreement shall require Parties to share any Confidential Information with the other, and the Disclosing Party makes no representation or warranty as to the accuracy or completeness of any Confidential Information disclosed hereunder.\n7. Injunctive Relief. It is understood and agreed that damages are an inadequate remedy in the event of a breach or intended or threatened breach by any Party under this Agreement and that any such breach by any party will cause irreparable harm, injury and damage; accordingly, the Parties agree that the damaged party may be entitled, without waiving any additional rights or remedies (including monetary damages) otherwise available to it at law, or in equity, or by statute, to seek preliminary and permanent injunctive relief in the event of a breach or intended or threatened breach by any Party.\n8. Survival. The foregoing obligations of all Parties shall continue for a period of two (2) years from the date of last disclosure of Confidential Information by either party, unless a specific portion of the Confidential Information disclosed becomes generally known to the public before the expiration of such two (2) year period through no fault of the Receiving Party. However, with respect to trade secrets, such obligations will survive for so long as such Confidential Information constitutes a trade secret under the Uniform Trade Secrets Act.\n9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF THE PRINCIPAL PLACE OF BUSINESS OF DISTRIBUTOR AS SET FORTH IN THE FIRST PARAGRAPH ABOVE (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW) AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDY. The county in which the principal place of business of Distributor is located as set forth in the first paragraph above and the closest state or federal court to the principal place of business of Agency shall each be a proper (but not exclusive) place of venue for any suits to enforce this Agreement, and any legal proceedings to enforce the provisions hereof may be brought in the state or federal Court sitting in such county or the closest state or federal court to the principal place of business of Agency. Each Party hereby further irrevocably waives any claim that any such court lacks jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over it or that such court is located in an inconvenient forum.\n10. Miscellaneous. This Agreement constitutes the final, complete and exclusive agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, written or oral, between the Parties with respect thereto. Any modification, rescission or amendment of this Agreement shall not be effective unless made in a writing executed by both Parties. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision(s) had never been contained herein, provided that such invalid, illegal or unenforceable provision(s) shall first be curtailed, reformed, limited or eliminated to the extent necessary to remove such invalidity, illegality or unenforceability with respect to the applicable law as it shall then be applied. Any waiver of, or promise not to enforce, any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. The undersigned each represents that it has been duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, including facsimile copies, but such counterparts together shall constitute but one and the same instrument.\nDISTRIBUTOR: ___________________ AGENCY: ________________________________\nBy: ___________________________ By: ______________________________________\nPrinted Name____________________ Printed Name: ______________________________\nTitle: __________________________ Title: _____________________________________\nDate: __________________________ Date: _____________________________________\n", - "spans": [ - [ - 0, - 90 - ], - [ - 91, - 238 - ], - [ - 238, - 406 - ], - [ - 406, - 456 - ], - [ - 456, - 460 - ], - [ - 460, - 632 - ], - [ - 632, - 680 - ], - [ - 680, - 709 - ], - [ - 710, - 1226 - ], - [ - 1227, - 1522 - ], - [ - 1523, - 1773 - ], - [ - 1774, - 1788 - ], - [ - 1789, - 1848 - ], - [ - 1849, - 1939 - ], - [ - 1940, - 2371 - ], - [ - 2372, - 2479 - ], - [ - 2480, - 2603 - ], - [ - 2604, - 2783 - ], - [ - 2784, - 2846 - ], - [ - 2846, - 2948 - ], - [ - 2948, - 3073 - ], - [ - 3073, - 3224 - ], - [ - 3224, - 3398 - ], - [ - 3398, - 3490 - ], - [ - 3491, - 3520 - ], - [ - 3520, - 3732 - ], - [ - 3733, - 3753 - ], - [ - 3753, - 3890 - ], - [ - 3890, - 4065 - ], - [ - 4065, - 4184 - ], - [ - 4185, - 4337 - ], - [ - 4337, - 4438 - ], - [ - 4439, - 4861 - ], - [ - 4862, - 5112 - ], - [ - 5112, - 5268 - ], - [ - 5268, - 5439 - ], - [ - 5439, - 5598 - ], - [ - 5599, - 5639 - ], - [ - 5639, - 6020 - ], - [ - 6021, - 6062 - ], - [ - 6062, - 6412 - ], - [ - 6412, - 6580 - ], - [ - 6580, - 6770 - ], - [ - 6771, - 6819 - ], - [ - 6819, - 7153 - ], - [ - 7154, - 7168 - ], - [ - 7168, - 7258 - ], - [ - 7259, - 7277 - ], - [ - 7277, - 7411 - ], - [ - 7411, - 7671 - ], - [ - 7672, - 7694 - ], - [ - 7694, - 8274 - ], - [ - 8275, - 8288 - ], - [ - 8288, - 8649 - ], - [ - 8649, - 8827 - ], - [ - 8828, - 8846 - ], - [ - 8846, - 9212 - ], - [ - 9212, - 9726 - ], - [ - 9726, - 10070 - ], - [ - 10071, - 10090 - ], - [ - 10090, - 10371 - ], - [ - 10371, - 10505 - ], - [ - 10505, - 11168 - ], - [ - 11168, - 11347 - ], - [ - 11347, - 11451 - ], - [ - 11451, - 11695 - ], - [ - 11696, - 11709 - ], - [ - 11709, - 11737 - ], - [ - 11737, - 11769 - ], - [ - 11770, - 11774 - ], - [ - 11774, - 11802 - ], - [ - 11802, - 11806 - ], - [ - 11806, - 11844 - ], - [ - 11845, - 11878 - ], - [ - 11878, - 11892 - ], - [ - 11892, - 11922 - ], - [ - 11923, - 11930 - ], - [ - 11930, - 11957 - ], - [ - 11957, - 11964 - ], - [ - 11964, - 12001 - ], - [ - 12002, - 12008 - ], - [ - 12008, - 12035 - ], - [ - 12035, - 12041 - ], - [ - 12041, - 12078 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 44, - 46, - 47, - 48 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12, - 14, - 15 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 54 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 38 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.fsmaonline.com/assets/docs/FSMAApprovedConfidentiality-MutualDistributor-FSMA4002.pdf" - }, - { - "id": 110, - "file_name": "Facility-Tour-Confidentiality-and-Non-Disclosure.pdf", - "text": "Facility Tour Confidentiality and Non-Disclosure Agreement\nThis FACILITY TOUR CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is entered into as of this date: ____________ between Hydranautics, a California corporation (\u201cHydranautics\u201d) and __________________ (\u201cVisitor\u201d).\nDuring the facility tour(s), Visitor will observe Hydranautics\u2019 business operations and facilities which may give Visitor access to some of Hydranautics\u2019 Confidential Information as defined below.\nAccordingly, as a condition of and in consideration of touring Hydranautics\u2019 facilities, Visitor agrees that:\n1. The term \u201cConfidential Information\u201d shall include all Hydranautics\u2019 trade secrets and information that concerns the confidential business or affairs of Hydranautics and Nitto including without limitation, financial information and reports, business plans, design and construction plans, manufacturing processes, customer lists, employee data, forecasts, strategies, and all other proprietary business information.\n2. Visitor agrees and acknowledges that in the course of, or incident to, the tour of Hydranautics\u2019 facilities, Hydranutics may provide to, or Visitor will otherwise become exposed to Hydranautics\u2019 Confidential Information.\n3. Visitor agrees to hold the Confidential Information in the strictest confidence, and will exercise at least the same care with respect thereto as it exercises with respect to its\u2019 own confidential or proprietary information and will not without Hydranautics\u2019 consent use, divulge, copy, release, sell, loan or otherwise reveal such Confidential Information to others.\n4. Visitor agrees he/she will not remove any document, equipment or other materials from the premises without Hydranautics\u2019 written consent. Visitor will not photograph, videotape, or otherwise make any record of or preserve any Confidential Information to which he/she may be given access during the facility tour(s).\n5. Visitor will abide by all safety regulations, stay within designated areas of the facility per the established tour, and will not leave the touring party without an escort by a Hydranautics authorized employee.\n6. This Agreement is governed by and construed in accordance with the laws of the State of California.\n7. This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter.\n8. Visitor understands that his or her breach of this Agreement may subject him or her and his or her employees to liability.\nTitle: ______________________________________________\nCompany Name: _____________________________________\nVisitor Name/Signature _______________________________\n(To sign, type your name above)\n", - "spans": [ - [ - 0, - 58 - ], - [ - 59, - 286 - ], - [ - 287, - 483 - ], - [ - 484, - 593 - ], - [ - 594, - 1010 - ], - [ - 1011, - 1234 - ], - [ - 1235, - 1605 - ], - [ - 1606, - 1747 - ], - [ - 1747, - 1924 - ], - [ - 1925, - 2138 - ], - [ - 2139, - 2241 - ], - [ - 2242, - 2355 - ], - [ - 2356, - 2481 - ], - [ - 2482, - 2489 - ], - [ - 2489, - 2535 - ], - [ - 2536, - 2550 - ], - [ - 2550, - 2587 - ], - [ - 2588, - 2611 - ], - [ - 2611, - 2642 - ], - [ - 2643, - 2674 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 6, - 8 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.swmoa.org/wp-content/uploads/Facility-Tour-Confidentiality-and-Non-Disclosure.pdf" - }, - { - "id": 111, - "file_name": "Florida-Non-Disclosure-Agreement-NDA-Template.pdf", - "text": "FLORIDA NON-DISCLOSURE AGREEMENT (NDA)\nI. THE PARTIES. This Non-Disclosure Agreement, hereinafter known as the \u201cAgreement\u201d, created on the ___ day of _________________________, 20___ is by and between _________________________, hereinafter known as \u201c1st Party\u201d, and _________________________, hereinafter known as \u201c2nd Party\u201d, and collectively known as the \u201cParties\u201d.\nWHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the confidential and proprietary information. The Parties agree as follows:\nII. TYPE OF AGREEMENT. Check One (1)\n\u2610 - Unilateral \u2013 This Agreement shall be Unilateral, whereas, 1st Party shall have sole ownership of the Confidential Information with 2nd Party being prohibited from disclosing confidential and proprietary information that is to be released by the 1st Party.\n\u2610 - Mutual \u2013 This Agreement shall be Mutual, whereas, the Parties shall be prohibited from disclosing confidential and proprietary information that is to be shared between one another.\nIII. RELATIONSHIP. The Party A\u2019s relationship to Party B can be described as _________________________ and Party B\u2019s relationship to Party A can be described as _________________________.\nIV. DEFINITION. For the purposes of this Agreement, the term \u201cConfidential Information\u201d shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Party\u2019s business, assets, operations or contracts, furnished to the other Party and/or the other Party\u2019s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the other Party, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information.\nHowever, Confidential Information does not include:\n(a) information generally available to the public;\n(b) widely used programming practices or algorithms;\n(c) information rightfully in the possession of the Parties prior to signing this Agreement; and\n(d) information independently developed without the use of any of the provided Confidential Information.\nV. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a \u201cneed to know\u201d basis. If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within ____ days.\nThis Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.\nVI. TIME PERIOD. The bounded Party\u2019s(ies\u2019) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.\nVII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.\nVIII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.\nIX. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.\nX. GOVERNING LAW. This Agreement shall be governed under the laws in the State of Florida.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.\n1st Party\u2019s Signature ______________________________ Date _________________\nPrint Name ______________________________\n2nd Party\u2019s Signature ______________________________ Date _________________\nPrint Name ______________________________\n", - "spans": [ - [ - 0, - 38 - ], - [ - 39, - 55 - ], - [ - 55, - 150 - ], - [ - 150, - 201 - ], - [ - 201, - 367 - ], - [ - 368, - 510 - ], - [ - 510, - 539 - ], - [ - 540, - 563 - ], - [ - 563, - 576 - ], - [ - 577, - 836 - ], - [ - 837, - 1021 - ], - [ - 1022, - 1041 - ], - [ - 1041, - 1099 - ], - [ - 1099, - 1125 - ], - [ - 1125, - 1183 - ], - [ - 1183, - 1209 - ], - [ - 1210, - 1226 - ], - [ - 1226, - 2157 - ], - [ - 2157, - 2420 - ], - [ - 2421, - 2472 - ], - [ - 2473, - 2523 - ], - [ - 2524, - 2576 - ], - [ - 2577, - 2673 - ], - [ - 2674, - 2778 - ], - [ - 2779, - 2795 - ], - [ - 2795, - 3060 - ], - [ - 3060, - 3204 - ], - [ - 3204, - 3349 - ], - [ - 3349, - 3464 - ], - [ - 3465, - 3567 - ], - [ - 3568, - 3585 - ], - [ - 3585, - 3819 - ], - [ - 3820, - 3838 - ], - [ - 3838, - 4025 - ], - [ - 4025, - 4116 - ], - [ - 4117, - 4137 - ], - [ - 4137, - 4320 - ], - [ - 4321, - 4338 - ], - [ - 4338, - 4564 - ], - [ - 4564, - 4650 - ], - [ - 4651, - 4669 - ], - [ - 4669, - 4741 - ], - [ - 4742, - 4839 - ], - [ - 4840, - 4862 - ], - [ - 4862, - 4893 - ], - [ - 4893, - 4898 - ], - [ - 4898, - 4915 - ], - [ - 4916, - 4927 - ], - [ - 4927, - 4957 - ], - [ - 4958, - 4980 - ], - [ - 4980, - 5011 - ], - [ - 5011, - 5016 - ], - [ - 5016, - 5033 - ], - [ - 5034, - 5045 - ], - [ - 5045, - 5075 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 17, - 18 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 21, - 22, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 28 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 21, - 22, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 5, - 27 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://eforms.com/images/2018/02/Florida-Non-Disclosure-Agreement-NDA-Template.pdf" - }, - { - "id": 112, - "file_name": "Focus-Group-APIC-Seattle-Confidentiality-Agreement-031115.pdf", - "text": "Focus Group Non\u2010Disclosure Agreement\nThank you for agreeing to participate in a focus group to discuss new products that are in the early stages of development. The products themselves, and the ideas and concepts regarding its manufacture, marketing, use, and the discussions here represent Confidential Information of the company sponsoring this research study / discussion (\u201cFocus Group\u201d).\nI, _______________________________________________________________ hereby agree to maintain the confidentiality of information disclosed during focus group or observed live as follows:\na) To hold in confidence any and all technical or business information about the company\u2019s product which is disclosed, or made available to you directly or indirectly, or is information you otherwise receive incident to your participation in this discussion;\nb) That any ideas, patentable or not patentable, or suggestions contributed by you during the discussion, as well as any ideas, developments, or inventions conceived by you or others participating in the Focus Group, shall be the property of the company sponsoring this research study in any manner it sees fit.\nc) The products shown to you, described to you, and/or used by you are not available for sale and no offer for sale is being made to you.\nd) That you, shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the Confidential Information beyond those activities that are part of the Focus Group.\ne) All notes, reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to Owner and the undersigned agrees to turn over all copies of such materials in the undersigned\u2019s possession to Owner upon request.\nf) Also included as confidential is any participants Personally Identifiable Information (\u201cPII\u201d). PII shall mean a person\u2019s identity or information that might reasonably allow identification of the person. I shall at all times hold in trust, keep confidential and not disclose to any third party or make any use of the identity or PII of any Respondent involved in the Focus Group.\ng) That you acknowledge you are being sufficiently compensated for your participation in this Focus Group and that all information and opinions you provide are solely your own and are in no way reflective of your employer(s).\nh) That you, hereby give permission to the company sponsoring this research study for an audio recording to be made of this session. That you understand a transcription of this tape may be used by the company sponsoring this study for research purposes only.\nBy submitting this form you will be entering a Non\u2010Disclosure agreement with:\nKenall Manufacturing, Co., 10200 55th Street Kenosha, WI 53144\nRespondent Signature: ______________________________________________________________________________\n", - "spans": [ - [ - 0, - 27 - ], - [ - 27, - 36 - ], - [ - 37, - 161 - ], - [ - 161, - 391 - ], - [ - 392, - 395 - ], - [ - 395, - 459 - ], - [ - 459, - 576 - ], - [ - 577, - 835 - ], - [ - 836, - 1147 - ], - [ - 1148, - 1285 - ], - [ - 1286, - 1492 - ], - [ - 1493, - 1797 - ], - [ - 1798, - 1896 - ], - [ - 1896, - 2004 - ], - [ - 2004, - 2179 - ], - [ - 2180, - 2405 - ], - [ - 2406, - 2539 - ], - [ - 2539, - 2664 - ], - [ - 2665, - 2742 - ], - [ - 2743, - 2805 - ], - [ - 2806, - 2828 - ], - [ - 2828, - 2906 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 10, - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.kenall.com/Kenall-Files/HTML-Images/PDFs/Focus-Group-APIC-Seattle-Confidentiality-Agreement-031115.pdf" - }, - { - "id": 113, - "file_name": "FormEConfidentialityandNon.pdf", - "text": "Confidentiality and Non-Disclosure Agreement\nTHIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made as of the date signed on page two by and between PRINCETON HEALTHCARE SYSTEM, a New Jersey nonprofit corporation (\u201cPHCS\u201d) and the \u201cRecipient\u201d as identified on page two. WHEREAS, in connection with the business relationship between the parties, PHCS will disclose confidential information to the Recipient; and\nWHEREAS, the Recipient has been advised of and acknowledges the competitive value and proprietary nature of the confidential information of PHCS and the damage that could result to PHCS if its confidential information is not treated in accordance with the terms and conditions of set forth in this Agreement;\nNOW THEREFORE, in consideration the mutual premises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:\n1. Definition of Confidential Information. As used in this Agreement, the term \u201cConfidential Information\u201d means all oral and written information furnished by, or on behalf of, PHCS to the Recipient or its Representatives (as defined below), which is not generally known to the public, including, without limitation, all trade secrets, products, procedures, manuals, guidelines, reports, communications, information regarding names and requirements of current and prospective suppliers, vendors and customers, technical information regarding current and prospective products and programs and the development and/or acquisition of future products, programs and enhancements, discoveries, concepts and ideas, nature and results of research and development activities, technical information on product or program performance and reliability, processes, formulae, techniques, \u201cknow-how,\u201d specifications, any \u201cprotected health information\u201d as defined in HIPAA regulations, 45 C.F.R. Parts 160 and 164, as amended from time to time, and any other material or information related to the business or activities of PHCS, whether or not protectible by patent, copyright or other laws, whether furnished before or after the date of this Agreement, together with any additional information derived from such information and contained in all analyses, compilations, studies or other documents or records prepared by the Recipient or its Representatives, as well as all copies and other reproductions thereof, whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices. As used in this Agreement, the term \u201cRepresentatives\u201d means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors).\n2. Exclusions from Confidential Information. Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or (iii) was within the Recipient\u2019s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient.\n3. Use of Confidential Information. As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS. Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information. The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and (ii) agree with the Recipient to be bound by the provisions hereof. The Recipient shall be responsible for any improper use of the Confidential Information by its Representatives and agrees, at its own expense, to take all reasonable measures, including but not limited to court proceedings, to restrain its Representatives from unauthorized disclosure or use of the Confidential Information.\n4. In addition, without the prior written consent of PHCS, except to the extent Confidential Information may be disclosed to Representatives of the Recipient or pursuant to the exception identified in Paragraph 7, neither the Recipient nor its Representatives will disclose to any person (which shall be broadly interpreted to include, without limitation, any corporation company, group, partnership, trust, association or individual) (i) that the Confidential Information has been made available to them, (ii) that they have inspected any portion thereof, (iii) the existence of, or any of the terms, conditions or other facts with respect to, this Agreement or its business relationship with PHCS.\n5. No Warranty. Neither PHCS nor its Representatives make any representations or warranties as to the accuracy or completeness of the Confidential Information. Each Recipient agrees that neither PHCS nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Confidential Information supplied by PHCS or any of its Representatives.\n6. No License or Transfer. The Confidential Information disclosed shall at all times remain the property of PHCS. No license of any trade secrets, copyrights, patents or other rights is granted by this Agreement or by any disclosure of Confidential Information.\n7. Destruction/Return of Confidential Information. Upon PHCS\u2019 request, all Confidential Information (and all copies, extracts or other reproductions in whole or in part thereof), whether in writing or stored or maintained in or by electronic, magnetic or other means, media or devices, shall be returned or destroyed (such destruction to be certified in writing) by an authorized officer and not retained in any form or for any reason.\n8. Compelled Disclosure. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or its Representatives are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or take any other action prohibited hereby, the Recipient shall provide PHCS with prompt written notice so that PHCS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not sought or obtained or that the compliance with the provisions of this Agreement is waived, the Recipient agrees that it will furnish only that portion of the Confidential Information which, in the reasonable opinion of its counsel, the Recipient is compelled to disclose without standing liable for contempt or suffering other censure or penalty. The Recipient further agrees that it will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information which subject to the compelled disclosure.\n9. Indemnification. The Recipient agrees to indemnify and hold harmless PHCS, and its affiliates, and its and their shareholders, directors, officers, members, managers, partners, employees and agents (collectively, the \u201cIndemnified Parties\u201d) from and against any and all costs and expenses (including without limitation reasonable attorneys\u2019 fees) incurred by or on behalf of any Indemnified Party arising out of any breach of any provision of this Agreement by the Recipient or its Representatives.\n10. Injunctive Relief. The parties acknowledge and agree that, in the event of any breach of this Agreement, PHCS might be irreparably harmed and unable to be made whole by monetary damages. It is accordingly agreed that PHCS, in addition to any other remedy to which it may be entitled in law or equity, will be entitled to seek an injunction to remedy breaches of this Agreement and/or to compel specific performance of this Agreement.\n11. Term. The Recipient\u2019s obligations of confidentiality and nondisclosure shall survive termination of PHCS\u2019 business dealings with the Recipient.\n12. Miscellaneous. It is understood and agreed that no failure or delay by PHCS in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement (i) shall not be assigned by any party without the prior written consent of the other party; (ii) cannot be amended, nor can any of its provisions be waived, except by a writing signed by the parties; and (iii) shall be binding on and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof. This Agreement represents the entire agreement among the parties relating to the treatment of Confidential Information.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement under their respective hands as of the day and year first above written.\nRECIPIENT\nSignature:\nBy Name (print):\nTitle:\nDate:\nPRINCETON HEALTHCARE SYSTEM\nBy:\nName:\nTitle:\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 290 - ], - [ - 290, - 430 - ], - [ - 431, - 739 - ], - [ - 740, - 1006 - ], - [ - 1007, - 1050 - ], - [ - 1050, - 1984 - ], - [ - 1984, - 2609 - ], - [ - 2609, - 2950 - ], - [ - 2951, - 2996 - ], - [ - 2996, - 3123 - ], - [ - 3123, - 3259 - ], - [ - 3259, - 3524 - ], - [ - 3524, - 3816 - ], - [ - 3817, - 3853 - ], - [ - 3853, - 4168 - ], - [ - 4168, - 4433 - ], - [ - 4433, - 4636 - ], - [ - 4636, - 4766 - ], - [ - 4766, - 4834 - ], - [ - 4834, - 5158 - ], - [ - 5159, - 5594 - ], - [ - 5594, - 5665 - ], - [ - 5665, - 5716 - ], - [ - 5716, - 5858 - ], - [ - 5859, - 5875 - ], - [ - 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}, - "nda-5": { - "choice": "Entailment", - "spans": [ - 8, - 17, - 18, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 21, - 22, - 23, - 24, - 46, - 47, - 48, - 49 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.mccc.edu/nursing/documents/FormEConfidentialityandNon.pdf" - }, - { - "id": 114, - "file_name": "GSAOP0309-Non-disclosure-agreement.pdf", - "text": "CONFIDENTIALITY AGREEMENT\nConcerning the release and use of confidential information in the frame of procurement procedure No. GSA/OP/03/09 \u2014 PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR)\nBy and between,\nThe European GNSS Supervisory Authority, hereinafter referred to as the \"GSA\", set up by Council Regulation (EC) No 1321/2004 of 12 July 2004 as amended by Council Regulation (EC) No. 1942/2006, located at:\n56, Rue de la Loi\nB-1049 Brussels\nBelgium\nRepresented, for the purpose of the signature of this confidentiality agreement, by Ms Heike WIELAND, Head of Legal Department\nand,\n_________________________________________ [official company name in full] hereinafter referred to as the \"Recipient\", whose Registered Office is at:\n____________________________ ____________________________ ____________________________ ____________________________ [official address in full]\nRepresented, for the purpose of the signature of this confidentiality agreement, by _____________________________________________________ [Title and name in full of company representative authorised to sign the Agreement and function].\nHereinafter individually referred to as the \"Party\" or collectively referred to as the \"Parties\"\n1 of 11\nPREAMBLE\nWHEREAS, the GSA has launched an open call for tenders for the provision of a PRS Operational Tool to Evaluate and Counteract Threats Originating from Radio-sources (PROTECTOR);\nWHEREAS, in order to assess the required effort, the Recipient needs to have access to the Confidential Information;\nWHEREAS, the Confidential Information is Classified up to EU RESTRICTED and any handling of such Confidential Information must be done in accordance with the terms of this Agreement and the security procedures specified by the authorities concerned;\nWHEREAS, the GSA is willing to provide access to the Confidential Information pursuant to the security procedures specified by the authorities concerned;\nWHEREAS, in consideration of the above, the Recipient expressly agrees to use the Confidential Information in accordance with the terms of this Agreement and pursuant to the security procedures specified by the authorities concerned.\nTHEREFORE, the Parties agree the following:\nArticle 1 \u2013 Definitions\nFor the purpose of this Agreement:\n\"Agreement\" shall refer to the present Confidentiality Agreement.\n\"Confidential Information\" shall refer to each or all documents listed in the annex to this Agreement.1\n\"Classified\" shall refer to the national or European Security classification of information (such as EU TOP SECRET, EU SECRET, EU CONFIDENTIAL and EU RESTRICTED).\n\"Purpose\" shall refer to the Recipient's participation in procurement procedure No. GSA/OP/03/09.\n\"Completion of the Purpose\" shall mean two months following publication of the award notice regarding call No. GSA/OP/03/09.\n\"Authorised Third Parties\" shall mean persons or entities other than the Recipient who are directly involved in the Purpose, who have a need to know the Confidential Information for the execution of their own tasks within the Purpose, and who the GSA has agreed in writing as being Authorised Third Parties.\nArticle 2 \u2013 Scope\n2.1 This Agreement sets forth the Recipient\u2019s obligations regarding access to, use, distribution, disclosure and protection of the Confidential Information provided by the GSA for the Purpose.\n2.2 Under this Agreement, the Recipient undertakes to use the Confidential Information solely for pursuing the Purpose in accordance with the terms of this Agreement.\n2.3 No provision of this Agreement shall be construed to be an obligation by either Party to disclose information to the other Party or to enter into further agreements with the other.\n1 For the purpose of this Agreement the expression \"Confidential Information\" does not make reference to the EU classification of documents. The Confidential Information may however include EU classified information. The exchange of classified information must respect the rules on the exchange of Classified information applied by the Parties.\nArticle 3 \u2013 Confidentiality and conditions of access to and use of the Confidential Information\n3.1 The Recipient undertakes to ensure that the access to, use, distribution, disclosure and protection of such information will comply with following conditions:\n3.1.1 The Confidential Information is supplied to the Recipient solely and exclusively for the Purpose. The Confidential Information cannot be used totally or partially, directly or indirectly, for any other purpose than that defined in Article 2.2 above, unless the GSA gives its prior written authorisation.\nIn any case, the Recipient and Authorised Third Parties shall not use the Confidential Information:\n(i) in a manner conflicting with the objectives of the European GNSS programmes;\n(ii) after Completion of the Purpose.\n3.1.2 The Recipient shall not copy, reproduce, duplicate, distribute, communicate or otherwise make available the Confidential Information, either in whole or in part, to persons or parties who are not Authorised Third Parties, unless the GSA gives its prior written authorisation.\n3.1.3 The Recipient shall keep the Confidential Information and any copies thereof secure by effective and reasonable means in such a way as to prevent unauthorised access.\n3.1.4 The Recipient will not object to an application for a patent filed by the GSA pleading want of novelty if it is due to:\n(i) receipt of information to be treated as confidential pursuant to this Agreement; or\n(ii) breach of this Agreement by the Recipient or an Authorised Third Party.\n3.1.5 Nothing contained in this Agreement shall be construed as granting any right, title or interest in the Confidential Information including any intellectual property right. The Recipient shall not itself, nor authorise Authorised Third Party or any third party to, write, publish or disseminate any description of the Confidential Information or elements of it, such as its structure or content for so long as it is bound by this Agreement.\n3.1.6 In the event that the Recipient becomes aware of any unauthorised use of the Confidential Information or of any unauthorised copy of the Confidential Information in the public domain or with third parties or of any unauthorised derivative work, it shall immediately inform the GSA.\n3.1.7 The Recipient shall only and exclusively provide access to the Confidential Information to the Authorised Third Parties which:\n(i) are duly informed of the commercial in confidence nature of such information; and\n(ii) observe confidentiality obligations equivalent to and equally onerous as all the confidentiality obligations stemming from this Agreement.\n3.1.8 The Recipient shall inform the GSA of the disclosure of Confidential Information to Authorised Third Parties and provide the GSA with an electronic copy of the signed confidentiality agreement between the Recipient and the Authorised Third Party.\n3.2 Any Confidential Information disclosed by the GSA under this Agreement being the subject of a national or European security classification shall be identified as such by the GSA at the time of disclosure. Disclosure, protection and use of such Confidential Information shall, in addition to the terms and conditions of this Agreement, be made pursuant to the security procedures specified by the authorities concerned.\nArticle 4 \u2013 Limitation on protection of the Confidential Information\nThe obligations contained in Article 3 are not applicable to information that the Recipient can demonstrate by written evidence:\n4.1 has come into the public domain prior to, or after, the date of receipt of the Confidential Information from the GSA through no fault or unauthorised act of the Recipient or an Authorised Third Party;\n4.2 was already lawfully developed or acquired by the Recipient at the date of receipt of the Confidential Information from the GSA;\n4.3 has been or is published without violation of this Agreement;\n4.4 was lawfully obtained by the Recipient without restriction and without breach of this Agreement from a third party, who is in lawful possession thereof, and under no obligation of confidence to the GSA;\n4.5 is disclosed pursuant to the request of a governmental or jurisdictional authority or is disclosed according to the law or regulations of any country with jurisdiction over the Recipient; in either case the Recipient, subject to possible constraints of such governmental or jurisdictional authority, shall immediately give the GSA a written notice of the above request and shall reasonably cooperate with the GSA in order to avoid or limit such disclosure;\n4.6 was disclosed and/or used without restriction pursuant to written authorisation from the GSA.\nArticle 5 \u2013 Return of Confidential Information\n5.1 If the Recipient fails to submit an offer, he must then return all documents provided by the GSA within two months following the deadline for the submission of offers.\n5.2 If the Recipient submits an offer but is not awarded the contract, he must return all documents provided by the GSA within two months following publication of the award notice.\n5.3 The Recipient shall use all reasonable endeavours to ensure that any Authorised Third Parties to whom the Recipient has supplied any Confidential Information return such Confidential Information and any copies made of them to the GSA within the applicable deadlines stipulated under Articles 5.1 and 5.2 above.\n5.4 Paragraphs 5.1 and 5.2 above shall not apply to the extent that the Recipient is required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial or governmental body.\nArticle 6 \u2013 Breach of obligations\nShould the Recipient or any Authorised Third Party breach any of its obligations of confidentiality under this Agreement and without prejudice to any right of the GSA to seek damages before the competent jurisdiction, the GSA may, by written notice to the Recipient, withdraw the right of the Recipient to use the Confidential Information for the Purpose.\nArticle 7 \u2013 Duration of this Agreement and protection of the Confidential Information\n7.1 This Agreement shall enter into force on the date of the last signature by the Parties and shall remain in effect until the Completion of the Purpose.\n7.2 The obligations imposed by Articles 2 and 3 above with respect to the access to, use, distribution, disclosure and protection of Confidential Information for pursuing the Purpose shall apply:\n\uf8e7 for ten years with regards to Confidential Information;\n\uf8e7 in accordance with the procedures and duration specified by\nthe authorities concerned with regards to Classified Confidential Information\nfrom the date of receipt of the Confidential Information by the Recipient, notwithstanding the Completion of the Purpose.\nArticle 8 \u2013 Communication of the Confidential Information\n8.1 The Confidential Information shall be sent by the GSA to the following person:\nTitle and full name\nFunction\nCompany name\nOfficial address in full\nTelephone number\nFax number\nEmail address\n8.2 The Recipient shall send any communication regarding the Confidentiality Agreement to the following address:\nMs Rachelle Antal\nLegal Officer\nEuropean GNSS Supervisory Authority\nRue de la Loi 56\nL-56, 07/18\nBE-1049 Brussels\nBelgium\nrachelle.antal@gsa.europa.eu\nFax: +32 (0)2 292 07 41\n8.3 In accordance with Articles 5.1 and 5.2 above, the Confidential Information shall be returned by the Recipient to the following person:\nMr Olivier Crop\nHead of Security Department\nEuropean GNSS Supervisory Authority\nRue de la Loi 56\nL-56, 07/85\nBE-1049 Brussels\nBelgium\nArticle 9 \u2013 Waiver, disclaimer and liability\n9.1 No failure or delay by the GSA in exercising any of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights.\n9.2 The Confidential Information is provided \"as is\" and the GSA disclaims all warranties of any kind relating to the Confidential Information, whether expressed or implied, including but not limited to, any implied warranty against infringement of third party property rights or as to merchantability or fitness for a particular purpose.\n9.3 The GSA will not be liable for any damages whatsoever including, but not limited to, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the Confidential Information.\nArticle 10 \u2013 Applicable law; Dispute\n10.1 This Agreement shall be governed and construed in accordance with the laws of Belgium.\n10.2 The Parties shall make their best efforts to settle amicably all disputes arising in connection with this Agreement.\n10.3 If such amicable settlement fails, the said dispute shall be finally settled by the European Court of Justice in accordance with its rules of procedure.\nArticle 11 \u2013 Final provisions\n11.1 The Parties shall bear their own costs incurred under or in connection with the present Agreement.\n11.2 This Agreement and the rights and obligations hereunder may not be transferred or assigned by the Recipient without the prior written approval of the GSA.\n11.3 This Agreement represents the entire understanding and agreement of the Parties with respect to the Confidential Information, as defined in Article 2 above, and supersedes and cancels any and all previous declarations, negotiations, commitments, communications either oral or written, approvals, agreements and confidentiality agreements between the Parties in respect thereto. Any rights and obligations which, by their nature, are to remain in effect beyond expiration or termination of such confidentiality agreements will survive.\n11.4 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other terms of this Agreement, nor the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement.\n11.5 No amendment or modification of this Agreement shall be binding or effective unless made in writing and signed on behalf of both Parties by their respective duly authorised representative.\nDone in two originals in the English language one for each Party, On behalf of _________________ [Company name]\nRead and agreed,\nOn _________________ [date], in ______________________\n________________ [Title, name in full, function], authorised representative of ________________ [Company name] for the signature of this Agreement\nOn behalf of the GSA Read and agreed,\nOn _________________, in _______________________\nMs Heike Wieland, Head of Legal Department, authorised representative of the GSA for the signature of this Agreement\nLIST OF CONFIDENTIAL INFORMATION\nThis list of Confidential Information can subsequently be enlarged by registered letter by the GSA.\nDocument Title Document Issue Classification\nReference\nRD7\nPRS Technologies Development D3800-2 0.0 RESTREINT UE\nPlan\nFinal Report on User interface D4600-2 1.0 RESTREINT UE\nEquipment Segmentation O3110-1 1.0 UNCLASSIFIES\nRefinement\nComparison with other O3120-1 1.0 RESTREINT UE\nTechnologies\nSecurity Modules O3210-2 0.2 RESTREINT UE\nAntennas and RF Front-end O3220 4.0 CONTROLLED\nTechniques and Technologies UNCLASSIFIED\nSignal Processing Techniques O3230-2 N/A RESTREINT UE\nand Technologies\nInterference and Jamming O3240-2 1.11 RESTREINT UE\nRobustness -Techniques and\nTechnologies draft Report\nJamming Simulations on Galileo O3240-3 1.0 RESTREINT UE\nL1 and E6 bands\nInitial Architecture O4100-1 1.0 RESTREINT UE\nRoadmap for the Exploitation of O4500-1 1.0 RESTREINT UE\nPRS\nRD8\nGNSS Security Centre Operator GSA 3SC 08- Draft 0.3 RESTREINT UE\nUser Requirements Document 12-06-05\nRD9\nPolicy for the Use and GSASS-T1- 1.2 RESTREINT UE\nManagement of PRS in Member GL-LOG-A-\nStates 0033\n", - 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Exchange Place, Tucker, Georgia 30084 and ______________________, (on behalf of yourself and, as a duly authorized representative, on behalf of your organization/employer) (\u201cRecipient\u201d). Hereinafter, GTC and Recipient may be referred to collectively as the \u201cParties\u201d.\nWHEREAS, Recipient has requested data used in conjunction with transmission studies conducted by GTC, including but not limited to System Impact Studies and/or Facilities Studies (\u201cTransmission Studies\u201d), which data contains critical energy infrastructure information (\u201cCEII\u201d), as defined by the regulations of the Federal Energy Regulatory Commission (\u201cFERC\u201d) in 18 C.F.R. \u00a7 388.113;\nWHEREAS, it is necessary for GTC to protect CEII from unauthorized disclosure.\nWHEREAS, the Parties agree that CEII disclosed to Recipient is Confidential Information, which must be protected from disclosure and unauthorized use;\nNOW THEREFORE, GTC presents to Recipient this Non-Disclosure Agreement as its conditional offer setting forth the terms and conditions of the Recipients access to Confidential Information, including CEII. Execution of this Non-Disclosure Agreement on behalf of Recipient and Recipient\u2019s organization constitutes acceptance of the offer, including and subject to its terms and conditions.\nI. Definitions\n \u201cConfidential Information\u201d is defined as: CEII made available through a restricted area within the GTC\u2019s OASIS website or otherwise furnished to you by GTC; (ii) new information created using such information and that contains CEII, such as any copies, summaries, diagrams, notes, calculations, recommendations, evaluations, opinions, reports and/or conclusions or other similar materials prepared from or based upon the Confidential Information, including any such information that has been stored electronically (\u201cDerivative Information\u201d); and (iii) any information you know or reasonably should know to be CEII that is furnished and/or made available to you by GTC in connection with this Non-Disclosure Agreement. Confidential Information would include, but would not be limited to, load flow base case models and/or stability models, designs, formulae, processes, models, photographs, plans, drawings, schematics, sketches, samples, equipment, equipment performance reports, GTC bidders\u2019 lists, pricing information, studies, reports, findings, inventions, ideas, specifications, parts lists, technical data, data bases, computer programs, except those computer programs proprietary to Recipient, flow charts, algorithms, information regarding GTC\u2019s executives and employees, and other business and technical information which are used for purposes of any project performed by GTC for Recipient. \u201cConfidential Information\u201d shall also include any other information, document or thing that GTC marks or labels as \u201cConfidential.\u201d\nII. Purpose\nRecipient desires access to information of a proprietary and confidential nature relating to (describe CEII and Confidential Information requested) __________________ ________________________________________________________________________ for the intend use (describe): ________________________________________________ ________________________________________________________________________\nIII. Non-Disclosure\nRecipient must hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, de-compile, disassemble, or transfer, in any form, by any means, or for any purpose, the Confidential Information or any portion of it. Recipient must ensure that the Confidential Information is maintained by it in confidence in a manner so as to ensure that it will not be viewed or taken by any unauthorized person or further disclosed in a manner not authorized in this Agreement.\nRecipient may disclose the Confidential Information solely to:\n(a) those individuals within your organization who (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non-Disclosure Agreement. Additional persons employed by your organization may execute this Agreement using the form set forth in Appendix A\n (b) personnel hired by you for help and/or advice, such as business consultants, lawyers, and/or accountants, if those personnel (i) have individually requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have individually executed this Non Disclosure Agreement. Such personnel must execute this Agreement in the form set forth in Appendix B.\nAs described above, you may exercise your right of access to Confidential Information only through individuals who: (i) have requested access to Confidential Information from GTC and have been granted such access; (ii) need to know the information to do their jobs; (iii) have been advised of the duty of non-disclosure; and (iv) have executed this Non Disclosure Agreement by providing a signed copy of Appendix A or Appendix B to GTC. You agree to keep an updated list of such individuals and to ensure that only those individuals have access to Confidential Information.\nIV. Standard of Care Confidential Information shall be maintained by Recipient in a secure place. Access to those materials shall be limited to other Recipients of the identical material. Recipients may make copies of Confidential Information, but such copies become Confidential Information and subject to these same procedures. Recipients may make notes of Confidential Information which shall be treated as Confidential Information notes if they contain Confidential Information.\nV. Use of Confidential Information\nThe Recipient will not knowingly use Confidential Information for an illegal or non-legitimate purpose.\nThe Recipient of CEII may use CEII as foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is an approved Recipient of the same CEII.\nThe Recipient agrees that you will only use Confidential Information solely for the purpose as stated in Section II. You may not use Confidential Information for any other purpose.\nVI. Property Rights\nConfidential Information is and at all times remains the property of GTC. Confidential Information disclosed in connection with any work performed for GTC may be used only as permitted by this Non-Disclosure Agreement, and GTC does not convey any proprietary right or license, whether implied or otherwise, except as may be expressly granted in this Non-Disclosure Agreement.\nVII. Exceptions\nThe obligations imposed on either party herein shall not apply to Confidential Information which:\nA. Is made public by GTC or which otherwise becomes part of the public domain through no wrongful act, fault or negligence on the part of the Recipient or its employees;\nB. The Recipient can reasonably demonstrate is already in the Recipient\u2019s possession as a result of matters unrelated to the Project and not subject to an agreement of confidentiality;\nC. Is received from a third party without restriction and without breach of an agreement with GTC;\nD. Is independently developed by the Recipient without reliance upon and not as result of information received in connection with any work performed for GTC, or any Confidential information received, as evidenced by the Recipient\u2019s written records;\nE. Is independently developed by the Recipient for purposes unrelated to the Project, as evidenced by the Recipient\u2019s written records; or\nF. The Recipient is required to disclose pursuant to a valid order of a court, governmental body or regulatory agency, provided that to the extent it may lawfully do so, the Recipient shall first have given written notice to GTC and given GTC a reasonable opportunity to interpose an objection or obtain a protective order, and to cooperate with GTC in taking steps to restrict or narrow the information you must disclose.\nVIII. Return of Confidential Information\nGTC may revoke your access to Confidential Information at any time, with or without notice.\nRecipient shall return all originals, copies, reproductions and summaries of Confidential Information at GTC\u2019s request or, at GTC\u2019s option, certify destruction of the same within fifteen (15) days of a written request by GTC. Within such time period, each Recipient, if requested to do so, shall also submit to the GTC an affidavit stating that, to the best of his or her knowledge, all Confidential Information has been returned or destroyed and that Confidential Information notes have either been returned or destroyed.\nIX. Injunctive Relief\nIn the event of a breach or threatened breach or intended breach of this Non-Disclosure Agreement by Recipient, GTC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.\nX. Governing Law\nThe laws of the State of Georgia govern the validity, construction, and performance of this Non-Disclosure Agreement and suit may be brought in Georgia to enforce the terms of this Non-Disclosure Agreement.\nXI. Term\nThis Non-Disclosure Agreement shall expire on three (3) calendar years from December 31 of the year in which you execute this Non-Disclosure Agreement; provided, however, that notwithstanding the termination of this Non-Disclosure Agreement, the confidentiality obligations and covenants of this Non-Disclosure Agreement will survive indefinitely and shall not terminate, or else shall remain in effect as long as permitted by law. GTC may revoke your access to Confidential Information at any time, with or without notice. GTC may extend the term of this Non-Disclosure Agreement in its sole discretion.\nXII. Other Provisions\nIf any part of the Agreement is found to be invalid or unenforceable, the rest of the Agreement will still remain effective.\nGTC may exercise its rights under this Agreement at any time, even if they delayed doing so or failed to do so in the past.\nAll Confidential Information is provided \u201cas is\u201d and with all faults. GTC shall not be liable for the accuracy or completeness of Confidential Information.\nGTC is not responsible for Recipient\u2019s use of Confidential Information. Recipient agrees to hold GTC harmless and indemnify them for any and all damages and liabilities arising from any action you may take with respect to Confidential Information.\nRecipient acknowledges that GTC is not responsible or liable for any other entity\u2019s designation of information as CEII, including any improper designation.\nThis is the entire agreement between the Parties concerning the duty of non-disclosure of Confidential Information. No modification or waiver of any part of this Non-Disclosure Agreement is legally enforceable unless the Parties have agreed in writing.\nThe duly authorized representatives of the Parties have executed this Non Disclosure Agreement to be Effective Date indicated on the first page above.\nRecipient: ___________________________\n (Signature)\nName (Printed): ___________________________\nTitle: ____________________________\nOrganization: _____________________________\nAddress: ____________________________\n____________________________\n____________________________\nTelephone: ____________________________\nE-mail: ____________________________\nGeorgia Transmission Corporation (An Electric Membership Corporation):\nSignature: _______________________________\nName (Printed): __________________________\nTitle: __________________________\nAPPENDIX A\nI am employed by _________________________ (Organization), an organization that has executed this Non-Disclosure Agreement. I have read the entire Non-Disclosure Agreement. I understand that I may not disclose Confidential Information to anyone, in any way, except as authorized by the Non-Disclosure Agreement. I agree to be bound by this duty and all other duties and obligations imposed by this Non-Disclosure Agreement.\nAGREED AND EXECUTED by (attach additional sheets as necessary):\nSignature: Signature:\nName: Name:\nOrganization: Organization:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nSignature: Signature:\nName: Name:\nOrganization: Organization:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nSignature: Signature:\nName: Name:\nOrganization: Organization:\nAddress: Address:\nTelephone: Telephone:\nE-mail: E-mail:\nDate: Date:\nAPPENDIX B\nI am employed by _________________________ (Consultant), which has been retained by _________________________ (Organization). 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"choice": "Entailment", - "spans": [ - 67 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 61, - 64 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 28, - 29, - 30, - 31, - 32, - 33 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 55, - 56 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.oatioasis.com/GTC/GTCdocs/GTC_CEII_Non_Disclosure_Agmt_05111_revised.pdf" - }, - { - "id": 116, - "file_name": "Geheimhaltungsvereinbarung_Abschlussarbeiten_HFU_englisch.pdf", - "text": "Non-Disclosure Agreement\nbetween the company\n\u2013 in the following referred to as \u201cthe company\u201d\nand\nFurtwangen University\nrepresented by its President:\nrepresented by the Dean:\n\u2013 in the following referred to as \u201cthe university\u201d \u2013\nFurtwangen University student is planning to complete their thesis with the company; the thesis topic includes practical applications within the company. In order to work on this topic as well as to supervise and evaluate the work, the contracting parties may have to share and exchange confidential information regarding their institutions. For the contracting parties\u2019 protection, such information shall be subject to confidentiality. This agreement is exclusively concerned with the cooperation concerning the thesis as defined. The cooperation is based on mutual trust; disagreements will be settled amicably.\n\u00a7 1 Prohibited Actions\nThe contracting parties mutually agree not to make available to third parties without prior consent any confidential information which was made available to them during the duration of this agreement by the student or the contractual partner. In accordance with \u00a715AktG, related companies count as third parties.\n\u00a7 2 Definition\n(1) Confidential information for purposes of this agreement is any such information as\n1. Confidential information for purposes of this agreement is any such information as\n2. is defined by \u00a7 3 b LwVfG BW as one of the company and business secrets protected or\n3. is subject to banking confidentiality, data protection or any other legal obligation to confidentiality\nIn any other respect, paragraph 3 shall apply to the graded assessment.\n(2) The duty of confidentiality does not apply when and in as far as the contracting party in receipt of information can show that\n1. the information in question is publicly available or\n2. the information in question has come to the receiving party\u2019s attention in another way which did not infringe any duty of confidentiality or\n3. the information in question has been developed by the receiving party\u2019s staff independently without such information having been made available to them or\n4. the party who disclosed the information has waived their right to confidentiality with regard to the information in question in writing\n\u00a7 3 Graded Assessment\nThe graded assessment submitted is not confidential information. Where the author has clearly marked the graded assessment\u2019s cover page with a lock flag (\u201cSperrvermerk\u201d), the university, following the completion of the assessment procedure, will store the work in a proper and protected place.\n\u00a7 4 Permission\n(1) The university is permitted to handle confidential information in such a way and to such an extent as is necessary and usual to execute the cooperation; this included photocopying. In particular, the university is permitted to reveal confidential information to third parties in as far as this is necessary to allow for the proper performance of the assessment process. The proper performance of the assessment process includes all steps of the process including legal proceeding to object to assessment decision and an examination for plagiarism; the relevant examination and legal regulations apply. To clarify, this agreement negates neither the student\u2019s nor the university\u2019s duties under the examination regulations or university law.\n(2) The receiving party is permitted to disclose any information in as far as it is their legal or official duty to do so..\n\u00a7 5 Liability\nThe contracting parties agree to handle any confidential information they receive with the same care they would extend to similar information of their own in order to protect it from unauthorised disclosure or use. The extent of the liability for breaches of this confidentiality agreement as well resulting loss is limited to foreseeable loss.\n\u00a7 6 Property Rights\nThis agreement does not confer any rights, in particular property, licencing or replication rights, rights of use or any other commercial protected rights or options between the parties. A party making information available to the other, reserves the right to register its own protective rights with regard to the subject of such information.\n\u00a7 7 Coming into Force and Duration\nThe agreement comes into force at such time as the last party signs the agreement. Any duties under this agreement seize to exist five years after the coming into force thereof.\n\u00a7 8 Legal Relationships Existing Outside this Agreement\nNo employment or similar contract exists between the university and the student but a relationship governed by examination regulations. Thus the university does not have the right to impose a duty of confidentiality upon the student. The university is not liable for the student\u2019s compliance with any bilateral confidentiality agreements between student and company.\n\u00a7 9 Other\nOral agreement will be considered null and void. Any additions or amendments to this contract have to be in writing. The formal requirement can only be waived in writing. Only German law applies.\nPlace, Date Pace, Date\nFurtwangen University, Stamp, Company, Stamp,\nSignature Dean Signature Company Representative\nNoted and agreed:\nPlace, Date Place, Date\nSignature Thesis Supervisor if applicable: Signature 2nd HFU-Supervisor\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 44 - ], - [ - 45, - 92 - ], - [ - 93, - 96 - ], - [ - 97, - 118 - ], - [ - 119, - 148 - ], - [ - 149, - 173 - ], - [ - 174, - 226 - ], - [ - 227, - 381 - ], - [ - 381, - 569 - ], - [ - 569, - 664 - ], - [ - 664, - 759 - ], - [ - 759, - 840 - ], - [ - 841, - 863 - ], - [ - 864, - 1107 - ], - [ - 1107, - 1176 - ], - [ - 1177, - 1191 - ], - [ - 1192, - 1278 - ], - [ - 1279, - 1364 - ], - [ - 1365, - 1452 - ], - [ - 1453, - 1559 - ], - [ - 1560, - 1631 - ], - [ - 1632, - 1762 - ], - [ - 1763, - 1818 - ], - [ - 1819, - 1962 - ], - [ - 1963, - 2120 - ], - [ - 2121, - 2259 - ], - [ - 2260, - 2281 - ], - [ - 2282, - 2347 - ], - [ - 2347, - 2575 - ], - [ - 2576, - 2590 - ], - [ - 2591, - 2776 - ], - [ - 2776, - 2965 - ], - [ - 2965, - 3197 - ], - [ - 3197, - 3334 - ], - [ - 3335, - 3458 - ], - [ - 3459, - 3472 - ], - [ - 3473, - 3688 - ], - [ - 3688, - 3817 - ], - [ - 3818, - 3837 - ], - [ - 3838, - 4025 - ], - [ - 4025, - 4180 - ], - [ - 4181, - 4215 - ], - [ - 4216, - 4299 - ], - [ - 4299, - 4393 - ], - [ - 4394, - 4418 - ], - [ - 4418, - 4449 - ], - [ - 4450, - 4586 - ], - [ - 4586, - 4684 - ], - [ - 4684, - 4816 - ], - [ - 4817, - 4826 - ], - [ - 4827, - 4876 - ], - [ - 4876, - 4944 - ], - [ - 4944, - 4998 - ], - [ - 4998, - 5022 - ], - [ - 5023, - 5045 - ], - [ - 5046, - 5091 - ], - [ - 5092, - 5139 - ], - [ - 5140, - 5157 - ], - [ - 5158, - 5181 - ], - [ - 5182, - 5253 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 18, - 20 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 25 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.hs-furtwangen.de/fileadmin/Redaktion/Share/Formulare/Geheimhaltungsvereinbarung_Abschlussarbeiten_HFU_englisch.pdf" - }, - { - "id": 118, - "file_name": "GreenStorm%20NDCSC.pdf", - "text": "MUTUAL NON-DISCLOSURE, NON-CIRCUMVENTION, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT\nBETWEEN:\nGreenStorm Solutions Pty Ltd\n34 Astoria Cct, Maroubra, NSW, 2035, Australia\nPhone: +614 1849 2462, Fax: +612 9344 4964,\nEmail: dave@greenstorm.com.au\nand associated entities\n(hereafter jointly referred to as \u201cParty-1\u201d)\nAND;\n____________________________________________\nFull Name of Person (BLOCK LETTERS)\n____________________________________________\nFull Name of Company (BLOCK LETTERS)\n____________________________________________\nFull Street and Postal Address (BLOCK LETTERS)\n____________________ ___________________\nTelephone Number Fax Number\n____________________________________________\nEmail address\nPlus all of subsidiaries and associated entities\n(hereafter jointly referred to as the \u201cParty-2\u201d)\n1. PURPOSE OF THIS AGREEMENT\nThe Parties to this Agreement desire to engage in discussions regarding present and/or potential future business relationships. This Agreement combines a non-disclosure, a non-circumvention, non-solicitation and non-competition agreement. The Parties intend to engage in substantive discussions and sharing of confidential information regarding certain new and useful business opportunities, business contacts, trade secrets, business entity formation and structuring.\nIn connection with these discussions, it may be necessary and/or desirable for the Parties to provide the other with, or allow access to, proprietary, technical, or business data, and/or other confidential information (collectively the \"Confidential Information\"). Therefore, the Parties hereby agree that they are bound by an obligation of confidentiality.\nThe Parties both believe, and hereby agree, that Confidential Information has significant commercial value that would be diminished by unauthorized disclosure. Accordingly, the commitments of confidentiality in this Agreement are a condition to the Parties\u2019 willingness to engage in the contemplated business discussions and planning.\nThe Parties agree that they shall not use any advantages derivable from such information in its own business or affairs, unless the same is done pursuant to a new agreement with all other signatories to this document. Each signing party shall be held responsible and liable in case of a breach of this Agreement both in a professional and personal capacity.\n2. CONFIDENTIAL INFORMATION\nConfidential Information shall be defined as any information specifically identified as \u201cConfidential\u201d prior to disclosure to the other Party. This identification shall be by way of formal correspondence (letter, fax or email) addressed to the other Party outlining the proposed information to be disclosed (without giving specific details), requesting the receiving Party to recognise this as Confidential Information and therefore being bound by this Agreement. The receiving Party has the right to accept the information under this Agreement or to decline the information in which case it will not be provided.\n3. OBLIGATION OF CONFIDENTIALITY\nThe Parties agree that when receipt of any Confidential Information has occurred:\n3a. The receiving Party shall not disclose or communicate Confidential Information to any third party, except as herein provided. The receiving Party shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that the receiving Party uses for its most crucial proprietary and trade secret information.\n3b. The receiving Party shall reasonably protect the Confidential Information with not less than the same degree of care exercised by its own personnel to protect its own, or publication of its own, most valuable confidential and proprietary information.\n4. OBLIGATION OF NON-COMPETITION\nThe non-competition provisions of this Agreement are an essential and material part of the total agreement, by which the Parties agree they shall not use any advantages derivable from such confidential information in their own business or affairs, unless the same is done pursuant to a new agreement executed by all signatories to this document.\n5. NON-CIRCUMVENTION\nThe Parties hereby agree on behalf of themselves, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to the other Party of profits, fees or other amounts, without the specific written approval of the other Party.\n6. NO REPRESENTATIONS\nThe Parties both understand that each Party makes no representation or warranty as to the accuracy or completeness of the information it provides. The Parties both agree that neither Party, nor any of its advisers, representatives, agents, or employees shall be held liable for utilization of Confidential Information which results from the other Party\u2019s use of said information.\n7. TERM\nThis Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of seven years from the date signed and executed by all parties, with the effective date being the date on which the final signature is affixed hereto.\n8. JURISDICTION\nThe jurisdiction for this Agreement is global and worldwide. Should either Party assert that a violation has occurred; the asserting Party shall be entitled to take action to remedy the violation in the locale and/or legal jurisdiction in which the violation occurred, and/or in any other locale or jurisdiction(s) which is appropriate, in the opinion of the asserting Party and their counsel.\n9. MISCELLANEOUS\n9a. As used in this Agreement, the following terms shall have the following meanings: \"Agents or employees\u201d include the directors, officers and employees of any of the parties. It also includes any corporation, partnership, association, business trust, contractual organization, group, or other entity of which either Party is a member, officer, director, agent, trustee, beneficiary, or has a position similar to the aforementioned.\n9b. No right of license, either express or implied, under any patent, copyright, trade secret or other intellectual property right is granted hereunder.\n9c. No agency or partnership relationship is created between the Parties by this Agreement.\n9d. No Party has an obligation under this Agreement to purchase any service or item from the other Party, or to offer any service or item for sale to the other Party and that any agreement to have a business relationship between the parties will exist only when such agreement is in writing and duly executed by all the Parties hereto.\n9e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in writing and signed by all Parties. However, the failure of a Party to insist on full compliance with any provisions of this Agreement in a particular instance shall not preclude it from requiring full compliance thereafter.\n9f. This Agreement is made and shall be governed and construed in accordance with the laws of the jurisdiction under which the respective companies are located, or any other applicable jurisdiction. The proper venue for any action arising from or in connection with the interpretation or enforcement of this Agreement shall be decided by the claiming Party.\n9g. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be deemed severable. If any Party hereto incurs legal fees, if a legal action is instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief for breach of this Agreement, it is agreed that the successful or prevailing parties shall be entitled to reasonable attorney fees and other costs in addition to any other relief to which it or they may be entitled.\nThis Agreement constitutes the entire understanding between all the Parties and supersedes all previous understandings, agreements, communications and representations, whether written or oral, concerning the discussions by and between the Parties hereto and the Confidential Information.\n10. MUTUALITY\nTo the extent that confidential information is disseminated or exchanged by both parties, such information shall be confidential as to both Parties.\n11. NON-SOLICITATION\nThe Parties hereby confirm that neither they nor anyone on their behalf or anyone else has solicited in any way, and no document received or that will be received shall be deemed to be a solicitation. Additionally, both Parties confirm that there has not been any offer to buy or sell securities and that this or any other document from either Party is not intended to be an offer to buy or sell securities.\n12. BASIS OF INFORMATION AND MANAGEMENT ACTIONS\nThe Parties acknowledge that the other Party obtains a wide variety of available information from numerous sources, and the recommendations, advice or business actions developed or carried out by each Party are based upon the professional judgment of the respective Party, its employees, representatives, underwriters, and agents. The Parties acknowledges that the other Party does not guarantee the results of any of its business actions, except as required under the terms of this Agreement. The Parties also acknowledges that the other Party\u2019s, management, employees, underwriters, and agents are not acting in any form of Fiduciary Duty to the other Party. Both Parties agree to seek out licensed professionals in the areas of legal, professional, and financial prior to making any financial decision, where appropriate.\n13 LEGAL/PENALTY NOTICE\nBy signing this agreement the Parties agree that they/their companies and/or any of their related entities will be sought after immediately for injunctive relief for violating this agreement. The signing parties can be held personally liable. By signing below this Agreement becomes fully binding and enforceable.\n14. 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THE OBLIGATION RESTS WITH THE VENDOR TO ENSURE THAT ALL PERSONS (NATURAL AND LEGAL) GIVEN ACCESS TO CONFIDENTIAL INFORMATION AND SITE\u2019S (OPERATIONS AND ADMINISTRATIVE FACILITIES), COMPLETE AND FORWARD A COPY OF THIS DOCUMENT TO GRINDROD SA\u2019S HEAD OF PROCUREMENT.\nDefinitions\n1.1 \u201cConfidential Information\u201d means; all technical, commercial, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans business or personnel information disclosed or otherwise made available in any format and/or physical manner by Grindrod SA or becoming available, before, during and/or after the execution of an interaction, duty or obligation including all information that makes itself known to the Vendor or comes into being as a result of the rendering, production and/or delivery of an agreement/understanding/request for quotation/contract or Purchase Order, or any other interaction. Confidential Information shall also include any other information that is marked as \"Confidential\" or should reasonably be considered confidential Confidential Information excludes information which is already in the possession, or under the control of the Vendor otherwise than as a result of having been disclosed by Grindrod SA to the Vendor or as a result of the preparation and execution of a proposal or any other interaction with Grindrod SA. Confidential Information also excludes information in the public domain for a reason, other than a breach of this Confidentiality and Non-Disclosure Undertaking, with any party, or independently developed by the Vendor without reference to information provided by, Grindrod SA;\n1.2 \u201cDeliverables\u201d means the physical goods, to be supplied and/ or services rendered in terms of the Order ;and shall include any activity, work and/or services to be rendered in conjunction with the Delivery of goods and vice versa;\n1.3 \u201cDelivery\u201d means the completion and/or Delivery of Deliverables in a condition and place acceptable to the Buyer, Acceptance of the Deliverables is not considered to have taken place until payment has been effected.\n1.4 \u201cGrindrod SA\u201d means Grindrod (South Africa) Proprietary Limited (registration number: 1933/004726/07), a limited liability private company duly incorporated and registered in accordance with the laws of the Republic of South Africa;\n1.5 \u201cPurchase Order\u201d means the purchase order placed for deliverables;\nThe Vendor and Grindrod SA agree that;\n1. The Vendor and Grindrod SA have entered into an agreement / understanding / request for quotation / contract / order or any interaction of whatsoever nature, under which the Vendor may be required to quote on and / or render Deliverables to Grindrod SA and/or Grindrod SA shall be obliged to disclose or otherwise make available to the Vendor, Confidential Information.\n2. The Parties are aware that Confidential Information may be disclosed or otherwise be made accessible to the Vendor for the purpose of the Vendor fulfilling its obligations / promises or duties arising from the Agreement / understanding / Request for Quotation / Contract or Purchase Order agreed to and accepted by the Vendor.\n3. For the purposes of this Confidentiality and Non-Disclosure Undertaking, The Vendor undertakes;\n 3.1. to use such Confidential Information only for purposes of performing as required in terms of its obligations / promises or duties arising out of the Agreement / understanding /Request for Quotation / Contract or Purchase Order and for no other purpose whatsoever,\n 3.2. to hold any such Confidential Information in strict confidence and under proper and reasonable physical security,\n 3.3. not to disclose such Confidential Information to any person without the prior written authorization from Grindrod SA,\n 3.4. to, if the Vendor is in doubt concerning the confidentiality of any information or whether the Vendor is authorized to disclose it to any person, request and abide by any written ruling given by Grindrod SA,\n 3.5. to bring to the attention of Grindrod SA, in writing, any abuse or unauthorized disclosure of such Confidential Information of which the Vendor becomes aware,\n 3.6 that the provisions of this Confidentiality and Non-Disclosure Undertaking shall survive the termination or expiration of any Agreement / understanding / Request for Quotation / Contract / Purchase Order or any interaction, with Grindrod SA, of whatsoever nature.\nSigned at this day of 2016\n(For and on behalf of the Vendor)\nSignature, name and position:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nSigned at this day of 2016\n(For and on behalf of Grindrod SA)\nSignature, name and position:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n", - "spans": [ - [ - 0, - 46 - ], - [ - 47, - 208 - ], - [ - 208, - 258 - ], - [ - 259, - 482 - ], - [ - 482, - 566 - ], - [ - 566, - 744 - ], - [ - 745, - 756 - ], - [ - 757, - 1492 - ], - [ - 1492, - 1942 - ], - [ - 1942, - 2219 - ], - [ - 2220, - 2454 - ], - [ - 2455, - 2674 - ], - [ - 2675, - 2911 - ], - [ - 2912, - 2982 - ], - [ - 2983, - 3021 - ], - [ - 3022, - 3394 - ], - [ - 3395, - 3724 - ], - [ - 3725, - 3823 - ], - [ - 3824, - 3825 - ], - [ - 3825, - 4093 - ], - [ - 4094, - 4095 - ], - [ - 4095, - 4213 - ], - [ - 4214, - 4215 - ], - [ - 4215, - 4337 - ], - [ - 4338, - 4339 - ], - [ - 4339, - 4551 - ], - [ - 4552, - 4553 - ], - [ - 4553, - 4716 - ], - [ - 4717, - 4718 - ], - [ - 4718, - 4985 - ], - [ - 4986, - 5012 - ], - [ - 5013, - 5046 - ], - [ - 5047, - 5076 - ], - [ - 5077, - 5136 - ], - [ - 5137, - 5163 - ], - [ - 5164, - 5198 - ], - [ - 5199, - 5228 - ], - [ - 5229, - 5288 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 17, - 29 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 17, - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Contradiction", - "spans": [ - 17, - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.grindrod.com/Uploads/Grindrod%20SA%20Confidentiality%20and%20Non-Disclosure%20Undertaking.pdf" - }, - { - "id": 120, - "file_name": "HALO-NDA.pdf", - "text": "NON DISCLOSURE AGREEMENT\nHALO Electronics, Inc. Proprietary Products\nThis Non-Disclosure Agreement is made and entered into by and between HALO Electronics, Inc. (\u201cHALO\u201d), located at 2933 Bunker Hill Lane, Suite 200, Santa Clara, CA 95054, USA and the party named below and its subsidiaries and affiliates: __________________________________________________________________(\u201cRECIPIENT\u201d) located at _________________________________________________________________________________________.\n1. CONFIDENTIAL INFORMATION. HALO Agrees to transmit to RECIPIENT confidential information for evaluation purposes only. Confidential information is defined as information of any kind which is disclosed in oral, written, graphic, machine recognizable, and/or sample form, and which is not excluded from any obligation of confidentiality by section 3 below. HALO will limit the confidential information disclosed to the following subject matter if requested by recipient:\nInformation regarding HALO proprietary magnetics, semiconductors, and/or modular devices, including, but not limited to the details of overall circuitry, physical dimensions, construction philosophy, and cost.\n2. PERIOD OF CONFIDENTIALITY. RECIPIENT agrees that for a period of five (5) years from the effective date of this Agreement, RECIPIENT will not disseminate the confidential information except to it\u2019s employees who will be directly involved in the evaluation of the information, and furthermore RECIPIENT will use the same degree of care (but in no event less than reasonable care) to avoid disclosure or unauthorized use of such information as RECIPIENT employs with respect to confidential information of its own.\n3. NON-CONFIDENTIAL INFORMATION. RECIPIENT shall have no obligation with respect to disclosure and use of information to the extent such information:\nA. is or becomes generally available to the public other than as a consequence of a breach of an obligation of confidentiality to HALO; or\nB. is made public by HALO; or\nC. is independently developed by RECIPIENT; or\nD. is received from a third party independent of HALO without breaching an obligation of confidentiality; or\nE. is required to be disclosed by the operation of law.\n4. OWNERSHIP OF INFORMATION. All information furnished to RECIPIENT by HALO shall, unless otherwise specified in writing by HALO, remain the property of HALO; and the written information, and any copies thereof, shall be promptly returned to HALO upon its written or destroyed by RECIPIENT at HALO\u2019s option.\n5. NO LICENSE OR PATENT RIGHTS. Nothing contained in this Agreement shall be construed as granting any license or right to RECIPIENT by HALO under any patent of the United States or a foreign country or otherwise (except for the evaluation purposes indicated above).\n6. REMEDIES. RECIPIENT recognizes that the remedy at law for any breach of its obligation under this Agreement will be inadequate, and hence, RECIPIENT agrees that HALO shall be entitled to equitable remedies, including injunction, in the event of breach by RECIPIENT.\n7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws (excluding the laws of conflict of laws) of the State of California.\nEFFECTIVE DATE: __________________, 20__\nHALO Electronics, Inc. RECIPIENT (Company):_______________________\nBy:_______________________________________ By:_________________________________________\n(Authorized Signature) (Authorized Signature)\nName (Printed):____________________________ Name (Printed):______________________________\nTitle:______________________________________ Title:_______________________________________\nDate:_____________________________________ Date:_______________________________________\nAddress for formal notices: Address for formal notices:\nHALO Electronics, Inc. ____________________________________________\n2933 Bunker Hill Lane, Suite 200 (Company Name)\nSanta Clara, CA 95054\n____________________________________________\n(Street Address)\n____________________________________________\n(City, State, Zip Code)\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 68 - ], - [ - 69, - 89 - ], - [ - 89, - 307 - ], - [ - 307, - 398 - ], - [ - 398, - 488 - ], - [ - 489, - 518 - ], - [ - 518, - 610 - ], - [ - 610, - 846 - ], - [ - 846, - 959 - ], - [ - 960, - 1169 - ], - [ - 1170, - 1200 - ], - [ - 1200, - 1685 - ], - [ - 1686, - 1719 - ], - [ - 1719, - 1835 - ], - [ - 1836, - 1974 - ], - [ - 1975, - 2004 - ], - [ - 2005, - 2051 - ], - [ - 2052, - 2160 - ], - [ - 2161, - 2216 - ], - [ - 2217, - 2246 - ], - [ - 2246, - 2524 - ], - [ - 2525, - 2557 - ], - [ - 2557, - 2791 - ], - [ - 2792, - 2805 - ], - [ - 2805, - 3060 - ], - [ - 3061, - 3079 - ], - [ - 3079, - 3225 - ], - [ - 3226, - 3236 - ], - [ - 3236, - 3242 - ], - [ - 3242, - 3266 - ], - [ - 3267, - 3333 - ], - [ - 3334, - 3377 - ], - [ - 3377, - 3421 - ], - [ - 3422, - 3467 - ], - [ - 3468, - 3512 - ], - [ - 3512, - 3557 - ], - [ - 3558, - 3603 - ], - [ - 3603, - 3648 - ], - [ - 3649, - 3692 - ], - [ - 3692, - 3736 - ], - [ - 3737, - 3792 - ], - [ - 3793, - 3798 - ], - [ - 3798, - 3816 - ], - [ - 3816, - 3860 - ], - [ - 3861, - 3866 - ], - [ - 3866, - 3908 - ], - [ - 3909, - 3930 - ], - [ - 3931, - 3975 - ], - [ - 3976, - 3992 - ], - [ - 3993, - 4037 - ], - [ - 4038, - 4061 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21, - 23 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 17 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.haloelectronics.com/pdf/HALO-NDA.pdf" - }, - { - "id": 121, - "file_name": "eulerhermes-nda.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made by and between Euler Hermes North America Insurance Company (\u201cEuler Hermes\u201d) 800 Red Brook Boulevard, Owings Mills, Maryland 21117 and [Company Name] [company address/city/state/zip/country] (\u201cCompany\u201d).\nWHEREAS, the Company has expressed a willingness to furnish to Euler Hermes and its Affiliates certain confidential financial statements and other financial information relating to the affairs of the Company, whether submitted in oral, written, magnetic, electronic, or other form and regardless of whether expressly identified as confidential (\u201cConfidential Information\u201d). The Confidential Information may be used only for the following purposes (\u201cPurpose\u201d):\na. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to the Company;\nb. evaluation for the issuance of policies of credit insurance or bonding or issuance of an EH grade to Euler Hermes\u2019 customers; and/or\nc. evaluation of other new or existing credit insurance, bonding, grade, or other insurance business lines carried out by Euler Hermes or its Affiliates;\nWHEREAS \u201cAffiliates\u201d shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with Euler Hermes, where control means the legal power to direct or cause the direction of the general management of the company, partnership, or other legal entity; and\nWHEREAS, the parties agree that the Confidential Information is confidential in nature and further agree that it is necessary for Euler Hermes and its Affiliates to obtain, review, and examine the Confidential Information for the purposes described above;\nTHEREFORE, in consideration of mutual promises and covenants, the parties agree as follows:\n1. Euler Hermes shall keep the Confidential Information confidential and may disclose the Confidential Information only to its Affiliates, employees, contractors, or consultants for the Purpose described above and no other purpose. Euler Hermes shall be liable for any breach of confidentiality by any Affiliate, employee, contractor, or consultant.\n2. Euler Hermes shall protect the Confidential Information from disclosure to any firm or individual other than as authorized in paragraph 1, above, by using the same degree of care, but no less than reasonable care, that it uses to protect its own confidential information of a similar nature. Euler Hermes will instruct its Affiliates, employees, contractors, or consultants that may have access to the Confidential Information to keep it confidential in compliance with this Agreement.\n3. Notwithstanding markings or representations regarding confidentiality, it is specifically agreed that Euler Hermes shall have no obligation with respect to any part of the Confidential Information:\na. received by Euler Hermes on a non-confidential basis;\nb. received by Euler Hermes at any time from any source other than the Company that has no obligation regarding the confidentiality of the information;\nc. received as public information;\nd. made public or distributed by the Company as non-confidential information; or\ne. when Euler Hermes is required by law, order of a Court of competent jurisdiction, or other legal compulsion, to disclose the information, provided that Euler Hermes promptly notifies Company of such requirement, to the extent legally permissible, and Euler Hermes discloses only such part of the Confidential Information as is legally required to be disclosed.\n4. The Confidential Information shall at all times remain the property of Company, and Euler Hermes has no rights to the Confidential Information except as specified in this Agreement. Upon the Company\u2019s written request, Euler Hermes shall promptly return to the Company or destroy the Confidential Information in its possession but may retain copies of any and all notes, analyses, references, or other material prepared by Euler Hermes that incorporates any of the Confidential Information, which shall remain subject to the confidentiality obligations of this Agreement, nothwithstanding Paragraph 10 of this Agreement.\n5. Company makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Confidential Information and shall have no liability to Euler Hermes or its Affiliates as a result of the their use of the Confidential Information or as a result of any errors or omissions in the Confidential Information.\n6. The failure or delay of either party to enforce its rights under this Agreement shall not be construed as a waiver of such rights. If any provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.\n7. Euler Hermes acknowledges that monetary damages for improper use or disclosure of Confidential Information may be inadequate. In the event of a breach or threatened breach of this Agreement, in addition to other available remedies, Company is entitled to seek equitable relief, including injunctive relief, without the need to post a bond\n8. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the state of Maryland, and the parties agree to submit to the jurisdiction of the courts of that state for the resolution of any claim or matter arising under this Agreement\n9. This Agreement contains the entire agreement of the parties related to the Confidential Information and supersedes all prior agreements or understandings, if any, between the parties related to the Confidential Information. No provision of this Agreement may be modified except in writing and signed by both parties.\n10. This Agreement shall expire at the end of five (5) years from the date set forth below, and may be renewed upon mutual written consent of Euler Hermes and the Company.\nEuler Hermes North America Insurance Company\nKarl Coutet, Secretary\n[Date]\nDate\nNDA Final\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 280 - ], - [ - 281, - 655 - ], - [ - 655, - 740 - ], - [ - 741, - 857 - ], - [ - 858, - 993 - ], - [ - 994, - 1147 - ], - [ - 1148, - 1445 - ], - [ - 1446, - 1701 - ], - [ - 1702, - 1793 - ], - [ - 1794, - 2026 - ], - [ - 2026, - 2143 - ], - [ - 2144, - 2439 - ], - [ - 2439, - 2632 - ], - [ - 2633, - 2833 - ], - [ - 2834, - 2890 - ], - [ - 2891, - 3042 - ], - [ - 3043, - 3077 - ], - [ - 3078, - 3158 - ], - [ - 3159, - 3522 - ], - [ - 3523, - 3708 - ], - [ - 3708, - 4145 - ], - [ - 4146, - 4485 - ], - [ - 4486, - 4620 - ], - [ - 4620, - 4784 - ], - [ - 4784, - 4913 - ], - [ - 4914, - 5043 - ], - [ - 5043, - 5255 - ], - [ - 5256, - 5527 - ], - [ - 5528, - 5755 - ], - [ - 5755, - 5847 - ], - [ - 5848, - 6019 - ], - [ - 6020, - 6064 - ], - [ - 6065, - 6087 - ], - [ - 6088, - 6094 - ], - [ - 6095, - 6099 - ], - [ - 6100, - 6104 - ], - [ - 6104, - 6109 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 2 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 2 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14, - 19 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 3 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.eulerhermes.com/content/dam/onemarketing/ehndbx/common/united-states/documents/other/eulerhermes-nda.pdf" - }, - { - "id": 122, - "file_name": "example-NDA-one-way-short-form-2012-1.pdf", - "text": "Example one way non-disclosure agreement short form\nCONFIDENTIALITY AGREEMENT dated [ ] 201[ ]\nBETWEEN\n(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (\u2018Discloser\u2019)\n(2) [FULL COMPANY NAME] [incorporated and registered in England and Wales with company number] [NUMBER], whose registered office is at [REGISTERED OFFICE ADDRESS] (\u2018Recipient\u2019)\nTERMS\n1. OBLIGATIONS OF CONFIDENTIALITY\n1.1 In this agreement, Confidential Information means confidential information disclosed by the Discloser to the Recipient, including information relating to its business, operations, products, customers or plans, but excluding any information that is or becomes generally available to the public, was already lawfully in the possession of the Recipient, or is developed by the Recipient independently of any disclosure by the Discloser.\n1.2 The Recipient shall keep the Confidential Information confidential and shall not use or exploit the Confidential Information in any way except for the purpose of [STATE PURPOSE] (the \u201cPurpose\u201d) and shall not disclose the Confidential Information to any third party (except as expressly permitted by this agreement).\n1.3 The Recipient may disclose Confidential Information to the extent required by law or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Discloser as much notice of this disclosure as possible.\n1.4 At the request of the Discloser, the Recipient shall destroy or return to the disclosing party all documents and materials containing Confidential Information.\n1.5 All Confidential Information shall remain the property of the Discloser and no rights in the Confidential Information are granted to the Recipient other than those expressly stated in this agreement.\n2. TERMINATION\nIf either party decides not to become involved in the Purpose with the other party, it shall notify the other party in writing of its intention to terminate this agreement. The obligations of each party shall continue for a period of [STATE NUMBER OF YEARS] year(s) from the termination of this agreement.\nExample one way non-disclosure agreement short form\n3. OTHER PROVISIONS\n3.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the Purpose.\n3.2 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties.\n3.3 No party may assign any of its rights or obligations under this agreement.\n3.4 Nothing in this agreement shall be deemed to establish any partnership or joint venture between the parties.\n3.5 A person who is not a party to this agreement shall not have any rights under it.\n4. GOVERNING LAW AND JURISDICTION\n4.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.\n4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.\nThis agreement has been entered into on the date stated at the beginning of it.\nSigned by [NAME OF DIRECTOR] .......................................\nfor and on behalf of Director\n[FULL COMPANY NAME]\nSigned by [NAME OF DIRECTOR] .......................................\nfor and on behalf of Director\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 94 - ], - [ - 95, - 102 - ], - [ - 103, - 277 - ], - [ - 278, - 441 - ], - [ - 441, - 454 - ], - [ - 455, - 460 - ], - [ - 461, - 494 - ], - [ - 495, - 499 - ], - [ - 499, - 932 - ], - [ - 933, - 937 - ], - [ - 937, - 1252 - ], - [ - 1253, - 1257 - ], - [ - 1257, - 1530 - ], - [ - 1531, - 1535 - ], - [ - 1535, - 1694 - ], - [ - 1695, - 1898 - ], - [ - 1899, - 1913 - ], - [ - 1914, - 2087 - ], - [ - 2087, - 2219 - ], - [ - 2220, - 2271 - ], - [ - 2272, - 2291 - ], - [ - 2292, - 2296 - ], - [ - 2296, - 2446 - ], - [ - 2447, - 2451 - ], - [ - 2451, - 2559 - ], - [ - 2560, - 2564 - ], - [ - 2564, - 2638 - ], - [ - 2639, - 2643 - ], - [ - 2643, - 2751 - ], - [ - 2752, - 2756 - ], - [ - 2756, - 2837 - ], - [ - 2838, - 2871 - ], - [ - 2872, - 2876 - ], - [ - 2876, - 3057 - ], - [ - 3058, - 3062 - ], - [ - 3062, - 3285 - ], - [ - 3286, - 3365 - ], - [ - 3366, - 3434 - ], - [ - 3435, - 3464 - ], - [ - 3465, - 3484 - ], - [ - 3485, - 3553 - ], - [ - 3554, - 3583 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11, - 16, - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.newleaflaw.co.uk/wp-content/uploads/2012/04/example-NDA-one-way-short-form-2012-1.pdf" - }, - { - "id": 123, - "file_name": "for-41-supplier-confidentiality-agreement-and-non-disclosure-agreement.pdf", - "text": " SUPPLIER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nWHEREAS, Manitoba Housing may be furnishing ________________________ (the \u201cRecipient\u201d) certain confidential information relating to _________________ (Project No/ Reference) ___________________________________________________________________ (Project Title & Address)\nWHEREAS, the recipient agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.\nBE IT KNOWN, that Manitoba Housing has or may furnish to the Recipient certain confidential information on the following conditions:\n1. The recipient agrees to hold all information provided by Manitoba Housing (\u201cConfidential Information\u201d) in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose or disclosed to any third part.\n2. Manitoba Housing grants no rights to the confidential information. All confidential information shall remain the sole property of Manitoba Housing.\n3. No copies will be made or retained of any written information without the permission of Manitoba Housing.\n4. At the conclusion of any discussions or upon demand by Manitoba Housing, all confidential information or written notes taken shall be returned to Manitoba Housing.\n5. Confidential information shall not be disclosed to any employee, consultant or third party unless they have executed and agreed to be bound by the terms of the Agreement, and have been approved by Manitoba Housing.\n6. This Agreement and its validity, construction and effect shall be governed by the laws of Manitoba.\nAGREED AND ACCEPTED BY:\nDate:\nName of Representative (Please Print) Signature of Representative\nOn behalf of the Recipient (Company Name) E-mail address\n", - "spans": [ - [ - 0, - 1 - ], - [ - 1, - 54 - ], - [ - 55, - 73 - ], - [ - 73, - 99 - ], - [ - 99, - 124 - ], - [ - 124, - 205 - ], - [ - 205, - 229 - ], - [ - 229, - 297 - ], - [ - 297, - 322 - ], - [ - 323, - 552 - ], - [ - 553, - 685 - ], - [ - 686, - 956 - ], - [ - 957, - 969 - ], - [ - 969, - 1027 - ], - [ - 1027, - 1107 - ], - [ - 1108, - 1216 - ], - [ - 1217, - 1383 - ], - [ - 1384, - 1601 - ], - [ - 1602, - 1704 - ], - [ - 1705, - 1728 - ], - [ - 1729, - 1734 - ], - [ - 1735, - 1800 - ], - [ - 1801, - 1857 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 12, - 13, - 14 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.gov.mb.ca/housing/pubs/procurement/for-41-supplier-confidentiality-agreement-and-non-disclosure-agreement.pdf" - }, - { - "id": 124, - "file_name": "form_NondisclosureBlanket.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (hereinafter \u201cAgreement\u201d) is effective as of the date of signature of the last party to sign (the \u201cEffective Date\u201d), as indicated below, and is by and between UNIVERSITY OF ROCHESTER, an educational corporation organized under the laws of the State of New York, and having a place of business located at 710 Hylan Building, PO Box 270142, Rochester, New York 14627-0142 (hereinafter \u201cROCHESTER\u201d) and COMPANY, a corporation organized under the laws of the STATE, and having a place of business located at ADDRESS (hereinafter \u201cCOMPANY\u201d).\nNOW, THEREFORE, in consideration of the premises and of the covenants and obligations hereinafter set forth, ROCHESTER and COMPANY hereto, intending to be legally bound, agree as follows:\n1. Confidential Information means: (i) technologies in written or tangible form disclosed to COMPANY from time to time after the Effective Date of this Agreement by ROCHESTER and identified with particularity at time of disclosure and marked confidential; and (ii) technologies communicated orally or visually to COMPANY by ROCHESTER, if it is reduced to writing or other tangible form by ROCHESTER on or before the date thirty days after the date of such communication, marked confidential, and promptly delivered to COMPANY.\n2. After ROCHESTER receives a fully signed copy of this Agreement, ROCHESTER shall disclose to COMPANY Confidential Information solely for use by COMPANY in its internal evaluation of the Confidential Information\u2019s commercial prospects.\n3. COMPANY agree that, for a period of five (5) years after the date of its receipt of the last Confidential Information disclosed under the Agreement, it shall: (i) keep Confidential Information confidential; and (ii) not use the Confidential Information for any commercial purpose. The foregoing shall not apply to that part of any Confidential Information that:\n(a) is disclosed or used by COMPANY in accordance with any written consent granted by ROCHESTER; or\n(b) at the time of receipt by COMPANY was independently known by COMPANY; or\n(c) at any time becomes generally known to the public through no fault of COMPANY; or\n(d) has been or is made available to COMPANY by a third party having the lawful right to do so without breaching any obligation of nonuse or confidentiality to ROCHESTER; or\n(e) has been or is disclosed to others by ROCHESTER without similar restrictions on disclosure and use; or\n(f) COMPANY is required to disclose pursuant to an order of a judicial or administrative authority\n4. ROCHESTER authorizes COMPANY to disclose the Confidential Information to those of its employees and consultants who require the Confidential Information for the evaluation hereunder, and to potential licensees, provided each such employee, consultant and potential licensee has first entered into a written agreement in which it agrees to be bound by similar obligations of nonuse and nondisclosure as those imposed on COMPANY hereunder.\n5. COMPANY shall complete its evaluation within the period expiring on the date six (6) months after the date COMPANY receives the Confidential Information from ROCHESTER. If COMPANY believes the Confidential Information has scientific and commercial promise, COMPANY and ROCHESTER may elect to commence negotiations leading to an agreement governing COMPANY\u2019s commercialization of the Confidential Information.\n6. At the end of the Evaluation Period, COMPANY shall upon request of ROCHESTER, return to ROCHESTER all Confidential Information in its files to monitor its obligations under this Agreement.\n7. This Agreement shall not be construed to grant to COMPANY any express or implied option, license or other right, title, or interest in or to the Confidential Information, or the patent rights corresponding to the Confidential Information, or obligate either party to enter into any agreement granting any of the foregoing.\n8. This Agreement shall be construed and enforced under the internal laws of the State of New York. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.\n9. This Agreement represents the entire agreement of the parties relating to Confidential Information, and any corresponding patent rights, and any and all contemporaneous and prior oral and written understandings and agreements with respect thereto are superseded by this document.\n10. This Agreement shall be legally binding upon the undersigned, their successors, and assigns but shall not be assigned by either party except in its entirety and only with the entire business of such party.\nIN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement.\nCOMPANY UNIVERSITY OF ROCHESTER\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 591 - ], - [ - 592, - 779 - ], - [ - 780, - 815 - ], - [ - 815, - 1040 - ], - [ - 1040, - 1306 - ], - [ - 1307, - 1543 - ], - [ - 1544, - 1706 - ], - [ - 1706, - 1758 - ], - [ - 1758, - 1828 - ], - [ - 1828, - 1908 - ], - [ - 1909, - 2008 - ], - [ - 2009, - 2085 - ], - [ - 2086, - 2171 - ], - [ - 2172, - 2345 - ], - [ - 2346, - 2452 - ], - [ - 2453, - 2551 - ], - [ - 2552, - 2992 - ], - [ - 2993, - 3165 - ], - [ - 3165, - 3404 - ], - [ - 3405, - 3596 - ], - [ - 3597, - 3922 - ], - [ - 3923, - 4023 - ], - [ - 4023, - 4232 - ], - [ - 4233, - 4515 - ], - [ - 4516, - 4725 - ], - [ - 4726, - 4837 - ], - [ - 4838, - 4869 - ], - [ - 4870, - 4877 - ], - [ - 4878, - 4889 - ], - [ - 4890, - 4903 - ], - [ - 4904, - 4915 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 4, - 5, - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 4, - 5, - 6 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4, - 5, - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8, - 10 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.rochester.edu/orpa/_assets/pdf/form_NondisclosureBlanket.pdf" - }, - { - "id": 125, - "file_name": "HNBA-2017-18-Confidentiality-Agreement.pdf", - "text": "2017-2018 BOARD OF GOVERNORS CONFIDENTIALITY AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cthe Agreement\u201d), made and effective as of ___________________ , 20__ (\u201cEffective Date\u201d), between the Hispanic National Bar Association (\u201cHNBA\u201d) and _________________________________ , (\u201cBoard Member\u201d). Hereinafter such parties may be addressed individually as the \u201cParty\u201d and collectively as the \u201cParties.\u201d\nRECITALS\nWHEREAS, the Parties have been engaged in and/or expect to further engage in confidential written and oral communications (\u201cConfidential Communications\u201d) relating to the business affairs of the HNBA;\nWHEREAS, it is expected that Confidential Communications may involve the disclosure by or on behalf of the HNBA of information not in the public domain, including, but not limited to, business and financial information, membership lists, personal information concerning candidates for judicial or other government office provided by the candidates or other third parties, drawings, samples, devices, demonstrations, computer programs, analyses, studies, compilations, and other date, and proprietary and novel features contained in any of the foregoing, as well as communications that may be protected by the Attorney-Client and/or Attorney Work Product Privileges (\u201cConfidential Information\u201d).\nWHEREAS, the Parties wish to define their rights with respect to Confidential Information delivered to the other Party;\nNOW THEREFORE, in consideration of the above premises, it is agreed as follows:\n1. The term \u201cConfidential Information\u201d shall include:\n(a) All information that is delivered by or on behalf of the HNBA to the Board Member in written, graphic or electronic form and that is marked \u201cconfidential\u201d or \u201cproprietary;\u201d\n(a) Any information, whether in oral, written, graphic, electronic, machine readable or any other form, that is provided to the Board Member by or on behalf of the HNBA in connection with the Board Member\u2019s performance of his or her duties as an HNBA Board Member and that is not otherwise readily available to the public, including membership lists, financial reports, personnel evaluations, program plans and reports, memoranda, e-mail and communications related to HNBA business \u2013 whether originated by an HNBA member or not, and communications that may be protected by the Attorney-Client Privilege or the Attorney Work Product Doctrine;\n(c) Written and spoken information provided to the Board Member in the performance of his or her duty to evaluate prospective nominees for judicial or executive office who have requested the support of the HNBA, including but not limited to (1) completed questionnaires and any other data furnished by the candidate or third parties to the HNBA; (ii) confidential information gathered by the Board Member or told to the Board Member during any investigation or evaluation of any candidate being considered for endorsement; (iii) conversation, colloquy, deliberations, evaluations, and conclusions concerning a prospective nominee expressed during the evaluation or consideration of the candidates\u2019 qualifications or endorsement request; and (iv) the decision of any committee or the Board of Governors concerning whether a prospective nominee is qualified for appointment; and\n(b) Any personally identifiable information including, but not limited to, name, address, telephone number, date of birth, social security number, e-mail address or any combination thereof provided by or on behalf of the HNBA to the Board Member.\n2. All Confidential Information shall be subject to the restrictions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the amount, type, and items of Confidential Information disclosed by the HNBA shall be solely within its discretion and it may refuse to disclose information if it believes that it is not in its best interests to do so. In addition, while the HNBA will exercise its best effort to ensure that all Confidential Information it provides to Board Member is accurate and complete, the HNBA makes no representation or warranty as to the accuracy or completeness of the Confidential Information disclosed. The information may be redacted when the Candidate or third party places restrictions on further disclosure of the information.\n1. The Board Member agrees that the Confidential Information he or she receives shall be used solely for the benefit of the HNBA Board Work, and that all rights to the proprietary and novel features contained in the Confidential Information are reserved by the disclosing Party. The Board Member will not use or disclose Confidential Information to any third party for any purpose other than the performance of his or her duties as a Board Member of the HNBA unless and until the HNBA expressly authorizes the disclosure in writing. Board Member specifically agrees not to use any personally identifiable information provided by or on behalf of the HNBA, its contractors, affiliates, vendors, sponsors or employees, for any direct marketing and not to transfer such information to any third party.\n2. The Board Member agrees to restrict dissemination of Confidential Information to those persons employed by the Board Member (or the Board Member\u2019s employer) who require access to the Confidential Information so as to assist the Board Member in carrying out his or her duties to the HNBA and then only if such personnel has a clear understanding of the confidentiality obligations imposed by this agreement and also agrees to maintain the confidentiality of the Confidential Information in accordance with the terms hereof by signing this Agreement before any Confidential Information is disclosed.\n3. The HNBA agrees that the Board Member shall not be liable for any disclosure or use of any Confidential Information if:\n(a) Such Confidential Information is publicly available or later becomes publicly available other than through a breach by the Board Member of this Agreement; or\n(b) Such Confidential Information is lawfully obtained by the Board Member from a third- party or parties independent of the HNBA prior to the Board Member\u2019s disclosure;\n(c) The Board Member can demonstrate by documentary evidence or otherwise that such Confidential Information was known to him or her prior to its disclosure to the Board Member by the HNBA or was independently developed by the Board Member prior to such disclosure for purposes unrelated to his or her service as a Board Member; or\n(d) The Board Member was legally required to disclose the Confidential Information, provided that the Board Member (i) provides the HNBA and/or other disclosing party with written notice within five (5) days of knowing of such legal requirement so that the HNBA has the opportunity to pursue its rights regarding such potential disclosure, and (ii) utilizes reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same.\n6. The Board Member agrees that no license under any patent, copyright or other intellectual property right is granted by implication or otherwise to Board Members under this Agreement.\n1. Once the purpose of the disclosure is achieved, the HNBA will instruct the Board Member to destroy all Confidential Information supplied to the Board Member by the HNBA. The HNBA will keep a copy in its files for a period of two (2) years after the completion of each Candidate\u2019s specific request.\n2. The Agreement shall expire five (5) years from its effective date specified above unless earlier terminated by a Party by giving the other Party thirty (30) days written notice. Termination or expiration of this Agreement shall not relieve the Board Member of any obligation with respect to the Confidential Information disclosed or developed hereunder prior to termination.\n3. This Agreement embodies all the understandings between the Parties concerning the subject matter hereof, and merges all prior discussions and writing between them as to confidentiality of Confidential Information. Neither Party shall be bound by any conditions, warranties nor representations with respect to confidentiality of Confidential Information other than as expressly provided in this Agreement.\n4. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the District of Columbia, without regard to principles of conflicts of laws. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instruments.\n11. In addition to all other legal rights and remedies the disclosing Party may have upon a breach of this Agreement by the receiving Party, the disclosing Party shall be entitled to specific performance or injunctive relief respecting the covenants contained herein, and the receiving Party expressly waives the defense that a remedy in damages will be adequate. Each of the Parties hereby agrees that the prevailing party in any action to enforce this Agreement shall be entitled to full recovery of its attorneys\u2019 fees.\n5. No failures of delay by the disclosing Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right or privilege hereunder.\nBoth parties signify their agreement to the above terms by signing or causing their authorized representatives to sign this Agreement effective as of the date specified in the opening paragraph of this Agreement.\nON BEHALF OF THE HISPANIC HNBA BOARD MEMBER\nNATIONAL BAR ASSOCIATION\nErica V. Mason, Esq. 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(B) Vendor is the licensor of a practice management system (\u201cPMS\u201d) known as _________________________ and wishes to obtain technical information from IBC (the \u201cTechnical Information\u201d) in order to develop functionality in the Provider\u2019s copy of such PMS System that will permit such Provider licensees of such PMS System who participate in the HCAI System to electronically submit Claim Requests to Insurers through the HCAI System and to receive Claim Responses and/or other information from the HCAI System (the \u201cPurpose\u201d). In consideration of IBC disclosing the Technical Information to the Vendor, Vendor agrees to abide with the following terms and conditions.\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:\n1. Definitions and Exclusions.\n(a) \u201cConfidential Information\u201d\na. means nonpublic information that IBC designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by Vendor.\nb. includes, without limitation, information in tangible or intangible form relating to the HCAI System, and specifically includes any and all proprietary information and/or materials concerning the HCAI System including any communication protocols and application programming interfaces (collectively, \u201cHCAI System Information\u201d) and any other confidential information or materials of IBC, or of third parties and in the possession or control of IBC, and any information derived from any of the foregoing.\nc. as between IBC and Vendor, shall also be deemed to include any Claim Request, and in particular, any Personal Information contained in such Claim Request.\n(b) Other Definitions\n(i) \u201cClaim Information\u201d means a Claim Request and/or any associated Claim Response.\n(ii) \u201cClaim Request\u201d means invoices (and may also include treatment plans) of a Provider User submitted to an Insurer User by or on behalf of a Provider User through the HCAI System.\n(iii) \u201cClaim Response\u201d means a response by an Insurer User to a Provider User that is submitted by such Insurer User to the HCAI System for transmission to the originating Provider User.\n(iv) \u201cClaims\u201d means any claims, demands, actions, causes of action, suits or proceedings under any law or theory of law (including negligence, product liability, or breach of contract whether or not a fundamental breach or breach of a fundamental term).\n(v) \u201cInsurer User\u201d means an Insurer that participates in the HCAI System.\n(vi) \u201cPersonal Information\u201d means any information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act (Canada) and includes personal health information as defined in the Personal Health Information Protection Act, 2004 (Ontario), and any amending or successor legislation to either statute and the regulations made pursuant thereto.\n(vii) \u201cPrivacy Laws\u201d means the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any other laws enforceable in Ontario, now existing or which may be enacted in the future, which govern the collection, use, processing and/or disclosure of personal information, and any amending or successor legislation and regulations made pursuant thereto, ,all as may be amended from time to time.\n(viii) \u201cProvider User\u201d or \u201cUser\u201d means an individual Provider that participates as a \u201cprovider\u201d in the HCAI System and is bound by the HCAI Electronic Access Terms and Conditions.\n(ix) \u201cServices\u201d means the services provided by IBC directly or through its subcontractors in connection with the transmission and submission of Claim Requests from Provider Users to Insurer Users using the HCAI System, and the transport of Claim Responses in respect of such claims, where provided in electronic form, back from Insurers to Providers, and other ancillary activities as IBC may elect to provide.\n(c) Exclusions. Confidential Information shall not include any information, other than Personal Information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed to IBC; (ii) became known to Vendor prior to IBC\u2019s disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than IBC other than by the breach of an obligation of confidentiality owed to IBC; or (iv) is independently developed by Vendor without reliance upon any part of the information disclosed by IBC and/or relating to the HCAI System.\n2. Obligations Regarding Confidential Information\n(a) Vendor shall:\n(i) Not use any Confidential Information except as required for the Purpose. For further certainty, the Purpose expressly excludes the development of or provision by Vendor of a gateway or any web-hosted service that consolidates the exchange of Claim Information between Providers and IBC or any web-based or application service provider based practice management system.\n(ii) Not disclose any Confidential Information to third parties, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;\n(iii) Take reasonable security precautions, no less than those precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information;\n(iv) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information except as expressly required for the Purpose, and only as otherwise provided hereunder; and\n(v) Refrain from reverse engineering, decompiling or disassembling any software code disclosed by IBC to Vendor under the terms of this Agreement, except as expressly permitted by applicable law.\n(b) Vendor may disclose Confidential Information in accordance with a Canadian judicial or other legal binding Canadian governmental order, provided that Vendor either (i) gives IBC reasonable notice prior to such disclosure to allow IBC a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.\n(c) The undersigned Vendor may disclose Confidential Information only to Vendor's employees and consultants on a need-to-know basis but in any event only if Vendor has executed written agreements with its employees and consultants that contain obligations that are no less restrictive than those contained in this Agreement and has informed such employees and consultants of the confidential nature of such information.\n(d) Vendor shall notify IBC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Vendor and its employees and consultants, and will cooperate with IBC in every reasonable way to help IBC regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e) Vendor shall, at IBC\u2019s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to Vendor as Confidential Information, or at IBC's option, certify destruction of the same.\n(f) To the extent any Confidential Information contains any Personal Information, Vendor agrees to comply with applicable Privacy Laws.\n(g) From time to time IBC may provide updates or changes to the Confidential Information. Upon receipt of any such update or change, Vendor shall promptly review such information and if necessary will use commercially reasonable efforts to issue an upgrade to its PMS System which will permit such PMS System to continue to communicate with the HCAI System.\n(h) Any enhancement developed by Vendor for the PMS Software in reliance upon the Confidential Information shall\n(A) be provided in object code form only and (B) shall include commercially reasonable security protections in respect of any HCAI System authentication credentials that are stored by the PMS System between sessions. As between IBC and Vendor, any such HCAI System authentication credentials shall constitute Confidential Information of IBC and may not be used in any way by Vendor or its personnel or contractors.\n(i) Certain components of the Confidential Information MAY consist of compiled software code (such as files containing an extension of DLL or EXE) which were developed and/or generated using a third party development tool. Such software code would be subject to terms and conditions governing redistributable code as contained in the third party licensor\u2019s End User License Agreement (EULA). Vendor\u2019s use of such IBC provided software code is subject to such EULA provisions governing redistributable code and Vendor must ensure that its license agreement for the PMS Software will also pass down those terms and conditions to its licensees who receive a copy of any IBC provided software code. In the event IBC elects to utilize a development tool in the future that would require the provision of redistributable code that is subject to licensing requirements then the applicable EULA will be provided to Vendor in conjunction with the provision of any applicable compiled software code containing redistributable code generated using such development tool.\n(j) Vendor shall ensure that in its license agreement for the PMS Software:\na. It includes protections that protect IBC and its licensors and subcontractors from any liability to Vendor\u2019s licensees in respect of such licensee\u2019s use of any portion of the PMS Software that is developed in reliance upon the Confidential Information;\nb. It includes intellectual property protections for the Confidential Information that are no less stringent that those applicable in respect of the PMS Software but in any event prohibit any disassembly or reverse engineering of any component of the PMS Software that incorporates the Confidential Information (provided that a prohibition on reverse engineering of the entire PMS Software shall be sufficient to satisfy the requirements of this provision).\nc. It includes a copyright notice sufficient to protect IBC copyright in any redistributed software code.\nd. It contains a prohibition against any further distribution by such licensee of any component of the PMS Software that incorporates the Confidential Information.\ne. It includes a prohibition against the use of any portion of the PMS Software that is developed in reliance upon the Confidential Information for the provision of services relating to practice management to third parties.\nf. It otherwise complies with all of the requirements contained in an applicable EULA provided by or identified by IBC.\n3. Remedies\nVendor acknowledges that monetary damages would not be a sufficient remedy for unauthorized disclosure of Confidential Information and that IBC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bonds.\nVendor agrees to defend any and all Claims that may be brought or alleged against IBC and/or its respective directors, officers, employees, agents or contractors, and indemnify and hold harmless IBC and its respective directors, officers, employees, agents and contractors, from and against any and all Claims or damages that may arise, by reason of any breach of this Agreement by Vendor, its personnel or contractors or from Vendor\u2019s use of the Confidential Information including any deficiency in or other issue relating to the use or distribution of that portion of the PMS System that is developed using the Confidential Information. For any Claims that IBC chooses to defend, the Vendor shall, to the extent requested by IBC, participate in and co-operate with and assist IBC in such defence and any related settlement negotiations.\n4. Miscellaneous\n(a) All Confidential Information, and all associated intellectual property rights therein, are and shall remain the exclusive property of IBC and its licensors. By disclosing Confidential Information to Vendor, IBC does not grant any express or implied right to Vendor to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein.\n(b) All Confidential Information is provided by IBC (i) on a non-exclusive basis and (ii) on an \u201cas is\u201d basis without any representation or warranty of any kind. Any use shall be solely at the risk of Vendor. Any software code included in the Confidential Information is for illustrative purposes only. IBC makes no warranties or representations with respect to the Confidential Information, including any warranties or representations that any Confidential Information will be accurate, complete or up-to-date, or free of errors or omissions or that any Confidential Information will be fit for any purpose. Vendor is solely responsible for ensuring that the Confidential Information is suitable for the Vendor\u2019s needs. WITH RESPECT TO THE HCAI SYSTEM, THE SERVICES, OR ANY CONFIDENTIAL INFORMATION, IBC EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.\n(c) IBC has or expects to enter into service agreements directly with Providers that will govern such Provider\u2019s access to and use of the HCAI System. However, IBC does not guarantee availability or operation of the HCAI System to Vendor. Without prejudice to any right an individual Provider may have against IBC, IBC shall have no liability to Vendor in respect of any failure or problem in the operation of the HCAI System, including any communication problems between Providers and the HCAI System. IN NO EVENT WILL THE MEASURE OF DAMAGES PAYABLE BY EITHER PARTY INCLUDE, NOR WILL EITHER PARTY BE LIABLE FOR, ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO BUSINESS INTERRUPTION OR LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE OR GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY CONTAINED HEREIN), NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IBC\u2019S LIABILITY FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, THE CONFIDENTIAL INFORMATION AND/OR THE OPERATION OF THE HCAI SYSTEM, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE AND IN RESPECT OF ALL ACTIONS, CLAIMS AND DAMAGES, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS.\n(d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of IBC, the Vendor, their agents, or employees, but only by an instrument in writing signed by an authorized employee of IBC and the Vendor. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. No employee, agent or representative of IBC is authorized to make any additional representation, warranty or covenant on behalf of IBC.\n(e) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers\u2019 fees and costs. This Agreement shall be construed and controlled by the laws in force in the Province of Ontario, and the parties further consent to non-exclusive jurisdiction and venue in the federal or provincial courts sitting in Toronto, Ontario. Vendor waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.\n(f) This Agreement shall be binding upon and inure to the benefit of each party\u2019s respective successors and lawful assigns; provided, however, that Vendor may not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of IBC. Any purported assignment in violation of this Section shall be void. HCAI may assign this Agreement to any entity which acquires responsibility for the operation of the HCAI System.\n(g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(h) IBC may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the Vendor. IBC will not exercise such discretion to terminate the Agreement with a specific vendor except for commercially reasonable grounds. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination. Upon any termination of this Agreement, Vendor shall use commercially reasonable efforts to, as promptly as is practical, remove any functionality incorporated in the PMS System that is based on the Confidential Information.\n(i) The parties confirm that each has read this Agreement in its entirety, that the Agreement is being entered into without undue influence or fraud or coercion or misrepresentation whatsoever, that each has had independent legal advice, that each understands its respective rights and obligations under this Agreement, and that this Agreement is being executed voluntarily.\n(j) It is the express wish of the parties that this Agreement and all related documents be drawn up in English. 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DEFINITIONS AND INTERPRETATION ........................................................... 1\n2. OBLIGATIONS OF CONFIDENTIALITY ........................................................... 3\n3. RETURN OF INFORMATION ............................................................................ 4\n4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT ............................ 5\n5. WARRANTY AND INDEMNITY ......................................................................... 5\n6. TERM AND TERMINATION .............................................................................. 5\n7. ENTIRE AGREEMENT AND VARIATION ......................................................... 6\n8. NO WAIVER ...................................................................................................... 6\n9. ASSIGNMENT ................................................................................................... 6\n10. NOTICES ........................................................................................................... 7\n11. NO PARTNERSHIP ........................................................................................... 7\n12. THIRD PARTY RIGHTS .................................................................................... 7\n13. GOVERNING LAW AND JURISDICTION ......................................................... 7\nTHIS AGREEMENT is dated\nPARTIES\n(1) LONDON SCHOOL OF ECONOMICS & POLITICAL SCIENCE a company limited by guarantee incorporated and registered in England and Wales with company number 70527 whose registered office is at Houghton Street, London, WC2A 2AE (\"LSE\"); and\n(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (\u201cDefined Term For Party\u201d).\nBACKGROUND\nEach party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information.\nIn consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.\nAGREED TERMS\n1. DEFINITIONS AND INTERPRETATION\n1.1 The following definitions and rules of interpretation in this clause apply in this Agreement:\nBusiness Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.\nConfidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives including but not limited to:\n(a) The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;\n(b) The existence and terms of this Agreement;\n(c) Any information that would be regarded as confidential by a reasonable business person relating to:\n(i) The business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party; and\n(ii) The operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party; and\n(d) Any information or analysis derived from Confidential Information;\nbut not including any information that:\n(e) Is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or\n(f) Was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or\n(g) Was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or\n(h) The parties agree in writing is not confidential or may be disclosed.\nDisclosing Party means a party to this Agreement which discloses or makes available directly or indirectly Confidential Information.\nPurpose means [STATE THE PURPOSE, FOR EXAMPLE, THE EVALUATION OR ESTABLISHMENT OF A COLLABORATION IN RESPECT OF A PARTICULAR PROJECT].\nRecipient means a party to this Agreement which receives or obtains directly or indirectly Confidential Information.\nRepresentative means employees, agents, officers, advisers and other representatives of the Recipient.\n1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.\n1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.\n1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.\n1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.\n1.6 Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.\n1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule.\n2. OBLIGATIONS OF CONFIDENTIALITY\n2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:\n(a) Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Act 1998 (\u201cthe Act\u201d) from the date that it is received from the Disclosing Party;\n(b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act;\n(c) Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; and\n(d) Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party).\n2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:\n(a) It informs its Representatives of the confidential nature of the Confidential Information before disclosure;\n(b) It procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and\n(c) It keeps a written record of these Representatives,\nand it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.\n2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible.\n2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.\n2.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party's name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.\n3. RETURN OF INFORMATION\n3.1 At the request of the Disclosing Party, the Recipient shall:\n(a) Destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;\n(b) Erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and\n(c) Certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient. 3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.\n4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT\n4.1 All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement.\n4.2 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.\n4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement.\n4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.\n5. WARRANTY AND INDEMNITY\n5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.\n5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.\n6. TERM AND TERMINATION\n6.1 If either party decides not to become, or continue to be involved in the Purpose with the other party it shall notify the other party in writing immediately. The obligations of each party shall, notwithstanding any earlier termination of negotiations or discussions between the parties in relation to the Purpose, continue for a period of two (2) years from the termination of this Agreement.\n6.2 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled.\n7. ENTIRE AGREEMENT AND VARIATION\n7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.\n7.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.\n7.3 No variation of this Agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives).\n8. NO WAIVER\n8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.\n8.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n8.3 A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.\n9. ASSIGNMENT\nExcept as otherwise provided in this Agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it.\n10. NOTICES\n10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out below:\n(a) LSE: [CONTACT NAME] [ADDRESS]\n(b) [PARTY 2]: [CONTACT NAME] [ADDRESS]\nor as otherwise specified by the relevant party by notice in writing to each other party.\n10.2 Any notice shall be deemed to have been duly received:\n(a) If delivered personally, when left at the address and for the contact referred to in this clause; or\n(b) If sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or\n(c) If delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.\n10.3 [A notice required to be given under this Agreement shall not be validly given if sent by e-mail.]\n11. NO PARTNERSHIP\nNothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.\n12. THIRD PARTY RIGHTS\nA person who is not a party to this Agreement shall not have any rights under or in connection with it.\n13. GOVERNING LAW AND JURISDICTION\n13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.\n13.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).\nThis Agreement has been entered into on the date stated at the beginning of it.\nSigned by Andrew Webb for and on behalf of LSE ....................................... Acting School Secretary\nSigned by [NAME OF DIRECTOR] for and on behalf of [NAME OF ....................................... 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In consideration of the mutual covenants contained in this Agreement, and the mutual disclosure of confidential information to each other, the parties hereby agree to the following:\n1. Definitions\n(a) \"Confidential Information\" means non public information that the Disclosing Party either designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. \"Confidential Information\" includes, without limitation, information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to the Receiving Party by any Disclosing Party subsidiary and/or agents is also covered by this Agreement.\n(b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed or acquired legitimately by Receiving Party.\n(c) \"Confidential Materials\" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.\n(d) \u201cDisclosing Party\u201d is the party disclosing the Confidential Information and/or the Confidential Materials.\n(e) \u201cReceiving Party\u201d is the party in receipt of the Confidential Information and/or the Confidential Materials.\n2. Restrictions\n(a) Receiving Party shall not disclose any Confidential Information to any third parties for three (3) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as set out below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure.\n(b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Materials only to Receiving Party's employees or bona-fidae consultants on a need-to-know basis. Receiving\nParty will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable them to comply with all the provisions of this Agreement.\n(c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarised, or distributed only in pursuance of the Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent the danger of accidental disclosure.\n(d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party.\n3. Rights & Remedies\n(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorised use.\n(b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials, or at Disclosing Party's option, certify destruction of the same in writing to Disclosing Party.\n(c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such compensation as may be deemed proper by a court of competent jurisdiction.\n(d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the Terms of this Agreement.\n4. Miscellaneous\n(a) All Confidential Information and Confidential Materials are and shall remain the property of the Disclosing Party. By disclosing information to the Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.\n(b) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or from work with such Confidential Information, provided that either party shall maintain the confidentiality of the Confidential Information as provided herein. The terms \"residuals\" means information in non-tangible form, which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents.\n(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorised officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(d) If either party employs lawyers to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable lawyers fees. This Agreement shall be construed under the laws of England and Wales.\n(e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.\n(f) If any provision of this Agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(g) All obligations created by this Agreement shall survive change or termination of the parties' business relationship.\nEXECUTED BY :\nFor and on behalf of ____________________________________________________\nBy :\nFull Name : ___________________________________________________\nDate : ___________________________________________________\nFor and on behalf of Infomagnet Ltd.\nBy : ___________________________________________________\nFull Name : ___________________________________________________\nTitle : ___________________________________________________\nDate : ___________________________________________________\n", - "spans": [ - [ - 0, - 23 - ], - [ - 23, - 32 - ], - [ - 33, - 285 - ], - [ - 285, - 358 - ], - [ - 358, - 372 - ], - [ - 372, - 553 - ], - [ - 554, - 568 - ], - [ - 569, - 789 - ], - [ - 789, - 1138 - ], - [ - 1138, - 1279 - ], - [ - 1280, - 1349 - ], - [ - 1349, - 1480 - ], - [ - 1480, - 1600 - ], - [ - 1600, - 1766 - ], - [ - 1766, - 1842 - ], - [ - 1843, - 2063 - ], - [ - 2064, - 2174 - ], - [ - 2175, - 2287 - ], - [ - 2288, - 2303 - ], - [ - 2304, - 2548 - ], - [ - 2548, - 2777 - ], - [ - 2778, - 2984 - ], - [ - 2984, - 3151 - ], - [ - 3151, - 3160 - ], - [ - 3161, - 3347 - ], - [ - 3348, - 3591 - ], - [ - 3591, - 3757 - ], - [ - 3758, - 3871 - ], - [ - 3872, - 3892 - ], - [ - 3893, - 4333 - ], - [ - 4334, - 4573 - ], - [ - 4574, - 4889 - ], - [ - 4890, - 5084 - ], - [ - 5085, - 5101 - ], - [ - 5102, - 5221 - ], - [ - 5221, - 5441 - ], - [ - 5442, - 5653 - ], - [ - 5653, - 5914 - ], - [ - 5914, - 6127 - ], - [ - 6127, - 6289 - ], - [ - 6289, - 6413 - ], - [ - 6414, - 6529 - ], - [ - 6529, - 6659 - ], - [ - 6659, - 6916 - ], - [ - 6916, - 7058 - ], - [ - 7059, - 7238 - ], - [ - 7238, - 7308 - ], - [ - 7309, - 7475 - ], - [ - 7476, - 7670 - ], - [ - 7671, - 7791 - ], - [ - 7792, - 7805 - ], - [ - 7806, - 7827 - ], - [ - 7827, - 7879 - ], - [ - 7880, - 7884 - ], - [ - 7885, - 7948 - ], - [ - 7949, - 8007 - ], - [ - 8008, - 8044 - ], - [ - 8045, - 8050 - ], - [ - 8050, - 8101 - ], - [ - 8102, - 8165 - ], - [ - 8166, - 8225 - ], - [ - 8226, - 8284 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 34, - 35 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8, - 15, - 38, - 39 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 37, - 49 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12, - 13, - 14, - 36 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "Contradiction", - "spans": [ - 15, - 38, - 39 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12, - 13, - 14, - 36 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-4": { - "choice": "Contradiction", - "spans": [ - 37 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.infomagnet.com/sites/default/files/INFOMAGNET%20NDA.pdf" - }, - { - "id": 131, - "file_name": "IPTK-CO-MutualNon-DisclosureAgreement.pdf", - "text": "Mutual Non-Disclosure Agreement\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is made and entered into on , 20 , (the \u201cEffective Date\u201d) by and between [entity] (\u201cCOMPANY X\u201d) having offices located at [address], and [entity] (\u201cCOMPANY Y\u201d) having offices located at [address]. COMPANY X and COMPANY Y may be referred to individually as a \u201cParty,\u201d or collectively as the \u201cParties.\u201d Each Party may disclose information (and in that case be a \u201cDiscloser\u201d) and receive information (and in that case be a \u201cRecipient\u201d) under this Agreement.\nRecital:\nCOMPANY X and COMPANY Y wish to pursue a working relationship. In the course of exploring and in connection with such relationship, it may be necessary for each Party to disclose or make available certain Confidential Information as that term is defined below.\nNOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES MADE HEREIN, ALONG WITH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:\n 1. Purpose. This Agreement is made for the purpose of [insert purpose] (the \u201cPurpose\u201d).\n2. Confidential Information.\na. \u201cConfidential Information\u201d shall mean all confidential, proprietary and trade secret information and materials, whether in written, oral, visually, electronic or another format (including, for example, demonstrations, models or proto-types, software, computer tapes, audio or video tapes or recordings, other media), and whether intentionally disclosed or observed inadvertently, includ-ing, but not limited to, the following: [insert specific description if possible]; research, product plans or other information regarding the Discloser\u2019s prod-ucts or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information; information of a confidential, sensitive, non-public, or personal nature, including information belonging to a third party or for which the Company owes a duty of confidentiality; any other Company proprietary or confidential information, including but not limited to any materials or any oral and written communications between the parties marked \u201cconfidential,\u201d \u201cproprietary\u201d or similarly marked; or any materials which a reasonable person would recognize from the surrounding facts and circumstances to be proprietary or confidential.\nb. The Confidential Information that must be protected under this Agreement in-cludes (i) tangible information (such as written materials, models, and/or speci-mens) identified as being Confidential Information by an appropriate, conspicuous legend (such as \u201cConfidential\u201d or \u201cProprietary\u201d); (ii) information in oral or visual form that is identified as being Confidential Information at the time of disclosure and confirmed in writing as Confidential Information within fourteen (14) days after the disclosure; or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered to be Confidential Information\n3. Limitations. Confidential Information shall not include information that:\na. is or becomes known publicly through no fault of the Recipient; or\nb. is learned by the Recipient from a third party not under an obligation of confi-dence to the Discloser and who has legitimate and legal possession of the informa-tion; or\nc. is already known to the Recipient before receipt from the Discloser as can be proven by written records; or\nd. is independently developed by employees or consultants of the Recipient who did not have access to any Confidential Information received;\ne. is free of confidentiality restrictions by written agreement of the Discloser.\n4. Nondisclosure. Except as described elsewhere in this Agreement, the Recipient and those of its employees, officers, agents and affiliates permitted access hereunder will hold the Confidential Information in confidence and will take all necessary steps to pre-serve the confidential and proprietary nature of the Confidential Information. Without limiting the foregoing, the Recipient (1) will not disclose any Confidential Information to persons within its organization who do not have a need to know in order for the Recipient to engage in the Purpose; (2) will not disclose any Confidential Information to any person outside of its organization unless such person has a need to know in order for the Recipient to engage in the Purpose, and such person is bound by fiduci-ary or contractual duties of confidentiality to the Recipient that are at least as stringent as those contained in this Agreement; (3) will, if reasonably required, cause each of the Recipient\u2019s employees, officers, agents, affiliates and attorneys who have access to the Confidential Information to sign a confidentiality and non-disclosure agreement, for the benefit of the Discloser, containing terms at least as stringent as those contained in this Agreement, and, in any event, advise all of its employees, officers, agents, and affiliates of the confidential and proprietary nature of the Confidential Information; and (4) in all instances, exercise at least the same degree of care to maintain the secrecy of the Con-fidential Information as the Recipient exercises to protect its own most valuable trade secrets, but in no case less than reasonable care.\n5. Exception. If the Recipient is required by order of any court or other government or regulatory agency to disclose any Confidential Information belonging to any Dis-closer, it shall provide all Parties with prompt written notice within 3 business days of any such requirement so that the Parties whose Confidential Information is at risk may seek a protective order or take other appropriate action. Upon the request and at the expense of the requesting Party, the other Parties will reasonably cooperate with the requesting Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Subject to the foregoing requirements, it shall not be a breach of this Agreement for a Recipi-ent to disclose Confidential Information if such disclosure is: (a) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; (b) otherwise required by law; or (c) necessary to establish the Discloser\u2019s\nrights under this Agreement.\n6. Term. This Agreement applies to any Confidential Information that may have been provided by either Party before or after the Effective Date, and will continue to govern all disclosures of Confidential Information, until terminated on thirty (30) days writ-ten notice by either Party to the other, except that each Party\u2019s obligations relating to Confidential Information disclosed prior to termination will continue for so long as the Confidential Information remains confidential and proprietary.\n7. No Transfer. All Confidential Information disclosed by any Party shall remain the property of the Discloser. This Agreement does not confer any license, right, interest, or title in or to Confidential Information other than as expressly set forth in this Agree-ment. Further, the Parties agree that the Recipient shall use any and all Confidential Information received from the Discloser solely for the Purpose and no other use may be made without the Discloser\u2019s prior written consent, which shall be granted or with-held in its sole discretion.\n8. Protection. Each Party agrees to protect Confidential Information provided to it by the Discloser with at least the same degree of care as it protects its own confidential, proprietary, and/or trade secret information and shall promptly advise the Discloser, in writing, of any misappropriation or misuse, of which it becomes aware, of Confidential Information by any person.\n9. Personnel. Each Party may use the same personnel who receive Confidential Infor-mation under this Agreement on other projects similar to the Purpose so long as such Party does not breach the confidentiality of this Agreement.\n10. Return of Information. Upon the written request of the Discloser, the Recipient shall either destroy or return to the Discloser any and all Confidential Information in the Recipient\u2019s possession, except for one copy, which copy may be retained for archival purposes in a secure file. All copies of Confidential Information forwarded in error by any Discloser shall be destroyed in their entirety without the Recipient retaining an archival copy.\n11. Warranty. Each Party warrants that it has the right to disclose all of the Confidential Information it discloses, but does not otherwise make any representation as to the ac-curacy, suitability, or completeness of such Confidential Information. The Discloser will not be liable to the Recipient for any damage resulting from any use of the Confidential Information by the Recipient. All Confidential Information of the Discloser shall remain the exclusive and sole property of such Party. This Agreement grants no rights of ownership, licenses, and/or any other intellectual property rights, nor does it create any agency, partnership, joint venture or any other relationship not expressly stated herein.\n12. No Assignment. Neither Party shall transfer or assign any rights or delegate any ob-ligations herein, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the above, either Party shall have the right to assign this Agreement and the obligations hereunder to any successor-in-interest by way of a merger, acquisi-tion, or sale of all or substantially all of that Party\u2019s assets on condition that the assign-ee of this Agreement will assume all obligations and liability of the assignor under or in connection with this Agreement and agrees to be bound by the terms and conditions of this Agreement.\n13. Savings. If any provision or covenant of the Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, the validity, legality or enforceability of the remaining provisions or covenants of this Agreement shall be unaffected.\n14. Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to this subject matter, is valid if signed within forty-five (45) days after the Effective Date, and supersedes all prior understandings whether written or oral. Further modifications may be made if in writing and signed by authorized repre-sentatives of both Parties.\n15. Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential In-formation may cause irreparable injury that is inadequately compensable by monetary damages. As such, either Party may seek injunctive relief in any court of competent jurisdiction for the breach and/or the threatened breach of this Agreement in addition to any other remedies it may seek at law or equity, and the Recipient will not raise the defense of an adequate remedy at law.\n16. Indemnification. Each Party shall fully indemnify the other against any and all ac-tions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement, or by any unauthorized disclosure or use of Confidential Information by a third party or by any employee of any Party to whom Confidential Information has been disclosed or who has been allowed access thereto. Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy, and that the non-breaching Party shall also be entitled in the event of any such breach to the rem-edies of injunction, specific performance, and/or other equitable relief in respect of any such breach. Nothing herein shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy.\n17. Attorneys\u2019 Fees. In any action to enforce, arising under, and/or relating to this Agreement, the prevailing party as determined by the court or other body with jurisdic-tion by agreement of the Parties, shall be entitled to recover from the other Party, in addition to all other awards and remedies to which it is entitled, its reasonable attor-neys\u2019 fees and costs incurred in connection with such action.\n18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of [state] without regard to any conflict of law principles.\n19. Counterparts. This Agreement may be executed in counterparts, and constitutes the entire agreement of the Parties as to the Confidential Information being disclosed and supersedes all prior or contemporaneous agreements, whether oral or written, be-tween the parties. If any Confidential Information is made available by accessing either Party\u2019s Web site, this Agreement shall govern such Confidential Information without regard to any terms of use, \u201cclick wrap\u201d agreement, or any similar agreement contained thereon.\nNOW, THEREFORE, intending to be bound hereby, the Parties have executed or have caused this Agreement to be executed by their duly authorized officers.\nACCEPTED AND AGREED:\n[COMPANY X] [COMPANY Y]\nBy: By:\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 285 - ], - [ - 285, - 389 - ], - [ - 389, - 542 - ], - [ - 543, - 551 - ], - [ - 552, - 560 - ], - [ - 560, - 615 - ], - [ - 615, - 812 - ], - [ - 813, - 1022 - ], - [ - 1023, - 1024 - ], - [ - 1024, - 1036 - ], - [ - 1036, - 1111 - ], - [ - 1112, - 1140 - ], - [ - 1141, - 2484 - ], - [ - 2485, - 2571 - ], - [ - 2571, - 2777 - ], - [ - 2777, - 3000 - ], - [ - 3000, - 3171 - ], - [ - 3172, - 3188 - ], - [ - 3188, - 3248 - ], - [ - 3249, - 3318 - ], - [ - 3319, - 3492 - ], - [ - 3493, - 3603 - ], - [ - 3604, - 3744 - ], - [ - 3745, - 3826 - ], - [ - 3827, - 3845 - ], - [ - 3845, - 4168 - ], - [ - 4168, - 4214 - ], - [ - 4214, - 4384 - ], - [ - 4384, - 4734 - ], - [ - 4734, - 5228 - ], - [ - 5228, - 5465 - ], - [ - 5466, - 5480 - ], - [ - 5480, - 5869 - ], - [ - 5869, - 6145 - ], - [ - 6145, - 6304 - ], - [ - 6304, - 6428 - ], - [ - 6428, - 6462 - ], - [ - 6462, - 6504 - ], - [ - 6505, - 6533 - ], - [ - 6534, - 6543 - ], - [ - 6543, - 7034 - ], - [ - 7035, - 7051 - ], - [ - 7051, - 7147 - ], - [ - 7147, - 7305 - ], - [ - 7305, - 7584 - ], - [ - 7585, - 7600 - ], - [ - 7600, - 7963 - ], - [ - 7964, - 7978 - ], - [ - 7978, - 7983 - ], - [ - 7983, - 8192 - ], - [ - 8193, - 8220 - ], - [ - 8220, - 8481 - ], - [ - 8481, - 8642 - ], - [ - 8643, - 8657 - ], - [ - 8657, - 8892 - ], - [ - 8892, - 9030 - ], - [ - 9030, - 9136 - ], - [ - 9136, - 9351 - ], - [ - 9352, - 9371 - ], - [ - 9371, - 9619 - ], - [ - 9619, - 10077 - ], - [ - 10078, - 10091 - ], - [ - 10091, - 10354 - ], - [ - 10355, - 10377 - ], - [ - 10377, - 10621 - ], - [ - 10621, - 10727 - ], - [ - 10728, - 10751 - ], - [ - 10751, - 10910 - ], - [ - 10910, - 11198 - ], - [ - 11199, - 11220 - ], - [ - 11220, - 11683 - ], - [ - 11683, - 12069 - ], - [ - 12069, - 12219 - ], - [ - 12220, - 12241 - ], - [ - 12241, - 12630 - ], - [ - 12631, - 12650 - ], - [ - 12650, - 12785 - ], - [ - 12786, - 12804 - ], - [ - 12804, - 13058 - ], - [ - 13058, - 13307 - ], - [ - 13308, - 13459 - ], - [ - 13460, - 13480 - ], - [ - 13481, - 13504 - ], - [ - 13505, - 13512 - ], - [ - 13513, - 13524 - ], - [ - 13525, - 13538 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 44, - 45, - 58, - 59 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 14, - 15, - 18 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 20, - 24 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 53 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 17 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 29, - 30 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 20, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 29, - 30 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 46 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://cobaltlaw.com/wp-content/uploads/IPTK-CO-MutualNon-DisclosureAgreement.pdf" - }, - { - "id": 132, - "file_name": "Inaturals_NDA.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality Agreement is between_______________________ (\u201cCustomer\u201d) located at_____________________________________________ and INaturals (\u201cCompany\u201d). WHEREAS, the parties mutually desire to engage in discussions concerning business, technical and/or marketing cooperation; and WHEREAS, during the course of such discussions, the parties may disclose to each other certain Confidential Information (as defined below);\nNOW, THEREFORE, in consideration of their mutual undertakings, the parties agree as follows:\n1. A party to this Agreement receiving Confidential Information \u201cRecipient\u201d agrees to retain such Confidential Information in stricte confidence and not to disclose it to any third party or use such Confidential Information for any purpose other than the purposes set forth in this Agreement. \u201cConfidential Information\u201d shall mean information related to the development of natural ingredients products including research, trade secrets, prototypes, formulas, processes, techniques, marketing programs, price information, product lists, technology, business plans, intellectual property and financial information, whether written or oral. The Recipient will communicate such information only to such employees and contractors or agents who have a need to know such information, and only to such employees and contractors or agents having written agreements with the Recipient obligating them to keep such information confidential.\nThe obligation of confidentiality and non-use shall not apply to information which:\na) Information already in the receiving party\u2019s possession at the time of disclosure; receiving parties trade secrets or experienced knowledge in processing and development of natural ingredients.\nb) At the time of disclosure is in the public domain or that subsequently becomes available to the general public other than as a consequence of a breach of this agreement;\nc) Information received by either party from a third party which, to the receiving party\u2019s knowledge, was not under an obligation to maintain the confidentiality of the information and did not acquire such information from either Client or Company, or\nd) Is required by law to be disclosed.\n2. Each party agrees that it will not, without the previous written consent of the other party, use or disclose to any person, firm, company, partnership or corporation, the Confidential Information of the other party.\n3. The parties agree that the unauthorized use or disclosure of Confidential Information would cause permanent, irreparable damage to the business and property of the party to which it belongs. In the event that either party is required to disclose Confidential Information pursuant to judicial or administrative process in connection with any action, suit or proceeding, that party will give prompt notice to the party to whom the Confidential Information belongs and will make a good faith effort to obtain confidential treatment of the information in the action, suit or proceeding.\n4. The obligations of confidentiality and non-use shall be in effect for a period of three (3) year following disclosure, and shall be binding upon the parties\u2019 heirs, successors in interest, or assigns. Upon request, each party shall promptly return all documents or other tangible property containing Confidential Information furnished by the other or shall destroy any Confidential Information in tangible form in its possession.\n 5. The parties are the owners or exclusive licensees of protected intellectual property, including but not limited to trademarks, patents and copyrights.\n6. The parties agree no disclosure of information including or relating to such intellectual property shall be deemed a transfer or assignment of such intellectual property, nor shall any such disclosure of information be deemed a grant or waiver of any rights or privileges with respect to such intellectual property under applicable law, including but not limited to the right to prevent infringement by the unauthorized use, publication, or disclosure of such intellectual property.\n7. Upon written request from the other party, each party agrees to return or destroy all the other party\u2019s Confidential Information, together with all copies or reproductions thereof.\n8. This agreement shall be binding on the parties hereto and their respective subsidiaries, affiliates, divisions, officers, directors, agents, employees, successors and assigns.\n9. This Agreement shall be governed by French Law. Any dispute arising out of this Agreement shall be exclusively submitted to the Courts of Paris, France.\n10. This Agreement may not be assigned by either party without the advance written permission of the other party.\n11. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof.\nIN WITNESS WHEREOF, the parties here to have executed this Agreement by their duly authorized representatives.\nCustomer INaturals SAS\nCustomer address\nBy: Leila FALCAO\nBy: ______________________\nTitle: CEO/Founder\nTitle: _______________________\nSignature: ___________________\nSignature: ___________________\nDate: _______________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 66 - ], - [ - 66, - 110 - ], - [ - 110, - 131 - ], - [ - 131, - 206 - ], - [ - 206, - 472 - ], - [ - 473, - 565 - ], - [ - 566, - 859 - ], - [ - 859, - 1204 - ], - [ - 1204, - 1495 - ], - [ - 1496, - 1579 - ], - [ - 1580, - 1776 - ], - [ - 1777, - 1949 - ], - [ - 1950, - 2201 - ], - [ - 2202, - 2240 - ], - [ - 2241, - 2459 - ], - [ - 2460, - 2654 - ], - [ - 2654, - 3045 - ], - [ - 3046, - 3250 - ], - [ - 3250, - 3478 - ], - [ - 3479, - 3480 - ], - [ - 3480, - 3633 - ], - [ - 3634, - 4119 - ], - [ - 4120, - 4303 - ], - [ - 4304, - 4482 - ], - [ - 4483, - 4534 - ], - [ - 4534, - 4638 - ], - [ - 4639, - 4752 - ], - [ - 4753, - 4867 - ], - [ - 4868, - 4978 - ], - [ - 4979, - 5001 - ], - [ - 5002, - 5018 - ], - [ - 5019, - 5035 - ], - [ - 5036, - 5040 - ], - [ - 5040, - 5062 - ], - [ - 5063, - 5081 - ], - [ - 5082, - 5089 - ], - [ - 5089, - 5112 - ], - [ - 5113, - 5124 - ], - [ - 5124, - 5143 - ], - [ - 5144, - 5155 - ], - [ - 5155, - 5174 - ], - [ - 5175, - 5181 - ], - [ - 5181, - 5204 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.inaturalscience.com/wp-content/uploads/2018/10/Inaturals_NDA.pdf" - }, - { - "id": 133, - "file_name": "JB-Machine-LLC-NDA-1.pdf", - "text": "NON-DISCLOSURE AGREEMENT\n_________________________________________________________\nThis Non-Disclosure Agreement (hereinafter referred to as: \u201cContract\u201d or \u201cAgreement\u201d) was freely stipulated and entered into without any pressure or duress whatsoever as of (insert effective date), between:\nJB Machine LLC, having primary place of residence at 14309 Toepperwein rd ste 403 San Antonio, TX 78233 (hereinafter referred to as \u201cRecipient\u201d or \u201cCompany\u201d),\nAnd\n(Recipient), having primary place of residence at ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ (hereinafter referred to as \u201cOwner\u201d or \u201cClient\u201d),\n(Collectively referred to as: \u201cParties\u201d, \u201cContractors\u201d)\nBoth of whom hereby agree to be bound and abide by the provisions stated in this agreement Thereby, the Client desires to protect his legitimate rights of confidentiality regarding the business that the Client owns and operates. The Recipient of confidential information has agreed to keep the information shared by the Client, which may be, connected to doing business with the Company, confidential in nature or otherwise important for the Client.\n The Company respects the legitimate interests of the Client, and is willing to abide by the terms set out in this contract.\n Both parties agree that there is no weaker party in this agreement, as both parties have had equivalent bargaining powers prior to formation of this contract.\nTherefore, in consideration and respect to all the mutually stipulated provisions, promises and obligations made by the Parties in this specific Contract, the Parties covenant and agree as follows:\nSOURCE OF INFORMATION\nThe information received by the Recipient is primarily from execution of a standalone contract connected to the Recipient\u2019s business. The Recipient is, by all objective standards a legitimate and legally bound private entity established under applicable US law.\nWithin the scope of the business activity of the Recipient, who works and operates in the manufacturing and wholesale business, the existent agreement between the parties, more specifically, its execution does require certain confidential information from the Owner.\nCONFIDENTIAL INFORMATION\nFor the purposes of this Agreement, the term \u201cConfidential information\u201d (abbreviated: \u201cinformation\u201d) means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is generally not known to anyone but the Owner, and which the Recipient is to obtain by fulfilling his/hers duties.\nThe term is also to be used for information, metric units, useful designs, technical data, expertise, descriptions, plans, schemes, sketches, or other information, which is proprietary to the Owner of the classified information.\nConfidential information will include any information provided, directly or indirectly, by the owner, as well as information regarding various parameters of performance, procedure or other relevant characteristic, which is tied to the relevant position. Confidential information also includes any information of the owner and a third party with which the Owner deals, including, but not limited to: financial information, business records, plans, trade secrets, product ideas, technical data of any type, contracts, billing records, pricing structure, discounts, property, investments, strategic alliances, partnerships, customer or client lists. The nature of the information and manner of the disclosure are such that a reasonable person would understand to be confidential.\nConfidential information is also to include information, which is not to be clearly classified as such, and are connected to the execution of contract on behalf of the Recipient of confidential information.\nEXCEPTIONS FROM CONFIDENTIAL INFORMATION\nThe Term \u201cConfidential information\u201d does NOT include:\n- Matter of public or otherwise freely accessible knowledge, resulting from direct disclosure by the Owner\n- Information rightfully received by the Recipient from a Third party without any duty of confidentiality\n- Independently developed information on behalf of the Recipient\n- Already disclosed information for the purposes of court or civil proceedings, respecting the principle of \u201cminimal disclosure\u201d\n- Information disclosed on behalf of the Recipient with prior written or oral ascent from the Owner\nOBLIGATION OF PROTECTION\nThe Recipient hereby understand the sensitive nature of the information, and thus acknowledges that the information is a valuable, special and unique asses proprietary to the Owner, which provides the Owner with a significant competitive advantage, and thus needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of information, the Recipient agrees to:\n- Hold the information in confidence and will not, in any way, disclose the information to any person or entity without prior written ascent of the Owner\n- Not copy or, in any way, modify any information without the prior written ascent of the Owner\n- The Recipient is to promptly advise the Owner if the Recipient becomes aware of an possible unauthorized disclosure or use of the information\n- The Recipient is not to disclose any information to any employees of the Recipient, aside from the employees required\n- To have the information in order to perform their job duties in connection with the limited purposes of this Agreement. Each authorized Employee to whom confidential information is disclosed shall sign a non-disclosure agreement substantially same as this agreement upon request of the Owner.\nPROTECTION OF INTEREST. DISPOSAL OF INFORMATION\nThe Recipient is to protect any type of information, whether fitting the definition of \u201cconfidential information\u201d or not, if he or she believes that disclosing this information may lead to a loss or damage of any kind to the Owner. The Recipient is to dispose of paperwork, data, discs, memory cards, e-mails or any copies of modifications made upon previous written ascent from the Owner in a manner prescribed by the Owner\u2019s disposal of information policy. The Recipient shall be informed on the protocols of discarding or disposing of any tangible medium upon request.\nRIGHT TO INJUCTIVE RELIEF\nIf it appears that the Recipient has, or has threatened to, disclose any confidential information in violation of this Agreement\u2019s provisions, the owner shall be entitled to an injunctive relief restraining the Recipient form further or any such disclosure. The Owner is not limited to seeking any other forms of legal remedy in sole discretion and as seen fit by the Owner.\nNON-CIRCUMVENTION\nFor a period of (insert number) years after the end of the term of this Agreement, the Recipient is not to attempt to do business with, or otherwise solicit any business contracts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If any circumvention is to occur, the Owner is to be entitled to any commission due pursuant to this Agreement, or relating to such transaction.\nTHE RIGHT TO FORGET. DISCRETIONAL RIGHTS OF THE OWNER\nAll records obtained by the recipient which are not meant to be returned to the Owner, unless to be used for further production or future business, are to be deleted and destroyed.\nThe Owner of confidential information shall inform the Recipient in writing (unless explicitly stated in this contract) on which information can be securely kept, which are to be destroyed and which are to be returned.\nRETURN OF CONFIDENTIAL INFORMATION\nOn demand, at any time and at any event which may occur the Recipient is obliged to immediately deliver to the Owner all the date, manuals, lists, notes, writings, product lists, photocopies, recordings, disks or other material (including duplicates and/or copies of any such property and/or material) concerning the work at hand. The Recipient understands and respects that the Owner has all proprietary rights to these materials, and that these materials are entrusted to the Recipient on basis of execution of contract tied to this Non-disclosure agreement.\nSTATUS\nThe parties understand that they are not partners or agents, and stress that both parties are to form this contract, as a result of the confidentiality needed in regards to the proper execution of a standalone contract tied to this Non-disclosure agreement. Neither party has an obligation to purchase products or services from the other party. The Recipient understands the implied limitation of offering products or services created by the Recipient resulting from misuse of the received confidential information.\nDAMAGES DUE TO DISCLOSURE\nDisclosure of these materials, whether willingly, by default, negligence or failure to comply with the organizational orders by the Owner or an authorized agent thereof may give the right of redress to the Owner. The Recipient understands that further legal remedies may be taken against him/her because of any harm or loss suffered by the Owner of the confidential information because of the disclosure.\nNON-SOLICITATION AND NON-COMPETITION\nIn consideration of the experience, know-how, training and other vital organizational or market knowledge, which is to be acquired through working for the Owner, the Employee hereby promises that he/she will NOT, either during the employment or for a period of time of (insert number of years \u2013 usually up to two years) consecutive years (months) after termination of employment, directly or indirectly, for the sake of the Employee or for any third party, accept employment or in any other way, directly or indirectly, engage in business activities which are of direct competition to the Owner. In this period, the Recipient further promises NOT TO solicit any current or potential customer of the Owner identified in the duration of the employment with the Owner, or otherwise divert, or attempt to do so, any business from the Owner. The relevant geographical area to which this provision is applicable is the regular place in which the Owner solicits and conducts business, and/or any area to which, as far as the Recipient\u2019s knowledge is, the Owner has plans of future expansion, investment and establishment of another business, which is tied to this business. Both parties are compliant that the time and territorial scope of this Subsection is reasonable, and proportionate with the specifications of the duties the Employee is obliged to conduct, as regulated in this Agreement, and that the restrictions are further reasonable given the Recipient\u2019s access to the Owner\u2019s experience, training programmers, organizational or market knowledge, know-how and insider information which is to be acquired during the employment. If a court of law under the applicable jurisdiction this Agreement is to be revised under deems this subsection unreasonable, it is to be changed by either a constructive judgment or operation of law, in order to ensure the maximal protection of the Owner\u2019s rights and interests. The Recipient hereby agrees that in case of judicial interpretation of this clause, the Owner\u2019s interest are to be protected in the full extent on this issue, as permitted by applicable law. In the event of non-compliance, default or breach of this provision, the Recipient agrees to penalties (if the damage can be determined) or discretional legal claims (if the damage is undeterminable) under the \u201cDamages\u2019 subsection of this Agreement.\nLIMITATION OF WARRANTY\nThe Recipient is aware that the information is provided \u201eas is\u201c. The OWNER DOES NOT MAKE ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE FURTHER LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner neither represents or warrants that any product, busines plans or any other information relating to the Business will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential information is to be solely at the Recipient\u2019s own risk.\nLICENSING PROVISIONS.\nThe recipient shall not acquire any intellectual property rights under this Agreement, except the right to limited used of information as set forth and specified above. The Recipient acknowledges and understands that, as between the Owner and the Recipient, the informaiton and all related intellectual property rights are, and shall, at all times, be, the property of the Owner, even if suggestions, comments, or ideas made by the Recipient are incorporated into the confidential information or related materials during the validity of this Agreement.\nINDEMNIFICATION\nThe parties agree to defend, indemnify and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives and employees from any and all third party claims, demands, liabilities, cost and expenses, including reasonable attorney\u2019s fees, costs and expenses resulting from the indemnifying party\u2019s material breach of any duty, representation or warranty as per this Agreement.\nATTORNEY\u2019S FEES\nThe prevailing party shall be entitled to recover reasonable attorney\u2019s fees and costs in case any legal action between the parties concerning this Agreement is to be taken.\nRELEVANT TERM\nThe obligations of this Agreement are to survive 2 years form the effective date or until the owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient is to continue to protect the information received during the term of this Agreement from unauthorized use or disclosure indefinitely.\nSEVERABILITY. CONTINUITY.\nThis Agreement represents the complete understanding and consensus of the Parties in this Non-Disclosure Agreement, and thus shall supersede all previous oral or written agreements, regarding the subject matter regulated herein. Obligations on behalf of the Recipient under this agreement is to be voided by means of written notice of the Owner of confidential information, aside from the \u201cRelevant Term\u201d subsection, which is to survive voiding of any rights or termination of this Agreement. This Agreement may be terminated by means of written notice of the Owner or by end of the contractual relationship to which this Non-disclosure agreement undoubtedly ties to the execution of a contract related to this Non-disclosure agreement\nAll unilateral modifications of the terms of this Agreement are invalid, except for the written notices by the Owner on voiding obligations of the Recipient or terminating this Agreement. Any other changes are subject to consensus by both Parties, and are to be done by renewal, addendum, modification or other instrument recognized by applicable law.\nDISPUTE RESOLUTION. JURISDICTION\nThe Parties agree to solve all disputes or controversies, including those arising from termination of contract in a manner other than filing court actions. Alternative dispute-resolution prevents statute barring of the rights and obligations arising from this Agreement. If these dispute-resolving methods prove unsuccessful, they are to commence court proceedings.\nThis Agreement shall be governed by and construed in accordance with the jurisdiction of the primary place of business the Owner resides. All disputes or litigation arising from the content of this contract or its execution will be therefore processed in the respective jurisdiction of the Owner\u2019s place of business.\nPRO-VALIDITY CLAUSE\nIf any provision of this Agreement is, or is to be found by an appropriate authority, unenforceable under governing law, that will not affect the enforceability of any other provisions of this Agreement. Statutory provisions by US State of Florida Law will govern all aspects of NDA Agreement, which have not been regulated by the provisions of this agreement.\nDAMAGES\nIf damages, resulting as a breach of Terms on behalf of the Recipient cannot be determined, the Owner has the right, in his/her sole discretion, to seek legal remedy amounting in the maximum amount of (set maximum amount), including all reasonable litigation expenses, court costs and reasonable attorney\u2018s fees.\nINTERPRETATION GUIDELINES\nThis contract is freely stipulated and solemnized by both parties, who have an equal position in negotiating the terms therein. 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For the purposes of this Agreement, \"Confidential Information\" shall mean any and all information provided by, or on behalf of, the Disclosing Party to the Receiving Party prior to or following the execution of this Agreement and in any way relating to the Purpose (including, without limitation, any and all intellectual property, business secrets, business information, business plans, financial and pricing information, business practices, financial statements and reports, project specifications, projections, schematics and drawings, trade secrets, processes, materials, customer lists, supplier lists, sales volume, territories, markets, current, future or potential acquisitions, technical, production, operational, marketing or sales information disclosed hereunder) provided in connection therewith, regardless of form or format, provided however that Confidential Information shall not include information which the Receiving Party can establish through written records: (a) is, at the time of disclosure, readily available to the trade or the public through no fault of the Receiving Party, provided however that that where any part of such information is readily available to the trade or the public but a compilation of information which includes such part is not so available then such compilation shall be treated as Confidential Information hereunder; or (b) was rightfully in its possession prior to the disclosure of such Confidential Information to the Receiving Party by, or on behalf of, the Disclosing Party.\n2. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the Confidential Information in any manner except as reasonably required for the Purpose. Nothing in this Agreement obligates the Disclosing Party to make any particular disclosure of Confidential Information. This Agreement shall apply to all Confidential Information regardless of its form or medium, whether conveyed orally, visually, electronically or in writing, and whether or not it is designated as \"confidential\".\n3. The Receiving Party shall protect the Disclosing Party\u2019s interest in the Confidential Information and shall keep the Confidential Information confidential. The Receiving Party shall not disclose, allow access to, transmit or transfer the Confidential Information to any third party without the Disclosing Party\u2019s prior written consent, provided however that the Receiving Party may disclose the Confidential Information to those of its directors, officers and employees (\"Representatives\") who have a need to know the Confidential Information for the Purpose provided that the Receiving Party shall ensure that such Representatives treat the Confidential Information as confidential and at all times in a manner consistent with this Agreement and the Receiving Party shall be liable for any loss or damage resulting from any Representative failing to do so.\n4. The Receiving Party shall notify the Disclosing Party promptly of any unauthorized use or possession of the Confidential Information that comes to the Receiving Party\u2019s attention.\n5. In the event that the Receiving Party is required to disclose Confidential Information pursuant to any applicable law or an order from a court of competent jurisdiction, the Receiving Party shall only disclose such portion of the Confidential Information that it is legally required to disclose, and shall use all reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. The Receiving Party shall promptly notify the Disclosing Party of the required disclosure and any relevant information in respect thereto so that the Disclosing Party may take appropriate steps to protect such Confidential Information from such disclosure.\n6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database by the Receiving Party without the prior consent of the Disclosing Party except for such copies and storage as may reasonably be required internally by the Receiving Party for the Purpose. All copies of the Confidential Information shall contain the same proprietary notices which may appear on the original.\n7. The Receiving Party shall upon request immediately return to the Disclosing Party or destroy, as directed by the Disclosing Party, the Confidential Information and all copies thereof in any form whatsoever under the power or control of the Receiving Party or its Representatives and immediately destroy all compilations, analysis or derivative work relating to the Confidential Information. Where the Receiving Party satisfies its obligation to return or destroy the embodiments of the Confidential Information by destroying such embodiments, the Receiving Party will deliver to the Disclosing Party a certificate signed by an officer of the Receiving Party certifying such destruction of such embodiments. 8. All right, title and interest in and to the Confidential Information, including, without limitation, all patent rights, trade secret and confidential information rights, copyrights and other intellectual property, industrial, proprietary and other rights of any kind or nature, shall remain the exclusive property of the Disclosing Party, and the Confidential Information shall be held in trust and confidence by the Receiving Party for the Disclosing Party. The Disclosing Party shall retain title to all tangible media on which Confidential Information resides, including documentation, discs, and all copies thereof. No interest, license or any other right in, or to, the Confidential Information, other than expressly set out herein, is granted to the Receiving Party under this Agreement by implication or otherwise. Although the Confidential Information is obtained from sources believed to be reliable, the Confidential Information is provided hereunder on a strictly \"as is\", \"where is\", \"with all faults\" basis, and without warranties, conditions or representations of any kind, express or implied, and this Agreement, and the provision of Confidential Information, shall not constitute any representation, warranty or guarantee to the Receiving Party by the Disclosing Party whatsoever, including without limitation any representation, warranty or guarantee with respect to the Confidential Information infringing, violating, misappropriating or otherwise interfering with any rights of third parties. The Disclosing Party shall not be held liable for any errors or omissions in the Confidential Information or the use, or the results of the use of, the Confidential Information. The Disclosing Party shall have no responsibility for updating or correcting any Confidential Information provided hereunder.\n9. The Receiving Party understands and agrees that the Confidential Information is information of a confidential nature of the Disclosing Party, is consistently treated as such by the Disclosing Party and that the public release of this information shall cause irreparable damage to the Disclosing Party. The Confidential Information is being disclosed by the Disclosing Party in specific reliance on the commitments and representations of the Receiving Party in this Agreement. It is accordingly agreed that the Disclosing Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Disclosing Party may be entitled at law or in equity.\n10. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and restates and super cedes any prior understandings and agreements between the parties hereto with respect thereto. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof or preclude any other or further exercise of such right or the exercise of any other right under this Agreement.\n11. This Agreement shall be binding during the Purpose and shall remain in effect for a period or 2 years after the Purpose is completed.\n12. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to conflicts of law principles. No Party may assign this Agreement.\n13. If any provision of this Agreement is declared invalid, illegal or unenforceable by a court of competent jurisdiction such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect.\n14. This Agreement may be executed in counterparts. 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Charles St., 5th Floor\nBaltimore, Maryland 21201\nJHU Contact:\nCOMPANY:\nAddress:\nCOMPANY Contact:\nWHEREAS, each party has certain technical information described below which shall hereinafter be referred to as \"CONFIDENTIAL INFORMATION\";\nCONFIDENTIAL INFORMATION:\nWHEREAS, JHU and COMPANY are each interested in examining the CONFIDENTIAL INFORMATION of the other solely for the PURPOSE, defined below;\nPURPOSE: To explore licensing, collaborative or sponsored research agreement opportunities related to the CONFIDENTIAL INFORMATION.\nNOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:\n\u201dPROVIDER\u201d shall mean the party hereto disclosing CONFIDENTIAL INFORMATION to the RECIPIENT party.\n\u201cRECIPIENT\u201d shall mean the party receiving CONFIDENTIAL INFORMATION from the PROVIDER party.\n 1. PROVIDER, through its employee, the PROVIDER Contact, shall disclose CONFIDENTIAL INFORMATION to RECIPIENT, through its employee, the RECIPIENT Contact, to enable RECIPIENT to fully evaluate such disclosure solely for the PURPOSE. CONFIDENTIAL INFORMATION shall be indicated as confidential at the time of disclosure.\n2. RECIPIENT agrees to accept the CONFIDENTIAL INFORMATION and to employ all reasonable efforts to maintain the CONFIDENTIAL INFORMATION as secret and confidential, such efforts to be no less than the degree of care employed by RECIPIENT to preserve and safeguard RECIPIENT's own confidential information. The CONFIDENTIAL INFORMATION shall not be disclosed or revealed to anyone except employees of RECIPIENT who have a need to know the CONFIDENTIAL INFORMATION for the PURPOSE and who agree to be bound by the terms of this Agreement.\n3. It is hereby acknowledged by PROVIDER that RECIPIENT shall incur no liability merely for examining and considering the CONFIDENTIAL INFORMATION. However, RECIPIENT agrees that it will not use the CONFIDENTIAL INFORMATION for any purpose other than the PURPOSE without the prior written consent of PROVIDER.\n4. RECIPIENT\u2018s obligations under Paragraphs 2 and 3 above shall not extend to any part of the CONFIDENTIAL INFORMATION:\n(a) that can be demonstrated to have been in the public domain or publicly known and readily available to the trade or the public prior to the date of the disclosure; or\n(b) that can be demonstrated, from written records, to have been in RECIPIENT's possession or readily available to RECIPIENT from another source not under obligation of secrecy to PROVIDER prior to the disclosure; or\n(c) that becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by RECIPIENT; or\n(d) that is subsequently disclosed to RECIPIENT by a third party who is not under an obligation of confidentiality to PROVIDER; or\n(e) that is required by any law, regulation, or order of court to be disclosed by RECIPIENT. Prior to disclosing proprietary or CONFIDENTIAL INFORMATION of the PROVIDER, the RECIPIENT shall first notify and provide it an opportunity to prevent disclosure.\n5. RECIPIENT's obligations under Paragraphs 2 and 3 shall extend for a period of five (5) years from the effective date of this Agreement.\n6. It is understood that nothing herein shall be deemed to constitute, by implication or otherwise, the grant to RECIPIENT of any license or other rights under any patent, patent application, or other intellectual property right or interest belonging to PROVIDER, or as permitting RECIPIENT to unfairly obtain the right to use any CONFIDENTIAL INFORMATION which becomes publicly known through an improper act or omission on its part.\n 7. Neither party shall use the name of the other or any contraction or derivative thereof or the name(s) of the other party's faculty members, employees, or students, as applicable, in any advertising, promotional, sales literature, or fundraising documents without prior written consent from the other party.\n 8. The terms of this Agreement supersede any previous non-disclosure agreements or any other preliminary representations or understandings that have been entered into by the parties to this Agreement with regard to the subject CONFIDENTIAL INFORMATION.\nWe agree to examine and consider the subject matter of the CONFIDENTIAL INFORMATION on the foregoing basis.\nTHE JOHNS HOPKINS UNIVERSITY COMPANY\nBy: _____________________________ By: _______________________\nPrinted: _____________________________ Printed: _______________________\n(Name) (Name)\nTitle: _____________________________ Title: _______________________\nDate: _____________________________ Date: _______________________\nAGREED AND ACCEPTED:\nJHU Contact COMPANY Contact\nBy: By: ______________________\nPrinted: Printed: ______________________\n(Name) (Name)\nTitle: Title: ______________________\nDate: Date: _______________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 50 - ], - [ - 50, - 74 - ], - [ - 75, - 184 - ], - [ - 185, - 218 - ], - [ - 219, - 257 - ], - [ - 258, - 283 - ], - [ - 284, - 296 - ], - [ - 297, - 305 - ], - [ - 306, - 314 - ], - [ - 315, - 323 - ], - [ - 323, - 331 - ], - [ - 332, - 471 - ], - [ - 472, - 497 - ], - [ - 498, - 636 - ], - [ - 637, - 646 - ], - [ - 646, - 768 - ], - [ - 769, - 893 - ], - [ - 894, - 992 - ], - [ - 993, - 1085 - ], - [ - 1086, - 1087 - ], - [ - 1087, - 1321 - ], - [ - 1321, - 1346 - ], - [ - 1346, - 1407 - ], - [ - 1408, - 1714 - ], - [ - 1714, - 1743 - ], - [ - 1743, - 1944 - ], - [ - 1945, - 2093 - ], - [ - 2093, - 2254 - ], - [ - 2255, - 2374 - ], - [ - 2375, - 2544 - ], - [ - 2545, - 2761 - ], - [ - 2762, - 2900 - ], - [ - 2901, - 3031 - ], - [ - 3032, - 3125 - ], - [ - 3125, - 3287 - ], - [ - 3288, - 3426 - ], - [ - 3427, - 3860 - ], - [ - 3861, - 3862 - ], - [ - 3862, - 4171 - ], - [ - 4172, - 4173 - ], - [ - 4173, - 4425 - ], - [ - 4426, - 4533 - ], - [ - 4534, - 4570 - ], - [ - 4571, - 4575 - ], - [ - 4575, - 4605 - ], - [ - 4605, - 4609 - ], - [ - 4609, - 4632 - ], - [ - 4633, - 4642 - ], - [ - 4642, - 4672 - ], - [ - 4672, - 4681 - ], - [ - 4681, - 4704 - ], - [ - 4705, - 4718 - ], - [ - 4719, - 4726 - ], - [ - 4726, - 4756 - ], - [ - 4756, - 4763 - ], - [ - 4763, - 4786 - ], - [ - 4787, - 4793 - ], - [ - 4793, - 4823 - ], - [ - 4823, - 4829 - ], - [ - 4829, - 4852 - ], - [ - 4853, - 4873 - ], - [ - 4874, - 4901 - ], - [ - 4902, - 4906 - ], - [ - 4906, - 4910 - ], - [ - 4910, - 4932 - ], - [ - 4933, - 4951 - ], - [ - 4951, - 4973 - ], - [ - 4974, - 4987 - ], - [ - 4988, - 5002 - ], - [ - 5002, - 5024 - ], - [ - 5025, - 5037 - ], - [ - 5037, - 5060 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 22, - 23 - ] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 36 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 25, - 26 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29, - 34, - 35 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 33 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 25, - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 28 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.autm.net/AUTMMain/media/About/Documents/JHUNDABilateral.pdf" - }, - { - "id": 136, - "file_name": "Kenway-NDA-Form-Blank.pdf", - "text": "THIS NON-DISCLOSURE AGREEMENT is made on Xth day of Month, year (the \u201cAgreement\u201d)\nBY and BETWEEN:\n(1) CPK Manufacturing LLC dba Kenway Composites, incorporated and registered in Delaware whose office is at 681 Riverside Drive, Augusta, Maine 04330 (\u201cKenway\u201d); and\n(2) _______________________ incorporated and registered in ____________________whose registered office is at _________________________________________________________ (the \u201cCompany\u201d).\nHereinafter, individually referred to as a \u201cParty\u201d and together, as the \u201cParties\u201d to this Agreement.\nRECITALS\n(A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose (as respectively defined below).\n(B) Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information.\n(C) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.\nNOW THE PARTIES HEREBY AGREE AS FOLLOWS:\n1 Definitions and Interpretation\n1.1 The following definitions in this Clause 1 apply in this Agreement as follows:\n\u201cBusiness Day\u201d means a day (other than a Saturday, Sunday or public holiday) when banks are open for business.\n\u201cConfidential Information:\u201d means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to:\n(a) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group;\n(b) the operations, processes, product information, know-how, designs, specifications, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and\n(c) any information or analysis derived from Confidential Information;\nbut not including any information:\n(a) that is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information);\n(b) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party;\n(c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient;\n(d) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party;\n(e) the Parties agree in writing is not confidential or may be disclosed; and/or\n(f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party.\n\u201cDisclosing Party:\u201d means a Party to this Agreement which discloses or makes available directly or indirectly, Confidential Information.\n\u201cGroup\u201d: means, in relation to a company, that company, each and any subsidiary or holding company from time to time of that company and each and any subsidiary from time to time of a holding company of that company.\n\u201cHolding Company\u201d and \u201cSubsidiary\u201d mean a \"holding company\" and \"subsidiary\" of the Recipient or Disclosing Party respectively.\n\u201cPurpose\u201d: means the exchange of Confidential Information, trade secrets, know-how and samples in order to evaluate and pursue the objective of one or more potential business arrangements with respect to Kenway\u2019s potential to supply the Company with information, products and/or designs that are proprietary to the Company.\n\u201cRecipient\u201d: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information.\n\u201cRepresentative\u201d: means employees, agents, officers, advisers and other representatives of the Recipient.\n1.2 In this Agreement, the following rules of interpretation apply:\n(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);\n(b) a reference to a party includes its personal representatives, successors or permitted assigns;\n(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;\n(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;\n(e) a reference to writing or written includes faxes; and\n(f) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders\n2. Obligations of Confidentiality\n2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:\n(a) not use or exploit the Confidential Information in any way except for the Purpose;\n(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;\n(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);\n(d) keep separate the Confidential Information from all documents and other records of the Recipient;\n(e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorized disclosure, copying or use; and\n(f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information.\n2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:\n(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;\n(b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and\n(c) it keeps a written record of these Representatives; and\n(d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.\n2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.\n2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.\n2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorized access or use.\n2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.\n2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.\n3 Return of Information\n3.1 At the request of the Disclosing Party, the Recipient shall:\n(a) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;\n(b) save in relation to its backup email systems, erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form; and\n(c) certify in writing to the Disclosing Party that it has complied with the requirements of this Clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient.\n3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.\n4 Reservation of Rights and Acknowledgement\n4.1 All Confidential Information shall remain the property of the Disclosing Party. Each Party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other Party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. Any background intellectual property rights subsisting in any information provided by either Party to the other shall remain vested in the Disclosing Party and the Disclosing Party shall grant to the Recipient a non-exclusive, worldwide, royalty free, revocable license to use such background Intellectual Property Rights solely for the period of this Agreement and for the Purpose only. Any foreground intellectual property rights generated by CP in respect of the Purpose shall vest in CP absolutely and the Company shall acquire no interest, right or title in respect of the same.\n4.2 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.\n4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose, or the development or supply of any product or service to which the Confidential Information relates.\n4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.\n5. Warranty and Indemnity\n5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorize the Recipient to use such Confidential Information for the Purpose.\n5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.\n6. Term and Termination\n6.1 The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of 2 years from the date of this Agreement.\n6.2 If either Party decides not to become, or continue to be involved in the Purpose with the other Party it shall notify the other Party in writing immediately.\n6.3 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.\n7 Entire Agreement\n7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.\n7.2 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.\n8. Severance\nIf any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.\n9. No Waiver\n9.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.\n9.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n9.3 A Party that waives a right or remedy provided under this Agreement or by law in relation to another Party, or takes or fails to take any action against that Party, does not affect its rights in relation to any other Party.\n10. Assignment\nExcept as otherwise provided in this Agreement, no Party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it.\n11. Notices\n11.1 Any notice or other communication required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice or communication at its address as set out below:\nKenway: Ian D. Kopp, 681 Riverside Drive, Augusta, Maine 04330\nCompany: _______________________________________________\nor as otherwise specified by the relevant Party by notice in writing to each other Party.\n11.2 Any notice or other communication shall be deemed to have been duly received:\n(a) if delivered personally, when left at the address and for the contact referred to in clause 11.1; or\n(b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or\n(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.\n11.3 A notice or other communication required to be given under this Agreement shall not be validly given if sent by e-mail.\n12. No Partnership or Agency\nNothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorize any Party to make or enter into any commitments for or on behalf of any other Party.\n13. No Relationship of Employer and Employee\nNothing in this Agreement is intended to, or shall be deemed to, establish any relationship of employer and employee between the Parties.\n14. Third Party Rights\nA person who is not a Party to this Agreement shall not have any rights to enforce its terms as though it were a Party to it.\n15. Variation\nExcept as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both Parties.\n16. Governing Law and Jurisdiction\nThis Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of Delaware, of the United States of America, without regard to conflict of law rules thereof. The Parties irrevocably agree that the Courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).\nThis Agreement has been entered into on the date stated above by:\nFor and on behalf of Kenway Composites For and on behalf of Company\n_____________________________ _____________________________\nIan D. 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}, - { - "id": 137, - "file_name": "Kerber_Non_Disclosure_Agreement.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT dated the ___ day of _________________.\nBETWEEN:\n_________________________________ _________________________________ _________________________________ _________________________________\nOF THE FIRST PART\nAND:\nKERBER APPLIED RESEARCH INC. 53 Isaac Brock Drive, Stoney Creek, Ontario Canada L8J 2P1\nOF THE SECOND PART WHEREAS:\nA. The parties contemplate entering into business and technical discussions concerning both current and planned products; and\nB. It may be necessary or desirable for each party to disclose to the other party certain confidential or proprietary technical information in order to enable discussions to freely take place between them concerning the subject matter mentioned above.\nNOW THEREFORE in consideration of the premises, covenants and agreements herein set forth, the parties agree as follows:\n1. For the purpose of this Agreement, \u201cConfidential Information\u201d means information, technical or commercial, whether in visual or machine readable form, received by one party from the other which is marked \u201cConfidential\u201d or \u201cProprietary\u201d, or which would logically be considered confidential or proprietary in view of its relationship to the whole disclosure. Information initially furnished orally and identified by the disclosing party as confidential or proprietary at the time of disclosure will be confirmed by the disclosing party as Confidential Information in writing within thirty (30) days.\n2. The receiving party will not use, manufacture or sell any document, schematic, drawing, photograph, specification, specimen or any other material making up any part of the Confidential Information, or use any Confidential Information as a basis for the design or creation of any items or other means without the prior written consent of the disclosing party.\n3. For a period of five (5) years from the date of receiving it, all Confidential Information will be maintained in confidence by the receiving party, will not be disclosed to any third party or to any persons employed in its business other than those having a need to know for the purposes set forth above, and will be protected with the same degree of care as the receiving party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Each party further agrees not to use any Confidential Information received from the other party except for the purposes set forth above.\n4. The restrictions above will not apply to Confidential Information which:\n(a) Is known by the receiving party at the time of receipt;\n(b) Is or becomes a part of the public domain without a breach of this Agreement by the receiving party;\n(c) The receiving party obtains from a third party under conditions permitting its disclosure to others;\n(d) Is independently developed by the receiving party; or\n(e) Is disclosed pursuant to judicial action or government regulations, provided that the receiving party notifies the furnishing party prior to such disclosure and co-operates with the furnishing party in the event the furnishing party elects to legally contest and avoid such disclosure.\n5. The furnishing of Confidential Information pursuant to this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights, licences or relationships.\n6. Each party shall retain all rights of ownership over all intellectual property associated with the above referenced subject matter, including the rights of ownership of patents, trademarks and copyrights.\nAll tangible information including, without limitation, documents, schematics, drawings, photographs, specifications, specimens or any other information submitted by either party to the other, will remain the property of the furnishing party. If either party elects not to pursue any further business undertaking, each party will promptly return upon request all tangible information including any and all copies thereof relating to all Confidential Information.\nNeither party shall not, and it shall ensure that any of its affiliates do not, for a period of five years from the date of this Agreement, without the prior written consent of the other party, induce any employee employed by the other party to leave such employ or offer to employ or employ such employee.\nThis Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario.\nFailure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\nIN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.\nCompany: _____________________________________\nPer: _________________________________________\nName:\nTitle:\nand\nPer: ____________________________________\nTom Kerber\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 60 - ], - [ - 60, - 81 - ], - [ - 81, - 99 - ], - [ - 100, - 108 - ], - [ - 109, - 143 - ], - [ - 143, - 177 - ], - [ - 177, - 211 - ], - [ - 211, - 244 - ], - [ - 245, - 262 - ], - [ - 263, - 267 - ], - [ - 268, - 297 - ], - [ - 297, - 355 - ], - [ - 356, - 383 - ], - [ - 384, - 509 - ], - [ - 510, - 761 - ], - [ - 762, - 882 - ], - [ - 883, - 1242 - ], - [ - 1242, - 1482 - ], - [ - 1483, - 1844 - ], - [ - 1845, - 2370 - ], - [ - 2370, - 2506 - ], - [ - 2507, - 2582 - ], - [ - 2583, - 2642 - ], - [ - 2643, - 2747 - ], - [ - 2748, - 2852 - ], - [ - 2853, - 2910 - ], - [ - 2911, - 3200 - ], - [ - 3201, - 3394 - ], - [ - 3395, - 3602 - ], - [ - 3603, - 3846 - ], - [ - 3846, - 4065 - ], - [ - 4066, - 4372 - ], - [ - 4373, - 4480 - ], - [ - 4481, - 4581 - ], - [ - 4582, - 4685 - ], - [ - 4686, - 4695 - ], - [ - 4695, - 4732 - ], - [ - 4733, - 4738 - ], - [ - 4738, - 4779 - ], - [ - 4780, - 4785 - ], - [ - 4786, - 4792 - ], - [ - 4793, - 4796 - ], - [ - 4797, - 4802 - ], - [ - 4802, - 4838 - ], - [ - 4839, - 4849 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28, - 29, - 30 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 22, - 26 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 31 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22, - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 22, - 25 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19, - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.kerberresearch.com/files/Kerber_Non_Disclosure_Agreement.pdf" - }, - { - "id": 139, - "file_name": "LSP-data-protection-form.drc_.pdf", - "text": "Non-Disclosure and Confidentiality Agreement\n(Data Protection)\nBackground Information\nWhere an organisation or a non-NHS agency or individual is engaged to carry out or support an NHS or public sector function, the appropriate confidentiality and security requirements must be agreed.\nThe standard specified in the agreement should be consistent with the Information Governance standards expected of NHS and other public sector organisations. These are based on the requirements of the Human Rights Act 1998 and \u2018common law duty of confidentiality\u2019. The Data Protection Act 1998 reiterates this point and makes it a legal requirement that effective agreements exist where a third party processes data. In addition for support functions that do not directly process data but may become party to it, it is a requirement to keep information confidential.\nIn addition the organisation requires any contracted individual or organisation (in this case LSPs) to respect any commercial confidentiality and intellectual property claimed by the organisation in the provision and handling of documentation and information.\nAny patient information, particularly their health or treatment details, is highly sensitive. If such information was leaked to the wrong people, it could cause severe embarrassment to the patients concerned, their families and to the organisation. There could be legal action following such a breach of confidentiality.\nIn addition any inappropriate or unauthorised disclosure of commercially sensitive information or unlicensed reuse of intellectual property could be subject to legal action.\nThe Agreement:\nThis agreement relates to requirements of the Data Protection Act 1998, the Human Rights Act 1998, the \u2018common law duty of confidentiality\u2019 and the Freedom of Information Act (2000).\n1. The following terms apply where an organisation or its staff may gain access to, or have provided to it, personal identifiable information (defined within the terms of the Data Protection Act 1998) when working for, or with the \u2018data controller\u2019. It also applies where the contracted third party is privilege to commercially sensitive information, security related information and any intellectual property of the contracting organisation.\n2. The access referred to in point 1 above may include:\na. Access to or sharing of information held in any electronic format or on paper\nb. Information that is part of verbal discussions\n3. Any information (personal or organisational) will only be used for purposes agreed between the organisations. Information will be retained for a period agreed between the parties and destroyed by an agreed method.\nAgreed purposes are: To provide communication support in line with Deafness Resource Centre terms and conditions\nAgreed retention period: upon completion of assignment and invoicing\nAgreed destruction method: Shredding of paper based information and deletion of electronic information\n4. Any work involving access to personal identifiable information will be done by formally authorised staff of the organisation (except as provided in paragraph 5 below). The organisation shall keep a record of all such authorisations.\nInformation containing a unique number (e.g. NHS, NI or organisational) or a combination of items from the following list is \u201cpersonal identifiable data\u201d: Name, Address, Postcode, Date of Birth, Other Dates (i.e. death, diagnosis), Sex, Ethnic Group or Occupation.\n5. All personal identifiable information will be treated as confidential and will not be disclosed to any other persons outside the requirements of the above agreed purpose(s), without agreement of the \u2018data controller\u2019. Any organisational information marked as \u2018commercial\u2019 or \u2018sensitive\u2019 or by implication of the subject could prejudice the commercial interests of either party will be treated as confidential.\n6. A DRC email account to be used to send and receive personally identifiable data.\n7. Where the activities performed by the contractor (in this case LSP) do not require them to process information but they may become party to it by overseeing or overhearing, they will be required to keep such information confidential.\n8. Any breach of the terms of this agreement may result in termination of arrangements (including formal contracts) and legal action may be taken.\n9. The organisation (in this case LSP) is responsible for ensuring their staff/sub-contractors adhere to the terms of this agreement.\nDeclaration\nI agree to the above terms and conditions (Recipient)\nSigned: ______________________________ Print Name: _______________________________\nCompany Name (if applicable): ____________________________________ Date: _____________\nRepresentative of the \u2018data controller\u2019 (Disclosing party)\nSigned: _________________________________ Print Name: ________________________________\nOrganisation: Deafness Resource Centre Ltd Date: __________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 62 - ], - [ - 63, - 85 - ], - [ - 86, - 284 - ], - [ - 285, - 443 - ], - [ - 443, - 550 - ], - [ - 550, - 702 - ], - [ - 702, - 851 - ], - [ - 852, - 1111 - ], - [ - 1112, - 1206 - ], - [ - 1206, - 1361 - ], - [ - 1361, - 1432 - ], - [ - 1433, - 1606 - ], - [ - 1607, - 1621 - ], - [ - 1622, - 1797 - ], - [ - 1797, - 1804 - ], - [ - 1805, - 2055 - ], - [ - 2055, - 2247 - ], - [ - 2248, - 2303 - ], - [ - 2304, - 2384 - ], - [ - 2385, - 2434 - ], - [ - 2435, - 2548 - ], - [ - 2548, - 2651 - ], - [ - 2652, - 2673 - ], - [ - 2673, - 2764 - ], - [ - 2765, - 2833 - ], - [ - 2834, - 2936 - ], - [ - 2937, - 3108 - ], - [ - 3108, - 3172 - ], - [ - 3173, - 3437 - ], - [ - 3438, - 3659 - ], - [ - 3659, - 3850 - ], - [ - 3851, - 3934 - ], - [ - 3935, - 4171 - ], - [ - 4172, - 4318 - ], - [ - 4319, - 4452 - ], - [ - 4453, - 4464 - ], - [ - 4465, - 4518 - ], - [ - 4519, - 4527 - ], - [ - 4527, - 4558 - ], - [ - 4558, - 4570 - ], - [ - 4570, - 4601 - ], - [ - 4602, - 4632 - ], - [ - 4632, - 4669 - ], - [ - 4669, - 4675 - ], - [ - 4675, - 4688 - ], - [ - 4689, - 4747 - ], - [ - 4748, - 4756 - ], - [ - 4756, - 4790 - ], - [ - 4790, - 4802 - ], - [ - 4802, - 4834 - ], - [ - 4835, - 4884 - ], - [ - 4884, - 4894 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 22, - 25 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 31, - 33 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 16, - 18, - 20 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 21, - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.deafnessresourcecentre.org/wp-content/uploads/2016/12/LSP-data-protection-form.drc_.pdf" - }, - { - "id": 141, - "file_name": "Lead-NDA.pdf", - "text": "Non\u2013Disclosure Agreement\nDate: this 1st April 2019\nParties:\n(1) \u2018The Donor\u2019:\n(2) \u2018The Recipient\u2019: Albright IP Limited, of County House, Bayshill Road, Cheltenham, GL50 3BA\nOperative Provisions:\n1 In consideration of the disclosure to it by the Donor of information (whether or not contained in documents) relating to a _______________________ (\u2018the Information\u2019) for the purposes of the preparation, filing and prosecution of one or more patent applications (\u2018the Applications\u2019) on behalf of the Donor (\u2018the Purpose\u2019) the Recipient undertakes that it will respect and preserve the confidentiality of the Information and it will not without the express prior consent of the Donor either:\n1.1 communicate or otherwise make available the Information to any third party, other than:\na) an employee of the Recipient who requires the Information in connection with his employment and then only if the employee is bound by conditions of secrecy no less strict that those set out in this Agreement which conditions Recipient hereby agrees to enforce at the request of the Donor; and/or\nb) the UK Intellectual Property Office, the European Patent Office, the United States Patent and Trademark Office, the World Intellectual Property Organisation, and any other national or international intellectual property office worldwide, but only with respect to the Applications in accordance with the Purpose; and/or\nc) any person in any jurisdiction worldwide who has been authorised by the Donor or Recipient to act on behalf of, or otherwise assist, the Donor with respect to one or more of the Applications, and any duly authorised legal representative of the Donor in any jurisdiction worldwide; and/or\n1.2 use the Information for any investigation, research, development or manufacture, other than so far as any such activity is essential for the Purpose.\n2 The above obligations shall not apply or shall cease to apply to such of the Information as the Recipient can show to the reasonable satisfaction of the Donor:\n2.1 has become public knowledge other than through the fault of the Recipient; or\n2.2 was already known to the Recipient prior to disclosure by the Donor; or\n2.3 has been received from a third party who did not acquire it in confidence from the Donor or from someone owing a duty of confidence to the Donor.\n3 The above obligations shall also apply to any sample or article incorporating or derived from the Information and whether or not provided by the Donor (\u2018Samples\u2019).\n4 The Recipient shall, at any time and if so requested by the Donor, return to the Donor (or if the Donor so requests, destroy or erase) all Samples and any documents provided by the Donor recording the Information.\n5 The term of this agreement is to be five years from the first disclosure of the Information by the Donor to the Recipient, or until the first public disclosure of the Information, or until the Recipient is authorised to disclose the Information by the Donor to a third party (such as a Patent Office), whichever is shorter.\n6 The agreement shall be governed by the courts of England and Wales, and the parties agree to submit to the jurisdiction of the courts of England and Wales.\nSIGNED by the Donor:\n...........................................................................................................\n...........................................................................................................\nSIGNED for and on behalf of the Recipient:\n...........................................................................................................\nAdrian Niall Hocking\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 50 - ], - [ - 51, - 59 - ], - [ - 60, - 76 - ], - [ - 77, - 171 - ], - [ - 172, - 193 - ], - [ - 194, - 196 - ], - [ - 196, - 686 - ], - [ - 687, - 778 - ], - [ - 779, - 1077 - ], - [ - 1078, - 1399 - ], - [ - 1400, - 1690 - ], - [ - 1691, - 1844 - ], - [ - 1845, - 1847 - ], - [ - 1847, - 2006 - ], - [ - 2007, - 2088 - ], - [ - 2089, - 2164 - ], - [ - 2165, - 2314 - ], - [ - 2315, - 2317 - ], - [ - 2317, - 2480 - ], - [ - 2481, - 2483 - ], - [ - 2483, - 2696 - ], - [ - 2697, - 2699 - ], - [ - 2699, - 3022 - ], - [ - 3023, - 3025 - ], - [ - 3025, - 3180 - ], - [ - 3181, - 3201 - ], - [ - 3202, - 3309 - ], - [ - 3310, - 3417 - ], - [ - 3418, - 3460 - ], - [ - 3461, - 3568 - ], - [ - 3569, - 3589 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 8, - 9, - 10 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8, - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.albright-ip.co.uk/wp-content/uploads/2019/04/Lead-NDA.pdf" - }, - { - "id": 142, - "file_name": "LiiON%20NDA%202-27-2015%20v1.0.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made and entered into this _____ day of ___________, 2015 (the \u201cEffective Date\u201d), by and between ______________, a _________________________, having its principal place of business at ___________________ ___________________ (\u201cVendor\u201d), and LiiON, LLC., a Nevada limited liability corporation, having its principal place of business at 120 Prairie Lake Rd, Suite 1, East Dundee, IL 60118 (\u201cCompany\u201d).\nWHEREAS, each party desires to provide and to receive information that may be consid-ered confidential or proprietary; and\nWHEREAS, prior to providing such information, each party requires a Non-Disclosure Agreement from the other party;\nNOW, THEREFORE, to ensure protection of such information and for other considera-tion the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:\n1. Definitions. As used in this Agreement:\n(a) \u201cAffiliates\u201d means entities controlling, controlled by or under common control with Vendor or with Company.\n(b) \u201cConfidential Information\u201d means: (1) any information, whether tangi-ble or intangible, in written or in machine readable form that is marked or designated in writing as \u201cProprietary\u201d or \u201cConfidential\u201d at the time of disclosure; (2) any information disclosed orally or visually to Receiving Party, provided that such information is orally identified as \u201cConfidential\u201d or \u201cProprietary\u201d prior to or at the time of its disclosure, (3) any information derived or extracted from information provided to Receiving Party that Receiving Party reasonably should conclude was intended to be confidential, or (4) any information that is considered a trade secret and not expressly released to Receiving Party by Disclosing Party.\n(c) \u201cDisclosing Party\u201d means the party disclosing the Confidential Infor-mation.\n(d) \u201cReceiving Party\u201d means the party receiving the Confidential Infor-mation.\n(e) \u201cPurpose\u201d means (1) discussing, assessing or evaluating a party\u2019s interest in establishing or furthering a current or future business relationship between the parties; and (2) to the extent this Agreement is incorporated by reference into any other agree-ment between the parties, achieving the objectives of that agreement.\n2. Use of Confidential Information.\n(a) Receiving Party agrees that it will only use Disclosing Party's Confidential Information to the extent necessary for the Purpose.\n(b) Except as provided in this Agreement, Receiving Party shall not intention-ally disclose to any other person, firm or corporation or use for its own benefit any Confi-dential Information it receives from Disclosing Party.\n(c) Receiving Party may disclose the Confidential Information to the employ-ees, officers, directors, and Affiliates of Receiving Party who need to know such Confi-dential Information in connection with the Purpose and who receive such information subject to the same or comparable restrictions as are contained in this Agreement as evi-denced by a signed non-disclosure agreement or equivalent . Disclosure of the Confiden-tial Information to outside agents and affiliates other than Receiving Party must be agreed upon by the Disclosing Party in writing..\n(d) Each party shall use at least the same degree of care, but in no event less than reasonable care, to avoid inadvertent disclosure or unpermitted use of the other par-ty's Confidential Information which it employs with respect to its own proprietary or con-fidential information of a similar nature which it does not wish to have disseminated, published or disclosed.\n(e) This Agreement shall not be construed to bind or impose obligations upon any other division, subsidiaries or business units of Receiving Party or its Affiliates, ex-cept for any such divisions, subsidiaries, business units or Affiliates that have access to the Confidential Information in accordance with the terms of this Agreement.\n3. Inapplicability of Restrictions. There shall be no restrictions under this Agree-ment with respect to any portion of the Confidential Information which:\n(a) is known to Receiving Party or its Affiliates at the time of its disclosure without breach of this Agreement.\n(b) is or becomes publicly known through no wrongful act of Receiving Party or its Affiliates.\n(d) is independently developed by Receiving Party without breach of the re-strictions contained in this Agreement.\n(e) is furnished to any third party by Disclosing Party without a similar re-striction on the third party\u2019s rights.\n(f) is approved for release by Disclosing Party.\n(g) is requested or required to be disclosed by court order, government agency action or other legal process. In such event, Receiving Party shall, to the extent permissi-ble under applicable law, notify Disclosing Party of any such request in sufficient time to enable Disclosing Party to contest or prevent such disclosure or seek entry of a an appro-priate protective order. Receiving Party shall cooperate with the Disclosing Party, at Dis-closing Party\u2019s expense, in seeking to protect the Confidential Information.\n4. Ownership. All Confidential Information disclosed pursuant to this Agreement is and shall remain the property of Disclosing Party. Receiving Party shall not alter or remove any confidentiality or proprietary marking on the Confidential Information and, subject to the forego-ing, may make such limited number of copies of Disclosing Party's Confidential Information to the extent necessary to achieve the Purpose. Within 15 days of written request from Disclosing Party, Receiving Party shall promptly return Disclosing Party\u2019s Confidential Information and all copies thereof to Disclosing Party or destroy Disclosing Party\u2019s Confidential Information, in-cluding all copies thereof, purge its computer systems of such Confidential Information and cer-tify such destruction in writing signed by a duly authorized representative. Notwithstanding the foregoing, Receiving Party may retain one copy in a confidential file for archival purposes.\n5. No License or Other Rights. No license or other rights under any patent, copy-right, trademark or trade secret are granted or implied by this Agreement. Neither this Agree-ment nor the disclosure or receipt of Confidential Information shall be construed to create any obligation of a party to enter into any agreement or relationship with the other party or to pur-chase from or provide to the other party any service or product. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.\n6. Notices. Whenever under the terms of or in connection with this Agreement any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by facsimile, by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt re-quested, and with all postage prepaid, addressed as follows:\nIf to Company, to: LiION LLC 120 Prairie Lake Rd East Dundee, IL 60118\nAttention: Gary Gray\nIf to Vendor, to: ____________________________________\nAttention:\nEither party may change the person to whom notices shall be sent or its notice address by notice given in accordance with this section. Notice shall be deemed received on the date of receipt or\nthe date on which receipt is refused. In the event notice is given by facsimile, a copy of such fac-simile shall be sent to the recipient thereof in accordance with the provisions hereof (other than by facsimile) within two days after such facsimile was transmitted.\n7. Other.\n(a) The term of this Agreement shall commence on the Effective Date and shall expire three years\u2019 thereafter, unless earlier terminated by either party upon at least ten days\u2019 prior notice to the other party. The restrictions and obligations set forth in this Agreement shall survive any expiration or termination for five years from the date of such expiration or termination with respect to Confidential Information disclosed under this Agreement prior to the date of such expiration or termination.\n(b) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, IN CONTRACT, IN TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND RELATING TO OR IN CONNECTION WITH SUCH PARTY\u2019S PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.\n(c) This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Illinois without regard to principles of conflicts of law.\n(d) HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVE ALL RIGHTS TO TRIAL BY JURY AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE.\n(e) Neither party shall export, directly or indirectly, any Confidential Infor-mation received under this Agreement or any product that utilizes such Confidential In-formation to any country or to any foreign national for which governmental authorization is required, without first obtaining such authorization.\n(f) This Agreement shall be binding upon the parties, their successors and as-signs. 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This deed sets out how this Confidential Information must be treated by the Confidant.\nTHIS DEED WITNESSES\n1 Confidential information\nIn this deed, the term Confidential Information means any and all information disclosed by NostraData to the Confidant in any form (including verbally, electronically, visually, in writing or in any other tangible form, and all copies of any such information), which is identified as, notified as being, or which would be reasonably expected to be, confidential or proprietary to NostraData.\nConfidential Information includes any data, software, software documentation, source code, documentation for functional specifications, development guidelines, inventions, training materials, third party confidential information, and any information about NostraData which is disclosed to the Confidant in connection with the Datathon.\n2 Use of Confidential Information\nThe Confidant may only use Confidential Information disclosed to it under this deed for the sole purpose of the Datathon and must use Confidential Information strictly in accordance with NostraData\u2019s directions and otherwise in accordance with this deed.\n3 Disclosure of Confidential Information\nThe Confidant must not disclose any Confidential Information to any third party without the express and prior written consent of NostraData. The Confidant must take all reasonable precautions to avoid unauthorised disclosure and protect against unauthorised use of the Confidential Information, such precautions to be at least as stringent as those used by the Confidant for the protection of the Confidant\u2019s own confidential information and always in accordance with the Privacy Act 1988. The Confidant must not store the Confidential Information on a public web server.\n4 Disclosure required by law\nIf the Confidant is required by law to disclose any Confidential Information to a third person, the Confidant must:\n(a) before doing so:\n(i) notify NostraData; and\n(ii) give NostraData a reasonable opportunity to take any steps that NostraData considers necessary to protect the confidentiality of that information; and\n(b) notify the third person that the information is the Confidential Information of NostraData.\n5 Reverse engineering, decompilation and re-identification\nThe Confidant must not reverse engineer or decompile any software included in any Confidential Information, or make any unauthorised copies of any Confidential Information. The Confidant must not attempt to re-identify any personal information that has been de-identified in the Confidential Information.\n6 Indemnity\nAs the disclosure of the Confidential Information may cause irreparable harm to the business of NostraData, the Confidant hereby undertakes to indemnify, and to keep indemnified, NostraData against all claims, losses or liabilities (including in particular damages, reasonable legal and professional costs, penalties and expenses) which may be suffered or incurred by NostraData arising out of or in connection with a breach of this deed by the Confidant.\n7 Acknowledgement\nNotwithstanding clause 6, the Confidant acknowledges that it is aware that any breach of this deed may result in damage to NostraData and that NostraData is entitled to enforce its rights by seeking specific performance or injunction proceedings, as monetary damages may not be sufficient relief.\n8 Rights in Confidential Information\nThe Confidant acknowledges that it has no proprietary rights, title or interest in, and will not acquire any licence, rights, title or interest in, any Confidential Information or other information disclosed by NostraData to the Confidant.\n9 Return of Confidential Information\nFollowing any request by NostraData, the Confidant must immediately provide to NostraData all Confidential Information and certify that no Confidential Information is retained by the Confidant. The obligation to return Confidential Information includes the obligation to return any and all Confidential Information in physical, electronic or other tangible form.\n10 Deletion of data at the conclusion of the Datathon\nAt the conclusion of the Datathon the Confidant must permanently delete all data provided by NostraData. The data may be retained if NostraData makes specific requests for further demonstrations.\n11 Intellectual Property\nAny source code developed by the Confidant for the purpose of the Datathon will remain the intellectual property of the Confidant. It is not required to submit source code to be eligible to participate in the Datathon.\nBy making a submission at the conclusion of the Datathon, consisting of a deck of slides presenting the Confidant's insights extracted from the Confidential Information, the Confidant grants the Datathon organisers and NostraData an irrevocable, non-exclusive, royalty-free and perpetual right to use, modify, distribute to the public, and publicly display the content of the submission\n12 General\n(a) This deed is governed by the laws of the State of Victoria, Australia.\n(b) This deed constitutes the entire agreement between the parties and supersedes all prior understandings and agreements concerning its subject matter.\n(c) The words \u201cincludes\u201d and \u201cincluding\u201d are not words of limitation\nSigned by the Confidant\nThe information below may be collected separately during the registration process of the Datathon.\nFull name \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nAddress \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nOccupation and employer (if applicable) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nDate \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nSignature \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n", - 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39 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 29 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 22, - 23 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.datasciencemelbourne.com/datathon/wp-content/uploads/2014/12/MelbourneDatathon2017NDA.pdf" - }, - { - "id": 144, - "file_name": "helpjuice_production%2Fuploads%2Fupload%2Fimage%2F2329%2Fdirect%2F1526996160411-FullStory+Mutual+Non-Disclosure+Agreement+2018.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (the \u201cAgreement\u201d) is made and entered into, as of May 8th, 2018 (\u201cEffective Date\u201d), by and between FullStory, Inc., having a principal place of business at 120 Ottley Dr NE, Ste 100, Atlanta, GA 30324 and ____________, having a principal place of business at ________________.\n1. \"Confidential Information\"means information that relates to the Purpose (as defined below) or that, although not related to such Purpose, is nevertheless disclosed as a result of the parties' discussions in that regard, and that should reasonably have been understood by the party receiving such information (the \u201cRecipient\u201d), because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the party disclosing the information (the \u201cDiscloser\u201d) or an Affiliate of the Discloser or to a third party. Confidential Information may be disclosed in written or other tangible form (including on electronic media) or by oral, visual or other means. Confidential Information includes all of the following, whether or not reduced to tangible form: software codes and computer programs; trade secrets, patents, patent applications, and copyrights; know-how, processes, research, development, ideas, and inventions (whether patentable or not); formulas and algorithms; technical drawings, schematics, design, diagrams, models, and flow charts; documentation and specifications; databases and materials; financial information and projections; business plans and needs; employee information; customer lists, sales information and forecasts, marketing plans, customer leads, customer information and anticipated markets; and other information of a similar nature, and any other trade secrets or non-public business information belonging or pertaining to either of the parties. \"Affiliate\"means any person or entity directly or indirectly controlling, controlled by, or under common control with a party.\n2. Recipient will not use any Confidential Information except to the extent necessary for the internal purpose of discussing, analyzing, and exchanging information about each party\u2019s products, services and other offerings to determine whether the parties may enter into a mutually beneficial business relationship (\u201cPurpose\u201d). Recipient will not disseminate or disclose any Confidential Information to any person, firm, business or governmental agency or department, except as such disclosure is expressly permitted in this Agreement. Recipient will treat all of Discloser\u2019s Confidential Information with the same degree of care as Recipient treats its own Confidential Information, but not less than reasonable care. Recipient will disclose Discloser\u2019s Confidential Information only to those of Recipient\u2019s employees, consultants, and contractors who have a \u201cneed to know\u201d the information to assist Recipient with respect to the Purpose and who are legally bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Neither party is obligated under this Agreement to purchase from or provide to the other party any service or product. Recipient agrees not to copy or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement; Recipient does not acquire any right in or to the Confidential Information except the limited right to use it for the Purpose.\n3. Recipient\u2019s obligations under Section 2 will not apply to any of Discloser\u2019s Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient\u2019s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by the Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser\u2019s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser\u2019s Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Agreement will not be considered to be a breach of this Agreement by the Recipient; provided, however, that Recipient provides prompt prior written notice to the Discloser to enable Discloser to seek a protective order or otherwise prevent the disclosure.\n4. Neither party will communicate any information to the other in violation of the proprietary rights of any third party. ALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS,\u201d AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED. Discloser will have no liability or responsibility for reasonably unknown errors or omissions in, or any decisions made by Recipient in reliance on, any Confidential Information disclosed hereunder.\n5. Recipient will obtain any licenses or approvals the U.S. government or any of its agencies require prior to exporting, directly or indirectly, any technical data acquired from Discloser pursuant to this Agreement or any product utilizing that data.\n6. This Agreement will become effective as of the Effective Date and will continue until the date one party receives written notice of termination of this Agreement from the other party; provided, however, that a Recipient\u2019s obligations under Section 2 will survive termination of this Agreement and will continue with respect to the Discloser\u2019s Confidential Information until the obligations no longer apply pursuant to Section 3 above.\n7. All Confidential Information disclosed under this Agreement will be and will remain the property of the Discloser; all such information in tangible form will be returned to Discloser promptly upon written request or upon the termination or expiration of this Agreement, and will not thereafter be retained in any form by Recipient or its Affiliates or any of their employees. Except upon mutual written agreement or as may be required by law, neither party will disclose to others the existence or terms of this Agreement, the discussions that gave rise to this Agreement or the fact that there have been, or will be, discussions or negotiations covered by this Agreement.\n8. The parties acknowledge that the Confidential Information is unique and valuable and a breach by Recipient of this Agreement will cause irreparable and continuing damage to Discloser for which money damages are insufficient. In the event of a breach or threatened breach of the obligations under this Agreement, Discloser will be entitled to: (1) seek specific performance and injunctive or other equitable relief without the necessity of posting a bond, and (ii) indemnification from any loss or harm, including recovery of attorney\u2019s fees, in connection with any breach or enforcement of Recipient\u2019s obligations hereunder or the unauthorized use or release of such Confidential Information. Any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Recipient must notify Discloser in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware and will assist Discloser in remedying the unauthorized use or disclosure of Discloser\u2019s Confidential Information.\n9. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth above or to such other address as either party may provide in writing.\n10. This Agreement (a) is the complete agreement of the parties concerning the subject matter hereof and supersedes any prior agreements whether oral or written with respect to disclosures concerning such subject matter; (b) may not be amended or modified except by in a writing signed by authorized representatives of both parties; and (c) will be governed and construed in accordance with the laws of Delaware without regard to conflict of laws provisions. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in New Castle County, Delaware as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of the federal or state courts located in New Castle County, Delaware such personal jurisdiction will be non-exclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Agreement may be brought in any court of competent jurisdiction. Neither party may assign any of its rights or obligations hereunder, except to an Affiliate, without the prior written consent of the other party. No failure or delay in exercising or any partial exercise of any right, power or privilege hereunder will operate as a waiver thereof. If any provision of this Agreement is found to be unenforceable, the remainder will be enforced as fully as possible and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.\nThe parties agree and are signing this Agreement as of the Effective Date.\nFULLSTORY, INC. _________________\nBy: By:\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 59 - ], - [ - 59, - 328 - ], - [ - 328, - 345 - ], - [ - 346, - 934 - ], - [ - 934, - 1077 - ], - [ - 1077, - 1898 - ], - [ - 1898, - 2024 - ], - [ - 2025, - 2352 - ], - [ - 2352, - 2560 - ], - [ - 2560, - 2743 - ], - [ - 2743, - 3111 - ], - [ - 3111, - 3230 - ], - [ - 3230, - 3396 - ], - [ - 3396, - 3652 - ], - [ - 3653, - 3787 - ], - [ - 3787, - 3948 - ], - [ - 3948, - 4136 - ], - [ - 4136, - 4280 - ], - [ - 4280, - 4383 - ], - [ - 4383, - 4456 - ], - [ - 4456, - 4528 - ], - [ - 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"spans": [ - 29 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 14, - 29 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 29 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5, - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 22, - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8, - 42, - 43, - 44 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://s3.amazonaws.com/helpjuice-static/helpjuice_production%2Fuploads%2Fupload%2Fimage%2F2329%2Fdirect%2F1526996160411-FullStory+Mutual+Non-Disclosure+Agreement+2018.pdf" - }, - { - "id": 145, - "file_name": "icc-court-non-disclosure-agreement-english.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nBetween:\nInternational Chamber of Commerce (\u201cICC\u201d), a French not-for-profit association established under the law of 1901 (association loi 1901) relating to the contract of association, domiciled at 33-43 avenue du Pr\u00e9sident Wilson, 75116 Paris, France, acting on behalf of its working body, the International Court of Arbitration (the \u201cICC Court\u201d),\nand\n(tick the box/es related to your role on the Nominations Commission and add your name)\n.............................................................................: ICC Court member\n.............................................................................: Member of National Committee Nominations Commission\n.............................................................................: Contact Person (paragraph 18 of the Note to National Committees and Groups of ICC on the Proposal of Arbitrators)\n..............................................................................: Other person affiliated or employed by a National Committee (but not the Contact Person)\nhereinafter referred to as \u201cParty\u201d or \u201cParties\u201d respectively.\nWhereas the work of the ICC Court, including the work of the offices of its Secretariat, is of a confidential nature which must be respected by everyone who participates in that work in whatever capacity, in particular by ICC Court members and individuals involved in the selection and proposal of arbitrators to the ICC Court within an ICC National Committee or Group (the \u201cMembers\u201d);\nWhereas the ICC Court wishes to ensure that the information, which may become known to Members while performing their function in the course of their term of office as member of the ICC Court or when in charge of selecting or proposing arbitrators to the ICC Court within an ICC National Committee or Group, is used in compliance with the ICC Arbitration Rules and their Appendices and protected from any disclosure;\nWhereas the Parties are aware of their obligation to preserve confidentiality, trade secret, and privacy of information and data that may be brought to their attention in the course of their term of office;\nWhereas the Members acknowledge that any breach of their obligation mentioned hereto would be detrimental to ICC, its management and staff, the ICC Court and the reputation of ICC arbitration thus leaving no option to ICC but to take all appropriate action to remedy this breach;\nThe Parties enter into the following agreement (\u201cAgreement\u201d):\nArticle 1 \u2013 Definition of Confidential and Proprietary Information\n\u201cConfidential Information\u201d means any information or data, or both, communicated by or on behalf of the ICC Court to the Member, including, but not limited to, any kind of business, commercial, technical, legal, financial information and data in connection with the arbitral proceedings, the activities and image of the ICC Court, except for information that is demonstrably non-confidential in nature. The information shall be Confidential Information, irrespective of the medium in which that information or data is embedded, and whether the Confidential Information is disclosed orally, visually or otherwise.\n\u201cProprietary Information\u201d means information or data, or both, belonging to ICC, which may be Confidential Information or not.\nArticle 2 \u2013 Obligation to keep Confidential and Restrictive Use\nThe Member shall:\na) not disclose any Confidential Information or Proprietary Information unless expressly authorised by the ICC Court;\nb) use any Confidential Information or Proprietary Information exclusively for the purpose of its collaboration with the ICC Court and not for its own or anyone else\u2019s benefit;\nc) keep secure, confidential and hold all Confidential Information and Proprietary Information with no less a degree of care as is used for the Member\u2019s own confidential or Proprietary Information and at least with reasonable care; and\nd) not amend, vary, develop, improve, enhance (\u201cDerivation\u201d) the Confidential Information or Proprietary Information except as otherwise approved in writing by the ICC Court.\nIn addition, ICC Court members are only permitted to disclose Confidential information or Proprietary information for the sole purpose of conflict checks. They must only disclose such information to the person duly authorized to run conflict checks within their respective law firm or company. ICC Court members undertake that their firm or company will not use the Confidential information or Proprietary information for any other purpose and remain responsible for ensuring that such information is immediately destroyed upon conclusion of the conflict check.\nArticle 3 \u2013 Exclusions from Obligation to keep Confidential and Restrictive Use\nThe obligations under Article 2 to keep confidential all Confidential Information or Proprietary Information shall not apply to the extent that the Member can prove that any of that information:\na) was in the Member\u2019s possession without an obligation of confidentiality prior to receipt from the ICC Court;\nb) is lawfully obtained by the Member from a third party without an obligation of confidentiality, provided that third party is not, to the ICC Court\u2019s best knowledge, in breach of any obligation of confidentiality to the ICC Court relating to that information; or\nc) is developed by the Member independent of any Confidential Information or Proprietary Information.\nArticle 4 \u2013 Copies\nUnless otherwise specified by the ICC Court at the time of disclosure, the Member may make copies of the Confidential Information and of Proprietary Information to the extent necessary for the purpose of performing the Member\u2019s function.\nArticle 5 \u2013 Refusal\nNothing in this Agreement shall obligate the ICC Court to disclose any information to the Member. ICC has full discretion to determine which Confidential Information or Proprietary Information can be disclosed to the Member during the term of office of the Member.\nArticle 6 \u2013 No Licence or Ownership\nNothing in this Agreement shall affect any rights the ICC Court may have in relation to Confidential Information or Proprietary Information, neither shall this Agreement provide the Member with any right or licence under any patents, copyrights, trade secrets, or the like in relation to the Confidential Information or Proprietary Information.\nArticle 7 \u2013 No Warranty\nThe ICC Court makes available the Confidential Information or Proprietary Information as is and only warrants that, it has done its best efforts to ensure to the best possible extent that the information disclosed is complete, accurate, free from defects or third party rights, and useful for the purposes of the Member.\nArticle 8 \u2013 No Further Obligations\nThis Agreement does not:\na) create any other relationship; or\nb) oblige a Party to enter into any other contract.\nArticle 9 \u2013 Term and Termination\nThis Agreement enters into force by signing of all Parties and can be terminated by either Party with immediate effect by giving a written notice to the other Party.\nThis Agreement ends automatically upon expiry of the Member\u2019s term of office.\nArticle 10 \u2013 Survival of Obligations\nUpon termination of this Agreement, the Member shall stop making use of Confidential Information or Proprietary Information. The Parties\u2019 obligations under this Agreement shall survive indefinitely or to the longest extent permitted by the applicable laws.\nArticle 11 \u2013 Breach and Remedies\nThe Parties agree that Confidential Information or Proprietary Information may relate to highly sensitive aspects of ICC Court\u2019s activities or arbitral proceedings and that loss, misuse or unauthorised Derivation or disclosure of the Confidential Information or Proprietary Information may be highly prejudicial to the interests of ICC and the ICC Court, and that financial compensation may not adequatly compensate ICC for any such damage. ICC therefore reserves the right to take whatever injunctive or other action it deems necessary, at law, in equity or otherwise to protect its interests in the event of any actual and/or alleged breach of this Agreement by the Member.\nArticle 12 \u2013 Disposal\nWithin ninety (90) days of termination of this Agreement, the ICC Court may request the disposal of the Confidential Information or Proprietary Information disclosed to the Member. Disposal means execution of reasonable measures to return or destroy all materials and copies including electronic data. Destruction shall be confirmed in writing. Disposal shall be effected within thirty (30) days of the request being made.\nArticle 13 \u2013 Good Faith and Fair Dealing\nIn carrying out their obligations under this Agreement, the Parties will act in accordance with the principles of good faith and fair dealing. The provisions of this Agreement, as well as any statements made by the Parties in connection with this Agreement, shall be interpreted in accordance with the principles of good faith and fair dealing.\nArticle 14 \u2013 Dispute Resolution\nThis Agreement is governed by, and shall be construed in accordance with the laws of France.\nAny dispute arising from or in connection with this Agreement shall be resolved by both Parties or their representatives, if any, through consultation and negotiations at the request of either Party by written notice to the other Party.\nFailing a resolution within three weeks following the notice mentioned in the above paragraph, the Tribunal de Grande Instance de Paris shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes arising out of or in connection with this Agreement.\nArticle 15 \u2013 No Assignment\nThis Agreement may not be assigned by either Party without the prior written consent of the other Party. No assignment shall relieve a Party of its obligations under this Agreement with respect to Confidential Information or Proprietary Information disclosed to that Party prior to the agreed assignment.\nArticle 16 \u2013 Written Form\nThis Agreement may not be modified or amended except in writing, signed by the Parties or their authorised representatives.\nIn witness whereof the Parties or their duly authorised representatives have executed this Agreement on the day and year written below.\nDate (Day/Month/Year): ..........................................\nICC Signatory\nEmmanuel Jolivet Name ...............................................................\nGeneral Counsel Title ..................................................................\nInternational Chamber of Commerce Firm/Company .................................................\nSignature Signature \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n", - "spans": [ - [ - 0, - 24 - 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10576 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 44 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 18 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 56 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 34, - 37 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 62 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 34, - 36 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 28, - 29 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23, - 25, - 30, - 31 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://cdn.iccwbo.org/content/uploads/sites/3/2018/08/icc-court-non-disclosure-agreement-english.pdf" - }, - { - "id": 146, - "file_name": "ingram-non-disclosure.pdf", - "text": "Non-Disclosure Agreement (APOD)\nThis Nondisclosure Agreement is entered into as of the ______ day of ___________, 20__ (the \"Effective Date\"), by and between Lightning Source UK Ltd., a private company limited by shares formed under the laws of England and Wales (\"LSUK\"), and ______________________, including its parent, subsidiary or affiliated entities, if any (\"Recipient\").\nIn order to pursue a possible business relationship, LSUK is providing a tour of its facility and may from time to time disclose confidential or proprietary business and technical information to Recipient. Recipient recognizes the need for LSUK to disclose certain Confidential Information to be used solely for the purpose of evaluating any discussions in furtherance of this business relationship using an automated print on demand facility. The parties hereby agree as follows:\nThat all information, data, and materials furnished, either orally or otherwise by LSUK shall be considered \"Confidential Information,\" which includes all technical and non-technical information concerning the past, present, and future business practices and/ or plans to include, without limitation, LSUK's highly proprietary automated print on demand book manufacturing process, its processes, features, functions, performance, components, subsystems, use, technology (whether owned or licensed), intellectual property, resources, research, innovations, products or service offerings, strategic partners, techniques or processes, software, patent applications, inventions, trade secrets, designs, drawings, engineering, hardware configuration information, marketing, strategies, or studies and all tangible and intangible property of any kind, whether conveyed in writing or orally by LSUK or its representatives to Recipient.\nCompany acknowledges and agrees that any breach of any provisions hereof by Recipient will cause irreparable harm and damage to LSUK. Money damages may not be an adequate remedy and in such event, LSUK, may in addition to other equitable and legal relief that may be available, seek the entry of injunctive relief by a court of competent jurisdiction. In the event a legal dispute arises concerning this Agreement, the prevailing Party shall recover all court costs, expenses, and reasonable attorney's fees.\nThe Recipient agrees not to copy, duplicate, disclose or deliver all or any portion of the Confidential Information to a third party or permit any other third party to inspect, copy or duplicate the same except those parties deemed necessary by the undersigned to evaluate a possible business relationship (including agents, advisors, affiliates, accountants, attorneys, consultants, and lenders). It is understood that the undersigned may disclose Confidential Information only to parties who (i) require such material for the purpose related to this agreement and (ii) are informed by Recipient of the confidential nature of the Confidential Information and agree to be bound by the terms hereof. The Recipient further agrees to be responsible for any breach of this Agreement by parties in the preceding sentence, and that these parties will not use any of the Confidential Information for any reason or purpose other than to evaluate a possible business relationship and not in any way detrimental to LSUK.\nThis shall not, however, prevent Recipient from disclosing to others or using in any manner Confidential Information: (i) which has been published and has become part of the public domain and not caused by acts or omissions by the receiving party; (ii) which has been furnished or made known to the undersigned by third parties as a matter of right without restriction of disclosure, or; (iii) which the undersigned can show was already in its possession at the time it entered into this Agreement and which was not acquired directly or indirectly from LSUK, it's representatives, or employees.\nThis Agreement shall remain in perpetually and upon request, Recipient will promptly return all data and materials furnished by LSUK, or provide written certification of its destruction and destroy any internal analyses and/or work papers related to these discussions.\nLSUK: RECIPIENT:\nLightning Source UK Ltd. __________________________ (RECIPIENT)\nChapter House, Pitfield __________________________ (Address)\nKiln Farm, Milton Keynes MK11 3LW __________________________ (Address)\nSigned: Signed:___________________________________\nPrinted Name:_____________________________ Printed Name:______________________________\nTitle:____________________________________ Title:_____________________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 51 - ], - [ - 51, - 379 - ], - [ - 380, - 586 - ], - [ - 586, - 824 - ], - [ - 824, - 860 - ], - [ - 861, - 1789 - ], - [ - 1790, - 1924 - ], - [ - 1924, - 2142 - ], - [ - 2142, - 2298 - ], - [ - 2299, - 2697 - ], - [ - 2697, - 2793 - ], - [ - 2793, - 2865 - ], - [ - 2865, - 2998 - ], - [ - 2998, - 3309 - ], - [ - 3310, - 3428 - ], - [ - 3428, - 3558 - ], - [ - 3558, - 3698 - ], - [ - 3698, - 3904 - ], - [ - 3905, - 4173 - ], - [ - 4174, - 4190 - ], - [ - 4191, - 4216 - ], - [ - 4216, - 4254 - ], - [ - 4255, - 4279 - ], - [ - 4279, - 4306 - ], - [ - 4306, - 4315 - ], - [ - 4316, - 4350 - ], - [ - 4350, - 4377 - ], - [ - 4377, - 4386 - ], - [ - 4387, - 4400 - ], - [ - 4400, - 4437 - ], - [ - 4438, - 4481 - ], - [ - 4481, - 4524 - ], - [ - 4525, - 4568 - ], - [ - 4568, - 4611 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.societyofauthors.org/SOA/MediaLibrary/SOAWebsite/Events/ingram-non-disclosure.pdf" - }, - { - "id": 147, - "file_name": "isca-nda.pdf", - "text": "Dated [ ]\nBetween\nINSTITUTE OF SINGAPORE CHARTERED ACCOUNTANTS\nand\n[ ]\n NON-DISCLOSURE AGREEMENT\nContents\n1. Definitions ................................................................................................................................ 3\n2. Confidentiality Obligations ...................................................................................................... 4\n3. Employee Undertakings .......................................................................................................... 5\n4. Third Party Disclosure ............................................................................................................. 5\n5. Information Not Protected ....................................................................................................... 5\n6. Personal Data ........................................................................................................................... 5\n7. Acknowledgements ................................................................................................................. 6\n8. Commencement ....................................................................................................................... 6\n9. Equitable Relief ........................................................................................................................ 6\n10. Governing Law ..................................................................................................................... 6\n11. General ................................................................................................................................. 6\nTHIS AGREEMENT is made on the ____ day of _________________.\nBETWEEN\n(1) THE INSTITUTE OF SINGAPORE CHARTERED ACCOUNTANTS, a society registered under the Societies Act (Chapter 311) in Singapore, and having its registered office at 60 Cecil Street, ISCA House, Singapore 049709 (\"ISCA\");\nAND\n(2) [______________________], a company incorporated in Singapore and having its registered office at [__________________________] (\u201cVendor\u201d).\n(each a \u201cParty\u201d and together the \u201cParties\u201d)\nWHEREAS\nA. As of the Effective Date, the Parties wish to enter into negotiations and evaluations with a possible view to entering into a formal agreement for the Vendor to provide [ISCA Wireless Network Infrastructure tech refresh] (\u201cServices\u201d).\nB. The Vendor wishes to receive and the ISCA is willing to disclose Confidential Information (defined below) on the terms and conditions set forth herein, for the purposes of performing due diligence, negotiating, finalising, executing and/or performing an agreement for the Services (collectively \u201cLimited Purpose\u201d).\nC. ISCA wishes to ensure that the Vendor shall maintain and Vendor agrees to maintain the confidentiality of all Confidential Information so disclosed at all times.\nIN CONSIDERATION of ISCA agreeing to disclose to the Vendor Confidential Information, the Parties hereby agree as follows:\n1. Definitions\n\u201cConfidential Information\u201d means ISCA\u2019s information comprising all data and information relating to the business, technical, and other operations of ISCA, and all other information of ISCA whatsoever obtained by Vendor pursuant to, by virtue of, or in the course of negotiating or performing the Services or an agreement for the Services, including where applicable (without any limitation):\n(a) all technical information, data, databases, source codes, object codes, know-how, processes, formulae, designs, drawings, documents, specifications, manuals, inventions, images, and all information comprised in and/or concerning equipment, systems, research, prototypes, samples, products, or services;\n(b) all of ISCA\u2019s plans, models, proposals, ideas, functionalities, workflow, work processes, network and system information, including those relating to the Services;\n(c) all marketing, sales, business, financial, operational, commercial, and human resource information, including financial data and business plans;\n(d) all contractual arrangements, forecasts, accounting and tax records, strategies, models, product and service information;\n(e) all ISCA IPR;\n(f) all of Vendor\u2019s proposals to ISCA for the Services, and ISCA\u2019s requirements, requests, instructions, and specifications to Vendor for the Services;\n(g) all communication between Vendor and ISCA;\n(h) all customer, client, and employee information and personal data;\n(i) any other proprietary information; and\n(j) all other information, data, experience and expertise, materials and diskettes stamped or marked as \"confidential\" of whatever kind,\nwhether written, electronic or in oral form, which is either directly or indirectly disclosed to the Vendor or received by the Vendor from ISCA and/or its employees, advisors or consultants, whether or not such information belongs to ISCA, or to a third party.\n\u201cEffective Date\u201d means the date of commencement of the Parties\u2019 obligations under this Agreement, being [_________________].\n\u201cIPR\u201d means all copyright, patent rights, design rights, trade marks, layout-design rights, trade secrets, proprietary rights and any other intellectual and industrial property rights whether registered or unregistered, in all countries of the world, and shall include without limitation, any pending patent applications and/or any part thereof.\n\u201cLimited Purpose\u201d is defined in Recital B.\n\u201cPDPA\u201d means the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) and all subsidiary legislation and guidelines issued pursuant thereto.\n\u201cPersonal Data\u201d shall have the same meaning as that set out in the PDPA.\n\u201cServices\u201d is defined in Recital A.\n2. Confidentiality Obligations\n2.1 The Vendor hereby agrees to maintain as confidential and agrees not to use except for the Limited Purpose, any part or the whole of any Confidential Information.\n2.2 The Vendor shall:\n(1) not without the prior written consent of ISCA copy, reproduce, distribute, disclose, or allow access to any Confidential Information to any person, other than those employees who are directly concerned with fulfilling the Limited Purpose (subject to compliance with Clause 3) and purely on a \u201cneed to know\u201d basis in furtherance of the Limited Purpose (\u201cAuthorised Employees\u201d), and shall not use any Confidential Information for any purpose other than the Limited Purpose;\n(2) keep all materials and media containing Confidential Information in secure premises which are in the exclusive possession and control of the Vendor and with access restricted to Authorised Employees only (\u201cControlled Premises\u201d);\n(3) not store any Confidential Information in any externally accessible computer, server or media, or remove or transmit it outside the Controlled Premises;\n(4) keep a written record of all copies or reproductions of any Confidential Information specifying when and by whom they were taken and to whom they have been sent (where applicable); and\n(5) exercise, in relation to the Confidential Information, no lesser security measures and degree of care than those which the Vendor applies to its own confidential information (and which the Vendor warrants as providing adequate protection against any unauthorised disclosure, copying, or use).\n2.3 In the event that the Parties do not execute any agreement for the Services or upon demand by ISCA, the Vendor undertakes to forthwith:\n(1) return all Confidential Information (including all originals and copies) to ISCA; or\n(2) where (1) is not possible, at ISCA\u2019s option, destroy, erase, delete, or securely dispose of such Confidential Information,\nand to furnish ISCA with a written confirmation, certifying that no copies of the Confidential Information have been made, reproduced, retained, or distributed by itself, its employees, or any third parties, without prejudice to the obligations of confidentiality hereunder.\n3. Employee Undertakings\n3.1 The Vendor shall, before any permitted disclosures are made to any employees pursuant to Clause 2.2(1), inform such employees of the Vendor\u2019s obligations under this Agreement and bind such employees to observe the terms of this Agreement.\n3.2 For the avoidance of doubt, the Vendor shall be responsible for ensuring its employees\u2019 strict compliance with the terms of this Agreement. Any non-compliance with the terms of this Agreement by an employee of the Vendor shall be deemed a breach of this Agreement by Vendor.\n4. Third Party Disclosure\nIn the event that the Vendor requires the assistance of any third party other than employees of the Vendor, to whom disclosure of any Confidential Information is necessary, the Vendor shall first seek ISCA\u2019s written approval of such third party and thereafter, prior to any disclosure to that third party, obtain from that third party a duly binding non-disclosure agreement on terms at least as binding upon that third party as the Vendor is bound to ISCA hereunder which terms will be subject to ISCA\u2019s prior written approval.\n5. Information Not Protected\n5.1 The protection to be accorded to the Confidential Information to be disclosed hereunder does not and shall not extend to any information which:\n(1) at the Effective Date is public knowledge or which subsequently becomes public knowledge other than by any breach of the terms of this Agreement;\n(2) is proven by Vendor by written evidence to have been already known to the Vendor at the Effective Date and not acquired directly or indirectly from ISCA, and such information has been obtained without restrictions on disclosure to others; or\n(3) is required to be disclosed by applicable law or order of a court of competent jurisdiction or recognised stock exchange or government department or agency with valid authority, provided that prior to such disclosure the Vendor consults with ISCA as to the proposed form, scope, nature, and purpose of the disclosure, co-operates with ISCA to limit the extent of the disclosure, and permits ISCA time to obtain legal remedies to maintain such Confidential Information in confidence.\n6. Personal Data\n6.1 Vendor shall not collect, use, process and/or disclose any Personal Data of ISCA\u2019s clients or customers (collectively \u201cCustomers\u201d) or of ISCA\u2019s employees, without the prior written consent of ISCA.\n6.2 Vendor shall at all times comply with the provisions of the PDPA and not cause ISCA to be in breach of its obligations under the PDPA, including in relation to Personal Data of Customers and ISCA\u2019s employees.\n7. Acknowledgements\nVendor acknowledges and agrees that:\n(1) it does not acquire by implication or otherwise any right, title or interest in or to the Confidential Information and ISCA IPR, including any licence;\n(2) nothing in this Agreement nor in any discussions nor disclosures made pursuant to this Agreement shall be deemed a commitment to disclose any information to the Vendor or to engage in any business relationship, contract or future dealing with the Vendor;\n(3) nothing herein shall create or be deemed to create a partnership or joint venture or relationship of principal and agent or any manner of business relationship whatsoever between the Parties.\n8. Commencement\nThis Agreement and all its rights and obligations hereunder shall commence on the Effective Date.\n9. Equitable Relief\nThe Parties agree that in the event of any breach or threatened breach of this Agreement by the Vendor, ISCA shall be entitled to obtain equitable relief, including without any limitation, an injunction and/or specific performance, in addition to any other remedies available at law or in equity.\n10. Governing Law\n10.1 This Agreement shall be governed by and construed in accordance with Singapore law.\n10.2 The Parties hereby submit to the jurisdiction of the Singapore courts.\n11. General\n11.1 No failure or delay by either Party in exercising any right under this Agreement shall be a waiver of such right.\n11.2 No waiver of any obligation of this Agreement shall be valid unless expressly made in writing.\n11.3 If any part of this Agreement is, for any reason, declared invalid or unenforceable, the validity of the remaining part shall remain in full force and effect as if this Agreement had been executed without the invalid part.\n11.4 A person or entity who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.\nIN WITNESS WHEREOF, the Parties have hereunto set their hands on the date set out above.\nISCA\nSigned by _________________________ )\nDesignation _______________________ )\nFor and on behalf of )\nINSTITUTE OF SINGAPORE )\nCHARTERED ACCOUNTANTS )\nIn the presence of ___________________ )\n__________________________________\nVendor\nSigned by _________________________ )\nDesignation _______________________ )\nFor and on behalf of )\n____________________________ )\nIn the presence of ___________________ )\n__________________________________\n", - 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(\u201cKhronos\u201d), a California Corporation and the undersigned party (\u201cParticipant\u201d), by and through their authorized representatives as of the Effective Date as defined below.\n1. BACKGROUND\nKhronos and Participant wish to exchange confidential information to enable a dialog or commercial relationship.\n2. DEFINITIONS\nThroughout this Agreement the following terms when capitalized shall have the following meanings:\n\u201dConfidential Information\u201d shall include all technical and non-technical information provided by either party to the other, including but not limited to materials generated by Khronos and by Members on behalf of Khronos, and not specifically designated as non-Confidential by the providing party, including all versions and revisions of draft specifications and any passwords and minutes provided to either Participant or Khronos under this agreement. Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party\u2019s legal intercession.\n\u201cEffective Date\u201d means the later of the last date of signature on the signature page below. \u201cMember\u201d means an entity that has executed a Khronos membership agreement and has not withdrawn its membership\\.\n3. PURPOSE AND SCOPE\nBoth parties hereby agree to conform to all of the applicable terms and conditions set forth in this Agreement.\n4. CONFIDENTIAL INFORMATION\n4.1 Confidentiality Obligation\nBoth parties will maintain all Confidential Information in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances and will not disclose the Confidential Information except as necessary for its authorized participants to evaluate and comment thereon. Both parties will mark any copies it makes of such Confidential Information \u201cStrictly Confidential,\u201d or with a similar legend and shall reproduce all copyright notices and disclaimers contained in the Confidential Information. Unless the parties agree otherwise, this obligation of confidentiality will expire two (2) years from the date of disclosure.\n4.2 Return of Confidential Information Upon termination, both parties will destroy or return to the other party all tangible copies of Confidential Information that are in its possession.\n5. GENERAL\n5.1 Assignment\nNeither this Agreement nor any rights or obligations under this Agreement, in whole or in part, are assignable or otherwise transferable by one party without the prior written approval of the other, provided however, that this Agreement may be assigned by one party to a purchaser of all, or substantially all, of that party\u2019s business or assets, whether by merger, sale of assets, sale of stock, or otherwise without such approval.\n5.2 No Other Rights No license, rights or title in or to any software or any intellectual property are provided hereunder, either expressly or by implication, estoppel or otherwise, except as expressly provided in this Agreement.\n5.3 No Agency The parties hereto are independent parties, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto.\n5.4 Notices\nAny notices under this Agreement shall be sent by a) registered mail; b) tracked overnight carrier or c) email transmission where the recipient specifically replies to acknowledge receipt.\n5.5 Governing Law\nThis Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of laws rules. The parties hereby agree that any dispute regarding the interpretation or validity of, or otherwise arising out of, this Agreement shall be subject to the exclusive jurisdiction of the California state courts of Santa Clara County, California (or, if there is federal jurisdiction, the United States District Court for the Northern District of California, San Jose), and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.\n5.6 Complete Agreement\nThis Agreement constitute the complete and exclusive statement of the agreement between the parties, and supersedes all previous agreements, proposals, oral or written, and all other communications or understandings between the parties relating to the subject matter of this Agreement. Each party acknowledges that it has not relied upon any representation or statement not contained herein. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by the Participant and Khronos hereto.\n5.7 No Warranty\nALL PARTIES ACKNOWLEDGE THAT ALL INFORMATION PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY SPECIFICATIONS AND CONTRIBUTIONS, ARE PROVIDED \u201cAS IS\u201d WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SECURITY, SATISFACTORY QUALITY, NONINFRINGEMENT INCLUDING NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, FITNESS FOR ANY PARTICULAR PURPOSE, ERROR-FREE OPERATION, OR ANY WARRANTY OR CONDITION OTHERWISE ARISING OUT OF ANY PROPOSAL, CONTRIBUTION, SPECIFICATION, OR SAMPLE.\n5.8 Limitation of Liability\nIN NO EVENT WILL ANY EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY, CONDITION OR OTHERWISE, ARISING IN ANY WAY IN RELATION TO THIS OR ANY OTHER RELATED AGREEMENT, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.\n5.9 Termination\nEither party may terminate this Agreement at any time upon written notice to the other party. Promptly after such termination, all obligations of Participant and Khronos under this Agreement will terminate, and both parties will return or destroy all materials provided by the other party pursuant to this Agreement. Notwithstanding the foregoing, the rights and obligations set forth in Sections 4 (Confidential Information), 5.7 (No Warranty) and 5.8 (Limitation of Liability) will survive termination of this Agreement.\n5.10 Authority to Sign\nThe person signing on behalf of Participant hereby represents and warrants that he/she has the appropriate authorization to bind the Participant in this Agreement.\n", - "spans": [ - [ - 0, - 39 - ], - [ - 40, - 324 - ], - [ - 325, - 338 - ], - [ - 339, - 451 - ], - [ - 452, - 466 - ], - [ - 467, - 564 - ], - [ - 565, - 1017 - ], - [ - 1017, - 1110 - ], - [ - 1110, - 1204 - ], - [ - 1204, - 1290 - ], - [ - 1290, - 1426 - ], - [ - 1426, - 1478 - ], - [ - 1478, - 1586 - ], - [ - 1586, - 1874 - ], - [ - 1875, - 1967 - ], - [ - 1967, - 2079 - ], - [ - 2080, - 2100 - ], - [ - 2101, - 2212 - ], - [ - 2213, - 2240 - ], - [ - 2241, - 2271 - ], - [ - 2272, - 2659 - ], - [ - 2659, - 2886 - ], - [ - 2886, - 3011 - ], - [ - 3012, - 3051 - ], - [ - 3051, - 3199 - ], - [ - 3200, - 3210 - ], - [ - 3211, - 3225 - ], - [ - 3226, - 3658 - ], - [ - 3659, - 3679 - ], - [ - 3679, - 3888 - ], - [ - 3889, - 3903 - ], - [ - 3903, - 4098 - ], - [ - 4099, - 4110 - ], - [ - 4111, - 4161 - ], - [ - 4161, - 4181 - ], - [ - 4181, - 4213 - ], - [ - 4213, - 4299 - ], - [ - 4300, - 4317 - ], - [ - 4318, - 4462 - ], - [ - 4462, - 4930 - ], - [ - 4931, - 4953 - ], - [ - 4954, - 5240 - ], - [ - 5240, - 5346 - ], - [ - 5346, - 5494 - ], - [ - 5495, - 5510 - ], - [ - 5511, - 6118 - ], - [ - 6119, - 6146 - ], - [ - 6147, - 6500 - ], - [ - 6501, - 6516 - ], - [ - 6517, - 6611 - ], - [ - 6611, - 6834 - ], - [ - 6834, - 7039 - ], - [ - 7040, - 7062 - ], - [ - 7063, - 7226 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 24, - 50 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 7, - 11 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 24 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 7, - 13 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 9 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.khronos.org/files/khronos-mutual-nda.pdf" - }, - { - "id": 149, - "file_name": "lti-two-way-cda-template.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis is a Non-Disclosure Agreement, effective __________________, between (company) (hereinafter referred to as \"_____\"), with an address of , a corporation and Lyophilization Technology, Inc. (hereinafter referred to as \"LTI\"), a Pennsylvania corporation, with an address of 30 Indian Drive, Ivyland, PA 18974. It is recognized that it may be necessary or desirable to exchange information between and LTI for the purpose of a potential business relationship (the \u201cPurpose\u201d).\nIt may be necessary for either Party to provide confidential and/or proprietary information to the other. With respect to such information, the Parties agree as follows:\n1) \u201cProprietary Information\u201d shall include, but not be limited to, information regarding business matters, know-how, data (technical or non-technical), product samples and specifications, customer information, as well as performance, sales, financial, contractual and special marketing information, ideas, technical data and concepts not previously published or otherwise disclosed to the general public, not previously available without restriction to the receiving Party or others, and which the disclosing Party desires to protect pursuant to this Non-Disclosure Agreement.\n2) Proprietary Information must be: (a) in writing; (b) clearly identified as Proprietary Information at the time of its disclosure by each page thereof being marked with an appropriate legend indicating that the information is deemed proprietary by the disclosing Party; and (c) delivered by letter of transmittal to the receiving Party. Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally or visually, complete written summaries of all proprietary aspects of any such oral or visual disclosures shall have been delivered to the receiving Party within 20 calendar days of said oral or visual disclosures; provided, however, that Proprietary Information that is not marked or reduced to writing is protected under this Non-Disclosure Agreement if the context and manner in which such Proprietary Information is disclosed would indicate to a reasonable person familiar with the pharmaceutical industry that such Proprietary Information can be reasonably expected to be treated as confidential. Neither Party shall identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims.\n3) Each Party covenants and agrees that it will, during the term of this Non-Disclosure Agreement, keep in confidence, and prevent the disclosure of Proprietary Information to any third party other than those of receiving Party\u2019s (i) employees, agents, representatives, directors or officers (collectively, \u201cRepresentatives\u201d) who need to know such Proprietary Information for the Purpose. Each Party shall be responsible for any breach of this Non-Disclosure Agreement by itself or its Representatives. A receiving Party shall not be liable for disclosure of any Proprietary Information if the same:\nA. Was in the public domain at the time it was disclosed, or\nB. Becomes part of the public domain without breach of this Non-Disclosure Agreement, or\nC. Is disclosed with the written approval of the other Party, or\nD. Was already in the receiving Party\u2019s possession at the time it was disclosed, or\nE. Was independently developed by the receiving Party, or\nF. Is or was disclosed by the disclosing Party to a third Party without restriction, or\nG. Is disclosed to the receiving Party by a third party with no confidentiality obligations to the disclosing Party.\nIf receiving Party is required by applicable law, or by process issued in connection with a judicial or administrative proceeding, to disclose any of disclosing Party\u2019s Proprietary Information, receiving Party shall immediately notify disclosing Party of such legal requirement or the issuance of such process so disclosing Party has the opportunity to seek a protective order. If disclosing Party fails to obtain a protective order, receiving Party may disclose only those pieces of Proprietary Information that it is legally required to disclose.\nAny Proprietary Information provided by one Party to the other shall be used only in furtherance of the Purpose. Proprietary Information shall be, upon request at any time, destroyed or returned to the disclosing Party, provided that receiving Party may retain one (1) copy of such Proprietary Information for purposes of monitoring compliance with its obligations under this Non-Disclosure Agreement. If either Party loses or makes unauthorized disclosure of the other Party\u2019s Proprietary Information, it shall notify such other Party immediately and take all steps reasonable and necessary to retrieve the lost or improperly disclosed Proprietary Information.\n4) The standard of care for protecting Proprietary Information imposed on the Party receiving such information, will be that degree of care the receiving Party uses to prevent disclosure, publication or dissemination of its own proprietary information, but not less than a reasonable standard of care.\n5) In addition to all other rights and remedies, disclosing Party has the right to seek an injunction to prevent receiving Party\u2019s actual or threatened breach of this Non-Disclosure Agreement, without having to prove actual damages or post a bond.\n6) In providing any information hereunder, each disclosing Party makes no representations, either express or implied, as to the information\u2019s adequacy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such information.\n7) Notwithstanding the termination or expiration of any other agreement executed in conjunction with this Agreement, the obligations of the Parties with respect to Proprietary Information shall continue to be governed by this Non-Disclosure Agreement.\n8) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be exchanged hereunder, and supersedes all prior or contemporaneous oral or written understandings and agreements regarding this issue. A Party\u2019s failure to exercise a right under this Non-Disclosure Agreement or failure to insist upon compliance with any term of this Non-Disclosure Agreement shall not be a waiver of that right or term. If any provision of this Non-Disclosure Agreement is invalid or unenforceable, that provision shall be severed from this Non-Disclosure Agreement and the other provisions shall remain in force. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the Parties.\n9) Nothing contained in this Non-Disclosure Agreement shall, by express grant, implication, estoppel or otherwise, create in either Party any right, title, interest, or license in or to the Proprietary Information, inventions, patents, technical data, computer software, or software documentation of the other Party.\n10) Nothing contained in this Non-Disclosure Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of any other Party without the prior written consent of that other Party.\n11) This Non-Disclosure Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.\n12) Receiving Party\u2019s confidentiality and non-use obligations under this Non-Disclosure Agreement will be in effect for a period of five (5) years, starting on the effective date. The effective date of this Non-Disclosure Agreement shall be the date stipulated at the beginning of this Non-Disclosure Agreement.\n13) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the State of Delaware. The Parties consent to the exclusive jurisdiction of the courts of Delaware to resolve any disputes arising under or relating to this Non-Disclosure Agreement. The prevailing Party in a dispute shall be entitled to recover its reasonable attorneys\u2019 fees and costs from the other Party.\n14) This Non-Disclosure Agreement may be executed in one or more counterparts, each of which is an original, and all of which constitute only one agreement. Counterparts of this Non-Disclosure Agreement delivered electronically (in \u201c.pdf\u201d format) or by facsimile shall have the same legal force as counterparts delivered by hand.\nIN WITNESS WHEREOF, the Parties represent and warrant that this Non-Disclosure Agreement is executed by duly authorized representatives of each Party as set forth below on the date first stated above.\nCompany Lyophilization Technology, Inc.\nBy: By:\nName: Name: Edward H. 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PREAMBLE: The Preamble forms an integral part of this Agreement.\n2. DEFINITIONS\na. Intern: the graduate student or post-doctoral fellow (\u201cPDF\u201d) participating in Mitacs Accelerate or Mitacs Elevate\nb. Academic Supervisor: the academic supervisor of an Intern.\nc. Sponsor: the sponsoring organization(s) participating in Mitacs Accelerate or Mitacs Elevate.\nd. Project: the activities undertaken pursuant to the Mitacs Accelerate internship/Elevate fellowship.\ne. Mitacs Accelerate: a research-based internship program used to support research involving Interns, their Academic Supervisors, and a Sponsor.\nf. Mitacs Elevate: postdoctoral fellowship program that supports PDFs working on applied research projects with Canadian companies and may be either an;\ni. Strategic Fellowship Program: (\u201cSFP\u201d), the PDF will spend their first year working on a project with their Academic Supervisor while seeking a suitable Sponsor to enable them to switch to the IFP by the end of year 1; or\nii. Industrial Fellowship Program: (\u201cIFP\u201d), the PDF will work on a joint project with a Sponsor.\ng. Intellectual Property: (\u201cIP\u201d), the right, title or interest in or to literary, artistic, scientific works and Technical Information including without limitation, scientific discoveries, inventions, patents, copyrights, trade secrets, trademarks, service marks, commercial names and designations, registered industrial designs, applications for the foregoing, and similar rights recognized from time to time in any jurisdiction together with all rights of action in relation to the infringement of any of the foregoing.\nh. Background Intellectual Property: (\u201cBackground IP\u201d), IP other than Project Intellectual Property, conceived, developed, reduced to practice or otherwise made or acquired by a Party prior to the Effective Date or outside the scope of this Agreement and used to generate the research results.\ni. Project Intellectual Property: (\u201cProject IP\u201d), IP created during and as a direct result of work undertaken for a Project. For clarity, Project IP does not include Background IP.\nj. Confidential Information: any information disclosed by one Party (the \u2018Discloser\u2019) to another party (the \u2018Recipient\u2019) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. Exceptions to Confidential Information: This Agreement does not apply to information that:\ni. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;\nii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development;\niii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;\niv. is used or disclosed by Recipient with Discloser\u2019s prior written approval; or\nv. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure.\nk. Disclosure: means the publication of theses, articles, and scholarly writings or oral or written presentations at lectures, conferences or seminars.\n3. OWNERSHIP AND USE OF INTELLECTUAL PROPERTY:\n3.1 BACKGROUND IP: Each Party will retain all right, title and interest in and to its Background IP, provided or used in the Project and no license to use any Background IP is granted or implied by this Agreement excepting that each Party will be deemed to have been granted a royalty-free, non-exclusive license to use the Background IP of another Party which that Party makes available for use in a Project, but only to the extent reasonably necessary to undertake that Project. McGill and Intern hereby grants Sponsor a time-limited option to negotiate an exclusive or non-exclusive, royalty-bearing licence to use Background IP under commercially reasonable terms and conditions to be negotiated in good faith by the Parties (the \u201cOption\u201d). Sponsor acknowledges that McGill and the Intern shall offer no warranty concerning patentability or non-infringement, merchantability or fitness for a particular purpose of the Background IP or Project IP or of any ensuing products. Except as expressly provided otherwise, nothing in this Agreement will be construed as a transfer or assignment of any right, title or interest in or to any IP, by one Party to another.\n3.2 PROJECT IP: The Sponsor will own all right, title and interest in and to the Project IP other than copyright in Publications as that term is defined in the following section. The Sponsor grants each of McGill and the Intern, and if applicable the Academic Supervisor and members of the research team shall forever retain a royalty-free, non-exclusive, perpetual, irrevocable license to use the Project IP for research, scholarly publication, educational and other non-commercial purposes.\n3.3 DISCLOSURE OFPROJECT IP TO MCGILL: By exception to the IP policy of McGill, Project IP that has been developed without the contribution of the Academic Supervisor is not required to be registered with McGill prior to any commercialization of that Project IP.\n3.4 PUBLICATION: The Parties are not restricted from presenting, publishing or otherwise disseminating the results of any research relating to a Project (including without limitation the Project IP) at symposia, professional meetings or for academic evaluation or other academic purposes (including, without limitation, publishing thesis, course reports, journal articles or other academic publications) (a \u201cPublication\u201d) provided that during the Project and for a period of two years following the completion or other termination of the Project, the Academic Supervisor and the Intern will provide the Sponsor with a copy of any proposed Publication containing the results of any research relating to a Project or any Project IP at least thirty (30) days in advance of the proposed publication date. The Sponsor may, within fifteen (15) days following receipt of a copy of the proposed publication require by written notice to McGill and the Intern that the proposed publication date be delayed, for a period of not greater than sixty (60) days, so as to permit the Sponsor to make an application to register a patent with respect to the Project IP. Failing receipt of such notice in the time and in the manner provided, McGill and the Intern will be at liberty to publish the proposed publication without further notice to the Sponsor.\n3.5 COPYRIGHT: Copyright in any Publication will be owned by the author excluding any software code and related technical documentation created as part of the Project, which shall be Project IP notwithstanding this this limitation the moral rights of the author shall not be affected.\n4. LIMITED WARRANTY DISCLAIMER AND INDEMNITY FOR BACKGROUND AND PROJECT INTELLECTUAL PROPERTY: The Sponsor acknowledges that the Project is experimental and exploratory in nature and that no promise is made with respect to the achievement of any results, desired or otherwise, in a given Project. The Sponsor agrees to undertake its own due diligence prior to any use of the Project IP. No warranty or representation is given with respect to the Project IP including, without limitation, any implied warranties as to merchantability, fitness for a particular purpose or of non-infringement. McGill and the Intern expressly disclaim all obligations and liabilities for damages of any kind or nature whatsoever including, but not limited to, direct, indirect, special, incidental, punitive and consequential damages, solicitors\u2019 and experts' fees, and court costs (even if they have been advised of the possibility of such damages, fees or costs), arising out of or in connection with the Project or any use in any manner whatsoever of any research results or Project IP.\nThe Sponsor will hold harmless and indemnify McGill, its Board of Governors, executives, faculty, staff, employees, agents, successors and assigns (including without limitation the Academic Supervisor and the Intern ) from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, on a solicitor and own client basis, from or arising out of the use by the Sponsor, or anyone for whom the Sponsor is in law responsible or any of their successors or assigns, of Project IP or the research results of a given Project, including without limitation any damages of any kind or nature whatsoever (including but not limited to direct, indirect, special, incidental, punitive or consequential), losses of any kind or nature (including without limitation loss of revenues, profits, savings, business, data or records) or costs arising in any manner whatsoever (including arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought), directly or indirectly, from or out of any use whatsoever of Project IP or the research results of the Project.\n5. DESIGNATED REPRESENTATIVES: Each party designates a representative for coordinating receipt, release and delivery of Confidential Information, which for McGill will be Intern AND Name of Academic Supervisor and/or Office of Sponsored Research representative and for Sponsor: Name of designated representative for Sponsor, or another individual(s) as the Party may designate in writing to the other Party.\n6. REGULATORY COMPLIANCE: Each party must comply with all applicable laws, regulations and rules in its jurisdiction.\n6.1 EXPORT CONTROL AND CONTROLLED GOODS COMPLIANCE: In the event that goods or information falling under Canadian or United States export control rules, controlled goods or arms regulations are required to be provided by the Sponsor to McGill, Academic Supervisor or Intern, Sponsor will so inform McGill in writing prior to any such disclosure, Sponsor shall not forward or provide any such information to McGill or Intern without the express written permission of McGill. The burden shall be on Sponsor to make it available only to eligible individuals as designated by McGill, or to obtain the appropriate license or approval from the relevant agency, or to invoke an available exception, exemption or exclusion.\n6.2 In the event the Project research results or any data developed in the course of the Project constitute controlled goods under Canadian law, the Parties will cooperate so that the requirements of the law are met prior to disclosure of such results or data.\n6.3 McGill shall have the right to terminate this Agreement under Section 13, \"Term and Termination,\" if the disclosure of such information, under license or otherwise, would destroy McGill's ability to invoke the fundamental research exclusion with regard to the conduct or reporting of its research or McGill is unable to comply with the requirements of the Sponsor.\n7. NON-DISCLOSURE:\n7.1 Recipient must keep Confidential Information in confidence. Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. Recipient must not otherwise disclose Confidential Information to any person or third party without the prior written approval of the Discloser.\n7.2 The obligation to safeguard Confidential Information shall continue for a period of two (2) years from the date the internship/fellowship terminates or expires.\n8. STANDARD OF CARE: Recipient agrees to protect the Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care. Recipient must notify Discloser promptly upon discovery that any Confidential Information has been accessed or otherwise acquired by or disclosed to an unauthorized person.\n9. RETURN OF CONFIDENTIAL INFORMATION: If requested in writing by Discloser, Recipient must cease using, return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control. Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement.\n10. NO LICENCE OR OTHER RIGHTS: In respect of Background IP no right or license whatsoever, expressed or implied, is granted by McGill to Intern or Sponsor pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to McGill. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein.\n11. LIMITED WARRANTY & LIABILITY: The Parties warrant that they have the right to disclose the Confidential Information to another Party. No other warranties in respect of the Confidential Information are made by any Party and all information is provided \u201cAS IS\u201d without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party IP rights. In no event will McGill or Intern be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information.\n12. TERM AND TERMINATION:\n12.1 TERM: This Agreement shall come into force on the Effective Date and shall terminate on [DD MONTH YYYY INTERNSHIP/FELLOWSHIP ENDS] unless terminated earlier in accordance with the provisions of sections 13.2 or 13.3, below.\n12.2 TERMINATION FOR DEFAULT. Termination for Default. Either Party may terminate this Agreement immediately upon notice to the other Party, in the event of:\n12.2.1 material breach or non-compliance by the other Party of some obligation, undertaking, representation, warranty or payment contained in this Agreement, if such default is not remedied within thirty (30) days of receipt of written notice to that effect;\n12.2.2 the other Party becoming bankrupt or insolvent, going into receivership, making an assignment of its assets to the benefit of its creditors, taking advantage of any statute which may be in force in relation to bankruptcy or insolvent debtors, or ceasing to conduct business in the normal course.\n12.2.3 default on the part of the other Party caused by a force majeure, where such default lasts for more than six (6) months.\n12.3 TERMINATION BY MCGILL. McGill shall also be able to terminate this Agreement, in its own discretion and without penalty or compensation to Sponsor, in the event that the Academic Supervisor leaves the employment of McGill, becomes permanently disabled or passes away. In such a case, the Parties will attempt in good faith to identify another Academic Supervisor at McGill. Should they be unable to find a mutually acceptable replacement, McGill shall be able to terminate this Agreement under this section. McGill shall also be able to terminate this Agreement pursuant to section 6.3.\n12.4 EFFECT OF TERMINATION. Upon receipt by either Party of a notice of termination under this section 13 or expiry of the delay within which default may be cured under section 13.2.1, McGill will make all reasonable efforts to stop work on the Project and limit further expense of the Funds, provided that McGill shall have the right to disburse any sum of money committed at the time of termination. Sponsor shall pay to McGill all expenses reasonably incurred, committed to, or made in relation to the Project up to and including the date of receipt of a notice of termination or expiry of the delay within which default could be cured under section 13.2.1, and shall pay for all costs and fees related to the termination of the Agreement.\n13. SEVERABILITY: If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible.\n14. ENTIRE AGREEMENT: These terms are the entire Agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings or terms of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of the terms except as specifically set forth herein.\n15. ASSIGNMENT: This Agreement shall not be assignable or transferable and shall enure to the benefit of and be binding upon the Parties hereto.\n16. RELATIONSHIP OF THE PARTIES: During the course of the Project, the Intern remains a student/PDF of McGill. Moreover the Intern is not an employee, agent or representative of McGill. The Intern does not become an employee of the Sponsor and will not sign any agreements with the Sponsor. Nothing in this Agreement shall make one Party the partner of another Party nor constitute one Party the agent or legal representative of another Party, or create any fiduciary relationship between them.\n17. PUBLICITY: The Sponsor will not use or permit others to use the name of McGill, the Academic Supervisor or the Intern, or refer to their participation in the Project for commercial purpose without the written consent of McGill and the Intern.\n18. DISPUTE RESOLUTION:\n18.1 Cooperation. Each Party to this Agreement agrees to cooperate with the other to ensure that each may enjoy all rights conferred under such Agreement.\n18.2 Mediation. The parties shall attempt to resolve any dispute, controversies, and claims with respect to this Agreement amicably through good faith negotiations. In the event that the Parties fail to resolve their differences, the matter shall be first submitted to a mutually acceptable mediator, qualified by education and experience to review the matter. The Parties shall be responsible for their own costs and shall share the fees and expenses of the mediator.\n18.3 Arbitration. Should the mediation process fail to resolve the dispute to the satisfaction of both Parties within thirty (30) days of the appointment of the mediator, the Parties shall submit their dispute to arbitration in front of a single arbitrator and in accordance with the provisions of articles 940 and following of the Code de proc\u00e9dure civile du Qu\u00e9bec. The award and determination of the arbitrator shall be final and binding upon the Parties. Each Party to the arbitration shall pay its own costs, including the expenses and fees generated by the legal representation at arbitration.\n19. SURVIVAL: Notwithstanding the foregoing, the provisions of Section 3.2 (the academic and research license); Section 3.4 (Publication); Section 4 (Indemnification); Section 7 (Non-Disclosure); and Section 11 (Warranties) and will survive the end or other termination of the Project.\n20. RESPONSIBILITIES OF PARTIES: No Party or Project participant will be responsible to the others for non-performance or delay in performance occasioned by any cause beyond its control, including, without limitation, acts or omissions of the other party, acts of civil or military authority, strikes, lockouts, embargoes, insurrections or Acts of God. If any such delay occurs, any applicable time period shall be automatically extended for a period equal to the time lost provided that the party affected gives the other party prompt notice of such delay and makes reasonable efforts to correct the reason for the delay. For greater certainty, the unavailability of the Intern or the Intern\u2019s failure to fulfill his or her obligations pursuant to the Project are matters beyond the control of McGill. In the event this occurs, the Sponsor may elect to terminate the Project but shall have no recourse or remedy against McGill or the Academic Supervisor.\n21. NOTICES: Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by registered mail or by electronic means of communication addressed to Recipient as follows:\nMcGill: McGill Office of Sponsored Research Sponsor: Sponsor Name\nAssociate Director, Contracts and c/o Sponsor Representative\nAgreements Sponsor Address\nJames Administration Building, 2nd Floor Tel:\n845 Sherbrooke Street West Fax:\nMontreal, Quebec, H3A 0G4\nCanada\nTel: 514.398.4373\nFax: 514.398.4853\nIntern: Intern Name\nIntern McGill Address\nTel:\nFax:\n22. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the Province of Qu\u00e9bec and the laws of Canada applicable therein and hereby submit to the jurisdiction of the courts of the Province of Qu\u00e9bec.\n23. LANGUAGE: The Parties hereto hereby acknowledge that they have required this Agreement to be drawn up in the English language. Les parties reconnaissent avoir demand\u00e9 que le pr\u00e9sent contrat soit r\u00e9dig\u00e9 en langue anglaise.\n24. EXECUTION - This Agreement shall be executed in triplicate by original signatures only by the duly authorised representatives of each party.\n[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]\nIN WITNESS WHEREOF the Parties have duly executed this Agreement by their duly authorized representatives as of the Effective Date.\nMcGill Sponsor\nName of Signatory Name of Signatory\nTitle Title\nDate Date\nIntern\nName of Intern\nDate\nAcknowledgement\nThe Academic Supervisor acknowledges the terms and conditions set out in this Agreement and agrees to be bound by the obligations contained within it. 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This Agreement is made to set forth the basis under which ADP and Partner will furnish and/or disclose to each other certain financial, business, technical and other information in connection with Partner\u2019s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to current or prospective customers or clients of ADP (the \u201cProspects\u201d) through the ADP Marketplace (the \u201cEvaluation\u201d).\nFor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ADP and the Partner agree as follows:\nSection 1. Definitions. For purposes of this Agreement, the following terms will have the meanings specified below:\n\u201cAffiliate\u201d means, with respect to party, any individual, Partner, corporation, partnership or other entity, directly or indirectly, controlling, controlled by, or under common control with, such party.\n\u201cConfidential Information\u201d means all financial, business and other information, in whatever form or medium (whether written, oral or electronic), including, without limitation, any trade secrets, processes, financial data, technical data and documentation, strategic planning, product/service specifications, prototypes, computer programs, drawings, models, customer information and marketing data that is furnished or disclosed by a Disclosing Party to the Receiving Party solely in connection with the Evaluation, except that such term will not include (i) information already known by the Receiving Party without an obligation of confidentiality, (ii) information that is or becomes publicly known other than through a breach by the Receiving Party of any of its obligations under this Agreement, (iii) information received by the Receiving Party from a third party who is not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party, (iv) information independently developed by the Receiving Party without reliance upon the Confidential Information of the Disclosing Party and (v) information that the Disclosing Party has disclosed to other parties without similar obligations of confidentiality.\n\u201cDisclosing Party\u201d means the party hereto (or Affiliate of the party hereto) that furnishes Confidential Information to the other party, or Affiliate of the other party, hereto.\n\u201cReceiving Party\u201d means the party hereto (or Affiliate of the party hereto) that receives Confidential Information from the other party, or Affiliate of the other party, hereto.\n\u201cRepresentative\u201d means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable.\nSection 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner\u2019s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party.\nSection 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. The Receiving Party will instruct its Representatives who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the Receiving Party uses with respect to its own confidential property and trade secrets, which will be no less than reasonable care and discretion. The Receiving Party will be responsible for the compliance of its Representatives with the terms of this Agreement. If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). The Disclosing Party shall reimburse the Receiving Party for all of its reasonable out-of-pocket expenses incurred in connection with its compliance with the terms of the immediately preceding sentence.\nSection 4. Compliance by Affiliates. Each of ADP and the Partner will be responsible for compliance by its respective Affiliates with the terms of this Agreement.\nSection 5. Limitation on Obligation; No warranties, etc. Except for the obligation of confidentiality and the restrictions on use imposed by this Agreement upon the Receiving Party, each party acknowledges that no obligation of any kind is assumed or implied against the other party by virtue of any meeting or any discussion regarding the Evaluation with respect to whatever information is exchanged. Further, this Agreement and any meetings or communications of the parties relating to the subject matter of this Agreement will not (i) constitute any offer, request, or contract among the parties to engage in any transaction, nor (ii) constitute any offer, request or contract involving a buyer-seller relationship, venture, teaming or partnership relationship among the parties. Each party hereto hereby acknowledges that the Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information disclosed by it.\nSection 6. Reproduction and Return of Confidential Information. The Receiving Party will not reproduce the Confidential Information except as reasonably necessary for purposes of the Evaluation. If the Receiving Party reproduces all or any part of any Confidential Information, the Receiving Party will not remove or obscure any confidential or proprietary notices or legends, if any, that appear in the originals thereof. At the request of the Disclosing Party, the Receiving Party will either return to the Disclosing Party or destroy all Confidential Information and any reproductions thereof. The authorized officer of the Receiving Party that is responsible for such return or destruction shall deliver a written certification to the Disclosing Party of such return or destruction. The Receiving Party\u2019s obligations under Sections 2 and 3 will survive any return or destruction of Confidential Information.\nSection 7. Notice of Unauthorized Use. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\nSection 8. Competition; Independent Product Development Not Affected. The parties hereto acknowledge that they may compete in certain lines of business. Nothing herein shall be construed to prevent the parties from continuing to so compete or from continuing to carry out their respective plans and objectives, provided that the parties comply with the terms of this Agreement. Further, the terms of this Agreement shall not be construed to limit either party's right to independently develop or acquire products, functionality or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party's Confidential Information in violation of this Agreement.\nIn addition, each party agrees that any demonstration, description, or disclosure of its products, services, or methods to the other party, including but not limited to any functionality of its products, services, or methods (\u201cProduct Information\u201d), is not, and will not be considered, Confidential Information hereunder (other than with respect to the non-disclosure obligations contained herein). Each party further agrees that any demonstration, description, or disclosure of Product Information to the other party will not form the basis for any action by the Company against ADP, or ADP against the Company, for breach of this Agreement ((other than with respect to the non-disclosure obligations contained herein), breach of contract, or misappropriation of trade secrets.\nSection 9. No Implied License. Except as otherwise provided herein, nothing in this Agreement shall be deemed to constitute an implied license in favor of either party to any proprietary rights of the other party, including, without limitation, any patents, copyrights, trademarks or trade secret information. Each party agrees not to use any trade name, service mark, or trademark of the other party or refer to the other party in any promotional activity or material without first obtaining the prior written consent of such party.\nSection 10. Attorney-Client Privilege. To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party agrees that both such parties have a commonality of interest with respect to such matters and it is each party\u2019s desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine and other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and under the joint defense doctrine.\nSection 11. Notices. All notices, requests, consents, demands and other communications provided for by this Agreement will be in writing and shall be deemed sufficient if delivered in person or by express courier to the party to be notified. Any notice to ADP or the Partner will be delivered to the address specified under the respective signature lines below, or to such other address as the parties will advise the other in writing from time to time.\nSection 12. Miscellaneous. This Agreement may not be changed, modified or amended except by a writing signed by each party to this Agreement. This Agreement may not be discharged except by performance in accordance with its terms. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either party hereto without the prior written consent of the other party. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature, whether written or oral, between them. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts wholly made and performed in such state. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\nSection 13. Term. 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Confidential Information\n\"Confidential information\" in the sense of this agreement is all the information of a financial, commercial, technical or other confidential nature, in particular all specifications, descriptions, drafts, drawings, constructions, cross-sections, samples, data, files, inventions, formulas, procedures, plans, programs, models and other knowledge, experience and know-how that are not part of the state of the art that are disclosed or made accessible to the Partner by M&R in the scope of the project, and that independently of whether they were expressly or implicitly designated as secret or confidential in each case.\nIn particular, data in connection with accounting, such as balance sheets, interim balance sheets, reports, analyses, supporting documents and the like are confidential information as defined by the agreement.\nII. Non-Disclosure Agreement\nThe Partner shall protect the confidential information disclosed to him in connection with the project or to which he is given access in connection with the project from being disclosed to third parties, being used by third parties or being published at least with the same diligence he applies in order to protect his own confidential information of identical importance.\nThe Partner shall use confidential information from M&R for no other purposes than the project unless M&R has approved of such a different use in writing beforehand.\nIf further third parties are involved in the project, the Partner shall not disclose or make available confidential information to the third party before M&R has approved of that and the third party has also committed himself to strict confidentiality.\nConfidential information may only be passed on to general managers, employees, representatives or consultants of the Partner for whom the disclosure of or access to such confidential information is demonstrably necessary in the scope of the project. Insofar as these parties are not already bound to secrecy because of a work contract and/or based on a statutory non-disclosure obligation, these parties have to be bound to secrecy beforehand by making them sign a declaration according to Annex 1, and that also beyond the termination of their employment; this shall apply independently of the type or the legal arrangement of the employment.\nUnless otherwise provided for in this agreement, the above-mentioned obligations of this Section II shall apply in each case for a period of 3 (three) years after the point in time at which the respective confidential information was disclosed by M&R or made accessible to the Partner.\nIII. Exceptions from the Non-Disclosure Agreement\nExcepted from the non-disclosure obligation above shall be know-how and information\na) which was apparent to or generally known by the Partner or was state of the art already;\nb) which was already known by the Partner at the time of disclosure;\nc) which subsequently becomes apparent or generally known or state of the art through no fault of the Partner;\nd) which is disclosed or made accessible to the Partner by a third party who has the right to do so;\ne) regarding which M&R previously agreed to a passing on, disclosure or making accessible to third parties in writing.\nThe burden of proof for the presence of an exception in the above-mentioned sense lies with the Partner.\nIf the Partner or his respective general managers, employees, representatives or consultants are requested or obliged to disclose confidential information by a court, M&R shall be notified of that so timely as to enable M&R to initiate immediate legal action in court or to use another suitable legal remedy. If this immediate legal action and/or a different legal remedy is not obtained within a reasonable period of time, the Partner that is obliged to disclose shall only disclose the part of the confidential information to the disclosure of which he is obliged by law.\nIV. Subcontractors\nInsofar as the Partner employs subcontractors for the fulfillment of his duties from the scope of the project, the Partner shall be obliged to bind them to secrecy as well in writing in a scope according to this non-disclosure agreement. Proof of this obligation has to be shown to M&R upon request.\nV. No Granting of Rights\nThe communication, disclosure or making accessible of confidential information grants the Partner no rights, licenses or industrial property rights of any kind whatsoever. All rights in the confidential information shall remain with M&R.\nNo relations extending beyond that between the contracting parties, in particular no powers of agency of the one contracting party for the other contracting party, can be derived from this agreement. In particular, this agreement does not oblige the contracting parties to disclose confidential information to the respective other party or to enter into contractual relations with the other contracting party in the future.\nVI. Consequences of a Breach of the Obligation to Confidentiality\nIn the event of a culpable breach, the Partner shall be liable to M&R for compensation for the damage caused and shall keep M&R indemnified from all resulting claims and costs. If it is certain that confidential information found its way to third parties from the sphere of the Partner, a culpable (at least negligent) breach of non-disclosure obligations shall be assumed - except when there is evidence to the contrary.\nThe Partner shall equally be liable for the conduct of his general manager, employees, representatives, consultants, subcontractors, vicarious agents and all other parties that are involved in the project by him.\nVII. Term and Consequences of Termination\nThis agreement shall become effective upon signing and has a term of 5 (five) years. Without prejudice to the provision in Section II, last paragraph, the non-disclosure obligation for business secrets and know-how shall, however, continue to apply after termination of this agreement unless one of the exceptions described in Section III , Subsection c), d) or e) has occurred, for which the burden of proof lies with the Partner.\nUpon termination of this agreement, all the confidential information made available by M&R shall be returned to M&R on request of M&R, all copies that were made shall be destroyed or handed over to M&R and all stored information shall be deleted. Confidential information that has to be kept in order to comply with legal obligations, in particular archiving obligations, shall be excepted from that.\nVIII. No Liability for the Correctness of the Confidential Information\nM&R accepts no liability for the use or the trust in the correctness or completeness of the confidential information disclosed to the Partner.\nIX. Final Provisions\nIn the event that individual or several provisions within this Contract are or become ineffective, the effectiveness of the remaining provisions shall remain unaffected thereof. The contracting parties are obliged to replace an invalid provision by one that is in line with the purpose of the invalid provision in an allowable manner or comes as close to it as possible.\nAny amendments or alterations to this agreement may only be made in writing. This shall also apply to the written form clause and a waiver of the written form clause, respectively.\nThis agreement is governed by Austrian law excluding its conflict of law rules.\nThe competent court of jurisdiction for all disputes arising from this agreement shall be Graz.\nGrambach, date ........................... XXX, date ................................................\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nM&R Automation GmbH Partner\nAnnex 1\nNon-Disclosure Agreement\nThe undersigned\nMr./Ms. [ ... ]\nherewith declares that he/she has taken note of the non-disclosure agreement between M&R Automation GmbH and xy GmbH.\nBy signing this non-disclosure agreement, the undersigned personally undertakes to keep confidential information secret, to prevent any unauthorized disclosure, and to use it for no other purpose than the preparation or execution of the project [ ... ].\nThe undersigned shall continue to be bound by this non-disclosure obligation after termination of his/her work contract or other employment with [ ... ].\n[Place, date] [Signature]\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 42 - ], - [ - 43, - 62 - ], - [ - 63, - 76 - ], - [ - 77, - 84 - ], - [ - 84, - 102 - ], - [ - 103, - 139 - ], - [ - 140, - 143 - ], - [ - 144, - 153 - ], - [ - 154, - 182 - ], - [ - 183, - 223 - ], - [ - 224, - 232 - ], - [ - 233, - 448 - ], - [ - 449, - 560 - ], - [ - 561, - 588 - ], - [ - 589, - 1209 - ], - [ - 1210, - 1419 - ], - [ - 1420, - 1439 - ], - [ - 1439, - 1448 - ], - [ - 1449, - 1821 - ], - [ - 1822, - 1987 - ], - [ - 1988, - 2240 - ], - [ - 2241, - 2491 - ], - [ - 2491, - 2884 - ], - [ - 2885, - 3170 - ], - [ - 3171, - 3220 - ], - [ - 3221, - 3304 - ], - [ - 3305, - 3396 - ], - [ - 3397, - 3465 - ], - [ - 3466, - 3576 - ], - [ - 3577, - 3677 - ], - [ - 3678, - 3796 - ], - [ - 3797, - 3901 - ], - [ - 3902, - 4211 - ], - [ - 4211, - 4475 - ], - [ - 4476, - 4494 - ], - [ - 4495, - 4733 - ], - [ - 4733, - 4794 - ], - [ - 4795, - 4819 - ], - [ - 4820, - 4992 - ], - [ - 4992, - 5057 - ], - [ - 5058, - 5258 - ], - [ - 5258, - 5481 - ], - [ - 5482, - 5547 - ], - [ - 5548, - 5725 - ], - [ - 5725, - 5969 - ], - [ - 5970, - 6182 - ], - [ - 6183, - 6224 - ], - [ - 6225, - 6310 - ], - [ - 6310, - 6577 - ], - [ - 6577, - 6581 - ], - [ - 6581, - 6587 - ], - [ - 6587, - 6656 - ], - [ - 6657, - 6904 - ], - [ - 6904, - 7057 - ], - [ - 7058, - 7128 - ], - [ - 7129, - 7271 - ], - [ - 7272, - 7292 - ], - [ - 7293, - 7471 - ], - [ - 7471, - 7663 - ], - [ - 7664, - 7741 - ], - [ - 7741, - 7844 - ], - [ - 7845, - 7924 - ], - [ - 7925, - 8020 - ], - [ - 8021, - 8122 - ], - [ - 8123, - 8158 - ], - [ - 8159, - 8186 - ], - [ - 8187, - 8194 - ], - [ - 8195, - 8210 - ], - [ - 8210, - 8219 - ], - [ - 8220, - 8235 - ], - [ - 8236, - 8251 - ], - [ - 8252, - 8369 - ], - [ - 8370, - 8623 - ], - [ - 8624, - 8777 - ], - [ - 8778, - 8792 - ], - [ - 8792, - 8803 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 53 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 39, - 40 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15, - 16 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 23, - 49, - 74 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 53, - 54 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 0, - 33 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 26, - 30 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20, - 73 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.mr-automation.com/wp-content/uploads/2016/10/MR_NON-DISCLOSURE-AGREEMENT.pdf" - }, - { - "id": 154, - "file_name": "MUTUAL-CONFIDENTIAL-NON-DISCLOSURE.pdf", - "text": "MUTUAL CONFIDENTIAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \u201cAgreement\u201d) made the [DAY] (*) day of [MONTH], [YEAR].\nBETWEEN: Prof. [PROFESSOR NAME] of Carleton University\u2019s [NAME OF DEPARTMENT], an individual having an office at 1125 Colonel By Drive, Ottawa, ON, K1S 5B6. (hereinafter referred to as \u201cInvestigator\u201d)\nAnd: [COMPANY NAME] a corporation under the laws of [JURISDICTION] with a place of business at [COMPANY ADDRESS] (hereinafter referred to as the \u201cCompany\u201d)\n(individually Carleton and the Company are each a \u201cParty\u201d and collectively, the \u201cParties\u201d)\nWHEREAS Prof. [PROFESSOR NAME] of Carleton University\u2019s [NAME OF DEPARTMENT], and the Company each have proprietary knowledge and information relating to [DESCRIBE INFORMATION];\nWHEREAS the Parities which to enter into discussions to evaluate their mutual interest in pursuing a business relations for [DESCRIBE PURPOSE] (the \u201cPurpose\u201d);\nWHEREAS during the said discussions either Party may disclose to the other certain information deemed to be confidential in nature; and\nWHEREAS the Parties wish to establish their respective rights and obligations with respect to such information.\nNOW THEREFORE, inconsideration of the foregoing and the mutual obligations and undertakings set forth below, the Parties hereto agree as follows:\n1. The Preamble forms an integral part of this Agreement.\n2. Definitions:\n(a) \u201cConfidential Information\u201d means the information relating to the Purpose provided by one Party to the other Party and clearly marked \u201cCONFIDENTIAL\u201d or if related orally or visually, identified as \u201cCONFIDENTIAL\u201d at the time of disclosure. Confidential Information includes, but is not limited to, formulations, know-how, manufacturing processes, inventions, products, processes, techniques, compositions, compounds, plans, practices, drawings, prototypes, recordings, instructions, manuals, papers or other materials in whatever form or nature;\n(b) \u201cProvider\u201d means, as appropriate, the Party providing Confidential Information to the other Party; and\n(c) \u201cRecipient\u201d means, as appropriate, the Party receiving Confidential Information to the other Party.\n3. Recipient shall for a period of [NUMBER] (*) years from the date of this Agreement keep in strict confidence and not disclose to any third party any Confidential Information received from Provider prior to and during the term of this Agreement. Obligations of confidentiality will not apply to information that:\n(a) at the time of disclosure is published or is otherwise in the public domain; or\n(b) after the disclosure becomes part of the public domain; or\n(c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or\n(d) is developed independently by Recipient without reference to Confidential Information; or\n(e) Recipient is required by law to disclose, provided the Recipient shall, where possible, so advise Provider in advance of such disclosure so as to allow Provider an opportunity to challenge such disclosure.\n4. Recipient agrees not to use the Confidential Information in any manner whatsoever, directly or indirectly, and Recipient will not make use of such Confidential Information for any purpose, within or outside of its business, other than in connection with the Purpose. Recipient agrees, prior to the termination of this Agreement, to provide the Provider with all work products incorporating or derived therefrom or written confirmation of their destruction.\n5. Recipient may disclose the Confidential Information only to such of its employees\n who have a need to know such information for the Purpose and according to the terms and conditions contained herein. Recipient shall ensure that its employees are fully aware of the confidential nature of the Confidential\nInformation and of the obligations of confidentiality owed to the Provider. Recipient agrees to protect the Provider\u2019s Confidential Information using at least the same degree of care Recipient uses to protect its own Confidential Information, but in no event less than reasonable care.\n6. This Agreement is effective as of the date first above written and shall remain in full force and effect until [DATE] (*), unless terminated earlier by either Party. Either Party may terminate this Agreement for any reason upon sixty (60) days written notice to the other Party. The rights and obligations of the Parties under paragraphs 3 and 4 of this Agreement shall continue beyond termination.\n7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein.\n8. The Confidential Information is disclosed by the Parties without any express or implied representation or warranty as to the accuracy or the completeness thereof. The Parties explicitly disclaim any liability relating to the information, errors or omissions thereform.\n9. Recipient recognized that improper use of the Confidential Information disclosed hereunder shall cause irreparable damage to the Provider and agrees that the Provider may take any and all available legal action and shall be entitled to injunctive relief to prevent breaches of this Agreement.\n10. If, for any reason, any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability and the remainder of this Agreement shall be enforced to the fullest extent possible.\n11. This Agreement constitutes the entire Agreement between the Parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, or implied or statutory, between the Parties other than as expressly set forth in this Agreement.\n12. This Agreement shall not be assignable or transferable and shall ensure to the benefit of and be binding upon the Parties hereto.\n13. Nothing in this Agreement shall make either Party the partner of the other Party nor constitute either Party the agent or legal representative of the other Party, or create any fiduciary\nrelationship between them.\n14. Any demand, notice or other communication to be given in connection with this agreement shall be given in writing and shall be given by personal delivery, by registered mail or by electronic means of communication addressed to Recipient as follows:\nInvestigator: [NAME OF DEPARTMENT]\n[NAME OF BUILDING]\n[ROOM NUMBER]\n1125 Colonel By Drive\nOttawa, ON K1S 5B6\nCompany: [NAME AND COORDINATES]\n15. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and signatures transmitted by facsimile or in a PDF file shall be acceptable to bind each Party and shall not affect the validity of the Agreement in any way.\n16. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and herby submit to the jurisdiction of the courts of the Province of Ontario.\n17. The Parties hereto hereby acknowledge that they have required this Agreement to be drawn up in English language. IN WITNESS WHEREOF the Parties have duly executed this Agreement, in duplicate, effective as of the date first above written.\nINVESTIGATOR [COMPANY NAME]\nBy its authorized signatory: By its authorized signatory:\nPer: ___________________________ Per: ____________________________\nName: Name:\nTitle: Title:\nAcknowledgement\nI, Prof [PROFESSOR NAME], having read this Agreement, hereby agree to act in accordance with all the terms and conditions herein and further agree to ensure that all Carleton participants are informed of their obligations under such terms and conditions.\n___________________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 120 - ], - [ - 121, - 278 - ], - [ - 278, - 321 - ], - [ - 322, - 477 - ], - [ - 478, - 568 - ], - [ - 569, - 746 - ], - [ - 747, - 906 - ], - [ - 907, - 1042 - ], - [ - 1043, - 1154 - ], - [ - 1155, - 1300 - ], - [ - 1301, - 1358 - ], - [ - 1359, - 1374 - ], - [ - 1375, - 1617 - ], - [ - 1617, - 1922 - ], - [ - 1923, - 2029 - ], - [ - 2030, - 2133 - ], - [ - 2134, - 2382 - ], - [ - 2382, - 2448 - ], - [ - 2449, - 2532 - ], - [ - 2533, - 2595 - ], - [ - 2596, - 2809 - ], - [ - 2810, - 2903 - ], - [ - 2904, - 3113 - ], - [ - 3114, - 3384 - ], - [ - 3384, - 3573 - ], - [ - 3574, - 3658 - ], - [ - 3659, - 3660 - ], - [ - 3660, - 3777 - ], - [ - 3777, - 3881 - ], - [ - 3882, - 3958 - ], - [ - 3958, - 4167 - ], - [ - 4168, - 4337 - ], - [ - 4337, - 4450 - ], - [ - 4450, - 4569 - ], - [ - 4570, - 4830 - ], - [ - 4830, - 4994 - ], - [ - 4995, - 5161 - ], - [ - 5161, - 5266 - ], - [ - 5267, - 5562 - ], - [ - 5563, - 5806 - ], - [ - 5807, - 6044 - ], - [ - 6044, - 6250 - ], - [ - 6251, - 6384 - ], - [ - 6385, - 6575 - ], - [ - 6576, - 6602 - ], - [ - 6603, - 6855 - ], - [ - 6856, - 6890 - ], - [ - 6891, - 6909 - ], - [ - 6910, - 6923 - ], - [ - 6924, - 6937 - ], - [ - 6937, - 6945 - ], - [ - 6946, - 6964 - ], - [ - 6965, - 6996 - ], - [ - 6997, - 7321 - ], - [ - 7322, - 7551 - ], - [ - 7552, - 7669 - ], - [ - 7669, - 7794 - ], - [ - 7795, - 7822 - ], - [ - 7823, - 7852 - ], - [ - 7852, - 7880 - ], - [ - 7881, - 7886 - ], - [ - 7886, - 7914 - ], - [ - 7914, - 7919 - ], - [ - 7919, - 7947 - ], - [ - 7948, - 7959 - ], - [ - 7960, - 7973 - ], - [ - 7974, - 7989 - ], - [ - 7990, - 8244 - ], - [ - 8245, - 8272 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 35, - 36 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 22 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18, - 23 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 26, - 28 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://carleton.ca/curo/wp-content/uploads/MUTUAL-CONFIDENTIAL-NON-DISCLOSURE.pdf" - }, - { - "id": 155, - "file_name": "MUTUAL-NDA-Form-2.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT (the \"Agreement\") is made by and between _____ Capital, Inc., a Delaware corporation, having its principal place of business at _______________, and ___________, having its principal place of business ________________.\nWHEREAS, in the course of business the parties will share Confidential Information (as defined below) with each other, the parties agree to the following terms and conditions.\n1. Confidential Information. As used herein, \"Confidential Information\" shall mean any and all oral and written proprietary information provided by one party (the \"Provider\") to the other (the \"Recipient\"), including but not limited to financial documents, customer lists, development plans, business plans, trade secrets, and intellectual property. \"Confidential Information\" does not include information that (i) is generally available to the public on the date of this agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was in the Recipient's possession prior to disclosure by the Provider, except to the extent that the Recipient received the information in violation of any requirement of confidentiality of which the Recipient was aware or reasonably should have been aware, or (iv) is made available to the Recipient lawfully and in good faith by a third party who Recipient reasonably believes is not under an obligation to keep such information confidential.\n2. Use of Confidential Information. Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in advance in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement.\n3. Employees, Advisors, and Agents. The Recipient will only share Confidential Information with its employees, advisors, and agents when such disclosure is necessary for the purpose for which the Provider disclosed the information. All employees, advisors, and agents of the Recipient party with access to Confidential Information shall be bound by this Agreement and the Recipient shall be responsible for any unauthorized disclosure of Confidential Information by its employees, advisors and/or agents.\n4. Court Order. Notwithstanding the above, the Recipient shall not be in violation of this Agreement if the disclosure is in response to a valid subpoena or order by a court or other government body, provided the Recipient presents the Provider with as much prior written notice of such disclosure as is reasonable in order to permit the Provider an opportunity to seek confidential treatment of such information.\n5. Care. The Recipient will use at least as much care in maintaining the confidentiality of any disclosed Information as that party uses in maintaining its own Confidential Information, and the Recipient will use at least reasonable care.\n6. Notification of Loss or Disclosure. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party.\n7. Reproduction of Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information by the Recipient shall remain the property of the Provider and shall contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Provider.\n8. Return of Information. Upon termination or expiration of the Agreement, or upon written request by either party, each party shall promptly return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof, or destroy all Confidential Information and copies thereof and certify its destruction to the Provider.\n9. No Property Rights; No Partnership or Joint Venture. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to the Confidential Information of the other party disclosed pursuant to this Agreement, and any grant, if any, shall be set forth in a separate, express written agreement. Unless set forth in a separate, express written agreement, the parties hereto have not formed and are not forming a partnership or joint venture and neither party may claim otherwise.\n10. Term. This Agreement shall commence on the first date that both parties have signed the Agreement (the \"Effective Date\") and shall terminate 3 years following the Effective Date. Either party may terminate this Agreement at any time, given that the party provides the other party with at least 90 days prior written notice. Following termination of this agreement, confidentiality shall still be maintained for two years following the termination of this Agreement.\n11. State Law. This Agreement and all disputes rising hereunder shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.\n12. Injunctive Relief. In the event that one party breaches or threatens to breach this agreement the parties agree that monetary damages will be an inadequate remedy, and therefore, the other party will be entitled to an immediate permanent injunction against such breach and such other equitable relief as is necessary to enforce any and all of the provisions of this Agreement.\n13. Interpretation. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect other provisions, but this Agreement will be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provisions had never been contained herein. The language in all parts of this Agreement will be construed, in all cases, according to its fair meaning, and not for or against either party hereto because one party may have drafted the Agreement.\n14. Entire Agreement; No Oral Modification. This Agreement constitutes the entire Agreement between the parties relating to the subject matter hereof. This Agreement is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter and supersedes any prior oral discussions or written communications and agreements. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in writing signed by both parties.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 116 - ], - [ - 116, - 270 - ], - [ - 270, - 287 - ], - [ - 288, - 463 - ], - [ - 464, - 493 - ], - [ - 493, - 814 - ], - [ - 814, - 875 - ], - [ - 875, - 947 - ], - [ - 947, - 1070 - ], - [ - 1070, - 1337 - ], - [ - 1337, - 1520 - ], - [ - 1521, - 1557 - ], - [ - 1557, - 2003 - ], - [ - 2004, - 2040 - ], - [ - 2040, - 2236 - ], - [ - 2236, - 2508 - ], - [ - 2509, - 2525 - ], - [ - 2525, - 2922 - ], - [ - 2923, - 3161 - ], - [ - 3162, - 3201 - ], - [ - 3201, - 3352 - ], - [ - 3353, - 3385 - ], - [ - 3385, - 3509 - ], - [ - 3509, - 3778 - ], - [ - 3779, - 3805 - ], - [ - 3805, - 4161 - ], - [ - 4162, - 4218 - ], - [ - 4218, - 4541 - ], - [ - 4541, - 4724 - ], - [ - 4725, - 4735 - ], - [ - 4735, - 4908 - ], - [ - 4908, - 5053 - ], - [ - 5053, - 5194 - ], - [ - 5195, - 5210 - ], - [ - 5210, - 5364 - ], - [ - 5365, - 5388 - ], - [ - 5388, - 5745 - ], - [ - 5746, - 5766 - ], - [ - 5766, - 5906 - ], - [ - 5906, - 6289 - ], - [ - 6289, - 6489 - ], - [ - 6490, - 6534 - ], - [ - 6534, - 6641 - ], - [ - 6641, - 6843 - ], - [ - 6843, - 7047 - ], - [ - 7048, - 7168 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 13, - 33 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://seabrookpartnersllc.com/wp-content/uploads/2017/12/MUTUAL-NDA-Form-2.pdf" - }, - { - "id": 156, - "file_name": "MUTUAL-NON-CIRCUMVENT-and-NON-DISCLOSURE-20.pdf", - "text": "SunTerra Transportation and Logistic Services, LLC.\nSt Petersburg, FL. 33707\nPhone 727.362.6357 / Fax 866.871.6905\nMUTUAL NON - CIRCUMVENT and NON - DISCLOSURE\nThis Agreement (\u201cAgreement\u201d) is made effective as of ______day of ________________ and is between Sunterra Environmental, a Florida limited liability company and_______________________. and are each referred to as a \u201cParty\u201d and collectively referred to as the \u201cParties\u201d.\n The purpose of this agreement is to protect the confidential information brought together by the business transactions and interchange of the stated parties above desiring to facilitate various strategic alliances and business ventures. Regarding the possible entry into a business relationship, each party may disclose its Trade Secrets or Confidential Information to the other. For and in consideration of the disclosures to be made hereunder and the mutual promises and covenants expressed herein, the parties agree as follows:\nI. CONFIDENTIAL INFORMATION - As used herein, Confidential Information shall mean any information and data of a confidential or proprietary nature which is disclosed by Disclosing Party to Receiving Party, including but not limited to, customer information, proprietary technical, financial, personnel, marketing, pricing, sales, and/or commercial information with respect to computer networking, data communications, computing services; development, operation, performance, cost, know-how, business, process and marketing of computer software and other technology relating to computer networking, data communications and computing services as well as ideas, concepts, designs and inventions, computer source and object code and computer programming techniques; and all record bearing media containing or disclosing such information and techniques that are disclosed pursuant to this Agreement. The terms and existence of this Agreement, the fact that Confidential Information has been made available hereunder, that discussions or negotiations are taking place concerning a potential business relationship involving the Parties and all the terms, conditions, and other facts with respect thereto (including the status thereof) shall also be considered Confidential Information that is subject to the provisions of this Agreement.\nII. PROTECTION OF CONFIDENTIAL INFORMATION - Both parties understand and acknowledge that the Confidential Information has been developed or obtained by stated parties by investment of significant time, effort and exposure, and that the confidential information is a valuable, special and unique asset of stated parties which provides each with a significant competitive advantage. Therefore, stated parties agree to hold in confidence and not to disclose the Confidential Information to any person or entity without the prior written consent of each Party. No copying: Both further agree that they will not copy or modify any Confidential Information without the prior written consent of stated parties. No contact: both further agree that they will not directly contact any listed source of Confidential Information without the prior written consent of respective parties.\nIII. NON-CIRCUMVENT - The Parties, hereby irrevocably agree, and guarantee each other they shall not, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate each other's interest, or the interest or relationship between the Parties with other haulers, trucking companies, contractors on project, future contractors on project, carriers, prime contractors, sub-contractors, producers, sellers, buyers, brokers, dealers, , government departments, distributors, financial institutions, technology owners, developers or manufacturers, to change, increase or avoid directly or indirectly payment of established or to be established fees, commissions, or continuance of pre-established relationship or intervene in non-contracted relationships that by-pass one of the Parties with any haulers, trucking companies, contractors on project, future contractors on project, carriers, prime contractors, sub- contractors, producers, sellers, buyers, brokers, dealers, government departments, distributors, financial institutions, technology owners, developers or manufacturers, corporations, producer, technology owner, partnership, or individual revealed or introduced by one of the Parties to one another in connection with any on-going or future transaction or project.\nIV. AGREEMENT - This mutual non-circumvent and non-disclosure agreement is for the purpose of protecting new business developed jointly by the Parties therein. The Undersigned agree that they shall not use proprietary information or trade secrets unknown to the general public belonging to the Providing Party for their own use or for any purpose, other than the purpose authorized in writing by the Providing Party to the benefit of the joint business effort of the parties.\nExcept as otherwise expressly set forth in this Agreement, both parties herein will hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Trade Secrets or Confidential Information or any portion thereof. The Receiving Party may only disclose the Trade Secrets and Confidential Information to its attorneys, accountants and employees, to the extent such persons have a need to know such information for the purposes described in this Agreement, and provided each such employee shall be obligated in writing to comply with the terms and conditions of this Agreement and each such attorney or accountant shall either be legally bound to comply with the terms and conditions of this Agreement or so obligated in writing.\nRecipient\u2019s obligations under this Agreement with regard to the Trade Secrets remain in effect for so long as such information shall remain a trade secret under applicable law. Recipient\u2019s obligations with regard to the Confidential Information shall remain in effect for two (2) years after the execution of this Agreement. No contract or agreement providing for any transaction involving the Parties shall be deemed to exist between the Parties unless and until a final definitive agreement has been executed and delivered. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.\nV. TRADE SECRET\n(a) The undersigned and/or their employees, agents, affiliates, attorneys, accountants, and advisors acknowledge that all information shared while performing duties related to the development of potential acquisition of business or any customers introduced whether in written, printed, verbal or electronic forms by either party, including but not limited to files, employees, clients, suppliers, names and addresses, products samples, designs and patents, copyrights, manufacturing processes, sales and marketing projects and programs are to be held up as proprietary information and a trade secret of the \"Disclosing Party\" and as such are to be treated in a strictly confidential manner.\n(b) All information provided by either \"Party\" to the other party shall remain the sole and exclusive property of the Provider. The undersigned shall make every effort to protect and secure the information belonging to the parties while in their possession. No information belonging to the \"Parties\" shall be provided or disclosed in any form by the Undersigned to a third party directly or indirectly unless the third party is bound by the terms of this Agreement.\n(c) The Undersigned agrees that the proprietary information including, but not limited to, financial and marketing information, product or service information and customers' name's provided by either \"Party\" shall not be provided to, or disclosed directly or indirectly to any third party without prior written agreement of both parties.\n(d) The Undersigned agrees that no copies in any form whether magnetic, printed or electronic, abstracts or photographs shall be made without written permission of the Provider {defined in III b}. Upon demand by either of the Parties, the Receiving Party herein Undersigned will return all the proprietary information to the appropriate Provider.\nVI. REMEDIES - The parties herein acknowledge that in the event of a breach of this Agreement, the injured party shall be entitled to injunctive relief as a cumulative and not necessarily successive remedy and without the need to post bond. Both parties understand, acknowledge and agree that in the event the Disclosing Party is required to bring an action to enforce the provisions of this Agreement through a Temporary Restraining Order or other remedy, the damages to Disclosing Parry for improper disclosure of the Information are irreparable, and the Disclosing Party is entitled to equitable relief, including a preliminary injunction, in addition to other monetary relief.\nIf any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction or a regulatory agency having jurisdiction over the subject matter herein to be enforceable, void or invalid, the remainder of the provisions herein shall remain in full force and effect and shall in no way be affected, impaired or invalidates and the rights and obligations of the parties of this Agreement shall be construed and enforced accordingly.\nVII. ATTORNEYS FEES - If any legal action arises to this Agreement, the prevailing party shall be entitled to recover its court costs, expenses and reasonable attorneys' fees.\nVIII. JURISDICTION\nThis Agreement shall be construed and governed to the laws of State of Florida.\nIN WITNESS WHEREOF, the Parties have duly executed this document as of the Effective Date.\nSunterra Environmental ____________________________.\nBy:_________________________________ By:________________________________\nPrint:___________________ ____________ Print:_______________________________\nTitle:______________________________ Title:_______________________________\nDate:_______________________________ Date:_______________________________\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 76 - ], - [ - 77, - 114 - ], - [ - 115, - 159 - ], - [ - 160, - 318 - ], - [ - 318, - 346 - ], - [ - 346, - 430 - ], - [ - 431, - 432 - ], - [ - 432, - 669 - ], - [ - 669, - 812 - ], - [ - 812, - 962 - ], - [ - 963, - 1858 - ], - [ - 1858, - 2293 - ], - [ - 2294, - 2676 - ], - [ - 2676, - 2852 - ], - [ - 2852, - 2999 - ], - [ - 2999, - 3168 - ], - [ - 3169, - 4477 - ], - [ - 4478, - 4638 - ], - [ - 4638, - 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}, - { - "id": 158, - "file_name": "Model%20NDA%20(recommended%20by%20SWA).pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made on this ___ day of ____ 201___ (\u201cEffective Date\u201d) at Mumbai.\nBETWEEN\n____________ (WRITER), an adult inhabitant of India having Pan No _________ having permanent address at ___________________________and current address at __________________________ (hereinafter referred to as the \u201cDisclosing Party/Writer\u201d, which expression shall, unless repugnant to the context or meaning thereof, mean and include his/her heirs, executors, administrators, legal representatives) of the One Part\nAND\nYYYY, a [proprietorship/partnership/company] [through the sole proprietor/ acting through its partner [_____]/ incorporated under the provisions of the Companies Act, 1956],with its [principal place of business] [registered office] located at [___________], (hereinafter referred to as the \u201cReceiving Party/Producer\u201d, which expression shall, unless it be repugnant to the context or meaning thereof, means and includes [his/her heirs, executors, administrators, legal representatives/ the partners or partner for the time being of the firm the survivors or survivor of them and the heirs, executors, administrators of the last surviving partner and his or her assigns/ its successors and assigns]) of the OTHER PART;\n\u201cDisclosing Party/Writer\u201d and \u201cReceiving Party/Producer\u201d, hereinafter collectively referred to as \u201cParties\u201d and individually a \u201cParty\u201d\nWHEREAS\n(A) [\u201cThe Parties intend to enter into discussions with each other regarding the clippings, strategies/synopsis/story/story line/ narration/script/screenplay/ dialogue and literary work titled _____________________owned, written and authored by the Disclosing Party and registered by the Disclosing Party/Writer with the Film Writers Association as also attached hereto as Annexure - I\u201c] [\u201cSubmissions\u201d] to access the possibility of enabling the said Receiving Party/Producer to produce a ____________ based on the same on mutually agreed terms as may be agreed to and executed by the Parties if/as and when applicable (hereinafter referred to as the \u201cPurpose\u201d).It is expressly clarified herein that nothing herein is deemed to transfer any intellectual property rights and/or any other rights of the Disclosing Party/Writer in the said Submissions and/or any other Proprietary and Confidential Information (defined below and hereinafter collectively referred to as Confidential Information), to the Receiving Party/Producer under any circumstances and/or for any reason whatsoever.\nIn order to proceed with the Purpose, the Disclosing party has agreed to additionally provide certain Proprietary and Confidential Information concerning the Purpose and the receiving party has agreed to accept such Confidential information on a strictly confidential basis and on the terms and conditions set out below.\nIN CONSIDERATION of the Receiving Party having access to the Disclosing Party\u2019s said Confidential Information each Party agrees to the following terms and conditions:\n1. The term \u201cConfidential information\u201d for the purpose of this Agreement shall mean the said Submissions and each concept, idea, game-play mechanic, set design, business model, and/or other element contained therein and any and all other proprietary and/or any other information and/or data which is provided and/or obtained hereunder weather in relation to the submission and/or otherwise, whether in writing, pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection with the Purpose or otherwise, including but not limited to, all intangible and tangible information, documents, data, papers, statements, any business/customer information and trade secrets relating to its business practices in connection with the Purpose or otherwise, and will form a part of the proprietary and confidential information weather disclosed by the Disclosing and/or Receiving Party.\n2. Notwithstanding any other provision of this Agreement, the Parties acknowledge that Confidential information shall not include any information that:\na) Is or becomes publicly available without breach of this Agreement\nb) Becomes lawfully available to either Party from a third party free from any confidentiality restriction.\nc) Is required to be disclosed under any relevant law, regulation or order of court, provided the affected Party is given prompt notice of such requirement or such order and (where possible) and provided the opportunity to contest it as per applicable law, and the scope of such disclosure is limited to the extent possible\nd) Was previously ,i.e., prior to the date of this Non-Disclosure Agreement, possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party as evidenced by written and dated original and valid records.\n3. The Receiving shall use the Confidential information only for the Purpose and not disclose any of the Confidential Information to any third party without the Disclosing Party\u2019s prior written consent, and in addition to the same the Receiving Party will only share such Confidential Information with its internal employees only and strictly on a need to know basis.\n4. The Receiving Party shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential information.\n5. The Receiving Party shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any Confidential information or any documents containing Confidential information without the Disclosing party\u2019s written consent.\n6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses.\n7. The Receiving party shall not use the Confidential information to procure a commercial advantage and/or otherwise for any purpose whatsoever other than the Purpose without the prior written approval of the Disclosing Party,\n8. The Receiving party acknowledges that damages are not a sufficient remedy for the Disclosing Party for any breach of any of the Receiving Party\u2019s undertakings herein provided and the Receiving Party further acknowledges that the Disclosing party is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach of this Agreement and/or any undertakings hereunder by the Receiving Party, in addition to and without prejudice any other remedies available to the Disclosing Party in law or in equity.\n9. The Receiving Party does not acquire any intellectual property rights under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with the Purpose under this Agreement and subject to the terms and conditions hereunder.\n10. Receiving Party shall not modify or erase the logos, trademarks etc. of Disclosing Party or any third party present on the Confidential Information. Neither party shall use or display the logos, trademarks etc., of the other party in any advertisement, press etc. and/or otherwise, without the prior written consent of the other party.\n11. No warranties of any kind are given with respect to the Confidential information and/or any other information disclosed under this Agreement or any use thereof, except as may be otherwise agreed to in writing. Neither party shall be liable to the other hereunder for amounts representing loss of profits, loss of business or indirect, consequential or punitive damages of the other party in connection with the provision or use of Confidential information hereunder except to the extent that such provision or use is caused by and constitutes a breach of this Agreement.\n12. No failure or delay by either Party in exercising or enforcing any right, remedy or power hereunder shall operate as a waiver thereof nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any further exercise or enforcement thereof or the exercise or enforcement of any other right, remedy or power.\n13. This Agreement shall be governed by the laws of India.\n14. The Parties hereto undertake that any dispute which may arise between them shall first be dealt with in the manner stated below, irrespective of the other recourse, which any Party may have in law or in equity.\n14.1 If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one Party hereto has been legitimate, both Parties hereto shall endeavour to settle such dispute amicably. If the Parties fail to bring about an amicable settlement within a period of thirty (30) days, either Party to the dispute may give ten (10) days notice of invocation of dispute settlement by the Film Writers Association, Mumbai, to the other Party in writing.The Parties hereto shall submit to such mediation award by the Film Writers Association and the award shall be enforceable in any competent court of law in Mumbai.\n15. Subject to the provision of Clause 16, the Courts having jurisdiction hereunder, shall exclusively be the courts at Mumbai, India.\n15.1 This Agreement shall be governed by and construed in accordance with the laws of India.\n16. This agreement supersedes all prior discussions and writings with respect to the subject matter hereof and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party.\n17. In the event that any of the provisions of this Agreement shall be held by a court or the dispute resolution committee of the Film Writers Association to be unenforceable, the remaining portions hereof shall remain in full force and effect.\n18. Nothing in this Agreement shall preclude either party from engaging in discussions with any third party regarding the Purpose, provided that the terms of this Agreement are strictly complied with during such discussions.\n19. All obligations respecting the Confidential information already provided hereunder shall survive in perpetuity after the date that the specific Confidential information was first disclosed.\n20. This Agreement is valid and binding on theparent and/or holding and/or subsidiary(s) and/or associate(s) and/or affiliate and/or related companies and/or entities, directors, agents, servants, successors-in-title and permitted assigns of the respective Parties.\nIN WITNESS WHEREOF this Agreement has been executed by the duly authorized representative of each Party on the day and year first above written.\nSIGNED: SIGNED:\nFor and on behalf of: For and on behalf of:\n_____________________ ________________\nName: Name:\nWitness:\nWitness:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 137 - ], - [ - 138, - 145 - ], - [ - 146, - 212 - ], - [ - 212, - 250 - ], - [ - 250, - 281 - ], - [ - 281, - 300 - ], - [ - 300, - 327 - ], - [ - 327, - 559 - ], - [ - 560, - 563 - ], - [ - 564, - 609 - ], - [ - 609, - 1280 - ], - [ - 1281, - 1415 - ], - [ - 1416, - 1423 - ], - [ - 1424, - 1617 - ], - [ - 1617, - 2086 - ], - [ - 2086, - 2506 - ], - [ - 2507, - 2827 - ], - [ - 2828, - 2994 - ], - [ - 2995, - 3922 - ], - [ - 3923, - 4074 - ], - [ - 4075, - 4143 - ], - [ - 4144, - 4251 - ], - [ - 4252, - 4575 - ], - [ - 4576, - 4824 - ], - [ - 4825, - 5192 - ], - [ - 5193, - 5446 - ], - [ - 5447, - 5713 - ], - [ - 5714, - 5946 - ], - [ - 5947, - 6173 - ], - [ - 6174, - 6731 - ], - [ - 6732, - 7027 - ], - [ - 7028, - 7181 - ], - [ - 7181, - 7367 - ], - [ - 7368, - 7582 - ], - [ - 7582, - 7942 - ], - [ - 7943, - 8287 - ], - [ - 8288, - 8346 - ], - [ - 8347, - 8561 - ], - [ - 8562, - 8567 - ], - [ - 8567, - 9005 - ], - [ - 9005, - 9265 - ], - [ - 9265, - 9428 - ], - [ - 9429, - 9563 - ], - [ - 9564, - 9569 - ], - [ - 9569, - 9656 - ], - [ - 9657, - 9864 - ], - [ - 9864, - 10026 - ], - [ - 10027, - 10271 - ], - [ - 10272, - 10496 - ], - [ - 10497, - 10690 - ], - [ - 10691, - 10956 - ], - [ - 10957, - 11101 - ], - [ - 11102, - 11117 - ], - [ - 11118, - 11161 - ], - [ - 11162, - 11184 - ], - [ - 11184, - 11200 - ], - [ - 11201, - 11212 - ], - [ - 11213, - 11221 - ], - [ - 11222, - 11230 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16, - 31 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 50 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 28 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20, - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.swaindia.org/pdf/Model%20NDA%20(recommended%20by%20SWA).pdf" - }, - { - "id": 159, - "file_name": "Mutual%20NDA_Confidentiality.pdf", - "text": "MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is entered into as of this ____ day of ____________, 201__ (the \u201cEffective Date\u201d), by and between HICO America Sales & Technology, Inc., a Pennsylvania corporation with its principal offices located at Three Penn Center West, Suite 300, Pittsburgh, Pennsylvania 15276 (\u201cHICO\u201d), and ___________________________, a _______________________________ with its principal offices located at ______________ (\u201c__________\u201d).\nWHEREAS, HICO and ______________ desire to exchange certain Confidential Information (as defined below) for the purpose of internal review in relation to the consideration of a potential business relationship or transaction (the \u201cPurpose\u201d);\nWHEREAS, to facilitate such discussions, HICO and ____________ (each, in such instance, the \u201cDisclosing Party\u201d) may disclose to one another (each, in such instance, the \u201cReceiving Party\u201d) confidential and proprietary information regarding the Disclosing Party\u2019s business; and\nWHEREAS, HICO and ____________ are entering into this Agreement to define their respective rights and obligations with respect to any confidential and proprietary information exchanged between them.\nNOW THEREFORE, in consideration of the premises hereof and following covenants and agreements, and intending to be legally bound hereby, HICO and _____________ hereby agree as follows:\n1. Confidential Information. \u201cConfidential Information\u201d as used in this Agreement means all information regarding a Disclosing Party\u2019s business disclosed or made available to a Receiving Party by a Disclosing Party, or otherwise acquired by Receiving Party, in connection with the Purpose of this Agreement, including, without limitation, any information relating to a Disclosing Party\u2019s business, products, technology, data, engineering data or drawings, software (including all algorithms, methods, techniques and processes revealed by such software), customers, customer lists, customer needs and requirements, documentation, training materials, vendors, intellectual property, marketing, financial, projections, trade secrets, proprietary information or other information, whether in electronic, oral or written form, and all notes, analyses, compilations, studies or other documents prepared by the Receiving Party which contain or reflect such information. The existence of the Purpose of this Agreement, this Agreement and the terms contained herein shall be deemed to be Confidential Information under this Agreement. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party\u2019s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party.\n2. Non-Use; Protection and Dissemination of Confidential Information. Each party hereto agrees not to use the Confidential Information received by such party as a Receiving Party other than for the Purpose of this Agreement. Each party hereto shall: (a) not disclose the Confidential Information of the other party hereto to any other party and will use best efforts to protect the confidentiality of such information, (b) not use the Confidential Information except for the Purpose of this Agreement, and (c) not reproduce, copy or photograph any document or other medium which contains Confidential Information, without the prior written approval of the Disclosing Party; provided, however, that each party hereto may furnish the other\u2019s Confidential Information to those employees or representatives of such party who need to have access to such Confidential Information to assist such party in achieving the Purpose of this Agreement. As a condition to such disclosure, the Receiving Party must inform its employees and representatives of the confidential nature of the Confidential Information and the terms of this Agreement and each representative of a Receiving Party that receives Confidential Information must agree in writing to be bound by the terms of this Agreement as is the Receiving Party. Each party hereto is responsible for any breach of this Agreement by its employees and representatives. The Receiving Party agrees to promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Confidential Information.\n3. Ownership and Return. All Confidential Information is and will remain the exclusive property of Disclosing Party, and no right or license is granted to Receiving Party with respect to any Confidential Information. Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same. Upon request, the fact of any such destruction must be certified in writing to the Disclosing Party by an officer of the Receiving Party. Nothing in this Agreement obligates either party hereto to disclose any information to the other or creates any agency or partnership relation between them.\n5. Compelled Disclosure. If either party hereto, as Receiving Party, is requested or required by legal or administrative process to disclose any Confidential Information of the Disclosing Party, such Receiving Party will promptly notify the Disclosing Party of such request or requirement so that such Disclosing Party may seek an appropriate protective order or other relief. In any case, such Receiving Party will (a) disclose only that portion of the Confidential Information which the Receiving Party\u2019s legal counsel advises is required to be disclosed, (b) use best efforts to ensure that such Confidential Information is treated confidentially, and (c) notify such Disclosing Party as soon as reasonably practicable of the items of Confidential Information so disclosed.\n6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS.\u201d NEITHER PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n7. Remedies. Each party hereto acknowledges that remedies at law may be inadequate to protect the other party against any actual or threatened breach of this Agreement, and, without prejudice to any other rights and remedies otherwise available to the parties hereto, agrees to the granting of injunctive relief in favor of the other without proof of irreparable harm or the posting of any bond. In the event of litigation commenced by a party to enforce this Agreement, the primarily prevailing party will be entitled to recover its costs and expenses in such litigation, including attorneys\u2019 fees and expenses.\n8. Transaction. Both parties agree that unless and until final, written definitive agreements regarding a specific transaction between the parties have been executed and delivered, neither party will be under any legal obligation of any kind whatsoever to extend or expand the relationship beyond the Purpose of this Agreement, except for the matters specifically agreed to herein.\n9. Term and Termination. This Agreement shall be effective as of the Effective Date and shall govern all communications of Confidential Information between the parties until terminated by either party; provided, however, the obligations of confidentiality and non-disclosure with respect to Confidential Information shall continue beyond termination until: (a) such time as the Confidential Information is no longer deemed to be Confidential Information as more fully set forth in Section 1 of this Agreement or (b) upon the written consent of the Disclosing Party that the obligations of confidentiality and non-disclosure have ended.\n10. Miscellaneous. This Agreement will inure to the benefit of and be binding upon the parties\u2019 respective successors and permitted assigns. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Both parties agree not to issue or release any articles, advertising, publicity or other matter relating to the existence of this Agreement or any Confidential Information (including the fact that a meeting or discussion has taken place between the parties) or mentioning or implying the name of the other party, except as may be required by law and then only after providing the other party with an opportunity to review and comment thereon. In the event that any one of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired by such a finding. No waiver of any provisions of this Agreement will be valid unless the same is in writing and signed by the party against whom such waiver is sought. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. This Agreement contains the entire agreement of the parties, supersedes any and all prior agreements, written or oral, between them relating to the subject matter hereof, and may not be amended unless agreed to in writing by each party. The rights and obligations of the parties under this Agreement are in addition to, not in lieu of, all rights and obligations under applicable statutory and common law with respect to the other\u2019s Confidential Information. This Agreement is governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania (without regard to its conflict of laws provisions).\n[INTENTIONALLY LEFT BLANK \u2013 NEXT PAGE IS SIGNATURE PAGE]\nIN WITNESS WHEREOF, the parties have executed this Mutual Confidentiality & Non-Disclosure Agreement as of the date first written above.\nHICO America Sales & Technology, Inc.\nBy:\nName:\nTitle:\n[NAME]\nBy:\nName:\nTitle:\n", - "spans": [ - [ - 0, - 49 - ], - [ - 50, - 406 - ], - [ - 406, - 435 - ], - [ - 435, - 437 - ], - [ - 437, - 469 - ], - [ - 469, - 537 - ], - [ - 538, - 778 - ], - [ - 779, - 1054 - ], - [ - 1055, - 1253 - ], - [ - 1254, - 1438 - ], - [ - 1439, - 1468 - ], - [ - 1468, - 2402 - ], - [ - 2402, - 2565 - ], - [ - 2565, - 2624 - ], - [ - 2624, - 2737 - ], - [ - 2737, - 2900 - ], - [ - 2900, - 3148 - ], - [ - 3148, - 3333 - ], - [ - 3334, - 3404 - ], - [ - 3404, - 3559 - ], - [ - 3559, - 3584 - ], - [ - 3584, - 3753 - ], - [ - 3753, - 3840 - ], - [ - 3840, - 4273 - ], - [ - 4273, - 4641 - ], - [ - 4641, - 4745 - ], - [ - 4745, - 4907 - ], - [ - 4908, - 4933 - ], - [ - 4933, - 5125 - ], - [ - 5125, - 5401 - ], - [ - 5401, - 5539 - ], - [ - 5539, - 5695 - ], - [ - 5696, - 5721 - ], - [ - 5721, - 6073 - ], - [ - 6073, - 6112 - ], - [ - 6112, - 6254 - ], - [ - 6254, - 6351 - ], - [ - 6351, - 6472 - ], - [ - 6473, - 6489 - ], - [ - 6489, - 6539 - ], - [ - 6539, - 6686 - ], - [ - 6687, - 6700 - ], - [ - 6700, - 7083 - ], - [ - 7083, - 7299 - ], - [ - 7300, - 7316 - ], - [ - 7316, - 7681 - ], - [ - 7682, - 7707 - ], - [ - 7707, - 8039 - ], - [ - 8039, - 8194 - ], - [ - 8194, - 8317 - ], - [ - 8318, - 8337 - ], - [ - 8337, - 8459 - ], - [ - 8459, - 8642 - ], - [ - 8642, - 9085 - ], - [ - 9085, - 9419 - ], - [ - 9419, - 9569 - ], - [ - 9569, - 9750 - ], - [ - 9750, - 9987 - ], - [ - 9987, - 10209 - ], - [ - 10209, - 10371 - ], - [ - 10372, - 10428 - ], - [ - 10429, - 10565 - ], - [ - 10566, - 10603 - ], - [ - 10604, - 10607 - ], - [ - 10608, - 10613 - ], - [ - 10614, - 10620 - ], - [ - 10621, - 10627 - ], - [ - 10628, - 10631 - ], - [ - 10632, - 10637 - ], - [ - 10638, - 10644 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 12, - 53 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10, - 11 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47, - 48, - 49 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 17 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 29 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 20, - 23 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 33, - 34, - 37 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20, - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 22 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.hicoamerica.com/documentation/Mutual%20NDA_Confidentiality.pdf" - }, - { - "id": 160, - "file_name": "Mutual%20Non%20Disclosure%20Agreement_0.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made by and between , a corporation organized under the laws of , hereinafter called \"Vendor\", and CVS Pharmacy, Inc., a Rhode Island corporation, and its subsidiaries and affiliates including Caremark Rx, L.L.C., hereinafter individually and collectively called the \"CVS\", effective as of the date set forth below. The parties agree as follows:\n1.0 Project Defined\nEach party has requested or may be receiving from the other party information of a non-public nature for use by each party and its officers, directors, agents, employees, and representatives, including financial and legal advisers and, if either party is a partnership, its partners (collectively, \"Representatives\") in connection with consideration by the parties of a possible agreement, partnership, joint venture, consortium relationship, or other business relationship between the parties (the \u201cProject\u201d).\n2.0 Confidential Information Defined\nThe parties acknowledge that, in the course of their consideration of and any concurrent or subsequent discussions between CVS and Vendor or their representatives relating to the Project, each party may receive certain non-public and confidential information from or about the other party or its affiliates, including but not limited to technical, financial, and business information and models, names of potential customers or partners, proposed business deals, reports, plans, market projections, software programs, data, or any other confidential and proprietary information relating to the Project. All such technical, financial, or other business information thus supplied by either party to the other or the other's representatives is hereinafter called the \"Information\". The term \"Information\" as used herein also includes (i) the fact that the Information has been made available to or is being inspected or evaluated by the receiving party, (ii) the fact that such discussions or negotiations are taking place concerning the Project or other related transactions between CVS and Vendor, and (iii) any of the terms, conditions, or other facts with respect to the Project or other related transactions, including the status thereof. Any Information supplied by either party to the other prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Information made available after the execution of this Agreement.\n3.0 Exclusions from Definition\nExcept as provided in (i)-(iii) of 2.0 Confidential Information Defined, the term \"Information\" as used herein does not include any data or information which is already known to the receiving party at the time it is disclosed to the receiving party, or which before being divulged by the receiving party (a) has become generally known to the public through no wrongful act of the receiving party; (b) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party hereto; (c) has been approved for release by a written authorization by the other party hereto; (d) has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protections against public disclosure, or is required to be disclosed by operation of law; (e) is independently developed by the receiving party without use, directly or indirectly, of the Information received from the other party hereto; or (f) is furnished to a third party by the disclosing party hereunder without restrictions on the third party's right to disclose the information.\n4.0 Nondisclosure Obligation\nEach party receiving any Information shall keep such Information confidential and shall not disclose such Information, in whole or in part, to any person other than its representatives who need to know such Information in connection with the receiving party's evaluation thereof and determination of business strategies, or other actions in connection with the Project (it being agreed and understood that such representatives shall be informed by the receiving party of the confidential nature of the Information and shall be required by the receiving party to agree to treat the Information confidentially), except with the prior written consent of the other party hereto or as otherwise permitted hereunder.\nVendor is strictly prohibited from placing any CVS Information on portable computing/storage devices, which are not owned and secured by Vendor. Vendor will take all reasonable, necessary, and appropriate measures, including encryption, to ensure that CVS Information stored on Vendor owned and secured devices cannot be accessed by unauthorized/inappropriate individuals. Vendor further agrees to monitor networks, systems, and physical plant for violations of this Agreement and to take the appropriate technical and procedural actions to ensure that any CVS Information is completely removed from any device, technologies, and/or locations in the event of any violation of security policy or procedure or any perceived infraction thereof. Vendor shall give CVS notice immediately if CVS Information has been accessed by unauthorized individuals or if there is any evidence of any such infraction.\n5.0 Development of Similar Technology\nNotwithstanding anything to the contrary herein, both parties acknowledge that each has and will have under development, both internally and through third-party vendors, various projects relating to the subject matter of the discussions and disclosures contemplated under this Agreement, including software development relating thereto. Nothing in this Agreement shall limit or restrict in any way either party's ability to pursue and develop such software, technology, products or services independently of the Information provided by the other party hereunder, without payment to the other party of any royalties, license fees or other amounts of any nature.\n6.0 Standard of Protection\nFor the purpose of complying with the obligations set forth herein, the party receiving any Information shall use efforts commensurate with those that such party employs for the protection of corresponding sensitive information of its own, and such receiving party shall not be liable for any inadvertent disclosure of Information provided that (i) it has used substantially the same degree of care to avoid disclosing such Information as it uses for its own information of like importance, and (ii) upon discovery of any inadvertent disclosure it shall use reasonable efforts to prevent further disclosure of such Information.\n7.0 Compliance with Legal Process\nIn the event that the party receiving any Information is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigative Demand or similar process, or, in the opinion of counsel for such party, by federal or state securities or other statutes, regulations, or laws) to disclose any Information, such party shall promptly notify the other party of such requests or requirement prior to disclosure so that the other party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. If, however, in the opinion of counsel for the receiving party such party is nonetheless, in the absence of such order or waiver, compelled to disclose such Information or else stand liable for contempt or suffer possible censure or other penalty or liability, then the receiving party may disclose such Information without liability to the other party hereunder.\n8.0 Ownership; Return of Information\nNo license to a party, under any trademark, patent, copyright, mask work protection right, or any other intellectual property right, is either granted or implied by the conveying of Information to such party. All Information (including tangible copies and computerized or electronic versions thereof), shall remain the property of the furnishing party. Within ten (10) days following the receipt of a written request referencing this Agreement and this paragraph from either party furnishing Information hereunder, the receiving party will deliver to the furnishing party all tangible materials containing or embodying the Information received from the furnishing party, except for materials containing Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives, together with a certificate executed by the receiving party certifying that all such materials in the receiving party's\npossession have been delivered to the furnishing party or destroyed. That portion of the Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives shall be held by the receiving party and kept confidential as provided above, or shall be destroyed.\n9.0 Remedies for Breach\nEach party understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that the other party shall be entitled to seek injunctive or other equitable relief to remedy or forestall any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.\n10.0 No Representations or Further Obligations\nNeither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise or intention to make any purchase of products or services by either party or any commitment by either party with respect to the present or future marketing of any product or service. None of the Information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and in particular, with respect to the accuracy or completeness of any Information or the non-infringement of trademarks, patents, copyrights, mask protection rights or any other intellectual property rights, or other rights of third persons or of either party. It is understood that this Agreement does not obligate either party to enter into any further agreements or to proceed with any possible relationship or other transaction.\n11.0 Term; Termination\nEither party may terminate the exchange of Information under this Agreement at any time by written notice to the other specifically referencing this Agreement. In any event, however, the obligations of each party to maintain the confidentiality of the Information it has received under this Agreement shall continue for the later to occur of (i) a period of three (3) years after such termination, or (ii) if this Agreement is incorporated by reference into another agreement between the parties, the term, including extensions, of that agreement, plus three (3) years.\n12.0 No Waiver\nNo failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n13.0 Amendment\nThis Agreement may not be modified, supplemented, or amended orally, but only by a writing signed by both parties hereto.\n14.0 Governing Law\nThis Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its choice of law provisions.\nIN WITNESS WHEREOF, the parties have executed and delivered this Non-Disclosure Agreement effective as of the date of execution by the last party to execute this Agreement, as set forth below.\nCVS Pharmacy, Inc. Vendor Corp Name\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 366 - ], - [ - 366, - 395 - ], - [ - 396, - 415 - ], - [ - 416, - 926 - ], - [ - 927, - 963 - ], - [ - 964, - 1567 - ], - [ - 1567, - 1743 - ], - [ - 1743, - 1795 - ], - [ - 1795, - 1915 - ], - [ - 1915, - 2065 - ], - [ - 2065, - 2205 - ], - [ - 2205, - 2448 - ], - [ - 2449, - 2479 - ], - [ - 2480, - 2502 - ], - [ - 2502, - 2784 - ], - [ - 2784, - 2877 - ], - [ - 2877, - 3143 - ], - [ - 3143, - 3231 - ], - [ - 3231, - 3444 - ], - [ - 3444, - 3595 - ], - [ - 3595, - 3739 - ], - [ - 3740, - 3768 - ], - [ - 3769, - 4479 - ], - [ - 4480, - 4625 - ], - [ - 4625, - 4853 - ], - [ - 4853, - 5222 - ], - [ - 5222, - 5379 - ], - [ - 5380, - 5417 - ], - [ - 5418, - 5755 - ], - [ - 5755, - 6078 - ], - [ - 6079, - 6105 - ], - [ - 6106, - 6451 - ], - [ - 6451, - 6601 - ], - [ - 6601, - 6733 - ], - [ - 6734, - 6767 - ], - [ - 6768, - 7359 - ], - [ - 7359, - 7722 - ], - [ - 7723, - 7759 - ], - [ - 7760, - 7969 - ], - [ - 7969, - 8113 - ], - [ - 8113, - 8747 - ], - [ - 8748, - 8817 - ], - [ - 8817, - 9101 - ], - [ - 9102, - 9125 - ], - [ - 9126, - 9394 - ], - [ - 9394, - 9575 - ], - [ - 9576, - 9622 - ], - [ - 9623, - 9912 - ], - [ - 9912, - 10373 - ], - [ - 10373, - 10544 - ], - [ - 10545, - 10567 - ], - [ - 10568, - 10728 - ], - [ - 10728, - 10910 - ], - [ - 10910, - 10969 - ], - [ - 10969, - 11137 - ], - [ - 11138, - 11152 - ], - [ - 11153, - 11440 - ], - [ - 11441, - 11455 - ], - [ - 11456, - 11577 - ], - [ - 11578, - 11596 - ], - [ - 11597, - 11761 - ], - [ - 11762, - 11954 - ], - [ - 11955, - 11990 - ], - [ - 11991, - 11998 - ], - [ - 11999, - 12010 - ], - [ - 12011, - 12024 - ], - [ - 12025, - 12036 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 39, - 40 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 11 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6, - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 53, - 54, - 55 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 20, - 30 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 41, - 42, - 43 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 4, - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 4, - 23 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.cvssuppliers.com/sites/default/files/Mutual%20Non%20Disclosure%20Agreement_0.pdf" - }, - { - "id": 161, - "file_name": "Mutual%20Non-Disclosure%20Agreement.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nBY CLICKING \"I ACCEPT\" AT THE END OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT AND ITS TERMS AND CONDITIONS, YOU HAVE THE ACTUAL AUTHORITY TO BIND YOUR COMPANY AND THAT YOU AND YOUR COMPANY AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.\nTHIS Non-Disclosure Agreement (the \u201cAgreement\u201d) is entered into on the date as of the registration (\u201cEffective Date\u201d) by and between\nSamsung Electronics Co., Ltd., a company existing under the laws of the Republic of Korea, with its place of business at 416 Maetan-3-Dong, Yeongtong-Gu, Suwon City, Gyeonggi-Do, Korea (\u201cSamsung\u201d), on the one part; and\n[ COMPANY ], a company existing under the laws of the state/province of the above registration for the company during registration with its registered office above in the registration form (\u201cCompany\u201d), on the other part.\nWHEREAS, the parties desire to evaluate the feasibility of the parties\u2019 cooperation regarding KNOX Partnership (the \u201cPurpose\u201d).\nWHEREAS, each party is willing to disclose to the other certain aspects of its Confidential Information (as defined hereinafter) relevant to and solely for the Purpose, subject to and in accordance with the terms and conditions of this Agreement.\nNOW THEREFORE, in consideration of these premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:\n1. Confidential Information. \u201cConfidential Information\u201d includes all business, financial, contractual, marketing and/or technical information, in whatever form embodied, which has been or may be disclosed, or to which access is provided, by a party (\u201cDiscloser\u201d) to the other party to this Agreement (\u201cRecipient\u201d), which (a) if in writing, is marked \u201cconfidential\u201d, \u201cproprietary\u201d or other similar marking at the time of disclosure, or (b) if provided orally or visually, is identified as confidential at the time of disclosure and confirmed in writing to Recipient within 15 days of such disclosure.\nRecipient may disclose Discloser\u2019s Confidential Information to Recipient\u2019s affiliates on the condition that Recipient shall restrict access to Discloser\u2019s Confidential Information to those of Recipient\u2019s affiliates\u2019 officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement and Recipient shall be liable for any failure of its affiliates to abide by the provisions of this Agreement as if such failure was the act or omission of such party.\nFor the purposes of this Agreement, \u201caffiliate\u201d means an entity that, as of Effective Date, directly or indirectly, controls or is under common control with a party to this Agreement, but only for so long as such control exists, and where \u201ccontrol\u201d shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.\n2. Nondisclosure and Nonuse Obligations. Each of the parties, as Recipient, hereby promises and agrees to receive and hold Confidential Information in confidence, and to protect and safeguard Confidential Information against unauthorized use or disclosure using at least the same degree of care as Recipient accords to its own confidential information of like importance, but in no case less than reasonable care. Without limiting the generality of the foregoing, each party, as Recipient, further promises and agrees:\n(a) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, disseminate or transfer any Confidential Information to any third party;\n(b) not to use any Confidential Information in any manner whatsoever, except in furtherance of the Purpose in accordance with this Agreement; and\n(c) to restrict access to Confidential Information to those of its officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement; and\n(d) not to reproduce or copy Confidential Information except to the extent necessary to further the Purpose.\nFurthermore, the existence of any business negotiations, discussions or agreements in progress between the parties shall be kept confidential and shall not be disclosed without written approval of all the parties. For the purposes of this Agreement, Company shall not disclose Confidential Information to any other division, department, group, or unit other than Samsung KNOX Business and Technology Division.\n3. Exclusions from Obligations. Confidential Information does not include, and the obligations under Section 2 shall not apply to, information that such Recipient can evidence: (a) is, or later becomes, publicly available through no act or default of Recipient; (b) is rightfully in its possession prior to disclosure to Recipient by Discloser; (c) is received in good faith by Recipient from a third party, free of any obligation of confidentiality; (d) was communicated by such Discloser to an unaffiliated third party on an unrestricted basis; or (e) is independently developed without use of Discloser\u2019s Confidential Information.\nA disclosure by Recipient of Confidential Information of another party in response to a valid order by a court or governmental body or as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, such Recipient shall provide prompt prior written notice thereof to Discloser and permit such Discloser to seek measures to maintain the confidentiality of its Confidential Information.\n4. Ownership and Return of Confidential Information. Confidential Information disclosed by Discloser shall remain the property of such Discloser, and no license or other rights to such Discloser\u2019s Confidential Information is granted or implied hereby. Recipient shall reproduce the symbols, legends or other proprietary notices affixed to Confidential Information, and shall not, nor permit any third party to, remove, add or modify the same.\nRecipient shall, upon termination of this Agreement, or upon written request of Discloser, whichever is earlier, immediately, but not later than 10 days after any notice thereof by Discloser, return (or destroy at Discloser\u2019s option) all copies of such Discloser\u2019s Confidential Information and certify in writing its compliance with this requirement, except that Recipient may retain a copy of such Confidential Information solely for archival purpose.\n5. No Reverse Engineering. No party, as Recipient, will decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, techniques or algorithms in Confidential Information by any means whatever, except as may be specifically authorized in advance by Discloser in writing.\n6. No Warranty. Confidential Information is provided \u201cAS IS\u201d and \u201cAS AVAILABLE\u201d without any warranty, express, implied or otherwise, regarding such Confidential Information. Nothing herein shall be construed as a commitment by any party to disclose any Confidential Information, to commence or continue negotiations or to enter into any contract or business relationship. Neither this Agreement, nor the disclosure or receipt of Confidential Information, shall constitute or imply any promise or intention by any of the parties or their affiliates to develop, make, purchase or sell any present or future products or services. Any commitment to do or promise any of the foregoing must be in a separate writing signed by an authorized representative of each party. If any such agreement contains warranty provisions, those provisions shall prevail over the corresponding provisions in this Agreement. Each party shall bear its own fees, costs and expenses incurred in carrying out, or otherwise in relation to, this Agreement.\n7. Independent Development. This Agreement shall not preclude or limit the independent development by or on behalf of any party of any products or systems involving technology or information of a similar nature to that disclosed hereunder or which compete with products or systems contemplated by such information, provided that it is done without use of or reliance upon the other party\u2019s Confidential Information.\n8. Term and Termination. This Agreement shall be effective from the Effective Date until 24 months thereafter. Either party may terminate this Agreement for any or no reason upon 10 days written notice to the other party. However, any termination of this Agreement shall not relieve Recipient of its confidentiality and use obligations with respect to Confidential Information disclosed prior to the date of such termination. Except for the right to use Confidential Information for the Purpose, which right terminates when this Agreement terminates, Recipient\u2019s duty to protect Discloser\u2019s Confidential Information expires 5 years from the date on which that Confidential Information was disclosed to Recipient. Sections 4, 5, 7, 8, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination of this Agreement.\n9. Contacts. All notices, documentation and communications shall be in English and sent by personal delivery, pre-paid registered mail, overnight courier or facsimile transmission, to the relevant address set out below and shall be deemed to have been given on the date of receipt.\n As record of this registration in the registration system.\n10. Export. Each party shall comply with all applicable US and other export laws, regulations and rules and, in particular, will not export or re-export Confidential Information without obtaining all required government licenses, approvals or waivers.\n11. Remedies. Each party acknowledges that any disclosure, use or misappropriation of Confidential Information of another party in violation of this Agreement would cause such party irreparable harm for which there may be no adequate remedy at law. Accordingly, each party agrees that such other party shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.\n12. Assignment. No party shall be entitled to assign, transfer or convey this Agreement or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, and any attempt to do so without such consent shall be void.\n13. No Waiver. No claim, right or remedy of a party under this Agreement shall be deemed to be waived in whole or in part unless such waiver is in writing and signed. No relaxation, forbearance, delay or indulgence by a party in enforcing any of the provisions of this Agreement shall prejudice, affect or restrict the rights of that party under this Agreement, nor shall any waiver by a party of a violation of this Agreement operate as a waiver of any subsequent or continuing violation.\n14. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.\n15. Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea (excluding conflict of laws provisions which may direct the application of another jurisdiction\u2019s laws). All disputes, controversies or claims between the parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be finally resolved by arbitration to be held in Seoul, Korea and conducted in English under the Rules of Arbitration of the International Chamber of Commerce; provided, however, that each party may enforce its or its affiliates\u2019 intellectual property rights in any court of competent jurisdiction, including but not limited to equitable relief. The arbitral award shall be final and binding on the parties. Except to the extent entry of judgment and any subsequent enforcement may require disclosure, all matters relating to the arbitration, including the award, shall be held in confidence.\n16. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified except in writing signed by each of the parties to this Agreement. The English language text of this Agreement shall prevail over any translations thereof. If a contract is entered into by the parties in respect of the Purpose, this Agreement shall be deemed incorporated into such contract in addition to any confidentiality obligations set forth in such contract, if any, and the term of this Agreement is deemed to be extended (but not shorted) to be the same as that of the contract.\n17. Electronic Signature. The parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by electronic mail communications in pdf format, and pdf copies of executed signature pages shall be binding as originals. Each party to this Agreement agrees to use electronic signatures; and be subject to the provisions of the U.S. E-SIGN Act (i.e., the Electronic Signatures in Global and National Commerce Act (ESIGN, Pub.L. 106-229, 14 Stat. 464, enacted June 30, 2000, 15 U.S.C. ch. 96).\nPer registration above from the person legally responsible to sign on behalf of their company accepts the contract above and is bound by and warrants the acceptance of the terms of this contract.\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 324 - ], - [ - 325, - 345 - ], - [ - 345, - 457 - ], - [ - 458, - 676 - ], - [ - 677, - 897 - ], - [ - 898, - 1025 - ], - [ - 1026, - 1272 - ], - [ - 1273, - 1447 - ], - [ - 1448, - 1477 - ], - [ - 1477, - 1769 - ], - [ - 1769, - 1883 - ], - [ - 1883, - 2047 - ], - [ - 2048, - 2691 - ], - [ - 2692, - 3097 - ], - [ - 3098, - 3139 - ], - [ - 3139, - 3512 - ], - [ - 3512, - 3616 - ], - [ - 3617, - 3789 - ], - [ - 3790, - 3935 - ], - [ - 3936, - 4268 - ], - [ - 4269, - 4377 - ], - [ - 4378, - 4592 - ], - [ - 4592, - 4787 - ], - [ - 4788, - 4820 - ], - [ - 4820, - 4965 - ], - [ - 4965, - 5050 - ], - [ - 5050, - 5133 - ], - [ - 5133, - 5239 - ], - [ - 5239, - 5338 - ], - [ - 5338, - 5421 - ], - [ - 5422, - 5898 - ], - [ - 5899, - 5952 - ], - [ - 5952, - 6151 - ], - [ - 6151, - 6341 - ], - [ - 6342, - 6794 - ], - [ - 6795, - 6822 - ], - [ - 6822, - 7127 - ], - [ - 7128, - 7144 - ], - [ - 7144, - 7302 - ], - [ - 7302, - 7500 - ], - [ - 7500, - 7755 - ], - [ - 7755, - 7892 - ], - [ - 7892, - 8028 - ], - [ - 8028, - 8153 - ], - [ - 8154, - 8182 - ], - [ - 8182, - 8569 - ], - [ - 8570, - 8595 - ], - [ - 8595, - 8681 - ], - [ - 8681, - 8792 - ], - [ - 8792, - 8996 - ], - [ - 8996, - 9283 - ], - [ - 9283, - 9382 - ], - [ - 9383, - 9396 - ], - [ - 9396, - 9664 - ], - [ - 9665, - 9666 - ], - [ - 9666, - 9724 - ], - [ - 9725, - 9737 - ], - [ - 9737, - 9976 - ], - [ - 9977, - 9991 - ], - [ - 9991, - 10226 - ], - [ - 10226, - 10466 - ], - [ - 10467, - 10483 - ], - [ - 10483, - 10771 - ], - [ - 10772, - 10787 - ], - [ - 10787, - 10939 - ], - [ - 10939, - 11261 - ], - [ - 11262, - 11280 - ], - [ - 11280, - 11364 - ], - [ - 11364, - 11496 - ], - [ - 11496, - 11631 - ], - [ - 11632, - 11658 - ], - [ - 11658, - 11866 - ], - [ - 11866, - 12379 - ], - [ - 12379, - 12441 - ], - [ - 12441, - 12625 - ], - [ - 12626, - 12648 - ], - [ - 12648, - 12855 - ], - [ - 12855, - 12944 - ], - [ - 12944, - 13275 - ], - [ - 13276, - 13302 - ], - [ - 13302, - 13460 - ], - [ - 13460, - 13615 - ], - [ - 13615, - 13885 - ], - [ - 13886, - 14081 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 50, - 51, - 52 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 27, - 30 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 13, - 17, - 18 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 17, - 21 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13, - 17, - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://samsungknox.com/knoxportal/files/partner-portal/Mutual%20Non-Disclosure%20Agreement.pdf" - }, - { - "id": 162, - "file_name": "Mutual%20confidentiality%20and%20NDA%20-%20Final%20(2)%20(6)%2003%20July%202015.pdf", - "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nEntered into between\nTransnet SOC Ltd, acting through Transnet Engineering, a Company duly registered and incorporated in terms of the Laws of the Republic of South Africa with Registration number 1990/000900/30.\n(\u201cDIVULGING OR DISCLOSING PARTY\u201d)\nand\n(RECEIVING PARTY/RECIPIENT\u201d and also referred to as the Receiving Parties)\nTABLE OF CONTENTS\n1. PARTIES ............................................................................................................... 25\n2. INTRODUCTION .................................................................................................. 25\n3. INTERPRETATION ............................................................................................. 25\n4. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION 29\n5. PERMITTED DISCLOSURE .............................................................................. 31\n6. FORCED DISCLOSURE .................................................................................... 32\n7. EXCLUSIONS ...................................................................................................... 32\n8. TITLE ..................................................................................................................... 34\n9. NO REPRESENTATION OR WARRANTY ..................................................... 35\n10. STANDARD OF CARE ....................................................................................... 35\n11. INDEMNITY .......................................................................................................... 36\n12. LIMITATION OF LIABILITY ............................................................................... 36\n13. RETURN OF INFORMATION ............................................................................ 38\n14. REPRESENTATIVES .......................................................................................... 39\n15. PUBLICITY ........................................................................................................... 39\n16. GENERAL WARRANTIES ................................................................................. 40\n17. GOVERNING LAW .............................................................................................. 41\n18. BREACH ............................................................................................................... 42\n19. DURATION ........................................................................................................... 43\n20. DISPUTE RESOLUTION .................................................................................... 43\n21. NOTICES AND DOMICILIA ............................................................................... 44\n22. BENEFIT OF THE AGREEMENT ..................................................................... 46\n23. WHOLE AGREEMENT ....................................................................................... 46\n24. VARIATION .......................................................................................................... 47\n25. CONTINUING EFFECTIVENESS OF CERTAIN PROVISIONS .................. 47\n26. NO ASSIGNMENT ............................................................................................... 47\n27. RELAXATION ...................................................................................................... 47\n28. COSTS ................................................................................................................... 48\n1. PARTIES\n1.1 The parties to this Agreement are:-\nTRANSNET ENGINEERING\nAnd\nHerewith referred to as the RECEIVING Parties\n1.2 The parties agree as set out below.\n2. INTRODUCTION\n2.1. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 on the one hand and the Receiving Parties on the other hand, wish to disclose confidential information pertaining to Tender number XXXXX to supply XXXXX to Transnet Engineering\n2.2. The discussions concerning the Project (\u201cDiscussions\u201d) will require the disclosure of information of a proprietary, secret and confidential nature.\n2.3. The parties wish to record the terms and conditions upon which such information will be disclosed.\n3. INTERPRETATION\n3.1 In this Agreement, unless inconsistent with or otherwise indicated by the context:\n3.1.1 \"Affiliate\" means, in respect of a Party, any person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with such specified Party. For the purposes of this definition \"control\" when used with respect to any specified Party means the power to direct the management and policies of such specified Party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms \"controlling\" and \"controlled\" have meanings correlative to the foregoing;\n3.1.2 \"AFSA\" means the Arbitration Foundation of Southern Africa;\n3.1.3 \"the / this Agreement\" means the mutual confidentiality and non-disclosure Agreement as set out herein, including the introductions hereto and all annexures, if any.\n3.1.4 \"Confidential Information\" means, without limiting the generality of the term: -\n3.1.4.1 technical, scientific, commercial, financial and market information, trade partners, potential clients, trade leads and trade secrets, and all other information in whatever form, whether in writing or not, whether or not subject to or protected by common law or statutory laws relating to copyright, patent, trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement or the Discussions;\n3.1.4.2 data concerning business relationships, services, customers and personnel;\n3.1.4.3 information relating to the strategic objectives and planning of such party\u2019s future commercial needs;\n3.1.4.4 information or material proprietary to or deemed to be proprietary to a Party; information designated as confidential by a Party; all intellectual property of a Party and associated material and documentation including information contained therein; the research and development, techniques and contractual arrangements of a Party; the details of a Party\u2019s relationship with third parties, the names of a Party\u2019s current or prospective business associates and customers and their requirements; the client base and business contacts of a Party; details of a Party\u2019s financial structure and business activities; the marketing, pricing and other policies of a Party;\n3.1.4.5 all and any information or data in whatever form (including in oral, written, electronic and visual form) relating to the Disclosing Party or any of its Affiliates and which is obtained by the Recipient or its Representatives pursuant to any presentations, discussions, negotiations or other interactions (even if not marked as being confidential, restricted, secret, proprietary or the like);\n3.1.4.6. the existence of this Agreement and its contents; and\n3.1.4.7. the fact that discussions and/or negotiations are taking place (and, in the event of their termination, have taken place) and the content of those discussions and/or negotiations.\n3.1.5 \"the Disclosing Party\" means a Party disclosing Confidential Information;\n3.1.6 \u201cEffective Date\u201d means the Signature Date ;\n3.1.7 \"the Party(ies)\" means the party(ies) to this Agreement;\n3.1.8 \"Permitted Person\" means \u2013 the Representatives of the Recipient; and any other person to whom the Recipient discloses Confidential Information with the prior written consent of the Disclosing Party;\n MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\n3.1.9 \"Permitted Purpose\" means the conclusion of the Project and the consideration and evaluation of any document provided by Disclosing Party;\n3.1.10 \u201cProject\u201d means ; Tender No TE-KDS-6FX-0022\n3.1.11 \"the Receiving Party or the Recipient\" means a Party receiving Confidential Information.\n3.1.12 \"Representatives\" means, in respect of a Party, such Party\u2019s Affiliates and its and their respective directors, officers, partners, members, employees, agents, accountants, lawyers or consultants; and\n3.1.13 \"Signature Date\" means the date of signature of this Agreement by the Party last signing.\n3.2 Unless the context indicates otherwise, the singular shall include the plural and vice versa, the masculine gender shall include the other two genders, and vice versa, natural persons shall include juristic persons and vice versa.\n3.3 Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.\n3.4 Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause.\n3.5 The use of the word \u201cincluding\u201d followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example or examples.\n3.6 Any reference to an enactment in this Agreement is to that enactment as at the Signature Date and as amended or re-enacted from time to time.\n3.7 The rule of construction that the contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply.\n3.8 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.\n3.9 This Agreement shall be binding on and enforceable by the estates, heirs, executors, administrators, trustees, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any Party shall be deemed to include such Party\u2019s estate, heirs, executors, administrators, trustees, permitted assigns or liquidators, as the case may be.\n4. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION\n4.1 The Parties acknowledge that -\n4.1.1 the Confidential Information is a valuable, special and unique asset of the Disclosing Party and/or its Affiliates; and\n4.1.2 the Disclosing Party and/or its Affiliates may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.\n4.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient \u2013\n4.2.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and\n4.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.\n4.3 The Recipient irrevocably and unconditionally agrees and undertakes\n4.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;\n4.3.2 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party and/or its Associates or otherwise use it to the detriment of the Disclosing Party and/or its Associates;\n4.3.3 not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement;\n4.3.4 not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information;\n4.3.5 not to copy or reproduce the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies shall be and remain the property of the Disclosing Party; and\n4.3.6 to keep all Confidential Information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.\n4.4 Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, actions, expense, claim, harm or damage, or whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement.\n5. PERMITTED DISCLOSURE\n5.1 The Recipient shall be entitled to disclose the Confidential Information only to Permitted Persons, and then only to the extent that such disclosure is necessary for the Permitted Purpose and on a \"need to know\" basis.\n5.2 The Recipient shall, both before and after the disclosure of any Confidential Information to a Permitted Person, inform such Permitted Person of, and take all practical steps to impress upon him/her or it, the secret and confidential nature of the Confidential Information and the Recipient's obligations under this Agreement.\n5.3 The Recipient shall be responsible for procuring that the Permitted Person abides by the provisions of this Agreement and agrees to be bound by the confidentiality undertakings given to the Disclosing Party by the Recipient in this Agreement. The Recipient shall be responsible for any breach of the terms of this Agreement by any Permitted.\n5.4 A breach of the terms of this Agreement by a permitted person may lead to the permitted person being held liable for damages as a consequence of the breach in solidium. In the alternative the permitted person may be held jointly and severally liable with the Recipient for damages as a consequence of a breach of the terms of this Agreement.\n5.5 The Recipient shall (if requested to do so by the Disclosing Party) procure that the Permitted Person give a written undertaking in favour of the Disclosing Party in regard to the Confidential Information on substantially the same terms and conditions contained in this Agreement.\n6. FORCED DISCLOSURE\n6.1 In the event that the Recipient is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order or rules governing a securities exchange on which the Recipient is listed or about to be listed, it will \u2013\n6.1.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;\n6.1.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;\n6.1.3 afford the Disclosing Party a reasonably opportunity, if possible, to intervene in any relevant proceedings;\n6.1.4 Comply with the Disclosing Party's reasonable requests as to the manner and terms of any such disclosure; and\n6.1.5 notify the Disclosing Party of the Recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made\n7. EXCLUSIONS\n7.1 The determination of whether information is Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute related to copyright, patent, trademarks or otherwise.\n7.2 If the Recipient is uncertain as to whether any information is Confidential Information, the Recipient shall treat such information as confidential until the contrary is agreed by the Disclosing Party in writing.\n7.3 The undertakings given by the Recipient in this Agreement shall not apply to any information which \u2013\n7.3.1 is or becomes generally available to the public other than by the negligence or default of the Recipient and/or any Permitted Person, or by the breach of this Agreement by any of them;\n7.3.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;\n7.3.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Signature Date;\n7.3.4 has been rightfully acquired from a third party having an unrestricted legal right to disclose the same;\n7.3.5 which has been disclosed in accordance with the provisions of clause 6; and\n7.3.6 which is already known by the Receiving Party before disclosure. provided that \u2013\na) the onus shall at all times rest on the Recipient to establish that such information falls within the exclusions;\nb) information will not be deemed to be within the exclusions merely because such information is embraced by more general information in the public domain or in the Recipient's possession; and\nc) any combination of features will not be deemed to be within the exclusions merely because individual features are in the public domain or in the Recipient's possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient's possession.\n7.4 Specific information received by the Receiving Party shall not be deemed to be within any of the above exclusions merely because it is embraced by more general information within one of the said exclusions.\n7.5 Unless the Parties otherwise agree in writing, any documentation or records relating to the Disclosing Party\u2019s Confidential Information which comes into the possession of the Receiving Party during the existence of this Agreement:\n7.5.1 shall be deemed to form part of the Confidential Information of the Disclosing Party;\n7.5.2 shall be deemed to be the property of the Disclosing Party;\n7.5.3 shall not be copied, reproduced, published or circulated by the Receiving Party;\n7.5.4 shall be surrendered to the disclosing parties on request, and in any event on the termination of this Agreement, and the receiving parties shall not retain any extracts therefrom.\n8. TITLE\nAll Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party:\n8.1 to be proprietary to the Disclosing Party; and\n8.2 not to confer any rights of whatever nature in such Confidential Information to the Receiving Party.\n9. NO REPRESENTATION OR WARRANTY\n9.1 Unless otherwise specifically agreed to by way of a written document signed by the Disclosing Party, the Disclosing Party \u2013\n9.1.1 does not give or make any warranty, representation or undertaking, express or implied, as to the accuracy or completeness of any of the Confidential Information or other information received by the Recipient or the Permitted Persons or as to the reasonableness of any assumptions on which any of the same is based;\n9.1.2 shall not be responsible or in any way liable for the use of the Confidential Information by the Recipient or the Permitted Persons; and;\n9.1.3 is under no obligation to update or correct any inaccuracies which may become apparent in any of the Confidential Information.\n9.2 Notwithstanding the provisions of clause 9.1, the Disclosing Party hereby represents and warrants to the Recipient that it is legally allowed to disclose Confidential Information to the Recipient and that any such Confidential Information shall be provided in good faith.\n10. STANDARD OF CARE\nThe Recipient agrees that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement using the same standard of care that it applies to safeguard its own proprietary, secret or confidential information, which shall at least be a reasonable standard of care, and that the Confidential Information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof. The Recipient shall immediately inform the Discloser if it becomes aware of any unauthorised disclosure of the Confidential Information, and shall take all reasonable steps to minimise the damage caused by such unauthorised disclosure and/or further disclosure of the Confidential Information.\n11. INDEMNITY\nThe Recipient hereby accepts full liability for the maintenance of the confidentiality of the Confidential Information pertaining to the Disclosing Party and hereby (in addition to, and without affecting, any other rights or remedies the Disclosing Party may have) unconditionally and irrevocably indemnifies and holds the Disclosing Party and its Affiliates harmless against any and all actions, claims, demands, liabilities, damages, costs, losses or expenses (but specifically excluding any claims for indirect or consequential loss) directly resulting from any breach by the Recipient, or any person to whom the Recipient has disclosed or given access to any part of the Confidential Information, of any of the provisions under this Agreement.\n12. LIMITATION OF LIABILITY\n12.1 Notwithstanding any other provision of this Agreement, neither Party shall be liable to the other Party for a claim in respect of any Consequential Loss.\n12.2 Neither Party shall be liable for consequential damages sustained by the other or a Permitted Person as a direct or indirect result of any material breach of any warranty, representation or undertaking given by that Party in terms of this Agreement, unless:\n12.2.1 legal or arbitration proceedings against the defaulting party in respect of each such claim is instituted by no later than the date of expiry of [24] months after the Effective Date;\n12.2.2 the other party's liability in respect of such claim (together with any connected claims) exceeds R 1 million; and\n12.2.3 and until the amount of the defaulting party's liability in respect of such claim (together with any connected claims), when aggregated with that party's liability for all substantiated claims that are not excluded under clause 12.2.2, exceeds R 1 million, in which case the defaulting party shall be liable for the whole amount claimed (and not just the amount by which the threshold in this clause 12.2.2 is exceeded).\n12.3 For the purposes of this clause 12, a claim is connected with another claim if the claims arise from the same event or set of circumstances, or relate to the same subject matter.\n12.4 Any claim by a Party under this Agreement shall be reduced by the aggregate of:\n12.4.1 an amount equal to any tax benefit received by that Party as a result thereof, based on the tax rate applicable at the time;\n12.4.2 an amount recovered or recoverable by that Party from any third party in respect thereof;\n12.4.3 any amount recovered or recoverable by that Party under any insurance policy;\n12.4.4 any amount by which the subject matter of the claim has been or is made good or otherwise compensated for without cost to the Recipient or permitted person; and\n12.4.5 Any amounts available for set-off or otherwise liable to be deducted pursuant to clause 12.4 shall first be taken into account for the purpose of determining the loss sustained in connection with the limits referred to in clause 12.2.2\n12.5 Nothing in this clause 12 shall in any way diminish or abrogate the a Party\u2019s obligation or other duty under any Applicable Laws to mitigate its losses or damages including, without limitation, enforcing against any person (other than disclosing party) any rights any member of the defaulting party\u2019s Group has or may have in respect of the fact, matter or circumstance giving rise to the claim.\n12.6 Despite anything to the contrary elsewhere in this Agreement, a Claim by a Party shall not entitle that Party to recover any amount from the defaulting party in respect of more than one of such breach of representations, undertakings, warranties or indemnities, where such additional breach of representations and claim arises from or is attributable to the same cause of action.\n12.7 The provisions of this clause 12 shall survive the termination of this Agreement.\n13. RETURN OF INFORMATION\n13.1 The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to Confidential Information and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material.\n13.2 As an alternative to the return of the material contemplated in 7.1 above, the Receiving Party shall, at the instance of the disclosing parties, destroy, delete or procure the deletion of all Confidential Information from any computer, word processor or other device in the possession or control of the Recipient or any permitted person and furnish to the Disclosing Party with a written statement to the effect that such material has been destroyed or deleted.\n13.3 The Receiving Party shall comply with a request, in terms of this clause 13, within 10 (ten) days of receipt of such a request.\n13.4 The Recipient shall not be required to return, destroy or delete Confidential Information to the extent that it is required to retain such Confidential Information by law or to satisfy the rules and regulations of a regulatory body to which the Recipient or any permitted person is subject. For the avoidance of doubt, the obligations of confidentiality contained in this Agreement will continue to apply to such retained Confidential Information.\n14. REPRESENTATIVES\nThe Recipient shall maintain and, upon request by the Disclosing Party, promptly provide a list containing the full name, title, location and function of each of its Representatives having access to or copies of the Confidential Information provided to it by the Disclosing Party.\n15. PUBLICITY\n15.1 Subject to in terms of clause 4, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules and/or listings requirements of any securities exchange on which the securities of a Party or its Affiliates may be listed, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement.\n15.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Parties, save for any announcement or other statement required to be made in terms of the provisions of any law (or by the rules and/or listings requirements of any securities exchange on which the on which the securities of a Party or its Affiliates may be listed, where applicable), in which event the Party obliged to make such statement will first consult with the other Parties to enable them in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to another Party which has made an announcement of some nature in breach of this clause 15.2.\n15.3 This clause 15 shall not apply to any disclosure made by a Party to a Permitted Person, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.\n16. GENERAL WARRANTIES\n16.1 Each of the Parties hereby warrants to and in favour of the other that \u2013\n16.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;\n16.1.2 this Agreement constitutes an agreement which is valid and binding on it, and against, it in accordance with its terms;\n16.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not \u2013\n16.1.3.1 contravene any law or regulation to which that Party is subject;\n16.1.3.2 contravene any provision of that Party's constitutional documents; or\n16.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and\n16.1.3.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;\n16.1.4 it is entering into this Agreement as principal (and not as agent or in any other capacity);\n16.1.5 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;\n16.1.6 no other party is acting as a fiduciary for it; and\n16.1.7 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement.\n16.2 Each of the representations and warranties given by the Parties in terms of clause 16.1 shall \u2013\n16.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;\n16.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and\n16.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.\n17. GOVERNING LAW\n17.1 This Agreement shall be construed and interpreted in accordance with the law in the Republic of South Africa.\n17.2 The parties submit to the non-exclusive jurisdiction of the North Gauteng High Court, Pretoria or its successor and they agree that all disputes arising from the conclusion or interpretation of this Agreement may be heard by such court.\n18. BREACH\n18.1 Without prejudice to the other rights of the Disclosing Party, in the event of any unauthorised disclosure or use of the Confidential Information which is or is reasonably likely to constitute a breach of any provision of this Agreement, the Recipient shall, at the sole cost of the Recipient \u2013\n18.1.1 immediately notify the Disclosing Party in writing and take such steps as the Disclosing Party may reasonably require in order to remedy or mitigate the effects of such actual or threatened breach; and;\n18.1.2 use all reasonable commercial endeavours to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information.\n18.2 The Parties acknowledge and agree that \u2013\n18.2.1 cancellation is not an appropriate remedy for breach of this Agreement and this Agreement may not be cancelled or terminated save by written agreement between the Parties; and\n18.2.2 damages alone may not be an adequate remedy for any breach of the obligations set out in this Agreement and that the remedies of interdict, specific performance and any other equitable relief are appropriate for any threatened or actual breach of this Agreement. The Disclosing Party will be entitled to apply for such remedy, in addition to any other remedy to which it may be entitled in law (other than the remedy of cancellation).\n18.3 Accordingly, in the event of any breach or threatened breach by the Receiving Party or any of its employees, professional advisors, agents and consultants of the provisions of this Agreement, the Disclosing Party shall be entitled, without prejudice to and in addition to any other rights or remedies under this Agreement or at law, to enforce the performance of the provisions of this Agreement by interdict or specific performance upon application to a court of competent jurisdiction without proof of actual damage and notwithstanding that in any particular case damages may be readily quantifiable, and the Receiving Party may not plead sufficiency of damages as a defence in any proceeding for injunctive relief.\n19. DURATION\nThe confidentiality undertaking as set out herein shall commence on the earliest of the first date on which any of the Parties released any Confidential Information to the other Party or the Effective Date and shall endure for a period of 10 (ten) years thereafter.\n20. DISPUTE RESOLUTION\n20.1 A Party that is of the view that a Dispute has arisen shall give written notice thereof to the other Parties, provided that such notice shall clearly identify the Dispute and provide full particularity thereof, and the Parties shall thereafter take immediate steps to attempt to resolve the Dispute through their senior executives or other representatives who have the necessary authority to make binding decisions with respect to such Dispute (Senior Executives).\n20.2 If the Senior Executives cannot agree on a resolution of the Dispute within 15 Business Days of receipt of the notice referred to in clause 19.1, then the Dispute may be referred within a further period of 20 Business Days (Arbitration Initiating Period) to arbitration in accordance with this clause 19 unless the Parties agree in writing prior to the expiry of the Arbitration Initiating Period to refer such Dispute for expert determination in accordance with this clause 19.\n20.3 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.\n20.4 Any party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.\n20.5 Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.\n20.6 Any arbitration in terms of this clause 19 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.\n20.7 This clause 19 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.\n20.8 The Parties agree that the written demand by a party to the dispute in terms of clause 19 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.\n21. NOTICES AND DOMICILIA\n21.1 The parties choose as their domicilia citandi et executandi their respective addressed set out in this clause for all purposes arising out of or in connection with this Agreement at which addresses all processes and notices arising out of or in connection with this Agreement, its breach or termination may validly be served upon or delivered to the parties.\n21.2 For purposes of this Agreement the parties' respective addresses shall be:-\n21.2.1 (Insert name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n21.2.2 Receiving Parties (Insert name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nor at such other address, not being a post office box or poste restante, of which the parties concerned may notify the other/s in writing.\n21.3 Any notice given in terms of this Agreement shall be in writing and shall -\n21.3.1 if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;\n21.3.2 sent by courier in a correctly addressed envelope to it at its chosen address shall be deemed to have been received on the 3rd business day after sending (unless the contrary is proved);\n21.3.3 if transmitted by facsimile be deemed to have been received by the addressee 1 (one) day after despatch.\n21.4 Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the parties from another including by way of e-mail or facsimile transmission shall be adequate written notice or communication to such parties.\n22. BENEFIT OF THE AGREEMENT\n22.1 The undertakings given by the Recipient in this Agreement shall be for the benefit of and may be enforced by the Disclosing Party, any of its Affiliates, any current or future shareholder of the Disclosing Party and any successors-in-title. The undertakings shall be deemed to have been imposed as a stipulation alteri for the benefit of any Affiliate of the Disclosing Party, any third party which becomes a shareholder in the Disclosing Party and any successor-in-title and such benefit may be accepted by such person in writing at any time. The fact that any undertaking may not be enforceable by one of them will not affect its enforceability by any other party.\n22.2 For the purposes of clause 22.1, the term \"successors-in-title\" shall include any third party which acquires \u2013\n15.1.1. the business of the Disclosing Party or any part thereof; or\n15.1.2. pursuant to any permissible cession, the right to enforce the undertakings embodied in this Agreement.\n23. WHOLE AGREEMENT\nThis Agreement constitutes the whole Agreement between the parties as to the subject-matter hereof and no Agreements, representations or warranties between the parties other than those set out herein are binding on the parties.\n24. VARIATION\nNo addition to or variation, consensual cancellation or novation of this Agreement, or of this clause, and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by both/either the parties or their duly authorised representatives.\n25. CONTINUING EFFECTIVENESS OF CERTAIN PROVISIONS\nThe expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.\n26. NO ASSIGNMENT\nNeither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party without the prior signed written consent of the other Party, save as otherwise provided herein.\n27. RELAXATION\nNo latitude, extension of time or other indulgence which may be given or allowed by any/either party to any other party in respect of the performance of any obligation hereunder or the enforcement of any right arising from this Agreement and no single or partial exercise of any right by any party shall under any circumstances be construed to be an implied consent by such party or operate as a waiver or a novation of , or otherwise affect any of that party's rights in terms of or arising from this Agreement or stop such party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.\n28. COSTS\n28.1 Each party shall pay its own costs associated with the negotiation, drafting and implementation of this Agreement.\n28.2 Should either party breach any term and/or condition of this Agreement, it shall be liable to pay costs on an attorney and own client scale as may be incurred by any aggrieved party in successfully enforcing its rights in terms of this Agreement.\nTRANSNET SOC LTD. 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IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT.\nThis Agreement was last updated on July 3, 2018. This Agreement is between the entity or individual entering into this Agreement (\u201cYou\u201d or \u201cYour\u201d) and BMC Software, Inc., a Delaware corporation (\u201cBMC\u201d), located at 2103 CityWest Blvd., Houston, Texas 77042. A copy of this Agreement is posted at http://www.bmc.com/legal/agreements.html, where it can be saved and/or printed. It is effective between You and BMC as of the date of your acceptance of this Agreement.\n1. Scope. BMC and You (the \u201cParties\u201d) desire to disclose certain confidential information in connection with (a) an existing business relationship, (b) the discussion or validation of business proposals or design concepts, or (c) a future business relationship (the \u201cPurpose\u201d).\n2. Discloser and Recipient. As to any particular Proprietary Information (defined below), the \u201cDiscloser\u201d is the Party disclosing the Proprietary Information and the \u201cRecipient\u201d is the Party receiving the Proprietary Information.\n3. Proprietary Information. \u201cProprietary Information\u201d means any confidential, proprietary, or trade secret information concerning Discloser\u2019s (a) customers\u2019 identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient\u2019s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; (iv) is or was independently developed by or for Recipient without use or reference to the Proprietary Information or (v) was disclosed by Discloser to a third party without an obligation of confidentiality. Subject to the foregoing exceptions, \u201cProprietary Information\u201d also includes, without limitation, third-party information that Discloser has the right to disclose to Recipient. Nothing disclosed under this Agreement is considered Proprietary Information unless (a) it is received in a tangible form and is marked \u201cconfidential\u201d or \u201cproprietary\u201d, (b) is received in intangible form and is followed up within a reasonable period of time with a writing describing it and designating it as \u201cconfidential\u201d or \u201cproprietary\u201d, or (c) it is something by either the substance of which or the circumstances surrounding its disclosure would lead a reasonable person to believe it is confidential or proprietary.\n4. Restrictions on Use and Non-Disclosure of Proprietary Information. Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient may not:\n(a) use the Proprietary Information for any purpose other than to further the business relationship of the Parties and for the sole benefit of Discloser; or\n(b) directly or indirectly disclose Proprietary Information to any person or entity other than Recipient\u2019s employees and consultants who (i) have a need to know in order to fulfill the Purpose, (ii) have been advised of the Proprietary Information\u2019s confidential status, and (iii) are subject to legally binding obligations of confidentiality as to such Proprietary Information, which are no less restrictive than those contained in this Agreement, provided, that Recipient is at all times fully responsible to Discloser for compliance with this Agreement by such employees and consultants.\n5. Standard of Care. Recipient shall use at least the same degree (but no less than a reasonable degree) of care and protection to prevent the unauthorized use or disclosure of any Proprietary Information as Recipient uses to protect its own confidential, proprietary, or trade secret information.\n6. Ownership; Suggestions. Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. In the course of the discussions facilitated in the Customer Program, You may be providing to BMC feedback and suggestions relevant to the functionality, performance, features, and operation of BMC\u2019s products and services (\u201cSuggestions\u201d) the purpose of their disclosure being to assist BMC and its affiliates to deliver BMC products that include the functionality, performance, features, and operation in BMC products that You need and desire to have. In order for BMC to be able to act on such Suggestions, BMC needs to have Your permission to do something with Your Suggestions, therefore, notwithstanding anything to the contrary herein, You hereby assign to BMC all rights, title and interest in the Suggestions and in all intellectual property therein. Although not usually necessary, if requested by BMC, You agree to execute such further instruments as BMC may reasonably request confirming BMC\u2019s ownership in Your Suggestions.\n7. Disclosures Required by Law. In the event Recipient becomes legally compelled to disclose any Proprietary Information, Recipient shall provide Discloser with prior written notice of such requirement as soon as Recipient becomes aware of such requirement, such that Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, or if Discloser waives in writing compliance with the terms of this Agreement, Recipient agrees to (a) furnish only that portion of the Proprietary Information which Recipient is advised by written opinion of counsel is legally required to be furnished and (b) exercise reasonable efforts to obtain confidential treatment of the portion of Proprietary Information that is furnished.\n8. Confidentiality Period. Recipient\u2019s obligations under paragraphs 3 through 5 expire on the earlier of (a) notification from the Discloser that the Proprietary Information is no longer confidential, or (b) the Parties\u2019 entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement as to that Proprietary Information.\n9. No Liability. Discloser makes no representations or warranties, express or implied, as to the quality, accuracy, and completeness of the Proprietary Information, and neither Discloser nor its representatives have any liability whatsoever with respect to Recipient\u2019s use of or reliance upon the Proprietary Information.\n10. Disposal of Proprietary Information. Recipient agrees to destroy or return to Discloser all copies of Proprietary Information promptly upon the earlier of (a) Discloser\u2019s request at any time, or (b) the duration of the confidentiality period established in Section 8(a) of this Agreement.\n11. Data Protection. Pursuant to the terms of this Agreement, the Parties may share contact details such as name, mail address, email address, telephone numbers, etc., in connection with the Purpose (\u201cContact Details\u201d). Such Contact Details may be considered personal data under applicable data protection laws. The Parties acknowledge that one party may disclose Personal Data to the other party, and each party shall comply with its obligations as a data controller under applicable data protection laws. In particular, each party shall:\n(a) ensure that it may lawfully transfer Contact Details to the other party;\n(b) inform employees, consultants or potential employees, consultants of the transfer to the other party;\n(c) process the Contact Details only pursuant to the terms of this Agreement and in accordance with applicable data protection laws;\n(d) ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Contact Details and against accidental loss or destruction of, or damage to, the Contact Details;\n(e) provide reasonable assistance to the other party in complying with applicable data protection laws; and\n(f) delete or return to the other party upon request all Contact Details, including copies, unless legally prohibited.\n12. Remedies. The Parties acknowledge and agree that a breach of this Agreement by either Party may cause irreparable injury to the other\u2019s business as a result of any such violation, for which the remedies at law may be inadequate, and that Discloser is therefore entitled to seek, in addition to any other remedies available to Discloser, a temporary restraining order and injunctive relief against Recipient, provided the Discloser can meet the legal requirements therefor.\n13. Miscellaneous. No failure, delay, or single or partial exercise of any right under this Agreement by either Party is a waiver of such right. This Agreement may be modified or waived only by a separate writing by the Parties expressly modifying or waiving any provision of this Agreement. Neither the provision of Proprietary Information under this Agreement nor the execution of this Agreement binds or obligates either Party to any business relationship, and neither Party is bound or obligated to any such relationship with the other Party until the Parties execute a binding written agreement specifically describing such relationship. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the remaining provisions will be unaffected and remain in effect. Any additional documents presented to a BMC representative by Customer for signature as a condition for going on a Customer\u2019s site will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void.\n14. Compliance with Law. The Parties agree to comply with all applicable international and national laws that apply to (i) Proprietary Information, or (ii) any product (or part thereof), process, or service that is the direct result of the Proprietary Information, including without limitation, the U.S. Export Administration Regulations, as well as end-user and destination restrictions issued by U.S. and other governments.\n15. Attorney\u2019s Fees. If either Party engages legal counsel to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorney\u2019s fees and costs.\n16. Governing Law. 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[Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [\u2026] and\n2. [Insert official name of the potential partner or participant], having its registered of-fice or based in [insert the Legal Address of the Entity] hereinafter referred to as [....]\n[Add the identification of all the potential partners and participants that will take part in this Agreement]\nIndividually referred to as a Party or collectively as the Parties.\nWHEREAS:\nThe Parties hereto desire [to participate in early discussions regarding the entering into future collaboration as a European Funded Project in the field of (\u2026.)] or [to submit a proposal for a collaborative project in response to the call (identify the call) under (identi-fy the EU-funded Programme)] or [to evaluate entering into partnership or business col-laboration for the purpose of (identify the undertaking intended to perform)].\nThroughout the aforementioned discussions, Parties may share between themselves proprietary information or Confidential Information under the terms and covenants set forth below.\nTHE PARTIES HERETO AGREE AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or in-formation that is proprietary to or possessed by a Party and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, when-ever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software pro-grams, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, opera-tions, sales estimates, business plans and performance results relating to the Party\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognised as Confidential Information by the Parties.\n1.2 The Parties agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confi-dential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of writ-ten materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the infor-mation. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each Party has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.\n1.5 For the purposes of this Agreement, the Party which discloses Confidential Infor-mation within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Infor-mation shall be regarded as the Receiving Party.\n1.6 Notwithstanding the aforementioned, Confidential Information shall exclude infor-mation that:\n(i) is already in the public domain at the time of disclosure by the Disclosing Par-ty to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and un-der no obligation of confidence to the Disclosing Party;\n(iv) becomes publicly available by other means than a breach of the confidential-ity obligations by the Receiving Party (not through fault or failure to act by the Receiving Party);\n(v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Infor-mation pertaining to the Parties.\n2. Purpose of the Disclosure of Confidential Information\nThe Parties will enter into discussions regarding future collaboration toward a European Funded Project in the field of [\u2026.] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the other Party or Parties] for the purpose of [identify the undertaking intended to perform or achieve].\n3. Undertakings of the Parties\n3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated be-tween the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party.\n3.2 The Receiving Party will not disclose and will keep confidential the information re-ceived, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Receiving Party will be responsible for ensuring that the obliga-tions of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Receiving Party will use the Confidential Information exclusively for the permit-ted purpose stated in clause 2 and not use the information for its own purposes or bene-fit.\n3.4 The Receiving Party will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Parties shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellec-tual property right. The Receiving Party hereby acknowledges and confirms that all exist-ing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Receiving Party shall be the sole proper-ty of the Disclosing Party.\n3.7 The Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement;\n(iii) or at the time the Disclosing Party may request it to the Receiving Party.\n3.8 Notwithstanding the foregoing, the Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Receiving Party is asked to communicate the Confidential In-formation to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Dis-closing Party in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Parties agree that the Disclosing Party will suffer irreparable damage if its Con-fidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunc-tive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Disclosing Party may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness.\n3.13 Neither Party is under any obligation under this Agreement to disclose any Confi-dential Information it chooses not to disclose. Further, neither Party shall have any liabil-ity to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement shall remain in effect for a term of [number of months or years]. Notwithstanding the foregoing, the Receiving Party\u2019s duty to hold in confidence Confi-dential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.1.2 If the Parties succeed in the call for proposal referred to in clause 2 and sign the corresponding Grant Agreement (GA) and Consortium Agreement (CA), or enter into partnership under any other kind of collaborative agreement (COA) or association agreement (AA), the non-disclosure provisions of the CA, COA and AA shall [be supple-mented by or supplement or supersede] this Agreement. In the event that non-disclosure provisions are not provided for the said private agreements, this Agreement shall remain in force until the end of the collaboration undertaken or after [months or years] of its termination.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by the laws of [choose the applicable law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.\n4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the re-maining provisions shall not be affected. The Parties shall replace the invalid or unen-forceable provision by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required between the Parties shall be delivered by hand, e-mail, or mailed by registered mail to the address of the other Party as indicated above. Any subsequent modification of a Party\u2019s address should be reasonably communicated in advance to the effect of this Agreement.\n5. Competition\nThe receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either Party from developing, making or marketing products or services that are or may be competitive with the products or services of the other; or providing products or services to others who compete with the other Party; as long as those re-sults have not become from a breach of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the date stated above.\nFOR [insert name of participant or potential or current partner]\n[insert name of representative]\n[insert title]\nDone at [place] on [date]\nFor more information, please consult our fact sheets on \u201cHow to manage confidential business information\u201d and \u201cNon-disclosure agreement: a business tool\u201d which are available in our online library:\nhttp://www.iprhelpdesk.eu/node/1265\nhttp://www.iprhelpdesk.eu/node/969\n", - "spans": [ - 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The information to be exchanged is confidential and proprietary in nature, and the parties wish to maintain the confidential nature of such information and limit the receiving party's use and disclosure of such information as forth set forth in this Agreement.\nAgreement\nIn consideration of the mutual covenants and promises set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. References to \"Confidential Information\" mean all knowledge, information or materials whether of a technical or financial nature or otherwise relating to the business or affairs of the Parties (including without limitation any subsidiary or affiliated entity thereof), including all memoranda, notes, analyses, compilations, studies and other materials prepared by or for the receiving party which contain or reflect such knowledge, information or materials, which is provided or disclosed by the disclosing party to the receiving party in connection with the Opportunity and identified at the time of such disclosure as being confidential; provided that Confidential Information shall not include:\n(a) information which the receiving party can demonstrate was known to the receiving party prior to disclosure by the disclosing party;\n(b) information which is in the public domain or which enters the public domain other than as a result of a breach of this Agreement; or\n(c) information that the receiving party independently develops or independently becomes aware of from a third party without, to the knowledge of the receiving party, a duty of confidentiality to the disclosing party.\n2. The receiving party agrees that it will at all times maintain the confidentiality of any Confidential Information communicated to it by or on behalf of the disclosing party; provided that in the event the receiving party becomes legally compelled (by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, or the receiving party determines that it is obligated by statute or governmental regulation to disclose any of the Confidential Information, the receiving party shall provide the disclosing party with prompt written notice of such requirement so that the disclosing party, if possible, may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the receiving party agrees to furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be furnished and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information\n3. Except as otherwise permitted by this Agreement, the receiving party agrees that it shall not copy, adapt, divulge, publish, disclose, or circulate (or authorize or permit anyone else to adapt, divulge, publish, disclose or circulate) any of the Confidential Information disclosed or communicated to it by the disclosing party (except as described in paragraph 4), nor shall it use the Confidential Information for any purpose other than the Opportunity.\n4. Confidential Information may be disclosed by the receiving party to its employees, directors, officers, advisors, attorneys, auditors and agents only on a need-to-know basis in connection with the Opportunity, and each employee, director, officer, advisor, attorney, auditor or agent to whom Confidential Information is disclosed shall treat such Confidential Information in a manner consistent with this Agreement. The receiving party shall be liable for all acts and omissions of each person and entity to which the receiving party discloses Confidential Information.\n5. The term of this Agreement shall be for a period of five years beginning on the date hereof; provided that the obligations relating to Confidential Information disclosed during the term of this Agreement shall survive the expiration of this Agreement.\n6. All right, title and interest in and to the Confidential Information shall remain the exclusive property of the disclosing party and the Confidential Information shall be held in trust and confidence by the receiving party for the disclosing party. No interest, license or any right respecting the Confidential Information, other than set out herein, is granted to the receiving party hereunder by implication or otherwise.\n7. The Confidential Information shall not be copied, reproduced in any form or stored in a retrieval system or data base by the receiving party without the prior written consent of the disclosing party, except for such copies and storage as may reasonably be required internally by the receiving party in connection with the Opportunity. The receiving party hereby agrees that all Confidential Information (including all copies thereof) disclosed to or created by the receiving party shall be delivered forthwith by the receiving party to the disclosing party, or, at the election of the receiving party, destroyed, and deleted from all retrieval systems and data bases upon the earlier of a request at any time by the disclosing party or at any time the receiving party decides not to proceed with a possible transaction involving the disclosing party.\n8. The receiving party shall not directly or indirectly contact any shareholders, officers, employees, affiliates, agents, lending institutions, customers or suppliers of the disclosing party in connection with a possible transaction involving the disclosing party without the prior written consent of the disclosing party, which consent shall not be unreasonably withheld.\n9. The disclosing party shall at its discretion provide such of the Confidential Information to the receiving party as is necessary or appropriate in connection with the Opportunity. Nothing in this Agreement obligates the disclosing party to make any particular disclosure of Confidential Information. The receiving party acknowledges and agrees that no representations or warranties whatsoever, express or implied, as to the accuracy or completeness of the Confidential Information have been made by the disclosing party. The receiving party acknowledges and agrees that neither the disclosing party nor any of its shareholders, directors, officers, employees, representatives or professional advisors will have any liability to the receiving party resulting from its use of the Confidential Information or from any errors or omissions in the Confidential Information. Only those representations and warranties which are made in a final definitive agreement regarding the proposed transaction with the disclosing party, when, as and if executed, will have any legal effect.\n10. The receiving party acknowledges that it is aware and that it will advise its employees and agents who are given access to the Confidential Information that the securities laws of the United States impose certain restrictions with respect to the purchase and sale of securities of an issuer by a person who has received material non-public information from such issuer concerning the matters referred to herein and by persons who have received such non-public information from such person.\n11. The receiving party will indemnify, defend and hold harmless the disclosing party and its shareholders, directors, officers, employees, representatives and professional advisors from any damage, loss, cost or liability (including reasonable legal fees and the cost of enforcing this Agreement) owed to a third party arising out of the breach by the receiving party of this Agreement.\n12. The receiving party agrees and acknowledges that money damages may not be a sufficient remedy for any breach or threatened breach of the provisions of this Agreement by the receiving party or any of its shareholders, directors, officers, employees, representatives or professional advisors and that the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies are not the exclusive remedies for a breach by the receiving party, but shall be in addition to all other remedies available at law or in equity to the disclosing party.\n13. The parties agree that unless and until a final definitive agreement regarding a transaction between the parties has been executed and delivered, neither of the parties will be under any obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein. Each party further acknowledges and agrees that the other party reserves the right, in its sole discretion, to reject any and all proposals with regard to a transaction between the parties and to terminate discussions and negotiations at any time.\n14. Each party agrees to keep the existence and terms of this Agreement, and that the parties are having discussions related to the Opportunity, strictly confidential, and will not disclose the existence or terms of this Agreement, or that such discussions are taking place, to any third party without the prior written consent of the other party.\n15. It is understood and agreed that no failure or delay of any party in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n16. Execution and delivery of a facsimile transmission or email transmission of this Agreement shall constitute, for purposes of this Agreement, delivery of an executed original and shall be binding on the parties.\n17. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had either not been included or had been\u200b \u200blimited to the extent of the invalidity, illegality or unenforceability, so that this Agreement shall be carried out as closely as possible according to its original terms.\n18. Each party represents and warrants that (i) such party is an entity duly organized and validly existing under the laws of its state of organization, (ii) such party has the power and authority to enter into this Agreement and to perform fully its obligations under this Agreement; (iii) such party is under no contractual or other legal obligation which might interfere in any way with its prompt and complete performance under this Agreement; and (iv) the person executing this Agreement on behalf of such party has been duly authorized to do so and such execution is binding upon such party.\n19. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, express and implied, oral and written. This Agreement is neither intended to nor shall it be construed as creating a joint venture, partnership or other form of business association between the parties, or any obligation of the parties to enter into any agreement relating to the Opportunity. This Agreement may not be modified or amended other than by an agreement in writing, signed by the parties.\n20. This Agreement may be executed in counterparts, each of which will be an original and all of which together constitute one and the same instrument.\nIN WITNESS WHEREOF, \u200bthe parties have executed this Agreement on the date first set forth above.\n___________________(COMPANY NAME): THE KNIGHTS:\nBy: By:\nName: Name:\nTitle: Title: Co-owner\nDate: Date:\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 412 - ], - [ - 412, - 465 - ], - [ - 465, - 530 - ], - [ - 530, - 554 - ], - [ - 554, - 562 - ], - [ - 562, - 581 - ], - [ - 582, - 590 - ], - [ - 591, - 708 - ], - [ - 708, - 968 - ], - [ - 969, - 978 - ], - [ - 979, - 1199 - ], - [ - 1200, - 1901 - ], - [ - 1902, - 2037 - ], - [ - 2038, - 2174 - ], - [ - 2175, - 2392 - ], - [ - 2393, - 3148 - ], - [ - 3148, - 3505 - ], - [ - 3506, - 3963 - ], - [ - 3964, - 4383 - ], - [ - 4383, - 4536 - ], - [ - 4537, - 4791 - ], - [ - 4792, - 5044 - ], - [ - 5044, - 5218 - ], - [ - 5219, - 5557 - ], - [ - 5557, - 6072 - ], - [ - 6073, - 6446 - ], - [ - 6447, - 6630 - ], - [ - 6630, - 6750 - ], - [ - 6750, - 6971 - ], - [ - 6971, - 7318 - ], - [ - 7318, - 7522 - ], - [ - 7523, - 8016 - ], - [ - 8017, - 8404 - ], - [ - 8405, - 8853 - ], - [ - 8853, - 9036 - ], - [ - 9037, - 9379 - ], - [ - 9379, - 9626 - ], - [ - 9627, - 9974 - ], - [ - 9975, - 10294 - ], - [ - 10295, - 10509 - ], - [ - 10510, - 11091 - ], - [ - 11092, - 11136 - ], - [ - 11136, - 11245 - ], - [ - 11245, - 11377 - ], - [ - 11377, - 11544 - ], - [ - 11544, - 11689 - ], - [ - 11690, - 11921 - ], - [ - 11921, - 12175 - ], - [ - 12175, - 12282 - ], - [ - 12283, - 12434 - ], - [ - 12435, - 12531 - ], - [ - 12532, - 12552 - ], - [ - 12552, - 12579 - ], - [ - 12580, - 12587 - ], - [ - 12588, - 12599 - ], - [ - 12600, - 12622 - ], - [ - 12623, - 12634 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22, - 23 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 12, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 12, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.theknightsofunity.com/files/MutualNDA_The_Knights_of_Unity.pdf" - }, - { - "id": 167, - "file_name": "MutualNDA_Website.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThank you for visiting our website and your interest in learning more about opportunities with our organization. We are interested in learning more about you!\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into by and between AAGEX Freight Group, LLC (\u201cAGX\u201d), and the party identified as agent candidate below (\u201cCandidate\u201d). AGX and CANDIDATE may be referred to herein individually as a \u201cParty\u201d and jointly as the \u201cParties.\u201d\n1. Background. AGX and CANDIDATE desire to exchange information and to engage in discussions concerning AGX\u2019s agent program and Candidate\u2019s qualifications to establish a freight Agency Relationship. In the course of such discussions and negotiations, it is anticipated that a Party (\u201cDisclosing Party\u201d) may disclose or otherwise make available to the other Party (\u201cReceiving Party\u201d) certain confidential and proprietary information for the purpose of enabling the Receiving Party to evaluate and the prospective business relationship (the \u201cNDA Purpose\u201d). The Parties have entered into this Agreement in order to ensure the confidentiality and proper protection of such confidential and proprietary information.\n2. Confidential Information. As used in this Agreement, the term \u201cConfidential Information\u201d shall mean all information that is not generally known or readily ascertainable by proper means by other persons and is either (i) designated as \u201cconfidential\u201d or \u201cproprietary\u201d by the Disclosing Party prior to or at the time of disclosure or (ii) information that a reasonable person should recognize as being confidential or proprietary, based on the nature of the information and/or the circumstances of its disclosure. By way of example, Confidential Information includes, without limitation, information regarding a Party\u2019s products, product development, services, agreements and contracts, business operations, business plans and financial affairs; employees and other personnel; vendors and customers; marketing plans and strategies; processes, compensation formulas, methods and specifications; and information technology network. Additionally, the fact of the Parties discussions regarding a potential business relationship shall be deemed Confidential Information subject to the protections of this Agreement. Confidential Information may be either the property of the Disclosing Party or information provided to the Disclosing Party by a third party.\n4. Disclosure and Protection of Confidential Information. The Receiving Party shall (i) hold all Confidential Information in confidence, and shall not disclose Confidential Information except as expressly permitted under the terms of this Agreement and (ii) use Confidential Information only for the NDA Purpose and for no other purpose without the prior written consent of the Disclosing Party.\n5. Scope and Term of Agreement. This Agreement pertains to all Confidential Information that is disclosed or otherwise made available by the Disclosing Party or its Affiliates to the Receiving Party in connection with the NDA Purpose, whether prior to or during the term of this Agreement. The term of this Agreement shall commence as of the Effective Date set forth below and shall continue for a period of twelve (12) months thereafter.\n6. Limitation on Obligations. The obligations of the Receiving Party with respect to the Disclosing Party\u2019s Confidential Information shall not apply with respect to any Confidential Information to the extent the Receiving Party can demonstrate that such Confidential Information: (a) is generally known to the public at the time of disclosure or becomes generally known through no breach of this Agreement; (b) is in the Receiving Party\u2019s rightful possession at the time of disclosure without an obligation to hold it in confidence; (c) becomes known to the Receiving Party without obligation of confidence through disclosure by a third party having the legal right to disclose such information; (d) is independently developed by the Receiving Party without access or reference to, or reliance upon, the Confidential Information; or (e) is or becomes disclosed through the ordinary course of the NDA Purpose or as an element of any marketing plan intended to be released in the public domain or to targeted geographic public domain.\n7. Return of Documents. The Receiving Party shall, upon the written request of the Disclosing Party, return to the Disclosing Party or, at the Disclosing Party\u2019s direction, destroy all documents and any and all other tangible manifestations of Confidential Information received or created by the Receiving Party pursuant to this Agreement (and all copies and reproductions thereof).\nAAGEX FREIGHT GROUP, LLC AGENT CANDIDATE\nSignature: Mike Williams Signature:\nDate: Date: ___________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 145 - ], - [ - 145, - 190 - ], - [ - 191, - 372 - ], - [ - 372, - 470 - ], - [ - 470, - 471 - ], - [ - 472, - 487 - ], - [ - 487, - 671 - ], - [ - 671, - 1027 - ], - [ - 1027, - 1182 - ], - [ - 1183, - 1212 - ], - [ - 1212, - 1402 - ], - [ - 1402, - 1517 - ], - [ - 1517, - 1697 - ], - [ - 1697, - 2113 - ], - [ - 2113, - 2294 - ], - [ - 2294, - 2435 - ], - [ - 2436, - 2494 - ], - [ - 2494, - 2520 - ], - [ - 2520, - 2689 - ], - [ - 2689, - 2831 - ], - [ - 2832, - 2864 - ], - [ - 2864, - 3122 - ], - [ - 3122, - 3270 - ], - [ - 3271, - 3301 - ], - [ - 3301, - 3551 - ], - [ - 3551, - 3678 - ], - [ - 3678, - 3804 - ], - [ - 3804, - 3967 - ], - [ - 3967, - 4104 - ], - [ - 4104, - 4303 - ], - [ - 4304, - 4328 - ], - [ - 4328, - 4686 - ], - [ - 4687, - 4727 - ], - [ - 4728, - 4753 - ], - [ - 4753, - 4763 - ], - [ - 4764, - 4776 - ], - [ - 4776, - 4803 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 10, - 11, - 12, - 13 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 32 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18, - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://agxfreight.com/wp-content/uploads/2017/11/MutualNDA_Website.pdf" - }, - { - "id": 168, - "file_name": "MutualNonDisclosureAgreement0104.pdf", - "text": " MUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d), effective, _____________________ is between INCENTIA DESIGN SYSTEMS, INC. located at 2620 Augustine Dr., Ste 200 Santa Clara, CA 95054, (\u201cIncentia\u201d), and located at: _________________________________________________ (\u201cCompany\u201d).\n1. \"Proprietary Information\" will include any and all technical, engineering, scientific, financial, marketing and/or competitive information or data, including but not limited to formulas, databases, schematics, circuit designs, cell libraries, processes, know-how, methodologies, inventions, algorithm, techniques, ideas, software, documentation, trade secrets, projections, licenses, marketing and product development plans, and any other information of a similar nature whether disclosed orally or in writing, or through observation, examination or use, specifically:\nSOFTWARE:___________________________________________________________________________________\nEach party agrees to maintain the confidentiality of such Proprietary Information and to not use, disclose, publish or disseminate it in any manner not consistent with this Agreement. In addition to any other remedies, which may be available, Owner shall be entitled to seek injunctive relief to enforce the terms of this Agreement.\n2. \u201cOwner\u201d means the party who discloses Proprietary Information. \u201cRecipient\u201d means the party who receives Proprietary Information of or from the Owner. Owner warrants that it has the right to disclose the Proprietary Information to Recipient. All information is provided \"AS IS\" without any warranty regarding its accuracy or performance and will remain the property of the Owner and/or its licensors. No license or other rights to Proprietary Information are granted or implied under this Agreement.\n3. The Proprietary Information will be marked by the Owner as confidential at the time of disclosure. If Proprietary Information is disclosed orally, electronically or without any marking, Owner will identify it as confidential at the time of disclosure and will provide a written confirmation to Recipient within thirty days of disclosure that such information is confidential. The parties\u2019 obligations with respect to Proprietary Information shall continue for a period of three (3) years after the termination of this Agreement.\n4. For Proprietary Information received from the disclosing party, the Recipient agrees to:\na. hold it in confidence with the same degree of care with which it protects its own confidential and proprietary information, but at least reasonable care;\nb. restrict disclosure of it only to its employees, agents and contractors with a need to know basis and advise those persons of their obligations to keep it confidential;\nc. except for the purposes of this Agreement, not copy or duplicate, or knowingly allow anyone else to copy or duplicate it;\nd. not publish, disclose or make available any benchmark or testing results without the written consent of both parties; and\ne. on request or upon termination of this Agreement, promptly return all Proprietary Information in a tangible form or certify that such Proprietary Information is destroyed.\n5. Obligations of parties under this Agreement shall not apply to information which:\na. was already in the public domain when disclosed; or subsequently falls into the public domain other than through disclosure by the Recipient; or disclosed by the Recipient with the written approval of the Owner;\nb. was already in the possession of or known by the Recipient free of any obligation at the time disclosed to Recipient;\nc. becomes known to the Recipient from a source other than the Owner without breach of this Agreement by the Recipient;\nd. is developed independently by the Recipient without use of the Owner\u2019s Proprietary Information; or\ne. is disclosed pursuant to judicial or governmental order, provided that the Recipient notifies the Owner so that an adequate opportunity is given to respond to such order.\n6. This Agreement will bind both parties\u2019 affiliates, subsidiaries, successors and assigns. Recipient certifies that no Proprietary Information, or any part of it will be exported to any country in violation of the export laws and regulations of the United States government. If any portion of this Agreement is determined to be invalid or unenforceable, the remainder will be in effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any modifications to this Agreement must be made in writing and must be signed by both parties. This Agreement will be governed by the laws of the State of California.\nCompany: ____________________________________\nIncentia Design Systems, Inc.\nBy: ___________________________________________ By: __________________________________________\nName: ________________________________________ Name: ________________________________________\nTitle: _________________________________________ Title: _________________________________________\nDate: _________________________________________ Date: _________________________________________\n", - "spans": [ - [ - 0, - 1 - ], - [ - 1, - 32 - ], - [ - 33, - 89 - ], - [ - 89, - 294 - ], - [ - 294, - 306 - ], - [ - 307, - 878 - ], - [ - 879, - 971 - ], - [ - 972, - 1156 - ], - [ - 1156, - 1304 - ], - [ - 1305, - 1371 - ], - [ - 1371, - 1458 - ], - [ - 1458, - 1549 - ], - [ - 1549, - 1708 - ], - [ - 1708, - 1806 - ], - [ - 1807, - 1909 - ], - [ - 1909, - 2186 - ], - [ - 2186, - 2338 - ], - [ - 2339, - 2430 - ], - [ - 2431, - 2587 - ], - [ - 2588, - 2759 - ], - [ - 2760, - 2884 - ], - [ - 2885, - 3009 - ], - [ - 3010, - 3184 - ], - [ - 3185, - 3269 - ], - [ - 3270, - 3484 - ], - [ - 3485, - 3605 - ], - [ - 3606, - 3725 - ], - [ - 3726, - 3827 - ], - [ - 3828, - 4001 - ], - [ - 4002, - 4094 - ], - [ - 4094, - 4278 - ], - [ - 4278, - 4390 - ], - [ - 4390, - 4539 - ], - [ - 4539, - 4635 - ], - [ - 4635, - 4706 - ], - [ - 4707, - 4716 - ], - [ - 4716, - 4752 - ], - [ - 4753, - 4782 - ], - [ - 4783, - 4787 - ], - [ - 4787, - 4831 - ], - [ - 4831, - 4835 - ], - [ - 4835, - 4877 - ], - [ - 4878, - 4884 - ], - [ - 4884, - 4925 - ], - [ - 4925, - 4931 - ], - [ - 4931, - 4971 - ], - [ - 4972, - 4979 - ], - [ - 4979, - 5021 - ], - [ - 5021, - 5028 - ], - [ - 5028, - 5069 - ], - [ - 5070, - 5076 - ], - [ - 5076, - 5118 - ], - [ - 5118, - 5124 - ], - [ - 5124, - 5165 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 17, - 22 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 27 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5, - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 23, - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.incentia.com/support/MutualNonDisclosureAgreement0104.pdf" - }, - { - "id": 169, - "file_name": "Mutual_Nondisclosure_Agreement.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is made and entered into as of this ____ day of , 20 ________ (\u201cEffective Date\u201d) by and between , a corporation having a principal place of business at (\u201cCompany\u201d) and Northeastern University, a non-profit Massachusetts educational corporation located at 360 Huntington Avenue, Boston MA 02115 (\u201cNU\u201d). \u201d). NU and Company referred herein individually as a \u201cParty\u201d and collectively, as the \u201cParties\u201d.\nWHEREAS, the Parties may enter into discussion and transactions regarding a collaborative project for the purpose of [add description of the purpose] (the \u201cPurpose\u201d)\nWHEREAS, solely in connection with the Purpose the Parties wish for their mutual benefit, to disclose to each other Confidential Information (defined below); and\nWHEREAS, the Parties wish to set forth the conditions and obligations which will govern the access, use, duplication and disclosure of any Confidential Information that one party (the \u201cDisclosing Party\u201d may disclose to the other party (the \u201cRecipient\u201d).\nNOW THEREFORE, to enable the Parties to proceed with these discussions and in consideration of the mutual covenants, premises and agreements contained herein, the Parties hereto hereby agree as follows:\n:\n1. Confidential Information. \u201cConfidential Information\u201d means all the information of the Disclosing Party furnished or made available, orally, in writing, by electronic means, or by inspection, at any time on and after the Effective Date regarding the Disclosing Party or its business plans, processes, technology, data, material, documents regarding the infrastructure, businesses, assets, liabilities, financial conditions, operations, identity of personnel, intellectual property (including, without limitation, trade secrets), Personal Data (defined below) and other related or its similar information provided in all cases such information is marked conspicuously with a confidentiality or a substantially similar legend in accordance with Section 4 of this Agreement.\nFor purposes of this Agreement, \u201cPersonal Data\u201d shall mean any and all personally identifiable information, in any form or media, about current or former NU faculty members, employees, students, prospective students, and other persons associated with NU. Personal Data includes, without limitation, (i) an individual\u2019s social security number, bank or other financial account numbers, credit or debit card numbers, driver\u2019s license number, passport number, other government-issued identification numbers, biometric data, health and medical information, and data about the individual obtained through a Project; (ii) financial information, employee benefits information, education records, NU identification numbers; and (iii) any additional categories of information about individuals that NU from time to time designates in writing as Personal Data.\nExclusions. Notwithstanding the foregoing, \u201cConfidential Information\u201d shall not include the following types of information if the Recipient establishes by competent proof that the information: (i) is now or subsequently becomes generally available to the public without a breach of this Agreement by the Recipient; (ii) was known to or rightfully in the possession of the Recipient prior to the date of disclosure of such Confidential Information; (iii) is developed by the Recipient independent of the disclosure made under this Agreement; (iv) is supplied to the Recipient by a third party without restriction on such disclosure; or (v) is required to be disclosed pursuant to a valid subpoena, court order or other requirement(s) of applicable law, provided, however, that the foregoing exceptions to Confidential Information shall not apply to Personal Data. Notwithstanding the foregoing, Confidential Information shall not be deemed to be available to the public or in the possession of the Recipient merely because it is embraced by more general information so available or in the possession of the Recipient. If the Recipient will disclose Confidential Information of the Disclosing Party pursuant to a judicial or United States governmental action, the Recipient shall make reasonable efforts to notify the Disclosing Party prior to complying with such action.\n2. Purpose. The Recipient shall use the Confidential Information provided by the Disclosing Party solely for the Purpose and for no other purpose. As used herein, _______________________ and NU shall include, individually and collectively, their respective officers, directors, consultants, employees and associated researchers, provided, however, that NU shall not include its students.\n3. Duty. The Recipient shall not disclose the Confidential Information of the Disclosing Party to any third party nor access or use such Confidential Information other than solely for the Purpose. In all cases, the Recipient shall use reasonable measures that are at least as stringent as those used by the Recipient to protect its own information of a similar nature (and in no event shall the Recipient use less than reasonable measures) to keep confidential and safeguard from theft loss and/or unpermitted uses the Confidential Information disclosed to Recipient. In addition, the Recipient shall limit access to Confidential Information to those officers, directors, employees and associated researchers within the Recipient's organization who reasonably require access to the Confidential Information for carrying out the Purpose and who have agreed to maintain the Confidential Information in confidence. The fact that discussions or negotiations are taking place concerning the Purpose, including without limitation the status or termination thereof, and any terms, conditions or other facts with respect to the Purpose (including, but not limited to, the existence and terms of this Agreement) are Confidential Information subject to the confidentiality requirements set forth herein. Recipient shall implement and maintain appropriate security measures for Personal Data which shall be at least as protective of the confidentiality of such information as the safeguards for personal information set forth under applicable federal, state and local law.\n4. Identification of Confidential Information. Confidential Information disclosed hereunder shall be disclosed in written, electronic or other permanent form and shall be prominently identified as confidential using an appropriate legend, marking stamp, or other clear and conspicuous written identification which unambiguously indicates that the information being provided is the Disclosing Party's Confidential Information. If Confidential Information is disclosed in other than written or other permanent form, it shall be considered Confidential Information as of the time of original disclosure if: i) the Disclosing Party identifies it as Confidential Information at the time of the original disclosure and ii) within thirty (30) days of the non-written disclosure, the Disclosing Party reduces the information to written or other permanent form, clearly identifying the information confidential as indicated above, and transmits it to the Recipient, referencing the place and date of such oral disclosure and identifying the name(s) of the employees or officers of the Recipient to whom it was made. The rights and obligations provided by this Agreement shall take precedence over specific legends or statements associated with Confidential Information when received.\n5. Notices. Any reproduction by either party of the other party\u2019s Confidential Information permitted under this Agreement shall contain any and all confidential notices or legends which appear on the original, unless otherwise authorized in writing by the Disclosing Party.\n6. Ownership. Recipient affirms and agrees that all rights, titles and interests in and to the Confidential Information of the Disclosing Party are and shall remain at all times the sole property of the Disclosing Party. Nothing in this Agreement or the disclosure of Confidential Information expressly or implicitly grants or confers on Recipient any right, title or interest in or to the Confidential Information or other property of the Disclosing Party other than the limited rights to receive, access, possess and use such information solely for the Purpose in accordance with this Agreement.\n7. Export Control. Company shall not provide any export controlled information, materials, technology to NU, in any form, without prior written notice to NU of Company\u2019s desire to share export controlled information, and written consent from NU to accept such information. Notice to the University shall include the proper export classification and a reference the applicable export control laws and regulations. Company shall indemnify and hold harmless NU and its faculty, employees, student, agents and representatives against any and all claims, damages, losses, or costs arising out of Company\u2019s breach of this Section 7.\n8. CREATE Act. This Agreement is not a joint research agreement under the CREATE Act and the Recipient shall not invoke the CREATE Act during patent examination to overcome prior art rejections.\n9. Contact. The exclusive point of contact with respect to the transmission and control of Confidential Information disclosed hereunder is designated by the respective Parties as follows:\nNortheastern University:\n Company:\nEach Party may change its designees by written notice to the other.\n10. Notice. Should the Recipient become aware of any breach or threatened breach of this Agreement, the Recipient agrees to promptly notify the Disclosing Party in writing and, in addition to the other rights set forth in this Agreement, the Disclosing Party shall have the right to immediately terminate this Agreement.\n11. Representations & Warranties. Each Party represents and warrants that (i) it has the authority to enter into this Agreement, (ii) it is not a party to any agreement with any third party which prohibits it from fulfilling its obligations under this Agreement and (iii) this Agreement, when executed and delivered, shall be a valid and binding obligation on such Party, enforceable in accordance in its terms. , The disclosure of Confidential Information shall not constitute any representation, warranty, assurance, or guarantee, with respect to non-infringement of any patent or other proprietary rights of others. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, ACCURACY, MERCHANTABILITY OR FITNESS FOR USE FOR ANY PURPOSE OF THE INFORMATION DISCLOSED UNDER THIS AGREEMENT, WHICH IS DELIVERED \u201cAS IS\u201d. EXCEPT AS SET FORTH IN SECTION 7 OF THIS AGREEMENT AND IN THE CASES OF FRAUD OR WILLFUL MISCONDUCT, THE DISCLOSING PARTY SHALL HAVE NO LIABILITY FOR ANY DIRECT OR INDIRECT DAMAGES WHICH MAY ARISE FROM THE RECIPIENT\u2019S POSSESSION OR USE OF SUCH INFORMATION.\n12. Costs and Expense. Each party shall bear its own costs incurred under or in connection with this Agreement. Nothing in this Agreement shall be construed as an obligation by either party to enter into a contract, subcontract, or other business relationship with or grant additional rights to the other party.\n13. Term; Non-disclosure obligation. The term of this Agreement shall be one (1) year from the Effective Date. This Agreement may be terminated by either party upon thirty (30) days prior written notice to the other party. Termination or expiration of this Agreement shall not relieve either party of its obligations hereunder to maintain in confidence and not to use Confidential Information received hereunder for a period of three (3) years from the date of receipt thereof.\n14. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, the Recipient shall cease use of all Confidential Information furnished hereunder and shall, upon written direction of the Disclosing Party, return to the Disclosing Party, or destroy, all such Confidential Information, together with all copies made thereof by the Recipient. Upon request, the Recipient shall send the Disclosing Party a certificate confirming the destruction or return of all Confidential Information delivered hereunder. Notwithstanding the other provisions of this Section, Recipient may retain one copy of such Confidential Information for archival purposes only and such Confidential Information shall remain subject to this Agreement in accordance with the terms and conditions of this Agreement,.\n15. No Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by either party without the prior written consent of the other party.\n16. Governing Law; Severability. The validity, interpretation, and effect of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. The Parties hereby expressly consent to the exclusive personal jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts for any dispute arising from or relating to this Agreement. If any term or condition of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby, and each remaining term or condition hereof shall be valid and enforced to the fullest extent permitted by law. In the event such determination prevents the accomplishment of the purpose of this Agreement, the invalid provision shall be restated to conform with applicable law and to reflect as nearly as possible the original intention of the Parties.\n17. Entire Agreement; Amendment. This Agreement constitutes the entire understanding of the Parties relating to the subject matter hereof and supersedes all prior negotiations, commitments and understandings, written or oral, with respect thereto. This Agreement may be executed by facsimile or electronic transmission in one or more counterparts, each of which shall be deemed an original and all counterparts will constitute one and the same agreement. No variation, amendment or other modification of this Agreement or waiver of any terms or provisions hereof shall be deemed valid unless in writing and signed by authorized representatives of both Parties.\n18. Interpretation. In the Agreement, unless the context otherwise requires, words describing the singular number shall include the plural and vice versa, and words denoting any gender shall include all genders, and words denoting natural persons shall include corporations and partnerships and vice versa. Whenever the words \u201cinclude,\u201d \u201cincludes,\u201d or \u201cincluding\u201d are used in the Agreement, they shall be understood to be followed by the words \u201cwithout limitation.\u201d The words \u201chereof,\u201d \u201cherein,\u201d and \u201chereunder,\u201d and words of similar import, when used in the Agreement refer to the Agreement as a whole and not to any particular provision of the Agreement unless otherwise specified. All terms used herein with initial capital letters have the meanings ascribed to them herein, and all terms defined in the Agreement shall have such defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The definitions contained in the Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument, or statute defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement, instrument, or statute as from time to time amended, modified, or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. The headings used in this Agreement are merely for reference and impose no obligation nor have any substantive significance. Each of the Parties has participated in the drafting and negotiation of the Agreement. If any ambiguity or question of intent or interpretation arises, the Agreement must be construed as if it is drafted by all the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of the Agreement.\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in duplicate originals by their authorized representatives.\nNORTHEASTERN UNIVERSITY COMPANY\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 486 - ], - [ - 487, - 652 - ], - [ - 653, - 814 - ], - [ - 815, - 1068 - ], - [ - 1069, - 1271 - ], - [ - 1272, - 1273 - ], - [ - 1274, - 1303 - ], - [ - 1303, - 2047 - ], - [ - 2048, - 2303 - ], - [ - 2303, - 2347 - ], - [ - 2347, - 2658 - ], - [ - 2658, - 2767 - ], - [ - 2767, - 2897 - ], - [ - 2898, - 2910 - ], - [ - 2910, - 3091 - ], - [ - 3091, - 3213 - ], - [ - 3213, - 3346 - ], - [ - 3346, - 3439 - ], - [ - 3439, - 3533 - ], - [ - 3533, - 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], - [ - 16656, - 16667 - ], - [ - 16668, - 16681 - ], - [ - 16682, - 16693 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 74 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 42, - 43 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8, - 34, - 35, - 36, - 37 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 72 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 76 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 35, - 36, - 37 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24, - 28 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.northeastern.edu/general-counsel/docs/Mutual_Nondisclosure_Agreement.pdf" - }, - { - "id": 170, - "file_name": "NCDG_Non-disclosure-agreement.pdf", - "text": "NON - DISCLOSURE AGREEMENT\nThis Agreement made on this _____ day of __________, ______ (the \u2018Effective Date\u2019)\nBETWEEN:\nThe HoG, Centre for Data Governance, NIC, here in after referred to as NCDG, (which shall unless exclude by or repugnant to the context be deemed to include his/her successor in office or assigned) of the FIRST PART.\nAnd\nBetween The HEAD OF USER DEPARTMENT, here in after referred to as USER DEPARTMNET (which expression shall unless exclude by or repugnant to the context be deemed to include his/her successor in office or assigned) of the SECOND PART.\nUSER DEPARTMENT and NCDG hereinafter collectively referred to as the \u201cParties\u201d and individually referred to as the \u201cParty\u201d as per the context.\nI. Background:\n1. The Parties are, or will be, evaluating, discussing and negotiating a potential contractual relationship concerning the ___________________________________________ ________________ ________________ ___________ (the \u2018Project\u2019).\n2. The Parties may, in these evaluations, discussions and negotiations, disclose to each other information that is technically and /or commercially confidential.\n3. The Parties have agreed that disclosure and use of such technical and/or commercial confidential information shall be made and on the terms and conditions of this Agreement.\nNow it is agreed as follows:\nII. Definitions:\nIn this Agreement the following terms shall, unless the context otherwise requires, have the following meanings:\n1. \u2018Disclosing Party\u2019 means the Party disclosing Confidential Information to the other Party under this Agreement.\n2. \u2018Receiving Party\u2019 means the Party receiving Confidential Information from the other Party under this Agreement.\n3. \u2018Confidential Information\u2019 means any information or sensitive data , which shall include but is not limited to, design, fabrication & assembly drawings, know-how, processes, product specifications, raw materials, trade secrets, market opportunities, or business or financial affairs of the Parties or their customers, product samples, inventions, concepts and any other technical and/or commercial information, disclosed directly or indirectly and in any form\nwhatsoever (including, but not limited to, disclosure made in writing, oral or in the form of samples, models, computer programs, drawings or other instruments) furnished by the Disclosing Party to the Receiving Party under this Agreement.\n4. Such Confidential Information shall also include but shall not be limited to:\na) information disclosed by the Disclosing Party in writing marked as confidential at the time of disclosure;\nb) information disclosed by the Disclosing Party orally which is slated to be confidential at the time of disclosure;\nc) information disclosed in any other manner is designated in writing as Confidential Information at the time of disclosure; or\nd) notwithstanding sub-clauses a,b & c of this definition, any information whose nature makes it obvious that it is confidential.\ne) Such Confidential Information shall not include any information which:is, at the time of disclosure, publicly known; or\nf) becomes at a later date, publicly available otherwise than a wrongful act or negligence or breach of this Agreement of or by the Receiving Party; or\ng) the Receiving Party can demonstrate by its written records was in its possession, or known to the Receiving Party, before receipt under this Agreement, and which was not previously acquired under an obligation of confidentiality; or\nh) is legitimately obtained at any time by the Receiving Party from a third party without restrictions in respect of disclosure or use; or\ni) the Receiving Party can demonstrate to the satisfaction of the Disclosing Party, has been developed independently of its obligations under this Agreement and without access to the Confidential Information.\nj) \u2018Purpose\u2019 means the evaluations, discussions, negotiations and execution regarding a contractual relationship between the Parties in respect of the Project defined in paragraph (i) of the Background section.\nk) \u2018Affiliate\u2019 means any legal entity which, at the time of disclosure to it on any `Confidential Information, is directly or indirectly controlling, controlled by or under common control with any of the Parties.\nl) \u2018Contemplated Agreement\u2019 means any future legally binding Agreement between the Parties in respect of the Project envisaged under this Agreement.\nIII. Non-Disclosure of Confidential Information:\n1. In consideration of the disclosure of Confidential Information by the Disclosing Party to the Receiving Party solely for the Purpose, the Receiving Party undertakes whether by itself, its successors and heirs, not to disclose Confidential Information to any third party, unless in accordance with Clause 4.\n2. In addition to the undertaking in Clause 2.1, the Receiving Party shall be liable for:\n3. any loss, theft or other inadvertent disclosure of Confidential Information, and\n4. any unauthorized disclosure of Confidential Information by persons (including, but not limited to, present and former employees) or entities to whom the Receiving Party under this Agreement has the right to disclose Confidential Information, except where, the Receiving Party has used the same degree of care in safeguarding such Confidential Information as it uses for its own Confidential Information of like importance and in no event less than a reasonable degree of care; and upon becoming aware of such inadvertent or unauthorized disclosure the Receiving Party has promptly notified the Disclosing Party thereof and taken all reasonable measures to mitigate the effects of such disclosure and to prevent further disclosure.\n5. The Receiving Party understands and agrees that:\n6. any information known only to a few people to whom it might be of commercial interest and not generally known to the public is not public knowledge;\n7. a combination of two or more parts of the Confidential Information is not public knowledge merely because each part is separately available to the public.\n8. The Receiving Party acknowledges the technical, commercial and strategic value of the Confidential Information to the Disclosing Party and understands that unauthorized disclosure of such Confidential Information will be injurious to the Disclosing Party.\n9.Use of Confidential Information:\nThe Receiving Party is entitled to use the Confidential Information but only for the Purpose.\nIV. Permitted Disclosure of Confidential Information:\n1.The Receiving Party may disclose in confidence Confidential Information to any of its Affiliates and employees, in which event the Affiliate and employee shall be entitled to use the Confidential Information but only to the same extent the Receiving Party is permitted to do so under this Agreement. The Receiving Party agrees that such Affiliates or employees are subject to confidentiality obligations no less restrictive than those of this Agreement.\n2.The Receiving Party shall limit the dissemination of Confidential Information of its Affiliates and employees having a need to receive such information to carry out the Purpose.\n3.The Receiving Party may disclose Confidential Information to its consultants, contractors, sub-contractors, agents or similar persons and entities having a need to receive such information to carry out the Purpose on the prior written consent of the Disclosing Party. In the event that the Disclosing Party gives such consents, the Receiving Party agrees that such individuals are subject to confidentiality obligations no less restrictive than those of this Agreement.\n4.Notwithstanding Clause 2.1, the Receiving Party shall not be prevented from disclosing Confidential Information, where (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that the Receiving Party, to the extent possible, has first given prior written notice to the Disclosing Party and made reasonable efforts to protect the Confidential Information in connection with such disclosure.\nV. Copying and Return of Furnished Instruments:\n1.The Receiving Party shall not be entitled to copy samples, models, computer programs, drawings, documents or other instruments furnished by the Disclosing Party hereunder and containing Confidential Information, unless and to the extent it is necessary for the Purpose.\n2.All samples, models, computer programs, drawings, documents and other instruments furnished hereunder and containing Confidential Information shall remain the Disclosing Party\u2019s property.\n3. At any time upon request from the Disclosing Party or upon the conclusion of the Purpose or expiry of this Agreement, the Receiving Party, at its own cost, will return or procure the return, promptly and in any event within 14 days of receipt of such request, of each and every copy of Confidential Information given by the Disclosing Party, and satisfy the Disclosing Party that it no longer holds any further Confidential Information.\nVI. Non-Disclosure of Negotiations:\nExcept as provided in Clause 4, each Party agrees that it will not, without the other Party\u2019s prior written approval, disclose to any third party the fact that the Parties are discussing the Project. The Parties acknowledge that the provisions of this Agreement shall apply in respect of the content of any such discussions. The undertaking set forth in this Clause 7 shall survive the termination of this Agreement.\nVII. Term and Termination:\n1. This Agreement shall become effective on the Effective Date. The provisions of this Agreement shall however apply retroactively to any Confidential Information, which may have been disclosed in connection with discussions and negotiations regarding the Project prior to the Effective Date.\n2. This Agreement shall remain in force for five (5) years from the Effective Date, except to the extent this Agreement is superseded by stipulations of the Contemplated Agreement.\n3. The rights and obligations of each Party with respect to all Confidential Information of the other Party that is received under this Agreement shall remain in effect for a period of five (5) years from the date of disclosure of Confidential Information.\nVIII. Intellectual Property Rights:\nAll Confidential Information disclosed herein shall remain the sole property of the Disclosing Party and the Receiving Party shall obtain no right thereto of any kind by reason of this Agreement.\nIX. Future Agreements:\nNothing in this Agreement shall obligate either Party to enter into any further Agreements.\nX. Amendments:\nAny amendment to this Agreement shall be agreed in writing by both Parties and shall refer to this Agreement.\nXI. Severance:\nIf any term or provision in this Agreement is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected.\nXII. Governing Law:\nThis Agreement shall be governed by and construed in accordance with the laws of India and in any dispute arising out of or relating to this agreement, the Parties submit to the exclusive jurisdiction of the Courts situated at Delhi, India.\nXIII. General:\n1. Upon 45 days written notice, the Disclosing Party may audit the use of the programs, materials, marketing materials, services, and such additional disclosed resources. The Receiving Party agrees to co-operate with the Disclosing Party\u2019s audit and to provide reasonable assistance and access to information.\n2. The Disclosing Party shall not have any liability to the Receiving Party for any claims made by third parties arising out of their use of the Disclosing Party\u2019s trademarks (including \u201cLogo\u201d) or marketing materials. The Receiving Party agrees to indemnify the Disclosing Party for any loss, liability, damages, cost or expense (including attorney\u2019s fees) arising out of any claims, which may be made against the Disclosing Party arising out of their use of the Logo or marketing materials where such claim relates to their activities, products or services. Notwithstanding above, the Receiving Party shall have no obligation to indemnify the Disclosing Party with respect to a claim of trademark or copyright infringement based upon their use of the Logo or marketing materials, as expressly permitted under this Agreement.\n3. The Receiving Party shall disclose of any similar agreements explicit or otherwise, for similar purpose/application with in its own organization, or any other third party.\n4. 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"spans": [ - 65 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 21, - 22, - 24 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 63 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 57, - 58, - 59, - 60 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 31 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 35, - 51 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 48 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://cdg.nic.in/img/NCDG_Non-disclosure-agreement.pdf" - }, - { - "id": 171, - "file_name": "NDA_-_GWI_-_Technohubs_version_V1.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT\nBETWEEN\nGWI Project Managers, Company Registration Number: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026;\nAND\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026, Company Registration Number: \u2026\u2026\u2026\u2026\u2026\u2026\u2026...\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\ncollectively referred to as the \"Parties\".\n1. Purpose\n1.1 The parties intend to provide each other with certain information of the Technology Hubs in secret and confidential nature pertaining to their business proposal and/or its operations.\n1.2 The parties wish to record the terms and conditions upon which each shall disclose confidential information to the other, which terms and conditions shall constitute a binding and enforceable agreement between the parties and/or their agents/representatives.\n1.3 This agreement shall also bind the parties, notwithstanding the date of signature hereof, in the event that either party shall have disclosed any confidential information to the other party prior to date of signature hereof.\n1.4 For the purpose of this agreement the party which discloses confidential information shall be referred to as \u201cthe disclosing party\u201d and the party which receives the confidential information shall be referred to as \u201cthe receiving party\u201d.\n2. Designation\n2.1 Information, documents, software, objects and other materials to be kept secret (hereinafter: \"confidential information\") shall be designated as such in writing by the disclosing party. Written designation shall be in the form of an unmistakable annotation such as secret, confidential, for restricted internal access only, etc. Orally given information need only be kept secret if designated as confidential information at the time of its disclosure and supplied in addition within 14 (fourteen) days to the receiving party in summarised written form marked as confidential.\n3. Confidentiality Obligation\n3.1 All confidential information made available by one party to the other shall be kept secret from third parties.\n3.2 No confidential information received may be supplied to a third party without the prior written permission of the other party hereto.\n3.3 Beyond this, each party also undertakes as follows:\n3.3.1 not to use the confidential information of the other party for any purposes other than the purpose contemplated by this agreement;\n3.3.2 not to modify or reconstruct, cause others to reconstruct or use for any purposes other than the purpose contemplated by this agreement, any object made available to it by the other party.\n4. Exceptions\n4.1 The obligation to observe secrecy under this Agreement shall not apply to:\n4.1.1 information, documents (including information and documents in machine-readable form), software, objects and other materials that is generally available to the public, or become generally available to the public other than as a breach of this Non-disclosure Agreement;\n4.1.2 information that is already lawfully in the possession of one of the parties hereto prior to the effective date of this Non-disclosure Agreement, without having been obtained from the other party or one of its affiliated companies;\n4.1.3 information that is received by one of the parties hereto from a third party after the effective date of this Non-disclosure Agreement, provided this third party has not violated any Non-disclosure Agreement;\n4.1.4 information the publication of which is required by statute and/or common law;\n4.1.5 information that the receiving party, as evidenced by written records, has independently acquired or developed;\nNevertheless, each party shall keep the use of the information by the other party secret from third parties.\n5. Disclosure to Employees and Affiliated Companies\n5.1 Each party shall make available confidential information to its employees only in so far as the employees need it to fulfil the purpose as set out in 1. above. It will ensure that these employees are equally obliged to observe secrecy, whereby the obligation shall survive the termination of their respective employment contracts.\n5.2 Disclosure of confidential information to affiliated companies is permitted under the conditions laid out in 5.1 above.\n6. No License\n6.1 The intellectual property rights (where applicable) relating to any confidential information disclosed in terms of this agreement shall remain the property of the Disclosing Party and the disclosure shall not confer any license or right to such information on the Recipient.\n7. Governing Law\n7.1 This Agreement shall be construed in accordance with and governed by the laws of the Republic of South Africa.\n8. Place of Jurisdiction\n8.1 The parties hereby submit to the non-exclusive jurisdiction of the Durban and Coastal Local Division of the High Court of South Africa. Place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Durban, South Africa.\n9. Liabilities\n9.1 Any claim for damages to be limited to actual damages. The parties shall not be liable for any consequential or indirect damages, including but not limited to loss of profits, goodwill or customs.\n10. Written Form\n10.1 No oral side agreements have been made. Any changes or additions to this Agreement must be made in writing to be effective. The written form requirement shall not be fulfilled by the use of emails.\n11. Addresses\n11.1 For the purpose of this agreement, the parties choose their domicilia citandi et executandi and postal addresses as follows:\n11.1.1 GWI Project Managers, Physical: 41 Richefond Circle\nRidgeside Office Park\nUmhlanga\nDURBAN\nSouth Africa\nPostal: P.O. Box 4027\nThe Square\n4021\n11.1.2 \u2026\u2026\u2026\u2026 Physical: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..,\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nPostal: \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n11.1.3 Any party may change that party\u2019s address, by prior notice in writing to the other party.\n11.1.4 If any notice is to be sent by mail, it shall be sent by prepaid registered mail and shall then be deemed until and unless the contrary is proved, to have been received 10 (ten) days after the date of posting.\n11.1.5 If any notice is sent by telefax, it will be deemed, until and unless the contrary is proved, to have been received on the date recorded on the transmission slip.\n11.1.6 If any notice is delivered by hand, it will be deemed to have been received on proof of the date of delivery.\nSigned at on this the day of 2015\nSignature:\nName:\nfor \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nDuly authorised\nSigned at on this the day of 2015\nSignature:\nName:\nfor GWI Project Managers.\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 39 - ], - [ - 40, - 47 - ], - [ - 48, - 126 - ], - [ - 127, - 130 - ], - [ - 131, - 152 - ], - [ - 152, - 200 - ], - [ - 201, - 243 - ], - [ - 244, - 254 - ], - [ - 255, - 259 - ], - [ - 259, - 442 - ], - [ - 443, - 447 - ], - [ - 447, - 705 - ], - [ - 706, - 710 - ], - [ - 710, - 934 - ], - [ - 935, - 939 - ], - [ - 939, - 1175 - ], - [ - 1176, - 1190 - ], - [ - 1191, - 1381 - ], - [ - 1381, - 1524 - ], - [ - 1524, - 1770 - ], - [ - 1771, - 1800 - ], - [ - 1801, - 1805 - ], - [ - 1805, - 1915 - ], - [ - 1916, - 1920 - ], - [ - 1920, - 2053 - ], - [ - 2054, - 2058 - ], - [ - 2058, - 2109 - ], - [ - 2110, - 2246 - ], - [ - 2247, - 2441 - ], - [ - 2442, - 2455 - ], - [ - 2456, - 2460 - ], - [ - 2460, - 2534 - ], - [ - 2535, - 2809 - ], - [ - 2810, - 3047 - ], - [ - 3048, - 3262 - ], - [ - 3263, - 3347 - ], - [ - 3348, - 3465 - ], - [ - 3466, - 3574 - ], - [ - 3575, - 3626 - ], - [ - 3627, - 3791 - ], - [ - 3791, - 3961 - ], - [ - 3962, - 3966 - ], - [ - 3966, - 4085 - ], - [ - 4086, - 4099 - ], - [ - 4100, - 4104 - ], - [ - 4104, - 4378 - ], - [ - 4379, - 4395 - ], - [ - 4396, - 4400 - ], - [ - 4400, - 4510 - ], - [ - 4511, - 4535 - ], - [ - 4536, - 4540 - ], - [ - 4540, - 4676 - ], - [ - 4676, - 4795 - ], - [ - 4796, - 4810 - ], - [ - 4811, - 4815 - ], - [ - 4815, - 4870 - ], - [ - 4870, - 5011 - ], - [ - 5012, - 5028 - ], - [ - 5029, - 5034 - ], - [ - 5034, - 5074 - ], - [ - 5074, - 5158 - ], - [ - 5158, - 5231 - ], - [ - 5232, - 5245 - ], - [ - 5246, - 5251 - ], - [ - 5251, - 5375 - ], - [ - 5376, - 5434 - ], - [ - 5435, - 5456 - ], - [ - 5457, - 5465 - ], - [ - 5466, - 5472 - ], - [ - 5473, - 5485 - ], - [ - 5486, - 5507 - ], - [ - 5508, - 5518 - ], - [ - 5519, - 5523 - ], - [ - 5524, - 5536 - ], - [ - 5536, - 5562 - ], - [ - 5563, - 5578 - ], - [ - 5579, - 5601 - ], - [ - 5602, - 5609 - ], - [ - 5609, - 5698 - ], - [ - 5699, - 5706 - ], - [ - 5706, - 5915 - ], - [ - 5916, - 5923 - ], - [ - 5923, - 6085 - ], - [ - 6086, - 6093 - ], - [ - 6093, - 6202 - ], - [ - 6203, - 6236 - ], - [ - 6237, - 6247 - ], - [ - 6248, - 6253 - ], - [ - 6254, - 6279 - ], - [ - 6280, - 6295 - ], - [ - 6296, - 6329 - ], - [ - 6330, - 6340 - ], - [ - 6341, - 6346 - ], - [ - 6347, - 6372 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 20 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 32, - 37 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 23, - 25, - 43 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 32, - 35, - 37 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.ncl.kzntechnohubs.co.za/images/Downloads/NDA_-_GWI_-_Technohubs_version_V1.pdf" - }, - { - "id": 172, - "file_name": "NDA_10.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into as of ______________ (the \u201cEffective Date\u201d) by and between, Adv. Ofer Shapira and Adv. Oded Goldstein As receivers on the \"Pledged Assets\" as defined in Tel-Aviv district court's resolution dated 2.12.10 (\"The Receivers\" and), at 1 Azrieli Center, Tel-Aviv, Israel, including all affiliated and subsidiaries companies being part of the Pledged Assets on the one hand (the \u201cDisclosing Party\u201d) and _____________________________, on the other (the \u201cReceiving Party\u201d).\nIn consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:\n1. Confidential Information\nFor the purpose of this Agreement \u201cConfidential Information\u201d means any and all information, disclosed by the Disclosing Party to the Receiving Party, whether in oral or in written form, including but not limited to documentation, technical or business information, ideas, plans, drawings, models and rights-of-way, requirements, standards, financial and non-financial data, marketing, trade secrets, know-how, customer and tenants lists, prices, as well as any and all intellectual and industrial property rights contained therein and/or in relation thereto; provided however, that Confidential Information shall not include information which (i) is or becomes lawfully in the public domain other than through a breach of any non disclosure agreement or any confidentiality obligation, (ii) was known to the Receiving Party prior to the disclosure, as evidenced by it, (iii) was independently developed by or for the Receiving Party without reference to or use of Confidential Information received from the Disclosing Party, (iv) was lawfully obtained by the Receiving Party from a third party without violation of a confidentiality obligation, (v) The Disclosing Party agrees in writing that it may be disclosed by the Receiving Party, or (vi) is required or compelled by law to be disclosed, provided that the Receiving Party gives reasonable prior written notice to the Disclosing Party to allow it to seek protective or other court orders.\n2. Nondisclosure Obligations\n2.1 Confidential Information of a Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating a possible business transaction between the Parties. Each party shall hold the other party\u2019s Confidential Information in strictest confidence and shall not disclose the other party\u2019s Confidential Information without the prior written consent of such other party, which consent may be withheld at such other party\u2019s sole discretion. Each party may disclose the other party\u2019s Confidential Information to such party\u2019s employees, if any, on a need-to-know basis only. The Receiving Party may disclose confidential information to professional advisors, including lawyers, accountants and board members (herein called \"Permitted Persons\") only after the written consent of the Disclosing Party and only after it shall procure that all of its Permitted Persons shall execute in writing at least a like obligation of confidentiality with respect to the confidential information and shall comply with the provisions hereof on the same terms and conditions as a Receiving Party, and such obligation will be handed to the Disclosing Party or its proxy . The Receiving Party shall be responsible for compliance with and for any breach by itself or its employees and Permitted Persons of all of the terms and covenants herein. Each party agrees to take all reasonable precautions to protect the Confidential Information of the other party, but in no event less than a reasonable degree of care. For the avoidance of any doubt, it is hereby agreed that the Receiving Party shall have no obligations whatsoever with respect to a breach by any third party of the confidentiality obligations specified under this Agreement, if the transfer of such Confidential Information to such third party was legitimate under the provisions of this Non Disclosure Agreement and/or approved by the Disclosing Party, in accordance with Section 1(v) above.\n2.2 Nothing in this Agreement shall prohibit either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (\u201cRequired Disclosure\u201d), provided that the discloser then shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure providing it an opportunity to obtain a protective order; and/or (ii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.\n3. Confidentiality of information\nAll Confidential Information of a Disclosing Party is and shall remain the property of the Disclosing Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of a Disclosing Party, or under any patent, copyright, trademark or trade secret of the Disclosing Party. The Receiving Party may not make additional copies of the confidential information without the Disclosing Party's prior consent to be given on a case by case basis.\n4. Non- reliance\n All Confidential Information furnished under this agreement will be provided by the Disclosing Party \"As Is\". Neither party make any warranties, express or implied, regarding the accuracy, completeness, performance, merchantability, fitness for use, non-infringement of third parties, rights, or other attributes of its respective confidential information.\n5. Withdrawal from the agreement\nImmediately upon the decision by either party not to enter into the transaction or agreement contemplated by the parties hereto, and based on the Disclosing Party's written request, the Receiving Party shall either destroy and certify such destruction or return to the Disclosing Party all copies or extracts of the Disclosing Party\u2019s Confidential Information, in any medium and destruct it. Such complete return or destruction will be promptly and duly confirmed in writing to the Disclosing Party or its proxy by the Receiving Party.\n6. Abidance to the terms and conditions of this agreement\n The Receiving Party agrees to abide by each and every term and condition set forth herein. Each party acknowledges that each of such terms and conditions is necessary to preserve the confidentiality of the information provided to it and that a breach of any of the terms and conditions hereof will result in irreparable damage to the Disclosing Party /parties in an amount now impossible to calculate and, thereof, in the event of such breach, the Disclosing Party shall be entitled (in an addition to any other rights and remedies it may have at law or in equity) to have an injunction issued by any court of competent jurisdiction enjoining it and any other person involved therein from communing such breach.\n7. Inapplicability of this agreement\n Nothing contained in this Agreement shall be construed to require either party to disclose or receive Confidential Information of the other party. Nothing in this Agreement shall be construed to require either party to negotiate or enter into any business transaction with the other party and any such business transaction shall be governed solely by its applicable written agreement entered into by the parties if, when and as executed by the parties.\n8. Independency of parties\nThe parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the parties hereunder shall be deemed to create an agency, partnership, employment or joint venture relationship between the parties. Each party shall be deemed to be acting solely on its own behalf and has no authority to incur obligations or perform any acts or make any statements on behalf of the other party. Neither party shall represent to any person or permit any person to act upon the belief that it has any such authority from the other party.\n9. Inside Information\nWe hereby acknowledge that the Company's bonds are listed for trading in the Tel-Aviv Stock Exchange, and therefore the Confidential Information or any part thereof might be considered as Inside Information as this term is defined by the Securities Act of 1968 (1968\"\u05d7 -\u05db\u05e9\u05ea ,\u05da\u05e8\u05e2 \u05ea\u05d5\u05e8\u05d9\u05d9\u05e0 \u05e7\u05d5\u05d7). We hereby declare that as of the date hereunder we do not hold any bonds or other securities of the Company, and we undertake not to acquire any bonds or other securities of the Company within three months after receiving Confidential Information from you or the Company or anyone on your behalf. In addition, we undertake not to provide Confidential Information to anyone holding securities of the Company and/or anyone who might consider any transaction related to securities of the Company.\n10. Written notices\n Any notice required or permitted hereunder shall be in writing and deemed to have been duly given on the day of service if served personally or sent by facsimile, or five days after the date of mailing, if mailed by registered mail, postage prepaid and addressed as set forth in the beginning of this Agreement (or such other address as furnished by the addressee in writing).\n11. Jurisdiction clause\n This Agreement and any matters that are connected directly and/or indirectly to it, shall be governed, construed and interpreted according to the laws of the State of Israel, without regard to the rules pertaining to conflicts of laws. Any dispute related to this Agreement shall be settled exclusively in the venue of the competent courts of Tel \u2013Aviv, Israel.\n12. Termination of this agreement\nThis Agreement shall terminate three (3) years following the Effective Date. Nevertheless, either party may terminate this agreement providing thirty (30) days prior written notice to the other party. The obligations of the Receiving Party with respect to Confidential Information received prior to termination, will survive for a period of three (3) years following the Effective Date.\n13. Invalid conditioning\n If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n14. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior understanding and agreements between and among them respecting the subject matter hereof. This Agreement shall not be modified except by a written agreement signed by both parties. No delay, failure or waiver of either party\u2019s exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n15. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.\nIn witness whereof, we the undersigned executed this Agreement on the date first above\nwritten:\nBy:\nName:\nTitle:\n3025\\2\\615\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 158 - ], - [ - 158, - 520 - ], - [ - 521, - 640 - ], - [ - 641, - 668 - ], - [ - 669, - 1312 - ], - [ - 1312, - 1455 - ], - [ - 1455, - 1538 - ], - [ - 1538, - 1694 - ], - [ - 1694, - 1814 - ], - [ - 1814, - 1909 - ], - [ - 1909, - 2112 - ], - [ - 2113, - 2141 - ], - [ - 2142, - 2320 - ], - [ - 2320, - 2599 - ], - [ - 2599, - 2731 - ], - [ - 2731, - 3310 - ], - [ - 3310, - 3481 - ], - [ - 3481, - 3649 - ], - [ - 3649, - 4091 - ], - [ - 4092, - 4096 - ], - [ - 4096, - 4381 - ], - [ - 4381, - 4533 - ], - [ - 4533, - 4671 - ], - [ - 4672, - 4705 - ], - [ - 4706, - 4815 - ], - [ - 4815, - 5110 - ], - [ - 5110, - 5274 - ], - [ - 5275, - 5291 - ], - [ - 5292, - 5293 - ], - [ - 5293, - 5403 - ], - [ - 5403, - 5649 - ], - [ - 5650, - 5682 - ], - [ - 5683, - 6075 - ], - [ - 6075, - 6218 - ], - [ - 6219, - 6276 - ], - [ - 6277, - 6278 - ], - [ - 6278, - 6369 - ], - [ - 6369, - 6989 - ], - [ - 6990, - 7026 - ], - [ - 7027, - 7028 - ], - [ - 7028, - 7175 - ], - [ - 7175, - 7480 - ], - [ - 7481, - 7507 - ], - [ - 7508, - 7549 - ], - [ - 7549, - 7746 - ], - [ - 7746, - 7926 - ], - [ - 7926, - 8066 - ], - [ - 8067, - 8088 - ], - [ - 8089, - 8358 - ], - [ - 8358, - 8381 - ], - [ - 8381, - 8678 - ], - [ - 8678, - 8874 - ], - [ - 8875, - 8894 - ], - [ - 8895, - 8896 - ], - [ - 8896, - 9272 - ], - [ - 9273, - 9296 - ], - [ - 9297, - 9298 - ], - [ - 9298, - 9534 - ], - [ - 9534, - 9659 - ], - [ - 9660, - 9693 - ], - [ - 9694, - 9771 - ], - [ - 9771, - 9895 - ], - [ - 9895, - 10080 - ], - [ - 10081, - 10105 - ], - [ - 10106, - 10107 - ], - [ - 10107, - 10297 - ], - [ - 10298, - 10527 - ], - [ - 10527, - 10618 - ], - [ - 10618, - 10835 - ], - [ - 10835, - 10977 - ], - [ - 10978, - 11143 - ], - [ - 11144, - 11230 - ], - [ - 11231, - 11239 - ], - [ - 11240, - 11243 - ], - [ - 11244, - 11249 - ], - [ - 11250, - 11256 - ], - [ - 11257, - 11267 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25, - 26 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 63 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 5, - 8 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 27 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 5, - 11, - 21, - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 5, - 9 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.goldoded.com/image/users/186704/ftp/my_files/Nechasim/Sybil%20Germany%20public%20Co%20Limited/NDA.pdf?id=8535435" - }, - { - "id": 173, - "file_name": "NDA_13.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made and entered into by and among:\nBusiness Innovation Group Limited (A.C.N. 165 042 517) of The University Centre, Level 8, 210 Clarence Street, Sydney Australia 2000 (\u201cBiG\u201d)\nand:\n with offices located at\n . (\u201cThe Company\u201d).\nEffective as of the ________________ day of _________________ 2013 (the \u201cEffective Date\u201d).\nWHEREAS, in the course of business discussions, The Company and BiG (each a \u201cParty\u201d and together the \u201cParties\u201d) shall disclose certain confidential and proprietary information to each other in connection with a proposed business relationship between The Company and BiG (the \u201cTransaction\u201d); and\nWHEREAS, as a condition to such exchange, each Party (each, a \u201cDisclosing Party\u201d) seeks to bind the other Party (each, a \u201cReceiving Party\u201d) to obligations of confidentiality and limited use with respect to the information it discloses.\nNOW, THEREFORE, IN CONSIDERATION of the mutual agreements contained herein and the agreement to exchange information as contemplated hereunder, the Parties agree as follows:\n1. Confidential Information means any tangible or intangible information or materials possessed by a Party in whatever form or format relating to the Disclosing Party or its actual or proposed information systems, other business, financial or accounting systems, business procedures or methods, business plans, financial products, marketing plans, results of operations, customers, markets, prospective customers, contracts (actual and proposed) with third parties or personnel directly or indirectly disclosed by the Disclosing Party to the Receiving Party during or in the course of discussions or correspondence arising out of or related to the Transaction whether received before or after the Effective Date. Confidential Information includes all information owned by a third party and disclosed by a Disclosing Party hereunder.\n2. Confidential Information does not include information that (i) was in the Receiving Party\u2019s possession prior to receiving the Confidential Information from the Disclosing Party; or (ii) is or later becomes generally available to the public through no fault of the Receiving Party; or (iii) Receiving Party develops internally without benefit of or reference to Disclosing Party\u2019s Confidential Information (burden of proving independent development shall be on the Receiving Party); or (iv) Receiving Party receives from a third party who has the right to disclose such information.\n3. The Receiving Party agrees (i) to adopt measures to protect the confidentiality, limited use and proprietary nature of the Confidential Information at least as restrictive as those it adopts for its own confidential information of similar importance and in any event, no less than reasonable; (ii) to disclose Confidential Information to only those of its directors, officers, agents, employees, corporate affiliates and third parties retained by the Receiving Party who have a need to know such information in order for the Receiving Party to accomplish the purposes set forth in Paragraph 4 hereof and who are made aware of the confidentiality provisions of this Agreement (and in the case of a third party, who have signed a binding undertaking of confidentiality and non-use substantially equivalent to this Agreement), and (iii) to not use Confidential Information for any purpose except as permitted by Paragraph 4. A Receiving Party shall be responsible to the Disclosing Party for any unauthorized use or disclosure of Confidential Information by any party to whom Receiving Party has disclosed such information.\n4. The Receiving Party may use the Disclosing Party\u2019s Confidential Information for the sole purpose of evaluating, negotiating and, in its discretion, entering into the proposed Transaction. A Receiving Party may disclose Confidential Information pursuant to a request by an applicable regulatory authority, or if they are required by law or pursuant to an order of a court of competent jurisdiction to disclose Confidential Information, provided, however, in such event the Receiving Party shall (i) promptly notify the Disclosing Party; (ii) consult with the Disclosing Party as to the advisability of taking steps to resist or narrow such request; and (iii) if so requested, cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.\n5. The Parties shall promptly advise each other in writing if they learn of any unauthorized use or disclosure of Confidential Information by any of their directors, officers, employees, corporate affiliates, agents or by any third party.\n6. The Parties agree that, in the event of a breach of this Agreement, monetary damages may not be a sufficient remedy and in addition to any other legal remedy, the non-breaching Party shall be entitled to equitable remedies, including injunctive relief. In the event that any Party takes legal action as a result of a breach of this Agreement, the non-breaching Party shall be entitled to recover reasonable legal fees and expenses incurred in connection with such legal action in the event that it prevails in one or more of its claims.\n7. The provisions of this Agreement shall remain in full force and effect beginning as of the Effective Date and shall continue with respect to a Receiving Party for as long as it retains the Confidential Information in its possession and for three (3) years thereafter. A receiving Party shall return or destroy all copies of the Disclosing Party\u2019s Confidential Information to the Disclosing Party within ten (10) days after the Disclosing Party\u2019s request.\n8. No Party may assign its rights under this Agreement without the prior written consent of the other Party. This Agreement will be binding upon the successors, heirs and permitted assigns of the Parties.\n9. This Agreement expresses the entire agreement between the Parties and supersedes all prior understandings and discussions between the Parties. This Agreement may only be modified, changed or amended by an agreement in writing executed by the Parties. A waiver of any provision of this Agreement shall not be deemed a waiver of any other provision and shall not be binding unless it is in writing and executed by the Party making such waiver.\n10. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.\n11. This Agreement shall be governed by the laws of the Commonwealth of Australia and the State of New South Wales for the time being in force and the Parties submit to the exclusive jurisdiction of the courts of New South Wales, the Federal Court and the High Court of Australia, Sydney Registries.\nIN WITNESS WHEREOF, the Parties to this Agreement have duly executed this Agreement by their duly authorized representatives.\nBiG Legal name of Person or The Company\nBusiness innovation Group Pty Limited\nBy: ____________________________________ By: ____________________________________\n(Authorized Signature) (Authorized Signature)\n(in non-black ink, please) (in non-black ink, please)\n ____________________________________ ____________________________________\n(Name) (Name)\n ____________________________________ ____________________________________\n(Title) (Title)\n ____________________________________ ____________________________________\n(Execution Date) (Execution Date)\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 145 - ], - [ - 146, - 286 - ], - [ - 287, - 291 - ], - [ - 292, - 293 - ], - [ - 293, - 316 - ], - [ - 317, - 318 - ], - [ - 318, - 336 - ], - [ - 337, - 381 - ], - [ - 381, - 427 - ], - [ - 428, - 722 - ], - [ - 723, - 958 - ], - [ - 959, - 1132 - ], - [ - 1133, - 1846 - ], - [ - 1846, - 1965 - ], - [ - 1966, - 2028 - ], - [ - 2028, - 2150 - ], - [ - 2150, - 2253 - ], - [ - 2253, - 2454 - ], - [ - 2454, - 2550 - ], - [ - 2551, - 2581 - ], - [ - 2581, - 2847 - ], - [ - 2847, - 3382 - ], - [ - 3382, - 3476 - ], - [ - 3476, - 3674 - ], - [ - 3675, - 3866 - ], - [ - 3866, - 4172 - ], - [ - 4172, - 4214 - ], - [ - 4214, - 4330 - ], - [ - 4330, - 4447 - ], - [ - 4448, - 4686 - ], - [ - 4687, - 4943 - ], - [ - 4943, - 5226 - ], - [ - 5227, - 5498 - ], - [ - 5498, - 5684 - ], - [ - 5685, - 5794 - ], - [ - 5794, - 5889 - ], - [ - 5890, - 6036 - ], - [ - 6036, - 6144 - ], - [ - 6144, - 6334 - ], - [ - 6335, - 6507 - ], - [ - 6508, - 6807 - ], - [ - 6808, - 6933 - ], - [ - 6934, - 6973 - ], - [ - 6974, - 6994 - ], - [ - 6994, - 7011 - ], - [ - 7012, - 7016 - ], - [ - 7016, - 7053 - ], - [ - 7053, - 7057 - ], - [ - 7057, - 7093 - ], - [ - 7094, - 7139 - ], - [ - 7140, - 7193 - ], - [ - 7194, - 7195 - ], - [ - 7195, - 7232 - ], - [ - 7232, - 7268 - ], - [ - 7269, - 7282 - ], - [ - 7283, - 7284 - ], - [ - 7284, - 7321 - ], - [ - 7321, - 7357 - ], - [ - 7358, - 7373 - ], - [ - 7374, - 7375 - ], - [ - 7375, - 7412 - ], - [ - 7412, - 7448 - ], - [ - 7449, - 7482 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 34 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 20, - 22 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20, - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20, - 23, - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.businessinnovationgroup.com.au/wp-content/uploads/2013/10/NDA.pdf" - }, - { - "id": 174, - "file_name": "NDA_17.pdf", - "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nDated:\nParties:\n1. COAST2COAST (2007) LIMITED trading as Room2Rent (\u201cRoom2Rent\u201d)\n2. (\u201cthe Recipient\u201d).\nBackground:\nA. Room2Rent has developed a system for the construction and rental of portable cabins (\u201cthe System\u201d).\nB. Room2Rent has agreed to disclose Confidential Information about the System to the Recipient for the purposes of the Recipient undertaking an evaluation as to whether it will become a franchisee of Room2Rent (\u201cthe Due Diligence\u201d).\nC. Room2Rent considers the Confidential Information to be valuable and, in consideration of receiving the Confidential Information for the Due Diligence, the Recipient has agreed to enter into this Agreement.\nThis Agreement Records:\n1. Definitions and Interpretation\n1.1 References in the singular shall, where necessary, be taken to include the plural and the plural of the singular.\n1.2 Definitions\nThe following definitions apply unless the context requires otherwise:\n\"Confidential Information\" means all information of whatever nature directly or indirectly concerning the System, or related to, the affairs, business, finances, assets, transactions or trade secrets of Room2Rent or any of its Related Companies (as defined in section 2(3) of the Companies Act 1993) which Room2Rent discloses to the Recipient or which the Recipient may acquire from Room2Rent or any of its Related Companies including, without limitation:\n(a) Any intellectual property, including any opinion, projection, idea, concept, process, procedure, plan, design, programme, study, data, report, know-how, expertise or other such property;\n(b) Any document, data, statement, analysis, opinion, projection, forecast, report, note, notebook, drawing, manual, letter or such other material whether in a permanently visible form or not; and\n(c) Trade Secrets as defined in this Agreement;\n(d) Any of the foregoing disclosed to the Recipient before the execution date of this Agreement. \u201cRepresentative\u201d means any officer or employee of the Recipient, or any adviser engaged by the Recipient in connection with the Due Diligence and to whom the Recipient is permitted to disclose the Confidential Information under Clause 3.1.\n\u201cTrade Secrets\u201d means any information held by Room2Rent that is or could be used industrially or commercially, is not generally available, has potential economic value, and is the subject of reasonable efforts by Room2Rent to preserve its secrecy.\n2. Confidentiality\n2.1 The Recipient will hold all Confidential Information in strict confidence and will not disclose any Confidential Information to any person, except in accordance with the explicit provisions of this Agreement or, in any other case, only on receiving the prior written consent of Room2Rent.\n2.2 The Recipient shall not make any use of any Confidential Information or any part of the same except as is strictly necessary for the Due Diligence.\n2.3 The Recipient shall not without the prior written consent of Room2Rent copy or duplicate any Confidential Information or any part of the same except to the extent necessary to provide a reasonable number of copies to its Representatives in the course of the Due Diligence.\n2.4 The Recipient shall not make or permit or cause to be made any notes or memoranda based on or relating to Confidential Information or any part of the same for any purpose other than the Due Diligence.\n2.5 The provisions of Clauses 2.1, 2.2, 2.3 and 2.4 and 4.1(c) of this Agreement do not apply to:\n(a) Information after it becomes generally available to the public other than due to a breach of any of the clauses of this Agreement.\n(b) The use or disclosure of information after the Recipient has received or receives it from a third person legally entitled to possess the information and provide it to the Recipient; or\n(c) The disclosure of information in order to comply with any applicable law or legally binding order of any court or government or judicial body, in which case the Recipient will follow Room2Rent\u2019s reasonable directions in order to limit the disclosure to the minimum extent possible and permitted by law.\n3. Disclosure to Representatives\n3.1 The Recipient may disclose the Confidential Information to its Representatives if:\n(a) The disclosure is strictly necessary in the course of the Due Diligence; and\n(b) The Representatives are identified in writing to Room2Rent prior to any such disclosure and Room2Rent consents to the disclosure.\n3.2 The Recipient will be liable for any act of any Representative which, if done by the Recipient, would constitute a breach of its obligations under this Agreement.\n4. Return and Destruction of Information\n4.1 The Recipient will, immediately on demand by Room2Rent:\n(a) Return to Room2Rent all documents, reports, notes, memoranda, computer media and other material, which record, contain or relate in any way to Confidential Information (including all copies of the same).\n(b) Delete all Confidential Information from electronic storage facilities of any type owned or used by the Recipient or its Representatives.\n(c) Despite anything else in this Agreement, cease to make use of the Confidential Information, or any part of the same for any purpose.\nand will confirm in writing promptly when it has complied with these obligations.\n5. Indemnity and Breach\n5.1 The Recipient will indemnify and keep indemnified Room2Rent against any and all reasonable and foreseeable claims, demands, losses, damages and costs (including legal costs on an indemnity basis) that Room2Rent incurs as a result of a breach of the Recipient\u2019s obligations under this Agreement.\n5.2 The Recipient acknowledges that damages alone may not be sufficient legal remedy for breach of the Recipient\u2019s obligations and an injunction order may be obtained in the case of breach, to prevent further breaches.\n5.3 The Recipient further agrees that breach of this Agreement shall give Room2Rent the right to cancel any existing or future agreements between the parties.\n6. Disclaimer and Acknowledgments\n6.1 The Recipient acknowledges that any inventions, improvements, discoveries, programs or other form of intellectual property related to the System that are developed by the Recipient will be disclosed to, and become the exclusive property of, Room2Rent.\n6.2 Room2Rent reserves all of its rights in law and equity, including in respect of the areas of Confidential Information and Trade Secrets. The Recipient acknowledges that the Confidential Information and Trade Secrets, and any intellectual property rights in the same (including copyright, design and patent rights) are the exclusive property of and will remain the exclusive property of Room2Rent.\n6.3 The Recipient acknowledges that Room2Rent makes no representation or warranty as to the accuracy or completeness of the Confidential Information except that the Confidential Information has been disclosed by Room2Rent to the Recipient in good faith.\n6.4 The Recipient acknowledges that it understands that theft of Trade Secrets is an offence under section 230 of the Crimes Act 1961, and can be punishable by a term of up to five years imprisonment.\n6.5 The Recipient acknowledges that it understands that theft of intellectual property, including of Confidential Information, is an offence under the Crimes Act 1961 and can be punishable by a term of up to seven years imprisonment.\n7. Miscellaneous\n7.1 Room2Rent may notify third parties about the existence and contents of this Agreement.\n7.2 No amendment or variation of this Agreement is valid or binding on a party unless made in writing and executed by all parties. No failure to exercise or delay in exercising any right, power or remedy by a party operates as a waiver.\n7.3 The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement and will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the transaction.\n7.4 The laws of New Zealand govern this Agreement. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.\n7.5 Any illegality, unenforceability or invalidity in this Agreement will not affect the rest of this Agreement which will remain in full force and effect.\n7.6 The terms of this Agreement shall inure to the benefit of and be binding upon each party's successors and assigns.\n7.7 This Agreement will remain in full force and effect and will continue to bind the Recipient notwithstanding any term of any other agreement, or any cessation or termination of the relationship between Room2Rent or any of its Related Companies.\n7.8 For the purposes of the Contracts (Privity) Act 1982 the obligations of each party to this Agreement, including any indemnity by the Recipient, are given for the other party and its Related Companies and are enforceable by them under that Act.\nSIGNED by or on behalf of Room2Rent _____________________________\nSignature\n_____________________________\nFull Name of Signatory\nTitle\nSIGNED by or on behalf of the Recipient: _____________________________\nSignature\n_____________________________\nFull Name of Signatory\n_____________________________\nTitle\n", - 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In connection with Participant\u2019s visit, Google may disclose or expose to Participant certain information that is proprietary to Google (\"Confidential Information\"). Participant will use the Confidential Information only for the purpose associated with Participant\u2019s visit. Participant will use the same degree of care, but no less than a reasonable degree of care, as Participant uses with respect to its own similar information to protect the Confidential Information and to prevent (i) any use of Confidential Information not authorized in this Agreement, (ii) dissemination of Confidential Information to any third party. This Agreement imposes no obligation upon Participant with respect to Confidential Information that (a) was known to Participant before receipt from Google, as evidenced by Participant\u2019s files and records in existence before the time of disclosure; (b) is or becomes publicly available through no fault of Participant; (c) is rightfully received by Participant from a third party without a duty of confidentiality; (d) is disclosed by Google to a third party without a duty of confidentiality on the third party; or (e) is disclosed by Participant with Google\u2019s prior written approval. If Confidential Information is required to be produced by law, court order, or governmental authority, Participant must immediately notify Google of that obligation.\n Participant acknowledges and understands that hardware, technology, source code, and software to which Participant may have access or which are disclosed to Participant as a result of his/her visit to Google may be subject to U.S. export control laws and regulations. Participant hereby certifies that he/she shall not -- directly or indirectly -- sell, export, reexport, transfer, divert, or otherwise dispose of any hardware, software, source code, or technology (including products derived from or based on such technology or software) received from Google to any country (or national thereof) without obtaining prior authorization from Google and the appropriate government authorities.\n In addition, Participant certifies that he/she is not a citizen of Cuba, Iran, North Korea, Sudan, or Syria. This Agreement shall remain in effect until such time as all Confidential Information of Google disclosed hereunder becomes publicly known and made generally available through no action or inaction of Participant. Participant, upon Google\u2019s written request, will promptly return all Confidential Information received from Google, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed. This Agreement between the parties supersedes any other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof and constitutes the entire agreement with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. The exclusive venue for any dispute relating to this Agreement shall be in the state or federal courts within Santa Clara County, California.\nSignature: __________________________________\nPrint Name: _________________________________\nAddress: ___________________________________\n_______________________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 26 - ], - [ - 26, - 251 - ], - [ - 251, - 416 - ], - [ - 416, - 524 - ], - [ - 524, - 735 - ], - [ - 735, - 809 - ], - [ - 809, - 876 - ], - [ - 876, - 976 - ], - [ - 976, - 1125 - ], - [ - 1125, - 1195 - ], - [ - 1195, - 1291 - ], - [ - 1291, - 1392 - ], - [ - 1392, - 1462 - ], - [ - 1462, - 1627 - ], - [ - 1628, - 1629 - ], - [ - 1629, - 1897 - ], - [ - 1897, - 2319 - ], - [ - 2320, - 2321 - ], - [ - 2321, - 2430 - ], - [ - 2430, - 2644 - ], - [ - 2644, - 2887 - ], - [ - 2887, - 3122 - ], - [ - 3122, - 3245 - ], - [ - 3245, - 3386 - ], - [ - 3387, - 3398 - ], - [ - 3398, - 3432 - ], - [ - 3433, - 3445 - ], - [ - 3445, - 3478 - ], - [ - 3479, - 3488 - ], - [ - 3488, - 3523 - ], - [ - 3524, - 3563 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 5, - 7 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 11 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://web.mit.edu/andersk/Public/NDA.pdf" - }, - { - "id": 177, - "file_name": "NDA_6.pdf", - "text": "NON-CIRCUMVENTION, NON-DISCLOSURE WORKING AGREEMENT\nThis Non-Circumvention, Non-Disclosure Agreement (the \u201cAgreement\u201d) is entered into by and between We Rock The Spectrum Kid\u2019s Gym, LLC (\u201cWRTS\u201d), 5520 Crebs Avenue, Tarzana, California 91356, USA (\u201cDisclosing Party\u201d) and _______________, located at _______________ (\u201cReceiving Party\u201d) for the purpose of preventing the unauthorized disclosure of Con\ufb01dential Information as de\ufb01ned below. The parties agree to enter into a con\ufb01dential relationship with respect to the disclosure of certain proprietary and con\ufb01dential information (\u201cCon\ufb01dential Information\u201d). The undersigned Parties agree in consideration of their mutual promises to abide by the following terms and conditions:\n1. Definition of Confidential Information. For purposes of this Agreement, \u201cConfidential Information\u201d shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Such information shall include, but not be limited to contracts, documents, files, printouts, websites, and other printed and digital information provided by the Disclosing party and also the names, telephone numbers, addresses, fax numbers, email addresses, etc. of the contact, parties, and/or source(s) provided by the Disclosing Party. The Parties acknowledge that the Confidential Information may be written, oral, graphic, pictorial, recorded, or stored and transmitted in digital form or any digital format; and such information is deemed valuable, special or unique assets of the Disclosing Party that were developed or obtained through investment of significant time, efforts and expense, and that access to such information would not be possible but for the relationship of the Parties hereunder.\n2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\n3. Pre-Existing Relationships. In the event that any third parties already have a pre-existing working relationship or have previously made contact with any parties to this Agreement via other means, and such third parties were not introduced by any parties to this Agreement, such third party contacts and/ or sources are not subject to the restrictions, terms and conditions of this Agreement.\n4. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to any employees, contractors, agents, and any other third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, transmit, use, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, documents, graphics, electronic files, notes, and other written, printed, or electronic copies, or other tangible materials or digital files in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\n5. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n6. Non-Circumvention. The Receiving Party expressly agrees not to circumvent, avoid, bypass or obviate the Disclosing Party in any manner, directly or indirectly, to avoid payment of fees, royalties, or any other obligation in any way involving any of the parties introduced and Confidential Information disclosed pursuant to this Agreement, or any transaction contemplated hereunder or other business arrangement arising out of or connected in any way to the Confidential Information.\n7. Return of Confidential Information. Unless a business agreement, contract, or other business arrangement is entered into, each Party agrees to return or destroy, with written confirmation, all Confidential Information in any form upon conclusion of the evaluation of entering into the transaction or other business arrangement or upon the specific request of the Disclosing Party.\n8. Independent Contractors. Each party is an independent contractor with respect to the other, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, franchisee-franchisor, partners, or joint ventures. Neither party shall have authority to bind the other except to the extent authorized herein.\n9. Integration. The Parties agree that this Agreement constitutes the entire Agreement and the understanding of the Parties concerning subject matter hereof and this Agreement supersedes all previous communications, proposals, representations and agreements, whether oral or written, relating thereto, among these parties. This Agreement may not be amended except in a writing signed by both Parties.\n10. Severability. Should any provisions at this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and shall continue to be in effect.\n11. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\n12. Governing Law. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the United States and the State of California, without reference to rules governing choice of laws.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative. We Rock the Spectrum Kid\u2019s Gym, _________________________________\nDisclosing Party Receiving Party\nBy: ______________________________ By: _____________________________\nDina L. Kimmel - President/CEO\nDate: Date:\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 91 - ], - [ - 91, - 437 - ], - [ - 437, - 607 - ], - [ - 607, - 726 - ], - [ - 727, - 770 - ], - [ - 770, - 982 - ], - [ - 982, - 1322 - ], - [ - 1322, - 1788 - ], - [ - 1789, - 1834 - ], - [ - 1834, - 1923 - ], - [ - 1923, - 2048 - ], - [ - 2048, - 2136 - ], - [ - 2136, - 2275 - ], - [ - 2275, - 2358 - ], - [ - 2359, - 2390 - ], - [ - 2390, - 2754 - ], - [ - 2755, - 2790 - ], - [ - 2790, - 2943 - ], - [ - 2943, - 3231 - ], - [ - 3231, - 3529 - ], - [ - 3529, - 3852 - ], - [ - 3853, - 3870 - ], - [ - 3870, - 4268 - ], - [ - 4269, - 4291 - ], - [ - 4291, - 4754 - ], - [ - 4755, - 4794 - ], - [ - 4794, - 5138 - ], - [ - 5139, - 5167 - ], - [ - 5167, - 5411 - ], - [ - 5411, - 5503 - ], - [ - 5504, - 5520 - ], - [ - 5520, - 5827 - ], - [ - 5827, - 5904 - ], - [ - 5905, - 5923 - ], - [ - 5923, - 6195 - ], - [ - 6196, - 6208 - ], - [ - 6208, - 6321 - ], - [ - 6322, - 6341 - ], - [ - 6341, - 6569 - ], - [ - 6570, - 6694 - ], - [ - 6694, - 6770 - ], - [ - 6770, - 6802 - ], - [ - 6802, - 6835 - ], - [ - 6836, - 6868 - ], - [ - 6869, - 6873 - ], - [ - 6873, - 6904 - ], - [ - 6904, - 6908 - ], - [ - 6908, - 6937 - ], - [ - 6938, - 6968 - ], - [ - 6969, - 6980 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.wrtsfranchise.com/wp-content/uploads/2014/03/NDA.pdf" - }, - { - "id": 178, - "file_name": "NDA_7.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis agreement is made this 28th of March 2014\nBetween\nCOMPANY NAME A (Registration Number)\nADDRESS\nPROVINCE\nCOUNTRY\nand\nCOMPANY NAME B (Registration Number)\nADDRESS\nPROVINCE\nCOUNTRY\nWhere as the parties here to wish to hold discussions concerning financial and Investment issues with regards to the project XXXXX (\u201cthe Field\u201d) and may wish to disclose to one another confidential technical and business information relating to or relevant within the Field (\u201cthe Confidential Information\u201d) and wish to ensure that the Confidential Information remains confidential.\nNow it is agreed as follows:-\n1. The extent of the Confidential Information to be disclosed will at all times be at the discretion of the disclosing party.\n2. Each party will treat the confidential information disclosed to it by the other party as a secret and confidential and will not except with the prior written consent of the other, make use of the same except for the purpose of evaluation thereof, nor disclose the same to any third party except, and then only to the extent necessary to evaluate the same, to such of its employees as shall have been made fully aware that the same is secret and confidential and are bound to treat it as such.\n3. Disclosure: A party (the \u201cdisclosing Party\u201d) may, in connection with the Business Discussions, disclose to the other Party information, including, without limitation, oral, written, graphical or electronic information and all compilations, analyses, notes, copies prepared, generated or delivered there from, which is identified as \u201cconfidential information\u201d or \u201cconfidential business information\u201d (the \u201cConfidential Business Information\u201d) by the Disclosing Party at the time of disclosure to the receiving party (the \u201cReceiving Party\u201d). The fact the Business Discussions are occurring and any negotiations, terms or facts related to the Business Discussions are Confidential Business Information.\n4. The restrictions as to the use and disclosure set out above shall not apply to:\na. any of the confidential information which is or becomes published otherwise than by unauthorised publication in breach of this agreement.\nb. or any of the Confidential Information which is shown by written or other tangible evidence to have been known to the recipient prior to the date of the disclosure hereunder.\nc. or any of the confidential information which is lawfully acquired by the recipient from an independent source having a bona fida right to disclose the same.\nd. or any Confidential Information which as demonstrate by tangible evidence is independently developed by an employee of the recipient who has not had access to any of the Information disclosed to the recipient by the other party.\n5. Neither party shall, with out the prior written consent of the other party, copy or reproduce any document which may be supplied hereunder and either party receiving any such document will a) return the same and any copies made thereof to the party supplying the same if so requested by the supplying party and b) certify in writing that it has complied with this agreement.\n6. The obligations of confidentiality in this agreement shall cease when both parties give written notification of its termination, or 5 years after the date hereof, whichever is the sooner.\n7. The confidential information, including any documents, drawings, sketches, designs, materials or samples supplied hereunder, will remain the property of the party disclosing or supplying the same and no rights are granted to the other party in the same, whether patented or not except the limited right to use set out above with respect to the said Field.\n8. The parties do not intend that any agency or partnership relationship be created between them by this agreement.\n9. All the additions to this agreement must be made in writing and must be executed by both parties.\n10. This agreement must be in accordance with, and governed in all respects by the laws of Spain.\n11. Each party shall be not entitled to assign the rights and obligations hereunder to any successor in title of its entire business in the Field without consent of the other party.\nSigned on behalf of \u201cCOMPANY NAME A\u201d\nBy------------------------------------------------ name: \u201cname and surname\u201d\nPosition:\nSigned on behalf of \u201cCOMPANY NAME B\u201d\nBy------------------------------------------------ name: \u201cname and surname\u201d\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 71 - ], - [ - 72, - 79 - ], - [ - 80, - 116 - ], - [ - 117, - 124 - ], - [ - 125, - 133 - ], - [ - 134, - 141 - ], - [ - 142, - 145 - ], - [ - 146, - 182 - ], - [ - 183, - 190 - ], - [ - 191, - 199 - ], - [ - 200, - 207 - ], - [ - 208, - 589 - ], - [ - 590, - 619 - ], - [ - 620, - 745 - ], - [ - 746, - 1241 - ], - [ - 1242, - 1783 - ], - [ - 1783, - 1942 - ], - [ - 1943, - 2025 - ], - [ - 2026, - 2166 - ], - [ - 2167, - 2344 - ], - [ - 2345, - 2504 - ], - [ - 2505, - 2736 - ], - [ - 2737, - 2929 - ], - [ - 2929, - 3051 - ], - [ - 3051, - 3114 - ], - [ - 3115, - 3305 - ], - [ - 3306, - 3664 - ], - [ - 3665, - 3780 - ], - [ - 3781, - 3881 - ], - [ - 3882, - 3979 - ], - [ - 3980, - 4161 - ], - [ - 4162, - 4198 - ], - [ - 4199, - 4274 - ], - [ - 4275, - 4284 - ], - [ - 4285, - 4321 - ], - [ - 4322, - 4397 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 22 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 23, - 24 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.seyed.tech/EPC/theory/NDA.pdf" - }, - { - "id": 179, - "file_name": "mnda-1110.pdf", - "text": "931 Monroe Drive, Suite 102-303\nAtlanta, Georgia 30308\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is made as of this day of , 2011 \u201cEffective Date\u201d), between AirWatch, LLC (\"AirWatch\u201d) and __(\u201cCompany\u201d).\nTo further the potential business relationship between AirWatch and Company (the \u201cPurpose\u201d), it is necessary and desirable that each party to this Agreement furnish the other party with certain proprietary information, which includes, but is not limited to that which relates to software, computer codes or instructions, developments, inventions, processes, designs, drawings, engineering, pricing, research, statistics, business plans, product plans, products, services, customers or prospective customers, contractors, licensors, suppliers, markets, marketing, finances, and any other materials that have not been made available to the general public and which have been the subject of reasonable efforts to be kept secret (\"Confidential Information\").\nThe party disclosing such Confidential Information shall be the \"Discloser\" and the party receiving such Confidential Information shall be the \"Recipient\". In consideration of each party to this Agreement receiving the other party\u2019s Confidential Information, each party agrees, by its signature below, to use the Confidential Information only as agreed herein unless otherwise agreed to in a written instrument signed by both parties. Now, therefore, it is agreed as follows:\n1. Recipient shall not communicate Discloser\u2019s Confidential Information to any third party and shall use its best efforts to prevent inadvertent disclosure of the Confidential Information to any third party.\n2. Recipient shall neither use Discloser\u2019s Confidential Information nor circulate it within its own organization, except to the extent necessary for negotiations, discussions and consultations with personnel or authorized representatives of Discloser and then only to those who been advised that they are subject to the terms of this Agreement and have signed a non-disclosure or other equivalent agreement that protects the Confidential Information.\n3. Recipient shall not use any of Discloser\u2019s Confidential Information for its own benefit other than for the Purpose.\n4. Recipient shall have no obligation with respect to information that: (a) was in the public domain at the time of Discloser's communication thereof to Recipient; (b) entered the public domain through no fault of Recipient subsequent to the time of Discloser's communication thereof to Recipient; (c) was in Recipient's possession free of any obligation of confidence at the time of Discloser's communication thereof to Recipient; (d) can be shown by documentation to have been independently developed by the Recipient without the use of or reference to any Confidential Information; or (e) disclosure is required by court or government order and Discloser has been given notice of such order so that they may seek a protective order or other appropriate remedy.\n5. This Agreement, the resulting disclosure of Confidential Information and any subsequent discussions between the Parties shall not create any obligations other than those expressly stated herein and the parties shall not be obligated to enter into any further agreement relating to the Purpose. Nothing in this Agreement creates or shall imply the formation of any partnership, joint venture, or agency. Each party understands and acknowledges that the other may provide, engages in, or contemplates providing or engaging in, activities which are or may be competitive with the activities of the other, and nothing in this Agreement prohibits either party from providing and/or engaging in such competitive activities, or from entering into discussions with third parties concerning matters similar to those contemplated by this Agreement, provided that they shall not use, reference, or disclose any third parties the Confidential Information received by them pursuant to this Agreement.\n6. No rights, licenses, titles or interests of any nature in or relating to any intellectual property right of the Discloser shall be deemed to be conferred by this Agreement or by any disclosure of Discloser Confidential Information made to the Recipient except the limited right to review such Discloser Confidential Information in connection with the Purpose. Recipient agrees that it will not modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to any software provided by Discloser in connection with this Agreement for any purpose, or otherwise attempt to discover the underlying source code of any such software..\n7. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY DISCLOSER ON AN \"AS IS\" BASIS AND DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.\n8. Each party acknowledges that its obligations under this Agreement are necessary and reasonable in order to protect Discloser and Discloser\u2019s business, and each party expressly acknowledges that monetary damages would be inadequate to compensate Discloser for any breach by Recipient of Recipient\u2019s covenants and agreements set forth in this Agreement. Accordingly, each party further acknowledges that any such violation or threatened violation will cause irreparable injury to Discloser. In addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive relief to enforce the provisions of this Agreement, and the prevailing party in any such litigation shall be entitled to recover all reasonable expenses of litigation, including reasonable attorneys\u2019 fees and costs.\n9. All Confidential Information furnished by Discloser to Recipient shall remain the property of Discloser and shall be returned to Discloser promptly at its request with all copies made thereof or destroyed and a certificate of such destruction provided to Discloser signed by a duly authorized representative of Recipient.\n10. This Agreement shall govern all communications between Wandering Wifi and Company that are made during the period from the date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed.\n11. This Agreement shall continue in full force and effect for a period of three (3) years from the Effective Date. This Agreement may be terminated at any time during the period of the Agreement by mutual agreement by the Parties or upon sixty (60) days written notice to the other Party. Unless governed by contrary confidentiality provisions contained in any definitive agreement between the parties, the termination of this Agreement or the conclusion of the discussions between the parties regarding the Purpose (the \u201cExchange End Date\u201d), the commitments of Recipient shall survive and continue for a period of five (5) years following such termination or the Exchange End Date; provided, however that the obligations of Recipient with respect to any Confidential Information that constitutes a trade secret shall survive for so long as such information remains a trade secret under applicable law.\n12. This Agreement shall be construed in accordance with the laws of the State of Georgia.\n13. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every nature between them. This Agreement and the right to review any Confidential Information disclosed hereunder may not be assigned without the prior written consent of Discloser. This Agreement may not be changed or modified, except by an agreement in writing signed by both of the parties. The failure or delay on the part of either party to exercise any right under this Agreement shall not be deemed a waiver of any rights under this Agreement. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.\nIN WITNESS WHEREOF, the parties, by their duly authorized representatives and intending to be legally bound, hereby execute this Mutual Non-Disclosure Agreement effective as of the Effective Date.\nAIRWATCH, LLC COMPANY\nBy By\n (Authorized Signature) (Authorized Signature)\n (Print or Type Name and Title) (Print or Type Name and Title)\n (Date SIgned) (Date Signed)\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 54 - ], - [ - 55, - 86 - ], - [ - 87, - 248 - ], - [ - 249, - 1003 - ], - [ - 1004, - 1160 - ], - [ - 1160, - 1439 - ], - [ - 1439, - 1479 - ], - [ - 1480, - 1687 - ], - [ - 1688, - 2138 - ], - [ - 2139, - 2257 - ], - [ - 2258, - 2330 - ], - [ - 2330, - 2422 - ], - [ - 2422, - 2556 - ], - [ - 2556, - 2690 - ], - [ - 2690, - 2846 - ], - [ - 2846, - 3021 - ], - [ - 3022, - 3319 - ], - [ - 3319, - 3428 - ], - [ - 3428, - 4012 - ], - [ - 4013, - 4376 - ], - [ - 4376, - 4723 - ], - [ - 4724, - 4939 - ], - [ - 4939, - 5035 - ], - [ - 5036, - 5391 - ], - [ - 5391, - 5528 - ], - [ - 5528, - 5881 - ], - [ - 5882, - 6206 - ], - [ - 6207, - 6486 - ], - [ - 6487, - 6603 - ], - [ - 6603, - 6777 - ], - [ - 6777, - 7390 - ], - [ - 7391, - 7481 - ], - [ - 7482, - 7711 - ], - [ - 7711, - 7867 - ], - [ - 7867, - 7979 - ], - [ - 7979, - 8136 - ], - [ - 8136, - 8340 - ], - [ - 8341, - 8537 - ], - [ - 8538, - 8559 - ], - [ - 8560, - 8565 - ], - [ - 8566, - 8567 - ], - [ - 8567, - 8612 - ], - [ - 8613, - 8614 - ], - [ - 8614, - 8675 - ], - [ - 8676, - 8677 - ], - [ - 8677, - 8704 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 20, - 27 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 27 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 11, - 16 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.air-watch.com/downloads/legal/mnda-1110.pdf" - }, - { - "id": 180, - "file_name": "modelnondisclosureagreement1.pdf", - "text": "Office for National Statistics\nNON-DISCLOSURE AGREEMENT\nThis agreement made by and between the Office for National Statistics (hereinafter the \"ONS\") supplier name(hereinafter the \"RECIPIENT\") of (hereinafter the \"Supplier\u201d).\nWHEREAS, ONS wishes to disclose to the RECIPIENT information relating to information on requirement\nWHEREAS, the RECIPIENT wishes to receive such Information for the purpose of enabling the RECIPIENT as a supplier to the ONS, to fully comprehend\u2026. The reason why supplier needs access to the requirement\nNOW THEREFORE, the parties hereto agree as follows:\n1. The RECIPIENT shall in consideration of the disclosure of the Information for the purpose specified above hold in confidence and prevent disclosure of such information to any third-party other than the Supplier detailed herein. The RECIPIENT shall not use the Information except for the permitted purpose.\n2. The RECIPIENT and Supplier will limit access to the Information to only those of its employees, agents, sub-contractors (and employees of same) who have an absolute need to know in order to fulfil the purposes for which the Information was disclosed and shall notify such employees, agents, sub-contractors (and employees of same) of the RECIPIENT'S obligations under this Agreement.\n3. The RECIPIENT shall have no obligation with respect to such Information if such Information:\n(a) is in the public domain at the time of disclosure or becomes publicly known through no wrongful act of the RECIPIENT; or\n(b) is known to the RECIPIENT at the time of disclosure and the RECIPIENT can prove such fact to ONS's reasonable satisfaction; or\n(c) is independently developed by the RECIPIENT, provided the RECIPIENT can show that such development was accomplished without reference to or use of the Information: or\n(d) becomes known to the RECIPIENT from a source other than ONS having the rights to disclose such Information to the RECIPIENT without breach of this Agreement by the RECIPIENT.\n4. All tangible forms of the Information, such as written documentation, delivered by ONS to the RECIPIENT and all copies thereof made by the RECIPIENT pursuant to this Agreement shall be and remain the property of ONS, and all such tangible Information shall be promptly returned to ONS upon request.\n5. ONS makes no warranty regarding the accuracy or completeness of the Information provided hereunder, and accepts no responsibility for any expenses, losses or action incurred or undertaken by the RECIPIENT as a result of the receipt or use of such Information.\n6. The RECIPIENT acknowledges that all Intellectual Property Rights (IPR) in and to the Information shall at all times remain vested in ONS. However, the RECIPIENT may make as many copies of the Information as are necessary for the permitted purpose.\n7. The obligation under this Agreement shall continue for an indefinite period from the date of disclosure of Information. In the event of dispute as to the date of actual disclosure the Information, this shall be deemed to have been disclosed on the date this agreement is signed.\n8. The RECIPIENT agrees to comply fully with all relevant export laws of the United Kingdom to assure that neither the Information nor any direct product thereof are (i) exported, directly or indirectly, in violation of Export Laws; or (ii) are intended to be used for any purposes prohibited by the Export Laws.\n9. This Agreement expresses the entire Agreement and understanding between the parties and supersedes any previous understandings, commitments or agreements, oral or written, pertaining to the subject matter of this Agreement.\n10. This Agreement shall be governed by and interpreted in accordance with English Law. The RECIPIENT hereby agrees to submit itself to the exclusive jurisdiction of the English Courts in the event of any dispute.\nNotwithstanding the date of signature hereof, the Effective Date of this Agreement shall be xxxxxxxx\nSigned for : Signed for and on behalf of :\nThe RECIPIENT ONS\nSigned......................................... Signed.....................................\nTitle..\u2026\u2026\u2026\u2026\u2026......................... Title..........................................\nName ....................\u2026\u2026\u2026\u2026\u2026\u2026 Name.......................................\nDate............................................. 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It is understood and agreed to that the Parties would each like to provide the other with certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the Parties agree as follows:\n1.0 The confidential information to be disclosed under this Agreement (\u201dConfidential Information\u201d) can be described as and includes: technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as \u201cConfidential Information\u201d or proprietary at the time of its disclosure.\na. In addition to the above, Confidential Information shall also include, and the Parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.\n2.0 The Parties shall use the Confidential Information only for the purpose of evaluating a potential business, employment and/or investment relationship with the other party.\n3.0 The Parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know Confidential Information and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of the other party, which consent shall not be unreasonably withheld. The Parties shall satisfy their obligations under this paragraph if they take affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.\n4.0 This Agreement imposes no obligation upon the Parties with respect to any Confidential Information (a) that was possessed by the receiving party before receipt; (b) is, or becomes a matter of, public knowledge through no fault of the receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality to the disclosing party; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the disclosing party; or (e) is independently developed.\n5.0 The Parties warrant that they have the right to make the disclosures under this Agreement. 6.0 This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in Section 2 above. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.\n7.0 Neither party has an obligation under this Agreement to purchase any services, goods, or intangibles from the other party. Furthermore, both Parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.\n8.0 Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party\u2019s decision to use or rely on any information exchanged under this Agreement.\n9.0 The validity, construction and performance of this Agreement shall be governed by the laws, without regard to the laws as choice or conflict of laws, of the state of California. In the event of any dispute involving this Agreement, the parties hereby agree that such dispute shall be resolved in the appropriate State or Federal court, in the county of Los Angeles, state of California, and the parties hereby agree that proper venue and jurisdiction shall lie with any court of competent jurisdiction in the county of Los Angeles, state of California.\n10.0 In the event of a breach, or threatened breach of any provision of this Agreement, the non-breaching party shall give the breaching party a notice to cure within three (3) business days. In the event the breach is not cured, the non-breaching party shall have the right to bring appropriate legal action in the appropriate State or Federal court as set forth in Paragraph 9 above. The non-breaching party shall have the right to bring a temporary restraining order, preliminary injunction and permanent injunction in addition to receiving any damages which the non-breaching party may prove in the appropriate litigation identified in Paragraph 9 above.\n11.0 Binding Arbitration Provision: This paragraph is inserted for the purposes of electing binding arbitration which will prevail over the provisions in Paragraphs 9 and 10 with respect to resolution of any dispute. WWWIn order to have this Paragraph 11 in effect, upon execution of this Agreement by both parties in the signature block on Page 5, both parties must sign at the bottom of said Paragraph 11 for this Paragraph 11 to be binding. If both parties do not sign this Paragraph 11 then the provisions of Paragraphs 9 and 10 shall control. If both parties sign below in Paragraph 11 then the provisions of this paragraph with respect to conducting any dispute shall control over the litigation provisions provided in Paragraphs 9 and 10. However, the laws of California shall apply and the arbitration shall take place in Los Angeles, California as set forth below. Upon signing at the bottom of Paragraph 11 in addition to signing on Page 5, the parties agree to submit to binding arbitration in the state of California which shall be a binding arbitration proceeded to be conducted under the Commercial Arbitration Rules of the American Arbitration Association of Los Angeles, California. The subject to binding arbitration will include, without limitation, disputes regarding any breach of contract by either party or any other remedies available to a non-breaching party for failure to perform a condition of this Agreement. The parties agree that such binding arbitration shall be a final decision of the American Arbitration Association. The parties agree that arbitration will be the sole means of resolving such disputes and both parties waive any rights to resolve disputes by a court proceeding or other means and any judgment received in such binding arbitration shall be enforced in the appropriate State or Federal court. In the event of a breach of this Agreement, it is specifically agreed that the non-breaching party may bring a cause of action for a preliminary and permanent injunction in the appropriate state or federal court and thereafter submit the balance of the dispute to binding arbitration if elected under this section. Each party shall pay for one-half the cost of the arbitration. The prevailing party shall be reimbursed for said costs from the non- prevailing party.\nWe specifically elect the arbitration provision in this Agreement:\nParty 1 : Spa de Soleil Party 2: Business\n12. All notices hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, one day after delivery to a nationally recognized overnight delivery service, charges prepaid, or three days after being sent by registered or certified mail, postage prepaid, to the parties at their respective addresses set forth above and:\nIf to Spa de Soleil, to:\nSpa de Soleil, Inc.\n10443 Arminta Street\nSun Valley, California 91532\nAttention: Rena Revivo\nIf to_____, to:\nAttn:\n13. This Agreement contains the entire understanding between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both Parties.\n14. The validity, construction and performance of this Agreement shall be governed by the laws, without regard to the laws as choice or conflict of laws, of the State of California. The Parties agree that the proper venue to bring any action to enforce any provision of this Agreement shall in any court of competent jurisdiction in Los Angeles, California.\n15. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\n16. This Agreement may be executed in two or more counterpart, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.\nWHEREFORE, the Parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein. Spa De Soleil, Inc.\nA California Corporation\nBY: ______________________________________\u00a0 BY: ______________________________________\nNAME: __________________________________\u00a0 NAME: __________________________________\nTITLE: ___________________________________\u00a0 TITLE: ___________________________________\nSIGNATURE: ______________________________\u00a0 SIGNATURE: ______________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 354 - ], - [ - 354, - 395 - ], - [ - 395, - 407 - ], - [ - 407, - 511 - ], - [ - 511, - 658 - ], - [ - 658, - 800 - ], - [ - 801, - 805 - ], - [ - 805, - 1411 - ], - [ - 1412, - 1589 - ], - [ - 1589, - 1719 - ], - [ - 1719, - 1943 - ], - [ - 1944, - 1948 - ], - [ - 1948, - 2119 - ], - [ - 2120, - 2124 - ], - [ - 2124, - 2550 - ], - [ - 2550, - 2825 - ], - [ - 2826, - 2830 - ], - [ - 2830, - 2929 - ], - [ - 2929, - 2991 - ], - [ - 2991, - 3081 - ], - [ - 3081, - 3188 - ], - [ - 3188, - 3315 - ], - [ - 3315, - 3346 - ], - [ - 3347, - 3351 - ], - [ - 3351, - 3442 - ], - [ - 3442, - 3719 - ], - [ - 3719, - 3850 - ], - [ - 3851, - 3978 - ], - [ - 3978, - 4317 - ], - [ - 4318, - 4634 - ], - [ - 4635, - 4639 - ], - [ - 4639, - 4817 - ], - [ - 4817, - 5191 - ], - [ - 5192, - 5197 - ], - [ - 5197, - 5384 - ], - [ - 5384, - 5578 - ], - [ - 5578, - 5850 - ], - [ - 5851, - 5887 - ], - [ - 5887, - 6068 - ], - [ - 6068, - 6295 - ], - [ - 6295, - 6399 - ], - [ - 6399, - 6597 - ], - [ - 6597, - 6725 - ], - [ - 6725, - 7050 - ], - [ - 7050, - 7288 - ], - [ - 7288, - 7403 - ], - [ - 7403, - 7694 - ], - [ - 7694, - 8009 - ], - [ - 8009, - 8072 - ], - [ - 8072, - 8159 - ], - [ - 8160, - 8226 - ], - [ - 8227, - 8268 - ], - [ - 8269, - 8625 - ], - [ - 8626, - 8650 - ], - [ - 8651, - 8670 - ], - [ - 8671, - 8677 - ], - [ - 8677, - 8691 - ], - [ - 8692, - 8720 - ], - [ - 8721, - 8743 - ], - [ - 8744, - 8759 - ], - [ - 8760, - 8765 - ], - [ - 8766, - 8987 - ], - [ - 8987, - 9115 - ], - [ - 9116, - 9298 - ], - [ - 9298, - 9473 - ], - [ - 9474, - 9746 - ], - [ - 9747, - 9923 - ], - [ - 9924, - 10077 - ], - [ - 10077, - 10096 - ], - [ - 10097, - 10121 - ], - [ - 10122, - 10166 - ], - [ - 10166, - 10170 - ], - [ - 10170, - 10208 - ], - [ - 10209, - 10215 - ], - [ - 10215, - 10251 - ], - [ - 10251, - 10257 - ], - [ - 10257, - 10291 - ], - [ - 10292, - 10336 - ], - [ - 10336, - 10343 - ], - [ - 10343, - 10378 - ], - [ - 10379, - 10390 - ], - [ - 10390, - 10422 - ], - [ - 10422, - 10433 - ], - [ - 10433, - 10463 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 23 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9, - 10, - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 63 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.spadesoleil.com/media/downloads/mutual_non_disclosure_agreement-20171020.pdf" - }, - { - "id": 183, - "file_name": "nda_1.pdf", - "text": "Supplier Non-Disclosure Agreement\nThis Nondisclosure Agreement (\u201cAgreement\u201d) is made and entered into as of this ____ day of __________ 20__ (\u201cEffective Date\u201d) by and between Sanmina Corporation a Delaware corporation having a principal place of business at 2700 N. First Street, San Jose, California 95134 and its subsidiaries and affiliates (collectively \u201cSanmina\u201d) and ____________________________ a __________________ company/corporation (\u201cRecipient\u201d) having a principal place of business at _________________________________.\n1. Purpose of Disclosure.\nThe purpose of this Agreement is to permit the parties to evaluate whether to enter into a business relationship and related projects (the \u201cPurpose\u201d). In connection with such discussions, Sanmina may disclose Confidential Informa-tion (defined below) to Recipient.\n2. Confidential Information Defined.\n\u201cConfidential Information\u201d shall mean and include (i) samples and prototypes, (ii) all information disclosed in any form or medium (e.g., written, verbal, electronic, visual) which (a) has been identified by Sanmina as \u201cConfidential,\u201d \u201cProprietary\u201d or other appropriate legend indicating the confidential nature of the information or (b) would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, information regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, and any other business information relating to Sanmina, whether constituting a trade secret, proprietary information or otherwise, which has value to Sanmina and is treated by Sanmina as being confidential.\n3. Information That Is Not Confidential.\nInformation in the following categories shall not be considered Confidential Information under this Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b)\ninformation which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Recipient; (c) information which the Recipient can show was in the Recipient\u2019s possession before the date of disclosure under this Agreement; (d) information that the Recipient can show was acquired by the Recipient from a third party who was not known by the Recipient to be under an obligation of confidence to Sanmina; and (e) information which the Recipient can show was independently developed by the Recipient without reference to Sanmina\u2019s Confidential Information.\n4. Disclosure Period and Termination.\nThis Agreement controls Confidential Information which is disclosed from the Effective Date until terminated. Recipient\u2019s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. The parties agree that Confidential Information constituting a trade secret shall remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies as a trade secret under applicable law.\n5. Duty to Protect.\nRecipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient uses to protect its own Confidential Information of a similar nature. Recipient shall (i) limit access to all Confidential Information to its employees who shall reasonably require access to the Confidential Information for the purpose set forth above, (ii) shall insure that all such employees have signed a nondisclosure agreement in content substantially similar to this Agreement, (iii) shall use the Confidential Information solely in connection with the Purpose, and (iv) shall use due diligence to insure that all such persons comply with the provisions of this Agreement. Recipient shall be liable for any breach of this Agreement by its employees or representatives.\n6. Court Orders.\nNothing contained in this Agreement shall restrict Recipient from disclosing Confidential Information that is required to be disclosed under any subpoena or court order provided that the Recipient provides Sanmina with prompt notice so that Sanmina may, at its expense, seek a protective order or take other appropriate measures.\n7. No Further Rights or Duties Implied.\nSanmina does not warrant that the Confidential Information it discloses, either by itself or when combined with other information or when used in a particular manner, will be sufficient or suitable for the Recipient\u2019s purposes. The Confidential Information is provided \u201cAS IS\u201d with all faults. Sanmina shall not be liable for the accuracy or completeness of the Confidential Information.\nNothing contained herein shall grant a license under any patent or other intellectual property right, nor shall this Agreement or any transmission of information constitute any representation or warranty to the Recipient with respect to infringement of any intellectual property rights of others.\nSanmina has no obligation under this Agreement to purchase any item or service from the Recipient.\n8. Return of Confidential Information.\nWithin ten (10) days after any written request by Sanmina, the Recipient shall promptly return all copies of the Confidential Information except copies required for backup, disaster recovery, or business continuity and in such case the obligations hereunder shall survive until such copies are destroyed.\n9. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties agree that the state courts of Santa Clara County, California and the federal courts located in the Northern District of the State of California shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine.\n10. Remedies.\nRecipient agrees that its obligations hereunder are necessary and reasonable in order to protect Sanmina and Sanmina\u2019s business, and expressly agrees that monetary damages will be inadequate to compensate Sanmina for any breach by either party of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Sanmina and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Sanmina will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond.\n11. Export Restrictions.\nRecipient acknowledges its obligations to control access to technical data under the U.S. export laws and regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement.\n12. Entire Agreement.\nThis document contains the complete and exclusive Agreement between the parties, and it is intended to be final expression of their agreement. No promise, representation, warranty or covenant not included in this document has been or is relied upon by any party. Each party has relied upon its own examination of the warranties, representations and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be of any force unless in writing executed by all parties hereto.\n13. Notices.\nWherever one party is required or permitted or required to give written notice to the other under this Agreement, such notice will be given by hand, by certified U.S. mail, return receipt requested, by overnight courier, or by fax and addressed to the appropriate officer of such party (with a copy to the Legal Department) at the address set forth in the preamble. All such notices shall be effective upon receipt. Either party may designate a different notice address from time to time upon giving five (5) days\u2019 prior written notice thereof to the other party.\n14. Assignment.\nNeither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed. Sanmina Corporation __________________________________\nBy:______________________________ By:_______________________________\nPrinted Name:______________________ Printed Name:______________________\nTitle:_____________________________ Title:_____________________________\nDate:_____________________________ Date:_____________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 24, - 33 - ], - [ - 34, - 372 - ], - [ - 372, - 401 - ], - [ - 401, - 496 - ], - [ - 496, - 530 - ], - [ - 531, - 556 - ], - [ - 557, - 708 - ], - [ - 708, - 821 - ], - [ - 822, - 858 - ], - [ - 859, - 909 - ], - [ - 909, - 937 - ], - [ - 937, - 1040 - ], - [ - 1040, - 1193 - ], - [ - 1193, - 1248 - ], - [ - 1248, - 1980 - ], - [ - 1981, - 2021 - ], - [ - 2022, - 2133 - ], - [ - 2133, - 2228 - ], - [ - 2228, - 2231 - ], - [ - 2232, - 2367 - ], - [ - 2367, - 2498 - ], - [ - 2498, - 2682 - ], - [ - 2682, - 2828 - ], - [ - 2829, - 2866 - ], - [ - 2867, - 2977 - ], - [ - 2977, - 3146 - ], - [ - 3146, - 3252 - ], - [ - 3252, - 3496 - ], - [ - 3497, - 3516 - ], - [ - 3517, - 3841 - ], - [ - 3841, - 3857 - ], - [ - 3857, - 4024 - ], - [ - 4024, - 4156 - ], - [ - 4156, - 4244 - ], - [ - 4244, - 4351 - ], - [ - 4351, - 4446 - ], - [ - 4447, - 4463 - ], - [ - 4464, - 4515 - ], - [ - 4515, - 4793 - ], - [ - 4794, - 4833 - ], - [ - 4834, - 5062 - ], - [ - 5062, - 5128 - ], - [ - 5128, - 5221 - ], - [ - 5222, - 5518 - ], - [ - 5519, - 5617 - ], - [ - 5618, - 5656 - ], - [ - 5657, - 5961 - ], - [ - 5962, - 5979 - ], - [ - 5980, - 6137 - ], - [ - 6137, - 6426 - ], - [ - 6426, - 6665 - ], - [ - 6666, - 6679 - ], - [ - 6680, - 6974 - ], - [ - 6974, - 7438 - ], - [ - 7439, - 7463 - ], - [ - 7464, - 7696 - ], - [ - 7697, - 7718 - ], - [ - 7719, - 7862 - ], - [ - 7862, - 7982 - ], - [ - 7982, - 8123 - ], - [ - 8123, - 8241 - ], - [ - 8242, - 8254 - ], - [ - 8255, - 8621 - ], - [ - 8621, - 8671 - ], - [ - 8671, - 8818 - ], - [ - 8819, - 8834 - ], - [ - 8835, - 9056 - ], - [ - 9056, - 9076 - ], - [ - 9076, - 9110 - ], - [ - 9111, - 9145 - ], - [ - 9145, - 9179 - ], - [ - 9180, - 9216 - ], - [ - 9216, - 9251 - ], - [ - 9252, - 9288 - ], - [ - 9288, - 9323 - ], - [ - 9324, - 9359 - ], - [ - 9359, - 9393 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 44 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11, - 15 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 10, - 11, - 12, - 13, - 14 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 26, - 28, - 47 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 23 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12, - 13, - 14 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 31, - 32 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 38, - 39 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 31, - 32 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 31, - 34 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.sanmina.com/wp-content/uploads/2016/04/nda.pdf" - }, - { - "id": 184, - "file_name": "nda_11.pdf", - "text": "\u00ae\nSECURE\nTRANSPORTATION\nNon-Disclosure Agreement\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT is made with effect from..........................................between:\n1. SECURE TRANSPORTATION LIMITED whose registered office is Kemp House, 152 City Road, London, EC1V 2NX England, with company number 07256974, trading as Secure Transportation Ltd; and\n2. ..........................................................................................whose registered office or principal place of business is at ..............................................................................................................with company number.................(\"the Company\") WHEREAS\nSecure Transportation and the Company wish to enter into discussions during which it will be necessary for each party (the \"Disclosing Party\") to disclose to the other (the \"Receiving Party\") information of a confidential or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, computer software and data, physical objects and samples) provided that any disclosure of Information made in writing shall be marked confidential or with words of similar effect and that any disclosure made orally shall subsequently be reduced to writing by the Disclosing Party and marked confidential or with words of similar effect with a copy sent to the Receiving Party within 21 days of disclosure (\"Information\").\nIT IS AGREED AS FOLLOWS:\n1. This Agreement will apply to any disclosure of Information on the Effective Date and for [12] months thereafter. The opportunity to provide Information under this Agreement may be terminated at any time upon [30] days' written notice or immediately if either party has reason to believe that the other party is in breach of any of the obligations contained herein. Such termination or any expiration shall not affect any obligation imposed by this Agreement with respect to Information received prior to such termination,\n2. The Receiving Party shall keep confidential the Information for [five (5)] years from the date of disclosure, and shall not disclose the Information to any other person or company without the Disclosing Party's prior written consent, and shall not itself make any use of such Information for any purpose other than the purpose of supply of logistics services (\"the Authorised Purpose\").\n3. The Receiving Party shall: (a) take the same care in protecting the Disclosing Party's Information as it takes in protecting its own confidential information and in any event not less than that which a reasonable person or business would take in protecting its own confidential information; (b) only disclose Information on a need-to-know basis to such of their employees, agents, consultants and contractors as are under similar obligations of confidentiality as contained in this Agreement including, but not limited to, the use of the Information for the Authorised Purpose only; and (c) forthwith upon receipt of a written request from the Disclosing Party or upon termination:\n(i) return all information supplied by the Disclosing Party as well as items and materials relating to or derived from the Information;\n(ii) deliver to the Disclosing Party or at its request destroy immediately all items and materials made by the Receiving Party containing Information, that are not returned pursuant to paragraph (i) above;\n(iii) not keep copies or duplicates of any items or materials referred to in paragraphs (i) or (ii) above; and\n(iv) provide a certificate signed by a senior officer of the Receiving Party confirming that the provisions of this clause have been complied with.\n4. This Agreement shall not apply to any Information which the Receiving Party: (a) can show is or becomes publicly available through no fault of the Receiving Party; (b) can show was in its possession prior to the date of disclosure; (c) may subsequently receive from any third party legally in possession of the Information and who was not restricted from disclosing it; (d) can show is independently acquired by the Receiving Party as a result of work carried out by an employee, consultant or contractor of the Receiving Party to whom no disclosure of Information has been made; or (e) is required to disclose pursuant to a court order or relevant stock exchange provided that the Receiving Party shall have given prior written notice to the Disclosing Party.\n5. This Agreement shall not be deemed to confer or imply the grant or agreement to grant by the Disclosing Party to the Receiving Party of any of its rights under copyright, patents, trademarks, design rights or other similar rights. AH Information supplied hereunder is supplied on an \"as is\" basis and the Disclosing Party gives no representation or warranty as to its accuracy, completeness or fitness for any purpose. The Disclosing Party shall not be liable for any loss or damage suffered by the Receiving Party as a result of the Receiving Party's use of the Information.\n6. This Agreement does not create any agency or partnership relationship. This Agreement will not be assignable or transferable by either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties.\n7. Notices shall be delivered personally, or by prepaid first class mail, or transmitted by email to the parties at such address or number as the parties shall specify from time to time.\n8. The Agreement is governed by and shall be construed in accordance with the laws of England and the parties submit to the nonexclusive jurisdiction of the English Courts. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This Agreement contains the entire understanding relative to the protection of the Information covered by this Agreement, is executed by authorised representatives of each party and supersedes all prior and collateral communications, reports and understandings, if any, between the parties regarding the Information.\nFor and on behalf of For and on behalf of\nSECURE TRANSPORTATION LIMITED _________________________________\nSigned __________________________ Signed __________________________\nName __________________________ Name __________________________\nTitle __________________________ Title __________________________\nDate __________________________ Date __________________________\n", - "spans": [ - [ - 0, - 1 - ], - [ - 2, - 8 - ], - [ - 9, - 23 - ], - [ - 24, - 39 - ], - [ - 39, - 48 - ], - [ - 49, - 86 - ], - [ - 86, - 160 - ], - [ - 161, - 345 - ], - [ - 346, - 662 - ], - [ - 662, - 669 - ], - [ - 670, - 1425 - ], - [ - 1426, - 1450 - ], - [ - 1451, - 1567 - ], - [ - 1567, - 1819 - ], - [ - 1819, - 1975 - ], - [ - 1976, - 2365 - ], - [ - 2366, - 2396 - ], - [ - 2396, - 2660 - ], - [ - 2660, - 2956 - ], - [ - 2956, - 3050 - ], - [ - 3051, - 3186 - ], - [ - 3187, - 3382 - ], - [ - 3382, - 3392 - ], - [ - 3393, - 3481 - ], - [ - 3481, - 3488 - ], - [ - 3488, - 3503 - ], - [ - 3504, - 3651 - ], - [ - 3652, - 3732 - ], - [ - 3732, - 3819 - ], - [ - 3819, - 3887 - ], - [ - 3887, - 4025 - ], - [ - 4025, - 4238 - ], - [ - 4238, - 4415 - ], - [ - 4416, - 4650 - ], - [ - 4650, - 4838 - ], - [ - 4838, - 4994 - ], - [ - 4995, - 5069 - ], - [ - 5069, - 5140 - ], - [ - 5140, - 5248 - ], - [ - 5249, - 5435 - ], - [ - 5436, - 5609 - ], - [ - 5609, - 5759 - ], - [ - 5759, - 6075 - ], - [ - 6076, - 6117 - ], - [ - 6118, - 6148 - ], - [ - 6148, - 6181 - ], - [ - 6182, - 6189 - ], - [ - 6189, - 6216 - ], - [ - 6216, - 6223 - ], - [ - 6223, - 6249 - ], - [ - 6250, - 6255 - ], - [ - 6255, - 6282 - ], - [ - 6282, - 6287 - ], - [ - 6287, - 6313 - ], - [ - 6314, - 6320 - ], - [ - 6320, - 6347 - ], - [ - 6347, - 6353 - ], - [ - 6353, - 6379 - ], - [ - 6380, - 6385 - ], - [ - 6385, - 6412 - ], - [ - 6412, - 6417 - ], - [ - 6417, - 6443 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 31 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 16, - 19, - 20, - 21, - 22, - 23, - 24, - 25 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 16, - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27, - 32 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 30 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.secure-transportation.co.uk/uploads/3/1/0/8/31083899/nda.pdf" - }, - { - "id": 186, - "file_name": "nda_16.pdf", - "text": "Non-Disclosure Agreement (NDA)\nBetween\nCentral Denmark Region\nBusiness reg.-no. 29190925\nSkottenborg 26\nDK-8800 Viborg\n (hereinafter referred to as \u201dCentral Denmark Region\u201d)\nand\nName: ____________________________\nBusiness reg. no. _________________\nAddress: __________________________\nCountry: ___________________________\n(hereinafter referred to as \u201cthe Tenderer\u201d)\n(each a \"Party\" and together the \"Parties\")\nthis Non-Disclosure Agreement has been entered into in connection with \"Udbud, hardware til pr\u00e6hospitale k\u00f8ret\u00f8jer (ambulancer, akutl\u00e6gebiler mv.)\".\n1. Confidentiality undertakings\n1.1\nIn this Agreement \"Confidential Information\" shall, with respect to each Party, mean any and all information which a Party, its directors, employees, representatives or advisors, have received or shall receive in connection with the Business Purpose from the other Party (whether disclosed or obtained in writing, orally, in electronic form, by demonstration or otherwise or in other forms) which (i) by its nature should be treated confidentially or (ii) which have been marked or otherwise designated by the disclosing Party as confidential prior to or after disclosure or receipt. Confidential Information shall furthermore include any and all information regarding the existence, nature, subject matter, or progress of or relating to the Business Purpose.\nHowever, Confidential Information shall not include such information which (i) is or has become publicly known other than through a breach of a confidentiality obligation, (ii) has been received from an independent third party without any restrictions or obligation of confidentiality, or (iii) which the receiving Party can demonstrate has been independently developed by that Party prior to disclosure.\n1.2\nIn consideration of the Parties\u2019 making available to each other Confidential Information as defined in Sub-clause 1.1, each Party hereby agrees to the following confidentiality undertakings for and on behalf of itself and for and on behalf of the Party\u2019s employees, advisors and representatives:\n\u2022 All Confidential Information received by a Party shall be held in complete confidence by such Party and by the Party\u2019s directors, employees, advisors or representatives, and shall not without the prior written consent of the other Party be used for any purpose other than in connection with the purpose for which such Confidential Information was disclosed or received.\n\u2022 A Party shall not disclose any Confidential Information received by it to any person other than those of Party\u2019s employees, advisors and representatives who are directly concerned with the purpose for which such Confidential Information was disclosed or received and who need to know such Confidential Information.\n\u2022 Each Party shall ensure (i) that all persons mentioned in Paragraph 1.2.2 above are made aware, prior to any disclosure, of the confidential nature of the Confidential Information and of the contents of this Agreement and (ii) [that such persons are bound by confidentially with respect to the Confidential Information as If they were a party to this Agreement.\n\u2022 The Parties shall have in effect and maintain adequate security measures to safeguard the Confidential Information from unauthorized access, disclosure, use, and/or misappropriation.\n1.3\nNotwithstanding Sub-clause 1.1, the obligations undertaken by a Party under this Agreement to maintain confidentiality shall not apply to the extent that the Party is or becomes under an obligation to disclose Confidential Information (i) by order of a court of competent jurisdiction, or (ii) under statutory law including according to The Danish Access to Public Administration Files Act, provided that where possible the Party shall first notify the other Party of such obligation and upon request allow the other Party to advance any defense against such obligation where appropriate. In any event, a Party shall notify the other Party of any disclosure made under this Sub-clause 1.3 promptly after disclosure.\n1.4\nA Party shall promptly notify the other Party of, without limitation, any unauthorized access, use, copying or disclosure of Confidential Information of which a Party becomes aware and shall use its best endeavors to terminate such access, use etc. and shall provide all reasonable assistance requested by the other Party in this connection.\n2. Intellectual property rights\n2.1\nAll right, title and interest (including without limitation all intellectual property and other proprietary rights) throughout the world in and to any and all Confidential Information disclosed by a Party as well as inventions, discoveries, improvements, ideas, concepts, designs, know-how, data, code, software, products, information, documentation, techniques, materials and/or other work product in any form and on whatever media and any enhancements, upgrades, modifications and/or alterations thereto in any form, created, conceived, prepared, made, developed, originated and/or delivered (in whole or in part) by or for a Party shall belong exclusively and absolutely to such Party, its sub-contractors and/or licensors (as the case may be).\n2.2\nNothing in this Agreement shall grant or be construed as granting or conferring to a Party any rights, licenses of whatsoever nature, expressly or implied, in the other Party\u2019s intellectual property and Confidential Information.\n2.3\nTo the extent a Party receives software programs from the other Party, the receiving Party is not entitled to carry out reverse engineering of any such software programs or parts thereof, or to utilize such software programs for purposes other than those for which they were clearly and evidently disclosed or received.\n2.4\nEach Party shall not make, nor permit others to make, any references to or use the name of the other Party in any public announcements, promotional, marketing or sales material or efforts without the prior written consent (in each instance) from the other Party.\n3. Remedies\n3.1\nEach Party shall be liable in accordance with Danish law for damages (including claims, expenses and indirect losses of whatsoever nature) arising out of or in connection with that Party\u2019s breach of its obligations under this Agreement, without prejudice to other rights and remedies available including, but not limited to, restrictive injunction and other equitable relief.\n3.2\nA Party\u2019s payment of damages or the application of any other remedies shall not release such Party from its obligations of confidentiality as set forth in this Agreement.\n3.3\nThe Parties make no warranties, expressly or implied, in this Agreement with respect to the accuracy and completeness of and ownership or rightful access to the Confidential Information, and shall bear no responsibility in this respect.\n4. Law and venue\n4.1\nThis Agreement shall be governed by and construed in accordance with Danish law.\n4.2\nAny dispute arising between the Parties under or as a result of this Agreement shall be settled by Danish Institute of Arbitration in accordance with the rules of the Danish Institute of Arbitration in force at the time when such proceedings are commenced. However, restrictive injunctions and similar actions may be sought from any court of competent jurisdiction.\n5. Effect\nThis Agreement shall become effective upon signing, but shall apply also to Confidential Information disclosed to or received by a Party prior to signing.\n , on _______________ , on\n_______________\nFor Central Denmark Region For\n____________________________________ __________________________________\n [Name]\n", - "spans": [ - [ - 0, - 30 - ], - [ - 31, - 38 - ], - [ - 39, - 61 - ], - [ - 62, - 88 - ], - [ - 89, - 103 - ], - [ - 104, - 118 - ], - [ - 119, - 120 - ], - [ - 120, - 173 - ], - [ - 174, - 177 - ], - [ - 178, - 184 - ], - [ - 184, - 212 - ], - [ - 213, - 231 - ], - [ - 231, - 248 - ], - [ - 249, - 258 - ], - [ - 258, - 284 - ], - [ - 285, - 294 - ], - [ - 294, - 321 - ], - [ - 322, - 365 - ], - [ - 366, - 409 - ], - [ - 410, - 430 - ], - [ - 430, - 558 - ], - [ - 559, - 590 - ], - [ - 591, - 594 - ], - [ - 595, - 992 - ], - [ - 992, - 1046 - ], - [ - 1046, - 1179 - ], - [ - 1179, - 1354 - ], - [ - 1355, - 1430 - ], - [ - 1430, - 1527 - ], - [ - 1527, - 1644 - ], - [ - 1644, - 1759 - ], - [ - 1760, - 1763 - ], - [ - 1764, - 2059 - ], - [ - 2060, - 2431 - ], - [ - 2432, - 2748 - ], - [ - 2749, - 2775 - ], - [ - 2775, - 2973 - ], - [ - 2973, - 3112 - ], - [ - 3113, - 3297 - ], - [ - 3298, - 3301 - ], - [ - 3302, - 3537 - ], - [ - 3537, - 3591 - ], - [ - 3591, - 3891 - ], - [ - 3891, - 4017 - ], - [ - 4018, - 4021 - ], - [ - 4022, - 4363 - ], - [ - 4364, - 4395 - ], - [ - 4396, - 4399 - ], - [ - 4400, - 5147 - ], - [ - 5148, - 5151 - ], - [ - 5152, - 5380 - ], - [ - 5381, - 5384 - ], - [ - 5385, - 5704 - ], - [ - 5705, - 5708 - ], - [ - 5709, - 5971 - ], - [ - 5972, - 5983 - ], - [ - 5984, - 5987 - ], - [ - 5988, - 6363 - ], - [ - 6364, - 6367 - ], - [ - 6368, - 6538 - ], - [ - 6539, - 6542 - ], - [ - 6543, - 6779 - ], - [ - 6780, - 6796 - ], - [ - 6797, - 6800 - ], - [ - 6801, - 6881 - ], - [ - 6882, - 6885 - ], - [ - 6886, - 7143 - ], - [ - 7143, - 7251 - ], - [ - 7252, - 7261 - ], - [ - 7262, - 7416 - ], - [ - 7417, - 7418 - ], - [ - 7418, - 7443 - ], - [ - 7444, - 7459 - ], - [ - 7460, - 7490 - ], - [ - 7491, - 7528 - ], - [ - 7528, - 7562 - ], - [ - 7563, - 7564 - ], - [ - 7564, - 7570 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 52 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 48, - 50 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 23, - 24, - 25 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 27, - 30 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 40, - 41, - 42, - 43 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 29 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 33, - 52 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.rm.dk/siteassets/om-os/a_udbud/hardware-til-prahospitale-koretojer_2/nda.pdf" - }, - { - "id": 187, - "file_name": "nda_2.pdf", - "text": "NON \u2013 DISCLOSURE AGREEMENT\n This agreement made this __________ day of ___________ , 20__, by and between:______________________, (\u201cWriter\u201d), and __________________ (\u201cProducer\u2019), .\nWhereas, Writer has written a script (\u201cSubmission\u201d) for a possible future theatrical or motion picture production.\n Whereas, Writer wishes Producer to evaluate said \u201cSubmission\u201d for the sole purpose of determining whether said Submission may be further developed into a motion picture (\u201cProject\u201d).\nNOW, THEREAFTER, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:\n1. 1. All information disclosed by Writer to Producer, in writing, whether or not such information is also disclosed orally, that relates or refers, directly or indirectly, to the Submission, including the Submission itself, shall be deemed confidential and shall constitute Confidential Information, and shall include (i) all documents generated by Producer which contain, comment upon, or relate in any way to any Confidential Information received form Writer, and (ii) any written samples of the Submission received from Writer together with any information derived by Producer there from. .2. Confidential Information shall not include any information:\n .(i) That Producer can show by documentary evidence was known to Producer or prior to the date of its disclosure to Producer by Writer or\n .(ii) That becomes publicly known, by publication or otherwise, not due to any unauthorized act or omission of Producer or any other party having an obligation of confidentiality to Writer; or,\n .(iii) That is subsequently disclos3ed by Writer to any person, firm or corporation on a on-confidential basis; or\n .(iv) That producer can conclusively show by documentary evidence that such information was developed independent of any access to the Confidential Information.\n2. 3. Writer will disclose the Confidential Information to Producer solely for the purpose of allowing Producer to evaluate the Submission to determine, in its sole discretion, whether the Submission may be further developed into a Project.\n3. 4. Producer agrees to accept disclosure of the Confidential Information and to exercise the same degree of care to maintain the Confidential Information secret and confidential as is employed by Producer to preserve and safeguard its own materials and confidential information.\n4. 5. The Confidential Information shall remain the property of Writer and shall not be disclosed or revealed by Producer or anyone else except employees of Producer who have a need to know the information in connection with Producer\u2019s evaluation of the Submission, and who have entered into a secrecy agreement with Producer under which such employees are required to keep confidential the Confidential Information of Writer, and such employees shall be advised by Producer of the confidential nature of the information and that the information shall be treated accordingly. Producer shall be liable for any improper disclosure of the Confidential Information by its employees.\n .6. (i) Producer shall notify Writer of any determination it may arrive at with respect to the further development of the submission, provided, however, that, in doing so, Producer shall not directly or indirectly disclose any Confidential Information to any third party, without the consent of Writer. .(ii) If Producer determines that the Submission cannot be further developed into a Project, within <\u2026.> months of the receipt of the Submission, Producer shall within five (5) business days after such determination return any and all Confidential Information to Writer, along with all copies or derivatives thereof and all writings generated by Producer in connection with Producer\u2019s evaluation of the Submission or the Confidential Information.\n5. 7. If Producer determines that the Submission is suitable for further development into a Project, Producer and Writer will attempt to agree on a schedule for development, and compensation to Writer for the submission.\n6. 8. Other than as specifically provided herein, Producer will not use the Confidential Information for any purpose whatsoever other than for the sole purpose permitted in paragraph 3 hereof, unless and until a further executed agreement is first made between the parties setting forth the terms and conditions under which rights to the Submission and the Confidential Information are to be licensed to, or acquired by, Producer.\n7. 9. Writer agrees that it will not contact any party or parties other than Producer concerning the Confidential Information without prior written authorization from Producer during the term of this agreement.\n .10. Producer\u2019s obligations under paragraphs 3,4, and 8 of this agreement shall extend from the date of this agreement and shall survive the expiration or termination of this agreement, provided, however, that Producer\u2019s obligations under paragraphs 3 and 4 of this agreement shall terminate immediately in the event that Writer .shall purposefully disclose the Confidential Information to any other person, firm, or corporation on a non-confidential basis, during the term of this Agreement.\n8. 11. Writer hereby expressly warrants that it has the full right and authority to disclose the Confidential Information to Producer, and that no prior public non-confidential disclosure of the Confidential Information ahs been made by Writer nor, to the best of Writer\u2019s knowledge, by any other party.\n9. 12. Nothing in this agreement shall be deemed a sale or offer for sale of the Submission, and nothing contained herein shall in any way obligate Writer to grant to Producer a license or any other rights, directly or by implication, estoppel or otherwise to the Confidential Information or the Submission.\n10. 13. Subject to paragraph 10 above, this agreement shall terminate ________ years from the date of this agreement, unless extended by mutual agreement of the parties. This agreement may be terminated prior to the expiration of __________ from the date this agreement by either Writer or Producer upon thirty (30) days\u2019 written notice to the other parties of an intention to terminate.\n11. 14. This agreement sets forth the entire agreement between the parties and may not be amended or modified except by a writing signed by all of the parties.\n12. 15. This agreement shall be governed by the laws of the State of California without regard to the conflict of laws provisions thereof.\n13. 16. This agreement may be executed in counterparts.\nIN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first above written.\nWRITER PRODUCER\nBy: By:\nName: Name:\nTitle:\nDate: Date:\n", - "spans": [ - [ - 0, - 26 - ], - [ - 27, - 28 - ], - [ - 28, - 180 - ], - [ - 181, - 295 - ], - [ - 296, - 297 - ], - [ - 297, - 478 - ], - [ - 479, - 597 - ], - [ - 598, - 604 - ], - [ - 604, - 917 - ], - [ - 917, - 1065 - ], - [ - 1065, - 1191 - ], - [ - 1191, - 1254 - ], - [ - 1255, - 1256 - ], - [ - 1256, - 1257 - ], - [ - 1257, - 1393 - ], - [ - 1394, - 1395 - ], - [ - 1395, - 1396 - ], - [ - 1396, - 1588 - ], - [ - 1589, - 1590 - ], - [ - 1590, - 1591 - ], - [ - 1591, - 1704 - ], - [ - 1705, - 1706 - ], - [ - 1706, - 1707 - ], - [ - 1707, - 1866 - ], - [ - 1867, - 1873 - ], - [ - 1873, - 2107 - ], - [ - 2108, - 2114 - ], - [ - 2114, - 2388 - ], - [ - 2389, - 2395 - ], - [ - 2395, - 2965 - ], - [ - 2965, - 3067 - ], - [ - 3068, - 3069 - ], - [ - 3069, - 3073 - ], - [ - 3073, - 3372 - ], - [ - 3372, - 3373 - ], - [ - 3373, - 3818 - ], - [ - 3819, - 3825 - ], - [ - 3825, - 4039 - ], - [ - 4040, - 4046 - ], - [ - 4046, - 4470 - ], - [ - 4471, - 4477 - ], - [ - 4477, - 4681 - ], - [ - 4682, - 4683 - ], - [ - 4683, - 5175 - ], - [ - 5176, - 5183 - ], - [ - 5183, - 5479 - ], - [ - 5480, - 5487 - ], - [ - 5487, - 5787 - ], - [ - 5788, - 5796 - ], - [ - 5796, - 5958 - ], - [ - 5958, - 6175 - ], - [ - 6176, - 6184 - ], - [ - 6184, - 6335 - ], - [ - 6336, - 6344 - ], - [ - 6344, - 6474 - ], - [ - 6475, - 6483 - ], - [ - 6483, - 6530 - ], - [ - 6531, - 6635 - ], - [ - 6636, - 6651 - ], - [ - 6652, - 6659 - ], - [ - 6660, - 6671 - ], - [ - 6672, - 6678 - ], - [ - 6679, - 6690 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29, - 47 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 43 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 35 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 29, - 33 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25, - 39 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.sonnyboo.com/downloads/individ/nda.pdf" - }, - { - "id": 188, - "file_name": "nda_3.pdf", - "text": "AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN) NON-DISCLOSURE AGREEMENT\nThis is an Agreement between the American Registry for Internet Numbers (hereinafter referred to as ARIN) and (hereinafter referred to as Applicant). It is recognized that it may be desirable for the Applicant to provide ARIN with specific proprietary information for the purpose of ARIN's allocation of IP address space. W ith respect to such information the parties agree as follows:\n(1) \"Proprietary Information\" shall be defined as and limited to, (a) network engineering plans, including subnets, and host counts, and hosts per subnet with projected utilization rates and associated confidence levels of those projections for one and two years in the future; (b) deployment schedules for the network, including major milestones for each subnet; (c) network topology diagrams originated by the Applicant, not previously published or otherwise disclosed to the general public, not previously available without restriction to ARIN or others, and not normally furnished to others without compensation; and (d) such other information which the Applicant desires to protect against unrestricted disclosure or competitive use, and which the parties mutually agree shall be furnished pursuant to this Non-Disclosure Agreement and which is appropriately identified as being proprietary when initially furnished to ARIN.\n(2) In order for Proprietary Information disclosed by the Applicant to ARIN to be protected in accordance with this Non-Disclosure Agreement, it must be: (a) in writing; (b) clearly identified as Proprietary Information at the time of its disclosure by each page thereof being marked with an appropriate legend, in bold faced print, indicating that the information is deemed proprietary by the Applicant; and (c) delivered by electronic mail, ARIN Online ticket, postal or courier service, or facsimile to the individual designated in Paragraph 3 below, or his designee.\nWhere the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally and with prior assertion of proprietary rights therein, such orally disclosed proprietary information shall only be protected in accordance with this Non-Disclosure Agreement provided that complete written summaries of all proprietary aspects of any such oral disclosures shall have been delivered by Applicant to the individual identified in Paragraph 3 below, within 20 calendar days of said oral disclosures. The Applicant shall not identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims.\n(3) In order for the Applicant's Proprietary Information to be protected as described herein, the Proprietary Information must be delivered in written form as discussed in Paragraph 2 above to:\nAmerican Registry for Internet Numbers\nAttn: Business Office\nPO Box 232290\nCentreville, VA 20120 USA\n(4) ARIN covenants and agrees that it will take reasonable care to prevent the disclosure to any person or persons outside its organization or to any unauthorized person or persons specifically identified by Applicant in writing, any and all Proprietary Information which is received from the Applicant under this Non-Disclosure Agreement and which has been protected in accordance with paragraphs 2 and 3 hereof; provided, however, that ARIN shall not be liable for disclosure of such information if any or all of such information:\nA. W as in the public domain at the time it was disclosed, or\nB. Becomes part of the public domain without breach of this Agreement, or\nC. Is disclosed with the written approval of the Applicant, or\nD. Is disclosed after three years from ARIN's receipt of the information, or\nE. W as independently developed by ARIN, or\nF. Is or was disclosed by the Applicant to a third party without restriction, or\nG. Is disclosed pursuant to the provisions of a court order.\nAs between the parties hereto, the provisions of this Paragraph 4 shall supersede the provisions of any inconsistent legend that may be affixed to said data by the Applicant, and the inconsistent provisions of any such legend shall be without any force or effect.\nAny Protected Information provided by the Applicant to ARIN shall be used only in furtherance of the purposes described in this Agreement, and shall be, upon written request at any time, returned to the Applicant. ARIN may discard or destroy any protected information three years after receiving it, provided Applicant has not requested ARIN to return the information before that time.\n(5) The standard of care for protecting Proprietary Information imposed on ARIN will be that degree of care ARIN uses to prevent disclosure, publication or dissemination of its own Proprietary Information.\n(6) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be provided to ARIN by the Applicant, and supersedes all prior or contemporaneous oral or written understandings or arguments regarding this issue. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the parties.\n(7) The effective date of this Non-Disclosure Agreement shall be the date upon which the last signatory below executes this Agreement.\n(8) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the State of Virginia, without regard for Virginia's choice of law rules.\n(9) This Non-Disclosure Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party, which consent shall not unreasonably be withheld. This consent requirement shall not apply in the event either party shall change its corporate name or merge with another corporation. This Non-Disclosure Agreement shall benefit and be binding upon the successors and assigns of the parties hereto.\n(10) Under no circumstances, including negligence, shall ARIN be liable for any indirect, incidental, consequential, punitive or special damages for any breach of this agreement, even if ARIN has been advised of the possibility of such damages.\nTHE AMERICAN REGISTRY FOR INTERNET NUMBERS (ARIN)\nName:\nSigned: Date:\nTitle:\nAddress: PO Box 232290, Centreville, VA 20120 USA\nFax: (703) 997-8708\nAPPLICA N T\nCompany Name: Org-ID (if known):\nAuthorized Signer (print): Ticket No. (if applicable):\nSigned: Date:\nTitle: E-Mail:\nAddress: Phone: Fax:\n", - "spans": [ - [ - 0, - 70 - ], - [ - 71, - 221 - ], - [ - 221, - 393 - ], - [ - 393, - 456 - ], - [ - 457, - 523 - ], - [ - 523, - 735 - ], - [ - 735, - 821 - ], - [ - 821, - 1078 - ], - [ - 1078, - 1386 - ], - [ - 1387, - 1541 - ], - [ - 1541, - 1557 - ], - [ - 1557, - 1796 - ], - [ - 1796, - 1957 - ], - [ - 1958, - 2515 - ], - [ - 2515, - 2720 - ], - [ - 2721, - 2914 - ], - [ - 2915, - 2953 - ], - [ - 2954, - 2975 - ], - [ - 2976, - 2989 - ], - [ - 2990, - 3015 - ], - [ - 3016, - 3548 - ], - [ - 3549, - 3610 - ], - [ - 3611, - 3684 - ], - [ - 3685, - 3747 - ], - [ - 3748, - 3824 - ], - [ - 3825, - 3868 - ], - [ - 3869, - 3949 - ], - [ - 3950, - 4010 - ], - [ - 4011, - 4274 - ], - [ - 4275, - 4489 - ], - [ - 4489, - 4660 - ], - [ - 4661, - 4866 - ], - [ - 4867, - 4891 - ], - [ - 4891, - 5124 - ], - [ - 5124, - 5243 - ], - [ - 5244, - 5378 - ], - [ - 5379, - 5403 - ], - [ - 5403, - 5549 - ], - [ - 5550, - 5574 - ], - [ - 5574, - 5777 - ], - [ - 5777, - 5911 - ], - [ - 5911, - 6024 - ], - [ - 6025, - 6269 - ], - [ - 6270, - 6319 - ], - [ - 6320, - 6325 - ], - [ - 6326, - 6339 - ], - [ - 6340, - 6346 - ], - [ - 6347, - 6396 - ], - [ - 6397, - 6402 - ], - [ - 6402, - 6416 - ], - [ - 6417, - 6428 - ], - [ - 6429, - 6461 - ], - [ - 6462, - 6516 - ], - [ - 6517, - 6530 - ], - [ - 6531, - 6545 - ], - [ - 6546, - 6566 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4, - 5, - 6, - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 9, - 11 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 20, - 25 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 29 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.arin.net/about/corporate/agreements/nda.pdf" - }, - { - "id": 189, - "file_name": "nda_8.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis document is provided in good faith but no warranty, expressed or implied, is given that the information is complete or accurate nor that it is fit for a particular purpose. WareWorks Ltd hereby excludes liability for any claims, losses, demands or damages or any kind whatsoever with respect to this service, including (without loss of generality) direct, indirect, incidental or consequential loss or damages, consequential damages or loss of profits.\nThis agreement is entered into as of ??/??/???? by and between:\n(1) COMPANY A FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (\u201cCOMPANY A\u201d); and\n(2) COMPANY B FULL NAME a company duly incorporated under the laws of England, with a registration number ???????? (\u201cCOMPANY B\u201d).\nWHEREAS COMPANY A and COMPANY B intend to disclose to each other certain information for the development and marketing of communication, audio, security and other added value products (the \u201cPurpose\u201d); and\nWHEREAS it is vital to the commercial interests of COMPANY A and COMPANY B that both parties recognise the strictly secret and confidential nature, as well as ownership, of the Information (as defined herein) to which each party may have access or which may be disclosed pursuant to the Purpose.\nNOW THEREFORE, this agreement witnesseth that in consideration of the premises and agreements herein, the parties hereby agree as follows:\n1. In this agreement, \u201cInformation\u201d shall mean the whole or any portion of any knowledge, data or information relating to the activities or business of each party which may be in tangible or intangible form, expressed orally, in writing or in any other form (whether or not marked confidential) including, but not limited to, financial information and data, business and financial plans, budgets, prices, marketing plans, market information, strategic information, information concerning customers, bookings and revenues, samples, trade secrets, technical information, drawings, sketches, data, techniques, studies, processes, systems, ideas, know-how, industry affiliations, photographs, computer programs, models, source codes, object codes, manuals, tape recordings and any documentation or other form of record.\n2. This agreement shall govern the terms under which one party discloses Information to the other party in relation to the Purpose, regardless of whether the disclosure takes place before or after the date of this agreement.\n3. The Information of each party is and shall remain that party\u2019s sole, exclusive and valuable property. Nothing in this Agreement or in any disclosures of Information by either party shall be construed as granting or conferring to the other party any license, rights, title or any interest whatsoever in any such Information.\n4. Each party shall hold in trust and confidence and protect and treat as strictly secret and confidential at all times the Information received from the other party, and in respect of such Information, each party agrees that it:\n(a) shall not directly or indirectly disclose, verbally, in writing or in any other form, or allow the Information to be disclosed to any other person, firm or company;\n(b) shall keep secret and shall not use, manipulate or exploit the Information, except for the Purpose and then only in strict accordance with the Purpose and the terms of this Agreement;\n(c) shall restrict disclosure of the Information to such of its employees or consultants or subcontractors who need to know for the Purpose and shall procure that such persons observe fully the provisions of this Agreement as if they were themselves parties to it;\n(d) shall not copy, store or distribute any Information or allow any Information to be copied, stored or distributed except for such copies, storage or distribution as are strictly required for the Purpose;\n(e) shall protect the commercial interest of the disclosing party and shall take the same precautions to protect the Information as a careful and prudent person would be expected to employ for its own business and confidential information and, in doing so, shall use reasonable care to protect the Information from unauthorised use, harm, exploitation, manipulation, modification, interference, misuse, misappropriation, copy or disclosure whatsoever, except as specifically authorised by the disclosing party in writing;\n(f) shall keep all Information that is electronically stored in a tangible form segregated from all of its own property and in a safe and secure environment and protect and keep safe all such Information from any loss, harm, theft, unauthorised use, tampering, sabotage, unauthorised duplication, destruction, damage or interference whatsoever\n(g) shall, upon demand, inform the disclosing party of the location of the Information and the measures that it has taken to preserve its confidentiality;\n(h) shall return to the disclosing party all Information, copies and tangible manifestations thereof, in any form whatsoever, and delete all Information from all retrieval systems and databases or destroy the same immediately upon the direction of the disclosing party, and furnish to the disclosing party, immediately upon its request, a certificate of a senior officer or director attesting to such return, deletion or destruction, as the case may be;\n(i) shall treat communications with the other party as confidential and utilise reasonable care in maintaining the confidentiality of communications even if they do not include Information: and\n(j) shall be liable to the other party for compliance with the terms and conditions of this Agreement, and shall fully indemnify the other party and hold it harmless from damages (including lawyers\u2019 fees and disbursements) incurred as a result of a breach of this Agreement.\n5. The obligations contained herein shall not apply to Information which:\n(a) at the time of disclosure, is within the public domain or which, after disclosure, becomes rightfully available to the public, other than by a breach of this Agreement;\n(b) was independently developed or acquired by the receiving party, other than by a breach of this Agreement;\n(c) was rightfully obtained by the receiving party from a third party without restrictions in respect to disclosure or use;\n(d) the receiving party is by law compelled to disclose, provided that the receiving party has forthwith notified the disclosing party of any such compelled disclosure when the receiving party first becomes aware of any such legal obligation to disclose: or\n(e) is explicitly approved for release by written authorisation of the disclosing party.\n6. The parties\u2019 obligations hereunder shall:\n(a) be unlimited in territory;\n(b) only expire ten (10) years from the date of this Agreement or in the case of technical Information at the end of the commercial usefulness to the disclosing party; and\n(c) survive the termination of this Agreement for any reason whatsoever.\n7. The parties acknowledge that the obligations contained herein are entirely reasonable and necessary in order to protect the legitimate commercial, trade, business and technical interests of the disclosing party and the expiration of such obligations is without prejudice to any rights which the disclosing party may have in relation to the Information under applicable Intellectual Property law.\n8. The parties acknowledge that a violation by the receiving party of its obligations contained herein may cause serious harm to the disclosing party that damages may be insufficient to constitute an adequate remedy. The parties agree that they shall be entitled, in addition to all other rights provided by law or by this Agreement, including monetary damages, to obtain a permanent injunction or mandatory court order to prevent the violation of the obligations contained herein.\n9. The parties acknowledge that no representation or warranty has been made as to the accuracy or completeness of any Information which may be supplied and it is agreed that neither party shall have any liability, direct or indirect, to the other as a result of the use of the Information.\n10. The parties understand and agree that no contract or agreement with regard to the Purpose, nor any other undertaking or arrangement involving the parties, is deemed to have been made or entered into by reason of this Agreement.\n11. If another agreement exists between the parties, which relates in any way to Information, it shall be interpreted along with this Agreement so as to favour the protection of the secrecy, confidentiality and proprietary nature of the Information.\n12. Notices shall be deemed sufficiently given when delivered by hand, by fax or by registered mail to the following addresses\nIf to COMPANY A at:\nAddress Line 1\nAddress Line 2\nAddress Line 3\nAddress Line 4\nAnd if to COMPANY B at:\nAddress Line 1\nAddress Line 2\nAddress Line 3\nAddress Line 4\nThe addresses and persons for whose attention notices are to be sent may be changed at any time by notice given in accordance with this Section:\n13. The parties shall do all such things and provide all such further and other assurances as may be reasonably required in order to give effect to the purpose and intent of this Agreement.\n14. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Neither party shall assign, transfer or otherwise alienate its rights and obligations hereunder in whole or in part, without the prior written consent of the other party.\n15. The recitals shall form part of this Agreement as if repeated at length in this Agreement.\n16. This Agreement may be executed in one or more counterparts each of which when so executed shall be deemed to be an original and such counterparts together shall constitute but one of the same instrument.\n17. If any provision of this Agreement is or becomes void or unenforceable by force or by operation of law, the remaining provisions shall remain valid and enforceable.\n18. Any failure by either party to exercise any rights arising as a result of the obligations set out in this Agreement shall not act as a waiver of such rights, nor shall any partial exercise of any right preclude any further exercise of such rights.\n19. This Agreement shall be governed by and interpreted in accordance with the laws of England.\n20. Any amendments to this Agreement shall be binding on the parties only if made in writing and signed by duly authorised representative of each party.\nIN WITNESS WHEROF, the parties hereto have caused this Agreement to be signed in duplicate, and to be effective as of the date first written above.\nCOMPANY A COMPANY B\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nName: \u2026\u2026\u2026\u2026\u2026\u2026\u2026 Name: \u2026\u2026\u2026\u2026\u2026\u2026\nPosition: \u2026\u2026\u2026\u2026\u2026\u2026.. Position \u2026\u2026\u2026\u2026\u2026\u2026\nDate: \u2026\u2026\u2026\u2026\u2026\u2026\u2026. 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DEFINITION OF CONFIDENTIAL INFORMATION.\n1.1 Definition. The term \"Confidential Information\" shall include and mean any and all information, data, product plans, diagrams and know-how programs furnished at any time by the Disclosing Party or by any of its affiliates to the Receiving Party; whether in oral, written, graphic or machine-readable form, including but not limited to current or projected components, parts, software, hardware, technical and other data, research material, inventions, discoveries, designs, drawings, concepts, procedures, uses of materials, ideas, diagrams, marketing plans, brochures, photographs, processes, combinations, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques.\n1.2 Exclusions. The following shall not be considered Confidential Information: (a) information that was in the public domain at the time it was disclosed; (b) information that can be demonstrated by documentary evidence to have been known to the Receiving Party at the time of disclosure with no obligation of confidence; and (c) information that becomes known to the Receiving Party from a source other than the Disclosing Party, as demonstrated by appropriate documentation, without breach of any obligation of confidence by the Receiving Party; for the avoidance of doubt it is clarified and agreed that the combination of any two materials or use thereof for a certain purpose shall be considered \"Confidential Information\" to the extent that such specific combination for such specific purpose is not excluded from the Confidential Information under the provisions of this Section 1.2, whether or not the individual, uncombined materials or use thereof are so excluded.\n2. NON-DISCLOSURE. The Receiving Party acknowledges that the Confidential Information contains valuable trade and technical secrets of the Disclosing Party. The Receiving Party shall not copy (in whole or in part), sell, assign, lease, license, disclose, give or otherwise transfer the Confidential Information or any copy thereof to any third party or otherwise use the Confidential Information other than for the purpose intended under this Agreement. The Receiving Party may disclose the Confidential Information only to employees or consultants of the Receiving Party to have a \u201cneed to know\u201d the Confidential Information in order to enable the Receiving Party to use the Confidential Information for the purpose intended under this Agreement and are legally bound not to use or disclose the Confidential Information for any other purpose. The Receiving Party shall treat the Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. This obligation shall be binding on all employees, officers, subsidiaries, affiliates or successors of the Receiving Party and shall continue for a period of five years from the date that the Confidential Information is provided to the Receiving Party, regardless of whether the Agreement has been terminated. The Receiving Party may disclose Confidential Information if so required by judicial or administrative process, provided that it shall promptly notify the Disclosing Party so as to allow the Disclosing Party reasonable time to oppose such process, and provided that Receiving Party shall minimize such disclosure to the extent possible.\n3. PROPRIETARY NATURE.\n3.1 Ownership. All Confidential Information is and shall remain the property of the Disclosing Party. The parties acknowledge that all Confidential Information is the sole property of the Disclosing Party and that the Receiving Party shall not acquire any proprietary interest in the Confidential Information. All applicable rights to mask works, topographies, patents, copyrights, trademarks and trade secrets with respect to the Confidential Information are retained exclusively by the Disclosing Party.\n3.2 Disclaimer. Except as may otherwise be set forth in another signed, written agreement between parties, the Disclosing Party makes no representation or warranty as to accuracy, completeness, condition, suitability, patentability or performance of the Confidential Information, and the Disclosing Party shall have no liability whatsoever to the Receiving Party resulting from its use of the Confidential Information.\n4. TERMINATION. Either party may terminate this Agreement at any time by written notice to the other party. Upon such termination or other expiration of this Agreement, the Receiving Party will return all of the Confidential Information in written or other tangible form, including any copies made, to the Disclosing Party together with certification that any other copies or notes or summaries (to the extent including the Confidential Information) have been destroyed. The provisions of Sections 1 through 5 of this Agreement shall survive any termination or expiration.\n5. INJUNCTIVE RELIEF. The parties acknowledges that a Disclosing Party will be irreparably harmed if the Receiving Party's obligations under this Agreement are not specifically enforced and that the Disclosing Party would not have an adequate remedy at law in the event of an actual or threatened violation by the Receiving Party of the Receiving Party's obligations. Therefore, in addition to all other remedies it may have, the Disclosing Party shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by the Receiving Party or the Receiving Party's employees or agents without the necessity of the Disclosing Party showing actual damages or that monetary damages would not afford an adequate remedy, and without posting a bond.\n6. MISCELLANEOUS. Neither party shall assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other party; failure by a party to enforce any provisions of this Agreement at any time shall in no manner affect the right of that party at a later time to enforce any provision of this Agreement; this Agreement shall be governed by and construed in accordance with the laws of England without reference to the principles of conflict of laws; in the event that any word, phrase, clause, sentence or other provision herein shall violate any applicable statute, ordinance or rule of law in any jurisdiction which governs this Agreement, such provisions shall be effective to the extent of such violation without invalidating any other provision herein; this Agreement supersedes all previous understandings or agreements between the parties and incorporates the entire agreement of the parties with respect to the receipt and use of the Confidential Information; this Agreement may only be amended by a writing of subsequent date that is signed by both parties.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.\nSOLUBEST LTD. ________________________________\nBy: By:\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 77 - ], - [ - 77, - 432 - ], - [ - 433, - 642 - ], - [ - 643, - 947 - ], - [ - 948, - 1105 - ], - [ - 1106, - 1151 - ], - [ - 1152, - 1194 - ], - [ - 1195, - 1211 - ], - [ - 1211, - 1922 - ], - [ - 1923, - 1939 - ], - [ - 1939, - 2003 - ], - [ - 2003, - 2079 - ], - [ - 2079, - 2250 - ], - [ - 2250, - 2898 - ], - [ - 2899, - 2918 - ], - [ - 2918, - 3056 - ], - [ - 3056, - 3353 - ], - [ - 3353, - 3743 - ], - [ - 3743, - 3961 - ], - [ - 3961, - 4271 - ], - [ - 4271, - 4607 - ], - [ - 4608, - 4630 - ], - [ - 4631, - 4646 - ], - [ - 4646, - 4733 - ], - [ - 4733, - 4941 - ], - [ - 4941, - 5136 - ], - [ - 5137, - 5153 - ], - [ - 5153, - 5555 - ], - [ - 5556, - 5572 - ], - [ - 5572, - 5664 - ], - [ - 5664, - 6027 - ], - [ - 6027, - 6128 - ], - [ - 6129, - 6151 - ], - [ - 6151, - 6497 - ], - [ - 6497, - 6939 - ], - [ - 6940, - 6958 - ], - [ - 6958, - 8081 - ], - [ - 8082, - 8174 - ], - [ - 8175, - 8189 - ], - [ - 8189, - 8221 - ], - [ - 8222, - 8229 - ], - [ - 8230, - 8241 - ], - [ - 8242, - 8255 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 20, - 32 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 31 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.solubest.com/media/NDA%2009%20for%20website.pdf" - }, - { - "id": 192, - "file_name": "NDA%20Form%20WEB_WITH%20Instructions%20%28RECIPROCAL%29%20%28v%202016-03-18_EN%29.pdf", - "text": "NON-DISCLOSURE AGREEMENT (RECIPROCAL)\nThis Agreement is made effective as of the date of (the \u201cEffective Date\u201d) by and between:\nFUNDACI\u00d3 CENTRE DE REGULACI\u00d3 GEN\u00d2MICA (hereinafter \u201cCRG\u201d), a non-for-profit Spanish foundation with tax registration number G-62426937, based in Barcelona, Spain, calle Doctor Aiguader 88, represented by Dr Pablo Cironi that acts in his capacity of Head of the Technology and Business Development Office (TBDO),\nand,\n(hereinafter \u201cORGANIZATION\u201d), a with tax registration number based in represented by that acts in his/her capacity as\nCRG and ORGANIZATION are collectively referred to as the \u201cParties\u201d and individually as a \u201cParty\u201d.\nRECITALS\nI. WHEREAS, each Party is the owner of certain technical and business data and information relative to\n(hereinafter the \u201cConfidential Information\u201d);\nII. WHEREAS, such Confidential Information is not public knowledge but it is proprietary and/or confidential and is being disclosed by each Party to the other Party only under the terms and conditions of this document (hereinafter, the \u201cAgreement\u201d);\nIII. WHEREAS, both Parties to this Agreement consider the disclosure of the Confidential Information to the other to be necessary and desirable for the purpose of (hereinafter the \u201cPurpose\u201d); and\nIV. WHEREAS, this Agreement is being entered into by and between the Parties in order to protect the confidentiality and non-disclosure of their respective Confidential Information.\nNOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and the mutual disclosure of confidential information, the Parties agree as follows:\nCLAUSES\n1. Definition of Confidential Information\n\"Confidential Information\" means non-public information which is disclosed orally, electronically, visually or in a document or other tangible form and which is by nature confidential or is identified confidential by a Party to this Agreement (hereinafter the \u201cDISCLOSING PARTY\u201d) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Party that receives such information (hereinafter \u201cRECIPIENT\u201d). Confidential Information includes, without limitation, information in tangible or intangible form relating to its installations, work and projects effectively carried out in such installations, accessible information by means of DISCLOSING PARTY's computer systems, including, without limitation, (i) scientific information, technical information, data, know-how, formulas, compositions, processes, documents, designs, sketches, photographs, plans, graphs, drawings or specifications, (ii) software, source or object codes, algorithms, or information about the methods, concepts and techniques on which software is based, (iii) amino/nucleic acid sequences, structural biology, or descriptions of any devices, cell lines or molecular models, (iv) clinical trial protocols, assays, services, studies, results, findings, inventions, ideas and other knowledge, or (v) finances, financial models, business plans and marketing plans, reports, clients, pricing information, suppliers, machinery, processes organization and current products or products in process, and information received from others that DISCLOSING PARTY is obligated to treat as confidential.\nConfidential Information also includes the existence, terms and Purpose of this Agreement, the terms of any other agreements being discussed by the parties related to the Purpose, as well as the fact that any such discussions are taking place with respect thereto.\n2. Use of the Confidential Information\n2.1. RECIPIENT shall use the Confidential Information only for the Purpose as set forth herein.\n2.2. RECIPIENT agrees to hold in confidence any and all Confidential Information disclosed, and further agrees not to disclose Confidential Information to third parties without the prior written permission of DISCLOSING PARTY and restrict the use of Confidential Information to the Purpose (and not to use it for any other purpose).\n2.3. RECIPIENT undertakes to use its best efforts to limit access to the Confidential Information under its control solely to RECIPIENT's employees whose access to the Confidential Information is essential, provided that such employees have been specifically informed of the confidentiality of the Confidential Information and have agreed to be bound by the terms of this Agreement, or have entered into an agreement of similar scope and obligations with RECIPIENT to protect the proprietary/confidential information of RECIPIENT, or the proprietary/confidential information of third parties in the RECIPIENT\u2019s possession. Notwithstanding the above, RECIPIENT shall remain liable for the compliance of the terms and conditions of this Agreement by its employees as if they were actions or omissions of the RECIPIENT.\n2.4. RECIPIENT shall use at least the same degree of care with respect to Confidential Information that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, to prevent the unauthorized use, disclosure or publication of the Confidential Information.\n2.5. RECIPIENT shall not perform reverse engineering on any Confidential Information. In particular, in the event that DISCLOSING PARTY provides any computer software and/or hardware to RECIPIENT as Confidential Information, RECIPIENT may not directly or indirectly, disassemble, decrypt, electronically scan, decompile or derive source code from the Confidential Information, or otherwise reverse engineer or attempt to reverse engineer the design and function of the Confidential Information.\n2.6. RECIPIENT shall notify DISCLOSING PARTY immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by RECIPIENT and its employees, and will cooperate with DISCLOSING PARTY in every reasonable way to help DISCLOSING PARTY regain possession of the Confidential Information, and to prevent its further unauthorized use or disclosure.\n3. Ownership of the Confidential Information\n3.1. All Confidential Information is and shall remain the property of DISCLOSING PARTY, and DISCLOSING PARTY may use such Confidential Information for any purpose without obligation to RECIPIENT. Neither the execution of this Agreement nor the furnishing or disclosing of any Confidential Information hereunder shall be construed as an assignment or transfer, either expressly or by implication, estoppel or otherwise, or as granting any express or implied rights or license to the RECIPIENT to, or under any patents, patent applications, inventions, design rights, copyrights, trademarks, trade secret information, or other intellectual and/or industrial property right of any kind now or hereafter owned by or controlled or possessed by DISCLOSING PARTY.\n3.2. RECIPIENT covenants and undertakes not to use under its name (or register), nor shall it collaborate with any third party for said purpose, all or part of patent applications, inventions, design rights, copyrights, trademarks, trade secret information, or other intellectual and/or industrial property rights of any kind owned by or controlled or possessed by the DISCLOSING PARTY.\n4. Limitations on Confidentiality\nNothing in this Agreement shall be interpreted as placing any obligation of confidentiality and non-use by RECIPIENT with respect to any information that:\n(a) can be demonstrated to have been in the public domain as of the Effective Date of this Agreement, or legitimately comes into the public domain through no fault of the RECIPIENT;\n(b) can be demonstrated to have been known to or have been in the possession of the RECIPIENT prior to disclosure hereunder and was not acquired, directly or indirectly, from DISCLOSING PARTY;\n(c) can be demonstrated to have been rightfully received by the RECIPIENT after disclosure under this Agreement from an independent third party on a non-confidential basis having the legal right to make such disclosure, and who did not acquire it, directly or indirectly, from DISCLOSING PARTY under a continuing obligation of confidentiality;\n(d) can be demonstrated to have been independently developed by or on behalf of the RECIPIENT without the aid, application or use of any information provided by DISCLOSING PARTY; or\n(e) is required to be disclosed pursuant to law or court order, court decision, or arbitration award, provided that RECIPIENT serves prior notice of such to DISCLOSING PARTY prior to disclosure and provides sufficient time to DISCLOSING PARTY to assert any exclusions or privileges that may be available by law or seek a protective order or other appropriate remedy to preserve the confidentiality of such information. In any event, RECIPIENT shall disclose only that portion of the information that is legally required to be disclosed and will exercise reasonable efforts to ensure that any information so disclosed will be accorded confidential treatment by the court or arbitrator through protective orders, filings under seal and other appropriate means.\n5. Limited Warranty and Liability\nDISCLOSING PARTY warrants that it has the right to disclose the Confidential Information to RECIPIENT. DISCLOSING PARTY makes no other warranties in respect of the Confidential Information and provides all information \u201cas is\u201d, without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party industrial and/or intellectual property rights. In no event will DISCLOSING PARTY be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information.\n6. Remedies\nThe Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that DISCLOSING PARTY shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n7. Term\n7.1. This Agreement shall remain in full force and effect for a term of from the Effective Date hereof, during which the exchanges of Confidential Information between the Parties pursuant to this Agreement shall take place, and for an additional term of five (5) years from the expiration or termination of this Agreement. This Agreement shall automatically terminate in case of failure to meet the Purpose.\n7.2. Upon expiration or termination of this Agreement, whichever occurs first, RECIPIENT will immediately cease any and all disclosures or uses of Confidential Information and, upon request by DISCLOSING PARTY, all such information obtained from DISCLOSING PARTY, and all originals, copies, reproductions and summaries of the Confidential Information, and all other tangible materials and devices provided to RECIPIENT as Confidential Information will be delivered and returned to DISCLOSING PARTY or, at the DISCLOSING PARTY's option, destroyed and/or erased (where held electronically) within fifteen (15) days from the expiration or termination of this Agreement, provided however that RECIPIENT shall be entitled to retain one (1) copy of the Confidential Information solely for legal archiving purposes in a secure location .\n8. Notices\nAll notices and other communications under this Agreement shall be deemed to have been duly given three (3) days after being sent by certified mail, postage prepaid, or one day after being sent by overnight courier, and addressed to the Parties as set forth above, or to such other address as a party designates by written notice to the other.\n9. Miscellaneous\n9.1. The Agreement may not be changed or modified, in whole or in part, except by an agreement in writing signed by authorized representatives of DISCLOSING PARTY and RECIPIENT.\n10. Governing Law and Jurisdiction.\n10.1. This Agreement shall be construed according to the laws of Spain, except its provision on conflicts of law. Any dispute arising from the interpretation, performance, or execution of this Agreement, which cannot be settled amicably, shall be submitted exclusively to the competent courts of the city of Barcelona (Spain).\nIN WITNESS WHEREOF, the Parties have caused this Agreement in two (2) originals and one sole effect to be executed by their duly authorized representatives.\nON BEHALF OF ORGANIZATION: ON BEHALF OF CRG:\nName: Name: Pablo Cironi\nTitle: Title: Head Technology and Business\nDevelopment Office\nDate: Date:\n", - "spans": [ - [ - 0, - 37 - ], - [ - 38, - 127 - ], - [ - 128, - 439 - ], - [ - 440, - 444 - ], - [ - 445, - 562 - ], - [ - 563, - 660 - ], - [ - 661, - 669 - ], - [ - 670, - 772 - ], - [ - 773, - 818 - ], - [ - 819, - 1068 - ], - [ - 1069, - 1264 - ], - [ - 1265, - 1446 - ], - [ - 1447, - 1619 - ], - [ - 1620, - 1627 - ], - [ - 1628, - 1669 - ], - [ - 1670, - 2114 - ], - [ - 2114, - 2411 - ], - [ - 2411, - 2599 - ], - [ - 2599, - 2736 - ], - [ - 2736, - 2856 - ], - [ - 2856, - 2975 - ], - [ - 2975, - 3269 - ], - [ - 3270, - 3534 - ], - [ - 3535, - 3573 - ], - [ - 3574, - 3669 - ], - [ - 3670, - 4002 - ], - [ - 4003, - 4626 - ], - [ - 4626, - 4819 - ], - [ - 4820, - 5143 - ], - [ - 5144, - 5230 - ], - [ - 5230, - 5638 - ], - [ - 5639, - 6047 - ], - [ - 6048, - 6092 - ], - [ - 6093, - 6289 - ], - [ - 6289, - 6849 - ], - [ - 6850, - 7236 - ], - [ - 7237, - 7270 - ], - [ - 7271, - 7425 - ], - [ - 7426, - 7607 - ], - [ - 7608, - 7800 - ], - [ - 7801, - 8144 - ], - [ - 8145, - 8326 - ], - [ - 8327, - 8746 - ], - [ - 8746, - 9085 - ], - [ - 9086, - 9119 - ], - [ - 9120, - 9223 - ], - [ - 9223, - 9579 - ], - [ - 9579, - 9777 - ], - [ - 9778, - 9789 - ], - [ - 9790, - 10114 - ], - [ - 10115, - 10122 - ], - [ - 10123, - 10446 - ], - [ - 10446, - 10530 - ], - [ - 10531, - 11361 - ], - [ - 11362, - 11372 - ], - [ - 11373, - 11716 - ], - [ - 11717, - 11733 - ], - [ - 11734, - 11911 - ], - [ - 11912, - 11947 - ], - [ - 11948, - 12062 - ], - [ - 12062, - 12274 - ], - [ - 12275, - 12431 - ], - [ - 12432, - 12476 - ], - [ - 12477, - 12501 - ], - [ - 12502, - 12544 - ], - [ - 12545, - 12563 - ], - [ - 12564, - 12575 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 29, - 30 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 53 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33, - 34 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 16, - 21 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 37, - 41 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 53 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 25, - 26 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 37, - 42 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 37, - 40 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://tbdo.crg.eu/sites/default/files/NDA%20Form%20WEB_WITH%20Instructions%20%28RECIPROCAL%29%20%28v%202016-03-18_EN%29.pdf" - }, - { - "id": 193, - "file_name": "NDA%20UDRC%203-way%20Final.pdf", - "text": "UNIVERSITY DEFENCE RESEARCH CENTRE FOR SIGNAL PROCESSING\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on the day of 2011\nBETWEEN:\n(1) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. whose registered office is at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (hereinafter referred to as \u201cThe Company\u201d) of one part; and\n(2) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 whose address is at\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (hereinafter referred to as \"The University\") of another part;\n(3) THE SECRETARY OF STATE FOR DEFENCE acting through the Defence Science and Technology Laboratory of Porton Down, Salisbury, Wiltshire SP4 0JQ, England (hereinafter referred to as \"Dstl\");\n(collectively the \"Parties\" or in the singular a \"Party\").\nWHEREAS:\nA. The University is working with Dstl as part of the University Defence Research Centre (UDRC) on signal processing and both possess valuable technical information in the field of signal processing.\nB. The Company possesses valuable technical and commercial information relating to signal processing.\nC. The Parties desire to discuss and mutually assess and evaluate their valuable technical and commercial information with a view to investigating whether there is a synergy between the Parties\u2019 technical capabilities which might benefit from mutual exploitation (\"the Purpose\").\nD. In order for the Parties to carry out said discussion, assessment and evaluation it is necessary for them to exchange valuable technical and commercial information which they each desire to protect.\nNOW IT IS HEREBY AGREED BETWEEN THE PARTIES as follows:\n1. As used in this Agreement the term \"Proprietary Information\" shall mean any information, whether in writing or other documentary form, in oral or visual or machine readable form, or in the form of algorithms, samples or models, disclosed by one Party (the \"Disclosing Party\") to another Party (the \"Receiving Party\") under this Agreement, provided that:\n(a) where such information is in writing or other documentary form, it is clearly and conspicuously marked at the time of disclosure as proprietary or commercially sensitive (for example with a marking such as \"Proprietary\" or \"Commercial-in-Confidence\").; or\n(b) where such information is disclosed in oral or visual or machine readable form, or in the form of samples or models, it is designated proprietary or commercially sensitive at the time of disclosure and is confirmed by the Disclosing Party as such in documentary form within thirty (30) days from its being disclosed, in which event all the protections and restrictions in this Agreement as to the use and disclosure of said Proprietary information shall apply retrospectively during the said period of thirty days.\nProprietary Information shall also include any information which can be obtained by examination, testing or analysis of any hardware, software or material samples provided by the Disclosing Party, notwithstanding that the requirements for marking and designation referred to above shall not have been fulfilled.\n2. Subject to the provisions of Clauses 4 and 7 hereof, the Receiving Party undertakes:\n(a) to keep confidential and not disclose to any third party, except with the written permission of the Disclosing Party, any part, or the whole, of any Proprietary Information disclosed to it under this Agreement;\n(b) not to copy Proprietary Information disclosed to it under this Agreement except as is reasonably necessary for the Purpose;\n(c) not to use Proprietary Information disclosed to it under this Agreement other than for the Purpose, except with the prior written permission of the Disclosing Party;\n(d) to restrict access to the Proprietary Information disclosed to it under the terms of this Agreement to those of its employees and officers who need to know the same for the Purpose.\n3. The protections and restrictions in this Agreement as to the use and disclosure of Proprietary Information shall not apply to any information which the Receiving Party can show by written and dated or datable material:\n(a) is, at the time of disclosure hereunder, already published or otherwise publicly available; or\n(b) is, after disclosure hereunder, published or becomes available to the public other than by breach of this Agreement; or\n(c) is rightfully in the Receiving Party's possession with rights to use and/or disclose, prior to receipt from the Disclosing Party; or\n(d) is rightfully disclosed to the Receiving Party by a third party with rights to use and/or disclose; or\n(e) is independently developed by or for the Receiving Party without reference or access to Proprietary Information disclosed hereunder; or\n(f) is the subject of a requirement of a court proceeding requirement on the Receiving Party for disclosure, in which event the Receiving Party shall give prompt notice thereof to the Disclosing Party to the extent permissible by law..\n4. Neither Dstl nor The University shall be in breach of this Agreement where it can show that any disclosure of information is made solely and to the extent necessary to comply with the Freedom of Information Act 2000 or the Environmental Information Regulations 2004. Where Dstl or The University is required to make a disclosure of Proprietary Information of a Disclosing Party under the Act or the Regulations it shall, to the extent permitted by the time for compliance under the Act or the Regulations, give the Disclosing Party the opportunity to make representations concerning disclosure. The Disclosing Party, however, acknowledges and accepts that its representations may not be determinative and that the decision whether to disclose the Proprietary Information at issue, in order to comply with the Act or the Regulations, is a matter in which Dstl or The University shall exercise its own discretion, subject always to the provisions of the Act or the Regulations and based upon the principle to limit said disclosure to only the requested and required information under the Act or the Regulations. Dstl or The University shall in any event provide prior notification to the Disclosing Party of any decision to disclose any of its Proprietary Information.\n5. Nothing contained in this Agreement shall be construed as:\n(a) conferring upon the Receiving Party any right of use in or title to Proprietary Information received by it from the Disclosing Party, other than as expressly provided herein or as conferred in writing upon the Receiving Party by the Disclosing Party subsequent to the date of this Agreement; or\n(b) constituting a warranty as to the accuracy of the Proprietary Information or the suitability thereof for any purpose whatsoever; or\n(c) diminishing the rights any Party has under Statute; or\n(d) implying that a further contractual arrangement will be concluded between the Parties; or\n(e) overriding or prejudicing any Government security classification or export control regulation applicable to any part of the Proprietary Information; or\n(f) requiring any Party to disclose to any other any particular Proprietary Information.\n6. All Proprietary Information disclosed hereunder, and any copies thereof made by a Receiving Party, shall be and remain the Disclosing Party's property and shall be delivered up promptly by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor.\n7. This Agreement shall remain in force for a period of two (2) years following the date first above written after which it will terminate unless renewed by mutual consent in writing or to the extent that it is superseded by another agreement or contract between the Parties. The obligations and restrictions relating to the disclosure and use of Proprietary Information shall however survive the termination of this Agreement for a period of seven (7) years.\n8. This Agreement constitutes the entire existing Agreement between the Parties concerning the exchange of Proprietary Information for the Purpose. The Agreement shall not be amended except by written agreement signed by authorised representatives of all Parties.\n9. No Party shall, without the express consent in writing of the other Parties, assign or in any manner transfer its interests in, or obligations under, this Agreement or any part thereof.\n10. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.\n11. This Agreement shall be construed and governed in accordance with the laws of England and the Parties hereby submit to the jurisdiction of the English courts.\n12. The Parties shall attempt to solve any dispute arising out of or in connection with this Agreement by means of alternative dispute resolution such as but without limitation mediation or mini-trial.\nUpon the occurrence of the dispute, the Parties shall define the type and the rules for the implementation of such alternative resolution.\nThe Parties expressly agree that after a period of two (2) months after the occurrence of the dispute and provided that the dispute remains unsolved, it shall be finally settled under the rules of Arbitration of the London Court of International Arbitration by one or more arbitrators appointed in accordance with the said rules. The place of arbitration shall be London (UK). The language of arbitration shall be the English Language.\nThe Parties hereby agree to exclude the right of appeal to the High Court under section 69 of the Arbitration Act 1996 and the right for an application to be made to the High Court under the corresponding section of the Act.\nEach Party recognises and acknowledges that in the event of any actual or threatened breach of this Agreement it shall have the right to apply for injunctive relief or other appropriate orders before any competent court to restrain the other as a remedy for any such breach.\nSigned for and on behalf of [THE COMPANY]\nBy: .............................................. Date: ...................................\u2026\u2026\u2026..\nName: Title:\nSigned for and on behalf of [THE UNIVERSITY]\nBy: .............................................. Date: ...................................\u2026\u2026\u2026..\nName: Title:\nSigned on behalf of THE SECRETARY OF STATE FOR DEFENCE\nBy: ............................................. Date: ...............................................\nName: Title:\n", - "spans": [ - [ - 0, - 56 - ], - [ - 57, - 81 - ], - [ - 82, - 123 - ], - [ - 124, - 132 - ], - [ - 133, - 152 - ], - [ - 152, - 205 - ], - [ - 205, - 264 - ], - [ - 265, - 283 - ], - [ - 283, - 328 - ], - [ - 328, - 390 - ], - [ - 391, - 581 - ], - [ - 582, - 640 - ], - [ - 641, - 649 - ], - [ - 650, - 849 - ], - [ - 850, - 951 - ], - [ - 952, - 1231 - ], - [ - 1232, - 1433 - ], - [ - 1434, - 1489 - ], - [ - 1490, - 1846 - ], - [ - 1847, - 2106 - ], - [ - 2107, - 2625 - ], - [ - 2626, - 2937 - ], - [ - 2938, - 3025 - ], - [ - 3026, - 3240 - ], - [ - 3241, - 3368 - ], - [ - 3369, - 3538 - ], - [ - 3539, - 3724 - ], - [ - 3725, - 3946 - ], - [ - 3947, - 4045 - ], - [ - 4046, - 4169 - ], - [ - 4170, - 4306 - ], - [ - 4307, - 4413 - ], - [ - 4414, - 4553 - ], - [ - 4554, - 4789 - ], - [ - 4790, - 4810 - ], - [ - 4810, - 5060 - ], - [ - 5060, - 5388 - ], - [ - 5388, - 5903 - ], - [ - 5903, - 6059 - ], - [ - 6060, - 6121 - ], - [ - 6122, - 6420 - ], - [ - 6421, - 6556 - ], - [ - 6557, - 6615 - ], - [ - 6616, - 6709 - ], - [ - 6710, - 6865 - ], - [ - 6866, - 6954 - ], - [ - 6955, - 7253 - ], - [ - 7254, - 7530 - ], - [ - 7530, - 7713 - ], - [ - 7714, - 7862 - ], - [ - 7862, - 7977 - ], - [ - 7978, - 8166 - ], - [ - 8167, - 8331 - ], - [ - 8331, - 8458 - ], - [ - 8459, - 8621 - ], - [ - 8622, - 8823 - ], - [ - 8824, - 8962 - ], - [ - 8963, - 9293 - ], - [ - 9293, - 9340 - ], - [ - 9340, - 9398 - ], - [ - 9399, - 9623 - ], - [ - 9624, - 9898 - ], - [ - 9899, - 9940 - ], - [ - 9941, - 9992 - ], - [ - 9992, - 10038 - ], - [ - 10039, - 10051 - ], - [ - 10052, - 10096 - ], - [ - 10097, - 10148 - ], - [ - 10148, - 10194 - ], - [ - 10195, - 10207 - ], - [ - 10208, - 10262 - ], - [ - 10263, - 10313 - ], - [ - 10313, - 10366 - ], - [ - 10367, - 10379 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 39, - 40, - 46 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 20 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 48 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 27, - 32 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 46 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 22, - 23, - 26 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 22, - 24 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27, - 33, - 36, - 38 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 31 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22, - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22, - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://udrc.eng.ed.ac.uk/sites/udrc.eng.ed.ac.uk/files/publications/NDA%20UDRC%203-way%20Final.pdf" - }, - { - "id": 194, - "file_name": "NDA%20for%20Tender%20Ref%202201000050.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made the _______ day of _________________ 201__.\nBETWEEN:\n1. Singapore Pools (Private) Limited, a company incorporated in Singapore and having its registered office at 210 Middle Road, #01-01, Singapore Pools Building, Singapore 188994 of the one part, and\n2. ___________________________________________________ [Name of company], a company incorporated in _____________________ [state country] and having its registered office at ______________________________________________________________________ [state registered office address of company] of the other part,\neach a \u201cParty\u201d and both collectively the \u201cParties\u201d.\nIT IS HEREBY AGREED AS FOLLOWS:\n1. Purpose.\n1.1 The Parties wish to disclose to each other and to receive from each other from time to time, certain information and ideas considered to be confidential regarding the Parties\u2019 current and future technology and/or projects and/or business plans and/or opportunities in relation to a Request for Proposals (RFP) for Supply, Delivery, Installation and Implementation of Customer Service System (CSS) for Singapore Pools in Tender Reference 2201000050 (hereinafter called the \u201cPurpose\u201d).\n1.2 In consideration of the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto mutually agree as set out herein.\n2. Definitions.\n2.1 \u201cDisclosing Party\u201d shall mean the Party disclosing Confidential Information; \u201cReceiving Party\u201d shall mean the Party receiving Confidential Information.\n2.2 \u201cConfidential Information\u201d as used throughout this Agreement herein shall mean any and all trade secrets and any and all data or information not generally known outside of the Disclosing Party, regardless of form, proprietary to or maintained in confidence by the Disclosing Party, including but not limited to any and all data, information, technical data or know-how relating to business plans, contracts, proposals, documents, concepts, discoveries, ideas, inventions, new products, mechanical and electronic designs, title, script, report, analyses, process data, program, any and all form of codes, research, prototype, survey, new technologies, plans of production and publicity, specifications, articles of manufacture, test procedures, schematics, materials, methods, operations, procedures, marketing techniques, marketing plans, strategies, customer files, customer lists, any business, marketing, financial or sales record, data, plan or survey and other business data (whether written or oral, human or machine readable, and howsoever stored), machines, prototypes, designs and drawings(hereinafter collectively called the \u201cConfidential Information\u201d), which is disclosed by the Disclosing Party, directly or indirectly to the Receiving Party or any of it employees or directors, on or after the date hereof.\n2.3 \u201cAffiliates\u201d shall mean any of the Receiving Party\u2019s affiliated, related and/or subsidiary entities, parents and their respective employees, directors, officers and agents.\n3. Access to Confidential Information.\nAccess to and release/use of disclosed Confidential Information shall be restricted to those employees, directors and attorneys of the Receiving Party and its Affiliates, which have a need to know the Confidential Information with respect to the Purpose. The Receiving Party shall cause all its Affiliates, employees, directors, officers and agents to be bound by and to comply with all of the terms and conditions herein.\n4. Use of Confidential Information.\nThe Receiving Party shall use the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own confidential information, and in any event use at least a reasonable degree of care in doing so. All Confidential Information furnished by the Disclosing Party to the Receiving Party shall be used solely in connection with the Purpose. Except as otherwise expressly provided herein, the Receiving Party shall not disclose or reproduce, or authorize or permit the use, reproduction or disclosure of any Confidential Information in whole or in part in any manner or to any person, firm, enterprise, organization, corporation or entity, and shall not use any Confidential Information to unfairly compete against or obtain any unfair advantage, benefit or profit from such use.\n5. Non-Disclosure Obligations.\nThe obligations imposed upon herein shall not apply to Confidential Information which is:\n5.1 already in the legal possession of the Receiving Party at the date hereof;\n5.2 not, directly or indirectly, made known, divulged, published or publicized by the act of any Party;\n5.3 generally available to the public through no wrongful act of the Receiving Party;\n5.4 independently developed by the Receiving Party;\n5.5 disclosed upon request of the Disclosing Party;\n5.6 received from or provided lawfully by a third party without restriction and breach of this Agreement herein;\n5.7 required by any judicial or governmental authority, provided that the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient prior notice in order to contest any request, requirement or order made by such judicial or governmental authority for the Confidential Information. In any such case, Receiving Party shall disclose only such Confidential Information as is legally required and shall exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed.\n6. Consequences of Disclosure.\nReceiving Party agrees and recognizes that the unauthorized use or disclosure of any Confidential Information may cause irreparable injury to the Disclosing Party. The Parties agree that in that event, damages may not be an adequate remedy for the Disclosing Party, and the Disclosing Party may seek reliefs including but not limited to injunctions and specific performances. The Receiving Party shall notify the Disclosing Party promptly, by written notice, upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement herein. In the event that the Disclosing Party takes legal action against the Receiving Party as a result of a breach of this Agreement, the Disclosing Party shall be entitled to recover from the Receiving Party its legal fees and expenses incurred in connection with such legal action on an indemnity basis in the event that the Disclosing Party prevails in one or more of its claims.\n7. Return of the Confidential Information.\nAs soon as reasonably practicable upon request of the Disclosing Party, all Confidential Information made available hereunder, including all documents and other materials embodying Confidential Information and any/all copies thereof, shall be returned to the Disclosing Party.\n8. Non-Assignable.\nThe Agreement herein is non-assignable to or for any person, company, employee of other company, organization, formation or corporation in any event except upon prior written consent of the other Party.\n9. No Publicity.\nNeither Party shall make any public statement nor comment on the existence or provisions of this Agreement herein, nor the existence or content of a relationship between the Parties, without the prior written consent of the other Party.\n10. No Licence.\nAll rights in and title to the Confidential Information shall remain in the exclusive ownership of the Disclosing Party. Neither the execution and delivery of this Agreement herein, nor the furnishing of any Confidential Information by the Disclosing Party, shall be construed as granting to the Receiving Party, either expressly, by implication, estoppel or otherwise, any licence to use or exploit any Confidential Information other than is expressly permitted hereunder. Further, the Disclosing Party makes no representation or warranty, express or implied, as to the completeness, fairness or accuracy of the Confidential Information.\n11. Validity.\nThe Parties agree that the obligations of the Receiving Party under this Agreement shall survive and continue to be in force notwithstanding the termination of this Agreement or the conclusion of any contractual arrangement between the Parties in relation to the Purpose, until such time as the Confidential Information shall come into public domain other than through a breach of the terms of this Agreement, so that the obligations of confidentiality herein no longer apply.\n12. Governing Law.\nThe Agreement herein shall be governed by the laws of Singapore, and the Parties submit to the non-exclusive jurisdiction of the courts of Singapore.\n13. No Implied Obligations.\nNeither this Agreement herein, nor the disclosure of any Confidential Information, shall imply any promise or confirm any intention to enter into any contract or other business relationship, or to purchase any product(s) or service(s), by either of the Parties or any of their affiliated companies, or any commitment by either of the Parties or their affiliated companies with respect to the present or future development, production, or distribution of any product(s) or service(s). Nothing in this Agreement herein shall be construed to refrain either Party from pursuing its business even if this involves or has the effect of competing with the other Party.\n14. Entire Agreement.\nThis Agreement herein constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement herein, and supersedes any and all prior or contemporaneous oral or written representations relating thereto.\n15. General Provisions.\n15.1 Any notices required by this Agreement herein shall be in writing and shall be given by hand or sent by first class mail to the applicable address noted in the initial paragraph.\n15.2 If any term or provision of this Agreement herein shall be held illegal or unenforceable, it is to that extent omitted and the validity or enforceability of the remainder of this Agreement herein shall not be affected.\n15.3 Nothing contained herein shall be construed to create a partnership or joint venture between the Parties.\n15.4 No failure or delay by either Party and/or its related corporations in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of such right, power or remedy preclude any further or other exercise of any right, power or remedy. No waiver by either Party and/or its related corporations of any breach of this Agreement shall be deemed to be a waiver of any subsequent or other breach.\n16. Data Protection.\nThe Supplier shall comply with all relevant sections of the Personal Data Protection Act 2012 which may apply to this Agreement.\nIN WITNESS WHEREOF, the Parties have set their hands the day and year first above written.\nSIGNED BY\nFOR AND ON BEHALF OF\nSINGAPORE POOLS (PRIVATE) LIMITED\n___________________________________________________\n[Name and Designation/Appointment]\nIN PRESENCE OF:\n___________________________________________________\n(Name, Signature and Designation of Witness)\nSIGNED BY\nFOR AND ON BEHALF OF\n____________________________________________________\n(Name and Address of Supplier\u2019s Company)\n____________________________________________________\n(Supplier\u2019s Company Stamp)\nName and Signature:\nTitle of Signatory:\nTel No. and Fax No.:\nDate:\nIN PRESENCE OF:\n___________________________________________________\n(Name, Signature and Designation of Witness)\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 74 - ], - [ - 74, - 98 - ], - [ - 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"choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 20, - 22 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 27 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30, - 37 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 30, - 36 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20, - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.singaporepools.com.sg/en/tnq/Lists/QuotationTenderAttachmentFiles/Attachments/893/NDA%20for%20Tender%20Ref%202201000050.pdf" - }, - { - "id": 195, - "file_name": "NDA-2015-2.pdf", - "text": "Commercial Confidential\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT, effective as of May 20th, 2015 between MARS Discovery District, MaRS Centre, South Tower, 101 College, Suite 100, Toronto, ON, M5G 1L7, Canada (hereinafter \"MaRS\") and Recipients as indicated on the attached signature sheet (hereinafter \"Recipients\" collectively or \u201cRecipient\u201d individually).\nWHEREAS, MaRS will be hosting a series of confidential presentations being made by entrants into a business pitch competition (the \u201cUp-Start Competition\u201d); and\nWHEREAS, entrants into the Up-Start Competition are each in possession of certain confidential information that will be disclosed during their presentation in the competition and through questions thereafter (hereinafter \"Confidential Information\"); and\nWHEREAS, Recipients desire to receive such Confidential Information for the purpose of participating in the Up-Start Competition either as competitors or as interested observers; and\nWHEREAS, MaRS wishes to ensure that the Confidential Information provided by competitors in the Up-Start Competition remains confidential.\nNOW, THEREFORE, Recipients agree as follows:\n1. Recipients (and their respective partners, suppliers, licensors, licencees, agents, contractors and affiliates, who are hereby authorized to have Confidential Information disclosed to them hereunder only so long as they are in receipt of said Confidential Information under terms of confidentiality comparable to those set forth herein) hereby agree to hold in confidence any and all Confidential Information disclosed during the Up-Start Competition, either verbally or in writing. Such obligation of confidentiality shall not apply to Confidential Information:\n(a) which, at the time of disclosure, is in the public domain or thereafter becomes part of the public domain by publication or otherwise, other than by breach of this Agreement by the Recipient;\n(b) which was in the Recipient's possession at the time of disclosure and was not acquired, directly or indirectly, from the disclosing party;\n(c) which the Recipient receives from a third party having a lawful right to disclose the same;\n(d) in respect of which it can be established, by competent contemporaneous written evidence, that the same was developed by the Recipient independently of such disclosure; or\n(e) which is required to be disclosed to a third party pursuant to any applicable law or decision of any court or tribunal of competent jurisdiction, provided that (i) prior written notice, in light of the circumstances of such disclosure, is provided by the party required to make the disclosure to the third party to other party hereto; (ii) the party required to make the disclosure to the third party shall not disclose or release more Confidential Information than is required by law; and (iii) the party required to make disclosure to the third party cooperates with the other party hereto in any attempts it may make to obtain a protective order or other appropriate assurance that confidential treatment will be afforded to the Confidential Information.\n2. Recipient agrees not to use the Confidential Information disclosed hereunder for any commercial or other purpose other than the purpose described in the third recital to this Agreement, without first entering into a written agreement between the parties covering such other use. Upon receiving a written request from the disclosing party, the receiving party shall cease to use the Confidential Information disclosed to it and shall promptly thereafter return to the disclosing party all written or otherwise documented Confidential Information disclosed to it pursuant to this Agreement, except that one copy of all such Confidential Information may be kept for archival purposes and for the purpose of defending against any lawsuits brought by the disclosing party against the Recipient.\n3. Recipient acknowledges that any violation of any of the provisions hereof by such party may result in immediate and irreparable damage to other party and agrees that in the event of such violation the other party shall, in addition to any other right, relief or remedy at law, be entitled to any equitable relief that any court of competent jurisdiction may deem just and proper.\n4. Recipient agrees to use due care, but in no event less than a reasonable degree of care, to keep Confidential Information disclosed to it pursuant to this Agreement in a safe and secure place that is at least as safe and secure as the place where that party keeps other confidential information that it considers to be valuable and proprietary to itself.\n5. Nothing herein constitutes a license or other transfer of rights in respect of either party's interest in any Confidential Information disclosed pursuant to this Agreement.\n6. The obligations arising pursuant to this Agreement, including, without limitation, the parties' confidentiality obligations, shall expire on the fifth (5th) anniversary of the date first above written, unless such obligations are modified by a subsequent written agreement between the parties.\n7. This Agreement shall enure to the benefit of and be binding upon the parties hereto, and their respective heirs, executors, administrators, successors, and assigns.\n8. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by the parties. The unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement.\n9. This Agreement and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.\nAttendees\nName Email\n", - "spans": [ - [ - 0, - 23 - ], - [ - 24, - 48 - ], - [ - 49, - 357 - ], - [ - 358, - 517 - ], - [ - 518, - 771 - ], - [ - 772, - 954 - ], - [ - 955, - 1093 - ], - [ - 1094, - 1138 - ], - [ - 1139, - 1625 - ], - [ - 1625, - 1704 - ], - [ - 1705, - 1900 - ], - [ - 1901, - 2043 - ], - [ - 2044, - 2139 - ], - [ - 2140, - 2315 - ], - [ - 2316, - 2480 - ], - [ - 2480, - 2655 - ], - [ - 2655, - 2810 - ], - [ - 2810, - 3077 - ], - [ - 3078, - 3360 - ], - [ - 3360, - 3870 - ], - [ - 3871, - 4253 - ], - [ - 4254, - 4611 - ], - [ - 4612, - 4787 - ], - [ - 4788, - 5084 - ], - [ - 5085, - 5252 - ], - [ - 5253, - 5470 - ], - [ - 5470, - 5603 - ], - [ - 5604, - 5808 - ], - [ - 5809, - 5931 - ], - [ - 5932, - 5941 - ], - [ - 5942, - 5952 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 13 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 9, - 14, - 15 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.marsdd.com/wp-content/uploads/2014/04/NDA-2015-2.pdf" - }, - { - "id": 196, - "file_name": "NDA-2016-DAB.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made the __ day of _____________ in the year 2016 by and between Switchdigital (London) Limited (with Registration Number 03729042) whose registered office is at 18 Hatfields, London SE1 8DJ (\"Switchdigital\") and\nCOMPANY NAME ________________________________ (\"Applicant\")\nREGISTRATION NUMBER ________________________________\nREGISTERED OFFICE is at ________________________________\n________________________________\nWHEREAS:\n(A) The parties, for their mutual benefit, may have exchanged and wish further to exchange certain information (including but not limited to trade secrets and proprietary know-how) in order that each of them may evaluate such information for the purpose of determining their respective interest in establishing a business relationship between them.\n(B) The parties wish to define their rights with respect to the said information and to protect the confidentiality thereof and proprietary features contained therein.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1 Definitions\nIn this Agreement the following expressions shall have the following meanings:\n(a) 'Purpose' shall mean any discussions, negotiations and development work undertaken between or within the parties concerning or in connection with Switchdigital and the Applicant entering into a carriage agreement for carriage of the Applicant\u2019s radio service on the DAB multiplex operated by Switchdigital;\n(b) 'Confidential Information' shall mean all information or data disclosed (whether in writing, orally or by any other means) to one party by the other party or by a third party on behalf of the other party and shall include but not be limited to (A) any information ascertainable by the inspection or analysis of samples, (B) the information described in the Schedule 1 hereto as having been disclosed prior to the date hereof and (C) any information relating to that party's business, operations, prices, processes, plans, intentions, product information, know-how, design rights, trade secrets, software, market opportunities, customers and business affairs, but shall exclude any part of such disclosed information or data which:\n(i) is or becomes in the public domain in any way without breach of this Agreement by the receiving party; or\n(ii) the receiving party can show (A) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from the disclosing party under an obligation of confidence; or (B) to have been developed by or for the receiving party at any time independently of the information disclosed to it by the disclosing party; or\n(iii) is hereafter disclosed or made available to the receiving party from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party; or\n(iv) is hereafter made generally available by the disclosing party or a third party or is disclosed by the disclosing party to a third party without restriction on disclosure or use, including, without limitation, by way of the publication of a patent specification; or\n(v) is disclosed by the receiving party with the prior written approval of the disclosing party;\nprovided however that the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual features or one or more of the relevant items (but not the combination itself) falls within any one or more of such exceptions.\n2 Handling of confidential information\nIn consideration of the mutual exchange and disclosure of Confidential Information, each party undertakes in relation to the other party's Confidential Information:\n(a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing, (i) not to make any commercial use thereof (ii) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with the other party and (iii) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including, without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in clause 1;\n(b) not to copy reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies reproductions or reductions to writing so made shall be the property of the disclosing party;\n(c) not to disclose the same whether to its employees or to third parties except in confidence to such of its employees, directors or contractors who need to know the same for the Purpose and that (i) such employees, directors and contractors are obliged by their contracts of employment or services not to disclose the same, (ii) the receiving party shall enforce such obligations at its expense and at the request of the disclosing party in so far as breach thereof relates to the disclosing party's Confidential Information;\n(d) to be responsible for the performance of sub-clause (a), (b) and (c) above on the part of its employees or directors to whom the same is disclosed pursuant to sub-clause (c) above; and\n(e) to apply thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential or proprietary information and which the receiving party warrants as providing adequate protection of such information from unauthorised disclosure, copying or use.\nNotwithstanding the foregoing, the receiving party shall be entitled to make any disclosure required by law of the other party's Confidential Information, but shall give the other party not less than two business days' notice of such disclosure and shall consult with the disclosing party prior to such disclosure with a view to avoiding such disclosure if legally possible.\n3 Return of confidential information\nEach party shall:\n(a) within one month of completion of the Purpose or receipt of a written request from the other party, return to the other party all documents and materials (and all copies thereof) containing the other party's Confidential Information and certify in writing to the other party that it has complied with the requirements of this sub-clause; and\n(b) notwithstanding completion of the Purpose or return of documents and materials as aforesaid, continue to be bound by the undertakings set out in clause 2.\n4 Disclaimer and warranty\n(a) Each party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by either party.\n(b) Each party warrants its right to disclose its Confidential Information to the other party and to authorise the other party to use the same for the Purpose.\n5 Confidentiality\nEach party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other party (or of any other company in the Group of Companies of which the other party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the other party.\n6 Notices\nAll notices under this Agreement shall be in writing and shall be sent by first-class registered or recorded delivery post to the party being served at its address specified above or at such other address of which such party shall have given notice as aforesaid, and marked for the attention of that party's signatory of this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted or posted as the case may be.\n7 Term and Termination\nThis Agreement shall become effective from the date hereof and continue in force for a period of one year. The provisions of clauses 1, 2 and 3 shall survive any such termination.\n8 Non-assignment\nThis Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.\n9 Severability\nIf any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement which shall remain in full force and effect. Where relevant, the parties shall use their reasonable endeavours to find a new stipulation resembling the invalid one in its commercial consequence as much as possible.\n10 Equitable Relief\nBoth parties to this Agreement acknowledge that the Confidential Information belonging to each party is a unique and valuable asset of such party. Disclosure in breach of this Agreement will result in irreparable injury to the disclosing party for which monetary damages alone will not be an adequate remedy.\nTherefore, the parties agree that in the event of a breach or threatened breach of the terms of this Agreement, the disclosing party will be entitled to specific performance, injunctive relief or other equitable relief prohibiting any breach of this Agreement without giving an undertaking as to damages. Any such equitable remedy shall be in addition to and not in lieu of, other appropriate relief at law to which the disclosing party may be entitled.\n11 Counterparts\nThis Agreement may be signed in any number of counterparts and/or via email through the exchange of scanned pdf copies with the same effect as if the signature to each were upon the same Agreement.\n12 No Partnership\nThis Agreement is neither intended to nor will it be construed as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.\n13 No Waiver\nThe failure of either party to enforce any rights resulting from any breach of any term or provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.\n14 Entire agreement, governing law and jurisdiction\nThis Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect and all obligations implied by law to the extent that they conflict with the express provisions of this Agreement. This Agreement cannot be changed except by written agreement between the parties. The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with English Law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.\nAS WITNESS this Agreement has been signed on behalf of each party by its duly authorized representative the day and year first above written.\nSIGNED for & on behalf of: Switchdigital (London) Limited\nAuthorised Signatory: _____________________________\nName: Piers Collins\nTitle: Director\nSIGNED for & on behalf of:\nAuthorised Signatory: _____________________________\nName:\nTitle:\nSCHEDULE 1\nINFORMATION DISCLOSED PRIOR TO THE DATE OF THIS AGREEMENT\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 47 - ], - [ - 47, - 262 - ], - [ - 263, - 276 - ], - [ - 276, - 309 - ], - [ - 309, - 322 - ], - [ - 323, - 343 - ], - [ - 343, - 375 - ], - [ - 376, - 400 - ], - [ - 400, - 432 - ], - [ - 433, - 465 - ], - [ - 466, - 474 - ], - [ - 475, - 823 - ], - [ - 824, - 991 - ], - [ - 992, - 1027 - ], - [ - 1028, - 1041 - ], - [ - 1042, - 1120 - ], - [ - 1121, - 1431 - ], - [ - 1432, - 1680 - ], - [ - 1680, - 1756 - ], - [ - 1756, - 1865 - ], - [ - 1865, - 2166 - ], - [ - 2167, - 2276 - ], - [ - 2277, - 2311 - ], - [ - 2311, - 2603 - ], - [ - 2603, - 2748 - ], - [ - 2749, - 2998 - ], - [ - 2999, - 3268 - ], - [ - 3269, - 3365 - ], - [ - 3366, - 3732 - ], - [ - 3733, - 3771 - ], - [ - 3772, - 3936 - ], - [ - 3937, - 4113 - ], - [ - 4113, - 4156 - ], - [ - 4156, - 4297 - ], - [ - 4297, - 4615 - ], - [ - 4616, - 4847 - ], - [ - 4848, - 5045 - ], - [ - 5045, - 5174 - ], - [ - 5174, - 5375 - ], - [ - 5376, - 5432 - ], - [ - 5432, - 5437 - ], - [ - 5437, - 5445 - ], - [ - 5445, - 5550 - ], - [ - 5550, - 5564 - ], - [ - 5565, - 5866 - ], - [ - 5867, - 6241 - ], - [ - 6242, - 6244 - ], - [ - 6244, - 6278 - ], - [ - 6279, - 6296 - ], - [ - 6297, - 6642 - ], - [ - 6643, - 6801 - ], - [ - 6802, - 6827 - ], - [ - 6828, - 7016 - ], - [ - 7016, - 7240 - ], - [ - 7241, - 7400 - ], - [ - 7401, - 7418 - ], - [ - 7419, - 7779 - ], - [ - 7780, - 7789 - ], - [ - 7790, - 8127 - ], - [ - 8127, - 8260 - ], - [ - 8261, - 8283 - ], - [ - 8284, - 8391 - ], - [ - 8391, - 8463 - ], - [ - 8464, - 8480 - ], - [ - 8481, - 8663 - ], - [ - 8664, - 8678 - ], - [ - 8679, - 8948 - ], - [ - 8948, - 9117 - ], - [ - 9118, - 9137 - ], - [ - 9138, - 9285 - ], - [ - 9285, - 9446 - ], - [ - 9447, - 9752 - ], - [ - 9752, - 9900 - ], - [ - 9901, - 9916 - ], - [ - 9917, - 10114 - ], - [ - 10115, - 10132 - ], - [ - 10133, - 10390 - ], - [ - 10391, - 10403 - ], - [ - 10404, - 10665 - ], - [ - 10666, - 10717 - ], - [ - 10718, - 11046 - ], - [ - 11046, - 11128 - ], - [ - 11128, - 11356 - ], - [ - 11357, - 11498 - ], - [ - 11499, - 11556 - ], - [ - 11557, - 11579 - ], - [ - 11579, - 11608 - ], - [ - 11609, - 11628 - ], - [ - 11629, - 11644 - ], - [ - 11645, - 11671 - ], - [ - 11672, - 11694 - ], - [ - 11694, - 11723 - ], - [ - 11724, - 11729 - ], - [ - 11730, - 11736 - ], - [ - 11737, - 11746 - ], - [ - 11746, - 11747 - ], - [ - 11748, - 11805 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 49, - 50 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 53, - 54 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 57 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 18, - 21 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 49, - 51, - 62, - 63 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 21, - 23, - 25 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 49, - 50 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 31, - 37 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 31, - 36 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 21, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 31, - 37 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 31, - 32 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.switchdigital.com/wp-content/uploads/2016/05/NDA-2016-DAB.pdf" - }, - { - "id": 197, - "file_name": "NDA-Agreement-NPAF.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \"Agreement\u201d) is entered into on this day of by and between NPAF.CA (www.npaf.ca), located at St. John\u2019s, Newfoundland, Canada ( the\u201d Disclosing Party\u201d), and with and address at (the \u201cRecipient\u201d or the \u201cReceiving Party\u201d).\nThe Recipient hereto desires to participate in discussions regarding (the \u201cTransaction\u201d). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1. Definition of Confidential Information.\n(a) For purposes of this Agreement, \u201cConfidential Information\u201d means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets\n(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.\n2. Disclosure of Confidential Information.\nFrom time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively \u201cRepresentatives\u201d) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).\nEach party shall be responsible for any breach of this Agreement by any of their respective Representatives.\n3. Use of Confidential Information.\nThe Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.\n4. Compelled Disclosure of Confidential Information.\nNotwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party\u2019s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.\n5. Term.\nThis Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the parties\u2019 duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.\n6. Remedies.\nBoth parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential\nInformation would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys\u2019 fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney\u2019s fees and expenses.\n7. Return of Confidential Information.\nReceiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (\u201cNotes\u201d) (and all copies of any of the foregoing, including \u201ccopies\u201d that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party\u2019s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).\n8. Notice of Breach.\nReceiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.\n9. No Binding Agreement for Transaction.\nThe parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.\n10. Warranty.\nEach party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party\u2019s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n11. Miscellaneous.\n(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.\n(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Newfoundland, Canada applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Newfoundland, Canada, shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.\n(c) Any failure by either party to enforce the other party\u2019s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.\n(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.\n(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.\n(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and design\n(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.\n(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.\nDisclosing Party Receiving Party\nBy By\nName: NPAF.CA Name:\nTitle: Founder Title:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 109 - ], - [ - 109, - 265 - ], - [ - 266, - 356 - ], - [ - 356, - 461 - ], - [ - 461, - 695 - ], - [ - 696, - 738 - ], - [ - 739, - 1018 - ], - [ - 1018, - 1292 - ], - [ - 1292, - 1361 - ], - [ - 1361, - 1491 - ], - [ - 1491, - 1714 - ], - [ - 1714, - 1830 - ], - [ - 1830, - 1989 - ], - [ - 1989, - 2260 - ], - [ - 2261, - 2386 - ], - [ - 2386, - 2498 - ], - [ - 2498, - 2709 - ], - [ - 2709, - 2836 - ], - [ - 2836, - 3088 - ], - [ - 3088, - 3294 - ], - [ - 3295, - 3337 - ], - [ - 3338, - 3440 - ], - [ - 3440, - 3466 - ], - [ - 3466, - 3820 - ], - [ - 3820, - 4044 - ], - [ - 4044, - 4250 - ], - [ - 4250, - 4374 - ], - [ - 4375, - 4483 - ], - [ - 4484, - 4519 - ], - [ - 4520, - 4837 - ], - [ - 4837, - 4971 - ], - [ - 4971, - 5053 - ], - [ - 5053, - 5283 - ], - [ - 5283, - 5482 - ], - [ - 5483, - 5535 - ], - [ - 5536, - 6448 - ], - [ - 6448, - 6658 - ], - [ - 6658, - 6943 - ], - [ - 6944, - 6952 - ], - [ - 6953, - 7144 - ], - [ - 7144, - 7307 - ], - [ - 7308, - 7320 - ], - [ - 7321, - 7504 - ], - [ - 7505, - 7574 - ], - [ - 7574, - 7726 - ], - [ - 7726, - 7923 - ], - [ - 7923, - 8039 - ], - [ - 8039, - 8182 - ], - [ - 8182, - 8340 - ], - [ - 8341, - 8379 - ], - [ - 8380, - 9005 - ], - [ - 9005, - 9099 - ], - [ - 9099, - 9142 - ], - [ - 9142, - 9353 - ], - [ - 9353, - 9778 - ], - [ - 9779, - 9799 - ], - [ - 9800, - 10239 - ], - [ - 10240, - 10280 - ], - [ - 10281, - 10489 - ], - [ - 10489, - 10725 - ], - [ - 10725, - 10808 - ], - [ - 10808, - 11027 - ], - [ - 11027, - 11135 - ], - [ - 11136, - 11149 - ], - [ - 11150, - 11238 - ], - [ - 11238, - 11310 - ], - [ - 11310, - 11696 - ], - [ - 11696, - 11833 - ], - [ - 11833, - 12091 - ], - [ - 12092, - 12110 - ], - [ - 12111, - 12359 - ], - [ - 12359, - 12494 - ], - [ - 12495, - 12785 - ], - [ - 12785, - 12950 - ], - [ - 12951, - 13188 - ], - [ - 13189, - 13577 - ], - [ - 13577, - 13784 - ], - [ - 13785, - 14198 - ], - [ - 14198, - 14281 - ], - [ - 14281, - 14368 - ], - [ - 14368, - 14491 - ], - [ - 14491, - 14570 - ], - [ - 14571, - 14816 - ], - [ - 14816, - 14977 - ], - [ - 14978, - 15105 - ], - [ - 15105, - 15240 - ], - [ - 15240, - 15313 - ], - [ - 15314, - 15460 - ], - [ - 15461, - 15564 - ], - [ - 15565, - 15597 - ], - [ - 15598, - 15603 - ], - [ - 15604, - 15618 - ], - [ - 15618, - 15623 - ], - [ - 15624, - 15645 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 51, - 52, - 53 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 14, - 31, - 32 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 20, - 85, - 86 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 51, - 52, - 53, - 54 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://npaf.ca/wp-content/uploads/2013/12/NDA-Agreement-NPAF.pdf" - }, - { - "id": 198, - "file_name": "NDA-Artop-Inno-2017.pdf", - "text": "N o n- d i s c l o s u re A g re e m e n t\nEntrusting party (Party A):\nRecipient (Party B):\nShenzhen Artop Inno Co. Ltd\n(Hereinafter: \u201cRecipient\u201d)\nBoth Entrusting party and the Recipient will also be together referred to as the \u201cParties\u201d.\nWHEREAS:\na) Entrusting party (Party A) and Recipient (Party B) Propose to conduct discussions and negotiations regarding the cooperative project. Exchanging of relevant business and technical information is required for the ongoing business discussions or cooperation between Entrusting party and Recipient with respect to (Project name) _ ___, this agreement is entered into by and between Entrusting party and Recipient through friendly consultations and under the principle of mutual benefit and joint development.\nb) In the course of discussing, evaluating and negotiating the proposed agreement, Entrusting party and Recipient have agreed to enter into confidentiality obligations.\n1. Definition of Confidential Information\n Confidential information refers to date and information with respect to relevant businesses and technical information, whether in written or other forms, that have been disclosed by either Entrusting party or Recipient with clear label or designation of \"Confidential information\" (hereinafter referred to as \"Confidential information\"), excluding the following date and information:\nTechnical information or design concepts that are already or to be make public available, except those disclosed information by either Entrusting party or Recipient or their representatives in violation of this agreement and without one party\u2019s authorization.\n Neither Entrusting party nor Recipient party shall disclose or make public any confidential information to a third party(including the press) or otherwise make use of the confidential information without the written approval or authorization of the other party; Both parties are obliged to instruct their representatives not to disclose or make public any confidential information to a third party(including the press) or otherwise make use of the confidential information; Unless the disclosure, publicity and application of the confidential information is necessitated by the due performance of the obligations of the two parties in association with the undertaking and proceeding of the cooperative programs under normal circumstances(including obligations to be assumed by both parties in the future pursuant to the law and contracts signed by the two parties).\nThe following items are not covered by the concept of this Confidential Information:\n(i) Information in the public domain at the effective date of the Confidentiality Agreement or information which becomes part of the public domain other than through non-compliance with the Confidentiality Agreement.\n(ii) Information that was already in the Recipient's possession before the Recipient received it from Entrusting party.\n(iii) Information that the Recipient has obtained from a third party without any obligation to keep the information secret.\n(iv) Information that the Recipient has obtained by unlawful means from and out of the domain of either parties beyond despite the due care and diligence exercised by either parties.\n Both parties shall strictly limit the access to the confidential information to their responsible representatives only for the purpose specified hereunder.\n Neither party shall provide a third party with copies or duplicates of the confidential information disclosed by the other party or its representative, whether intentionally or not, unless the disclosure is allowed by a written consent singed by the other party.\nIn the event that the proceeding of the cooperative program ceases or either party quits the program with reasons, a party shall and shall urge its representatives to destroy or return to the other party all confidential information as well as all documents and materials and all duplicates thereof containing confidential information within five working days or upon the request of the other party at any time in writing duly addressed to the party opting out of this agreement. Nevertheless, the party possessing the confidential information may keep one piece of the duplicates of the documents or materials described above only for the purpose enshrined in Article 4 hereunder, without breaching other provisions of this agreement.\n2. Preservation and Application of the Confidential Information\n2.1 Both Entrusting party(Party A) or Recipient(Party B) have the right to preserve necessary confidential information, so as to make use of which in implementing binding laws, regulations, and obligations under their cooperative programs.\n3. Intellectual Property Rights\n3.1 Disclosure of the confidential information by either Entrusting party(Party A) or Recipient (Party B )to the other party or its representatives shall not be construed to constitute an assignment or grant to the other party or its representatives of the rights and interests in relation to its trade secrets, trademarks, patents, know-how or any other intellectual property, nor shall it constitute an assignment or grant to the other party or its representatives the rights and interests in relation to the trade secrets, trademarks, patents, know-how, or any other intellectual property authorized by a third party.\n4. Confidentiality obligation\n4.1 This agreement shall be governed by and be interpreted in accordance with the laws of the People's Republic of China. With respect to any issues, disputes, lawsuits or proceedings arising from or in connection with the rights and obligations of the parties hereunder, the two parties shall irrevocably accept the jurisdiction of the people's courts of the People's Republic of China.\n5. Term of the Agreement\n5.1 This agreement shall remain effective for two years, and shall come into force as from the date when both parties sign and stamp the company chop on the agreement.\n6. TERMINATION OF THE AGREEMENT\n6.1 This agreement shall be terminated for the following reasons;\ni) by efflux of time or due performance of the agreement;\nii) by mutual consent wherein one of the party is unable to perform the contract for valid and acceptable reasons by the other party;\niii) breach of the covenants by either parties\niv) outbreak of war, violence, or emergency between the two countries, under the circumstance, both the parties are at liberty to either suspend the agreement temporarily and revive the same on restoration of peace between the two countries or permanently terminate the agreement.\n6.2 Should the agreement be terminated, for points (ii) to (iv) above, either party shall intimate the other party of such termination in writing duly addressed to the other party.\nThis agreement shall be held in two copies of the same form. Each party shall preserve one copy with equal legal effect.\nEntrusting Party (Party A). Recipient (Party B):\nShenZhen ARTOP Inno co., ltd\nAddress\uff1a Address\uff1aARTOP Building,\n Industrial Design Park NO.3838 Nanshan Road,\n Nanshan District, Shenzhen, China\nEmail\uff1a Email\uff1amarket@artopcn.com\nFax\uff1a Fax\uff1a+ 86 755-82795341\nSignature of Legal Representative Signature of Legal Representative\n\uff08or Authorized Representative\uff09\uff1a \uff08or Authorized Representative\uff09\uff1a\n___________________________ ___________________ _____\n", - "spans": [ - [ - 0, - 42 - ], - [ - 43, - 70 - ], - [ - 71, - 91 - ], - [ - 92, - 119 - ], - [ - 120, - 146 - ], - [ - 147, - 238 - ], - [ - 239, - 247 - ], - [ - 248, - 385 - ], - [ - 385, - 756 - ], - [ - 757, - 925 - ], - [ - 926, - 967 - ], - [ - 968, - 969 - ], - [ - 969, - 1352 - ], - [ - 1353, - 1612 - ], - [ - 1613, - 1614 - ], - [ - 1614, - 2479 - ], - [ - 2480, - 2564 - ], - [ - 2565, - 2781 - ], - [ - 2782, - 2901 - ], - [ - 2902, - 3025 - ], - [ - 3026, - 3208 - ], - [ - 3209, - 3210 - ], - [ - 3210, - 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}, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.artopcn.com/pdf/NDA-Artop-Inno-2017.pdf" - }, - { - "id": 199, - "file_name": "NDA-Broker-Seller-for-Company-6-19-17.pdf", - "text": "BROKER/SELLER NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (hereinafter this \u201cAgreement\u201d) with an effective date of ________________ (the \u201cEffective Date\u201d) is entered into by and between ______________, incorporated in ___________, having a place of business at ____________________________, (hereinafter called \u201cCompany\u201d), and Allied Security Trust I, a Delaware statutory trust, having a place of business at 100 Overlook Center 2nd Floor, Princeton, New Jersey 08540 (hereinafter \u201cAST\u201d);\nWHEREAS, both Company and AST (collectively, the \u201cParties\u201d and, individually, a \u201cParty\u201d) desire to exchange with each other information relating to potential patent acquisition opportunities for the purpose of AST evaluating and pursuing such opportunities (the \u201cPurpose\u201d) and for no other purpose;\nWHEREAS, the Parties (which shall include only employees and directors of each Party but shall not include agents, representatives, consultants, or financial advisors, unless disclosure to any such non-employee or non-director has been approved prior to disclosure by the Disclosing Party) are willing to exchange with each other pursuant to this Agreement business and technical information that is (a) disclosed in writing and marked with a suitable restrictive legend or, (b) if initially disclosed orally, is identified as confidential at the time of disclosure and within thirty (30) days after such oral disclosure is reduced to writing and marked with a suitable restrictive legend (collectively, such information being hereinafter referred to as \u201cConfidential Information\u201d); and\nWHEREAS, for purposes of this Agreement, a Party disclosing Confidential Information will be referred to as a \u201cDisclosing Party\u201d and a Party receiving Confidential Information will be referred to as a \u201cReceiving Party.\u201d\nNOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the adequacy of which as consideration for this Agreement is acknowledged by the Parties, and intending to be legally bound hereby, the Parties hereby covenant and agree as follows:\n1. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Section 1. Either party may terminate this Agreement at any time with or without cause by giving ten (10) days written notice to the other party. The obligations of the Receiving Party under Section 2 shall survive termination of this Agreement and shall remain in effect until the earlier of: (a) the Disclosing Party, in its sole discretion, releases the Receiving Party by notification in writing that the Receiving Party is no longer required to protect the Confidential Information pursuant to this Agreement; or (b) the Confidential Information falls within an exception set forth in Section 3; or (c) two (2) years from the date of disclosure of the Confidential Information.\n2. The Receiving Party shall provide the Confidential Information only to those of its employees and directors (and any agents, representatives, consultants, or financial advisors that have been approved in advance by the Disclosing Party) that have a bona fide need to know for the Purpose, and in the case of AST to any of its current or prospective member companies, in each case who are bound by a written agreement including confidentiality and non-use terms and conditions at least as protective as those in this Agreement. Except for the foregoing, the Receiving Party shall not disclose the Confidential Information to any third party. The Receiving Party shall not use the Confidential Information for any purpose other than the Purpose. No rights or obligations other than those expressly recited herein are to be implied from this Agreement.\n3. This Agreement will impose no obligation upon the Receiving Party with respect to any portion of the received Confidential Information which:\n(a) is already known to the Receiving Party at the time of receiving such Confidential Information or is independently developed by the Receiving Party without reference to or use of the Disclosing Party\u2019s Confidential Information;\n(b) is in the public domain prior to disclosure by the Disclosing Party, or subsequently enters the public domain without breach of this Agreement by the Receiving Party;\n(c) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party or any of its employees or directors, without breach of this Agreement by the Receiving Party;\n(d) is hereafter furnished to the Receiving Party by a third party without breach by such third party of an obligation of confidentiality of which the Receiving Party is actually aware; or\n(e) is permitted to be disclosed by the prior written consent of the Disclosing Party.\n4. The Receiving Party shall have the right to disclose Confidential Information to the extent required to be disclosed by applicable law, regulation or an order of a governmental agency, legislative body or court of competent jurisdiction; provided that the Receiving Party provides the Disclosing Party with prompt notice of such request or requirement, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. The Receiving Party will cooperate with the Disclosing Party (at the Disclosing Party\u2019s sole expense) in order that the Disclosing Party may obtain a protective order.\n5. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information to the Receiving Party in accordance with this Agreement. However, disclosure by the Disclosing Party of Confidential Information does not constitute a warranty that the Confidential Information is accurate, complete, or adequate for the purposes contemplated by the Receiving Party.\n6. The Parties agree that discussions and related information shared between the Parties will not be used as a basis to place AST or its members on notice (e.g., for purposes of willfulness, inducement or otherwise) of the patents and patent applications which are offered for sale.\n7. The Confidential Information may only be used for the Purpose and may not be used to support a declaratory or other legal relief action related to the sharing of that Confidential Information. Notwithstanding the foregoing, nothing in this Agreement will prevent either party from pursuing legal action against the other or third parties provided Confidential Information received pursuant to this Agreement is not used as the basis for such actions.\n8. In the event that a Receiving Party becomes aware that Confidential Information of a Disclosing Party is inadvertently or accidentally disclosed by it, the Receiving Party shall notify the Disclosing Party in writing within five (5) working days of the discovery of such disclosure, and shall take all commercially reasonable precautions to avoid further dissemination of the Confidential Information that has been disclosed, as well as take any and all commercially reasonable precautions to prevent disclosure of any additional Confidential Information.\n9. Where Confidential Information is provided by the Disclosing Party as physical embodiments, such physical embodiments will remain the property of the Disclosing Party.\n10. All Confidential Information remains the property of the Disclosing Party and will not be copied or reproduced without the express written permission of the Disclosing Party, except for copies that are necessary in order to fulfill the Purpose. Within ten (10) business days of a written demand by a Disclosing Party, the Receiving Party shall either return (to the Disclosing Party) or destroy all Confidential Information, together with any copies, accompanied by a letter executed by an authorized representative of the Receiving Party to the effect that all such material has been returned or destroyed, except that the Receiving Party may retain an archival copy of the Confidential Information, to be used only in case of a dispute concerning this Agreement. The return of any Confidential Information will not relieve the Receiving Party of its obligation to maintain the confidentiality of the Confidential Information for the period provided for in Section 1 above. Section 6 shall survive any expiration or termination of this Agreement.\n11. Either Party shall have the right to refuse to accept any Confidential Information, or other information, tendered by the other Party. Nothing herein shall obligate either Party to disclose any particular Confidential Information, or other information, to the other Party. Each Party hereto shall not be obligated to enter into any further agreement with the other except as such party in its sole judgment may deem advisable. Neither Party shall be obligated to compensate the other for exchanging any information under this Agreement.\n12. This Agreement expresses the entire understanding and agreement of the Parties with respect to the disclosure of the Confidential Information by the Disclosing Party to the Receiving Party, and supersedes all prior agreements, understandings, representations and discussions concerning the subject matter hereof, whether oral or written. This Agreement may not be altered or amended except by a written instrument executed by both parties. This Agreement will be governed by and interpreted in accordance with the laws of the Delaware, without regard to its principles of conflicts of law. The Parties agree that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which money damages alone could be an inadequate remedy.\n13. If any term or condition of this Agreement is determined by court or agency of competent jurisdiction to be illegal or unenforceable, then such term or condition shall be deleted from this Agreement; but this Agreement, as amended by such deletion, will continue in full force and effect. 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Buyer agrees to conduct business exclusively through Broker with regard to businesses and/or real estate listed by Broker, or introduced to Buyer by Broker (the \u201cListings\u201d). In connection with the possible acquisition by Buyer of the Listings, Broker will furnish Buyer information regarding the Listings (\u201cConfidential Information\u201d). In consideration of obtaining Confidential Information, Buyer hereby agrees: BUYER\u2019S OBLIGATIONS\n1. Buyer agrees not to disclose or reveal any Confidential Information, including the existence of the Listing, to any persons or entities other than Buyer\u2019s employees or representatives who are directly participating in the evaluation of the information, and only then in connection with the proposed acquisition.\n2. Buyer shall not directly contact the Listing owners or their landlords, employees, agents, representatives, suppliers or customers (collectively, the \u201cListing Party\u201d) except through Broker. All correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease of any Listing presented by Broker will be conducted exclusively through Broker.\n3. Buyer shall not circumvent or interfere with Broker\u2019s contract with the Listing Party in any way. Buyer understands that if Buyer interferes with Broker\u2019s contract with any Listing Party, Buyer will be personally liable to Broker for the payment of Broker\u2019s commission. Buyer recognizes that under the terms of Broker\u2019s listing agreement a commission shall be due if at any point in time a Listing, or any interest therein, is transferred from a Listing Party to a Buyer introduced by Corbett. Buyer agrees that s/he will not engage with any Listing Party at any time subsequent to being introduced by Corbett for the purpose of purchasing a Listing without Broker\u2019s involvement.\n4. All information regarding the Listing is provided by the Listing Party or other sources and is deemed reliable, but not verified in any way by Broker. Broker makes no warranty, expressed or implied, as to the accuracy of such information. Understanding that, Buyer shall perform its own due diligence prior to entering into an agreement to purchase any Listing. Buyer agrees that Broker is not responsible for the accuracy or completeness of any of the information Buyer receives or fails to receive, and Buyer agrees to, defend, indemnify and hold harmless Broker and any of its agents from any claims or damages which may occur by reason of the inaccuracy or incompleteness of any information provided to Buyer with respect to any business Buyer might purchase.\n5. The Buyer acknowledges and understands that Corbett Restaurant Group is an agent of the Listing Party.\n6. Buyer represents that the BUYER\u2019S INFORMATION provided to Broker below is true and accurate.\nGENERAL PROVISIONS\n7. Deposit. A 10% escrow deposit will be required upon signing of a Purchase and Sale Agreement and will be held by Broker in a non-interest bearing account.\n8. Attorney\u2019s Fees. In the event it shall become necessary for the Broker to retain legal counsel in order to enforce the provisions of this Agreement, the Broker shall be entitled to collect reasonable legal fees from the Buyer in connection therewith.\n9. Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.\n10. Governing Law. The Agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the Commonwealth of Massachusetts. All parties submit themselves to the jurisdiction of the courts of Massachusetts, for all purposes with respect to the Agreement.\n11. Severability. A determination that any provision or provisions of the Agreement is invalid, illegal or otherwise unenforceable in any respect in any instance shall not affect the validity, legality or enforceability of any other provision or provisions of the Agreement.\n12. Execution. The Agreement shall become effective when executed by all parties and may be executed in counterparts, any one of which shall be deemed to be an original instrument. Any proof of the Agreement shall require production of only one such counterpart duly executed by the party to be charged therewith.\n13. Entire Agreement. The parties hereto agree that the Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement and that there are no other agreements, understandings, representations or warranties made or given, except as expressly set forth herein. All prior agreements, understandings, letters and/or communications relating to the subject matter of the Agreement shall be null and void and shall be superseded by the Agreement, except as expressly set forth herein.\n14. Interpretation. Should any provision of the Agreement require interpretation or construction, the parties hereto agree that the court, administrative body, or other entity interpreting or construing the Agreement shall not apply a presumption that the provisions herein shall be more strictly construed against one party by reason of the rule of construction that the provisions of a document shall be more strictly construed against the party who itself or through its representatives prepared same; it being agreed that the parties and their respective attorneys have fully participated in the preparation of all provisions of the Agreement.\n15. Authority. The undersigned individuals represent, warrant and certify that s/he is authorized to execute the Agreement in the capacity indicated.\n16. Assignment. The rights and obligations of the parties under this Agreement shall not be assignable except with the prior written consent of the other party hereto.\n17. Counsel. This Agreement is a legal document that creates binding obligations. All parties have been advised and have been given an opportunity to consult an attorney.\nBUYER\u2019S INFORMATION\nDATE___________\nCash on hand $_________________ Value of Securities $_____________\nEquity in real estate $______________ Other $___________________\nBUYER(S) SIGNATURE____________________________\nDATE_________________\nPRINT NAME(S)_________________________________________________\nSTREET______________________CITY_________STATE____ZIP______\nPHONE______________ CELL PHONE_____________\nEMAIL\n________________________\nAgent for Corbett Restaurant Group\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 184 - ], - [ - 184, - 233 - ], - [ - 233, - 407 - ], - [ - 407, - 568 - ], - [ - 568, - 664 - ], - [ - 665, - 979 - ], - [ - 980, - 1173 - ], - [ - 1173, - 1354 - ], - [ - 1355, - 1456 - ], - [ - 1456, - 1628 - ], - [ - 1628, - 1852 - ], - [ - 1852, - 2037 - ], - [ - 2038, - 2192 - ], - [ - 2192, - 2280 - ], - [ - 2280, - 2403 - ], - [ - 2403, - 2804 - ], - [ - 2805, - 2910 - ], - [ - 2911, - 3006 - ], - [ - 3007, - 3025 - ], - [ - 3026, - 3038 - ], - [ - 3038, - 3183 - ], - [ - 3184, - 3204 - ], - [ - 3204, - 3437 - ], - [ - 3438, - 3467 - ], - [ - 3467, - 3629 - ], - [ - 3629, - 3926 - ], - [ - 3927, - 3946 - ], - [ - 3946, - 4130 - ], - [ - 4130, - 4259 - ], - [ - 4260, - 4278 - ], - [ - 4278, - 4534 - ], - [ - 4535, - 4550 - ], - [ - 4550, - 4716 - ], - [ - 4716, - 4848 - ], - [ - 4849, - 4871 - ], - [ - 4871, - 5155 - ], - [ - 5155, - 5373 - ], - [ - 5374, - 5394 - ], - [ - 5394, - 6021 - ], - [ - 6022, - 6037 - ], - [ - 6037, - 6171 - ], - [ - 6172, - 6188 - ], - [ - 6188, - 6339 - ], - [ - 6340, - 6353 - ], - [ - 6353, - 6422 - ], - [ - 6422, - 6510 - ], - [ - 6511, - 6530 - ], - [ - 6531, - 6546 - ], - [ - 6547, - 6560 - ], - [ - 6560, - 6579 - ], - [ - 6579, - 6599 - ], - [ - 6599, - 6613 - ], - [ - 6614, - 6636 - ], - [ - 6636, - 6652 - ], - [ - 6652, - 6658 - ], - [ - 6658, - 6678 - ], - [ - 6679, - 6725 - ], - [ - 6726, - 6747 - ], - [ - 6748, - 6810 - ], - [ - 6811, - 6870 - ], - [ - 6871, - 6914 - ], - [ - 6915, - 6920 - ], - [ - 6921, - 6945 - ], - [ - 6946, - 6980 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3, - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.corbettrestaurantgroup.com/static/app/pdf/NDA-CRG-ALL-2.pdf" - }, - { - "id": 201, - "file_name": "NDA-Dollar-General-Portfolio.pdf", - "text": "Confidentiality Agreement \u2013 Non-Disclosure Agreement\nPlease return signed agreement via email to jgates@thekasegroup.com\nThis Confidentiality Agreement and Agreement for the Release of Due Diligence Materials and Waiver of Claims (\u201cAgreement\u201d) is dated ____________________, by (\u201cBuyer\u201d) regarding the Dollar General Portfolio (the \u201cProperty\u201d).\n1. Marketing Representatives. Buyer is evaluating certain property owned by Owner for the purpose of purchasing the property from Owner (the \u201cTransaction\u201d), and, to assist Buyer in evaluating a possible transaction with Owner, Owner is prepared to make available to the Buyer certain confidential, non-public or proprietary information concerning the property and the tenants (the \u201cConfidential Materials\u201d). As a condition to the Confidential Materials being furnished to Buyer and its Representatives, Buyer agrees to treat the Confidential Materials in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth.\n2. Excluded Information. The Confidential Materials shall not include information that: (i) is or becomes publicly available other than as a result of acts by Buyer in breach of this Agreement: (ii) is in Buyer\u2019s possession before disclosure by the Owner or is independently derived by Buyer without the aid, application or use of the Confidential Materials; (iii) is disclosed to Buyer by a third party on a non-confidential basis; or (iv) counsel for Buyer advises must be disclosed by law.\n3. Non-Disclosure of Confidential Materials. Buyer and its Representatives shall use the Confidential Materials solely for the purpose of evaluating a possible transaction with Owner. Buyer shall keep the Confidential Materials confidential and shall not disclose any of the Confidential Materials in any manner whatsoever, provided, however, that (i) Buyer may make any disclosure of information contained in the Confidential Materials to which Owner gives its prior written consent; and (ii) any information contained in the Confidential Materials may be disclosed to Buyer\u2019s Representatives who need to know that information for the purpose of evaluating a possible Transaction with Owner and who agree to keep that information confidential. Buyer shall be responsible for any breach of this Agreement by any of its Representatives.\n4. Disclaimer of Warranty. Neither Owner nor its Representatives has made or makes any representation or warranty regarding the accuracy or completeness of the Confidential Materials. Buyer agrees that neither Owner nor its Representatives shall have any liability to Buyer or any of its Representatives resulting from Buyer\u2019s use of the Confidential Materials, except as may be expressly set forth in a definitive written agreement, between the parties hereto with respect to a Transaction in accordance with the terms hereof.\n5. Release and Waiver of Warranties and Claims. Except as set forth herein, Buyer expressly acknowledges that the Confidential Materials are being provided solely as a courtesy and without any representation or warranty of any kind. As part of Buyer\u2019s agreement to accept and use the Confidential Materials and Audit as such use is defined herein, and as consideration for the release of the Confidential Materials by Owner, BUYER HEREBY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS, CLAIMS, CAUSES OF ACTION OR DEMAND BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE CONFIDENTIAL MATERIALS.\n6. Due Diligence. Buyer acknowledges they will be conducting due diligence with regard to the Property and that such due diligence is the sole responsibility of Buyer. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Owner, the Property or the tenants of the Property and so as to not interfere with or disturb any tenant at the Property, and Buyer will indemnify, protect, defend, and hold Owner and the Property harmless from and against any such breach of this Agreement. Without limitation on the foregoing, in no event shall Buyer contact any tenant of the Property without Owner\u2019s express written consent. Owner shall have the right, at its option, to cause a representative of Owner to be present at all inspections, reviews and examinations conducted hereunder.\n7. Remedies. Buyer acknowledges that if this Agreement is breached, Owner could not be made whole by monetary damages. Accordingly, Owner, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. Buyer shall reimburse Owner for all costs and expenses, including reasonable attorney\u2019s fees, incurred by Owner if Owner successfully enforces the obligations of Buyer and its Representatives hereunder.\n8. Brokerage Entities. Buyer has been advised that The Kase Group (\u201cTKG\u201d) is acting on behalf of Owner as broker (\u201cBroker\u201d) in connection with the proposed sale of the Property, and Owner has agreed to pay a commission to TKG upon a sale of the Property in accordance with a separate agreement between Owner and TKG. In the event the sale of the Property is consummated and the Buyer represented by a Buyer\u2019s Broker as disclosed herein, TKG shall pay to Buyer\u2019s Broker per a separate agreement out of the commissions received by TKG from Owner. Buyer and Buyer\u2019s Broker agree to indemnify and hold harmless TKG and Owner, their respective affiliates, partners, subsidiaries, reasonable attorney\u2019s fees arising out of any claim or claims by any broker, finder or similar agent (including but not limited to Broker) for commissions, fees or other compensation for bringing about any sale of the Property. Buyer shall be responsible for their broker\u2019s confidentiality in regards to the Confidential Materials.\n9. Miscellaneous\na) Assignment; Binding Effect. All of the covenants, conditions and obligations contained in this Agreement shall be binding upon and inure to the benefit of the respective successors, permitted assigns and designees of Owner, and the successors of Buyer. Buyer may not assign this Agreement.\nb) Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and every provision of this Agreement shall remain in full force and effect and enforceable to the fullest extent permitted by law.\nc) Survival. Except as otherwise provided in this Agreement, Owner and Buyer agree that the covenants, warranties and representations contained herein shall survive the completion of the services and the termination of this Agreement.\nd) Waiver. Neither party\u2019s waiver of the other\u2019s breach of any term, covenant or condition contained in this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition in this Agreement.\ne) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.\nf) Entire Agreement: Modification. This Agreement constitutes the entire agreement of the parties concerning its subject matter. There are no promises or other agreements, oral or written, express or implied, between them other than as set forth in this Agreement concerning the subject matter of this Agreement. No change or modification of, or waiver under, this Agreement shall be valid unless it is in writing and signed by duly authorized representatives of Owner and Buyer.\nIN WITNESS WHEREOF the Buyer has caused this Agreement to be duly executed as of the date set forth above.\nBUYER\n_______________________ _______________________\nSigned Company\n_______________________ _______________________\nName Address\n_______________________ _______________________\nDate City State Zip\n_______________________ _______________________\nPhone Email\nBROKER\n_______________________ _______________________\nSigned Company\n_______________________ _______________________\nName Address\n_______________________ _______________________\nDate City State Zip\n_______________________ _______________________\nPhone Email\n3288 Steiner Street, Suite 201, San Francisco, CA 94123\n", - "spans": [ - [ - 0, - 43 - ], - [ - 43, - 52 - ], - [ - 53, - 120 - ], - [ - 121, - 253 - ], - [ - 253, - 344 - ], - [ - 345, - 375 - ], - [ - 375, - 753 - ], - [ - 753, - 1028 - ], - [ - 1029, - 1054 - ], - [ - 1054, - 1117 - ], - [ - 1117, - 1223 - ], - [ - 1223, - 1388 - ], - [ - 1388, - 1465 - ], - [ - 1465, - 1521 - ], - [ - 1522, - 1567 - ], - [ - 1567, - 1706 - ], - [ - 1706, - 1870 - ], - [ - 1870, - 2011 - ], - [ - 2011, - 2267 - ], - [ - 2267, - 2357 - ], - [ - 2358, - 2385 - ], - [ - 2385, - 2542 - ], - [ - 2542, - 2885 - ], - [ - 2886, - 2934 - ], - [ - 2934, - 3119 - ], - [ - 3119, - 3535 - ], - [ - 3536, - 3554 - ], - [ - 3554, - 3704 - ], - [ - 3704, - 4114 - ], - [ - 4114, - 4251 - ], - [ - 4251, - 4408 - ], - [ - 4409, - 4422 - ], - [ - 4422, - 4528 - ], - [ - 4528, - 4770 - ], - [ - 4770, - 4792 - ], - [ - 4792, - 4972 - ], - [ - 4973, - 4996 - ], - [ - 4996, - 5290 - ], - [ - 5290, - 5518 - ], - [ - 5518, - 5876 - ], - [ - 5876, - 5979 - ], - [ - 5980, - 5996 - ], - [ - 5997, - 6028 - ], - [ - 6028, - 6253 - ], - [ - 6253, - 6289 - ], - [ - 6290, - 6307 - ], - [ - 6307, - 6599 - ], - [ - 6600, - 6613 - ], - [ - 6613, - 6834 - ], - [ - 6835, - 6846 - ], - [ - 6846, - 7081 - ], - [ - 7082, - 7100 - ], - [ - 7100, - 7205 - ], - [ - 7206, - 7241 - ], - [ - 7241, - 7335 - ], - [ - 7335, - 7519 - ], - [ - 7519, - 7685 - ], - [ - 7686, - 7792 - ], - [ - 7793, - 7798 - ], - [ - 7799, - 7823 - ], - [ - 7823, - 7846 - ], - [ - 7847, - 7861 - ], - [ - 7862, - 7886 - ], - [ - 7886, - 7909 - ], - [ - 7910, - 7922 - ], - [ - 7923, - 7947 - ], - [ - 7947, - 7970 - ], - [ - 7971, - 7990 - ], - [ - 7991, - 8015 - ], - [ - 8015, - 8038 - ], - [ - 8039, - 8050 - ], - [ - 8051, - 8057 - ], - [ - 8058, - 8082 - ], - [ - 8082, - 8105 - ], - [ - 8106, - 8120 - ], - [ - 8121, - 8145 - ], - [ - 8145, - 8168 - ], - [ - 8169, - 8181 - ], - [ - 8182, - 8206 - ], - [ - 8206, - 8229 - ], - [ - 8230, - 8249 - ], - [ - 8250, - 8274 - ], - [ - 8274, - 8297 - ], - [ - 8298, - 8309 - ], - [ - 8310, - 8365 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 48 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 11 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.thekasegroup.com/wp-content/uploads/2015/10/NDA-Dollar-General-Portfolio.pdf" - }, - { - "id": 202, - "file_name": "NDA-Fintricity-Blank.pdf", - "text": "NON DISCLOSURE AGREEMENT\nThis MUTUAL NON DISCLOSURE AGREEMENT (\u201cNDA\u201d) is dated .\nBETWEEN:\nFINTRICITY GROUP LIMITED, a company incorporated in England with registered number and having its registered office at 5 Scott Avenue, London SW15 3PA. United Kingdom. (\u201cFintricity\u201d); and\n07795055\n, who resides at\n(\u201cReceiving Party\u201d).\nIN CONSIDERATION of the premises and mutual covenants and obligations contained herein IT IS HEREBY AGREED as follows:\u2010\n1 For the purposes of this Agreement:\u2010\n(a) \"Fintricity\" means Fintricity and Fintricity Affiliates.\n(b) \"FINTRICITY Affiliate\" means any entity, whether incorporated or not, over which FINTRICITY has Control.\n(c) \u201cCompany Affiliate\u201d means any entity, whether incorporated or not, over which the Company has Control.\n(d) \"Control\" (or variants of it) means the ability whether directly or indirectly to direct the affairs of another by means of ownership, contract or otherwise.\n(e) \"Confidential Information\" shall mean all information of the disclosing party, whether commercial, financial, technical or otherwise, disclosed to the recipient in connection with the Business Purpose specified in the Schedule hereto (\"the Business Purpose\") (whether disclosed orally, in documentary form, by demonstration or otherwise) which is contained in any form whatsoever (including without limitation data, drawings, films, documents and computer readable media) and which is marked or otherwise designated to show expressly or by necessary implication that it is confidential or proprietary to the disclosing party.\n(f) \"Disclosing Party\" means the party furnishing Confidential Information, which in the case of FINTRICITY, includes any member of the FINTRICITY Group and \"the recipient\" means the party receiving it in the particular case.\n(f) \"Receiving Party\" means the party receiving Confidential Information, including any individual or individuals and \"the recipient\" means the party receiving it in the particular case.\n2 In connection with the Business Purpose it will be necessary for each party, either itself or through a third party acting as agent for it, to disclose to the other party Confidential Information of the disclosing party, which may be communicated orally, in document form, by demonstration or otherwise.\n3 Each party undertakes in respect of Confidential Information for which it is the recipient:\u2010\n(a) to treat such Confidential Information disclosed by the disclosing party as confidential;\n(b) not without the disclosing party's prior written consent in each case to communicate or disclose any part of such Confidential Information to any person except:\u2010\n(i) only to those personnel of the recipient on a need to know basis who are concerned with the Business Purpose;\n(ii) the recipient's auditors and professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the recipient;\n(iii) where the recipient is ordered by a court of competent jurisdiction to do so or there is a statutory obligation to do so except that the recipient shall use all reasonable endeavours to first inform the disclosing party in writing before any disclosure under such order or obligation is made; and\n(iv) to third parties engaged by the recipient who are concerned with the Business Purpose and who have been expressly authorised in writing by the disclosing party to receive the Confidential Information prior to disclosure.\n(c) to ensure that all persons and bodies mentioned in paragraph (b) above are made aware, prior to the disclosure of such Confidential Information, of the confidential nature thereof, that they owe a duty of confidence to the disclosing party and agree to hold such Confidential Information in confidence in accordance with the terms of this Agreement; and to use its reasonable endeavours to ensure that such persons and bodies comply with such obligations;\n(d) not to use or circulate such Confidential Information within its own organisation except solely to the extent necessary for the purposes of the Business Purpose or any other purpose the disclosing party may hereafter expressly authorise in writing;\n(e) to use all reasonable endeavours to effect and maintain adequate security measures to safeguard such Confidential Information from unauthorised access, use and misappropriation;\n(f) to procure at the request of the disclosing party for any of those persons and bodies referred to in paragraph (b) (ii) and (iv) to sign a separate confidentiality undertaking with the recipient in such form as the disclosing party may reasonably require prior to giving access to such Confidential Information.\n4 The obligations of confidentiality in Clause 3 above shall not apply:\u2010\n(a) to any portion of Confidential Information where the recipient can demonstrate that the Confidential Information concerned:\u2010\n(i) is or has become publicly known through no fault of the recipient, its employees, agents and sub\u2010contractors; or\n(ii) is lawfully received from an independent third party without any restriction and without any obligation of confidentiality; or\n(iii) is already known to the recipient with no obligation of confidentiality at the date it was disclosed by or obtained from the disclosing party; or\n(iv) is disclosed without restriction by the disclosing party to any third party.\n(b) to any development made by the recipient which is independently developed by the recipient without access to or use of the disclosing party's Confidential Information.\n5 All material containing Confidential Information furnished by or obtained from the disclosing party, including without limitation, magnetic tapes, documents, manuals, specifications, flowcharts, program listings and data file printouts, engineering drawings, architects plans, planning documents, (\"the Materials\"), shall be and remain the property of the disclosing party and shall not be reproduced in whole or part without the disclosing party's express written consent. Any copies of the Materials shall become the disclosing party's property and shall contain such copyright and other proprietary rights notice or legend as appears on the original copy.\n6 Each party may disclose Confidential Information received from the other party to other members of the recipient's company for use only in connection with the Business Purpose and each party shall be responsible for observance of the provisions of this Agreement by such other members of its respective group.\n7 Nothing contained in this Agreement shall be construed as granting to or conferring on the recipient any rights by license or otherwise, expressly or impliedly, for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement relating to the Confidential Information of the disclosing party.\n8 The parties agree that the provision of Confidential Information hereunder and any discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar or other discussions with third parties provided that no breach of this Agreement is so occasioned or oblige that party to take, continue or forego any action relating to the Business Purpose. Any estimates, forecasts or similar material provided by either party to the other shall not constitute any commitments.\n9 Upon the completion or termination of the Business Purpose, each recipient shall promptly deliver up to the disclosing party all Materials supplied by the disclosing party incorporating any Confidential Information of that party and all copies thereof and destroy or erase any Confidential Information contained in any materials and documentation prepared by or on behalf of the recipient or recorded in any memory device. Within fourteen (14) days of such request or completion of the Business Purpose the recipient shall certify in writing to the disclosing party that it has fully complied with its obligations under this Clause. Notwithstanding the foregoing each recipient may retain one copy of all Materials containing Confidential Information of the disclosing party received or made in connection with this Agreement for archival purposes only, subject always to strict compliance with the obligations of Clauses 3 and 5.\n10 The initial contact persons and/or the Disclosing Party to the Receiving Party shall be respected and honoured at all times and no attempt or hint of circumvention will be permitted by either of the parties, their respective offices, agents employees, assignees, guarantors or other associated party that comes to light at a latter stage.\n11 It is agreed that any overt or covert action of circumvention prescribed by this agreement shall constitute a fraudulent act against the other party and will be subject to judicial action, recompense for damages, possible punitive damages and injunctive relieve as imposed by the legal process.\n12 Each party agrees not to circumvent this agreement through the use of subterfuge involving the use of third parties. It is further understood that where any party contravenes the integrity of this non\u2010circumvention provision, the contravening party shall:\na. indemnify fully and pay over all commissions, fees or monies obtained by the contravening party, directly or indirectly, to the party, directly or indirectly, to the party that was violated, and\nb. indemnify and to be liable for all legal fees for all parties, which may be incurred in the course of adjudication of said violation, and\nc. be subject to possible punitive action as awarded by the legal process. The signatories agree to keep confidential the identity of any kind and all contacts so provided by any other signatories. Such identity including names, addresses, telephones, telefax numbers, telex numbers or any other means, is the property of the introducing signatory and shall not be disclosed other than under the terms thereof.\n13 The Company agrees that, during the term of this agreement and for a period of 48 months thereafter, the Company shall not, whether by itself, its officers, personnel, contractors or agents of the Company or whether by a Company Affiliate or the officers, personnel, contractors or agents of that Company Affiliates, solicit or seek to solicit orders from any customer of Fintricity for services similar to the services which Fintricity provides to that customer without the prior written consent of Fintricity.\n14 Neither party shall make or permit others to make any reference to the subject matter of the Agreement, or the Confidential Information or use the name of the other party in any public announcements, promotional, marketing or sales materials or efforts without the prior written consent of the other party and such consent shall not be unreasonably withheld or delayed.\n15 This Agreement shall become effective as of the date any Confidential Information of a disclosing party is first made available to a recipient party.\n16 Except as stated in Clause 6 herein, nothing in this Agreement is intended to confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or any right to enforce any term of this Agreement.\n17 The termination of this Agreement or the completion of the Business Purpose for any reason shall not affect the obligations set out in this Agreement.\nThis Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.\nREAD AND AGREED\nOn behalf of the Receiving Party On behalf of Fintricity\n Print Print Name:\nJob Name: Title:\nDate: Title: Date:\nSigned: Signed:\n", - 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], - [ - 11705, - 11720 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 56 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 46, - 51 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 63, - 71 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 76 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 38, - 44 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 58 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 22, - 24, - 26 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 46 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22, - 24, - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 38, - 39, - 41 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22, - 24, - 25, - 49 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 49 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.fintricity.com/wp-content/uploads/2017/02/NDA-Fintricity-Blank.pdf" - }, - { - "id": 203, - "file_name": "NDA-Instructions-Agreement-Attachment.pdf", - "text": "SECTION 01 35 70/AT1 \u2013 NON-DISCLOSURE AGREEMENT FOR BIDDERS AND CONTRACTORS & INSTRUCTIONS\nContract Documents and reference documents for the Bus Storage Project may contain protected information pertaining to sensitive, financial, commercial, or proprietary business information and/or the security of the Project. Such protected information is classified as Confidential Information, Sensitive Security Information (SSI), or Protected Critical Infrastructure Information (PCII). Bidders and Trade Subcontractors shall follow the procedures for the safeguarding of protected information specified in Section 01 35 70, Document Control Procedure for Protected Information.\nBid Plans and Specifications and reference documents (collectively, \u201cproject documents\u201d) may be obtained as follows:\n1. Project documents that do not contain any SSI are available for viewing and purchase from ARC Northern California via its online planroom. ARC\u2019s online planroom can be accessed from the contract page of the TJPA\u2019s website at www.transbaycenter.org.\n2. Project documents containing SSI are available to Bidders for viewing, downloading, and printing at the TJPA\u2019s secure website after the Bidder has submitted a signed Non-Disclosure Agreement (NDA) and list of Designated Individuals to the TJPA. The TJPA\u2019s NDA and a template for the Designated Individuals list may be downloaded from the relevant contract page of the TJPA\u2019s website at www.transbaycenter.org, and the completed forms uploaded using the \u201cupload\u201d button on the same page. A unique login will be provided to each Designated Individual granted access to the TJPA\u2019s secure website. Refer to the attachment to this Section 01 35 70/AT1 for a list of Plans and Specifications containing SSI.\n3. Bidders may purchase printed sets of Bid Plans and Specifications from ARC Northern California\u2019s planroom.\nIn accordance with Section 01 35 70, Document Control Procedure for Protected Information, Bidder shall not provide documents containing SSI to unauthorized individuals, planrooms, or printers. Planrooms and printers other than ARC Northern California must be authorized by the TJPA to print SSI. Bidders are obligated to ensure that they have obtained and/or reviewed all documents necessary to prepare and submit a complete bid.\nEND OF SECTION 01 35 70/AT1\nSPECIFICATION ISSUE LOG\nRevision Date\nA October 31, 2016\n01 35 70/ATI \u2013 NON-DISCLOSURE AGREEMENTFOR BIDDERS AND CONTRACTORS\nI, _______________________________, the Designated Individual by and for ___________________ (\u201cContractor\u201d), intending to be legally bound, hereby consent to the terms in this Non-Disclosure Agreement for Bidders and Contractors (the \u201cAgreement\u201d) in consideration of my being granted conditional access to certain Confidential Information, Sensitive Security Information (\u201cSSI\u201d), and Protected Critical Infrastructure Information (\u201cPCII\u201d), as defined below, that may be owned by, produced by or for, or in the possession of the Transbay Joint Powers Authority (\u201cTJPA\u201d) relating to the Bus Storage Project (the \u201cProject\u201d). The classification of information as Confidential Information, SSI, and/or PCII is made by the TJPA and/or the United States Department of Transportation and the United States Department of Homeland Security (Transportation Security Administration).\nThe TJPA recognizes the need to share certain Confidential Information, SSI, and/or PCII with the Designated Individual and Contractor to allow them to prepare and submit a bid for a portion of the work at the Project and/or perform a portion of the work at the Project. The Designated Individual and Contractor acknowledge that in order for them to perform their duties and/or obligations with regard to preparing and submitting a bid or performing their work at the Project, they may require access to certain Confidential Information, SSI, and/or PCII, and that the TJPA, by granting the Designated Individual access to such information, has placed a special confidence and trust in him/her to ensure that such information is not subject to unauthorized disclosure and use. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Designated Individual, for himself/herself and on behalf of the Contractor, agrees as follows:\n1. Applicable Definitions.\na. Confidential Information. As used herein, the term \u201cConfidential Information\u201d includes (1) information that contains sensitive financial, commercial, or other proprietary business information concerning or relating to the TJPA or the Project; (2) information that contains sensitive financial, commercial, or other proprietary business information received from third parties under Non-Disclosure and/or Confidentiality Agreements; or (3) information that the TJPA has determined, in its sole discretion, to constitute confidential, privileged, sensitive, or proprietary information concerning the Project\u2019s security, operations, or facilities.\n b. Sensitive Security Information or SSI. As used herein, the terms \u201cSensitive Security Information\u201d or \u201cSSI\u201d includes information about security, operations, facilities or other assets or capital projects whose disclosure would be detrimental to the security of TJPA\u2019s employees or patrons, or would invade an individual\u2019s privacy, or reveal trade secrets or privileged or confidential information.\nc. Protected Critical Infrastructure Information or PCII. As used herein, the terms \u201cProtected Critical\nInfrastructure Information\u201d or \u201cPCII\u201d includes information that is not customarily in the public domain and relates to the security of critical infrastructure or protected systems and includes information regarding systems, facilities, or operational security, or that is proprietary, business sensitive, or which might be used to identify a person who submits such information to a federal agency, such as the Department of Homeland Security.\nd. Specification. As used herein, the term \u201cSpecification\u201d refers to the Specification set forth in Section 01 35 70, entitled \u201cDocument Control Procedure For Protected Information\u201d (\u201cTJPA\u2019s Document Control Procedure\u201d).\n2. Non-Disclosure Of Confidential Information, SSI, Or PCII.\nConfidential Information, SSI, and PCII shall be held and treated in the strictest confidence in a manner designed to prevent the unauthorized disclosure to third parties. Confidential Information, SSI, and PCII may appear in records in written or electronic form, including but not limited to, drawings, photographs, schematics, plans, memorandums, reports, emails, videos, tape recordings, and Powerpoint presentations. Confidential Information, SSI, and/or PCII shall not be disclosed to third parties without the express written permission of the Executive Director of the TJPA or her designee; and if such permission is granted, then said information will be provided only upon the execution of a Non-Disclosure Agreement by that third party.\nIf at any time Confidential Information, SSI, or PCII is disclosed in violation of this Agreement, including but not limited to any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation that the Designated Individual has knowledge of (whether or not he/she is personally involved), the Designated Individual shall immediately give the TJPA written notice of that fact and a detailed account of the circumstances regarding such disclosure. The Designated Individual\u2019s anonymity shall be kept to the extent possible when reporting security violations.\n3. Use and Handling of Information.\nConfidential Information, SSI, or PCII so marked shall be used solely for the purpose of preparing and submitting a bid for a portion of the work at the Project and/or performing work at the Project, and shall not be used for any other purpose without the express written consent by the Executive Director of the TJPA or her designee.\nConfidential Information, SSI, and PCII shall be handled and safeguarded by the Designated Individual in a manner that affords sufficient protection to prevent the unauthorized disclosure of or access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information.\nThe Designated Individual shall not alter or remove the protective markings of \u201cConfidential Information,\u201d \u201cSensitive Security Information,\u201d or \u201cProtected Critical Infrastructure Information,\u201d which may appear on documents that the Designated Individual reviews. Confidential Information, SSI, or PCII may be used for the sole purpose of preparing and submitting a bid for a portion of the work at the Project and/or performing work at the Project. If the Designated Individual must use Confidential Information, SSI, or PCII to create derivative documents for the purpose of preparing and submitting a bid for a portion of the work and/or performing work at the Project, the appropriate protective marking shall be carried forward to the derivative documents. All derivative documents shall be protected in the same manner as the original documents.\n4. Representations And Warranties.\nThe Designated Individual represents and warrants that he/she has reviewed, understands, and is familiar with the TJPA\u2019s Document Control Procedure, the Contractor\u2019s Document Control Procedure, and the standards for protecting Confidential Information, SSI, and PCII as set forth in the TJPA\u2019s Document Control Procedure and as set forth in the relevant laws, regulations, and/or directives applicable to the specific categories of information to which the Designated Individual may be granted access.\nThe Designated Individual further represents and warrants that he/she understands that the TJPA may conduct inspections, at any time or place, for the purpose of ensuring compliance with the conditions for access, dissemination, handling, and safeguarding information under this Agreement.\nThe Designated Individual further represents and warrants that he/she is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a person with a need to know the Confidential Information, SSI, or PCII to prepare and submit a bid for a portion of the work and/or perform work at the Project, and is fully authorized to enter into this Agreement by the Contractor.\n5. Requests For Disclosure By Third Parties.\nIf a subpoena, discovery request, Court order, Freedom Of Information Act Request, or any other request or demand authorized by law seeking disclosure of the Confidential Information, SSI, or PCII is received by the Designated Individual, individually or on behalf of the Contractor, the Designated Individual shall immediately notify the TJPA thereof in order to permit the TJPA to investigate the circumstances, prepare any appropriate documentation, seek to quash the subpoena, to seek a protective order, or to take such other action regarding the request as it deems appropriate; and the undersigned will fully cooperate in the TJPA\u2019s efforts in this regard. The Designated Individual, the Contractor, and its respective counsel will use their best efforts to obtain confidential treatment thereof by cooperating with the TJPA to obtain a protective order. In the absence of a protective order, disclosure shall be made of only that part of the Confidential Information, SSI, or PCII as is required to be disclosed, after advisement and consultation with the TJPA. If Confidential Information, SSI, or PCII is inappropriately disclosed, the undersigned will immediately report that fact and the circumstances to the TJPA.\n6. Retention Limitations; Return Of Information.\nUpon the earlier occurrence of: (1) the TJPA\u2019s written request; (2) ten (10) business days after Final Completion of the Project (or for non-successful Bidders, within ten (10) business days after the award of the Trade Work subcontract); (3) upon the conclusion of the Designated Individual\u2019s duties, association, or support to the Contractor in connection with the Project; or (4) upon the determination that the Designated Individual\u2019s official duties do not require further access to Confidential Information, SSI, or PCII, any and all documents containing Confidential Information, SSI, or PCII in the possession of the Designated Individual shall be promptly destroyed, or, if requested by the TJPA, returned to the TJPA.\nUpon returning or destroying the aforementioned documents, the Designated Individual shall sign the Affidavit of Return or Destruction in the form set forth in Section 01 35 70/AT2. The Designated Individual understands and acknowledges that for documents returned to the TJPA, it is within the TJPA\u2019s sole discretion to determine whether to destroy or maintain any returned documents.\nNotwithstanding the foregoing, if required by law, the Designated Individual may retain documents containing Confidential Information, SSI, or PCII only if: (1) the TJPA is notified in writing of such retention; and (2) the Designated Individual continues to abide by the requirements of this Agreement with respect to protection of Confidential Information, SSI, or PCII.\n7. Violations And Remedies.\nUnauthorized Disclosure: If a Contractor or any Designated Individual knows or has a reasonable belief that documents subject to the Specification have been or may be disclosed to an unauthorized person(s), the Contractor and/or Designated Individual shall immediately notify the TJPA. The TJPA shall make the final determination as to whether a violation of the Specification occurred and the course of action to address the violation.\nRemedies: Any Contractor or Designated Individual that violates the Specification with respect to Confidential Information, SSI and/or PCII shall, at the TJPA\u2019s election, be subject to any of the following: (1) written reprimand of the Contractor and/or Designated Individual; (2) termination of the Contractor or Designated Individual\u2019s access to Confidential Information, SSI, or PCII; (3) directive to the Contractor to immediately suspended the Designated Individual from performing any further work relating to the Project; (4) if a contract has been awarded, treatment of the unauthorized disclosure of Confidential Information, SSI, or PCII as a material breach of the contract, warranting the termination of the contract for cause; (5) commencement of legal proceedings for any other legal rights and remedies, including injunctive relief and monetary damages arising from the breach of contract; (6) reporting of any violation related to SSI or PCII to the Department of Homeland Security, the Transportation Security Administration, or the Department of Transportation (these agencies may also independently assess penalties and/or take corrective action as provided under Federal law, including 49 C.F.R. \u00a7\u00a7 15.17 and 1520.17); (7) disqualification of a Contractor from bidding on any work for the Project; and/or (8) written directive to retrieve all Confidential Information, SSI, and/or PCII disclosed to unauthorized persons at Contractor\u2019s expense and to cease future unauthorized disclosure. If legal proceedings to enforce any remedy set forth under this paragraph are commenced by the TJPA, the prevailing party in such legal action shall be entitled to reasonable attorney\u2019s fees and costs. Furthermore, Contractor agrees to indemnify the TJPA for any expenses or damages (including attorney\u2019s fees or costs) incurred by the TJPA arising out of or relating to the Contractor and/or Designated Individual\u2019s unauthorized disclosure of Confidential Information, SSI, and/or PCII.\n8. Duration And Survival Of Confidentiality Obligations.\nThe obligations under this Agreement shall be perpetual (unless otherwise provided for herein) or until such time as the information is no longer considered Confidential Information, SSI, or PCII and a written notice to that fact is provided to the Designated Individual and/or the Contractor by the Executive Director of the TJPA.\n9. Severability.\nEach provision of this Agreement is severable and, if a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect.\n10. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Designated Individual specifically and irrevocably consents to the exclusive jurisdiction of any Federal or State court in the County of San Francisco and State of California with respect to all matters concerning this Agreement and its enforcement.\n11. Modification.\nThis Agreement may not be changed, modified, discharged, or terminated, except by an instrument in writing signed by the Executive Director of the TJPA or her designee.\nACCEPTED AND AGREED:\nI declare under penalty of perjury under the laws of the United States that I have read, understood, and will comply, in full, with the obligations set forth under this Non-Disclosure Agreement for Bidders and Contractors.\nDESIGNATED INDIVIDUAL\nNAME: (typed/printed) ________________________________ CONTRACTOR: ________________________\n(EMPLOYER)\nSIGNATURE _______________________________________ EMAIL: _______________________________\nTITLE: ____________________________________________ DATE: ________________________________\nACKNOWLEDGED:\nThe Designated Individual above is an employee, officer, director, agent, representative, subcontractor, or consultant that has been designated by the Contractor as a Designated Individual of the Contractor and is duly authorized to execute this Agreement. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.\nCONTRACTOR\nNAME: (typed/printed) ________________________________ SIGNATURE __________________________\nTITLE: ____________________________________________ DATE: ________________________________\nADDRESS: _________________________________________ BUSINESS LICENSE # __________________\nPHONE: ___________________________________________ CONTRACTOR\u2019S\nLICENSE # ____________________________\nEMAIL: ___________________________________________\nWITNESSED:\nI declare under penalty of perjury under the laws of the United States that the Designated Individual identified above is personally known to me and the information concerning said Designated Individual as set forth above is true and correct.\nWITNESS\nNAME: (typed/printed) __________________________________\nSIGNATURE _________________________________________\nDATE\nSPECIFICATION ISSUE LOG\nRevision Date\nA October 31, 2016\nSECTION 01 35 70/AT1b \u2013 NON DISCLOSURE AGREEMENT ATTACHMENT\nPlans and Specifications for the Transit Center Project may contain information designated as Sensitive Security Information (SSI). Such Plans and Specifications are available to Bidders who have completed the TJPA\u2019s Non-Disclosure Agreement. This attachment identifies the Plans and Specifications for the Bus Storage project containing SSI.\nSection/Plan Title\nSE-0000 Security & Fire Alarm Index \u2013 Bus Storage Project \u2013 SSI\nSE-0001 Security & Fire Alarm General Notes \u2013 Bus Storage Project \u2013 SSI\nSE-0002 Security & Fire Alarm Legend \u2013 Bus Storage Project \u2013 SSI\nSE-0003 Security & Fire Alarm Abbreviations \u2013 Bus Storage Project \u2013 SSI\nSE-2003 Security & Fire Alarm Enlarged Site Plan - South \u2013 Bus Storage Project \u2013 SSI\nSE-2004 Security & Fire Alarm Enlarged Plan - North \u2013 Bus Storage Project \u2013 SSI\nSE-2005 Security & Fire Alarm Enlarged Plans \u2013 Bus Storage Project \u2013 SSI\nSE-5001 Fire Alarm Details & Single Line Diagram \u2013 Bus Storage Project \u2013 SSI\nSE-5002 Security Details \u2013 Bus Storage Project \u2013 SSI\nSE-5003 CCTV Details \u2013 Bus Storage Project \u2013 SSI\nSE-6001 Security Single Line Diagrams \u2013 Bus Storage Project \u2013 SSI\nTE-1000 Telecommunications Site Plan Overall \u2013 Bus Storage Project \u2013 SSI\nTE-5001 Telecommunications Pull Box Details \u2013 Bus Storage Project \u2013 SSI\nTE-5002 Telecommunications Single Line Diagram \u2013 Bus Storage Project \u2013 SSI\n13 34 23 26 Guard Booth \u2013 SSI\nEND OF SECTION\nSPECIFICATION ISSUE LOG\nRevision Date\nA October 31, 2016\n", - 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Purpose. The Discloser has agreed to make available to the Recipient certain Confidential Information (as defined below) of the Discloser for the purpose of performing an Information Security Assessment of the Discloser. Additionally, while performing Penetration Testing activities, the Recipient may discover Confidential Information about the Discloser.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Discloser in writing.\n3. Non-Disclosure of Confidential Information. The Recipient agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Recipient has had or will have directors, officers, employees, consultants and agents of Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.\n4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.\n5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded.\n6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement.\n7. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the date of this Agreement.\n8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\n9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, and shall be binding upon the parties hereto in The United States of America and worldwide. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\n10. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nDISCLOSER RECIPIENT (M5 Computer Security)\nSigned:_________________________________ Signed:_________________________________\nName: _________________________________ Name: M5 Systems (Michael McCafferty)\nTitle: __________________________________ Title: President / Security Engineer\nDate: ________________ Date: ________________\n", - "spans": [ - [ - 0, - 30 - ], - [ - 31, - 46 - ], - [ - 46, - 83 - ], - [ - 83, - 171 - ], - [ - 172, - 184 - ], - [ - 184, - 396 - ], - [ - 396, - 531 - ], - [ - 532, - 547 - ], - [ - 547, - 1083 - ], - [ - 1083, - 1172 - ], - [ - 1172, - 1343 - ], - [ - 1343, - 1507 - ], - [ - 1507, - 1565 - ], - [ - 1566, - 1613 - ], - [ - 1613, - 1748 - ], - [ - 1748, - 2024 - ], - [ - 2024, - 2447 - ], - [ - 2447, - 2897 - ], - [ - 2897, - 3048 - ], - [ - 3049, - 3074 - ], - [ - 3074, - 3377 - ], - [ - 3377, - 3579 - ], - [ - 3580, - 3604 - ], - [ - 3604, - 3847 - ], - [ - 3848, - 3871 - ], - [ - 3871, - 4255 - ], - [ - 4256, - 4265 - ], - [ - 4265, - 4445 - ], - [ - 4446, - 4464 - ], - [ - 4464, - 4690 - ], - [ - 4690, - 4790 - ], - [ - 4791, - 4826 - ], - [ - 4826, - 5046 - ], - [ - 5046, - 5196 - ], - [ - 5197, - 5211 - ], - [ - 5211, - 5496 - ], - [ - 5496, - 5933 - ], - [ - 5934, - 6037 - ], - [ - 6038, - 6080 - ], - [ - 6081, - 6086 - ], - [ - 6086, - 6122 - ], - [ - 6122, - 6127 - ], - [ - 6127, - 6162 - ], - [ - 6163, - 6169 - ], - [ - 6169, - 6203 - ], - [ - 6203, - 6240 - ], - [ - 6241, - 6248 - ], - [ - 6248, - 6283 - ], - [ - 6283, - 6319 - ], - [ - 6320, - 6326 - ], - [ - 6326, - 6343 - ], - [ - 6343, - 6349 - ], - [ - 6349, - 6365 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.m5computersecurity.com/partners/NDA-M5-Systems.pdf" - }, - { - "id": 206, - "file_name": "NDA-ONSemi_IndustryAnalystConf-2011.pdf", - "text": " Confidentiality and Non-Disclosure Agreement\nThis Confidentiality and Non-Disclosure Agreement (\"Agreement\") is made and entered into as of ______________, 2011, by and between Semiconductor Components Industries, LLC, a Delaware limited liability company and its subsidiaries and affiliates, with offices located at 5005 E. McDowell Road, Phoenix, Arizona (dba \u201cON Semiconductor\u201d) and _____________________________________________________________________, an _____________________________ ____________________________________________________________________ company with offices located at _______ _________________________________________________. Either party may receive or disclose Confidential Information under this Agreement. The party disclosing Confidential Information shall be considered the \"Discloser.\" The party receiving Confidential Information shall be considered the \"Recipient.\"\nIn consideration of the mutual promises and covenants contained in this Agreement, and to assure the protection and preservation of the proprietary and/or confidential nature of the information to be disclosed or made available to each other, the parties hereto agree as follows:\n1. Definition. \u201cConfidential Information\u201d means any non-public information, whether in tangible, machine readable, oral, visual or electronic form, disclosed by either of the parties to the other, which the Discloser identifies at the time of disclosure as confidential and/or proprietary by means of a verbal notice legend, marking, stamp or other notice conspicuously designating the information to be confidential and/or proprietary. Confidential Information includes, without limitation, any specification, layout, design, drawing, formula, technique, algorithm, know-how, sample product, test data, information related to engineering, manufacturing, sales, marketing, management or quality control, financial information or other information related to the business operations of the Discloser.\n2. Use of Confidential Information. Confidential Information disclosed during the ON Semiconductor Industry Analyst Conference to be held by invitation only on April 18-20, 2011, in Scottsdale, Arizona, hereunder may only be used for the following purpose: For evaluation and discussion of market trends and data refinement in the areas of ON Semiconductor\u2019s focus market segments. (hereinafter \u201cAuthorized Purpose\u201d).\nEach Discloser represents that it has the right to disclose Confidential Information to the Recipient for the Authorized Purpose(s) stated above.\n3. Use and Protection of Confidential Information. Confidential Information may be exchanged between the parties under this Agreement to the extent necessary to fulfill the Authorized Purpose, and shall not be used for any other purpose. Recipient acknowledges that the Discloser\u2019s Confidential Information is a special, valuable and a unique asset, and agrees that for a period of three (3) years following the receipt of the Confidential Information it shall: (a) not disclose the Confidential Information to any third party without written consent of Discloser, (b) restrict dissemination of Confidential Information to only its employees, contractors, or agents who are directly participating in the Authorized Purpose, who have a need to know the Confidential Information, and who are bound by a duty of confidentiality under terms no less restrictive than contained herein concerning the use of Confidential Information, and (c) use the same degree of care as for its own information of like importance, but at least reasonable care, in preventing disclosure of Confidential Information. Recipient further agrees not to reverse engineer, decompile, disassemble any prototypes, software, hardware or other tangible objects or products provided hereunder which embody the Confidential Information of the Discloser.\n4. Exceptions. This Agreement imposes no obligation upon Recipient with respect to Confidential Information which is:\n(a) is or becomes generally known or publicly available through no act or failure on the part of Recipient, or\n(b) approved in writing by the Discloser for public release or disclosure by the Recipient; or\n(c) disclosed to a third party by Discloser without a duty of confidentiality or is lawfully obtained by Recipient from a third party without a duty of confidentiality or restriction on disclosure, or\n(d) independently known by or independently developed by the Recipient without the use of Confidential Information disclosed by the Discloser; or\n(e) is required to be disclosed pursuant to the order of a court of competent jurisdiction; or otherwise required to be disclosed by law through no act of the Recipient, provided, however, that the Recipient has notified the Discloser upon learning of the possibility that disclosure could be required pursuant to any such law or legal order and has given the Discloser a reasonable opportunity to contest or limit the scope of such required disclosure and has cooperated with the Discloser toward this end.\n5. Term and Termination. This Agreement shall terminate thirty (30) days after the effective date of this Agreement. Termination shall not, however, affect the rights and obligations included herein with respect to Confidential Information disclosed hereunder prior to termination. Upon termination of this Agreement, each party will, upon request of the Discloser, and within a reasonable period of time thereafter, return all Confidential Information received from the Discloser and copies made thereof by the Recipient, or, if acceptable to the Discloser, certify by written memorandum that all such Confidential Information has been destroyed. Each party may retain one archival copy to be used only in resolving a dispute concerning this Agreement.\n6. Rights and Remedies. Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured party is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.\n7. No Formal Business Relationship. This Agreement is for the purpose of protecting Confidential Information only and shall not be construed to create any agency, partnership, joint venture or other such relationship between the parties, nor shall the exchange of Confidential Information represent any commitment by the parties to enter into any business relationship. If the parties desire to pursue business opportunities, the parties shall execute a separate written agreement to govern such business relationship.\n8. No Obligation to Disclose or Warranty. Neither party has an obligation to supply Confidential Information hereunder. Confidential Information disclosed hereunder is provided on a \u201cAS IS\u201d basis, without any warranty, whether express, implied or otherwise, regarding its accuracy, usefulness or performance\n9. No Transfer or License of Intellectual Property. Recipient agrees that all Confidential Information received is and will remain the sole property of Discloser. Neither the execution of this Agreement, nor the furnishing of any Confidential Information hereunder shall be construed as a grant by implication, estoppel or otherwise, of a license by either party to the other to make, have made, use or sell any product using Confidential Information or as a license under any patent, patent application, utility model, copyright, maskwork right, or any other intellectual property right.\n10. Assignment. This Agreement and the rights and obligations hereunder may not be transferred or assigned by one party without the prior written approval of the other party hereto.\n11. Export Control Laws and Regulations. Recipient agrees it will not, in any form, export, re-export, resell, ship or divert or cause to be exported, re-exported, re-sold, shipped or diverted, directly or indirectly, any product or technical data furnished hereunder, or the direct product of such technical data, to any country for which the United States Government requires an export license, or other approval, without first obtaining such license or approval.\n12. Applicable Law. The law of the state of New York, U.S.A. except for its choice of laws rules shall govern this Agreement. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys fees and costs. The Recipient agrees that, in addition to all other remedies, the Discloser shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any breach or threatened breach of the obligations herein.\n13. Binding Effect. This Agreement shall be binding upon each party, its affiliates, respective employees, agents, representatives, successors, and assigns. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by authorized representatives of both parties.\n14. Entire Agreement. This Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all prior and collateral communications, reports, and understandings between the parties in respect thereto.\nSemiconductor Components Industries LLC Insert Full Company Name\nBy: By:\nName: Name:\nTitle: Corporate Contracts Manager Title:\nDat Date:\n", - "spans": [ - [ - 0, - 1 - ], - [ - 1, - 45 - ], - [ - 46, - 387 - ], - [ - 387, - 458 - ], - [ - 458, - 461 - ], - [ - 461, - 491 - ], - [ - 491, - 560 - ], - [ - 560, - 592 - ], - [ - 592, - 600 - ], - [ - 600, - 651 - ], - [ - 651, - 735 - ], - [ - 735, - 818 - ], - [ - 818, - 899 - ], - [ - 900, - 1179 - ], - [ - 1180, - 1195 - ], - [ - 1195, - 1617 - ], - [ - 1617, - 1979 - ], - [ - 1980, - 2016 - ], - [ - 2016, - 2362 - ], - [ - 2362, - 2397 - ], - [ - 2398, - 2543 - ], - [ - 2544, - 2595 - ], - [ - 2595, - 2782 - ], - [ - 2782, - 3006 - ], - [ - 3006, - 3109 - ], - [ - 3109, - 3475 - ], - [ - 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"spans": [ - 29, - 34 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23, - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.onsemi.com/site/pdf/NDA-ONSemi_IndustryAnalystConf-2011.pdf" - }, - { - "id": 207, - "file_name": "NDA-Prasad.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered by and between Venkata Guruprasad (\u201cPrasad\u201d), an individual residing at 1506 Village Drive, Brewster, New York 10509, USA (\u201cDisclosor\u201d),\nand\n________________________________________________________________________\n( ) an individual residing at\n( ) a corporation having a business address at\n________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ (\u201cRecipient\u201d).\nW I T N E S S E T H\nWHEREAS, Disclosor and Recipient are interested in discussing a possible business arrangement related to certain technological developments and products of Disclosor including, without limitation, _____________________________________________________________________ (hereinafter, the \"Discussion\");\nWHEREAS, in connection with the Discussion, it will be necessary for Disclosor to disclose substantial proprietary business, marketing, technical and/or trade secret information to Recipient in confidence;\nWHEREAS, certain portions of the technical, marketing and business information which are to be disclosed may be of a confidential and/or proprietary character and include trade secrets of the Disclosor (hereinafter \"Confidential Information\"), it is necessary to restrict the Recipient's use of the Confidential Information.\nNOW THEREFORE, in consideration of the disclosure of Confidential Information hereunder, the parties to this Agreement agree that the use and disclosure of the Confidential Information shall be governed by the following terms and conditions:\n1. This Agreement shall come into force on the date both parties have executed this Agreement. All disclosures contemplated hereunder shall be completed within six (6) months from the date of the last party to execute this Agreement. This Agreement shall remain in effect for a period of five (5) years from the date of the last disclosure hereunder.\n2. As used herein, the term \"Confidential Information\" shall be deemed to include any technical, marketing, business and trade secret information disclosed by the Disclosor, but excludes such information which:\n(a) is presently in Recipient's possession, provided that: (i) such information has not been obtained from the Disclosor; (ii) that such possession can be demonstrated by the Recipient's written records and (iii) that Recipient so informs Disclosor in writing within 30 days from receipt of such Confidential Information;\n(b) is, or becomes, generally available to the public through, for example, such sources as patents or other generally circulated publications, and such availability to the public does not result from any fault of the Recipient;\n(c) is received by the Recipient in written form from a third party having no obligation to the Disclosor to keep it confidential; or\n(d) is independently developed by the Recipient provided that such development can be demonstrated by the Recipient's written records.\n3. Where practical, Confidential Information shall be disclosed in Documentary or tangible form marked \"Confidential\". Where disclosures are made orally or by visual inspection, the Disclosor shall confirm in writing the fact and general nature of each disclosure within a reasonable time after each such disclosure is made.\n4. The Recipient agrees that the sole purpose for the Disclosor disclosing its Confidential Information to the Recipient is to enable Recipient to evaluate the Confidential Information for purposes of the Discussion. The Recipient will take all reasonable steps necessary to hold in strictest confidence all Confidential Information and to use such Confidential Information solely for this purpose. Any use by the Recipient of such Confidential Information for any other purpose shall be considered unauthorized.\n5. The Recipient will disclose Confidential Information only to its employees, agents and representatives with a need to know such Confidential Information who are bound in writing to keep it confidential and only to the extent necessary for the Discussion to be conducted.\n6. Recipient agrees that it will not use the Confidential, nor disclose the Confidential Information to others through any act or omission by Recipient, except with the prior written consent of Disclosor.\n7. All Confidential Information disclosed by Disclosor to Recipient shall remain the property of Disclosor. The Recipient will return to the Disclosor, upon request, any documents or other tangible materials disclosed by the Disclosor or generated by the Recipient pertaining to the Discussion.\n8. Neither this Agreement nor the disclosure of any information by the Disclosor shall be deemed to constitute by implication or otherwise, a vesting of any title or interest or a grant of any license, immunity or other right to the Recipient with regard to the Confidential Information.\n9. Nothing in this Agreement shall be deemed to constitute a joint venture, or partnership, or any other arrangement, business, financial, or otherwise between the parties hereto.\n10. This Agreement shall be governed and construed in accordance with the laws of the State of New York.\n11. This Agreement may be amended, superseded or canceled, and any of the terms hereof may be waived, only by a written instrument signed by the parties hereto.\n12. This Agreement sets forth the entire agreement and understanding between the parties thereto as to the subject matter hereof and supersedes all prior discussions, commitments, agreements, arrangements and understandings of any nature between the parties hereto relating to the subject matter hereof.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by on the dates set forth below by their duly authorized representatives:\nDISCLOSER\nDated: _____________ ___________________________\nV. GURUPRASAD\n RECIPIENT\nDated: ______________ By: ________________________\nName: Title:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 196 - ], - [ - 197, - 200 - ], - [ - 201, - 273 - ], - [ - 274, - 303 - ], - [ - 304, - 350 - ], - [ - 351, - 424 - ], - [ - 424, - 497 - ], - [ - 497, - 570 - ], - [ - 570, - 584 - ], - [ - 585, - 604 - ], - [ - 605, - 802 - ], - [ - 802, - 904 - ], - [ - 905, - 1110 - ], - [ - 1111, - 1435 - ], - [ - 1436, - 1677 - ], - [ - 1678, - 1773 - ], - [ - 1773, - 1912 - ], - [ - 1912, - 2028 - ], - [ - 2029, - 2239 - ], - [ - 2240, - 2299 - ], - [ - 2299, - 2362 - ], - [ - 2362, - 2447 - ], - [ - 2447, - 2561 - ], - [ - 2562, - 2790 - ], - [ - 2791, - 2924 - ], - [ - 2925, - 3059 - ], - [ - 3060, - 3179 - ], - [ - 3179, - 3384 - ], - [ - 3385, - 3602 - ], - [ - 3602, - 3784 - ], - [ - 3784, - 3897 - ], - [ - 3898, - 4171 - ], - [ - 4172, - 4376 - ], - [ - 4377, - 4485 - ], - [ - 4485, - 4671 - ], - [ - 4672, - 4959 - ], - [ - 4960, - 5139 - ], - [ - 5140, - 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"spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 30, - 31, - 33 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.inspiredresearch.com/doc/NDA-Prasad.pdf" - }, - { - "id": 208, - "file_name": "NDA-ROI-Corporation.pdf", - "text": "NON-DISCLOSURE AGREEMENT FOR PROSPECTIVE PURCHASERS\nI , ______________________, acknowledge and agree to the terms and conditions set forth herein as concerns a contemplated business relationship between parties, insofar as Vendor, (the \u201cDisclosing Party\u201d) desires to disclose to me (the \u201cReceiving Party\u201d) certain confidential and proprietary information (\u201cConfidential Information\u201d) in connection with a professional practice for sale by Vendor, represented exclusively by and through ROI Corporation (\u201cAgent for the Vendor\u201d).\nFor the purposes of this Agreement, \u201cConfidential Information\u201d shall mean information that is used in Disclosing Party's business and is:\n(i) proprietary to, about or created by Disclosing Party;\n(ii) gives Disclosing Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Disclosing Party;\n(iii) designated as Confidential Information by Disclosing Party, or from all the relevant circumstances should reasonably be assumed by Receiving Party to be confidential and proprietary to Disclosing Party including information and documentation clearly and conspicuously marked with a legend identifying its Confidential, Classified and Proprietary in nature:\n(iv) not generally known by Receiving Party\nFor the purpose of this Agreement, Confidential Information shall also include, but is not necessarily limited to, any and all information, financial statements, legal documents, location of the practice(s), and identity of the Vendor, the fact that the practices are available for purchase, business records and plans, patient lists and records, employee lists and records, trade secrets, operations, technical information, pricing structure, costs, marketing strategies and market research and patient demographics pertaining to the professional practice(s) for which I am inquiring.\nI hereby acknowledge and agree that all information pertaining to the professional practice(s) that I am introduced to by ROI Corporation shall be obtained exclusively through ROI Corporation and that I WILL NOT CONTACT THE OWNER(s), STAFF, PATIENTS or other advisors of the practice(s), unless I am ACCOMPANIED BY AN ASSOCIATE OF ROI CORPORATION. I further agree not to write or mark the Appraisal(s), nor shall I copy or reproduce any information in any manner whatsoever without the prior consent of ROI Corporation.\nThe Receiving Party shall take all practical steps to keep the Disclosing Party\u2019s Confidential Information confidential and shall restrict access to the Confidential Information to those agents and professional advisers to whom disclosure is necessary in pursuit of the Approved Purpose. Each Party shall inform all such employees, agents and professional advisers of the provisions of this Agreement and shall be responsible for ensuring compliance with the said provisions by all agents and professional advisers.\nReceiving Party acknowledges and agrees that due to the sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm to the Disclosing Party and that the Disclosing Party shall therefore be entitled to equitable relief in addition to all other remedies available at law.\nIn addition, the Receiving Party acknowledges that the following specific Confidential Information, namely:\nKnowledge of the identity of the Disclosing Party, coupled with the fact that that the Disclosing Party\u2019s practice(s) are for sale, or that the Disclosing Party has commissioned appraisal(s) for the possible sale of same would, if disclosed by the Receiving Party and such information thereby came to the knowledge of STAFF (either employees or associates) of the practices, cause significant damages to the Disclosing Party though departure of STAFF and/or Patients, which damages would be difficult to quantify. Accordingly, Receiving Party acknowledges that a breach of this confidentiality agreement with respect to this specific Confidential Information which results in such information becoming known to STAFF and/or Patients will entitle Disclosing Party to liquidated damages in the sum of $250,000.00, it being expressly understood and agreed that such sum is a genuine pre-estimate of damages and not penalty.\nAll negotiating, drafting and presentations of offers shall be handled through ROI Corporation, as AGENT FOR THE VENDOR, on ROI Corporation\u2019s standard offer documentation and that I will seek independent legal advice for review prior to issuing my signature.\nThis Agreement is valid for 36 months and will expire 3 years from the date it was signed.\nPer: ___________________________________________ date: __________________\n_____________________________\nPlease print name of above\n______________________________\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 528 - ], - [ - 529, - 666 - ], - [ - 667, - 724 - ], - [ - 725, - 921 - ], - [ - 922, - 1284 - ], - [ - 1285, - 1328 - ], - [ - 1329, - 1914 - ], - [ - 1915, - 2263 - ], - [ - 2263, - 2434 - ], - [ - 2435, - 2723 - ], - [ - 2723, - 2950 - ], - [ - 2951, - 3268 - ], - [ - 3269, - 3376 - ], - [ - 3377, - 3891 - ], - [ - 3891, - 4297 - ], - [ - 4298, - 4556 - ], - [ - 4557, - 4647 - ], - [ - 4648, - 4653 - ], - [ - 4653, - 4697 - ], - [ - 4697, - 4703 - ], - [ - 4703, - 4721 - ], - [ - 4722, - 4751 - ], - [ - 4752, - 4778 - ], - [ - 4779, - 4809 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 2, - 5, - 13, - 14, - 15 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://roicorp.com/wp-content/uploads/2013/01/NDA-ROI-Corporation.pdf" - }, - { - "id": 209, - "file_name": "NDA-STP-Performance-Coating-revC.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is effective __________(DATE), by and between STP Performance Coating, LLC, a Limited Liability Company, 1131W.Watkins Street, Phoenix, AZ 85007 and _______________________________(COMPANY) having a place of business at ___________________________________(Address) (\"Company\").\nWHEREAS STP and Company (each a \"Disclosing Party\", and together the \"Parties\") contemplate that they may disclose Proprietary Information (as defined below) to the other party (the \"Receiving Party\") relating to the following activity: exchange of technical and business information related to Coatings for military and non military applications in support of quoting activities and potential procurement of painting and chemical conversion services (the \"Purpose\").\nNOW THEREFORE, in consideration of the mutual obligations and promises contained in this Agreement, the Parties agree as follows:\n1. \"Proprietary Information\" means any information, knowledge, or data that is received by the Receiving Party from the Disclosing Party in furtherance of or pursuant to the Purpose, and that is (a) in writing and clearly marked with a proprietary or confidential legend at the time of disclosure; (b) in a machine-readable form, with the information or the media in which it is provided being clearly marked with a proprietary or confidential legend at the time of disclosure, or if such marking is not practicable, such information or media being identified as proprietary or confidential by written communication of the Disclosing Party prior to or contemporaneously with its disclosure; (c) disclosed orally or visually, with the information being identified as proprietary or confidential at the time of disclosure, and reduced to writing and clearly marked with a proprietary or confidential legend within thirty (30) days of the initial disclosure; or (d) incorporated or embodied in a sample product or other equipment, material or item clearly marked with a proprietary or confidential legend at the time of disclosure.\n2. The Receiving Party shall not disclose Proprietary Information to a third party without the Disclosing Party's express written consent\n3. The Receiving Party shall safeguard Proprietary Information using at least the same degree of care the Receiving Party uses to protect its own proprietary information, but with no less than reasonable care under the circumstances.\n4. The Receiving Party shall not use Proprietary Information except in furtherance of the Purpose for the mutual benefit of the Parties. The Receiving Party shall not use Proprietary Information for any other purpose, without the Disclosing Party's express prior written consent. The Receiving Party shall not make or permit to be made any copies of Proprietary Information except as required for the Purpose.\n5. The Receiving Party shall permit access to Proprietary Information only to (a) persons who have a need to know for the Purpose and are bona fide employees or contract labor personnel of the Receiving Party,(b) the Receiving Party's information technology system administrators and service providers in the ordinary course of business, and (c) the Receiving Party's accountants, attorneys and similar professional advisors: provided that each such recipient is obligated to protect Proprietary Information under terms and conditions at least as restrictive as the terms and conditions of this Agreement. Disclosure to any other persons, including consultants, contractors. subsidiaries and affiliates of Receiving Party, shall be treated as disclosure to a third party.\n6. All Proprietary Information shall remain the property of the Disclosing Party. Upon expiration or termination of this Agreement, unless otherwise promptly requested by the Disclosing Party in advance of such expiration or termination, the Receiving Party shall return or destroy (and, in the case of destruction, promptly provide a certification of such destruction to the Disclosing Party) all Proprietary Information in its possession, including, without limitation, any copies, summaries, and/or compilations made of or from Proprietary Information, and shall make no further use of Proprietary Information. Notwithstanding the immediately preceding sentence, the Receiving Party is not obligated to return or destroy (a) any Proprietary Information stored on back-up media for purposes of disaster recovery in the ordinary course of business that may be subject to destruction in due course, provided that the Receiving Party is precluded from accessing such Proprietary Information after expiration or termination but prior to its destruction, and (b) residual or latent data such as resulting from deleted files, automatically created temporary files, printer spool files, and metadata that can only be retrieved by computer forensics experts and is generally considered inaccessible without the use of specialized tools and techniques.\n7. The obligations under this Agreement as to any Proprietary Information shall continue for twenty (20) years from the date of expiration or termination of this Agreement.\n8. Nothing in this Agreement shall restrict the right of the Receiving Party to use or disclose information that is:\na. in the public domain at the time the Disclosing Party first disclosed it to the Receiving Party hereunder, or subsequently became publicly known through no wrongful act of the Receiving Party;\nb. known to the Receiving Party, other than through receipt under a separate non-disclosure agreement or similar agreement, prior to receipt under this agreement disclosed to the Receiving Party without restriction by a third party who had the lawful right to disclose such information;\nc. independently developed by the Receiving Party without the use of or reference to Proprietary Information; or\nd. required to be disclosed by judicial process, provided that the Receiving Party promptly provides notice of such process to the Disclosing Party and cooperates with any efforts of the Disclosing Party to contest disclosure, limits disclosure to the extent strictly required, and otherwise continues to protect such information as Proprietary Information until such time as one of the foregoing exceptions (a) through (d) are satisfied.\n10. The Disclosing Party represents and warrants that it has the full right and authority to enter into this Agreement and to disclose the Proprietary Information to the Receiving Party pursuant to the terms hereof. The Disclosing Party makes no other representations or warranties concerning Proprietary Information, and hereby disclaims all other representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any warranties concerning the quality, accuracy or completeness of the Proprietary Information. In no event shall either Party be liable for indirect, incidental, special, consequential, punitive or\n11. Exemplary damages, including, without limitation, loss of income, revenue, profits or opportunities, arising out of or relating to this Agreement or Proprietary Information.\n12. Except for the limited rights expressly granted to the Receiving Party in this Agreement. neither the execution of this Agreement, nor the furnishing of information hereunder, shall be construed as granting to the Receiving Party any right or license under any patent, copyright, trademark, trade secret or other intellectual or industrial property right.\n13. This Agreement shall expire five (5) year(s) after its effective date, provided, however, that either Party may terminate the Agreement on an earlier date, without cause, by giving the other Party thirty (30) days written notice. The Receiving Party's obligations with respect to the protection of Proprietary Information shall survive any termination or expiration of this Agreement for the period of protection specified in paragraph 7 above.\n12. Neither Party may assign or transfer its rights and obligations under the Agreement without the express prior written consent of the other Party (not to be unreasonably withheld), except that each Party, upon prior written notice to the other, may assign or transfer this Agreement (a) in connection with the sale of the business to which this Agreement relates or (b) to a subsidiary or affiliate of the Party.\n13. The following individuals are designated as the persons to receive Proprietary Information from the Disclosing Party:\nFor STP Performance Coating, LLC\nSteve Grass, President; steve@performancecoating.com\nTodd Didlo, Vice President; todd@performancecoating.com\nPete Mathews, Vice President; pete@ performancecoating.com\nFor Company:\nEach Party may change its designated recipient by written notice to the other. Receipt of Proprietary Information by an individual other than the designated recipient shall not affect the obligations of the Receiving Party.\n14. Nothing in this Agreement requires either Party to disclose any information.\n15. Without regard to the duration of its other obligations hereunder, the Receiving Party shall control access to, and use of, Proprietary Information and the direct product thereof in accordance with all applicable foreign and U.S. export laws and regulations, including, without limitation, the Arms Export Control Act and the International Traffic in Arms Regulations (ITAR), 22 C.F.R. parts 120 - 130 and the Export Administration Act and the Export Administration Regulations (EAR), 15 C.F.R. parts 730 - 774 (uExport Laws and Regulations\"). In connection with and without limiting the general applicability of the foregoing, the Disclosing Party shall, in addition to the marking requirements of paragraph 1, conspicuously mark any Proprietary Information controlled under the Export Laws and Regulations (detailing the nature of control) and the Receiving Party shall not make or permit disclosure of such Proprietary Information or the direct product thereof to any other company, entity, person, or destination unless (a) the Receiving Party has received the Disclosing Party's express written consent to do so and (b) authorization under applicable Export Laws and Regulations have been obtained.\n16. To the extent that any provision of this Agreement is invalid under any applicable statute or rule of law, such provision or portion thereof shall be deemed to be omitted without affecting the continued validity of the remaining provisions.\n17. This Agreement shall be governed by and interpreted under the internal laws of the state of Arizona. U.S.A.\n18. This Agreement constitutes the entire understanding between the Parties and supersedes all previous understandings, agreements, communications, and representations, whether written or oral, concerning the treatment of Proprietary Information. This Agreement may not be superseded, amended, or modified except by a written agreement between the Parties, signed by a duly authorized official of each of the Parties.\nIN WITNESS WHEREOF, the Parties have executed this agreement through their duly authorized representatives.\nSTP PERFORMANCE COATING,LLC\n1131 WEST WATKINS STREET\nPHOENIX, ARIZONA 85007\nBy:\nSign\nTitle\nCompany\nBy:\nSign\nTitle\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 151 - ], - [ - 151, - 189 - ], - [ - 189, - 221 - ], - [ - 221, - 260 - ], - [ - 260, - 317 - ], - [ - 318, - 785 - ], - [ - 786, - 915 - ], - [ - 916, - 1111 - ], - [ - 1111, - 1214 - ], - [ - 1214, - 1607 - ], - [ - 1607, - 1875 - ], - [ - 1875, - 2044 - ], - [ - 2045, - 2182 - ], - [ - 2183, - 2416 - ], - [ - 2417, - 2554 - ], - [ - 2554, - 2697 - ], - [ - 2697, - 2826 - ], - [ - 2827, - 2905 - ], - [ - 2905, - 3036 - ], - [ - 3036, - 3169 - ], - [ - 3169, - 3433 - ], - [ - 3433, - 3502 - ], - [ - 3502, - 3598 - ], - [ - 3599, - 3681 - ], - [ - 3681, - 4213 - ], - [ - 4213, - 4323 - ], - [ - 4323, - 4655 - ], - [ - 4655, - 4944 - ], - [ - 4945, - 5117 - ], - [ - 5118, - 5234 - ], - [ - 5235, - 5430 - ], - [ - 5431, - 5717 - ], - [ - 5718, - 5830 - ], - [ - 5831, - 6239 - ], - [ - 6239, - 6251 - ], - [ - 6251, - 6269 - ], - [ - 6270, - 6486 - ], - [ - 6486, - 6828 - ], - [ - 6828, - 6930 - ], - [ - 6931, - 7108 - ], - [ - 7109, - 7203 - ], - [ - 7203, - 7468 - ], - [ - 7469, - 7703 - ], - [ - 7703, - 7917 - ], - [ - 7918, - 8204 - ], - [ - 8204, - 8287 - ], - [ - 8287, - 8333 - ], - [ - 8334, - 8455 - ], - [ - 8456, - 8488 - ], - [ - 8489, - 8541 - ], - [ - 8542, - 8554 - ], - [ - 8554, - 8597 - ], - [ - 8598, - 8612 - ], - [ - 8612, - 8656 - ], - [ - 8657, - 8669 - ], - [ - 8670, - 8749 - ], - [ - 8749, - 8893 - ], - [ - 8894, - 8974 - ], - [ - 8975, - 9371 - ], - [ - 9371, - 9523 - ], - [ - 9523, - 10003 - ], - [ - 10003, - 10100 - ], - [ - 10100, - 10182 - ], - [ - 10183, - 10427 - ], - [ - 10428, - 10533 - ], - [ - 10533, - 10539 - ], - [ - 10540, - 10787 - ], - [ - 10787, - 10957 - ], - [ - 10958, - 11065 - ], - [ - 11066, - 11093 - ], - [ - 11094, - 11118 - ], - [ - 11119, - 11141 - ], - [ - 11142, - 11145 - ], - [ - 11146, - 11150 - ], - [ - 11151, - 11156 - ], - [ - 11157, - 11164 - ], - [ - 11165, - 11168 - ], - [ - 11169, - 11173 - ], - [ - 11174, - 11179 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24, - 41, - 42 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 11, - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 29, - 44 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 30, - 33 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 26, - 27, - 28 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13, - 18, - 21 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30, - 34, - 35, - 36 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 30, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 20, - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.performancecoating.com/wp-content/uploads/2016/12/NDA-STP-Performance-Coating-revC.pdf" - }, - { - "id": 210, - "file_name": "NDA-Seeed.pdf", - "text": "Non-Disclosure Agreement\nThis Confidentiality and Non-Disclosure Agreement (hereinafter referred as the \u201cNDA\u201d) is entered into as of ,20 ,\nby and between\n_____________________, address at ________________________________________\nand\nSeeed Development Limited, a company established under Laws of Hong Kong, having its office at Flat C 23/F Lucky Plaza, 315-321 Lockhart Rd Wan Chai, Hong Kong (hereafter referred to as \u201cSeeed\u201d);\nUnless the context requires otherwise, Customer and Seeed shall hereinafter collectively referred to as the \u201cParties\u201d or individually referred to as the \u201cParty\u201d.\nRECITALS\nWHEREAS, Customer is\nWHEREAS, Seeed is concerned any unpermitted early disclose or publicize of the products or any information associated with such products will cause irreparable harms to Seeed unless allowed by Seeed, therefore it is of necessity to conclude the NDA with Customer.\nWHEREAS, In light of purpose mentioned above, Seeed and Customer are interested in exchanging Confidential Information (as defined below in Article 1); Seeed and Customer are discloser and recipient under difference context.\nWHEREAS, the Parties believe that they may mutually benefit by sharing this Confidential Information and believe it is in their mutual interest to ensure that all such Confidential Information will be safeguarded and carefully protected by the Parties through the present Agreement;\nNOW THEREFORE, in consideration of the promise, covenants hereof and the mutual obligation herein, the Parties agree as follows:\n1. Confidential Information\nFor purposes of this Agreement, \u201cConfidential Information\u201d shall mean the following:\ni. All records, files, analysis, documents, software, computer or electronic data disks or tapes, test data, printouts, processes, designs, file layout, technical bulletins, manuals, diagrams, formulas, research, inventions, patents and discoveries reasonably related to the Parties\u2019 businesses or products and services of the Parties that have not been publicly released;\nii. Technical, financial, business plan and customer information, including standard periodic financial statements and analyses, budgets, tax returns, benefit and compensation plans, customer list(s) and contact names, functional and technical specifications;\niii. Other valuable information disclosed by one of the Parties to another, designated as confidential expressly or by the circumstances in which it is provided.\nConfidential Information does not include information that:\ni. Is lawfully in the public domain at the time it was transmitted;\nii. Is independently known to or in possession of the receiving party at the time of receipt through no unlawful act;\niii. Is disclosed by the receiving party with the prior written approval of the transmitting party;\niv. Becomes known to the receiving party from a source other than the transmitting party, which third party legally is entitled to have and to disclose such information without restriction.\n2. Duty of Confidentiality and Standard of Care\n2.1 Each Party hereby acknowledges that it will be exposed to Confidential Information of the other Party, including without limitation, specific information regarding the products and the business of this Party.\n2.2 The Parties hereby agree that they shall not use, commercialize or disclose any Confidential Information to any person or entity, except to their own employees having a \u201cneed to know\u201d (and who themselves bound by similar non-disclosure restrictions), and to such other recipients as each Party may approve in writing, provided that such recipients shall have first executed a Confidentiality Agreement in a form acceptable to the Party interested.\n2.3 Any disclosure to any third party by each Party shall be subject to the prior consent of the other Party, which consent shall not be unreasonably withheld unless the Disclosing Party believe it might go against the purpose of this Agreement.\nThe Receiving Party must protect the Confidential Information and, in doing so, must use no less than the highest degree of care that the Receiving Party applies to its own proprietary or secret information;\nThe Confidential Information must be stored and handled in such a way as to prevent unauthorized disclosure.\nThe Receiving Party shall use its best efforts to limit dissemination of Disclosing Party\u2019s \u201cConfidential Information\u201d to such of its employees or sub-contractor(s) who have a need to know for the aforesaid evaluation and/or development purposes.\n3. Proprietary Rights Legend\nThe Parties shall not alter or remove from any Confidential Information any proprietary rights legend, copyright notice, trademark or trade secret legend, or any other mark identifying the material as Confidential Information.\n4. Covenants concerning competition\nThe Confidential Information disclosed to each of the Parties may include information that would provide the other party with an unfair competitive advantage if such Party were to use the Confidential Information for purposes other than those provided for hereunder. Accordingly, the Parties only agree to provide such Confidential Information to the other Party in return for this Party\u2019s Agreement to be bound by each of the provisions in this Agreement including the provisions set forth in this section 4 and that such agreements by the Parties constitutes a material inducement for each Party to provide Confidential Information to the other Party and that such Confidential Information shall not be used by one of the Parties to obtain a competitive advantage against the other Party.\n5. Return of Documents and Materials\nThe Parties hereby agree that all materials, including financial reports and analyses, customer list(s) programs, software, documents, reports, statistical data, trade secrets or similar printed, coded, electronic or magnetic material made by one of the Parties or to come into one of the Parties\u2019 possession in the course of negotiations shall be returned to the other Party, upon conclusion of the negotiations.\n6. Remedies for Breach of Confidentiality and Indemnification, Liquidated damages\nIn the event one of the Parties or its officers, agents, employees or any of its subsidiaries or their officers, agents or employees violates the restrictions against disclosure or use of the Confidential Information defined herein, Recipient or such entity or individual(s) as the case may be, shall and do hereby consent to the entry of an injunction by a court of competent jurisdiction against any further disclosure or use of the Confidential Information, and shall pay the The Recipient, including without limitation to any of its employees, subsidiaries, agents, subcontractors, officers shall indemnify and hold harmless against the Discloser against any unpermitted disclosing and publicizing. In event of any disclosing or publicizing the confidential information or breaching any obligations under this Agreement, the breaching party shall mitigate the losses and take for all reasonable measure, including the court injunction to prevent the disclosure and spread of confidential information upon the request of aggrieved party. The breaching party shall pay to non-beaching party a liquidated damage of 10,000 USD per occurrence. The total liquidated damage shall not exceed 1,0000,000 USD. The application of liquidated damage shall not prejudice the aggrieved party\u2019s right to claim for all the losses and shall not prejudice all the liabilities and obligations incurred. Nothing here shall be interpreted as excluding consequential losses the aggrieved party may suffer, including without limitation to loss of profit, loss of goodwill, loss of business opportunities.\n7. Term\nThis Agreement shall be effective as of the date first written above and shall continue in full force and effect until the last disclosure of Confidential Information by one Party to another and shall survive the term of this Agreement for a period of two (2) years thereafter, provided, however that as to any item of Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality contained herein shall continue for so long as allowed under applicable law. Unless otherwise agreed in writing this Agreement shall govern Confidential Information disclosed by the Parties after the effective date hereof.\n8. Applicable Law - Arbitration\nThis Agreement is governed by and shall be construed in accordance with the laws of the People\u2019s Republic of China without regard to principles of conflict of law, and any dispute arising out of this Agreement or In connection with this Agreement shall be referred to Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with Hong Kong International Arbitration Centre (HKIAC) administered arbitration rules in force at the time of application. The arbitrators shall be one (1). The place of arbitration shall be in Shen Zhen, China. The language used in arbitration proceeding shall be English Language. Both parties will keep in strict confidential of all information relating to the dispute. Both parties shall continue to perform their respective obligations which are not in dispute. Nothing here shall be interpreted as preventing the aggrieved party from seeking court injunction, interim measures, and protective order from competent court in relevant jurisdiction.\n9. Notices\nAll notices, demands or other communications delivered in connection with this Agreement shall be delivered by facsimile transmissions or mail and shall be deemed effective upon receipt:\nIf to Customer\nAddress: __________________________________________________________________\nIf to Seeed:\nAddress:1F, Tower B, Building 2, Shanshui Building, NanshanYungu Innovation Industry Park, Liuxian Ave, Nanshan District, Shenzhen, Guangdong. , China. P.R.C\nOr at such other address or to such fax number, email address as may be designated by notice from such Party.\n10. Entire Agreement\nThis Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements between or among the Parties, whether written or oral, with respect to the subject matter of this Agreement. Any modifications of or changes to this Agreement shall be in writing and signed by both Parties.\n11. No waiver\nThe failure to enforce or to require the performance at any time of any of the provisions of this Agreement will not be construed to be a waiver of such provision, and will not affect either the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every provision in accordance with the terms of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.\n________________________(\u201cCustomer\u201d) Seeed Development Limited\nSigned by: Signed by:\nTitle: Title:\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 138 - ], - [ - 139, - 153 - ], - [ - 154, - 188 - ], - [ - 188, - 228 - ], - [ - 229, - 232 - ], - [ - 233, - 251 - ], - [ - 251, - 361 - ], - [ - 361, - 428 - ], - [ - 429, - 590 - ], - [ - 591, - 599 - ], - [ - 600, - 620 - ], - [ - 621, - 884 - ], - [ - 885, - 1109 - ], - [ - 1110, - 1392 - ], - [ - 1393, - 1521 - ], - [ - 1522, - 1549 - ], - [ - 1550, - 1634 - ], - [ - 1635, - 2007 - ], - [ - 2008, - 2267 - ], - [ - 2268, - 2429 - ], - [ - 2430, - 2489 - ], - [ - 2490, - 2557 - ], - [ - 2558, - 2675 - ], - [ - 2676, - 2775 - ], - [ - 2776, - 2965 - ], - [ - 2966, - 3013 - ], - [ - 3014, - 3226 - ], - [ - 3227, - 3231 - ], - [ - 3231, - 3678 - ], - [ - 3679, - 3683 - ], - [ - 3683, - 3924 - ], - [ - 3925, - 4132 - ], - [ - 4133, - 4241 - ], - [ - 4242, - 4488 - ], - [ - 4489, - 4517 - ], - [ - 4518, - 4744 - ], - [ - 4745, - 4780 - ], - [ - 4781, - 5048 - ], - [ - 5048, - 5571 - ], - [ - 5572, - 5608 - ], - [ - 5609, - 6022 - ], - [ - 6023, - 6104 - ], - [ - 6105, - 6808 - ], - [ - 6808, - 7146 - ], - [ - 7146, - 7248 - ], - [ - 7248, - 7309 - ], - [ - 7309, - 7492 - ], - [ - 7492, - 7689 - ], - [ - 7690, - 7697 - ], - [ - 7698, - 8208 - ], - [ - 8208, - 8353 - ], - [ - 8354, - 8385 - ], - [ - 8386, - 8859 - ], - [ - 8859, - 8893 - ], - [ - 8893, - 8948 - ], - [ - 8948, - 9019 - ], - [ - 9019, - 9109 - ], - [ - 9109, - 9203 - ], - [ - 9203, - 9387 - ], - [ - 9388, - 9398 - ], - [ - 9399, - 9585 - ], - [ - 9586, - 9600 - ], - [ - 9601, - 9610 - ], - [ - 9610, - 9676 - ], - [ - 9677, - 9689 - ], - [ - 9690, - 9842 - ], - [ - 9842, - 9847 - ], - [ - 9848, - 9957 - ], - [ - 9958, - 9978 - ], - [ - 9979, - 10237 - ], - [ - 10237, - 10334 - ], - [ - 10335, - 10348 - ], - [ - 10349, - 10710 - ], - [ - 10711, - 10833 - ], - [ - 10834, - 10871 - ], - [ - 10871, - 10896 - ], - [ - 10897, - 10918 - ], - [ - 10919, - 10932 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 18, - 20 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 18, - 19, - 20, - 21 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 51 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32, - 35 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 22, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 30, - 35 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://statics3.seeedstudio.com/fusion/evelyn/NDA-Seeed.pdf" - }, - { - "id": 211, - "file_name": "NDA-SqillerBetaTesters.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into by and between\nTeqball Holding S.\u00e0 r.l.\n44 Avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg\nLuxembourg Trade and Companies Register\nN\u00b0 B 191.050,\nacting on its own behalf and/or on behalf of its Group Companies, and\nYou (the person accessing this document and/or any of Teqball Holding\u2019s Confidential Information),\nhereinafter referred to jointly as the \u201cParties\u201d, and individually as a \u201cParty\u201d.\n1. Purpose\nThe Parties are contemplating, negotiating, executing or have already entered into one or more agreements relating to testing computer software between the Parties, which may lead to the exchange of information that they wish to protect and whose use they wish to limit through this Agreement (the \u201cPurpose\u201d).\n2. Definitions\n1.1. \u201cAuthorized Persons\u201d means a person or entity that a Party or a Party\u2019s Group Company authorizes to access the Confidential Information for the Purpose, and who is bound by confidentiality terms at least as protective of the Confidential Information as this Agreement.\n1.2. \u201cConfidential Information\u201d means information related to a Party, its Group Companies, its Authorized Persons, this Agreement or any agreement to which this Agreement is annexed or upon which this Agreement\u2019s Purpose is based, that a Party receives or accesses, except information that (i) is or falls into the public domain without fault of the Receiving Party, (ii) the Receiving Party can prove was in its possession without any obligation of confidentiality prior to receipt from the Disclosing Party, (iii) is independently developed by the Receiving Party, or (iv) is obtained by the Receiving Party from third parties without any obligation of confidentiality to the Disclosing Party.\n1.3. \u201cDisclosing Party\u201d means the Party to which Confidential Information accessed or disclosed relates.\n1.4. \u201cEffective Date\u201d means the date of execution of this Agreement by you.\n1.5. \u201cExpiration Date\u201d means 1 year from the Effective Date.\n1.6. \u201cGroup Companies\u201d means a Party\u2019s ultimate holding company and any company that holding company owns (through 50% or more of the issued share capital) or controls (through the ability to appoint 50% or more of the officers).\nWith respect to Teqball Holding, Group Companies shall also include International Federation of Teqball (F\u00e9d\u00e9ration Internationale de Teqball, an association registered in Switzerland at the Registre du Commerce du Canton de Vaud under n\u00b0 CHE-327.306.031, having its registered address at 7 chemin de Beau-Rivage, c/o Ametis Conseils SA, 1006 Lausanne, Switzerland) and its Group Companies, and I. Budapest TEQBALL Sportegyes\u00fclet (an association registered in Hungary at the F\u0151v\u00e1rosi T\u00f6rv\u00e9nysz\u00e9k under n\u00b0 01-02-0015920, having its registered address at 1042 Budapest, J\u00f3zsef Attila utca 18. fszt. 23.) and its Group Companies.\n1.7. \u201cReceiving Party\u201d means the Party receiving or accessing Confidential Information.\n2. Contracting Principles\n2.1. No Warranties. All Confidential Information furnished under this Agreement is provided AS IS. Neither Party makes any warranties, express or implied, for example, regarding the accuracy, completeness, merchantability, fitness for use, or non-infringing nature of its Confidential Information.\n2.2. Governing Law and Venue. All aspects of this Agreement, all matters arising from it, including disputes or lawsuits, and the relationship of the Parties relating to this Agreement, are governed by the laws of Luxembourg, and its courts shall have exclusive jurisdiction thereover.\nNevertheless, each Party recognizes that a breach of confidentiality may cause irreparable harm to the other and that actual damages may be difficult to ascertain or inadequate in such cases. Each Party shall thus have the right to enforce this Agreement by injunction, specific performance, or other equitable relief, without a requirement to prove actual damages and without prejudice to any other rights and remedies that they may have otherwise.\n2.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the Purpose and supersedes any prior understanding or agreements thereon.\n3. Non-disclosure and Non-use Obligations\n3.1. Ownership of Confidential Information. All Confidential Information of a Party is and shall remain the property of that Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights to any Confidential Information of a Disclosing Party, or to any intellectual property contained therein.\n3.2. Exchange of Confidential Information. Confidential Information may be exchanged by the Parties from the Effective Date until the Expiration Date, or, if the agreement(s) underpinning the Purpose have been entered into before the Expiration Date, then Confidential Information may be exchanged until the obligations in such agreement(s) are still in effect.\n3.3. Authorized Use. Confidential Information shall be used exclusively for (i) discussions and/or negotiations, (ii) performance and/or enforcement, (iii) termination and/or disputes, of or relating to the Purpose, and shall not be used for any other purpose.\n3.4. Non-disclosure. Each Party shall hold the other Party\u2019s Confidential Information in strictest confidence and shall not disclose the other Party\u2019s Confidential Information to any third party, except to the Receiving Party\u2019s own Authorized Persons on a need-to-know basis.\n3.5. Information Security. Each Party shall secure the other Party\u2019s Confidential Information and protect it from access by anyone other than its Authorized Persons, in the same way that it protects its own Confidential Information, but in all cases using a professional degree of care. The Receiving Party\u2019s obligations relating to securing and protecting Confidential Information shall remain in effect for the later of either (i) 5 (five) years after the last date defined in clause 3.2 or (ii) until the Confidential Information may reasonably be considered as no longer confidential.\n3.6. Breach of Confidentiality. The Receiving Party shall immediately notify the Disclosing Party upon learning of any actual or potential access of its Confidential Information by unauthorized third parties. If (i) an Authorized Person\u2019s or former Authorized Person\u2019s action or omission would be considered a breach of this Agreement if they had been a party thereto, and (ii) the Receiving Party has coercive power over them at the time of such action or omission, then the Receiving Party shall be responsible for such action or omission as if it were its own breach.\n3.7. Required Disclosures. Nothing in this Agreement shall prohibit either Party from disclosing a part of the other Party\u2019s Confidential Information if legally required to do so by law or regulation (including those governing capital markets), judicial or governmental order, provided that it gives, to the extent and as soon as legally permissible, prior notice of such disclosure to the other Party.\n3.8. Return of Confidential Information. Immediately upon the Disclosing Party\u2019s request or by the last date defined in clause 3.2, the Receiving Party shall return/or destroy, at the Disclosing Party\u2019s discretion and expense, all the Disclosing Party\u2019s Confidential Information in its possession, irrespective of the media, and certify execution of this obligation in writing. This obligation shall not apply to (i) copies retained in compliance with a Party\u2019s legal or regulatory obligations or (ii) copies made as part of preexisting data back-up processes, if such copies are not accessible to the Receiving Party\u2019s staff or Authorized Persons in the normal course of business.\n4. Proof of Execution\nThe Parties agree that proof of execution of this Agreement shall be constituted by the digital record of Your (click) acceptance of its terms.\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 113 - ], - [ - 114, - 138 - ], - [ - 139, - 142 - ], - [ - 142, - 208 - ], - [ - 209, - 248 - ], - [ - 249, - 262 - ], - [ - 263, - 332 - ], - [ - 333, - 431 - ], - [ - 432, - 512 - ], - [ - 513, - 523 - ], - [ - 524, - 833 - ], - [ - 834, - 848 - ], - [ - 849, - 1122 - ], - [ - 1123, - 1413 - ], - [ - 1413, - 1490 - ], - [ - 1490, - 1633 - ], - [ - 1633, - 1693 - ], - [ - 1693, - 1818 - ], - [ - 1819, - 1923 - ], - [ - 1924, - 1999 - ], - [ - 2000, - 2060 - ], - [ - 2061, - 2290 - ], - [ - 2291, - 2917 - ], - [ - 2918, - 3005 - ], - [ - 3006, - 3031 - ], - [ - 3032, - 3052 - ], - [ - 3052, - 3131 - ], - [ - 3131, - 3329 - ], - [ - 3330, - 3360 - ], - [ - 3360, - 3615 - ], - [ - 3616, - 3808 - ], - [ - 3808, - 4065 - ], - [ - 4066, - 4089 - ], - [ - 4089, - 4246 - ], - [ - 4247, - 4288 - ], - [ - 4289, - 4333 - ], - [ - 4333, - 4421 - ], - [ - 4421, - 4618 - ], - [ - 4619, - 4662 - ], - [ - 4662, - 4980 - ], - [ - 4981, - 5057 - ], - [ - 5057, - 5094 - ], - [ - 5094, - 5131 - ], - [ - 5131, - 5241 - ], - [ - 5242, - 5263 - ], - [ - 5263, - 5517 - ], - [ - 5518, - 5545 - ], - [ - 5545, - 5805 - ], - [ - 5805, - 5947 - ], - [ - 5947, - 6011 - ], - [ - 6011, - 6106 - ], - [ - 6107, - 6139 - ], - [ - 6139, - 6316 - ], - [ - 6316, - 6319 - ], - [ - 6319, - 6480 - ], - [ - 6480, - 6677 - ], - [ - 6678, - 6705 - ], - [ - 6705, - 7080 - ], - [ - 7081, - 7122 - ], - [ - 7122, - 7459 - ], - [ - 7459, - 7494 - ], - [ - 7494, - 7578 - ], - [ - 7578, - 7762 - ], - [ - 7763, - 7784 - ], - [ - 7785, - 7928 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 60 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 37, - 38 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 49, - 50, - 51 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 17 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 60, - 61, - 62, - 63 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13, - 46 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 58 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13, - 46 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 41, - 42, - 43, - 44 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://sqillerapp.com/NDA-SqillerBetaTesters.pdf" - }, - { - "id": 214, - "file_name": "NDA-editable.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nAgreement effective ___________ between MARIPOSA LABS LLC, an Idaho corporation (\u201c MARIPOSA\u201d) and ___________________ (\u201cCompany\u201d).\n1. BACKGROUND\nMARIPOSA is a manufacturer located in Garden City, Idaho and manufactures a wide range of personal care products. The Company has requested that MARIPOSA exchange confidential information in connection with product formulation, which may or may not lead to manufacturing of said product. The purpose of this Agreement is to detail the rights of the parties with respect to confidential information that may be provided between the parties.\n2. CONFIDENTIALITY\n2.1 Definition of Confidentiality Information.\n\u201cConfidential Information\u201d shall mean the formulas and related information supplied to MARIPOSA by the Company but only to the extent that:\n(a) Such information is maintained as confidential by the Company, and;\n(b) Marked or otherwise identified as confidential when disclosed to MARIPOSA. Information that is not marked or otherwise identified as confidential at the time of disclosure to MARIPOSA shall be treated as Confidential Information if it is identified as confidential in a written document received by MARIPOSA within thirty (30) days after initial disclosure.\n2.2 Restricted Use. Confidential Information provided by the Company in accordance with this Agreement is for MARIPOSA\u2019s use in the manufacture of the Company\u2019s products only. MARIPOSA shall not disclose any of the Confidential Information other than as reasonably necessary to accomplish these purposes. Notwithstanding the preceding, the Company understands and agrees as follows:\n(a) MARIPOSA shall have the right to disclose Confidential Information to the extent required by applicable law or regulation;\n(b) MARIPOSA\u2019s nonuse and nondisclosure obligations above shall not apply to such Confidential Information as: (1) was publicly known prior to disclosure by the Company of such information to MARIPOSA; (2) became publicly known, without fault on the part of MARIPOSA, subsequent to disclosure by the Company of such information to MARIPOSA; (3) was received by MARIPOSA at any time from a source, other than the Company, lawfully having possession of the right to disclose such information; or (4) was otherwise known by MARIPOSA prior to disclosure by the Company to MARIPOSA of such information;\n(c) The product formulas used for the Company products may be similar to formulas used by other manufacturers, and it is unlikely that any such formulas would qualify for patent or other intellectual property protection;\n(d) MARIPOSA may manufacture and sell products that use formulas that are similar to (but not identical with) formulas used for the Company products. In this regard, a formula shall not be considered identical if the chemical components of the formula vary in any respect.\n3. GENERAL PROVISIONS\n3.1 Governing Law, Jurisdiction, and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction and agree that Ada County is the proper venue.\n3.2 Time of the Essence. Time is of the essence with respect to the obligations to be performed under this Agreement.\n3.3 Successors and Assigns. Subject to any express provisions in this Agreement regarding restrictions on transfers or assignments, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and personal representatives.\n4. SIGNATURES\nMARIPOSA LABS LLC\nDated: ________________ By: __________________________________________\nMilt Gillespie, President\nCOMPANY\nDated: _________________ By: ___________________________________________\n(Authorized Signature)\n ______________________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 155 - ], - [ - 156, - 169 - ], - [ - 170, - 284 - ], - [ - 284, - 458 - ], - [ - 458, - 609 - ], - [ - 610, - 628 - ], - [ - 629, - 675 - ], - [ - 676, - 815 - ], - [ - 816, - 887 - ], - [ - 888, - 967 - ], - [ - 967, - 1249 - ], - [ - 1250, - 1426 - ], - [ - 1426, - 1555 - ], - [ - 1555, - 1632 - ], - [ - 1633, - 1759 - ], - [ - 1760, - 1871 - ], - [ - 1871, - 1962 - ], - [ - 1962, - 2101 - ], - [ - 2101, - 2254 - ], - [ - 2254, - 2357 - ], - [ - 2358, - 2578 - ], - [ - 2579, - 2729 - ], - [ - 2729, - 2851 - ], - [ - 2852, - 2873 - ], - [ - 2874, - 2918 - ], - [ - 2918, - 3019 - ], - [ - 3019, - 3142 - ], - [ - 3143, - 3168 - ], - [ - 3168, - 3260 - ], - [ - 3261, - 3289 - ], - [ - 3289, - 3548 - ], - [ - 3549, - 3562 - ], - [ - 3563, - 3580 - ], - [ - 3581, - 3588 - ], - [ - 3588, - 3605 - ], - [ - 3605, - 3609 - ], - [ - 3609, - 3651 - ], - [ - 3652, - 3677 - ], - [ - 3678, - 3685 - ], - [ - 3686, - 3693 - ], - [ - 3693, - 3711 - ], - [ - 3711, - 3715 - ], - [ - 3715, - 3758 - ], - [ - 3759, - 3781 - ], - [ - 3782, - 3783 - ], - [ - 3783, - 3821 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 9, - 11, - 12 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.mariposalabs.com/cmsdocuments/NDA-editable.pdf" - }, - { - "id": 215, - "file_name": "NDA-for-Gar-Kenyon-Suppliers.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is entered into as of \u2026\u2026\u2026.., by and between SAF Industries, LLC dba Gar Kenyon, a company organized under the laws of Connecticut, USA and having a principal place of business at 238 Water Street, Naugatuck, CT 06770 (\u201cGK\u201d), and \u2026\u2026\u2026..., a company organized under the laws of the State of \u2026\u2026. and having an office and principal place of business at \u2026\u2026\u2026\u2026\u2026\u2026.. (\u201cSUPPLIER\u201d)\nWHEREAS, SUPPLIER is interested in receiving certain Confidential Information (as defined herein) from GKT in order to enable SUPPLIER to evaluate the possibility of acting as GK's supplier for one or more parts or work packages for the GK\u2019s application (the \u201cPurpose\u201d).\nNOW THEREFORE, the parties agree as follows:\n1. \u201cConfidential Information\u201d means all trade secrets and information disclosed by GK to SUPPLIER, including, but not limited to, type design data, drawings, photographs, specifications, models, prototypes, designs, materials, construction or assembly, computer hardware and software (whether in machine-readable or human-readable form), technical, commercial and operational information concerning products, information concerning manufacturing methods and techniques, quality control and test methods, marketing data including target customers, customer lists and market plans, cost and pricing data and product applications.\n2. SUPPLIER agrees to hold all Confidential Information in strict confidence and will not disclose or use the Confidential Information for its benefit or the benefit of any other company or entity anywhere in the world or any other purpose other than for the Purpose set forth in the recitals herein.\n3. Confidential Information does not include the following:\na) information which was already in the public domain at the time of disclosure; or\nb) information which, though originally confidential, subsequently becomes part of the public domain through no fault of SUPPLIER; or\nc) information which was properly in SUPPLIER\u2019s possession prior to receipt thereof from GK, as reasonably evidenced by written records or other writings, or by actual use by SUPPLIER prior to the disclosure by GK.\nIn each case, the (i) burden of proof shall lie with SUPPLIER to demonstrate that one of the above-listed exceptions applies and Sign:_____________ (ii) SUPPLIER shall notify GKT in writing of SUPPLIER\u2019s intent to make any disclosure based on one of the above-listed exceptions at least 30 days in advance (including a description of the information to be disclosed and the basis for the claimed exception).\n4. SUPPLIER shall maintain all Confidential Information received from GK in the same manner that the SUPPLIER maintains its own Confidential Information, provided that the standard of care required shall be at least a reasonable standard. Information disclosed in other that written form shall be considered Confidential Information only to the extent GK summarizes the same in a written form that is transmitted to SUPPLIER within thirty (30) calendar days of the non-written disclosures.\n5. Any disclosure of Confidential Information shall be limited SUPPLIER\u2019s employees and who have a need to use or study such Confidential Information for the Purpose. SUPPLIER shall advise its employees and agents of its obligations pursuant to this Agreement, but SUPPLIER shall remain responsible to ensure their compliance.\n6. All Confidential Information is and shall remain the property of GK. At any time that GKT may request, SUPPLIER shall return the Confidential Information to GK and shall certify in writing that all copies thereof in its possession have been destroyed.\n7. Confidential Information may only be used by SUPPLIER in connection with the pursuance of the Purpose set forth in the recitals herein.\n8. SUPPLIER shall not assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of GK, and any attempted assignment or transfer without such prior written consent shall be null and void.\n9. This Agreement sets out and constitutes the entire agreement between the parties with respect to the disclosure, protection and use of Confidential Information and supersedes all prior agreements, whether oral or written, relating to such matters and all other prior communications between the parties relating to the subject matter of this Agreement.\n10. The construction, validity and performance hereof shall be governed by and construed in accordance with the laws of Connecticut, USA. The parties hereby agree to submit all disputes hereunder to arbitration in Connecticut, USA in accordance with the rules of the International Chamber of Commerce. All arbitration proceedings shall be conducted exclusively in the English language before a single arbitrator. Notwithstanding the foregoing, if SUPPLIER is alleged to have breached this Agreement, then GK shall be entitled to seek injunctive relief from any court of competent jurisdiction.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.\nGar Kenyon __________________________\nBy: ______________________________ By: _________________________\nPrint Name: Print Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 40 - ], - [ - 40, - 409 - ], - [ - 410, - 680 - ], - [ - 681, - 725 - ], - [ - 726, - 1353 - ], - [ - 1354, - 1654 - ], - [ - 1655, - 1714 - ], - [ - 1715, - 1798 - ], - [ - 1799, - 1932 - ], - [ - 1933, - 2147 - ], - [ - 2148, - 2166 - ], - [ - 2166, - 2296 - ], - [ - 2296, - 2555 - ], - [ - 2556, - 2795 - ], - [ - 2795, - 3045 - ], - [ - 3046, - 3213 - ], - [ - 3213, - 3372 - ], - [ - 3373, - 3445 - ], - [ - 3445, - 3627 - ], - [ - 3628, - 3766 - ], - [ - 3767, - 4031 - ], - [ - 4032, - 4386 - ], - [ - 4387, - 4525 - ], - [ - 4525, - 4689 - ], - [ - 4689, - 4800 - ], - [ - 4800, - 4980 - ], - [ - 4981, - 5079 - ], - [ - 5080, - 5091 - ], - [ - 5091, - 5117 - ], - [ - 5118, - 5122 - ], - [ - 5122, - 5153 - ], - [ - 5153, - 5157 - ], - [ - 5157, - 5182 - ], - [ - 5183, - 5206 - ], - [ - 5207, - 5220 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 16, - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 6, - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://garkenyon.com/wp-content/uploads/2011/04/NDA-for-Gar-Kenyon-Suppliers.pdf" - }, - { - "id": 216, - "file_name": "NDA-standard.pdf", - "text": "Non Disclosure Agreement\n This Agreement is made on: ____________\nParties: The parties to this Agreement (the \u2018Parties\u2019) are:\nImobisoft limited a company incorporated in England and Wales whose business address is at Serious Games Institute ( SGI ), Coventry University Technology Park, Cheetah Road, Coventry CV1 2TL , and with Company Registration : 06811978\nAnd :\n_________________________________________________________________________\n1.Field and purpose:\nThe Parties wish to hold discussions in the field of IT and Web Solutions (the \u2018Field\u2019). Each party wishes to receive confidential information in the Field from the other party for the purpose of considering whether to enter into a further agreement with the other party (the \u2018Permitted Purpose\u2019).\nIt is agreed as follows:\n2. Confidentiality obligations\nIn consideration of the Disclosing Party providing Confidential Information, at its discretion, to the Receiving Party, the Receiving Party shall: Keep the Confidential Information secret and confidential; Neither disclose nor permit the disclosure of any Confidential Information to any person, except for disclosure to Authorised Persons in accordance with clause 3, or to a court or other public body in accordance with clause 4;\nNot use the Confidential Information for any purpose, whether commercial or non commercial, other than the Permitted Purpose;\n[Make only such limited number of copies of the Confidential Information as are required for the Permitted Purpose, and provide those copies only to Authorised Persons];] and\nTake proper and all reasonable measures to ensure the confidentiality of the Confidential Information.\nFor the purposes of this Agreement, the following words shall have the following meanings:\n\u2018Information\u2019 shall include information whether of a technical, commercial or any other nature whatsoever provided directly or indirectly by the Disclosing Party to the Receiving Party in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations and whether before, on or after the date of this Agreement.\n\u2018Confidential Information\u2019 shall mean: in respect of Information provided in documentary or by way of a model or in other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and in respect of Information that is imparted orally, any information that the Disclosing Party or its representatives informed the Receiving Party at the time of disclosure was imparted in confidence; and in respect of Confidential Information imparted orally, any note or record of the disclosure and any evaluation materials prepared by the Receiving Party that incorporate any Confidential Information; and any copy of any of the foregoing; and the fact that discussions are taking place between the Receiving Party and the Disclosing Party.\n\u2018Disclosing Party\u2019 shall mean the party to this Agreement that discloses Information, directly or indirectly to the Receiving Party under or in anticipation of this Agreement. \u2018Receiving Party\u2019 shall mean the party to this Agreement that receives Information, directly or indirectly from the Disclosing Party.\n3. Disclosure to employees\nThe Receiving Party may disclose the Confidential Information to those of its officers, employees (together, \u2018Authorised Persons\u2019) who: reasonably need to receive the Confidential Information to enable the Receiving Party to achieve the Permitted Purpose; have been informed by the Receiving Party (a) of the confidential nature of the Confidential Information and (b) that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a written confidentiality agreement; in the case of the Receiving Party\u2019s officers and employees, have written confidentiality obligations to the Receiving Party that (a) are no less onerous than the provisions of this Agreement and (b) apply to the Confidential Information, and who have been instructed to treat the Confidential Information as confidential; have been provided with a copy of this Agreement and have agreed with the Receiving Party in writing to comply with the obligations of the Receiving Party under this Agreement, and that agreement provides that the Disclosing Party will be entitled to enforce the agreement as a third-party beneficiary; and in the case of the Receiving Party\u2019s solicitors, have confirmed that they will treat the Confidential Information as if it were the Receiving Party\u2019s confidential information and therefore subject to the rules of the Law Society concerning client information. The Receiving Party shall be responsible for taking reasonable action to ensure that its Authorised Persons comply with the Receiving Party\u2019s obligations under this Agreement and shall be liable to the Disclosing Party for any breach of this Agreement by such Authorised Persons.\n4. Disclosure to court\nTo the extent that the Receiving Party is required to disclose Confidential Information by order of a court or other public body that has jurisdiction over the Receiving Party, it maydo so. Before making such a disclosure the Receiving Party shall, if the circumstances permit: Inform the Disclosing Party of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); Ask the court or other public body to treat the Confidential Information as confidential; And Permit the Disclosing Party to make representations to the court or other public body in respect of the disclosure and/or confidential treatment of the Confidential Information.\n5. Exceptions to confidentiality obligations\nThe Receiving Party\u2019s obligations under clause 2 shall not apply to Confidential Information that:\nThe Receiving Party possessed before the Disclosing Party disclosed it to the Receiving Party; Is or becomes publicly known, other than as a result of breach of the terms of this Agreement by the Receiving Party or by anyone to whom the Receiving Party disclosed it; orThe Receiving Party obtains from a third-party, and the third-party was not under any obligation of confidentiality with respect to the Confidential Information; or Is developed by any of the Receiving Party\u2019s employees who have not had any direct or indirect access to, or use or knowledge of, the Disclosing Party\u2019s Confidential Information.\n6. Return of information and surviving obligations\n6.1 Subject to clause 6.2, the Receiving Party shall (a) at the Disclosing Party\u2019s request, and also (b) upon any termination of this Agreement: Return and provide to the Disclosing Party all documents and other materials that contain any of the Confidential Information, including all copies made by the Receiving Party representatives; Permanently delete all electronic copies of Confidential Information from the Receiving Party\u2019s computer systems; and Provide to the Disclosing Party a certificate, signed by an officer of the Receiving Party, confirming that the obligations referred to in clause 6.1 has been met.\n6.2 As an exception to its obligations under clause 6.1, the Receiving Party may retain one copy of the Confidential Information, in paper form, in the Receiving Party\u2019s legal files for the purpose of ensuring compliance with the Receiving Party\u2019s obligations under this Agreement. Following the date of any termination of this Agreement, or any return of Confidential information to the Disclosing Party (\u2018Final Date\u2019), (a) the Receiving Party shall make no further use of the Confidential Information, and (b) the Receiving Party\u2019s obligations under this Agreement shall otherwise continue in force without limit of time.\nGeneral\n7. The Receiving Party\n Acknowledges and agrees that all property, including intellectual property, in Confidential Information disclosed to it by the Disclosing Party shall remain with and be vested in the Disclosing Party and/or the Disclosing Parties Clients.\n8. This Agreement does not include, expressly or by implication, any representations, warranties or other obligations: To grant the Receiving Party any licence or rights other than as may be expressly stated\nIn this Agreement;\nTo require the Disclosing Party to disclose, continue disclosing or update any Confidential Information;To require the Disclosing Party to negotiate or continue negotiating with the Receiving Party with respect to any further agreement and either party may withdraw from such negotiations at any time without liability; nor As to the accuracy, efficacy, completeness, capabilities, safety or any other qualities Whatsoever of any information or materials provided under this Agreement.\n9. The validity,\n Construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which the parties to this Agreement submit.\nAgreed by the parties through their authorised signatories:\nFor and on behalf of For and on behalf of\n Imobisoft Limited --------------------------\n Name\n ------------------------------------------\n Signed\n ---------------------------------\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 26 - ], - [ - 26, - 65 - ], - [ - 66, - 75 - ], - [ - 75, - 125 - ], - [ - 126, - 360 - ], - [ - 361, - 366 - ], - [ - 367, - 440 - ], - [ - 441, - 461 - ], - [ - 462, - 551 - ], - [ - 551, - 759 - ], - [ - 760, - 784 - ], - [ - 785, - 815 - ], - [ - 816, - 1248 - ], - [ - 1249, - 1374 - ], - [ - 1375, - 1549 - ], - [ - 1550, - 1652 - ], - [ - 1653, - 1743 - ], - [ - 1744, - 2114 - ], - [ - 2115, - 2956 - ], - [ - 2957, - 3133 - ], - [ - 3133, - 3266 - ], - [ - 3267, - 3293 - ], - [ - 3294, - 3592 - ], - [ - 3592, - 3659 - ], - [ - 3659, - 3946 - ], - [ - 3946, - 4012 - ], - [ - 4012, - 4706 - ], - [ - 4706, - 4985 - ], - [ - 4986, - 5008 - ], - [ - 5009, - 5199 - ], - [ - 5199, - 5744 - ], - [ - 5745, - 5789 - ], - [ - 5790, - 5888 - ], - [ - 5889, - 6501 - ], - [ - 6502, - 6552 - ], - [ - 6553, - 6606 - ], - [ - 6606, - 6654 - ], - [ - 6654, - 7172 - ], - [ - 7173, - 7177 - ], - [ - 7177, - 7455 - ], - [ - 7455, - 7594 - ], - [ - 7594, - 7681 - ], - [ - 7681, - 7796 - ], - [ - 7797, - 7804 - ], - [ - 7805, - 7827 - ], - [ - 7828, - 7829 - ], - [ - 7829, - 8067 - ], - [ - 8068, - 8275 - ], - [ - 8276, - 8294 - ], - [ - 8295, - 8780 - ], - [ - 8781, - 8797 - ], - [ - 8798, - 8799 - ], - [ - 8799, - 9012 - ], - [ - 9013, - 9072 - ], - [ - 9073, - 9114 - ], - [ - 9115, - 9116 - ], - [ - 9116, - 9134 - ], - [ - 9134, - 9160 - ], - [ - 9161, - 9162 - ], - [ - 9162, - 9166 - ], - [ - 9167, - 9168 - ], - [ - 9168, - 9210 - ], - [ - 9211, - 9212 - ], - [ - 9212, - 9218 - ], - [ - 9219, - 9220 - ], - [ - 9220, - 9253 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 36, - 38 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 45, - 47, - 48, - 49 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41, - 43 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 33, - 34 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 18, - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 33, - 34 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://imobisoft.co.uk/wp-content/uploads/2017/07/NDA-standard.pdf" - }, - { - "id": 217, - "file_name": "NDA.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement is entered into by and between Frames Data Inc., a California corporation with a business address at 100 Avenue of the Americas, New York, New York 10013 (\u201cFDI\u201d), and ________________________________, a ______________ __________________ with a business address at __________________ (\u201cDeveloper\u201d).\nWHEREAS, FDI has compiled and maintains certain databases pertaining to ophthalmic frame style specifications which it updates and modifies from time to time that includes textual and graphic data relating to frames manufactured by various manufacturers (the \u201cData\u201d); Developer develops optical practice management software applications (the \u201cApplications\u201d) and wishes to obtain a sample of certain Data (the \u201cSample Data\u201d) for the sole purpose of assessing whether Developer can adapt the Applications to be compatible with the Sample Data (the \u201cPermitted Purpose\u201d); and FDI is willing to provide Developer with a sample of Sample Data for the Permitted Purpose for a limited time (the \u201cAssessment Period\u201d) on the terms and conditions set forth below;\nNOW, THEREFORE, in consideration of the mutual promises made below, the parties agree as follows:\n1. Non-Disclosure and Non-Use of Sample Data\na. Non-Use. Developer shall not use any Sample Data for any purpose other than the Permitted Purpose.\nb. Non-Disclosure. Except as provided in subsection (c) below, Developer shall not disclose any Sample Data to any third party or to its own employees, agents or professional advisors except employees, agents or professional advisors who are required to have the Sample Data to implement the Permitted Purpose. Developer shall have each employee to whom any Sample Data will be disclosed, or who will have access to Sample Data, sign a nondisclosure agreement that is substantially similar to this Agreement. Developer shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Sample Data, including, without limitation, using the highest degree of care that Developer uses to protect its own confidential information. Developer shall notify FDI in writing of any misuse or misappropriation of Sample Data immediately after it becomes aware of such misuse or misappropriation. Developer shall not reproduce any Sample Data in any form or store it in a retrieval system or database without FDI\u2019s prior written consent, except as Developer reasonably may require for the Permitted Purpose.\nc. Legal Compulsion. If Developer becomes legally compelled to disclose any Sample Data, Developer shall provide FDI with prompt prior written notice of such requirement so that FDI may seek a protective order or other appropriate remedy, or both, or waive compliance with the terms of this Agreement.\n2. Return of Sample Data. When the Assessment Period is over, if the parties have not agreed to go forward and sign a comprehensive agreement that permits Developer to use the Data to modify its Applications and pursuant to which FDI will provide Developer with the technical documents that are necessary for Developer to do so, Developer shall return to FDI or destroy all copies of the Sample Data in its possession or control.\n3. Term. Due to the valuable and proprietary nature of the Sample Data, the obligations assumed by Developer hereunder other than those stated in Section 1(c) shall be unlimited in time or territory.\n4. Ownership. Developer acknowledges that FDI owns the Sample Data and agrees not to challenge FDI\u2019s ownership of the Data or the Sample Data.\n5. Injunctive Relief. Developer agrees that money damages would not be an adequate remedy for unauthorized use or disclosure by it of any Sample Data, and that, in addition to all other remedies, Developer shall be entitled to specific performance and injunctive or other equitable relief as a remedy for Developer\u2019s unauthorized use or disclosure, without the requirement of posting any bond. In the event that FDI deems it appropriate to initiate any action to enforce the obligations of Developer under this Agreement, and should Developer be held to have breached this Agreement, Developer shall reimburse FDI for all costs and expenses, including reasonable attorneys\u2019 fees.\n6. Governing Law. This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of laws provisions.\nFrames Data Inc.\nBy: _________________________\nName: Thomas Lamond\nTitle: President\n[Developer]\nBy: _________________________\nName: _______________________\nTitle: ________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 222 - ], - [ - 222, - 256 - ], - [ - 256, - 273 - ], - [ - 273, - 352 - ], - [ - 353, - 1105 - ], - [ - 1106, - 1203 - ], - [ - 1204, - 1248 - ], - [ - 1249, - 1350 - ], - [ - 1351, - 1370 - ], - [ - 1370, - 1403 - ], - [ - 1403, - 1662 - ], - [ - 1662, - 1860 - ], - [ - 1860, - 2108 - ], - [ - 2108, - 2266 - ], - [ - 2266, - 2476 - ], - [ - 2477, - 2498 - ], - [ - 2498, - 2778 - ], - [ - 2779, - 2805 - ], - [ - 2805, - 3208 - ], - [ - 3209, - 3408 - ], - [ - 3409, - 3423 - ], - [ - 3423, - 3551 - ], - [ - 3552, - 3574 - ], - [ - 3574, - 3946 - ], - [ - 3946, - 4231 - ], - [ - 4232, - 4250 - ], - [ - 4250, - 4371 - ], - [ - 4372, - 4388 - ], - [ - 4389, - 4393 - ], - [ - 4393, - 4418 - ], - [ - 4419, - 4438 - ], - [ - 4439, - 4455 - ], - [ - 4456, - 4467 - ], - [ - 4468, - 4472 - ], - [ - 4472, - 4497 - ], - [ - 4498, - 4504 - ], - [ - 4504, - 4527 - ], - [ - 4528, - 4535 - ], - [ - 4535, - 4559 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11, - 12 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11, - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://framesdata.com/documents/NDA.pdf" - }, - { - "id": 219, - "file_name": "NDATC.pdf", - "text": "Mutual Non-Disclosure Agreement\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is effective as of the date of Company\u2019s electronic acceptance (\u201cEffective Date\u201d).\nKimberly-Clark Corporation and/or Kimberly-Clark Worldwide, Inc. and/or Kimberly-Clark Global Sales, LLC and/or one or more of Kimberly-Clark\u2019s other subsidiaries, affiliates or licensees (collectively ''K-C''); and Company desire to review or evaluate a subject of mutual interest (the \u201cPurpose\u201d).\nAccordingly, either party may find it desirable or necessary to disclose information which may be considered proprietary and confidential by the party making the disclosure (''Confidential Information''). Such Confidential Information will be disclosed for the Purpose and for no other purpose in accordance with the following understandings:\n1. Confidentiality Obligations. Each party shall maintain in confidence Confidential Information obtained from the other and use such Confidential Information only for the Purpose. Such Confidential Information shall be identified in writing and marked ''Confidential'' by the disclosing party or, if first presented orally or visually, shall be reduced to writing, the writing marked ''Confidential'' by the disclosing party and delivered to the receiving party within twenty (20) days of the oral or visual disclosure. Each party agrees to treat Confidential Information disclosed to it by the other with the same degree of care as it does in protecting its own confidential and proprietary information, and the Confidential Information shall be disclosed within the recipient party only on a need-to-know basis.\n2. Exceptions to Confidentiality Obligations. The obligations of confidentiality and non-use shall not apply to Confidential Information which the receiving party can document: (a) at the time of disclosure was generally known to the public or, after such disclosure, became generally known to the public other than by a breach of this Agreement by the receiving party; (b) was already in the possession of the receiving party at the time of such disclosure without an obligation of confidentiality; (c) was later received on a non-confidential basis by the receiving party from a third party having the right to impart such Confidential Information; or (d) is developed by an employee of the receiving party who did not have access to the Confidential Information. Confidential Information shall not be deemed to be within one or more of the foregoing exceptions merely because any part of such Confidential Information is embodied in general disclosures or because individual features, components or combinations are now or hereafter become publicly known.\n3. Compelled Disclosure. If any party becomes legally compelled to disclose Confidential Information of the other, the party so compelled shall promptly notify the other party and shall cooperate with the other party in securing a protective order or any similar action taken to maintain the confidentiality of such Confidential Information. The party so compelled shall disclose only that portion of the Confidential Information which it is legally required to furnish.\n4. Publicity. In addition to the foregoing obligations, the parties to this Agreement agree to consult with and obtain written permission from the other party prior to publishing or disseminating any advertising, promotion or other printed material, participating in seminar/symposia presentations or other activity which would disclose that they have participated in a review or evaluation of the Confidential Information, have a pending or actual business relationship and/or any details of that relationship.\n5. Return of Confidential Information. All written, printed, electronically stored or other tangible documents, samples and materials submitted by one party to the other hereunder, and all copies thereof remaining in the receiving party\u2019s possession, shall promptly be returned to the disclosing party and electronic media erased upon request or upon termination of this Agreement, except that a copy of each may be retained by the receiving party under appropriate security.\n6. No Additional Rights or Obligations. Nothing in this Agreement shall be understood as granting, expressly or by implication, any rights to either party under the patents, technical information or know-how of the other party except to the extent expressly set forth herein, nor as giving rise to any obligation on the part of either party to supply or to purchase any goods or services to the other party.\n7. Term; Termination. Either party may at any time upon written notice terminate this Agreement; otherwise participation by the parties in the review or evaluation shall end, and this Agreement shall terminate ten (10) years from the Effective Date.\n8. Survival. Termination of this Agreement for any reason shall not relieve either party of the obligations of confidentiality and non-use respecting Confidential Information disclosed to such party, which shall survive the termination of this Agreement for a period of ten (10) years, or in the case of a trade secret, such Confidential Information shall survive until the Confidential Information no longer qualifies as a trade secret.\n9. Independent Contractors. The parties hereto at all times remain independent contractors, and no express or implied representations to the contrary shall be made.\n10. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by both parties.\n11. Assignment. This Agreement shall be binding upon the parties hereto and their successors in business, but shall not otherwise be assignable.\n12. Governing Law. This Agreement shall be governed by the laws of the State of Wisconsin, U.S.A. pertaining to contracts made and performed within that state, without recourse to any conflicts of laws principles.\n13. Electronic Acceptance. The electronic acceptance of Company shall be valid and binding as an original signature of Company.\nEND OF AGREEMENT\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 165 - ], - [ - 166, - 464 - ], - [ - 465, - 670 - ], - [ - 670, - 807 - ], - [ - 808, - 840 - ], - [ - 840, - 989 - ], - [ - 989, - 1329 - ], - [ - 1329, - 1622 - ], - [ - 1623, - 1669 - ], - [ - 1669, - 1800 - ], - [ - 1800, - 1993 - ], - [ - 1993, - 2123 - ], - [ - 2123, - 2277 - ], - [ - 2277, - 2389 - ], - [ - 2389, - 2681 - ], - [ - 2682, - 2707 - ], - [ - 2707, - 3024 - ], - [ - 3024, - 3152 - ], - [ - 3153, - 3167 - ], - [ - 3167, - 3664 - ], - [ - 3665, - 3704 - ], - [ - 3704, - 4140 - ], - [ - 4141, - 4181 - ], - [ - 4181, - 4548 - ], - [ - 4549, - 4571 - ], - [ - 4571, - 4798 - ], - [ - 4799, - 4812 - ], - [ - 4812, - 5236 - ], - [ - 5237, - 5265 - ], - [ - 5265, - 5401 - ], - [ - 5402, - 5424 - ], - [ - 5424, - 5556 - ], - [ - 5556, - 5643 - ], - [ - 5644, - 5660 - ], - [ - 5660, - 5788 - ], - [ - 5789, - 5808 - ], - [ - 5808, - 6002 - ], - [ - 6003, - 6030 - ], - [ - 6030, - 6130 - ], - [ - 6131, - 6147 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 5, - 7, - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.kimberly-clark.com/documents/NDATC.pdf" - }, - { - "id": 220, - "file_name": "NDATyre%20Plant.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nbetween\nENVIROSERV WASTE MANAGEMENT LIMITED\nRegistration Number: 2008/021152/07\n(hereinafter \u201cEnviroServ\u201d)\nand\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nRegistration Number: \u2026./\u2026\u2026/..\n(hereinafter \u201cProspective Buyer\u201d)\ntogether ( with their subsidiaries, holding companies and fellow subsidiaries) shall comprise the Parties.\n1. INTRODUCTION\n1.1 The parties are discussing certain matters which will require the disclosure to one another of information of a proprietary, secret and confidential nature relating to the purchase of EnviroServ\u2019s Tyre Plant business, subsidiary company EnviroServ Polymer Solutions and the property situated at 5 Glucose Way, Bellville, Cape Town.\n1.2 The parties will, subject to successful conclusion of such investigation and discussions, enter into an agreement.\n1.3 Pending investigation the parties wish to maintain confidentiality regarding the information disclosed by them respectively.\n1.4 For the purposes of this agreement, the party disclosing, such information shall be referred to as \"the disclosing party\" and the party receiving such information shall be referred to as \"the receiving party\".\n1.5 The parties wish to record the terms and conditions upon which they are prepared to disclose such information to one another.\n2. THE INFORMATION\n\"Information\" shall for the purpose of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, data in whatever form and information referred to in clause 1 (introduction) hereinabove communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.\n3. DISCLOSURE OF INFORMATION\n3.1 The parties agree to disclose the information to one another.\n3.2 The parties acknowledge that the information is a valuable, special and unique asset proprietary to the disclosing party.\n3.3 The parties agree that they will not, during the course of their association with one another or, thereafter, disclose the information to any third party for any reason or purpose whatsoever without the prior written consent of the disclosing party, save in accordance with the provisions of this agreement.\n3.4 Notwithstanding anything to the contrary contained, in this agreement the parties agree that the information may be disclosed by the receiving party to its professional advisors, agents and consultants, for the purposes of evaluating the investigation and enter into an agreement as contemplated in clause 1 (introduction), providing that the receiving party takes whatever steps are necessary to procure that such professional advisors, agents and consultants agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the information to third parties.\n3.5 The receiving party agrees:\n3.5.1 not to utilise, employ, exploit or in any other manner whatsoever use the information disclosed pursuant to the provisions of this agreement for any purpose without the prior express written consent of the disclosing party.\n3.5.2 that the unauthorised disclosure of the information to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party indemnifies and holds the disclosing party harmless against any loss, action, claim, harm or damage, of whatever nature, suffered by the disclosing party pursuant to a breach by the receiving party of the provisions of this agreement,\n4. TITLE\nAll information disclosed by the disclosing party to the receiving party is acknowledged by the receiving party:\n4.2 not to confer any rights of whatever nature in such information to the receiving party.\n5. RESTRICTIONS ON DISCLOSURE AND USE OF THE INFORMATION\n5.1 The receiving party may disclose the information only to its officers, employees and professional advisors and then only on a strictly need-to-know basis.\n5.2 The receiving party undertakes not to use the information for purpose other than:\n5.2.1 that for which it is disclosed; and\n5.2.2 in accordance with the provisions of this agreement.\n6. STANDARD OF CARE\nThe parties agree that they shall protect the information disclosed pursuant to the provisions of this agreement using the same standard of care that each party applies to its own proprietary, secret or confidential information and that the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof.\n7. RETURN OF INFORMATION\n7.1 The disclosing party may at any time, request the receiving party to return any material containing, pertaining to or relating to information disclosed pursuant to the terms of this agreement and may, in addition request the receiving party to furnish a written statement to the effect that, upon such return, the receiving party has not retained in possession, or under its control, either directly or indirectly, any such material.\n7.2 As an alternative to the return of the material contemplated in 7.1 above, the receiving party shall, at the instance of the disclosing party, destroy such material and furnish the disclosing party with a written statement to the effect that all such material has been destroyed.\n7.3 The receiving party shall comply with a request, in terms of this clause 7, within 7 days of receipt of such a request,\n8. EXCLUDED INFORMATION\nThe obligations of the parties pursuant to the provisions of this agreement shall not apply to any information that:\n8.1 is known to or in possession of the receiving party prior to disclosure thereof by the disclosing party;\n8.2 is or becomes publicly known, otherwise then pursuant to a breach of this agreement;\n8.3 is developed independently of the disclosing party by the receiving party;\n8.4 is disclosed by the receiving party to satisfy the order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the receiving party shall advise the disclosing party in writing prior to such disclosure to enable the disclosing party to take whatever steps it deems necessary to protect its interests in this regard, provided further that the receiving party will disclose only that portion of the information which it is legally required to disclose and the receiving party will use its reasonable endeavours to protect the confidentiality of such information to the widest extent possible in the circumstances;\n8.5 is disclosed to a third party pursuant to the prior written authorization from the disclosing party;\n8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this agreement.\n9. TERM\n9.1 This agreement shall be deemed to have commenced upon the date of last signing hereof and it shall continue to bind the parties for 3 (three) years after its termination.\n9.2 This agreement shall be deemed to have become terminated in the event of the following (whichever happens the sooner):\n9.2.1 the discussions between the parties being unsuccessful and accordingly breaking down; or\n9.2.2 an agreement between the parties being concluded regarding their future relationship; or\n9.2.3 in any event not later than one year after signing hereof unless extended by mutual agreement.\n9.3 This clause will survive the cancellation of this agreement for whatever reason.\n10. ARBITRATION\nAny dispute arising out of or in connection with the provisions of this agreement shall be referred to arbitration and determined in accordance with the Arbitration Act 42 of 1965, as amended from time to time,\n11. REPRESENTATIONS AND WARRANTIES\n11.1 Each party represents and warrants that it has the authority necessary to enter into this agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this agreement.\n11.2 The disclosing party warrants that:\n11.2.1 disclosure of the information to the receiving party will not result in a breach of any other agreement to which it is a party;\n11.2.2 will, to the best of its knowledge and belief, not infringe the rights of any third party and the disclosing party hereby indemnifies and holds the receiving party harmless against any liability for third party claims on such a basis.\n12. ADDITIONAL ACTION\nEach party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement.\n13. AMENDMENTS\nNo amendment, interpretation or waiver of any of the provisions of this agreement shall be effective unless reduced writing and signed by both the parties.\n14. ENFORCEMENT\nThe failure to enforce or to require the performance at any time of any of the provisions of this agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this agreement or any part hereof or the right of any party to enforce the provisions of this agreement.\n15. HEADINGS\nThe headings of the clauses in this agreement are used for convenience only and shall not affect the meaning or construction of the contents of this agreement.\n16. ENTIRE AGREEMENT\nThis agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior agreements between the parties, whether written or oral with respect to the subject matter of this agreement.\n17. GOVERNING LAW\nThis agreement and the relationship of the parties in connection with the subject matter of this agreement shall be governed and determined in accordance with the laws of South Africa.\n18. POSTAL ADDRESSES\n18.1 Any written notice in connection with this agreement may be addressed:\n18.1.1 In the case of EnviroServ\naddress P.O. Box 1547, Bedfordview 2008\ntelefax no (011) 454 6015\nattention The financial director\n18.1.2 In the case of PROSPECTIVE BUYER\naddress\ntelefax no\nattention\n18.2 The notice shall be deemed to have been duly given:\n18.2.1 7 days after posting, if posted by registered post to the party's address in terms of this sub-clause;\n18.2.2 on delivery, if delivered to the party's physical address in terms of either this sub-clause or the next sub-clause dealing with service of legal documents;\n18.2.3 on despatch, if sent to the party's then telefax number and confirmed by registered letter posted no later than the next business day, unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.\n18.3 A party may change that party's address for this purpose, by notice in writing to the other party. No notice shall be necessary in respect of a new or changed telefax number.\n19. ADDRESS FOR SERVICE OF LEGAL DOCUMENTS\n19.1 The parties choose the following physical addresses at which documents in legal proceedings in connection with this agreement may be served (ie their domicilium citandi executandi)\n19.1.1 EnviroServ :\nEnviroServ Holdings Limited\nBrickfield Road\nMeadowdale\nGermiston\n19.1.2 PROSPECTIVE BUYER :\n19.2 A party may change that party's address for this purpose to another physical address in the Republic of South Africa, by notice in writing, to the other party.\n20. COSTS\n20.1 Each party shall bear that party's own legal costs of and incidental to the negotiation, preparation, setting, signing and implementation of this agreement.\n20.2 Any costs, including attorney and own client cost, incurred by either party arising out of the breach by the other party of any of the provisions of this agreement shall be borne by the party in breach,\n21. SEVERABILITY\nIn the event at any one or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if such invalid, illegal or unenforceable provision was not a part of this agreement, and the agreement shall be carried out as nearly as possible in accordance with its original terms and intent.\nSIGNED AT THIS THE \u2026\u2026\u2026. DAY OF \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\nOn behalf of EnviroServ\n1. ...................................\u2026\u2026. ............................................................\n2. ...................................\u2026\u2026. ............................................................\nSIGNED AT THIS THE \u2026\u2026\u2026. DAY OF\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026..\u2026\nOn behalf of PROSPECTIVE BUYER\n1. ...................................\u2026\u2026.\n2. ...................................\u2026\u2026. ............................................................\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 52 - ], - [ - 53, - 88 - ], - [ - 89, - 124 - ], - [ - 125, - 151 - ], - [ - 152, - 155 - ], - [ - 156, - 180 - ], - [ - 181, - 210 - ], - [ - 211, - 244 - ], - [ - 245, - 351 - ], - [ - 352, - 367 - ], - [ - 368, - 372 - ], - [ - 372, - 703 - ], - [ - 704, - 708 - ], - [ - 708, - 822 - ], - [ - 823, - 951 - ], - [ - 952, - 956 - ], - [ - 956, - 1165 - ], - [ - 1166, - 1170 - ], - [ - 1170, - 1295 - ], - [ - 1296, - 1314 - ], - [ - 1315, - 1790 - ], - [ - 1791, - 1819 - ], - [ - 1820, - 1824 - ], - [ - 1824, - 1885 - ], - [ - 1886, - 1890 - ], - [ - 1890, - 2011 - ], - [ - 2012, - 2016 - ], - [ - 2016, - 2323 - ], - [ - 2324, - 2910 - ], - [ - 2911, - 2915 - ], - 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} - ], - "document_type": "search-pdf", - "url": "http://international.go-dove.com/data/Auctions/Auction19472/documents/NDATyre%20Plant.pdf" - }, - { - "id": 221, - "file_name": "NDA_118.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cNDA\u201d) between MAGNET FORENSICS, INC. (\u201cMagnet Forensics\u201d), with headquarters at 156 Columbia Street West, Waterloo, Ontario, Canada and XXXX (\u201cParticipant\u201d) with headquarters at __[address]__ is intended to define each party\u2019s obligations respecting the treatment of certain disclosed information and shall be effective as of XXXX (\u201cEffective Date\u201d).\n1. DEFINITIONS.\na. \u201cConfidential Information\u201d means any information regardless of form or medium, whether tangible or intangible, including any copies or fixations made thereof that is disclosed (or to which the Recipient is otherwise provided access) by Discloser that is proprietary or confidential to Discloser or its affiliated companies or to their respective customers, suppliers or other business partners including, without limitation, information that specifies, concerns or is related to Discloser\u2019s intellectual property, trade secrets, business operations, finances, customers, technical know-how, prototypes, designs, processes, products, services, or the development, testing or commercial exploitation of any of the foregoing that is either specifically identified as confidential prior to or at the time of its disclosure or that would reasonably be considered by a person knowledgeable in the industry to be proprietary or confidential in nature because of legends or other markings on the information, the circumstances of disclosure or the nature of the information itself.\nb. \u201cDiscloser\u201d means the party disclosing information.\nc. \u201cRecipient\u201d means the party receiving the disclosed Confidential Information.\n2. TERM AND PROTECTION PERIODS. This NDA shall commence upon the Effective Date and shall continue for a period of one (1) year unless sooner terminated in writing by either party. This NDA will automatically renew for subsequent one (1) year periods on the anniversary of the Effective Date, unless otherwise terminated in writing by either party. All obligations contained herein shall continue to bind the parties, their successors and permitted assigns and representatives, until the latter of (a) expiry or termination of this NDA or (b) three years from disclosure to Recipient.\n3. CONFIDENTIALITY OBLIGATIONS.\na. Recipient shall hold Confidential Information in confidence and use, reproduce and disclose the Confidential Information only to the extent reasonably required to facilitate a business relationship between the parties (the \u201cPurpose\u201d).\nb. Recipient shall protect the Confidential Information using the same degree of care that Recipient uses to protect its own confidential information of a similar nature to prevent the unauthorized use, reproduction or disclosure of the Confidential Information. Such care shall not be less than a reasonable degree of care. Recipient shall not disclose the Confidential Information to any employees, contractors, or third parties except to those employees, contractors or third parties who have a need to know the Confidential Information to fulfill the Purpose, provided that: (i) Recipient shall be vicariously\nliable for any act or omission of such employees, contractors or third parties respecting the Confidential Information, (ii) such employee, contractor or third party has been advised of the confidentiality obligations contained in this NDA and has either agreed in writing to be bound by the obligations of this NDA, or has entered into a binding written obligation of confidentiality with the Recipient that affords substantially similar protection of the Confidential Information.\nc. Recipient agrees that it shall not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of any materials to which it is provided access by Discloser.\nd. Each party will promptly advise the other in writing of any misappropriation or misuse by any person of such Confidential Information of which it may become aware.\n4. EXCLUSIONS. Information that Recipient can establish: (a) was lawfully in Recipient's possession before receipt from Discloser without any confidentiality obligation attached thereto; or (b) is or becomes a matter of public knowledge through no fault of Recipient; or (c) was independently developed or discovered by Recipient without use of any Confidential Information obtained from Discloser, shall not be considered Confidential Information under this NDA. Additionally, it shall not be considered a breach of this NDA if Recipient discloses Confidential Information if and only to the extent: (i) it is required to do so by law provided that Recipient gives Discloser sufficient notice to enable it to seek an order limiting or precluding such disclosure; or (ii) Discloser gives its prior written authorization to do so which is signed by an officer of the Discloser, provided that Recipient complies with the disclosure parameters set forth in such authorization.\n5. RETURN OF CONFIDENTIAL INFORMATION. At the Discloser\u2019s request, the Recipient shall promptly return any or all Confidential Information received from the Discloser (including, without limitation, any summaries or copies or Confidential Information) or will certify through an officer of the Recipient that all Confidential Information received from the Discloser, and any summaries or copies thereof, have been destroyed. For greater certainty, failure of the Discloser to make such request of Recipient shall not entitle Recipient to make any further use of the Confidential Information or otherwise extend Recipient\u2019s rights set forth herein after expiration or termination of this NDA and Recipient specifically agrees to cease any further use of Discloser\u2019s Confidential Information in such event.\n6. NO RESTRICTIONS ON GENERAL KNOWLEDGE. The Participant acknowledges that Magnet Forensics may develop information internally, or receive information from other parties, that is similar to their Confidential Information. Nothing in this NDA shall prohibit Magnet Forensics from developing products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Participant\u2019s Confidential Information provided that Magnet Forensics does not violate any of its obligations under this NDA. The parties agree that because of exposure to Participant\u2019s Confidential Information, employees of Magnet Forensics may gain or enhance their general knowledge, skills and experience (including ideas, concepts, know-how and techniques) related to Participant's business (\"General Knowledge\"). The subsequent use by these employees of such General Knowledge as retained in their unaided memories, without reference to Confidential Information in written, electronic or other fixed form, shall not constitute a breach of this NDA. Magnet Forensics shall have no obligation to limit or restrict the assignment of employees or to pay royalties for any work resulting from the use of such General Knowledge.\n7. RIGHTS. All right, title and interest in and to the Confidential Information is and shall remain with the Discloser, and no rights to the Confidential Information are granted under this NDA other than the rights expressly granted in Section 3. Recipient shall not acquire any ownership right, interest or title in or to the Confidential Information or any intellectual property rights therein or the right to obtain or apply for such rights under this NDA.\n8. REMEDIES. Recipient acknowledges that the Confidential Information has been developed at significant cost and has significant commercial value to Discloser, and Recipient agrees that disclosure or inappropriate use of the Confidential Information could cause Discloser irreparable harm. Recipient agrees therefore that Discloser will have the right to seek, in addition to any of its other rights and remedies under law and equity, injunctive relief for any violation of this NDA without posting bond or by posting bond at the lowest amount required by law.\n9. NO WARRANTY. This NDA shall not obligate either party to disclose any Confidential Information to the other party or enter into any further agreement or business arrangement with the other party. ANY INFORMATION EXCHANGED UNDER THIS NDA IS PROVIDED \"AS IS\". Discloser makes no representation, warranty or guarantee whatsoever about the Confidential Information.\n10. GOVERNING LAW. Without regard to conflict of law provisions, this NDA is governed by and will be construed in accordance with the laws of the Province of Ontario and the parties submit to the exclusive jurisdiction of the courts of the Province of Ontario in relation to all matters pertaining to or arising out of this NDA.\n11. ENTIRE AGREEMENT. This NDA constitutes the entire agreement of the parties with respect to the subject matter of this NDA and cancels and supersedes any prior discussions, correspondence, understandings, agreements, or communications of any nature relating to the subject matter of this NDA.\n12. GENERAL PROVISIONS.\na. All additions or modifications to this NDA must be made in writing and must be signed by an officer of both parties.\nb. No waiver by either party of a breach or omission by the other party under this NDA shall be binding on the waiving party unless it is expressly made in writing and signed by an officer of the waiving party. Waiver by a party of an individual breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.\nc. If a court of competent jurisdiction declares any provision in this NDA invalid or unenforceable, such invalidity or unenforceability shall have no effect on the remainder of the NDA which shall remain in full force.\nd. Recipient may not export any Confidential Information unless Recipient complies with all applicable export laws.\ne. This NDA does not create any agency or partnership relationship between the parties.\nf. Participant may not assign this NDA without the express prior written authorization of Magnet Forensics. Subject to the foregoing, this NDA shall inure to the benefit of and be binding upon the parties, their successors and assigns.\ng. This NDA may be signed in two or more counterparts each of which together will be deemed to be an original and all of which together will constitute one and the same instrument. Signing of this NDA and transmission by facsimile document transfer will be acceptable and binding upon the parties hereto.\nIN WITNESS WHEREOF, the undersigned have executed this NDA.\nMAGNET FORENSICS, INC. [Participant]\nPer: Per:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 94 - ], - [ - 94, - 407 - ], - [ - 408, - 423 - ], - [ - 424, - 1500 - ], - [ - 1501, - 1555 - ], - [ - 1556, - 1636 - ], - [ - 1637, - 1669 - ], - [ - 1669, - 1818 - ], - [ - 1818, - 1986 - ], - [ - 1986, - 2135 - ], - [ - 2135, - 2176 - ], - [ - 2176, - 2221 - ], - [ - 2222, - 2253 - ], - [ - 2254, - 2491 - ], - [ - 2492, - 2755 - ], - [ - 2755, - 2817 - ], - [ - 2817, - 3071 - ], - [ - 3071, - 3105 - ], - [ - 3106, - 3226 - ], - [ - 3226, - 3588 - ], - [ - 3589, - 3850 - ], - [ - 3851, - 4017 - ], - [ - 4018, - 4033 - ], - [ - 4033, - 4075 - ], - [ - 4075, - 4208 - ], - [ - 4208, - 4289 - ], - [ - 4289, - 4482 - ], - [ - 4482, - 4619 - ], - [ - 4619, - 4785 - ], - [ - 4785, - 4991 - ], - [ - 4992, - 5031 - ], - [ - 5031, - 5417 - ], - [ - 5417, - 5796 - ], - [ - 5797, - 5838 - ], - [ - 5838, - 6019 - ], - [ - 6019, - 6372 - ], - [ - 6372, - 6665 - ], - [ - 6665, - 6901 - ], - [ - 6901, - 7074 - ], - [ - 7075, - 7086 - ], - [ - 7086, - 7322 - ], - [ - 7322, - 7534 - ], - [ - 7535, - 7548 - ], - [ - 7548, - 7825 - ], - [ - 7825, - 8095 - ], - [ - 8096, - 8112 - ], - [ - 8112, - 8295 - ], - [ - 8295, - 8357 - ], - [ - 8357, - 8460 - ], - [ - 8461, - 8480 - ], - [ - 8480, - 8789 - ], - [ - 8790, - 8812 - ], - [ - 8812, - 9085 - ], - [ - 9086, - 9109 - ], - [ - 9110, - 9229 - ], - [ - 9230, - 9441 - ], - [ - 9441, - 9651 - ], - [ - 9652, - 9871 - ], - [ - 9872, - 9987 - ], - [ - 9988, - 10075 - ], - [ - 10076, - 10184 - ], - [ - 10184, - 10311 - ], - [ - 10312, - 10493 - ], - [ - 10493, - 10616 - ], - [ - 10617, - 10676 - ], - [ - 10677, - 10700 - ], - [ - 10700, - 10713 - ], - [ - 10714, - 10723 - ], - [ - 10724, - 10737 - ], - [ - 10738, - 10749 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 41, - 42 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 24, - 27, - 36 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 32 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 28, - 29 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.magnetforensics.com/wp-content/uploads/2018/01/NDA_118.pdf" - }, - { - "id": 222, - "file_name": "NDA_22.pdf", - "text": "RECIPROCAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nbetween Mr Seller Trading as FIRST PARTY (hereafter referred to as \u201cFP\u201d) a close corporation incorporated in South Africa trading from Coachmans Centre Nomansland, Republic of South Africa\nand\n______SECOND PARTY_________________________________ (here in after referred jointly and severally referred to as \"the SP\")\nwith domicilium citandi et executandi at\n1. INTERPRETATION\nIn this agreement -\n1.1 \"confidential information\" \u2013\nis information which is confidential to FP and includes but is not limited to:\n1.1.1 any information in respect of know-how, formulae, statistics, processes, systems, business methods, marketing, trading and merchandising methods and information, promotional and advertising plans and strategies, financial plans and models, inventions, long-term plans, research and development data, user or consumer data and profiles, ideas, computer programmes, drawings and any other information of a confidential nature of FP, in whatever form it may be;\n1.1.2 the contractual business and financial arrangements between FP and other Parties with whom it has business arrangements of whatever nature;\n1.1.3 all information peculiar to FP that is not readily available to a competitor of FP in the ordinary course of business;\n1.1.4 the fact of and content of the discussions between the Parties referred to in 2.1 below as well as the existence and content of this agreement and any other agreement that the Parties hereto might conclude;\n1.1.5 all other matters of a confidential nature that relate to FP's business;\n1.1.6 generally, information that is disclosed in circumstances of confidence or would be understood by the Parties, exercising reasonable business judgement, to be confidential;\nbut does not include information that\n1.1.7 is or hereafter becomes part of the public domain, otherwise than as a result of a breach or default of the SP or of a representative or affiliate of the SP;\n1.1.8 can be shown to have been lawfully in the possession of the SP or its affiliates prior to its disclosure and is not subject to an existing agreement between the Parties or any of its affiliates;\n1.1.9 is acquired by a party or its affiliates independently from a third party who lawfully acquired such information without restriction and who had not previously obtained the confidential information directly or indirectly under a confidentiality obligation from FP or its affiliates;\n1.1.10 is acquired or developed by a party or its affiliates independently of the other party and in circumstances which do not amount to a breach of the provisions of this agreement;\n1.1.11 is disclosed or released by the SP to satisfy an order of a court of competent jurisdiction or to otherwise comply with the provisions of any law or regulation in force at the time or the requirements of any recognised stock exchange; provided that, in these circumstances, the SP shall advise FP to take whatever steps it deems necessary to protect its interests in this regard and provided further that the SP will disclose only that portion of the confidential information which it is legally required to so disclose; and the SP will use its reasonable endeavours to protect the confidentiality of such information to the widest extent lawfully possible in the circumstances (and the SP shall co-operate with FP if FP elects to contest any such disclosure);\n1.2 \u201cFP\u201d \u2013\nthe party disclosing confidential information in terms of this agreement;\n1.3 \u201cSP\u201d \u2013\nthe party receiving confidential information in terms of this agreement;\n1.4 \u201cthe Parties\u201d \u2013\nFP and the SP.\n2. PREAMBLE\nThe parties hereby declare that:\n2.1 The Parties are conducting discussions with a view to concluding one or various agreements relative to the sale of FP to the SP.\n2.2 The Parties anticipate that FP will disclose confidential information to the SP in the course of their discussions.\n2.3 If the confidential information so disclosed is used by the SP for any purpose other than that for which its use is authorised in terms of this agreement or is disclosed or disseminated by the SP to another person or entity which is not a party to this agreement, this may cause FP to suffer damages and material financial loss.\n2.4 The Parties have agreed to enter into this confidentiality and non-disclosure agreement, in the absence of which neither party would have disclosed any of its confidential information to the other.\n3. USE OF CONFIDENTIAL INFORMATION\nAny confidential information disclosed by a FP shall be received and used by the SP only for the limited purpose described in 2.1 above and for no other purpose.\n4. NON-DISCLOSURE\n4.1 The SP undertakes to FP that -\n4.1.1 the SP will treat FP's confidential information as private and confidential and safeguard it accordingly;\n4.1.2 the SP will not use (except as permitted in 3 above) or disclose or divulge or copy or reproduce or publish or circulate or reverse or engineer and/or decompile or otherwise transfer, whether directly or indirectly, the confidential information of the other party to any other person or entity; and the SP shall take all such steps as may be reasonably necessary to prevent FP's confidential information failing into the hands of unauthorised persons or entities;\n4.1.3 the SP shall not disclose the confidential information of FP to any employee, consultant, professional adviser, contractor or sub-contractor or agent of the SP (collectively referred to herein as \"representative\") of the SP or an affiliate of the SP, nor shall they be given access thereto by the SP\n4.1.3.1 unless it is strictly necessary for the purposes referred to in 2.1 above; and\n4.1.3.2 the SP shall have procured that the representative or affiliate to whom or to which such information is disclosed or made available shall have agreed to be bound by all the terms of this agreement,\nand, in such event, the SP hereby indemnifies FP against any loss, harm or damage which FP may suffer as a result of the unauthorised disclosure 'of confidential information by a representative or affiliate.\n4.2 Any documentation or written record or other material containing confidential information (in whatsoever form) that comes into the possession of the SP shall itself be deemed to form part of the confidential information of FP. The SP shall, on request, and in any event if the discussions referred to in 2.1 above should not result in an agreement, return to FP all of FP's confidential information which is in physical form (including all copies) and shall destroy any other records (including, without limitation, those in machine readable form) as far as they contain FP's confidential information.\n5. DURATION\nThis agreement shall commence on the date of signature of this agreement by the last party to sign the agreement and shall remain in force indefinitely thereafter (and, in any event, beyond the term of this agreement).\n6. RELATIONSHIP OF THE PARTIES\n6.1 FP shall not be obliged, by reason of this agreement, to disclose any of its confidential information to the SP or to enter into any further agreement or business relationship with the other party.\n6.2 Each party shall retain the sole and exclusive ownership of intellectual property rights to its respective confidential information and no license or any other interest in such confidential information is granted in terms hereof or by reason of its disclosure.\n6.3 Other than the obligations set out in this agreement, no legal obligation shall arise between the Parties until signature of legal agreements between them in regard to the transaction envisaged in 2.1 above.\n6.4 The termination of discussions without entering into an agreement in regard to the transaction envisaged in 2.1 above shall not release the Parties from the obligations set out in this agreement.\n7. ENFORCEMENT, GOVERNING LAWS AND JURISDICTION\n7.1 This agreement shall be governed by and interpreted according to the laws of the Republic of South Africa, without reference to the choice of laws' provisions of the Republic of South Africa.\n7.2\n7.3 The Parties irrevocably submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, in respect of any action or proceeding arising from this agreement.\n7.4 The Parties agree that, in the event of a breach of this agreement, monetary damages would not be an adequate remedy and that the plaintiff part shall be entitled to injunctive relief in any court of competent jurisdiction and be reimbursed for any costs, claims, demands or liabilities arising directly or indirectly out of a breach. Nothing contained in this agreement shall be construed as prohibiting a party or its affiliate from pursuing any other remedies available to it for a breach or threatened breach.\n8. DOMICILIUM\n8.1 The Parties choose as their domiciliae the addresses indicated in the heading to this agreement for the purposes of giving any notice, the payment of any sum, the serving of any process and for any other purpose arising from this agreement.\n8.2 Each of the Parties shall be entitled from time to time, by written notice to the other, to vary its domicilum to any other address which is not a post office box or poste restante.\n8.3 Any notice required or permitted to be given in terms of this agreement shall be valid and effective only if in writing.\n8.4 Any notice given and any payment made by one party to the other (\"the addressee\") which \u2013\n8.4.1 is delivered by hand during the normal business hours of the addressee at the addressee's domicillum for the time being shall be presumed, until the contrary is proved, to have been received by the addressee at the time of delivery;\n8.4.2 is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved, to have been received by the addressee on the fourth day after the date of posting;\n8.4.3 is transmitted by facsimile to the addressee's receiving machine shall be presumed, until the contrary is proved, to have been received within one (1) hour of transmission where it is transmitted during normal business hours or, if transmitted outside normal business hours, within one (1) hour of the resumption of normal business hours on the next normal business day.\n9. GENERAL\n9.1 No party shall be bound by any representation, warranty, undertaking, promise or the like not recorded in this agreement.\n9.2 No addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the Parties.\n9.3 Any indulgence which either party may show to the other in terms of or pursuant to the provisions contained in this agreement shall not constitute a waiver of any of the rights of the party which granted such indulgence.\n9.4 The Parties acknowledge that this agreement and the undertakings given by it in terms hereof are fair and reasonable in regard to their nature, extent and period and go no further than is reasonably necessary to protect the interests of the Parties.\n9.5 The Parties agree that, if any provision of this agreement is found by a court to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.\n9.6 The Parties hereby confirm that they have entered into this agreement with full and clear understanding of the nature, significance and effect thereof and freely and voluntarily and without duress.\n9.7 Neither party shall have the right to assign or otherwise transfer any of its rights or obligations under this agreement.\n9.8 This agreement may be executed in several counterparts that together shall constitute one and the same instrument.\n9.9 In this agreement, clause headings are for convenience and shall not be used in its interpretation.\n9.10 The Parties are each legally entitled to enter into this agreement, while the signatory on behalf of FP has been duly authorised by resolution to bind FP in this matter.\n10 EXECUTION\n10.1 SIGNED ON BEHALF OF FP\nBY\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026\u2026\u2026\n(FULL NAMES AND JOB TITLE)\nAT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nON\u2026\u2026 (DAY)\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026..(MONTH)\u2026\u2026\u2026\u2026\u2026.(YEAR)\nWITNESSES\n1. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. 2. \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n10.2 SIGNED BY THE SP\n1\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. 2\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n(FULL NAMES)\nAT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026AT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nDAY MONTH YEAR DAY MONTH YEAR\nAS WITNESSES\n", - 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] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 10, - 17, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 46, - 47 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 36, - 40 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.creditintel.co.za/NDA.pdf" - }, - { - "id": 223, - "file_name": "NDA_English.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement entered into as of____________, 20___ between CAE Inc., having a place of business at 8585 C\u00f4te de Liesse Road, Saint-Laurent, Province of Quebec, Canada, H4T 1G6 (hereafter may be referred to as \u201cCAE\u201d) and__________________(insert legal name) having a place of business at________________________________(insert address), concerns the safeguarding of proprietary and company confidential information to be provided by each party to the other in connection with discussions related to the purchase of (select: goods, services and/or intellectual property for project _____ (if applicable indicate project) (the \u201cPurpose\u201d).\nWITNESSETH THAT: It is agreed between the parties as follows:\n1. For purposes of this Agreement, company confidential and/or proprietary information, hereinafter called Proprietary Information, shall be construed to mean any information, whether disclosed in writing, orally or otherwise, that the disclosing party considers to be material to its business operations (and for CAE, as applicable, the business operations of its direct and indirect subsidiaries and affiliated companies/entities (the \u201cCAE Group\u201d), including, without limitation, any commercial, financial, technical, and/or marketing information, business and/or strategic plans, wage and salary information, trade secrets, data, concepts, computer programs, software, designs, product specifications, drawings, processes, know-how, inventions and ideas, and any information relating to its customers, suppliers, employees or contractors. Where practical, the disclosing party may have the Proprietary Information identified as \u201cProprietary\u201d or \u201cConfidential\u201d with an appropriate legend, marking, stamp or other obvious written identification.\n2. The party receiving any Proprietary Information:\na) shall not use or duplicate said Proprietary Information, in whole or in part, for any purpose other than the Purpose, without the prior written consent of the disclosing party;\nb) shall protect and keep in confidence said Proprietary Information by using the same degree of care and safeguard as it uses to protect its own Proprietary Information of like importance, but in any event no less than a reasonable degree of care;\nc) shall not disclose or permit that said Proprietary Information be disclosed, in any manner whatsoever, other than to its directors, officers, employees, investment advisers, legal counsel or other agents (and for CAE, as applicable, a member of the CAE Group) who have a need to know, and this, only if it is strictly necessary to disclose said Proprietary Information to these persons for the Purpose. The receiving party undertakes to advise such persons of the confidential nature of this information and shall ensure that such persons are bound by confidentiality undertakings;\nd) shall not reverse engineer, decompile or disassemble any product (hardware or software) received from the other party;\ne) shall not remove, overprint or deface notices of copyright or ownership, trademark logo or legend, if any, from any information or material obtained from the other party.\n3. Except as set out above, the receiving party shall not disclose to any person the fact that discussions are taking place between the parties concerning the Purpose, including the status of such discussions.\n4. Nothing contained in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights in or title to the Proprietary Information disclosed hereunder. It is agreed that no license and more particularly no licence under any patents or copyrights of any party is granted by this Agreement or by any disclosure of Proprietary Information hereunder.\n5. The parties shall not be liable for disclosure or use of Proprietary Information which:\na) was at the time of receipt otherwise known to the party receiving it without any breach of an obligation of confidentiality;\nb) was published or is otherwise within the public knowledge or is generally known to the public at the time of its disclosure to the receiving party, or becomes part of the public domain without breach of this Agreement by the recipient;\nc) is developed independently by the recipient or parent, subsidiary or associated companies of the recipient without recourse to the Proprietary Information disclosed hereunder;\nd) becomes legally known or available to the receiving party from a source other than the disclosing party, and without breach of this Agreement by the recipient;\ne) becomes available to the receiving party by inspection or analysis of products available in the market other than the products of either party;\nf) is so disclosed or used with the written approval of the other party;\ng) if, and then to the extent that disclosure is required by law to be given to a governmental body or a court of competent jurisdiction, provided that the recipient provides to the disclosing party prompt notice of any such requirement to disclose the Proprietary Information, to permit the disclosing party to seek an appropriate remedy to prevent the disclosure or alternatively to agree to the terms of such disclosure.\n6. No party shall be liable for the inadvertent or accidental disclosure of Proprietary Information if such disclosure occurs despite the exercise of the same degree of care as such party normally takes to preserve and safeguard its own Proprietary Information, but in any event no less than a reasonable degree of care.\n7. Without prejudice to any other rights or remedies the disclosing party may have, each party acknowledges and agrees that damages would not be an adequate remedy for a breach of any of the provisions of this Agreement; therefore the disclosing party shall be entitled to seek injunctive (final, interlocutory and provisional or preliminary), specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement before any court of competent jurisdiction.\n8. This Agreement shall, unless earlier terminated as indicated hereafter, be for a term of one (1) year from the date first above mentioned, and be renewed automatically for one year periods, unless a party sends in writing to the other a notice of non-renewal, thirty days prior to the expiration of a term. The disclosing party shall be entitled to terminate this Agreement should the recipient fail to comply with any of the provisions of the Agreement.\n9. Notwithstanding any termination or expiration of this Agreement, the provisions of this Agreement, as they relate to the safeguard, disclosure or use of Proprietary Information shall, unless agreed otherwise by the Parties, or unless such information becomes part of the public domain through no fault of the receiving party, remain in full force and effect a) for a period of five (5) years from expiration or termination of this Agreement when the disclosing party is a potential supplier to CAE, or b), for a period of twenty five years if the disclosing party is CAE. Upon termination or expiration of this Agreement, the receiving party agrees to promptly return or destroy, as instructed by the disclosing party, any Proprietary Information received from the disclosing party, together with all copies thereof, upon request by the disclosing party, termination of the Agreement or expiry or termination of the Purpose, whichever is earlier. The recipient shall provide to the disclosing party, within ten (10) days of such request, expiry or termination, a certificate of one of its authorized senior corporate officer attesting to this return or destruction. Notwithstanding the foregoing, one (1) copy may be retained in confidential restricted access files of the recipient\u2019s legal department for use by its legal counsel strictly in the event of a dispute.\n10. Each party shall bear its own costs incurred under or in connection with this Agreement.\n11. Nothing in this Agreement shall grant to a party the right to make any commitments of any kind for, or on behalf of, the other party without the prior written consent of such party. Nothing in this Agreement shall be construed as an obligation by a party to enter into a contract, subcontract or other business relationship with the other party.\n12. If any provision of this Agreement becomes invalid, illegal or unenforceable in any respect under any applicable regulation or law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.\n13. Any failure by a party to exercise any rights, power or privilege under this Agreement shall not constitute a waiver hereunder, nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege.\n14. This Agreement and the rights and obligations hereunder may not be transferred or assigned by a party without the prior written approval of the other party.\n15. This Agreement supersedes any prior agreements and undertakings between the parties with respect to Proprietary Information supplied to each other, and is the complete agreement of the parties in relation to the subject matter of this Agreement.\n16. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Quebec excluding its conflict of law rules and any applicable Federal laws of Canada.\n17. This Agreement may be signed in several counterparts, each of such counterparts so signed shall constitute an original, and all counterparts together shall constitute a single instrument. Any signature page delivered via facsimile transmission or electronic mail (pdf format) shall be binding to the same extent as an original signature page. Any party who delivers such a signature page agrees to subsequently deliver an original counterpart to any party that requests it.\n18. The parties agree that this Agreement shall be drafted in the English language. Les parties aux pr\u00e9sentes ont convenu de r\u00e9diger ce contrat en Anglais.\n(Signatures are on the next page)\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.\nCAE Inc. _________________________(insert legal name of receiving party)\n(Signature)\n(Signature)\n(Name)\n(Name)\n(Title)\n(Title)\nNDA_English\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 243 - ], - [ - 243, - 311 - ], - [ - 311, - 662 - ], - [ - 663, - 724 - ], - [ - 725, - 1567 - ], - [ - 1567, - 1771 - ], - [ - 1772, - 1823 - ], - [ - 1824, - 2003 - ], - [ - 2004, - 2252 - ], - [ - 2253, - 2659 - ], - [ - 2659, - 2837 - ], - [ - 2838, - 2959 - ], - [ - 2960, - 3133 - ], - [ - 3134, - 3343 - ], - [ - 3344, - 3528 - ], - [ - 3528, - 3722 - ], - [ - 3723, - 3813 - ], - [ - 3814, - 3941 - ], - [ - 3942, - 4180 - ], - [ - 4181, - 4359 - ], - [ - 4360, - 4522 - ], - [ - 4523, - 4669 - ], - [ - 4670, - 4742 - ], - [ - 4743, - 5166 - ], - [ - 5167, - 5487 - ], - [ - 5488, - 5995 - ], - [ - 5996, - 6306 - ], - [ - 6306, - 6453 - ], - [ - 6454, - 6815 - ], - [ - 6815, - 6959 - ], - [ - 6959, - 7029 - ], - [ - 7029, - 7404 - ], - [ - 7404, - 7623 - ], - [ - 7623, - 7823 - ], - [ - 7824, - 7916 - ], - [ - 7917, - 8103 - ], - [ - 8103, - 8266 - ], - [ - 8267, - 8518 - ], - [ - 8519, - 8763 - ], - [ - 8764, - 8924 - ], - [ - 8925, - 9174 - ], - [ - 9175, - 9363 - ], - [ - 9364, - 9556 - ], - [ - 9556, - 9711 - ], - [ - 9711, - 9841 - ], - [ - 9842, - 9926 - ], - [ - 9926, - 9997 - ], - [ - 9998, - 10031 - ], - [ - 10032, - 10140 - ], - [ - 10141, - 10145 - ], - [ - 10145, - 10150 - ], - [ - 10150, - 10213 - ], - [ - 10214, - 10225 - ], - [ - 10226, - 10237 - ], - [ - 10238, - 10244 - ], - [ - 10245, - 10251 - ], - [ - 10252, - 10259 - ], - [ - 10260, - 10267 - ], - [ - 10268, - 10279 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 7, - 12 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 31 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 33, - 34 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 21, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7, - 8 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.cae.com/media/documents/NDA_English.pdf" - }, - { - "id": 224, - "file_name": "NDA_Mutual_template2_5_2019.pdf", - "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is entered into and made effective as of the later of the two signature dates below by and between (NAME OF COMPANY) (\u201cXYZ\u201d (ADDRESS OF COMPANY), and Tennessee Technological University, with its principal office at One William L. Jones Dr., Derryberry Hall 305, Cookeville, TN 38505 (\u201cTTU\u201d). WHEREAS, in connection with certain business discussions between XYZ and TTU, XYZ and TTU may disclose and reveal to each other, either orally, in writing or otherwise, certain materials, trade secrets, proprietary information and other confidential information relating directly or indirectly to their respective products and businesses.\nNOW, THEREFORE, in consideration of the disclosure of Confidential Information (as defined below) by each party, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:\n1. Disclosure of Confidential Information.\n(a) For purposes of this Agreement, \u201cConfidential Information\u201d means any and all information (including, without limitation, all business, financial, commercial and technical information and data), in whatever form transmitted, whether tangible or intangible, that is disclosed, furnished or otherwise provided or made available by the disclosing party to the receiving party prior to or after the date of this Agreement. \u201cConfidential Information\u201d includes, without limitation, design documents, trade secrets, files, marketing and business plans, documentation, reports, projections, interpretations, forecasts, records (including information regarding the disclosing party\u2019s businesses, customers, strategies, operations, finances, technology, data, processes, methodologies, know-how, existing or future products, services, applications and methods of operation (including how such methods are developed, conducted or operated)) and all other information, whether in written, oral, encoded, electronic or other tangible or intangible form, and whether or not labeled, marked or otherwise identified as \u201cConfidential\u201d upon disclosure thereof, relating to the disclosing party\u2019s products and businesses, and any other information that would, if disclosed to any actual or potential competitors of the disclosing party, give or increase those competitors\u2019 advantage over the disclosing party or directly or indirectly harm the disclosing party\u2019s business.\n(b) Any trade secrets will be entitled to all of the protections and benefits of applicable trade secret laws and any other applicable laws. For avoidance of doubt, the parties acknowledge and agree that, in the event a court of competent jurisdiction determines that information the disclosing party deems to be a trade secret is not a trade secret under applicable law, such information will nevertheless be deemed to be Confidential Information for purposes hereof, provided such information falls within the description set forth in Section 1(a).\n(c) Notwithstanding the foregoing, \u201cConfidential Information\u201d shall not mean information that, as demonstrated by the receiving party, is (i) in the public domain prior to the date of this Agreement through no wrongful act of the receiving party or its agents or employees, (ii) independently developed by the receiving party without any use of, or reference to, Confidential Information, (iii) rightfully furnished to the receiving party by any third party without violation or breach of any confidentiality restriction, or (iv) authorized in writing for release by the disclosing party.\n2. Obligations Regarding Confidential Information.\n(a) Subject to the Tennessee Public Records Act, Section 10-7-5-1 et seq., at all times during the term of this Agreement and thereafter, the receiving party shall:\n(i) refrain from disclosing, directly or indirectly, any Confidential Information of the disclosing party to third parties, and hold all Confidential Information received from the disclosing party in trust and strict confidence, subject to the terms of this Agreement;\n(ii) take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the disclosing party\u2019s Confidential Information and avoid disclosure, loss or misuse of the Confidential Information; and\n(iii) refrain from using any of the disclosing party\u2019s Confidential Information for any purpose not specified hereunder (including, without limitation, in its own business or for its own benefit) without the prior written consent of the disclosing party.\n(b) Subject to the Tennessee Public Records Act, Section 10-7-5-1 et seq.,without the written consent of the disclosing party, the receiving party will not disclose the disclosing party\u2019s Confidential Information to any person other than the receiving party\u2019s officers, directors, owners, employees, agents and representatives (i) with a valid need to know such Confidential Information and (ii) that have an enforceable agreement with the receiving party containing confidentiality obligations substantially similar to those terms and conditions applicable to the receiving party under this Agreement.\n(c) In the event that the receiving party is legally required to disclose any Confidential Information of the disclosing party, the receiving party shall give the disclosing party prompt written notice of such request or requirement so that the disclosing party may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and the receiving party will reasonably cooperate with the disclosing party (at the disclosing party\u2019s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained or the disclosing party waives compliance with the relevant provisions of this Agreement, the receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed.\n(d) The receiving party shall give prompt written notice to the disclosing party upon discovery of any loss, misuse, misappropriation or disclosure of the disclosing party\u2019s Confidential Information, and will reasonably cooperate with the disclosing party to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e) Upon the disclosing party\u2019s request, all documents, materials and other items containing the disclosing party\u2019s Confidential Information (including without limitation, all originals, copies, and reproductions of the Confidential Information) shall be promptly returned to the disclosing party without retaining a copy thereof, and the receiving party shall provide a certification, signed by an officer, as to the completeness of the return of such materials. Upon such request, the receiving party also shall destroy all documents, materials and other items embodying or summarizing the disclosing party\u2019s Confidential Information in whatever format, and shall provide a similar certification as to the completeness of the destruction of such materials. Compliance with this Subsection 2(e) shall not relieve the receiving party of its obligations under this Agreement.\n3. Ownership. The disclosing party\u2019s Confidential Information shall remain the property of the disclosing party. No license under any patent, trademark, copyright or other intellectual property or proprietary right is granted or implied to any information furnished by or on behalf of either party to the other party, whether or not Confidential Information. Each party acknowledges that the other party\u2019s Confidential Information is highly valuable, confidential and proprietary to the other party and has been developed through the investment of significant time, effort and expense, and that maintaining the confidentiality of this Confidential Information is essential for the general successful operations of TTU and Company.\n4. Miscellaneous.\n(a) Neither the holding of discussions nor the exchange of material or Confidential Information shall be construed as (i) obligating a party to enter into any agreement with the other party hereto; (ii) a commitment or obligation by a party to develop, sell or contract with respect to any products or services offered by the other party; or (iii) a license, partnership or joint venture between the parties.\n(b) The parties acknowledge and agree that all Confidential Information is provided \u201cAS-IS\u201d and without any warranty, express, implied or otherwise, regarding such Confidential Information\u2019s accuracy or completeness. Each party understands and agrees that neither party shall have any liability whatsoever to the other party relating to or resulting from such party\u2019s use of the Confidential Information or any errors therein or omissions therefrom.\n(c) This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Tennessee as executed and performed in that state without regard to conflicts of laws principles. This Agreement shall not be assignable by either party, in whole or in part, without the prior written consent of the other party; provided, however, that a party may assign this Agreement without consent in the event of a sale of securities or assets, merger or change of control of such party. Any assignment in violation of this Subsection 4(d) shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the successors and permitted assigns of each party to this Agreement.\n(d) Failure or delay in exercising any right, power or privilege under this Agreement will not operate as a waiver thereof. In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. This Agreement contains the entire agreement between the parties concerning the Confidential Information disclosed hereunder and supersedes any prior agreements or understandings between the parties concerning the Confidential Information, and no modifications of this Agreement or waiver of the terms and conditions hereof will be binding upon either party unless approved in writing by each party. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in \u201cportable document format\u201d (\u201c.pdf\u201d) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.\n(e) This Agreement shall be deemed to have been drafted by each party hereto. This Agreement shall not be construed against any party by reason of the drafting or preparation, and the parties expressly agree not to assert that any inference should be drawn against either party on the basis of which party drafted this Agreement.\n(g) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nCOMPANY TENNESSEE TECHNOLOGICAL UNIVERSITY\nBy: By:\n(Authorized Signature)\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 420 - ], - [ - 420, - 758 - ], - [ - 759, - 1083 - ], - [ - 1084, - 1126 - ], - [ - 1127, - 1549 - ], - [ - 1549, - 2583 - ], - [ - 2584, - 2725 - ], - [ - 2725, - 3134 - ], - [ - 3135, - 3273 - ], - [ - 3273, - 3409 - ], - [ - 3409, - 3524 - ], - [ - 3524, - 3660 - ], - [ - 3660, - 3723 - ], - [ - 3724, - 3774 - ], - [ - 3775, - 3939 - ], - [ - 3940, - 4208 - ], - [ - 4209, - 4519 - ], - [ - 4520, - 4774 - ], - [ - 4775, - 5102 - ], - [ - 5102, - 5166 - ], - [ - 5166, - 5377 - ], - [ - 5378, - 5905 - ], - [ - 5905, - 6191 - ], - [ - 6192, - 6561 - ], - [ - 6562, - 7026 - ], - [ - 7026, - 7321 - ], - [ - 7321, - 7436 - ], - [ - 7437, - 7451 - ], - [ - 7451, - 7550 - ], - [ - 7550, - 7796 - ], - [ - 7796, - 8167 - ], - [ - 8168, - 8185 - ], - [ - 8186, - 8304 - ], - [ - 8304, - 8384 - ], - [ - 8384, - 8528 - ], - [ - 8528, - 8594 - ], - [ - 8595, - 8812 - ], - [ - 8812, - 9044 - ], - [ - 9045, - 9251 - ], - [ - 9251, - 9547 - ], - [ - 9547, - 9623 - ], - [ - 9623, - 9815 - ], - [ - 9816, - 9940 - ], - [ - 9940, - 10145 - ], - [ - 10145, - 10545 - ], - [ - 10545, - 10705 - ], - [ - 10705, - 11052 - ], - [ - 11053, - 11131 - ], - [ - 11131, - 11382 - ], - [ - 11383, - 11514 - ], - [ - 11514, - 11713 - ], - [ - 11714, - 11782 - ], - [ - 11783, - 11825 - ], - [ - 11826, - 11833 - ], - [ - 11834, - 11856 - ], - [ - 11857, - 11870 - ], - [ - 11871, - 11882 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29, - 30 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5, - 6, - 7, - 8 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 27, - 51 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 11 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25, - 26, - 27 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5, - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.tntech.edu/research/pdf/researchcompliance/NDA_Mutual_template2_5_2019.pdf" - }, - { - "id": 226, - "file_name": "NDA_Sample.pdf", - "text": "Non Disclosure Agreement for [Your Product Name] Mobile Application Development\nThis Nondisclosure Agreement (the \"Agreement\") is entered into by and between ____[Your Company Name]____ with its principal offices at ____[Your Company Address]__, (\"Disclosing Party\") and ______[Sub Contractor Name]__________ located at _______[Sub Contractor Address]______ (\"Receiving Party\") for the purpose of preventing the unauthorized disclosure of confidential information relating to the development of an aMemoryJog Mobile Application as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (\"Confidential Information\").\n1. Definition of Confidential Information. For purposes of this Agreement, \"Confidential Information\" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word \"Confidential\" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.\n2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of\ndisclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\n3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\n4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\n6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.\n7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.\n8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.\n________________________________________(Signature)\n________________________________________ (Typed or Printed Name)\nDate: ___________________________________\n________________________________________ (Signature)\n________________________________________ (Typed or Printed Name)\n", - "spans": [ - [ - 0, - 79 - ], - [ - 80, - 163 - ], - [ - 163, - 293 - ], - [ - 293, - 546 - ], - [ - 546, - 718 - ], - [ - 719, - 762 - ], - [ - 762, - 974 - ], - [ - 974, - 1132 - ], - [ - 1132, - 1314 - ], - [ - 1315, - 1360 - ], - [ - 1360, - 1449 - ], - [ - 1449, - 1482 - ], - [ - 1483, - 1574 - ], - [ - 1574, - 1662 - ], - [ - 1662, - 1801 - ], - [ - 1801, - 1884 - ], - [ - 1885, - 1920 - ], - [ - 1920, - 2073 - ], - [ - 2073, - 2337 - ], - [ - 2337, - 2620 - ], - [ - 2620, - 2859 - ], - [ - 2860, - 2877 - ], - [ - 2877, - 3275 - ], - [ - 3276, - 3294 - ], - [ - 3294, - 3445 - ], - [ - 3446, - 3463 - ], - [ - 3463, - 3638 - ], - [ - 3639, - 3655 - ], - [ - 3655, - 3841 - ], - [ - 3841, - 3918 - ], - [ - 3919, - 3930 - ], - [ - 3930, - 4043 - ], - [ - 4044, - 4167 - ], - [ - 4167, - 4242 - ], - [ - 4243, - 4284 - ], - [ - 4284, - 4294 - ], - [ - 4295, - 4336 - ], - [ - 4336, - 4359 - ], - [ - 4360, - 4366 - ], - [ - 4366, - 4401 - ], - [ - 4402, - 4443 - ], - [ - 4443, - 4454 - ], - [ - 4455, - 4496 - ], - [ - 4496, - 4519 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 4, - 6, - 7, - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12, - 13, - 14, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 18, - 19 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12, - 13, - 14, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.amemoryjog.com/NDA_Sample.pdf" - }, - { - "id": 229, - "file_name": "NDA_VPI.pdf", - "text": "Non-Disclosure Agreement\nThis Non-Disclosure Agreement (\u201cNDA\u201d) is entered into and effective as of \u2026\u2026\u2026\u2026\u2026\u2026.. by and between \u2026\u2026\u2026\u2026. (the \u201cClient\u201d) and Vladi Private Islands GmbH, a company registered under the laws of the Federal Republic of Germany and with its registered seat at Ballindamm 26, 20095 Hamburg, Germany (\u201cVladi Private Islands\u201d).\nYou, the Client, have expressed an interest in \u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (the \u201cTransaction\u201d), a property listed by Vladi Private Islands. At the request of the Property Owner(s) an NDA must be signed by Client before certain Confidential Information (defined as all business, financial, operational or other information regarding the Transaction and supplied to the Client by Vladi Private Islands) is made available. The terms and conditions of this agreement are as follows:\n1. The Client will hold the Confidential Information in strict confidence and will not disclose, copy, reproduce or distribute it to any person other than its Authorised Recipients (defined as the Client\u2019s directors, officers, employees, associates, affiliates and advisers who are directly concerned with the Transaction and whose knowledge of such Confidential Information is necessary for the Transaction).\n2. Neither the Client nor the Authorised Recipients will, without the prior consent of Vladi Private Islands:\na. reveal to any person other than an Authorised Recipient that negotiations are taking place in relation to the Transaction or reveal any other details concerning the status of negotiations\nb. use the Confidential Information for any purpose other than to evaluate the Transaction\n3. The undertakings in paragraphs 1 and 2 will not apply to information which:\na. was already in the public domain at the time of disclosure to the Company\nb. has subsequently come into the public domain, except through a breach of this NDA\nc. is required to be disclosed by any regulatory organisation or if otherwise required by law\n4. All correspondence, inquiries, offers to purchase and negotiations relating to the Transaction will be conducted exclusively through Vladi Private Islands. The Client and Authorised Recipients agree only to contact the property owner and/or the affiliates of the property owner through Vladi Private Islands.\n5. The obligation of the client set forth in this NDA shall terminate 2 years after its creation and shall remain effective in the event that the Client terminates its co-operation with Vladi Private Islands.\n6. 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CONFIDENTIAL INFORMATION\nA. OWNER agrees to disclose INFORMATION to RECIPIENT to facilitate possible future business dealings between the parties.\nB. RECIPIENT agrees to receive such INFORMATION and to refrain from copying, disclosing, using, selling, or offering for sale any and all of said INFORMATION, other than at the request of OWNER, with the exceptions as provided in paragraph C herein. RECIPIENT agrees to keep confidential and refrain from disclosing any and all of the INFORMATION, and to take all necessary and reasonable steps to prevent unauthorized disclosure or use of any and all of the INFORMATION.\nC. Notwithstanding paragraph B, RECIPIENT shall not be liable for disclosure or use of INFORMATION only if, and only to the extent that, said INFORMATION was in the public domain at the time it was disclosed by OWNER, or was known to and recorded in writing by RECIPIENT prior to the time of disclosure by OWNER, or is received from a third party or passes into the public domain without breach of this Agreement. With respect to any INFORMATION known by RECIPIENT prior to the time of disclosure by OWNER that RECIPIENT believes to constitute the INFORMATION, or any portion thereof, RECIPIENT shall disclose to OWNER an adequate written description of the INFORMATION within fourteen (14) days of the disclosure by OWNER.\nD. This is not an offer for sale or license. No right or license is granted by OWNER to RECIPIENT in connection with the technical information or inventions disclosed under this agreement. All documents or materials constituting the INFORMATION and all reproductions thereof shall at all times remain the sole property of OWNER and shall promptly be returned by RECIPIENT upon request.\nE. This Agreement shall remain in force in spite of disclosure of the INFORMATION by OWNER in the form of patent applications, copyright applications, or other disclosures by OWNER.\nII. RESTRICTIONS\nA. Except for the express written consent of OWNER, RECIPIENT agrees:\n1. Not to use or disclose to another person or entity any confidential information of OWNER;\n2. Not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing confidential information of OWNER; and\n3. To use all other reasonable means to maintain the secrecy and confidentiality of the confidential information of OWNER.\nB. RECIPIENT further agrees, at the request of OWNER:\n1. To immediately return to OWNER all of the items in the possession of RECIPIENT which relate to or which disclose in whole or in part any confidential information of OWNER; and\n2. To refrain from using or disclosing to any other person or entity any confidential information of OWNER.\nIII. INTELLECTUAL PROPERTY\nA. Title and Copyright Assignment\n1. All products and results of RECIPIENT\u2019S services rendered hereunder (the \"Work\") are works made for hire. RECIPIENT acknowledges and agree that the Work (and all rights therein, including, without limitation, copyrights) belongs to and shall be the sole and exclusive property of OWNER.\n2. Not withstanding the foregoing, RECIPIENT also hereby assigns and transfers to OWNER, its successors and assigns, the entire right, title, and interest in and to all copyrights in the Work; all registrations and copyright applications relating thereto and all renewals and extensions thereof; all works based upon, derived from, or incorporating the Work; all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights; and all rights corresponding to the foregoing throughout the world.\n3. If the Work is one to which the provisions of 17 U.S.C. \u00a7 106A apply, RECIPIENT hereby waives and appoints OWNER to assert on RECIPIENT\u2019S behalf RECIPIENT\u2019S moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for OWNER'S purposes.\n4. RECIPIENT agrees to execute all papers and to perform such other proper acts as OWNER may deem necessary to secure for OWNER or its designee the rights herein assigned.\nB. Patent Assignment\n1. RECIPIENT may invent new, original, and ornamental or useful inventions in the course of or related to RECIPIENT\u2019S business relationship with OWNER (\"the Inventions\").\n2. RECIPIENT hereby assigns and/or transfers to OWNER, its successors or assigns, the entire right, title, and interest in and to said Inventions, and any patent and patent applications deriving there from for any such invention in the United States and throughout the world, including the right to file foreign applications directly in the name of OWNER and to claim for any such foreign applications any priority rights to which such applications are entitled under international conventions, treaties, or otherwise; and to cooperate with OWNER as may be necessary or desirable for obtaining, sustaining, reissuing, or enforcing said patent or patent applications in the United States and throughout the world for said Inventions, and for perfecting, recording, or maintaining any such title in OWNER.\n3. Notwithstanding the above, RECIPIENT shall not assign and/or transfer any invention for which no confidential information of OWNER was used, unless the invention results from any work performed by RECIPIENT for OWNER.\nC. Ownership of Trademarks\nRECIPIENT hereby acknowledges that OWNER shall retain all right, title, and interest in all trademarks, trade dress, and good will that results from the INFORMATION or any use or offer to sell thereof.\nIV. COVENANT NOT TO SUE\nRECIPIENT shall not institute any action or suit at law or in equity against OWNER, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of OWNER.\nV. DAMAGES AND SPECIFIC PERFORMANCE\nRECIPIENT agrees that should RECIPIENT breach any of the promises contained in this Agreement that OWNER would suffer irreparable harm and OWNER would be without adequate remedy at law and that OWNER may obtain injunctive relief, including specific performance of the Agreement, as well as monetary award for damages suffered by OWNER for RECIPIENT\u2019S breach of this Agreement.\nVI. NO WAIVER\nFailure at any time to require performance of any of the provisions herein shall not waive or diminish a party's right thereafter to demand compliance therewith or with any other provision. Waiver of any default shall not waive any other default. A party shall not be deemed to have waived any rights hereunder unless such waiver is in writing and signed by a duly authorized officer of the party making such waiver.\nVII. SEVERABILITY\nShould a court of competent jurisdiction find that any portion of this Agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall use reasonable efforts to substitute a valid, legal, and enforceable provision that implements purposes of the provision so held invalid, illegal, or unenforceable to any extent permissible under the law.\nVIII. MERGER/MODIFICATION IN WRITING\nRECIPIENT agrees that this Agreement shall supersede all prior agreements and shall not be modified by either party except in writing and by agreement between both parties. Notwithstanding this paragraph, RECIPIENT shall honor all prior obligations concerning confidentiality of OWNER\u2019S confidential INFORMATION.\nIX. CHOICE OF LAW\nThis Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California in the Central District of California. Any dispute involving the terms or conditions of this Agreement shall be brought in the Central District of California or a California State court of competent subject matter jurisdiction therein. Each of the parties hereby submits to the personal jurisdiction of said court. IN WITNESS WHEREOF, the parties have executed this agreement as of the latest date indicated below. 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LTD (hereinafter \u201cthe Company\u201d), of the \ufb01rst part, and the token purchaser (hereinafter \u201cthe Investor\u201d) in accordance with the \u00abOLPORTAL\u2019s\u00bb token sale public offer (hereinafter \u201cthe Offer\u201d), have signed the present non-disclosure agreement (hereinafter \u201cthe Agreement\u201d) as follows below.\n1. General provisions and de\ufb01nitions\n1.1. The Company represents the Disclosing Party under the Agreement.\n1.2. The Investor represents the Receiving Party under the Agreement.\n1.3. An Agent of the Investor is an authorized person of the investor who has access to the Proprietary Information.\n1.4. The Proprietary Information is any information of the Company marked as \u00abCommercial Secret\u00bb or \u00abCon\ufb01dential\u00bb with actual or potential commercial value by virtue of the fact third-parties are unfamiliar with it, submitted to the Investor by the Company in written form by documents transmission, including the electronic transmission of documents secured from unauthorized access to the transmitted information, the information related to business or \ufb01nance plans and strategies including, without limitation information about markets, \ufb01nancial documents, \ufb01nancial statements and accounting (except for cases de\ufb01ned by law), contractual relationships, pricing and marketing of goods (works and services), technical information, commercial secrets, know-how, research, production schedules, concepts, intellectual activity property (which includes discoveries, inventions, rationalization proposals, utility models, constructions, industrial models that are non-proprietary for some reasons, computer software, databases, logotypes scratches that are non-registered for some reasons).\nThe Proprietary Information does not include any publicly available information, the access to which was provided to the third parties by the Company without limitations, or in case if this information became public through no fault of the Investor in force of other circumstances, to relation of which the Investor can prove that the Investor has already possessed this information by the time when the Company provided it, or this information contained no con\ufb01dentiality preservation obligations.\nThe information also cannot be called Proprietary in cases where the Investor can prove that it was created by himself or herself without resorting to the Proprietary Information.\nThe Agreement does not regulate personal information security and the transmission of the information related to bank secrecy.\n2. Subject of the agreement\n2.1. Obligations of parties to secure the Proprietary Information under the terms indicated in the Agreement constitute the subject of the agreement.\n2.2. The Company discloses the Proprietary Information concerning acquisition and further use and realization of OL-tokens during \u00abOLPORTAL\u00bb ICO to the Investor, including individual preferences provided to the Investor at any stage of transactions at the time of ICO in accordance with the provisions of the Offer and accompanying documents including terms of smart-contracts, according to which the investor acquires OL-tokens.\n3. Con\ufb01dentiality restrictions\n3.1. The Investor is authorized to grant access to the proprietary information only to those parties who require access to the proprietary information in realizing the investors\u2019 rights under the Offer in order to achieve the provision of the Proprietary Information, are obliged not to disclose the Proprietary Information and informed about the fact of the conclusion of the Agreement. The Investor is obliged to provide the list of Investor\u2019s Agents who have received access to the Proprietary Information.\n3.2. Non-performance of terms of section 3.1. of the Agreement causes the termination of access to the Proprietary Information and provides the Company with the right to refuse unilaterally from performing any agreements along with the Offer, concluded with the Investor, according to which the Investor shall procure or procured the access to the Proprietary Information.\n3.3. Should the controversy between con\ufb01dentiality clauses in the Agreements signed by the parties appear, according to which the Investor shall procure or procured the access to the Proprietary Information and according to the terms of the Agreement, the conditions stated in the Agreement shall prevail.\n3.4. The Investor is obliged to keep, withhold, and hold any con\ufb01dential information, take measures, which are greater than or equal to measures which the Investor takes to protect his or her own con\ufb01dential information, to secure the Proprietary Information.\n3.5. The Investor and his or her authorized Agents with access to the con\ufb01dential information are obliged to use the Proprietary Information for the purpose of the con\ufb01dential information provision and not to apply it for any other purposes.\n3.6. The Investor shall be entitled to make copies, abstracts, memoranda, or other documents (including documents made by mechanical or electronic means) related to the con\ufb01dential information, which shall also be marked as \u00abCommercial Secret\u00bb and/or \u00abCon\ufb01dential\u00bb only to the extents that are necessary for the con\ufb01dential information achievement. The Investor shall provide the true recording of all copies and places where the duplicates copies of the con\ufb01dential information are kept, and access limitation to the speci\ufb01ed copies, abstracts, memoranda, and other documents to third-parties except for his or her authorized Agents, according to the section 3.1. of the Agreement.\n3.7. The Investor shall provide constant and secure information storage not allowing to obtain the data access by any persons except for Investor\u2019s authorized Agents.\n3.8. Should facts of con\ufb01dential information disclosure to the third parties be detected, the Investor shall immediately inform the Company about the facts and measures taken to reduce losses.\n4. Disclosure requirements\n4.1. Should the Investor be obliged to disclose the con\ufb01dential information as prescribed by law, the Investor agrees and undertakes to inform the Company in written form immediately with the speci\ufb01cation of the person requesting the con\ufb01dential information. The Investor agrees and undertakes to disclose the information within the limits de\ufb01ned by legislation.\n5. Restrictions of the rights\n5.1. All information disclosed to the Investor by the Company in any form shall be and remain the property of the Company. Documents and any copies of them, abstracts, memoranda, or other documentation shall be immediately returned to the Company or destroyed at the written request of the Company.\n5.2. The Company reserves the right to conduct the analysis of the con\ufb01dential information protection measures taken by the Investor. Should the denial to provide the information about measures taken for the con\ufb01dential information protection, received by the Investor, or detection of insuf\ufb01cient measures taken to protect the con\ufb01dential information, the company is authorized to deny entrusting the con\ufb01dential information or refuse to ful\ufb01ll the obligations of any agreements concluded between the parties unilaterally, according to which the Investor shall procure or procured accesses to the con\ufb01dential information.\n6. Liability of the parties\n6.1. The party who fails to encompass its obligations under the Agreement is obliged to recoup the other party for damages caused by disclosure or misuse of the con\ufb01dential information. The damages shall be recouped according to Singapore legislation.\n7. Duration of the agreement\n7.1. The Agreement shall enter into force as soon as it has been accepted by the Investor and also shall be effective during 5 (\ufb01ve) years from the termination of the effective period of the Offer, so that the Investor shall ful\ufb01ll its obligations of con\ufb01dentiality for 5 (\ufb01ve) years following the expiration of the Agreement or Offer.\n8. Information transmission\n8.1. No party is allowed to assign fully or partially or otherwise transfer its rights and liabilities under the Agreement without receiving the prior written consent of the other party thereto.\n9. Other terms and conditions\n9.1. Disputes relating to the agreement between the parties should be subject to Singapore International Arbitration Centre\u2019s review (SIAC).\n9.2. The Agreement is published under the unique domain name olportal.ai at the company site on the Internet.\n9.3. The Agreement is drawn up and published in the English language. In case of the necessity of translation into another language, the Investor agrees and undertakes to carry out the translation into a required language by using his or her own resources and at his or her own expense. Should there be any discrepancies between the English version of the text of the Agreement and any other version of the text translated into the required language, the text of the Agreement written originally in English shall govern.\n9.4. The Agreement constituents the integral part of the Offer. All provisions of the current version of the Offer apply to the relations of the parties of the Agreement.The Agreement constituents the integral part of the Offer. All provisions of the current version of the Offer apply to the relations of the parties of the Agreement.\nCOMPANY DETAILS\nThe name: OLCF CORPORATION PTE. LTD.\n[Registration No. 201807362H] (Incorporated in the Republic of Singapore)\nAddress: 140 PAYA LEBAR ROAD #10-09 AZ@PAYA LEBAR SINGAPORE 409015\nDirector: Artem Evdokimov\nWebsite of OLPORTAL - https://olportal.ai\nContact us: support@olportal.ai\n", - "spans": [ - [ - 0, - 9 - ], - [ - 10, - 53 - ], - [ - 54, - 108 - ], - [ - 109, - 133 - ], - [ - 134, - 216 - ], - [ - 216, - 503 - ], - [ - 504, - 540 - ], - [ - 541, - 610 - ], - [ - 611, - 680 - ], - [ - 681, - 797 - ], - [ - 798, - 1885 - ], - [ - 1886, - 2384 - ], - [ - 2385, - 2564 - ], - [ - 2565, - 2691 - ], - [ - 2692, - 2719 - ], - [ - 2720, - 2869 - ], - [ - 2870, - 3299 - ], - [ - 3300, - 3330 - ], - [ - 3331, - 3719 - ], - [ - 3719, - 3840 - ], - [ - 3841, - 4213 - ], - [ - 4214, - 4519 - ], - [ - 4520, - 4779 - ], - [ - 4780, - 5021 - ], - [ - 5022, - 5371 - ], - [ - 5371, - 5704 - ], - [ - 5705, - 5871 - ], - [ - 5872, - 6064 - ], - [ - 6065, - 6091 - ], - [ - 6092, - 6351 - ], - [ - 6351, - 6454 - ], - [ - 6455, - 6484 - ], - [ - 6485, - 6608 - ], - [ - 6608, - 6783 - ], - [ - 6784, - 6918 - ], - [ - 6918, - 7406 - ], - [ - 7407, - 7434 - ], - [ - 7435, - 7621 - ], - [ - 7621, - 7686 - ], - [ - 7687, - 7715 - ], - [ - 7716, - 8051 - ], - [ - 8052, - 8079 - ], - [ - 8080, - 8274 - ], - [ - 8275, - 8304 - ], - [ - 8305, - 8445 - ], - [ - 8446, - 8516 - ], - [ - 8516, - 8555 - ], - [ - 8556, - 8626 - ], - [ - 8626, - 8843 - ], - [ - 8843, - 9076 - ], - [ - 9077, - 9141 - ], - [ - 9141, - 9247 - ], - [ - 9247, - 9306 - ], - [ - 9306, - 9412 - ], - [ - 9413, - 9428 - ], - [ - 9429, - 9461 - ], - [ - 9461, - 9465 - ], - [ - 9466, - 9539 - ], - [ - 9540, - 9606 - ], - [ - 9607, - 9632 - ], - [ - 9633, - 9674 - ], - [ - 9675, - 9706 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9, - 18 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://olportal.ai/static/media/NDA_eng.pdf" - }, - { - "id": 232, - "file_name": "NDA_for_Raffles_Translation_Website.pdf", - "text": "No.\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made between:\nName of Company: Raffles Translation Services\n71 Jurong West Central 3, #07-17, The\nAddress:\nCentris, Singapore 648335 Tel: Tel: 6570 6028\n(\u201cCompany\u201d) (\u201cVendor\u201d)\n(hereinafter individually known as \u201cParty\u201d and collectively known as \u201cParties\u201d)\nThis Agreement shall be effective from [DATE]. Company and Vendor agree as follows:\n1. Definitions\n(a) \u201cActivity\u201d means the work undertaken and/or to be undertaken by the Vendor pursuant to the Vendor\u2019s engagement by the Company.\n(b) \u201cAffiliate\u201d of a Party means any corporation or other entity that a Party directly or indirectly controls, or is controlled by or is under common control with. In this context, a Party \u201ccontrols\u201d a corporation or other entity if it owns fifty percent (50%) or more of the voting rights for the board of directors or other mechanism of control for the corporation or other entity.\n(c) \u201cConfidential Information\u201d refers to all non-public information concerning itself, its affiliates and subsidiaries, which may include, but is not limited to (i) all discussions between the Company and Vendor pursuant to and relating to the Activity, (ii) any business, marketing, human resource, financial, technical, scientific or other information in tangible or intangible form, disclosed by one Party (including its Affiliates) (hereinafter known as the \u201cDisclosing Party\u201d) to the other Party (including its Affiliates) (hereinafter known as the \u201cReceiving Party\u201d) which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties (or its Affiliates) exercising reasonable business judgment, to be confidential, specifically including the Parties\u2019 business, finances, operations, including projections and analysis, business plans, service delivery concepts, technical know-how, patent applications, staff strength, staff records, payroll, customer lists, supplier lists, methods of operations, price lists, software code, development strategies, distribution arrangements, financial data, marketing plans, and business practices or policies.\n2. Disclosure, Use Restrictions and Proprietary Rights\n(a) Disclosure and Use. Unless otherwise agreed by the Disclosing Party in writing, any Confidential Information received by the Receiving Party shall be retained in confidence, disclosed only to its officers, directors, employees, advisors and agents, and to its Affiliates (collectively, \u201cRepresentatives\u201d) solely on a need to know basis, and used only in connection with the Activity and not for any other purpose; provided, that such Representatives shall have agreed to be bound by obligations of confidentiality consistent with those contained in this Agreement; provided, further, that Receiving Party agrees to be responsible for any breach of this Agreement by any of its Representatives.\n(b) Unless otherwise agreed in writing, the Receiving Party agrees that such Confidential Information shall not be disclosed or otherwise utilized in any manner to advise or form the basis for providing advice to other existing and/or potential customers of the Receiving Party and/or its Representatives.\n(c) The Receiving Party shall exercise reasonable care to separate all Confidential Information and all information generated by the Receiving Party based thereon from all documents and other records of the Receiving Party, and shall otherwise exercise reasonable care to prevent the unauthorized use or disclosure of the Disclosing Party\u2019s Confidential Information.. Save as the Receiving Party determines is strictly necessary for the purpose of the Activity, Confidential Information received under this Agreement shall not be copied without the prior written consent of the Disclosing Party.\n(d) The obligations of confidence set forth in this Agreement shall extend to any Affiliates and Representatives of the Receiving Party that have received Confidential Information.\n(e) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, its employees, Affiliates or Representatives and will cooperate with the Disclosing Party in every reasonable way to assist the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(f) Exemptions. The Receiving Party shall not be bound by the obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information, or any part thereof, which: (i) was lawfully in the public domain prior to its disclosure, or becomes publicly available other than through a breach of this Agreement; (ii) was disclosed to the Receiving Party by a third party, provided such third party is not in breach of any confidentiality obligation in respect of such information; (iii) is independently developed by the Receiving Party, where the burden is on the Receiving Party to prove independent development; or (iv) is disclosed when such disclosure is compelled pursuant to legal, judicial or administrative proceedings, or otherwise required by law, subject to the Receiving Party giving all reasonable prior notice and reasonable assistance to Disclosing Party to allow Disclosing Party to seek protective or other court orders. The foregoing exemptions shall extend to any approved Affiliates that receive or have received Confidential Information.\n(g) Proprietary Rights. The Receiving Party (including its Affiliates and Representatives) do not acquire any rights, express or implied, in the Confidential Information of Disclosing Party (including its Affiliates), except for the limited use specified in this Agreement. The Confidential Information of Disclosing Party (and its Affiliates), including all right, title and interest therein, remain the sole and exclusive property of Disclosing Party (and its Affiliates).\n(h) No Disclosing Party nor its Affiliates shall be deemed to have made any representation or warranty as to the accuracy or completeness of any of the Confidential Information.\n3. Remedies\n(a) Remedies. The Receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable harm to Disclosing Party, entitling Disclosing Party to seek injunctive relief in addition to all other legal remedies.\n4. Term of Obligation\n(a) Term. The Parties specifically agree that the confidentiality obligations set forth in this Agreement shall remain in effect for a period of five (5) years from the date of this Agreement, despite any termination of this Agreement.\n(b) Return of Confidential Information. At any time requested in writing by Disclosing Party, the Receiving Party shall return or destroy all documents, samples or other tangible materials embodying Confidential Information, shall retain no copies thereof, and shall certify in writing that such destruction or return has been accomplished.\n5. Indemnity\n(a) The Receiving Party shall indemnify and defend the Disclosing Party, its employees, directors, officers, agents, representatives and Affiliates, from and against any losses, damages, liabilities, costs or expenses (including without limitation expense of consultants and legal advisors and counsel) claims, suits, actions, proceedings, demands, penalties, fines, judgments, awards or damages arising out of the Receiving Party\u2019s or its Representatives\u2019 failure to perform or comply with, or breach of, any one or more of the terms of this Agreement.\n6. General\n (a) Waiver. The failure of either Party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of the said Party to enforce any subsequent breach of such term.\n(b) Assignment. This Agreement shall be binding on and inure to the benefit of each Party\u2019s respective successors and permitted assigns; however, the Parties may not assign or otherwise transfer this Agreement or any of its rights or obligations without the prior written consent of the other Party, such consent not to be unreasonably withheld.\n(c) Construction. While the Parties hereto believe that the terms hereof are fair, reasonable and enforceable in all respects, it is agreed that in the event that any provision of this Agreement is found to be invalid, void or unenforceable, unless such provision materially affects the intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall not affect the validity of this Agreement nor the remaining provisions herein.\n(d) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore and shall be subject to the non-exclusive jurisdiction of the courts of Singapore.\n(e) Entire Agreement. This Agreement does not create any partnership or agency relationship. This Agreement constitutes the entire agreement between the Parties on the subject matter hereof and supersede all prior agreements, communications and understandings of any nature whatsoever, oral or written. This Agreement may not be modified or waived orally and may be modified only in a writing signed by a duly authorized representative of both Parties.\n(f) Representation Agreement. The Parties agree that no contract or agreement providing for Vendor\u2019s engagement shall be deemed to exist between Vendor and Company unless and until Vendor and Company execute and deliver a final definitive agreement relating thereto.\nIN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.\nCOMPANY VENDOR\nSigned: Signed\nPrint: Print:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 3 - ], - [ - 4, - 28 - ], - [ - 29, - 89 - ], - [ - 90, - 135 - ], - [ - 136, - 173 - ], - [ - 174, - 182 - ], - [ - 183, - 228 - ], - [ - 229, - 251 - ], - [ - 252, - 331 - ], - [ - 332, - 379 - ], - [ - 379, - 415 - ], - [ - 416, - 430 - ], - [ - 431, - 561 - ], - [ - 562, - 726 - ], - [ - 726, - 945 - ], - [ - 946, - 1107 - ], - [ - 1107, - 1200 - ], - [ - 1200, - 2199 - ], - [ - 2200, - 2254 - ], - [ - 2255, - 2952 - ], - [ - 2953, - 3258 - ], - [ - 3259, - 3627 - ], - [ - 3627, - 3854 - ], - [ - 3855, - 4035 - ], - [ - 4036, - 4502 - ], - [ - 4503, - 4519 - ], - [ - 4519, - 4706 - ], - [ - 4706, - 4846 - ], - [ - 4846, - 5015 - ], - [ - 5015, - 5152 - ], - [ - 5152, - 5473 - ], - [ - 5473, - 5593 - ], - [ - 5594, - 5618 - ], - [ - 5618, - 5868 - ], - [ - 5868, - 6068 - ], - [ - 6069, - 6246 - ], - [ - 6247, - 6258 - ], - [ - 6259, - 6273 - ], - [ - 6273, - 6503 - ], - [ - 6504, - 6525 - ], - [ - 6526, - 6536 - ], - [ - 6536, - 6761 - ], - [ - 6762, - 6802 - ], - [ - 6802, - 7102 - ], - [ - 7103, - 7115 - ], - [ - 7116, - 7669 - ], - [ - 7670, - 7680 - ], - [ - 7681, - 7682 - ], - [ - 7682, - 7694 - ], - [ - 7694, - 7892 - ], - [ - 7893, - 7909 - ], - [ - 7909, - 8238 - ], - [ - 8239, - 8257 - ], - [ - 8257, - 8697 - ], - [ - 8698, - 8717 - ], - [ - 8717, - 8892 - ], - [ - 8893, - 8915 - ], - [ - 8915, - 8986 - ], - [ - 8986, - 9196 - ], - [ - 9196, - 9345 - ], - [ - 9346, - 9376 - ], - [ - 9376, - 9612 - ], - [ - 9613, - 9697 - ], - [ - 9698, - 9712 - ], - [ - 9713, - 9727 - ], - [ - 9728, - 9741 - ], - [ - 9742, - 9755 - ], - [ - 9756, - 9767 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33, - 34 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15, - 17 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 15, - 16, - 17 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 26, - 29 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 43 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 22 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 26, - 30 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 26, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://rafflestranslation.com.sg/wp-content/uploads/2018/06/NDA_for_Raffles_Translation_Website.pdf" - }, - { - "id": 233, - "file_name": "NDA_template.pdf", - "text": "CONTRACTOR UNILATERAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nFOR GOOD CONSIDERATION, and in consideration of the contemplated contractualrelationship with 3sixty Ltd. (the \u201cCompany\u201d),(the\u201cContractor\u201d), ______________ (Address;___________) of hereby agrees to the terms of this agreement (the \u201cAgreement\u201d):\n1) CONFIDENTIAL INFORMATION\na) Company Information. The Contractor agrees at all times during the term of its contract with the Company (the \u201cTerm\u201d) and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, or corporation without written authorization of the Company, any Confidential Information of the Company. \u201cConfidential Information\u201d means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Contractor by the Company either directly or indirectly.\nb) Exceptions. The foregoing obligations and restrictions do not apply to that partof the Confidential Information that the Contractor can demonstrate:\ni) was available or became generally available to the public other than as a result of a disclosure by the Contractor; or\nii) was available, or became available, to the Contractor on a non-confidential basis prior to its disclosure to the Contractor by the Company or a Company representative, but only if such information was not made available through a breach of confidentiality owed to the Company; or\niii) was requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure which is prohibited or otherwise constrained by this Agreement, provided, however, that the Contractor shall: (A) provide the Company with prompt notice of any such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy: and (B) provide reasonable assistance to the Company in obtaining any such\nprotective order. If such protective order or other remedy is not obtained or the Company grants a waiver hereunder, the Contractor may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Contractor is legally compelled or am otherwise required to disclose; provided, however, that the Contractor shall use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed.\nc) Applicability to Employees and Subcontractors. The Contractor shall not disclose any Confidential Information to any of its associates, members, employees, or subcontractors, except those employees or subcontractors who are required to have the Confidential Information in order to perform their duties in connection with the evaluation and continuation of a business relationship between the Contractor and the Company.The Contractor shall inform each such individual of theproprietary nature of the Confidential Information and of the terms and obligations of this Agreement. Each permitted employee, subcontractor, member, or associate to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Company.\nd) Former Employer or Associate Information. The Contractor will not, during the Term, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or associate, and not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer or associate unless consented to in writing by such employer or associate.\ne) Third Party Information. The Contractor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company\u2019s part to maintain the confidentiality of such information and to use it only for certain limited purposes, and hereby agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out its work for theCompany consistent with the Company\u2019s agreement with such third party.\n2) RETURN OF PROPERTY\nAt the end of the Term, the Contractor will return to the Company, retaining nocopies or notes, all documents relating to the Company\u2019s business including, but not limited to,reports, abstracts, lists, correspondence, information, computer files, computer disks, and allother materials and all copies of such material, obtained by the Contractor during itscontractual relationship with the company.\n3) NO COMPANY LIABILITY\nAll Confidential Information is provided \u201cAS IS\u201d and the Company makes no warrantyregarding the accuracy or reliability of such information. Neither the Company nor any of itsadvisors or representatives shall have any liability to the Contractor or any of itsrepresentatives resulting from the Contractor\u2019s use of the Confidential Information.\n4) CONTRACTORS.\nThe parties are independent of each other. Nothing in this Agreement shall be construed to createan employment or joint relationship between the parties.\n5) LEGAL AND EQUITABLE REMEDIES\nThe Contractor recognizes that the Company may be irreparably damaged by anybreach of this Agreement and that the Company shall be entitled to seek an injunction, specificperformance, or other equitable remedy to prevent such competition or disclosure, and mayentitle the Company to other legal remedies, including attorneys\u2019 fees and costs.\n6) SUCCESSORS AND ASSIGNS\nName: _______________ Name: _______________\nTitle: ________________ Title: ________________\nSignature: _________________ Signature: _________________\n", - "spans": [ - [ - 0, - 66 - ], - [ - 67, - 208 - ], - [ - 208, - 311 - ], - [ - 312, - 339 - ], - [ - 340, - 364 - ], - [ - 364, - 707 - ], - [ - 707, - 1181 - ], - [ - 1182, - 1197 - ], - [ - 1197, - 1333 - ], - [ - 1334, - 1455 - ], - [ - 1456, - 1739 - ], - [ - 1740, - 2095 - ], - [ - 2095, - 2255 - ], - [ - 2255, - 2325 - ], - [ - 2326, - 2344 - ], - [ - 2344, - 2875 - ], - [ - 2876, - 2926 - ], - [ - 2926, - 3299 - ], - [ - 3299, - 3457 - ], - [ - 3457, - 3673 - ], - [ - 3674, - 3719 - ], - [ - 3719, - 4088 - ], - [ - 4089, - 4117 - ], - [ - 4117, - 4707 - ], - [ - 4708, - 4729 - ], - [ - 4730, - 5128 - ], - [ - 5129, - 5152 - ], - [ - 5153, - 5294 - ], - [ - 5294, - 5496 - ], - [ - 5497, - 5512 - ], - [ - 5513, - 5556 - ], - [ - 5556, - 5666 - ], - [ - 5667, - 5698 - ], - [ - 5699, - 6040 - ], - [ - 6041, - 6066 - ], - [ - 6067, - 6073 - ], - [ - 6073, - 6089 - ], - [ - 6089, - 6095 - ], - [ - 6095, - 6110 - ], - [ - 6111, - 6118 - ], - [ - 6118, - 6135 - ], - [ - 6135, - 6142 - ], - [ - 6142, - 6158 - ], - [ - 6159, - 6170 - ], - [ - 6170, - 6188 - ], - [ - 6188, - 6199 - ], - [ - 6199, - 6216 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 8, - 11, - 12 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://youwillneverworkagain.com/resources/pdfs/NDA_template.pdf" - }, - { - "id": 234, - "file_name": "NDCA.pdf", - "text": "Non-Disclosure and Confidentiality Agreement\nOur Agreement with the Seller requires that we obtain a non-disclosure and confidentiality agreement and evidence of financial ability before disclosing the name and location of his business. This information will be kept confidential. In compliance with the above, please read and complete the following Non-Disclosure and Confidentiality Agreement.\nI, the undersigned potential investor, in consideration for the Principals, Associates, Agents or Employees of the Franchisee, providing me with information on businesses offered for sale, understand and agree: That information provided on businesses by the Blockbuster Franchisee is sensitive and confidential and that its disclosure to others would be damaging to the businesses and to the Broker\u2019s fiduciary relationship with the Seller.\nThat I will not disclose any Information regarding these businesses to any other person who has not also signed and dated this agreement, except to secure their advice and counsel, in which case I agree to obtain their consent to maintain such confidentiality. \u201cInformation\u201d shall include the fact that the business is for sale plus other data. The term Information does not include any information, which is, or becomes, generally available to the public or is already in your possession. All Information provided to review the business will be returned to the Franchisee without retaining companies, summaries, analyses or extracts there of in the event the review is terminated. That I will not contact the Seller, his employees, supplies or customers except through Tameracq Partners, Inc. That all Information is provided by the Seller and is not verified in any way by Tameracq Partners, Inc. Tameracq Partners, Inc is relying on Seller for the accuracy and completeness of said Information, has no knowledge of the accuracy of said Information and makes no warranty, expressed or implied, as to such Information.\nTameracq Partners, Inc does not give tax, accounting or legal advice. That, prior to finalizing an agreement to purchase a business, it is my responsibility to make an independent verification of all information. I agree that Tameracq Partners, Inc is not responsible for the accuracy of any Information I received and I agree to indemnify and hold Tameracq Partners, Inc harmless from any claims or damages resulting from its use. I will look only to Seller and to my own investigation for all information regarding any business offered by the Franchisee.\nThat, should I enter into an agreement to purchase a business the Franchisee offers for sale, I grant to the Seller the right to obtain, through standard reporting agencies, financial and credit information concerning myself or the companies or other parties I represent and understand that this information will be held confidential by Seller and Tameracq Partners, Inc and will only be used for the purpose of Seller extending credit to me.\nThat all correspondence, inquiries, offers to purchase and negotiations relating to the purchase or lease or any business presented to me, or companies I represent, by the Blockbuster Franchisee, will be conducted exclusively through Tameracq Partners, Inc.\nAgreed to and accepted:\nName (signature)______________________________Date _______________________\nName (please print) _____________________________ Tel. No.___________________\nAddress_________________________________________________________________\nCity___________________________ State______________ Zip___________________\nFor the (name of company)__________________________________________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 237 - ], - [ - 237, - 281 - ], - [ - 281, - 395 - ], - [ - 396, - 836 - ], - [ - 837, - 1098 - ], - [ - 1098, - 1182 - ], - [ - 1182, - 1327 - ], - [ - 1327, - 1519 - ], - [ - 1519, - 1631 - ], - [ - 1631, - 1956 - ], - [ - 1957, - 1976 - ], - [ - 1976, - 2027 - ], - [ - 2027, - 2170 - ], - [ - 2170, - 2389 - ], - [ - 2389, - 2513 - ], - [ - 2514, - 2956 - ], - [ - 2957, - 3214 - ], - [ - 3215, - 3238 - ], - [ - 3239, - 3290 - ], - [ - 3290, - 3313 - ], - [ - 3314, - 3334 - ], - [ - 3334, - 3364 - ], - [ - 3364, - 3369 - ], - [ - 3369, - 3391 - ], - [ - 3392, - 3464 - ], - [ - 3465, - 3497 - ], - [ - 3497, - 3517 - ], - [ - 3517, - 3539 - ], - [ - 3540, - 3615 - ] - ], - "annotation_sets": [ - 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}, - "nda-4": { - "choice": "Entailment", - "spans": [ - 5 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.tameracq.com/bb/NDCA.pdf" - }, - { - "id": 235, - "file_name": "NDD.pdf", - "text": "[By clicking \"I Accept\" at the bottom of this Declaration, the Applicant acknowledges, understands, agrees with and signs the below Non-Disclosure Declaration on the registration of Registered Reporting Mechanism (the \u2018\u2019RRM\u2019\u2019).]\nNON DISCLOSURE DECLARATION\non the registration of Registered Reporting Mechanism (the \u2018\u2019RRM\u2019\u2019) in line with the Commission Implementing Regulation (EU) No 1348/2014 (\u2018\u2019Declaration\u2019\u2019)\nGiven that the undersigned applicant [Organisation Name], represented for the purpose of signature of this Declaration by [Name Surname] (the \"Applicant\"), has the intention to register as the RRM, the Agency for the Cooperation of Energy Regulators (the \u2018Agency\u2019), for that purpose, will make certain confidential information, as defined below, available to the Applicant.\nAs a condition to, and in consideration of, the Agency's furnishing of confidential information to the Applicant, the Applicant agrees to the undertakings contained in this Declaration.\nThe Applicant agrees that all information disclosed by the Agency to the Applicant by means of a document \u2018\u2019Technical Specifications for RRMs\u2019\u2019, including its future amendments, and other documents relating to the RRM registration and data submission shall be considered as confidential (altogether the \u2018Confidential Information\u2019).\nThe Confidential Information relates to (without limitation) the Agency\u2019s technical data, actual and anticipated developments or products, know-how, software, hardware, processes, architectures, concepts, ideas, designs, drawings, personnel, financial information, computer programs, studies, work in progress, visual demonstrations, and other data, whether written, graphic, or electronic form.\nThe Applicant agrees moreover:\n\u2022 to use the Confidential Information solely for the purpose of the RRM registration ;\n\u2022 to use all possible means to maintain this Confidential Information in strict confidence and at least those measures that it employs for the protection of its own confidential information, but in any event not less than a reasonable degree of care;\n\u2022 to disclose this information only to the Applicant's employees or particular employees of subcontractors who are required to have the information for the purpose of the Applicant\u2019s registration as RRM, and have previously signed an agreement in content similar to the provisions thereof;\n\u2022 to oblige all employees receiving access to the Confidential Information not to disclose it to anyone and not to make any copies of it;\n\u2022 to immediately notify in writing the Agency in the event of any unauthorised use or disclosure of the Confidential Information.\nThe Applicant shall not use for its own purposes, reverse engineer, disassemble, decompile or copy any software or other objects which embody the Confidential Information, nor transmit, directly or indirectly, any Confidential Information.\nAll Confidential Information remain the property of the Agency and no license or other rights in the Confidential Information are granted hereby, except as expressly provided above.\nThe Applicant's obligations hereunder shall survive until all information in the Confidential Information hereunder becomes publicly known.\nThe Applicant hereby acknowledges that unauthorised disclosure or use of the Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Applicant agrees that the Agency shall have the right to seek and obtain immediate injunctive relief or an equivalent measure before the competent court, in addition to any other rights and remedies it may have.\nThe Declaration shall be governed by Union law, complemented, where necessary, by the law of Slovenia. Any dispute between the Agency and the Applicant in relation to the interpretation, application or validity of this Declaration which cannot be settled amicably shall be brought before the courts of Ljubljana.\nThis Declaration shall bind and inure to the benefit of the Agency and Applicant and their successors and assigns.\n[\"I Accept\"]\n", - "spans": [ - [ - 0, - 228 - ], - [ - 229, - 255 - ], - [ - 256, - 411 - ], - [ - 412, - 785 - ], - [ - 786, - 971 - ], - [ - 972, - 1303 - ], - [ - 1304, - 1699 - ], - [ - 1700, - 1730 - ], - [ - 1731, - 1817 - ], - [ - 1818, - 2068 - ], - [ - 2069, - 2358 - ], - [ - 2359, - 2496 - ], - [ - 2497, - 2626 - ], - [ - 2627, - 2866 - ], - [ - 2867, - 3048 - ], - [ - 3049, - 3188 - ], - [ - 3189, - 3381 - ], - [ - 3381, - 3609 - ], - [ - 3610, - 3713 - ], - [ - 3713, - 3922 - ], - [ - 3923, - 4037 - ], - [ - 4038, - 4050 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 7, - 11, - 13 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://documents.acer-remit.eu/wp-content/uploads/NDD.pdf" - }, - { - "id": 236, - "file_name": "nda-employee-template.pdf", - "text": "Non-Disclosure Agreement\nThis Agreement is made as of the ___day of _______, 20_____ (\u201cEffective Date\u201d) by and between ________________________________, having offices at ____________________ and Carnegie Mellon University, having offices at 5000 Forbes Avenue, Pittsburgh, PA 15213 (\u201cCarnegie Mellon\u201d).\nWHEREAS, for the purpose of furthering a potential research relationship between them, ________________________ and Carnegie Mellon (collectively referred to as the \u201cParties,\u201d and each individually referred to as a \u201cParty\u201d) have determined to establish terms governing the use and protection of certain Confidential Information (as defined below) that one Party (\u201cDisclosing Party\u201d) may disclose to the other Party (\u201cRecipient\u201d), which information in the case of ____________________________ relates generally to ______________________________ and in the case of Carnegie Mellon relates generally to ___________________________.\nNOW THEREFORE, intending to be legally bound, the Parties agree as follows:\n1. Confidential Information.\na) \u201cConfidential Information\u201d means all information both tangible and intangible of a Disclosing Party which relates, respectively, to the above identified subject matter, including, but not limited to, trade secrets, business and technical information and data, disclosed orally, visually, in writing, electronic media or by any other means, and that is marked in accordance with this Section 1.\nb) With respect to any tangible information that a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall mark such information as \u201cConfidential\u201d prior to disclosing it to the Recipient.\nc) With respect to any oral or visual communication or other intangible information which a Disclosing Party would like to be treated as Confidential Information under this Agreement, the Disclosing Party shall notify Recipient of such fact at the time of disclosure and within fifteen (15) days thereafter, Disclosing Party shall send Recipient a written memorandum outlining the information deemed to be Confidential Information. Such memorandum shall be marked \u201cConfidential.\u201d\n2. Non-Disclosure. A Recipient of Confidential Information under this Agreement shall use the Confidential Information only for the purpose of evaluating a research relationship between the Parties and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidentiality or proprietary information of like importance. If necessary to effectuate the furthering of a potential research relationship, Recipient may disclose Confidential Information received under this Agreement to employees and/or consultants with a need to know, provided that any consultants are bound to protect such Confidential Information from unauthorized use and disclosure under the terms of a written agreement. Confidential Information shall not otherwise be disclosed to any third party without the prior written consent of the Disclosing Party. Neither Party shall use the Confidential Information of the other, in whole or in part, except as permitted under this Agreement.\n3. Exclusions.\na) \u201cConfidential Information\u201d shall not include information that:\ni. was publicly known at the time of the Disclosing Party\u2019s communication thereof;\nii. becomes publicly known through no fault of Recipient subsequent to the time of Disclosing Party\u2019s communication thereof to Recipient;\niii. was in Recipient\u2019s possession free of any obligation of confidence at the time of Disclosing Party\u2019s communication thereof to Recipient;\niv. is developed by Recipient independently of this Agreement without use or reference to the Disclosing Party's Confidential Information;\nv. is rightfully obtained by Recipient from a third party, provided the Recipient has no reason to believe that such third party was under an obligation of confidentiality to the Disclosing Party.\nb) In the event Confidential Information of the other party is lawfully required to be disclosed by any governmental agency or otherwise required to be disclosed by law, it may be so disclosed without violation of this Agreement, but only to the extent required; provided however that before making such disclosure, Recipient shall give Disclosing Party reasonable prior written notice of such required disclosure so that Disclosing Party has an opportunity to interpose an objection and/or take action to ensure confidential handling of such information.\n4. Return of Information. All Confidential Information disclosed under this Agreement (including without limitation information in computer software or held in electronic storage media) shall be and remain in the property of Disclosing Party. All such information in tangible form shall be returned to Disclosing Party promptly upon written request by Disclosing Party or the termination or expiration of this Agreement, whichever occurs first, and shall not thereafter be retained in any form by Recipient. In lieu of return, such information may be destroyed by the Recipient provided any such destruction shall be certified in writing to the Disclosing Party by one of Recipient\u2019s duly authorized officers. No intellectual property rights, including but not limited to, licenses or rights under any patent, copyright, trademark or trade secret, are granted or are to be implied by this Agreement. Neither Party is obligated under this Agreement to purchase from or provide to the other Party any service or product or enter into any agreement.\n5. Duration of Confidentiality. The Recipient shall maintain in confidence and shall not disclose to any person not a party hereto, unless permitted to do so under Section 2, or use or exploit in any way, without the Disclosing Party\u2019s written agreement, any Confidential Information for a period of five (5) years from the date of disclosure of such information, unless such information ceases to be Confidential Information prior to the end of such five-year period through no fault of Recipient, or Recipient and Disclosing Party enter into a written agreement authorizing same.\n6. No Warranty. Disclosing Party makes no representation or warranty to Recipient as to the accuracy or completeness of any Confidential Information provided by it and shall not have any liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement. Disclosing Party shall not have any liability to Recipient relating to or resulting from the use of Confidential Information by Recipient or any decisions made by Recipient relating to or resulting from the use of any Confidential Information.\n7. No Relationship. This Agreement is intended to provide only for the handling and protection of Confidential Information. It shall not be construed as a teaming, joint venture, partnership or other similar arrangement.\n8. Injunctive Relief. The Parties acknowledge that the Confidential Information is a unique and valuable asset of Disclosing Party, and that disclosure in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an Non-disclosure Agreement \u2013 v. 1.0 adequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality and/or of this agreement, the Disclosing Party shall be entitled to seek an injunction prohibiting any such breach or to specific performance or other equitable relief as a remedy available to Disclosing Party. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.\n9. No Assignment. Neither Party shall assign any of its rights or obligations hereunder, without the prior written consent of the other Party. Any attempted assignment in violation of this section will be void and of no effect.\n10. Entire Agreement. This Agreement (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior agreements, understanding or discussions with respect to the subject matter hereof; and (b) may not be amended or in any manner modified except by a non-electronic written instrument signed by authorized representatives of both Parties.\n11. Choice of Law and Venue. This Agreement and any actions under it shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. Any disputes arising under or relating to this Agreement shall be heard in the Court of Common Pleas of Allegheny County, Pennsylvania or the United States District Court for the Western District of Pennsylvania. Each party hereby consents to the jurisdiction of said courts and waives any objection which they may have at any time to the jurisdiction of such courts, the laying of venue in such courts or the convenience of the forum.\n12. Export Control. Each Party agrees that it will not directly or indirectly transmit, by way of trans-shipment, export, diversion or otherwise, any Confidential Information of the other Party except in accordance with any and all applicable United States export control laws and regulations. As an institution of higher learning, Carnegie Mellon generally performs fundamental research that is exempt from export control licensing under applicable export control laws. As a result, Carnegie Mellon typically does not wish to take receipt of export-controlled information, except as may be specifically agreed to by Carnegie Mellon and for which Carnegie Mellon has made specific arrangements. __________________ agrees that it will not provide or make accessible to Carnegie Mellon any export-controlled Confidential Information without first informing the Carnegie Mellon\u2019s Office of Sponsored Programs of the export-controlled nature of the Confidential Information and obtaining from Carnegie Mellon\u2019s Office of Sponsored Programs its written consent to accept such information as well as any specific instructions regarding the mechanism pursuant to which such information should be passed.\n13. Severability. If any provision of this Agreement is found unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein.\n14. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than Carnegie Mellon and _________ any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.\n15. Term of Agreement. The term of this Agreement will be one (1) year from the Effective Date, unless it is terminated earlier by either party providing the other party with at least thirty (30) days prior written notice, or unless it is extended as mutually agreed upon by the parties.\nIN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative as of the date first written above.\n____________________________________ CARNEGIE MELLON UNIVERSITY\nSignature:____________________________ Signature:__________________________\nName:_______________________________ Name:_____________________________\nTitle:________________________________ Title:______________________________\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 119 - ], - [ - 119, - 171 - ], - [ - 171, - 303 - ], - [ - 304, - 391 - ], - [ - 391, - 767 - ], - [ - 767, - 796 - ], - [ - 796, - 817 - ], - [ - 817, - 848 - ], - [ - 848, - 904 - ], - [ - 904, - 932 - ], - [ - 933, - 1008 - ], - [ - 1009, - 1037 - ], - [ - 1038, - 1434 - ], - [ - 1435, - 1685 - ], - [ - 1686, - 2118 - ], - [ - 2118, - 2164 - ], - [ - 2164, - 2165 - ], - [ - 2166, - 2185 - ], - [ - 2185, - 2556 - ], - [ - 2556, - 2925 - ], - [ - 2925, - 3061 - ], - [ - 3061, - 3190 - ], - [ - 3191, - 3205 - ], - [ - 3206, - 3271 - ], - [ - 3272, - 3354 - ], - [ - 3355, - 3492 - ], - [ - 3493, - 3634 - ], - [ - 3635, - 3773 - ], - [ - 3774, - 3970 - ], - [ - 3971, - 4526 - ], - [ - 4527, - 4553 - ], - [ - 4553, - 4770 - ], - [ - 4770, - 5035 - ], - [ - 5035, - 5237 - ], - [ - 5237, - 5427 - ], - [ - 5427, - 5573 - ], - [ - 5574, - 5606 - ], - [ - 5606, - 6155 - ], - [ - 6156, - 6172 - ], - [ - 6172, - 6459 - ], - [ - 6459, - 6702 - ], - [ - 6703, - 6723 - ], - [ - 6723, - 6827 - ], - [ - 6827, - 6923 - ], - [ - 6924, - 6946 - ], - [ - 6946, - 7257 - ], - [ - 7257, - 7567 - ], - [ - 7567, - 7680 - ], - [ - 7681, - 7699 - ], - [ - 7699, - 7824 - ], - [ - 7824, - 7908 - ], - [ - 7909, - 7931 - ], - [ - 7931, - 7946 - ], - [ - 7946, - 8141 - ], - [ - 8141, - 8289 - ], - [ - 8290, - 8319 - ], - [ - 8319, - 8507 - ], - [ - 8507, - 8720 - ], - [ - 8720, - 8942 - ], - [ - 8943, - 8963 - ], - [ - 8963, - 9237 - ], - [ - 9237, - 9414 - ], - [ - 9414, - 9638 - ], - [ - 9638, - 10139 - ], - [ - 10140, - 10158 - ], - [ - 10158, - 10471 - ], - [ - 10472, - 10506 - ], - [ - 10506, - 10742 - ], - [ - 10743, - 10766 - ], - [ - 10766, - 11030 - ], - [ - 11031, - 11192 - ], - [ - 11193, - 11230 - ], - [ - 11230, - 11256 - ], - [ - 11257, - 11296 - ], - [ - 11296, - 11332 - ], - [ - 11333, - 11370 - ], - [ - 11370, - 11404 - ], - [ - 11405, - 11444 - ], - [ - 11444, - 11480 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33, - 36 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 15, - 16, - 17 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 30 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20, - 23, - 39 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.cmu.edu/osp/contracts/contracts-forms/nda-employee-template.pdf" - }, - { - "id": 237, - "file_name": "nda-format-approved-by-legal-section.pdf", - "text": "NON DISCLOSURE AGREEMENT\n(On Rs.200/- non-judicial stamp paper)\nThis Agreement is made on day of 2018\nBETWEEN\n , a company incorporated under the Companies Act, 1956 and registered as a Securitisation company and asset reconstruction company pursuant to Section 3 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 having its registered office / Head Office at through duly authorized representative (hereinafter referred to as \"Offerer\" which expression unless repugnant to the context or meaning there of be deemed to mean and include its successors, Agents and assigns) on the ONEPART;\nAND\nCanara Bank, a Body Corporate constituted under the Banking Companies [Acquisition and Transfer of Undertakings] Act, 1970, having its Head Office at No.112, J.C. Road, Bangalore 560 002 represented by Deputy General Manager, Recovery Legal & Fraud Prevention Wing, Canara Bank, HO, 113, J.C. Road, Bangalore 560 002 (hereinafter referred to as \"CANARA BANK\", which expression shall unless repugnant to the context or meaning there of be deemed to mean and include its successors and assigns) on the OTHER PART;\nOfferer and Canara Bank are hereinafter collectively referred to as \u201cthe Parties\u201d and individually as the \u201cthe Party\u201d.\nWHEREAS\nCanara Bank proposes to sell a few of its Non-performing Assets (NPAs) and invited Expression of Interest from Asset Reconstruction Companies who are permitted by RBI to purchase the NPAs.\nThe Offerer is intends to purchase the NPAs from Canara Bank by submitting Expression of Interest (EOI).The Offerer is aware that it is a precondition to execute this Non-Disclosure Agreement (NDA) duly expressing their interest for purchase of such assets for getting the Preliminary Information Memorandum (PIM) and participating in the bid after making due diligence. In the course of the said transaction, it is anticipated that either party may have to disclose or deliver to other party certain of some of its trade secretes or confidential or proprietary or other information.\nNOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, the Offerer and Canara Bank agree as follows:\n1. \u201cConfidential Information\u201d means and includes all data, documents and information disclosed or to be disclosed by either Party to other Party and its Representatives (as defined herein) (including information transmitted in written, electronic, magnetic or other form and also information transmitted orally or visually) and any and all information which may be developed or created, in whole or in part, directly or indirectly, from such information including all notes, summaries, analyses, compilations and other writings.\n\uf0b7 \u201cReceiving Party\u201d means party who receives Confidential Information.\n\uf0b7 \u201cDisclosing Party\u201d means party who discloses Confidential Information.\n2. Notwithstanding any other provisions of this Agreement, each party acknowledges that confidential information shall not include any information which:\n\uf0b7 Is or becomes known to public through no wrongful act; or\n\uf0b7 Is already known to receiving Party from the third party without breach of this agreement; or\n\uf0b7 Is rightfully received by Receiving Party without breach of this Agreement; or\n\uf0b7 Is independently developed by Receiving Party without breach of this Agreement; or\n\uf0b7 Is required to be disclosed b Receiving Party in compliance of orders of competent Court or, any appropriately empowered Government Agency or under any statute.\n\uf0b7 Is explicitely approved / permitted by disclosure by written authority of the disclosing party.\n3. Receiving Party acknowledges that Confidential Information is valuable, proprietary and confidential. Unless otherwise expressly authorized by Disclosing Party, Receiving Party agrees to retain the Confidential Information in confidence for a period as stipulated in Clause 7 herein, and shall not disclose the Confidential Information to any third party or any employee or agent (except its officers, employees, representatives, advisors or agents who have a need to know) and shall not use the Confidential Information for any purpose other than for the purposes agree to herein. No license expressed or implied in the Confidential Information is granted to either party other than to use the information in the minor and to the extent authorised by this Agreement.\n4. Receiving Party agrees, except to the extent pursuant to, or required by law, regulation, legal process or regulatory authority to disclose any Confidential Information (prior intimation be provided to Disclosing Party to enable it to take recourse of legal remedies viz, injunctions, stay etc.), Receiving Party shall not (i) use any portion of the Confidential Information for any purpose not contemplated by this Agreement; or (ii) disclose the Confidential Information or any part of it to any third party.\n5. Notwithstanding the disclosure of any Confidential Information by the Disclosing Party to Receiving Party, the Disclosing Party shall retain title and all intellectual property and proprietary rights in the Confidential Information. No license under any trade mark, patents or copy right, or application for same which are now or thereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trade mark, trade mark notice, copy right notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.\n6. All Confidential Information is provided \u201cas it is\u201d. In no event shall Disclosing Party be liable for the inaccuracy or incompleteness of the Confidential Information. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the fitness of such Confidential Information for any particular purpose or infringement of trademarks, patents, copyrights or any right of third parties.\n7. This Agreement shall be effective from the date hereof and shall terminate upon the completion of any transaction in relation to the underlying transaction or otherwise as determined by the parties; however, the obligations of Receiving Party respecting disclosure and confidentiality shall continue to be binding and applicable without limit in time except and, until such information enters the public domain save and except the clause (2) herein.\n8. Receiving Party agrees to return to Disclosing Party upon its written request, the Confidential Information, any copies of the Confidential Information (whether authorised or not) and any documents or items containing portions of the Confidential Information.\n9. Receiving Party shall defend, indemnify and hold harmless to the Disclosing Party, its affiliates, subsidiaries, successors, assigns, officers, directors, employees, at all times, from and against any and all claims, demands, damages, assertions of liability whether civil, criminal, tortuous or of an nature whatsoever, arising out of or pertaining to or resulting from any breach of representations and warranties made by Receiving Party and/or breach of any provisions of this Agreement, but not limited to any claim from third party pursuant to any act or omission of Receiving Party in the course of discharge of its obligations under this Agreement.\n10. Any dispute, controversy or claim arising out of or relating to this Agreement or any related agreement or other document or the validity, interpretation, breach or termination thereof (Dispute'), including claims seeking redress or asserting rights under applicable law, shall, be resolved amicably between the parties and in case the dispute could not be settled by mutual negotiation, then the same shall be referred to a sole arbitrator appointed by the Bank and the decision of the Arbitrator shall be final and binding on the parties.\n11. This Agreement shall be governed by and construed in accordance with the laws of India, and the competent courts in Bangalore shall have jurisdiction in relation thereto.\n12. Neither party shall make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Purpose, the Confidential Information or other matter of this Agreement, without the prior written approval of the other party.\n13. This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes any and all prior oral discussions and/or written Correspondence or agreements between the parties. This Agreement may be amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable.\n14. Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the party whose name appears below their signature.\n15. No person of the Bank or the Contractors and third parties shall violate the Social media Policy of the Bank.\n16. The following acts on the part of personnel of the Bank or Contractors and third parties shall be construed as violation of Social Media Policy :\na. Non-adherence to the standards / guidelines in relation to Social Media Policy issued by the Bank from time to time.\nb. Any omission or commission which exposes the Bank to actual or potential monetary loss or otherwise, reputation loss on account of non-adherence of Social Media related systems and procedures.\nIN WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives at the respective places mentioned thereto:-\nFor and on behalf of the Offerer For and on behalf of CANARA BANK\n(to be signed with seal) (to be signed with seal)\nDesignation and Office Address: Designation and Office Address:\nDate: Date:\nPlace of Execution: Place of Execution:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 63 - ], - [ - 64, - 101 - ], - [ - 102, - 109 - ], - [ - 110, - 111 - ], - [ - 111, - 645 - ], - [ - 646, - 649 - ], - [ - 650, - 1161 - ], - [ - 1162, - 1181 - ], - [ - 1181, - 1280 - ], - [ - 1281, - 1288 - ], - [ - 1289, - 1477 - ], - [ - 1478, - 1582 - ], - [ - 1582, - 1849 - ], - [ - 1849, - 2061 - ], - [ - 2062, - 2213 - ], - [ - 2214, - 2742 - ], - [ - 2743, - 2813 - ], - [ - 2814, - 2886 - ], - [ - 2887, - 3040 - ], - [ - 3041, - 3100 - ], - [ - 3101, - 3196 - ], - [ - 3197, - 3277 - ], - [ - 3278, - 3362 - ], - [ - 3363, - 3525 - ], - [ - 3526, - 3623 - ], - [ - 3624, - 3729 - ], - [ - 3729, - 4209 - ], - [ - 4209, - 4394 - ], - [ - 4395, - 4721 - ], - [ - 4721, - 4828 - ], - [ - 4828, - 4908 - ], - [ - 4909, - 5145 - ], - [ - 5145, - 5364 - ], - [ - 5364, - 5750 - ], - [ - 5750, - 5879 - ], - [ - 5880, - 5936 - ], - [ - 5936, - 6051 - ], - [ - 6051, - 6388 - ], - [ - 6389, - 6830 - ], - [ - 6830, - 6841 - ], - [ - 6842, - 7104 - ], - [ - 7105, - 7763 - ], - [ - 7764, - 8308 - ], - [ - 8309, - 8483 - ], - [ - 8484, - 8890 - ], - [ - 8891, - 9119 - ], - [ - 9119, - 9214 - ], - [ - 9214, - 9315 - ], - [ - 9316, - 9507 - ], - [ - 9508, - 9621 - ], - [ - 9622, - 9771 - ], - [ - 9772, - 9891 - ], - [ - 9892, - 10087 - ], - [ - 10088, - 10229 - ], - [ - 10230, - 10295 - ], - [ - 10296, - 10345 - ], - [ - 10346, - 10409 - ], - [ - 10410, - 10421 - ], - [ - 10422, - 10461 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28, - 32, - 33 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 39, - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 41 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 27, - 29, - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://canarabank.com/media/7720/nda-format-approved-by-legal-section.pdf" - }, - { - "id": 238, - "file_name": "nda2.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) made this day of , (the \u201cEffective Date\u201d) by and between a corporation, and a corporation, (collectively, the \u201cParties\u201d and each individually a \u201cParty\u201d).\nThe Parties are exploring the possibility of engaging in one or more mutually beneficial business relationships (collectively, the \u201cBusiness Relationship\u201d). The Parties recognize that in the course of their discussions to further the Business Relationship, it will be necessary for each Party to disclose to the other certain Confidential Information (as defined below). Each Party desires to set forth the terms that apply to such Confidential Information.\nNOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:\n1. The Parties shall (i) use reasonable efforts to maintain the confidentiality of the information and materials, whether oral, written or in any form whatsoever, of the other that may be reasonably understood, from legends, the nature of such information itself and/or the circumstances of such information\u2019s disclosure, to be confidential and/or proprietary thereto or to third parties to which either of them owes a duty of nondisclosure (collectively, \u201cConfidential Information\u201d); (ii) take reasonable action in connection therewith, including without limitation at least the action that each takes to protect the confidentiality of its comparable proprietary assets; (iii) to the extent within their respective possession and/or control, upon termination of this Agreement for any reason, immediately return to the provider thereof all Confidential Information not licensed or authorized to be used or enjoyed after termination or expiration hereof, and (iv) with respect to any person to which disclosure is contemplated, require such person to execute an agreement providing for the treatment of Confidential Information set forth in clauses (i) through (iii). The foregoing shall not require separate written agreements with employees and agents already subject to written agreements substantially conforming to the requirements of this Section nor with legal counsel, certified public accountants, or other professional advisers under a professional obligation to maintain the confidences of clients.\n2. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality of any information or materials shall terminate as to any information or materials which: (i) are, or become, public knowledge through no act or failure to act of such person; (ii) are publicly disclosed by the proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such person from a third party after reasonable inquiry regarding the authority of such third party to possess and divulge the same; (iv) are independently developed by such person from sources or through persons that such person can demonstrate had no access to Confidential Information; or (v) are lawfully known by such person at the time of disclosure other than by reason of discussions with or disclosures by the Parties.\n3. All Confidential Information delivered pursuant to this Agreement shall be and remain the property of the disclosing Party, and any documents containing or reflecting the Confidential Information, and all copies thereof, shall be promptly returned to the disclosing Party upon written request, or destroyed at the disclosing Party\u2019s option. Nothing herein shall be construed as granting or conferring any rights by license or otherwise, express or implied, regarding any idea made, conceived or acquired prior to or after the Effective Date, nor as granting any right with respect to the use or marketing of any product or service. The Parties shall use the Confidential Information only for the Business Relationship. The obligations of the Parties under this Agreement shall continue and survive the completion or abandonment of the Business Relationship and shall remain binding for a period of two (2) years from the Effective Date.\n4. As a violation by either Party of this Agreement could cause irreparable injury to the other Party and as there is no adequate remedy at law for such violation, the non-breaching Party may, in addition to any other remedies available to it at law or in equity, enjoin the breaching Party in a court of equity for violating or threatening to violate this Agreement. In the event either Party is required to enforce this Agreement through legal action, then it will be entitled to recover from the other Party all costs incurred thereby, including without limitation, reasonable attorney\u2019s fees.\n5. Neither Party makes any representation or warranty with respect to any Confidential Information disclosed by it, nor shall either Party or any of their respective representatives have any liability hereunder with respect to the accuracy or completeness of any Confidential Information or the use thereof.\n6. Any provision of this Agreement held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.\n7. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested, postage prepaid. All notices given under this Agreement shall be addressed to the addresses stated at the outset of this Agreement, or to new or additional addresses as the Parties may be advised in writing.\n8. This Agreement is to be governed by and construed in accordance with the laws of the state of . Neither Party shall be deemed to waive any of its rights, powers or remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is binding upon and inure to the benefit of the Parties and their successor and assigns.\n9. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof, and is intended as the Parties\u2019 final expression and complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written or oral. Neither Party is to be bound by any pre-printed terms appearing in the other Party\u2019s form documents, tariffs, purchase orders, quotations, acknowledgments, invoices, or other instruments. 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Furthermore, knowledge of in-house projects, business or marketing plans constitute confidential information. Any viewing of not publically released works or footage is subject to this non-disclosure agreement.\nWHEREAS, XCZONE.TV agrees to furnish _____________________ certain confidential information relating to ideas, inventions, services, techniques or products for the purposes of determining an interest in supplying, developing, manufacturing, selling or joint venturing;\nWHEREAS, _____________________ agrees to review, examine, inspect or obtain such confidential information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.\n1. _____________________ agrees to hold confidential or proprietary information or trade secrets (\"confidential information\") in trust and confidence and agrees that it shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party.\n2. 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All\u00a0information,\u00a0materials\u00a0and\u00a0assets\u00a0in\u00a0the\u00a0Motorola\u00a0Mobility\u00a0facility\u00a0I\u00a0am\u00a0visiting,\u00a0including without\u00a0limitation\u00a0any\u00a0products,\u00a0prototypes,\u00a0strategies,\u00a0business\u00a0plans\u00a0or\u00a0other information\u00a0I\u00a0observe,\u00a0am\u00a0told\u00a0about,\u00a0or\u00a0otherwise\u00a0come\u00a0in\u00a0contact\u00a0with,\u00a0belongs\u00a0to Motorola\u00a0(\u201cConfidential\u00a0Motorola\u00a0Information\u201d)\n2. I\u00a0will\u00a0NOT\u00a0disclose,\u00a0share,\u00a0publish\u00a0or\u00a0utilize\u00a0any\u00a0Confidential\u00a0Motorola\u00a0Information\u00a0without the\u00a0prior\u00a0authorization\u00a0from\u00a0Motorola\u00a0Mobility.\n3. I\u00a0will\u00a0keep\u00a0everything\u00a0I\u00a0see,\u00a0touch\u00a0or\u00a0hear\u00a0strictly\u00a0confidential.\u00a0\u00a0In\u00a0particular,\u00a0I\u00a0agree\u00a0NOT, to\u00a0blog\u00a0or\u00a0otherwise\u00a0post\u00a0any\u00a0Confidential\u00a0Motorola\u00a0Information\u00a0to\u00a0any\u00a0social\u00a0media websites.\n4. I\u00a0will\u00a0NOT\u00a0take\u00a0photographs\u00a0or\u00a0recordings.\n5. I\u00a0will\u00a0NOT\u00a0go\u00a0into\u00a0restricted\u00a0areas\u00a0without\u00a0prior\u00a0and\u00a0proper\u00a0authorization.\u00a0(this\u00a0includes labs\u00a0and\u00a0CXD\u00a0areas).\n6. I\u00a0will\u00a0NOT\u00a0take\u00a0any\u00a0Motorola\u00a0property\u00a0(except\u00a0authorized\u00a0gifts).\n7. I\u00a0will\u00a0NOT\u00a0bring\u00a0in\u00a0a\u00a0minor\u00a0without\u00a0prior\u00a0authorization.I\u00a0will\u00a0stay\u00a0with\u00a0my\u00a0Motorola\u00a0approved host\u00a0at\u00a0all\u00a0times.\n8. I\u00a0will\u00a0be\u00a0respectful\u00a0of\u00a0others\u00a0who\u00a0are\u00a0working.\n9. I\u00a0will\u00a0comply\u00a0with\u00a0directions\u00a0provided\u00a0by\u00a0security\u00a0officers.\n10. I\u00a0understand\u00a0my\u00a0Motorola\u00a0host\u00a0must\u00a0be\u00a0a\u00a0Motorola\u00a0employee\u00a0or\u00a0Motorola\u00a0Contractor\u00a0with Escort\u00a0Privileges,\u00a0and\u00a0that\u00a0my\u00a0Motorola\u00a0host\u00a0and\u00a0myself\u00a0are\u00a0accountable\u00a0for\u00a0my\u00a0actions.\n11. 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}, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://ifma-chicago.org/downloads/nda_form_motorola.pdf" - }, - { - "id": 241, - "file_name": "nda_gtl_inria.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nCONTRACT TERMS\nThis agreement, dated as of the latest date of signature below (the \u201cDate\u201d), is between Inria, and the person or entity/organization (User) identified in the signature line below.\n1.CONTACTS\nInria Contact User (Organization) Contact\nInstitut National de Recherche en Informatique et Organization:\nen Automatique (Inria) Adm Contact:\nFrench public organism whose registered office is Post address:\nat Domaine de Voluceau \u2013 Rocquencourt \u2013 BP Tel:\n105 \u2013 78153 Le Chesnay Cedex Email:\nRepresented by its Chief Executive Officer, M.\nAntoine PETIT\nTechnical contact:\nTechnical Contact: Post address:\nCarlos Canudas de Wit Tel:\nCNRS, Control System Dept, GIPSA-Lab Email:\nBP. 46, 38402, ST Martin d'H\u00e8res, France\ncarlos.canudas-de-wit@gipsa-lab.fr\n2.SCOPE. As hereafter detailed in this Agreement, Inria via the NECS team agrees to disclose to the Organization certain proprietary and confidential traffic-related data under terms and conditions specified below to only Research and Academic use purposes without fees or other compensation, and which should not be distributed to any third parties. The Grenoble Traffic Lab (GTL) Data and all related documentation and information provided by Inria will be used only for the limited purpose of evaluation hereunder, and will not be used for any other purpose, or in any manner adversarial to Inria.\n3.TERMS.\nA. Acknowledgements. Organization or individual should add below line in the acknowledgement section of their publications: The authors would like to kindly acknowledge to the CNRS/INRIA NeCS team by providing traffic data from the Grenoble Traffic Lab (GTL), see Ref. [GTL]\nB. References. Organization used GTL data in their paper to represent figures, charts, table or any other experiment should add following sentence in reference to figure:\n \u201cExperiment realized with traffic data provided by the NeCS team from the the Grenoble Traffic Lab (GTL), see Ref. [GTL]\u201d\nRef. [GTL]. Carlos Canudas-de-Wit, Fabio Morbidi, Luis Leon Ojeda, Alain Y. Kibangou, Iker Bellicot, Pascal Bellemain. \u201cGrenoble Traffic Lab: An experimental platform for advanced traffic monitoring and forecasting\u201d IEEE Control Systems, Institute of Electrical and Electronics Engineers, 2015, 35 (3), pp.23-39.\nC. Duration. This Agreement will commence on the Effective Date and continue for 365 days thereafter (the \u201cAgreement Term\u201d), at which point it shall expire unless otherwise extended by Inria, at its sole election. Inria may terminate this Agreement, or suspend the delivery of data hereunder, for cause at any time if Organization breaches this Agreement or without cause at any time for whatever reason.\n4.MISCELLANEOUS. This Agreement will be interpreted in accordance with the laws of the France. Should a dispute arise concerning the interpretation, validity or execution of this agreement, the Parties shall bring the dispute to French Courts, which shall exclusively be competent. This agreement will only be binding when signed by both Parties in the blanks immediately below. if this document is signed first by Inria, organization will have seven (7) business days from the date of Inria\u2019s signature below in which to return a signed pdf version of this document to Inria via email to the technical contact, or this document will be deemed invalid and of no binding effect.\n5.GTL DATA. The GTL Data is comprised of the GTL traffic data and information that may be provided hereunder to Organization by Inria from time to time through CSV or Database format in the NECS Team Developers Zone. The GTL Data remain the exclusive sole property of Inria. The present Agreement does not grant any transfer or assignment of commercial/exploitation/property rights on identified know-how, patents, software or any other intellectual property right held by Inria to the Organization.\nPromptly upon expiration or termination of this Agreement, user will cease using all GTL Data, and will return to Inria, or destroy, all originals and all copies of the GTL Data and other materials provided by Inria under this Agreement, and also certify such return or destruction in a reasonable and customary certificate provided by Inria. The obligation of confidentiality will remain until the GTL data are released to public or have fallen into public domain.\nORGANIZATION OR INDIVIDUAL: INRIA:\nName: _________________________ Name: __________________________\nTitle: _________________________ Title: ___________________________\nDate: ___________________________ Date: ___________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 39 - ], - [ - 40, - 219 - ], - [ - 220, - 230 - ], - [ - 231, - 272 - ], - [ - 273, - 336 - ], - [ - 337, - 372 - ], - [ - 373, - 436 - ], - [ - 437, - 484 - ], - [ - 485, - 520 - ], - [ - 521, - 567 - ], - [ - 568, - 581 - ], - [ - 582, - 600 - ], - [ - 601, - 633 - ], - [ - 634, - 660 - ], - [ - 661, - 704 - ], - [ - 705, - 745 - ], - [ - 746, - 780 - ], - [ - 781, - 790 - ], - [ - 790, - 1132 - ], - [ - 1132, - 1381 - ], - [ - 1382, - 1390 - ], - [ - 1391, - 1412 - ], - [ - 1412, - 1665 - ], - [ - 1666, - 1681 - ], - [ - 1681, - 1836 - ], - [ - 1837, - 1838 - ], - [ - 1838, - 1959 - 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}, - { - "id": 242, - "file_name": "nda_pine__en.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nWith the present non-disclosure agreement (hereafter referred to as AGREEMENT)\nfull name of PINE partner institution, with its registered address at\u2026.. \u2026.. \u2026.., VAT registration number\u2026.. \u2026.. \u2026.., represented for the purpose of this AGREEMENT by \u2026.. \u2026.. \u2026.., (hereafter referred to as ACRONYM OF THE PINE PROJECT PARTNER)\nand\nthe company \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.., with its registered address at\u2026.. \u2026.. \u2026.., VAT registration number\u2026.. \u2026.. \u2026.., represented for the purpose of this AGREEMENT by \u2026.. \u2026.. \u2026.., (hereafter referred to as COMPANY)\nhereafter jointly referred to as THE PARTIES\nPREMISES:\na) ACRONYM OF THE PINE PROJECT PARTNER and the COMPANY have had a preliminary contact in the framework of the PINE \u2013 Promoting Industrial Energy Efficiency Project (hereafter referred to as PROJECT) funded by EACI (Executive Agency for Competitiveness and Innovation of the European Commission) under Contract IEE/11/885/SI2.615936;\nb) The COMPANY has been selected through an ad-hoc call to benefit from a two-step energy auditing service (comprising a first scouting phase and, if applicable according to procedures in place, a second full audit phase) compliant to the operative programme of the PROJECT;\nc) The COMPANY commits to disclose to ACRONYM OF THE PINE PROJECT PARTNER and those appointed by the aforementioned, information and data as necessary to carry out the activities as envisaged by the PROJECT;\nd) In case the COMPANY decided not to make available to ACRONYM OF THE PINE PROJECT PARTNER and those appointed by the aforementioned, information and data as deemed necessary for the carrying out of the envisaged activities mentioned here above, this will make it impossible for the COMPANY to benefit from the scouting and full auditing services (if applicable) envisaged by the PROJECT;\ne) ACRONYM OF THE PINE PROJECT PARTNER is required to report to the institution funding the PROJECT, the abovementioned EACI, and/or to third parties appointed to carry out analyses of the same, data related to project activities, however always anonymously and with no direct reference to the involved companies, mostly in an aggregated form to monitor the overall impact of project activities;\nAGREE AS FOLLOWS:\n1. Premises\nThe Premises are part of this AGREEMENT\n2. Object\nThis AGREEMENT is intended to regulate privacy rights and obligations for THE PARTIES in relation to data and information defined as confidential, compliant to provisions contained in the The sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein following articles, which they will become aware of while carrying out the activities described in the Premises to this AGREEMENT.\n3. Confidential information\n3.1 For the purpose of this AGREEMENT, those data and information will be considered as confidential which are provided or delivered by one Party to the other Party and which are declared confidential when provided or delivered.\n3.2 The confidential nature of the abovementioned data and information will have to be explicitly declared, printing or writing \u2018CONFIDENTIAL\u2019 on the above, followed by the signatures of the representatives of THE PARTIES or, however, clearly indicated as confidential in communications, so to allow THE PARTIES and any authorized person to immediately recognize their confidential nature and apply the subsequent compliance to confidentiality obligations as envisaged in this AGREEMENT. THE PARTIES may, if deemed necessary, explicitly declare other data and information non-confidential.\n3.3 The term confidential may not be associated to information and data of public domain at the time when these are provided to the Recipient (the Party receiving the information) or in case they become of public domain due to an act or behaviour not explicitly forbidden to the Recipient;\n4. Confidentiality obligations\n4.1 THE PARTIES may not disclose or communicate in any form or way data and information of a confidential nature to unauthorized subjects.\n4.2 Such data and information will have to be used appropriately and adequately for the carrying out of the activities specifically envisaged by the PROJECT and contained in the contract mentioned in the Premises, in such a way that their confidential nature is not compromised and no damage is caused in any other way.\n4.3 The information and data of a confidential nature may not be copied or reproduced, in all or in part, unless this is explicitly required by the carrying out of PROJECT activities.\n 4.4 The information and data of a confidential nature will be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to the financing institution of the PROJECT (EACI, the Executive Agency for Competitiveness and Innovation of the European Commission), or to other bodies designated to monitoring or control, compliant to the envisaged management procedures, in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY.\n4.5 The information and data of a confidential nature may be forwarded by ACRONYM OF THE PINE PROJECT PARTNER to other PROJECT partners and/or third parties appointed to carry out analyses on them. In this case too, the forwarding will take place in an anonymous or in an aggregated form and however without providing information that may allow the association of the provided data with the COMPANY.\n5. Responsible persons\n5.1 Each Party shall appoint within its organization a person responsible for the treatment of confidential information and data, who shall have all persons in charge of carrying out PROJECT activities sign a declaration, whereby they take it upon themselves to comply with confidentiality obligations as described and regulated in the present AGREEMENT.\n5.2 The persons responsible for the abovementioned confidential data treatment are:\n- for ACRONYM OF THE PINE PROJECT PARTNER \u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n- for the COMPANY\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n6. Security measures\nThe sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. Neither the EACI nor the European Commission are responsible for any use that may be made of the information contained therein\n6.1 THE PARTIES commit to adopt all security measures as necessary to protect data and information of a confidential nature and guarantee that their confidentiality is not compromised in any way.\n6.2 The treatment of all sensitive and personal data shall be compliant to the relevant national legislation in place, particularly in relation to law\u2026.\n7. Intellectual property\nThe present AGREEMENT does not grant either of THE PARTIES rights or authorization to claim a licence or any other right of use for patents, brands, models and/or industrial or intellectual property of any kind.\n8. Duration\nConfidentiality obligations are intended to last from the signing of the present AGREEMENT up to five years after completion of the PROJECT, currently envisaged for March 16, 2015, except any further extensions of the validity period of this AGREEMENT to be agreed upon by THE PARTIES and before the aforementioned deadline. In case THE PARTIES decide to extend the validity period for a longer period of time or unlimitedly, confidentiality obligations are extended from the signing of the AGREEMENT for the entire duration as agreed upon, which shall be inserted in the AGREMENT.\n9. Applicable law and settlement of controversies\n9.1 The present AGREEMENT is regulated under \u2026. \u2026. Law.\n9.2 In case of any controversy among THE PARTIES in relation to the execution and interpretation of the present AGREEMENT, which cannot be settled amicably, the competent court shall be the Court of \u2026. \u2026..\n10. Communications\nAll communications between THE PARTIES shall be addressed to the following addresses:\n- for ACRONYM OF THE PINE PROJECT PARTNER \u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n- for the COMPANY\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n(Place and date) \u2026\u2026\u2026\u2026\u2026\u2026\nSIGNATURE OF THE LEGAL REPRESENTATIVE\nACRONYM OF THE PINE PROJECT PARTNER\n(Name and office) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nSIGNATURE OF THE LEGAL REPRESENTATIVE\nCOMPANY\n(Name and office) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nThe sole responsibility for the content of webpage lies with the authors. It does not necessarily reflect the opinion of the European Union. 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Project partner BioRegio STERN Management GmbH, Germany, hereafter referred to as receiving Party\n3. Project partner Welfare Tech, Denmark, hereafter referred to as receiving Party\nThese Parties are hereafter jointly referred or individually referred to as Parties or Party, relating to the ILDA-care business case award application entitled: (Insert title of the idea as described in the application form) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. ,hereafter referred to as the action.\nTHE PARTIES HERETO AGREE AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or information that is proprietary to or possessed by a Party and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, ideas, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Party\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognised as Confidential Information by the Parties.\n1.2 The Parties agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Parties hereby acknowledge that the Confidential Information proprietary to each Party has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.\n1.5 For the purposes of this Agreement, the Party which discloses Confidential Information within the terms established hereunder to the other Party shall be regarded as the Disclosing Party. Likewise the Party which receives the disclosed Confidential Information shall be regarded as the Receiving Party.\n1.6 Notwithstanding the aforementioned, Confidential Information shall exclude information that:\n(i) is already in the public domain at the time of disclosure by the Disclosing Party to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Disclosing Party;\n(iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Receiving Party (not through fault or failure to act by the Receiving Party);\n(v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Parties.\n2. Purpose of the Disclosure of Confidential Information\nThe purpose of this Agreement is to specify the relationship between the Parties, in particular concerning the execution of the work between the Parties and the rights and obligations of the Parties, with respect to the offered Business case award funded within the framework of the ILDA-care project.\n3. Undertakings of the Parties\n3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Non-Disclosure Agreement\nParties in this Agreement and not to use it for any other purpose or without the prior written consent of the Disclosing Party.\n3.2 The Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence, the Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit.\n3.4 The Receiving Party will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Parties shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellectual property right. The Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.\n3.7 The Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Disclosing Party may request it to the Receiving Party.\n3.8 Notwithstanding the foregoing, the Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Disclosing Party in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Parties agree that the Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Disclosing Party may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness.\n3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement will enter into force on the date on which it is signed. It will remain in force until the ILDA-care project is finalised. Notwithstanding the foregoing, the Receiving Party\u2019s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by German law. All disputes between signed parties shall fall under the exclusive jurisdiction of the courts who have jurisdiction for the district in which the German Partner has its registered office. The German Partner\u2019s registered office is located in Friedrichstra\u00dfe 10, 70174 Stuttgart, Germany. 4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the remaining provisions shall not be affected. The Parties shall replace the invalid or unenforceable provision by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required between the Parties shall be delivered by hand, e-mail, or mailed by registered mail to the address of the other Party as indicated above. Any subsequent modification of a Party\u2019s address should be reasonably communicated in advance to the effect of this Agreement.\n5. 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California Blvd., Suite 290 in Walnut Creek, California & Mom Inventors, Inc., located at 125 Grover Lane in Walnut Creek, California ( Collectively, \"Receiving Party\"),and the person identified in and/or executing the required invention disclosure form (\"Submitting Party\"). In consideration for the disclosure of Submitting Party(cid:146)s Confidential Information, the parties agree as follows:\nPurpose. Submitting Party wishes to have its submission evaluated according to the Official Rules for consideration as the Grand Prize Winner of the Good Morning America Weekend(cid:146)s Mothers of Invention Challenge and consequently Submitting Party may disclose its Confidential Information to Receiving Party.\nDefinition. \"Confidential Information\" means any confidential or proprietary information, clinical study protocols, technical data, trade secrets, or know-how of Submitting Party, including, but not limited to, that which relates to research, clinical studies, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, business strategies, operations, plants and facilities, marketing or finances. Confidential Information does not include information, technical data or know-how which:\ni. is generally available to the public prior to its disclosure; or\nii. is generally known to Receiving Party prior to the disclosure thereof as evidenced by written and dated material in its possessions; or\niii. through no fault of Receiving Party, becomes available to the public after the disclosure thereof; or\niv. is disclosed to Receiving Party by a third party having a bona fide right to do so; or\nv. is approved for release by the written authorization of Submitting Party; or\nvi. is disclosed pursuant to the requirement of a government agency or by operation of law after Submitting Party has been given at least thirty (30) days notice and an opportunity to object to such disclosures; or\nvii. is developed by Receiving Party completely independent of this Agreement.\nConfidential Information which is specific as to materials, composition, techniques, articles of manufacture, structure, apparatus, methods or the like shall not be deemed to be in the public domain merely because such information is embraced by more general disclosures in the public domain and any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain, if the combination itself and its principles of operation are not in the public domain.\nReceiving Party agrees it will not use Confidential Information provided under this Agreement to guide or aid a search and evaluation for purposes of showing information, technical data, trade secrets, or know-how provided hereunder is in the public domain.\nNon-Disclosure of Confidential Information. Receiving Party agrees not to use the Confidential Information disclosed to it by Submitting Party for its own use or for any purpose except to carry out evaluation of the submission according to the Contest Rules. Receiving Party will not disclose the Confidential Information to third parties or to Receiving Party(cid:146)s employees except employees who are required to have the information in order to carry out the contemplated business. Receiving Party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent the Confidential Information from falling into the public domain or the possession of unauthorized persons.\nReturn of Materials. NO materials or documents which have been furnished by Submitting Party to Receiving Party will be returned, but instead will be disposed of in an appropriate manner to maintain confidentiality.\nPatents or Copyrights. Nothing in this Agreement is intended to grant any rights under any patent or copyright of Submitting Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into any proposed business relationship with Submitting Party. Term. The commitments in this Agreement shall terminate two (2) years following the date of disclosure of the Confidential Information.\nMiscellaneous. This Agreement shall be binding upon Receiving Party and for the benefit of Submitting Party, its successors and assigns. This Agreement may not be assigned without consent of Submitting Party. Receiving Party shall not through operations of succession or otherwise place Confidential Information in the hands of a competitor of Submitting Party.\nGoverning Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York without regard to principles of conflict of laws of such state. The federal and state courts within the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining terms of this Agreement shall constitute their agreement with respect to the subject matter hereof, and all of its remaining terms shall remain in full force and effect.\nExport Restriction. Recipient agrees it will not in any form export, reexport, resell, ship or divert or cause to be exported, reexported, resold, shipped or diverted, directly or indirectly, any product or technical data or software furnished hereunder or the direct product of such technical data or software to any country for which the United States Government or any agency thereof at the time of export and reexport requires an export license or other governmental approval without first obtaining such license or approval.\nEntire Agreement. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this agreement shall not constitute a waiver thereof or of any other provision hereof. This agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives and to become effective as of the Effective Date first written above.\n\"Receiving Party\" \"Submitting Party\"\nBy: By:\nTitle: Title:\n", - "spans": [ - [ - 0, - 49 - ], - [ - 50, - 711 - ], - [ - 711, - 832 - ], - [ - 833, - 842 - ], - [ - 842, - 1147 - ], - [ - 1148, - 1160 - ], - [ - 1160, - 1607 - ], - [ - 1607, - 1695 - ], - [ - 1696, - 1763 - ], - [ - 1764, - 1903 - ], - [ - 1904, - 2010 - ], - [ - 2011, - 2101 - ], - [ - 2102, - 2181 - ], - [ - 2182, - 2396 - ], - [ - 2397, - 2475 - ], - [ - 2476, - 3006 - ], - [ - 3007, - 3264 - ], - [ - 3265, - 3309 - ], - [ - 3309, - 3524 - ], - [ - 3524, - 3753 - ], - [ - 3753, - 4024 - ], - [ - 4025, - 4046 - ], - [ - 4046, - 4240 - ], - [ - 4241, - 4264 - ], - [ - 4264, - 4654 - ], - [ - 4654, - 4660 - ], - [ - 4660, - 4789 - ], - [ - 4790, - 4805 - ], - [ - 4805, - 4927 - ], - [ - 4927, - 4999 - ], - [ - 4999, - 5151 - ], - [ - 5152, - 5184 - ], - [ - 5184, - 5338 - ], - [ - 5338, - 5487 - ], - [ - 5487, - 5783 - ], - [ - 5783, - 6128 - ], - [ - 6129, - 6149 - ], - [ - 6149, - 6658 - ], - [ - 6659, - 6677 - ], - [ - 6677, - 6784 - ], - [ - 6784, - 6911 - ], - [ - 6911, - 7024 - ], - [ - 7024, - 7135 - ], - [ - 7136, - 7320 - ], - [ - 7321, - 7357 - ], - [ - 7358, - 7365 - ], - [ - 7366, - 7379 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 7, - 14 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 7, - 13 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://abcnews.go.com/images/GMA/NEW_moi_ndform.pdf" - }, - { - "id": 245, - "file_name": "NMLS%20Accessibility%20NDA.pdf", - "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Mutual Confidentiality and Non-Disclosure Agreement (\u201cConfidentiality Agreement\u201d) is made between Conference of State Bank Supervisors, Inc. (\u201cCompany\u201d), and its affiliates and subsidiaries, whose principal offices are located at 1129 20th Street NW, Washington D.C. 20036 and whose principal offices are located at _________________________________ ________________________________________________________________________________.\nIn consideration of each party\u2019s provision of access to certain confidential information by the other in order to permit the parties to discuss current and future potential business relationships and perform their obligations under a Professional Services Agreement or other agreements or projects between Company and (collectively, \u201cProject\u201d) and for other good and valuable consideration, the sufficiency of which is acknowledged, it is agreed as follows:\n1. Each party may be provided with access to selected information (oral, written, or electronic) of the other which helps meet a regulatory purpose or business need, including, but not limited to, that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, techniques or systems of a party or any customer of a party, financial or other non-public information, including but not limited to proposals, processes, forecasts, ideas, concepts, projections, analyses, software, hardware, marketing information, documentation, structure and protocols. Some of the information in each of these categories is confidential in nature or constitutes a trade secret as it is not generally known to its competitors or the public. This information received from a party, either orally or in writing, during the course of the Project shall be deemed to be confidential information (\u201cConfidential Information\u201d) for purposes of this Confidentiality Agreement. Notes, documents, summaries or reports which are prepared from Confidential Information to the extent such specifically refer or relate to Confidential Information are themselves Confidential Information.\n2. Each party acknowledges the sensitive and secret nature of the Confidential Information it will have access to during the term of the Project and agrees that it will treat such Confidential Information as strictly confidential and shall exercise the same degree of care in the protection of the Confidential Information as the receiving party exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information.\n3. Neither party shall disclose the Confidential Information received from the other to any person or entity, except its employees, officers, directors, independent consultants, affiliates, subsidiaries and other agents (collectively \u201cRepresentatives\u201d) involved in the performance of the Project, or to use the Confidential Information for any purpose other than fulfilling its obligations under the Project. Each party acknowledges and agrees that breach of this Confidentiality Agreement by the other and/or anyone employed by or otherwise associated with the other may also constitute a violation of applicable laws. Access to Confidential Information by the receiving party shall be limited to those Representatives who have agreed to be bound in writing under terms no less stringent than this Confidentiality Agreement.\n4. Neither party shall make copies of the Confidential Information except for those copies required for use by Authorized Persons in the performance of the Project. Each copy, including its storage media, shall be marked Confidential, and also include all copyright, trademark and other proprietary notices which appear on the original. Each party agrees that all Confidential Information of the other party, including any copies thereof, shall be returned to the disclosing party upon request or destroyed within ten (10) business days of the expiration or other termination of the Project. However, notwithstanding anything to the contrary herein, 1) neither party will be required to delete electronic Confidential Information stored in back-up/archival storage in accordance with its policies, provided that any such retained Confidential Information will continue to be subject to the terms of this Confidentiality Agreement until it is destroyed by the receiving party; and 2) a single copy of all Confidential Information may be retained by the Receiving Party\u2019s legal department for dispute resolution purposes only, provided, however, that such Confidential Information shall remain subject to the terms and conditions of this Confidentiality Agreement. In the event that a receiving party has or acquires actual knowledge of any breach of the confidentiality of, or the misappropriation of, any Confidential Information received under this Confidentiality Agreement, such party shall promptly give notice thereof to the other party.\n5. Upon written demand by the disclosing party or upon termination of this Confidentiality Agreement, the receiving party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the disclosing party within ten (10) business days of receipt of demand; and (iii) upon request of the disclosing party, certify in writing that the receiving party has complied with the obligations set forth in this paragraph. Notwithstanding anything to the contrary herein, 1) neither party will be required to delete electronic Confidential Information stored in back-up/archival storage in accordance with its policies, provided that any such retained Confidential Information will continue to be subject to the terms of this Confidentiality Agreement until it is destroyed by the receiving party; and 2) a single copy of all Confidential Information may be retained by the Receiving Party\u2019s legal department for dispute resolution purposes only, provided, however, that such Confidential Information shall remain subject to the terms and conditions of this Confidentiality Agreement.\n6. All intellectual property rights associated with the Confidential Information, including without limitation, patent, trademark, copyright, trade secret rights, and moral rights shall remain in the disclosing party. Moreover, this Confidentiality Agreement does not grant any right or license to a party, by implication or otherwise, to any intellectual property owned or controlled by the other party.\n7. The obligation of non-disclosure shall not extend to: (1) information which is then already in the possession of the receiving party and not under a duty of non-disclosure; (2) information which is generally known or revealed to the public; (3) information which is revealed to the receiving party by a third party, unless such party is under a duty of non-disclosure; (4) information which the receiving party develops independently of the disclosure and such independent development can be shown by documentary evidence maintained contemporaneously with such development; or (5) information that is disclosed with the disclosing party\u2019s prior written consent.\n8. In the event that a party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information received from the other, the receiving party shall provide prompt actual notice to, in the case of , the General Counsel of , and, in the case of Company, to the General Counsel of Company, of such receipt, providing the party with a reasonable opportunity to intervene in the proceeding before the time that the other party is required to comply with such subpoena or other process. If such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provision of this Confidentiality Agreement, the receiving party shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information. Notwithstanding anything otherwise set forth herein, or Company may disclose Confidential Information: a) to the extent revealed to a government agency with regulatory or oversight jurisdiction over Company; or b) in the course of fulfilling any of regulatory responsibilities, including responsibilities under the Securities Exchange Act of 1934 (Act) or other applicable law. In either case, or Company shall furnish only that portion of the Confidential Information which the receiving party is legally required to disclose and shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information.\n9. Each party acknowledges that the other, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this Confidentiality Agreement in that monetary damages would be inadequate to compensate for such a breach, and that in the event of any material breach or threatened material breach by a party receiving Confidential Information from the other party of any such provisions, a party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained by it. Moreover, any such award of relief to the discloser of such Confidential Information shall include recovery of all actual and reasonable costs associated with enforcement of this Agreement including, without limitation, attorneys\u2019 fees.\n10. The Effective Date of this Confidentiality Agreement shall be the date it is signed by both parties and it shall terminate upon the earlier of (i) thirty (30) days written notice of either party, or (ii) three (3) years after the effective date.\n11. The representations and obligations of each party relative to the Confidential Information shall survive the expiration or termination of this Confidentiality Agreement for a period of the longer of three (3) years or for such time as such Confidential Information remains a protectable trade secret under applicable law.\n12. The rights and obligations of the parties hereunder are in addition to, and not in derogation of, their respective rights and duties under the Uniform Trade Secrets Act (\u201cUTSA\u201d) as adopted in the state set forth below or in respective state\u2019s trade secrets laws, if UTSA has not been adopted.\n13. This Confidentiality Agreement contains the full and complete understanding of Company and with respect to the subject matter and supersedes all prior representations and understandings whether they be oral or written.\n14. Company and understand and agree that in the event any part, term or provision of this Confidentiality Agreement is held to be invalid or legally unenforceable, the validity of the remaining parts, terms or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Confidentiality Agreement did not contain the particular part, term, or provision held to be invalid. This Confidentiality Agreement and performance thereunder shall be governed by the laws of the State of New York, excluding its conflicts of laws rules.\n15. The parties acknowledge that the Confidential Information disclosed by each of them under this Confidentiality Agreement may be subject to export controls under the laws of the United States. Each party shall comply with such laws and agrees not to knowingly export, re-export or transfer Confidential Information of the other party without first obtaining all required United States authorizations or licenses.\n16. Neither party may assign this Confidentiality Agreement without the prior written consent of the other party. However, either party may assign or transfer this Confidentiality Agreement and its rights hereunder to an affiliate or successor to its assets or liabilities if such assignee agrees in writing to be bound by the terms and conditions hereof and the non-assignment party is given notice of such an assignment. Any assignment to the contrary shall be void.\n17. The persons executing this Confidentiality Agreement warrant that they have the authority to bind and Company to the terms and conditions embodied in this Confidentiality Agreement.\n18. Neither party makes or intends to make any warranty or representation of any kind concerning the Confidential Information, except each party represents and warrants that it has the right to disclose Confidential Information to Receiving Party. Confidential Information is provided only for discussion purposes, is provided on an \u201cAs Is\u201d basis, and Receiving Party relies on Confidential Information at its own risk.\n19. As used in this Confidentiality Agreement, the terms \u201c\u201d and Company shall include any of their respective corporate affiliates or subsidiaries, provided that and Company (a) shall be responsible for the observance and proper performance by all of their respective corporate affiliates of the terms and conditions of this Confidentiality Agreement, and (b) if requested by the disclosing party, shall cause such corporate affiliate to return or destroy all Confidential Information in accordance with Section 5, prior to a corporate affiliate ceasing to be an affiliate thereof.\n20. Independent Development: This Confidentiality Agreement shall not be construed to limit the Receiving Party\u2019s, or any of its Representatives\u2019, right to independently develop or acquire products, services, or technology without use of the Disclosing Party\u2019s Confidential Information. The Disclosing Party understands and acknowledges that the Receiving Party and/or its Representatives may currently or in the future be developing information, knowledge or technology internally, or obtaining information, knowledge or technology from other persons that may be similar to information, knowledge or technology contained or reflected in the Disclosing Party\u2019s Confidential Information.\n21. Agreed and Accepted:\n\nBy:\nName:\nTitle:\nDate:\nConference of State Bank Supervisors, Inc.\nBy:\nName:\nTitle:\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 392 - ], - [ - 392, - 426 - ], - [ - 426, - 507 - ], - [ - 508, - 984 - ], - [ - 985, - 1794 - ], - [ - 1794, - 1965 - ], - [ - 1965, - 2191 - ], - [ - 2191, - 2395 - ], - [ - 2396, - 2931 - ], - [ - 2932, - 3341 - ], - [ - 3341, - 3552 - ], - [ - 3552, - 3757 - ], - [ - 3758, - 3923 - ], - [ - 3923, - 4095 - ], - [ - 4095, - 4350 - ], - [ - 4350, - 4408 - ], - [ - 4408, - 4738 - ], - [ - 4738, - 5021 - ], - [ - 5021, - 5300 - ], - [ - 5301, - 5430 - ], - [ - 5430, - 5476 - ], - [ - 5476, - 5639 - ], - [ - 5639, - 5790 - ], - [ - 5790, - 5839 - ], - [ - 5839, - 6169 - ], - [ - 6169, - 6451 - ], - [ - 6452, - 6670 - ], - [ - 6670, - 6856 - ], - [ - 6857, - 6914 - ], - [ - 6914, - 7033 - ], - [ - 7033, - 7101 - ], - [ - 7101, - 7229 - ], - [ - 7229, - 7437 - ], - [ - 7437, - 7521 - ], - [ - 7522, - 8086 - ], - [ - 8086, - 8529 - ], - [ - 8529, - 8582 - ], - [ - 8582, - 8651 - ], - [ - 8651, - 8759 - ], - [ - 8759, - 8945 - ], - [ - 8945, - 9259 - ], - [ - 9260, - 10031 - ], - [ - 10031, - 10267 - ], - [ - 10268, - 10415 - ], - [ - 10415, - 10471 - ], - [ - 10471, - 10517 - ], - [ - 10518, - 10843 - ], - [ - 10844, - 11140 - ], - [ - 11141, - 11166 - ], - [ - 11166, - 11382 - ], - [ - 11383, - 11837 - ], - [ - 11837, - 11989 - ], - [ - 11990, - 12186 - ], - [ - 12186, - 12405 - ], - [ - 12406, - 12520 - ], - [ - 12520, - 12829 - ], - [ - 12829, - 12874 - ], - [ - 12875, - 13079 - ], - [ - 13080, - 13328 - ], - [ - 13328, - 13499 - ], - [ - 13500, - 13711 - ], - [ - 13711, - 13893 - ], - [ - 13893, - 14118 - ], - [ - 14119, - 14169 - ], - [ - 14169, - 14406 - ], - [ - 14406, - 14805 - ], - [ - 14806, - 14830 - ], - [ - 14831, - 14854 - ], - [ - 14855, - 14858 - ], - [ - 14859, - 14864 - ], - [ - 14865, - 14871 - ], - [ - 14872, - 14877 - ], - [ - 14878, - 14920 - ], - [ - 14921, - 14924 - ], - [ - 14925, - 14930 - ], - [ - 14931, - 14937 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 15, - 20, - 22 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5, - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 29, - 33, - 64, - 65, - 66 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 18, - 24, - 25, - 26 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5, - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 32, - 64, - 65, - 66 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://nationwidelicensingsystem.org/news/Documents/NMLS%20Accessibility%20NDA.pdf" - }, - { - "id": 246, - "file_name": "NON-DISCLOSURE-AGREEMENT_13.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis is a written contract that protects confidentiality between two parties who are entering into a Service Level Agreement. This contract is usually signed before entering into the Service Level Agreement.\nPARTY 1\nName & Surname:\nID Number:\nAddress:\n(the address acts as the domicilium citandi et executandi)\nEmail:\nCellphone Number:\nPARTY 2\nName & Surname:\nID Number:\nAddress:\n(the address acts as the domicilium citandi et executandi)\nEmail:\nCellphone Number:\n2. PURPOSE\n2.1. The purpose of this contract is:\n(E.g. Party 1 has been approached to develop and implement a marketing strategy for Party 2\u2019s service offering. The nature, extent and viability will be determined by the Parties in a Service Level Agreement)\n3. NON-DISCLOSURE\nThe Parties agree that:\n3.1. they will disclose written or verbal information of a confidential nature about:\n(e.g. their financial dealings, contractual rights and obligations, their current client base and potential clients, suppliers, employees, operation systems, forecasts, strategies and budgets, intellectual property, and other information that may be of importance.)\n3.2. There will be no disclosure or use of confidential information, without permission. The confidential information is a valuable asset that belongs to the disclosing party.\n3.3. Confidential information may not be disclosed to any third party. Information may only be disclosed to employees and/or agents; or if required by law, and such employees and/or agents must bind themselves to this agreement.\n3.4. If it is legally required for either party to disclose confidential information, the other party must be informed of this in writing. The Party required to make the disclosure will only do so to the extent that it is compulsory.\n3.5. When this agreement comes to an end or written demand has been sent, confidential information must be returned to the other party, within 5 (five) business days of the expiry date or the date that the demand was received. Confidential information held in electronic format must be destroyed or deleted to protect its confidentiality.\n3.6. No warranties, representations or undertakings will be valid or relied on, unless placed in writing and signed by both parties. No changes to this agreement will be valid or have force or effect unless placed in writing and signed by both parties.\n3.7. No party may directly or indirectly make an offer employment to, or request an interest from an employee or agent of the other party, for a least 1 (one) year of signing this agreement and for at least 1 (one) year after its termination.\n3.8. The Courts of the Republic of South Africa have jurisdiction over any dispute resulting from this agreement.\n3.9. Should either Party breach the terms of this agreement, the other may enforce its rights by means of any available legal remedy (including but not limited to interdict, mandatory order of court or civil claim).\n3.10. Should any term or condition of this contract be declared invalid or unenforceable, the term or condition will be deleted, and will not have an effect on the validity of the remaining provisions.\n3.11. The Parties must deliver all legal documents, notices or other communications to the addresses provided and indicated as domicilium citandi et executandi:\n3.12. The Parties may send any non-legal documents, notices or other communication via Email, but must attach a \u201cread receipt\u201d to each mail sent, to provide confirmation that the communication has been received and read.\n4. SIGNATURES\nSigned at on of 20 .\nParty 1:\nWitnesses: Witness 1\nWitness 2\nSigned at on of 20 .\nParty 2:\nWitnesses: Witness 1\nWitness 2\nDISCLAIMER\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 151 - ], - [ - 151, - 232 - ], - [ - 233, - 240 - ], - [ - 241, - 256 - ], - [ - 257, - 267 - ], - [ - 268, - 276 - ], - [ - 277, - 335 - ], - [ - 336, - 342 - ], - [ - 343, - 360 - ], - [ - 361, - 368 - ], - [ - 369, - 384 - ], - [ - 385, - 395 - ], - [ - 396, - 404 - ], - [ - 405, - 463 - ], - [ - 464, - 470 - ], - [ - 471, - 488 - ], - [ - 489, - 499 - ], - [ - 500, - 537 - ], - [ - 538, - 650 - ], - [ - 650, - 746 - ], - [ - 747, - 764 - ], - [ - 765, - 788 - ], - [ - 789, - 874 - ], - [ - 875, - 1140 - ], - [ - 1141, - 1230 - ], - [ - 1230, - 1316 - ], - [ - 1317, - 1388 - ], - [ - 1388, - 1545 - ], - [ - 1546, - 1685 - ], - [ - 1685, - 1779 - ], - [ - 1780, - 2007 - ], - [ - 2007, - 2118 - ], - [ - 2119, - 2252 - ], - [ - 2252, - 2371 - ], - [ - 2372, - 2614 - ], - [ - 2615, - 2728 - ], - [ - 2729, - 2748 - ], - [ - 2748, - 2944 - ], - [ - 2945, - 3146 - ], - [ - 3147, - 3307 - ], - [ - 3308, - 3528 - ], - [ - 3529, - 3542 - ], - [ - 3543, - 3563 - ], - [ - 3564, - 3572 - ], - [ - 3573, - 3593 - ], - [ - 3594, - 3603 - ], - [ - 3604, - 3624 - ], - [ - 3625, - 3633 - ], - [ - 3634, - 3654 - ], - [ - 3655, - 3664 - ], - [ - 3665, - 3675 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 22, - 23, - 24 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 22, - 23, - 24 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://lawforall.co.za/wp-content/uploads/2020/04/NON-DISCLOSURE-AGREEMENT.pdf" - }, - { - "id": 247, - "file_name": "NON-Disclosure_Agreement_2.pdf", - "text": "MODEL NON-DISCLOSURE AGREEMENT\n(Between CERT-In empanelled Auditor & Auditee)\nTHIS NON-DISCLOSURE AGREEMENT is made on this \u2026\u2026.. day (date) of \u2026\u2026\u2026\u2026 (Year)\nBy and between\n # In case of Central Government Ministry/ Departments #/State Government Departments\nPresident of India/Governor of (name of state) acting through \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name, Designation) of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (Name of Ministry/ Department) address \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 hereinafter referred to as \u201cAuditee\u201dwhich expression shall unless repugnant to the context or meaning thereof ,include its successors and assigns)of the first part.\n# In case of Autonomous Societies/ Not-for-profit companies/ Public sector Undertakings/Private sector\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name of Company/ Society) incorporated /registered under the Companies Act,1956/2013/ the societies registration Act,1860 having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (hereinafter referred to as \u201cAuditee\u201d which expression shall unless repugnant to the context or meaning thereof, includes its successors, administrators and permitted assigns) of the first part .\nAnd\nName incorporated/registered under the\u2026.\u2026.. Name of the Act having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026(herein referred to as \u201cAuditor\u201d which expression shall unless repugnant to the context or meaning thereof ,includes its seccessors,assigns,administrators,liquidators and recievers)of the second part WHEREAS\nA.Auditor is a services organization empanelled by the Indian Computer Emergency Response Team (hereinafter CERT-IN) under Department of Electronics & IT, for auditing, including vulnerability assessment and penetration testing of computer systems , networks, computer resources & applications of various agencies or departments of the Government, critical infrastructure organizations and those in other sectors of Indian economy vide communication No\u2026\u2026\u2026\u2026dated\u2026\u2026.\nB.Auditor as an empanelled Information Security Auditing organization has agreed to fully comply the \u201cGuidelines for CERT-In Empanelled Information Security Auditing Organizations , Terms & conditions of empanelment and Policy guidelines for handling audit related data\u201d while conducting audits.\nC.Auditee is also aware of the aforesaid Guidelines along with guidelines for Auditee Organizations published by CERT-In.\nD.Both Auditor and Auditee have given their irrevocable consent to fully comply the aforesaid Guidelines and any amendments thereof without any reservations.\nNOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, the parties agree as follows:\n1. Definitions. :\n(a) The term \u201cConfidential Information\u201d shall include, without limitation, all information and materials, furnished by either Party to the other in connection with Auditee products and services including information transmitted in writing, orally, visually, (e.g. video terminal display) or on magnetic media, and including all proprietary information, customer & prospect lists, trade secrets, trade names or proposed trade names, methods and procedures of operation, business or marketing plans, licensed document know-how, ideas, concepts, designs, drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae, source code materials, specifications, programs, software packages, codes and other intellectual property relating to Auditee products and services. Results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. shall also be considered Confidential Information.\n (b) The term \u201cAuditee products\u201d shall include all such products, goods, services, deliverables, which are subject to audit by the empanelled auditor under the Agreement.\n 2 Protection of Confidential Information. With respect to any Confidential Information disclosed to it or to which it has access, Auditor affirms that it shall:\n(a) Use the Confidential Information as necessary only in connection with scope of audit and in accordance with the terms and conditions contained herein;\n(b) Maintain the Confidential Information in strict confidence and take all reasonable steps to enforce the confidentiality obligations imposed hereunder, but in no event take less care with the Confidential Information that the parties take to protect the confidentiality of its own proprietary and confidential information and that of its other clients;\n(c) Not to make or retain copy of any details of products and/or services, prototypes, business or marketing plans, Client lists, Proposals developed by or originating from Auditee or any of the prospective clients of Auditee.\n(d) Not to make or retain copy of any details of results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. without the express written consent of Auditee.\n(e) Not disclose or in any way assist or permit the disclosure of any Confidential Information to any other person or entity without the express written consent of theauditee ; and\n(f) Return to theauditee, or destroy, at auditee\u2019s discretion, any and all Confidential Information disclosed in a printed form or other permanent record, or in any other tangible form (including without limitation, all copies, notes, extracts, analyses, studies, summaries, records and reproductions thereof) immediately on (i) expiration or termination ofthis agreement, or (ii) the request of Auditee therefor.\n(g) Not to send Auditee\u2019s audit information or data and/or any such Confidential Information at any time outside India for the purpose of storage, processing, analysis or handling without the express written consent of the Auditee.\n(h) The auditor shall use only the best possible secure methodology to avoid confidentiality breach, while handling audit related data for the purpose of storage, processing, transit or analysis including sharing of information with auditee.\n(i) Not to engage or appoint any non-resident/foreigner to undertake any activity related to Information Security Audit. In case of information security audits for Government/ critical sector organization, only the man power declared to CERT-In shall be deployed to carry out such audit related activities.\n(j) Not to discuss with any member of public, media, press, any or any other person about the nature of arrangement entered between the Auditor and the Auditee or the nature of services to be provided by Auditor to the Auditee.\n(k) Make sure that all the employees and/or consultants engaged to undertake any audit on its behalf have signed the mandatory non-disclosure agreement.\n3. Onus. Auditor shall have the burden of proving that any disclosure or use inconsistent with the terms and conditions hereof falls within any of the foregoing exceptions.\n4. Permitted disclosure of audit related information:\nThe auditor may share audit information with CERT-In or similar Government entities mandated under the law as and when called upon to do so by such agencies with prior written information to the auditee.\n5. Exceptions. The Confidentiality obligations as enumerated in Article 2of this Agreement shall not applyin following cases:\n(a) Which is independently developed by Auditor or lawfully received from another source free of restriction and without breach of this Agreement; or\n(b) After it has become generally available to the public without breach of this Agreement by Auditor; or\n(c) Which at the time of disclosure to Auditor was known to such party free of restriction and evidenced by documents in the possession of such party; or\n(d) Which Auditee agrees in writing is free of such restrictions.\n(e) Which is received from a third party not subject to the obligation of confidentiality with respect to such Information;\n6. Remedies. Auditor acknowledges that any actual or threatened disclosure or use of the Confidential Information by Auditor would be a breach of this agreement and may cause immediate and irreparable harm to Auditee or to its clients; Auditor affirms that damages from such disclosure or use by it may be impossible to measure accurately; and injury sustained by Auditee / its clients may be impossible to calculate and compensate fully. Therefore, Auditor acknowledges that in the event of such a breach, Auditee shall be entitled to specific performance by Auditor of its obligations contained in this Agreement. In addition Auditor shall compensate the Auditee for the loss or damages caused to the auditee actual and liquidated damages which may be demanded by Auditee. Liquidated damages not to exceed the Contract value. Moreover, Auditee shall be entitled to recover all costs of litigation including reasonable attorneys\u2019 fees which it or they may incur in connection with defending its interests and enforcement of contractual rights arising due to a breach of this agreement by Auditor. All rights and remedies hereunder are cumulative and in addition to any other rights or remedies under any applicable law, at equity, or under this Agreement, subject only to any limitations stated herein.\n7. Need to Know. Auditor shall restrict disclosure of such Confidential Information to its employees and/or consultants with a need to know (and advise such employees and/or consultants of the obligations assumed herein), shall use the Confidential Information only for the purposes set forth in the Agreement, and shall not disclose such Confidential Information to any affiliates, subsidiaries, associates and/or third party without prior written approval of the Auditee. No information relating to auditee shall be hosted or taken outside the country in any circumstances.\n8. Intellectual Property Rights Protection. No license to a party, under any trademark, patent, copyright, design right, mask work protection right, or any other intellectual property right is either granted or implied by the conveying of Confidential Information to such party.\n9. No Conflict. The parties represent and warrant that the performance of its obligations hereunder do not and shall not conflict with any other agreement or obligation of the respective parties to which they are a party or by which the respective parties are bound.\n10. Authority. The parties represent and warrant that they have all necessary authority and power to enter into this Agreement and perform their obligations hereunder.\n11. Governing Law. This Agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of India and the parties hereby consent to the jurisdiction of Courts and/or Forums situated at < Name of the city>\n12. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous or contemporaneous agreement or communications, both oral and written, representations and under standings among the parties with respect to the subject matter hereof.\n13. Amendments. No amendment, modification and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives.\n14. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.\n15. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws, and such invalidity or unenforceability shall not affect the other provisions of this Agreement.\n16. Waiver. Waiver by either party of a breach of any provision of this Agreement, shall not be deemed to be waiver of any preceding or succeeding breach of the same or any other provision hereof.\n17. Survival. Both parties agree that all of their obligations undertaken herein with respect to Confidential Information received pursuant to this Agreement shall survive till perpetuity even after expiration or termination of this Agreement.\n18. Non-solicitation. During the term of this Agreement and thereafter for a further period of two (2) years Auditor shall not solicit or attempt to solicit Auditee\u2019s employees and/or consultants, for the purpose of hiring/contract or to proceed to conduct business similar to Auditee with any employee and/or consultant of the Auditee who has knowledge of the Confidential Information, without the prior written consent of Auditee.\n19. This Agreement is governed by and shall be construed in accordance with the laws of India. In the event of dispute arises between the parties in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, the parties shall attempt to resolve the dispute in good faith by senior level negotiations. In case, any such difference or dispute is not amicably resolved within forty five (45) days of such referral for negotiations, it shall be resolved through arbitration process, wherein both the parties will appoint one arbitrator each and the third one will be appointed by the two arbitrators in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration in India shall be (please choose the venue of dispute resolution as the city) or where the services are provided. The proceedings of arbitration shall be conducted in English language and the arbitration award shall be substantiated in writing and binding on the parties. The arbitration proceedings shall be completed within a period of one hundred and eighty (180) days from the date of reference of the dispute to arbitration.\n20. Term. This Agreement shall come into force on the date of its signing by both the parties and shall be valid up to \u2026\u2026\u2026 year.\nIN WITNESS HEREOF, and intending to be legally bound, the parties have executed this Agreement to make it effective from the date and year first written above.\n# In case of auditee being Central Government Ministry/ Departments #\nFor & on behalf of President of India\n(Name and designation of authorized signatory)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n\nOr\n# In case of auditee being State Government Department #\nFor & on behalf of Governor of \u2026\u2026. < State name>\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\n(Name and designation of authorized signatory)\n\nOr\n# In case of Autonomous Societies/Not-for-profit-company/Public sector undertaking /Private Sector #\nfor , duly authorized by rules & regulations / of / vide resolution no. \u2026. Dated \u2026\u2026. Of Board of Directors of ............\n(AUDITEE) (AUDITOR)\nWITNESSES:\n1.\n", - "spans": [ - [ - 0, - 30 - ], - [ - 31, - 77 - ], - [ - 78, - 108 - ], - [ - 108, - 148 - ], - [ - 148, - 154 - ], - [ - 155, - 169 - ], - [ - 170, - 171 - ], - [ - 171, - 255 - ], - [ - 256, - 331 - ], - [ - 331, - 365 - ], - [ - 365, - 577 - ], - [ - 578, - 580 - ], - [ - 580, - 680 - ], - [ - 681, - 694 - ], - [ - 694, - 868 - ], - [ - 868, - 1063 - ], - [ - 1064, - 1067 - ], - [ - 1068, - 1112 - ], - [ - 1112, - 1383 - ], - [ - 1384, - 1848 - ], - [ - 1849, - 2144 - ], - [ - 2145, - 2266 - ], - [ - 2267, - 2424 - ], - [ - 2425, - 2555 - ], - [ - 2556, - 2573 - ], - [ - 2574, - 3370 - ], - [ - 3370, - 3610 - ], - [ - 3611, - 3612 - ], - [ - 3612, - 3781 - ], - [ - 3782, - 3783 - ], - [ - 3783, - 3825 - ], - [ - 3825, - 3943 - ], - [ - 3944, - 4098 - ], - [ - 4099, - 4454 - ], - [ - 4455, - 4681 - ], - [ - 4682, - 4968 - ], - [ - 4969, - 5149 - ], - [ - 5150, - 5475 - ], - [ - 5475, - 5526 - ], - [ - 5526, - 5563 - ], - [ - 5564, - 5795 - ], - [ - 5796, - 6037 - ], - [ - 6038, - 6159 - ], - [ - 6159, - 6344 - ], - [ - 6345, - 6572 - ], - [ - 6573, - 6725 - ], - [ - 6726, - 6735 - ], - [ - 6735, - 6898 - ], - [ - 6899, - 6952 - ], - [ - 6953, - 7156 - ], - [ - 7157, - 7172 - ], - [ - 7172, - 7282 - ], - [ - 7283, - 7432 - ], - [ - 7433, - 7538 - ], - [ - 7539, - 7692 - ], - [ - 7693, - 7758 - ], - [ - 7759, - 7882 - ], - [ - 7883, - 7896 - ], - [ - 7896, - 8322 - ], - [ - 8322, - 8499 - ], - [ - 8499, - 8658 - ], - [ - 8658, - 8711 - ], - [ - 8711, - 8981 - ], - [ - 8981, - 9186 - ], - [ - 9187, - 9204 - ], - [ - 9204, - 9661 - ], - [ - 9661, - 9762 - ], - [ - 9763, - 9807 - ], - [ - 9807, - 10041 - ], - [ - 10042, - 10058 - ], - [ - 10058, - 10308 - ], - [ - 10309, - 10324 - ], - [ - 10324, - 10476 - ], - [ - 10477, - 10496 - ], - [ - 10496, - 10718 - ], - [ - 10719, - 10741 - ], - [ - 10741, - 11023 - ], - [ - 11024, - 11040 - ], - [ - 11040, - 11274 - ], - [ - 11275, - 11298 - ], - [ - 11298, - 11436 - ], - [ - 11437, - 11455 - ], - [ - 11455, - 11848 - ], - [ - 11849, - 11861 - ], - [ - 11861, - 12045 - ], - [ - 12046, - 12060 - ], - [ - 12060, - 12289 - ], - [ - 12290, - 12312 - ], - [ - 12312, - 12722 - ], - [ - 12723, - 12818 - ], - [ - 12818, - 13080 - ], - [ - 13080, - 13432 - ], - [ - 13432, - 13577 - ], - [ - 13577, - 13735 - ], - [ - 13735, - 13892 - ], - [ - 13893, - 13903 - ], - [ - 13903, - 14021 - ], - [ - 14022, - 14181 - ], - [ - 14182, - 14184 - ], - [ - 14184, - 14251 - ], - [ - 14252, - 14289 - ], - [ - 14290, - 14336 - ], - [ - 14337, - 14348 - ], - [ - 14349, - 14392 - ], - [ - 14393, - 14395 - ], - [ - 14396, - 14398 - ], - [ - 14398, - 14452 - ], - [ - 14453, - 14501 - ], - [ - 14502, - 14513 - ], - [ - 14514, - 14560 - ], - [ - 14561, - 14587 - ], - [ - 14588, - 14590 - ], - [ - 14591, - 14593 - ], - [ - 14593, - 14691 - ], - [ - 14692, - 14721 - ], - [ - 14721, - 14854 - ], - [ - 14854, - 14923 - ], - [ - 14924, - 14943 - ], - [ - 14944, - 14954 - ], - [ - 14955, - 14957 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 31, - 37, - 38 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 68 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 31, - 44 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 25, - 26 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 86 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 51, - 52 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 31, - 34, - 35, - 37, - 38, - 39 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 88 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 45, - 65 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 31, - 34, - 35 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 49 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 51, - 52 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 65 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.cert-in.org.in/PDF/NON-Disclosure_Agreement.pdf" - }, - { - "id": 248, - "file_name": "NON_DISCLOSURE_AGREEMENT_5.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis non-disclosure agreement (\u201cAgreement\u201d) is dated [__] (\u201cEffective Date\u201d) and is entered into by and between:\n[__] (\u201cParty 1\u201d)\nAND\n[__] (\u201cParty 2\u201d)\nParty 1 and Party 2 are hereinafter referred to individually as a \"Party\" and collectively as the \"Parties\". Wherever the context requires, the Party disclosing the confidential information shall be referred to as the \u201cDisclosing Party\u201d and the Party receiving the confidential information shall be referred to as the \u201cReceiving Party\u201d.\nWhereas:\nA. Party 1 engages in [__] and Party 2 engages in [__].\nB. The Parties wish to collaborate and enter into discussions for the purpose of [__] (\u201cPurpose\u201d) and wish to keep such discussions confidential.\nNow therefore, in consideration for the mutual promises and covenants set forth herein, the Parties agree as follows:\n1. \u201cConfidential Information\u201d shall mean and include all non-public information, written or oral, disclosed, directly or indirectly, through any means of communication or observation (including oral, graphic, written or electronic form) by the Disclosing Party or any of its affiliates or representatives to or for the benefit of the Receiving Party from the Effective Date, irrespective of whether such information: (a) has been specifically marked as \u201cconfidential\u201d at the time of disclosure; (b) is treated as proprietary information by the Disclosing Party; or (c) is owned or developed by the Disclosing Party.\n2. Confidential Information shall include any financial, business, proprietary or technical information of the Disclosing Party.\n3. All such Confidential Information shared under this Agreement shall be used by the Parties exclusively for the Purpose and neither Party shall disclose or otherwise use the Confidential Information for any other purpose or in any other manner without the prior written approval of the Disclosing Party.\n4. The Confidential Information shared under this Agreement may be disclosed by the Receiving Party to other employees on a need to know basis, with written consent from the Disclosing Party, in connection with the Purpose, and who shall protect the Confidential Information in accordance with the terms of this Agreement.\n5. The Receiving Party shall protect the Confidential Information in the same manner as it would protect its own confidential information.\n6. The confidentiality obligations under this Agreement shall not apply to Confidential Information which:\na. was in the public domain or generally available to the public prior to receipt thereof by Receiving Party from the Disclosing Party, or which subsequently becomes part of the public domain or generally available to the public other than as a result of a breach of this Agreement by Receiving Party;\nb. was in the possession of Receiving Party prior to receipt from the Disclosing Party;\nc. is later lawfully received by Receiving Party from a third party without any confidentiality restrictions applicable;\nd. is independently created or developed by the Receiving Party without use or reference of the Confidential Information of the Disclosing Party; or,\ne. is required to be disclosed by operation of applicable law.\n7. Notwithstanding anything to the contrary contained in this Agreement, Confidential Information may be disclosed as required by applicable law, regulations or governmental procedure, provided the Receiving Party notifies the Disclosing Party prior to such disclosure, unless prohibited by law, so as to afford the Disclosing Party reasonable opportunity to object or seek an appropriate protective order with respect to such disclosure.\n8. The Receiving Party agrees not to issue or release for publication any articles or advertising or publicity matter relating to this Agreement which mention or imply the name of the Disclosing Party any of its affiliates, or subject matter hereof, unless prior written consent is granted by the Disclosing Party subject only to Clause 7. The Receiving Party shall make such amendments to any such press release or public statement as are reasonably requested by the Disclosing Party.\n9. No transfer of intellectual property right either by way of assignment or license is either granted or implied by the disclosure of Confidential Information to the Receiving Party. The fact that Confidential Information is disclosed to the Receiving Party shall not be deemed to constitute any representation, warranty or inducement by the Disclosing Party of any kind (including of its accuracy or correctness) with respect to the Confidential Information, including without limitation, which such use will not infringe on intellectual property rights of any third party.\n10. The Receiving Party shall, upon the request of the Disclosing Party or upon the termination of this Agreement, return to the Disclosing Party all Confidential Information, including drawings, documents, reports and other tangible manifestations of Confidential Information received by the Receiving Party pursuant to this Agreement, together with all copies and reproductions thereof.\n11. This Agreement shall be effective as of the Effective Date and shall terminate on the delivery of written notice of termination from either Party; provided, however, that the obligations of the Receiving Party under this Agreement shall remain in effect for a period of [__] years from the date of termination.\n12. This Agreement shall be governed and construed in accordance with the laws of India. The competent courts at [__] India shall have the sole and exclusive jurisdiction over any dispute that arises in relation to this Agreement.\n13. The Partner represents and covenants that its performance of this Agreement does not and will not breach any agreement it has entered into or will enter into with any third party. The Partner agrees not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.\n14. The individuals executing this Agreement represent and warrant that they are empowered and duly authorized execute this Agreement on behalf of the parties they represent. Each Party represents and warrants to the other Party that it is authorised to execute this Agreement and is competent to discharge the obligations under this Agreement.\n15. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.\n16. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n17. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior representations and understandings, whether oral or written. This Agreement may be amended only in writing by mutual agreement of the Parties.\nIN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the Effective Date.\nSignature Name Designation Organisation\nParty\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 137 - ], - [ - 138, - 143 - ], - [ - 143, - 154 - ], - [ - 155, - 158 - ], - [ - 159, - 164 - ], - [ - 164, - 175 - ], - [ - 176, - 285 - ], - [ - 285, - 512 - ], - [ - 513, - 521 - ], - [ - 522, - 577 - ], - [ - 578, - 723 - ], - [ - 724, - 841 - ], - [ - 842, - 1259 - ], - [ - 1259, - 1337 - ], - [ - 1337, - 1407 - ], - [ - 1407, - 1457 - ], - [ - 1458, - 1586 - ], - [ - 1587, - 1892 - ], - [ - 1893, - 2215 - ], - [ - 2216, - 2354 - ], - [ - 2355, - 2461 - ], - [ - 2462, - 2763 - ], - [ - 2764, - 2851 - ], - [ - 2852, - 2972 - ], - [ - 2973, - 3122 - ], - [ - 3123, - 3185 - ], - [ - 3186, - 3624 - ], - [ - 3625, - 3965 - ], - [ - 3965, - 4110 - ], - [ - 4111, - 4295 - ], - [ - 4295, - 4686 - ], - [ - 4687, - 5075 - ], - [ - 5076, - 5390 - ], - [ - 5391, - 5480 - ], - [ - 5480, - 5509 - ], - [ - 5509, - 5621 - ], - [ - 5622, - 5806 - ], - [ - 5806, - 5926 - ], - [ - 5927, - 6102 - ], - [ - 6102, - 6271 - ], - [ - 6272, - 6437 - ], - [ - 6437, - 6631 - ], - [ - 6632, - 6826 - ], - [ - 6827, - 7035 - ], - [ - 7035, - 7116 - ], - [ - 7117, - 7214 - ], - [ - 7215, - 7254 - ], - [ - 7255, - 7260 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 13, - 14 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 21, - 25 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 32 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 21, - 24 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.startupindia.gov.in/content/dam/invest-india/Templates/public/Tools_templates/internal_templates/Lets_Venture/NON_DISCLOSURE_AGREEMENT.pdf" - }, - { - "id": 249, - "file_name": "New_York_City_Bar_Association_Model_Form_of_Non-Disclosure_Agreement_2015.pdf", - "text": "New York City Bar Association Model Form of Non-Disclosure Agreement\nCorporation Law Committee\nFebruary 2015\nTHE ASSOCIATION OF THE BAR OF THE CITY OF NEW YORK\n42 West 44th Street, New York, NY 10036-6689 www.nycbar.org\nPrepared by the Corporation Law Committee of the New York City Bar Association1\n[Name of the Company]2\n[Address of the Company]\n[Date]\n[Name and Address of Potential Buyer] Attention: [Name]\nDear [Name]:\n[Potential Buyer] (\u201cBuyer\u201d) has requested certain non-public information regarding [Target Company] and its subsidiaries (collectively, the \u201cCompany\u201d) in connection with a potential [negotiated]3 transaction (the \u201cTransaction\u201d) between or among Buyer, the Company and/or one or more Affiliates of Buyer. As a condition to furnishing such information to Buyer, the Company and Buyer hereby agree to the following provisions:4\n1. Certain Definitions. As used in this letter agreement (this \u201cAgreement\u201d):\n(a) \u201cAffiliate\u201d means, with respect to any Person, any other Person that is directly or indirectly Controlling, Controlled by or under common Control with such Person, where \u201cControl\u201d and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. [Notwithstanding the foregoing, for purposes of Section 7, any such Person that is a portfolio company of, or an investment fund that is advised or managed by, [Buyer] [Buyer\u2019s Parent Company] or any of its Affiliates shall not be considered an Affiliate of Buyer unless Evaluation Material or Discussions Disclosure is made available or actually provided or disclosed to such Person by or on behalf of Buyer; provided that Evaluation Material or Discussions Disclosure shall not be deemed to have been made available or actually provided or disclosed to any such Person solely as a result of the fact that a Representative of the Buyer with knowledge of any Evaluation Material or Discussions Disclosure is serving on the board of directors (or similar governing body) or as an officer of such Person.]5\n(b) \u201cEvaluation Material\u201d means any information or data concerning the Company or any of its Affiliates, whether in oral, visual, written, electronic or other form, that is disclosed to Buyer or any of its Representatives [before the date hereof,]6 now or in the future by or on behalf of the Company or any of its Representatives, together with all notes, memoranda, forecasts, summaries, analyses, compilations and other writings relating thereto that are prepared by or on behalf of Buyer or any of its Representatives to the extent that they use, contain, reflect or are derived from or incorporate, in whole or in part, any such information or data. Notwithstanding the foregoing, \u201cEvaluation Material\u201d does not include any information or data that: (i) is or was independently developed by Buyer or any of its Representatives without the benefit of any Evaluation Material;7 (ii) is or becomes generally available to the public, other than as a result of disclosure by or on behalf of Buyer or any of its Representatives in breach of this Agreement; (iii) is or becomes available to Buyer [on a non-confidential basis]8 from a source other than the Company or any of its Representatives, so long as that source[, to Buyer\u2019s knowledge after reasonable inquiry,]9 is not bound by a legal, contractual or fiduciary obligation of confidentiality to the Company; or (iv) is already in Buyer\u2019s possession at the time of disclosure by or on behalf of the Company or any of its Representatives[ as shown by Buyer\u2019s records immediately prior to the time of disclosure]10 from a source other than the Company or any of its Representatives, so long as that source[, to Buyer\u2019s knowledge after reasonable inquiry,]11 is not bound by a legal, contractual or fiduciary obligation of confidentiality to the Company.\n(c) \u201cincluding\u201d means \u201cincluding, without limitation.\u201d\n(d) \u201cPerson\u201d means any natural person, business, corporation, company, association, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, business enterprise, trust, governmental authority or other legal entity.\n(e) \u201cRepresentatives\u201d means, with respect to any Person, the Affiliates of such Person and any of its and their respective directors, officers, employees, managing members, general partners, attorneys, accountants, investment bankers, financial advisors, consultants and other advisors[, and any actual or potential sources of debt financing for such Person or its Affiliates]12; provided that, for the avoidance of doubt, in no event shall any actual or potential sources of equity financing for Buyer or its Affiliates be considered a \u201cRepresentative\u201d of Buyer for purposes of this Agreement without the prior written consent of the Company.\n2. Confidentiality, Use and Disclosure of Evaluation Material.\n(a) Confidentiality and Use of Evaluation Material. Buyer agrees that Buyer and its Representatives shall (i) use the Evaluation Material solely for the purpose of evaluating, negotiating and consummating the Transaction (or other legal, audit or compliance purposes permitted by this Agreement);13 (ii) except as otherwise permitted by this Section 2, keep all Evaluation Material strictly confidential; and (iii) disclose Evaluation Material only to Representatives of Buyer to whom disclosure is needed to facilitate the evaluation, negotiation and/or consummation of the Transaction. Before Buyer or any of its Representatives provides access to any Evaluation Material to any of its Representatives, Buyer agrees that it or one of its Representatives shall inform such Representative of the provisions of this Agreement and instruct it to comply with the provisions hereof applicable to its Representatives. Buyer shall be liable for any breaches of this Agreement by its Representatives, except for breaches committed by any Representative that is party to either (a) a separate joinder agreement in the form set forth as Exhibit C hereto or (b) a separate mutually acceptable confidentiality agreement between such Representative and the Company with respect to the Evaluation Material.\n(b) Discussions Disclosure. Without the prior written consent of the Company, neither the Buyer nor any of its Representatives shall: (i) make any disclosure to any other Person (other than its Representatives to whom disclosure is needed to facilitate the evaluation, negotiation and/or consummation of the Transaction) of (A) the fact that investigations, discussions or negotiations are taking or have taken place concerning the Transaction, (B) the existence or contents of this Agreement, (C) the fact that Buyer or any of its Representatives has requested or received Evaluation Material, conducted due diligence or attended management meetings or site visits with the Company or any of its Representatives or is otherwise considering the Transaction or (D) any of the terms, conditions or facts relating to the Transaction, including the status thereof; or (ii) make any public statement concerning the Transaction. Without the prior written consent of Buyer, neither the Company nor any of its Representatives shall make any disclosure to any other Person (other than its Representatives) of the fact that Buyer or any of its Representatives has requested or received Evaluation Material, conducted due diligence or attended management meetings or site visits with the Company or any of its Representatives or is otherwise considering the Transaction (other than on an anonymous basis) or any other information that may reasonably be expected to lead to disclosure of Buyer\u2019s identity (any disclosure or statement prohibited by the two preceding sentences being \u201cDiscussions Disclosure\u201d).\n(c) Compulsory Disclosure.\n(i) If Buyer or any of its Representatives or the Company or any of its Representatives (in the case of Discussions Disclosure) is requested or required by interrogatories, requests for information from a governmental, regulatory or supervisory authority, deposition, subpoena or similar legal process to disclose any Evaluation Material or Discussions Disclosure, or disclosure of Evaluation Material or Discussions Disclosure is required [based on the advice of counsel]14 for Buyer or any of its Representatives or the Company or any of its Representatives in order not to be in violation of any applicable law, regulation, order or other similar requirement of any governmental, regulatory or supervisory authority or any applicable listing agreement (collectively, \u201cApplicable Law\u201d and such required disclosing party, the \u201cCompulsory Disclosing Party\u201d), the Compulsory Disclosing Party shall provide the other party with prompt prior written notice thereof, to the extent not prohibited by Applicable Law, so that the other party may seek an appropriate protective order and/or, in the sole discretion of the other party, waive compliance by the Compulsory Disclosing Party with the applicable provisions of this Agreement.\n(ii) If, in the absence of such a protective order or waiver, the Compulsory Disclosing Party is nonetheless legally compelled to disclose any Evaluation Material or Discussions Disclosure [based on the advice of counsel], then the Compulsory Disclosing Party may, without liability under this Agreement, disclose only such portion of the Evaluation Material or make only such Discussions Disclosure as is legally required to be disclosed [based on the advice of counsel]; provided that the Compulsory Disclosing Party agrees to use reasonable efforts, at the other party\u2019s expense, to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment.\n(iii) Notwithstanding the foregoing and for the avoidance of doubt, none of Buyer or any of its Representatives shall be permitted to make any disclosure of Evaluation Material or Discussions Disclosure if Buyer or any of its Representatives has, without the prior written consent of the Company\u2019s board of directors, initiated any proxy contest, tender offer, other effort to enter into a business combination with the Company, or any plan or proposal described in Item 4 of Schedule 13D, or taken any other action in violation of Section 8, that would reasonably be expected to trigger such requirement of disclosure.15\n(iv) The Company acknowledges that Buyer has advised the Company that [Buyer is, and] certain of its Representatives may be, registered investment advisers or regulated financial institutions and thus subject to routine examinations, investigations, regulatory sweeps or other regulatory inquiries. Buyer and its Representatives shall not be required to comply with the process described in paragraphs (i) and (ii) above in respect of disclosures made to a regulatory agency, self-regulatory organization, governmental agency or examiner thereof in the course of any such routine examinations, investigations, sweeps or inquiries, and any such disclosure shall be permitted.\n(d) Disclosure Permitted to Defend Dispute. Notwithstanding the foregoing provisions of this Section 2, Buyer or any of its Representatives and the Company or any of its Representatives (in the case of Discussions Disclosure) may disclose Evaluation Material or Discussions Disclosure to the extent necessary to defend any litigation claim or cause of action brought against it by the other party relating to the Transaction; provided that the disclosing party agrees to use (and to cause its applicable Representatives to use) reasonable efforts, at the other party\u2019s expense, to obtain assurances that any such disclosed Evaluation Material and Discussions Disclosure will be afforded confidential treatment.\n3. [Securities Law Restrictions. 16 Buyer acknowledges that: (a) the Evaluation Material and information that, if disclosed, would constitute Discussions Disclosure may contain material non-public information concerning the Company and its Affiliates; and (b) Buyer is aware of the restrictions imposed by U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, on Persons in possession of material non-public information. Nothing herein shall constitute an admission by either party that any Evaluation Material or other such information in fact contains material non-public information concerning the Company or any of its Affiliates.]17\n4. No Representations or Warranties. Buyer acknowledges and agrees that: (a) no representation or warranty, express or implied, is made by the Company or any of its Representatives as to the accuracy or completeness of any of the Evaluation Material; and (b) Buyer shall be entitled to rely only on those representations and warranties that are expressly set forth in any definitive written agreement that is hereafter executed and delivered by both Buyer or its Affiliate and the Company in connection with the Transaction (a \u201cDefinitive Transaction Agreement\u201d). Except as may be expressly set forth in a Definitive Transaction Agreement, none of the Company or any of its Representatives shall have any liability to Buyer or any of its Representatives on account of the use of any Evaluation Material by Buyer or any of its Representatives or any inaccuracy therein or omission therefrom.\n5. Destruction or Erasure of Evaluation Material. At any time upon the Company\u2019s written request (including by email), Buyer agrees that Buyer and its Representatives shall promptly destroy or erase all Evaluation Material (including any Evaluation Material held electronically) in the possession or control of Buyer or any of its Representatives, and Buyer shall, if requested in writing (including by email) by the Company, certify such destruction or erasure to the Company; provided that (a) neither Buyer nor any of its Representatives shall be required to destroy or erase any electronic copy of any Evaluation Material that is created pursuant to such Person\u2019s standard electronic backup and archival procedures if (x) personnel whose functions are not primarily information technology in nature do not have access to such retained copies and (y) personnel whose functions are primarily information technology in nature have access to such copies only as reasonably necessary for the performance of their information technology duties (e.g., for purposes of system recovery) and [(b) Buyer and its Representatives may each retain (i) one copy of any Evaluation Material to the extent required to defend or maintain any litigation relating to this Agreement or the Evaluation Material, or to comply with its established document retention policies and (ii) such copies of the Evaluation Material to the extent required to comply with requirements of Applicable Law.]18 All such Evaluation Material retained in accordance with the foregoing proviso shall continue to be subject to Section 2 [for so long as any Evaluation Material is so retained].19\n6. Communications Regarding the Transaction. Buyer agrees that all communications by it or any of its Representatives with the other Party concerning the Transaction and its due diligence investigation (including requests for additional Evaluation Material, meetings with management and site visits) shall be directed solely to [___________________], except as may otherwise be approved in advance and in writing (including by email) by the Company. Buyer agrees that neither Buyer nor any of its Representatives will contact or communicate with any of the directors, officers, employees, customers, suppliers, distributors, licensees, licensors and clients of the Company, and other persons, including governmental agencies, having business relations with the Company, regarding the Company or the Transaction, in each case except to the extent such contacts and communications are (i) made in the ordinary course of business of Buyer or the applicable Representatives and are unrelated to the Transaction and the evaluation of the Transaction conducted by Buyer and its Representatives or (ii) approved in advance and in writing (including by email) by the Company.20\n7. [No Solicitation or Hiring. Buyer agrees that, except with the prior written consent of the Company, it will not, and it will not permit any of its controlled Affiliates to, directly or indirectly, solicit for employment or hire any [employees/officers/senior management of the Company [first introduced to Buyer or any of its controlled Affiliates in connection with the evaluation of the Transaction][that first become known to Buyer or any of its controlled Affiliates in connection with Buyer\u2019s evaluation of the Transaction][listed on Exhibit A]] for a period of [___] year[s] after the date of this Agreement; provided that this Section 7 shall not restrict Buyer or any of its controlled Affiliates from (i) making any general solicitation for employment that is not specifically directed at any such Persons, including through use of a recruiting website or employment search firm (so long as the firm is not instructed to solicit such Persons) or from hiring any Person as a result thereof or (ii) soliciting or hiring any such Person who [has left the employment of the Company][was terminated by the Company] at least [___] months prior to such solicitation or being hired.21\n8. [Standstill. Unless approved in advance in writing by the board of directors of the Company, Buyer agrees that neither Buyer nor any of its Representatives acting on behalf of or in concert with Buyer in this regard will, for a period of [___] year[s] after the date of this Agreement (the \u201cStandstill Period\u201d)22, directly or indirectly:\n(a) make any statement or proposal to the board of directors of the Company, any of the Company\u2019s Representatives or any of the Company\u2019s stockholders regarding, or make any public announcement, proposal or offer (including any \u201csolicitation\u201d of \u201cproxies\u201d as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (iii) any acquisition23 (or proposal or agreement to acquire), of record or beneficially, by purchase or otherwise, any [loans, debt securities,] equity securities or assets of the Company, or rights or options to acquire interests in, or any swap or other arrangement that results in the economic consequences of ownership of, the Company\u2019s [loans, debt securities,] equity securities or assets, except that Buyer may beneficially own up to [___]% [of each class] [in the aggregate] of the Company\u2019s outstanding [loans, debt securities and] equity securities and may own an amount in excess of such percentage solely to the extent resulting exclusively from actions taken by the Company (e.g., a repurchase of securities by the Company), (iv) any proposal to seek representation on the board of directors of the Company or otherwise control or influence the management, board of directors or policies of the Company, (v) any request or proposal to waive, terminate or amend the provisions of this Agreement24 or (vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 8(a);\n(b) instigate, encourage or assist any third party (including forming a \u201cgroup\u201d (as such term is used under the Exchange Act) with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in clause (a) above; or\n(c) take any action which would reasonably be expected to require the Company or any of its Affiliates to make a public announcement regarding any of the actions set forth in clause (a) above.\n[As of the date of this Agreement, the amount of [TYPE OF SECURITIES/LOANS] of the Company beneficially owned by Buyer and each of its Affiliates is as set forth opposite the name of such Person under the heading \u201cAmount Beneficially Owned\u201d [with respect to each such [security] [loan]] on Exhibit B.]\n(d) [Notwithstanding the foregoing provisions of this Section 8:\n(i) the restrictions set forth in this Section 8 shall terminate and be of no further force and effect if the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, or otherwise has recommended that the Company\u2019s stockholders accept or approve, a transaction involving the acquisition by any Person or \u201cgroup\u201d of beneficial ownership of all or a controlling portion of the Company\u2019s equity securities or all or substantially all of the Companies\u2019 assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise);]25\n(ii) nothing in this Section 8 shall restrict Buyer or any of its Representatives from making any proposal regarding a possible Transaction directly to the board of directors of the Company on a confidential basis if such proposal does not require the Company to make a public announcement regarding this Agreement, a possible Transaction or any of the matters described in this Section 8; and\n(iii) Buyer and its Representatives may purchase goods or services of the Company or submit proposals for the purchase or sale of goods or services to or otherwise deal with the Company in the ordinary course of business.]\n9. Remedies. Each party agrees that money damages would not be a sufficient remedy for a breach or a threatened breach of this Agreement and that each party shall be entitled to specific performance and injunctive or other equitable relief, without the posting of a bond or other security, as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity.26 Such injunctive or other equitable relief shall be available without the obligation to prove any damages underlying such breach or threatened breach. [In the event of any legal proceedings for the enforcement of this Agreement, the reasonable costs and expenses incurred by the prevailing party and its Representatives as determined by a final, non-appealable judgment of a court of competent jurisdiction in connection with such proceedings, including attorney fees and disbursements, shall be reimbursed by the non-prevailing party.]\n10. No Waiver of Privilege. To the extent that any Evaluation Material includes materials subject to the attorney-client privilege, such disclosure is inadvertent and the Company is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Evaluation Material (including Evaluation Material related to pending or threatened litigation) to Buyer or any of its Representatives.\n11. Residual Knowledge. The parties acknowledge and agree that Representatives of Buyer who have received or have been exposed to Evaluation Material may further develop their general knowledge, skills and experience (including general ideas, concepts, know-how and techniques), which may be based in whole or in part on such Evaluation Material. Notwithstanding anything in this Agreement to the contrary, the subsequent use by such Representative of such general knowledge, skills and experience, as retained in their unaided memories, will not in itself constitute a breach of this Agreement.27\n12. Term. Except for Sections 13(i) (Governing Law; Forum), 13(j) (WAIVER OF JURY TRIAL) and 13(k) (Conflict Waiver), which shall be binding in perpetuity or until the latest date permitted by Applicable Law, [the last sentence of Section 5]28 and Sections 7 and 8 which shall survive in accordance with their respective terms, this Agreement shall expire upon the date that is [___] year[s] after the date of this Agreement.29\n13. Miscellaneous.30\n27 Disclosing parties may choose not to include this provision in a first draft.\n(a) Entire Agreement. This Agreement contains the sole and entire agreement between the parties with respect to the matters set forth herein.\n(b) Data Site Provision. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which Buyer or any of its Representatives is granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except in accordance with Section 13(f).\n(c) Ownership of Evaluation Material; No License. All Evaluation Material is and shall remain property of the Company. Buyer acknowledges and agrees that none of the Company nor any of its Representatives grants any license to or other property right or interest in, by implication or otherwise, any copyright, patent, trademark, mask work, database or other intellectual or intangible property or proprietary information disclosed, embodied, fixed, comprised or contained in any Evaluation Material.\n(d) No Financing Exclusivity. Buyer hereby represents and warrants that it is not party to any agreement, arrangement or understanding (whether written or oral) that would restrict the ability of any other person to provide financing (debt, equity or otherwise) to any other person for the Transaction or any similar transaction, and Buyer hereby agrees that it will not directly or indirectly restrict the ability of any other person to provide any such financing.\n(e) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party. Any purported assignment without such consent shall be void and unenforceable.\n(f) Amendment and Waiver. This Agreement may be amended or modified only by a separate written instrument duly signed and delivered by or on behalf of both Buyer and the Company. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n(g) Severability. The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement, unless the enforcement of such other provision in such circumstances would be inequitable.\n(h) No Obligation to Complete a Transaction. This Agreement is not intended to, and does not, constitute an agreement or impose any obligation on either party to (i) consummate a Transaction, (ii) conduct or continue discussions or negotiations concerning a Transaction, (iii) enter into a joint venture or other business relationship of any kind or (iv) enter into or negotiate a Definitive Transaction Agreement. Except with respect to the matters specifically set forth herein, neither party shall have any rights or obligations of any kind whatsoever with respect to a Transaction by virtue of this Agreement or any other written or oral expression by the parties or their respective Representatives unless and until a Definitive Transaction Agreement is executed and delivered. Buyer acknowledges that the Company reserves the right to (A) provide or not provide Evaluation Material to, and request the destruction or erasure of Evaluation Material by, Buyer or any of its Representatives, (B) reject any proposals made by Buyer or any of its Representatives, (C) terminate discussions or negotiations with Buyer or any of its Representatives and (D) engage in discussions and/or negotiations, and to enter into any agreement, with any other Person, in each case in the Company\u2019s sole discretion, without notice to Buyer or any of its Representatives, at any time and for any reason or no reason. Buyer shall not have any claim or cause of action against the Company or any of its Representatives in respect of the foregoing, except as specifically set forth in any Definitive Transaction Agreement, if any, that is hereafter executed.\n(i) Governing Law; Forum. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of [New York]31 without regard to the principles of conflicts of laws in any jurisdiction. Each party consents and submits to the exclusive jurisdiction of the courts of the [State of New York located in the Borough of Manhattan in New York City and the courts of the United States located in the Borough of Manhattan in New York City in the State of New York] for the adjudication of any action or legal proceeding relating to or arising out of this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action or legal proceeding relating thereto except in any such court). Each party hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue in such courts and agrees not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been brought in an inconvenient forum. Each party hereby agrees that service of any process, summons, notice or document by U.S. certified mail addressed to such party at the address set forth above (or such other address as notified by either party to the other party in writing) shall be effective service of process for any such suit, action or proceeding brought against such party in any such court. Each party hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon such judgment.\n(j) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.\n(k) Conflict Waiver. This Agreement also constitutes notice to Buyer that the Company has engaged [LAW FIRM] as its legal counsel in connection with the Transaction, and Buyer hereby (i) consents to the continued representation of the Company by [LAW FIRM] in connection with the Transaction notwithstanding the fact that [LAW FIRM] may have represented, and may currently or in the future represent, Buyer and/or any of its Affiliates with respect to unrelated matters and (ii) waives any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to [LAW FIRM] that may arise from its representation of the Company in connection with the Transaction, including but not limited to representing the Company against Buyer and/or any of its Affiliates (or any Person acting on behalf of or in concert with Buyer or any such Affiliates who receives Evaluation Material from Buyer and/or its Representatives) in litigation, arbitration or mediation in connection therewith. In addition, Buyer hereby acknowledges that its consent and waiver under this Section 13(k) is voluntary and informed, and that Buyer has obtained independent legal advice with respect to this consent and waiver. If Buyer has any questions regarding this Section 13(k), please contact [NAME] at [LAW FIRM] at [PHONE NUMBER] or [EMAIL ADDRESS]. Each party hereto agrees that [LAW FIRM] is an express third party beneficiary of this Section 13(k).\n(l) Counterparts. 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"https://www.nycbar.org/pdf/report/New_York_City_Bar_Association_Model_Form_of_Non-Disclosure_Agreement_2015.pdf" - }, - { - "id": 250, - "file_name": "Non Disclosure Agreement - CP Specific NDA (CreativeNDA-CPS121.1014).pdf", - "text": "THIS NON DISCLOSURE AGREEMENT is made on ______ day of ________________ , _____ year (the \u201cAgreement\u201d)\nBY and BETWEEN:\n(1) CREATIVE PULTRUSIONS INC, incorporated and registered in Delaware file number 4610094 whose registered office is at 214 Industrial Lane, Alum Bank, PA 15521 (\u201cCP\u201d); and\n(2) _____________________ incorporated and registered in ____________________whose registered office is at _________________________________________________________ (the \u201cCompany\u201d).\nHereinafter, individually referred to as a \u201cParty\u201d and together, as the \u201cParties\u201d to this Agreement.\nRECITALS\n(A) Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose (as respectively defined below).\n(B) Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information.\n(C) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.\nNOW THE PARTIES HEREBY AGREE AS FOLLOWS:\n1 Definitions and Interpretation\n1.1 The following definitions in this Clause 1 apply in this Agreement as follows:\n\u201cBusiness Day\u201d means a day (other than a Saturday, Sunday or public holiday) when banks are open for business.\n\u201cConfidential Information:\u201d means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; any information that would be regarded as confidential by a reasonable business person relating to:\n(a) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group;\n(b) the operations, processes, product information, know-how, designs, specifications, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; and\n(c) any information or analysis derived from Confidential Information;\nbut not including any information:\n(a) that is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information);\n(b) was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party;\n(c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient;\n(d) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party;\n(e) the Parties agree in writing is not confidential or may be disclosed; and/or\n(f) is developed by or for the Recipient independently of the information disclosed by the Disclosing Party.\n\u201cDisclosing Party:\u201d means a Party to this Agreement which discloses or makes available directly or indirectly, Confidential Information.\n\u201cGroup\u201d: means, in relation to a company, that company, each and any subsidiary or holding company from time to time of that company and each and any subsidiary from time to time of a holding company of that company.\n\u201cHolding Company\u201d and \u201cSubsidiary\u201d mean a \"holding company\" and \"subsidiary\" of the Recipient or Disclosing Party respectively.\n\u201cPurpose\u201d: means the exchange of Confidential Information, trade secrets, know-how and samples in order to evaluate and pursue the objective of one or more potential business arrangements with respect to CP\u2019s potential supply the Company of pultruded materials of designs that are proprietary to the Company ____________________________________________________________________.\n\u201cRecipient\u201d: means a Party to this Agreement which receives or obtains directly or indirectly Confidential Information.\n\u201cRepresentative\u201d: means employees, agents, officers, advisers and other representatives of the Recipient.\n1.2 In this Agreement, the following rules of interpretation apply:\n(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);\n(b) a references to a party includes its personal representatives, successors or permitted assigns;\n(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;\n(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;\n(e) a reference to writing or written includes faxes; and\n(f) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders\n2. Obligations of Confidentiality\n2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:\n(a) not use or exploit the Confidential Information in any way except for the Purpose;\n(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;\n(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);\n(d) keep separate the Confidential Information from all documents and other records of the Recipient;\n(e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and\n(f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information.\n2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:\n(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;\n(b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and\n(c) it keeps a written record of these Representatives; and\n(d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.\n2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.\n2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.\n2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.\n2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.\n2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.\n3 Return of Information\n3.1 At the request of the Disclosing Party, the Recipient shall:\n(a) destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;\n(b) save in relation to its backup email systems, erase all the Disclosing Party's Confidential Information from its computer systems or which is stored in electronic form; and\n(c) certify in writing to the Disclosing Party that it has complied with the requirements of this Clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this Agreement. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient.\n3.2 If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.\n4 Reservation of Rights and Acknowledgement\n4.1 All Confidential Information shall remain the property of the Disclosing Party. Each Party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party's Confidential Information are granted to the other Party and no obligations are imposed on the Disclosing Party other than those expressly stated in this Agreement. Any background intellectual property rights subsisting in any information provided by either Party to the other shall remain vested in the Disclosing Party and the Disclosing Party shall grant to the Recipient a non-exclusive, worldwide, royalty free, revocable licence to use such background Intellectual Property Rights solely for the period of this Agreement and for the Purpose only. Any foreground intellectual property rights generated by CP in respect of the Purpose shall vest in CP absolutely and the Company shall acquire no interest, right or title in respect of the same.\n4.2 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.\n4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose, or the development or supply of any product or service to which the Confidential Information relates.\n4.4 The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.\n5. Warranty and Indemnity\n5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.\n5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.\n6. Term and Termination\n6.1 The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of 2 years from the date of this Agreement.\n6.2 If either Party decides not to become, or continue to be involved in the Purpose with the other Party it shall notify the other Party in writing immediately.\n6.3 Termination of this Agreement shall not affect any accrued rights or remedies to which either Party is entitled.\n7 Entire Agreement\n7.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.\n7.2 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.\n8. Severance\nIf any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.\n9. No Waiver\n9.1 Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.\n9.2 No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n9.3 A Party that waives a right or remedy provided under this Agreement or by law in relation to another Party, or takes or fails to take any action against that Party, does not affect its rights in relation to any other Party.\n10. Assignment\nExcept as otherwise provided in this Agreement, no Party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement or any document referred to in it.\n11. Notices\n11.1 Any notice or other communication required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each Party required to receive the notice or communication at its address as set out below:\nCP: Shane E. Weyant, 214 Industrial Lane, Alum Bank, PA 15521\nCompany: _______________________________________________________________________ or as otherwise specified by the relevant Party by notice in writing to each other Party.\n11.2 Any notice or other communication shall be deemed to have been duly received:\n(a) if delivered personally, when left at the address and for the contact referred to in clause 11.1; or (b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or\n(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.\n11.3 A notice or other communication required to be given under this Agreement shall not be validly given if sent by e-mail.\n12. No Partnership or Agency\nNothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.\n13. No Relationship of Employer and Employee\nNothing in this Agreement is intended to, or shall be deemed to, establish any relationship of employer and employee between the Parties.\n14. Third Party Rights\nA person who is not a Party to this Agreement shall not have any rights to enforce its terms as though it were a Party to it.\n15. Variation\nExcept as set out in this Agreement, no variation of this Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by both Parties.\n16. Governing Law and Jurisdiction\nThis Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the state of Delaware, of the United States of America, without regard to conflict of law rules thereof. The Parties irrevocably agree that the Courts of Delaware shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).\nThis Agreement has been entered into on the date stated at the beginning of it.\n.......................................\nSigned by Shane E. 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"spans": [ - 20, - 24, - 27 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 37, - 57 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 49, - 50 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.creativepultrusions.com/index.cfm/group-policy/non-disclosure-agreement/" - }, - { - "id": 251, - "file_name": "Non-Discl_Reciprocal_2.pdf", - "text": "Reciprocal Confidential Non-Disclosure Agreement\nBETWEEN: ____________________________, of ________________________(\"the First Party\").\nAND: _____________________________, of ____________________________ (\"the Second Party\").\nThe First Party and the Second Party (collectively \"the Parties\"; individually a \"Party\") have agreed to exchange oral and written proprietary, financial, operating and other information concerning themselves and/or certain of their operating divisions and/or certain of their subsidiaries, including confidential information which has not been generally disclosed to the public. The Parties wish to use such information in connection with evaluating possible business transactions with each other (individually, a \"Transaction\").\nDEFINITIONS:\nAll information, concerning the business of the other Party, hereafter in the possession of either of the Parties, or their respective directors, officers, employees, agents or representatives, including, without limitation, lawyers, accountants, consultants and financial advisors (collectively, \"Representatives\") and except as noted hereinafter is considered to be \"Confidential Information\".\nFurthermore, any specific product or venture ideas, know-how, or concepts which may be discussed are deemed to be Confidential Information, provided that, (i) if in written or electronic form, they are clearly marked \"Confidential\", or (ii) if otherwise uttered, they are at least verbally noted to the recipient Party by the disclosing Party at the general time of disclosure as being confidential, and that subsequently they are noted in writing within 7 calendar days of the time of disclosure to the recipient Party by the disclosing Party as being a confidential topic.\nThe following information is excluded from being considered Confidential Information:\n(i) Information which, at the time of disclosure, is in the public domain, or information which subsequently becomes part of the public domain, by means other than breach of this Agreement.\n(ii) Information which the receiving Party obtains from a third party having a lawful right to disclose said information\n(iii) Information which can be shown by competent written evidence to have been developed by the receiving Party independently of said disclosure.\n(iv) Information which is required to be disclosed to any third party by reason of an applicable law, or by the decision of any court or tribunal having competent jurisdiction, and provided that written and reasonable prior notice has been given to the disclosing Party.\nIT IS HEREBY AGREED:\n1. The Parties will not, and will direct their respective representatives and associates not to, disclose to any other person that the Confidential Information has been made available to them, that discussions or negotiations are taking place concerning a potential Transaction or any of the terms, conditions or other facts with respect to any such Transaction. The term \"person\" used in this Agreement shall be broadly interpreted to include, without limitation, any individual, corporation, company, group partnership or other entity.\n2. The Parties will (and shall ensure that their respective Representatives will) keep the Confidential Information confidential and will not, without the prior written consent of the other Party, disclose any Confidential Information in any manner whatsoever, in whole or in part, and will not use Confidential Information, directly or indirectly, for other than evaluating a possible Transaction. The Parties shall make all reasonable, necessary or appropriate efforts to safeguard the Confidential Information from disclosure to anyone other than as permitted hereby.\n3. Information or concepts which are discussed by either Party as an extrapolation of the Confidential Information disclosed are the property of the topic's disclosing Party. For greater clarity, the discussion or invention of an extension to Confidential Information does not give the uttering Party intellectual property rights to that aspect of the topic unless the related Confidential Information is theirs.\n4. If either of the Parties determines that it does not wish to be involved in a Transaction, it will promptly advise the other Party of that fact, and if requested, each Party will promptly return to the other Party all documents furnished hereunder to it or its respective Representatives.\n5. Each Party acknowledges and agrees that the other Party would not have an adequate remedy at law and would be irreparably harmed if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that either Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof in addition to any other remedy to which it may be entitled at law or in equity.\n6. No failures or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder.\nTERMINATION:\nThe obligations stipulated by this agreement shall continue in force for _____ years from the date of signing, unless otherwise extended or superceded by mutual agreement.\nGOVERNANCE:\nThis agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada.\nUnderstood and agreed to by:\n________________________________________ __________________________\nAuthorized Representative of the First Party. Date\n________________________________________ __________________________\nAuthorized Representative of the Second Party. Date\nMinutes of Confidential Information Disclosures.\nDated: _____________________________, at ___________________________. During a\nmeeting between\n_________________________________ of ______________________________, and\n_________________________________ of ______________________________, and\n_________________________________ of ______________________________, being either\nParties or representatives of Parties who are subject to a Reciprocal Non-disclosure Agreement,\nthe following topics were claimed to be \"Confidential Information\".\n", - "spans": [ - [ - 0, - 39 - ], - [ - 39, - 48 - ], - [ - 49, - 58 - ], - [ - 58, - 91 - ], - [ - 91, - 135 - ], - [ - 136, - 141 - ], - [ - 141, - 172 - ], - [ - 172, - 175 - ], - [ - 175, - 225 - ], - [ - 226, - 606 - ], - [ - 606, - 756 - ], - [ - 757, - 769 - ], - [ - 770, - 1165 - ], - [ - 1166, - 1321 - ], - [ - 1321, - 1402 - ], - [ - 1402, - 1740 - ], - [ - 1741, - 1826 - ], - [ - 1827, - 2016 - ], - [ - 2017, - 2137 - ], - [ - 2138, - 2284 - ], - [ - 2285, - 2555 - ], - [ - 2556, - 2576 - ], - [ - 2577, - 2940 - ], - [ - 2940, - 3114 - ], - [ - 3115, - 3514 - ], - [ - 3514, - 3685 - ], - [ - 3686, - 3861 - ], - [ - 3861, - 4098 - ], - [ - 4099, - 4390 - ], - [ - 4391, - 4653 - ], - [ - 4653, - 4919 - ], - [ - 4920, - 5189 - ], - [ - 5190, - 5202 - ], - [ - 5203, - 5374 - ], - [ - 5375, - 5386 - ], - [ - 5387, - 5497 - ], - [ - 5498, - 5526 - ], - [ - 5527, - 5568 - ], - [ - 5568, - 5594 - ], - [ - 5595, - 5641 - ], - [ - 5641, - 5645 - ], - [ - 5646, - 5687 - ], - [ - 5687, - 5713 - ], - [ - 5714, - 5761 - ], - [ - 5761, - 5765 - ], - [ - 5766, - 5814 - ], - [ - 5815, - 5822 - ], - [ - 5822, - 5856 - ], - [ - 5856, - 5885 - ], - [ - 5885, - 5893 - ], - [ - 5894, - 5909 - ], - [ - 5910, - 5944 - ], - [ - 5944, - 5947 - ], - [ - 5947, - 5982 - ], - [ - 5983, - 6017 - ], - [ - 6017, - 6020 - ], - [ - 6020, - 6055 - ], - [ - 6056, - 6090 - ], - [ - 6090, - 6093 - ], - [ - 6093, - 6137 - ], - [ - 6138, - 6233 - ], - [ - 6234, - 6301 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 13, - 14, - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13, - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 18 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.sparkinnovations.com/wp-content/uploads/2015/06/Non-Discl_Reciprocal_2.pdf" - }, - { - "id": 252, - "file_name": "Non-Disclosure-Agreement-1.pdf", - "text": "NON DISCLOSURE AGREEMENT\n1. Confidentiality\nI. Supplier agrees to keep strictly confidential all documents, records, correspondence and transactions in any form concerning the operation or business of Vedrova, Group TP&H or its customers.\nII. Supplier shall not disclose or use any confidential information, unless and to the extent:\na) Such matter is at that time in the public domain\nb) If it is compelled by any governmental or judicial authority to disclose any such information; or\nc) It is required to disclose or use such information, to the extent necessary to provide the services.\nIII. Supplier will refrain from any operational and commercial contact with Vedrova\u2019 s customers. Supplier will respect Vedrova\u2019 s commercial interests with these customers and will not approach any of Vedrova\u2019 s customers with the purpose to directly or indirectly offer and provide logistic services, which are in scope of this Agreement or part of the services Vedrova provides to these customers.\nIV. Without limitation to clause I., Vedrova\u2019 s confidential information includes any and all of its customer information, supplier information, internal processes, standard operating procedures, strategies, business information and rates.\n2. Ownership\nSupplier acknowledges Vedrova\u2019 s ownership in all confidential information, and its marks, names, data, systems and processes and supplier acquires no rights in any of these.\n3. General terms\nI. Any additions or modifications to the agreement are only binding if made in writing and signed on behalf of both parties.\nII. Any notices given by either party under this agreement shall be addressed to the individuals who sign this agreement, or other individuals agreed in writing by the parties.\nIII. This agreement contains the entire understanding between the parties regarding the use and disclosure of confidential information.\nIV. The terms of this agreement shall continue without limitation of time.\nV. The parties agree that damages may not be an adequate remedy for any breach of this agreement by supplier. Supplier shall indemnify Vedrova against any claim, loss, damage or cost arising out of any breach of this agreement or other mis-use or unlawful disclosure of any confidential information. Vedrova is entitled to equitable or injunction relief.\n4. Group clause\nThe provisions in this agreement applicable to Vedrova are also applicable to the Group TP&H, and any confidential information of the Group TP&H. Group TP&H means Vedrova and any other company or entity which is directly or indirectly owned or controlled by Group TP&H, and including any direct or indirect affiliate, subsidiary, joint venture or sub-contractor of customer or any such company or entity.\n5. Governing law and dispute resolution\nI. This agreement is subject to Belgian law\nII. The parties shall attempt, in an amicable manner, to settle any dispute which may arise under this agreement. If any such dispute cannot be resolved by negotiation, it shall as far as legally permissible and in compliance with statutory provisions, referred to the exclusive jurisdiction of the court in Antwerp.\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 43 - ], - [ - 44, - 238 - ], - [ - 239, - 333 - ], - [ - 334, - 385 - ], - [ - 386, - 486 - ], - [ - 487, - 590 - ], - [ - 591, - 689 - ], - [ - 689, - 991 - ], - [ - 992, - 1231 - ], - [ - 1232, - 1244 - ], - [ - 1245, - 1419 - ], - [ - 1420, - 1436 - ], - [ - 1437, - 1561 - ], - [ - 1562, - 1738 - ], - [ - 1739, - 1874 - ], - [ - 1875, - 1949 - ], - [ - 1950, - 2060 - ], - [ - 2060, - 2250 - ], - [ - 2250, - 2304 - ], - [ - 2305, - 2320 - ], - [ - 2321, - 2467 - ], - [ - 2467, - 2725 - ], - [ - 2726, - 2765 - ], - [ - 2766, - 2809 - ], - [ - 2810, - 2924 - ], - [ - 2924, - 3126 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2, - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 3, - 6 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.vedrova.be/wp-content/uploads/2017/02/Non-Disclosure-Agreement-1.pdf" - }, - { - "id": 253, - "file_name": "Non-Disclosure-Agreement-9-1-2018.pdf", - "text": "EICA \u201cNon-Disclosure Agreement\u201d\nWHEREAS, Electrical Industry Certifications Association (EICA) wishes to protect its Con\ufb01dential Information, as de\ufb01ned below, against any unauthorized use and any unauthorized or uncontrolled disclosure.\nNOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and suf\ufb01ciency of which is acknowledged, EICA and signee agree as follows:\nA. As used throughout this Agreement, the term \u201cCon\ufb01dential Information\u201d means information not generally known to third parties and which is proprietary to EICA including information about EICA\u2019s proprietary test items and item bank questions used for EICA\u2019s certification programs, test scoring criteria for written and practical exams and other business affairs of EICA relating to the management, development, and administration of certification programs and exams. All information, oral or written, of EICA that is disclosed to Signee or to which Signee obtains access, whether originated by Signee or by the discloser or others, shall be presumed to be Con\ufb01dential Information.\nB. As used throughout this Agreement, the acronym \u201cEICA\u201d means the Electrical Industry Certifications Association.\nC. It is understood that unauthorized disclosure or use, whether intentional or unintentional, of any of the Con\ufb01dential Information would be detrimental to EICA and could seriously affect the fairness of EICA\u2019s certification programs and certification exams. Accordingly, Signee agrees:\n1. Not to use any of the Con\ufb01dential Information for any purpose other than for or in connection with the Authorized Purpose.\n2. To maintain all of the Con\ufb01dential Information in con\ufb01dence and not to disclose any portion of the Con\ufb01dential Information to any person or entity not authorized hereunder without the prior written consent of EICA.\n3. That, upon EICA\u2019s request, all records, any compositions, articles, documents and other items which contain, disclose and/or embody any Con\ufb01dential Information (including, without limitation, all copies, reproductions, summaries and notes of the contents thereof), regardless of the person causing the same to be in such form, shall be returned to EICA or destroyed by Signee, and Signee will certify that the provisions of this paragraph have been complied with.\nD. The obligations pursuant to Section C above shall not apply to information which:\n1. Is or becomes a part of the public domain through no act or omission of Signee;\n2. Can be shown to be already possessed by Signee as of the date of disclosure;\n3. Shall be made available to Signee on a non---con\ufb01dential basis by a third party having a right to do so;\n4. Is disclosed by order of a court of competent jurisdiction; or\n5. EICA authorizes, in writing, for release.\nE. In the event that Signee or its representatives receives a request to disclose all or any part of the Con\ufb01dential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the receiving party agrees to:\n1. Immediately notify EICA of the existence, terms and circumstances surrounding such a request, so that EICA may seek an appropriate protective order and/or waive Signee\u2019s compliance with the provisions of this Agreement; and\n2. If disclosure of the Con\ufb01dential Information is required in the opinion of Signee\u2019s counsel, to the extent possible cooperate with EICA in obtaining reliable assurances that con\ufb01dential treatment will be accorded to the disclosed Con\ufb01dential Information.\nF. The parties acknowledge that the Con\ufb01dential Information is the property of EICA, and the disclosure of the Con\ufb01dential Information to Signee does not convey any right, title or license in the Con\ufb01dential Information to Signee. Signee shall not appropriate the Con\ufb01dential Information to Signee\u2019s own use or to the use of any third party and shall only use the Con\ufb01dential Information for the exclusive bene\ufb01t of EICA except to the extent otherwise authorized in writing by EICA.\nG. It is further understood and agreed that no failure or delay by EICA in exercising any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement.\nH. The termination of the discussions or relationship between the parties shall not relieve Signee or its employees, agents or af\ufb01liates of the obligations of nonuse or nondisclosure under this Agreement or the obligation to return or destroy certain materials.\nI. The parties agree that money damages would not be suf\ufb01cient remedy for any breach of this Agreement, and the non---breaching party shall be entitled to enforce this Agreement by injunctive and other available relief, including without limitation speci\ufb01c performance.\nJ. This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Utah. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of the receiving party and rights of the disclosing party expressed in this Agreement shall be in addition to, and not in limitation of, those provided by applicable law. This Agreement may be modi\ufb01ed or waived only by a separate writing by Signee and EICA expressly so modifying or waiving such. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. References to EICA and Signee shall be deemed to include each of their af\ufb01liates, if any. Any disputes arising out of this Agreement shall be adjudicated in federal or state district court in the State of Utah and each party hereby consents to the jurisdiction of such court. This Agreement shall be binding upon the parties and their successors and assigns.\nIN WITNESS WHEREOF, the parties acknowledge their agreement to the foregoing as of the date \ufb01rst set forth above by execution of the Agreement by their respective authorized representatives.\nElectrical Industry Certifications Association Signee\nBy (signature) By (Signature)\nPrinted Name Printed Name\nTitle Title\nDate Date\nEICA Non-Disclosure Agreement /2018 2\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 236 - ], - [ - 237, - 455 - ], - [ - 456, - 925 - ], - [ - 925, - 1138 - ], - [ - 1139, - 1253 - ], - [ - 1254, - 1514 - ], - [ - 1514, - 1541 - ], - [ - 1542, - 1667 - ], - [ - 1668, - 1885 - ], - [ - 1886, - 2352 - ], - [ - 2353, - 2437 - ], - [ - 2438, - 2520 - ], - [ - 2521, - 2600 - ], - [ - 2601, - 2708 - ], - [ - 2709, - 2774 - ], - [ - 2775, - 2819 - ], - [ - 2820, - 3109 - ], - [ - 3110, - 3336 - ], - [ - 3337, - 3594 - ], - [ - 3595, - 3826 - ], - [ - 3826, - 4077 - ], - [ - 4078, - 4392 - ], - [ - 4393, - 4654 - ], - [ - 4655, - 4924 - ], - [ - 4925, - 5056 - ], - [ - 5056, - 5464 - ], - [ - 5464, - 5651 - ], - [ - 5651, - 5777 - ], - [ - 5777, - 5934 - ], - [ - 5934, - 6024 - ], - [ - 6024, - 6210 - ], - [ - 6210, - 6292 - ], - [ - 6293, - 6483 - ], - [ - 6484, - 6537 - ], - [ - 6538, - 6553 - ], - [ - 6553, - 6567 - ], - [ - 6568, - 6593 - ], - [ - 6594, - 6605 - ], - [ - 6606, - 6615 - ], - [ - 6616, - 6653 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.eica-us.org/wp-content/uploads/2018/10/Non-Disclosure-Agreement-9-1-2018.pdf" - }, - { - "id": 254, - "file_name": "Non-Disclosure-Agreement_10.pdf", - "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nAgreement dated , between PCA Technology Limited (the \u201cCompany\u201d), and (the \u201cProspective Vendor\u201d) of (address) .\n1. Background. The Company and the Prospective Vendor intend to engage discussions and negotiations concerning supplying products or services by the Prospective Vendor to the Company. In the course of such discussions and negotiations, it is anticipated that the Company may disclose or deliver to the Prospective Vendor certain of the company\u2019s trade secrets or confidential or proprietary information for the purpose of enabling the Prospective Vendor to evaluate the desirability of becoming a supplier. The Company and the Prospective Vendor have entered into this Agreement in order to assure the confidentiality of such trade secrets and confidential or proprietary information in accordance with the terms of this Agreement.\n2. Proprietary Information. As used in this Agreement, the term \u201cProprietary Information\u201d shall mean all trade secrets or confidential or proprietary information designated as such in writing by the Company whether by letter or by the use of an appropriate proprietary stamp or legend, prior to or at the time any such trade secret or confidential or proprietary information is disclosed by the Company to the Prospective Vendor. Notwithstanding the foregoing, information which is orally or visually disclosed to the Prospective Vendor by the Company, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Proprietary Information if it would be apparent to a reasonable person, familiar with the Company\u2019s business and the industry in which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the Company.\n3. Disclosure of Proprietary Information. The Prospective Vendor shall hold in confidence, and shall not disclose to any person or entity, any Proprietary Information. The Prospective Vendor shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for his own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Prospective Vendor shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Prospective Vendor shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Prospective Vendor will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation.\n4. Limitation on Obligations. The obligations of the Prospective Vendor specified in Section 3 above shall not apply, and the Prospective Vendor shall have no further obligations, with respect to any Proprietary Information to the extent Prospective Vendor can demonstrate, by clear and convincing evidence, that such Proprietary Information.\n(a) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the Prospective Vendor;\n(b) is in the Prospective Vendor\u2019s possession at the time of disclosure otherwise than as a result of Prospective Vendor\u2019s breach of any legal obligation;\n(c) becomes known to the Prospective Vendor through disclosure by sources other than the Company having the legal right to disclose such Proprietary Information;\n(d) is independently developed by the Prospective Vendor without reference to or reliance upon the Proprietary Information; or\n(e) is required to be disclosed by the Prospective Vendor to comply with applicable laws or government regulations, provided that the Prospective Vendor provides prior written notice of such disclosure to the Company and takes reasonable and lawful actions to avoid and / or minimize the extent of such disclosure.\n5. Ownership of Proprietary Information. The Prospective Vendor agrees that the Company is and shall remain the exclusive owner of the Proprietary Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Prospective Vendor is granted or implied under this Agreement.\n6. Return of Documents. The Prospective Vendor shall, upon the termination of this Agreement or at the request of the Company, promptly destroy or return to the Company all drawings, documents and other tangible manifestations of Proprietary Information received by the Prospective vendor pursuant to this Agreement (and all copies and reproductions thereof).\n7. Miscellaneous\n(a) This Agreement supersedes all prior agreements, written or oral, between the Company and the Prospective Vendor relating to the subject matter of this Agreement. This Agreement may not be modified, amended or discharged, in whole or in part, except by an agreement in writing signed by the Company and the Prospective Vendor.\n(b) This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.\n(c) This Agreement shall be construed and interpreted in accordance with the laws of the Republic of Singapore.\n(d) The provisions of this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Prospective Vendor to be reasonable for such purpose. The Prospective Vendor agrees that any breach of this Agreement will cause the Company substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, the Company shall have the right to seek specific performance and other injunctive and equitable relief.\nThis Agreement shall remain effective with respect to any Proprietary Information which is disclosed herein at any time with three (3) years from the date first dated above, except for the obligations of the parties hereto with respect to Proprietary Information received prior to such termination which shall survive such termination.\nPCA Technology Limited\nProspective Vendor (please print name)\n_________________________________ _________________________________\nSigned Signed\nBy: _____________________________ By:\nTitle:_____________________________ Title:\n_________________________________\nCompany Stamp\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 156 - ], - [ - 157, - 172 - ], - [ - 172, - 341 - ], - [ - 341, - 664 - ], - [ - 664, - 888 - ], - [ - 889, - 917 - ], - [ - 917, - 1319 - ], - [ - 1319, - 1812 - ], - [ - 1813, - 1855 - ], - [ - 1855, - 1981 - ], - [ - 1981, - 2245 - ], - [ - 2245, - 2486 - ], - [ - 2486, - 2661 - ], - [ - 2661, - 2902 - ], - [ - 2903, - 2933 - ], - [ - 2933, - 3245 - ], - [ - 3246, - 3398 - ], - [ - 3399, - 3553 - ], - [ - 3554, - 3715 - ], - [ - 3716, - 3842 - ], - [ - 3843, - 4157 - ], - [ - 4158, - 4199 - ], - [ - 4199, - 4416 - ], - [ - 4416, - 4529 - ], - [ - 4530, - 4554 - ], - [ - 4554, - 4889 - ], - [ - 4890, - 4906 - ], - [ - 4907, - 5073 - ], - [ - 5073, - 5236 - ], - [ - 5237, - 5375 - ], - [ - 5376, - 5487 - ], - [ - 5488, - 5682 - ], - [ - 5682, - 6012 - ], - [ - 6013, - 6348 - ], - [ - 6349, - 6353 - ], - [ - 6353, - 6371 - ], - [ - 6372, - 6410 - ], - [ - 6411, - 6445 - ], - [ - 6445, - 6478 - ], - [ - 6479, - 6492 - ], - [ - 6493, - 6497 - ], - [ - 6497, - 6527 - ], - [ - 6527, - 6530 - ], - [ - 6531, - 6567 - ], - [ - 6567, - 6573 - ], - [ - 6574, - 6607 - ], - [ - 6608, - 6621 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16, - 21 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://pcatechnology.com/wp-content/uploads/2011/11/Non-Disclosure-Agreement.pdf" - }, - { - "id": 255, - "file_name": "Non-Disclosure-Agreement_11.pdf", - "text": "Companion Paws Non-Disclosure Agreement\nPurpose\nThe purpose of this policy is to ensure that those who work or volunteer their time in service to Companion Paws (Canada) - CPC, and The LifeLine Canada Foundation (TLC) agree to maintain in confidence anything they learn about the Companion Paws examinations, processes or procedures.\nPolicy\nAnnually the volunteers, evaluators and trainers of CPC shall sign the following agreement:\n In consideration for receiving certain confidential information in connection with providing services to or on behalf of CPC I, herein referred to as \u201cVolunteer, Trainer and/or Evaluator\u201d, hereby agree and acknowledge:\nConfidential and Proprietary Information\nFor purposes of this Agreement, \u201cConfidential Information\u201d means all information and materials, in whatever form, whether tangible or intangible, disclosed by Companion Paws or The LifeLine Canada Foundation or any of its authorized representatives to Volunteer or Evaluator, or to which Volunteer, Trainer or Evaluator otherwise gains access as a result of volunteering or working for Companion Paws or The LifeLine Canada Foundation, pertaining in any manner to the activities of Companion Paws and The LifeLine Canada Foundation or its affiliates, consultants, members, or any person or entity to which Companion Paws ad The LifeLine Canada Foundation owes a duty of confidentiality, whether or not labeled or identified as proprietary or confidential. All proprietary information of Companion Paws and The LifeLine Canada Foundation that is not known generally to the public is Confidential Information. Without limiting the generality of the foregoing, the following are deemed Confidential Information:\n\uf0b7 Ideas for research and development;\n\uf0b7 Information submitted in the investigation of complaints or involving ethics cases;\n\uf0b7 Computer records and software (including software that is proprietary to third parties);\n\uf0b7 Any other information which Companion Paws Canada and The LifeLine Canada Foundation must keep\nconfidential as a result of obligations to third parties;\n\uf0b7 Information regarding the administration of components of the certification programs;\n\uf0b7 Exam-related technologies and components;\n\uf0b7 Item content, characteristics, development or other aspects of the examinations and their development, maintenance and administration;\n\uf0b7 Identities of Certificants, candidates, customers, suppliers, or third party contractors, including without limitation any media, advertising, or public relations firms;\n\uf0b7 The Companion Paws and The LifeLine Canada Foundation e-mail distribution list(s);\n\uf0b7 Human resources data and information about employees, contractors and other volunteers;\n\uf0b7 Cost and other financial data;\n\uf0b7 Polling and focus group information;\n\uf0b7 Any goods or services Volunteer or Training and Home Provider provides to Companion Paws and The LifeLine Canada Foundation under this Agreement.\n\uf0b7 Any other information to which Volunteer or Evaluator has access while involved in the Companion Paws and The LifeLine Canada Foundation activities.\n\uf0b7 Pictures and Videos of Companion Paws dogs are only permitted without individuals unless the Companion Paws and The LifeLine Canada Foundation Waiver has been signed and initialed\nNon-Disclosure\n\uf0b7 Volunteer, Trainer or Evaluator agrees not to, without prior written consent from Companion Paws and The LifeLine Canada Foundation, divulge any Confidential Information to third parties or copy documents containing any Confidential Information. In no event, shall Volunteer, Trainer or Evaluator use Confidential Information in a manner that is in any way detrimental to Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator agrees to maintain the confidentiality of all Confidential Information and not misuse, misappropriate, or disclose in writing, orally or by electronic means, any Confidential Information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of service to Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to Companion Paws and The LifeLine Canada Foundation\u2019s business shall remain exclusively the property of Companion Paws and The LifeLine Canada Foundation and shall only be used by Volunteer, Trainer or Evaluator for the purpose(s) permitted by the Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator further agrees that upon termination of service with Companion Paws and The LifeLine Canada Foundation, Volunteer, Trainer or Evaluator shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of Companion Paws and The LifeLine Canada Foundation and all copies, electronic or otherwise, thereof relating in any way to Companion Paws and The LifeLine Canada Foundation\u2019s business, or in any way obtained during the course of service. Volunteer or Evaluator further agrees that no copies, electronic or otherwise, notes or abstracts of the foregoing shall be retained and that all information will be returned not destroyed.\nVolunteer, Trainer or Evaluator Conflict of Interest\n\uf0b7 Volunteer, Trainer or Evaluator shall avoid personal and professional conflicts of interest in all matters pertaining to the Companion Paws Certification program. Conflicting interests may include but are not limited to such areas as financial, personal relationships, and/or professional relationships.\n\uf0b7 If a situation arises where it is unclear as to whether a conflict of interest exists, Volunteer, Trainer or Evaluator shall discuss the issue with the Chief Executive Officer of The LifeLine Canada Foundation.\n\uf0b7 Depending on the type of volunteer work or employed work required from the individual, a Volunteer, Trainer or Evaluator may be asked to sign the Companion Paws and The LifeLine Canada Foundation Conflict of Interest Policy prior to commencing service with Companion Paws and The LifeLine Canada Foundation.\nVolunteer, Trainer or Evaluator Code of Conduct\nFrom the work and integrity of our organization and the services they provide, people will determine our reputation and ability to make an impact on the well-being of dogs and their handlers. The obligation of evaluators, trainers and volunteers to those we represent and serve will best be achieved through a common Code of Conduct to guide our professional practice. Therefore, compliance with this Code of Conduct is a requirement for all Companion Paws volunteers, trainers and evaluators.\n\uf0b7 Volunteer, Trainer or Evaluator shall act fairly and be impartial and unbiased in their service to the Companion Paws and The LifeLine Canada Foundation and to the population of Certificants and candidates.\n\uf0b7 Volunteer, Trainer or Evaluator shall conduct themselves in a professional manner during the conduct of certification business and shall treat all stakeholders with courtesy and respect. Volunteer, Trainer or Evaluator shall not speak or act on behalf of Companion Paws and The LifeLine Canada Foundation without proper written authorization from The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator shall support the decisions of Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator shall participate in the activities required of them to fulfill their charge(s) and serve the mission Companion Paws and The LifeLine Canada Foundation.\n\uf0b7 Volunteer, Trainer or Evaluator shall be an advocate for the Companion Paws\u2019 certification programs and support its mission.\n\uf0b7 Volunteer, Trainer or Evaluator shall acknowledge that failure to uphold and abide by the Volunteer, Trainer or Evaluator Code of Conduct may result in removal from participation in the Companion Paws program and Volunteer, Trainer or Evaluator shall willingly accept their termination as discussed in the next section. Each individual Volunteer, Trainer and Evaluator shall:\n1. When representing the LifeLine Canada Foundation, do so with professionalism, honesty, trustworthiness and respect.\n2. Serve Companion Paws handlers or clients competently and proficiently with proper care, attention and encouragement.\n3. Use professional judgment on behalf of each client or handler without regard to personal interests or interests of other clients or the desire of another person(s).\n4. Be positive, calm and friendly at all times when communicating with The LifeLine Canada Foundation clients, handlers, trainers, evaluators, volunteers, assistants or anyone associated with The LifeLine Canada Foundation or our Companion Paws program. No yelling or aggression will ever be tolerated.\n5. Where it is considered of benefit to the handler and/or dog, all communications between professionals with regard to clients and handlers shall be responsible, respectful, and effective while remaining confidential.\n6. Co-operate with The LifeLine Canada Foundation and Companion Paws on any reported violation of our Code of Conduct.\n7. All training techniques must be delivered in a positive reinforcement style manner and without using any tools that could cause harm, pain, fear or discomfort to the dog.\nRemedies\n\uf0b7 Violation of this Agreement will be grounds for termination of service with Companion Paws and The LifeLine Canada Foundation. A Committee Chair plus any two members of the Executive Committee may elect to remove a volunteer or training and home provider at any time.\n\uf0b7 The provisions of this Agreement and Volunteer, Trainer and Evaluator obligations hereunder shall survive any expiration, termination, or rescission of this Agreement and remain even after Volunteer, Trainer or Evaluator relationship with Companion Paws and The LifeLine Canada Foundation ends. Except as provided herein, Volunteer, Trainer or Evaluator is prohibited from disclosing or using any confidential information in all circumstances, including but not limited to subsequent engagements or employment with third parties.\n\uf0b7 This Agreement shall be binding upon Volunteer, Trainer or Evaluator and Volunteer, Trainer or Evaluator personal representatives and successors in interest, and shall inure to the benefit of Companion Paws and The LifeLine Canada Foundation, its successors and assigns.\n\uf0b7 Volunteer, Trainer and Evaluator acknowledges that a violation of the terms of this Agreement may cause damage and harm to Companion Paws and The LifeLine Canada Foundation and that any such damage or harm will be difficult if not impossible to calculate in monetary terms and will be irreparable to Companion Paws and The LifeLine Canada Foundation. Volunteer, Trainer and Evaluator agrees that, upon notice from Companion Paws and The LifeLine Canada Foundation declaring a breach of this Agreement, Volunteer, Trainer or Evaluator shall immediately cease all further activities which are, or are claimed by Companion Paws and The LifeLine Canada Foundation to be, a breach of this Agreement. Companion Paws and The LifeLine Canada Foundation may also avail itself of any other remedies available by law.\n\uf0b7 If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\n____________________________________________________________________________________\nVolunteer, Trainer or Evaluator Signature\n____________________________________________________________________________________\nVolunteer, Trainer or Evaluator\u2019s Name (Print)\n", - "spans": [ - [ - 0, - 30 - ], - [ - 30, - 39 - ], - [ - 40, - 47 - ], - [ - 48, - 333 - ], - [ - 334, - 340 - ], - [ - 341, - 432 - ], - [ - 433, - 434 - ], - [ - 434, - 652 - ], - [ - 653, - 693 - ], - [ - 694, - 1450 - ], - [ - 1450, - 1602 - ], - [ - 1602, - 1702 - ], - [ - 1703, - 1740 - ], - [ - 1741, - 1826 - ], - [ - 1827, - 1917 - 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"spans": [ - 65 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 34, - 35 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 66 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://thelifelinecanada.ca/wp-content/uploads/2019/03/Non-Disclosure-Agreement.pdf" - }, - { - "id": 256, - "file_name": "Non-Disclosure-Agreement_12.pdf", - "text": "Non Disclosure Agreement\nPurpose\nThe purpose of this policy is to ensure that those who volunteer their time in service to the Certification Council for Professional Dog Trainers agree to maintain in confidence anything they learn about the CCPDT\u2019s examinations, processes or procedures.\nPolicy\nAnnually the volunteers of the Certification Council for Professional Dog Trainers shall sign the following agreement:\nIn consideration for receiving certain confidential information in connection with providing services to or on behalf of the Certification Council for Professional Dog Trainers (CCPDT), I, herein referred to as \u201cVolunteer\u201d, hereby agree and acknowledge:\nConfidential and Proprietary Information\nFor purposes of this Agreement, \u201cConfidential Information\u201d means all information and materials, in whatever form, whether tangible or intangible, disclosed by the Certification Council for Professional Dog Trainers or any of its authorized representatives to Volunteer, or to which Volunteer otherwise gains access as a result of volunteering for the Certification Council for Professional Dog Trainers, pertaining in any manner to the activities of the Certification Council for Professional Dog Trainers or its affiliates, consultants, members, or any person or entity to which the Certification Council for Professional Dog Trainers owes a duty of confidentiality, whether or not labeled or identified as proprietary or confidential. All proprietary information of the Certification Council for Professional Dog Trainers that is not known generally to the public is Confidential Information. Without limiting the generality of the foregoing, the following are deemed Confidential Information:\n\uf0b7 Ideas for research and development;\n\uf0b7 Information submitted in the investigation of complaints or involving ethics cases;\n\uf0b7 Computer records and software (including software that is proprietary to third parties);\n\uf0b7 Any other information which the Certification Council for Professional Dog Trainers must keep confidential as a result of obligations to third parties;\n\uf0b7 Information regarding the administration of components of the certification programs;\n\uf0b7 Exam-related technologies and components;\n\uf0b7 Item content, characteristics, development or other aspects of the examinations and their development, maintenance and administration;\n\uf0b7 Identities of Certificants, candidates, customers, suppliers, or third party contractors, including without limitation any media, advertising, or public relations firms;\n\uf0b7 The Certification Council for Professional Dog Trainers\u2019 e-mail distribution list(s);\n\uf0b7 Human resources data and information about employees, contractors and other volunteers;\n\uf0b7 Cost and other financial data;\n\uf0b7 Polling and focus group information;\n\uf0b7 Any goods or services Volunteer provides to the Certification Council for Professional Dog Trainers under this Agreement.\n\uf0b7 Any other information to which Volunteer has access while involved in the Certification Council for Professional Dog Trainers\u2019 activities.\nNon-Disclosure\n\uf0b7 Volunteer agrees not to, without prior written consent from the Certification Council for Professional Dog Trainers, divulge any Confidential Information to third parties or copy documents containing any Confidential Information. In no event shall Volunteer use Confidential Information in a manner that is in any way detrimental to the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteer agrees to maintain the confidentiality of all Confidential Information and not misuse, misappropriate, or disclose in writing, orally or by electronic means, any Confidential Information, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of service to the CCPDT.\n\uf0b7 Volunteer acknowledges and agrees that all Confidential Information and similar items whether maintained in hard copy, electronically or on-line relating to CCPDT\u2019s business shall remain exclusively the property of the Certification Council for Professional Dog Trainers and shall only be used by Volunteer for the purpose(s) permitted by the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteer further agrees that upon termination of service with CCPDT, Volunteer shall return within ten (10) business days all documents, files, electronic or otherwise, and property comprising Confidential Information of CCPDT and all copies, electronic or otherwise, thereof relating in any way to the Certification Council for Professional Dog Trainers\u2019 business, or in any way obtained during the course of service. Volunteer further agrees that no copies, electronic or otherwise, notes or abstracts of the foregoing shall be retained and that all information will be returned not destroyed.\nVolunteer Conflict of Interest\n\uf0b7 Volunteers shall avoid personal and professional conflicts of interest in all matters pertaining to the Certification program. Conflicting interests may include but are not limited to such areas as financial, personal relationships, and/or professional relationships.\n\uf0b7 If a situation arises where it is unclear as to whether a conflict of interest exists, Volunteer shall discuss the issue with the President of the Certification Council for Professional Dog Trainers (or the Vice President if the Volunteer is the President).\n\uf0b7 Depending on the type of volunteer work required from the individual, a volunteer may be asked to sign the CCPDT Conflict of Interest Policy prior to commencing service with the CCPDT.\nVolunteer Code of Conduct\n\uf0b7 Volunteers shall act fairly and be impartial and unbiased in their service to the Certification Council for Professional Dog Trainers and to the population of Certificants and candidates.\n\uf0b7 Volunteers shall conduct themselves in a professional manner during the conduct of certification business and shall treat all stakeholders with courtesy and respect. Volunteers shall not speak or act on behalf of the Certification Council for Professional Dog Trainers without proper written authorization from the CCPDT.\n\uf0b7 Volunteers shall support the decisions of the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteers shall participate in the activities required of them to fulfill their charge(s) and serve the mission of the Certification Council for Professional Dog Trainers.\n\uf0b7 Volunteers shall be an advocate for the CCPDT\u2019s certification programs and support its mission.\n\uf0b7 Volunteers shall acknowledge that failure to uphold and abide by the Volunteer Code of Conduct may result in removal from participation in the certification program and volunteers shall willingly accept their termination as discussed in the next section.\nRemedies\n\uf0b7 Violation of this Agreement will be grounds for termination of service with the Certification Council for Professional Dog Trainers. A Committee Chair plus any two members of the Executive Committee may elect to remove a volunteer at any time.\n\uf0b7 The provisions of this Agreement and Volunteer\u2019s obligations hereunder shall survive any expiration, termination, or rescission of this Agreement and remain even after Volunteer\u2019s relationship with the Certification Council for Professional Dog Trainers ends. Except as provided herein, Volunteer is prohibited from disclosing or using any confidential information in all circumstances, including but not limited to subsequent engagements or employment with third parties.\n\uf0b7 This Agreement shall be binding upon Volunteer and Volunteer\u2019s personal representatives and successors in interest, and shall inure to the benefit of the CCPDT, its successors and assigns.\n\uf0b7 Volunteer acknowledges that a violation of the terms of this Agreement may cause damage and harm to CCPDT and that any such damage or harm will be difficult if not impossible to calculate in monetary terms and will be irreparable to CCPDT. Volunteer agrees that, upon notice from CCPDT declaring a breach of this Agreement, Volunteer shall immediately cease all further activities which are, or are claimed by CCPDT to be, a breach of this Agreement. The Certification Council for Professional Dog Trainers may also avail itself of any other remedies available by law.\n\uf0b7 If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\nBy: ____________________________________________________________________________________\nVolunteer Signature\n_______________________________________________________________________________________\nVolunteer\u2019s Name (Print)\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 32 - ], - [ - 33, - 287 - ], - [ - 288, - 294 - ], - [ - 295, - 413 - ], - [ - 414, - 667 - ], - [ - 668, - 708 - ], - [ - 709, - 1446 - ], - [ - 1446, - 1604 - ], - [ - 1604, - 1704 - ], - [ - 1705, - 1742 - ], - [ - 1743, - 1828 - ], - [ - 1829, - 1919 - ], - [ - 1920, - 2073 - ], - [ - 2074, - 2161 - ], - [ - 2162, - 2205 - ], - [ - 2206, - 2342 - ], - [ - 2343, - 2514 - ], - [ - 2515, - 2602 - ], - [ - 2603, - 2692 - ], - [ - 2693, - 2725 - ], - [ - 2726, - 2764 - ], - [ - 2765, - 2888 - ], - [ - 2889, - 3029 - ], - [ - 3030, - 3044 - ], - [ - 3045, - 3277 - ], - [ - 3277, - 3436 - ], - [ - 3437, - 3839 - ], - [ - 3840, - 4237 - ], - [ - 4238, - 4660 - ], - [ - 4660, - 4836 - ], - [ - 4837, - 4867 - ], - [ - 4868, - 4997 - ], - [ - 4997, - 5137 - ], - [ - 5138, - 5397 - ], - [ - 5398, - 5584 - ], - [ - 5585, - 5610 - ], - [ - 5611, - 5800 - ], - [ - 5801, - 5969 - ], - [ - 5969, - 6124 - ], - [ - 6125, - 6225 - ], - [ - 6226, - 6400 - ], - [ - 6401, - 6498 - ], - [ - 6499, - 6755 - ], - [ - 6756, - 6764 - ], - [ - 6765, - 6900 - ], - [ - 6900, - 7010 - ], - [ - 7011, - 7273 - ], - [ - 7273, - 7485 - ], - [ - 7486, - 7676 - ], - [ - 7677, - 7919 - ], - [ - 7919, - 8130 - ], - [ - 8130, - 8247 - ], - [ - 8248, - 8518 - ], - [ - 8519, - 8523 - ], - [ - 8523, - 8607 - ], - [ - 8608, - 8627 - ], - [ - 8628, - 8715 - ], - [ - 8716, - 8740 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9, - 11, - 14, - 15, - 17, - 18, - 19, - 20, - 21, - 22 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.ccpdt.org/wp-content/uploads/2015/01/Non-Disclosure-Agreement.pdf" - }, - { - "id": 257, - "file_name": "Non-Disclosure-Agreement_3.pdf", - "text": "www.kissthismakeup.com \u2013 jennamarie@kissthismakeup.com\nNON DISCLOSURE AGREEMENT\nThis Non Disclosure Agreement (this \"Agreement\") is made effective as of ________________, (the \"Effective Date\"), by and between Jenna Marie Streitenfeld (the \"Owner\"), of Kiss This Makeup, LLC located at 2342 Vintage DR, Lighthouse Point, FL 33064, _____________________________________________________________ (the \"Recipient\"), of _________________, _________________, ________, _________________ (address of \"Recipient\").\nThe Owner is the President/CEO engaged in building professional relationships, maintaining a clientele, and providing beauty services in all multi media. The Recipient is a freelancer makeup artist or hair stylist providing their services for Kiss This Makeup, LLC. Information will be disclosed to the recipient in order to provide the best quality of service. The Owner has requested that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows.\nI. CONFIDENTIAL INFORMATION. The term \"Confidential Information\" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner.\nA. \"Confidential Information\" includes without limitation:\n- business records and plans\n- financial statements\n- customer lists and records\n- trade secrets\n- products\n- inventions\n- product design information\n- pricing structure\n- discounts\n- costs\n- computer programs and listings\n- copyrights and other intellectual property\nand other proprietary information.\nB. \"Confidential Information\" does not include:\n- matters of public knowledge that result from disclosure by the Owner;\n- information rightfully received by the Recipient from a third party without a duty of confidentiality;\n- information independently developed by the Recipient;\n- information disclosed by operation of law;\n- information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential.\nII. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:\nA. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.\nB. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.\nC. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.\nD. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non disclosure agreement substantially the same as this Agreement at the request of the Owner.\nIII. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.\nIV. NON-CIRCUMVENTION. During the term of this Agreement and for 3 Years thereafter, Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing or recognizing a profit, fees, or otherwise, without the specific written approval of the Owner. If such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.\nV. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.\nVI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.\nVII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an \"AS IS\" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.\nVIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.\nIX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.\nX. ATTORNEY FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs.\nXI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Proprietary Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Florida. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement\nIN WITNESS WHEREOF, this Non Disclosure Agreement by and between Jenna Marie Streitenfeld and __________________________ (the Recipient) has been executed and delivered in the manner prescribed by law as of the date first written above.\nOWNER:\nBy: _______________________________\nJenna Marie Streitenfeld, Kiss This Makeup LLC\nPresident/CEO\nAddress:\n2342 Vintage Dr, Lighthouse Point, FL 33064\nRECIPIENT:\n_____________________________\nBy: ________________________________\nA freelancer makeup artist and/or hair stylist providing their services for Kiss This Makeup, LLC.\nAddress:\n___________________________________\n", - "spans": [ - [ - 0, - 54 - ], - [ - 55, - 79 - ], - [ - 80, - 331 - ], - [ - 331, - 393 - ], - [ - 393, - 415 - ], - 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}, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 40 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 42 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 30, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://kissthismakeup.com/wp-content/uploads/2017/03/Non-Disclosure-Agreement.pdf" - }, - { - "id": 258, - "file_name": "Non-Disclosure-Agreement_4.pdf", - "text": "Mutual Non-Disclosure Agreement\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is effective as of the _____ day of ________________,20____(hereinafter, \"Effective Date\"), by and between __________________________, a ___________________(insert state where business is officially organized)___________________(insert entity type, [corporation, LLC, etc]) having its principal place of business in ____________________ (hereinafter, \"Supplier\"), and Quest Aircraft Company, an Idaho corporation having its principal place of business in Sandpoint, Idaho, U.S.A. (hereinafter \"Quest\"), either or both of which may hereinafter be referred to as \"Party\" or \"Parties,\" respectively.\nWHEREAS, Quest is currently engaged in the development, manufacture, sale and support of general aviation aircraft and the design of certain components or Goods associated with such aircraft, commonly known as Build-to-Print Goods;\nWHEREAS, Supplier is engaged in the manufacture, sale and support of Build-to-Print Goods as identified herein (hereinafter, \"Goods\"); and\nWHEREAS, Quest and Supplier are, or will be, parties to that certain Quest Aircraft Company Agreement for Purchase of Quest Designed Goods or for Purchase of Supplier Designed Goods dated as of _________, 20___, (the \u201cSupplier Agreement\u201d) whereby Supplier agrees to manufacture, test, qualify, support and sell Goods identified in the Supplier Agreement to Quest in compliance with the technical, commercial and administrative requirements set forth in the Supplier Agreement and the requirements of the Federal Aviation Administration (the \u201cFAA\u201d);\nWHEREAS, the Parties may find it necessary to provide each other certain Confidential Information (as hereinafter defined) in connection with: (i) negotiating the Supplier Agreement or otherwise exploring the possibility of a business relationship between the Parties; (ii) furthering the intent or purposes of any currently existing or future business relationship between the Parties; and (iii) furthering the intent or purposes of the Supplier Agreement and any other existing or future written agreement between the Parties (collectively, the \u201cBusiness Purpose\u201d).\nNOW THEREFORE, for and in consideration of the above recital and the mutual promises, covenants and agreements set forth herein, the Parties hereby agree as follows:\n1. Purpose. Subject to the terms and conditions of this Agreement, the Parties may each find it necessary to provide to each other certain Confidential Information (as such term is defined herein) in connection with the Business Purpose. As a condition to either Party furnishing such Confidential Information, the Parties hereby agree to treat such Confidential Information provided to the other Party (the \u201cReceiving Party\u201d or \u201cRecipient\u201d) by or on behalf of the other Party (the \u201cDisclosing Party\u201d) in accordance with the terms of this Agreement and to take or abstain from taking certain other actions herein set forth. For the purposes of this Agreement, the terms \u201cDisclosing Party\u201d and \u201cRecipient\u201d or \u201cReceiving Party\u201d shall include each Party\u2019s affiliates and subsidiaries that disclose or receive Confidential Information. The rights and obligations of the Parties shall therefore also inure to such affiliates and subsidiaries and may be directly enforced by or against such affiliates or subsidiaries. As to each party hereto, the term \"Representatives\" shall mean such party's directors (if a corporation), managers (if an LLC), and selected officers, employees, agents, representatives, and advisors (including attorneys and accountants).\n2. Use of Confidential Information. Each Party hereby agrees that any Confidential Information received by it will be used solely for the Business Purpose, and that such information will be kept confidential by such Party; provided, however, that such Confidential Information may be disclosed to the Representatives of the Receiving Party on a need to know basis to the extent necessary to further the Business Purpose (it being understood that such Representatives shall be informed by the Receiving Party of the confidential nature of such information and shall be directed to treat such information confidentially and that the Receiving Party shall take all reasonable measures to restrain Date: Dec. 2015\nits Representatives from the unauthorized use or disclosure of the Disclosing Party's Confidential Information). In addition, each Party, as a Receiving Party, shall:\na) not directly or indirectly cause, permit or enable the disclosure, publication, transfer, misappropriation or revealing to any person or entity not specifically permitted hereunder, of any of the Disclosing Party\u2019s Confidential Information without the clear and express prior written consent of a duly authorized officer of the Disclosing Party;\nb.) take such precautions, contractual or otherwise, as shall be required to keep the Disclosing Party\u2019s Confidential Information strictly secret and confidential and will be responsible to the Disclosing Party for (i) its Representatives\u2019 use and disclosure of the Confidential Information; and (ii) any third party\u2019s use and disclosure of the Confidential Information that the Receiving Party provides to such third party in accordance with this Agreement.\nc.) protect the Confidential Information disclosed to such Party by the other Disclosing Party with the higher of the standard of care which such party uses to protect its own proprietary information or the standard of care which a prudent business person would exercise to protect valuable proprietary information, and\n3. Export Control Status. Each Party specifically acknowledges that use or disclosure of the Confidential Information may be subject to U.S. Government\u2019s export laws and regulations, included but not limited to, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR) and warrants that such Party shall make no use or disclosure of the Confidential Information contrary to such laws or other applicable laws. Any Confidential Information disclosed, by either Party, will be marked with its control status under the regulations. In the case of information disclosed verbally the control status will be given prior to discussions and the subsequent memo will be marked with that status. The Receiving Party certifies that no portion of the Confidential Information will be exported or transferred, whether directly or indirectly, without first complying strictly and fully with all export controls that may be imposed on such information by the United States government or any country or organization or nations within whose jurisdiction the Receiving Party operates or does business. The Receiving Party shall indemnify and hold the Disclosing Party harmless against all claims, demands, damages, costs, fines, penalties, attorneys\u2019 fees, and all other expenses arising from failure of the Receiving Party to comply with this Section 3 or applicable export control laws and regulations.\n4. Ownership. Each Party hereby agrees that a Disclosing Party\u2019s Confidential Information, and all copies and manifestations of the same, or in any way incorporating or reflecting same, including but not limited to all notes, data, reference materials, sketches, drawings, memoranda, documentation, computer files and disks incorporating or reflecting any of the Disclosing Party\u2019s Confidential Information, are, and shall remain at all times, the exclusive property of the Disclosing Party and that no right, license title license or interest in the Disclosing Party\u2019s Confidential Information is granted by this Agreement or by any disclosure of the Confidential Information.\n5. Return. Within ten (10) calendar days of written request by the Disclosing Party, the Receiving Party shall return to the Disclosing Party, or at the Disclosing Party's option, shall destroy, any physical and written records containing such Confidential Information, whether such physical and written records were supplied or made available by the Disclosing Party or were prepared by the Recipient or its Representatives from information supplied or made available by the Disclosing Party. In such event, the Recipient shall certify in writing to the Disclosing Party that such physical or written materials have been returned or destroyed.\n6. Continuing Obligation. The confidentiality obligations under this Agreement shall remain in effect for the longer of (i) five (5) years after the termination of this Agreement, or (ii) five (5) years after the expiration or termination of the Business Purpose. Notwithstanding the foregoing, with respect to Confidential Information that constitutes a Trade Secret, the confidentiality obligations under this Agreement shall survive as long as the information disclosed continues to constitute a Trade Secret under applicable law.\n7. Definitions. For the purposes of this Agreement, the term \u201cConfidential Information\u201d shall mean any information furnished to the Receiving Party or its Representatives, whether oral, written or visual, and regardless of the manner in which it is furnished, by or on behalf of the Disclosing Party or its Representative, and shall include, without limitation:\na) information constituting a \"Trade Secret\", as defined in Idaho Code, Title 48, Chapter 8; Idaho Trade Secrets Act, as amended from time to time, and will include technical or non-technical data, a formal, a pattern, a compilation, a program, a software program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, non-public forecasts, studies, projections, analyses, all customer data of any kind, or a list of actual or potential customers or suppliers, business and contractual relationships, or any information similar to the foregoing which (i) derives economic value, actual or potential, from not being generally known and not readily ascertainable by proper means to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Trade Secrets will include any information meeting the foregoing criteria which belongs to third parties and which the Disclosing Party under this Agreement is obligated to hold in confidence;\nb) the non-public financial statements of a party;\nc) any confidential and proprietary information which the Disclosing Party obtains from another person or entity under an obligation of confidence and which the Disclosing Party treats as proprietary; and\nd) any valuable, secret business information, other than Trade Secrets, including but not limited to all specifications, drawings, sketches, models, samples, reports, plans, forecasts, and all other technical, financial or business data that is designated or identified as confidential at the time of disclosure or by its nature is clearly recognizable as confidential information to a reasonably prudent person with knowledge of the Disclosing Party\u2019s business and industry\nAll information or material that is disclosed by a Disclosing Party to a Receiving Party before, on or after the date hereof shall only be protected as Confidential Information of the Disclosing Party: (i) if in writing other tangible form, such information is marked as \u201cconfidential\u201d or \u201cproprietary; (ii) if oral or in other intangible form, such information or material is identified to the Receiving Party in writing as confidential or proprietary within sixty (60) days of the date of such disclosure; or (iii) if due to the character or nature of such information or material, a reasonable person receiving such information or material under like circumstances would believe that Disclosing Party considered such information or material proprietary or confidential.\n8. Exceptions. The confidentiality obligations under this Agreement shall not apply to, and the term \"Confidential Information\" shall specifically not include:\na) information which was, or at any time becomes, available in the public domain through no wrongful act of the Recipient or Recipient's Representatives;\nb) information which is already in the Receiving Party\u2019s lawful possession (as shown by written records) prior to the first disclosure of such information to the Recipient by the Disclosing Party or its Representatives, provided such information is not subject to another confidentiality agreement with or other obligation of secrecy to the Disclosing Party or another party;\nc) information which is documented by the Recipient as having been developed independently by it without use, directly or indirectly, of the information received from such Disclosing Party or its Representatives; and\nd) information which is documented by the Recipient as having been lawfully acquired by the Recipient from a source other than the Disclosing Party or its Representatives provided that such source is not bound by a confidentiality agreement with or other obligation of secrecy to the Disclosing Party or another party.\n With regard to clause (a) above, the fact that certain information is in the public domain shall not affect the status of other information, which is not in the public domain, as Confidential Information hereunder, nor shall it cause such other information to be deemed to be in the public domain merely because such public domain information is embodied therein.\n9. Equitable Remedy. The Parties acknowledge and agree that: (i) the covenants in this Agreement are reasonable under the circumstances and are necessary to protect the Parties and the property of such Parties; and (ii) the breach by one Party of any of the provisions of this Agreement would cause serious and irreparable harm to the other Party that could not be adequately remedied by monetary damages alone. Each Party, therefore, consents to an order specifically enforcing the provisions of this Agreement or an order being issued against such Party enjoining or restraining it from any breach of the provisions of this Agreement, and agrees that such orders may be issued against such Party without the necessity of an undertaking as to damages or posting of bond by the Party seeking such orders. The Provisions of this Section 9 shall not derogate from any other remedy available at law or in equity that one Party may be entitled in the event of breach hereunder by the other Party.\n10. Requests for Disclosure. Notwithstanding anything in this Agreement to the contrary, the confidentiality obligations imposed on each Party hereunder shall not apply to Confidential Information to the extent that disclosure of such information is required under applicable law, regulation or legal process; provided however, that, in the event the Receiving Party or any of its Representatives are required by applicable law, regulation or legal process to disclose any Confidential Information, prior to making such disclosure, the Receiving Party or its Representatives, as applicable shall notify the Disclosing Party in writing of such required disclosure as promptly as possible so that the Disclosing Party may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained before disclosure is required or the Disclosing Party waives compliance with the terms of this Agreement, the Receiving Party or its Representative, as applicable, shall furnish only that portion of the Confidential Information which is advised by counsel to be legally required and will request that the applicable legal authority hold the Confidential Information in confidence. Further, in such case, the Disclosing Party shall be given an opportunity to review the Disclosing Party's Confidential Information to be disclosed by the Recipient prior to its disclosure.\n11. No Representation. Each Party understands and acknowledges that no representation or warranty of any kind, whether express or implied, is made as to the accuracy or completeness of the Confidential Information provided by either Party, and neither the Disclosing Party nor any of its affiliates, Representatives, directors, officers, equity owners, managers, employees or agents shall have any liability to the Recipient or to any other person or entity resulting from use of the Disclosing Party's Confidential Information.\n12. No Commitment. Nothing contained herein shall be construed as committing the Parties hereto to enter into any business relationship between the Parties.\n13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, arrangements, and understandings with respect thereto. No representation, promise, inducement, statement or intention has been made by any party hereto that is not embodied herein, and no party shall be bound by or liable for any alleged representation, promise, inducement, or statement not so set forth herein.\n14. Modification. Except as permitted in Section 21 below (unilaterally changing its address), this Agreement may be modified, amended, superseded, or cancelled only by a written instrument signed by each of the Parties hereto, and any of the terms, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by the party to be bound by any such waiver.\n15. Severability. If any provision of this Agreement is or becomes prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions thereof or affect the validity or enforceability of such provisions in any other jurisdiction.\n16. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, determined without regard to conflicts of law principles. Each Party expressly submits to the jurisdiction of the United States District Court in Coeur D\u2019Alene, Idaho, or alternatively, to the jurisdiction of the First Judicial District Court of Kootenai County, Idaho.\n17. Independent Advice from Counsel. Each of the Parties has received independent legal advice from legal counsel of their choice with respect to the advisability of entering into this Agreement and its terms or has knowingly and voluntarily waived its right to do so. The terms of this Agreement are the result of mutual negotiations between the parties, and the provisions of this Agreement shall be interpreted and construed in accordance with their fair meanings, and not strictly for or against either party, regardless of which Party may have drafted this Agreement.\n18. Waiver. Any failure at any time of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of such Party to enforce such provision at any subsequent time.\n19. Attorneys' Fees and Costs. In the event of any dispute with respect to the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its reasonable attorneys' fees and costs incurred in litigating, arbitrating, or otherwise settling or resolving such dispute.\n20. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement.\n21. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given or made when delivered personally or transmitted electronically by e-mail or facsimile, with receipt acknowledged, or in the case of documented overnight delivery service or certified or registered mail, return receipt requested, on the date shown on the receipt therefore, to the Parties at the addresses listed beneath such Party's signature to this Agreement, or at such other address as may be provided to the other Party in writing in accordance with the provisions of this Section 22.\n22. Successors and Assigns. This Agreement and its rights and obligations shall not be assignable without the prior written consent of the other party hereto, and any attempted assignment without such consent shall be void; provided, however, that such consent shall not be required in the case of an assignment to a successor to the business and assets of the assignor, which successor agrees to be bound to the terms of this Agreement and the obligations of the assignor under this Agreement. Subject to the preceding sentence, the provisions of this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. An assigning party shall continue to be bound to all of its obligations under this Agreement.\n23. Counterparts. This Agreement, and any amendment thereof, may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.\nQUEST AIRCRAFT COMPANY, LLC THE COMPANY\nSignature: ______________________________ Signature: ______________________________\nTitle: __________________________________ Title: __________________________________\nPrint Name: Print Name:\nAddress: _______________________________ Address: _______________________________\nCity, State Zip: __________________________ City, State Zip: __________________________\nPhone: _________________________________ Phone: _________________________________\nFax: ___________________________________ Fax: ___________________________________\nEmail: _________________________________ Email: _________________________________\n", - "spans": [ - [ - 0, - 22 - ], - 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"text": "Mutual Non-Disclosure Agreement\nTHIS AGREEMENT, made and entered into as of the last date written below, by and between ____________________________________________ and Carter Logistics, LLC.\nWHEREAS, it may be necessary for the transmission of information proprietary to one of the parties to the other party during cooperation between parties; and\nWHEREAS, the parties desire to protect said transmitted proprietary information while ensuring the free flow of information between the parties necessary for said cooperative effort:\nNOW, THEREFORE, it is mutually agreed as follows:\n1. Proprietary information is any information transmitted from one party to the other with the exceptions:\na. Information that is already known to the party receiving the information at the time the information is transmitted, or becomes known by the receiving party independently of the transmitting party through no wrongful act of said receiving party.\nb. Information that is explicitly approved for release by the party transmitting the information.\nc. Information disclosed in a product marketed by the party transmitting the information.\nd. Information that is known or available to the general public or becomes known or available to the general public through no wrongful act on the part of the receiving party.\n2. The parties agree not to use the proprietary information to the detriment of the transmitting party. The parties also agree to maintain any such proprietary information received from the other party in confidence and agree not to disclose any such information to persons not having a need to know the information consistent with the purpose of this agreement until information is publicly disclosed by the party transmitting the information.\n3. All materials transmitted from one party to the other and containing proprietary information shall remain the property of the transferor and shall be returned upon request, and receipt of such materials agrees not to reproduce said materials without written consent of the transferor of the materials.\n4. Nothing herein shall be construed as granting one party a license under any patents, copyrights, or trademarks owned or controlled by the other party.\n5. The parties agree to inform all personnel receiving the proprietary information of the terms of this agreement.\nCarter Logistics, LLC. Carrier_____________________________\nSignature________________________________ Signature___________________________\nPrinted Name____________________________ _ Printed Name________________________\nTitle____________________________________ Title_______________________________\nDate____________________________________ Date_______________________________\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 120 - ], - [ - 120, - 191 - ], - [ - 192, - 349 - ], - [ - 350, - 532 - ], - [ - 533, - 582 - ], - [ - 583, - 689 - ], - [ - 690, - 938 - ], - [ - 939, - 1036 - ], - [ - 1037, - 1126 - ], - [ - 1127, - 1302 - ], - [ - 1303, - 1407 - ], - [ - 1407, - 1747 - ], - [ - 1748, - 2052 - ], - [ - 2053, - 2206 - ], - [ - 2207, - 2321 - ], - [ - 2322, - 2345 - ], - [ - 2345, - 2381 - ], - [ - 2382, - 2424 - ], - [ - 2424, - 2460 - ], - [ - 2461, - 2469 - ], - [ - 2469, - 2502 - ], - [ - 2502, - 2540 - ], - [ - 2541, - 2583 - ], - [ - 2583, - 2619 - ], - [ - 2620, - 2661 - ], - [ - 2661, - 2696 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 8 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://carter-logistics.com/wp-content/uploads/Non-Disclosure-Agreement.pdf" - }, - { - "id": 260, - "file_name": "Non-Disclosure-Agreement_ALL_englisch.pdf", - "text": "Non-Disclosure Agreement\nbetween\nall affiliated companies of\nBomatec Holding AG\nHofstrasse 1\nCH-8181 H\u00f6ri\n- as per attachment, hereinafter referred to as \u2018Bomatec\u2019 -\nand\nxxxxxxxxxxxx\nxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx\nxxxxxx xxxxxxxx\nxxxxxxxxxx\nincluding businesses and persons\nconnected with this company\n- hereinafter referred to as the \u2018Business Partner\u2019 -\nPreamble\nThe contractual partners intend to work together on the above-mentioned project or assignment.\nIn this regard, Bomatec shall provide the Business Partner with confidential information that should be protected against unauthorized viewing and vice versa. To guarantee confidentiality on both sides, the contractual partners hereby agree as follows:\n1. Duty of confidentiality\nThe contractual partners undertake to treat confidentially any information they obtain, to use it only for the intended purpose of the particular assignment or project and not to make it directly or indirectly accessible to third parties. Furthermore, they undertake to place a duty of confidentiality on their employees and any sub-contractors that correspond to the one contained in this Agreement.\nThe duty of confidentiality does not apply to information\n- that the receiving contractual partner was already in possession of when the information was passed on,\n- that was published when or after it was disclosed without being in breach of this Non-Disclosure Agreement,\n- that a contractual partner received legally from a third party where there was no duty of confidentiality,\n- that a contractual partner develops independently of the confidential information after this Agreement has come into force,\n- that a contractual partner has released as a result of a written agreement with the other contractual partner.\n2. Definition of information under this Agreement\nInformation under this Agreement is defined as any data or knowledge from Bomatec or the Business Partner that Bomatec has made or will make available to the Business Partner, or vice versa, in verbal, written or electronic form or in the form of one or several objects, irrespective of whether such data and knowledge was designated as confidential or secret.\nBomatec retains all rights to its data, information and objects.\n3. Restriction on access and dissemination\nThe contractual partners shall restrict the distribution of and access to information they exchange to those persons who need the information to reasonably carry out the planned activity. They shall ensure that access to this information, including information in electronic form in particular, is adequately protected.\nThe contractual partners may only disseminate copies of information, data and data storage media to sub-contractors with the prior approval of an authorized signatory of the other contractual partner.\n4. Destruction of documents and saved information\nUpon completion of an assignment or project, the contractual partners undertake to destroy immediately any information or objects given to them that they or any sub-contractors may have, unless such information and property are required for any outstanding or future follow-up activities under the mutual business partnership. The destruction of information in electronic form also applies to e-mails, data storage media such as USB sticks, local hard disks, servers and back-up copies.\n5. Returning of documents and/or objects\nIf specifically requested by Bomatec, the Business Partner must return to Bomatec any documents or objects it was given during the collaboration and vice versa.\n6. Duration of the Agreement\nThis agreement shall take effect as soon as it has been signed by both parties and shall be valid for the duration of the collaboration or until this agreement is replaced by another agreement. The obligation to confidentiality shall apply for a period of two years beyond the end of the collaboration.\n7. Restriction on using Bomatec as reference\nThe Business Partner and any sub-contractors may only mention to third parties the Bomatec company name (including illustrated material in connection with Bomatec) as well as activities carried out during the collaboration with Bomatec after the prior written approval of Bomatec\u2019s Executive Board.\nThis also applies to publications in information journals, company presentations, entries in Internet documents, etc.\nApproval only applies to the current assignment or project and should be sought from Bomatec by the Business Partner on every occasion that collaboration is repeated.\n8. Costs\nEach party shall bear any costs that it generates or incurs in relation to the conclusion and execution of this Agreement.\n9. Written form\nChanges or additions to this Agreement (including the waiver of this provision) must be made in writing.\n10. Severability clause, applicable law and jurisdiction\nIn the event that one or more of the clauses of this Agreement should prove to be ineffective or should this Agreement contain a disparity, the legal effectiveness of the other provisions shall not thereby be affected. A valid provision that comes closest to the intended purpose of the ineffective provision shall be agreed to replace it.\nThis Non-Disclosure Agreement shall be governed by Swiss substantive law. Z\u00fcrich, canton of Z\u00fcrich, Switzerland shall be the place of jurisdiction.\n11. Signatures\nxxxxxxxxxxx Bomatec AG\nxxxxxxx, H\u00f6ri, 8rd May 2017\n............................................ ........................... \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nFirst name, Name Christoph Bolliger Martin Hauri\n CEO Head of Quality Dept.\nAttachment\nListing of affiliated companies of Bomatec Holding AG:\nBomatec AG\nHofstrasse 1\nCH-8181 H\u00f6ri\nSwitzerland\nBomatec Automotive AG\nHofstrasse 1\nCH-8181 H\u00f6ri\nSwitzerland\nBomatec International Corp.\n400, Finchdene Sq., Unit 6\nCA-Toronto, M1X1E2 Ontario\nCanada\nBomatec (Ningbo) Trading Co. Ltd.\nNo. 38 Weisan Rd\nCN-315801 Xiaogang Ningbo\nChina\nBomatec (Malaysia) Sdn. Bhd.\nLot 18, Jln. Sultan Hishamuddin 1\nKaw. Perusahaan Selat Klang Utara\nMY-42000 Pel. 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In consideration of each party making available to the other such Information, the parties jointly agree that any dealings between them shall be subject to the terms and conditions of this Agreement which themselves will be subject to the parameters of the Proposal.\nIT IS HEREBY AGREED\n1. Interpretation\n1.1 In this Agreement:-\n\u201cAgents\u201d means directors, officers, employees, agents, professional advisers, contractors or sub-contractors, or any Group member;\n\u201cConfidential Information\u201d means Information relating to one party (the \u201cDisclosing Party\u201d) and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Proposal to the other party (the \u201cReceiving Party\u201d) or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Party or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:-\n(i) is publicly available at the time of its disclosure or becomes publicly available (other than as result of disclosure by the Receiving Party or any of its Agents contrary to the terms of this letter); or\n(ii) was lawfully in the possession of the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or\n(iii) following such disclosure, becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information;\n\u201cGroup\u201d means any subsidiary, any holding company and any subsidiary of any holding company of either party;\n\u201cInformation\u201d means all information in whatever form including, without limitation, any information relating to systems, operations, plans, intentions, market opportunities, know-how, trade secrets and business affairs whether in writing, conveyed orally or by machine-readable medium;\n\u201cProposal\u201d means the aggregation of Transnet\u2019s Request for Information (RFI) and Request for Proposal (RFP).\n2. Confidential Information\n2.1 The Receiving Party will treat and keep all Confidential Information as secret and confidential and will not, without the Disclosing Party\u2019s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.\n2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal.\n2.3 Notwithstanding clause 2.1, the Receiving Party may disclose Confidential Information:\n(i) To those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 2.2 provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party. The Receiving Party shall at all times remain liable for any actions of such Agents that would constitute a breach of this Agreement; or\n(ii) to the extent required by law or the rules of any applicable regulatory authority, subject to clause 2.4 below.\n2.4 In the event that the Receiving Party is required to disclose any Confidential Information in accordance with clause 2.3 (ii) above, it shall promptly notify the Disclosing Party and co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any action which the Disclosing Party may reasonably take to challenge the validity of such requirement.\n2.5 In the event that any Confidential Information shall be copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and if requested take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use.\n2.6 All Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights, including intellectual property rights, over the Confidential Information whatsoever beyond those contained in this Agreement.\n3. Records and return of Information\n3.1 The Receiving Party agrees to ensure proper and secure storage of all Information and any copies thereof to at least the same standard as the Receiving Party keeps its own Confidential Information. The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.\n3.2 The Receiving Party shall keep a written record, to be supplied to the Disclosing Party upon request, of the Confidential Information provided and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof.\n3.3 The Receiving Party shall, within seven days of receipt of a written demand from the Disclosing Party or of its ceasing to be interested in the Proposal:\n(i) Return all written Confidential Information (including all copies); and\n(ii) expunge or destroy any Confidential Information from any computer, word processor or other device whatsoever into which it was copied, read or programmed by the Receiving Party or on its behalf (including by any person to whom disclosure has been made as permitted under clause 2.3(i) above.\nThe obligations in this clause 3.3 shall not apply to the extent that (but only for so long as) it is necessary to retain copies for the purpose of providing information to any regulatory authority in accordance with clause 2.3 (ii) above.\n3.4 The Receiving Party shall on request supply a certificate signed by a director as to its full compliance with the requirements of clause 3.3 (ii) above.\n4. Announcements\n4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest in the Proposal without the prior written consent of the other party.\n4.2 Neither party shall make use of the other party\u2019s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.\n5. Duration\nThe obligations of each party and its Agents under this Agreement shall [be continuing and shall survive the termination of any discussions or negotiations between the parties regarding the Proposal continue for a period of 5 (five) years.\n6. Principal\n Each party confirms that it is acting as principal and not as nominee, agent or broker for any other person and that it will be responsible for any costs incurred by it or its advisers in considering or pursuing the Proposal and in complying with the terms of this Agreement.\n7. Representations\n7.1 Each party agrees that any Information made available to the Receiving Party or its Agents for the purpose of negotiations or discussions in relation to the Proposal will not form the basis of, or any representation in relation to, any contract, nor constitute an offer or invitation by the Disclosing Party.\n7.2 Except in the case of fraudulent misrepresentation, the Disclosing Party accepts no responsibility for nor makes any representation or warranty, express or implied, with respect to the accuracy, reliability or completeness of any Information made available to the Receiving Party or its Agents.\n8. Adequacy of damages\n8.1 Without prejudice to any other rights or remedies of the Disclosing Party, the Receiving Party acknowledges and agrees that damages would not be an adequate remedy for any breach by it of the provisions of this Agreement and that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the Receiving Party or its Agents, and no proof of special damages shall be necessary for the enforcement of the rights under this Agreement.\n8.2 Nothing contained in this Agreement shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available by it, either at law or in equity, for any such threatened or actual breach of this Agreement including specific performance, recovery of damages or otherwise.\n9. Data Protection\n The Receiving Party warrants that it and its Agents have the appropriate technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by them.\n10. General\n10.1 Neither party may assign the benefit of this Agreement or any interest hereunder except with the prior written consent of the other, save that Transnet may assign this Agreement at any time to any member of the Transnet Group.\n10.2 No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this Agreement or otherwise.\n10.3 The provisions of this Agreement shall be severable in the event that any of its provisions are held by a court of competent jurisdiction or other applicable authority to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.\n10.4 This Agreement may only be modified by a written agreement duly signed by persons authorised on behalf of each party.\n10.5 Nothing in this Agreement shall constitute the creation of a partnership, joint venture or agency between the parties.\n10.6 This Agreement will be governed by, and construed in accordance with South African law and the parties irrevocably submit to the exclusive jurisdiction of the South African courts.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorised representatives.\nTRANSNET LIMITED:\nBy: .........................................................\n (signature)\nPrint name: _______________________\nTitle: _______________________\nDate: _______________________\n[insert company name]:\nBy: .........................................................\n (signature)\nPrint name: _______________________\nTitle: _______________________\nDate: _______________________\n", - 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}, - { - "id": 262, - "file_name": "Non-Disclosure_Agreement_oct2009.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-disclosure Agreement (\u201cthe Agreement\u201d) is entered into by and between The Royal Heraldry Society of Canada (\u201cthe Society\u201d) with its head office in Ottawa, Ontario and its member or other authorized person, (\u201cReceiving Party\u201d) ________________________________________ located at ___________________________________________. The parties agree to enter into a confidential relationship with respect to the improper disclosure (\u201cImproper Disclosure\u201d) of certain confidential information (\u201cConfidential Information\u201d) to which the Receiving Party will have access to upon receiving access to the membership database maintained by the Society.\n1. Definition of Confidential Information. For purposes of this Agreement, \u201cConfidential Information\u201d shall include all information contained in the membership database, such as members\u2019 names, addresses, birthdates, occupations, spouses\u2019 names, email addresses, telephone numbers, etc.\n2. Definition of \u201cImproper Disclosure\u201d. All Confidential Information contained in the membership database may be used by the Receiving Party exclusively for conducting the business of the Society. Any disclosure of Confidential Information to any person or corporation for any commercial or other purpose not necessary for the conduct of the Society\u2019s business shall be deemed Improper Disclosure.\n3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive purposes of the Society. Receiving Party shall not use any Confidential Information for their own benefit or permit the use of Confidential Information by others for their benefit or to the detriment of the Society or its good name. Upon termination of membership, Receiving Party will immediately return to the Society all records, notes and other written, printed or tangible material in its possession, including CDs and DVDs pertaining to Confidential Information. Confidential Information stored electronically in computers or any other electronic devices will be deleted upon membership termination.\n4. Time Period. The nondisclosure provision of this Agreement shall survive the termination of this Agreement and Receiving Party\u2019s duty to hold Confidential Information in confidence shall remain in effect indefinitely.\n5. Penalties. If proven Improper Disclosure shall take place, the Receiving Party\u2019s membership in the Society shall be terminated immediately. Depending on circumstances, there may also be recourse to the courts and criminal or civil action, or both, may be initiated by the Society or by injured parties.\nThis Non-disclosure Agreement and each party\u2019s obligations shall be binding on the Receiving Party and the Society. Each party has signed this Agreement through its authorized representative.\n________________________________________________\nSignature of Receiving Party\n________________________________________________\n Printed Name\nDate: ___________________\nWitness to Signature of Receiving Party\n________________________________________________\nSignature\nName and Address of Witness\n________________________________________________\nPrinted Name\nAddress: _______________________________________\n________________________________________________\n________________________________________________\n________________________________________________\nSignature of Authorized Representative of the Society\n________________________________________________\nPrinted Name\n Date: ____________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 260 - ], - [ - 260, - 301 - ], - [ - 301, - 312 - ], - [ - 312, - 357 - ], - [ - 357, - 670 - ], - [ - 671, - 714 - ], - [ - 714, - 957 - ], - [ - 958, - 998 - ], - [ - 998, - 1155 - ], - [ - 1155, - 1355 - ], - [ - 1356, - 1391 - ], - [ - 1391, - 1536 - ], - [ - 1536, - 1744 - ], - [ - 1744, - 1980 - ], - [ - 1980, - 2116 - ], - [ - 2117, - 2133 - ], - [ - 2133, - 2337 - ], - [ - 2338, - 2352 - ], - [ - 2352, - 2481 - ], - [ - 2481, - 2643 - ], - [ - 2644, - 2664 - ], - [ - 2664, - 2760 - ], - [ - 2760, - 2835 - ], - [ - 2836, - 2884 - ], - [ - 2885, - 2913 - ], - [ - 2914, - 2962 - ], - [ - 2963, - 2964 - ], - [ - 2964, - 2976 - ], - [ - 2977, - 2983 - ], - [ - 2983, - 3002 - ], - [ - 3003, - 3042 - ], - [ - 3043, - 3091 - ], - [ - 3092, - 3101 - ], - [ - 3102, - 3129 - ], - [ - 3130, - 3178 - ], - [ - 3179, - 3191 - ], - [ - 3192, - 3201 - ], - [ - 3201, - 3240 - ], - [ - 3241, - 3289 - ], - [ - 3290, - 3338 - ], - [ - 3339, - 3387 - ], - [ - 3388, - 3441 - ], - [ - 3442, - 3490 - ], - [ - 3491, - 3503 - ], - [ - 3504, - 3505 - ], - [ - 3505, - 3511 - ], - [ - 3511, - 3531 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9, - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.heraldry.ca/database/Non-Disclosure_Agreement_oct2009.pdf" - }, - { - "id": 263, - "file_name": "Non-Disclosure_Agreement_one_way_2014.pdf", - "text": "ONE WAY NON-DISCLOSURE AGREEMENT\nThis Agreement (the \u201cAgreement\u201d) is entered into as of this __ day of ______, 201_, by and between Chemsultants International, Inc. (\u201cChemsultants\u201d), an Ohio corporation, having a principal place of business at 9079 Tyler Boulevard, Mentor, Ohio 44060 and _____________________________________ (\u201cClient\u201d). Collectively Chemsultants and Client shall be referred to herein as \u201cparties\u201d or \u201cparty\u201d as applicable.\nWhereas, Client intends to disclose to Chemsultants certain proprietary and confidential information for the purposes of establishing a possible business relationship, transaction and/or additional agreement(s), and may in the future engage in discussions regarding future transactions (each, a \u201ctransaction\u201d). In consideration of this exchange of certain proprietary and confidential information, any disclosure of confidential or proprietary information between the parties shall be subject to the following terms and conditions:\n1. Confidential Information. Unless instructed otherwise in writing, the parties acknowledge that all information, knowledge, or data relating to the business of Client, including but not limited to: costs and financial information; pricing methods or strategies; existing and potential customers; market studies, plans and strategies; trade secrets, know how, ideas, strategies, inventions, materials, drawings, proprietary information, operational information, and any other non-public information, material or data relating to the past, current and/or future business and operations of Client (including any information, summaries or other compilations extracted from such shared information), shared for review, and in all instances marked as confidential, belongs to and is the sole and exclusive property of Client and shall be deemed confidential (\"Confidential Information\") and subject to nondisclosure. Confidential Information shall not include: (a) information which can be shown to have been in the public domain at the time of disclosure, (b) documented information which was possessed prior to the time of its disclosure hereunder, (c) information that becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission on the part of the parties or party, or (d) information that is given to the parties without obligation of secrecy by a third party, who is free to disclose the information, as of the date of such third party's disclosure.\n2. Use of Confidential Information. The parties acknowledge that any use of shared Confidential Information other than for the benefit of Client or the furtherance of a business relationship with Client, would be wrongful and cause irreparable harm to Client. Accordingly, unless otherwise agreed to in writing by Client, Chemsultants agrees to (a) keep all Confidential Information confidential and to not, at any time during or after any transaction where Confidential Information disclosures are made, publish, disclose, or divulge Confidential Information to any person, firm, or corporation other than its Representatives and to cause its Representatives to observe the terms of this Agreement; (b) not use, directly or indirectly, copy, or reproduce any Confidential Information of Client for its own benefit or for the benefit of any person, firm, or corporation other than Client, and in any event only in connection with evaluating or engaging in a transaction or business relationship with Client. Chemsultants hereby agrees it shall be responsible for any breach by it or its Representatives. For the purposes of this Agreement, the term \u201cRepresentative\u201d shall mean the party\u2019s affiliates, directors, officers, employees, agents, advisors (including, without limitation, financial advisors, legal counsel and accountants) and controlling persons, who are actively and directly participating in any transaction with Client or who otherwise need to know the Confidential Information for the purpose of furthering any transaction with Client, and who agree to be bound by the terms of this Agreement.\n3. Disclosures Required by Law. In the event Chemsultants is requested by applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning Client, Chemsultants agrees that it will provide Client with prompt notice of such request or requirement in order to enable Client to seek an appropriate protective order or other remedy, to consult with Client with respect to taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement. In any such event Chemsultants will use its reasonable best efforts to ensure that all Confidential Information and other information that is so disclosed will be accorded confidential treatment.\n4. No Rights Created During Disclosure. It is understood by the parties that during disclosure, no right(s) in or license(s) under any present or future existing patents, patent applications, trademarks, copyrights, data, drawings, suggestions, ideas, or methods disclosed by the parties to each other shall be created in favor of Chemsultants as the recipient of the disclosed Confidential Information. Any Confidential Information disclosed to Chemsultants shall remain the sole property of Client, and no granting of any rights or licenses shall be created as a result of the disclosure.\n5. Return of Documents. Upon written request by Client at any time, Chemsultants shall promptly return all Confidential Information, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in the party\u2019s possession or in the possession of any Representative of the party, provided, however, Chemsultants shall be permitted to charge Client for all reasonable costs incurred by Chemsultants for compliance with this Section.\n6. Remedies. It is agreed that money damages would be an insufficient remedy for any breach of this Agreement, and the non-breaching party shall be entitled to injunctive relief, specific performance, and/or any other appropriate equitable remedy for any such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity.\n7. Waiver and Severability. It is understood that no failure or delay by either party in exercising any right, power or privilege hereunder shall constitute waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder. In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by applicable law.\n8. Non-disclosure Agreement Only. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling agreement, partnership, or formal business organization of any kind. The exchange of Confidential Information does not constitute a business offer, an acceptance, or promise for any future contract or amendment to any existing contract between the parties. Each party represents that the individual signing below has been given, and does have, the requisite authority to legally bind the party represented by that individual.\n9. Modification. This Agreement contains the entire agreement between the parties concerning the confidentiality of the Confidential Information and cannot be modified, released, discharged, abandoned, or otherwise terminated in whole or in part unless approved in writing. This Agreement may not be assigned by either party, by operation of law or otherwise, without the prior written consent of the other party, and any attempt to do so shall be void, provided, however, that either party shall be permitted to assign this agreement to any purchaser of all or substantially all of such party\u2019s assets or equity interests, without consent, provided such purchaser agrees to be bound by all terms and conditions contained herein.\n10. Miscellaneous. This Agreement shall be governed by, construed, and enforced in accordance with the laws, and in the courts, of the State of Ohio, County of Lake, without giving effect to any conflict of laws principles. This Agreement shall be binding upon and shall inure to the benefit of the successors, permitted assigns, and Representatives of the parties hereto. All notices under this Agreement must be in writing addressed to the address first listed above, or at such other address as may be provided by such party from time to time. This Agreement may be executed in counterparts, each of which shall be deemed an original.\n11. Term. This Agreement shall become effective upon execution by the parties and shall continue in full force and effect for a period of two (2) years from the date thereof, provided however, that the obligations of the parties contained herein shall continue for a period of five (5) years following the date of such termination.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of this ___ day of __________, 201__.\nChemsultants International, Inc. Company:\nBy: By:\nIts: Its:\n", - "spans": [ - [ - 0, - 32 - ], - [ - 33, - 339 - ], - [ - 339, - 442 - ], - [ - 443, - 754 - ], - [ - 754, - 974 - ], - [ - 975, - 1004 - ], - [ - 1004, - 1888 - ], - [ - 1888, - 1932 - ], - [ - 1932, - 2028 - ], - [ - 2028, - 2122 - ], - [ - 2122, - 2289 - ], - [ - 2289, - 2471 - ], - [ - 2472, - 2508 - ], - [ - 2508, - 2732 - ], - [ - 2732, - 2817 - ], - [ - 2817, - 3172 - ], - [ - 3172, - 3480 - ], - [ - 3480, - 3576 - ], - [ - 3576, - 4080 - ], - [ - 4081, - 4096 - ], - [ - 4096, - 4113 - ], - [ - 4113, - 4665 - ], - [ - 4665, - 4860 - ], - [ - 4861, - 4901 - ], - [ - 4901, - 5265 - ], - [ - 5265, - 5451 - ], - [ - 5452, - 5476 - ], - [ - 5476, - 5913 - ], - [ - 5914, - 5927 - ], - [ - 5927, - 6203 - ], - [ - 6203, - 6290 - ], - [ - 6291, - 6319 - ], - [ - 6319, - 6549 - ], - [ - 6549, - 6823 - ], - [ - 6824, - 6858 - ], - [ - 6858, - 7032 - ], - [ - 7032, - 7220 - ], - [ - 7220, - 7388 - ], - [ - 7389, - 7406 - ], - [ - 7406, - 7663 - ], - [ - 7663, - 8118 - ], - [ - 8119, - 8138 - ], - [ - 8138, - 8343 - ], - [ - 8343, - 8492 - ], - [ - 8492, - 8666 - ], - [ - 8666, - 8756 - ], - [ - 8757, - 8767 - ], - [ - 8767, - 9088 - ], - [ - 9089, - 9190 - ], - [ - 9191, - 9232 - ], - [ - 9233, - 9240 - ], - [ - 9241, - 9250 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 27 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 18 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 14, - 16 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://cheminstruments.com/media/wysiwyg/Non-Disclosure_Agreement_one_way_2014.pdf" - }, - { - "id": 264, - "file_name": "Non-disclosure-Agreement_7.pdf", - "text": "Non-Disclosure Agreement\nBackground\nMariAl Associates Ltd are conscious of the sensitive nature of texts supplied to us for translation.\nWe have confidentiality agreements in place with our translators and would be happy to provide a blanket agreement or sign a specific agreement before commencing any work. Please note that any confidential information is destroyed once the matter has completed unless reasonably required.\nNon-Disclosure Agreement\nto:\nhereinafter referred to as (\"the Client\").\nBy\nMariAl Associates Ltd, 36 Gallon Close, Greenwich, London, SE7 8SY hereinafter referred to as (\"the Company\").\nIn this agreement:\nConfidential Information means any information disclosed (whether actual or potential, whether before or after the date of this Agreement, whether in writing, in electronic format, verbally or by any other means and whether directly or indirectly) by or on behalf of the Client to the Company, which relates to the Services including but not exclusively information about venues, prints, contractors, customers, data, employees, sponsors, suppliers, policies, prices, discounts, business development, financial plans, marketing development, manpower plans, methods, services, ideas, projects, rights, products, project development and all other information which might cause considerable harm to the Client and/or to the Client\u2019s business were it to be available and/or used by any third party;\nServices means the provision of translation and other language services.\n1. The Company acknowledges that all Confidential Information made available or disclosed to it by the Client shall remain the exclusive property of the Client and recognises that such documentation is confidential and proprietary to the Client and shall be treated as such and shall not be disclosed to a third party, save as provided in Clause 3 hereunder or as required by any applicable laws, without the prior written consent of the Client. The Company undertakes to return all such documentation at the request of the Client and, in any event, upon conclusion of the Company's need thereof. The Company shall only retain copies of any Confidential Information if necessary in completing the provision of the Services. Any Confidential Information shall at all times be stored securely and the Company shall take reasonable precautions to prevent any unauthorised disclosure. Employee\u2019s and agents of the Company shall only be given access to the Confidential Information in order to proceed with the Services.\n2. The Company undertakes to treat all Confidential Information not in the public domain that it may become a party to as a result of providing the Services to the Client and its associates, including the existence of the request for the Services, the names of the parties involved and any information contained in or which otherwise reflects the information in the documentation received from the Client, as confidential. The Company further undertakes that such Information shall not be disclosed to a third party, save as provided in Clause 4 below, without the prior written consent of the Client.\n3. The Company hereby discloses that it may subcontract all or part of the Services provided to the Client. In such event the Company will use its reasonable endeavours to ensure that all of its Subcontractors, to whom disclosure of the Information is made, act in accordance with the terms of this Agreement as if each were a party hereto. Any third party to whom Confidential Information is provided shall be informed of the confidential nature of the information disclosed.\n4. The parties agree that information is not to be regarded as Confidential Information and that the Company will have no obligation with respect to any information which the Company can demonstrate:\n4.1 is publicly available at the time of disclosure;\n4.2 is or becomes known to the public through no wrongful act of the Company;\n4.3 is used or disclosed with the prior written authorisation of the Client; or\n4.4 is disclosed by the Company in compliance with a legal requirement of a government agency or otherwise where disclosure is required by operation of law.\n5. This agreement shall come into effect on the date of this Agreement and shall continue in full force and effect indefinitely or until replaced by a further agreement between the parties.\n6. General\n6.1 No changes to this Agreement are effective unless signed by both parties.\n6.2 The Company acknowledges that damages may not adequately compensate for a breach of this Agreement, and that the Client may also seek such other remedies, including injunctions, as it desires.\n6.3 This Agreement is governed by and shall be construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English Courts.\n6.4 The parties to this Agreement confirm that no terms of this agreement are enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement.\nSigned for and on behalf of MariAl Associates Signed for and on behalf of \u2018Client\u2019 Ltd\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 35 - ], - [ - 36, - 54 - ], - [ - 54, - 136 - ], - [ - 137, - 309 - ], - [ - 309, - 425 - ], - [ - 426, - 441 - ], - [ - 441, - 450 - ], - [ - 451, - 454 - ], - [ - 455, - 497 - ], - [ - 498, - 500 - ], - [ - 501, - 564 - ], - [ - 564, - 611 - ], - [ - 612, - 630 - ], - [ - 631, - 1425 - ], - [ - 1426, - 1498 - ], - [ - 1499, - 1945 - ], - [ - 1945, - 2096 - ], - [ - 2096, - 2223 - ], - [ - 2223, - 2380 - ], - [ - 2380, - 2514 - ], - [ - 2515, - 2938 - ], - [ - 2938, - 3116 - ], - [ - 3117, - 3225 - ], - [ - 3225, - 3458 - ], - [ - 3458, - 3593 - ], - [ - 3594, - 3793 - ], - [ - 3794, - 3846 - ], - [ - 3847, - 3924 - ], - [ - 3925, - 4004 - ], - [ - 4005, - 4161 - ], - [ - 4162, - 4351 - ], - [ - 4352, - 4362 - ], - [ - 4363, - 4367 - ], - [ - 4367, - 4440 - ], - [ - 4441, - 4445 - ], - [ - 4445, - 4637 - ], - [ - 4638, - 4642 - ], - [ - 4642, - 4802 - ], - [ - 4803, - 4807 - ], - [ - 4807, - 4938 - ], - [ - 4938, - 4996 - ], - [ - 4997, - 5083 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21, - 24, - 25 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://marialassociates.com/wp-content/uploads/2018/05/Non-disclosure-Agreement.pdf" - }, - { - "id": 265, - "file_name": "Non-disclosure-Agreement_9.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nBOOSTER Precision Components GmbH\nW\u00f6hlerstra\u00dfe 8-10\n60323 Frankfurt am Main\nGermany\nPlace, Date, Signature, Stamp\nRECITALS:\nBoth Contract Partners intend to exchange information, documents (including expert opinions, notes, correspondence, evaluations, and conclusions), data and/or knowledge \u2013 regardless whether these be transmitted verbally, in writing or electronically \u2013 as well as prototypes and prototype components which may have already been manufactured (hereinafter commonly referred to as \u201cInformation\u201d) which the disclosing party (\u201cDiscloser\u201d) concerned considers to be worthy of being protected and treated confidentially. The exchange of information serves to evaluate the possibility of a supply relationship between the Contract Partners (\u201cPurpose of Exchange\u201d). In order to enable the non-disclosure and the exchange of information the Contract Partners agree as follows:\nThe Contract Partners undertake to keep the Information in accordance with the detailed provisions of this contract as disclosed by the other Contract Partner secure and take the necessary precautions to ensure that third parties have no access to the Information and that the Information is not disclosed to third parties.\n1. The Contract Partner receiving the Information (\u201eRecipient \u201c) will not disclose the Information received to third parties or use the Information for own business purposes for any other purpose except the Purpose of Exchange, without first obtaining the written agreement of the Discloser. This applies explicitly also to the use of Information for the purpose of registering patents, brands, and other intellectual property. The Recipient will ensure that the Information is only disclosed to those employees who need to know the same for the Purpose of Exchange and who explicitly know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clauses 1 and 2. The Discloser may request from the Recipient a non-disclosure obligation of the employee at any time.\n2. The aforementioned non-disclosure obligation and restriction of use laid down herein does not extend to such information which is state of the art in the public domain and to which the Recipient has access without breach of law, and also not to such information to which the Recipient already had access without breach of law before the Information was disclosed to him by the Discloser, and finally not to such information which the Recipient was eligible to obtain from a third party. The Recipient bears the burden of proof. Nothing in this non-disclosure agreement will prevent the Recipient from making any disclosure of the Information required by law or by any competent authority. In such case the Recipient undertakes to inform the Discloser without delay of his obligation to disclose, will cooperate upon request of the Discloser and at own expenses on the defense against the obligation to disclose and will fulfil this obligation only to such extent as required by law.\n3. Upon request of the Discloser the Recipient will return all Information including all copies and records or delete electronically stored data \u2013 also in the framework of a back-up, provided this does not involve disproportionate expenditure, whereby the Discloser shall be provided proof of the deletion.\n4. There is mutual consent that this agreement cannot be interpreted in such a way that the Contract Partners grant each other a license for imparted know-how, inventions, and patents, or undertake to grant each other a license, grant other rights to intellectual property in connection with the Information. This agreement does not bind the Contract Partners in any service-, works-, broker-, joint venture- or company agreement.\n5. This Discloser shall not be liable for damage of any kind arising from the transfer or use of the Information; in particular, the Discloser is not responsible for the Information injuring the rights of third parties. The Discloser is not responsible for the completeness, correctness, or usability of the Information.\n6. An assignment of the rights arising from this agreement is not permitted. There is mutual agreement, however, that the rights granted in this agreement are due to the customer of the Discloser within the framework of an agreement in favor of a third party.\n7. This agreement is not a preliminary agreement and does not oblige either of the Contract Partners to enter into further contract negotiations or conclude a further-reaching contract. This agreement does not justify any further pre-contractual obligations.\n8. The Contract Partners agree that there is no adequate legal protection against any injury arising from this agreement due to the special nature of the Information to be kept secret. Any injury to the non-disclosure obligation would lead to irreparable damage to the Discloser. The Recipient therefore undertakes to inform the Discloser without delay as soon as has gained such knowledge himself of any unpermitted disclosure or unpermitted use as laid down in this agreement of any Information.\n9. This agreement comes into effect upon signing by both Contract Partners and applies to Information which has already been exchanged within the framework of the Purpose of Exchange. The agreement shall be valid for a fixed period of five years after the end of an individual Project or from the date of last disclosure. The non-disclosure obligation shall continue to apply upon termination of the agreement for the Information exchanged within the agreement.\n10. Each Contract Partner alone bears any costs arising in conjunction with this agreement and the Information.\n11. Amendments or modifications to this agreement require the written form. This also applies to an amendment or modification of this requirement of the written form.\n12. German law is applicable to this agreement. The court of jurisdiction for any disputes arising from or in the broadest sense in connection with this agreement as far as this is legally permissible. The Discloser has the right to take legal actions arising directly or indirectly out of this Non-discloser agreement against Contract Partner a court with jurisdiction at Discloser\u2019s discretion.\n13. Should any individual provisions of this agreement be or become invalid, this will not affect the remaining terms of this agreement. By means of (supplementary) interpretation the rules shall apply that correspond best to the economic purpose of the provision that has become invalid. If the interpretation is excluded for legal reasons, the Contract Partners undertake to make additional agreements. This also applies in the event of any gap arising and that must be filled upon implementation or interpretation of the agreement.\nSupplier:\nName of the Company:\nAddress:\nResponsible Person:\nPlace, Date, Signature, Stamp\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 58 - ], - [ - 59, - 76 - ], - [ - 77, - 83 - ], - [ - 83, - 100 - ], - [ - 101, - 108 - ], - [ - 109, - 138 - ], - [ - 139, - 148 - ], - [ - 149, - 662 - ], - [ - 662, - 805 - ], - [ - 805, - 914 - ], - [ - 915, - 1238 - ], - [ - 1239, - 1531 - ], - [ - 1531, - 1667 - ], - [ - 1667, - 1949 - ], - [ - 1949, - 2050 - ], - [ - 2051, - 2541 - ], - [ - 2541, - 2582 - ], - [ - 2582, - 2743 - ], - [ - 2743, - 3036 - ], - [ - 3037, - 3343 - ], - [ - 3344, - 3653 - ], - [ - 3653, - 3774 - ], - [ - 3775, - 3995 - ], - [ - 3995, - 4095 - ], - [ - 4096, - 4173 - ], - [ - 4173, - 4355 - ], - [ - 4356, - 4542 - ], - [ - 4542, - 4614 - ], - [ - 4615, - 4800 - ], - [ - 4800, - 4895 - ], - [ - 4895, - 5112 - ], - [ - 5113, - 5297 - ], - [ - 5297, - 5435 - ], - [ - 5435, - 5574 - ], - [ - 5575, - 5686 - ], - [ - 5687, - 5763 - ], - [ - 5763, - 5853 - ], - [ - 5854, - 5902 - ], - [ - 5902, - 6056 - ], - [ - 6056, - 6250 - ], - [ - 6251, - 6388 - ], - [ - 6388, - 6540 - ], - [ - 6540, - 6656 - ], - [ - 6656, - 6785 - ], - [ - 6786, - 6795 - ], - [ - 6796, - 6816 - ], - [ - 6817, - 6825 - ], - [ - 6826, - 6845 - ], - [ - 6846, - 6875 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11, - 12, - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18, - 19 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.booster-precision.com/files/booster/files/Non-disclosure-Agreement.pdf" - }, - { - "id": 267, - "file_name": "Non_Disclosure_Agreement_1.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made and entered into as of the ______ day of ___________________, 201___ (\u201cEffective Date\u201d), by and between the University of Dayton, having a principal place of business at 300 College Park Drive, Dayton, OH 45469 (the \u201cUniversity\u201d), and ______________________________ (the \u201cVendor\u201d). For purposes of this Agreement, the University and Vendor are collectively referred to as \u201cparties,\u201d and each individually as a \u201cparty.\u201d\nWHEREAS, the University is exploring, with multiple service providers, the possibility of entering into a long-term collaborative relationship where the selected service provider would assume portions of the University\u2019s business services and/or functions of its Facilities Management organization (the \u201cProject\u201d);\nWHEREAS, Vendor desires that the University consider selecting it as a service provider for the Project;\nWHEREAS, the parties desire the ability to explore fully a potential relationship between them for the Project, but in so doing, both parties desire to keep confidential the details of their discussions as well as information they have shared and will share with each other in furtherance of assessing the Project;\nWHEREAS, the University desires that the mere fact of the Project\u2019s existence be kept strictly confidential unless and until the University decides to make that fact public (in which case such publicity shall be managed by the University); and\nWHEREAS, this Agreement sets forth the terms and restrictions that will apply to confidential and/or proprietary information exchanged by and between the parties.\nNOW, THEREFORE, the parties hereto agree as follows:\n1.0 For purposes of this Agreement, \u201cDisclosing Party\u201d can mean either the University or Vendor, and \u201cRecipient\u201d can mean either the University or Vendor.\n2.0 For purposes of this Agreement, \u201cConfidential Information\u201d means any information of a confidential and/or proprietary nature first disclosed to the Recipient by the Disclosing Party in connection with discussions between the parties regarding the Project on, before or after the Effective Date, which information is either: (a) in documents or other tangible materials clearly marked CONFIDENTIAL or the like at the time of disclosure or otherwise communicated to be confidential; or (b) provided orally or in any other intangible form, if at the time of first disclosure the Disclosing Party tells the Recipient that the information is confidentially; or (c) although not marked \u201cCONFIDENTIAL\u201d or verbally described to be confidential, Recipient reasonably should know the information is confidential and not generally known to the public. Confidential Information may be information and documents; in written or oral form; factual, interpretive or strategic; analyses, compilations, studies, records or data prepared by a party or a party\u2019s representatives; or information or documents that reflect or otherwise are generated from Confidential Information. Confidential Information shall also include the fact that the parties are considering the Project, until such date such fact is made public by the University.\n3.0 \u201cConfidential Information\u201d shall not mean or include, and the parties shall have no obligations with respect to, information which: (a) is already known to the Recipient at the time of its disclosure by the Disclosing Party, through no wrongful act of the Recipient; (b) is, or becomes, publicly known, through publication, inspection of a product or otherwise, and through no wrongful act of Recipient; (c) is or has been independently developed by or for the Recipient; (d) is received by the Recipient from a third party without similar restrictions as to non-disclosure and without breach of this Agreement; (e) is approved for release by written authorization of the Disclosing Party; or (f) is disclosed by the Recipient upon receipt of a legal opinion from counsel that such disclosure is required pursuant to the lawful requirement or request of a governmental agency or disclosure is otherwise required by operation of law (provided, however, that the Recipient shall notify and cooperate with Disclosing Party regarding such required disclosure as set forth in Section 6.0).\n4.0 The Recipient shall not disclose to any other person, firm or corporation, other than its employees, directors, agents, or representatives, including without limitation, attorneys, accountants, appraisers and financial advisors, who have a \u201cneed to know\u201d for purposes of completing any assessment of the Project (collectively, \u201crepresentatives\u201d) any of the Confidential Information received from the Disclosing Party hereunder, by using the same degree of care to avoid disclosure of such Confidential Information as Recipient employs with respect to its own proprietary and confidential information of like kind. The Recipient further agrees to inform its representatives of the confidential nature of the Confidential Information and take reasonable steps to ensure its representatives will abide by the terms of this Agreement.\n5.0 The Confidential Information shall be and remain the property of the Disclosing Party and will be returned to the Disclosing Party immediately, upon written request, or destroyed, at the Disclosing Party\u2019s option. That portion of the Disclosing Party\u2019s Confidential Information which consists of analyses, compilations, studies or other documents or records prepared by the Recipient, or its representatives, shall be held by the Recipient and kept confidential and subject to the terms of this Agreement, or shall be destroyed.\n6.0 In the event that the Recipient is requested to disclose all or any part of the Confidential Information received hereunder, the Recipient agrees to immediately notify the Disclosing Party of the existence, terms, and circumstances surrounding such a request. If any court or regulatory order or other service of legal process or open records statute requires the Recipient to disclose information covered by its confidentiality obligation, then such party will provide the Disclosing Party with prompt notice of any such order or process so that the Disclosing Party may attempt to prevent such order of disclosure, and the parties shall also work together to ensure that any such required disclosure is carried out pursuant to a protective order (or other similar protection) to prevent further disclosure of the Confidential Information.\n7.0 Vendor shall not make use of this Agreement, or the University\u2019s name or that of any member of the University\u2019s staff, for publicity or advertising purposes without prior written approval of the University.\n8.0 The confidentiality requirements of this Agreement shall continue to apply even if Vendor is not selected by the University to perform the Project.\n9.0 The parties agree that irreparable harm may result if Vendor fails to abide by the confidentiality requirements set forth in the agreement. In the event of a breach by Vendor of the confidentiality requirements of this Agreement, the University shall have the right to seek injunctive and/or other preliminary or equitable relief, without having to prove actual damages or to post a bond. Such relief shall be in addition to any other remedies and damages available to the University.\n10.0 This Agreement and any performance hereunder shall be interpreted in accordance with and shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.\n11.0 This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the confidential nature of materials exchanged as part of assessing, discussing or otherwise exploring the Project and supersedes all previous communications, both oral and written, representations and understandings between the parties with respect to the subject matter of this Agreement. If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted and the remaining provisions of this Agreement will remain in full force and effect.\n12.0 No amendment, modification, and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement, and will become a binding agreement when one or more of the counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date first above written.\nUniversity of Dayton Vendor: _________________________________\n________________________________________________ _________________________________________________\nPrinted Name: ______________________________ Printed Name: _______________________________\nTitle: _________________________________________ Title: __________________________________________\nDate: _________________________________________ Date: __________________________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 118 - ], - [ - 118, - 343 - ], - [ - 343, - 359 - ], - [ - 359, - 494 - ], - [ - 494, - 495 - ], - [ - 496, - 810 - ], - [ - 811, - 915 - ], - [ - 916, - 1230 - ], - [ - 1231, - 1474 - ], - [ - 1475, - 1637 - ], - [ - 1638, - 1690 - ], - [ - 1691, - 1695 - ], - [ - 1695, - 1845 - ], - [ - 1846, - 1850 - ], - [ - 1850, - 2174 - ], - [ - 2174, - 2334 - ], - [ - 2334, - 2506 - ], - [ - 2506, - 2691 - ], - [ - 2691, - 3009 - ], - [ - 3009, - 3167 - ], - [ - 3168, - 3304 - ], - [ - 3304, - 3439 - ], - [ - 3439, - 3576 - ], - [ - 3576, - 3644 - ], - [ - 3644, - 3784 - ], - [ - 3784, - 3865 - ], - [ - 3865, - 4256 - ], - [ - 4257, - 4261 - ], - [ - 4261, - 4875 - ], - [ - 4875, - 5091 - ], - [ - 5092, - 5096 - ], - [ - 5096, - 5310 - ], - [ - 5310, - 5624 - ], - [ - 5625, - 5629 - ], - [ - 5629, - 5889 - ], - [ - 5889, - 6469 - ], - [ - 6470, - 6680 - ], - [ - 6681, - 6685 - ], - [ - 6685, - 6832 - ], - [ - 6833, - 6837 - ], - [ - 6837, - 6977 - ], - [ - 6977, - 7226 - ], - [ - 7226, - 7321 - ], - [ - 7322, - 7327 - ], - [ - 7327, - 7536 - ], - [ - 7537, - 7542 - ], - [ - 7542, - 7942 - ], - [ - 7942, - 8148 - ], - [ - 8149, - 8154 - ], - [ - 8154, - 8390 - ], - [ - 8390, - 8672 - ], - [ - 8673, - 8791 - ], - [ - 8792, - 8821 - ], - [ - 8821, - 8854 - ], - [ - 8855, - 8904 - ], - [ - 8904, - 8953 - ], - [ - 8954, - 8968 - ], - [ - 8968, - 8999 - ], - [ - 8999, - 9013 - ], - [ - 9013, - 9044 - ], - [ - 9045, - 9052 - ], - [ - 9052, - 9094 - ], - [ - 9094, - 9101 - ], - [ - 9101, - 9143 - ], - [ - 9144, - 9150 - ], - [ - 9150, - 9192 - ], - [ - 9192, - 9198 - ], - [ - 9198, - 9240 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 20, - 37 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 15, - 18 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33, - 39 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 21, - 24 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15, - 17, - 18, - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21, - 27, - 36 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 21, - 25 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://udayton.edu/finadmin/_resources/docs/purchasing_and_business_services/documents/Non_Disclosure_Agreement.pdf" - }, - { - "id": 268, - "file_name": "Non_Disclosure_Agreement_2.pdf", - "text": "This Non-Disclosure Agreement (hereinafter called the \u201cAgreement\u201d) is made on Date of signing (hereinafter the \u201cEffective Date\u201d) by and between:\nCW Fletcher & Sons Ltd\nSterling Works\nMansfield Road\nWales Bar\nSheffield\nS26 5PQ\n(Hereinafter referred to as \u201cC.W. Fletcher\u201d)\nRepresented by Name and Title.\nand\nName of Company\nStreet Name\nName of City\nPostcode\n(Hereinafter referred to as \u201cCompany Name\u201d)\nRepresented by Name and Title.\nEach referred to as a \u201cParty\u201d collectively as \u201cParties\u201d.\nCWF and Company wish to explore the possibilities of a business transaction or relationship between them relating to \u201cPLEASE WRITE HERE THE TOPIC(S) TO BE COVERED BY THIS NDA\u201d (hereinafter the \u201cPurpose\u201d). This may require the Parties to exchange Confidential Information. Such disclosure of any Confidential Information is made only for use in connection with the Purpose and only on the terms of this Agreement. Each Party acknowledges that the other Party enters into the Agreement for the benefit of itself and each Affiliate. Any disclosure of Confidential Information by a Party\u2019s Representative shall be deemed to be a disclosure by such Party for the purposes of this Agreement. Accordingly, in consideration of the disclosure of Confidential information by each Party to the other Party and the mutual promises of the Parties set forth in this Agreement, the Parties agree as set forth below.\nDEFINITIONS\n\u201cConfidential Information\u201d means all confidential and proprietary information disclosed to or obtained by the Receiving Party or its Representatives from the Disclosing Party or its Representatives, including without limitation, information relating to: proprietary technology, products, proprietary plans, services, computer programs and processes; data and source code; any inventions and associated information, manuals, plans, drawings, blueprints or schematics; information relating to Mutual Non-Disclosure Agreement C.W. Fletcher & Sons Ltd\nemployees and customers of the Disclosing Party; promotional and marketing information and opportunities; financial information; trade secrets; any and all information that a Receiving Party may obtain on a walk-through examination of the Disclosing Party\u2019s and/or its clients\u2019 premises; the existence of discussions between the Parties regarding the Purpose, or any of the terms, conditions or other facts with respect thereto (including the status of such discussions); and all information, of any nature whatsoever, disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, whether before or after the date of this Agreement. In each case such information may be contained in tangible materials including, but not limited to writings, drawings, models, prototypes, test specimens, production units, data specifications, reports, analysis, methods, compilations and computer programs, or may be in the nature of verbally or visually communicated intellectual knowledge.\n\u201cAffiliates\u201d means any entity or person controlling (directly or indirectly), controlled by or under common control with a Party; control meaning direct or indirect beneficial ownership of more than 50% of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that entity or person.\n\u201cDisclosing Party\u201d means a Party disclosing Confidential Information including its Affiliates and Representatives.\n\u201cReceiving Party\u201d means a Party receiving or obtaining Confidential Information, including its Affiliates and Representatives.\n\u201cRepresentatives\u201d means the employees, Affiliates, agents, contractors, consultants, representatives and professional advisors of a Party.\n1. In respect of all Confidential Information in whatever form acquired prior to or during the period of this Agreement by one party (the \u201cReceiving Party\u201d) from the other party (the \u201cDisclosing Party\u201d) relating to the Purpose, the Receiving Party undertakes:-\nA. Only to use the information for evaluating or preparing quotation in respect and/or evaluation of the Purpose.\nB. Only to disclose the information and then only to the extent necessary to those of its employees to whom disclosure is necessary.\nC. Not to disclose the Confidential Information to any third party or the fact that the Confidential Information is being exchanged, except with the expressed authorisation in writing by the Disclosing Party and is obliged to enter into an identical confidentiality agreement with the such third party.\nD. Not to copy or reduce the Confidential Information to writing or store in any computer readable form except as may be reasonably necessary for the Purpose.\nE. To return to the Disclosing Party on demand all information which has been supplied to or acquired by it in the form of drawings or written material or other recorded form including all copies thereof, and to delete all information stored in computer readable form, and the Receiving Party will be responsible for the fulfilment of the above obligation on the part of its employees.\nMutual Non-Disclosure Agreement C.W. Fletcher & Sons Ltd\n2. Paragraph 1. will not apply to any Confidential Information which:-\nA. is in or comes into the public domain otherwise than by a breach of this Agreement or\nB. the Receiving Party has in its possessions without restriction on disclosure prior to the receipt from the Disclosing Party, or\nC. The Receiving Party lawfully receives from a bona-fide third party without restriction on disclosure, or\nD. Is developed independently by the Receiving Party without any portion of the development having been based on the Confidential Information.\n3. The Receiving Party may disclose Confidential Information without liability to the extent such disclosure is:\nA. required by applicable law, government authority, duly authorised subpoena or court order, in which case the Receiving Party will provide prompt written notice to the Disclosing Party (unless such notice is prohibited by applicable law) and endeavour to give the Disclosing Party an opportunity to respond prior to making the disclosure;\nB. required to be made to a court or other judicial administrative tribunal in connection with the enforcement of either Party\u2019s rights under the Agreement; or\nC. approved in advance by Disclosing Party\u2019s authorised representative in writing.\n4. This Agreement shall not the construed as granting expressly or implied during the term of the Agreement or thereafter any rights in respect of any patent, copyright or other intellectual property right belonging to the Disclosing Party as necessary for the Purpose.\n5. This Agreement shall come into force on the Effective Date and shall automatically expire and terminate 10 year(s) from the Effective Date. This agreement may be terminated by either Party (i) at any time on fifteen (15) days prior written notice to the other Party; and (ii) immediately upon written notice of the other Party\u2019s breach of any term of the Agreement. The Agreement will continue in full force and effect until so terminated. Upon the termination of the Agreement or at any time upon the Disclosing Party\u2019s written request, Receiving Party will at its expense return all confidential information or destroy the same and certify in writing as to such destruction within five (5) business days after the date of such destruction. The confidentiality obligations set out in this Agreement will survive expiry and/or termination of this Agreement for a period of one (1) year. One archival copy of the Confidential Information shall be retained by the Receiving Party for internal audit purposes only.\n6. This Agreement supersedes all prior written or oral negotiations, commitments, agreement and understandings between the Parties relating to confidentiality and constitutes the entire agreement between the Parties with respect to confidentiality. The Agreement will not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a writing signed by the Parties\u2019 authorised representatives.\n7. The Disclosing Party makes no representation or warranty that the confidential Information does not infringe any intellectual property right of any third party. The Confidential Information disclosed hereunder is provided \u201cas is\u201d and without any warranty, express, implied or statutory.\n8. The Parties will comply with all applicable laws in the use of the Confidential Information and performance of this Agreement, including without limitation the EU, UK and U.S. export control and trading sanctions rules and regulations.\n9. The Parties agree that breach of this Agreement may result in a Party suffering irreparable harm from the unauthorised use or disclosure of the Confidential Information and may not have an adequate remedy in money or damages. Accordingly, the Parties will be entitled to seek injunctive relief, and any other relief permitted by applicable law, from any court of competent jurisdiction to enforce its rights under this agreement. Failure or delay by a Party to enforce any right, power, or privilege created in this Agreement will not operate as an implied waiver thereof, nor will any single or partial enforcement preclude any other or further enforcement of any other right, power or privilege.\n10. This agreement shall be governed by and interpreted in accordance with the laws of England and the Parties agree to submit to the exclusive jurisdiction of the English Courts for any and all disputes, claims and indifference arising out of, or in connection with this Agreement.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by the authorised representative as of the Effective Date,\nC.W.Fletcher & Sons Ltd Company entering NDA with\nSignature\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. 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Registered in England & Wales with Company Number ( )\n1. Purpose. The Discloser has agreed to make available to the Recipient certain Confidential Information (as defined below) of the Discloser for the purpose of evaluating a possible business transaction with the Discloser.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, opt-in information including Short-code and URL information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Discloser in writing.\n3. Non-Disclosure of Confidential Information. The Recipient agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Recipient has had or will have directors, officers, employees, consultants and agents of Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.\n4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.\n5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded.\n6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement.\n7. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of three (3) years following the date of this Agreement.\n8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\n9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the United Kingdom, and shall be binding upon the parties hereto in United Kingdom and worldwide.\n10. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\nFor and on behalf of For and on behalf of\nMMGRP Limited [ ]\nPrint Name Print Name\nPosition Position\nDate: Date:\nMMGRP Limited, 145 \u2013 157 St Johns Street, London, EC1V 4PW\nCompany Number: 07527443 DPA Registration Number: Z2553231\nt. +44 (0) 207 873 2421 f. +44 (0) 844 443 2349 e. sales@mmgrp.co.uk\n", - "spans": [ - [ - 0, - 30 - ], - [ - 31, - 125 - ], - [ - 126, - 134 - ], - [ - 135, - 298 - ], - [ - 299, - 302 - ], - [ - 303, - 354 - ], - [ - 354, - 407 - ], - [ - 408, - 420 - ], - [ - 420, - 630 - ], - [ - 631, - 646 - ], - [ - 646, - 1128 - ], - [ - 1128, - 1217 - ], - [ - 1217, - 1388 - ], - [ - 1388, - 1552 - ], - [ - 1552, - 1610 - ], - [ - 1611, - 1658 - ], - [ - 1658, - 1793 - ], - [ - 1793, - 2069 - ], - [ - 2069, - 2492 - ], - [ - 2492, - 2942 - ], - [ - 2942, - 3093 - ], - [ - 3094, - 3119 - ], - [ - 3119, - 3422 - ], - [ - 3422, - 3624 - ], - [ - 3625, - 3649 - ], - [ - 3649, - 3892 - ], - [ - 3893, - 3916 - ], - [ - 3916, - 4300 - ], - [ - 4301, - 4310 - ], - [ - 4310, - 4490 - ], - [ - 4491, - 4509 - ], - [ - 4509, - 4735 - ], - [ - 4735, - 4835 - ], - [ - 4836, - 4871 - ], - [ - 4871, - 5071 - ], - [ - 5072, - 5086 - ], - [ - 5086, - 5371 - ], - [ - 5371, - 5808 - ], - [ - 5809, - 5850 - ], - [ - 5851, - 5868 - ], - [ - 5869, - 5890 - ], - [ - 5891, - 5908 - ], - [ - 5909, - 5920 - ], - [ - 5921, - 5979 - ], - [ - 5980, - 6009 - ], - [ - 6009, - 6038 - ], - [ - 6039, - 6107 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.mmgrp.co.uk/i/downloads/Non_Disclosure_Agreement.pdf" - }, - { - "id": 270, - "file_name": "Non_Disclosure_Canada_BC.pdf", - "text": "Mutual Non-Disclosure & Stand Still Agreement\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is made between Adroit Investments L.L.C. (\u201cAIL\u2019) and _______________________________________________________ (\u201cCompany\u201d) these companies, which may sometimes hereinafter be referred to as (\u201cthe parties\u201d)\nIt is understood and agreed to that the parties would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:\nThe confidential information to be disclosed under this Agreement (\u201cConfidential Information\u201d) can be described as and includes:\n1. Technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as \u201cConfidential Information\u201d at the time of its disclosure.\nIn addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is:\n(a) Disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or\n(b) Disclosed in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.\n2. The parties shall use the Confidential Information only for the purpose of evaluating potential business, employment and/or investment relationships.\n3. The parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members, agents, advisors, funders, bankers, consultants and/or employees having a need to know. The parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.\n4. This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed.\n5. The parties warrant that they have the right to make the disclosures under this Agreement.\n6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.\n7. The Company will not, without the prior written consent of \u201cAIL\u201d for a period of forty five days (45), enter into any agreement regarding, or negotiate with, solicit, encourage, or furnish information to, or participate in any discussion with, any person, entity or organization in connection with any proposal for a business combination or acquisition or purchase involving any of such persons or entities, the Assets or the Stock, and the Company will immediately terminate any present discussions or negotiations concerning the same.\n8. Both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.\n9. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party\u2019s decision to use or rely on any information exchanged under this Agreement.\n10. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.\n11. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the Alberta, Canada. In the event that this agreement, is breached, any and all disputes must be settled in a court of competent jurisdiction in the Province of British Columbia, Canada.\n12. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.\nWHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.\nAdroit Investment L.L.C (AIL)\nName: ________________________________________________________________\nSignature: ________________________________________________________________\nDate: ________________________________________________________________\n______________________________________ (Company)\nName: ________________________________________________________________\nTitle: ________________________________________________________________\nSignature: ________________________________________________________________\nDate: ________________________________________________________________\n", - "spans": [ - [ - 0, - 45 - ], - [ - 46, - 151 - ], - [ - 151, - 207 - ], - [ - 207, - 301 - ], - [ - 302, - 430 - ], - [ - 430, - 572 - ], - [ - 573, - 701 - ], - [ - 702, - 1167 - ], - [ - 1168, - 1342 - ], - [ - 1343, - 1472 - ], - [ - 1473, - 1694 - ], - [ - 1695, - 1847 - ], - [ - 1848, - 2077 - ], - [ - 2077, - 2349 - ], - [ - 2350, - 2452 - ], - [ - 2452, - 2491 - ], - [ - 2491, - 2575 - ], - [ - 2575, - 2658 - ], - [ - 2658, - 2784 - ], - [ - 2784, - 2815 - ], - [ - 2816, - 2909 - ], - [ - 2910, - 3179 - ], - [ - 3179, - 3313 - ], - [ - 3314, - 3414 - ], - [ - 3414, - 3853 - ], - [ - 3854, - 4183 - ], - [ - 4184, - 4499 - ], - [ - 4500, - 4961 - ], - [ - 4962, - 5177 - ], - [ - 5177, - 5306 - ], - [ - 5306, - 5404 - ], - [ - 5404, - 5569 - ], - [ - 5570, - 5842 - ], - [ - 5843, - 5995 - ], - [ - 5996, - 6025 - ], - [ - 6026, - 6032 - ], - [ - 6032, - 6096 - ], - [ - 6097, - 6108 - ], - [ - 6108, - 6172 - ], - [ - 6173, - 6179 - ], - [ - 6179, - 6243 - ], - [ - 6244, - 6283 - ], - [ - 6283, - 6292 - ], - [ - 6293, - 6299 - ], - [ - 6299, - 6363 - ], - [ - 6364, - 6371 - ], - [ - 6371, - 6435 - ], - [ - 6436, - 6447 - ], - [ - 6447, - 6511 - ], - [ - 6512, - 6518 - ], - [ - 6518, - 6582 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6, - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9, - 10 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 19 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.cccabc.bc.ca/act/actions/2007/NFS/Non_Disclosure_Canada_BC.pdf" - }, - { - "id": 271, - "file_name": "Non_disclodure_contract.pdf", - "text": "Non-Disclosure Agreement\nBetween\nEBZ \nBleicherstra\u00dfe 7\n88212 Ravensburg\n\u2013 herein referred to as PURCHASER \u2013\nand\n(company name and address)\n\u2013 herein referred to as CONTRACTOR \u2013\nI. The PURCHASER and the CONTRACTOR intend to cooperate.\nII. Within this cooperation, it is necessary that the PURCHASER makes available confidential documents, information, knowledge, samples and data to the CONTRACTOR.\nIII. For the reasons mentioned above, the CONTRACTOR is obliged to treat all documents, information, knowledge, samples and data made available to him by the PURCHASER, or made known to him at the PURCHASER, on the occasion of the cooperation strictly confidential and not to make these available to third parties in a direct or indirect way, neither entirely nor partly. In addition, the granted prices and conditions to the PURCHASER are secrecy and may not be disclosed to third parties without the express written consent of the PURCHASER.\nIV. The CONTRACTOR must neither assert copyrights or other rights on documents, information, knowledge and data based on documents, information, knowledge and data which is put down to the PURCHASER, nor make or have made objects for himself or third parties, in which or upon the manufacture of which documents, information, knowledge, samples and data by the PURCHASER directly or indirectly are used, unless the PURCHASER has given written approval explicitly beforehand.\nV. The CONTRACTOR must make all adequate arrangements in his premises, where he carries out work for the PURCHASER, in order to adhere to the non-disclosure agreement according to this agreement; he will especially ensure that third parties will not gain access to the locations where the PURCHASER orders are handled.\nVI. The CONTRACTOR is obliged to commit his employees to the appropriate secrecy in written form as far as confidential documents, information, knowledge, samples and data are made available to these in the course of the cooperation or they can gain access to documents, information, knowledge, samples and data by the PURCHASER. On request, the CONTRACTOR will present the non-disclosure agreement to the PURCHASER according to clause 1.\nVII. Beyond the scope mentioned above, the CONTRACTOR is obliged not to use any of the documents, information, knowledge, samples and data, which have been made available or which have become known to him directly or indirectly at the PURCHASER for gaining copyrights or other rights.\nVIII. The obligation to maintain secrecy as mentioned before is not valid for such documents, information, knowledge, samples and data, which have already been public at the moment of their forwarding, which have become public after their forwarding without the CONTRACTOR being responsible for this, which have been made available to the other CONTRACTOR by a third party after their forwarding in a legally allowable way and without any limitation regarding secrecy or use, which have provably been in the possession of the other CONTRACTOR already at the moment of their forwarding.\nIX. The CONTRACTOR will return all documents, information, knowledge, samples and data provided in the course of the cooperation including all copies thereof to the PURCHASER. In the case of retention of documents, information, knowledge, samples and data or copies by the CONTRACTOR or his assistants or agents, the PURCHASER may assert claim for damages.\nX. The CONTRACTOR will observe the BDSG (Bundesdatenschutzgesetz = German Data Protection Act), regulations and other regulations for the data protection. In the case that the CONTRACTOR is granted access no matter of which kind by the PURCHASER to data for performance of the contractual works in terms of the BDSG or made known such data by the PURCHASER, the CONTRACTOR will only consign Employees, Assistants or Agents with the performance of the contractual work, who are obliged to data secrecy in terms of \u00a7 5 BDSG. On request of the PURCHASER, the CONTRACTOR will present the agreement made with the Employees, Assistants or Agents.\nThe CONTRACTOR will not make available or known the data forwarded or made known by the PURCHASER in terms of the BDSG to third parties, neither directly nor indirectly, and only use it to perform the work.\nAfter completion of the work, the CONTRACTOR will return all data forwarded by the PURCHASER including the copies thereof to the PURCHASER or completely delete the data including the copies thereof.\nXI. In the case of violating the obligations mentioned above, the CONTRACTOR will pay a contract penalty for every case of violation against one of the obligations taken over in the amount of\nEuro xxx.xxx (in words: EUR xxx thousand).\nThe assertion of the actually occurred damage remains untouched, while the forfeited contract penalty is deducted.\nXII. This non-disclosure agreement as described before ends soonest after expiration of a term of five (5) years after termination of the cooperation. Should information, knowledge, documents, samples and data require secrecy without alteration at the moment of the termination of the cooperation, the agreement partners coincide that the CONTRACTOR agrees to an extension of the term, if requested by the PURCHASER.\nXIII. Should present or future provisions of this agreement partly or entirely not be legally effective or not feasible, or later lose their legal effectiveness or feasibility, the validity of the other provisions of this agreement remain untouched. In this case, every partner to the agreement can demand the agreement of a valid provision which reaches the purpose of the ineffective provision the closest.\nXIV. The exclusive court of jurisdiction for all quarrels occurring from or in connection with this agreement including the question of achieving this agreement, its termination and its continuation after termination is the Purchaser\u2019s general court of jurisdiction.\nRavensburg,\n(place and date) (place and date)\n(Firm Stamp, Signature (Firm Stamp, Signature\nPURCHASER) CONTRACTOR)\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 32 - ], - [ - 33, - 46 - ], - [ - 47, - 63 - ], - [ - 64, - 70 - ], - [ - 70, - 80 - ], - [ - 81, - 116 - ], - [ - 117, - 120 - ], - [ - 121, - 147 - ], - [ - 148, - 184 - ], - [ - 185, - 241 - ], - [ - 242, - 405 - ], - [ - 406, - 778 - ], - [ - 778, - 949 - ], - [ - 950, - 1424 - ], - [ - 1425, - 1743 - ], - [ - 1744, - 2074 - ], - [ - 2074, - 2182 - ], - [ - 2183, - 2467 - ], - [ - 2468, - 3053 - ], - [ - 3054, - 3230 - ], - [ - 3230, - 3410 - ], - [ - 3411, - 3566 - ], - [ - 3566, - 3934 - ], - [ - 3934, - 4051 - ], - [ - 4052, - 4258 - ], - [ - 4259, - 4457 - ], - [ - 4458, - 4462 - ], - [ - 4462, - 4649 - ], - [ - 4650, - 4692 - ], - [ - 4693, - 4807 - ], - [ - 4808, - 4813 - ], - [ - 4813, - 4959 - ], - [ - 4959, - 5224 - ], - [ - 5225, - 5231 - ], - [ - 5231, - 5475 - ], - [ - 5475, - 5633 - ], - [ - 5634, - 5900 - ], - [ - 5901, - 5912 - ], - [ - 5913, - 5946 - ], - [ - 5947, - 5992 - ], - [ - 5993, - 6015 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21, - 27 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 13, - 14, - 26 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 26 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.ebz-group.com/images/pdf/Downloads_EBZ_Gruppe/Non_disclodure_contract.pdf" - }, - { - "id": 272, - "file_name": "nistmodelndareceiptofproprietaryinformationv20162fillableforwebsitedoc003pdf.pdf", - "text": "NON-DISCLOSURE AGREEMENT FOR RECEIPT OF PROPRIETARY INFORMATION\nTHIS NONDISCLOSURE AGREEMENT is by and between the National Institute of Standards and Technology (\u201cNIST\u201d), which is the party receiving proprietary information, and [Name of Disclosing Party], which is the party disclosing proprietary information (\u201cDiscloser\u201d), in order to protect the confidential information which is disclosed by Discloser to NIST. The parties hereto agree as follows:\n1. The information disclosed by Discloser to NIST under this Agreement is [detailed, non-proprietary description of proprietary information] (\u201cProprietary Information\u201d). The following NIST\u2019s representative(s) will be receiving Proprietary Information: [List the names of the NIST Employees]. NIST shall not disclose the Proprietary Information to any of its employees other than those who have a need to review it and which employees are legally obligated to honor the confidentiality provisions herein.\n2. NIST shall keep the information confidential and shall use the Proprietary Information only for internal experimental purposes or evaluation of the Proprietary Information. NIST shall not make any copies of the Proprietary Information except as necessary for its employees who are entitled to review it under Section 1 above. Any copies which are made shall be identified as belonging to Discloser and marked as \u201cconfidential.\u201d\n3. To the extent permitted by law, NIST shall protect the disclosed Proprietary Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Proprietary Information as NIST uses to protect its own confidential information of a like nature.\n4. NIST shall only have a duty to protect the Proprietary Information which is disclosed to it in writing and is identified as \u201cconfidential\u201d by Discloser, or, if disclosed orally or in any other manner, if Discloser provides NIST with a written memorandum summarizing the Proprietary Information and designating such summary as \u201cconfidential\u201d within thirty (30) days of the disclosure.\n5. This Agreement is effective as of the date of the last signature (\u201cEffective Date\u201d) and shall expire after one (1) year (\u201cExpiration Date\u201d). The terms of this Agreement shall control only Proprietary Information which is disclosed to NIST between the Effective Date and the Expiration Date. All additions or modifications to this Agreement must be in writing and signed by both parties.\n6. NIST\u2019s duties under Paragraphs 3 and 4 of this Agreement shall expire three (3) years after the Proprietary Information is received.\n7. This Agreement may be terminated immediately by either party upon delivery of written notice of termination to the other party. Such termination shall not affect NIST\u2019s duties with respect to Proprietary Information disclosed prior to termination.\n8. This Agreement imposes no obligation upon NIST with respect to information which (a) was in NIST\u2019s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of NIST; (c) is received by NIST from a third party without a duty of confidentiality; (d) is disclosed by Discloser to a third party without a duty of confidentiality on the third party; (e) is disclosed by NIST with Discloser\u2019s prior written approval or (f) is developed by NIST without reference to the Proprietary Information disclosed hereunder.\n9. These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this Agreement and are controlling.\n10. Discloser warrants that it has the right to make the disclosures under this Agreement.\n11. Neither party acquires any intellectual property rights under this Agreement. Neither party has an obligation under this Agreement to purchase, sell or license any service or item from the other party.\n12. The parties do not intend that any agency or partnership relationship be created between them by this Agreement.\n13. This Agreement is made under and shall be governed by the laws of the United States.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as follows:\nFor Discloser\nBy: _________________________________ Date: ______________________________\nName: ______________________________ Title: ________________________________\nAddress for NDA-related correspondence: ____________________________________\n____________________________________\nFor National Institute of Standards and Technology\nBy: _________________________________ By: _________________________________\nDate: ______________________________ Date: ______________________________\n[Name of Director] [Name of Division Chief]\nDirector, [Name of OU] Chief, [Name of Division]\nAddress for NDA-related correspondence:\nNIST Technology Partnerships Office\n100 Bureau Drive, Gaithersburg, Maryland 20899-2200\nRead and Acknowledged by NIST Recipients:\nName Division/OU Signature Date\nName Division/OU\nName Division/OU\nName Division/OU\n[Attach additional pages as necessary.]\nNIST EMPLOYEE -- Please route this NDA with an NDA Memo for review and signatures. When fully signed, please forward a copy of Memo and NDA to the Technology Partnerships Office (TPO) at Mail Stop 2200. 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INTERPRETATION\n1.1 In this agreement:\n\"Code\" means the UK Takeover Code issued by the Takeover Panel, as amended from time to time;\n\"Company\" means Jardine Lloyd Thompson Group plc;\n\"Confidential Information\" means all Information relating directly or indirectly to the Possible Transaction, including (a) this agreement, (b) the existence of the Possible Transaction, (c) the existence and content of the discussions and negotiations between you and us (or our respective Representatives) and (d) all Information relating to any member of our Group or any of the Company's shareholders, disclosed in any way (directly or indirectly and whether before, on or after the date of this agreement) by us, any member of our Group or any of our Representatives. Confidential Information includes all copies of any such Information and all Derivative Information.\nConfidential Information excludes:\n(i) Information that at the date of disclosure to you or your Representatives is publicly known or at any time after that date becomes publicly known or otherwise becomes available to you (otherwise than as a consequence of any breach of this agreement by you (or would constitute a breach by your Representatives, if they were a party) or which you know (or ought reasonably to have known having made reasonable enquiry) to have been disclosed in breach of any duty of confidentiality owed to us or any member of our Group);\n(ii) Information that was properly and lawfully in your or your Representatives' possession (and not subject to a confidentiality restriction) prior to the time that it was disclosed by us, any member of our Group or any of our Representatives; and\n(iii) Information independently derived by you, whether before, on or after the date of this letter, and which is not Derivative Information.\n\"Derivative Information\" means all Information created by you or your Representatives, or on your or their behalf, to the extent containing or reflecting or generated from the Confidential Information;\n\"Group\" means in relation to a party, such party's respective ultimate parent undertaking and such parent undertaking's subsidiary undertakings from time to time; \"Information\" means all information of any nature and in any form, including in writing or orally or in a visual or an electronic form or in a magnetic or digital form;\n\"JLT Group\" means the Company and each of its subsidiary undertakings from time to time;\n\"Permitted Finance Provider\" means (a) Goldman Sachs International in its capacity as a provider or prospective provider of debt finance to you or a member of your Group, and (b) any other provider or prospective provider of debt to whom we have given our prior consent in writing to you disclosing Confidential Information in accordance with paragraph 4.4, other than any such finance provider who has entered into a direct confidentiality undertaking with us in relation to the Possible Transaction on terms acceptable to us;\n\"Possible Transaction\" means the acquisition of the JLT Group by you or a member of your Group, whether by takeover offer or a scheme of arrangement, in each case pursuant to the Code;\n\"Representatives\" means the directors, officers, employees, agents and professional advisers of a party or any member of such party's Group from time to time and any Permitted Finance Providers;\n\"Restricted Person\" means any director, officer or employee of a Party or any member of their Group with whom the other Party or its Representatives comes into contact in connection with the Possible Transaction; and\n\u201cTarget Confidential Information\u201d means Information falling within paragraphs (a) to (c) of the definition of \u201cConfidential Information\u201d.\n1.2 In this agreement, a reference to:\n1.2.1 \"subsidiary undertaking\" or \"parent undertaking\" is to be construed in accordance with section 1162 (and Schedule 7) of the Companies Act 2006 and for the purposes of this definition, a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security; and\n1.2.2 a \"person\" includes a reference to a body corporate, association or partnership; and\n1.2.3 a \"party\" or \u201cParty\u201d is a reference to a party to this agreement and includes a reference to that party's legal personal representatives, successors and permitted assigns, and \"parties\" (and \u201cParties\u201d) shall be construed accordingly.\n1.3 The ejusdem generis principle of construction shall not apply to this agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms \"other\", \"including\", \"include\" and \"in particular\" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.\n1.4 The undertakings and obligations expressed to be undertaken by each party are undertakings and obligations such party owes to the other party and to each member of the other party\u2019s Group, who may enforce relevant provisions of this agreement in accordance with paragraph 13.\n2. CONFIDENTIAL INFORMATION\n2.1 You shall treat and keep all Confidential Information as confidential and shall not, without our prior written consent, directly or indirectly disclose Confidential Information to any other person other than as permitted by paragraph 3.1. You shall ensure that the Confidential Information is protected with the same security measures and degree of care that would apply to your own confidential information.\n2.2 You shall only use the Confidential Information for the purpose of considering and implementing the Possible Transaction.\n2.3 Subject always to paragraph 4.3, we shall treat and keep all Target Confidential Information as confidential and shall not, without your prior written consent, directly or indirectly disclose such Target Confidential Information to any other person other than (i) as permitted by paragraph 3.1, (ii) to Jardine Matheson Holdings Limited (or any member of its group or its advisers in connection with the Possible Transaction) and (iii) to the Takeover Panel and the Financial Conduct Authority.\n3. PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION\n3.1 The restrictions in paragraph 2.1 and 2.3 do not apply to the disclosure of Confidential Information or Target Confidential Information (as appropriate):\n3.1.1 to each party's respective Representatives who are directly concerned with the assessment of the JLT Group and implementation of the Possible Transaction and whose knowledge of the Confidential Information or Target Confidential Information (as appropriate) is reasonably necessary for these purposes; or\n3.1.2 to the extent required by law or regulation or by any court of competent jurisdiction or by the rules, or at the request of, any applicable governmental, supervisory or regulatory body or organisation or any stock exchange which, in each case, is lawfully entitled to require such disclosure (subject to paragraph 4).\n3.2 Each party shall ensure that any person (the \u201cRecipient\u201d) to whom any Confidential Information or Target Confidential Information (as appropriate) is disclosed by such party (the \u201cRelevant Party\u201d) in accordance with paragraph 3.1.1 complies with all the provisions of this agreement as if it were a party to this agreement (save that there shall be no obligation on either party to ensure that professional advisers or Permitted Finance Providers comply with paragraph 6.3.2), and, save as aforesaid, the Relevant Party shall be responsible for anything which would constitute a breach of the provisions of this agreement by the Recipient were they a party.\n4. ANNOUNCEMENTS AND DISCLOSURE\n4.1 Subject to paragraphs 4.2 and 4.3, neither party shall make any announcement relating to the Possible Transaction without the prior written consent of the other party.\n4.2 If either party is required by law or regulation or by any court of competent jurisdiction or by the rules, or at the request of, any applicable governmental, supervisory, stock exchange or regulatory body or organisation to make an announcement of the Possible Transaction or to disclose any Confidential Information, the relevant party shall, where and to the extent legally permissible, only make such announcement or disclosure after consultation with the other party and after considering its reasonable requirements as to the timing, content and manner of making such announcement or disclosure. If such a consultation is not possible before the announcement or disclosure is made, the party making such announcement or disclosure shall inform the other party of the circumstances, timing, content and manner of making of the announcement or disclosure as soon as reasonably practicable after such announcement or disclosure is made.\n4.3 Nothing in this agreement shall prevent the Company from making any public announcement as referred to in Rule 2.3(d) of the Takeover Code.\n4.4 Before you approach any third party other than Goldman Sachs International about the possibility of such third party providing debt finance to you or any other member of your Group in connection with the Possible Transaction, you shall inform the Company of your intention to do so and obtain prior written consent from the Company (such consent not to be unreasonably withheld, conditioned or delayed) so as to ensure that the proposed approach would not result in an obligation to:\n3.5.1 consult with the Takeover Panel under Note 1(d) on Rule 2.2(e) of the Takeover Code or under Practice Statement 20; or\n3.5.2 make an announcement under Rule 2.2(e) of the Takeover Code.\n5. RETURN OF CONFIDENTIAL INFORMATION\n5.1 You shall, upon request by us at any time:\n5.1.1 promptly destroy or return to us (at your option) all hard copy documents and other materials which are in a form reasonably capable of delivery containing or reflecting the Confidential Information and all copies thereof and ensure the destruction of all Derivative Information and confirm to us in writing that you have complied with this paragraph 5.1.1; and\n5.1.2 ensure that where Confidential Information has not been destroyed or returned under paragraph 5.1.1, all reasonable steps are taken to erase from any computer under your control any document, disk or file to the extent containing, reflecting or generated from any Confidential Information and that, following such erasure, no steps will be taken to access or recover such material,\nsave that you will be entitled to retain such copies of such Confidential Information (a) to the extent required by law or regulation, (b) to the extent required by your internal compliance procedures, or (c) to the extent contained as back-ups or archives as a matter of reasonable routine process on your electronic information management and communications systems or servers and for which deletion or destruction would not be reasonably practicable (provided that no step will be taken to access or recover such Confidential Information and provided that such Confidential Information shall continue to be held subject to the terms of this agreement).\n5.2 Any Confidential Information which, notwithstanding paragraph 5.1 is retained, will continue to be held subject to the terms of this agreement and you shall not further use or disclose to any person any such Confidential Information.\n6. CONTACT WITH US, THE JLT GROUP AND OTHERS\n6.1 You shall direct all communications and questions regarding the Possible Transaction only to Geoffrey Howe, Dominic Burke or Derek Walsh of the Company or to Conor Hillery of J.P. Morgan or Tim Lewis or Katherine Moir of Clifford Chance LLP, save with prior consent from the Company.\n6.2 You acknowledge and agree that any consent or authorisation required under this agreement shall only be given on our behalf by Geoffrey Howe or Derek Walsh of the Company. For the avoidance or doubt, written consent or authorisation may be provided by email.\n6.3 Neither party shall (and each party shall procure that its directors, officers, employees, representatives and agents shall not) directly or indirectly, without the prior written consent of the other party, at any time during the period of 12 months from the date of this agreement:\n6.3.1 except as otherwise permitted by this Agreement and subject to paragraph 6.4, initiate or knowingly engage in discussions in connection with the Possible Transaction with any shareholder, employee (including the JLT directors nominated by Jardine Matheson Holdings Limited (or its subsidiary) but excluding any other director of a Party who is also an employee), customer or supplier of or lender to any member of the other party's Group; or\n6.3.2 solicit, engage or employ (whether paid or unpaid) any Restricted Person of the other Party. For the avoidance of doubt this restriction shall not prohibit either Party from engaging or employing any such Restricted Person who has responded to a bona fide recruitment advertisement not specifically targeted at such Restricted Person or from engaging or employing any Restricted Person whose employment has been terminated by the party by whom such Restricted Person was employed, provided that such employment and engagement commences following such termination.\n6.4 You may initiate or engage in discussions in connection with the Possible Transaction with any shareholder of the Company once the restrictions under paragraph 10.1 have ceased to apply pursuant to paragraphs 10.3.1, 10.3.2 or 10.3.3 provided, in each case, that you have, prior to such time, announced a firm intention to make an offer for the Company pursuant to the Takeover Code that is upon announcement recommended by the committee of independent Company directors.\n7. ACTING AS PRINCIPAL\nYou confirm that you are acting in this matter as principal and not as nominee, agent or broker for or acting in concert with any other person and that you will be responsible for your own costs whether incurred by you or your Representatives in connection with the Possible Transaction (whether or not it proceeds) and in complying with the terms of this agreement.\n8. INSIDE INFORMATION AND MARKET ABUSE\nYou acknowledge that some or all of the Confidential Information relating to the Company may be information which is not public or otherwise generally available and is of a kind such that a person who has that information would be prohibited or restricted from using it to deal in the financial instruments of the Company under Part V Criminal Justice Act 1993, the EU Market Abuse Regulation or other applicable insider dealing, market abuse or similar law. You shall not use any of the Confidential Information to deal, or to encourage anyone else to deal, in any the financial instruments of the Company. You shall not otherwise use or disclose any Confidential Information in a way that amounts to market abuse under the EU Market Abuse Regulation or contravenes Part V Criminal Justice Act 1993 or any other applicable insider dealing, market abuse or similar law.\n9. TAKEOVER CODE\n9.1 Each Party acknowledges that the Possible Transaction is governed by the Takeover Code which, amongst other things, requires persons in possession of confidential information to conduct themselves such as to minimise the chances of a leak of such information.\n9.2 Each Party confirms that it is taking, or will take, appropriate legal and financial advice on the application of the Takeover Code to the Possible Transaction.\n9.3 Each Party confirms that it understands the requirements of Rule 2 of the Takeover Code (and Practice Statement 20) and, in particular, (i) the need for secrecy prior to announcement of any Possible Transaction; (ii) the obligation to minimise the chances of a leak; and (iii) the \u201cRule of 6\u201d as it is applied to the restriction on extending discussions beyond a very limited number of people.\n9.4 Nothing in this agreement shall oblige the Company to take any action or not take any action with the Takeover Panel determines would not be permitted by Rule 21.2 of the Code.\n10. STANDSTILL AGREEMENT\n10.1 For a period of 12 months starting on the date of this agreement, and unless terminated in accordance with paragraph 10.3 below, you shall not, and shall procure that none of your concert parties shall, either alone or acting in concert with other persons, directly or indirectly, without the prior written consent of the Company:\n10.1.1 acquire, offer to acquire, agree to acquire or procure or induce another person to acquire, any interest(s) in securities of the Company;\n10.1.2 do or omit to do any act as a result of which you or any of your concert parties may acquire any interest(s) in securities of the Company;\n10.1.3 until such time as you or any of your concert parties makes an announcement of a firm intention to make an offer for the Company pursuant to the Takeover Code that is upon announcement recommended by the committee of independent Company directors (\u201cyour Recommended Offer\u201d), announce, make, or procure or induce any other person to announce or make, any offer for all or any of the securities of the Company or do or omit to do any act as a result of which you or any of your concert parties may become obliged (under the Takeover Code or otherwise) to announce or make an offer for all or any of the securities of the Company;\n10.1.4 make or in any way participate in any solicitation of votes or any attempt to influence votes from or by any holder of shares in the Company in connection with any vote of the holders of any such securities, except for the purposes of soliciting votes in favour of a scheme of arrangement to implement your Recommended Offer;\n10.1.5 seek to control or in any way influence the management, the board of directors or the policies or affairs of the Company; or\n10.1.6 enter into any agreement, arrangement or understanding (whether legally binding or not) with any person relating to or connected with any of the foregoing.\n10.2 You shall ensure that each member of your Group and each director, officer, employee and agent of you or your Group complies with paragraph 10.1.\n10.3 The restrictions in paragraph 10.1 shall cease to apply from the time that:\n10.3.1 your Recommended Offer lapses and Rule 35.1 of the Takeover Code applies to you or any of your concert parties;\n10.3.2 an announcement is made pursuant to Rule 2.7 of the Takeover Code in relation to a firm offer for shares in the Company by any third party (including, for the avoidance of doubt, when the announcement of a firm intention to make an offer is made because a third party becomes obliged to make an offer pursuant to Rule 9 of the Takeover Code); or\n10.3.3 any person becomes interested in securities of the Company equivalent to 15% or more of the entire issued share capital of the Company following your Recommended Offer.\n10.4 The provisions of paragraph 10.1 shall not apply to (i) dealings by any exempt principal trader in the same group as your financial adviser provided any dealings comply with Rule 38 of the Takeover Code; and (ii) the acquisition or disposals of interest in securities of the Company in the ordinary course of business by any of your concert parties which are investment banking and/or full service security firms, provided that such activities are not on your behalf and that no Confidential Information shall be used in connection with such activities.\n10.5 For the purposes of this agreement:\n10.5.1 \"acting in concert\" has the meaning given in and shall be construed in accordance with the UK Takeover Code from time to time;\n10.5.2 \"concert party\" means any person deemed or presumed to be acting in concert with a party;\n10.5.3 \"offer\" means a general, partial, tender or other type of offer including, without limitation, an acquisition, takeover or merger transaction (however effected), reverse takeover, scheme of arrangement or other court scheme, offer by a parent company for shares in its subsidiary undertaking, share exchange or similar transaction; and\n10.5.4 \"interests in securities\" has the meaning given in and shall be construed in accordance with the Takeover Code from time to time.\n11. NO REPRESENTATIONS; NO OFFER\n11.1 You acknowledge that neither we nor any member of our Group nor our Representatives:\n11.1.1 accepts any responsibility for or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or reasonableness of any Confidential Information provided to you;\n11.1.2 will be liable to you or to any other person in respect of any Confidential Information provided to you or its use; or\n11.1.3 is obliged to update any Confidential Information provided to you or to notify you of or to correct any inaccuracies in any such information (even if such inaccuracies are discovered subsequent to the provision of such information).\n11.2 You agree that you will not place any reliance on any statement, representation, warranty or undertaking (written or oral or in any other form) made by us, any member of our Group or our Representatives in connection with the Confidential Information, any other Information provided to you, the Possible Transaction or any other matter contemplated hereby.\n11.3 You acknowledge that you will be responsible for making your own decisions on the Confidential Information and the Possible Transaction.\n11.4 You acknowledge and agree that neither the provision of any Confidential Information nor the discussions, negotiations or any other matter in relation to the Possible Transaction constitutes an offer, inducement or invitation to acquire any part of the JLT Group, nor will they form the basis of, or any representation in relation to, any agreement to acquire any part of the JLT Group.\n11.5 Nothing in this paragraph 10 shall have the effect of limiting or restricting any liability arising as a result of fraud.\n12. DURATION\nThis agreement shall continue for 18 months after the date of this agreement.\n13. THIRD PARTY RIGHTS\nThe provisions of this agreement confer benefits on the persons referred to in paragraph 1.4 (other than us) (each, a \"Third Party\") and each Third Party will have the right under the Contracts (Rights of Third Parties) Act 1999 (the \"1999 Act\") to enforce its respective rights under this agreement. The parties to this agreement do not require the consent of any Third Party to rescind or vary this agreement (other than paragraphs 10, 13 and 16) at any time. No other person who is not a party to this agreement has any right under the 1999 Act to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from the 1999 Act.\n14. GENERAL\n14.1 Each party acknowledges and agrees that damages alone would not be an adequate remedy for a breach of this agreement or breach of confidence and that the other party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this agreement or breach of confidence.\n14.2 The failure to exercise or delay in exercising a right or remedy provided by this agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of any other rights or remedies. No single or partial exercise of any right or remedy provided by this agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.\n14.3 A variation of this agreement or a waiver granted by a party or any member of its Group or its Representatives in respect of any action taken by the other party is valid only if it is in writing and signed by such party.\n14.4 To the extent that any Confidential Information is covered or protected by privilege, disclosing such Confidential Information to you or otherwise permitting disclosure of it in accordance with this agreement does not constitute a waiver of privilege or any other rights which we or any member of our Group or our respective Representatives may have in respect of such Confidential Information.\n14.5 The rights and remedies contained in this agreement are cumulative and not exclusive of any rights or remedies provided by law.\n14.6 You acknowledge and agree that no right or licence is granted to you in relation to the Confidential Information except as expressly set out in this agreement.\n14.7 The invalidity, illegality or unenforceability of any provision of this agreement does not affect the continuation in force of the remainder of this agreement.\n15. ASSIGNMENT\nNeither party shall assign, transfer, declare a trust of the benefit of or in any other way alienate any of its rights under this agreement whether in whole or in part without the consent of the other.\n16. GOVERNING LAW AND JURISDICTION\n16.1 This agreement and any non-contractual or other obligations arising out of or in connection with it are governed by English law.\n16.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this agreement, including a dispute or proceeding regarding the existence, validity or termination of this agreement or relating to any non-contractual or other obligation arising out of or in connection with this agreement or regarding the consequences of its nullity (respectively, \"Proceedings\" and \"Disputes\"), and for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.\n16.3 Each party irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim that the courts of England are not a convenient or appropriate forum.\n16.4 You acknowledge and agree that, in accordance with paragraph 13, each Third Party has the right under the 1999 Act to enforce paragraphs 16.2 and 16.3 against you and that the application of paragraphs 16.2 and 16.3 is not limited to Proceedings and Disputes between you and us but shall also apply to Proceedings and Disputes between you and any Third Party.\n17. COUNTERPARTS\nThis agreement may be executed in any number of counterparts, each of which is an original and all of which together evidence the same agreement. 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Michigan Technological University shall be: Disclosing Party Receiving Party Both\nshall be: Disclosing Party Receiving Party Both\nDESIGNATED REPRESENTATIVES:\n2.\nCompany:\nPI Name\nMichigan Technological University:\nPI Name:\n3. USE OF CONFIDENTIAL INFORMATION:\na.) The Party receiving the Confidential Information shall make use of the Confidential Information only for the following specific purpose(s):\nb.) The Confidential Information to be disclosed pursuant to this Agreement is described generally as:\n4. TERM:\nThis Agreement pertains only to the Confidential Information that is disclosed between the Effective Date (last signature date) and one year from that date. Each Party receiving Confidential Information under this Agreement shall maintain the information in confidence in accordance with the terms of this Agreement notwithstanding any termination of this Agreement for a period of three years from the date the Confidential Information is disclosed to the Receiving Party.\n5. IDENTIFICATION OF CONFIDENTIAL INFORMATION:\nAll Confidential Information shall be identified prior to disclosure with an appropriate marking or identification such as CONFIDENTIAL or any similar legend. If such information is disclosed either orally or visually, then the Parties will use reasonable efforts to assure protection pursuant to this Agreement. The Parties shall use reasonable effort to reduce such oral or visual Confidential Information to tangible form otherwise in compliance with this Agreement and furnish a copy to the Parties within thirty (30) business days of the original oral or visual disclosure.\n6. NON-DISCLOSURE:\nThe Receiving Party shall not disclose Confidential Information to any third party individual, corporation, or other entity without prior written consent of the Disclosing Party and shall further limit the circulation and disclosure of Confidential Information within its own organization to its employees having a \"need to know\" the Confidential Information for the purpose set forth in this Agreement, and to ensure that such employees are informed of the confidential nature thereof and agree to and are required to observe the provision of confidentiality set forth herein. The Receiving Party will not attempt to determine the content or structure, or otherwise reverse engineer or decompile any material sample, hardware or software to which it is provided access pursuant to this Agreement except as expressly provided under Section 3 of this Agreement.\n7. EXCEPTIONS TO CONFIDENTIAL INFORMATION:\nNo restriction shall exist under this Agreement with respect to any portion of the Confidential Information that is:\na. established by the Receiving Party to have been known by it at the time of receipt and reduced to written form.\nb. published or otherwise becomes generally known through no wrongful act of the Receiving Party. c. received from a third party without similar restrictions and without breach of the restrictions within this Agreement.\nd. independently developed by the Receiving Party prior to receipt of the Confidential Information.\ne. furnished to a third party by the Disclosing Party without similar restriction on the recipients' rights.\nf. approved in writing for release by the Disclosing Party.\ng. required by court order or government agency to be disclosed.\nh. disclosed by inspection of a product incorporating the Confidential Information after the product has been disclosed or sold.\n8. RETURN OF CONFIDENTIAL INFORMATION:\nAll Confidential Information delivered by either Party to the other pursuant to this Agreement shall be and remain the property of the Disclosing Party. No copies shall be made without prior written consent of the Disclosing Party. All Confidential Information including the copies made thereof is the sole property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed upon written request by the Disclosing Party. Nothwithstanding the foregoing, a Receiving Party may retain a single archival copy of the received Confidential Information which may be used solely for legal evidentiary purposes in the event of a dispute arising under this Agreement.\n9. STANDARD OF CARE:\nThe Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care that the Receiving Party uses to protect its own Confidential Information.\n10. NO LICENSE OR OTHER RIGHTS:\nNo patent, copyright, trademark, or other license express or implied, in the information is granted to Receiving Party other than to use the information in the manner and extent authorized by this Agreement. In addition, under this Agreement, neither Party has an obligation to:\na. purchase any services or item from the other party.\nb. deal exclusively with the other Party in any field.\nc. offer for sale products using or incorporating the Confidential Information.\nThe Parties do not intend that an agency, partnership, team or joint venture relationship be created between them by this Agreement.\n11. REGULATORY COMPLIANCE:\nNeither party shall disclose any Confidential Information or other information received hereunder in any manner contrary to the laws and regulations of the United States of America or any applicable foreign export laws and regulations.\n12. ASSIGNMENT:\nThis Agreement shall be binding upon the Parties, their successors, and assignors. Neither Party shall assign this Agreement nor any Confidential Information received from the other Party pursuant to this Agreement without the other Party's prior written consent.\n13. GOVERNING LAW:\nThis Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan.\n14. LIMITED WARRANTY AND LIABILITY:\nDiscloser warrants that it has the right to disclose Confidential Information to Recipient. Discloser makes no other warranties with respect to the Confidential Information and provides all information \"AS IS\" without any express or implied warranty of any kind, including any warranty as to merchantability, fitness for a particular purpose, accuracy, completeness or violation of third party intellectual property rights. Neither Party will be liable for any special, incidental or consequential damages of any kind whatsoever resulting from the disclosure, use or receipt of the Confidential Information.\n15. ENTIRE AGREEMENT:\nThis Agreement constitutes and expresses the entire Agreement of the Parties with respect to all matters pertaining to this Agreement. All previous discussions, promises, representations, and understandings relative to this Agreement, if any, between the Parties is hereby merged. Any amendment or modification to this Agreement shall be in writing and executed by duly authorized representatives of the Parties.\n16. EXECUTION:\nThis Agreement may be created as an electronic document and executed by electronic signature and deemed an original.\nMICHIGAN TECHNOLOGICAL UNIVERSITY COMPANY\n_______________________________________________ _______________________________________\n(authorized signature) (authorized signature)\n(name) (name)\nTitle Title\nDate Date\n", - "spans": [ - [ - 0, - 33 - ], - [ - 34, - 49 - ], - [ - 49, - 58 - ], - [ - 59, - 154 - ], - [ - 155, - 160 - ], - [ - 160, - 174 - ], - [ - 175, - 210 - ], - [ - 211, - 229 - ], - [ - 230, - 253 - ], - [ - 254, - 278 - ], - [ - 279, - 754 - ], - [ - 755, - 839 - ], - [ - 840, - 887 - ], - [ - 888, - 915 - ], - [ - 916, - 918 - ], - [ - 919, - 927 - ], - [ - 928, - 935 - ], - [ - 936, - 970 - ], - [ - 971, - 979 - ], - [ - 980, - 1015 - ], - [ - 1016, - 1020 - ], - [ - 1020, - 1159 - ], - [ - 1160, - 1164 - ], - [ - 1164, - 1262 - ], - [ - 1263, - 1271 - ], - [ - 1272, - 1429 - ], - [ - 1429, - 1745 - ], - [ - 1746, - 1792 - ], - [ - 1793, - 1952 - ], - [ - 1952, - 2106 - ], - [ - 2106, - 2371 - ], - [ - 2372, - 2390 - ], - [ - 2391, - 2969 - ], - [ - 2969, - 3251 - ], - [ - 3252, - 3294 - ], - [ - 3295, - 3411 - ], - [ - 3412, - 3526 - ], - [ - 3527, - 3625 - ], - [ - 3625, - 3746 - ], - [ - 3747, - 3846 - ], - [ - 3847, - 3955 - ], - [ - 3956, - 4015 - ], - [ - 4016, - 4080 - ], - [ - 4081, - 4209 - ], - [ - 4210, - 4248 - ], - [ - 4249, - 4402 - ], - [ - 4402, - 4481 - ], - [ - 4481, - 4703 - ], - [ - 4703, - 4939 - ], - [ - 4940, - 4960 - ], - [ - 4961, - 5187 - ], - [ - 5188, - 5219 - ], - [ - 5220, - 5428 - ], - [ - 5428, - 5498 - ], - [ - 5499, - 5553 - ], - [ - 5554, - 5608 - ], - [ - 5609, - 5688 - ], - [ - 5689, - 5821 - ], - [ - 5822, - 5848 - ], - [ - 5849, - 6084 - ], - [ - 6085, - 6100 - ], - [ - 6101, - 6184 - ], - [ - 6184, - 6364 - ], - [ - 6365, - 6383 - ], - [ - 6384, - 6489 - ], - [ - 6490, - 6525 - ], - [ - 6526, - 6618 - ], - [ - 6618, - 6950 - ], - [ - 6950, - 7133 - ], - [ - 7134, - 7155 - ], - [ - 7156, - 7291 - ], - [ - 7291, - 7437 - ], - [ - 7437, - 7568 - ], - [ - 7569, - 7583 - ], - [ - 7584, - 7700 - ], - [ - 7701, - 7742 - ], - [ - 7743, - 7791 - ], - [ - 7791, - 7830 - ], - [ - 7831, - 7876 - ], - [ - 7877, - 7890 - ], - [ - 7891, - 7902 - ], - [ - 7903, - 7912 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 45, - 47, - 52 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 28, - 30 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 35, - 39 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 48 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 32 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 46 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 35, - 38 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.mtu.edu/research/references/training/docs-new/non-disclosure-agreement.pdf" - }, - { - "id": 275, - "file_name": "non-disclosure-agreement_5.pdf", - "text": "KENNETIK NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Non-Disclosure and Confidentiality Agreement (this \"Agreement\") is entered into as of January 01, 2018 by and between Kennetik, a Minnesota Limited Liability Company (\"Kennetik\") and , as an Individual (\" \").\nKennetik and have indicated an interest in exploring a potential business relationship relating to: The hiring of Kennetik to perform content development & strategy, including but not limited to conceptualizing, producing and managing the client's content. (the \"Transaction\"). In connection with the parties' respective evaluation of the Transaction, Kennetik, its respective affiliates and its respective directors, officers, employees, agents or advisors (collectively, \"Representatives\") may provide or grant access to certain confidential and proprietary information to . The party disclosing its Confidential Information (as defined herein) to the other party is hereafter referred to as the \"Disclosing Party.\" The party receiving the Confidential Information of the Disclosing Party is hereafter referred to as the \"Receiving Party.\" In consideration for being furnished Confidential Information, Kennetik and agree as follows:\n1. Confidential Information. The term \"Confidential Information\" as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following: business plans, design, improvements, marketing strategies, present or future business activities, product development and plans, data, databases, documentation, flow charts, formulas, reports, specifications, finance, operations, procedures, processes, supplier lists, supplier profiles, supplier relationships, systems, computer software, inventions, know-how, object code, proprietary concepts, source code, technical information, trade secrets, customer lists, customer profiles, customer relationships, performance results, pricing, sales estimates, which the Disclosing Party considers confidential.\n2. Exclusions from Confidential Information. The obligation of confidentiality with respect to Confidential Information will not apply to any information:\na. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by the Receiving Party or any of its Representatives;\nb. If the information is or was received by the Receiving Party from a third party source which, to the best knowledge of the Receiving Party or its Representatives, is or was not under a confidentiality obligation to the Disclosing Party with regard to such information;\nc. If the information is disclosed by the Receiving Party with the Disclosing Party's prior written permission and approval;\nd. If the information is independently developed by the Receiving Party prior to disclosure by the Disclosing Party and without the use and benefit of any of the Disclosing Party's Confidential Information; or\ne. If the Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, the Receiving Party or its Representatives give prompt written notice of that fact to the Disclosing Party prior to disclosure so that the Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, the Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose.\n3. Obligation to Maintain Confidentiality. With respect to Confidential Information:\na. The Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;\nb. The Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by the Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;\nc. Upon the termination of this Agreement, the Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by the Disclosing Party;\nd. If there is an unauthorized disclosure or loss of any of the Confidential Information by the Receiving Party or any of its Representatives, the Receiving Party will promptly, at its own expense, notify the Disclosing Party in writing and take all actions as may be necessary or reasonably requested by the Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and\ne. The obligation not to disclose Confidential Information shall remain in effect until 2 years from the date hereof or until the Confidential Information ceases to be a trade secret, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.\n4. Non-Disclosure of Transaction. Without the Disclosing Party's prior written consent, neither the Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that the Disclosing Party and the Receiving Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with respect to the Transaction.\n5. Representatives. The Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. The Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.\n6. Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with respect to the Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the Transaction at any time without prior notice to the other party.\n7. Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals.\n8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party.\nKennetik\nAlexander Londo, CCO\n8400 Normandale Lake Blvd. Suite 920\nMinneapolis, MN 55437\nPhone number: (612) 405-8999\n9. Termination. This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this Agreement; (b) the consummation of the Transaction; or (c) 5 years from the date hereof.\n10. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.\n11. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Minnesota for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.\n12. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nKennetik Alexander Londo, CCO\nFull Name Representative Signature Representative Name and Title\nFull Name Representative Signature Representative Name and Title\n", - "spans": [ - [ - 0, - 53 - ], - [ - 54, - 267 - ], - [ - 268, - 525 - ], - [ - 525, - 546 - ], - [ - 546, - 845 - ], - [ - 845, - 986 - ], - [ - 986, - 1110 - ], - [ - 1110, - 1203 - ], - [ - 1204, - 1233 - ], - [ - 1233, - 2092 - ], - [ - 2093, - 2138 - ], - [ - 2138, - 2247 - ], - [ - 2248, - 2422 - ], - [ - 2423, - 2694 - ], - [ - 2695, - 2819 - ], - [ - 2820, - 3029 - ], - [ - 3030, - 3725 - ], - [ - 3726, - 3769 - ], - [ - 3769, - 3810 - ], - [ - 3811, - 4196 - ], - [ - 4197, - 4538 - ], - [ - 4539, - 4822 - ], - [ - 4823, - 5255 - ], - [ - 5256, - 5599 - ], - [ - 5600, - 5634 - ], - [ - 5634, - 5835 - ], - [ - 5835, - 5978 - ], - [ - 5978, - 6110 - ], - [ - 6110, - 6190 - ], - [ - 6191, - 6211 - ], - [ - 6211, - 6332 - ], - [ - 6332, - 6435 - ], - [ - 6436, - 6451 - ], - [ - 6451, - 6615 - ], - [ - 6615, - 6742 - ], - [ - 6742, - 6784 - ], - [ - 6784, - 6889 - ], - [ - 6889, - 7029 - ], - [ - 7029, - 7156 - ], - [ - 7157, - 7170 - ], - [ - 7170, - 7336 - ], - [ - 7336, - 7433 - ], - [ - 7433, - 7568 - ], - [ - 7568, - 7723 - ], - [ - 7723, - 8110 - ], - [ - 8111, - 8123 - ], - [ - 8123, - 8182 - ], - [ - 8182, - 8645 - ], - [ - 8646, - 8654 - ], - [ - 8655, - 8675 - ], - [ - 8676, - 8681 - ], - [ - 8681, - 8692 - ], - [ - 8692, - 8712 - ], - [ - 8713, - 8734 - ], - [ - 8735, - 8749 - ], - [ - 8749, - 8763 - ], - [ - 8764, - 8780 - ], - [ - 8780, - 8829 - ], - [ - 8829, - 8899 - ], - [ - 8899, - 8943 - ], - [ - 8943, - 8976 - ], - [ - 8977, - 8992 - ], - [ - 8992, - 9092 - ], - [ - 9093, - 9111 - ], - [ - 9111, - 9269 - ], - [ - 9269, - 9461 - ], - [ - 9461, - 9579 - ], - [ - 9580, - 9599 - ], - [ - 9599, - 9725 - ], - [ - 9725, - 9854 - ], - [ - 9854, - 10169 - ], - [ - 10169, - 10381 - ], - [ - 10382, - 10485 - ], - [ - 10486, - 10515 - ], - [ - 10516, - 10580 - ], - [ - 10581, - 10645 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 25, - 26, - 27, - 28 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 11, - 16 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 13 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://kennetik.com/non-disclosure-agreement.pdf" - }, - { - "id": 276, - "file_name": "non-disclosure-agreement_8.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \"Agreement\") is entered into by and between __________________________________________________ located at ____________________________________________________________________________________ _____________________________________________________________, (the \"Disclosing Party\") and __________________________________________________ located at ____________________________________________________________________________________ _______________________________________________________________________, (the \"Receiving Party\") on ________ day of ______________, _________ for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information (\"Confidential Information\").\n1. Confidential Information\nFor purposes of this Agreement, \"Confidential Information\" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word \"Confidential\" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constitutes Confidential Information.\n2. Exclusions from Confidential Information\nReceiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\n3. Obligations of Receiving Party\n3.1 Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.\n3.2 Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement.\n3.3 Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.\n3.4 Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\n4. Time Periods\nThe non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\n5. No Warranty\nAll Confidential Information is provided by Disclosing Party \u201cAS IS\u201d and without any warranty, express, implied or otherwise, regarding the Confidential Information\u2019s completeness, accuracy or performance.\n6. Remedies\nBoth parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is of a unique and valuable nature, and that the unauthorized distribution and broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information.The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney\u2019s fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney\u2019s fees and expenses incurred.\n7. Notice of Breach\nThe Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use of disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate with any efforts by the DIsclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and thus prevent its further unauthorized use.\n8. Relationships\nNothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\n9. Severability\nIf a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.\n10. Integration\nThis Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.\n11. Waiver\nThe failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\n12. Transfer or Assign\nThis Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.\n13. Miscellaneous\nParagraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the aforementioned\neffective date.\nDISCLOSING PARTY\nSignature: _____________________________________________________\nName ___________________________ Date: _______________\nRECEIVING PARTY\nSignature _____________________________________________________\nName ___________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 104 - ], - [ - 104, - 155 - ], - [ - 155, - 166 - ], - [ - 166, - 251 - ], - [ - 251, - 314 - ], - [ - 314, - 343 - ], - [ - 343, - 394 - ], - [ - 394, - 405 - ], - [ - 405, - 490 - ], - [ - 490, - 563 - ], - [ - 563, - 606 - ], - [ - 606, - 736 - ], - [ - 736, - 903 - ], - [ - 904, - 931 - ], - [ - 932, - 1144 - ], - [ - 1144, - 1302 - ], - [ - 1302, - 1482 - ], - [ - 1483, - 1526 - ], - [ - 1527, - 1616 - 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It also includes information orally disclosed if the disclosing party indicates at the time of disclosure the confidential or proprietary nature of the information.\nARTICLE 2: RESTRICTIONS ON USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION\n2.1 Confidentiality. The Proponent shall hold the Confidential Information in the strictest of confidence, and shall not disclose, directly or indirectly, any Confidential Information to any person or entity outside of the Proponent without the prior written consent of CMHC. The Proponent shall employ such precautions as are necessary to prevent unauthorized use, access to and disclosure of Confidential Information, including but not limited to, ensuring that Confidential Information is disclosed only to those of its and its affiliates\u2019 officers and employees who: (a) have a need to know the same; (b) have been advised of the proprietary and confidential nature of the information, and the confidentiality obligations set out in this Agreement; and (c) who are bound by a similar duty of confidentiality.\n2.2 Use. The Proponent agrees to use the Confidential Information solely for the purpose of making decisions related to the preparation and submission of a proposal in response to the RFP and not for any other purpose.\n2.3 Return of Documents. The Proponent agrees that all originals, copies, records, notes and summaries (paper or electronic) of any nature provided by CMHC, including the Confidential Information, and all copies thereof, shall be surrendered or, at CMHC\u2019s option, certified destroyed, to CMHC immediately upon request. The Proponent shall notify CMHC immediately upon discovery of any unauthorized use or disclosure of the Confidential Information.\nARTICLE 3: REMEDIES\n3.1 The Proponent agrees that a breach by it of any term or condition of this Agreement would result in serious and irreparable harm to CMHC which could not be completely compensated by monetary damages. The Proponent expressly agrees that CMHC shall be entitled to secure an appropriate legal remedy, including injunction or declaratory judgment, in the event of a breach or threatened breach of any term of this Agreement to enable CMHC to protect its rights hereunder.\n3.2 All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative, and may be exercised singularly or concurrently. Failure by CMHC to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.\n3.3 The Proponent agrees to indemnify and hold harmless CMHC from and against all losses, expenses, claims and liability arising out of any breach by the Proponent or its affiliates, or their respective officers, employees or representatives of this Agreement.\nARTICLE 4: GENERAL\n4.1 Notices. All notices required under this Agreement shall be in writing and shall be deemed to have been given on the next day by fax or other electronic means or upon personal delivery, or in ten (10) days upon delivery in the mail, first class, with postage prepaid. Notices shall be sent to the addresses indicated below unless written notification of change of address shall have been given.\nIf to CMHC: CANADA MORTGAGE AND HOUSING CORPORATION\n700 Montreal Road\nOttawa, Ontario K1A 0P7\nAttention: [insert name]\nFax: [insert fax no]\nIf to Proponent: [insert details as above]\n4.2 Amendment. Except as otherwise provided herein, this Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a document executed by both parties.\n4.3 Access to Information Legislation. The Proponent expressly acknowledges that as a federal crown corporation, CMHC is subject to access to information legislation. Nothing herein is intended to restrict the application of access to information legislation.\n4.4 Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes any other agreement or discussion, oral or written. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.\n4.5 Severability. If any part of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.\n4.6 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Province of Ontario, to which jurisdiction the parties attorn notwithstanding their current or future domicile.\n4.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties.\n4.8 Continuing Obligations. The Confidential Information provided to the Proponent shall retain its confidential nature and the requirements of use and confidentiality shall survive termination of this Agreement and the return of any Confidential Information.\n4.9 Assignment. 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All information disclosed by [Company Name] and/or those individuals or organizations working in collaboration with Back Burner Films, written, electronic or oral, that relates or refers directly or indi-rectly, to the Project including the script itself, shall hereafter and forever be deemed confidential and shall constitute Confidential Information.\n2. The Confidential Information shall remain the property of the [Company Name] and shall not be dis-closed or revealed to anyone except to [Company Name], its agents, licensees, successors and as-signs. The undersigned shall be responsible for any improper disclosure of Confidential Information.\n3. This agreement in no way guarantees, or suggests, that the undersigned will be employed, or compen-sated for time or expenses as it pertains to the development and evaluation of the Project. Should Back Burner Films resolve to employ the above noted, other contractual instruments may be applied.\n4. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.\nIN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first written above.\n__________________________________ __________________________________\nName Date\n__________________________________ __________________________________\nAddress Telephone Number\n__________________________________ __________________________________\n[Company Representative] Date\n__________________________________ __________________________________\n[Company Representative] Date\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 78 - ], - [ - 78, - 173 - ], - [ - 173, - 234 - ], - [ - 234, - 259 - ], - [ - 260, - 616 - ], - [ - 617, - 821 - ], - [ - 821, - 914 - ], - [ - 915, - 1109 - ], - [ - 1109, - 1214 - ], - [ - 1215, - 1382 - ], - [ - 1383, - 1487 - ], - [ - 1488, - 1523 - ], - [ - 1523, - 1557 - ], - [ - 1558, - 1567 - ], - [ - 1568, - 1603 - ], - [ - 1603, - 1637 - ], - [ - 1638, - 1662 - ], - [ - 1663, - 1698 - ], - [ - 1698, - 1732 - ], - [ - 1733, - 1762 - ], - [ - 1763, - 1798 - ], - [ - 1798, - 1832 - ], - [ - 1833, - 1862 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6, - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://shanebarr-nwrc.weebly.com/uploads/4/1/5/0/41509027/non-disclosure_agreement.pdf" - }, - { - "id": 279, - "file_name": "non-disclosure_agreement_1.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on 06/18/18- 06/22/18\nBETWEEN\n1. SDSS-IV LOC (the \"Disclosing Party\"); and\n2. Non-members, Name: (the \"Receiving Party\"),\ncollectively referred to as the \"Parties\".\nRECITALS\nA. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to the meeting of the SDSS-III collaboration. Proprietary data and papers in preparation based on those data will be discussed. Comments and participation in discussions during this meeting do not imply any expectation or reciprocation of co-authorship on published works. To the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as \"Proprietary Information\" of the Disclosing Party.\nOPERATIVE PROVISIONS\n1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement\n2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.\n3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.\n4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.\n5. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.\n6. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the \"Territory\") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.\n[SDSS- IV LOC] [Non-member]\nBy: _________________________________ By: _________________________________\nSDSS-IV Practices Regarding Attendance of Non-members at SDSS-IV Meetings\nWe occasionally invite non-members of the SDSS-IV collaboration to full collaboration or team meetings. Our default attitude towards this attendance is that it promotes the free exchange of ideas and is consistent with our core mission as a project. However, we also want to be careful that the conditions of this attendance are understood on both sides, particularly since authorship on SDSS-IV papers is restricted by the Publication Policy.\nAgreement of Non-disclosure of SDSS-III Data and Results I acknowledge that I have been invited to a private meeting of the SDSS-III collaboration in which proprietary data and papers in preparation based on those data will be discussed. I agree not to make use of information gained at the meeting in ways that would harm the interests of the collaboration. 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WHEREAS the Recipient is ready to receive confidential data, information and other materials of the OSCE in relation to the Request for Proposal (RFP) no. RFP/SEC/13/2017 for the provision of Secure Microsoft Infrastructure \u2013 Design and Proof-of-Concept; and\nWHEREAS the OSCE is willing to disclose such information to the Recipient on the condition that the Recipient does not disclose same to any third party, or make use thereof in any manner except as set out herein;\nNOW, THEREFORE, the Parties have agreed as follows:\n1 DEFINITIONS\n1.1 \u201cConfidential Information\u201d means any data, documents, specifications, and other information or materials in whatever form disclosed by the OSCE to the Recipient, whether documentary, orally, visually, or otherwise (including computerised form) except information which was: (a) in the public domain at the time of disclosure; (b) known to the Recipient prior to obtaining the same pursuant to this Confidentiality Agreement; or, (c) obtained by the Recipient from a third party who did not receive the same directly or indirectly from the OSCE under a confidentiality agreement with the OSCE, or (d) required by applicable law;\n1.2 \"OSCE\" \u201cmeans the Organization for Security and Co-operation in Europe, including the OSCE Secretariat, Institutions (the OSCE Secretariat, the Office of the High Commissioner on National Minorities (HCNM), the Office of Democratic Institutions and Human Rights (ODIHR) and the Office of the Representative on Freedom of the Media) and Field Operations (Missions, Centres, Groups, Presences, Project Coordinators and any other field operations), whichever is or are applicable;\n1.3 \u201cParty\u201d means the OSCE or the Recipient and \u201cParties\u201d means the OSCE and the Recipient;\n1.4 \u201cPermitted Purpose\u201d means the use of the Confidential Information to facilitate the Recipient performing the Services;\n1.5 \"Recipient\" means the person or entity named as \u2018Recipient\u2019 above; and\n1.6 \u201cServices\u201d means any and all of the services to be provided to the OSCE by the Recipient as part of the Review.\n2 OBLIGATIONS OF THE RECIPIENT\n2.1 In respect to the Confidential Information, the Recipient hereby undertakes;\n2.1.1 to hold in trust and confidence and not to disclose the Confidential Information to any third party without the express, prior written consent of the OSCE.\n2.1.2 not to use the Confidential Information for any purpose whatsoever other than for the Permitted Purpose.\n2.1.3 only to disclose the Confidential Information to employees of companies directly or indirectly owned or controlled by the Recipient, consultants and/or advisors to whom disclosure is necessary for the Permitted Purpose and then only on the understanding that such employees, consultants and/or advisors are expressly subject to the provisions of this Confidentiality Agreement.\n2.1.4 not at any time other than to the extent that is necessary for the Permitted Purpose to make copies of or reduce the Confidential Information to any electronic form or to store it in a database or other electronic media.\n2.1.5 to comply with all requirements of the OSCE for the security of the Confidential Information.\n2.1.6 to treat Confidential Information as being confidential and proprietary to the OSCE by using the same degree of care, but in any case no less than a reasonable degree of care, to prevent unauthorised use, dissemination or publication thereof, as it uses to protect its own Confidential Information of a similar nature.\n2.1.7 upon demand of the OSCE, to promptly return all Confidential Information (in whatever medium), together with all copies thereof or, where expressly authorised in writing by the OSCE, to destroy or delete all such Confidential Information and shall confirm to the OSCE in writing that such destruction or deletion has taken place.\n3 INDEMNIFICATION\nThe Recipient agrees to indemnify the OSCE in respect of any expenses, losses, damages, costs, claims, liabilities the OSCE may suffer or incur as a result of an act or omission by the Recipient or its employees in connection with the Confidential Information and the Recipient\u2019s obligations under this Agreement.\n4 ACCRUED RIGHTS\nNothing in this Confidentiality Agreement shall be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof.\n5 PRIVILEGES AND IMMUNITIES\nNo provision of this Confidentiality Agreement shall be deemed, or interpreted as, a waiver of the privileges and immunities enjoyed by the OSCE.\n6 SETTLEMENT OF DISPUTES\nThe Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with the Contract or its interpretation. Any dispute, controversy or claim arising out of or in relation to the Contract shall be settled through negotiations between the Parties. If the Parties fail to settle the dispute amicably within sixty (60) Days of commencement of the negotiations, the dispute shall be settled through arbitration. Arbitration shall be performed in accordance with the UNCITRAL arbitration rules. One (1) sole arbitrator shall be appointed who shall have full powers to make final and binding decisions. The appointing authority shall be the Permanent Court of Arbitration at The Hague. The place of arbitration shall be Vienna and the language used in the arbitration proceedings shall be English.\n7 AMENDMENT\nNo modification, amendment or change to this Confidentiality Agreement, or waiver of any of its provisions, or any additional contractual relationship with the Recipient shall be valid unless approved in the form of a written amendment to this Confidentiality Agreement, signed by a fully authorized representative of each Party.\n8 ENTRY INTO FORCE\nThis Confidentiality Agreement shall enter into force on the date of the last signature by or on behalf of both Parties and shall remain in force for a period of five (5) years, notwithstanding any earlier purported termination of this Confidentiality Agreement for whatever reason.\n9 GENERAL PROVISIONS\n9.1 Non-Disclosure. The Parties agree that each of them shall not, without the prior consent of the other in writing, disclose to any third party the terms of this Confidentiality Agreement, or the content, nature or extent of the discussions proceeding in connection herewith.\n9.2 Severability. If any provision of this Confidentiality Agreement shall be held invalid or unenforceable for any reason, such invalidity and/or unenforceability shall not effect the enforceability of any remaining provisions of this Confidentiality Agreement.\n9.3 Waiver. No waiver of any provision of this Confidentiality Agreement shall be enforceable unless in writing and signed by the party against whom enforcement is sought. No failure or delay by either party in exercising any right under this Confidentiality Agreement shall operate as a waiver or preclude enforcement of any other right hereunder.\n9.4 Entire Agreement. This Confidentiality Agreement constitutes the entire understanding between the Parties relating to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, representations and understandings between the Parties hereto relating to the exchange of Confidential Information.\n9.5 Governing Law. This Confidentiality Agreement shall be governed by, and construed in accordance with, the substantive laws of the Republic of Austria.\n9.6 Signatures and Dates. This Confidentiality Agreement is executed by email and treated as original for all legal purposes.\nIN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality Agreement.\nSigned by: Signed by:\n____________________________________ ____________________________________\n. . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . Chief, Procurement and Contracting Unit\n(for the Recipient) (for the OSCE)\nDate___________________________ Date___________________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 72 - ], - [ - 73, - 127 - ], - [ - 128, - 266 - ], - [ - 267, - 274 - ], - [ - 275, - 341 - ], - [ - 341, - 371 - ], - [ - 371, - 445 - ], - [ - 445, - 453 - ], - [ - 453, - 703 - ], - [ - 704, - 916 - ], - [ - 917, - 968 - ], - [ - 969, - 982 - ], - [ - 983, - 1261 - ], - [ - 1261, - 1313 - ], - [ - 1313, - 1416 - ], - [ - 1416, - 1583 - ], - [ - 1583, - 1614 - ], - [ - 1615, - 2096 - ], - [ - 2097, - 2188 - ], - [ - 2189, - 2311 - ], - [ - 2312, - 2386 - ], - [ - 2387, - 2502 - ], - [ - 2503, - 2533 - ], - [ - 2534, - 2538 - ], - [ - 2538, - 2614 - ], - [ - 2615, - 2776 - ], - [ - 2777, - 2887 - ], - [ - 2888, - 3271 - ], - [ - 3272, - 3498 - ], - [ - 3499, - 3598 - ], - [ - 3599, - 3923 - ], - [ - 3924, - 4259 - ], - [ - 4260, - 4277 - ], - [ - 4278, - 4591 - ], - [ - 4592, - 4608 - ], - [ - 4609, - 4641 - ], - [ - 4641, - 4808 - ], - [ - 4809, - 4836 - ], - [ - 4837, - 4982 - ], - [ - 4983, - 5007 - ], - [ - 5008, - 5154 - ], - [ - 5154, - 5293 - ], - [ - 5293, - 5454 - ], - [ - 5454, - 5536 - ], - [ - 5536, - 5643 - ], - [ - 5643, - 5726 - ], - [ - 5726, - 5837 - ], - [ - 5838, - 5849 - ], - [ - 5850, - 6179 - ], - [ - 6180, - 6198 - ], - [ - 6199, - 6220 - ], - [ - 6220, - 6481 - ], - [ - 6482, - 6502 - ], - [ - 6503, - 6523 - ], - [ - 6523, - 6780 - ], - [ - 6781, - 6799 - ], - [ - 6799, - 7043 - ], - [ - 7044, - 7056 - ], - [ - 7056, - 7216 - ], - [ - 7216, - 7392 - ], - [ - 7393, - 7415 - ], - [ - 7415, - 7749 - ], - [ - 7750, - 7769 - ], - [ - 7769, - 7790 - ], - [ - 7790, - 7904 - ], - [ - 7905, - 7931 - ], - [ - 7931, - 8030 - ], - [ - 8031, - 8115 - ], - [ - 8116, - 8137 - ], - [ - 8138, - 8175 - ], - [ - 8175, - 8211 - ], - [ - 8212, - 8252 - ], - [ - 8252, - 8292 - ], - [ - 8292, - 8331 - ], - [ - 8332, - 8366 - ], - [ - 8367, - 8399 - ], - [ - 8399, - 8430 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 36, - 37 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 55 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 32 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25, - 27 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://procurement.osce.org/file/213471/download?token=2Xn9tTKl" - }, - { - "id": 281, - "file_name": "NRSC_2015_NDAForm.pdf", - "text": "NETWORK RELIABILITY STEERING COMMITTEE\nNONDISCLOSURE AGREEMENT\nTHIS NONDISCLOSURE AGREEMENT (\u201cAGREEMENT\u201d) is made and entered into by and among the Parties identified who have executed this Agreement (\u201cPARTIES\u201d) for the purpose of maintaining the confidentiality of any commercial, proprietary, financial or confidential information or trade secrets shared among themselves for the purpose of assessing and making recommendations to the Alliance for Telecommunications Industry Solutions\u2019 Network Reliability Steering Committee (\u201cNRSC\u201d). The NRSC shall maintain a list of all Parties that have executed this Agreement on the NRSC website at www.atis.org/nrsc.\nWHEREAS, the PARTIES are members of the NRSC and desire to analyze and discuss amongst themselves certain information solely for the purpose of making recommendations to the NRSC;\nWHEREAS, in pursuing these aims, the PARTIES expect from time to time to disclose to each other certain CONFIDENTIAL INFORMATION and that such disclosures will assist the NRSC in performing its duties;\nWHEREAS, without assurances that such CONFIDENTIAL INFORMATION will not be disclosed except as expressly authorized herein, the PARTIES would not share or disclose such CONFIDENTIAL INFORMATION; and\nWHEREAS, any disclosure of such CONFIDENTIAL INFORMATION in violation of the terms of this AGREEMENT will cause the DISCLOSING PARTY substantial competitive injury;\nNOW THEREFORE, for and in consideration of the above premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the PARTIES, intending to be legally bound, hereby agree as follows:\n1. Definitions.\n(a) \u201cRECEIVING PARTY\u201d shall mean a PARTY that has received access to CONFIDENTIAL INFORMATION by any of the other PARTIES.\n(b) \u201cDISCLOSING PARTY\u201d shall mean a PARTY that has disclosed CONFIDENTIAL INFORMATION to any of the other PARTIES.\n(c) \u201cCONFIDENTIAL INFORMATION\u201d shall mean information, provided by the DISCLOSING PARTY in written, oral, visual or electronic form related to emergency services, homeland security, communications networks and Broadband and/or any information otherwise designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure by the DISCLOSING PARTY as part of the NRSC analysis. CONFIDENTIAL INFORMATION that is marked or otherwise identified as specified in this Subsection may include, without limitation, any information relating to or concerning trade secrets and commercial, proprietary or financial information of any sort, and any information related to or concerning a Party\u2019s affiliates or subsidiaries. CONFIDENTIAL INFORMATION shall not include information that (i) is otherwise in the public domain, unless such information is wrongfully in the public domain due to RECEIVING PARTY\u2019s action or RECEIVING PARTY is informed, in writing, by the DISCLOSING PARTY, that such information is wrongfully in the public domain; (ii) can be shown by documentation to have been lawfully obtained or developed independently of any disclosure made by the DISCLOSING PARTY pursuant to this AGREEMENT and is not subject to any obligation of nondisclosure owing to any PARTY; (iii) is clearly identified by the DISCLOSING PARTY in a written statement authorizing disclosure notwithstanding this AGREEMENT and any prior designation as confidential, or (iv) is in the possession of the RECEIVING PARTY, without restrictions on use or disclosure, prior to its receipt from the DISCLOSING PARTY.\n(d) \u201cENTITY\u201d shall mean any person, partnership, joint venture, government, agency, department, government official, governmental subdivision, association, firm, corporation,, or advisory committee of any kind.\n2. Consideration. The consideration for the covenants and agreements of each PARTY contained in this AGREEMENT shall be that PARTY\u2019s right to receive access to CONFIDENTIAL INFORMATION as part of NRSC analysis, and that PARTY\u2019s right to protect such CONFIDENTIAL INFORMATION as it deems appropriate to disclose pursuant to this AGREEMENT, which the PARTIES acknowledge and agree shall constitute sufficient and adequate consideration.\n3. Nondisclosure; Ownership of Proprietary Property.\n(a) Each PARTY hereby acknowledges that it is in the best interests of the other PARTIES to insist on the confidentiality of any and all CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT.\n(b) Each PARTY reserves the right to decide not to disclose any CONFIDENTIAL INFORMATION, and nothing herein shall require the disclosure of any CONFIDENTIAL INFORMATION by any PARTY. It is understood that any disclosures undertaken pursuant to the AGREEMENT are voluntary and do not constitute a waiver of any rights or privileges with respect to future or other disclosures.\n(c) The PARTIES hereby agree that the DISCLOSING PARTY shall retain ownership and control over any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. The RECEIVING PARTIES shall not by reason of any disclosure made pursuant to this AGREEMENT thereby obtain any rights with respect to such CONFIDENTIAL INFORMATION other than the right of the PARTY, or an ENTITY that the PARTY assigns its rights to under this Agreement in compliance with Section 5 herein, to use the CONFIDENTIAL INFORMATION for the purposes of NRSC analysis only, and agree that they will not: (i) use such CONFIDENTIAL INFORMATION for any reason other than NRSC analysis only as expressly authorized by this Agreement; or (ii) sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, appropriate, or otherwise communicate any such CONFIDENTIAL INFORMATION to any person or ENTITY outside the RECEIVING PARTY or its assignee under this Agreement, except as expressly authorized under this AGREEMENT.\n(d) The RECEIVING PARTIES agree that they will not disclose any CONFIDENTIAL INFORMATION to any contractor or consultant who is not bound by a non-disclosure agreement with the RECEIVING PARTY. CONFIDENTIAL INFORMATION may only be disclosed to those employees, subcontractors and officers of a PARTY and a Party\u2019s subsidiaries and affiliates with a direct need to know the information for purposes of NRSC analysis and to counsel for purposes of obtaining advice regarding that PARTY\u2019s rights and responsibilities under this AGREEMENT. The RECEIVING PARTY agrees to be responsible for their employees, subcontractors and officers\u2019 compliance with this AGREEMENT.\n(e) Each PARTY shall exercise its reasonable commercial efforts to ensure the continued confidentiality of all CONFIDENTIAL INFORMATION delivered or disclosed pursuant to this AGREEMENT and, in any event, shall protect such information with at least the same degree of care it uses to protect its own confidential, commercial, proprietary, and financial information of a similar nature. If any CONFIDENTIAL INFORMATION is, intentionally or unintentionally, disclosed to a third party without authorization, any PARTY with knowledge or information relating to such disclosure shall immediately notify the DISCLOSING PARTY and shall take all reasonable steps to assist the DISCLOSING PARTY in limiting the unauthorized disclosure.\n(f) Except as specified in this Subsection, nothing herein shall preclude a PARTY who becomes legally obligated by any governmental ENTITY with jurisdiction over it from complying with a court order or other valid legal process compelling disclosure of CONFIDENTIAL INFORMATION. If a PARTY receives a court order, subpoena, document demand, or other order or process compelling or seeking disclosure of CONFIDENTIAL INFORMATION, such PARTY shall provide the DISCLOSING PARTY with prompt written notice of such demand or request, and, in any event, before any CONFIDENTIAL INFORMATION is disclosed. The PARTY served with such demand, order or process shall resist disclosure on grounds of this AGREEMENT, and shall take all reasonable steps to provide the DISCLOSING PARTY a full and fair opportunity, prior to disclosure, to resist, oppose or otherwise limit any disclosure of such CONFIDENTIAL INFORMATION. The PARTY will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for any CONFIDENTIAL INFORMATION that is so disclosed.\n(g) Upon the written request of a DISCLOSING PARTY, a PARTY shall return, or destroy, at DISCLOSING PARTY\u2019s option, within seven (7) business days, any and all CONFIDENTIAL INFORMATION disclosed or provided to that PARTY by the DISCLOSING PARTY.\n(h) It is expressly understood and agreed by the PARTIES that no right, title, interest, license, or ownership or other right in any copyright, patent, trademark or other intellectual property or proprietary right of any DISCLOSING PARTY or any third party shall be granted or transferred to any RECEIVING PARTY or any ENTITY or other third party pursuant to, or as a result of, this AGREEMENT.\n(i) It is further expressly understood and agreed by the PARTIES that nothing contained in this AGREEMENT, and nothing contained in any information disclosed pursuant to this AGREEMENT, shall constitute any representation or warranty by the DISCLOSING PARTY with respect to the non-infringing ownership of the CONFIDENTIAL INFORMATION or the accuracy, completeness or usefulness of any CONFIDENTIAL INFORMATION.\n(j) It is expressly acknowledged and agreed that any CONFIDENTIAL INFORMATION disclosed to any governmental ENTITY, officer or employee pursuant to this AGREEMENT (i) will not become an \u201cagency record\u201d by virtue of such disclosure; (ii) is exempt from disclosure under the Freedom of Information Act, 5 U.S.C. \u00a7 552(b)(4) (\u201cExemption 4\u201d); (iii) shall not be disclosed pursuant to any other governmental authority; and (iv), is protected from disclosure under 18 U.S.C. \u00a7 1905, and thus may not be published, divulged, disclosed or otherwise made known in any manner. The PARTIES to this AGREEMENT that are governmental ENTITIES further agree that neither they nor their officers or employees will take custody or control of any CONFIDENTIAL INFORMATION disclosed pursuant to this AGREEMENT. To that end, among other things, such governmental ENTITIES and their officers and employees agree immediately to return all CONFIDENTIAL INFORMATION to the DISCLOSING PARTY at the conclusion of any meeting at which such information is disclosed or, if such information is disclosed at any other time, to return such CONFIDENTIAL INFORMATION immediately after reviewing it. In addition, any PARTY to this AGREEMENT that is a governmental ENTITY agrees to refrain from making copies of, taking notes or sending e-mail regarding, or otherwise creating or retaining any written or electronic material containing such CONFIDENTIAL INFORMATION.\n4. Remedies: Damages, Injunctions and Specific Performance. The PARTIES expressly understand and agree that the covenants and agreements to be rendered and performed by the PARTIES pursuant to this AGREMEENT are special, unique, and of an extraordinary character, and in the event of any default, or breach by any PARTY of this AGREEMENT, the affected PARTY shall have no adequate remedy at law and shall be entitled to seek such relief as may be available to it pursuant hereto, at law or in equity, including, without limiting the generality of the foregoing, any proceedings to: (i) obtain direct damages for any breach of this AGREEMENT; (ii) order the specific performance thereof; or (iii) enjoin the breach of such provisions. This AGREEMENT shall be governed by the laws of the State of New York without regard to its choice of law principles. With respect to the participation of any governmental ENTITY, employee or officer in this AGREEMENT, federal law shall apply.\n5. Binding Effect and Assignability. The rights and obligations of each PARTY under this AGREEMENT shall inure to the benefit of and shall be binding upon any subsidiary, affiliate, successor or permitted assign of or to the business of such PARTY, to the extent provided below. Neither this AGREEMENT nor any rights or obligations of a PARTY under this AGREEMENT shall be transferable or assignable by that PARTY without the prior written consent of all other PARTIES, and any attempted transfer or assignment of this AGREEMENT by a PARTY not in accordance herewith shall be null and void. Notwithstanding the foregoing provisions of this Section, a PARTY may assign this AGREEMENT immediately, without the prior written consent of all other PARTIES, (a) to any ENTITY that controls, is controlled by, or is in common control with the assigning PARTY, (b) to any successor in interest to the assigning PARTY, or (c) if necessary to satisfy the rules, regulations and/or orders of any federal, state or local governmental agency or body. The confidentiality obligations and remedies set forth in this AGREEMENT, including without limitation, those set for in Sections 3, 4, 5, 6 and 7 shall bind any successor to any PARTY. Notwithstanding the foregoing, each PARTY that receives or obtains CONFIDENTIAL INFORMATION pursuant to the terms of this AGREEMENT shall remain bound by all confidentiality obligations, and subject to all remedies, under this AGREEMENT after making an assignment or transfer, including, without limitation, the obligations set forth in Sections 3, 6, 7 and 8 and the remedies specified in Section 4.\n6. Critical Infrastructure Analysis and Report. It is contemplated that the PARTIES will use CONFIDENTIAL INFORMATION delivered pursuant to this AGREEMENT for the purpose of preparing reports or otherwise advising NRSC, which may then report on the same subjects to the Federal Communications Commission, and others regarding homeland security and network reliability. The PARTIES further contemplate that any report or advice provided to NRSC or any other person or ENTITY will contain general analysis that does not disclose any CONFIDENTIAL INFORMATION. In any event, the PARTIES agree that, except as otherwise expressly authorized herein, no CONFIDENTIAL INFORMATION will be disclosed in any report or other advice provided to NRSC or any other person or ENTITY, and will not otherwise be disclosed, without the express written consent of the DISCLOSING PARTY. The PARTIES agree that each PARTY will be provided an opportunity to review any report or other advice or information to be provided to NRSC or any other person or ENTITY prior to its delivery to permit each PARTY the opportunity to object on the ground that the report, advice or information contains CONFIDENTIAL INFORMATION provided by the objecting PARTY. The PARTIES further agree that, except as expressly authorized herein, no CONFIDENTIAL INFORMATION will be disclosed to any governmental ENTITY, officer or employee without first obtaining the express written consent of the DISCLOSING PARTY.\n7. Termination. This AGREEMENT shall expire on December 31, 2017. Notwithstanding the foregoing, each PARTY that receives or obtains CONFIDENTIAL INFORMATION pursuant to the terms of this AGREEMENT shall remain bound for five (5) years from the date of disclosure by all confidentiality obligations, and subject to all remedies, under this AGREEMENT after termination, including, without limitation, the obligations set forth in Sections 3, 6 and 7 and the remedies specified in Section 4. Upon written request, all CONFIDENTIAL INFORMATION shall be returned to the DISCLOSING PARTY or destroyed at the request of the DISCLOSING PARTY. Similarly, if at any time prior to December 31, 2017, a PARTY withdraws from the NRSC, any DISCLOSING PARTY may request that the withdrawing PARTY, and the withdrawing PARTY may request that the RECEIVING PARTY either return all CONFIDENTIAL INFORMATION to the DISCLOSING PARTY or destroy such information. Within seven (7) days of receipt of a written notice requesting return or destruction of any CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall, as requested, either return or destroy all designated CONFIDENTIAL INFORMATION and all copies of such CONFIDENTIAL INFORMATION, whether in written or electronic form.\n8 Severability. All sections and subsections of this AGREEMENT are severable, and the unenforceability or invalidity of any of the sections or subsections of this AGREEMENT shall not affect the validity or enforceability of the remaining sections or subsections of this AGREEMENT, but such remaining sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the PARTIES.\n9. Waiver. The waiver by a PARTY of a default or breach of any provision of this AGREEMENT shall not operate or be construed as a waiver of any subsequent default or breach of the same or of a different provision by that PARTY. No waiver or modification of this AGREEMENT or of any covenant, condition, or limitation contained in this AGREEMENT shall be valid unless in writing and duly executed by the PARTY or PARTIES to be charged therewith.\n10. Miscellaneous. This AGREEMENT contains the complete agreement concerning the arrangement among the PARTIES, as of the date hereof, and supersedes all other similar agreements or understandings among the PARTIES, whether oral or written, consistent or inconsistent, with this AGREEMENT. This AGREEMENT may not be amended by the PARTIES except by a writing executed by all PARTIES.\n11. Execution and Delivery. Execution and delivery of this instrument via facsimile shall be effective and binding upon the PARTIES. This instrument may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 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Every person who has been given access to a University of Nebraska information system or who has access to or knowledge of confidential or sensitive information or data, is obligated to keep such data confidential. Accordingly, every University of Nebraska employee, student, volunteer, contractor, business associate, or guest who either has or will be given access to printed or online confidential data is required to read and acknowledge his or her understanding of this agreement before being granted access.\n1. I will only access confidential or sensitive data for legitimate business purposes as permitted by the University and will not use confidential or sensitive data for personal use. I understand that confidential or sensitive data includes but is not limited to databases and records containing Social Security numbers, checking and savings account numbers, non-published telephone numbers, personnel appraisals, educational records, medical history, and insurance coverage information.\n2. I will not leave confidential or sensitive data in view of others who do not have a legitimate business reason to view the data and I will only share confidential data with persons having authorized access.\n3. I will not discuss confidential or sensitive information or data in public places and will not remove confidential or sensitive data from my work site without University authorization.\nNON-DISCLOSURE AGREEMENT\nB. As an employee, contractor or consultant of the University of Nebraska, and related to my job responsibilities or assigned tasks, I may have access to, come in contact with, or reference confidential or sensitive information or data. Examples of this information and data include, but are not limited to: passwords, student disciplinary and academic records, personal health information, medical and research data, Social Security numbers, legally protected information, financial reports, security parameters and configurations, payroll information and personnel records, system logs and network traffic data, etc. This information or data is subject to University policies as well as regulatory and special handling requirements.\n1. I accept responsibility for appropriate handling and management of information and data whether I come into contact with such information through my authorized access or in error.\n2. I will maintain the con\ufb01dentiality of this information and if uncertain about the appropriateness of who this information may be shared with in the course of my authorized access, I will discuss any questions I have with my supervisor or the Central Administration security o\ufb03ce. I understand that even the most innocuous \ufb01le can contain con\ufb01dential information.\n3. In all instances as described above, I acknowledge my personal obligation to protect, through execution of reasonable steps, the confidentiality, integrity and privacy of this data in accordance with University policies, regulatory requirements or other special handling requirements, and prevent unauthorized access, modification, destruction or disclosure of sensitive or confidential data. In the absence of stated guidance or without a clear indication of sensitivity, I will treat and handle all data as if it were sensitive.\nC. Acknowledgement\n1. I have read and understand the statements presented in the above \u201cResponsibilities\u201d section regarding my permitted and potential/inadvertent access to confidential or sensitive information or data.\n2. I agree with these stated responsibilities.\n3. I understand that misuse of confidential or sensitive information or data, whether intentional or due to neglect on my part, is a breach of policy and grounds for corrective action which may include my dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action.\nD. During the course of my work or activities at the University of Nebraska, I may be assigned a computer user login ID and instructed to develop personal passwords. In order to maintain the confidentiality of non-public data, I agree to the following:\n1. I will adhere to the University of Nebraska\u2019s Executive Memorandum No. 16, Policy for Responsible Use of University Computers and Information Systems, University of Nebraska\u2019s Executive Memorandum No. 26, Information Security Plan, and to any additional specific policies that I may be asked to follow.\n2. I will obtain authorization from the University prior to gaining access to those specific computer functions necessary to perform my responsibilities.\n3. I will not share my computer user login IDs and passwords with anyone, at any time, for any reason, except in cases necessary to facilitate computer maintenance and repairs.\n4. I will not leave a terminal, personal computer or computer workstation without locking or ending any application that either contains or can be used to access confidential or sensitive information or data.\n5. I will not disclose any budget, financial, personnel, payroll or procurement information except to the extent necessary to carry out the responsibilities of my employment or as otherwise required by the law.\n6. I will contact the University immediately if I discover that my computer user login ID or password has been compromised, if I suspect that University digital asset has been misused, or if I suspect that someone has obtained unauthorized access to confidential or sensitive information or data on the University of Nebraska information system.\n 7. I also understand that improper use of my computer user login ID or password is a breach of policy and grounds for corrective action which may include dismissal, the termination of access to University resources, or the termination of a contractual agreement and may subject me to possible civil and/or criminal legal action.\nSignature: ____________________________________ Date:____________________\nPerson to be granted access\nPrint Name: ____________________________________________________________\n", - "spans": [ - [ - 0, - 72 - ], - [ - 73, - 91 - ], - [ - 92, - 310 - ], - [ - 310, - 608 - ], - [ - 609, - 792 - ], - [ - 792, - 1096 - ], - [ - 1097, - 1306 - ], - [ - 1307, - 1494 - ], - [ - 1495, - 1519 - ], - [ - 1520, - 1757 - ], - [ - 1757, - 2139 - ], - [ - 2139, - 2254 - ], - [ - 2255, - 2437 - ], - [ - 2438, - 2721 - ], - [ - 2721, - 2803 - ], - [ - 2804, - 3200 - ], - [ - 3200, - 3337 - ], - [ - 3338, - 3356 - ], - [ - 3357, - 3557 - ], - [ - 3558, - 3604 - ], - [ - 3605, - 3984 - ], - [ - 3985, - 4151 - ], - [ - 4151, - 4237 - ], - [ - 4238, - 4543 - ], - [ - 4544, - 4697 - ], - [ - 4698, - 4874 - ], - [ - 4875, - 5083 - ], - [ - 5084, - 5294 - ], - [ - 5295, - 5640 - ], - [ - 5641, - 5642 - ], - [ - 5642, - 5970 - ], - [ - 5971, - 5982 - ], - [ - 5982, - 6019 - ], - [ - 6019, - 6044 - ], - [ - 6045, - 6072 - ], - [ - 6073, - 6085 - ], - [ - 6085, - 6145 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5, - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 6, - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.unomaha.edu/human-resources/_documents/Recruitment_Hiring/NU%20Confidentiality%20Non-Disclosure%20%20Information%20Security%20Agreement%20Final%20....pdf" - }, - { - "id": 283, - "file_name": "NUSD-Non-Disclosure-Agreement.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nNatomas Unified School District (NUSD)\nCheck Type:\n\u25a1 Employee \u25a1 Contractor \u25a1 Consultant \u25a1 Other\nTHIS AGREEMENT (the \u201cAgreement\u201d) is made between the Natomas Unified School District (\"NUSD\") and ________________________________ (\u201cDISCLOSEE\u201d), and entered into this __________ day of _____________20_____ for the purpose of _______________________ (\u201cProject Title\u201d).\nNUSD and DISCLOSEE are considering entering into a business relationship with each other. In connection with discussions and negotiations regarding the potential business relationship, NUSD may disclose to DISCLOSEE certain Confidential Information (as defined below), which Confidential Information is proprietary, secret, nonpublic and confidential. The purpose of this Agreement is to protect such Confidential Information by setting forth the terms and conditions upon which NUSD is willing to disclose such Confidential Information to DISCLOSEE and the obligations that DISCLOSEE hereby accepts and agrees to abide by following the disclosure of such Confidential Information to DISCLOSEE.\nIn consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:\n1. Confidential Information and Confidential Materials\n(a) \u201cConfidential Information\u201d means nonpublic information that NUSD designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential. \u201cConfidential Information\u201d includes, without limitation, information relating to released or unreleased NUSD mailing lists or contact lists and the marketing or promotion of any NUSD event, information of a confidential nature of, about, or concerning the students or personnel of NUSD, business of NUSD or its manner of operation, which may include Proprietary Information, such as student records, tax records and other financial information concerning NUSD and NUSD's employees, officers, directors, shareholders, students, lists or other written records used in NUSD's operations, investment information, compensation paid to employees and other terms of employment, personnel records, and information received by NUSD from third parties subject to NUSD's duty to maintain the confidentiality of such information and to use it only for certain limited purposes.\n(a) \u201cConfidential Information\u201d shall include all personally identifiable student information protected under the Family Rights and Privacy Act (FERPA), California Education Code 49073.1, and NUSD Board Policy 5125.\n(b) \u201cConfidential Information\u201d shall not include: (i) any information that is or subsequently becomes available to the public without DISCLOSEE\u2019s breach of any obligation owed to NUSD; or (ii) any non-confidential information that became known to DISCLOSEE from a source other than by breach of an obligation of confidentiality owed to NUSD\n(c) \u201cConfidential Materials\u201d means all tangible materials containing Confidential Information, including without limitation written or printed documents, computer media, data files, and other related items.\n2. Disclosee's Promise of Secrecy\n(a) DISCLOSEE agrees to keep strictly confidential all Confidential Information and Confidential Materials governed by this Agreement. DISCLOSEE agrees not to disclose such Confidential Information and Material to any person, organization, representative, entity, business, manufacturer, designer or corporation other than those individuals reasonably necessary for the purpose NUSD is using DISCLOSEE.\n(b) DISCLOSEE agrees it does not intend nor will it, directly or indirectly, export any Confidential Information or Materials or products to any person, entity, business, manufacturer, designer or corporation who DISCLOSEE knows or has reason to know will utilize them in an unacceptable manner.\n(c) DISCLOSEE shall not disclose or through knowing inaction fail to prevent disclosure of any Confidential Information or Materials to third parties during the contractual relationship between DISCLOSEE and NUSD and after termination of this contractual relationship. However, DISCLOSEE may disclose Confidential Information in accordance with judicial or other governmental orders, provided DISCLOSEE shall give NUSD reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent issued on behalf of NUSD.\n(d) DISCLOSEE shall not share or use any of NUSD Confidential Information and Confidential Materials to engage in any targeted marketing or advertising.\n3. Security of Confidential Information and Materials\n(a) DISCLOSEE shall take all reasonable measures including the training of DISCLOSEE\u2019s staff, to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information and Confidential Materials. Without limiting the foregoing, DISCLOSEE shall take at least those measures that DISCLOSEE takes to protect its own confidential information. DISCLOSEE may disclose Confidential Information or Confidential Materials only to DISCLOSEE\u2019s consultants on a need-to-know basis. DISCLOSEE shall execute appropriate written agreements with its consultants sufficient to enable it to comply with all the provisions of this Agreement. DISCLOSEE shall not disclose any Confidential Information or Confidential Materials to any third party other than the consultants mentioned herein, without the prior written consent of NUSD.\n(b) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of DISCLOSEE\u2019s actual use of such information or material. Such information or material, if distributed, must be collected and securely contained by DISCLOSEE.\n(c) Compliance with the Security of Confidential Information and Materials shall not, in itself, absolve the DISCLOSEE of liability in the event of an unauthorized disclosure of Confidential Information and Confidential Materials.\n4. Return and Destruction of Materials.\nAll documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of DISCLOSEE shall be and remain the property of NUSD and shall be promptly returned or destroyed upon NUSD\u2019s request. Documents prepared by DISCLOSEE using Confidential Information, or derived therefrom, shall be destroyed upon request of NUSD. Written confirmation of destruction of Confidential Information as requested by NUSD shall be provided by DISCLOSEE to NUSD.\n5. Rights and Remedies\n(a) DISCLOSEE shall notify NUSD immediately upon discovery of any unauthorized use or disclosure of Confidential Information and/or Materials, or any other breach of this Agreement by DISCLOSEE, and will cooperate with NUSD in every reasonable way to help NUSD regain possession of the Confidential Information and/or Materials and prevent its further unauthorized use. DISCLOSEE shall, upon request, provide opportunity for NUSD, or the owner of information such as a student or student\u2019s parent/guardian, to review, update, and or correct erroneous information contained in any pupil records. DISCLOSEE shall assist NUSD in the notification of students and parents/guardians in the event of unauthorized disclosure of pupil records.\n(b) DISCLOSEE acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that NUSD shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n6. Miscellaneous\n(b) NUSD and the DISCLOSEE are jointly responsible for ensuring the protection of personally identifiable student information in compliance with the Family Rights and Privacy Act (FERPA). The DISCLOSEE acknowledges that it shall not take any action that may cause the DISCLOSEE or NUSD to be out of compliance with FERPA, California Education Code 49073.1, or NUSD Board Policy 5125.\n(c) All Confidential Information and Materials are and shall remain the property of NUSD. By disclosing information to DISCLOSEE, NUSD does not grant any express or implied right to DISCLOSEE to or under NUSD Confidential Information and Materials. Further, the delivery and disclosure of Confidential Information and Materials does not constitute a License permitting DISCLOSEE to use said Information and/or Materials for any purpose other than that allowed by NUSD as specified above.\n(d) This Agreement constitutes the entire agreement between the parties with respect to subject matter hereof and merges all prior discussions between them as Confidential Information. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement date and signed by both parties.\n(e) None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of NUSD, its agents, or employees, but only by an instrument in writing signed by an authorized officer of NUSD. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(f) If either NUSD or DISCLOSEE employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys\u2019 fees. This Agreement shall be constructed and controlled by the laws of the State of California, and DISCLOSEE further consents to jurisdiction by the state and federal courts sitting in Sacramento County in the State of California. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered return receipt requested.\n(g) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.\n(h) If any provisions of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(i) All obligations created by this Agreement shall survive change or termination of the parties\u2019 business relationship.\n7. Suggestions and Feedback\nNUSD may from time to time request suggestions, feedback or other information from DISCLOSEE concerning Confidential Information or concerning released NUSD Confidential Information and Materials. Any suggestions, feedback or other disclosures made by DISCLOSEE are and shall be entirely voluntary on DISCLOSEE\u2019s part and shall not create either any obligations on the part of NUSD or a confidential relationship between DISCLOSEE and NUSD. NUSD shall be free to disclose and use DISCLOSEE\u2019s suggestions, feedback, or other information as NUSD sees fit, entirely without obligation of any kind to DISCLOSEE.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nDISCLOSEE Superintendent\u2019s Designee\n________________________________ Signature _____________________________\n________________________________ Print Name _____________________________\n________________________________ Date _____________________________\n________________________________ Representing ____________________________\n________________________________ Address _____________________________\n________________________________ City/State/Zip _____________________________\n________________________________ Phone/Fax _____________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 63 - ], - [ - 64, - 75 - ], - [ - 76, - 120 - ], - [ - 121, - 219 - ], - [ - 219, - 307 - ], - [ - 307, - 347 - ], - [ - 347, - 389 - ], - [ - 390, - 480 - ], - [ - 480, - 742 - ], - [ - 742, - 1084 - ], - [ - 1085, - 1291 - ], - [ - 1292, - 1346 - ], - [ - 1347, - 1544 - ], - [ - 1544, - 2409 - ], - [ - 2410, - 2624 - ], - [ - 2625, - 2675 - ], - [ - 2675, - 2813 - ], - [ - 2813, - 2965 - ], - [ - 2966, - 3172 - ], - [ - 3173, - 3206 - ], - [ - 3207, - 3342 - ], - [ - 3342, - 3609 - ], - [ - 3610, - 3905 - ], - [ - 3906, - 4175 - ], - [ - 4175, - 4461 - ], - [ - 4462, - 4614 - ], - [ - 4615, - 4668 - ], - [ - 4669, - 4891 - ], - [ - 4891, - 5034 - ], - [ - 5034, - 5165 - ], - [ - 5165, - 5318 - ], - [ - 5318, - 5508 - ], - [ - 5509, - 5698 - ], - [ - 5698, - 5798 - ], - [ - 5799, - 6029 - ], - [ - 6030, - 6069 - ], - [ - 6070, - 6333 - ], - [ - 6333, - 6460 - ], - [ - 6460, - 6584 - ], - [ - 6585, - 6607 - ], - [ - 6608, - 6978 - ], - [ - 6978, - 7203 - ], - [ - 7203, - 7342 - ], - [ - 7343, - 7658 - ], - [ - 7659, - 7675 - ], - [ - 7676, - 7864 - ], - [ - 7864, - 8059 - ], - [ - 8060, - 8150 - ], - [ - 8150, - 8309 - ], - [ - 8309, - 8547 - ], - [ - 8548, - 8733 - ], - [ - 8733, - 8867 - ], - [ - 8868, - 9101 - ], - [ - 9101, - 9243 - ], - [ - 9244, - 9440 - ], - [ - 9440, - 9667 - ], - [ - 9667, - 9785 - ], - [ - 9786, - 9952 - ], - [ - 9953, - 10148 - ], - [ - 10149, - 10269 - ], - [ - 10270, - 10297 - ], - [ - 10298, - 10495 - ], - [ - 10495, - 10739 - ], - [ - 10739, - 10905 - ], - [ - 10906, - 10974 - ], - [ - 10975, - 10985 - ], - [ - 10985, - 11010 - ], - [ - 11011, - 11044 - ], - [ - 11044, - 11054 - ], - [ - 11054, - 11083 - ], - [ - 11084, - 11117 - ], - [ - 11117, - 11123 - ], - [ - 11123, - 11128 - ], - [ - 11128, - 11157 - ], - [ - 11158, - 11191 - ], - [ - 11191, - 11196 - ], - [ - 11196, - 11225 - ], - [ - 11226, - 11259 - ], - [ - 11259, - 11272 - ], - [ - 11272, - 11300 - ], - [ - 11301, - 11334 - ], - [ - 11334, - 11342 - ], - [ - 11342, - 11371 - ], - [ - 11372, - 11405 - ], - [ - 11405, - 11420 - ], - [ - 11420, - 11449 - ], - [ - 11450, - 11483 - ], - [ - 11483, - 11493 - ], - [ - 11493, - 11522 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 37, - 48, - 49, - 50 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 14, - 15 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 60 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 37 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 22, - 30, - 32 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 50 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://natomasunified.org/content/uploads/2017/05/NUSD-Non-Disclosure-Agreement.pdf" - }, - { - "id": 284, - "file_name": "Non%20Disclosure%20Agreement_1.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nWHEREAS, a corporation with its principal place of business at (hereinafter referred to as ), and the Board of Regents of the University System of Georgia on behalf of the Augusta University, a public university with its principal place of business in Augusta, Georgia wish to exchange confidential information while obtaining assurances that this information will be kept confidential by the other party; and,\nWHEREAS, unauthorized disclosure of any confidential information to any person or entity will cause irreparable harm to the parties;\nNOW, THEREFORE, the parties agree as follows:\n1. Confidential Information means any information not generally known to the public, whether recorded or conveyed in written, graphic, oral or physical form, including but not limited to scientific knowledge, know-how, processes, inventions, techniques, formulae, products, business operations, customer requirements, data, original copyrighted or copyrightable works, plans or other records, biological materials, and/or software.\n2. Confidential Information does not include information which a party can demonstrate and document that:\n(a) was in his or her knowledge or possession prior to receiving the information from the other party; or,\n(b) was public knowledge or has become public knowledge through no fault of the party claiming that the information is not Confidential Information; or,\n(c) was independently developed without reference to the Confidential Information; or,\n(d) came into his or her possession through a third party who was not obligated to keep the information confidential.\n3. The parties shall:\n(a) not disclose any Confidential Information obtained from the other party to any person or entity without the prior written permission of the other party; and,\n(b) not take, copy, or retain any Confidential Information in any written, electronic, or physical form whatsoever without the written permission of the other party; and,\n(c) return any Confidential Information in any written, electronic, or physical form whatsoever in his or her possession, or to delete forever any Confidential Information that he or she may have stored on a computer or other device, at the request of the other party, except that each party may keep one copy in its confidential legal files for the purpose of assuring compliance with this agreement.\n4. Notwithstanding the duty of non-disclosure in paragraph 3, the parties may disclose Confidential Information to their directors, officers, employees, advisors and representatives, provided that these persons are bound by the duty of non-disclosure in this agreement and are informed of this duty.\n5. This agreement shall be governed by the laws of the State of Georgia.\n6. This agreement shall terminate upon the mutual agreement of the parties, or at such time that the parties and their assigns no longer have any legal or equitable claim to any Confidential Information.\nIN WITNESS WHEREOF, the parties signify their acceptance of these terms and conditions by their signature below:\nThe Board of Regents of the University Name of Entity:\nSystem of Georgia on behalf of the\nAugusta University: __________________________________\n________________________________ __________________________________\nSignature Signature\nName: __________________________ Title: Name: __________________________\n___________________________ Date: Title: ___________________________\n___________________________ Date: ___________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 435 - ], - [ - 436, - 568 - ], - [ - 569, - 614 - ], - [ - 615, - 1046 - ], - [ - 1047, - 1152 - ], - [ - 1153, - 1259 - ], - [ - 1260, - 1412 - ], - [ - 1413, - 1499 - ], - [ - 1500, - 1617 - ], - [ - 1618, - 1639 - ], - [ - 1640, - 1801 - ], - [ - 1802, - 1972 - ], - [ - 1973, - 2374 - ], - [ - 2375, - 2674 - ], - [ - 2675, - 2747 - ], - [ - 2748, - 2951 - ], - [ - 2952, - 3064 - ], - [ - 3065, - 3119 - ], - [ - 3120, - 3154 - ], - [ - 3155, - 3175 - ], - [ - 3175, - 3209 - ], - [ - 3210, - 3243 - ], - [ - 3243, - 3277 - ], - [ - 3278, - 3297 - ], - [ - 3298, - 3304 - ], - [ - 3304, - 3331 - ], - [ - 3331, - 3344 - ], - [ - 3344, - 3370 - ], - [ - 3371, - 3399 - ], - [ - 3399, - 3405 - ], - [ - 3405, - 3412 - ], - [ - 3412, - 3439 - ], - [ - 3440, - 3468 - ], - [ - 3468, - 3474 - ], - [ - 3474, - 3501 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 5, - 8 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 14 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 10, - 12 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 5, - 9 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.augusta.edu/services/legal/Non%20Disclosure%20Agreement_1.pdf" - }, - { - "id": 285, - "file_name": "Non-Disclosure%20Agreement%202015.pdf", - "text": "Non-Disclosure Agreement\nThis Agreement is entered into as of _______________, ____ between __________________________ (\u201cRecipient\u201d) and the International Code of Conduct for Private Security Service Providers\u2019 Association (the \u201cICoCA\u201d or the \u201cAssociation\u201d)(together the Parties).\nPrimary Purpose\nThe Primary Purpose of the Agreement is to enable the sharing of information between the Association and the Recipient in a manner that enables the proper functioning of the Association and the full participation of members while also providing access to Confidential Information (as defined in this Agreement) and the responsibilities to ensure that such information is not disseminated or used inappropriately.\nThe Parties agree that the disclosure of information designated as Confidential Information under this Confidentiality and Non-Disclosure Agreement shall not breach the Agreement in the following circumstances:\n(a) Where the Confidential Information is in the public domain for reasons other than any act or omission of the Association or the Recipient; and/or\n(b) Where the Parties have a mandatory, legally binding obligation which requires disclosure of Confidential Information.\nThe Recipient hereby agrees and affirms his/her understanding of the following:\n(1) that in the normal course of business of the Association, there may be times when Recipient, as a Director, Officer, or Staff Member of the Association, receives information that is confidential, sensitive, and/or not in the public domain and that, if disclosed to persons other than those for whom the information as intended, has the potential to harm the Association, its individual members, other participants, or any of their business partners or related entities or persons (such information hereafter referred to as \u201cConfidential Information\u201d);\n(2) that the disclosure of Confidential Information to persons other than those to whom the information was intended, and for purposes other than the normal business operations of the Association, is not only damaging to the fundamental relationship of trust that exists between and among the Association and its members but may jeopardize the Association\u2019s ability to function effectively and subject it to potential legal liability and other consequences;\n(3) that the Recipient has been or will be provided with access to certain Confidential Information solely for the purpose of carrying out his/her responsibilities as a Director, Officer, or Staff Member of the Association;\n(4) that the Recipient shall not disclose Confidential Information to any person other than the Directors, Officers, or Staff Members of the Association, unless he/she has clear instruction from the Executive Director or Board Chairperson to do so, and then shall disclose such information only for the limited purpose for which such instruction is given and no other purpose;\n(5) that the Recipient is aware of and has reviewed the ICoCA\u2019s Conflict of Interest and Information Security policies and that Recipient shall not disclose Confidential Information to any person within the Association (i.e., the Directors, Officers, or Staff Members) if the disclosure of such information would violate the Association\u2019s Conflict of Interest or Information Security policies;\n(6) that in the event Recipient violates any part of this Confidentiality and Non-Disclosure Agreement, the Association may pursue legal and/or equitable remedies from Recipient;\n(7) that in the event any proceeding to enforce this Confidentiality and Non-Disclosure Agreement or decide any matter relating to it Recipient becomes necessary, the Agreement shall be governed by the laws of Switzerland pertaining thereto and the Recipient agrees to submit to the non-exclusive jurisdiction of the courts of the Canton of Geneva, Switzerland; and\n(8) that continued adherence to this Confidentiality and Non-Disclosure Agreement is an essential term of employment as a Staff Member of the Association and/or an essential part of the Recipient\u2019s roles and responsibilities as a Director or Officer, the violation of which will permit the Association to terminate such employment or terminate such person from his7her position in addition to seeking any other legal or equitable remedies.\nDefinition of Confidential Information\nFor the purposes of this Agreement, Confidential Information includes, but is not limited to, financial or other competitive business information that may be collected by the Association regarding industry members (and non-members) of the Association, information of a personal nature regarding any of the officers, staff, or employees of the Association or its members, information shared in the course of Board or other Association meetings or discussions (unless such information has been specifically cleared for public release), and any other information which might be reasonably foreseen to be harmful if disclosed outside of the Association and/or for reasons other than in accordance with a Director\u2019s, Officer\u2019s, or Staff Member\u2019s duties to the Association.\nIn the case that the Recipient is unclear or has any question regarding whether or not a particular piece of information falls within Confidential Information, the Recipient will consult with the Executive Director or Office Manager prior to disclosing such information.\nSigned and agreed to this ___ day of ______________, 2015\n__________________________________ ______________________________________\n[typed name:_______________________] [type named and position: ________________]\nRecipient for the Association\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 62 - ], - [ - 62, - 92 - ], - [ - 92, - 119 - ], - [ - 119, - 280 - ], - [ - 281, - 296 - ], - [ - 297, - 709 - ], - [ - 710, - 920 - ], - [ - 921, - 1070 - ], - [ - 1071, - 1192 - ], - [ - 1193, - 1272 - ], - [ - 1273, - 1828 - ], - [ - 1829, - 2286 - ], - [ - 2287, - 2510 - ], - [ - 2511, - 2887 - ], - [ - 2888, - 3281 - ], - [ - 3282, - 3460 - ], - [ - 3461, - 3826 - ], - [ - 3827, - 4266 - ], - [ - 4267, - 4305 - ], - [ - 4306, - 5073 - ], - [ - 5074, - 5344 - ], - [ - 5345, - 5382 - ], - [ - 5382, - 5402 - ], - [ - 5403, - 5438 - ], - [ - 5438, - 5476 - ], - [ - 5477, - 5514 - ], - [ - 5514, - 5540 - ], - [ - 5540, - 5557 - ], - [ - 5558, - 5587 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://icoca.ch/sites/default/files/resources/Non-Disclosure%20Agreement%202015.pdf" - }, - { - "id": 286, - "file_name": "Non-Disclosure%20Agreement_3.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (\"Agreement\") is entered into and made effective as of____________ (\"Effective Date\") between Green Industrial Supply, Inc., with offices located at 1525 Innovation Drive Dubuque, IA 52002, and _______________________, a _______________________________________________ corporation, having its principal place of business at ____________________________________ (\"Supplier\"). WHEREAS, the parties wish to cooperate with one another to carry out the Purpose as defined hereunder, and are willing, but not required, to disclose or otherwise make available to one another Confidential Information, as defined hereunder, subject to the terms and conditions of this Agreement.\nTHEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties now hereby agree as follows:\n1. PURPOSE. The \u201cPurpose\u201d of this Agreement shall be to facilitate the exchange of Confidential Information, as defined hereunder, between Supplier and Green Industrial Supply, Inc. to determine whether Supplier and Green Industrial Supply, Inc. will enter into an agreement under which Supplier will provide goods and/or services to Green Industrial Supply, Inc.\n2. CONFIDENTIAL INFORMATION. All information disclosed by or on behalf of a party (\u201cDiscloser\u201d) and/or its Affiliates during the term of this Agreement which is received, learned, or observed by the other party (\u201cRecipient\u201d) and/or its Affiliates is \u201cConfidential Information,\u201d including, but not limited to, business and financial information, marketing and strategic plans, customer lists, employee lists, reports, technologies, processes and operations, compilations, analyses, forecasts, studies, summaries, notes, data, product designs, drawings, prints, specifications, production schedules, test data, operations, inventions, know-how, component and part designs, schematics, formulations, samples, passwords, machines, network IDs, prototypes, mock-ups, templates, processing and control information, product performance data, manuals, purchase and sales records, warranty and repair records, marketing information, quotes and pricing information, computer programs, or the like, including e-mail and electronic communication discussing any of the foregoing. Notwithstanding the forgoing, Confidential Information shall not include any information that is:\n(a) already lawfully in the possession of or known to Recipient as of the Effective Date without any obligation of confidentiality;\n(b) already in the public domain at the time of disclosure to Recipient or which, after such disclosure, enters into the public domain through no fault of Recipient;\n(c) lawfully furnished or disclosed to Recipient by a non-party to this Agreement without any obligation of confidentiality and through no wrongful act of Recipient;\n(d) independently developed by Recipient without the use of any Confidential Information; or\n(e) explicitly approved for public release by Discloser.\nThe foregoing list of exceptions is exhaustive and shall be strictly construed. In cases of doubt as to the use of Confidential Information, Recipient shall request that Discloser provide prior express written authorization of such use.\n3. NON-DISCLOSURE. Recipient shall not disclose Confidential Information to any other person or entity. Recipient shall not disclose Confidential Information to any of its Representatives or Representatives of its Affiliates, except as required to carry out the Purpose under this Agreement for the benefit of Deere and its Affiliates. \u201cRepresentative\u201d shall mean any officer, director, employee, contractor, agent, supplier, or advisor of its respective entity. \u201cAffiliate\u201d shall mean any corporation, partnership, or other entity that, either directly or indirectly, controls, is controlled by, or is under common control with a party, where control is defined as having more than a fifty percent (50%) controlling interest.\n4. NON-USE. Recipient shall not use Confidential Information except as required to carry out the Purpose under this Agreement. Recipient shall not make copies of Confidential Information in any manner that obstructs or obscures the confidentiality marking of Discloser. This Agreement does not grant Recipient a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Discloser or any related entity, including but not limited to, any name, trade dress, logo or equivalents.\n5. CONFIDENTIALITY. Recipient shall take reasonable measures to protect Confidential Information from misuse and unauthorized disclosure, but in no event less than the measures it takes to protect its own confidential information. Prior to disclosure of Confidential Information to Recipient\u2019s contractor, agent, supplier or advisor, Recipient shall ensure that such contractor, agent, supplier or advisor has executed a non-disclosure agreement for the benefit of Green Industrial Supply, Inc. in form and substance equivalent to this Agreement. Recipient shall be responsible for any misuse or unauthorized disclosure of Confidential Information by its Representatives or Representatives of its Affiliates. A disclosure of Confidential Information required under legal process shall not be considered to be a breach of confidentiality by Recipient or a waiver of such obligation by Discloser. Before any such disclosure, however, Recipient shall provide prompt written notice to Discloser to enable it to seek a protective order or prevent disclosure.\n6. RETURN OF MATERIALS. All forms of Confidential Information, tangible and electronic, and all copies thereof, shall be and remain the sole and exclusive property of Discloser, and shall be promptly returned or destroyed by Recipient upon the earlier of the written request of Discloser or the termination of this Agreement. Except as noted in the immediately following sentence, Confidential Information contained in electronically archived notes, reports, correspondences, emails, and other business records prepared by Recipient in connection with the Purpose under this Agreement need not be returned or destroyed, but shall be subject to all other terms of this Agreement. Confidential Information in the form of schematics, prints, drawings, formulations, and descriptions of processes and know-how, and the like, must be returned to Discloser or destroyed pursuant to this Section 6.\n7. TERM AND TERMINATION. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential\n8. REPRESENTATIONS AND WARRANTIES. ALL CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT IS PROVIDED TO RECIPIENT \u201cAS-IS\u201d WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Both parties represent and warrant they will comply with all applicable federal, state and local laws, rules, regulations, statutes, ordinances, codes, orders and/or programs (whether in effect as of the Effective Date of this Agreement or enacted during the term of this Agreement).\n9. NO ADDITIONAL OBLIGATIONS. This Agreement shall not be interpreted to obligate any party to provide or accept any Confidential Information to or from any other party, or to enter into any further contract or arrangement with any other party, or to purchase or sell any products or services from or to any other party, or to create any joint-venture or partnership.\n10. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties agree not to assign any rights or delegate any duties under this Agreement without the other party\u2019s prior written consent, and any attempt to do so is void and has no effect.\n11. LAW AND VENUE. The laws of the State of Iowa, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this Agreement. The parties consent to the exclusive jurisdiction of, and forum and/or venue in, any federal or state court of competent jurisdiction located in Iowa for the purposes of adjudicating any matter arising out of or relating to this Agreement. Litigation or legal proceedings which arise out of or relate to this Agreement are to be conducted before a judge and not a jury.\n12. SEVERABILITY AND WAIVER. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, so long as the essential terms and conditions of this Agreement reflect the original intent of the parties and remain valid, legal, and enforceable. The failure of a party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was given.\n13. REMEDIES. It is agreed that monetary damages may not be a sufficient remedy for breach of this Agreement. Discloser is entitled to seek injunctive relief without proof of actual damages. In addition, Discloser may seek other appropriate relief, including monetary damages. Unless stated otherwise, all remedies provided for in this Agreement are to be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise.\n14. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties and supersedes any and all prior oral agreements, arrangements and understandings relating to the Purpose provided for herein. This Agreement is to be construed without regard to the party or parties responsible for its drafting or preparation. The section headings and captions contained in this Agreement are for convenience only and do not affect the construction or interpretation of any provision of this Agreement. No amendment, waiver or modification of this Agreement is binding unless it is in a writing that explicitly references this Agreement and is signed by authorized representatives of both parties.\n15. COUNTERPARTS. This Agreement may be executed in several counterparts and all counterparts so executed by all the parties and affixed to this Agreement shall constitute a valid and binding agreement, even though all the parties have not signed the same counterpart.\nIN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed by its respective duly authorized representative as follows:\nGreen Industrial Supply, Inc. 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Definition of Confidential Information and Exclusions.\n(a) \u201cConfidential Information\u201d means nonpublic information that a party to this Agreement (\u201cDisclosing Party\u201d) designates as being confidential to the party that receives such information (\u201cReceiving Party\u201d) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party.\n\u201cConfidential Information\u201d includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party\u2019s business policies or practices, Disclosing Party\u2019s product pricing information, the terms and conditions of any proposed (or actual) license agreement or other agreement concerning Disclosing Party\u2019s products, license negotiations, and information received from others that Disclosing Party is obligated to treat as confidential.\nIn particular, the source code and libraries developed and/or maintained by \u201cBlack and White Inc\u201d should be regarded as strictly confidential, even if it is further modified or improved by the Receiving Party.\nExcept as otherwise indicated in this Agreement, the term \u201cDisclosing Party\u201d also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term \u201cReceiving Party\u201d also includes all Affiliates of the Receiving Party. An \u201cAffiliate\u201d means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.\nWhere the Receiving Party uses Confidential Information to maintain or develop software for any person, partnership, joint venture, corporation or other form of enterprise or customer, it shall take all necessary precautions to ensure that such Confidential Information, particularly source code, is not disclosed to these parties, unless specific written permission is obtained from \u201cBlack and White Inc\u201d in advance.\n(b) Confidential Information shall not include any information, however designated, that:\n(i) is or subsequently becomes publicly available without Receiving Party\u2019s breach of any obligation owed Disclosing Party;\n(ii) became known to Receiving Party prior to Disclosing Party\u2019s disclosure of such information to Receiving Party pursuant to the terms of this Agreement;\n(iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party;\n(iv) is independently developed by Receiving Party; or\n(v) constitutes Feedback (as defined in Section 5 of this Agreement).\n2. Obligations Regarding Confidential Information\n(a) Receiving Party shall:\n(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for ten (10) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, for any reason whatsoever, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;\n(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;\n(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party\u2019s business relationship with Disclosing Party, and only as otherwise provided hereunder; and\n(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law.\n(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either\n(i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or\n(ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b).\n(c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party\u2019s employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.\n(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e) Receiving Party shall, at Disclosing Party\u2019s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party\u2019s option, certify destruction of the same.\n3. Rights and Remedies\n(a) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(b) Receiving Party shall, at Disclosing Party\u2019s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party\u2019s option, certify destruction of the same.\n(c) The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n4. Miscellaneous\n(a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.\n(b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided \u201cAS IS\u201d without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party\u2019s use or inability to use such software and/or hardware.\n(c) The parties agree to comply with all applicable international and national laws that apply to\n(i) any Confidential Information, or\n(ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, as well as end-user, end-use and destination restrictions issued by South African and other governments.\n(d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party\u2019s right to independently develop or acquire products without use of the other party\u2019s Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term \u201cresiduals\u201d means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party\u2019s copyrights or patents.\n(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(f) If either the Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys\u2019 fees.\n(g) This Agreement shall be binding upon and inure to the benefit of each party\u2019s respective successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party.\n(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(i) If any Confidential Information is disclosed to any other party, both the Disclosing Party and the Receiving Party shall be deemed to be equally responsible for the consequences of such disclosure, including, but not restricted to, liability for patent or copyright infringement of any other party\u2019s code thus disclosed, and/or failure to obtain the necessary permission to use the code or proprietary information contained therein.\n(j) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.\n5. Suggestions and Feedback\nThe Receiving Party may from time to time provide suggestions, comments or other feedback (\u201cFeedback\u201d) to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the Disclosing Party, shall not, absent a separate written agreement, create any confidentiality obligation for the Receiving Party. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the Receiving Party shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nCOMPANY: Black and White Inc, 307 Aldara Lodge,\nAddress: 45 Mountainview Ave\nAldara Park, 2194 South Africa\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 19 - ], - [ - 20, - 40 - ], - [ - 41, - 56 - ], - [ - 56, - 65 - ], - [ - 66, - 86 - ], - [ - 86, - 339 - ], - [ - 339, - 351 - ], - [ - 352, - 525 - ], - [ - 526, - 583 - ], - [ - 584, - 908 - ], - [ - 909, - 1517 - ], - [ - 1518, - 1727 - ], - [ - 1728, - 1974 - ], - [ - 1974, - 2238 - ], - [ - 2239, - 2656 - ], - [ - 2657, - 2746 - ], - [ - 2747, - 2870 - ], - [ - 2871, - 3026 - ], - [ - 3027, - 3193 - ], - [ - 3194, - 3248 - ], - [ - 3249, - 3318 - ], - [ - 3319, - 3368 - ], - [ - 3369, - 3395 - ], - [ - 3396, - 3720 - ], - [ - 3721, - 3963 - ], - [ - 3964, - 4220 - ], - [ - 4221, - 4475 - ], - [ - 4476, - 4649 - ], - [ - 4650, - 4831 - ], - [ - 4832, - 5041 - ], - [ - 5041, - 5322 - ], - [ - 5322, - 5347 - ], - [ - 5348, - 5499 - ], - [ - 5499, - 5709 - ], - [ - 5710, - 6156 - ], - [ - 6157, - 6472 - ], - [ - 6473, - 6495 - ], - [ - 6496, - 6942 - ], - [ - 6943, - 7258 - ], - [ - 7259, - 7587 - ], - [ - 7588, - 7604 - ], - [ - 7605, - 7692 - ], - [ - 7692, - 7945 - ], - [ - 7945, - 8124 - ], - [ - 8125, - 8487 - ], - [ - 8487, - 8871 - ], - [ - 8872, - 8969 - ], - [ - 8970, - 9006 - ], - [ - 9007, - 9230 - ], - [ - 9231, - 9480 - ], - [ - 9480, - 9805 - ], - [ - 9805, - 10025 - ], - [ - 10025, - 10197 - ], - [ - 10197, - 10338 - ], - [ - 10339, - 10454 - ], - [ - 10454, - 10584 - ], - [ - 10584, - 10885 - ], - [ - 10885, - 11027 - ], - [ - 11028, - 11249 - ], - [ - 11250, - 11595 - ], - [ - 11596, - 11790 - ], - [ - 11791, - 12227 - ], - [ - 12228, - 12359 - ], - [ - 12359, - 12558 - ], - [ - 12559, - 12586 - ], - [ - 12587, - 12800 - ], - [ - 12800, - 12881 - ], - [ - 12881, - 13062 - ], - [ - 13062, - 13441 - ], - [ - 13442, - 13510 - ], - [ - 13511, - 13558 - ], - [ - 13559, - 13587 - ], - [ - 13588, - 13618 - ], - [ - 13619, - 13626 - ], - [ - 13627, - 13638 - ], - [ - 13639, - 13652 - ], - [ - 13653, - 13664 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 22, - 26 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 41, - 42, - 53 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 63 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 35, - 38 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 22, - 25, - 68 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-4": { - "choice": "Contradiction", - "spans": [ - 50 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.openaccess.co.za/BlackAndWhiteInc/Non-Disclosure%20Agreement.pdf" - }, - { - "id": 288, - "file_name": "Non-Disclosure-Agreement-FORS-Cert-Body.pdf", - "text": "FORS CERTIFICATION BODY NON DISCLOSURE AGREEMENT\nThis Agreement is made XX\u2026day of XX 20XX\nBETWEEN\nAECOM Limited, company number 01846493, whose registered office is 63-77 Victoria Street, St Albans, Hertfordshire, AL1 3ER.\nAND\n[Company name, number and address.]\nThe above parties being referred to in this Agreement as the \u201cParties\u201d or individually as the \u201cParty\u201d\nBACKGROUND\n(A) The Parties have each requested the other to make available confidential information concerning the other for the purposes of evaluating [Company name] becoming a Fleet Operator Recognition Scheme (FORS) certification body which would mean that it would be approved by FORS to undertake fee earning audits on members who would then be accredited and recognised as FORS operators (the \u201cPermitted Purpose\u201d).\n(B) For their mutual benefit, the Parties wish to exchange such confidential information\n1. CONFIDENTIAL INFORMATION\n\u201cConfidential Information\u201d means collectively and individually all or any information of whatsoever nature, disclosed in any form, whether oral, visual, written or in electronic form (including, without limitation, any documentation, reports, calculations, processes, methodologies, manuals and membership data) relating to [Company name] and FORS operators, audit processes and commercial data together with all records or copies or extracts thereof in whatever media held.\n2. RECEIVING PARTY\u2019S OBLIGATIONS\nIn consideration of the disclosing of Confidential Information to each other, each Party undertakes to the other Party:-\n2.1.1 to keep the Confidential Information secret and acknowledges the proprietary nature of the Confidential Information;\n2.1.2 to use it only for the Permitted Purpose;\n2.1.3 not to disclose it to anyone or to make copies of it unless this Agreement expressly permits such disclosure or the prior written consent of the other Party is given.\n2.2 The above duties of confidentiality shall not apply to information that the receiving Party can demonstrate by reasonable documentary proof:-\n2.2.1 to have been in the public domain at the time of receipt or to subsequently entered the public domain through no fault of the receiving Party;\n2.2.2 to have been lawfully known by the receiving Party prior to its receipt; or\n2.2.3 to have been disclosed to the receiving Party without restriction by a third party.\n3. PERMITTED DISCLOSURE\n3.1 The receiving Party may disclose Confidential Information:\n3.1.1 only to such employees of the receiving Party as are strictly necessary for the Permitted Purpose; and/or\n3.1.2 as required by any order of any court of competent jurisdiction or any competent judicial, governmental or regularly body.\n3.2 Prior to disclosure of any Confidential Information under Clause 3.1.2, the receiving Party shall (to the extent permitted by law) inform the disclosing Party of the complete circumstances and the details of the information to be disclosed.\n4. THIRD PARTIES\n4.1 The receiving Party shall notify anyone to whom it is authorised to disclose the Confidential Information that it is confidential and procure that they comply with this Agreement. On the request of the disclosing Party, the receiving Party shall procure that they enter into a confidentiality agreement on terms and conditions no less onerous than those contained in this Agreement.\n4.2 Neither Party may assign this Agreement without the prior written consent of the other Party.\n4.3 This Agreement shall not confer and shall not purport to confer on any third party any benefit or any right to enforce any term of this Agreement for the purposes of the Contracts (Rights of Third Parties) Act 1999 or otherwise.\n5. COPIES\n5.1 The receiving Party shall acquire no proprietary interest in or right to the Confidential Information supplied to it by the disclosing Party.\n5.1.1 The receiving Party may only make such copies of Confidential Information as are expressly authorised by the disclosing Party for the Permitted Purpose and for disclosures that are not in breach of this Agreement. The receiving Party will clearly label all copies of Confidential Information as confidential.\n5.2 If the disclosing Party so requests in writing, the receiving Party shall immediately:-\n5.2.1 return all Confidential Information including copies to the disclosing Party; and\n5.2.2 destroy or permanently erase all copies made by the receiving Party and procure that anyone to whom the receiving Party has supplied copies destroys or permanently erases such copies and any further copies made by them.\n6. GENERAL\n6.1 Each Party shall indemnify and hold harmless the other Party against all loss, damage and expense (including legal expenses) whatsoever and howsoever arising out of or in connection with any breach by the first Party or its employees of this Agreement.\n6.2 Each Party acknowledges and agrees that damages alone may not be an adequate remedy for a breach of this Agreement and that each Party shall be entitled to an order for injunctive relief in the event of any actual, threatened or anticipated breach of this Agreement by the other Party.\n6.3 Nothing in this Agreement or its operation shall constitute an obligation on either Party to enter into any proposed joint venture, consortium or partnership or pursue any commercial arrangement with the other Party.\n7. GOVERNING LAW\n7.1 No amendments, changes or modifications to this Agreement shall be valid except if the same are agreed in writing and signed by a duly authorised representative or each of the Parties hereto.\n7.2 This Agreement comprises the full and complete agreement of the Parties hereto with respect to the Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties relating to the Confidential Information whether oral, express or implied.\n7.3 This Agreement shall be governed by and construed in accordance with the Laws of England and Wales. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England to settle any dispute that arises out of or in connection with this Agreement.\nIN WITNESS whereof the Parties have entered into this Agreement on the date stated at the beginning.\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.......... Authorised signatory for and on behalf of AECOM Limited\n(Signed)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Position)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Signed)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Name)\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..........\n(Position)\nAuthorised signatory for and on behalf of\n", - "spans": [ - [ - 0, - 48 - ], - [ - 49, - 89 - ], - [ - 90, - 97 - ], - [ - 98, - 104 - ], - [ - 104, - 222 - ], - [ - 223, - 226 - ], - [ - 227, - 262 - ], - [ - 263, - 364 - ], - [ - 365, - 375 - ], - [ - 376, - 785 - ], - [ - 786, - 874 - ], - [ - 875, - 902 - ], - [ - 903, - 1377 - ], - [ - 1378, - 1410 - ], - [ - 1411, - 1531 - ], - [ - 1532, - 1654 - ], - [ - 1655, - 1702 - ], - [ - 1703, - 1875 - ], - [ - 1876, - 1880 - ], - [ - 1880, - 2021 - ], - [ - 2022, - 2170 - ], - [ - 2171, - 2252 - ], - [ - 2253, - 2342 - ], - [ - 2343, - 2366 - ], - [ - 2367, - 2371 - ], - [ - 2371, - 2429 - ], - [ - 2430, - 2541 - ], - [ - 2542, - 2670 - ], - [ - 2671, - 2915 - ], - [ - 2916, - 2932 - ], - [ - 2933, - 2937 - ], - [ - 2937, - 3117 - ], - [ - 3117, - 3319 - ], - [ - 3320, - 3417 - ], - [ - 3418, - 3422 - ], - [ - 3422, - 3650 - ], - [ - 3651, - 3660 - ], - [ - 3661, - 3665 - ], - [ - 3665, - 3806 - ], - [ - 3807, - 3813 - ], - [ - 3813, - 4027 - ], - [ - 4027, - 4121 - ], - [ - 4122, - 4126 - ], - [ - 4126, - 4213 - ], - [ - 4214, - 4301 - ], - [ - 4302, - 4527 - ], - [ - 4528, - 4538 - ], - [ - 4539, - 4795 - ], - [ - 4796, - 4805 - ], - [ - 4805, - 5085 - ], - [ - 5086, - 5090 - ], - [ - 5090, - 5306 - ], - [ - 5307, - 5323 - ], - [ - 5324, - 5328 - ], - [ - 5328, - 5519 - ], - [ - 5520, - 5524 - ], - [ - 5524, - 5825 - ], - [ - 5826, - 5830 - ], - [ - 5830, - 5930 - ], - [ - 5930, - 6103 - ], - [ - 6104, - 6204 - ], - [ - 6205, - 6232 - ], - [ - 6232, - 6287 - ], - [ - 6288, - 6296 - ], - [ - 6297, - 6323 - ], - [ - 6324, - 6330 - ], - [ - 6331, - 6357 - ], - [ - 6358, - 6368 - ], - [ - 6369, - 6395 - ], - [ - 6396, - 6404 - ], - [ - 6405, - 6431 - ], - [ - 6432, - 6438 - ], - [ - 6439, - 6465 - ], - [ - 6466, - 6476 - ], - [ - 6477, - 6518 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 43, - 44, - 45 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 25, - 26 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 40 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25, - 27, - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 25, - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.fors-online.org.uk/cms/wp-content/uploads/2018/07/Non-Disclosure-Agreement-FORS-Cert-Body.pdf" - }, - { - "id": 290, - "file_name": "Non-Disclosure-Agreement-v1.pdf", - "text": "Non Disclosure Agreement\nDefinition of Confidential Information.\nFor purposes of this Agreement, \"Confidential Information\" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word \"Confidential\" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.\nExclusions from Confidential Information.\nReceiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.\nObligations of Receiving Party.\nReceiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.\nTime Periods.\nThe nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.\nRelationships.\nNothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.\nSeverability.\n If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.\nIntegration.\nThis Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.\nWaiver.\nThe failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.\nThis Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party.\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 64 - ], - [ - 65, - 277 - ], - [ - 277, - 435 - ], - [ - 435, - 617 - ], - [ - 618, - 659 - ], - [ - 660, - 749 - ], - [ - 749, - 874 - ], - [ - 874, - 962 - ], - [ - 962, - 1101 - ], - [ - 1101, - 1184 - ], - [ - 1185, - 1216 - ], - [ - 1217, - 1370 - ], - [ - 1370, - 1635 - ], - [ - 1635, - 1918 - ], - [ - 1918, - 2157 - ], - [ - 2158, - 2171 - ], - [ - 2172, - 2570 - ], - [ - 2571, - 2585 - ], - [ - 2586, - 2737 - ], - [ - 2738, - 2751 - ], - [ - 2752, - 2753 - ], - [ - 2753, - 2928 - ], - [ - 2929, - 2941 - ], - [ - 2942, - 3129 - ], - [ - 3129, - 3206 - ], - [ - 3207, - 3214 - ], - [ - 3215, - 3328 - ], - [ - 3329, - 3452 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 3, - 4 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 8 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 9 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://technaut.co.uk/wp-content/uploads/2017/12/Non-Disclosure-Agreement-v1.pdf" - }, - { - "id": 291, - "file_name": "Non-Disclosure-Agreement.pdf", - "text": "Tompkins Cortland Community College Non-Disclosure Agreement\nThis is a Nondisclosure Agreement made as of _______________________ (\"Effective Date\") between Tompkins Cortland Community College, an educational corporation organized and existing under the New York State Education Law, herein after referred to as \"Tompkins Cortland Community College, a member of the State University of New York, with its principal place of business at 170 North Street, PO Box 139, Dryden NY 13053, and _______________ (\u201cCompany\u201d), a ______________ corporation with its principal place of business at _______________________________________________________ for the purpose of protecting and preserving the confidential and/or proprietary nature of information to be disclosed or made available by Tompkins Cortland Community College to the Company under this Agreement. For purposes of this Agreement Tompkins Cortland Community College and Company are sometimes collectively referred to as the \u201cParties\u201d and individually referred to as a \u201cParty\u201d. As used herein, \u201cRecipient\u201d shall mean the Party who has been given \u201cConfidential Information\u201d (as hereinafter defined) by and of the other Party. Discloser shall mean the Party who gives Confidential Information to the other Party.\n1. The Parties agree to use the Confidential Information received hereunder solely for the purpose of performing the service or services for which the Company and Tompkins Cortland Community College have made an agreement (\u201cPurpose\u201d), and only to the extent necessary for the stated Purpose. The Recipient agrees that it will not provide Confidential Information to any third parties or business partners without prior written agreement from Tompkins Cortland Community College.\n2. \u201cConfidential Information\u201d means any business and/or personally identifiable information relating to Tompkins Cortland Community College's students, employees or other parties contained in files or storage systems to which the Company will be provided access by Tompkins Cortland Community College.\n3. \u201cConfidential Information\u201d shall include, without limitation, printed or electronically recorded matter, personally identifiable information, customer and employee information, business information, and other information of a non-public nature. Confidential Information also includes information generated as a result of the activities of the parties hereunder, and information whether disclosed in writing or orally, that is marked \u201cconfidential\u201d or should be deemed by its nature to be confidential.\n4. All Confidential Information shall remain the property of Tompkins Cortland Community College. No rights or license therein is granted except a limited right to use the Confidential Information solely for the Purpose.\n5. The Company agrees that for Confidential Information it shall use the same degree of care and means it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent unauthorized use or disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees or contractors of the Recipient with a \u201cneed to know\u201d who are subject to written confidentiality agreements sufficient to carry out the intent of this Agreement.\n6. This Agreement shall be effective on the date of its full execution by the Parties. Upon request of Tompkins Cortland Community College, the Company shall promptly return all copies of the Confidential Information, in whatever form or media, to Tompkins Cortland Community College, or certify the destruction of all such Confidential Information.\n7. All notices shall be in writing and delivered by hand or sent by certified or registered mail, return receipt requested, or reputable overnight courier service to the above address of the other party, to the attention of the Recipient\u2019s Legal Department unless otherwise directed in writing by Recipient, and shall be deemed received on the earlier of actual receipt or five days after deposit in the mail.\n8. If any of this Agreement is held to be unenforceable, such unenforceable part shall be deemed modified or eliminated to the extent necessary to make the remaining parts enforceable. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing default.\n9. Company agrees that there may not be an adequate remedy at law for any breach of the obligations hereunder and upon any such breach or any threat thereof by Company, Tompkins Cortland Community College shall be entitled to seek appropriate equitable relief without necessity of posting bond, in addition to whatever other remedies it might be entitled\n10. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law provisions. Neither Party may assign its rights or delegate its duties or obligations under this Agreement without the other Party\u2019s prior written consent. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements or understandings, written or oral, between the Parties with respect thereto.\n11. All laws governing the \"Confidential Information\" of the College, including FERPA - Family Educational Rights and Privacy Act, HIPPA - Health Insurance Portability Act, Gramm-Leach-Bliley Act, New York State Information Security Breach and Notification Act, Sarbanes-Oxley Act and others that may apply will be strictly followed.\n12. Company shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 889-aa; State Technology Law Section 208). Company shall be liable for the costs associated with such breach if caused by Company's negligent or willful acts or omissions, or the negligent or willful acts or omissions of Company's agents, officers, employees or subcontractors.\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives.\nTompkins Cortland Community College, SUNY Company: _______________\nSignature: ____________________________ Signature: ____________________________\nName: _______________________________ Name: _______________________________\nTitle: _________________________________ Title: _______________________________\nDate:___________________________________ Date:__________________________________\n", - "spans": [ - [ - 0, - 51 - ], - [ - 51, - 60 - ], - [ - 61, - 106 - ], - [ - 106, - 130 - ], - [ - 130, - 585 - ], - [ - 585, - 641 - ], - [ - 641, - 854 - ], - [ - 854, - 1032 - ], - [ - 1032, - 1179 - ], - [ - 1179, - 1264 - ], - [ - 1265, - 1557 - ], - [ - 1557, - 1743 - ], - [ - 1744, - 2045 - ], - [ - 2046, - 2294 - ], - [ - 2294, - 2550 - ], - [ - 2551, - 2649 - ], - [ - 2649, - 2771 - ], - [ - 2772, - 3090 - ], - [ - 3090, - 3315 - ], - [ - 3316, - 3403 - ], - [ - 3403, - 3665 - ], - [ - 3666, - 4075 - ], - [ - 4076, - 4261 - ], - [ - 4261, - 4421 - ], - [ - 4422, - 4776 - ], - [ - 4777, - 4935 - ], - [ - 4935, - 5079 - ], - [ - 5079, - 5290 - ], - [ - 5291, - 5568 - ], - [ - 5568, - 5624 - ], - [ - 5625, - 5814 - ], - [ - 5814, - 6048 - ], - [ - 6049, - 6162 - ], - [ - 6163, - 6205 - ], - [ - 6205, - 6214 - ], - [ - 6214, - 6229 - ], - [ - 6230, - 6241 - ], - [ - 6241, - 6270 - ], - [ - 6270, - 6281 - ], - [ - 6281, - 6309 - ], - [ - 6310, - 6316 - ], - [ - 6316, - 6348 - ], - [ - 6348, - 6354 - ], - [ - 6354, - 6385 - ], - [ - 6386, - 6393 - ], - [ - 6393, - 6427 - ], - [ - 6427, - 6434 - ], - [ - 6434, - 6465 - ], - [ - 6466, - 6507 - ], - [ - 6507, - 6546 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 16 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.tompkinscortland.edu/sites/default/files/documents/Non-Disclosure-Agreement.pdf" - }, - { - "id": 292, - "file_name": "Non-Disclosure-NDA-UW-Oshkosh_FINALV2.pdf", - "text": "Non-Disclosure Agreement\nRecipient of Confidential Information Shall be:\nUW Oshkosh Company Both\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into on the date of the last signature set forth below (the \u201cEffective Date\u201d), between and the Board of Regents of the University of Wisconsin System on behalf of the University of Wisconsin Oshkosh, 800 Algoma Blvd, Oshkosh, WI 54901. Each of the foregoing are hereinafter referred to as \"Party\" and together as \"Parties.\"\nWHEREAS, the parties desire to discuss and/or exchange information regarding (insert description of proposed research, service, or material involved) (\u201cProject\u201d);\nWHEREAS, the parties wish to enter into discussions for the purpose [insert description of purpose, such as: of initiating a collaboration and developing research projects of mutual interest] (\u201cPurpose\u201d);\nWHEREAS, each party may have proprietary interests such as patentable subject matter not yet covered by a patent application, other intellectual property, or other interests which require that the information be maintained in confidence; and\nWHEREAS, in connection with the Project, each party may disclose to the other certain proprietary technical, procedural, or business information which the Disclosing Party desires the Receiving Party to treat as confidential as it relates to the Project;\nNOW THEREFORE the parties agree as follows:\n1. All information disclosed by one party to the other to evaluate the Project and/or Purpose that is designated in writing as \u201cConfidential\u201d at the time of disclosure or if disclosed orally is designated in writing as \u201cConfidential\u201d within fifteen (15) days of disclosure is \u201cConfidential Information.\u201d Confidential Information does not include information which:\n(a) was known by the Receiving Party prior to receipt from the Disclosing Party;\n(b) is generally available in the public domain or thereafter becomes available to the public through no act of the Receiving Party;\n(c) is independently discovered by an employee, agent, or representative of the Receiving Party who had no knowledge of the Confidential Information disclosed; or\n2. is made available to the Receiving Party as a matter of lawful right by a third party. The Receiving Party agrees to disclose Confidential Information only to their respective employees, agents, or representatives who have been determined to have a need to know and have been advised of their obligation to comply with the terms of this Agreement. To the extent allowed by the law applicable to the Receiving Party, including, but not limited to, for UW-Oshkosh, Wis. Stat. \u00a7\u00a7 893.82 & 895.46,\u201d the Receiving Party will be liable for any breach of this agreement by any of its employees, agents, affiliates or representatives that receive access to the Confidential Information.\n3. The Receiving Party shall take such steps as may be reasonably necessary to prevent disclosure of the Confidential Information to third parties, but shall apply at least the same level of security as is afforded to the Receiving Party\u2019s own confidential information.\n4. The Receiving Party will return or destroy Confidential Information provided by the Disclosing Party upon termination of the Agreement. The Receiving Party\u2019s designated representative may maintain one copy of all Confidential Information for the purpose of addressing any claim that may be brought under this Agreement and to comply with any other legal or recordkeeping requirements, and neither party will be obligated to destroy any Confidential Information that is stored electronically on back-up systems or computer hard drives after a file is deleted, but any such electronic information will continue to be subject to the terms of confidentiality under this Agreement.\n5. Confidential Information shall not be provided in any form by the Receiving Party to any third party without the prior permission of the Disclosing Party, unless otherwise required by law. In the event that the Receiving Party is required by law to produce Confidential Information, the Receiving Party may disclose such Confidential Information without liability hereunder; provided, however, before producing any Confidential Information the Receiving Party shall promptly notify the Disclosing Party of the enforcement of any such requirement in order to provide the Disclosing Party with a reasonable amount of time so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy. In the event that such a protective order or other remedy is not obtained, or the Disclosing Party waives their right to obtain such an order or remedy, the Receiving Party may furnish only such portions of Confidential Information as, pursuant to the advice of counsel, are required to be disclosed.\n6. Confidential Information will be used only to evaluate the Project and/or Purpose and will be provided in writing and marked \"Confidential.\"\n7. The Receiving Party expressly acknowledges that the Disclosing Party owns the Confidential Information they disclose, and that the transmission by the Disclosing Party of their Confidential Information (or any third party\u2019s Confidential Information entrusted to the Disclosing Party) shall not be construed to grant the Receiving Party any patent, know-how, copyright, trade secret, trademark, or other intellectual property rights in, or arising from, the Confidential Information disclosed. If any such rights are to be granted to the Receiving Party, such grant shall be expressly set forth in a separate written instrument.\n8. The Disclosing Party represents and agrees (i). it has the right to share its Confidential Information with the Receiving Party, (ii). the Receiving Party is authorized to use Confidential Information it receives from the Disclosing Party for the Purpose or Project, and (iii). to the extent allowed by the law applicable to the Disclosing Party, the Disclosing Party will be liable for any breach by the Disclosing Party of the representations in subparts and (ii).\n9. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, U.S.A. without regard to conflicts of law provisions. In the event any legal action becomes necessary to enforce, the Parties agree that such action will be brought in the U.S. District Court of Western District of Wisconsin, and the Parties hereby submit to the jurisdiction of said courts\n10. The parties agree to comply with all applicable laws and regulations including U.S. export control. The Disclosing Party agrees to notify the Receiving Party in writing prior to providing Receiving Party with access to any export regulated information and materials. Such notification shall include all associated classification numbers. The Receiving Party reserves the right to refuse receipt of any information or materials that are subject to export controls.\n11. The term of this Agreement shall begin on the date of the last signature on this Agreement and expire after one (1) year, unless terminated earlier by a party with thirty (30) days prior written notice. The obligations and restrictions of confidentiality of the Receiving Party under this Agreement shall continue for a period of three (3) years from the date of termination of this Agreement.\n12. This Agreement shall supersede and prevail over any other prior arrangements, either oral or written, as to the Confidential Information received under this Agreement.\nThis Agreement constitutes the entire agreement between the parties relative to this subject matter and shall not be amended, except in a writing signed by the parties.\nIN WITNESS WHEREOF, the authorized representatives of the parties have executed this Agreement by their respective duly authorized representatives as of the date listed below.\nUW Oshkosh, Office of Sponsored Programs Signatory Official\nName (Print):\nTitle:\nSignature:\nDate:\nCompany Representative\nName (Print):\nTitle:\nSignature:\nDate:\nPrincipal Investigator of the University\nName (Print):\nTitle:\nSignature:\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 72 - ], - [ - 73, - 96 - ], - [ - 97, - 388 - ], - [ - 388, - 475 - ], - [ - 476, - 638 - ], - [ - 639, - 843 - ], - [ - 844, - 1085 - ], - [ - 1086, - 1340 - ], - [ - 1341, - 1355 - ], - [ - 1355, - 1384 - ], - [ - 1385, - 1689 - ], - [ - 1689, - 1749 - ], - [ - 1750, - 1830 - ], - [ - 1831, - 1963 - ], - [ - 1964, - 2126 - ], - [ - 2127, - 2217 - ], - [ - 2217, - 2478 - ], - [ - 2478, - 2808 - ], - [ - 2809, - 3078 - ], - [ - 3079, - 3218 - ], - [ - 3218, - 3758 - ], - [ - 3759, - 3951 - ], - [ - 3951, - 4481 - ], - [ - 4481, - 4781 - ], - [ - 4782, - 4925 - ], - [ - 4926, - 5422 - ], - [ - 5422, - 5556 - ], - [ - 5557, - 5603 - ], - [ - 5603, - 5689 - ], - [ - 5689, - 5831 - ], - [ - 5831, - 6021 - ], - [ - 6021, - 6026 - ], - [ - 6027, - 6189 - ], - [ - 6189, - 6425 - ], - [ - 6426, - 6530 - ], - [ - 6530, - 6697 - ], - [ - 6697, - 6768 - ], - [ - 6768, - 6893 - ], - [ - 6894, - 7101 - ], - [ - 7101, - 7291 - ], - [ - 7292, - 7463 - ], - [ - 7464, - 7632 - ], - [ - 7633, - 7808 - ], - [ - 7809, - 7868 - ], - [ - 7869, - 7882 - ], - [ - 7883, - 7889 - ], - [ - 7890, - 7900 - ], - [ - 7901, - 7906 - ], - [ - 7907, - 7929 - ], - [ - 7930, - 7943 - ], - [ - 7944, - 7950 - ], - [ - 7951, - 7961 - ], - [ - 7962, - 7967 - ], - [ - 7968, - 8008 - ], - [ - 8009, - 8022 - ], - [ - 8023, - 8029 - ], - [ - 8030, - 8040 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 12, - 26 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 22, - 41 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 0, - 13, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://uwosh.edu/sponsoredprograms/wp-content/uploads/sites/29/2019/05/Non-Disclosure-NDA-UW-Oshkosh_FINALV2.pdf" - }, - { - "id": 294, - "file_name": "Non-Disclosure-SmartCMS.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made on Click here to enter a date. between\n1 INTEGRATED HEALTH INFORMATION SYSTEMS PTE LTD (ACRA No. 200814464H), a company incorporated in Singapore and having its office at 6 Serangoon North Ave 5 #01-01/02 Singapore 554910 (hereinafter referred to as \u201cIHIS\u201d); and\n2 [ENTER NAME HERE] (ACRA No. [Enter ARCA Number Here]), a company incorporated in [Enter Country Here] and having its office at [Enter Vendor's Address Here] (hereinafter referred to as \u201cthe Company\u201d).\nWHEREAS:\n1 IHiS and the Company may have exchanged and intend to exchange business, technical and financial information, including but not limited to, trade secrets and proprietary know-how, for the purpose of discussing and evaluating the possibility of establishing a business relationship.\n2 All information or data relating to the Purpose whether in writing, orally or by any other means is highly confidential, and any unauthorized disclosure thereof (whether directly or indirectly) to a third party and would have a detrimental effect to IHiS. In particular, the Company acknowledges that an unauthorized disclosure might also adversely affect patients and under certain circumstances, such disclosure by the Company could expose IHiS to criminal prosecution and judicial sanctions.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1 DEFINITIONS\n1.1 In this Agreement, the following expressions shall have the following meanings:\n(a) \u201cPurpose\u201d shall mean the intention to establish a business relationship between the parties in respect of SmartCMS Programme, and the conduct of business by the parties in respect of the same.\n(b) \u201cConfidential Information\u201d shall mean all information whether or not regarding the Purpose, that IHiS, or any of its subsidiaries or Affiliates, may from time to time provide to the Company, whether in oral, written, visual, electronic or other form including, but not limited to:\n(i) all Personal Data, including patient data and information;\n(ii) all commercial, marketing and business information, strategic and development plans, forecasts, intentions, any matter concerning IHiS, its affairs, business, operations, shareholders, directors, officers, business associates, clients or any other person or entity having dealings with IHiS;\n(iii) information relating to the financial condition of IHiS, its accounts, audited or otherwise, notes, memoranda, documents and/or records in any form whatsoever, whether electronic or otherwise;\n(iv) scientific, technical, or other information in any form whatsoever, whether electronic or otherwise, relating to methods, processes, formulae, compositions, systems, techniques, product information, inventions, know-how, trade secrets, ideas, blue prints, design rights, machines, computer programs, software, development codes and research projects;\n(v) business plans, co-developer/collaborator identities, data, business records of every nature, customer lists and client database, pricing data, project records, market reports, sources of supply, employee lists, business manuals, policies and procedures, information relating to technologies or theory and all other information which may be disclosed by IHiS to the Company or which the Company may be provided access by IHiS, whether stored electronically or otherwise; and\n(vi) all information or materials identified as Confidential Information or proprietary information which is not generally available to the public;\n(vii) all such information or data relating to any Affiliate of IHIS; and all copies, reproductions and extracts thereof, in any format or manner of storage, whether in whole or in part, together with any other property of IHiS made or acquired by the Company or coming into the Company\u2019s possession or control in any manner whatsoever.\nInformation communicated orally or by inspection or is not so marked shall be identified as Confidential Information at the time of initial disclosure.\n(c) \u201cConfidential Information\u201d does not include information:\n(i) which is or becomes public knowledge and public property in any way through no fault of the Company or its Representatives;\n(ii) which is hereafter made generally available by IHiS to a third party without a duty of confidentiality, including without limitation, by way of the publication of a patent specification;\n(iii) which the Company can show has been known or has been developed by or for the Company at any time independently of the information disclosed to it by IHiS;\n(iv) which is already in the possession of the Company without any obligation of confidentiality; or\n(v) which is obtained by the Company from a third party without any obligation of confidentiality.\nPROVIDED HOWEVER THAT the foregoing exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of the relevant individual features or one or more of the relevant items (but not the combination itself) falls within any one or more of such exceptions.\n(d) Notwithstanding any other provision to the contrary in this Agreement, any information relating or pertaining to the patients of IHIS\u2019 Affiliates shall be deemed to be Confidential Information of IHIS. The Company shall ensure that none of the patients of IHIS\u2019 Affiliates can be identified in any reports, submissions and publications of the Company, which shall be deemed to be Confidential information of IHIS within the meaning of this clause.\n(e) \u201cAffiliate\u201d means an organisation/institution that is related to IHiS (i) either by reason of IHiS directly or indirectly controlling the organisation/institution; (ii) by reason of both IHiS and organisation/institution being controlled by or under the common control of a third party; or (iii) by reason that IHiS is obliged to provide support services to that organisation/institution for any reason. In the context of corporate entities, a person \u201ccontrols\u201d the entity if it owns and controls (i) more than fifty (50) percent of whose shares or other securities entitled to vote for election of directors (or other managing authority) in the entity, or (ii) more than fifty (50) percent of the equity interest in the entity, or (iii) is otherwise able to direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise.\n(f) \u201cPersonal Data\u201d has the same meaning assigned to this phrase as in Section 2(1) of the Personal Data Protection Act 2012 (No. 26 of 2012) of the Statutes of the Republic of Singapore.\n(g) \u201cRepresentatives\" means the Company\u2019s directors, officers, employees, contractors, agents, consultants and professional advisers and those of the Company\u2019s related companies. The related companies shall have the meaning in accordance with Singapore\u2019s Companies Act.\n2 DURATION\n2.1 This Agreement shall continue to be in force for five (5) years period from the date of this Agreement, or until the completion of the Purpose, whichever is later, unless terminated prematurely in accordance with the terms of this Agreement.\n2.2 This Agreement may be terminated:\n(a) by mutual consent; or\n(b) by either party giving to the other not less than thirty (30) days\u2019 prior written notice.\n2.3 All of IHiS\u2019 rights hereunder and all of the Company\u2019s obligations and undertakings hereunder shall survive termination or expiration of this Agreement.\n3 HANDLING OF CONFIDENTIAL INFORMATION\n3.1 In consideration of the foregoing and the exchange and disclosure of Confidential Information by IHiS, the Company undertakes in relation to IHiS\u2019 Confidential Information:\n(a) to maintain the same in confidence and to use it only for the Purpose and for no other purpose;\n(b) not to make any commercial use thereof;\n(c) not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS;\n(d) not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(c);\n(e) not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS;\n(f) not to disclose the same whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that:\n(i) such Representatives are obliged by their contracts of employment or service not to disclose the same or to use the same otherwise than for the Purpose; and\n(ii) the Company shall enforce such obligations at its expense and at the request of IHiS in so far as breach thereof relates to IHiS' Confidential Information;\n(g) to be responsible for the performance of sub-clauses (a) to (f) above on the part of its Representatives to whom the same is disclosed pursuant to sub-clause (f) above; and\n(h) to apply to the Confidential Information disclosed no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as providing adequate protection of such information from unauthorised disclosure, copying or use.\n3.2 The Company shall cause its Representatives involved in the Purpose to observe or be similarly bound by the terms of Agreement. The Company as the principal party shall be responsible and held liable for any breach of this Agreement by any of its Representatives.\n3.3 If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information and not being in the public domain unless and until IHiS agrees in writing that the information is in the public domain.\n3.4 The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use.\n3.5 Notwithstanding the foregoing, the Company shall be entitled to make any disclosure the Confidential Information as required by law, but shall give IHiS not less than two (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure if legally possible.\n4 PROTECTION OF PERSONAL DATA\n4.1 The Company shall, in relation to Personal Data:-\n(a) ensure that it has, in relation to all Personal Data obtained and/or collected by it, fully complied with all requirements of the Personal Data Protection Act (No. 26 of 2012);\n(b) process Personal Data only in accordance with the written instructions given by IHiS and to such extent necessary and appropriate for the completion of the Purpose;\n(c) promptly deal with any enquiry from IHiS relating to the Company\u2019s processing of Personal Data;\n(d) not transfer or allow the Personal Data to be transferred, outside of Singapore, unless expressly instructed or authorised by IHiS; and\n(e) provide all necessary co-operation and assistance (whether to IHiS or otherwise) to allow access and/or correction of Personal Data in accordance with the Personal Data Protection Act 2012.\n4.2 Without prejudice to Clause 4.1 above, the Company shall take all reasonable measures to ensure:\n(a) that any Personal Data belonging to IHiS or its Affiliates which is held by the Company is protected against loss, unauthorised access, use, modification, disclosure or other misuse, and that only authorised personnel have access to that Personal Data;\n(b) that, to the extent that the Personal Data is no longer required by the Company for legal or business purposes, that Personal Data is destroyed or re-delivered to IHiS in accordance with Clause 5 below;\n(c) that IHiS is immediately alerted in writing (with full particulars) of any unauthorised access, disclosure or other breach of this Clause 4 and the Company undertakes, as soon as reasonably practicable, all steps to prevent further unauthorised access, disclosure or other breach of this clause (including providing IHiS with such reports or information concerning such steps as and when requested by IHiS); and\n(d) it keeps itself appraised of any and all notices and circulars which IHiS may from time to time notify to the Company, including without limitation any policies, guidelines, circulars or notices relating to personal data (\u201cPDPA Documentation\u201d), and to perform its duties or discharge its liabilities in connection with the Purpose in a manner which is consistent with the PDPA Documentation, and will not cause IHiS to be in breach of the same. For the purposes of this clause, the Company hereby expressly acknowledges and agrees that it has read the PDPA Documentation and is aware of and will compensate IHiS for any and all potential loss and damage caused to IHiS and/or its Affiliates arising from or in connection with any breach of this clause.\n4.3 Notwithstanding and further to anything stated elsewhere in the Agreement, IHiS reserves the right and the Company agrees that IHiS may conduct (or appoint a qualified, independent third party to conduct) an audit and/or assessment of the standard of compliance or non-compliance by the Company with the obligations under this Clause 4.\n5 RETURN OF CONFIDENTIAL INFORMATION\n5.1 The Company shall within seven days of:\n(f) completion of the Purpose; or\n(g) receipt of a written request from IHiS; or\n(h) expiry or termination of the Agreement,\nreturn to IHiS all documents and materials (and all copies thereof) containing the IHiS\u2019 Confidential Information or destroy the same, and certify in writing to IHiS that it has complied with the requirements of this sub-clause. Notwithstanding the completion of the Purpose or return of the documents and materials as aforesaid, the Company shall continue to be bound by the undertakings set out in Clauses 3 and 4 above.\n6 DISCLAIMER AND WARRANTY\n6.1 IHiS reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited here are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, patent application, invention, discovery, copyright or other intellectual property right now or in the future held, made, obtained or licensable by IHiS.\n6.2 All Confidential Information shall be disclosed on an \u201cAS IS\u201d basis. IHiS accepts no responsibility for and does not make any representation (express or implied) with respect to the accuracy or completeness of the Confidential Information provided. IHiS shall not be liable to the Company for any expenses, losses or damages incurred by, or action taken against, the reciving party in reliance on information disclosed hereunder.\n6.3 Nothing herein requires the disclosure of any Confidential Information of IHiS or requires IHiS to enter into any agreement or relationship or to proceed with or complete any transaction.\n6.4 No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay by IHiS in exercising or enforcing any right, power or privilege under this Agreement shall be deemed a waiver of any such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise.\n7 DAMAGES NOT AN ADEQUATE REMEDY\n7.1 The Company acknowledges that the Confidential Information has been developed or obtained by IHiS through the investment of significant time, effort and expense, and that such Confidential Information provides IHiS with a significant competitive advantage over its competitors. The Company understands and agrees that any breach of this Agreement, as well as any unauthorised processing, collection, access, use or disclosure of Personal Data by the Company, will result in immediate and irreparable harm to IHiS and its Affiliates and that monetary damages may not be an adequate remedy in the event of such a breach or threatened breach of this Agreement. Accordingly, the Company agrees that IHiS shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of a breach or threatened breach of this Agreement in addition to all other remedies available to IHiS seeking remedy at law or in equity.\n8 NO GRANT OF INTELLECTUAL PROPERTY RIGHTS\n8.1 IHiS reserves all rights in the Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by IHiS.\n9 CONFIDENTIALITY OF THIS AGREEMENT\n9.1 The Company agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of IHiS or of any other Affiliate of IHiS in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of IHiS, such consent not to be unreasonably withheld.\n10 INDEMNITY\n10.1 The Company shall render all assistance to IHiS in any action or proceeding and shall indemnify and hold IHiS harmless against all costs, expenses, losses, fees, penalties, charges, damages, claims, actions, proceedings, investigations, complaints, orders, directions and judgements (including legal costs on a full indemnity basis) of whatsoever nature and howsoever incurred and suffered arising out of or in connection with the Company\u2019s breach of this Agreement.\n11 NOTICES\n11.1 Except as otherwise provided in this Agreement, notices which are required to be given under or permitted by this Agreement shall be in writing (unless expressly stated otherwise).\n11.2 Every request, notice or communication so sent shall be deemed to have been properly served and validly made if sent by facsimile, email, post or hand.\n11.3 Service by facsimile shall be deemed valid and effected on the next working day after transmission, but only if a transmission report is generated by the sender\u2019s fax machine recording a message from the recipient\u2019s fax machine, confirming that the fax was sent to the number indicated and confirming that all pages were successfully transmitted.\n11.4 Service by email shall be deemed valid and effected upon proof of sending to the email address of the intended recipient regardless whether the same was in fact received.\n11.5 Service by post shall be deemed valid and effected if sent by certified mail and properly addressed to the address of the party concerned as specified in this Agreement or to such other address as the party may later specify.\n11.6 Service by post shall be deemed valid and effected two (2) days after posting if posted to an address within Singapore and eight (8) days after posting, if posted to an address outside Singapore, notwithstanding the fact that the letter may be returned by the post office undelivered.\n11.7 Service by hand shall be deemed valid and effected upon acknowledgment of receipt or left at the address of the party concerned if no acknowledgement can be obtained for whatever reason.\n12 NON-ASSIGNMENT\n12.1 The Company shall not transfer or assign all or any of its rights, obligations or benefits hereunder in whole or in part to any third party, without the prior written consent of IHiS, which consent shall not be unreasonably withheld.\n13 SEVERABILITY\n13.1 In the event that any term, condition or provision contained in this Agreement or the application of any such term, condition or provision shall be held by a court of competent jurisdiction to be wholly or partly illegal, invalid, unenforceable or a violation of any applicable law, statute or regulation of any jurisdiction, the same shall be deemed to be deleted from this Agreement and shall be of no force and effect; whereas the remaining terms and provisions of this Agreement shall remain in full force and effect as if such term, condition and provision had not originally been contained in this Agreement.\n14 WAIVER\n14.1 No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by IHiS. No waiver of any breach of any covenant, condition, stipulation, obligation or provision contained or implied in this Agreement shall operate or be interpreted as a waiver of another breach of the same or of any covenant, condition, stipulation, obligation or provision in this Agreement.\n14.2 Any time or other indulgence granted by IHiS under this Agreement shall be without prejudice to and shall not be taken as a waiver of any of IHiS\u2019 rights under this Agreement nor shall it prejudice or in any way limit or affect any statutory rights or powers from time to time vested in or exercisable by IHiS.\n15 DISPUTE RESOLUTION\n15.1 In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement or the existence, validity, termination, application or interpretation of this Agreement or any of its provisions, both parties shall use their best endeavours to settle the dispute informally by agreement between the parties. Both parties shall always\nact in good faith and co-operate with each other to resolve any disputes.\n15.2 For the avoidance of doubt, it is agreed that nothing herein shall prevent a party from seeking urgent equitable relief before any appropriate court and the commencement of any dispute resolution proceedings shall in no way affect the continual performance of the parties\u2019 obligations under this Agreement.\n16 ENTIRE AGREEMENT\n16.1 This Agreement supersedes all prior agreements arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by the respective parties or a duly authorised representative of each of the parties.\n17 NO THIRD PARTY BENEFICIARIES\n17.1 Save for IHiS\u2019 Affiliates, nothing contained in this Agreement is intended to confer upon any person (other than the Parties hereto) any rights, benefits or remedies of any kind or character whatsoever or any right to enforce the terms of this Agreement under the Contracts (Rights of Third Parties) Act (Cap. 53B), and no person shall be deemed to be a third party beneficiary under or by reason of this Agreement.\n18 GOVERNING LAW\n18.1 This Agreement shall be deemed to be made in Singapore, subject to, governed by and construed in all respects in accordance with the laws of the Republic of Singapore for every intent and purpose.\n18.2 The parties hereby agree to submit irrevocably to the exclusive jurisdiction of the Courts of the Republic of Singapore to settle any and all disputes in connection with this Agreement.\n19 MISCELLANEOUS\n19.1 Words incorporating the masculine gender only shall include the feminine and/or neuter genders and vice versa and words incorporating the singular meaning shall include the plural meaning and vice versa and words denoting natural persons shall include bodies corporate, incorporate, associated partnerships, firms, trusts, associations, joint ventures, governments, governmental agencies or departments or any other entity, and all such words shall be construed interchangeably in that manner.\n19.2 References in this Agreement to anything which any party is required to do or not to do shall include its acts, defaults and omissions, whether direct or indirect, on its own account, or for or through any other person and those which it permits or suffers to be done or not done by any other person.\nIN WITNESS WHEREOF the duly authorised representatives of the parties hereto have executed this Agreement as of the day and year first abovewritten.\nSigned for and on behalf of Signed for and on behalf of the IHiS the Company\nBy: Ms. Phyllis Yap By: [Enter Name Here]\nDirector, Primary Care Capabilities [Enter Designation Here]\nIn the presence of: In the presence of:\nName: Mr. Yap Chee Guan Name: [Enter Name Here]\nDesignation: Deputy Director, Primary Care Designation: [Enter Designation Here]\nCapabilities\n", - 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The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.\n________________________ _________________\nSignature Date\n_____________________________________________\n", - "spans": [ - [ - 0, - 19 - ], - [ - 20, - 40 - ], - [ - 41, - 65 - ], - [ - 66, - 119 - ], - [ - 120, - 199 - ], - [ - 200, - 319 - ], - [ - 320, - 433 - ], - [ - 434, - 650 - ], - [ - 651, - 852 - ], - [ - 852, - 880 - ], - [ - 880, - 912 - ], - [ - 912, - 1135 - ], - [ - 1135, - 1175 - ], - [ - 1175, - 1376 - ], - [ - 1377, - 1402 - ], - [ - 1402, - 1419 - ], - [ - 1420, - 1434 - ], - [ - 1435, - 1480 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://careers.state.gov/wp-content/uploads/2016/02/Non-Disclosure-form.pdf" - }, - { - "id": 297, - "file_name": "Non-disclosure%20Agreement_1.pdf", - "text": "NON-DISCLOSURE AGREEMENT\n[NTD: Insert date]\n[NTD: Insert name and contact information of Potential Bidder]\nAttention: [NTD: Insert name]\nDear Sirs & Mesdames:\nPursuant to a Receivership Order granted on October 12, 2017 by the Alberta Court of Queen\u2019s Bench (the \u201cCourt\u201d), FTI Consulting Canada Inc. (the \u201cReceiver\u201d) was appointed as receiver over a portion of the business and operations (the \u201cBusiness\u201d), and certain assets, undertakings, and properties (the \u201cProperty\u201d) of, Blaze Energy Ltd. and Wild Rose Energy Ltd. (together, with the Receiver, the \u201cCompany\u201d, \u201cus\u201d, or \u201cwe\u201d).\nOn November 17, 2017 the Court approved a Sale and Investment Solicitation Process (the \u201cSISP\u201d) respecting the Business and Property. The purpose of the SISP is to seek proposals to purchase some or all of the Business and Property. Capitalized terms used in this non-disclosure agreement (\u201cNDA\u201d) and not otherwise defined herein have the meanings given to them in the SISP.\nThe SISP describes the following: (a) the manner in which prospective bidders may participate in the SISP and have access to due diligence materials and Confidential Information (as defined below) concerning the Company, the Business, and the Property; (b) the manner in which bidders may become Qualified Bidders and submit Qualified Bids; (c) the process for the evaluation of the bids received; (d) the process for the ultimate selection of a Successful Bidder; and (e) the process for obtaining such approvals (including the approval of the Court) as may be necessary or appropriate in respect of a Successful Bid.\nIn executing this NDA, you (the \u201cPotential Bidder\u201d or \u201cyou\u201d) acknowledge receipt of a copy of the SISP, attached as Schedule \u201cA\u201d hereto, and hereby agree to accept and be bound by the provisions contained therein as the same may be amended, from time to time, with the approval of the Court.\nYou confirm your interest in participating in the SISP initially as a Potential Bidder and with a view to becoming a Qualified Phase I Bidder, a Qualified Phase II Bidder, and a Successful Bidder in order to close a transaction contemplated by such Successful Bid (the \u201cTransaction\u201d). In that regard, you have requested that Confidential Information (as defined herein) be furnished to you. As a condition to us furnishing Confidential Information to you, and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you agree on behalf of yourself, your affiliates, and Representatives (as defined herein and to the extent such affiliates and Representatives are in receipt of all or any part of the Confidential Information) as follows:\n1. Confidential Information \u2013 The term \u201cConfidential Information\u201d means: (a) any and all information of whatever nature (including information in the form not only of written information but also information which may be transmitted orally, visually, graphically, electronically, or by any other means) relating to the Company, the Business, the Property, or the Transaction including, without limitation, information concerning any past, present, or future customers, suppliers or our technology, and any correspondence, internal business discussions, strategic plans, budgets, financial statements, records, reports, evaluations, notes, analyses, documents, engineering, trade secrets, know-how, data, patents, copyrights, processes, business rules, tools, business processes, techniques, programs, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, equipment configurations, system access codes and passwords, written materials, compositions, drawings, diagrams, computer programs, studies, works in progress, visual demonstrations, ideas, concepts, or any other documents or information pertaining in any way whatsoever to the Company; (b) all information about an identifiable individual or other information that is subject to any federal, provincial, or other applicable statute, law, or regulation of any governmental or regulatory authority in Canada relating to the collection, use, storage, and/or disclosure of information about an identifiable individual, including the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial legislation, whether or not any such information is confidential (\u201cPersonal Information\u201d); and (c) all summaries, notes, analyses, compilations, data, studies, or other documents or records prepared by the Potential Bidder or its Representatives that contain or otherwise reflect or have been generated, wholly or partly, or derived from, any such information (\u201cDerivative Information\u201d). The term \u201cConfidential Information\u201d shall not include such portions of the Confidential Information which: (i) are, or prior to the time of disclosure or utilization become, generally available to the public other than as a result of a disclosure by you or your Representatives; (ii) are received by you from an independent third party who had obtained the Confidential Information lawfully and was under no obligation of secrecy or confidentiality; (iii) you can demonstrate were in your lawful possession before you received such Confidential Information from us; or (iv) you can demonstrate were independently developed by you or on your behalf by personnel having no access to the Confidential Information at the time of its independent development. In addition, you agree that the Company may, in its sole discretion, withhold or provide information requested by you.\n2. Non-Disclosure and Restricted Use \u2013 The Confidential Information will be kept confidential by the Potential Bidder and will not, without the prior written consent of the Company or as permitted by this NDA, be disclosed by the Potential Bidder or any of its Representatives in any manner whatsoever, in whole or in part, and will not be used by the Potential Bidder or any of its Representatives, directly or indirectly, for any purpose other than evaluating, negotiating, and consummating a Transaction (the \u201cPermitted Purpose\u201d). You will not use the Confidential Information so as to obtain any commercial advantage over us or in any way which is, directly or indirectly, detrimental to us. Neither you nor any of your affiliates will alter, decompose, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder that relates to the research and development, intellectual property, processes, new product developments, product designs, formulae, technical information, patent information, know-how, or trade secrets of the Company. The Potential Bidder agrees to comply with any applicable privacy laws in respect of Confidential Information relating to individuals. The Potential Bidder recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that could result to the Company if any information contained therein is disclosed to any person.\n3. Storage and Records \u2013 You shall store the Confidential Information properly and securely and ensure that appropriate physical, technological, and organisational measures are in place to protect the Confidential Information against unauthorised or unintended access, use, or disclosure. You will only reproduce or take such copies of any of the Confidential Information as is reasonably necessary for the Permitted Purpose. You shall keep a record of the Confidential Information furnished to you, in any medium other than oral, and of the location of such Confidential Information.\n4. Access Limited to Representatives \u2013 The Potential Bidder may reveal or permit access to the Confidential Information only to its agents, representatives (including lawyers, accountants, and financial advisors), directors, officers, and employees (each a \u201cRepresentative\u201d) who require access to the Confidential Information for the Permitted Purpose, who are informed by the Potential Bidder of the confidential nature of the Confidential Information, who are directed by the Potential Bidder to hold the Confidential Information in the strictest confidence, and who agree to act in accordance with the terms and conditions of this NDA. The Potential Bidder will take all necessary precautions or measures as may be reasonable in the circumstances to prevent improper access to the Confidential Information or use or disclosure of the Confidential Information by the Potential Bidder\u2019s Representatives and will be responsible and liable for any breach of this NDA by any of the Potential Bidder\u2019s Representatives. You will, in the event of a breach of this NDA or any disclosure of Confidential Information by you or any of your Representatives, other than as permitted by this NDA through accident, inadvertence, or otherwise, notify us of the nature of the breach promptly upon your discovery of the breach or disclosure.\nYou acknowledge that certain of our books, records, or information representing or containing Confidential Information to which you may be given access are books, records, and information to which solicitor-client privilege and/or litigation privilege (\u201cPrivilege\u201d) attaches. You recognize and acknowledge that we have a material interest in the preservation of Privilege in respect of all Privileged material (collectively, the \u201cPrivileged Material\u201d). You agree (acting on your own behalf and as agent for your Representatives) that: (a) such access is being provided solely for the Permitted Purpose; (b) such access is not intended and should not be interpreted as a waiver of any Privilege in respect of Privileged Material or any right to assert or claim Privilege in respect of Privileged Material. To the extent there is any waiver, it is intended to be a limited waiver in your favour, solely for the Permitted Purpose; (c) you shall keep the Privileged Material in strict confidence, and disclose such material solely to your legal counsel and to your directors, officers, and employees and any affiliate and only to the extent required for the Permitted Purpose; (d) at our request, all copies of Privileged Material, and any notes that would disclose the contents of Privileged Material, will be destroyed or returned to the owner thereof; and (e) at our request, you shall claim or assert, or co-operate to claim or assert, Privilege in respect of our Privileged Material.\n5. No Disclosure of Transaction \u2013 The Potential Bidder and its Representatives will not, without our prior written consent, disclose to any person the fact that the Confidential Information has been made available, that this NDA has been entered into, that discussions or negotiations are taking place or have taken place concerning a possible Transaction, or any of the terms, conditions, or other facts with respect to any such possible Transaction or the SISP.\n6. Contact Persons \u2013 In respect of Confidential Information requests or any other matters concerning the Confidential Information or the Transaction, you agree to communicate only with Deryck Helkaa and/or Dustin Olver, or with such other individual or individuals as they may authorize in writing. Without our prior written consent, neither you nor any of your Representatives will initiate or cause to be initiated or maintain any communication with any officer, director, agent, or employee of ours, or any affiliate, creditor, shareholder, customer, supplier, or lender of ours concerning our business, operations, prospects, or finances, or the Confidential Information or the Transaction.\n7. Proprietary Rights \u2013 You acknowledge that the Confidential Information is a proprietary asset of the Company and its affiliates and agree that, as between you and the Company, the Company will retain proprietary rights in the Confidential Information and the disclosure of such Confidential Information shall not be deemed to confer upon you any rights whatsoever in respect of any Confidential Information.\n8. Return of Confidential Information \u2013 If you determine not to pursue a Transaction, you will advise us of that fact forthwith upon such determination being made. At the time of such notice, or if, at any earlier time, we so direct (whether or not you determine to pursue a Transaction), you and your Representatives will, at your own expense, promptly return or destroy all copies of the Confidential Information upon our request (and, in any event, within five (5) business days after such request), except for that portion of the Confidential Information which consists of Derivative Information, which will be destroyed, and in the case of information stored in electronic form, it will be permanently erased. If requested by us, compliance with this Section 8 shall be certified in writing by an authorized officer of the Potential Bidder.\nNotwithstanding the foregoing: (a) you may retain a copy of the Confidential Information to the extent that such retention is required to demonstrate compliance with applicable law, regulation, or professional standards, provided that it is kept strictly confidential; and (b) Confidential Information that is electronically stored may be retained in back-up servers if it is not intentionally made available to any person, and is deleted in accordance with your normal policies with respect to the retention of electronic records. Notwithstanding the return or destruction of the Confidential Information, you and your Representatives shall continue to be bound by the confidentiality and other obligations hereunder.\n9. No Representation \u2013 You acknowledge that neither we nor any of our Representatives make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and agree that neither we nor our Representatives shall have any liability, direct or indirect, to you or your Representatives relating to or resulting from the Confidential Information or the use thereof, errors therein, or omissions therefrom and except in accordance with any specific representations and warranties made in any Definitive Agreement entered into regarding the Transaction. This NDA does not create any obligation between the Company and the Potential Bidder nor any of their respective Representatives to negotiate and enter into a Transaction.\n10. Definitive Agreement \u2013 You acknowledge and agree that no agreement relating to or providing for the Transaction shall exist unless and until a Definitive Agreement with respect to Transaction has been executed by you and us (or any of our affiliates). It is agreed that unless and until such a Definitive Agreement has been executed and delivered pursuant to the terms of the SISP, neither we nor you shall have any legal obligation of any kind whatsoever with respect to the completion of the Transaction by virtue of this NDA except as otherwise contemplated by the SISP. We and you further understand and agree that: (a) we are under no obligation to provide Confidential Information and any data room containing Confidential Information may be closed by us at any time; and (b) you shall not have any claim whatsoever against us (nor any of our affiliates or Representatives) arising out of or relating to the completion of the Transaction (other than as expressly set forth in a subsequent Definitive Agreement entered into by us and you in connection with the Transaction and pursuant to the terms of the SISP). The process leading up to a Transaction shall be governed by the applicable terms of the SISP. Subject to the SISP, either party to this NDA may terminate discussions and negotiations with regard to the Transaction at any time for any reason.\n11. Required Disclosure \u2013 In the event that you or any of your Representatives become legally compelled or are required by regulatory authorities having appropriate jurisdiction to disclose any of the Confidential Information, you will promptly provide us with written notice so that we may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this NDA. You will cooperate with us on a reasonable basis to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained or we waive compliance with the provisions of this NDA, you will furnish only that portion of the Confidential Information which you are advised by legal counsel is legally required to be disclosed and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information so furnished.\n12. Non-Solicitation; No-Hire \u2013 Without prior written consent of the Company, for a period of two (2) years from the date of this NDA (the \u201cRestriction Period\u201d), the Potential Bidder, its Representatives, and its affiliates will not, either directly or indirectly, solicit for employment, employ, or otherwise contract for the services of (or cause or seek to cause to leave the employ of us or any of our affiliates) any person who is now employed or engaged (either as an employee or consultant) or becomes employed or engaged during the term of this NDA by us in our operations, other than persons whose employment or engagement shall have been terminated at least six (6) months prior to the date of such solicitation, employment, or other contractual arrangements. The prohibition contained in this paragraph does not extend to general solicitations of employment by you not specifically directed towards our employees or consultants.\n13. Standstill \u2013 The Potential Bidder agrees that during the Restriction Period, neither you nor any of your affiliates (including any person or entity directly or indirectly through one or more intermediaries controlling you or controlled by or under common control with you) will, without the prior written authorization of the Company, directly, indirectly, or jointly or in concert with any other person: (a) purchase, offer, or agree to purchase any securities (including equity and debt securities), direct or indirect rights, or options to acquire securities, bank indebtedness, trade claims, or other liabilities of the Company or assets of ours or any of our affiliates; (b) enter into, offer, or agree to enter into or engage in any discussions or negotiations with respect to any acquisition or other business combination transaction relating to us or any of our affiliates, or any acquisition transaction relating to all or part of the assets of the Company, any of our affiliates or any of their respective businesses, or propose any of the foregoing; (c) solicit proxies from our shareholders or otherwise attempt to influence the conduct of our shareholders or the voting of any of our or any of our affiliates\u2019 voting securities; (d) form, join, or in any way participate in any group acting jointly or in concert with respect to the foregoing; (e) seek any modification to or waiver of your agreements and obligations under this NDA; (f) seek, propose, or otherwise act alone or in concert with others, to influence or control the management, board of directors, or policies of the Company or any of our affiliates; (g) advise, assist, or encourage, act as a financing source for, or otherwise invest in any other person in connection with any of the foregoing activities; or (h) disclose any intention, plan, or arrangement, or take any action inconsistent with the foregoing.\n14. Amendment of Agreement \u2013 This NDA may not be amended, modified, or waived except by an instrument in writing signed on behalf of each of the parties hereto.\n15. Successors and Assigns; Assignability \u2013 This NDA shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto. This NDA may not be assigned by the Potential Bidder without the prior written consent of the Company. Any assignment or attempted assignment in contravention of this subsection shall be void ab initio and shall not relieve the assigning party of any obligation under this NDA.\n16. Certain Definitions \u2013 In this NDA, the term \u201caffiliate\u201d shall mean a person directly or indirectly controlling, or controlled by, or under common control with, us or you, as the case may be, with \u201ccontrol\u201d meaning direct or indirect ownership of more than 50% of the voting securities or similar rights or interests of such person. The term \u201cperson\u201d shall be interpreted broadly to include, without limitation, any individual, corporation, company, partnership, limited partnership, limited liability company, joint venture, estate, association, trust, firm, unincorporated organization, or other entity of any kind or nature.\n17. Governing Law \u2013 This NDA shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable in the Province of Alberta. You hereby irrevocably: (a) submit to the exclusive jurisdiction of the Court of Queen\u2019s Bench of Alberta, Judicial District of Calgary in respect of any actions or proceedings (\u201cProceedings\u201d) relating in any way to this NDA and the transactions contemplated hereby (and you agree not to commence any Proceeding relating thereto except in such courts); and (b) waive any objection to the venue of any Proceeding relating to this NDA or the transactions contemplated hereby in the courts of competent jurisdiction in the Province of Alberta, including the objection that any such Proceeding has been brought in an inconvenient forum.\n18. Non-Waiver \u2013 No failure or delay by the Company in exercising any right, power, or privilege under this NDA will operate as a waiver thereof, nor will any single or partial exercise preclude any other or further exercise of any right, power, or privilege under this NDA.\n19. Notice \u2013 Any notice, consent, or approval required or permitted to be given in connection with this NDA (\u201cNotice\u201d) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service, or other personal method of delivery):\n(a) to the Receiver:\nFTI Consulting Canada Inc.\n720, 440 2 Avenue S.W.\nCalgary, Alberta T2P 5E9\nAttention: Dustin Olver\nTelephone: (403) 454-6032\nFax: (403) 232-6116\nEmail: dustin.olver@fticonsulting.com\n(b) to the Potential Bidder:\n[NTD: Insert contact information]\nAny Notice delivered or transmitted as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a business day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a business day then the Notice shall be deemed to have been given and received on the next business day. Both you and we may, from time to time, change our respective addresses by giving Notice to the other in accordance with the provisions of this section.\n20. Indemnity \u2013 The Potential Bidder shall indemnify and hold harmless us and our Representatives from any damages, loss, cost, or liability (including reasonable legal fees and the cost of enforcing this indemnity) arising out of or resulting from any breach of this NDA by the Potential Bidder or any of its Representatives.\n21. Injunctive Relief \u2013 You acknowledge that disclosure of the Confidential Information or other breach of this NDA would cause serious and irreparable damage and harm to us and that remedies at law would be inadequate to protect against breach of this NDA, and agree in advance to the granting of injunctive relief in our favour for any breach of the provisions of this NDA and to the specific enforcement of the terms of this NDA, without proof of actual damages, and without the requirement to post a bond or other security, in addition to any other remedy to which we would be entitled.\n22. Term \u2013 Except as otherwise provided herein, confidentiality and non-use obligations described in this NDA shall terminate upon the expiration of the Restriction Period. Notwithstanding the foregoing, you acknowledge that the confidentiality and non-use obligations in this NDA pertaining to Personal Information shall survive any termination or expiration of this NDA.\n23. Severability \u2013 If any provision or portion of any provision of this NDA is determined to be invalid or unenforceable for any reason, then that provision or portion of that provision will be severed from this NDA, with the rest of this NDA remaining in full force and effect.\n24. Counterparts \u2013 This NDA may be executed and delivered by electronic transmission. An electronic signature shall have the same legal effect as a manual signature. This NDA may be validly executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and each of which shall constitute an original.\n[Signature page follows]\nPlease acknowledge your agreement to the foregoing by countersigning this letter in the place provided below and returning it to the undersigned.\nVery truly yours,\nFTI CONSULTING CANADA INC.\nsolely in its capacity as Court Appointed Receiver of Blaze Energy Ltd. and Wild Rose Energy Ltd. and not in its personal or corporate capacity\nPer:\nCONFIRMED AND AGREED this day of , 2017.\n[NTD: Insert name]\nPer:\nPer:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 43 - ], - [ - 44, - 106 - ], - [ - 107, - 136 - ], - [ - 137, - 158 - ], - [ - 159, - 186 - ], - [ - 186, - 277 - ], - [ - 277, - 581 - ], - [ - 582, - 716 - ], - [ - 716, - 815 - ], - [ - 815, - 956 - ], - [ - 957, - 991 - ], - [ - 991, - 1210 - ], - [ - 1210, - 1298 - ], - [ - 1298, - 1355 - ], - [ - 1355, - 1426 - ], - 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In this Agreement:\n1.1 \u201cConfidential Information\u201d means:\n(a) all and any information, documents, data and opinions disclosed by a Party to the other Party (or otherwise acquired by one Party pursuant to this Agreement) including without limitation commercial, financial or proprietary material, pricing information, data, know-how, formulae, processes, operating methods and procedures, results, designs, drawings, specifications, industrial and or intellectual property, computer programmes or other software and any other information relating to the technology of either Party and the Discussions whether in written, electronic, pictorial, visual or oral form; magnetic, electronic, graphic or digitised format; or disclosed pursuant to discussions with any of the Affiliates, officers, employees, agents, advisors or consultants of a Party and whether or not marked or indicated as confidential;\n(b) information of whatever nature relating to the technology or business or properties of a Party obtained by observation during visits to its premises or those of its Affiliates or those of any third party instructed, engaged, or retained in any way whatsoever by a Party;\n(c) analyses, compilations, studies and other documents prepared by the Parties, their officers, employees, agents, advisors or consultants which contain or otherwise reflect or are generated from the information specified in paragraphs (a) and (b) above; and samples, prototypes or models relating to the technology of a Party.\n1.2 \u201cDisclosing Party\u201d means the party disclosing the Confidential Information to the Receiving Party under this Agreement.\n1.3 \u201cPermitted Purpose\u201d means the use of Confidential Information in relation to the Discussions.\n1.4 \u201cReceiving Party\u201d means the Party to whom the Confidential Information is disclosed.\n2 The Receiving Party hereby agrees with and undertakes to the Disclosing Party, on behalf of itself and all persons to whom disclosure by it is permitted within the terms of this Agreement, that, subject as herein described, all Confidential Information, howsoever acquired or received by the Receiving Party:\n2.1 shall not be used for any purpose other than the Permitted Purpose; and\n2.2 shall be held strictly confidential, using commercially reasonable methods, and shall not be divulged directly or indirectly or otherwise made available in whole or in part to any third party without the prior written consent of the Disclosing Party provided that the Receiving Party may without such approval disclose such Confidential Information;\n(a) to an Affiliate of the Receiving Party directly concerned with the Permitted Purpose and whose knowledge of the Confidential Information is essential for the Permitted Purpose. For the purposes of this Agreement \u201cAffiliate\u201d shall mean any holding company or subsidiary company of the holding company and \u201csubsidiary\u201d shall have the meanings respectively ascribe thereto by Section 736 of the Companies Act 1985 (and includes a subsidiary undertaking as defined in Section 258 of the Companies Act 1985); or\n(b) to any governmental or regulatory authority having a right to require the same or to any recognised Stock Exchange, in compliance with the rules and regulations thereof or to the extent required by law (provided that the Receiving Party shall prior to such disclosure inform the Disclosing Party in writing of such requirement (including a confirmation that the Disclosing Party\u2019s legal advisers\u2019 opinion is that such disclosure is required) and shall disclose only such Confidential Information as is necessary to comply therewith); or\n(c) to its employees and officers and to its outside professional advisers or the employees, officers or outside professional advisers of its Affiliates directly concerned with the Permitted Purpose and whose knowledge of the Confidential Information is essential for the Permitted Purpose provided that prior to any disclosure of Confidential Information under the paragraphs (a) to (c) above, the Receiving Party shall ensure that each recipient thereof is made aware of the confidential nature of the Confidential Information and the Receiving Party shall assume full responsibility for the actions of its Affiliates, employees and officers and professional advisors.\n3 The undertakings contained in Clause 2 of this Agreement shall not apply to such of the Confidential Information as:\n3.1 is at the time of being obtained by the Receiving Party within the public domain other than as a result of breach of this Agreement; or\n3.2 is proved by documentary evidence as being at the time of the Agreement already lawfully in the possession of the Receiving Party; or\n3.3 after being obtained by the Receiving Party comes within the pubic domain other than by reason of a breach by any Party of the undertakings contained in this Agreement; or\n3.4 is properly received by the Receiving Party from a third party who is rightfully in possession of such Confidential Information and who is not bound by any obligation of confidence or secrecy; or\n3.5 proved by documentary evidence as having been independently developed by the Receiving Party or its Affiliates with no knowledge of the Confidential Information.\n4 All Confidential Information shall remain the property of the Disclosing Party and the disclosure of Confidential Information hereunder does not amount to the grant of a licence or similar right, any patent, copyright or design licence in favour of the Receiving Party. The Disclosing Party confirms that the Confidential Information is given by it in good faith but does not represent, warrant, arrange or undertake that the Confidential Information is accurate, up to date, exhaustive or complete on the subject matter concerned.\n5 The Receiving Party hereby acknowledges that any breach by it of any of the provisions of this Agreement may cause serious damage to the Disclosing Party. In particular (but without limitation) it is recognised that parts of the Confidential Information may be patent able or capable of being the subject of registered design rights or similar protection and that premature disclosure thereof may prejudice the ability of the disclosing party to obtain such protection. The Receiving Party undertakes fully and effectively to indemnify and keep so indemnified the Disclosing Party for and against all loss, damage, costs and liabilities suffered or incurred by it arising from:-\n5.1 the unauthorised disclosure of Confidential Information by the Receiving Party and any person to whom disclosure of such Confidential Information is permitted under Clause 2 of this Agreement; or\n5.2 a breach by the Receiving Party of its obligations under this Agreement.\nThe Parties acknowledge that damages will not normally be an adequate remedy for breach of any of the terms set out in this Agreement and that the Disclosing Party should be entitled to equitable relief including injunctions in respect of any breach by the Receiving Party.\nAny failure by the Disclosing Party in exercising any right, power or privilege hereunder shall not, nor shall any single or partial exercise thereof, preclude any exercise of any other right, power or privilege.\n6 The Receiving Party undertakes that the Confidential Information supplied to it under the terms of this Agreement shall only be copied or duplicated to the extent strictly necessary for the Permitted Purpose and that a restrictive legend shall be placed on each copy prohibiting further reproduction or transfers. Furthermore, any of the Confidential Information and copies, and any extracts, summaries or analyses thereof, shall be returned to the Disclosing Party or destroyed or expunged from any electronic storage device (with written confirmation of the same to the Disclosing Party) within five (5) working days upon written notice to do so from such Disclosing Party.\n7 The Parties acknowledge that the purpose of this Agreement is to facilitate confidential discussions for the purpose of evaluating their interest in collaboration and that nothing in this Agreement shall be construed as obliging either Party to disclose any Confidential Information to any other or to oblige either party to enter into any further agreement.\n8 The construction, validity and performance of this Agreement shall be governed by English Law and the Parties submit to the exclusive jurisdiction of the courts of England.\n9 This Agreement shall become effective on the date first written above.\n10 The Parties obligations under this Agreement shall remain in full force and effect for a period of five (5) years from the date hereof, save that the obligations of the parties as receiving parties under Clause 6 of this Agreement shall continue thereafter until fully discharged by performance.\nIN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorised representatives as of the day and year first written above.\nDate:___________________ Date:___________________\nSigned for and on behalf of Signed for and on behalf of\nMicrokerf Limited _______________________\n", - 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"nda-4": { - "choice": "Entailment", - "spans": [ - 35, - 36 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.microkerf.co.uk/files/Non-disclosure%20agreement.pdf" - }, - { - "id": 299, - "file_name": "Non-disclosure.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \u201cAgreement\u201d) is made and entered into as of the latter of the two signature dates below by and between:\n(1) Ross & Moncure, Inc. ( \u201cReceiving Party\u201d)\n(2) ___________________________________________________ (\u201cClient\u201d or \u201cDisclosing Party\u201d).\n1. Definition of Confidential Information.\n\u201cConfidential Information\u201d means non-public information that a party to this Agreement (\u201cDisclosing Party\u201d) designates as being confidential to the party that receives such information (\u201cReceiving Party\u201d) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party.\nRoss & Moncure recognizes Confidential Information to be any information or personal data that it receives from the Client in the process of tax preparation or planning.\n2. Obligations Regarding Confidential Information.\nRoss & Moncure pledges not to disclose any information to which it has access in the process of the performance of a Client engagement. Ross & Moncure also agrees to only request of the Client information necessary to carry out services requested by the Client.\nRoss & Moncure shall process information and data provided in accordance with the instructions given by the Client and shall refrain from recording, reproducing, or storing data for superfluous reasons. This prohibition affects both hard-copy data and data on any electronic, magnetic, analogue or digital medium. Under no circumstances may it disclose such data to third parties without written authorization from the Client, even merely for safekeeping. Ross & Moncure recognizes that the duties of secrecy and non-disclosure continue to apply indefinitely even after all service engagements have terminated.\nRoss & Moncure undertakes to take and maintain the technical and organizational steps required to guarantee data security and prevent their alteration, loss and unauthorized processing or access, according to the security level required pursuant to the aforementioned legislation. These steps refer to the files, processing centers, premises, equipment, systems, programs and people involved in processing.\nOnce the contractual service has been performed, Ross & Moncure agrees to hand back to the Client all of the raw data used in tax planning upon the Client\u2019s written request. Ross & Moncure does not agree to hand back and destroy copies of completed tax returns, as the American Institute of Certified Public Accountants and the Association for Accounting Administration both dictate that best practice is to keep this work on hand.\n3. Rights and Remedies\nRoss & Moncure shall notify the undersigned Client immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by an employee of Ross & Moncure, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\nRoss & Moncure shall bear the burden of any damages arising from negligence and/or lack of confidentiality, improper use, processing or communication of personal data, or any other infringement of data protection rules. The full extent of these damages shall be determined by a court of competent jurisdiction.\n4. Miscellaneous\nRoss & Moncure may not subcontract the provision of any services agreed herein in whole or in part.\nRoss & Moncure, Inc. Client: __________________________\n726 North Washington Street ________________________\nAlexandria, VA 22314 _________________________\n_________________________________ ____________________________________\nSignature Signature\nC. Braxton Moncure, CEO; or, Client or Client Representative\nSteven W. Street, General Manager\n_________________________________ ____________________________________\nDate Date\n___________________________________\nTitle of Client Representative (if applicable)\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 163 - ], - [ - 164, - 209 - ], - [ - 210, - 266 - ], - [ - 266, - 299 - ], - [ - 300, - 342 - ], - [ - 343, - 664 - ], - [ - 665, - 834 - ], - [ - 835, - 885 - ], - [ - 886, - 1022 - ], - [ - 1022, - 1147 - ], - [ - 1148, - 1351 - ], - [ - 1351, - 1462 - ], - [ - 1462, - 1604 - ], - [ - 1604, - 1758 - ], - [ - 1759, - 2040 - ], - [ - 2040, - 2165 - ], - [ - 2166, - 2340 - ], - [ - 2340, - 2597 - ], - [ - 2598, - 2620 - ], - [ - 2621, - 3043 - ], - [ - 3044, - 3264 - ], - [ - 3264, - 3354 - ], - [ - 3355, - 3371 - ], - [ - 3372, - 3471 - ], - [ - 3472, - 3501 - ], - [ - 3501, - 3527 - ], - [ - 3528, - 3556 - ], - [ - 3556, - 3580 - ], - [ - 3581, - 3602 - ], - [ - 3602, - 3627 - ], - [ - 3628, - 3662 - ], - [ - 3662, - 3698 - ], - [ - 3699, - 3718 - ], - [ - 3719, - 3779 - ], - [ - 3780, - 3813 - ], - [ - 3814, - 3848 - ], - [ - 3848, - 3884 - ], - [ - 3885, - 3894 - ], - [ - 3895, - 3930 - ], - [ - 3931, - 3977 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://rossmoncure.com/documents/Non-disclosure.pdf" - }, - { - "id": 300, - "file_name": "NonDisEC12212010.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \"Agreement\"), effective is entered into by and between Rochester Institute of Technology, a not for profit institution of higher education, with offices at 1 Lomb Memorial Drive Rochester, New York 14623 (\"Discloser\") and , a corporation, with offices at (\u201cRecipient\u201d).\n1. Purpose. The Discloser has agreed to make available to the Recipient certain Confidential Information (as defined below) of the Discloser for the purpose of evaluating a possible business transaction between Discloser and Recipient.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Discloser in writing.\n3. Non-Disclosure of Confidential Information. The Recipient agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Recipient will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Recipient has had or will have directors, officers, employees, consultants and agents of Recipient to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Discloser in writing of the names of each such person who has signed such agreements after such agreements are signed. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify the Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.\n4. Mandatory Disclosure. In the event that the Recipient or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Recipient shall give prompt notice so that the Discloser may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Recipient shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.\n5. Return of Materials. Any materials or documents of which have been furnished by the Discloser to the Recipient will be promptly returned within five (5) business days, accompanied by copies of such documentation, after the evaluation set forth in Section 1 of this Agreement has been concluded.\n 6. No License Granted. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Recipient any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement.\n7. Export Control. Discloser has categorized this project as export controlled under the International Traffic in Arms Regulation (ITAR) or the Export Administration Regulations (EAR) and the applicable Export Control Regulations of the United States. As a result, certain technical data, hardware, software or other information furnished to Recipient shall be labeled \u201cExport Controlled.\u201d Other specific technical information created by the Recipient may be export controlled as well if it relates to the specific product design or prototype to be created in this project. Recipient agrees that export controlled information shall not be disclosed to any unauthorized foreign person, firm, country, including foreign persons employed by Discloser. Recipient understands there are civil and criminal penalties for failure to comply with U.S. Export Control laws and will comply with all applicable laws while performing services for Discloser. Specifically, Recipient agrees to comply with U.S. export control laws and regulations on all information it receives that is labeled \u201cExport Controlled\u201d and on information it creates in the scope of work on this project that is export controlled. Recipient further warrants that all individuals that will be given access to this information are U.S. citizens or permanent U.S. residents with a valid permanent resident cards, and that the information disclosed to Recipient will be stored securely. If Recipient has any questions concerning this clause, Recipient should contact Discloser immediately.\n8. Term. The foregoing commitments shall survive any termination of discussions between the parties, and shall continue for a period of five (5) years following the date of this Agreement.\n9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Discloser. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.\n10. Severability. If any part of this Agreement should be held invalid by operation of law or by a tribunal of competent jurisdiction, the balance of this Agreement shall continue in full force and effect. The part held invalid shall be modified as required by law or the tribunal of competent jurisdiction.\n11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which constitute one and the same instrument. Each Party will execute and promptly deliver to the other Party a copy of this Agreement bearing an Original Signature. \u201cOriginal Signature\u201d means a copy of a signature of a Party that is reproduced or transmitted via email or a .pdf file, photocopy, facsimile, or other process of complete and accurate reproduction and transmission.\n12. Notices. All notices and other communications hereunder shall be in writing and shall be and mailed by certified mail return receipt requested or by Federal Express to the party to be notified at its address listed above (or at such different addresses as the party to receive the notice so designates by written notice to the other party).\n13. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York (without regard to its conflict of law rules), and shall be binding upon the parties hereto in The United States of America and worldwide. The state courts within Monroe County New York and/or the federal courts located in Western New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\n14. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the Discloser and its business, and expressly agrees that monetary damages would be inadequate to compensate the Discloser for any breach of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\n15. Entire Agreement. This Agreement, embodies the entire agreement and understanding by and between the parties with respect to the subject matter herein referred to, and no representations, promises, agreements, or understandings, written or oral, not herein contained shall be of any force or effect. No change or modification shall be valid or binding unless the same is in writing and signed by both parties.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nROCHESTER INSTITUTE OF TECHNOLOGY\nSigned:_________________________ Signed:_________________________________\nName:_________________________ Name:_________________________________\nTitle:__________________________ Title:__________________________________\nDate: Date:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 329 - ], - [ - 330, - 342 - ], - [ - 342, - 565 - ], - [ - 566, - 581 - ], - [ - 581, - 1117 - ], - [ - 1117, - 1206 - ], - [ - 1206, - 1377 - ], - [ - 1377, - 1541 - ], - [ - 1541, - 1599 - ], - [ - 1600, - 1647 - ], - [ - 1647, - 1782 - ], - [ - 1782, - 2058 - ], - [ - 2058, - 2481 - ], - [ - 2481, - 2931 - ], - [ - 2931, - 3082 - ], - [ - 3083, - 3108 - ], - [ - 3108, - 3411 - ], - [ - 3411, - 3613 - ], - [ - 3614, - 3638 - ], - [ - 3638, - 3911 - ], - [ - 3912, - 3913 - ], - [ - 3913, - 3936 - ], - [ - 3936, - 4320 - ], - [ - 4321, - 4340 - ], - [ - 4340, - 4573 - ], - [ - 4573, - 4711 - ], - [ - 4711, - 4895 - ], - [ - 4895, - 5070 - ], - [ - 5070, - 5265 - ], - [ - 5265, - 5513 - ], - [ - 5513, - 5765 - ], - [ - 5765, - 5867 - ], - [ - 5868, - 5877 - ], - [ - 5877, - 6056 - ], - [ - 6057, - 6075 - ], - [ - 6075, - 6301 - ], - [ - 6301, - 6401 - ], - [ - 6402, - 6420 - ], - [ - 6420, - 6608 - ], - [ - 6608, - 6709 - ], - [ - 6710, - 6728 - ], - [ - 6728, - 6875 - ], - [ - 6875, - 6995 - ], - [ - 6995, - 7209 - ], - [ - 7210, - 7223 - ], - [ - 7223, - 7554 - ], - [ - 7555, - 7591 - ], - [ - 7591, - 7855 - ], - [ - 7855, - 8046 - ], - [ - 8047, - 8061 - ], - [ - 8061, - 8346 - ], - [ - 8346, - 8783 - ], - [ - 8784, - 8806 - ], - [ - 8806, - 9088 - ], - [ - 9088, - 9197 - ], - [ - 9198, - 9301 - ], - [ - 9302, - 9335 - ], - [ - 9336, - 9341 - ], - [ - 9341, - 9369 - ], - [ - 9369, - 9374 - ], - [ - 9374, - 9409 - ], - [ - 9410, - 9441 - ], - [ - 9441, - 9479 - ], - [ - 9480, - 9513 - ], - [ - 9513, - 9553 - ], - [ - 9554, - 9565 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 37 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.rit.edu/fa/procurement/sites/rit.edu.fa.procurement/files/forms/NonDisEC12212010.pdf" - }, - { - "id": 302, - "file_name": "NonDisclosureAgreement_1.pdf", - "text": "Elektromotorji in gospodinjski aparati, d.o.o.\nOtoki 21, 4228 \u017delezniki\nNon-Disclosure Agreement\nNo.:\nAgreed between:\nDomel Elektromotorji in gospodinjski aparati, d.o.o., Otoki 21, 4228 \u017delezniki, Identification\nNo.: 5045401, tax No.: SI47263512, represented by the president of the board, dr. Jo\u017eica Rejec\n(hereinafter referred to as the owner)\nand\nIdentification No.: , tax No.: , represented by (hereinafter referred to as the supplier)\nThe subject of the agreement\nThe aim of the agreement is to guarantee that confidential data are not communicated to third parties. Data apply to:\nIn this agreement, the expression \u201cthe recipient\u201d is used for suppliers, subcontractors, manufacturers of production and inspection equipment, tools and machines as well as everyone involved in the planning process, according to the owner\u2019s discretion.\nConfidential data protection\nBoth parties, the owner and the recipient, are bound to guarantee that highly confidential written or verbal INFORMATION or business data which are subjects of this contract shall not be disclosed to third parties. The list of highly confidential INFORMATION includes:\n\uf0b7 written or verbal information which the owner classifies as confidential,\n\uf0b7 business discussions during the contract validity term,\n\uf0b7 documents, letters, meeting minutes and e-mails,\n\uf0b7 technical documentation, measurement and other reports, calculations and studies, drafts, photographs, and plans,\n\uf0b7 lists of suppliers, specifications of material and tools, tools technical,\n\uf0b7 know-how, inventions and ideas,\n\uf0b7 promotional and presentational material, price information,\n\uf0b7 other documentation.\nThe recipient stores the received INFORMATION and business data systematically, e.g. in files, electronic media and material form. All needed precautions/measures are to be taken to protect the INFORMATION from copying, theft, destruction, damage or any other intrusion. Both parties are bound to take all needed measures to guarantee the protection of data confidentiality. The owner and the recipient are bound to disclose confidential information and business data only to those employees who have a need to know this information and business data in order to properly carry out work which is the subject of this agreement and are explicitly warned to be obliged to safe keep the information and business data as confidential and that in case of the violation of confidentiality they are liable for any damage caused.\nIn case the recipient, with the prior written consent of the owner, engages sub-suppliers to carry out the subject of this agreement, a written confidentiality agreement is to be presented to the owner, which has been signed between the recipient and a sub-supplier. The contents of the agreement shall be identical to this agreement.\nThe confidential information is allowed to be communicated to third parties only with the express written consent of the owner. If the owner\u2019s confidential information is disclosed by the recipient, it shall remain the exclusive property of the owner, but the recipient is liable to any damage caused.\nFor the term of 10 years, after receiving the INFORMATION and business data, the confidential information shall be kept safely, unless defined differently by a special agreement or it is proved to have been made publicly known. The obligation does not terminate even if one of the parties backs out of the contract, e.g. due to resigning from the cooperation or from the planned project. In this case, the recipient is to return all the material file of the INFORMATION and business data at once or at the latest in 7 (seven) days after receiving the request. The recipient is to return also those INFORMATION and business data which were given to the eventual sub-supplier. The INFORMATION and business data, stored on the electronic media, are to be destroyed immediately after issuing the request.\nIf the above mentioned terms are not respected, the owner has the right to enforce the protection of its rights in the competent court of law and the right to appropriate compensation.\nOther provisions\nIn case any of the terms in this agreement is inefficient or it is difficult or even impossible to be enforced, this does not cause the agreement to terminate. Both parties in the contract are obliged to do everything in their power to keep the agreement valid, e.g. adopt different terms of the agreement.\nThe changes and additional clauses to this agreement are only allowed in written form.\nThis agreement is audited and carried out in accordance with the Law of the Republic of Slovenia.\nThe rights and obligations which are not defined by this agreement, are defined by \u201cThe General Purchasing Conditions\u201d of Domel and the Obligation Code (The Official Gazette of the Republic of Slovenia, no. 83/2001).\nThe agreement is valid when signed by both parties of this agreement.\nBoth parties agree that eventual disputes arising from this contract are to be solved in agreement. If this is not possible, the Court of Law related to the owner, i.e. Domel, is competent to deal with the dispute.\nDOMEL, d.o.o., \u017delezniki\nDr. Jo\u017eica Rejec\n_________________ ______________\n/town/city and date/ /town/city and date/\n/authorized signature/ /authorized signature/\n", - "spans": [ - [ - 0, - 46 - ], - [ - 47, - 71 - ], - [ - 72, - 87 - ], - [ - 87, - 96 - ], - [ - 97, - 101 - ], - [ - 102, - 117 - ], - [ - 118, - 212 - ], - [ - 213, - 295 - ], - [ - 295, - 307 - ], - [ - 308, - 346 - ], - [ - 347, - 350 - ], - [ - 351, - 440 - ], - [ - 441, - 469 - ], - [ - 470, - 573 - ], - [ - 573, - 587 - ], - [ - 588, - 840 - ], - [ - 841, - 869 - ], - [ - 870, - 1085 - ], - [ - 1085, - 1138 - ], - [ - 1139, - 1214 - ], - [ - 1215, - 1272 - ], - [ - 1273, - 1323 - ], - [ - 1324, - 1439 - ], - [ - 1440, - 1516 - ], - [ - 1517, - 1550 - ], - [ - 1551, - 1612 - ], - [ - 1613, - 1635 - ], - [ - 1636, - 1767 - ], - [ - 1767, - 1907 - ], - [ - 1907, - 2011 - ], - [ - 2011, - 2456 - ], - [ - 2457, - 2724 - ], - [ - 2724, - 2791 - ], - [ - 2792, - 2920 - ], - [ - 2920, - 3093 - ], - [ - 3094, - 3322 - ], - [ - 3322, - 3482 - ], - [ - 3482, - 3654 - ], - [ - 3654, - 3769 - ], - [ - 3769, - 3894 - ], - [ - 3895, - 4079 - ], - [ - 4080, - 4096 - ], - [ - 4097, - 4257 - ], - [ - 4257, - 4403 - ], - [ - 4404, - 4490 - ], - [ - 4491, - 4588 - ], - [ - 4589, - 4805 - ], - [ - 4806, - 4875 - ], - [ - 4876, - 4976 - ], - [ - 4976, - 5045 - ], - [ - 5045, - 5090 - ], - [ - 5091, - 5115 - ], - [ - 5116, - 5132 - ], - [ - 5133, - 5151 - ], - [ - 5151, - 5165 - ], - [ - 5166, - 5207 - ], - [ - 5208, - 5253 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 18, - 20, - 21, - 23, - 25 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 39 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 30, - 33 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.domel.com/resources/files/NonDisclosureAgreement.pdf" - }, - { - "id": 303, - "file_name": "NondisclosureAgreement_2.pdf", - "text": " NON-DISCLOSURE AGREEMENT\n(Between STQC empaneled Auditor & Auditee)\nTHIS NON-DISCLOSURE AGREEMENT is made on this \u2026\u2026.. Day (date) of\u2026\u2026\u2026\u2026 (Year) By and between\n# In case of Central Government Ministry/ Departments #/State Government Departments DLSP/DL Repository President of India/Governor of (name of state) acting through \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name, Designation) of \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (Name of Ministry/ Department) address \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 hereinafter referred to as \u201cAuditee\u201d which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns) of the first part.\n# In case of Autonomous Societies/ Not-for-profit companies/ Public sector Undertakings/ Private sector DLSP/DL Repository\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (Name of Company/ Society) incorporated /registered under the Companies Act,1956/2013/ the societies registration Act,1860 having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 (hereinafter referred to as \u201cAuditee\u201d which expression shall, unless repugnant to the context or meaning thereof, includes its successors, administrators and permitted assigns) of the first part.\n And\nName incorporated/registered under the \u2026. \u2026.. Name of the Act having its registered/corporate office at \u2026\u2026\u2026\u2026\u2026\u2026 (Herein referred to as \u201cAuditor\u201d which expression shall, unless repugnant to the context or meaning thereof, include its successors, assigns, administrators, liquidators and receivers) of the second part\nWHEREAS\nA. Auditor (Audit Organisation) is a services organization empaneled by the Standardisation, Testing and Quality Certification Response Team (hereinafter referred to as STQC) under Ministry of Electronics & IT, for auditing, including vulnerability assessment and penetration testing of Digital Locker services, networks, computer resources & applications of various agencies or departments of the Government.\nB. Auditor, as an empanelled Information Security and service management Auditing organization, has agreed to fully comply with the \u201cRules and procedures of Digital Locker Service Provider ( DLSP) / DL Repositories certification scheme, Terms & conditions of empanelment and Policy guidelines for handling audit related data\u201d while conducting audits.\nC. Auditee is also aware of the aforesaid Guidelines by STQC.\nD. Both Auditor and Auditee have given their irrevocable consent to fully comply with the aforesaid Guidelines and any amendments thereof without any reservations.\nNOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, the parties agree as follows:\n1. Definitions:\n(a) The term \u201cConfidential Information\u201d shall include, without limitation, all information and materials, furnished by either Party to the other in connection with Auditee products and services including information transmitted in writing, orally, visually (e.g. video terminal display) or on magnetic media, and including all proprietary information, customer & prospect lists, trade secrets, trade names or proposed trade names, methods and procedures of operation, business or marketing plans, licensed document know-how, ideas, concepts, designs, drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae, source code materials, specifications, programs, software packages, codes and other intellectual property relating to Auditee products and services. Results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. shall also be considered Confidential Information.\n(b) The term \u201cAuditee products\u201d shall include all such products, goods, services, deliverables, which are subject to audit by the empanelled auditor under the Agreement.\n 2 Protection of Confidential Information: With respect to any Confidential Information disclosed to it or to which it has access, Auditor affirms that it shall:\n(a) Use the Confidential Information as necessary only in connection with scope of audit and in accordance with the terms and conditions contained herein;\n(b) Maintain the Confidential Information in strict confidence and take all reasonable steps to enforce the confidentiality obligations imposed hereunder, but in no event take less care with the Confidential Information than the parties take to protect the confidentiality of its own proprietary and confidential information and that of its other clients;\n(c) Not to make or retain copy of any details of products and/or services, prototypes, business or marketing plans, Client lists, Proposals developed by or originating from Auditee or any of the prospective clients of Auditee.\n(d) Not to make or retain copy of any details of results of any information security audits, tests, analysis, extracts or usages carried out by the Auditor in connection with the Auditee\u2019s products and/or services, IT infrastructure, etc. without the express written consent of Auditee.\n(e) Not to disclose or in any way assist or permit the disclosure of any Confidential Information to any other person or entity without the express written consent of the auditee ; and\n(f) Return to the auditee, or destroy, at auditee\u2019s discretion, any and all Confidential Information disclosed in a printed form or other permanent record, or in any other tangible form (including without limitation, all copies, notes, extracts, analyses, studies, summaries, records and reproductions thereof) immediately on (i) expiration or termination of this agreement, or (ii) the request of Auditee there for.\n(g) Not to send Auditee\u2019s audit information or data and/or any such Confidential Information at any time outside India for the purpose of storage, processing, analysis or handling without the express written consent of the Auditee.\n(h) The auditor shall use only the best possible secure methodology to avoid confidentiality breach, while handling audit related data for the purpose of storage, processing, transit or analysis including sharing of information with auditee.\n(i) Not to engage or appoint any non-resident/foreigner to undertake any activity related to Information Security Audit.\n(j) Not to discuss with any member of public, media, press, any or any other person about the nature of arrangement entered into between the Auditor and the Auditee or the nature of services to be provided by Auditor to the Auditee.\n(k) Make sure that all the employees and/or consultants engaged to undertake any audit on its behalf have signed the mandatory non-disclosure agreement.\n3. Onus. Auditor shall have the burden of proving that any disclosure or use inconsistent with the terms and conditions hereof falls within any of the foregoing exceptions.\n4. Permitted disclosure of audit related information:\nThe auditor may share audit information with STQC or similar Government entities mandated under the law as and when called upon to do so by such agencies with prior written information to the auditee.\n5. Exceptions. The Confidentiality obligations as enumerated in Article 2 of this Agreement shall not apply in following cases:\n(a) Which is independently developed by Auditor or lawfully received from another, source free of restriction and without breach of this Agreement; or\n(b) After it has become generally available to the public without breach of this Agreement by Auditor; or\n(c) Which at the time of disclosure to Auditor was known to such party free of restriction and evidenced by documents in the possession of such party; or\n(d) Which Auditee agrees in writing is free of such restrictions.\n(e) Which is received from a third party not subject to the obligation of confidentiality with respect to such Information;\n6. Remedies. Auditor acknowledges that any actual or threatened disclosure or use of the Confidential Information by Auditor would be a breach of this agreement and may cause immediate and irreparable harm to Auditee or to its clients; Auditor affirms that damages from such disclosure or use by it may be impossible to measure accurately; and injury sustained by Auditee / its clients may be impossible to calculate and compensate fully. Therefore, Auditor acknowledges that in the event of such a breach, Auditee shall be entitled to specific performance by Auditor of its obligations contained in this Agreement. In addition, Auditor shall compensate the Auditee for the loss or damages caused to the auditee, actual and liquidated damages, which may be demanded by Auditee with liquidated damages not to exceed the Contract value. Moreover, Auditee shall be entitled to recover all costs of litigation including reasonable attorneys\u2019 fees which it or they may incur in connection with defending its interests and enforcement of contractual rights arising due to a breach of this agreement by Auditor. All rights and remedies hereunder are cumulative and in addition to any other rights or remedies under any applicable law, at equity, or under this Agreement, subject only to any limitations stated herein.\n7. Need to Know. Auditor shall restrict disclosure of such Confidential Information to its employees and/or consultants with a need to know (and advise such employees and/or consultants of the obligations assumed herein), shall use the Confidential Information only for the purposes set forth in the Agreement, and shall not disclose such Confidential Information to any affiliates, subsidiaries, associates and/or third party without prior written approval of the Auditee. No Information relating to auditee shall be hosted or taken outside the country in any circumstances.\n8. Intellectual Property Rights Protection. No license to a party, under any trademark, patent, copyright, design right, mask work protection right, or any other intellectual property right is either granted or implied by the conveying of Confidential Information to such party.\n9. No Conflict. The parties represent and warrant that the performance of its obligations hereunder do not and shall not conflict with any other agreement or obligation of the respective parties to which they are a party or by which the respective parties are bound.\n10. Authority. The parties represent and warrant that they have all necessary authority and power to enter into this Agreement and perform their obligations hereunder.\n11. Governing Law. This Agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of India and the parties hereby consent to the jurisdiction of Courts and/or Forums situated at .\n12. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous or contemporaneous agreement or communications, both oral and written, representations and under standings among the parties with respect to the subject matter hereof.\n13. Amendments. No amendment, modification and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives.\n14. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.\n15. Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws, and such invalidity or unenforceability shall not affect the other provisions of this Agreement.\n16. Waiver. Waiver by either party of a breach of any provision of this Agreement, shall not be deemed to be waiver of any preceding or succeeding breach of the same or any other provision hereof.\n17. Survival. Both parties agree that all of their obligations undertaken herein with respect to Confidential Information received pursuant to this Agreement shall survive till perpetuity even after expiration or termination of this Agreement.\n18. Non-solicitation. During the term of this Agreement and thereafter for a further period of two (2) years Auditor shall not solicit or attempt to solicit Auditee\u2019s employees and/or consultants, for the purpose of hiring/contract or to proceed to conduct business similar to Auditee with any employee and/or consultant of the Auditee who has knowledge of the Confidential Information, without the prior written consent of Auditee.\n19. This Agreement is governed by and shall be construed in accordance with the laws of India. In the event of dispute arising between the parties in connection with the validity, interpretation, and implementation or alleged breach of any provision of this Agreement, the parties shall attempt to resolve the dispute in good faith by senior level negotiations. In case, any such difference or dispute is not amicably resolved within forty five (45) days of such referral for negotiations, it shall be resolved through arbitration process, wherein both the parties will appoint one arbitrator each and the third one will be appointed by the two arbitrators in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration in India shall be (please choose the venue of dispute resolution as the city) or where the services are provided. The proceedings of arbitration shall be conducted in English language and the arbitration award shall be substantiated in writing and binding on the parties. The arbitration proceedings shall be completed within a period of one hundred and eighty (180) days from the date of reference of the dispute to arbitration.\n20. Term. This Agreement shall come into force on the date of its signing by both the parties and shall be valid up to one year.\nIN WITNESS HEREOF, and intending to be legally bound, the parties have executed this Agreement to make it effective from the date and year first written above.\n# In case of auditee being Central Government Ministry/ Departments #\nFor & on behalf of President of India\n(Name and designation of authorized signatory) \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\n\nOr\n# In case of auditee being State Government Department #\nFor & on behalf of Governor of \u2026\u2026. < State name>\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.. (Name and designation of authorized signatory)\n\nOr\n# In case of Autonomous Societies/Not-for-profit-company/Public sector undertaking /Private Sector #\nFor , duly authorized by rules & regulations / of / vide resolution no. \u2026. Dated \u2026\u2026. 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The County and Microsoft may be referred to individually as \u201cParty\u201d or collectively as \u201cParties.\u201d \u201cWe,\u201d \u201cus\u201d and \u201cour\u201d refer to both of the Parties signing below and the Parties\u2019 respective affiliates.\nCOMPANY AND ITS AFFILIATES or INDIVIDUAL: MICROSOFT CORPORATION\nCounty of Orange, a political subdivision of the State of\nAND ITS AFFILIATES\nCalifornia\nAddress: 333 W. Santa Ana Blvd. One Microsoft Way\nRedmond, WA 98052-6399\nSanta Ana, CA\n92701\nUSA USA\nSign:\nPrint Name: Charles Eckstrom Print Name:\nPrint Title: Interim Chief Information Officer Print Title:\nSignature Date: Signature Date:\nExpiration Date of this Agreement: This Agreement expires one hundred and eighty (180) days from the later of the two signature dates above, unless an earlier date is stated in the limited purpose that follows.\nLimited Purpose: Application of this Agreement is limited to the following transaction or other interaction between the parties:\nParticipation in the County of Orange HRS Data Analytics Project \u2013 Phase I and development of the associated Enterprise-wide Business Intelligence Platform.\nCorporate and External Legal Affairs (CELA) Contact: Charlie Bingham (CELA)\n1. The purpose of this Agreement. This Agreement allows us to disclose Confidential Information (defined below) to each other, to our own affiliates and to the other\u2019s affiliates, under the following terms. An \u201caffiliate\u201d is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. \u201cControl\u201d and \u201cown\u201d mean possessing a 50% or greater interest in an entity or the right to direct the management of the entity. Additionally we may disclose the other\u2019s Confidential Information to our respective Representatives (as defined herein below) only if those Representatives are required to have the Confidential Information for the purposes in this Agreement. Before doing so, each Party must ensure that affiliates and Representatives are required to protect the Confidential Information on terms consistent with this Agreement.\n2. Confidential information.\nMicrosoft Filing Instructions: after both parties sign and date this Agreement, Your customer should retain one original for their files and return the other to you. Then, address the second original to:\nNDA, CRM 124/Records\nMicrosoft Corporation\n1 Microsoft Way\nRedmond, WA 98052-6399\n IEAID:243659\na. What is included. \"Confidential Information\" is non-public information, know-how and trade secrets in any form that:\n\uf0a7 A. Are designated in writing as \u201cconfidential\u201d at the time of their disclosure and include: (1) corporate financial records or corporate proprietary information (e.g. trade secrets) exempted under the California Public Records Act, California Government Code Sections 6250, et seq.; or (2) information that a reasonable person knows or reasonably should understand to be confidential, and is treated confidential by the disclosing party.\n\uf0a7 B. The County\u2019s sensitive security information, or technical data, programs, software (including configuration or source codes), technical information, screen shots, customer information, employee records, computer network, architectural or engineering information, exploitable data, information protected by privacy law, or other information that is treated as confidential by the County, or is prohibited from being disclosed for any reason pursuant to law, statute, regulation, ordinance, or contract.\nb. What is not included. The following types of information, however marked, are not Confidential Information. Information that:\n\uf0a7 Is, or becomes, publicly available without a breach of this Agreement or through no fault of the recipient of the information;\n\uf0a7 Is or becomes lawfully known to the recipient of the information without an obligation to keep it confidential;\n\uf0a7 Is received from another source who can disclose it lawfully;\n\uf0a7 Is independently developed;\n\uf0a7 Is a comment or suggestion one of the Parties volunteers about the other\u2019s business, products or services;\n\uf0a7 Is in the recipient\u2019s possession before receipt from the discloser of the information;\n\uf0a7 Is disclosed by the recipient with the discloser\u2019s prior written approval; or\n\uf0a7 Is disclosed by court order or under operation of applicable law including, but not limited to, the California Public Records Act, California Government Code Sections 6250, et seq.\n3. Treatment of Confidential Information.\na. In general. Subject to the other terms of this Agreement, each of us agrees:\n\uf0a7 Except as required under any court order or law including, but not limited to, the California Public Records Act and Ralph M. Brown Act (California Government Code section 54950 et seq.), subpoena, or any other legally permitted or required disclosure, the Parties agree not to disclose the other\u2019s Confidential Information to third parties except to those employees of a recipient who are required to have the information for the purposes in this Agreement, Representatives (defined below), and except as otherwise allowed in this Agreement; and\n\uf0a7 The Parties will use and disclose the other\u2019s Confidential Information only for purposes of evaluating and engaging in an actual or potential business relationship with each other.\nb. Security precautions. Each Party agrees:\n\uf0a7 To take reasonable steps to protect the other Party\u2019s Confidential Information. These steps must be at least as protective as those we take to protect our own Confidential Information of a similar nature;\n\uf0a7 To notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and\n\uf0a7 To cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.\nc. Sharing Confidential Information with affiliates and Representatives.\n\uf0a7 For the purposes of this Agreement, a \u201cRepresentative\u201d is an employee, contractor, vendor, service provider, advisor or consultant of a Party or a Party\u2019s respective affiliates including, but not limited to, Science Applications International Corporation (\u201cSAIC\u201d) and Atos Governmental IT Outsourcing Services, LLC (\u201cAtos\u201d) and each of their respective employees, affiliates, and subcontractors.\n\uf0a7 Each Party may disclose the other\u2019s Confidential Information to its Representatives (who may then disclose that Confidential Information to other of its Representatives) only if those Representatives are required to have the Confidential Information for the purposes in this Agreement. Before doing so, each Party must ensure that affiliates and Representatives are required to protect the Confidential Information on terms consistent with this Agreement.\n\uf0a7 Neither Party is required to restrict work assignments of Representatives who have had access to Confidential Information. Each Party acknowledges that they cannot control the incoming information the other Party will disclose in the course of the business relationship between the Parties, or what each Party\u2019s Representatives will remember, even without notes or other aids. Each Party agrees that use of information in its Representatives\u2019 unaided memories in the development or deployment of the Parties\u2019 respective products or services does not create liability for that Party under this Agreement or trade secret law. Both Parties mutually agree to limit what each Party discloses to the other accordingly.\nd. Disclosing Confidential Information if required to by law. Each Party may disclose the other\u2019s Confidential Information if required to comply with a court order, law, or other government demand that has the force of law including, but not limited to, the California Public Records Act, California Government Code section 6250 et seq. If a Party is required to disclose the other Party\u2019s Confidential Information pursuant to applicable law, statute, or regulation, or court order, that Party will give to the other written notice of the order or request mandating disclosure of the Confidential Information in order to provide a reasonable opportunity for the other Party to object to such disclosure of its Confidential Information and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines that it is required to disclose such information, it may disclose without breach of this Agreement only Confidential Information specifically required and only to the extent compelled to do so .\nBy entering into this Agreement, Microsoft expressly acknowledges that the County is a government entity subject to the California Public Records Act. If the County receives a request pursuant to the California Public Records Act for Confidential Information that Microsoft has designated as \u201cconfidential\u201d in writing, the County will notify Microsoft of the request, so that Microsoft can seek protection from disclosure by a court of competent jurisdiction. Notwithstanding any other provisions of this Agreement, the County may in its discretion disclose Microsoft\u2019s Confidential Information in the County\u2019s possession without breach of this Agreement if the County notifies Microsoft of the pending California Public Records Act request and Microsoft fails to seek and obtain protection from disclosure by a court of competent jurisdiction.\n4. Length of Confidential Information obligations. Except as permitted above and unless otherwise required by applicable law or court order, neither Party will use or disclose the other\u2019s Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period. This duty to withhold Confidential Information survives any expiration or termination of this Agreement as provided herein.\n5. General rights and obligations.\na. Law that applies; jurisdiction and venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, without reference to conflicts of law provisions. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding California Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county.\nb. Compliance with law. Each of us will comply with all export laws that apply to Confidential Information.\nc. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.\nd. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this Agreement. Each of us agrees that the other may seek court orders to stop Confidential Information from becoming public in breach of this Agreement.\ne. Transfers of this Agreement. If one of us transfers this Agreement, we will not disclose the other\u2019s Confidential Information to the transferee without the other\u2019s consent.\nf. Enforceability. If any provision of this Agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this Agreement will remain in place.\ng. Entire agreement. This Agreement does not grant any implied intellectual property licenses to Confidential Information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (\u201cother contracts\u201d). The other contract may include commitments about Confidential Information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding Confidential Information. It replaces all other agreements and understandings regarding Confidential Information. 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DEFINITIONS\nA. \u201cEvents\u201d shall mean all interoperability testing events, TestFests and Bi-Lateral Test Sessions, occurring after the date of signing this Agreement which are administered by the Open Mobile Alliance and attended by Participants.\nB. \u201cOMA Interoperability Policy and Process Document\u201d shall mean the document found on the Open Mobile Alliance Web site, as modified from time to time, which sets forth the interoperability process.\nC. \u201cDisclosing Participant\u201d shall be the Participant and its Representatives that disclose or otherwise make available the Confidential Information, as defined below. As used in this Agreement, the \u201cRepresentatives\u201d stated above shall mean such party\u2019s officers, employees, agents, consultants or other representatives.\nD. \u201cReceiving Participant\u201d shall be the Participant and its Representatives that receive or otherwise gain knowledge of the Confidential Information, as defined below. As used in this Agreement, the \u201cRepresentatives\u201d stated above shall mean such party\u2019s officers, employees, agents, consultants or other representatives.\nE. \u201cConfidential Information\u201d shall mean all information provided at, pursuant to, for the purposes of, or discovered or generated during (a) the Events and (b) the process set forth in the OMA Interoperability Policy and Process Document, including, but not limited to, the implementation conformance statements, test results, test reports, and the operator network configuration information, which:\n(i) is identified in written or oral format by the Disclosing Participant as confidential, trade secret or proprietary information at the time of disclosure, (provided that such information, if disclosed orally, must be summarized and designated as confidential in written format to the Receiving Participant within thirty (30) days of disclosure),\n(ii) is identified in this Agreement as Confidential Information, or\n(iii) a reasonable person in the same circumstances as the Receiving Participant should have known or has reason to know is confidential, trade secret or proprietary information of the Disclosing Participant.\nTechniques and concepts which are commonly known in the industry shall not be considered to be Confidential Information.\nF. \u201cApplication Form\u201d shall mean the Open Mobile Alliance membership application form, including the schedule to the application form.\nG. \u201cTestFest\u201d shall mean an interoperability testing event open to all Open Mobile Alliance members and the public, organized by the Open Mobile Alliance staff, to permit the testing of one or more enablers.\nH. \u201cBi-Lateral Test Session\u201d shall mean an interoperability testing event organized by an Open Mobile Alliance member who has invited one or more Open Mobile Alliance members to conduct individual test sessions at the Open Mobile Alliance member\u2019s location.\n2. EXISTING OBLIGATIONS\nThe Participant acknowledges and agrees that its confidentiality obligations under the Application Form include any information which the Participant receives or which is discovered or generated during or as a result of its participation in the Events and which fall under the definition of Confidential Information. The Participant acknowledges and agrees that in the event of a conflict between the terms of this Agreement and of the Application Form that the terms and obligations of the Application Form shall control, provided, however, in all situations the terms which provide the most extensive protection of the Participants\u2019 results and information shall apply regardless of whether such reside in the Application Form or this Agreement.\n3. PURPOSE AND USE\nThe purpose of this Agreement is to permit a Disclosing Participant to disclose and a Receiving Participant to receive information relating to technologies of the Participants at the Events. All Participants at the Events must execute and abide by the terms and conditions of this Agreement. The Participant agrees that Confidential Information may only be used for purposes of participating in the Events, performing interoperability testing, generating test reports and modifying the Participant\u2019s own technology or product (without restricting the Participant\u2019s right to sell or market) to address identified interoperability problems. The Receiving Participant also agrees that the Confidential Information may only be disclosed subject to the terms of this Agreement internally to the Receiving Participant\u2019s representatives who:\n(i) need to know the Confidential Information;\n(ii) understand that they are bound by this Agreement; and\n(iii) agree to fulfill the obligations of this Agreement.\nNotwithstanding anything herein to the contrary, a Participant may use Residuals for any purpose, including use in the development, manufacture, promotion, sale and maintenance of its products and services. This right to use Residuals does not represent a license to any of Disclosing Participant\u2019s patents, copyrights, trademarks, and/or mask work rights. The term \u201cResiduals\u201d means information contained in the Confidential Information disclosed at the Events such as general knowledge, ideas, concepts, know-how, professional skills, work experience and/or techniques (not information such as exact implementations, Test Results, or Individual Results) that is retained in the unaided memories of Receiving Participant\u2019s Representatives who have had access to Disclosing Participant\u2019s Confidential Information pursuant to the terms of this Agreement. A Representative\u2019s memory is unaided if the Representative has not intentionally memorized, or referred to records of, such Confidential Information of Disclosing Participant, for the purpose of retaining and subsequently using or disclosing it.\n4. DUTIES OF THE OPEN MOBILE ALLIANCE\nFor purposes of this Agreement, the Open Mobile Alliance shall be viewed as a Participant, provided that the Open Mobile Alliance\u2019s use of Confidential Information shall be limited to the performance of its duties as set forth in this Section 4 of the Agreement. The Open Mobile Alliance\u2019s duties under this Agreement will be planning, organizing, and administering the Events. In addition, the Open Mobile Alliance will aggregate and disseminate information in the form of enabler test reports and problem reports pursuant to the terms of the OMA Interoperability Policy and Process Document.\n5. DISCLOSURE\nThe Receiving Participant shall hold in confidence the Confidential Information, not disclose the Confidential Information except to Receiving Participant\u2019s Representatives in accordance with this Agreement, and will exercise the same amount of diligence in preserving the secrecy of that information as the diligence used in preserving the secrecy of the Receiving Participant\u2019s Confidential Information of like importance, but in no event less than reasonable diligence.\n6. JOINT OWNERSHIP\nThe Participants engaged in testing the interoperability of their respective products (\u201cTest Objects\u201d) will have joint and several ownership of the results of the interoperability testing insofar as they relate specifically to the interoperability of the Test Objects (the \u201cTest Results\u201d), information concerning which will constitute Confidential Information of the Participants.\nNotwithstanding the foregoing paragraph, each Participant will be the owner of any results of the interoperability testing insofar as they relate specifically to the performance of its own Test Object, regardless of the source, (\u201cIndividual Results\u201d), information concerning which will constitute Confidential Information of that Participant and may not be disclosed or used by the other Participant other than as permitted for Confidential Information received under this Agreement.\nSubject to the foregoing paragraph, the Participants will have joint and several ownership of any copyright in and to any test reports that describe the Test Results (the \u201cTest Reports\u201d).\nWithout the prior written consent of the other Participants, no Participant may use or disclose the Test Results or the content of the Test Reports, in whole or in part, other than as permitted for Confidential Information received from the other Participant or as agreed between or among the testing Participants.\nThe Participants will ensure that a suitable copyright and confidentiality notice is appended to each copy of any Test Report and, when applicable, a liability disclaimer.\n7. LIABILITY AND LIMITATION OF LIABILITY\nThe Receiving Participant shall be liable for:\n(i) any breach of this Agreement by the Receiving Participant, and\n(ii) any unauthorized disclosure or use of Confidential Information by persons or entities to whom the Receiving Participant has the right to disclose Confidential Information under this Agreement,\nEXCEPT THAT, TO THE FULL EXTENT PERMITTED BY LAW, THE RECEIVING PARTICIPANT SHALL NOT BE LIABLE FOR, AND HEREBY DISCLAIMS ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN CONNECTION WITH INADVERTENT OR SUCH UNAUTHORIZED DISCLOSURE IF IT HAS EXERCISED THE SAME AMOUNT OF DILIGENCE IN PRESERVING THE SECRECY OF THAT INFORMATION AS THE DILIGENCE USED IN PRESERVING THE SECRECY OF THE RECEIVING PARTICIPANT\u2019S OWN CONFIDENTIAL INFORMATION OF LIKE IMPORTANCE, BUT IN NO EVENT LESS THAN REASONABLE DILIGENCE, AND, UPON BECOMING AWARE OF SUCH DISCLOSURE, NOTIFIED THE DISCLOSING PARTICIPANT THEREOF AND TAKEN REASONABLE MEASURES TO MITIGATE THE EFFECTS OF SUCH DISCLOSURE AND TO PREVENT ANY FURTHER DISCLOSURE.\nIn the event of a breach of this Agreement, the Disclosing Participant may take any and all actions under law against the Receiving Participant. The Participant acknowledges and agrees that the Open Mobile Alliance is not responsible for any actions of its members, including, but not limited to, any breach of the terms of this Agreement.\n8. EXCEPTIONS TO CONFIDENTIAL INFORMATION\nThe Receiving Participant shall have no obligation with respect to information which:\n(i) was lawfully in the possession of or known to the Receiving Participant without any obligation of confidentiality prior to receiving it from the Disclosing Participant;\n(ii) is, or subsequently becomes, legally and publicly available other than by the Receiving Participant\u2019s breach of this Agreement;\n(iii) becomes publicly available by action of the Disclosing Participant;\n(iv) is lawfully obtained by the Receiving Participant from a source other than the Disclosing Participant not under any obligation of confidentiality to the Disclosing Participant;\n(v) is developed by or for the Receiving Participant without use of the Confidential Information, provided such independent development can be shown by documentary evidence; or\n(vi) is disclosed by the Receiving Participant pursuant to a valid order issued by a court or government agency, provided that the Receiving Participant provides to the Disclosing Participant\n(a) prior written notice of such obligation, and\n(b) reasonable cooperation with Disclosing Participant\u2019s efforts to limit or oppose such disclosure or obtain a protective order.\nThe terms of confidentiality under this Agreement shall not be construed to limit the Participant\u2019s right to develop independently or acquire products without use of the Confidential Information or to reassign Participant\u2019s own Representatives within Participant\u2019s own organization.\n9. DISCLAIMER\nEach Participant provides such Participant\u2019s Confidential Information \u201cas is\u201d without warranties, express or implied, of any kind, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. The Participant does not warrant that the Confidential Information is error free or technically or commercially exploitable.\nEach Participant shall retain all right, title and interest to such Participant\u2019s Confidential Information and all intellectual property rights fixed, embodied, or otherwise subsisting therein or arising therefrom, and in all works, inventions, discoveries, know-how, techniques, processes, methods, systems, ideas and other elements thereof. No license under any trademark, patent or copyright, or other recognized intellectual property rights, or applications for the same which are now or thereafter may be obtained by such Participant is either granted or implied by this Agreement or the disclosure of Confidential Information hereunder, except for the limited purposes contemplated hereby and as otherwise provided herein. Subject to the foregoing, the Participants will have joint ownership of the Test Results and/or Test Reports as set forth in Section 6 of this Agreement.\n10. LIMITATION OF LIABILITY OF THE OPEN MOBILE ALLIANCE\nThe Open Mobile Alliance will exercise reasonable efforts regarding its duties as set forth in Section 4 of this Agreement, provided, however that the Open Mobile Alliance shall not be liable for any breach of another Participant\u2019s obligations hereunder. Participant agrees that the Open Mobile Alliance will not be liable for any inadvertent disclosure by the Open Mobile Alliance of any information, including Confidential Information, under this Agreement. If any action is brought against the Open Mobile Alliance for any breach of its obligations hereunder, Participant agrees that the sole and exclusive remedy for any and all such actions brought by Participant against the Open Mobile Alliance shall not exceed in the aggregate ten thousand US dollars ($10,000 USD).\n11. TERM\nThis Agreement shall continue from the date last written below until 18:00 GMT on December 31, 2021 or until superseded by another non-disclosure agreement between the Open Mobile Alliance and Participant, provided, however, the obligations of confidentiality under this Agreement shall cease to apply to each item of Confidential Information five (5) years after such item of Confidential Information has been given, disclosed, required or supplied at or for the purposes of an Event.\n12. GOVERNING LAW\nThis Agreement will be governed by the laws of England without reference to conflict of laws principles and the courts of England shall have non-exclusive jurisdiction for all matters arising under this Agreement.\n13. SURVIVAL OF TERMS\nIf any term or provision of this Agreement shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not effect the other terms or provisions of this Agreement, or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth in this Agreement.\n14. WAIVER\nAny express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.\n15. ENTIRE AGREEMENT\nThis Agreement and the Application Form constitute the entire agreement between the parties relating to the subject matter, and cancels and supersedes any prior versions of the Agreement. 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}, - { - "id": 306, - "file_name": "One_way_NDA_EIPRHD_pdf_v1_11.03.2013.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT [the Agreement] is entered into on this [insert number of day] day of [insert Month and year] by and between:\n1. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Discloser] and\n2. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Recipient]\nWHEREAS:\nThe Discloser and Recipient hereto desire [to participate in early discussions regarding the entering into future collaboration as a European Funded Project in the field of (\u2026.)] or [to submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [to evaluate entering into partnership or business collaboration for the purpose of (identify the undertaking intended to perform)]\nThroughout the aforementioned discussions, the Discloser may share proprietary information or Confidential Information with the Recipient subject to the terms and covenants set forth below.\nNOW IT IS AGREED AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or proprietary information of the Discloser that is not generally known to the public or has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software programs, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Discloser\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognized as Confidential Information by the Discloser.\n1.2 The Discloser and the Recipient agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Recipient of the confidential nature of the information. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Recipient hereby acknowledge that the Confidential Information proprietary of the Discloser has been developed and obtained through great efforts and shall be regarded and kept as Confidential Information.\n1.5 Notwithstanding the aforementioned Confidential Information shall exclude information that:\n(i) is already in the public domain at the time of disclosure by the Discloser to the Recipient or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Recipient before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Recipient without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Discloser;\n(iv) becomes publicly available by other means than a breach of the confidentiality obligations by the Recipient (not through fault or failure to act by the Recipient);\n(iv) is or has been developed independently by employees, consultants or agents of the Recipient (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Discloser.\n2. Purpose of the Disclosure of Confidential Information\nThe Discloser and Recipient will enter on discussions regarding future collaboration toward European Funded Project in the field of [\u2026.] or [will submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU funded Programme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the Recipient] for the purpose of [identify the undertaking intended to perform or achieve].\n3. Undertakings of the Recipient\n3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser.\n3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit.\n3.4 The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain under the property of the Discloser and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the Recipient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser.\n3.7 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient.\n3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Recipient shall immediately notify upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the Recipient resulting from any use of the Confidential Information.\n3.13 The Discloser is not under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Discloser and Recipient.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement shall remain in effect for a term of [number of months or years] term. Notwithstanding the foregoing, the Recipient\u2019s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.1.2 If the Discloser and Recipient succeed in the call for proposal referred to in clause 2 and sign the corresponding Grant Agreement (GA) and Consortium Agreement (CA), or entered into partnership under any other kind of collaborative agreement (COA) or association agreement (AA), the non-disclosure provisions of the CA, COA and AA shall [supplement or supersede] this Agreement. In the event that non-disclosure provisions are not provided for the said private agreements in equal terms as stated herein, this Agreement shall remain in force until the end of the collaboration undertaken or after [months or years] of its termination.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by the laws of [choose the applicable law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.\n4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required may be delivered by hand or e-mail, mailed by registered mail to the address of the Recipient/Discloser as indicated above. Any subsequent modification of addresses should be reasonably communicated in advance to the effect of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure Agreement to be executed as of the date stated above.\nFOR [insert name of participant or potential or current partner]\n[insert name of representative]\n[insert title]\nDone at [place] on [date]\nFor comments, suggestions or further information, please contact\nEuropean IPR Helpdesk\nc/o infeurope S.A.\n62, rue Charles Martel\nL-2134 Luxembourg\nPhone: +352 25 22 33 \u2013 333 (Helpline)\nFax: +352 25 22 33 \u2013 334 (Helpline)\nEmail: service@iprhelpdesk.eu\nwww.iprhelpdesk.eu\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 149 - ], - [ - 150, - 345 - ], - [ - 346, - 537 - ], - [ - 538, - 546 - ], - [ - 547, - 999 - ], - [ - 1000, - 1189 - ], - [ - 1190, - 1218 - ], - [ - 1219, - 1246 - ], - [ - 1247, - 1251 - ], - [ - 1251, - 1545 - ], - [ - 1546, - 1673 - ], - [ - 1674, - 1885 - ], - [ - 1886, - 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In order to achieve this purpose, each party may acquire valuable trade secrets and/or confidential and proprietary information of the other party or its affiliates. In consideration of the foregoing, it is hereby agreed that:\n1. Confidential Information means all confidential and proprietary information which is disclosed by one party to the other party and is clearly labeled as confidential or proprietary or is disclosed orally is followed up in writing within 30 days of the oral disclosure identifying the subject matter which is confidential or proprietary.\n2. Each party agrees not to use the Confidential Information for any purpose whatsoever except for the purposes set forth above. Each party agrees not to disclose the Confidential Information to any third person and only disclose the confidential information to its employees and those of its affiliates who have a need to know and who agree to keep such information confidential. Each party agrees that it shall protect the confidentiality of, and take reasonable steps to prevent disclosure or unauthorized use of, the Confidential Information in order to prevent it from falling into the public domain or the possession of persons not legally bound to maintain its confidentiality, provided that in no event shall such party's obligations exceed the reasonable standard of care taken to protect its own confidential information of like importance. Each party will promptly advise the other party in writing of any misappropriation or misuse by any person of such Confidential Information and provide assistance to the injured party in any legal proceedings related thereto. Each party acknowledges that its obligations hereunder survive in accordance with the terms hereof, notwithstanding the termination of the business relationship of the parties, for a period of two (2) years following the last disclosure of Confidential Information by the other party hereunder.\n3. No copies of any Confidential Information may be made except to implement the purposes of this Agreement. Any materials, documents, notes, memoranda, software code, drawings, sketches and other tangible items containing, consisting of or relating to the Confidential Information of a party which are furnished hereunder to the other party, or are in the possession of the other party, remain the property of the party which disclosed the Confidential Information and shall be promptly returned to such party upon the disclosing party\u2019s request therefore. Nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, in any Confidential Information except as specified in this Agreement.\n4. Each party's obligations under this Agreement shall not apply to information which: (a) is known by the receiving party or is publicly available at the time of disclosure; (b) becomes publicly available after disclosure by the disclosing party to the receiving party through no act of either party; (c) is hereafter rightfully furnished to the receiving party by a third party without restriction as to use or disclosure; (d) is disclosed with the prior written consent of the disclosing party; (e) is information that was independently developed by the receiving party; or (f) is required to be disclosed pursuant to any judicial or administrative proceeding, provided that the receiving party promptly notifies the disclosing party of such action and gives the disclosing party the opportunity to seek any legal remedies to maintain such information in confidence.\n5. Nothing in this Agreement shall obligate either party to disclose any information to the other party or enter into any other agreement with the other party. Each party acknowledges that if the other party is required to bring an action to enforce the provisions of this Agreement, the damages will be irreparable and difficult to measure and that the other party shall be entitled to equitable relief including a preliminary injunction in addition to any other relief available. Should litigation arise concerning this Agreement, the prevailing party shall be entitled to its attorneys' fees and court costs in addition to any other relief which may be awarded. This Agreement shall be governed by Arizona law without regard to provisions concerning conflicts of laws. This Agreement and any exhibits attached hereto are the complete and exclusive statement regarding the subject matter of this Agreement and supercede all prior agreements, understandings and communications, oral and written, between the parties regarding the subject matter of this Agreement. A waiver of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit or waive a party's right thereafter to enforce and compel compliance with this Agreement. No modification of this Agreement is effective unless in writing and signed by both parties. The obligations and benefits of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and representatives.\nBy: By:\nDate: Date:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 70 - ], - [ - 70, - 143 - ], - [ - 143, - 182 - ], - [ - 182, - 265 - ], - [ - 265, - 343 - ], - [ - 343, - 509 - ], - [ - 509, - 569 - ], - [ - 570, - 909 - ], - [ - 910, - 1039 - ], - [ - 1039, - 1291 - ], - [ - 1291, - 1761 - ], - [ - 1761, - 1987 - ], - [ - 1987, - 2281 - ], - [ - 2282, - 2391 - ], - [ - 2391, - 2840 - ], - [ - 2840, - 3014 - ], - [ - 3015, - 3102 - ], - [ - 3102, - 3190 - ], - [ - 3190, - 3317 - ], - [ - 3317, - 3440 - ], - [ - 3440, - 3513 - ], - [ - 3513, - 3592 - ], - [ - 3592, - 3884 - ], - [ - 3885, - 4045 - ], - [ - 4045, - 4367 - ], - [ - 4367, - 4550 - ], - [ - 4550, - 4657 - ], - [ - 4657, - 4950 - ], - [ - 4950, - 5182 - ], - [ - 5182, - 5275 - ], - [ - 5275, - 5445 - ], - [ - 5446, - 5453 - ], - [ - 5454, - 5465 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 22 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.startupprofessionals.com/linked/non-disclosure-agreement-mutual-generic-blank.pdf" - }, - { - "id": 309, - "file_name": "non-disclosure-agreement-template-netherlands-may-2012.pdf", - "text": "Mutual Non-Disclosure Agreement\nThis AGREEMENT is made the [ ] day of\nBETWEEN:\n(1) XXX (the \u201cVendor\u201d); and\n(2) The companies and Individuals whose names are set out in the attached schedule (the \u201cBuyer\u201d). Together the \u201cParties\u201d.\nWHEREAS:\n(1) The Buyer is proposing to purchase a company from the Vendor (the \u201cTarget\u201d).\n(2) The Parties wish to exchange information to facilitate this.\n(3) After an initial investigation period the Parties intend to enter into a letter of intent and, in time, a formal Sale and Purchase Agreement.\nIt is AGREED:\n1. For the purposes of this agreement:\n(a) \u201cDisclosing Party\u201d means the party disclosing any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Disclosing Party\n(b) \u201cRecipient\u201d means the party receiving any Information, and shall include any entity that owns or controls, is owned or controlled by or under common ownership or control with the Recipient.\n(c) \u201cMaterials\u201d means media of any nature on which information is stored or represented;\n(d) \u201cInformation\u201d means:\n(i) Disclosing Party\u2019s non-public information and material of whatever nature relating to the Disclosing Party\u2019s activities, undertakings, technology, know-how, intellectual property, assets, positions, strategy and products (including without limitation information relating to management, financial, marketing, commercial, technical and other arrangements of the Disclosing Party and the affairs of its clients, current, former or prospective customers and suppliers) and/or the Materials which is obtained by the Recipient or any Designated Person as a result or in consequence of access to or inspection of the Materials by the Recipient or any Designated Person or which is provided to the Recipient or any Designated Person either in writing or in pictorial or machine-readable form or orally from or pursuant to discussions with the management, employees or officers of the Disclosing Party, or any agent, contractor or adviser to the Disclosing Party;\n(ii) any reports, analyses, data, plans, compilations, studies and other documents prepared by the Recipient, its employees, agents or advisers which contains or otherwise reflects or are generated from any such information as is specified in paragraph (i) above and the contents thereof;\n(iii) the contents of this agreement.\n2. In consideration of Information being made accessible or available to the Recipient or to any of the Recipient\u2019s directors, officers, employees, advisers or agents, the Recipient undertakes to the Disclosing Party as follows:\n3. The Recipient will use the Information only for the purpose of collaboration or trade with the Disclosing Party and shall not otherwise use or exploit any of the information for its own or any other person\u2019s gain, benefit or purpose and, in particular but without limitation, it will not use any of the Information for commercial or competitive purposes.\n4. The Recipient will not (directly or indirectly) at any time, without the Disclosing Party\u2019s prior written consent, disclose or reveal or permit access to the Information, in whole or in part, to any person other than its employees and agents with a need to know in connection with the performance of the collaboration or trade with the Disclosing Party.\n5. The Recipient will treat and safeguard as private and confidential and take reasonable steps necessary or desirable to maintain the confidentiality and security of all Information received at any time by it.\n6. The Recipient will not in any form or manner copy or reproduce or part with possession of any Information or Materials or any other documents or other material or data made available to it or disclosed or procured to be disclosed by the Disclosing Party except as consistent with its obligations under this agreement and in particular (but without limitation) its obligations under paragraphs 3, 4 and 5 above.\n7. All of the Information shall remain the property of the Disclosing Party and the disclosure of such Information and the Recipient access to the Materials shall not be deemed to confer upon the Recipient any rights or licence whatsoever in respect of any part of the Information or Materials.\n8. If the Disclosing Party so requests in writing at any time, the Recipient will forthwith return to the Disclosing Party or destroy all Information and Materials together with all copies, records, analyses, memoranda or other notes to the extent containing or reflecting any of the Information made by it or its directors, officers, employees, agents of advisers. In addition the Recipient, its directors, officers, employees, agents and advisers will erase all Information from any computer, word processor or other device containing Information in its or their possession, custody or control.\n9. The confidentiality obligations and undertakings set out in this agreement do not apply to:\n(a) information which now is or hereafter comes into the public domain, otherwise than by reason of a breach of this agreement; or\n(b) information the disclosure of which is required by law provided that if the Recipient, its agents, advisers, or employees become legally obligated to disclose such information, prompt notice of such fact shall be given to the Disclosing Party, to the extent permitted by law, prior to making any disclosure so that the Disclosing Party may seek an appropriate remedy to prevent such disclosure or waive compliance with the provisions of this agreement and the Recipient, its directors, officers, employees, agents and advisers shall fully co-operate with the Disclosing Party if the Disclosing Party elects to challenge the validity of such requirement and/or take such steps as the Disclosing Party may reasonably require to avoid or limit such disclosure.\n(c) information made available to the Recipient from other sources without obligation of confidentiality.\n(d) information that is already in the possession of or independently developed by the Recipient.\n10. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness or reasonableness of the Information or Materials, and the Recipient agrees that neither the Disclosing Party nor any of its respective directors, officers, employees, advisers and agents shall have any liability to it, its directors, officers, employees, advisers or agents resulting from the furnishing or use of the Information or Materials. In furnishing or making available the Information or Materials, the Disclosing Party undertakes no obligation to provide the Recipient, its directors, officers, employees, advisers or agents with access to any additional information or to update the Information or Materials or correct inaccuracies therein which may become apparent and neither the Disclosing Party nor any other person shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement contained in or omitted from the Information or Materials, whether caused by the negligence of the Disclosing Party or otherwise.\n11. The Recipient agrees to indemnify, and to keep indemnified, each of the Disclosing Party, its directors, officers, employees, advisers and agents and each of them against all actions, claims, liabilities, damages, costs, charges and expenses which the Disclosing Party, its directors, officers, employees, advisers and agents (or any of them) may suffer or incur in connection with or arising out of any breach by the Recipient or by any other person to whom the Recipient has disclosed or given access to any part of the Information, of any of the provisions of this agreement.\n12. Should any provision of this agreement become illegal or void for any reason, the validity of the remaining provision shall not be affected and the Recipient shall enter into negotiations in good faith with the Disclosing Party to find a replacement for the provision which is of similar economic effect to both parties.\n13. No forbearance or failure by the Disclosing Party to exercise or assert or claim any right or entitlement hereunder shall be construed (in the absence of a written agreement to waive or a written confirmation of a past waiver) as a waiver of that right or entitlement. No waiver of any breach of any term of this agreement shall (unless expressly agreed in writing by the Disclosing Party) be construed as a waiver of a future breach of the same term or as authorising a continuation of a particular breach.\n14. The Recipient recognises and acknowledges the Disclosing Party\u2019s representation of the competitive value and confidential nature of the Information and Materials and that any use or disclosure of the Information or Materials other than as expressly authorised by this agreement will be detrimental to the Disclosing Party, and may result in the Disclosing Party suffering substantial and irreparable loss and damage. Without affecting any other rights or remedies that any party may have, the Recipient acknowledges and agrees that due to the character of the Information to be made available hereunder, damages would not be an adequate remedy for any breach by it or any of its directors, officers, employees, agents or advisers of the provisions of this agreement, and that the Disclosing Party will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this agreement by the Recipient or any of its directors, officers, employees, agents or advisers and that no proof of special damage or special damages shall be necessary for the enforcement of this agreement. Nothing contained in this paragraph shall, however, be construed as a waiver by the Disclosing Party of any other rights, including without limitation, rights for damages.\n15. The Recipient acknowledges and agrees that its obligations under this agreement shall be continuing and, in particular, they shall survive the termination of this Agreement and shall not be affected by any discussions between the Recipient and the Disclosing Party regarding the Information or Materials.\n16. The Disclosing Party retains sole ownership and title to the Information and Materials at all times. The Recipient shall keep the Materials free of liens, attachments, and other encumbrances.\n17. The provisions contained in this letter shall be governed by and construed in accordance with English law and each of the parties hereto submits to the exclusive jurisdiction of the English courts in relation hereto.\n18. The Parties agree that the Buyers have either (i) had access to the Vendor\u2019s key personnel or (ii) may have access to the Vendor\u2019s key personnel in the course of this transaction ( \u201cKey Personnel\u201d being those employees who have senior or strategic positions within the Target). The Buyers agree that they will not (collectively or individually and/ or either directly or indirectly) solicit the employment or engagement or attempt to solicit the employment or engagement of the Key Personnel or otherwise employ or engage any of the Vendors Key Personnel (other than in the Target or otherwise following the successful acquisition of the Target) in any capacity whatsoever for 12 months following the date of this letter or the date on which the proposed acquisition is aborted (whichever is the latter).\n19. In default of any of the above obligations and stipulations, the Buyers shall immediately forfeit a fine payable to the Vendor, without a warning or notice of default being required, to the amount of 250,000 Euro without prejudice to the Buyers' obligation to compensate the Vendor fully for damages sustained. Note this penalty clause may not be enforceable in all jurisdictions.\nIN WITNESS WHEREOF the parties hereto have executed this document the day and year first above written.\nSigned by\nfor and on behalf of\n[INSERT NAME]\nBy: __________________________ By: __________________________\nName: Name:\nTitle: Title:\nSigned by\nfor and on behalf of\nThe Company\nBy: __________________________ By: __________________________\nName: Name:\nTitle: Title:\nSchedule 1\nInformation Relating to Non-Disclosure Agreement\nEFFECTIVE DATE:\nCOMPANY NAME:\nREGISTERED OFFICE:\nCOMPANY REGISTRATION NO:\nVAT NO:\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 69 - ], - [ - 70, - 78 - ], - [ - 79, - 106 - ], - [ - 107, - 205 - ], - [ - 205, - 228 - ], - [ - 229, - 237 - ], - [ - 238, - 318 - ], - [ - 319, - 383 - ], - [ - 384, - 529 - ], - [ - 530, - 543 - ], - [ - 544, - 582 - ], - [ - 583, - 790 - ], - [ - 791, - 984 - ], - [ - 985, - 1073 - ], - [ - 1074, - 1098 - ], - [ - 1099, - 2058 - ], - [ - 2059, - 2312 - ], - [ - 2312, - 2347 - ], - [ - 2348, - 2385 - ], - [ - 2386, - 2614 - ], - [ - 2615, - 2972 - ], - [ - 2973, - 3329 - ], - [ - 3330, - 3540 - ], - [ - 3541, - 3954 - ], - [ - 3955, - 4249 - ], - [ - 4250, - 4616 - ], - [ - 4616, - 4846 - ], - [ - 4847, - 4941 - ], - [ - 4942, - 5072 - ], - [ - 5073, - 5834 - ], - [ - 5835, - 5940 - ], - [ - 5941, - 6038 - ], - [ - 6039, - 6499 - ], - [ - 6499, - 7151 - ], - [ - 7152, - 7734 - ], - [ - 7735, - 8059 - ], - [ - 8060, - 8333 - ], - [ - 8333, - 8571 - ], - [ - 8572, - 8993 - ], - [ - 8993, - 9736 - ], - [ - 9736, - 9907 - ], - [ - 9908, - 10216 - ], - [ - 10217, - 10322 - ], - [ - 10322, - 10412 - ], - [ - 10413, - 10633 - ], - [ - 10634, - 10684 - ], - [ - 10684, - 10732 - ], - [ - 10732, - 10916 - ], - [ - 10916, - 11442 - ], - [ - 11443, - 11758 - ], - [ - 11758, - 11827 - ], - [ - 11828, - 11931 - ], - [ - 11932, - 11941 - ], - [ - 11942, - 11962 - ], - [ - 11963, - 11976 - ], - [ - 11977, - 11981 - ], - [ - 11981, - 12008 - ], - [ - 12008, - 12012 - ], - [ - 12012, - 12038 - ], - [ - 12039, - 12050 - ], - [ - 12051, - 12064 - ], - [ - 12065, - 12074 - ], - [ - 12075, - 12095 - ], - [ - 12096, - 12107 - ], - [ - 12108, - 12112 - ], - [ - 12112, - 12139 - ], - [ - 12139, - 12143 - ], - [ - 12143, - 12169 - ], - [ - 12170, - 12181 - ], - [ - 12182, - 12195 - ], - [ - 12196, - 12206 - ], - [ - 12207, - 12246 - ], - [ - 12246, - 12255 - ], - [ - 12256, - 12271 - ], - [ - 12272, - 12285 - ], - [ - 12286, - 12304 - ], - [ - 12305, - 12329 - ], - [ - 12330, - 12337 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 26, - 44 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 16, - 17 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 43 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 27, - 28 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 16, - 17 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 50 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29, - 31 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.warwicklegal.com/files/publicationCategory/non-disclosure-agreement-template-netherlands-may-2012.pdf" - }, - { - "id": 311, - "file_name": "non-disclosure-agreement-to-public-tender-for-fleet-and-bus-services-f-2854607.pdf", - "text": "Non-Disclosure Agreement\n Moscow ___.___.2016\nThe Autonomous Non-profit Organization Local Organizing Committee-2018 (hereinafter \u00abthe Client\u00bb) and The Company____________________________, (hereinafter \u00abThe Company\u00bb) represented by_____________________, acting on________________________________,\nseeking to ensure The Company's eligibility for the Public tender ______________________ (\u041e\u0422/12) held by the Client (hereinafter \u201cthe Project\u201d), have entered into this Nondisclosure Agreement.\n1. WHAT CONSTITUTES CONFIDENTIAL INFORMATION\nThe Company undertakes to consider as confidential any confidential, private, internal information, trade secret or other classified information, materials or samples that The Company receives, sees, hears or that it studies in writing or learns about in some other way in connection with the Project, and that relates to the Client or any of its affiliates or subsidiaries, irrespective of whether such information, such materials or samples were received from the Client, its affiliates or subsidiaries or from third parties on the Client\u2019s instructions (hereinafter the \u201cConfidential Information\u201d). All information obtained through a statement, processing, generalizations or analytical calculations from the Confidential Information is also confidential.\n2. WHAT DOES NOT CONSTITUTE CONFIDENTIAL INFORMATION\nInformation does not constitute Confidential Information if: (\u0430) it is in the public domain or enters the public domain through no fault of The Company; (b) it was known to The Company before it was provided by the Client, which is confirmed by The Company\u2019s documents; (c) it was disclosed to The Company by a third party that has not assumed any non-disclosure undertakings before the Client, which is confirmed by The Company\u2019s documents or the documents of said third party; or (d) it was independently developed by The Company without the use of the Confidential Information, which is confirmed by The Company\u2019s documents. The Client is not required to consider as confidential any information provided by The Company under this Agreement.\n3. WHEN THE COMPANY IS ENTITLED TO RECEIVE THE CONFIDENTIAL INFORMATION\nThe Company is entitled to receive the Confidential Information from the date indicated in Appendix A as the \u201cCommencement Date of the Provision of the Confidential Information\u201d prior to the expiration of one year after said date or before the completion of the Project, depending on whichever comes later. The Client shall provide the Confidential Information at its own discretion and is not required to provide any information under this Agreement. The Company shall not acquire any rights to the Confidential Information, with the exception of rights for usage of the Confidential Information for the purpose of Project implementation\n4. HOW THE COMPANY SHOULD PROTECT THE CONFIDENTIAL INFORMATION\nThe Company undertakes to act in good faith for the purpose of protecting the confidentiality of the Confidential Information. This undertaking means that (\u0430) The Company undertakes to disclose the Confidential Information solely in the instances permitted by sections 5 and 6 of this Agreement or with the preliminary written consent of the Client; b) The Company undertakes to use the Confidential Information solely in the instances when this is required in connection with the Project, and not to use it in any other way for the purpose of deriving its own benefit; and (c) The Company undertakes to take all reasonable measures for the purpose of preventing the unintentional disclosure of the Confidential Information. The Company undertakes to report attempts by unauthorized persons to obtain the Confidential Information, the loss or shortfall in the media containing such information, and also other facts that could impair the activities of the Client, and also attempts by third parties to use or disclose the Confidential Information within 2 (Two) working days of the actual receipt of the information on these attempts.\n5. WHO IS ENTITLED TO HAVE ACCESS TO THE CONFIDENTIAL INFORMATION\nThe Company undertakes to provide access to the Confidential Information solely: (\u0430) to its employees who require access to the Confidential Information to perform the Project; and (b) to its authorized representatives and subcontractors, who (i) require access to the Confidential Information to implement the Project, and who (ii) had been approved in advance in writing by the Client to perform the work on the Project, and (iii) have signed non-disclosure agreements, reflecting the actual transfer of such Confidential Information and establishing the procedure for its use, at the very least on terms and conditions analogous to the terms and conditions of this Agreement.\nThe Company undertakes to provide access to the Confidential Information solely to THE COMPANY representatives, as they are defined below, for the purpose of conducting negotiations, contract preparation and taking part in the work under the Contract for the Client, as well as reviewing the quality of procedures, and THE COMPANY professional consultants on confidential terms and conditions analogous to terms and conditions of this Agreement, for the purpose of THE COMPANY getting necessary consultation in connection with the implementation of the Project.\nAt the same time, \u201cTHE COMPANY Representatives\u201d \u2013 are THE COMPANY as the Party under this Agreement; all member firms of the network affiliated with THE COMPANY International Cooperative and all controlled by such member firms individuals, including all partners, directors, employees and agents of such member firms and controlled by such individuals, and \u201cTHE COMPANY Representative\u201d means any of the mentioned above. THE COMPANY ensures that every THE COMPANY Representative and THE COMPANY professional consultant, having access to the Confidential Information above, is informed about terms and conditions of this Agreement and complied with them.\nFurther to the request of the Client, The Company within 5 days should submit a report on the access of third parties to the Confidential Information, including the surname of the employee/name of the counterparty, the materials studied thereby, the grounds for the need to study them, the date and time of receipt and return of such materials. The Company is liable for the compliance by said individuals with confidentiality requirements.\n6. WHEN THE COMPANY IS ENTITLED TO DISCLOSE CONFIDENTIAL INFORMATION TO THIRD PARTIES\nIf The Company is required to disclose the Confidential Information in accordance with a court decision or resolution of the state authority, it should notify the Client thereof as soon as possible (other than instances where The Company by law may not provide such notice). The Company shall only have the right to disclose such Confidential Information in the scope required for the performance of this decision or resolution. At the same time, the Confidential Information remains Confidential Information protected in full by this Agreement.\n7. HOW LONG THE COMPANY SHOULD ENSURE THE CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION\nThe Company should protect the Confidential Information for five years since the Commencement Date of the Provision of the Confidential Information, or (if the Project lasts more than one year) for five years after the completion of the Project. In addition, the Client shall have the right to indicate to The Company in writing any Confidential Information that it deems a trade secret. In this instance The Company undertakes to honor the confidentiality of said Confidential Information for an unlimited term or at the very least for as long as such Confidential Information remains a trade secret.\n8. WHAT HAPPENS TO THE CONFIDENTIAL INFORMATION AFTER THE COMPLETION OF THE PROJECT\nAfter the completion of the Project or further to the demand of the Client, The Company undertakes to take all reasonable measures to delete any Confidential Information from its archives (including electronic archives) and to return it to the Client (or to delete it or destroy it with the permission of the Client), with the exception of instances where:\n\uf0b7 Confidential Information is required by THE COMPANY for the purpose of disclosures preparation, stipulated by 5 clause of this Agreement; and\n\uf0b7 if THE COMPANY comes to an informed decisions that part of Confidential Information will stay at THE COMPANY disposal for the purpose of supporting the delivery of THE COMPANY consulting services, preparation of reports and disclosures by THE COMPANY in connection with the implementation of the Project for the Client;\n\uf0b7 Electronic copies, created as a part of regular automatic data backup. The Company shall have the right to save one copy of each document containing the Confidential Information in its reliably protected archives of legal documents. Where necessary, the Parties undertake to consult each other in good faith in order to approve any suitable alternative procedures.\n9. BAN ON ASSOCIATION WITH THE CLIENT The Company shall have no right without the written consent of the Client to communicate to any third parties (with the exception of instances of information disclosure further to the demand of the authorized representatives in accordance with the effective legislation of the Russian Federation) information that it is (or shall be) the Client\u2019s counterparty or otherwise associate itself or its activities with the Client or with the activities of the Client (the organization and staging of the 2018 FIFA World Cup and the FIFA Confederations Cup 2017).\n10. WHAT IS THE LIABILITY OF THE SUPPLIER FOR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT\nThe Company is fully aware that the Client could incur losses as a result of the violation of this Agreement. Consequently, in the event of the disclosure of information related to the Confidential Information, THE COMPANY undertakes liability for any real damage suffered by the Client, and occurred directly by disclosure of Confidential Information on behalf of THE COMPANY in violation of this Agreement, however, the amount of reimbursement will be defined in accordance with the Consulting Services Agreement, in relation to which Confidential Information was provided by the Client. Under no circumstances THE COMPANY shall reimburse the Client against lost profit and consequential damages. In order to receive reimbursement of real damage, suffered by the Client in connection to this Agreement, the Client shall provide THE COMPANY with documents and/or other proof, confirming the presence and amount of real damage.\n11. HOW THIS AGREEMENT IS INTERPRETED AND AMENDED\nThis Agreement is governed by the legislation of the Russian Federation. In addition, the Parties desire that this Agreement be construed based on the fundamental principles of good faith, reasonable performance of commercial activities and the importance of the Confidential Information. This Agreement represents the entire agreement of the Parties in respect of Confidential Information related to the Project and applies to the affiliates of each of the Parties. If the Client provides Confidential Information belonging to any of its affiliates, subsidiaries or third party, such individuals or legal entities are third parties that have corresponding rights under this Agreement. This Agreement may be amended through the compilation of additional agreements signed by both Parties.\n(The Client)\nAutonomous Non-Profit Organization\nLocal Organizing Committee-2018\nLegal address: 7, Narodnaya Street, Moscow 115172\nSignature: _____________________________\nFull name\nPosition:\nDate: ____ ________ 2016\n(The \u201cCompany\u201d)\nLegal address:\nSignature: _____________________________\nFull name:\nPosition:\nDate: ____ ________ 2016\nAPPENDIX A TO NON-DISCLOSURE AGREEMENT No. ___\nDate solely for the statement: _______\nThe Autonomous Non-Profit Organization Local Organizing Committee-2018 (hereinafter the \u201cClient\u201d) and the \u0421ompany_________________________________________________________ _______________________________________________, have approved the description of the Project (this Appendix A to the Non-Disclosure Agreement)\nDescription of the Project\nAll documents and/or information directly or indirectly related to the performance of the aforementioned project are confidential, including, but not limited to:\n- Documentation of Public Tender No. \u041e\u0422/12, including all annexes and clarifications.\n- Name of the Client company;\n- Statement of Work and characteristics included in the Public Tender Documentation.\nCommencement Date of the Provision of the Confidential Information:\n_______________________________\n(The Client)\nAutonomous Non-Profit Organization\nLocal Organizing Committee-2018\nLegal address: 7, Narodnaya Street, Moscow 115172\nSignature: _____________________________\nFull name:\nPosition:\nDate: ____ ________ 2016\n(The \u201cCompany\u201d)\n______________________________________\nLegal address: __________________________\nSignature: _____________________________\nFull name: _____________________________\nPosition: Director\n", - 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"nda-5": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 34, - 35, - 36, - 37, - 38 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 28 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://resources.fifa.com/image/upload/non-disclosure-agreement-to-public-tender-for-fleet-and-bus-services-f-2854607.pdf?cloudid=wizz7vf3fsjpjcxsd5uv" - }, - { - "id": 312, - "file_name": "nondisclosure-Engl.pdf", - "text": "[European Space Agency]\nand\n[Contractor]\nNon-Disclosure Agreement\nESA Contract No. [ ]\nNon-Disclosure Agreement\nTHIS AGREEMENT is made on 200[ ]\nBETWEEN:\n(1) [The European Space Agency, established by the Convention of the European Space Agency1975, whose headquarters are located at 8-10 rue Mario Nikis, 75738 Paris, Cedex 15 \u2013 France] (the \u201cAgency\u201d),\nand\n(2) [ ] [a [French] company whose registered number is [ ] and whose registered address is [ ]] (the \u201cContractor\u201d)\nWHEREAS\n(A) The Agency has entered into a contract with the Contractor dated [ ] (the \u201cContract\u201d) and both the Contractor and the Agency need to exchange certain information and documentation to enable completion of the Contract.\n(B) Both the Agency and the Contractor have agreed to provide information and documentation on general terms set out in the Contract and this Non-Disclosure Agreement further confirms and supplements those terms.\n(C) This Non-Disclosure Agreement is entered into since information and documentation may need to be circulated to individuals not employed by the Agency or the Contractor and so not bound by the Contract.\nTHE PARTIES AGREE AS FOLLOWS:\n1. Definitions\n1.1 \u201cAgency Authorised Persons\u201d means those persons named by the Agency who have agreed to be bound by the terms of this agreement and who confirmed their agreement by signing Appendix 1;\n\u201cAuthorised Persons\u201d means those persons named by the Contractor who have agreed to be bound by the terms of this agreement and who confirmed their agreement by signing Appendix 1;\n\u201cAuthorised Purpose\u201d means the work to be performed under the Contract [as specifically described in Appendix 1];\n\u201cDisclose\u201d means the distribution, circulation, supply or communication of information or Documentation either by means of verbal, electronic or hardcopy means;\n\u201cDocumentation\u201d means all media on which information or data of any description is recorded including all paper documents and electronic communications whether in electronic or hard copy form;\n\u201cIntellectual Property Rights\u201d means all registered intellectual property rights and unregistered intellectual property rights granted by law including all patents, trade marks, design rights, data base rights, topography rights, know-how and trade secrets or equivalent rights or rights of action anywhere in the world;\n\u201cProprietary Information\u201d means any information the provider states to be sensitive, confidential or for restricted use together with all Documentation marked \u201cProprietary Information\u201d.\n1.2 In the event of any conflict between this agreement and the Contract the terms and conditions of the Contract shall prevail.\n2. Disclosure\n2.1 In consideration for the Agency supplying Proprietary Information to the Contractor, the Contractor shall\na) only Disclose the Proprietary Information to Authorised Persons and to no other person;\nb) ensure that only Authorised Persons use, Disclose or copy (in hardcopy form or electronic form) the Proprietary Information to the extent strictly necessary for the Authorised Purpose and for no other purpose.\n2.2 In consideration for the Contractor supplying Proprietary Information to the Agency the Agency shall:\na) only Disclose the Proprietary Information to the Agency Authorised Persons and to no other person; and\nb) ensure that only the Agency Authorised Persons use, Disclose or copy (in hardcopy form or electronic form) the Proprietary Information to the extent strictly necessary for the Authorised Purpose and for no other purpose.\n2.3 The obligations in this agreement shall not apply to Proprietary Information:\na) which at the time of circulation has already entered the public domain or which after circulation enters the public domain (other than through a breach of this agreement);\nb) which at the time of circulation is already known by the receiving party (as evidenced in writing) and is not hindered by any obligation not to circulate;\nc) which is later acquired by the receiving party from another source and is not hindered by any obligation not to circulate;\nd) which is required to be circulated by law or order of a court of competent jurisdiction.\n2.4 Both, the Agency and the Contractor agree that all Proprietary Information shall remain the property of the owner and that any Intellectual Property Rights subsisting in and protecting the Proprietary Information are owned and licensed as set out in the Contract and nothing in this agreement shall grant, convey or transfer to the Contractor, an Authorised Person, Agency Authorised Person or any company, firm or person any right, title, licence or interest in such Proprietary Information.\n3. Storage\nBoth the Agency and the Contractor shall:\na) keep all Proprietary Information supplied by the other party (and all results, information, data or documentation based thereon) separate from all other records at its usual place of business;\nb) not use, reproduce, transform, or store any of the Proprietary Information supplied by the other party in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside its usual place of business;\nc) keep a written record of the physical and electronic location of all Proprietary Information used by Authorised Persons and Agency Authorised Persons, a record of when and how many copies are made and destroy copies which are unused;\nd) take every reasonable precaution and step to ensure that the Proprietary Information supplied by the other party is secure and protected from unauthorised access and use.\n4. Further Assurances\n4.1 At the request of the supplier of the Proprietary Information the receiving party shall immediately return all Proprietary Information which the receiving party (or an Authorised Person/Agency Authorised Person) has in its possession, custody or control including all materials (in hardcopy or electronic form) that incorporate any part of the Proprietary Information and, if required, destroy any copies of such Proprietary Information and materials and certify in writing that such destruction has been completed.\n4.2 Both the Agency and the Contractor shall promptly inform the other party if it is aware that any Proprietary Information supplied by the other party may have been accessed, used, distributed, circulated, supplied or copied in breach of this agreement and shall provide any assistance the other party may reasonably require to investigate such unauthorised access, use, distribution, circulation or copying and prevent further such unauthorised activities.\n5. Notices\n5.1 Notification under this agreement should be sent to:\nName\nAddress\nTelephone\nFax\ne-mail\nFor the Agency For the Contractor\n5.2 Notification sent under this agreement shall be deemed valid and effective when received by mail, fax or e-mail providing there is written confirmation of receipt.\n6. Termination\n6.1 The Agency may terminate this agreement at any time by notice in writing if;\na) the Contractor becomes insolvent, ceases to carry out its business, has a receiver, liquidator, administrative receiver, administrator, trustee or other similar officer appointed over the whole or part of its assets or an order is made or a resolution passed for the winding up of the Contractor (save for a solvent winding up as part of a bona fide reconstruction or amalgamation); or\nb) the Contractor commits a breach of this agreement or of the Contract which is material and not capable of remedy or which is capable of remedy but which is not remedied within 60 days of notice to the Agency.\n6.2 The Contractor may terminate this agreement if the Contract is cancelled by the Agency for some reason other than the fault of the Contractor.\n7. Miscellaneous\n7.1 Both the Agency and the Contractor make no representation and give no warranty concerning the accuracy, format (either in hard copy or electronic form) suitability or fitness for purpose of the Proprietary Information supplied under this agreement. Neither the Agency nor the Contractor shall be liable in any form for any loss, damage or expenses incurred an Authorised Person or Agency Authorised Person which result either directly or indirectly from the accessing, using, distributing, circulating, supplying or copying the Proprietary Information supplied under this agreement unless such loss, damage or expense cannot be excluded by agreement under the governing law of this agreement.\n7.2 This agreement is for the benefit of the Agency and Contractor and no right, title, licence or interest obtained by virtue of the agreement may be assigned or licensed by an Authorised Person or Agency Authorised Person without the prior written consent from the supplier of the Proprietary Information. For the avoidance of doubt, no rights under this agreement pass to successors in title to the Agency, Contractor, or any Authorised Person or Agency Authorised Person.\n7.3 For the avoidance of doubt, all obligations in this agreement concerning the access, use, distribution, circulation and copying of Proprietary Information supplied by the Agency and the Contractor remain valid and enforceable following completion of the Contract.\n7.4 No amendment made to this agreement shall be binding or effective unless made in writing and signed by both the Agency and the Contractor.\n8. Governing Law/Disputes\n8.1 The validity, construction and performance of this agreement shall be governed by the laws of [France].\n8.2 All disputes arising out of or in connection with this agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.\nIN WITNESS whereof this agreement has been executed on the date first above written\nSigned by [ ] Signed by [ ]\nfor and on behalf of for and on behalf of\nthe [European Space Agency] the [Contractor]\nDate: Date:\nAppendix 1\nAuthorised Persons\nThe following individuals named by the Contractor have read and understood the terms and conditions of this Non-Disclosure Agreement dated [ ] and their signature confirms agreement to be bound by its terms.\nContractor Employees\nName Signature Address Date\nContractor Third Parties\nName Signature Address Date\nAgency Authorised Persons\nThe following individuals named by the Agency have read and understood the terms and conditions of this Non-Disclosure Agreement dated [ ] and their signature confirms agreement to be bound by its terms.\nAgency Employees\nName Signature Address Date\nAgency Third Parties\nName Signature Address Date\nApproved Purpose\nThe Agency agrees to supply Proprietary Information for the sole purpose of completing [ ].\n", - 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NON-DISCLOSURE\na) The information shall be deemed the exclusive property of the furnishing party. The information and all copies thereof shall be returned to the furnishing party upon the furnishing party\u2019s request. The receiving party will not use the information for any purpose other than in accordance with the terms of this Agreement.\nb) The receiving party shall use the same degree of care as it uses with its own propriety information to protect and maintain the confidentiality of the information of the furnishing party. The receiving party understands that he/she may review sensitive member information and trade secrets, and agrees to maintain confidentiality of all information.\nc) The receiving party agrees it will not allow any of its employees, agents, representatives, affiliates or any other person(s) to disclose or use any of the information of the furnishing party, except in accordance with the terms of the Agreement.\nd) If the receiving party or any of its employees, agents, representatives, affiliates or any other person(s) shall attempt to use or dispose of any of the information of the furnishing party in a manner contrary to the terms of this Agreement, the furnishing party shall have the right, in addition to such other remedies, which may be available to it, to injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies are inadequate.\ne) The information is being furnished and/or disclosed for the sole purpose of examining the feasibility of a contract or a business relationship between the individual(s) identified above and the information is not to be disseminated by the receiving party to any other individual or entity and is not to be used by the receiving party for any other purpose\nf) All information shall be destroyed or returned to the furnishing party whenever any of the Parties so request in writing or upon termination of this Agreement for any reason. Any Party who disclosed information to another party or entity (e.g., employees, representatives, affiliates or independent contractors) must assure that all such parties or entities return or destroy said information. If any of the Parties so requests in written or upon the termination of this Agreement for any reason.\ng) The Parties are aware of and understand Member Confidentiality as referred to in Section 264 of the Health Insurance Profitability and Accountability Act of 1996 (HIPPA). All member information is considered highly sensitive and may not be disseminated.\nh) ACBN Executive Board members, employees, subject-matter experts (SMEs), and all those with access to confidential exam information are prohibited from developing or delivering examination preparation products and are not eligible to take the examination during their tenure and for a period of two years following the end of their access to examination content.\n2. NOTICES\n In all notices, requests, consents, demands and other communications provided for by this Agreement shall be in writing and shall (unless otherwise specifically provided herein) be deemed given when mailed first class mail at any general or branch post office enclosed in a registered or certified postpaid envelope, addressed to the address of the parties set forth above, or to such changed addresses as such parties may have fixed by notice, provided, however that any notice of change in address shall be effective only upon receipt.\n3. NON-CIRCUMVENTION\n This Agreement prohibits one or all parties from independently contacting or contracting with individuals and/or corporations that were identified by either of the parties involved in this Agreement during the course of discussions, negotiations or the exchange of information.\n4. MISCELLANEOUS\na) This Agreement may not be changed, modified or amended except by writing and signed by the party changed, and this Agreement may not e discharged except by performance in accordance with its terms.\nb) This Agreement sets forth the entire Agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all other prior discussions, agreements and understandings of any kind and every nature between them.\nc) The individuals executing this Agreement and on behalf of\n ____________________________________________ do each hereby represent and warrant that they respectively have been and are on the date of this agreement duty authorized by all necessary appropriate corporate action to executive this Agreement on behalf of their respective principals.\nd) Either Party may terminate the obligation to provide or exchange business, technical, marketing or other information pursuant to this Agreement for any reason upon thirty (30) days prior notice to the other Party. The provisions of Section 1 shall survive termination of this Agreement and shall remain in full force and effect.\nIN WITNESS WHEREOF, the Parties hereto caused this Agreement to be executed as of the dates set forth below.\nBy______________________________ By___________________________ (Signature) (Signature)\nName:___________________________ Name: Dr. Elicia Rosen-Fox\nTitle_______________________ ______ Title: President .\n\u200b\nDate_____________________________ Date:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 91 - ], - [ - 91, - 134 - ], - [ - 134, - 152 - ], - [ - 152, - 753 - ], - [ - 754, - 810 - ], - [ - 811, - 828 - ], - [ - 829, - 912 - ], - [ - 912, - 1030 - ], - [ - 1030, - 1153 - ], - [ - 1154, - 1345 - ], - [ - 1345, - 1506 - ], - [ - 1507, - 1756 - ], - [ - 1757, - 2222 - ], - [ - 2223, - 2581 - ], - [ - 2582, - 2760 - ], - [ - 2760, - 2979 - ], - [ - 2979, - 3081 - ], - [ - 3082, - 3256 - ], - [ - 3256, - 3338 - ], - [ - 3339, - 3703 - ], - [ - 3704, - 3714 - ], - [ - 3715, - 3716 - ], - [ - 3716, - 4253 - ], - [ - 4254, - 4274 - ], - [ - 4275, - 4276 - ], - [ - 4276, - 4553 - ], - [ - 4554, - 4570 - ], - [ - 4571, - 4771 - ], - [ - 4772, - 5019 - ], - [ - 5020, - 5080 - ], - [ - 5081, - 5082 - ], - [ - 5082, - 5127 - ], - [ - 5127, - 5366 - ], - [ - 5367, - 5584 - ], - [ - 5584, - 5698 - ], - [ - 5699, - 5807 - ], - [ - 5808, - 5841 - ], - [ - 5841, - 5871 - ], - [ - 5871, - 5894 - ], - [ - 5895, - 5928 - ], - [ - 5928, - 5954 - ], - [ - 5955, - 5991 - ], - [ - 5991, - 6009 - ], - [ - 6010, - 6011 - ], - [ - 6012, - 6046 - ], - [ - 6046, - 6051 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 1, - 2, - 3, - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 1, - 2, - 3, - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9, - 12, - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.acbn.org/nondisclosure.pdf" - }, - { - "id": 314, - "file_name": "nondisclosureagreement.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (this \"Agreement\") is entered into on by and between the undersigned parties on the date specified below.\nWHEREAS, either Party possesses certain confidential proprietary information; and\nWHEREAS, in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction (collectively, the \"Business Purposes\") between the two parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-venture, trading partners, employees and other organizations (hereinafter referred to as Affiliates), confidential proprietary information of one Party may become available to the other Party.\nWHEREAS, either Party desires to prevent the unauthorized use and disclosure of its confidential proprietary information.\nNOW THEREFORE, in consideration of these premises and for other good and valuable consideration, Receipt of which is hereby acknowledged, the parties agree as follows:\nI. \"Confidential Information\". For purposes of this Agreement, Confidential Information shall mean all strategic and development plans, financial condition, business plans, co-developer identities, data, business records, customer lists, project records, market reports, employee lists and business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by one Party or to which the other Party may be provided access by the disclosing Party or others in accordance with this Agreement, or which is generated as a result of , incidental to or in connection with the Business Purposes, which is not generally available to the public.\nII. Non-disclosure Obligations. The Receiving Party promises and agrees to receive and hold the Confidential Information in confidence. Without limiting the generality of the foregoing, the Receiving Party further promises and agrees:\nA. to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;\nB. not to use any of the Confidential Information except for the Business Purposes.\nC. not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by the Disclosing Party in accordance with this Non-Disclosure Agreement.\nD. not to use any Confidential Information to unfairly compete or obtain unfair advantage vis-a-vis Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes.\nE. to restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access to carry out the Business Purposes.\nF. to advise each of the persons to whom it provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information, and, upon Request of the Disclosing Party, to provide the Disclosing Party with a copy of a written agreement to that effect signed by such persons.\nG. to comply with any other reasonable security measures requested in writing by the Disclosing Party.\nH. To refrain from directly contacting or communicating by whatsoever means to the Source(s) of Information without written consent of the Disclosing Party.\nI. To undertake not to disclose any names and their particulars to third parties without the written consent by the Disclosing party.\nIII. Exceptions. The confidentiality obligations hereunder shall not apply to Confidential Information which:\nA. is, or later becomes, public knowledge other than by breach of the provisions of this Agreement; or\nB. is in the possession of the Party with the full right to disclose prior to its receipt from the Disclosing Party, as evidenced by written records; or\nC. is independently received by the Receiving Party from a third party, with no restrictions on disclosure.\nIV. Return of Confidential Information. The Receiving Party agrees, upon termination of the Business Purposes or upon the written request of the other Party, whichever is earlier, to promptly deliver to the other Party all records, notes, and other written, printed, or tangible materials in the possession of the Receiving Party, embodying or pertaining to the Confidential Information.\nV. No Right to Confidential Information.\nA. The Receiving Party hereby agrees and acknowledges that no license, either express or implied, is hereby granted to the Receiving Party by the other Party to use any of the Confidential Information.\nB. The Receiving Party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of the other Party directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the other Party, and the Receiving Party has no right or title thereto.\nVI. No Warranty. The Disclosing Party has not made and will not make any representation or warranty as to the accuracy or completeness of its Confidential Information or of any other information provided to the Receiving Party, and the Receiving Party agrees that the Disclosing Party shall have no liability resulting from the use of the Confidential Information or such other information.\nVII. No Commitment. The disclosure of Confidential Information does not, and is not intended to, represent a commitment by the Disclosing Party to enter into any business relationship with the Receiving Party or with any other entity. If the Parties desire to pursue business opportunities, they will execute a separate written agreement to govern such business relationship.\nVIII. Compelled Disclosure. If the Party faces legal action to disclose Confidential Information received under this Agreement, then the Party shall promptly notify the other Party in order that it may have the opportunity to intercede and contest such disclosure and, upon request, shall cooperate with the other Party in contesting such a disclosure. Except in connection with failure to discharge the responsibilities set forth in the preceding sentence, neither Party shall be liable in damages for any disclosures pursuant to such legal action.\nIX. Losses. The Receiving Party agrees to indemnify the other Party against any and all losses, damages, claims, or expenses incurred or suffered by the other Party as a result of the Receiving Party's breach of this Agreement.\nX. Communication: The two parties agree that the communication between the parties is considered delivered and reached other party if transmitted by fax or electronic means with proof of sending machine. The date of receiving the messages, notices or letters is the date of sending authenticated by the sending machine. All notices under this Agreement shall be deemed to have been duly given upon the mailing of the notice, postpaid to the addresses listed above, or upon the facsimile transmission, to the party entitled to such notice at the facsimile number set forth below.\nXI. Counterparts. Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, each of which shall be an original as against any party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.\nXII. No Solicitation of Employees. The Receiving Party agrees that it will not, for a period of five (5) years from the date of this Agreement, initiate contact with the other Party's employees in order to solicit, entice or induce any employee of the other Party to terminate an employment relationship with the other Party to accept employment with the Receiving Party.\nXIII. Term and Termination. This Agreement shall commence on the date first written above. The Receiving Party's right to use the Confidential Information in connection with the Business Purposes shall continue in effect until the period of one year from the date above or the other Party provides the Receiving Party with written notice of termination of such right, whichever is earlier. Notwithstanding the foregoing, the Receiving Party's obligations with respect to the Confidential Information hereunder shall continue in full force for at least five years from the termination date and/or effect until further notice from the other Party.\nXIV. Remedies. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate. Such right of the Disclosing Party shall be in addition to Remedies otherwise available to the Disclosing Party at law or in equity.\nXV. Entire Agreement.. This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this Agreement. This Agreement shall not be modified except by a writing duly executed on behalf of the party against whom such modification is sought to be enforced. Should any provisions of this Agreement be found unenforceable, the remainder shall still be in effect.\nXVI. No Waiver. The failure of either Party to require performance by the other Party of any provision of this Agreement shall in no way effect the full right to require such performance at any time thereafter.\nXVII. Successors and Assigns. Neither shall any Party have any right to assign its rights under this Agreement, whether expressly or by operation of law, without the written consent of the other Party. This Agreement and the Party's obligations hereunder shall be binding on their Representatives, permitted assigns, and successors of the Parties and shall ensure to the benefit of Representatives, assigns and successors of the Parties.\nXVIII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India and the Party\u2019s country laws on equal force. If there is any conflict of laws, the law of India shall prevail.\nXIX. Attorneys' Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to attorneys' fees.\nXX. Modification: This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement.\nXXI. 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Therefore, the parties agree as follows:\n1. For the purposes of this Agreement, \u201cConfidential Information\u201d shall mean any information disclosed by Oceaneering, whether in writing, orally, visually or otherwise, including but not limited to business plans, contractual, engineering, financial, sales, marketing and operational information, product specifications, technical data, trade secrets, know-how, ideas and concepts of Oceaneering or third parties. Confidential Information excludes, however, information which: (i) is or becomes known or available to Recipient without restriction from a source other than Oceaneering with a legal right to disclose the same to Recipient; (ii) is, or without violating the terms of this Agreement becomes, generally available to the public; or (iii) is developed by Recipient independently of the information disclosed hereunder.\n2. With respect to all Confidential Information disclosed hereunder, Recipient agrees that from and after the date of this Agreement, Recipient shall not:\na. use the Confidential Information except for purposes of its business relationship with Oceaneering (the \u201cAuthorized Purpose\u201d); or\nb. disclose the Confidential Information to any third party except: (i) for directors, officers, managers, employees, consultants, contractors and professional advisors of Recipient (collectively its \u201cRepresentatives\u201d) who need to know the Confidential Information for the Authorized Purpose and who are subject to an existing obligation to, or enter into an agreement with, Recipient not to disclose Confidential Information; and (ii) as may be authorized in writing in advance by an officer of Oceaneering.\n3. Recipient shall require its Representatives who receive any Confidential Information to comply with the terms and conditions of this Agreement and Recipient shall be responsible for their compliance herewith. Recipient shall use at least the same degree of care to protect the confidentiality and ensure the proper use of the Confidential Information as Recipient uses with respect to its information of a similar kind or nature, but in no event less than reasonable care.\n4. Oceaneering grants no rights in or to the Confidential Information. All Confidential Information shall remain the sole property of Oceaneering.\n5. No contract or agreement providing for any transaction or any commitment to enter into a transaction shall be deemed to exist by reason of this Agreement.\n6. Any provision to the contrary notwithstanding, Recipient\u2019s obligations under this Agreement are subject to any disclosure requirement of law, regulation or legal process, but only to the extent of such requirement. Recipient shall promptly notify Oceaneering of any such requirement, cooperate fully with Oceaneering\u2019s requests to prevent or minimize the effect of such disclosure, and make all reasonable efforts to have such disclosures placed under a protective order or otherwise obtain confidential treatment of the Confidential Information.\n7. THE CONFIDENTIAL INFORMATION IS DISCLOSED \u201cAS IS\u201d WITHOUT ANY REPRESENTATION, WARRANTY, ASSURANCE, GUARANTEE, OR INDUCEMENT OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF COMPLETENESS, ACCURACY, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR PURPOSE.\n8. Upon Oceaneering\u2019s written request, Recipient shall promptly: (i) deliver to Oceaneering and cease to use all Confidential Information in Recipient\u2019s (including its Representatives\u2019) possession, custody or control; or (ii) destroy the same and delete all electronic records containing the Confidential Information, provided that Oceaneering may require Recipient to certify in writing such destruction and deletion.\n9. Recipient agrees that money damages would not be a sufficient remedy for breach of this Agreement and that, in addition to all other remedies, Oceaneering shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach.\n10. This Agreement sets forth the complete and exclusive statement of the parties\u2019 agreement with respect to the subject matter hereof. This Agreement may not be waived or modified except pursuant to a written agreement signed by the parties. Any waiver or forbearance on one occasion shall have no effect on any other occasion.\n11. Any provision hereof which is found to be unenforceable or contrary to applicable law shall be deemed stricken from this Agreement and the other terms and conditions hereof shall remain in full force and effect.\n12. This Agreement shall bind and benefit the parties and their respective successors and assigns. Recipient\u2019s obligations under this Agreement shall survive any termination hereof.\n13. This Agreement shall be governed by the laws of Texas (excluding its conflicts-of-laws principles). The parties consent to the jurisdiction of the state and federal courts situated in Houston, Harris County, Texas.\nExecuted on the dates set forth below but effective as of the date first written above.\nRecipient: Oceaneering International, Inc.\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 1 - ], - [ - 1, - 41 - ], - [ - 42, - 362 - ], - [ - 363, - 597 - ], - [ - 597, - 637 - ], - [ - 638, - 1053 - ], - [ - 1053, - 1116 - ], - [ - 1116, - 1277 - ], - [ - 1277, - 1382 - ], - [ - 1382, - 1467 - ], - [ - 1468, - 1622 - ], - [ - 1623, - 1755 - ], - [ - 1756, - 1824 - ], - [ - 1824, - 2187 - ], - [ - 2187, - 2264 - ], - [ - 2265, - 2477 - ], - [ - 2477, - 2740 - ], - [ - 2741, - 2812 - ], - [ - 2812, - 2887 - ], - [ - 2888, - 3045 - ], - [ - 3046, - 3264 - ], - [ - 3264, - 3296 - ], - [ - 3296, - 3595 - ], - [ - 3596, - 3894 - ], - [ - 3895, - 3960 - ], - [ - 3960, - 4116 - ], - [ - 4116, - 4313 - ], - [ - 4314, - 4583 - ], - [ - 4584, - 4720 - ], - [ - 4720, - 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5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 12, - 13 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 7 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10, - 12, - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.oceaneering.com/datasheets/vendors/oceaneering-non-disclosure-agreement.pdf" - }, - { - "id": 316, - "file_name": "one-way_nda_ji_form.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made effective as of ______________, ______ (\u201cEffective Date\u201d), by __________________________________ ____ ______________________________ with a ___________________________ at___________________________________________________________________________ (\u201cRecipient\u201d) in favor of Janicki Industries, Inc., a Washington corporation with a principal place of business at 1476 Moore Street, Sedro-Woolley, WA 98284 (the \u201cCompany\u201d) (each a \u201cParty\u201d and collectively the \u201cParties\u201d).\nWHEREAS, Recipient desires to obtain certain confidential information (\u201cConfidential Information\u201d as defined below) from the Company in connection with Recipient\u2019s role in _____________________________________________________________________________.\nWHEREAS, Recipient understands that the Confidential Information has been created, discovered and/or accumulated by or for the Company through the expenditure of substantial time, effort and expense, and that the Company\u2019s continued success depends, in part, on the protection of this Confidential Information.\nNOW, THEREFORE, in order to further the above-described purposes and to induce the Company to make the contemplated disclosures, Recipient hereby agrees as follows:\n1. \u201cConfidential Information\u201d shall mean information including, but not limited to, the existence of the discussions between the Company and Recipient or any third-party regarding future business relationships and information regarding the Company\u2019s products, services, product designs, plans, roadmaps, prices, costs, trade secrets, inventions, intellectual property, development plans, tooling, equipment, import or export controls, license arrangements or agreements, methods, techniques, proprietary processes and know-how, programs, schematics, software, data, customer lists, financial information, inside information (including information regarding financial performance, earnings, existing products, existing techniques, new products, new techniques and business strategies), personnel information (including, without limitation, skills and compensation), product development information, client development information, information regarding possible acquisitions or sales of businesses or facilities sales, marketing plans, business opportunities, research and development activities, pre-release products, information posted on the Company\u2019s web site (to the extent that such information is not publicly accessible), or any other information which the Recipient knows or reasonably should know is confidential, proprietary or trade secret information of the Company. This definition also includes any Confidential Information disclosed by or to any affiliate or subsidiary of the Company. Recipient understands and agrees that Company\u2019s client and prospective client lists, proposals, reports, all internal memoranda and documents and any information communicated to Recipient, written or oral, that is indicated as confidential, are trade secrets within the meaning of Chapter 19.108 of the Revised Code of Washington, and that misappropriation of such information, as defined in said Chapter, shall subject Recipient to penalties as set forth in said Chapter. Confidential Information shall not include information (i) which was lawfully in the possession of Recipient prior to disclosure of such information by the Company; (ii) which was, or at any time becomes, available in the public domain other than through a violation of this Agreement; (iii) which is documented, to the satisfaction of both Parties, by Recipient as having been developed by Recipient independently; or (iv) which is furnished to Recipient or its representatives by a third party not under an obligation of and without a violation of confidentiality to the Company.\n2. Recipient agrees not to disclose Confidential Information to any third party, except as specifically authorized by this Agreement or as specifically authorized by the Company in writing. Recipient agrees to hold all of the Confidential Information in trust and confidence and agrees that it shall be used only by Recipient or its employees with a need-to-know for the contemplated purpose set forth above, and shall not be used for any other purpose or disclosed to any party who is not bound by a non-disclosure agreement with the Company.\n3. Recipient agrees to use all reasonable precautions, no less than Recipient\u2019s treatment of its own Confidential Information of a similar nature, to prevent the unauthorized disclosure of the Company\u2019s Confidential Information.\n4. The Confidential Information, regardless of whether it is in oral or written, or partial or complete, form, shall be and remain the property of the Company, whether provided to or copied by Recipient. Recipient shall not make or have made any partial or complete copies or derivative works, whether in hand copy or electronic form, of any of the Confidential Information without the express prior authorization of the Company, and any legends or notices used by the Company in the Confidential Information shall be reproduced in full in all copies. Upon demand by the Company or termination of this Agreement, all materials bearing or disclosing any of the Confidential Information shall be delivered or returned to the Company.\n5. This Agreement applies to all Confidential Information that is disclosed by the Company to Recipient during the period that begins on the Effective Date. The obligations of this Agreement will remain in effect for as long as the Confidential Information remains confidential, proprietary or trade secret information of the Company. Or, if the Parties enter into a subsequent agreement governing the disclosure of Confidential Information, this Agreement will terminate and that subsequent agreement shall control the use and disclosure of Confidential Information.\n6. Recipient may disclose the Company\u2019s Confidential Information if and only to the extent that a disclosure is required by applicable law, provided that Recipient uses reasonable efforts to limit the disclosure by means of a protective order or a request for Confidential/Attorneys\u2019 Eyes Only treatment that permits the Company a reasonable opportunity to review the proposed disclosure before it is made, and to interpose its own objection to the disclosure and, if appropriate, bring a motion for a protective order.\n7. Nothing in this Agreement will be construed as granting any rights to Recipient, by license or otherwise, to any of the Company\u2019s Confidential Information, except as specifically stated in this Agreement.\n8. Recipient acknowledges that damages alone would not be an adequate remedy for any breach by it of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights and remedies that the Company might have, the Company shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement without the requirement of posting a bond. Recipient agrees that the Company shall be entitled to an award of its reasonable attorneys\u2019 fees, expert fees and costs if it prevails in any action to enforce this Agreement.\n9. This Agreement shall be governed and construed under the laws of the State of Washington. Recipient irrevocably consents and submits to the exclusive and mandatory jurisdiction of the state courts sitting in Skagit County, Washington or the U.S. District Court for the Western District of Washington, and agrees that any action, suit or proceeding in connection with this Agreement shall be brought only in such courts to the exclusion of all other courts, other than actions to enforce judgments or orders entered in said courts.\n10. If any provision of this Agreement or compliance by any of the Parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the Parties.\n11. This Agreement sets forth the complete and exclusive agreement of the Parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement is not, however, intended to limit any rights that the Company may have under trade secret, copyright, patent or other laws that may apply to the subject matter of this Agreement.\n12. This Agreement shall bind Recipient and its successors and assigns, and will benefit the Company and its successors and assigns. By entering into this Agreement, the Company shall not be deemed to have waived any other rights or remedies it may have in law or equity.\nJANICKI INDUSTRIES, INC. 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DEFINITIONS\nIn this Agreement, the following terms will have the following meanings:\n\u201cAffiliate\u201d means any legal entity that a Receiving Party Controls, is Controlled by, or with which it is under common Control, where Control means to own or control, directly or indirectly, over 50% of voting shares.\n\u201cBusiness Day\u201d means any day other than a Saturday, Sunday or statutory holiday in the Province of Quebec;\n\u201cConfidential Information\u201d means any information which is confidential in nature or that is treated as confidential by a Party and that is furnished or transferred by or on behalf of such Party (the \u201cDisclosing Party\u201d) to the other Party (the \u201cReceiving Party\u201d), whether such information is or has been conveyed verbally or in written or tangible form, and whether such information is acquired directly or indirectly such as in the course of discussions, site visits or other investigations by the Receiving Party, including but not limited to, scientific, technical, financial or business information, data, ideas, concepts or know-how, formula, analysis, process, design, sketch, photograph, plan, drawing, specification, sample, report, study, finding, prototype and non-published patent applications, that are considered and treated as being confidential by the Disclosing Party. Confidential Information disclosed in tangible or electronic form may be identified by Disclosing Party as confidential with conspicuous markings, or otherwise identified with a legend as being confidential. Where the information is disclosed verbally or visually and the Disclosing Party requires that the Receiving Party maintain the confidential nature of the information, the Disclosing Party shall express a verbal statement of confidentiality at the time of disclosure followed by confirmation in writing within thirty (30) days of such disclosure. Notwithstanding the foregoing, in no event shall the absence of such a mark, legend or verbal confirmation preclude disclosed information, or information accessed through discussions or site visits, which would be considered as confidential by a party exercising reasonable judgment from being treated as Confidential Information by the Receiving Party.\n\u201cCorporate Advisors\u201d means any lawyers, accountants, financial and other professional advisors of Receiving Party who are required by law, by contract or otherwise to keep all Confidential Information that may be disclosed to them by Receiving Party.\n\u201cDisclosing Party\u201d means a Party that discloses Confidential Information to the other Party pursuant to this Agreement.\n\u201cEffective Date\u201d shall mean XXXX\n\u201cReceiving Party\u201d means a Party that receives Confidential Information from the other Party pursuant to this Agreement.\n\u201cRetained Information\u201d shall mean one (1) copy of the Disclosing Party\u2019s Confidential Information that is retained by the Receiving Party: (i) if and to the extent such Confidential Information is required by law, regulation, administrative or court order, and (ii) where such Confidential Information is stored as electronic data due to automatic archiving and back up procedures.\n2. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION\n2.1 Receiving Party agrees that it shall not:\n2.1.1 use any of the Disclosing Party\u2019s Confidential Information for any reason other than the Purpose; or\n2.1.2 disclose, disseminate or otherwise communicate, in whole or in part, any of Disclosing Party\u2019s Confidential Information to any third party.\n2.2 Receiving Party may disclose the Disclosing Party\u2019s Confidential Information to those of its officers, directors, employees, (including those of its Affiliates) or Corporate Advisors who have a need to know such Confidential Information provided that such individuals are bound by obligations of confidentiality to the Receiving Party or have entered into agreements with the Receiving Party with obligations of confidentiality no less stringent than those of this Agreement.\n2.3 The Receiving Party shall be liable to Disclosing Party for all actions of its Affiliates, Corporate Advisors, employees, officers, directors and those of its Affiliates that result in the unauthorized disclosure of the Disclosing Party\u2019s Confidential Information.\n2.4 Receiving Party shall not disclose Disclosing Party\u2019s Confidential Information to anyone other than as permitted herein and shall use efforts commensurate with those that it employs for protecting the confidentiality of its own information, which efforts shall in no event be less than a reasonable degree of care.\n2.5 In the event that a Receiving Party becomes legally compelled by law, regulation or order of court or administrative body to disclose any of a Disclosing Party\u2019s Confidential Information, such Receiving Party shall be entitled to disclose such Confidential Information subject to the requirements of this Section 2.5. Such Receiving Party shall provide the Disclosing Party with prompt written notice of such requirements so that the Disclosing Party may, at its sole expense, seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Disclosing Party\u2019s Confidential Information which is legally required.\n3. EXCEPTIONS\n3.1 Notwithstanding anything to the contrary herein, the following will not constitute Confidential Information for the purposes of this Agreement:\n3.1.1 information that a Receiving Party can show, by documentary and competent evidence, was known by it prior to the disclosure thereof by the Disclosing Party;\n3.1.2 information that is or becomes generally available to the public other than as a result of disclosure directly or indirectly by a Receiving Party in breach of this Agreement;\n3.1.3 information that is or becomes available to a Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not in breach of its obligations of non-disclosure towards the Disclosing Party;\n3.1.4 information that a Receiving Party can show, by documentary and competent evidence, to have been developed independently by Receiving Party without using the Disclosing Party\u2019s Confidential Information; or\n3.1.5 information of which the Disclosing Party has authorized the unrestricted disclosure.\n4. NO IMPLIED OBLIGATIONS\nExcept for the matters specifically agreed to herein, no Party will be under any legal obligation of any kind to enter into any further agreement with respect to the Purpose or any other matter whatsoever, absent a further written agreement between the Parties executed by their duly authorized representatives.\n5. OWNERSHIP\nThe Disclosing Party will remain the owner of its intellectual property, including any title, ownership, or license under any patents, copyrights or other intellectual property rights in the Disclosing Party\u2019s Confidential Information. Nothing in this Agreement is to be construed as granting a Receiving Party any title, ownership, or any license under any patents, copyrights or other intellectual property rights in any of the Disclosing Party\u2019s Confidential Information.\n6. INDEPENDENT DEVELOPMENT\nNothing in this Agreement will be construed as a representation that a Receiving Party will not develop, communicate or use technology, information or products that, without violation of this Agreement, compete with, are the same as, or similar to the Disclosing Party\u2019s Confidential Information.\n7. NO WARRANTY OF ACCURACY\nThe Disclosing Party\u2019s Confidential Information is provided on an \u2018AS IS\u2019 basis, without any representations or warranties as to its accuracy or completeness. The Disclosing Party shall have no liability to the Receiving Party resulting from any use by the Receiving Party of the Disclosing Party\u2019s Confidential Information and all implied warranties of merchantability and fitness for a particular purpose are expressly disclaimed and excluded.\n8. TERM, TERMINATION AND CONFIDENTIALITY PERIOD\n8.1 This Agreement shall commence on the Effective Date, and unless earlier terminated in accordance herewith, shall continue in force for a period of [NUMBER OF] year(s) from the Effective Date. Notwithstanding the expiration or earlier termination of this Agreement, the obligations of confidentiality with respect to any Confidential Information exchanged between the Parties prior to the expiration or earlier termination of this Agreement, shall remain in full force and effect until such Confidential Information falls within the scope of the exceptions set out in Article 3.\n8.2 A Party may terminate this Agreement, without cause, upon twenty (20) Business Days\u2019 prior written notice to the other Party.\n8.3 Unless otherwise requested in writing by the Disclosing Party within fifteen (15) days of the expiration or earlier termination of this Agreement, or upon written notice given at any time during the Term of this Agreement requesting the return of the Disclosing Party\u2019s Confidential Information, following the expiration of the fifteen (15) day delay provided for above the Receiving Party shall destroy all tangible forms and destroy/delete all intangible forms of Disclosing Party\u2019s Confidential Information (including any originals and all copies thereof) in its possession. Notwithstanding the foregoing, the Receiving Party shall be permitted to retain one copy of the Retained Information and such Retained Information shall be treated by the Receiving Party in accordance with this Agreement. Upon written request by the Disclosing Party, the Receiving Party shall provide to the Disclosing Party or shall cause to be provided to the Disclosing Party, a written confirmation executed by a duly authorized officer of the Receiving Party that all originals and any copies of Disclosing Party\u2019s Confidential Information (other than Retained Information) or any portion thereof have been returned or destroyed, as the case may be, and shall no longer be used in any manner whatsoever by the Receiving Party.\n9. REMEDIES\nReceiving Party acknowledges that the disclosure of the Disclosing Party\u2019s Confidential Information in breach of this Agreement may result in irreparable injury to Disclosing Party for which monetary damages alone would not be an adequate remedy. Therefore, Receiving Party agrees that in the event of a breach or threatened breach of Receiving Party\u2019s confidentiality obligations hereunder, Disclosing Party will be entitled to seek specific performance and injunctive relief as remedy for any such breach or anticipated breach. Any such relief shall be in addition to and not in lieu of monetary damages.\n10. GENERAL PROVISIONS\n10.1 Assignment: This Agreement may not be assigned by either Party, in whole or in part, without the prior written consent of a duly authorized representative of the other Party. Any such assignment shall not relieve a Party of its obligations hereunder.\n10.2 Advice of Counsel: Each Party to this Agreement represents and warrants to the other that such Party has read and fully understands the terms and provisions hereof and has executed this Agreement based upon such Party's own judgment and advice of independent legal counsel (if sought).\n10.3 Amendment: This Agreement may only be amended by a written agreement executed by the duly authorized representatives of the Parties.\n10.4 Entire Agreement: This Agreement, and any amendments thereto signed by the duly authorized representatives of the Parties, constitute the complete and exclusive statement of terms and conditions between the Parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements, oral or written statements which are inconsistent herewith, whether or not such other agreements have been signed by the employees, students or other agents of the Parties.\n10.5 Export Controls: The Parties shall comply with any law, by-law, regulation, rule, order, ruling, policy or directive, from any relevant jurisdictional authority or body, governing or controlling the transfer, export, retransfer, re-export or furnishing of information. Each Party shall inform the other Party of any restriction or control applying to the circulation of any given information prior to disclosing such information to such other Party, or as soon as possible after such restriction or control comes into force. Neither Party will disclose information under this Agreement that is controlled or otherwise restricted from use or export under the International Traffic in Arms Regulations (ITAR).\n10.6 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Quebec and the laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Quebec for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.\n10.7 Language: The Parties hereto have requested that this Agreement and all correspondence and all documentation relating to this Agreement, be written in the English language. Les parties aux pr\u00e9sentes ont exig\u00e9 que la pr\u00e9sente entente, de m\u00eame que toute la correspondance et la documentation relative \u00e0 cette entente, soient r\u00e9dig\u00e9es en langue anglaise.\n10.8 Notices: All notices under the terms of this Agreement shall be given in writing and sent by registered mail, electronic mail, or delivered by hand to the following addresses.\nCONCORDIA UNIVERSITY (COMPANY)\n1455 de Maisonneuve Blvd. West GM-910 Address:\nMontr\u00e9al, Qu\u00e9bec H3G 1M8\nAttention: Attention:\nEmail : Email :\nAll notices shall be presumed to have been received when they are hand delivered or transmitted via email, or five (5) Business days after their mailing by registered mail or courier.\n10.9 Publicity and use of name: Neither Party shall, without prior written authorization from the other, use the logo, any trade or service mark(s) owned or controlled by the other Party. Additionally, neither Party shall use the name of the other Party, nor of any employee of the other Party, in any advertising or publicity without the prior written approval of an authorized representative of the other Party. Notwithstanding the foregoing, the Parties agree that each Party shall be free to disclose the following without prior authorization of the other Party: the names of the Parties; the nature of the relationship established herein; and, the duration of the Agreement.\n10.10 Remedies cumulative: No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.\n10.11 Severability: If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.\n10.12 Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and signatures transmitted in electronic form, including without limitation a PDF file, shall be acceptable to bind each Party and shall not affect the validity of the Agreement in any way.\n10.13 Waiver: A term or condition of this Agreement can be waived or modified only by written consent of the Parties. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\nAGREED TO AND SIGNED by the duly authorized representatives of the Parties.\nCONCORDIA UNIVERSITY COMPANY\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\nAcknowledgement to a Non-Disclosure Agreement\nI, Dr. [researcher\u2019s name], having read and understood the Non-Disclosure Agreement (the \u201cNDA\u201d) to be entered into between [company name] (\u201cCompany\u201d) and Concordia University (\u201cConcordia\u201d), hereby agree to act in accordance with all the terms and conditions therein.\nI further agree to ensure that all Concordia participants who will be provided access to Company\u2019s Confidential Information, as such term is defined in the NDA, are informed of their obligations under such terms and conditions, and to procure from them an executed Intervention of a Participant, attached hereto as Appendix A, prior to providing them access to the Confidential Information.\nDate:\n[print name]\nRecipient Scientist\nAppendix A\nINTERVENTION OF A PARTICIPANT\nIMPORTANT: IT IS THE RECIPIENT SCIENTIST\u2019S RESPONSIBILITY TO ENSURE THAT THIS INTERVENTION IS SIGNED BY ALL PARTICIPANTS WHO SHALL BE RECEIVING CONFIDENTIAL INFORMATION UNDER THE NON-DISCLOSURE AGREEMENT AND COPIES ARE PROVIDED TO OOR.\nWhereas Concordia University (\u201cConcordia\u201d) has entered into a non-disclosure agreement dated _________ (the \u201cNDA\u201d) with XXX (the \u201cCompany\u201d);\nWhereas, I ______________________ understand that information related to discussions with the Company to explore a collaboration on XXXX, received, or accessed directly or indirectly, by me (the \u201cConfidential Information\u201d), is subject to the terms and conditions of the NDA;\nI hereby agree to:\ni. treat the Confidential Information as confidential at all times;\nii. use the Confidential Information only as directed by Dr. _________________;\niii. maintain the Confidential Information in a secure manner that restricts access by any individual not approved and/or directed by Dr. _______________________;\niv. maintain the confidentiality of Confidential Information and not disclose Confidential Information to any third party;\nv. to return to Dr. ________________________ the Confidential Information, and all copies thereof, upon receipt of a written request to this effect from Dr. _____________________ and/or prior to the termination of my studies/employment at Concordia;\nvi. cooperate with Concordia in ensuring compliance with all applicable export regulations and restrictions which may apply to the Confidential Information.\nSignature:\nDate:______\n", - 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}, - { - "id": 318, - "file_name": "One-Way-Non-Disclosure-Agreement-EN.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT [the Agreement] is entered into on this [insert number of day] day of [insert Month and year] by and between:\n1. [Insert official name of the potential partner or participant], having its registered office or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Disclos-er] and\n2. [Insert official name of the potential partner or participant], having its registered of-fice or based in [insert the Legal Address of the Entity] hereinafter referred to as [the Recipient]\nWHEREAS:\nThe Discloser and Recipient hereto desire [to participate in early discussions regarding the entering into future collaboration as a European Funded Project in the field of (\u2026.)] or [to submit a proposal for a collaborative project in response to the call (identify the call) under (identify the EU-funded Programme)] or [to evaluate entering into partnership or business collaboration for the purpose of (identify the undertaking intended to perform)] Throughout the aforementioned discussions, the Discloser may share proprietary infor-mation or Confidential Information with the Recipient subject to the terms and cove-nants set forth below.\nNOW IT IS AGREED AS FOLLOWS:\n1. Confidential Information\n1.1 For the purposes of this Agreement, Confidential Information means any data or proprietary information of the Discloser that is not generally known to the public or has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\n(i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;\n(ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software pro-grams, source code, object code, flow charts, and databases;\n(iii) any marketing strategies, plans, financial information, or projections, opera-tions, sales estimates, business plans and performance results relating to the Discloser\u2019s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies;\n(iv) trade secrets; plans for products or services, and customer or supplier lists;\n(v) any other information that should reasonably be recognized as Confidential Information by the Discloser.\n1.2 The Discloser and the Recipient agree hereby that Confidential Information needs not to be novel, unique, patentable, copyrightable or constitutes a trade secret in order to be designated Confidential Information and therefore protected.\n1.3 Confidential Information shall be identified either by marking it, in the case of writ-ten materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the Recipient of the confidential nature of the infor-mation. Such notification shall be done orally, by e-mail or written correspondence, or via other appropriate means of communication.\n1.4 The Recipient hereby acknowledge that the Confidential Information proprietary of the Discloser has been developed and obtained through great efforts and shall be re-garded and kept as Confidential Information.\n1.5 Notwithstanding the aforementioned Confidential Information shall exclude infor-mation that:\n(i) is already in the public domain at the time of disclosure by the Discloser to the Recipient or thereafter enters the public domain without any breach of the terms of this Agreement;\n(ii) was already known by the Recipient before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure);\n(iii) is subsequently communicated to the Recipient without any obligation of confidence from a third party who is in lawful possession thereof and under no obligation of confidence to the Discloser;\n(iv) becomes publicly available by other means than a breach of the confi-dentiality obligations by the Recipient (not through fault or failure to act by the Recipient);\n(iv) is or has been developed independently by employees, consultants or agents of the Recipient (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Information pertaining to the Discloser.\n2. Purpose of the Disclosure of Confidential Information\nThe Discloser and Recipient will enter on discussions regarding future collaboration to-ward European Funded Project in the field of (cid:896)\u2026.] or [will submit a proposal for a collabo-rative project in response to the call (identify the call) under (identify the EU funded Pro-gramme)] or [will enter into or evaluate alternatives for partnership or collaboration with [name of the Recipient] for the purpose of [identify the undertaking intended to perform or achieve].\n3. Undertakings of the Recipient\n3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated in this Agreement and not to use it for any other purpose or without the prior written consent of the Discloser.\n3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Con-fidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the con-fidential quality of the information provided and will ensure that their agreement is ob-tained to keep it confidential on the same terms as set forth in this Agreement. Hence the Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.\n3.3 The Recipient will use the Confidential Information exclusively for the permitted pur-pose stated in clause 2 and not use the information for its own purposes or benefit.\n3.4 The Recipient will not disclose any Confidential Information received to any third parties, except as otherwise provided for herein.\n3.5 The Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.\n3.6 All Confidential Information disclosed under this Agreement shall be and remain un-der the property of the Discloser and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the Recip-ient. Principally, nothing in this Agreement shall be deemed to grant to the Recipient a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all the existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in good faith, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Re-cipient shall be the sole property of the Discloser.\n3.7 The Recipient shall promptly return or destroy all copies (in whatever form repro-duced or stored), including all notes and derivatives of the Confidential Information dis-closed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient.\n3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidentiality Information or copies thereof shall be subject to an indefinite confidentiality obligation.\n3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order and preserve the confidentiality of the Confidential Information.\n3.10 The Recipient agrees that the Discloser will suffer irreparable damage if its Confi-dential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n3.11 The Recipient shall immediately notify upon becoming aware of any breach of con-fidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take prevent, stop or obtain compensation for such a breach or threatened breach.\n3.12 The Confidential Information subject to this Agreement is made available \"as such\" and no warranties of any kind are granted or implied with respect to the quality of such information including but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. Further, the Discloser shall not have any liability to the Recipient resulting from any use of the Confi-dential Information.\n3.13 The Discloser is not under any obligation under this Agreement to disclose any Con-fidential Information it chooses not to disclose.\n3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Discloser and Recipient.\n4. Miscellaneous\n4.1 Duration and Termination\n4.1.1 This Agreement shall remain in effect for a term of [number of months or years] term. Notwithstanding the foregoing, the Recipient\u2019s duty to hold in confidence Confi-dential Information that was disclosed during the term shall remain in effect indefinitely, save otherwise agreed.\n4.1.2 If the Discloser and Recipient succeed in the call for proposal referred to in clause 2 and sign the corresponding Grant Agreement (GA) and Consortium Agreement (CA), or entered into partnership under any other kind of collaborative agreement (COA) or asso-ciation agreement (AA), the non-disclosure provisions of the CA, COA and AA shall [sup-plement or supersede] this Agreement. In the event that non-disclosure provisions are not provided for the said private agreements in equal terms as stated herein, this Agreement shall remain in force until the end of the collaboration undertaken or after [months or years] of its termination.\n4.2 Applicable Law and Jurisdiction\nThis Agreement shall be construed and interpreted by the laws of [choose the applicable law]. The court of [choose the jurisdiction to settle disputes] shall have jurisdiction.\n4.3 Validity\nIf any provisions of this Agreement are invalid or unenforceable, the validity of the re-maining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.\n4.4 Subsequent Agreements\nAncillary agreements, amendments or additions hereto shall be made in writing.\n4.5 Communications\nAny notices or communications required may be delivered by hand or e-mail, mailed by registered mail to the address of the Recipient/Discloser as indicated above. Any subse-quent modification of addresses should be reasonably communicated in advance to the effect of this Agreement.\nIN WITNESS WHEREOF, the Parties hereto have caused this Non-Disclosure Agreement to be executed as of the date stated above.\nFOR [insert name of participant or potential or current partner]\n[insert name of representative]\n[insert title]\nDone at [place] on [date]\nFor more information, please consult our fact sheets on \u201cHow to manage confidential business information\u201d and \u201cNon-disclosure agreement: a business tool\u201d which are available in our online library:\nhttp://www.iprhelpdesk.eu/node/1265\nhttp://www.iprhelpdesk.eu/node/969\nGET IN TOUCH\nFor comments, suggestions or further information, please contact\nEuropean IPR Helpdesk\nc/o infeurope S.A.\n62, rue Charles Martel\nL-2134, Luxembourg\nEmail: service@iprhelpdesk.eu\nPhone: +352 25 22 33 - 333\nFax: +352 25 22 33 \u2013 334\nwww.iprhelpdesk.eu\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 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{ - "id": 319, - "file_name": "P27CB13028.pdf", - "text": " NON-DISCLOSURE / CONFIDENTIALITY AGREEMENT\nThis form was designed to be completed electronically. Use the tab key to move from field to field. This Non-Disclosure Agreement is entered into as of the day of 20 (\u201cEffective Date\u201d), between the Toronto Transit, having a place of business located 1900 Yonge Street, Toronto, Ontario, (hereinafter referred to \u201cTTC\u201d) and, ________________________ having a place of business at (hereinafter referred to as \u201cCompany\u201d).\nWHEREAS the TTC is issuing a Request for Proposals for the Provision of Armoured Car Services For a Five Year Term, Request for Proposal No. P27CB10251 (\u201cRFP\u201d), and the Company is interested on receiving a copy of the RFP in order to determine whether to submit a bid based on the RFP (\u201cPurpose\u201d).\nWHEREAS the Company requires certain Confidential Information from the TTC subject to the terms and conditions set forth below.\nCLAUSE 1. DEFINITIONS\n1.1 In this Agreement, \u201cConfidential Information\u201d means all information, including, but not limited to;\n\u2022 Facility layout, office / room locations, and contents,\n\u2022 Facility design and construction materials used,\n\u2022 Physical facility security features, alarms and access control systems,\n\u2022 Any diagrams or drawings related to the facility or any of its systems,\n\u2022 Number of facility employees and staffing levels,\n\u2022 Personal information about Revenue Operations employees,\n\u2022 Information related to employee work schedules and driver routes,\n\u2022 Revenue processing equipment and processing operations,\n\u2022 Type and/or quantity of financial assets on-hand,\n\u2022 Type and/or quantity of financial assets collected or processed daily,\n\u2022 Time, frequency and amount of bank deposits,\n\u2022 General revenue information and statistical data,\n\u2022 Numbers and locations of surveillance cameras,\n\u2022 Information about Revenue Operations fleet vehicles & security features,\n\u2022 Information about ATA client accounts,\n\u2022 Information about to Revenue Operations equipment & prototypes,\n\u2022 Any special security features of TTC fare media types,\n\u2022 Operating policies and procedures pertaining to the day-to-day activities of the Revenue Operations Department,\nwhether disclosed in writing, orally, machine readable form, through personal observation(s), or third party word of mouth.\nNote: Use or possession of cell phones, cameras, audio or video recording devices is prohibited inside the Patten Building, without the prior written permission of the TTC\u2019s Revenue Operations Loss Prevention Section.\nCLAUSE 2. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION\n2.1 The Company shall:\n2.1.1 Use the Confidential Information solely for the Purpose as set out above;\n2.1.2 Hold the Confidential Information in confidence and shall not sell, assign, transfer or otherwise disclose the Confidential Information, or any information or materials derived there from, to any third party without the prior consent of the TTC, save and except as otherwise provided herein;\n2.1.3 Employ at least the same degree of care to protect the secrecy and confidentiality of the Confidential Information as it uses to protect its own confidential and proprietary information and materials, but in no event less than reasonable care; and\n2.1.4 Restrict the release, access and use of the Confidential Information to those employees and officers who must have access to the Confidential Information in order to permit the Company, in good faith, to determine whether to submit a bid based on the RFP, save and except as otherwise provided herein;\n2.1.5 Ensure that each person to whom Confidential Information is disclosed to in accordance with Clause 2.1.4 is advised, prior to the disclosure, of the confidential nature of the Confidential Information.\n2.2 The Company shall not:\n2.2.1 Remove any proprietary, copyright, trade secret or other proprietary rights legend from any form of Confidential Information; or\n2.2.2 Make any public announcement of disclosure concerning the contents of this Agreement beyond the disclosures authorized hereunder without the prior written consent of the TTC.\n2.3 Immediately upon written request by the TTC and subject to any statutory requirement, the Company shall return all copies of the Confidential Information in its possession to the requesting party or certify that all copies in its possession or control have been destroyed.\n2.4 In the event of a breach of any of the foregoing provisions, TTC and the Company agree that the harm suffered by the TTC would not be compensable by monetary damages alone and accordingly, that the TTC shall, in addition to other available legal or equitable remedies, be entitled to an injunction against such breach.\nCLAUSE 3. EXCEPTIONS\n3.1 Notwithstanding anything to the contrary herein, the Company\u2019s confidentiality obligations shall not apply to Confidential Information that:\n3.1.1 Is known to the Company at the time of disclosure;\n3.1.2 Is independently developed by the Company provided that party can show that such development was accomplished without the use of or any reference to the Confidential Information;\n3.1.3 Becomes known to the Company from another source without confidentiality restriction on subsequent disclosure or use, provided that such source is not in breach of its obligations of non-disclosure;\n3.1.4 Is or becomes a part of the public domain through no wrongful act of the Company; or\n3.1.5 Is subsequently publicly disclosed by the TTC.\nCLAUSE 4. DISCLOSURE BY LAW\n4.1 Should the Company be required by law or policy or be requested by legal process or regulatory authority to disclose any Confidential Information, the Company will provide the TTC with prompt written notice of such requirement or request so that the TTC may seek an appropriate protection order or pursue such other action, remedy or assurance necessary to preserve the confidentiality of the Confidential Information, or waive compliance with any of the provisions of this Agreement, or both; and the Company will fully co-operate with and not oppose the TTC in respect of such matters. If, in the absence of either a protective order or a waiver by the other party, the Company, in the reasonable opinion of reputable legal counsel, are required by law to disclose any Confidential Information or stand liable for contempt or to suffer other censure or penalty on any failure to so disclose, the Company may, without liability hereunder, disclose that portion, and only that portion, of the Confidential Information that is required to be disclosed.\nCLAUSE 5. NO IMPLIED OBLIGATIONS\n5.1 Unless a written agreement with respect to the Purpose is entered into by the Parties (and except for the matters specifically agreed to herein), neither party shall be under any legal obligation with respect to the Purpose or otherwise by virtue of this Agreement or any written or oral expression with respect to the Purpose by any of their respective directors, officers, employees or agents.\nCLAUSE 6. GENERAL PROVISIONS\n6.1.1 This Agreement may not be assigned by either party in whole or in part, without the other party\u2019s written consent.\n6.1.2 If any provisions, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.\n6.1.3 A term or condition of this Agreement can be waived or modified only by written consent of both parties. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n6.1.4 No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.\n6.1.5 This Agreement constitutes the complete and exclusive statement of the terms and conditions between them with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written statements which are inconsistent herewith.\n6.1.6 Title to the information and any copies thereof shall remain in the disclosing party.\n6.1.7 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.\n6.1.8 This Agreement may only be modified by written agreement of both parties.\n6.1.9 Both parties\u2019 obligations of confidentiality shall continue for a period of three (3) years following the last disclosure of Confidential Information.\n6.1.10 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties; provided, however, that any party providing its signature in such manner shall promptly forward to the other party an original of the signed copy of this Agreement which was so faxed.\nToronto Transit Commission Company\nDate: Date:\nBy: ________________________ By: ______________________\nAuthorized Signature Authorized Signature\nName (print or type) Name (print or type)\nChief Revenue Operations Officer\nRevenue Operations Department Title (print or type)\nI have the authority to bind the Company\n", - "spans": [ - [ - 0, - 1 - ], - [ - 1, - 43 - ], - [ - 44, - 99 - ], - [ - 99, - 144 - ], - [ - 144, - 368 - ], - [ - 368, - 393 - ], - [ - 393, - 462 - ], - [ - 463, - 760 - ], - [ - 761, - 888 - ], - [ - 889, - 896 - ], - [ - 896, - 910 - ], - [ - 911, - 915 - ], - [ - 915, - 1014 - ], - [ - 1015, - 1072 - ], - [ - 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"text": "CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT\nThis Agreement is made between: (Your Company Name and Address) And Petro-Lubricant Testing Laboratories, Inc. a company incorporated the United States of America having offices at 116 Sunset Inn\nRoad, P.O. Box 300, Lafayette, NJ 07848 (herein after referred to as \"Petro-Lube\")\n1) NOW THEREFORE IT IS AGREED AS FOLLOWS:\n1.1) The following expressions shall have the meanings specified in the Clause.\n1.2) \"Disclosing Party\" means, in respect of any Sample, the Party providing such Sample either directly or indirectly to the other Party.\n1.3) \"Effective Date\" means the date of signing of this Agreement by the later Party to sign.\n1.4) \"Evaluation\" means an evaluation by the Receiving Party of the Disclosing Party's Samples for the purpose of testing against those methods as specified in the Disclosing Party's Purchase Order. All tests available reside in the Petro-Lube Testing Brochure or on the Petro-Lube web site or by quotation.\n1.5) \"Party\" means (Your Company Name), or Petro-Lube, as the context so requires, and \"Parties\" means (Your Company Name), or Petro-Lube, as the context so requires and its Assigns.\n1.6) \"Receiving Party\" means, in respect of any Sample, the Party receiving such Sample either directly or indirectly from the other Party.\n1.7) \"Results\" means the test results, findings and conclusions arising from the Evaluation.\n1.8) \"Sample\" means any sample for testing provided to Petro-Lube by or on behalf of (Your Company Name) under this Agreement.\n2) Supply of Samples\n2.1) (Your Company Name) shall supply, or arrange for supply, to Petro-Lube such Samples as are deemed necessary for the completion of the Evaluations. The nature, quantity and types of Samples to be supplied shall coincide with Petro-Lube's capabilities.\n2.2) The supply of Samples by (Your Company Name) to Petro-Lube is neither a sale nor an offer for sale, and all Samples are offered to Petro-Lube by (Your Company Name) for experimental and evaluation purposes only.\n3) Evaluation and Restricted Use\n3.1) Subject to Clauses 3.2 and 3.3, Petro-Lube is authorized to perform Evaluations on (Your Company Name) Samples.\n3.2) In consideration of the provision to it of, and its right to use, Samples, Petro-Lube agrees:\n3.2.1) Not to analyze, or have analyzed, any Sample in order to determine its chemical structure or composition nor permit any third parties to do the same.\n3.2.2) Subject to Clause 3.2.4, not to pass or convey all or any part of any Sample to any third party without the express consent of (Your Company Name).\n3.2.3) Not to use any Sample for any purpose other than to perform those Evaluations as directed by (Your Company Name).\n3.2.4) to use all reasonable means to keep the Samples secure and limit dissemination of Samples to those of its employees who require access to the Samples for the purpose of Evaluation and, in any event, subject to Clause 3.3. Petro-Lube further agrees and acknowledges that Samples may be developmental only, and warrants that it is aware of and competent to deal with the potential hazardous nature of any Sample and takes full responsibility for all health, safety and environmental considerations which may arise from the possession and/or use of any Sample.\n3.3) Petro-Lube shall assure that the confidential nature of any Sample is brought to the attention of any of its employees to whom Samples are provided pursuant to Clause 3.2.4 and that each such employee has agreed to be bound by Petro-Lube's obligation of secrecy/restricted use no less stringent than those set out in this Agreement.\n3.4) At the conclusion of the Evaluation Petro-Lube shall either return promptly to (Your Company Name) or it's Assigns, or at (Your Company Name)'s option, destroy any remaining Sample in whatever form then in its possession or control and verify such to (Your Company Name).\n3.5) Petro-Lube agrees to provide a test report to (Your Company Name) of the results of the Evaluations in a form that does not disclose information which Petro-Lube deems to constitute confidential information regarding (Your Company Name), Petro-Lube, or any other third party.\n4) Non-Disclosure of Confidential Information\n4.1) It shall not be necessary for either Party to disclose to the other Party any confidential technical or commercial data or information about its products, technology, processes, commercial activities or otherwise for the purposes of this Agreement. To the extent that either Party does disclose such data or information to the other Party, the other Party shall be entitled to regard such information as non-confidential in the absence of a written agreement between the Parties otherwise.\n5) Export Control\n5.1) Petro-Lube certifies that, in exercising its rights and carrying out its obligations under this Agreement, it shall comply with all applicable governmental laws, regulations, decrees and orders governing the export and re-export of goods, technology and software including, without limitation, the U.S. Export Administration Regulations and European Council Regulation 428/2009 and all amendments to such Regulations.\n6) Liability\n6.1) This Clause sets out the entire liability of the Parties to each other, whether in contract, tort or otherwise, arising from or in connection with this Agreement.\n6.2) Nothing in this Agreement shall operate to exclude or limit the liability of either Party for death or personal injury arising from its negligence, fraudulent misrepresentation or any other liability to the extent the same may not be excluded or limited as a matter of law.\n6.3) Subject in any event to Clause 6.2, the Parties in this Agreement shall not be liable to each other, whether in contract, tort, (including negligence) or otherwise, under this Agreement for any loss of business, loss of products, loss of anticipated or actual profit, loss of goodwill or reputation, loss caused by business interruption or (without prejudice to any heads of loss expressly set out in Clause 6.3) any indirect, special or consequential cost, expense, loss or damage, even if such cost, expense, loss or damage was reasonably foreseeable or might have reasonably been contemplated by either Party.\n6.4) Petro-Lube agrees and acknowledges that, to the fullest extent permitted by applicable law, (Your Company Name) makes no representation or warranty as to the satisfactory quality, suitability or fitness for purpose of any Samples and, save as expressly provided otherwise in this Agreement, shall not be liable, in negligence or otherwise, for any damage arising from or in connection with any use made by Petro- Lube of any Samples or any allegation that such use infringes any third party intellectual property rights or otherwise.\n6.5) To the fullest extent permitted by applicable law, each Party shall be responsible for, and shall indemnify and hold harmless the other Party from all claims, losses, damages, reasonable costs (including legal costs), reasonable expenses and liabilities in respect of:\n6.5.1) loss or damage to any property of either Party to this Agreement arising from or relating to the performance of the Agreement.\n6.5.2) personal injury, including death or disease, to any person employed by either Party to this Agreement arising from or relating to the performance of this Agreement, even if any such injury, loss or damage arises out of any negligence, act or omission of either Party in the performance of this Agreement.\n7) Miscellaneous\n7.1) Nothing in this Agreement shall be construed as an obligation on either Party to enter into any further agreement of any kind or as granting any license under any patent or other intellectual property rights other than those specifically set out in this Agreement.\n7.2) Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.\n7.3) This Agreement shall come into force on the Effective Date.\n7.4) The Evaluation and supply of Samples will commence as soon as is practicable after the Effective Date. This Agreement will last for one year from the Effective Date. The obligations under this agreement shall continue to remain in force for a period of five (5) years from the Effective Date. This Agreement may be terminated by either Party at any time by giving thirty (30) days prior written notification. This Agreement may be extended by mutual agreement and written consent of both Parties.\n7.5) No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act of 1999 by any person who is not a Party to this Agreement. The consent of any third party shall not be required for the variation or termination of this Agreement, even if that variation or termination affects the benefit conferred on that third party.\n7.6) This Agreement constitutes the whole agreement between the Parties relating to its subject matter and supersedes all prior oral or written agreements, drafts, understandings, undertakings, representations or arrangements relating to the subject matter of this Agreement, except in the case of fraud.\n7.7) No amendment, modification or waiver of any term of this Agreement shall be effective unless made in writing and signed by each of the Parties.\n7.8) The existence, terms, and subject matter of this Agreement are confidential between the Parties and are not to be disclosed to any third parties.\n7.9) If one or more provisions of this Agreement is or are declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions contained in this Agreement will not be affected or impaired in any way.\n8) Governing Law and Jurisdiction\n8.1) This Agreement, and the relationship between (Your Company Name) and Petro-Lubricant Testing Laboratories, Inc. under this Agreement, shall in all respects be interpreted in accordance with and governed by the laws of the United States of America and the State of (Your State), and the Parties agree to submit to the exclusive jurisdiction of those courts in relation to any dispute arising out of or in connection with this Agreement (whether based in contract, tort (including negligence) or otherwise).\nAs Witness Thereof, the Parties have caused the Agreement to be executed in duplicate original on the dates indicated below.\nFor and on behalf of: (Your Company Name)\nSignature: ____\nName:______________________\nTitle: ______________________\nDate: _________________________________\nFor and on behalf of:\nPetro-Lubricant Testing Laboratories, Inc.\nSignature: _______\nName:__________________________________\nTitle: ______________________\n", - 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}, - { - "id": 322, - "file_name": "Proctor_Agreement.pdf", - "text": "The Open Group Examination Proctor Non-Disclosure Agreement\nThis Agreement dated this day of \u2026\u2026\u2026\u2026\u2026 20__ is made by and between The Open Group, Apex Plaza, Forbury Road, Reading, Berkshire RG1 1AX, United Kingdom (\u201cThe Open Group\u201d), and ________________________________________ (\u201cYou, Your, the Recipient\u201d).\nThe provision of access to You as a proctor within The Open Group\u2019s Examination Portal1 (\u201cExamination Portal\u201d) and any accompanying examination materials and any derivatives thereof (collectively referred to as the \u201cExam Materials\u201d) is subject to the terms and conditions provided herein. By signing this Agreement that sets forth the terms and conditions of Your use of the Examination Portal and non-disclosure of the Exam Materials, You are consenting to be bound by this Agreement.\nYOU HEREBY UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT:\n1. The Open Group spends substantial sums of time and money in developing and administering its Exam Materials and carefully guards their integrity and confidentiality;\n2. The questions and answers of the Exam are the exclusive and confidential property of The Open Group and are protected by The Open Group's intellectual property rights;\n3. You will adhere to the Exam Supervision Guidelines and Exam Eligibility Guidelines as published from time to time by The Open Group at the certification site for the applicable program.\n4. You may not disclose the Exam questions or answers or discuss any of the content of the Exam Materials with any person, without prior written approval of The Open Group;\n5. You will not copy or attempt to make copies (written, photocopied, or otherwise) of any Exam Material, including, without limitation, any exam questions or answers;\n6. You will not sell, license, distribute, give away, or obtain from any other source other Open Group Exam materials, questions or answers;\n7. Violation of any of these provisions will cause irreparable harm to The Open Group for which monetary remedies may be inadequate, and that The Open Group shall be entitled, without waiving any other rights or remedies, to take all appropriate actions to remedy or prevent such disclosure or misuse, including obtaining an immediate injunction;\n8. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable by You and that this Agreement may be modified or amended only in writing, signed by both parties;\n9. The terms and conditions set forth in the Agreement shall survive the termination of Your relationship with The Open Group;\n10. This Agreement shall be construed in accordance with the laws of England and Wales, without giving effect to any choice of law rule, and\n11. 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The Receiving Party is desirous of entering into preliminary discussions with the Disclosing Party in relation to the Loans Administration System (\u201cProject\u201d).\nB. Pursuant thereto, the Receiving Party requires certain information from the Disclosing Party and the Disclosing Party is agreeable to provide such information which shall be regarded as confidential upon and subject to the terms and conditions of this Agreement.\n1. Definitions\n1.1 For purposes of this Agreement, \"Confidential Information\" shall mean information, data or material deemed proprietary by the Disclosing Party and which may be marked, or, if orally transmitted, designated as \"Confidential\" by the Disclosing Party and not generally known by the public or by parties which are competitive with or otherwise in an industry, trade or business similar to Disclosing Party. Confidential Information also includes any information described above which the Disclosing Party obtains from another party and which the Disclosing Party treats as proprietary or designates in writing as Confidential Information, whether or not owned or developed by the Disclosing Party. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, algorithms, documentation, user manuals, diagrams, flow charts, consulting methods and techniques, research, development, processes, procedures, \"know-how\", marketing techniques and materials, marketing and development plans, market analysis, customer names and other information related to customers, personal data and sensitive personal data as defined under the Personal Data Protection Act 2010, price lists, pricing policies and financial information, methods of production, use, operation and application, invented, owned or developed by the Disclosing Party as it applies to and is incorporated in Disclosing Party's proprietary software, and any patents, copyrights, trademarks existing now, for which applications may be pending or hereafter made, acquired and granted for any of Disclosing Party's software and any improvements, enhancements or modifications thereto, Disclosing Party's physical security system, access control systems, specialized recovery equipment and techniques, and the details of the Disclosing Party's computer operations and recovery procedures. Confidential Information shall further include data regarding business practices, pricing, product philosophy, position relative to competitors, and review of actual deliverables of consulting projects.\n2. Confidential Information\n2.1 The Confidential Information shall be for the sole purpose of the Project and not for any other purpose and shall at all times remain the property of the Disclosing Party. Further, the Receiving Party acknowledges that nothing contained in this Agreement shall be construed as a grant of any rights to the Confidential Information by the Disclosing Party to the Receiving Party, other than as provided under this Agreement.\n2.2 Any or part of the Confidential Information may be disclosed by the Receiving Party to its affiliates or its or their respective directors, officers, employees, agents or advisors who are authorised by the Receiving Party (\u201cAuthorised Recipients\u201d) to receive the Confidential Information. Under such circumstances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. Upon request the Receiving Party will provide the Disclosing Party with the identities of the Authorised Recipients who have access to the Confidential Information.\n2.3 The Receiving Party shall not disclose any or part of the Confidential Information to any persons or parties, other than the Authorised Recipients, unless with the prior written consent of the Disclosing Party. Under such circumstances, the Receiving Party shall require such persons or parties to acknowledge and comply with the provisions set out in this Agreement. This Clause does not apply to any person who has entered into a confidentiality agreement or otherwise accepted confidentiality obligations to the Disclosing Party in respect of the Confidential Information, and for the avoidance of doubt the Receiving Party shall have no obligations whatsoever in relation to such persons.\n2.4 The Receiving Party shall not make, or permit or procure any Authorised Recipient to make, any announcement or disclosure of the Project without obtaining the prior written consent of the Disclosing Party.\n2.5 The Receiving Party agrees to use such reasonable measures necessary and standard of care to protect the confidentiality of the Confidential Information from any misuse or misappropriation by any party as the Receiving Party would apply to its own confidential information and agrees to notify the Disclosing Party, to the extent permitted under the law, as soon as it becomes aware of such misuse or misappropriation of the Confidential Information in which case, the Receiving Party agrees to provide such reasonable assistance to the Disclosing Party as it may require.\n2.6 In the event that the Receiving Party requires copies of the Confidential Information in tangible form, it is agreed that only the necessary number of copes shall be made.\n2.7 The term \u201cConfidential Information\u201d shall not include, and the obligations of the Receiving Party in this Agreement shall not apply to any information which:\n(a) prior to or after the time of disclosure, becomes public knowledge and not as a result of any breach of this Agreement by the Receiving Party;\n(b) is already in the possession of the Receiving Party at the time of disclosure prior to the time of disclosure;\n(c) was or comes into the possession of the Receiving Party from a third party who is not known to the Receiving Party to be bound by any obligations of confidentiality to the Disclosing Party in respect of such information;\n(d) is independently developed by the Receiving Party;\n(e) is disclosed pursuant to a requirement, request or order of a regulatory or governmental authority or court of competent jurisdiction or to defend or prosecute a claim brought against or by or involving the Receiving Party or its Authorised Recipients but only to the extent so required, requested or ordered provided the Receiving Party agrees to notify the Disclosing Party in writing as soon as possible upon becoming aware of such requirement; and\n(f) both parties agree is not confidential.\n2.8 The Receiving Party will not directly or indirectly attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in any of the Disclosing Party\u2019s products, models or prototypes which contain Confidential Information and which are provided pursuant to this Agreement.\n3. Return of Confidential Information\n3.1 Upon request, the Receiving Party agrees to promptly return or destroy all originals and copies of any of the Confidential Information obtained from the Disclosing Party and thereafter the obligations of the Receiving Party under this Agreement shall be determined, save for the Receiving Party being liable for any antecedent breaches during the subsistence of this Agreement.\n4. Term of the Agreement\n4.1 This Agreement will take effect from the date of this Agreement.\n4.2 This Agreement and the obligations of the parties hereunder shall terminate (i) upon the completion of the Project (if the Receiving Party is selected for the Project); or (ii) on the date falling three (3) years from the date of this Agreement or such other date as the parties may mutually agree in writing (if the Receiving Party is not selected for the Project.\n4.3 Notwithstanding the termination pursuant to Clause 4.2 above the Receiving Party shall remain liable for all antecedent breaches during the subsistence of this Agreement.\n5. Miscellaneous\na. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, communications and understanding between the parties in relation to the Confidential Information.\nb. Any amendment, modification or variation to this Agreement may be made but subject to the written consent of both parties.\nc. This Agreement is binding upon the successors-in-title and assigns of each party provided that the Receiving Party may not assign its rights and obligations under this Agreement without the prior written consent of the Disclosing Party.\nd. Time wherever mentioned in this Agreement shall be of the essence.\ne. No failure or delay in the performance of any part of this Agreement shall constitute a waiver of any term or provision nor will the exercise of any single or partial right, power or privilege exclude or restrict any further exercise thereof under this Agreement.\nf. If any provision in this Agreement may prove to be illegal or unenforceable, it shall not affect the validity and enforceability of the remaining provisions of this Agreement.\ng. In the event of any breach by the Receiving Party under this Agreement the Disclosing Party is entitled to all such remedies as may be granted by a court of competent jurisdiction.\n5.8 Notwithstanding any term in this Agreement, both parties hereto agree to submit and adhere to the privacy laws of Malaysia governed by the Personal Data Protection Act 2010 and any other relevant statue or regulation and this shall accordingly extend to any re-enactment, modification or amendment thereto.\n5.9 The Disclosing Party shall not have any liability or responsibility for errors or omissions in, or any business decisions made by the Receiving Party in reliance on, any Confidential Information disclosed under this Agreement.\n6. Governing Law and Jurisdiction\n6.1 This Agreement is governed by the laws of Malaysia and each of the parties irrevocably agrees that the courts of Malaysia shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement and that accordingly any suit, action or proceeding arising out of or in connection with this Agreement may be brought in such courts.\nIN WITNESS WHEREOF, the parties hereunto set their respective hands and seals, on the dates hereinafter set forth below.\nThe Receiving Party The Disclosing Party (Cagamas Berhad)\nBy: By:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 95 - ], - [ - 95, - 212 - ], - [ - 212, - 266 - ], - [ - 266, - 494 - ], - [ - 495, - 503 - ], - [ - 504, - 665 - ], - [ - 666, - 931 - ], - [ - 932, - 946 - ], - [ - 947, - 951 - ], - [ - 951, - 1354 - ], - [ - 1354, - 1645 - ], - [ - 1645, - 3058 - ], - [ - 3058, - 3260 - ], - [ - 3261, - 3288 - ], - [ - 3289, - 3293 - ], - [ - 3293, - 3465 - ], - [ - 3465, - 3716 - ], - [ - 3717, - 3721 - ], - [ - 3721, - 4010 - ], - [ - 4010, - 4167 - ], - [ - 4167, - 4331 - ], - [ - 4332, - 4336 - ], - [ - 4336, - 4547 - ], - [ - 4547, - 4704 - ], - [ - 4704, - 5028 - ], - [ - 5029, - 5033 - ], - [ - 5033, - 5238 - ], - [ - 5239, - 5243 - ], - [ - 5243, - 5815 - ], - [ - 5816, - 5820 - ], - [ - 5820, - 5991 - ], - [ - 5992, - 5996 - ], - [ - 5996, - 6153 - ], - [ - 6154, - 6300 - ], - [ - 6301, - 6415 - ], - [ - 6416, - 6640 - ], - [ - 6641, - 6695 - ], - [ - 6696, - 7151 - ], - [ - 7152, - 7195 - ], - [ - 7196, - 7200 - ], - [ - 7200, - 7556 - ], - [ - 7557, - 7594 - ], - [ - 7595, - 7599 - ], - [ - 7599, - 7976 - ], - [ - 7977, - 8001 - ], - [ - 8002, - 8006 - ], - [ - 8006, - 8070 - ], - [ - 8071, - 8075 - ], - [ - 8075, - 8151 - ], - [ - 8151, - 8247 - ], - [ - 8247, - 8440 - ], - [ - 8441, - 8615 - ], - [ - 8616, - 8632 - ], - [ - 8633, - 8846 - ], - [ - 8847, - 8972 - ], - [ - 8973, - 9212 - ], - [ - 9213, - 9282 - ], - [ - 9283, - 9549 - ], - [ - 9550, - 9728 - ], - [ - 9729, - 9912 - ], - [ - 9913, - 10223 - ], - [ - 10224, - 10228 - ], - [ - 10228, - 10454 - ], - [ - 10455, - 10488 - ], - [ - 10489, - 10493 - ], - [ - 10493, - 10858 - ], - [ - 10859, - 10979 - ], - [ - 10980, - 11037 - ], - [ - 11038, - 11045 - ], - [ - 11046, - 11059 - ], - [ - 11060, - 11071 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16, - 17 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12, - 13 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10, - 11 - ] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 49, - 50, - 51 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 33, - 37 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 44 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 33, - 38 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 33, - 36 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.cagamas.com.my/sites/default/files/rfi/Project%20LAS%20RFI%20Non-Disclosure%20Agreement.pdf" - }, - { - "id": 324, - "file_name": "ProtectedData-MMD-NonDisclosureAgreementSubmissionInstructions.pdf", - "text": "WECC Confidentiality Agreement\nThis WECC Confidentiality Agreement (\u201cAgreement\u201d) is entered into by __________________________ (\u201cData Recipient\u201d) and is effective as of the date agreed to by Data Recipient. Data Recipient agrees to the following terms and conditions pertaining to Non-Public Information.\n1. Non-Public Information\na. Non-Public Information shall include any and all information Data Recipient receives from WECC, including, but not limited to, information received through a login to the WECC website, which:\ni. Is designated as \u201cConfidential Information\u201d or \u201cMarket Sensitive Information\u201d or is otherwise considered non-public under the WECC Information Sharing Policy;\nii. Meets the definition of Confidential Information as set forth in Section 1500 of the North American Electric Reliability Corporation Rules of Procedure; or\niii. Is identified by WECC as non-public or confidential at the time of disclosure.\nb. For the purposes of this Agreement, Non-Public Information shall not include:\ni. Information that is or becomes available in the public domain through no fault or action of Data Recipient;\nii. Information that was or is acquired by Data Recipient from a source other than WECC in a manner which is not otherwise subject to confidentiality restrictions; or\niii. Information that was or is independently developed by Data Recipient as demonstrated by Data Recipient\u2019s documentation.\n2. Treatment of Non-Public Information\na. Data Recipient agrees to take all necessary precautions to maintain the confidentiality of the Non-Public Information and to prevent unauthorized access to it.\nb. Data Recipient agrees to not make available, disclose, provide or communicate Non-Public Information to any entity or individual, except:\ni. Employees of Data Recipient who (1) have signed an acknowledgment of this Agreement or a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for performance of a job function subject to the limitation on Market Sensitive Information below;\nii. Contractors of Data Recipient who (1) have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for the work being performed subject to the limitation on Market Sensitive Information below. In the event Data Recipient shares Non-Public Information with a contractor pursuant to this provision, Data Recipient agrees to be responsible and jointly and severally liable for any breach of confidentiality by that contractor;\niii. As required by FERC orders, rules or regulations, provided that additional data recipients have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement; or\niv. As may be otherwise agreed to by WECC in writing.\n3. Market Sensitive Information\na. Data Recipient agrees not to provide or disclose any Market Sensitive Information as identified in the WECC Information Sharing Policy to any person who is (1) a Market Function Employee as defined by the FERC Standards of Conduct, or (2) actively and personally engaged in day-to-day sales of electric power or other electric power marketing functions.\n4. Compelled Disclosures\na. Notwithstanding anything to the contrary herein, Data Recipient may disclose Non-Public Information to a governmental authority as required by law, provided that to the extent permitted by law:\ni. Data Recipient notifies WECC as soon as reasonably possible of the required disclosure;\nii. Data Recipient does not disclose the Non-Public Information until WECC has had a reasonable opportunity to respond to the required disclosure; and\niii. Data Recipient cooperates with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\nb. If Data Recipient is an entity subject to state or federal freedom of information laws or an employee of such an entity, Data Recipient certifies that the Non-Public Information is eligible for restriction from public disclosure and agrees to:\ni. Restrict the Non-Public Information from public disclosure;\nii. Notify WECC as soon as reasonably possible of any request for the Non-Public Information; and\niii. Cooperate with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\n5. Disclaimer and Limitations\na. Neither WECC nor any owner or submitter of the Non-Public Information makes any representation or warranty as to the completeness, accuracy, relevance, or usability of the Non-Public Information. All Non-Public Information made available to Data Recipient is made available AS IS AND WITHOUT WARRANTY, EXPRESS OR IMPLIED.\nb. There is no obligation on the part of WECC or any owner or submitter of the Non-Public Information to supplement, update, or correct any Non-Public Information, even if the Non-Public Information is supplemented, updated, or corrected for other purposes.\nWECC Confidentiality Agreement\nc. Use of the Non-Public Information is at Data Recipient\u2019s own risk. Neither WECC nor the owner or submitter of the Non-Public Information shall be liable for any damages arising out of the use of the Non-Public Information.\n6. Changes in Employment\na. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient ceases to be employed by his or her then current employer, Data Recipient agrees to notify WECC within five (5) business days of the change in employment.\nb. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient has a change in job responsibilities such that Data Recipient or an employee of Data Recipient becomes a Market Function Employee, Data Recipient agrees to notify WECC within five (5) business days of the change in employment and to ensure that Data Recipient or such an employee of Data Recipient discontinues accessing or using any Market Sensitive Information as identified in the WECC Information Sharing Policy.\n7. Term and Termination\na. This Agreement shall continue in effect until terminated. This Agreement may be terminated by WECC or Data Recipient at any time at their sole discretion.\nb. Upon any termination of this Agreement, Data Recipient shall return to WECC all Non-Public Information in Data Recipient\u2019s possession or destroy all Non-Public Information in Data Recipient\u2019s possession and certify to WECC in writing that all Non-Public Information has been returned or destroyed, except as may be otherwise required by law in which case the confidentiality obligations of this Agreement shall survive termination.\n8. Miscellaneous Terms\na. This Agreement does not require WECC to disclose any Non-Public Information. Neither this Agreement nor any disclosure of Non-Public Information grant Data Recipient any intellectual property rights or licenses to such information. Data Recipient agrees to comply with all applicable United States export laws and regulations.\nb. This Agreement represents the entire understanding between WECC and Data Recipient related to the Non-Public Information and supersedes all previous communications between WECC and Data Recipient related to this subject. This Agreement can only be modified by written agreement executed by WECC and Data Recipient. Data Recipient may not delegate its duties or obligations under this Agreement without prior written consent from WECC. Any attempt to do so is void.\nc. This Agreement shall be for the sole benefit of WECC and any owner or submitter of the Non-Public Information. This Agreement shall be fully enforceable by WECC and any entity whose Non-Public Information is not treated in accordance with this Agreement.\nWECC Confidentiality Agreement\nd. If any term or provision of this Agreement is held by a body of competent jurisdiction to be invalid, void, or unenforceable, then (1) the remaining provisions of the Agreement shall continue in full force and effect, and (2) in lieu of each such term or provision there shall be added as part of this Agreement a clause or provision as similar in terms as possible that is legal, valid and enforceable.\nIN WITNESS HEREOF, Data Recipient has read and understands this Agreement and enters into this Agreement voluntarily, wishing to be legally bound.\nData Recipient\nSignature: _________________________________________\nPrinted: ___________________________________________\nCompany: _________________________________________\nTitle: _____________________________________________\nDate: _____________________________________________\nEmail: _____________________________________________\n", - "spans": [ - [ - 0, - 5 - ], - [ - 5, - 30 - ], - [ - 31, - 100 - ], - [ - 100, - 127 - ], - [ - 127, - 207 - ], - [ - 207, - 304 - ], - [ - 305, - 330 - ], - [ - 331, - 525 - ], - [ - 526, - 687 - ], - [ - 688, - 847 - ], - [ - 848, - 931 - ], - [ - 932, - 1012 - ], - [ - 1013, - 1123 - ], - [ - 1124, - 1290 - ], - [ - 1291, - 1415 - ], - [ - 1416, - 1454 - ], - [ - 1455, - 1617 - ], - [ - 1618, - 1758 - ], - [ - 1759, - 1794 - ], - [ - 1794, - 1969 - ], - [ - 1969, - 2103 - ], - [ - 2104, - 2142 - ], - [ - 2142, - 2278 - ], - [ - 2278, - 2408 - ], - [ - 2408, - 2638 - ], - [ - 2639, - 2865 - ], - [ - 2866, - 2919 - ], - [ - 2920, - 2951 - ], - [ - 2952, - 3111 - ], - [ - 3111, - 3190 - ], - [ - 3190, - 3308 - ], - [ - 3309, - 3333 - ], - [ - 3334, - 3386 - ], - [ - 3386, - 3530 - ], - [ - 3531, - 3621 - ], - [ - 3622, - 3772 - ], - [ - 3773, - 3904 - ], - [ - 3905, - 4151 - ], - [ - 4152, - 4214 - ], - [ - 4215, - 4312 - ], - [ - 4313, - 4428 - ], - [ - 4429, - 4458 - ], - [ - 4459, - 4658 - ], - [ - 4658, - 4783 - ], - [ - 4784, - 5041 - ], - [ - 5042, - 5047 - ], - [ - 5047, - 5072 - ], - [ - 5073, - 5143 - ], - [ - 5143, - 5298 - ], - [ - 5299, - 5323 - ], - [ - 5324, - 5578 - ], - [ - 5579, - 6095 - ], - [ - 6096, - 6119 - ], - [ - 6120, - 6181 - ], - [ - 6181, - 6277 - ], - [ - 6278, - 6712 - ], - [ - 6713, - 6730 - ], - [ - 6730, - 6735 - ], - [ - 6736, - 6816 - ], - [ - 6816, - 6971 - ], - [ - 6971, - 7065 - ], - [ - 7066, - 7290 - ], - [ - 7290, - 7384 - ], - [ - 7384, - 7389 - ], - [ - 7389, - 7504 - ], - [ - 7504, - 7533 - ], - [ - 7534, - 7648 - ], - [ - 7648, - 7791 - ], - [ - 7792, - 7797 - ], - [ - 7797, - 7822 - ], - [ - 7823, - 7957 - ], - [ - 7957, - 8048 - ], - [ - 8048, - 8229 - ], - [ - 8230, - 8376 - ], - [ - 8377, - 8391 - ], - [ - 8392, - 8403 - ], - [ - 8403, - 8444 - ], - [ - 8445, - 8454 - ], - [ - 8454, - 8497 - ], - [ - 8498, - 8507 - ], - [ - 8507, - 8548 - ], - [ - 8549, - 8556 - ], - [ - 8556, - 8601 - ], - [ - 8602, - 8608 - ], - [ - 8608, - 8653 - ], - [ - 8654, - 8661 - ], - [ - 8661, - 8706 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 55 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 59 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 9, - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 55 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 55 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17, - 21, - 22, - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 34 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19, - 20 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.caiso.com/Documents/ProtectedData-MMD-NonDisclosureAgreementSubmissionInstructions.pdf" - }, - { - "id": 325, - "file_name": "partner_nda_en.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nCompensair Pte.Ltd, a private company limited by shares, incorporated under the laws of Singapore under company number 201913904W and having registered office at 10 Anson Road #09-03, International Plaza, Singapore 079903 (hereinafter \u2013 \u201cDiscloser\u201d), cooperating with the Agents pursuant to the Contract for client acquisition (hereinafter \u2013 \u201cRecipient\u201d), enter into the Non-disclosure Agreement (hereinafter \u2013 \u201cAgreement\u201d) on the following terms (hereinafter \u2013 the \u201cTerms\u201d).\n1. Definitions. For purposes of this Agreement the following terms have the meanings specified for them:\n1.1. \u201cAffiliate\u201d means any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. An entity is regarded as in control of another or owning another if it owns or controls, directly or indirectly, fifty percent (50%) or more of the shares entitled to vote for the election of directors or other persons performing similar functions.\n1.2. \u201cConfidential Information\u201d \u2013 Confidential Information is any information of the Discloser of actual or potential commercial value owing to the fact that it is unknown to third parties; disclosed by the Discloser to the Recipient in writing, by way of document delivery, including in an electronic format safeguarded from unauthorised access to the information in transit; related to business or financial plans or strategies, financial reports or accounting (except to the extent contemplated by the law), contractual relations, pricing and marketing of goods, products or services, technical information, commercial secrets, know-how, research, production plans, concepts, intellectual property items (including inventions, discoveries, innovative ideas, useful models, designs, production prototypes not covered by patent for whatever reason, computer programmes, databases, trademark designs not registered for whatever reason).\nNo information which has become public and to which the Discloser has provided access for third parties without limitation or which has become public other than through the fault of the Recipient (but not before it becomes publicly circulated), which the Recipient is able to prove that it had been in the possession of before it was disclosed by the Discloser or that such information was provided without liability to maintain confidentiality, will be deemed confidential.\nNo information which the Recipient is able to prove it has created without using Confidential Information will be deemed confidential.\n1.3. \u201cDiscloser\u201d means the party disclosing Confidential Information under this Agreement.\n1.4. \u201cRecipient\u201d means the party receiving Confidential Information under this Agreement.\n2. Subject of the Agreement. Parties\u2019 obligations to maintain confidentiality of Confidential Information on the terms provided by this Agreement constitute the subject of this Agreement.\n2.1. The Discloser will disclose to the Recipient confidential information related to implementation of a service for receiving compensation for delayed and canceled flights.\n2.2. The Recipient and its Representatives having access to Confidential Information must use Confidential Information exclusively for the purposes for which Confidential Information was disclosed and not use it for any other purpose.\n2.3. Neither Party will disclose the fact of existence of this Agreement without prior approval from the other Party.\n2.4. The Recipient will ensure that information is stored securely and cannot be accessed by any individuals, except the Representatives, including outside business hours.\n2.5. In the event that any fact of Confidential Information disclosure to third parties becomes known to the Recipient, it will contact the Discloser immediately, advising of such a fact and of any actions it is taking to reduce the damage.\n3. Permitted Use. Recipient shall keep Discloser\u2019s Confidential Information confidential and use Confidential Information only for the above-stated Purpose of Disclosure, or for performing its obligations or exercising its rights under this Agreement. Recipient may disclose the Confidential Information internally within its organization (including Affiliates) only on a \u201cneed-to-know\u201d basis, and except for Cardholder Information which shall not be disclosed, to its outside attorneys, consultants, contractors and sub-contractors (\u201cRepresentatives\u201d), only to the extent those individuals are bound by a legal obligation or agreement that is as protective of the Confidential Information as this Agreement. A Recipient is fully responsible for any breach of the terms of this Agreement by any of its Affiliates or Representatives. A Recipient shall use the same degree of care, but no less than a reasonable degree of care, as it uses to prevent unauthorized disclosure of its own Confidential Information. Except for the permitted uses and disclosures expressly set out in this Agreement, no other uses or disclosures are permitted.\n3.1. A failure to comply with Clause 3.1 of this Agreement will serve good ground for terminating access to Confidential Information, whereby the Discloser becomes entitled to a unilateral refusal to execution of any agreements made between the Parties, by which the Recipient is to receive or has received access to Confidential Information.\n3.2. In the event that the confidentiality terms in the agreements made by the Parties, by which the Recipient is to be or has been given access to the Confidential Information, and in this Agreement prove to be contradictory, the terms of this Agreement will prevail.\n4. Exceptions. This Agreement imposes no obligation on a Recipient with respect to Confidential Information that:\n(a) is or becomes publicly known through no breach of this Agreement;\n(b) is rightfully received by the Recipient from a third party that has no applicable duty of confidentiality;\n(c) is or becomes the subject of a patent, in which case a party shall rely upon its rights under applicable patent law;\n(d) is disclosed by the Recipient with the prior written consent of the Discloser. A party also may disclose Confidential Information if required by court order, governmental demand, or other compulsory legal process, provided that if legally permitted to do so it first notify the Discloser in writing at least ten (10) days in advance in order to afford Discloser an opportunity to seek a protective order or other relief.\n5. Mandatory Disclosure. If the Recipient is required by the law to disclose Confidential Information, it will advise the Discloser immediately. The Recipient undertakes to disclose information exclusively to the extent required by the applicable law.\n6. Ownership. As between the parties, Discloser and Recipient, respectively, will retain all right, title and interest to any Confidential Information provided or disclosed by such party under this Agreement. The Discloser reserves the right to analyze the actions taken by the Recipient to safeguard Confidential Information. If the Recipient refuses to share information on the actions it is taking to safeguard Confidential Information or if such actions are found to be inadequate for safeguarding Confidential Information, the Discloser may refuse to disclose Confidential Information or unilaterally refuse to perform under any agreement made between the Parties, by which the Recipient is to receive or has received access to Confidential Information.\n7. Return or Destruction. Upon Discloser\u2019s written request, a Recipient shall promptly return all Confidential Information received under this Agreement, together with all copies, or certify in writing that it has destroyed all such materials.\n8. No Commitment. Each party acknowledges that the other party may be evaluating similar business opportunities or proposals with third parties, or developing systems, products, or services that are similar in nature to the other party\u2019s current or planned offerings. Nothing in this Agreement limits the right of either party to develop, procure or market systems, products, or services that may be similar to or competitive with those of the other party; provided that no unauthorized use or disclosure of the other party\u2019s Confidential Information is used in such activities. In addition, nothing in this Agreement will be construed to prevent either party from entering into negotiations or business relationships with any third party, even if such third party is a competitor of a party to this Agreement.\n9. No Licenses or Joint Venture. No party acquires any intellectual property rights under this Agreement (including patent, copyright, or trademark rights). Neither party shall make any use of the trademarks, trade names, or service marks of the other party without express written consent.\n10. Liability of the parties. A Party defaulting under this Agreement will reimburse the other Party for any loss resulting from disclosure or unlawful use of Confidential Information. Losses will be reimbursed according to the law of Singapore.\n11. Remedies. The parties acknowledge that improper disclosure of Confidential Information may cause irreparable injury to the Discloser, and that remedies at law for any such breach could be inadequate. In the event of a breach or threatened breach, Discloser has the right to seek injunctive relief (in addition to any and all other remedies available at law or equity) without the need to post a bond or other security or demonstrate the confidential nature of its Confidential Information. The prevailing party in any action to enforce this Agreement is entitled to its reasonable costs and attorneys\u2019 fees. Each party irrevocably waives any right it may have to a trial by jury in connection with any dispute arising under this Agreement.\n12. No Obligation to Disclose. This Agreement does not obligate any party to disclose Confidential Information. By disclosing Confidential Information, however, the Discloser represents and warrants that it has all rights necessary to make the disclosure.\n13. Duration of Obligations. Recipient\u2019s obligations under this Agreement end five (5) years after the date of first disclosure hereunder.\n14. Assignment. This Agreement may not be assigned or transferred without the prior written consent of the other party, which shall not be unreasonably withheld. Any such assignment or transfer without written consent will be void. Subject to the foregoing, this Agreement will be binding on and inure to the benefit of the parties, their successors and assigns.\n15. Notices. All notices under this Agreement must be in writing and delivered by hand, overnight delivery, or certified or registered mail, return receipt requested, to the Contacts for Legal Notice and Business Information Exchange identified above.\n16. Governing Law. The terms of this Agreement shall be construed in accordance with the laws of Singapore. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by 3 (three) arbitrators appointed in accordance with the said Rules. The seat, or legal place, of arbitration shall be Singapore, Singapore. The language to be used in the arbitral proceedings shall be English. The foregoing, however, shall not preclude the Parties from applying for a preliminary or injunctive remedy available under applicable laws for any purpose.\n17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings, whether written or oral, with respect to such subject matter.\n18. Severability. 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In the course of meetings, communi-cations, correspondences and discussions, certain Confidential Information (as hereinafter defined) may be disclosed by USM and/or ABC to each other for the Purpose (as hereinafter defined).\nTHIS NDA WITNESSETH as follows:\n1. DEFINITIONS\nIn this NDA and the appendices hereto, if any, the following words and expressions shall have the following meaning -\n\"Confidential Information\" means any and all technical and non-technical information including patent, copyright, trade secret, know-how and proprietary information, techniques, sketches, drawings, diagrams, methods, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to a technology or invention, and includes, without limitation, its respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing manufacturing, customer list, business forecasts, sales and merchandising and marketing plans and information designated in writing to be confidential or by its nature intended to be for the sole knowledge of the Receiving Party (as hereinafter defined) or if orally given in the circumstances of confidence or confirmed promptly in writing as having been disclosed as confidential or proprietary for the Purpose; that is conveyed by the Disclosing Party (as hereinafter defined) to the Receiving Party, in written, oral, digital, magnetic, photographic and/or whatsoever forms;\n\"Disclosing Party\" means the Party and/or its Related Companies (represented by its Personnel in Charge), who is disclosing Confidential Information under this NDA to the other Party (represented by its Personnel in Charge);\n\"Effective Date\" means the date stated at the beginning of this NDA which is the date this NDA becomes effective;\n\"NDA Period \" means the duration of the NDA which is twelve (12) months from the Effective Date, or any extension of time to be mutually agreed in writing by the Parties;\n\"Personnel in Charge\" means the employees, officers, directors, workers and/or authorised person of each Party as set out in Appendix I and Appendix II respectively;\n\"Purpose\" means the execution of a legally binding agreement between the Parties and/or the Related Companies regarding a potential business arrangement or joint research in relation to the Technology (as hereinafter defined), within the NDA period;\n\"Receiving Party\" means the Party and/or its Related Companies (represented by its Personnel in Charge), who is receiving Confidential Information under this NDA from the other Party (represented by its Personnel in Charge);\n\"Technology\" means the development process of ......................... as developed by the School of ..................................., USM;\n\"Related Companies\" means a company which is the holding company, investment arm or subsidiary of either Party or a company which shares a common holding company or shareholders with either Party. The words \"holding company\" and \"subsidiary\" shall have the same meanings as prescribed to them in the Companies Act 1965.\n2. RIGHTS TO CONFIDENTIAL INFORMATION\n2.1 Use\nAll Confidential Information disclosed by the Disclosing Party shall be used, consumed, utilised and acted in whatever ways by the Receiving Party solely and strictly for the Purpose, and each disclosure of Confidential Information may be recorded by the Personnel in Charge of each Party. The Receiving Party undertakes not to use the Confidential Information for further research, technical analysis, reverse engineering and/or exploit for the purpose of any commercial gains in any manner whatsoever.\n2.2 Proprietorship\nThe Confidential Information and the intellectual property thereof, is proprietary to the Disclosing Party and shall remain, the property of the Disclosing Party, and the Disclosing Party warrants that it has the right to disclose the Confidential Information to the Receiving Party.\n2.3 No Grant of Licence\nThe disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall not be construed as the granting of a licence under any patent, copyright, trade secret, other proprietary rights or any other rights by the Disclosing Party.\n2.4 Prohibition\nThe Receiving Party agrees that the Receiving Party is not permitted to sell, license, develop or otherwise exploit any parts, products, services, documents or information which embody in whole or in part any Confidential Information of the Disclosing Party without the written consent from the Disclosing Party, save and except as contemplated by this NDA.\n2.5 Tangible Forms of Confidential Information\nIn the event any tangible forms of Confidential Information shall be copied, in whole or in part, the Receiving Party shall have first obtained the prior written consent of the Disclosing Party.\n3. OBLIGATIONS\n3.1 Receiving Party\nIn relation to the Confidential Information of the Disclosing Party, the Receiving Party undertakes -\n(a) to maintain the Confidential Information in strict confidence;\n(b) to use the Confidential Information solely for the Purpose only and for no other purpose;\n(c) to refrain from copying, reproducing and reducing to writing or any other form of recording any part thereof except as may be reasonably necessary for the Purpose provided that the Receiving Party has obtained the prior written consent of the Disclosing Party;\n(d) to refrain from disclosing the Confidential Information whether to its employees (other than the Personnel in Charge) or third parties except to such of its employees (other then the Personnel in Charge) or third parties who have a need to know or whose services are appropriately required in connection with the Purpose but subject to the prior written consent of the Disclosing Party and the provision of clause 3.2 herein below;\n(e) to apply no lesser security measures and degree of care thereto than those which the Receiving Party applies to its own Confidential Information or proprietary information and which the Receiving Party warrants as providing adequate protection on such information from unauthorized use or disclosure.\n(f) not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided by the Disclosing Party.\n3.2 Third Party\nIn the event disclosure of the Confidential Information is made by the Receiving Party to any third party, the Receiving Party shall ensure that the third party undertakes to comply strictly to the conditions and the non-disclosure obligations of the Parties under this NDA and for the aforesaid purpose, the Receiving Party shall cause the third party to execute an undertaking in the format set out in Appendix III hereto.\n4. EXCEPTIONS\n4.1 No confidentiality and non-disclosure obligations shall apply if, and to the extent that the Confidential Information -\n(a) is already known by the Receiving Party prior to receipt from the Disclosing Party; or\n(b) is or becomes part of the public domain and widely available other than by breach of the obligations of the Receiving Party ; or\n(c) is independently developed by the Receiving Party; or\n(d) is lawfully received by the Receiving Party from a third party; or\n(e) is required to be disclosed by operation of law and if the Receiving Party is required to disclose under this clause, the Receiving Party shall, if possible, disclose only to the minimum required to comply with the law.\n4.2 If at any time clause 4.1(e) above applies to any part of the Confidential Information, the Receiving Party shall immediately notify the Disclosing Party of the matter, so that the Disclosing Party may, if it wishes, seek an appropriate remedy under the applicable laws to prevent the use or disclosure or protect the confidentiality of what is disclosed.\n5. EFFECTIVE DATE AND DURATION\n5.1 This NDA shall take effect from the Effective Date irrespective of the diverse dates upon which the respective Parties may have executed this NDA. The provisions of this NDA shall however apply retrospectively to any Confidential Information, which may have been disclosed in connection with the Purpose prior to the Effective Date.\n5.2 The obligations of the Parties under this NDA shall continue and survive the completion of the Purpose and remain binding for a period of five (5) years from the date of completion of the Purpose or, from the date of the earlier termination of this NDA as provided in clause 7 herein.\n6. INCIDENTALS\n6.1 Return of Confidential Information\nThe Receiving Party shall immediately on request by the Disclosing Party return all or any part of the Confidential Information as shall be determined by the Disclosing Party and shall (at the Disclosing Party's option) -\n(a) return all copies and extracts of the Confidential Information and all summaries, reports and notes made that relate to or use the Confidential Information (whether on paper, in an electronic information storage and retrieval system, in any other storage and retrieval system, or in any other storage medium); or\n(b) certify by letter signed by an authorized signatory of the Receiving Party that the items referred to in clause .6.1(a) have been destroyed or erased; or\n(c) do both of clauses 6.1(a) and 6.1(b) above.\nexcept that one copy of each may be retained by the Receiving Party's legal department for archival purposes only.\n6.2 Remedies\n6.2.1 The Receiving Party agrees that no monetary damages shall be sufficient to avoid or compensate the unauthorized use or disclosure of the Confidential Information and that injunctive relief would be appropriate to prevent any actual or threatened use or disclosure of such Confidential Information.\n6.2.2 Any expenses including the legal costs arising from this clause and/or this NDA shall be borne by the defaulting party.\n7. TERMINATION\n7.1 Without limiting the generality of any other clause in this NDA, either Party may terminate this NDA immediately by giving the other Party, thirty (30) days' written notice if the other Party:\n(a) is in breach of the terms and conditions of this NDA and such breach is not remedied within thirty (30) days of a written notification from the non-defaulting Party requiring the same to be remedied;\n(b) becomes, threatens or resolves to become or is in danger of becoming subject to any form of insolvency proceedings whatsoever;\n(c) ceases or threatens to cease conducting its business in the normal manner or appears to be at risk of doing so.\n7.2 In the event that the Parties fail to execute a legally binding agreement within the NDA Period in completion of the Purpose, this NDA shall forthwith be terminated at the end of the NDA Period.\n8. E-COMMUNICATION AND SIGNATURE\nThe Parties hereby consent to electronic communication and electronic signatures being equal to signatures inked on paper. The Parties acknowledge and agree that electronic communication is an acceptable method of communicating information from a Party to the other party without having to communicate the same on paper. Any communication and subsequent electronic signature that has been sent or signed in the past, present, or future between the Parties will hold the same force and effect as a document signed and inked on paper.\n9. MISCELLANEOUS\n9.1 Notices\n9.1.1 All notices which are required to be given hereunder shall be in writing and shall be sent to the registered address and correspondence address of the recipient set out in this NDA by personal delivery, registered post, electronic mail or facsimile transmission.\n9.1.2 Any change of registered or correspondence address of either Party shall be notified to the other Party.\n9.2 Successor Bound\nThis NDA shall be binding on the Parties hereto and their respective successors and permitted assigns.\n9.3 Assignment\nNeither Party shall be entitled to assign this NDA, in whole or in part, or any of its rights and obligations under this NDA without the prior written consent of the other Party.\n9.4 Severance\nNotwithstanding that any provision of this NDA may prove to be illegal or unenforceable, the remaining provisions of this NDA shall continue in full force and effect.\n9.5 Entire Agreement\nThis NDA, together with the Appendices, constitute the entire agreement between the Parties hereto with respect to the Purpose and supersedes all prior or contemporaneous representations, agreements and promises, written or oral, between the Parties with respect to the Purpose.\n9.6 Variation\nThis NDA shall not be amended, altered, changed or otherwise modified without the mutual consent of the Parties hereto and such amendments, alterations, changes or modifications shall be made in writing and signed by the Parties hereto.\n9.7 Governing Law and Jurisdiction\nThis NDA shall be governed by and interpreted in accordance with the laws of Malaysia and the Parties hereto agree to submit to the exclusive jurisdiction of the courts in Malaysia.\n9.8 Time\nTime whenever and wherever mentioned shall be of the essence of this NDA.\n9.9 Headings Annexures and Appendices\n9.9.1 The headings in this NDA are included for convenience only and shall neither affect the construction or interpretation of any provision in this NDA nor affect any of the rights or obligations of the Parties hereto.\n9.9.2 All annexures and appendices annexed hereto shall form part of this NDA and shall be read taken and construed as an essential part of this NDA.\n(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)\nfirst above written:\nSigned for and on behalf of )\nUNIVERSITI SAINS MALAYSIA )\nIn the presence of: ) ................................................................... [name & designation]\n........................................................... [name & designation]\nSigned for and on behalf of )\nABC )\nIn the presence of: ) .............................................................. [name & designation]\n........................................................... 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"spans": [ - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 38, - 42 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 35, - 38, - 41 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 49, - 54, - 56 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 49, - 53 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 38, - 42 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 26, - 33, - 38, - 40 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://legal.usm.my/v3/phocadownload/pp%2011%20-%20non-disclosure%20agreement%20mutual.pdf" - }, - { - "id": 327, - "file_name": "PS20131165-Non-DisclosureAgreement.pdf", - "text": "Non-Disclosure Agreement\nWHEREAS, in order to receive sensitive information, the City shall disclose to ___________________________________ (the \u201cRecipient\u201d), certain Confidential Material of the City for the sole purpose of responding to Request for Proposal No. PS20131165 \u2013 Preliminary Design of the Georgia Ramp and Steps (the \u201cPurpose\u201d) and on the terms and subject to the conditions contained in this Agreement.\nNOW THEREFORE, in consideration of the mutual premises and covenants herein, the receipt and sufficiency of which is hereby acknowledged, the City and the Recipient hereby agree as follows:\n1.0 Definitions\n1.1 \u201cAffiliate\u201d means an affiliate as defined in the Business Corporations Act (British Columbia), as may be amended.\n1.2 \u201cAgreement\u201d means this Non-Disclosure Agreement.\n1.3 \u201cCity\u201d means the City of Vancouver, a municipal corporation continued pursuant to the Vancouver Charter, and includes, but is not limited to, the Vancouver Police Board, the City\u2019s Board of Parks and Recreation, the Vancouver Fire and Rescue Service, and the Vancouver Library Board;\n1.4 \u201cRecipient\u2019s Team\u201d means any person who is a member of the Recipient\u2019s team, whether such member is an employee, sub-contractor or agent of the Recipient, or any employee or agent of such person.\n1.5 \u201cConfidential Material\u201d means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material.\n2.0 Title\n2.1 All right, title and interest in and to Confidential Material will be and remain vested in the City. Nothing in this Agreement obliges the City to disclose Confidential Material to the Recipient or grants the Recipient any license or right of any kind with respect to Confidential Material, except the limited right to use such information solely for the Purpose.\n3.0 Recipient's Obligations\n3.1 The Recipient will use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement.\n3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City.\n3.3 The Recipient will hold and keep, and will ensure that all of the Recipient\u2019s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, and will,\n(a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein,\n(b) disclose the Confidential Material only to those of the Recipient\u2019s Team who have a definable need to know such information for Purpose, provided that such Recipient\u2019s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person\u2019s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient,\n(c) not, and will ensure that each of the Recipient\u2019s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and\n(d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved.\n4.0 Exceptions to Confidentiality Obligations\n4.1 This Agreement imposes no obligation upon the Recipient with respect to the City\u2019s Confidential Material received hereunder that\n(a) the Recipient can promptly demonstrate with documentary evidence was already legitimately known to the Recipient without a duty of confidentiality prior to the disclosure thereof by the City,\n(b) is lawfully received by the Recipient from a third party, other than a supplier introduced to the Recipient by the City, without a duty of confidentiality,\n(c) has become general public knowledge through no act or fault on the part of the Recipient or the Recipient\u2019s Team, or\n(d) the Recipient can promptly demonstrate with documentary evidence was independently developed by or for the Recipient without the use of any Confidential Material.\n5.0 Legal Requirement to Disclose\n5.1 If the Recipient or any of the Recipient\u2019s Team is or becomes legally required to disclose any Confidential Material to a government body or court of law, the Recipient agrees, to the extent permissible by law, to give, and will ensure that the Recipient\u2019s Team give, the City sufficient advance notice to enable the City the opportunity to contest the disclosure or obtain a protective order.\n6.0 Warranty Disclaimer\n6.1 All Confidential Material is provided on an \u201cas is\u201d basis, and all representations and warranties, express or implied, including as to its accuracy or completeness, fitness for purpose, merchantability, and non-infringement, are hereby disclaimed.\n7.0 Injunctive Relief\n7.1 The Recipient acknowledges and agrees with the City that\n(a) the secrecy of the Confidential Material is of the utmost importance to the City, and the Confidential Material is of a sensitive and confidential nature such that monetary damages alone may be inadequate to protect the City\u2019s interests against any actual or threatened breach of this Agreement\n(b) the covenants and conditions of this Agreement are reasonable and necessary for the protection of the City\u2019s business and security and all defences to the strict enforcement thereof by the City are hereby waived by the Recipient to the fullest extent permitted by law, and\n(c) a violation of any of the provisions of this Agreement will result in immediate and irreparable damage to the City, and so the City will, in addition to any other rights to relief, be entitled to the remedies of specific performance and injunctive or other equitable relief in respect of any actual or threatened breach of this Agreement, without proof of actual damages or the inadequacy of monetary damages.\n8.0 General\n8.1 Upon the request at any time of the City, the Recipient will promptly destroy all Confidential Material and any copies or reproductions thereof in the Recipient\u2019s possession or under its control or in the possession or under the control of any of the Recipient\u2019s Team, and will certify in writing such destruction or return of all Confidential Material. If compliance with the foregoing would violate any applicable law or regulation, then such information may be retained provided that it is not used for any purpose other than to evidence the Recipient\u2019s compliance with such law or regulation, and such retained information must be maintained in confidence as set forth in this Agreement.\n8.2 Neither party has an obligation under this Agreement to enter into any other business relationship with the other party.\n8.3 The Recipient will not, without the written consent of the City, disclose to any third party either the fact that discussions or negotiations are taking place concerning the Transactions or any of the terms, conditions or other facts with respect to the Transactions including the status thereof or the subject matter of this Agreement, provided, however, that nothing herein will prevent the Recipient from making such disclosure\n(a) on a confidential basis to any of the Recipient\u2019s Team to the extent such person needs to know such information strictly for the Purpose, or\n(b) in order to comply with the requirements of applicable securities or other laws.\n8.4 No waiver, addition to or amendment of this Agreement will be effective unless made in writing signed by authorized signatories of the parties and expressly stated to be a waiver, addition to or amendment of this Agreement. This Agreement states the entire agreement between the parties as to its subject matter and merges and supersedes all previous communications with respect to their obligations hereunder, and the provisions hereof will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.\n8.5 This Agreement will be governed by and interpreted and construed in accordance with the laws prevailing in the Province of British Columbia and the Recipient irrevocably attorns to the exclusive jurisdiction of the courts of British Columbia and all courts having appellate jurisdiction thereover in relation to the interpretation and enforcement of this Agreement.\n8.6 If the Recipient agrees to the terms and conditions of this Agreement the Recipient is required to sign and return this Agreement to the City of Vancouver Purchasing Services Office, fax number 604-873-7057, attention Jim Lowood or scan and email to jim.lowood@vancouver.ca.\nSigned by:\n__________________________________\n__________________________________\n__________________________________\n___________________________________\nDate\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 104 - ], - [ - 104, - 140 - ], - [ - 140, - 417 - ], - [ - 418, - 607 - ], - [ - 608, - 623 - ], - [ - 624, - 741 - ], - [ - 742, - 794 - ], - [ - 795, - 1082 - ], - [ - 1083, - 1282 - ], - [ - 1283, - 1789 - ], - [ - 1789, - 2118 - ], - [ - 2119, - 2128 - ], - [ - 2129, - 2133 - ], - [ - 2133, - 2234 - ], - [ - 2234, - 2496 - ], - [ - 2497, - 2524 - ], - [ - 2525, - 2529 - ], - [ - 2529, - 2686 - ], - [ - 2687, - 2691 - ], - [ - 2691, - 2811 - ], - [ - 2812, - 2816 - ], - [ - 2816, - 3175 - ], - [ - 3176, - 3293 - ], - [ - 3294, - 3779 - ], - [ - 3779, - 4099 - ], - [ - 4100, - 4288 - ], - [ - 4289, - 4609 - ], - [ - 4610, - 4655 - ], - [ - 4656, - 4660 - ], - [ - 4660, - 4788 - ], - [ - 4789, - 4984 - ], - [ - 4985, - 5144 - ], - [ - 5145, - 5265 - ], - [ - 5266, - 5432 - ], - [ - 5433, - 5466 - ], - [ - 5467, - 5471 - ], - [ - 5471, - 5864 - ], - [ - 5865, - 5888 - ], - [ - 5889, - 6140 - ], - [ - 6141, - 6162 - ], - [ - 6163, - 6167 - ], - [ - 6167, - 6223 - ], - [ - 6224, - 6522 - ], - [ - 6523, - 6799 - ], - [ - 6800, - 7213 - ], - [ - 7214, - 7225 - ], - [ - 7226, - 7230 - ], - [ - 7230, - 7584 - ], - [ - 7584, - 7921 - ], - [ - 7922, - 8046 - ], - [ - 8047, - 8051 - ], - [ - 8051, - 8481 - ], - [ - 8482, - 8626 - ], - [ - 8627, - 8711 - ], - [ - 8712, - 8716 - ], - [ - 8716, - 8940 - ], - [ - 8940, - 9268 - ], - [ - 9269, - 9273 - ], - [ - 9273, - 9638 - ], - [ - 9639, - 9643 - ], - [ - 9643, - 9917 - ], - [ - 9918, - 9928 - ], - [ - 9929, - 9963 - ], - [ - 9964, - 9998 - ], - [ - 9999, - 10033 - ], - [ - 10034, - 10069 - ], - [ - 10070, - 10074 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 53 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 31, - 35 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 49, - 50 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 23, - 25, - 53, - 54 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 23, - 27 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 31, - 33 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10, - 23, - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://bids.vancouver.ca/bidopp/RFP/documents/PS20131165-Non-DisclosureAgreement.pdf" - }, - { - "id": 328, - "file_name": "PSGT Agreement NDA New Supplier Non Disclosure Template DC.pdf", - "text": "PURCHASING & SUPPLY GROUP\nNON-DISCLOSURE AGREEMENT\nThis CONFIDENTIALITY AGREEMENT (the \u201cAgreement\u201d) is made effective as of the [\u25cf] day of [\u25cf], 201[\u25cf] by and between Cleary Gottlieb Steen & Hamilton LLP (\u201cCGSH\u201d), a limited liability partnership with registered offices at 2000 Pennsylvania Avenue, NW, Washington, DC 20006 (the \u201cPremises\u201d), and [\u25cf] (the \u201cSupplier\u201d) with registered office at [\u25cf] (each a \u201cParty,\u201d and, together, the \u201cParties\u201d). For the purposes of this Agreement, CGSH includes its wholly owned subsidiaries, as well as its affiliates, branches, and offices both in and outside the United States, and the Premises includes all offices of the foregoing.\nIn consideration of CGSH hiring the Supplier to perform [\u25cf] services (the \u201cServices\u201d), including as may be set forth in an agreement between the Parties (the \u201cServices Agreement\u201d), and since the Supplier may be provided with or come into contact with confidential and proprietary information belonging to CGSH or its clients (each a \u201cDisclosing Party\u201d and together the \u201cDisclosing Parties\u201d) in connection with its provision of Services, the Supplier hereby agrees as follows:\n1. SUPPLIER\u2019S DUTY OF NON-DISCLOSURE\nA. \u201cConfidential Information\u201d means all confidential, proprietary, or non-public information of the Disclosing Parties (however recorded or preserved) that is disclosed or made available, directly or indirectly, by CGSH or its respective employees, officers, representatives or advisors to the Supplier or its affiliates, representatives, employees or agents, relating to the business of such Disclosing Party or that otherwise by its nature would be reasonably understood as confidential, whether provided in written or oral form and in any manner whatsoever. Without limiting the foregoing, Confidential Information may include confidential or proprietary information owned by a third party and used under license by a Disclosing Party.\nB. The Supplier agrees that it may only access and interact with any Confidential Information made available to it to the extent necessary for it to perform the Services. The Supplier further agrees that, as a recipient of Confidential Information: (i) except as expressly permitted by an applicable Services Agreement, it shall not, for any purpose, use, disclose, reproduce, transfer or reduce to writing or otherwise record the Confidential Information; (ii) it shall maintain in confidence the Confidential Information and shall, with respect to such Confidential Information, use the same degree of care and exercise reasonable efforts to protect such Confidential Information as it uses and exercises with respect to protecting its own similar confidential and/or proprietary information, but in all events no less than reasonable efforts and care; (iii) it shall only disclose Confidential Information to those of its or its affiliates\u2019 employees (a) to whom it is necessary to disclose such Confidential Information for performance of the Services, (b) to whom it has advised of the terms of this Agreement, and (c) who have agreed in writing to be bound by the terms of this Agreement; (iv) it shall cause the employees to whom the Confidential Information is disclosed pursuant to Section 1.B(iii) to comply with the terms of this Agreement, and it shall be responsible for such compliance and fully liable for any failure to comply; and (v) except as set forth in Section 1.B(iii), it shall not disclose or in any way disseminate or make available any Confidential Information disclosed or otherwise made available to it or in its possession to any other party.\nC. The Supplier shall be responsible for any breach of the terms of this Agreement by it and its affiliates, and their respective representatives, employees and agents, and shall take all reasonable measures to prevent such parties from using, disclosing, reproducing, transferring, reducing to writing or otherwise recording the Confidential Information as prohibited by this Agreement. If it becomes known to the Supplier that (i) it or its affiliates, representatives, employees or agents have breached any of the terms of this Agreement, or (ii) facts and/or circumstances exist that could be reasonably expected to result in disclosure of any Confidential Information, the Supplier shall in each case immediately notify CGSH of such breach, facts and/or circumstances, and, in the case of (ii), shall use its best efforts to remedy the facts and/or circumstances that would lead to such disclosure (to the extent such facts and/or circumstances may be within the Supplier\u2019s control upon such exercise of best efforts).\nD. The Supplier agrees that the restrictions on use and disclosure of Confidential Information under this Agreement shall not apply to the Supplier for information that: (i) is now or hereafter becomes, through no act or failure to act on the part of the Supplier, generally known or available to the public other than through a breach of an obligation of confidentiality to CGSH; (ii) was known to the Supplier prior to encountering such information from the performance of its Services; (iii) was lawfully obtained by the Supplier from third parties, provided that such third parties were not restricted or obligated to keep such information confidential; or (iv) is required to be disclosed by law, any order of court or any competent regulatory authority, subject to the further provisions of this clause. In the event that the Supplier is required to disclose Confidential Information pursuant to the requirements of applicable law, rules, regulations, court or other governmental authority, the Supplier shall provide prompt advance notice (in writing, if practical) to CGSH in order to enable CGSH to contest such requirement of disclosure or seek an appropriate protective order, and shall disclose such Confidential Information only to the extent the Supplier reasonably determines it is legally compelled to disclose such Confidential Information and with respect to which it agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded therefor.\nE. Confidential Information disclosed or made available under this Agreement and any intellectual property or proprietary rights therein are and shall remain the property of CGSH. Nothing in this Agreement shall be construed to imply the grant of any license to make, use or sell or otherwise commercialize any Confidential Information. Further, the Supplier acknowledges that any Confidential Information disclosed or made available to it is provided \u201cAS IS\u201d and that EACH DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ITS CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO, THE QUALITY, ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF SUCH CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES.\nF. Upon the termination of the Services for any reason or at the written request of a Disclosing Party at any time, the Supplier shall destroy (and promptly deliver a certification of such destruction) or promptly deliver to each Disclosing Party, or to the requesting Disclosing Party as the case may be, all tangible embodiments of such Disclosing Party\u2019s Confidential Information in the Supplier\u2019s or its employees\u2019 possession, including but not limited to copies, notes, packages, pictures, diagrams, computer memory media and all other tangible embodiments of, or materials containing, any portion of the Confidential Information.\n2. DATA PROTECTION\nEach Party shall (and shall procure that each of its relevant affiliates shall), and shall use reasonable endeavors to procure that any third party subcontractors shall, comply with their respective obligations under all applicable law regarding data protection in relation to all Personal Data and Confidential Information (together, \u201cProtected Data\u201d) that is processed by it in the course of performing its obligations under this Agreement, and take such steps as are reasonably required by the other Party to ensure that the other Party is able to comply with such law. This includes maintaining a valid and up to date registration or notification under applicable law relating to data protection. \u201cPersonal Data\u201d and \u201cprocessing\u201d and \u201cprocessed\u201d (when used in the context of Personal Data) have the meanings given to those terms in the EU Data Protection Directive 95/46/EC and the applicable implementing legislation in any country including the Data Protection Act 1998 (the \u201cData Protection Laws\u201d).\nCGSH acknowledges that, to the extent the Supplier is a data processor within the meaning of the Data Protection Laws, the Supplier shall (and shall use all reasonable endeavors to ensure that its sub-contractors shall) (i) only process Confidential Information, including any client data, in accordance with CGSH\u2019s instructions and (ii) bring into effect and maintain all reasonable technical and organizational measures to maintain security, prevent unauthorized or unlawful access to or processing of Personal Data, and accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological development and the cost of implementing the measures, so as to ensure a level of security appropriate to: (A) the harm that may result from breach of those measures; and (B) the nature of the Personal Data to be protected.\nFurther, the Data Protection Laws make it mandatory that CGSH obtain contractual guarantees from all third parties who will be given access to or who become aware of Protected Data during the course of their visits to the Premises in order that they may undertake the role of a service provider. The Data Protection Laws also require CGSH to ensure they have measures in place to prevent the unauthorized or unlawful use of Protected Data and to prevent accidental loss, destruction or damage to any personal information. The Supplier must therefore ensure, by way of written contract between it and its employees, subcontractors and individuals visiting the Premises on the Supplier\u2019s behalf (each a \u201cContractor\u201d and, together, the \u201cContractors\u201d), that if at any time a Contractor becomes aware of Protected Data the Supplier or its Contractors will not (i) share this information with anyone outside of CGSH, (ii) take any information away from the Premises, and/or (iii) duplicate or copy any Protected Data.\n3. SURVIVAL; REMEDY\nA. This Agreement and the obligations herein shall survive indefinitely, regardless of whether or not the Supplier is still providing Services at the Premises.\nB. The Supplier acknowledges that the unauthorized use or disclosure of a Disclosing Party\u2019s Confidential Information or any breach of this Agreement by the Supplier may cause such Disclosing Party to suffer irreparable injury not compensable by monetary damages and for which such Disclosing Party may not have an adequate remedy at law. Accordingly, the Supplier agrees that CGSH will have the right to seek, without the posting of any bond or security or the giving of any undertaking as to damages or otherwise, specific performance or other injunctive or equitable relief from a court of competent jurisdiction as may be necessary or desirable to prevent, curtail or remedy any such unauthorized use or disclosure, whether threatened or actual. The rights of CGSH set forth in this paragraph shall be in addition to, and without prejudice to, any other rights that CGSH may have hereunder, whether at law or in equity.\n4. MISCELLANEOUS\nA. To the extent any applicable Services Agreement contains terms with respect to confidentiality that conflict with, or are less restrictive with respect to the Supplier\u2019s obligations than, those set forth in Sections 1-3 herein, the terms of this Agreement govern.\nB. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. The Parties hereby agree and consent to the personal jurisdiction of any federal or state court of competent jurisdiction sitting in the County and State of New York with respect to claims arising under or in connection with this Agreement.\nC. All notices, requests, consents, demands and other communications provided for by this Agreement shall be in writing and shall be deemed given and received when sent by first class mail at any general or branch post office enclosed in a registered or certified postpaid envelope, addressed to the Parties at the addresses set forth at the beginning of this Agreement, with a copy to the attention of the respective Parties as follows:\nCGSH: Purchasing & Supply Group\nSupplier: [e.g. General Counsel,]\nor to such changed address as such Parties may have fixed by notice; provided, however, that any notice of change of address shall be effective only upon receipt. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule, law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any provision is invalid, illegal or incapable of being enforced, such provision shall be construed by the appropriate judicial body by limiting and reducing such provision so as to be enforceable to the maximum extent under applicable law and consistent with the original intent of the Parties. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between the Parties. Any and all prior arrangements, representations, promises, understandings and conditions in connection with such matter, and any representations, promises or conditions not expressly incorporated herein or expressly made a part hereof shall not be binding upon any Party. This Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the Parties and shall not be construed to create any obligation on the part of either Party to retain the services of or to compensate the other Party in any manner. 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Owner and the Receiving Company are sometimes referred to herein individually as a \u201cParty\u201d and collectively as the \u201cParties.\u201d\nR E C I T A L S\nWHEREAS, Owner has in its possession the Confidential Information (as hereinafter defined) relating to Owner\u2019s and certain of its Affiliates\u2019 assets and properties located in the Williston Basin in Dunn, McKenzie, McLean, Mercer and Mountrail Counties, North Dakota (collectively, the \u201cProperties\u201d);\nWHEREAS, in order for the Receiving Company to determine its interest in entering into a transaction with Owner and/or certain of its Affiliates regarding the potential sale, transfer or other disposition of all or any portion of the Properties (the \u201cTransaction\u201d), Owner is willing to disclose on a non-exclusive basis certain Confidential Information to the Receiving Company for the sole purpose of the Receiving Company\u2019s review and evaluation of the Transaction, provided that the Receiving Company agrees to and accepts the terms and provisions of this Agreement; and\nWHEREAS, the Receiving Company is willing to agree to keep the Confidential Information confidential and to use such information only in accordance with the terms of this Agreement.\nNOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:\nA G R E E M E N T\n1. Nondisclosure of Confidential Information.\n(a) The Receiving Company (x) shall not use, and shall cause each of its Representatives (as hereinafter defined) not to use, any Confidential Information (including any portion thereof) for any purpose other than in connection with the Receiving Company\u2019s evaluation of the potential Transaction, and (y) shall, and shall cause each of its Representatives to, keep strictly confidential at all times and not disclose any Confidential Information except as expressly permitted hereunder. The Confidential Information may be disclosed by the Receiving Company to any of the Receiving Company\u2019s Representatives, but only if and to the limited extent that such Representative needs to know the Confidential Information for the purpose of evaluating the potential Transaction. It is understood that prior to any disclosure by Receiving Company to such Representatives, that (i) such Representatives shall be informed by the Receiving Company of the confidential and proprietary nature of the Confidential Information and the requirement that the same shall not be used other than for the purpose described above; (ii) such Representatives shall be required to agree to and be bound by the terms of this Agreement as a condition of receiving the Confidential Information; and (iii) in any event, the Receiving Company shall be liable for any breach of the terms of this Agreement by any of its Representatives as if such Representatives were a Receiving Party hereunder. The Receiving Company shall not (and shall cause its Representatives not to) disclose the Confidential Information to any person other than as permitted hereby, and the Receiving Company shall (and shall cause its Representatives to) safeguard the Confidential Information from unauthorized use or disclosure by using at least the same degree of care that the Receiving Company uses in connection with its own confidential information of similar kind (but in any event no less than a reasonable degree of care).\n(b) For purposes of this Agreement, (i) a person\u2019s \u201cRepresentatives\u201d shall be the Affiliates, and the officers, directors, managers, members, shareholders, partners, employees, agents, representatives, consultants, principals, attorneys, accountants, advisors and potential financing sources, of such person, and of each of their Affiliates; (ii) the term \u201cperson\u201d shall be interpreted broadly to include, without limitation, any entity, company, corporation, trust, group, limited liability company, partnership or individual; and (iii) the term \u201cAffiliate\u201d is defined as any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the person specified. For purposes of the term Affiliate, \u201ccontrol\u201d means the power to direct or cause the direction of the management of such person, whether through the ownership of voting securities, by contract, agency, or otherwise.\n2. Definition of \u201cConfidential Information\u201d.\n(a) For purposes of this Agreement, the term \u201cConfidential Information\u201d means, collectively, any and all information, materials or data (whether written, electronic, video or oral) which concerns, relates to, or is associated in any way with Owner, its Affiliates, the Properties or the Transaction, that is disclosed or made available to the Receiving Company or any of its Representatives by Owner, or any of Owner\u2019s Representatives, which is either confidential, proprietary, or otherwise not generally available to the public, including, without limitation, analyses, interpretations, compilations, reports, reservoir data, geologic and geophysical data, maps, models, financial data, economic data, commercial data, contractual data, environmental data, marketing data, operational data, engineering data, and other information, documents, materials and data, as well as any copies, notes, reports, analyses, compilations, data, studies, excerpts, evaluation materials, summaries or other documents, information, or materials developed or prepared by or on behalf of the Receiving Company or any of its Representatives that include, incorporate, refer to, reflect, are derived from or are based on, in whole or in part, any other Confidential Information. Notwithstanding the foregoing, the following shall not constitute Confidential Information for the purposes of this Agreement: (a) information that is or becomes generally available to the public\nother than as a result of a breach of this Agreement by the Receiving Company or any of the Receiving Company\u2019s Representatives; (b) information which was already known by the Receiving Company on a non-confidential basis prior to being disclosed or made available to the Receiving Company by Owner or Owner\u2019s Representatives; (c) information which becomes available to the Receiving Company or the Receiving Company\u2019s Representatives on a non-confidential basis from a source other than Owner or any of Owner\u2019s Representatives, provided that such source was not subject to any confidentiality obligation or other prohibition against transmitting the information to the Receiving Company or any of the Receiving Company\u2019s Representatives; and (d) information that is independently developed by the Receiving Company or its Representatives without use of, or reference to, the Confidential Information.\n(b) Notwithstanding the foregoing in Section 2(a) or anything to the contrary contained herein on the use or disclosure of Confidential Information in this Agreement, Owner acknowledges that (1) the Receiving Company is involved in widespread oil and gas activities and receives confidential information and data from many different sources; (2) its review of the Confidential Information will not preclude any oil and gas operation or activity by it subsequent to the review hereunder in any area that was subject to the review or any other areas (but only so long as the Confidential Information is not used in connection with such operation or activity in violation of this agreement); (3) the Receiving Company\u2019s Representatives may retain general mental impressions of the Confidential Information; and (4) its Representatives shall not be precluded from working on projects in an area which was subject to review hereunder because of their general mental impressions (but only so long as the Confidential Information is not used in connection with such operation or activity in violation of this agreement).\n3. Required Disclosures. In the event that law, legal process, court order or any governmental or regulatory authority requires the Receiving Company or any of its Representatives to disclose all or any portion of the Confidential Information, the Receiving Company or such Representative may do so; provided that it shall immediately provide written notice to Owner of the required disclosure, unless such notice is prohibited by law, so that Owner may have an opportunity to seek an appropriate protective order. The Receiving Company and its Representatives agree to cooperate with any reasonable request of Owner in its efforts to secure such protective order or other appropriate remedy. If Owner is unable to obtain such protective order or other appropriate remedy, the Receiving Company or its Representatives shall furnish only that portion of the Confidential Information which the Receiving Company or its Representatives are advised in writing by counsel is required by law to be furnished and shall exercise their reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.\n4. Non-Disclosure of Existence of Negotiations. Without the prior, written consent of Owner, neither the Receiving Company nor its Representatives shall disclose to any other person that it has received the Confidential Information or that discussions or negotiations are taking place between Owner and the Receiving Company concerning a possible Transaction, including the status or terms of such discussions or negotiations, or the fact that Receiving Party is evaluating a possible Transaction.\n5. No Representations or Warranties; No License.\n(a) Neither Owner nor any of its Representatives has made or makes any representation or warranty as to (i) the accuracy, quality or completeness of the Information or (ii) the presence, quality or quantity of oil, gas or other hydrocarbons or the expected results of exploration, production or marketing activities. The Receiving Company agrees that neither Owner nor any of its Representatives shall have any liability to the Receiving Company or any of its Representatives resulting directly or indirectly from the Receiving Company\u2019s use of the Information. For the purposes of this Section 5(a), \u201cInformation\u201d is deemed to include, without limitation, any and all Confidential Information and other information and data furnished by Owner or any of Owner\u2019s Representatives, whether or not such information is Confidential Information as defined in Section 2.\n(b) Nothing in this Agreement shall be construed as granting any rights to the Receiving Company or any of its Representatives under any patent, copyright, trademark, trade secret, or other intellectual property right of Owner, nor shall this Agreement be construed to grant to the Receiving Company or any of its Representatives any licenses or other rights in or to the Confidential Information except the limited right to review the Confidential Information solely for the purposes of determining whether to enter into the Transaction. Nothing contained in this Agreement is intended to confer upon the Receiving Company or its Representatives any right whatsoever to any interest Owner has or may have in the Properties.\n6. Return of Information. The Confidential Information shall remain the property of Owner, and the written Confidential Information, except for that portion of the Confidential Information that is contained in analyses, compilations, studies or other documents prepared by or for the Receiving Company in connection with the Transaction, shall be destroyed or returned to Owner immediately upon its request, and no copies shall be retained by the Receiving Company or its Representatives, unless the Parties agree otherwise; provided, however, that any Confidential Information contained in back-up computer records may be retained for such period required for compliance purposes if required by law, rule or regulation; provided further, that such Confidential Information shall continue to be subject to the confidentiality, non-disclosure and non-use obligations contained in this Agreement until returned in accordance with this Section 6. That portion of the Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for the Receiving Company or its Representatives, oral or visual Confidential Information, and written Confidential Information not so returned shall be destroyed (such destruction to be certified promptly in writing to Owner by an authorized officer of the Receiving Company).\n7. No Waiver. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n8. Equitable Relief. The Receiving Company acknowledges and agrees that Owner may be irreparably injured, such that money damages alone may not be adequate remedy, and will be entitled to equitable relief (including, without limitation, the granting of specific performance and injunctive relief in Owner\u2019s favor), if the Receiving Company or any person to whom the Receiving Company discloses any Confidential Information breaches or threatens to breach the terms of this Agreement. The Receiving Company agrees that equitable relief is not exclusive of other remedies to which Owner may be entitled at law or in equity. The Receiving Company further agrees to waive, and cause its Representatives to waive, any requirement for securing or posting any bond in connection with the pursuit of any such remedy.\n9. No Obligation to Consummate Transaction. Nothing in this Agreement shall in any manner obligate either Party to proceed with the Transaction, whether on the terms suggested by the Receiving Company, or on any other terms. The Receiving Company acknowledges and agrees that Owner, in its sole and absolute discretion, (a) is free to explore other potential opportunities that may lead to a possible Transaction with another party with respect to the Properties, (b) may change the procedures relating to its consideration of a Transaction involving the Properties at any time without prior notice, (c) may reject any and all proposals made by the Receiving Company with respect to a possible Transaction, (d) may terminate discussions with the Receiving Company at any time and for any reason, and (e) will have no obligation or liability to the Receiving Company with regard to a possible Transaction or any negotiations relating to a possible Transaction by virtue of this Agreement or otherwise, unless and until, and only in the event that, a definitive agreement has been executed by the Parties with respect to the Transaction. Accordingly, Owner may elect at any time to terminate further access to and review of the Confidential Information, at which time the obligations of the Receiving Company contained in Section 6 above shall be applicable. The Receiving Company\u2019s obligation to maintain the Confidential Information confidential as provided in this Agreement shall survive any decision by Owner not to proceed with the Transaction, or to proceed with a party other than the Receiving Company.\n10. Access to Employees. The Receiving Company agrees that, unless otherwise instructed by Owner, all communications with Owner regarding the proposed Transaction, including requests for additional information from Owner in connection with the Transaction, requests for facility tours or management meetings with Owner in connection with the Transaction and discussions with or questions for Owner regarding procedures, will be submitted or directed only to BMO Capital Markets Corp. and not to Owner or any of its other Representatives.\n11. No Solicitation. Until the expiration of one year from the Effective Date, or until the execution of a definitive agreement between the Parties regarding a Transaction that addresses solicitation of employees, whichever is earlier, the Receiving Company shall not, and shall cause its Affiliates not to, (a) directly or indirectly recruit (including as a director or consultant), solicit (including by contracting through an independent contractor, consultant or other third party) or otherwise induce any director, officer, employee or consultant of Owner or its Affiliates to terminate his or her directorship, employment or consultancy, as the case may be, or (b) hire or assist another person or entity in hiring or engaging as a consultant any officer, employee or consultant of Owner or its Affiliates. The Receiving Company is not restricted from hiring officers or employees of Owner or its Affiliates who respond to public advertisements for job openings.\n12. No Joint Venture. This Agreement is not intended to and shall not create a partnership, joint venture, or any other business combination between the Parties.\n13. Notices. Any communications between the Parties or notices or requests in connection with this Agreement may be given by mailing the same, postage prepaid, or sending the same by electronic mail (\u201cemail\u201d) transmission (provided that receipt of such email is requested and received, excluding automatic receipts) to each Party at its address shown below, or to such other addresses as either Party may in writing hereafter indicate. Notices shall be effective only when received.\nIf to Owner:\nQEP Energy Company\n1050 17th Street, Suite 800\nDenver, Colorado 80265\nAttention: Chris Woosley, Senior Vice President and General Counsel\nEmail: Chris.Woosley@qepres.com\nIf to the Receiving Company:\n_______________________\n_______________________\n_______________________\nAttention:\nEmail:\n14. Term. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be effective as of the Effective Date and shall remain in full force and effect thereafter for a period of one year, whereupon this Agreement shall automatically terminate, unless otherwise terminated by the mutual written agreement of the Parties. Notwithstanding the foregoing, Section 6 will survive termination of this Agreement until such time as Receiving Party and its Representatives have destroyed all Confidential Information retained in accordance with Section 6, and the remaining Sections of this Agreement will survive termination of this Agreement until such time and to the extent necessary to enforce or give full force and effect the obligations set forth in Section 6.\n15. Entire Agreement; Amendment. This Agreement (a) represents the entire understanding and agreement of the Parties with respect to the matters contained herein; and, (b) may be amended, modified or waived in whole or in part only by a separate writing executed by the Parties, which writing expressly amends, modifies or waives all or part of this Agreement. The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.\n16. Severability. The invalidity of any one or more provisions of this Agreement shall not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement shall be construed as if such invalid provision had not been included herein.\n17. Assignment. This Agreement shall inure to the benefit of Owner and its successors and assigns and shall be binding on the Receiving Company, its Representatives and its and their successors and assigns; provided that the Receiving Company may not assign any right or obligation hereunder to any person without the prior written consent of Owner, which such consent may be withheld in Owner\u2019s sole and absolute discretion. Any attempted assignment by the Receiving Company without such required consent shall be null and void ab initio.\n18. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Texas, excluding any choice of law rules that may direct application of laws of another jurisdiction. Owner and the Receiving Company agree that the exclusive venue and forum for any action brought in connection with this Agreement will be initiated and maintained in any state or federal court located in Harris County, Texas and irrevocably waives any right to a trial by jury and any right such Party may have to object to such venue and forum. Notwithstanding the foregoing, Owner shall be entitled to seek emergency or temporary injunctive or other equitable relief or to seek the enforcement of any judgment in its favor in any state or federal court of competent jurisdiction.\n19. Expenses. In the event of litigation or other formal legal or regulatory proceedings to clarify a matter, resolve a dispute or remedy a breach hereunder, the prevailing Party under a final and non-appealable court, tribunal or agency order or mandate shall be fully reimbursed by the other Party for all reasonable costs and expenses, including but not limited to reasonable attorneys\u2019 fees, incurred by the prevailing Party in any such proceeding.\n20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement. 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}, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17, - 23, - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.bmoaddeals.com/uploads/QEP-Williston-Form-of-Confidentiality-Agreement-BMO.pdf" - }, - { - "id": 330, - "file_name": "QSA_NDA.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made by and between ___________________________________________ of (primary place of residence) ______________________________ __________________________________________________________________________________________ (\u201cRecipient\u201d) and Q Society of Australia Inc, Suite 13/4, 150 Albert Road, South Melbourne, Victoria, Australia (\u201cSociety\u201d).\n1. Definition of Confidentiality. As used in this Agreement, \"Confidential Information\" refers to any information which entails personal details of fellow members, supporters, associates such as names, addresses, telephone numbers and other contact details as well as operational manuals, methods, computer software, works of art, drafts and designs, financial data, places of meetings, secrets and other proprietary information related to the past, current, future and proposed activities of the Society, and any other information which is privileged, proprietary and confidential.\n2. Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to and/or related to Society, whether or not in written form. Recipient agrees that Recipient shall treat all Confidential Information of the Society with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information.\n3. Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 (\"Nondisclosure and Nonuse Obligations\") shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to the Society, without retaining any copies, all documents and other materials furnished to Recipient by the Society.\n4. Governing Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Australia and by the laws of the State of Victoria; as such laws are applied to agreements entered into and to be performed entirely within Australia.\n5. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Society for which there will be no adequate remedy at law, and the Society shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).\n6. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement between the parties in writing.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written below.\n_____ / ________________ / 20 _____ _____ / ________________ / 20 _____\nFOR Q SOCIETY OF AUSTRALIA INC: RECIPIENT:\nBy: ___________________________ By: ____________________________\nName: _________________________ Name: __________________________\nTitle: __________________________ Title: ___________________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 63 - ], - [ - 63, - 139 - ], - [ - 139, - 170 - ], - [ - 170, - 261 - ], - [ - 261, - 385 - ], - [ - 386, - 420 - ], - [ - 420, - 968 - ], - [ - 969, - 1010 - ], - [ - 1010, - 1191 - ], - [ - 1191, - 1372 - ], - [ - 1372, - 1495 - ], - [ - 1496, - 1509 - ], - [ - 1509, - 1577 - ], - [ - 1577, - 1756 - ], - [ - 1756, - 1964 - ], - [ - 1965, - 1983 - ], - [ - 1983, - 2217 - ], - [ - 2218, - 2240 - ], - [ - 2240, - 2598 - ], - [ - 2599, - 2620 - ], - [ - 2620, - 2843 - ], - [ - 2843, - 2929 - ], - [ - 2930, - 3026 - ], - [ - 3027, - 3098 - ], - [ - 3099, - 3141 - ], - [ - 3142, - 3146 - ], - [ - 3146, - 3174 - ], - [ - 3174, - 3178 - ], - [ - 3178, - 3206 - ], - [ - 3207, - 3213 - ], - [ - 3213, - 3239 - ], - [ - 3239, - 3245 - ], - [ - 3245, - 3271 - ], - [ - 3272, - 3279 - ], - [ - 3279, - 3306 - ], - [ - 3306, - 3313 - ], - [ - 3313, - 3340 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://qsocaus.org/downloads/QSA_NDA.pdf" - }, - { - "id": 331, - "file_name": "QuickBooks-NDA-template.pdf", - "text": "Non-disclosure Agreement\nThis NON-DISCLOSURE AGREEMENT is made and entered into as of ____________, 20____, by and between _________________________________________________, with its principal place of business at _______________________________________, on its own behalf, and on behalf of its subsidiaries, and _________________________ _______________________________________, with its principal place of business at _____________________________________________________________________. _______________________________ and _________________________________ shall collectively be called the \u201cParties\u201d.\nFor good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:\n1. Purpose. The Company and Third Party wish to discuss a potential business opportunity under which each may disclose its Confidential Information to the other.\n2. Definition. \u201cConfidential Information\u201d means any information, technical data or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, disclosed orally or in written or electronic form, and which is marked or identified by the disclosing party as \u201cproprietary\u201d or \u201cconfidential\u201d. Confidential Information does not include information, technical data or know-how that:\n(i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party\u02bcs files and records immediately prior to the time of disclosure; or\n(ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party;\n(iii) is approved for release by the disclosing party; or\n(iv) is independently developed by the receiving party without the use of any Confidential Information of the other party.\n3. Non-disclosure of Confidential Information. The Company and Third Party each agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning and the undertaking of any business relationship between the two. The recipient of Confidential Information will not disclose such Confidential Information to anyone, including to their employees; however, the recipient of Confidential Information may disclose such information to certain employees who are required to have such information to carry out the contemplated business. Each has had or will have employees to whom Confidential Information of the other is disclosed sign a Non-disclosure Agreement in content substantially similar to this Agreement and will notify the other in writing of the names of the persons who have had access to Confidential Information of the other party. Each agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of unauthorised persons. Each agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the other that may come to its attention.\n4. Ownership. All Confidential Information shall remain the exclusive property of Disclosing Party, and Recipient shall have no right to use Confidential Information except as provided herein. No patent, copyright, trademark or other proprietary right or licence is conveyed by this Agreement with respect to Confidential Information.\n5. Return of Materials. Any materials or documents that have been furnished by one party to the other will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded.\n6. Intellectual Property Rights. Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party, nor shall this Agreement grant either party any rights in or to the other party\u02bcs Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties and in carrying out such relationship. The disclosing party warrants that it has the right to disclose its Confidential Information to the receiving party. Otherwise, all information is provided \u201cas is\u201d and without any warranty, express, implied or otherwise, regarding its accuracy or performance.\n7. Independent Development. Each disclosing party understands that the receiving party may currently or in the future be developing information internally or receiving information from other parties that may be similar to the disclosing party\u02bcs Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, or have products developed for it, that compete with the products or systems contemplated by the disclosing party\u02bcs Confidential Information.\n8. Term. This Agreement may be terminated at all times with a 30 days\u02bc prior written notice provided, however, that the confidentiality obligations herein shall terminate ____________ years following the date of termination of this Agreement.\n9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns provided that Confidential Information may not be assigned without consent of the disclosing party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State/Territory ____________________________________________ as they apply to contracts entered into and wholly to be performed in the State/Territory of _______________________________________. The Federal and State courts within the State/Territory of _________________________________________ shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\n10. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party\u02bcs business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, at equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages.\n11. Notices. All notices hereunder shall be sent to either party at the address and to the contact person specified below, or such other address or contact person as the respective party may specify from time to time in accordance with the provisions of this Agreement.\nIN WITNESS WHEREOF, each of the parties has signed this Non-disclosure Agreement as of the date first above written.\nCompany: __________________________________________________________\nSignature: __________________________________________________________\nName: _____________________________________________________________\nTitle: ______________________________________________________________\nAddress: ___________________________________________________________ ___________________________________________________________________\nThird Party Company: _________________________________________________\nSignature: __________________________________________________________\nName: _____________________________________________________________\nTitle: _______________________________________________________________\nAddress: ____________________________________________________________\n", - 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22, - 33, - 43 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://intuitglobal.intuit.com/delivery/cms/prod/sites/default/www.intuit.com.au/your-best-business/QuickBooks-NDA-template.pdf" - }, - { - "id": 332, - "file_name": "RFP20171008-RFPPublishingNotice.pdf", - "text": "ONE-WAY NON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT is made on the [Date]______________________ (hereinafter referred to as the \"Effective Date\") between:\n(1) KWONG WAI SHIU HOSPITAL, having its registered office at 705 Serangoon Road Singapore 328127 (\"KWSH\");\nAnd\n(2) [Company Name]_________________________________ (Company Registration No. [CRN No: ________________________ ) a company incorporated in the Republic of Singapore and having its registered offices at [Registed Address: ________________________________________ (\"Participant\")\n(each a \"Party\" and collectively the \"Parties\".)\nWHEREAS:\n(A) KWSH has been engaging the Participant for Participation of Request for Proposal (RFP) for the Provision for Server, Storage and Backup Solution at Kwong Wai Shiu Hospital and the Participant understands that it may obtain certain Confidential Information (as defined below) pertaining to the KWSH and/or its subsidiaries in the course of discussions on, working with and/or performing the Project, and/or any matters arising out of or in connection with the Project; and\n(B) KWSH wishes to ensure that the Participant maintains the confidentiality of all information to be disclosed at all times as hereinafter provided.\nNOW IT IS HEREBY AGREED AS FOLLOWS:\n1. INTERPRETATION\n1.1 Subject to the exceptions in clause 1.2, the term \"Confidential Information\" shall mean any of the following information (which may, without limitation, be related to regulatory policies and matters, research, products, software, development, inventions, processes, specifications, designs, drawings, diagrams, procedures, data, concepts, services, business and marketing plans, documentation, personal data / information, pricing information and/or financial information) which is disclosed by KWSH to the Participant:\n(a) Information marked at the time of its disclosure as being of a confidential and/or proprietary nature (including but not limited to information marked by means of words such as \"Confidential,\" \"Private,\" \"Proprietary,\" \"Secret,\" etc.);\n(b) Unmarked information of a confidential and/or proprietary nature, including information which is disclosed orally, visually or electronically, and:\n(i) which is made known to the Participant as being of a confidential and/or proprietary nature by way of a written notice which sufficiently identifies or summarises such information and which is sent to the Participant either before or after the information is disclosed, or\n(ii) which is otherwise known to the Participant or should under the circumstances reasonably be known to the Participant to be of a confidential and/or proprietary nature (including but not limited to any discussions, negotiations, conversations or meetings during which any information which is otherwise within the definition of Confidential Information is discussed or disclosed);\n(c) The terms and conditions of this Agreement;\n(d) Information relating to the Project and the fact that discussions pertaining to the Project are taking and/or have taken place and the content of such discussions; and\n(e) The fact that KWSH has in its possession, custody or control, or is or may be utilizing for any purpose whatsoever, any of the foregoing Confidential Information.\n1.2 The term \"Confidential Information\" shall NOT include any of the following:\n(a) Information which is independently learned or developed by the Participant without use of any of the Information referred to in clause 1.1;\n(b) Information that is or becomes publicly available without the Participant's breach of this Agreement; and\n(c) Information that KWSH has given or gives its written authorisation for release or use.\n2. OBLIGATION OF CONFIDENTIALITY\n2.1 In consideration of KWSH's disclosure of Confidential Information (including any part thereof), and subject to the exceptions hereinafter provided, the Participant hereby agrees and undertakes:\n(a) not to directly or indirectly disclose or make available any Confidential Information, in whole or in part, to any person or party who is not expressly authorised to receive such information pursuant to or in accordance with the terms of this Agreement;\n(b) to take all reasonable precautions to prevent unauthorised access to Confidential Information by any person or party by using at least the same protective measures as are used by the Participant to protect its own confidential and/or proprietary information and in any event, not less that at a reasonable standard of care; and\n(c) to notify KWSH in writing immediately upon discovery of any unauthorised use or disclosure of Confidential Information, or any other breach of this Agreement by the Participant, and to co-operate with KWSH in every reasonable way to help KWSH regain possession of the Confidential Agreement and prevent further unauthorised use and/or disclosure of the same.\n2.2 Subject to clause 4.1 below, the obligation not to disclose shall not be affected by bankruptcy, receivership, scheme of arrangement, assignment, attachment or seizure procedures, whether initiated by or against the Participant, nor by the rejection of any agreement between the Parties, by a trustee of the Participant in bankruptcy (or its equivalent of any of the foregoing).\n2.3 The obligations of the Parties under this Agreement shall be in addition to and not in lieu of any obligations under other confidentiality agreement(s) or obligations of confidence between the Parties and/or between the Parties, solely or jointly, and/or any third party.\n3. USE OF CONFIDENTIAL INFORMATION\n3.1 The Participant may use Confidential Information strictly in accordance with this Agreement and solely for the purpose of performing its obligations and responsibilities in relation to the Project.\n3.2 The Participant may not alter, modify and/or disassemble any Confidential Information or merge Confidential Information with any of its existing information or databases unless expressly permitted for the above purpose(s) or with the prior written approval of KWSH.\n3.3 All written Confidential Information or any part thereof (including, without limitation, information incorporated in computer software or held in electronic storage media) together with any analyses, compilations, studies, reports or other documents or materials prepared by the Participant or on its behalf which reflect or are prepared from any of the Confidential Information provided by KWSH shall be returned to KWSH or destroyed by the Participant, when requested by KWSH at any time, or when the Participant's need for such information has ended or when this Agreement expires or is terminated, whichever is earlier. In the event of destruction, the Participant shall certify in writing to KWSH within thirty (30) days that such destruction has been accomplished. Participant shall make no further use of such Confidential Information nor retain such Confidential Information in any form whatsoever.\n3.4 KWSH may from time to time inform the Participant by way of a written notice that particular items of Confidential Information (as specifically or generally identified in the said notice) are not to be reproduced, in whole or in part, and/or are not to be converted, stored or transmitted in electronic or other form.\n4. PERMITTED DISCLOSURE\n4.1 The Participant may disclose Confidential Information:\n(a) with the prior written consent of KWSH but subject to any terms and/or limitations which may be imposed by KWSH for such disclosure,\n(b) if required to do so pursuant to law, subpoena, order of court or pursuant to other judicial or administrative process, except that the Participant shall give prompt notice of any such impending disclosure to KWSH so as to enable KWSH to take action, by way of due process of law, to prevent the disclosure of its Confidential Information; or\n(c) to such of its officers, employees and/or professional advisors who need to know the same for the purpose(s) of this Agreement or for seeking advice on any matter arising out of this Agreement provided that the Participant shall ensure that any of its officers, employees and professional advisors to whom Confidential Information is to be disclosed are made aware of and agree to abide by the terms of this Agreement before any disclosure to them is made.\n5. REMEDIES\n5.1 The Participant hereby acknowledges that any disclosure of Confidential Information by the Participant, except as and to the extent permitted herein, may result in irreparable injury and damage to KWSH which cannot be adequately compensated in monetary damages alone. The Participant therefore agrees that KWSH may, in addition to any other legal remedies which may be available, seek such injunctive or other equitable relief as may be necessary to protect itself against any such breach or threatened breach of this Agreement, including but not limited to obtaining an injunction to prevent any unauthorised disclosure of its Confidential Information by the Participant, its officer and/or employees, and shall be indemnified against any costs (on a full indemnity basis), expenses, losses and damages incurred or sustained as a result of such breach or threatened breach.\n5.2 The observance of any term of this Agreement may be waived in writing by KWSH either generally or in a particular instance and either retroactively or prospectively.\n5.3 Acquiescence or forbearance on the part of KWSH to enforce its rights under this Agreement and/or to seek any available remedy shall not amount to a waiver of any breach by the Participant nor shall a waiver of any particular breach amount to a waiver of any antecedent or subsequent breach of this Agreement.\n6. CONFIDENTIALITY PERIOD, AMENDMENT AND ASSIGNMENT\n6.1 This Agreement shall come into force on the Effective Date and shall remain in force until and unless terminated in accordance with clause 6.2. The obligation to maintain confidentiality of the Confidential Information provided hereof and the undertakings and obligations in this Agreement shall continue even after the termination of this Agreement.\n6.2 The Parties may, by mutual written agreement, terminate this Agreement or amend any term herein contained at any time.\n6.3 The obligations of the Participant under this Agreement may not be assigned, sub-contracted or otherwise transferred without the prior written consent of KWSH.\n6.4 This Agreement shall be deemed to cover any Confidential Information that had been disclosed for the purpose(s) set out herein notwithstanding that such disclosure took place prior to the Effective Date.\n7. WARRANTIES\n7.1 Except as expressly set forth in any representations or warranties made to the Participant by the KWSH in any final written agreement regarding the Project (when, as, and if executed) and subject to such limitations and restrictions as may be specified in such final written agreement, the Participant acknowledges and agrees that all Confidential Information is provided \"AS IS\" and the entire risk arising out of the use of the Confidential Information remains with the Participant at all times. In particular:\n(a) KWSH makes no express or implied representation or warranty as to the accuracy or completeness of the Confidential Information and neither KWSH nor any of its officers, representatives or agents shall have any liability to the Participant or any other person in connection with the use of such information or for any errors therein or omissions therefrom;\n(b) the Participant is not entitled to rely upon the accuracy or completeness of the Confidential Information and that the Participant will rely solely upon the Participant's own investigations; and\n(c) prior to entering into any possible transaction with the KWSH, the Participant shall conduct its own due diligence investigation regarding such transaction as the Participant deems necessary and prudent.\n8. APPLICABLE LAW AND JURISDICTION\n8.1 The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.\n8.2 The Parties hereby submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.\n9. SEVERABILITY\n9.1 If any term of this Agreement is held by the Courts of the Republic of Singapore to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.\n10. GENERAL\n10.1 KWSH does not intend nor does KWSH hereby transfer any intellectual property or other rights in the Confidential Information nor grant any licence in respect thereof by disclosing the same except as may be required for the purposes of this Agreement.\n10.2 This Agreement does not create any relationship of agency, partnership, joint venture or other business relationship between the Parties.\n10.3 This Agreement shall be binding on the successors, if any, of the Parties.\n10.4 Notices sent pursuant to this Agreement shall be effective if made in writing and sent or delivered by hand, courier, prepaid post or registered post to the Parties at their respective principal office or place of business as set out herein. Notices sent by telex or telefax shall be effective if a copy thereof is subsequently sent by hand, courier, prepaid post or registered post within seven (7) days from the date of the telex or telefax. Either Party may inform the other by way of a written notice of any change in the address to which notices are to be sent in accordance with this section.\n10.5 This Agreement may be signed in counterparts that shall be effective as if Parties had signed a single original. A facsimile of an original signature transmitted from one Party to the other shall be effective to bind the first Party to this Agreement as if the signed original had been sent to the other Party.\nSigned for and on behalf of :-\n\n Name:\n Designation:\n", - "spans": [ - [ - 0, - 32 - ], - [ - 33, - 107 - ], - [ - 107, - 165 - ], - [ - 166, - 272 - ], - [ - 273, - 276 - ], - [ - 277, - 290 - ], - [ - 290, - 329 - ], - [ - 329, - 364 - ], - [ - 364, - 540 - ], - [ - 540, - 555 - ], - [ - 556, - 604 - ], - [ - 605, - 613 - ], - [ - 614, - 1089 - ], - [ - 1090, - 1239 - ], - [ - 1240, - 1275 - ], - [ - 1276, - 1293 - ], - [ - 1294, - 1298 - ], - [ - 1298, - 1817 - ], - [ - 1818, - 2057 - ], - [ - 2058, - 2209 - ], - [ - 2210, - 2486 - ], - [ - 2487, - 2871 - ], - [ - 2872, - 2919 - ], - [ - 2920, - 3091 - ], - [ - 3092, - 3258 - ], - [ - 3259, - 3263 - ], - [ - 3263, - 3338 - ], - [ - 3339, - 3482 - ], - [ - 3483, - 3592 - ], - [ - 3593, - 3683 - ], - [ - 3684, - 3716 - ], - [ - 3717, - 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55 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 42 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.kwsh.org.sg/sites/default/files/doc/Tender/RFP20171008-RFPPublishingNotice.pdf" - }, - { - "id": 333, - "file_name": "RFP_Telephony-NDA_Attachment-F.pdf", - "text": "Attachment F\nConfidentiality and Non-Disclosure Agreement\nfor\nThe State Bar of California\nIn connection with the RFP for a Telephony Refresh Project (\u201cRFP\u201d) the State Bar of California (\u201cState Bar\u201d) will provide __________________________________ (\u201cCompany\u201d) access to confidential information under the terms and conditions of this Confidentiality and Non-Disclosure Agreement (\u201cNDA\u201d).\nConfidential information (\u201cInformation\u201d) means and includes, but is not limited to, the additional confidential and proprietary intellectual property regarding existing installations that is provided by the State Bar after submission of this agreement. All Information disclosed by the State Bar is and at all times will remain the sole and exclusive property of the State Bar. Without the State Bar\u2019s prior written consent, Company will not: (i) disclose to any person or entity the substance or import of the Information; (ii) use any Information to access or obtain additional information outside the purpose contemplated by this NDA; (iii) duplicate, distribute or otherwise reproduce any Information in any way.\nCompany agrees that it will retain all Information provided in connection with the RFP in the strictest confidence, and will neither use nor disclose such Information to anyone other than those who, in each case, need to know the Information for the purpose of responding to this RFP. Company will use its best efforts to ensure that such individuals adhere to the NDA, and Company agrees that it will be responsible for any breach of this NDA by any of its employees, agents, authorized representatives or permitted assignees or subcontractors.\nInformation does not include confidential information that: (i) is or becomes generally known and available to the public other than as a result of any breach by Company of this NDA; (ii) is subsequently learned from a third party who is under no obligation of confidentiality with respect to such Information; (iii) was known by Company under no obligation of confidentiality prior to disclosure by the State Bar hereunder; or (iv) was generated independently by Company without reference to the State Bar\u2019s Information.\nUpon submission of a proposal to the RFP, or if the State Bar so requests, whichever occurs first, Company will promptly, and at its own expense: (i) redeliver to the State Bar all copies of the Information in Company\u2019s possession, whether such Information is in written, electronic, digital or other form or format; (ii) destroy any and all analyses, compilations, studies, or other documents in any form or format that were prepared by or for the use of Company which contain or reflect any Information; and (iii) certify such destruction to the State Bar in writing by an authorized officer of the Company who supervised such destruction, as well as the return of all copies as specified above.\nCompany's confidentiality obligations hereunder will be continuing and will survive expiration or termination of the NDA.\nCompany acknowledges and agrees that the remedy at law for any breach of this NDA is inadequate and that, in addition to monetary damages, including but not limited to special, incidental, consequential or punitive damages, and any other available relief at law, whether based in contract, tort or otherwise, the State Bar will be entitled to specific performance, injunctive relief or any other equitable remedy without the need to (i) prove actual damages and/or (ii) post any bond or other security deposit in connection with such remedy. Notwithstanding the foregoing, this NDA will not prohibit Company from disclosing any Information if required by an appropriate legal or regulatory authority, provided that, prior to any disclosure: (iii) Company provides the State Bar with prompt written notice of the required disclosure so that the State Bar may seek such protective order as it may deem appropriate; and (iv) disclosure of any Information is limited only to the extent legally required and Company uses its best efforts to obtain assurances that confidential treatment will be accorded such disclosed Information.\nThis NDA will be governed and construed in all respects in accordance with the laws of the State of California without regard to its conflict of laws principles.\nThis NDA will be effective as of the last date written below.\n\"[NAME OF CONTRACTOR]\"\nBy____________________________________\nName _________________________________\nTitle __________________________________\nDate __________________________________\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 57 - ], - [ - 58, - 61 - ], - [ - 62, - 89 - ], - [ - 90, - 212 - ], - [ - 212, - 247 - ], - [ - 247, - 386 - ], - [ - 387, - 640 - ], - [ - 640, - 765 - ], - [ - 765, - 830 - ], - [ - 830, - 911 - ], - [ - 911, - 1025 - ], - [ - 1025, - 1103 - ], - [ - 1104, - 1389 - ], - [ - 1389, - 1649 - ], - [ - 1650, - 1710 - ], - [ - 1710, - 1833 - ], - [ - 1833, - 1961 - ], - [ - 1961, - 2078 - ], - [ - 2078, - 2171 - ], - [ - 2172, - 2318 - ], - [ - 2318, - 2489 - ], - [ - 2489, - 2682 - ], - [ - 2682, - 2869 - ], - [ - 2870, - 2991 - ], - [ - 2992, - 3425 - ], - [ - 3425, - 3457 - ], - [ - 3457, - 3534 - ], - [ - 3534, - 3733 - ], - [ - 3733, - 3909 - ], - [ - 3909, - 4118 - ], - [ - 4119, - 4280 - ], - [ - 4281, - 4342 - ], - [ - 4343, - 4365 - ], - [ - 4366, - 4404 - ], - [ - 4405, - 4410 - ], - [ - 4410, - 4443 - ], - [ - 4444, - 4450 - ], - [ - 4450, - 4484 - ], - [ - 4485, - 4490 - ], - [ - 4490, - 4524 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 22, - 23 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20, - 21, - 22, - 23 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 9, - 12 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 28, - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9, - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.calbarjournal.com/Portals/0/documents/rfp/RFP_Telephony-NDA_Attachment-F.pdf" - }, - { - "id": 334, - "file_name": "RROI_Confidentiality_Agreement_Final.pdf", - "text": "____________________________, 2017\n____________________________\nAttention: _____________________\nDear Sir/Madam:\nRe: Possible Transaction between ______________________________ (\u201cRecipient\u201d) and Red River Oil Inc. (\u201cDisclosing Party\u201d)\nThis agreement (the \u201cConfidentiality Agreement\") establishes the terms and conditions under which the Disclosing Party will provide Recipient with Evaluation Material (as hereinafter defined) concerning the Disclosing Party. The party disclosing Evaluation Material will be referred to as the \u201cDisclosing Party\" and the party receiving Evaluation Material will be referred to as the \u201cRecipient\". The parties agree that the Evaluation Material is being provided by the Disclosing Party only with respect to a potential business transaction between the Disclosing Party and the Recipient (the \u201cTransaction\"). The Disclosing Party has agreed to provide the Recipient access to the Evaluation Material subject to entering into this Confidentiality Agreement setting forth the terms and conditions pursuant to which the Evaluation Material will be provided to the Recipient, including the Recipient\u2019s directors, officers, employees, agents, counsel, consultants and other representatives (collectively, \u201cRepresentatives\").\nIn consideration of the Disclosing Party furnishing Evaluation Material to the Recipient for the Transaction, each party agrees on behalf of itself, its affiliates and representatives as follows:\nWheresoever used in this Agreement, the following terms shall bear the respective definitions hereinafter given, namely:\n\u201cAffiliate\u201d and \u201cSubsidiary\u201d have the meanings ascribed thereto in the Business Corporations Act (Alberta);\n\u201cEvaluation\u201d means an evaluation of the properties, assets, operations and finances of the Disclosing Party made or to be made in contemplation of a Transaction by the Recipient;\n\u201cEvaluation Material\u201d means all information (including information in the form not only of written information but also information which may be transmitted orally, visually or by any other means) provided to the Recipient by the Disclosing Party or any of its Representatives relating to the Disclosing Party its direct and indirect, subsidiaries and their business, affairs, financial position, assets, operations and activities including, without limitation, information provided for inspection in any data room and all reports, evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps or data, financials, trade secrets or any other documents or information pertaining in any way whatsoever to the Disclosing Party and its direct and indirect subsidiaries, together with all analysis, evaluations, compilations, notes, studies or other documents prepared by the Recipient or its Representatives containing or based upon, in whole or in part, such information or reflecting the review of, or interest in the Disclosing Party or the Transaction and includes all information, if any, previously made available to the Recipient or its Representatives; provided that Evaluation Materials will not include any information which: (i) at the time of its disclosure to the Recipient is, or thereafter becomes, generally available to, and known by the public (other than as a result of a disclosure directly or indirectly by the Recipient or its Representatives); (ii) was available to the Recipient on a non-confidential basis from a source other than the Disclosing Party provided that such source is not and was not, to the knowledge of the Recipient after due inquiry, bound by a confidentiality agreement with the Recipient to hold or retain such information confidential; or (iii) has been independently acquired or developed by the Recipient without violating any of its obligations under this or any other agreement the Recipient may have with any Person;\n\u201cPerson\u201d means any natural or legal person, including a corporation, trust or partnership; and\n\u201cTerm\u201d means a period of 12 months commencing on the date of this Confidentiality Agreement.\nWhere any word or term is used herein in the singular or neuter, the same shall include the plural or masculine or feminine as the context may require.\n1. Non-Disclosure: Without the prior written consent of the Disclosing Party, the Recipient will not, and will direct its Representatives not to, disclose to any Person other than its Representatives: (i) the fact that any investigations, discussions or negotiations are taking place concerning a possible Transaction; (ii) that the Recipient has requested or received Evaluation Material; (iii) any opinion or comment in respect of the Evaluation Material; or (iv) any of the terms, conditions or any facts with respect to such possible Transaction, including the status thereof.\n2. Only for Intended Purpose: The Recipient agrees and shall cause its Representatives to agree: (i) to use the Evaluation Material only for the purposes of conducting an Evaluation in furtherance of implementing a Transaction; (ii) not to use, exploit or employ the Evaluation Material for any other purpose or in any other manner; (iii) to keep the Evaluation Material fully secret and confidential for the Term; and (iv) not copy or reproduce any written materials comprising a part of the Evaluation Material, without the prior written consent of the Disclosing Party.\n3. Safeguard and Representatives: The Recipient will safeguard and strictly control the dissemination of the Evaluation Material and not release or disclose any Evaluation Material to any Person, other than its Representatives and in each case only those Representatives who need to receive such information in connection with its Evaluation and who have first been informed of, and agreed to be bound by, the terms of this Agreement. The Recipient agrees to be responsible for any breach of this Agreement by any of its Representatives or by any other person to whom the Recipient has provided Evaluation Material and shall, upon request, forthwith provide to the Disclosing Party a list of all parties to whom Evaluation Material has been provided.\n4. Return or Destruction of Evaluation Materials: The Recipient will keep a record of the location of any Evaluation Material provided to the Recipient. Promptly upon the Disclosing Party\u2019s request, the Recipient will and will cause its Representatives to: (i) return to the Disclosing Party all Evaluation Material furnished to the Recipient or its Representatives, without retaining copies or other reproductions, reports, extracts, notes or other memoranda thereof (whether electronic, magnetic or otherwise); (ii) destroy or have destroyed all reproductions, memoranda, notes, reports, extracts, compilations, analyses and documents and all documents prepared by or in the possession of the Recipient or its Representatives related to the information contained in the Evaluation Material but which does not itself constitute Evaluation Material; and (iii) provide to the Disclosing Party an officer\u2019s certificate that the terms and conditions of this paragraph have been complied with. It is understood that neither this Agreement nor the disclosure of any Evaluation Material to the Recipient should be construed as granting to the Recipient or any of its Representatives any licence or rights in respect of any part of the Evaluation Material. Furthermore, it is acknowledged that the Recipient\u2019s computer system may automatically back-up Evaluation Material disclosed to it under the Agreement. To the extent that such computer back-up procedures create copies of the Evaluation Material, Recipient may retain such copies in its archival or back-up computer storage for the period it normally archives backed-up computer records, which copies shall be subject to the provision of this Agreement until the same are destroyed, and shall not be accessed by Recipient during such period of archival or back-up storage other than as might be required by this Agreement. Notwithstanding the destruction or return of the Evaluation Material, Recipient and its Representatives will continue to be bound by the obligations of confidentially and all other obligations hereunder during the term of this Agreement.\n5. Liability and Indemnity: Without limitation and in addition to any other rights the Disclosing Party may have against the Recipient or arising by reason of any breach hereof, the Recipient shall:\n(a) be liable to the Disclosing Party, for any and all direct losses, costs, damages and expenses whatsoever (including legal, accounting and other professional costs, expenses, fees and disbursements, with legal fees on a solicitor-client basis) which the Disclosing Party may suffer, sustain, pay or incur; and\n(b) indemnify and hold harmless the Disclosing Party against all actions, proceedings, claims, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Disclosing Party or which it may sustain, pay or incur,\nresulting or arising, directly or indirectly, from disclosure of any part of the Evaluation Material contrary to the provisions hereof or any other breach of this Agreement by the Recipient or its Representatives. The Recipient acknowledges and agrees that the Disclosing Party is constituted as trustee of its covenants under this paragraph 5 for the benefit of the Disclosing Party\u2019s Representatives and that the Disclosing Party or its Representatives shall be entitled to enforce such covenants on behalf of such persons.\n6. Physical Access: Should the Recipient or its Representatives be provided physical access to any facilities of the Disclosing Party, the Recipient hereby waives and shall cause its Representatives to waive any and all claims against the Disclosing party and all of its related parties in respect to a claim for injury or death. Further, the Recipient and its Representatives will indemnify the Disclosing Party and its Representatives for any damage as a result of such access.\n7. Compelled Disclosure: Should the Recipient or its Representatives be required by law, securities regulation or policy or be requested by legal process or regulatory authority to disclose any Evaluation Material or any matter referred to herein, the Recipient will provide the Disclosing Party with prompt notice of such requirement or request so that the Disclosing Party may seek an appropriate protection order, or waive compliance with any of the provisions of this Agreement, or both. If, in the absence of either a protective order or a waiver by the Disclosing Party, the Recipient or its Representatives, in the reasonable written opinion of its legal counsel, are required by law, securities regulation or policy to disclose any Evaluation Material or such other matter, the Recipient or its Representatives may, without liability hereunder, disclose that portion, and only that portion, of the Evaluation Material or such other matter that the Recipient or its Representatives are required so to disclose and the Recipient will exercise its reasonable efforts in such event to obtain reliable assurance that the Evaluation Material or such other matter will be accorded confidential treatment.\n8. Non-Solicitation: The Recipient will not, and the Recipient will cause its Representatives not to, solicit for hire or employment, directly or indirectly, any officer or employee of the Disclosing Party or its direct and indirect subsidiaries that the Recipient becomes aware of or is in contact with in connection with its evaluation of a Transaction. For the purposes of this clause, \u201csolicitation\" shall not include solicitation of any officer or employee of the Disclosing Party or its direct and indirect subsidiaries who is solicited: (i) by advertising in a newspaper or periodical of general circulation; or (ii) indirectly through a personnel search agency engaged by the Recipient generally (not specifically in respect of the Disclosing Party) provided that the Recipient shall not pursue hiring of any officer or employee of the Disclosing Party or its direct and indirect subsidiaries once the Recipient is advised that such person is an officer or employee of the Disclosing Party; provided that this paragraph 8 shall cease to bind the Recipient on the expiry of the Term.\n9. No Representation or Warranty: The Recipient understands and acknowledges that neither the Disclosing Party nor its Representatives are making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Material and neither the Disclosing Party nor its Representatives or any of their respective officers, directors, employees or agents will have any liability whatsoever to the Recipient or to any other Person resulting from its use of the Evaluation Material and that the Recipient is and will be relying upon its own investigations, due diligence and analysis in evaluating and satisfying itself as to all matters relating to the Disclosing Party, its direct and indirect subsidiaries and their business, affairs and assets. Only such representations or warranties that are contained in a definitive agreement with respect to a Transaction, when as and if executed and subject to such conditions or limitations or restrictions as may therein be specified, shall have any legal effect.\n10. Forecasts and Interpretations: Without restricting the generality of the provisions of paragraph 9, the Recipient acknowledges that the Evaluation Material may include estimates, forecasts, evaluations, assessments, interpretations, projections and other material, the accuracy of which will depend on the future operations of the Disclosing Party, and the Recipient acknowledges and agrees that no representation or warranty is made respecting the accuracy of such material.\n11. Standstill: During the Term, neither the Recipient nor any of its Affiliates (including any Person or entity, directly or indirectly, through one or more intermediaries, controlling the Recipient, under common control with the Recipient controlled by the Recipient or acting jointly or in concert with the Recipient) shall, without the specific prior approval of the board of directors of the Disclosing Party which approval may be given on such terms as the board of directors of the Disclosing Party may determine: (i) in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, in any manner any securities of the Disclosing Party or its direct and indirect subsidiaries; (ii) propose or offer to enter into, directly or indirectly, any merger or business combination involving the Disclosing Party; or (iii) to purchase, directly or indirectly, \u201csolicit\", or participate or join with any Person in the \u201csolicitation\" of, any \u201cproxies\" (as such terms are defined in the Securities Act (Alberta)) to vote, to seek to advise or to influence any Person with respect to the voting of any voting securities of the Disclosing Party; (iv) otherwise act alone or in concert with others to seek to control or to influence the management, board of directors or policies of the Disclosing Party; (v) make any public or private disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing; or (vi) advise, assist or encourage any other Person in connection with any of the foregoing.\n12. Material Non-Public Information: The Recipient acknowledges that it is aware of the general nature of applicable securities laws, including, without limitation, all applicable securities laws that may prohibit any Person who has material, non-public information concerning the matters which are the subject of this Agreement, from trading in securities of a company which may be a party to a transaction of, or may propose to become a party to, the type contemplated herein or from communicating such information to other Persons.\n13. Contact Through Financial Advisors: During the Term, the Recipient will not and will cause its Representatives not to, directly or indirectly, initiate or maintain contact (except for those contacts made in the ordinary course of business) with any officer, director or employee or agent of the Disclosing Party and its direct and indirect subsidiaries, including any customers or suppliers of the Disclosing Party and its direct and indirect subsidiaries, regarding their business, operations, prospects or finances except with the express permission of the Disclosing Party. It is understood that Tudor, Pickering, Holt & Co. Securities \u2013 Canada, ULC or National Bank Financial Inc. will arrange for any appropriate contacts for due diligence purposes with respect to the Recipient\u2019s Evaluation and that all: (i) communications regarding a Transaction; (ii) requests for additional Evaluation Material; (iii) requests for facility tours or meetings with management; and (iv) discussions or questions regarding the Evaluation Material will be submitted or directed by Recipient to Tudor, Pickering, Holt & Co. Securities \u2013 Canada, ULC or National Bank Financial Inc.\n14. No Contract or Agreement: No contract or agreement between the Disclosing Party and Recipient providing for a Transaction shall be deemed to exist unless and until a definitive agreement with respect thereto has been executed and delivered. Unless and until such an agreement has been executed and delivered, neither the Disclosing Party nor Recipient shall have any legal obligation of any kind whatsoever with respect to any such Transaction by virtue of this Agreement or any other written or oral expression with respect to such a Transaction except, in the case of this Agreement, for the matters specifically agreed to herein. The Receiving Party further understands and agrees that: (i) the Disclosing Party shall be free to conduct any process with respect to any Transaction with any third party as they, in their sole discretion, shall determine, including, without limitation, negotiating with any prospective purchasers and entering into any agreement without prior notice to the Receiving Party or any other person; (ii) any procedures relating to such sale may be changed at any time without notice to the Receiving Party or to any other person; (iii) the disclosure of the Evaluation Material by the Disclosing Party does not constitute a representation or warranty regarding facts about the Discloser; and (iv) the Receiving Party shall not have any claim whatsoever against the Disclosing Party arising out of or relating to a Transaction other than those as against the parties to a definitive agreement in accordance with the terms thereof.\n15. Additional Potential Restrictions: Notwithstanding the foregoing, each of the Disclosing Party and Recipient agree and acknowledge that the Disclosing Party may require that the disclosure of certain Evaluation Material by the Disclosing Party to the Recipient be made conditional upon the imposition of additional confidentiality restrictions which may include areas of exclusion respecting that Evaluation Material, which additional confidentiality restrictions shall be fair and reasonable in the circumstances and which shall not restrict the provisions hereof.\n16. Consent for Amendments: No provision of this Agreement may be waived or amended except by written consent of the party so waiving, which consent shall specifically refer to the provision being so amended or waived.\n17. Remedies for Breach: The Recipient acknowledges and agrees that the Disclosing Party will be irreparably damaged if any provision of this Agreement is not performed by the Recipient or its Representatives in accordance with its terms and that monetary damages would not be sufficient to remedy any breach by the Recipient or its Representatives of any term or provision of this Agreement and the Recipient further agrees that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach hereof and in addition to any other remedy available at law or in equity. The Recipient further agrees to waive any requirement for the deposit of security or posting of any bond in connection with any equitable remedy.\n18. Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of Alberta and both parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of Alberta for any actions, suits or proceedings arising out of the interpretation or enforcement of this Agreement (and both parties agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by personal delivery to its address set forth below shall be effective service of process for any action, suit or proceeding brought against the Recipient in any such court. Both parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of Alberta and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.\n19. No Waiver: No failure or delay by a party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n20. Successors: This Agreement is for the benefit of Disclosing Party, Recipient and their successors and permitted assigns and may be enforced by either party and their successors and permitted assigns.\n21. Assignment: This Agreement shall not be assignable by either party without the prior written consent of the other.\n22. Enforceability: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.\n23. Execution in Counterparts: This Agreement may be executed in any number of counterparts (including counterparts transmitted by facsimile or e-mail transmission of Adobe Acrobat PDF files), each of which shall be deemed to be an original, but all of which taken together shall be deemed to constitute one and the same instrument.\nIf the Recipient is in agreement with the foregoing, please sign and return one copy of this letter to the undersigned, at the address set forth above.\nYours truly,\nRed River Oil Inc.\nPer:\nName: Ken Frankiw\nTitle: President & CEO\nACCEPTED AND AGREED TO this _____ day of _________________, 2017.\nPer:\nName:\nTitle:\nAddress:\nAddress:\nAddress:\nSchedule \u201cA\u201d To The Red River Oil Inc. - Confidentiality Agreement\nKey Contact for the Confidential Information:\n(Please fill in the following or attach a business card)\nName:\nTitle:\nCompany:\nAddress:\nTelephone:\nEmail Address:\nPlease list all users requiring access to the online data room: (Required for individual users)\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\nName: Email: Phone:\n", - 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"text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into as of the last date signed below (the \u201cEffective Date\u201d) by and between Roundhouse Creative Pty Ltd, a company having its principal place of business at 52 Prospect Street, Fortitude Valley Q 4006 (\"Roundhouse Creative P/L\") and \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026 whose principal mailing address is \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...\u2026\u2026\u2026.. WHEREAS Roundhouse Creative P/L and \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026. (the \u201cParties\u201d) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (\u201cConfidential Information\u201d); and\nWHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party\u2019s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;\nNOW, THEREFORE, the Parties agree as follows:\n1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.\n2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (\u201cRecipient\u201d) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.\n3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n4. The terms of this Agreement shall not be construed to limit either Party\u2019s right to develop independently or acquire products without use of the other Party\u2019s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.\n5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:\n(a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or\n(b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or\n(c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or\n(d) Is approved for release (and only to the extent so approved) by the disclosing Party; or\n(e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.\n8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.\n9. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.\nIN WITNESS WHEREOF:\nROUNDHOUSE CREATIVE P/L Business Name:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\nSignature\nSignature\nName: Saul Edmonds\nName:\nTitle: Creative Director\nTitle:\nDate: / /\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 399 - ], - [ - 399, - 451 - ], - [ - 451, - 690 - ], - [ - 691, - 809 - ], - [ - 809, - 853 - ], - [ - 853, - 894 - ], - [ - 894, - 994 - ], - [ - 994, - 1129 - ], - [ - 1130, - 1175 - ], - [ - 1176, - 1738 - ], - [ - 1739, - 2378 - ], - [ - 2378, - 2650 - ], - [ - 2650, - 2958 - ], - [ - 2959, - 3228 - ], - [ - 3228, - 3448 - ], - [ - 3448, - 3904 - ], - [ - 3905, - 4093 - ], - [ - 4093, - 4309 - ], - [ - 4309, - 4715 - ], - [ - 4716, - 4932 - ], - [ - 4933, - 5120 - ], - [ - 5121, - 5245 - ], - [ - 5246, - 5367 - ], - [ - 5368, - 5460 - ], - [ - 5461, - 5585 - ], - [ - 5586, - 5737 - ], - [ - 5738, - 5903 - ], - [ - 5904, - 6105 - ], - [ - 6106, - 6315 - ], - [ - 6315, - 6442 - ], - [ - 6443, - 6462 - ], - [ - 6463, - 6501 - ], - [ - 6502, - 6527 - ], - [ - 6528, - 6537 - ], - [ - 6538, - 6547 - ], - [ - 6548, - 6566 - ], - [ - 6567, - 6572 - ], - [ - 6573, - 6597 - ], - [ - 6598, - 6604 - ], - [ - 6605, - 6614 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4, - 5, - 6, - 7, - 8 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19, - 20, - 23 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 20, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://roundhouse.cc/s/Roundhouse-Creative-Mutual-NDA.pdf" - }, - { - "id": 337, - "file_name": "SE_NDCA_and_PRE-QUAL_PACKAGE_March-2016.pdf", - "text": "Non Disclosure and Confidentiality Agreement\nThis Confidentiality Agreement (\u201cAgreement\u201d), entered into as of ________ _____(\u201cEffective Date\u201d), is by and between Signal Energy, LLC, (including its affiliates, EMJ Corporation, Signal Wind Energy, LLC and Signal Solar, LLC), having its principal offices at 2034 Hamilton Place Blvd., Suite 400, Chattanooga, TN 37421 (\u201cCompany\u201d), and ________________________________________________ and its affiliates, (\u201cCounterparty\u201d).\nWHEREAS, Company and Counterparty shall each be referred to as a \u201cParty\u201d and collectively as the \u201cParties\u201d;\nWHEREAS the Parties desire to hold discussions and exchange information regarding Counterparty\u2019s equipment and/or services to Company related to wind energy facilities, solar energy facilities, energy facilities, business evaluation, funding, purchase agreement or other business transaction (collectively the \u201cTransactions\u201d);\nWHEREAS, in the course of evaluating the Transactions it will be necessary for Company (\u201cDisclosing Party\u201d) to release certain Confidential Information (as defined below) to the Counterparty (\u201cReceiving Party\u201d);\nNOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows:\n1. Confidential Information. \u201cConfidential Information\u201d shall mean all information, regardless of the form in which it is communicated or maintained (whether oral, written, electronic or visual) and whether prepared by Company or otherwise, which is disclosed to Counterparty, regardless of whether such information is disclosed intentionally or inadvertently, before or after the execution of this Agreement, in connection with the Transaction and including all records, reports, analyses, notes, memoranda, documentation, knowledge, data, specifications, diagrams, statistics, systems or software, manuals, business plans, operational information or practices, processes (whether or not patented, patentable or reduced to practice), customer lists, concepts, ideas, policies, contractual arrangements with, and information about, the Company\u2019s suppliers, distributors and customers, the existence of the discussions between the Parties concerning the Transaction, or other information that are based on, contain or reflect any such Confidential Information. All information received from the Company shall be considered Confidential Information, unless it is specifically designated as non-proprietary and non-confidential.\nConfidential Information shall not include: (a) information which is or becomes publicly available other than as a result of a violation of this Agreement; (b) information which is or becomes available on a non-confidential basis from a source which is not known to the Receiving Party to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Disclosing Party; (c) information which the Receiving Party can demonstrate was legally in its possession prior to disclosure by the Disclosing Party; or (d) information which is developed by or for Receiving Party independently of the Disclosing Party\u2019s Confidential Information.\n2. Nondisclosure and Use of Confidential Information. Confidential Information shall not be used for any purpose other than to analyze, implement or complete the Transactions. Confidential Information shall be held in strict confidence by Receiving Party and shall not be disclosed without prior written consent of Disclosing Party, except to those advisors, affiliates, agents, assigns, attorneys, employees, directors, officers and/or members (\u201cAgents\u201d) with a need-to-know the Confidential Information for the purposes of analyzing, implementing or completing the Transactions. Receiving Party shall require all recipients of the Confidential Information to be bound by the terms of this Agreement. Receiving Party shall be responsible for any breach of this Agreement by the Receiving Party or its Agents. The Receiving Party shall use the same degree of care to protect the Confidential Information as the Receiving Party employs to protect its own information of like importance, but in no event less than a reasonable degree of care based on industry standard.\n3. Required Disclosure. In the event that Receiving Party is requested or required by legal or regulatory authority to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party of such request or requirement prior to disclosure, if permitted by law, so that Disclosing Party may seek an appropriate protective order. In the event that a protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. Receiving Party will provide reasonable cooperation to Disclosing Party and its legal counsel with respect to performance of the covenants undertaken pursuant to this Section 3.\n4. Remedies. The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that Disclosing Party shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. Notwithstanding anything contained in this Agreement, the Receiving Party\u2019s liability to the Disclosing Party in connection with this Agreement and any activities undertaken in connection with the evaluation of the Transactions shall be limited to direct damages and shall exclude any other liability, including without limitation liability for special, indirect, punitive or consequential damages in contract, tort, warranty, strict liability or otherwise.\n5. Return or Destruction. Promptly following any decision by the Receiving Party not to continue discussions with respect to the Transactions, and at any other time upon the Disclosing Party\u2019s written request, the Receiving Party shall return or destroy, at the Receiving Party\u2019s option, all written Confidential Information of the Disclosing Party, including that portion of such Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the Receiving Party, and the Receiving Party and its Agents shall not retain any copies of such written Confidential Information. At any time after which the Receiving Party has been required to return or destroy the Confidential Information in its possession in accordance with the preceding sentence, the Receiving Party shall, upon written request of the Disclosing Party, cause one of its duly authorized officers to certify in writing to the Disclosing Party that the requirements of the preceding sentence have been satisfied in full. The Receiving Party shall not be deemed to have retained or failed to destroy any Confidential Information which is an Imaged Document if such Confidential Information is deleted from local hard drives so long as no attempt is made to recover such Confidential Information from servers or back-up sources, provided that any such retained Confidential Information in an Imaged Document form shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination of this Agreement.\n6. Notice. Any notice given to a Party shall be deemed properly given if specifically acknowledged by the other Party in writing or when delivered by certified or registered mail to the addresses set forth on the first page of this Agreement. Any notice given to Company shall be sent to the attention of Ben Fischer, President, with a separate copy to the attention of Chris Hall, General Counsel.\n7. No Other Agreement. It is understood that this Agreement is not intended to and does not, obligate either Party to enter into any further agreements or to proceed with any possible relationship or other transaction, including without limitation the Transactions, or to require either Party to disclose of any information under this Agreement. Any pricing lists, proposals or summaries disclosed under this Agreement (\u201cPricing Documents\u201d) are intended only to provide a framework for further discussions between the Parties. Pricing Documents are not an offer or a commitment of either Party. Neither Party will be bound by any of the terms of these Pricing Documents unless and until the final terms are incorporated into a mutually agreed, final definitive agreement that is executed and delivered by both Parties.\n8. No License. It is understood that nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed to Receiving Party. Nothing in this Agreement is intended to prevent either Party hereto from using its own Confidential Information which it furnished hereunder for dealings with third parties for any purpose.\n9. Amendment. Any amendment to this Agreement must be in writing and signed by an authorized representative of each Party.\n10. No Assignment. Neither Party may assign this Agreement unless prior written consent is obtained by both Parties; however, upon written notice to Counterparty, Company may assign this Agreement (including the right to enforce its terms) to a parent, affiliate or subsidiary at its sole discretion without consent.\n11. Non-Waiver. No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a waiver of any other provision whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.\n12. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Tennessee without regard to its conflict of laws provisions. Any disputes resulting in litigation between the Parties shall be conducted in the state or federal courts of the State of Tennessee.\n13. Term. This Agreement shall terminate three (3) years following written notice by either Party to the other of its desire to terminate this Agreement. However, the obligations contained herein shall remain in effect for a period of five (5) years from the date the Confidential Information was disclosed under this Agreement.\n14. Entire Agreement. This Agreement constitutes the full and entire agreement between the Parties regarding the confidentiality of Confidential Information.\n15. Counterparts. This Agreement may be signed in counterparts and may be delivered by facsimile, each of which may be deemed an original, and all of which together constitute one and the same agreement.\n16. Authorization and Binding Obligations. Each Party represents to the other Party that the execution, delivery and performance of this Agreement have been duly authorized, and this Agreement has been duly executed and delivered by the signatory so authorized, and the obligations contained herein constitute the valid and binding obligations of such Party.\n17. Waiver of Trial by Jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.\n18. Publicity. Counterparty shall not make any public disclosures regarding the Company, or the Transactions, including, without limitation, any advertisements, publications or documents, without the prior written approval of the Company.\n19. No Warranties. Each Party acknowledges that the Disclosing Party provides the Confidential Information on an \u201cas is\u201d basis and without warranty of any kind. THE DISCLOSING PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES PERTAINING TO THE CONFIDENTIAL INFORMATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.\n20. Proprietary Information. Counterparty acknowledges that, under this Agreement, Company is disclosing Confidential Information to Counterparty that is valuable, confidential and proprietary. If said Confidential Information were disclosed by Counterparty to any third party, said disclosure would damage Company and negatively affect its opportunity to work on the Transaction, including during bidding process and contract negotiations. Counterparty agrees that on a case by case basis (when confirmed in writing by both Parties), the Counterparty shall consult, contract, and negotiate exclusively with Company concerning those designated Transactions. On such agreed Transactions, Counterparty agrees and states that it has not and will not enter discussions with any other entity concerning it providing of any services for those Transactions. Counterparty may not use or disclose the Confidential Information with any third party regarding the Transactions or otherwise to the disadvantage of the Company.\nIN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first set forth above.\nCompany: Signal Energy, LLC\nBy: ______________________________________\nName: ____________________________________\nTitle: _____________________________________\nCounterparty\n_________________________________\nBy: ______________________________________\nName: ____________________________________\nTitle: _____________________________________\nAddress: ____________________________________\nCity/ST/ZIP: ____________________________________\nPhone: ____________________________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 320 - ], - [ - 320, - 383 - ], - [ - 383, - 432 - ], - [ - 432, - 469 - ], - [ - 470, - 577 - ], - [ - 578, - 904 - ], - [ - 905, - 1116 - ], - [ - 1117, - 1338 - ], - [ - 1339, - 1368 - 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] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 12, - 14 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.signal-energy.com/pdf/SE_NDCA_and_PRE-QUAL_PACKAGE_March-2016.pdf" - }, - { - "id": 338, - "file_name": "SINTEC-UK-LTD-Non-disclosure-agreement-2017.pdf", - "text": "Non-Disclosure Agreement\nand (hereinafter referred to as \"Receiving Party\")\nSINTEC UK LIMITED\nUnit 23, Metro Centre\nBritannia Way\nLondon, NW10 7PA\n(hereinafter referred to as the \"SINTEC\")\nwish to strengthen their existing business relationship on future projects and tenders.\nIn order to conduct this business relationship, SINTEC must provide the Receiving Party with commercial and/or technical information, specifically proprietary and confidential information, software, documentation, drawings, plans and/or objects or any other project/end user related information. To avoid any potential abuse of the information obtained, the Receiving Party hereby gives SINTEC an irrevocable undertaking as follows; and SINTEC hereby accepts said undertaking:\n1. Definition\nInformation within the meaning of this Agreement shall include any and all technical and commercial information, specifically drawings, plans, specifications, methods, formulae, de-signs, documentation, calculations, market and customer data as well as materials and other objects which are disclosed by SINTEC directly or indirectly in connection with initiating or con-ducting the business relationship described in the Preamble, be it in oral, visual, or written form or via data storage media or in any other way, shape or form.\n2. Duty of confidentiality\nThe Receiving Party shall treat as strictly confidential any and all information disclosed to it by SINTEC and shall not disclose said information to third parties or use it for its own business purposes or for other customers without the prior written consent of SINTEC. The Receiving Par-ty shall use the information only for SINTEC's specified or authorized purposes in each case.\n3. Disclosure of information to employees\nThe Receiving Party will disclose information it receives from SINTEC only to selected members of its staff and only to the extent absolutely necessary for SINTEC's specified or authorized purposes in each case. To the extent permitted by law, the Receiving Party shall ensure that said employees are bound to a duty of confidentiality for the term of their respective employment relationship in accordance with the terms and conditions of this Agreement and that such duty of confidentiality shall survive the termination/expiration of the respective employment relationship.\n4. Exceptions to the duty of confidentiality\nThe duty of confidentiality shall not apply if and to the extent the Receiving Party can show that the relevant information was already in the public domain at the time it was disclosed by SINTEC; that it entered the public domain after SINTEC had disclosed it through no fault of the Receiving Party; or that after having been disclosed to the Receiving Party it was lawfully published by third parties without any restrictions regarding confidentiality or use.\nThe burden of proof for the application of any of the aforementioned exceptions shall lie with the Receiving Party to the extent it invokes them.\n5. Proprietary information, reproductions\n5.1 All information disclosed by SINTEC shall remain the property of SINTEC. The Receiving Party shall return information provided to it any time upon request and, at SINTEC's option, promptly return it to SINTEC once and for all at no charge, or destroy it without retaining any copies or records thereof.\n5.2 No reproductions may be made of the information disclosed by SINTEC. SINTEC will consider the possibility of granting prior, express, written consent to reproduce information in exceptional cases only and subject to revocation at any time. At SINTEC's request, the Receiving Party shall return or destroy any reproductions as stipulated in 5.1.\n5.3 The Receiving Party shall return to SINTEC any and all information disclosed by SINTEC as well as any copies thereof automatically upon termination/expiration of the business relation- ship.\n6. Term and validity period\nThis Non-Disclosure Agreement shall apply for a period of three (3) years from the date on which it is signed by both Parties; thereafter it will renew for a term of two (2) years, unless terminated in writing by one of the Parties eighteen (18) months prior to the respective expiration date. The duties of confidentiality hereunder shall survive the termination/expiration of this Non-Disclosure Agreement for a period of three (3) years.\n7. Reservation of patent rights\nShould information directly or indirectly associated with initiating or conducting the business relationship described in the Preamble be disclosed by SINTEC and should that information contain patentable inventions, SINTEC hereby reserves all rights, specifically the right to submit applications for patents and/or design patents and its rights in the event any patents are granted under Section 7 of the Patent Act 1977 (as amended).\n8. Patentable findings\nShould new, patentable findings be made directly or indirectly in connection with the disclosure of information described in the Preamble, SINTEC shall have the sole and exclusive right to apply for patent protection of such findings and to commercially exploit them.\nThe Receiving Party hereby waives the assertion of any rights based on prior use against pa-tents filed for such findings. By the same token, SINTEC undertakes that it will not assert its pa-tent rights arising under any such patent applications against the Receiving Party, provided the Receiving Party uses them outside the following fields of technology: paint and plant systems, automotive, automobile and aircraft production, energy and environmental systems, wood processing. The terms of this section shall survive the term of this Agreement.\n9. Indemnity\nThe Receiving Party shall indemnify and keep fully indemnified SINTEC at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the SINTEC arising from any breach of this agreement by the Receiving Party and from the actions or omissions of any representative.\n10. Governing law, arbitration\n10.1 The Receiving Party agrees that this Non-Disclosure Agreement shall be governed solely and exclusively by the laws of England and Wales, excluding all conflicts of law rules and the provisions of the United Nations Convention on the International Sale of Goods (CISG).\n10.2 The Receiving Party agrees that all disputes arising in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the London Court of International Arbitration (LCIA) without recourse to the ordinary courts of law. The place of arbitration is London. The number of arbitrators is three. The language of the arbitral proceedings is English.\n11. Severability\nShould any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions thereof. In such case, SINTEC may replace the invalid provision with a valid provision that most closely reflects the economic intent of the originally planned provision.\n12. Writing requirement\nAny amendments or supplements to this Agreement must be executed in writing.\n13. Miscellaneous\nThe Parties shall stipulate the nature and scope of any potential cooperation by separate agreement. No rights exist to the execution of any cooperation agreement.\nThe obligations under this Non-D isclosure Agreement shall apply whether or not the Parties enter into any cooperation agreement.\nSINTEC UK LTD\nUnit 23 Metro Centre, NW10 7PA\nDate: Date:\n__________________________________________ __________________________________________\nFirst Name / Last Name First Name / Last Name\n__________________________________________ __________________________________________\nFirst Name / Last Name First Name / Last Name\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 75 - ], - [ - 76, - 93 - ], - [ - 94, - 115 - ], - [ - 116, - 129 - ], - [ - 130, - 146 - ], - [ - 147, - 188 - ], - [ - 189, - 276 - ], - [ - 277, - 573 - ], - [ - 573, - 753 - ], - [ - 754, - 767 - ], - [ - 768, - 1300 - ], - [ - 1301, - 1327 - ], - [ - 1328, - 1600 - ], - [ - 1600, - 1711 - ], - [ - 1712, - 1753 - ], - [ - 1754, - 1966 - ], - [ - 1966, - 2330 - ], - [ - 2331, - 2375 - ], - [ - 2376, - 2838 - ], - [ - 2839, - 2984 - ], - [ - 2985, - 3026 - ], - [ - 3027, - 3031 - ], - [ - 3031, - 3104 - ], - [ - 3104, - 3333 - ], - [ - 3334, - 3338 - ], - [ - 3338, - 3407 - ], - [ - 3407, - 3578 - ], - [ - 3578, - 3682 - ], - [ - 3683, - 3687 - ], - [ - 3687, - 3877 - ], - [ - 3878, - 3905 - ], - [ - 3906, - 3926 - ], - [ - 3926, - 4200 - ], - [ - 4200, - 4346 - ], - [ - 4347, - 4378 - ], - [ - 4379, - 4815 - ], - [ - 4816, - 4838 - ], - [ - 4839, - 5106 - ], - [ - 5107, - 5230 - ], - [ - 5230, - 5589 - ], - [ - 5589, - 5656 - ], - [ - 5657, - 5669 - ], - [ - 5670, - 6175 - ], - [ - 6176, - 6206 - ], - [ - 6207, - 6212 - ], - [ - 6212, - 6480 - ], - [ - 6481, - 6486 - ], - [ - 6486, - 6759 - ], - [ - 6759, - 6795 - ], - [ - 6795, - 6831 - ], - [ - 6831, - 6883 - ], - [ - 6884, - 6900 - ], - [ - 6901, - 7034 - ], - [ - 7034, - 7195 - ], - [ - 7196, - 7219 - ], - [ - 7220, - 7296 - ], - [ - 7297, - 7314 - ], - [ - 7315, - 7416 - ], - [ - 7416, - 7478 - ], - [ - 7479, - 7608 - ], - [ - 7609, - 7622 - ], - [ - 7623, - 7653 - ], - [ - 7654, - 7665 - ], - [ - 7666, - 7709 - ], - [ - 7709, - 7751 - ], - [ - 7752, - 7797 - ], - [ - 7798, - 7841 - ], - [ - 7841, - 7883 - ], - [ - 7884, - 7929 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24, - 39 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33, - 34, - 35, - 42 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25, - 29, - 31 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 27, - 28 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://sintec.eu.com/wp-content/uploads/sites/7/2018/05/SINTEC-UK-LTD-Non-disclosure-agreement-2017.pdf" - }, - { - "id": 339, - "file_name": "SMT-R-100-01-NON-DISCLOSURE-AGREEMENT.pdf", - "text": "SMT LABS PTY LTD\nNon-Disclosure Agreement (NDA)\nTHIS AGREEMENT dated ____________, 20______, by and between SMT LABS PTY LTD and ________________________________________________ (\u201cCustomer\u201d).\nSMT LABS PTY LTD operates a laboratory management system in compliance with ISO/IEC 17025 and requirements as set out in the South African National Accreditation System (SANAS) policies and procedures.\nIn compliance with these requirements, confidentiality, with regards to all laboratory activities contracted to SMT LABS PTY LTD (as agreed upon by both parties), shall be undertaken in the following manner:\n1. SMT LABS PTY LTD shall be responsible, through legally enforceable commitments, for the management of all information obtained or created during the performance of laboratory activities.\n2. Except for information that the customer makes publicly available, or when agreed between SMT LABS PTY LTD and the customer all other information is considered proprietary information and shall be regarded as confidential.\n3. When the laboratory is required by law or authorized by contractual arrangements to release confidential information, the customer shall, unless prohibited by law, be notified of the information provided BEFORE information released.\n4. Personnel, including any committee members, contractors, personnel of external bodies, or individuals acting on the laboratory's behalf, shall keep confidential all information obtained or created during the performance of laboratory activities, except as required by law.\n5. As part of the SANAS accreditation arrangement and Internal audit policy, SMT LABS PTY LTD will be assessed and audited on an ongoing basis to ensure continuous compliance to ISO/IEC 17025 and SANAS policies and procedures. All service providers (including SANAS) have signed a Non-disclosure Agreement/ Confidentiality Agreement as part of our contractual agreement.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nSMT LABS PTY LTD\nBy:\n________________________\nSignature\nShirleen Theisinger\nLab Quality Manager and Managing Director\nCUSTOMER\nBy:\n_____________________________\nSignature\n_____________________________\nPrinted name\n_____________________________\nTitle\n", - "spans": [ - [ - 0, - 16 - ], - [ - 17, - 47 - ], - [ - 48, - 69 - ], - [ - 69, - 129 - ], - [ - 129, - 178 - ], - [ - 178, - 191 - ], - [ - 192, - 393 - ], - [ - 394, - 601 - ], - [ - 602, - 791 - ], - [ - 792, - 1017 - ], - [ - 1018, - 1253 - ], - [ - 1254, - 1529 - ], - [ - 1530, - 1757 - ], - [ - 1757, - 1900 - ], - [ - 1901, - 1997 - ], - [ - 1998, - 2014 - ], - [ - 2015, - 2018 - ], - [ - 2019, - 2043 - ], - [ - 2044, - 2053 - ], - [ - 2054, - 2073 - ], - [ - 2074, - 2115 - ], - [ - 2116, - 2124 - ], - [ - 2125, - 2128 - ], - [ - 2129, - 2158 - ], - [ - 2159, - 2168 - ], - [ - 2169, - 2198 - ], - [ - 2199, - 2211 - ], - [ - 2212, - 2241 - ], - [ - 2242, - 2247 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://smtlabs.co.za/wp-content/uploads/2019/01/SMT-R-100-01-NON-DISCLOSURE-AGREEMENT.pdf" - }, - { - "id": 340, - "file_name": "SONGS%20RFP%20Confidentiality%20Agreement_201705051754392249.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Confidentiality and Non-Disclosure Agreement (\u201cAgreement\u201d) dated this ____ day of May, 2017, is by and between [Insert Respondent Name], a [Insert Entity Type] (\u201cRespondent\u201d) and the City of Anaheim, a municipal California corporation (\u201cAnaheim\u201d) (individually \u201cParty\u201d and collectively \u201cParties\u201d).\nW I T N E S S E T H\nWHEREAS, the Parties hereto are engaged in discussions regarding Anaheim\u2019s Request for Proposals dated May 1, 2017 (\u201cRFP\u201d) for the acquisition of Anaheim\u2019s interests, liabilities, and obligations (3% nominal) in the San Onofre Nuclear Generating Station (SONGS) Units 2 and 3 (the \u201cPurpose\u201d); and\nWHEREAS, in the course of fulfilling the Purpose, the Parties may disclose to each other confidential and proprietary information, including but not limited to certain oral, written, electronic mail (e-mail), or computer information, documents, materials, models, analyses, and business plans concerning the types of information set forth in Anaheim\u2019s RFP such as Anaheim\u2019s residual operating, environmental, marine, and decommissioning liabilities, Anaheim\u2019s decommissioning trust fund balance, and the nature of SONGS governance rights pursuant to operating, settlement, and decommissioning agreements and balance sheet and financial track record information as well as other information and materials; the Parties shall treat such confidential and proprietary information as confidential (\u201cConfidential Information\u201d) pursuant to the terms of this Agreement; and\nWHEREAS, the Parties desire that all Purpose information provided by Anaheim (whether created by Anaheim or created for Anaheim\u2019s use by a third party and whether or not specifically described in the prior paragraph) be treated by Respondent as Confidential Information under this Agreement.\nWHEREAS, the Parties desire that there be no oral or written disclosure to third parties of the nature and extent of such discussions and information exchange regarding the Purpose, including no oral or written disclosures to third parties of any such Confidential Information; however, to the extent disclosure is necessitated by law or otherwise, it shall be made on the terms and conditions set forth herein.\nNOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n1. Use of Confidential Information. The Parties agree that they will not use or disclose (and they will cause their respective employees, agents, affiliates, representatives and consultants not to use or disclose) in any form or for any reason any of the Confidential Information for any purpose that is not directly related to the Purpose described above. The Party receiving Confidential Information (\u201cRecipient\u201d) shall make use of the Confidential Information only for the Purpose and, except as provided below, shall not provide the Confidential Information to any other person without the express written consent of the party disclosing the Confidential Information (\u201cDisclosing Party\u201d). Recipient will notify each employee, agent, affiliate, representative, or consultant involved in the business discussions or who may have any occasion to view, handle, or obtain any of the Confidential Information, of the terms of this Agreement and shall require such person to enter into an agreement with terms similar to this Agreement. The Parties further agree that such Confidential Information will only be provided by Recipient to those of its directors, officers, elected or appointed officials, employees, agents, affiliates, advisors, representatives, or consultants with a need to know.\nThe Parties acknowledge that Anaheim is a public entity subject to the California Public Records Act, and the Ralph M. Brown Act; except to the extent permitted by law, the Parties may, without violating this Agreement, disclose matters that are made confidential by this Agreement to governmental officials or the public as required by any law, regulation, order, rule, ruling or other requirement of law (\u201cLaw\u201d). Notwithstanding the foregoing, if any Recipient receives a request for Confidential Information, Recipient shall give Disclosing Party prompt written notice at the address designated herein prior to any disclosure in sufficient time to allow Disclosing Party, at its sole cost and expense, to seek a protective order or other appropriate remedy concerning such disclosure. Recipient will disclose only such information as it determines is legally required and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Recipient is not required to seek or obtain a judicial determination establishing confidential treatment, but it will cooperated in any efforts to do so by Disclosing Party. The address and phone number for notification to Anaheim is: City of Anaheim, Attention: Public Utilities General Manager, 201 South Anaheim Blvd., Suite 1101, Anaheim, California 92805 and (714) 765-5173. The address and phone number for notification of Respondent is: [Insert Respondent\u2019s Contact Name, Phone, Address, and email].\n2. Confidentiality Period. This Agreement and Recipient\u2019s duty to protect Confidential Information expires the longer of three (3) years from the date set forth above or after the conclusion of the Decommissioning of SONGS is completed, unless the Parties agree in writing to a different term.\n3. Standard of Care. Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information as Recipient uses to protect its own Confidential Information.\n4. Identification. Recipient\u2019s obligation shall only extend to Confidential Information that: (a) is marked as confidential at the time of disclosure; or (b) is unmarked (e.g. orally disclosed) but treated as Confidential Information at the time of disclosure.\n5. Exclusions. This Agreement imposes no obligation upon Recipient with respect to information that: (a) was rightfully in Recipient\u2019s possession before receipt from the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is disclosed by Disclosing Party to a third party without duty of confidentiality on the third party; (e) is independently developed by Recipient; (f) is disclosed under operation of law; or (g) is disclosed by Recipient with Disclosing Party\u2019s prior written approval.\n6. Rights. The supplying of Confidential Information shall not be considered to provide any license or proprietary rights, including any implied patent license or intellectual property rights in the property of the other by virtue of this Agreement.\n7. Return or Destruction. Recipient will return to the Disclosing Party, upon demand or in the event either Party ceases to be interested in pursuing the Purpose, all Confidential Information provided to Recipient, including all copies thereof which may have been made by or on behalf of Recipient, and Recipient shall destroy, or cause to be destroyed, all notes or memoranda or other stored information of any kind prepared by Recipient relating to the Confidential Information or discussions generally. 8. Representations and Warranties. The Parties acknowledge that, except as may be set forth in a definitive, written agreement, neither Party nor any of its directors, officers, elected or appointed officials, employees, agents, affiliates, advisors, representatives, or consultants shall have been deemed to make, or shall be responsible for, any representations or warranties, express or implied, with respect to the accuracy or completeness of the Confidential Information supplied under this Agreement. Further, the Parties acknowledge hereby that only those representations and warranties made by the Parties in a definitive, written agreement shall have any force or effect.\n9. Remedies. Recipient acknowledges and agrees that in the event of any breach of this Agreement, the Disclosing Party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that Disclosing Party, in addition to any other remedy to which it may be entitled in law or equity, shall be entitled to injunctive relief to prevent breaches of this Agreement, and to compel specific performance of this Agreement, without the need for proof of actual damages.\n10. No Relationship. This Agreement does not create any agency or partnership relationship.\n11. Waiver. In no event shall either Party be liable to the other for consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this Agreement.\n12. Entire Agreement. This Agreement embodies the entire understanding between the Parties pertaining to the subject matter hereof. Any additions or modifications to this Agreement must be made in writing and must be signed by both Parties.\n13. Jurisdiction. This Agreement is made under, and shall be construed according to, the substantive laws of the State of California, without regard to the conflict of laws provisions. If any provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement shall remain in full force and effect.\n14. No Binding Commitment. Nothing contained in this Agreement or in any discussions undertaken, or disclosures made pursuant hereto shall: (a) be interpreted or relied upon, directly or indirectly, by either Part as a commitment or intent to engage in a business relationship, contract, or future dealings with the other Party; and (b) prevent either Party from entering into similar discussions with unrelated third parties so long as such discussions do not violate the terms and conditions imposed by this Agreement.\nIN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have executed this Agreement as of the date set forth above.\nCity of Anaheim, a municipal California [Insert Respondent Name], a [Insert Entity Type] corporation\nBy: ______________________________ By: _____________________________________\n Dukku Lee\n Public Utilities General Manger Printed Name: ____________________________\nTitle: ___________________________________\nAPPROVED AS TO FORM\nCITY ATTORNEY\u2019S OFFICE\nBy: _______________________________\n Alison M. Kott\n Assistant City Attorney\n120939/95500.4\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 347 - ], - [ - 348, - 367 - ], - [ - 368, - 664 - ], - [ - 665, - 1529 - ], - [ - 1530, - 1821 - ], - [ - 1822, - 2233 - ], - [ - 2234, - 2378 - ], - [ - 2379, - 2415 - ], - [ - 2415, - 2736 - ], - [ - 2736, - 3072 - ], - [ - 3072, - 3413 - ], - [ - 3413, - 3671 - ], - [ - 3672, - 4087 - ], - [ - 4087, - 4460 - ], - [ - 4460, - 4676 - ], - [ - 4676, - 4850 - ], - [ - 4850, - 5040 - ], - [ - 5040, - 5056 - ], - [ - 5056, - 5182 - ], - [ - 5183, - 5210 - ], - [ - 5210, - 5476 - ], - [ - 5477, - 5498 - ], - [ - 5498, - 5810 - ], - [ - 5811, - 5830 - ], - [ - 5830, - 5905 - ], - [ - 5905, - 5965 - ], - [ - 5965, - 6071 - ], - [ - 6072, - 6087 - ], - [ - 6087, - 6173 - ], - [ - 6173, - 6260 - ], - [ - 6260, - 6338 - ], - [ - 6338, - 6432 - ], - [ - 6432, - 6538 - ], - [ - 6538, - 6583 - ], - [ - 6583, - 6627 - ], - [ - 6627, - 6704 - ], - [ - 6705, - 6716 - ], - [ - 6716, - 6954 - ], - [ - 6955, - 6981 - ], - [ - 6981, - 7461 - ], - [ - 7461, - 7496 - ], - [ - 7496, - 7968 - ], - [ - 7968, - 8141 - ], - [ - 8142, - 8155 - ], - [ - 8155, - 8354 - ], - [ - 8354, - 8657 - ], - [ - 8658, - 8679 - ], - [ - 8679, - 8749 - ], - [ - 8750, - 8762 - ], - [ - 8762, - 8940 - ], - [ - 8941, - 8963 - ], - [ - 8963, - 9073 - ], - [ - 9073, - 9181 - ], - [ - 9182, - 9200 - ], - [ - 9200, - 9367 - ], - [ - 9367, - 9562 - ], - [ - 9563, - 9590 - ], - [ - 9590, - 9703 - ], - [ - 9703, - 9896 - ], - [ - 9896, - 10083 - ], - [ - 10084, - 10226 - ], - [ - 10227, - 10327 - ], - [ - 10328, - 10332 - ], - [ - 10332, - 10363 - ], - [ - 10363, - 10367 - ], - [ - 10367, - 10404 - ], - [ - 10405, - 10406 - ], - [ - 10406, - 10415 - ], - [ - 10416, - 10417 - ], - [ - 10417, - 10463 - ], - [ - 10463, - 10491 - ], - [ - 10492, - 10499 - ], - [ - 10499, - 10534 - ], - [ - 10535, - 10554 - ], - [ - 10555, - 10577 - ], - [ - 10578, - 10582 - ], - [ - 10582, - 10613 - ], - [ - 10614, - 10615 - ], - [ - 10615, - 10629 - ], - [ - 10630, - 10631 - ], - [ - 10631, - 10646 - ], - [ - 10646, - 10654 - ], - [ - 10655, - 10669 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 25, - 26, - 27 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 29, - 34 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4, - 25, - 27 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9, - 10 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.anaheim.net/DocumentCenter/View/16396" - }, - { - "id": 341, - "file_name": "Sample NonDisclosure Agreement.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nKyiv\n[Date of Execution]\nCompany A, a company duly incorporated and validly existing under the laws of [\u25cf] whose registered office is at: [\u25cf], registered under No. [\u25cf], represented by [\u25cf], acting on the basis of the [\u25cf], (jointly referred to as the \u201cDisclosing Party\u201d), on the one hand, and\nCompany B, a company duly incorporated and validly existing under the laws of [\u25cf] whose registered office is at: [\u25cf], registered under No. [\u25cf], represented by [\u25cf], acting on the basis of the [\u25cf], (the \u201cReceiving Party\u201d), on the other hand,\ncollectively referred to as the \u201cParties\u201d, and individually as the \u201cParty\u201d, have entered into this confidentiality and non-disclosure agreement (the \u201cAgreement\u201d) as follows.\nWHEREAS:\nI. The Disclosing Party is an [advisor to a potential buyer] who is willing to, either itself or through its Affiliate(s) (as defined below), acquire, directly or indirectly, shares in the Target (as defined below) or assets owned by the Target (the \u201cTransaction\u201d).\nII. In view of the proposed Transaction, the Disclosing Party has agreed to disclose to the Receiving Party certain Confidential Information (as defined below), and the Receiving Party has agreed to maintain secrecy in relation to such Confidential Information.\nIT IS AGREED:\nDefinitions:\nUnless otherwise defined in this Agreement, the following terms shall have the following meanings:\nAffiliate of the Party and/or any person specified in this Agreement, means:\n(i) its parent company, its founder (participant or shareholder), including a physical person; and/or\n(ii) any company directly or indirectly controlled by the Party and/or its parent company.\nConfidential Information means any information and documents (whether or not designated as confidential), including, without limitation, financial, tax, commercial, corporate, legal, technical, operational, management, business and other information and documents concerning the Target or any of their Affiliates, as well as any and all information and documents regarding the intended sale of the Target, that is directly or indirectly disclosed, furnished or made available, whether before or after the date hereof, in any way or by any means whatsoever (including, without limitation, in writing, orally or in electronic form), in a data room or elsewhere, to the Receiving Party or any employees of the Receiving Party, by any director, manager, agent, representative, advisor or employee of the Disclosing Party or any Affiliate of the Disclosing Party, in connection with the intended sale of the Target. Confidential Information may include, without limitation, trade secrets, know-how, inventions, technical data or specifications, testing methods, Target or financial information, research and development activities, product and marketing plans, and customer and supplier information. For the sake of clarity, the fact that the Seller is considering selling the Target, and the existence and contents of this Agreement, are deemed to be Confidential Information.\nTarget include: [Name of the company], a company duly incorporated and validly existing under the laws of [\u25cf] whose registered office is at: [\u25cf], registered under No. [\u25cf].\n1. The subject of this Agreement is to secure the confidentiality of information determined hereunder as Confidential Information.\n2. The Receiving Party undertakes to use Confidential Information only in direct connection with the Transaction.\n3. The Receiving Party undertakes not to disclose Confidential Information to other persons, except the employees of the Receiving Party listed in Annex 1 to this Agreement that need to possess such information in order to achieve the purposes specified in Section 2 of this Agreement and who have signed confidentiality agreements or are otherwise obliged to maintain confidentiality in relation to the Confidential Information to the extent specified in this Agreement. The Receiving Party undertakes to keep Confidential Information separate from other information that belongs to the Receiving Party and/or third parties. The Receiving Party undertakes to take all possible measures that are necessary to prevent and avoid disclosure and/or loss of any Confidential Information. In any case, such measures should comply with the measures that the Receiving Party would take for proper handling and protection of its own confidential information, and thus it must be the safety level that is not less than may reasonably be necessary. In the case of unauthorised disclosure and/or loss of Confidential Information, the Receiving Party must immediately inform the Receiving Party.\n4. The Parties agree and acknowledge that the information defined hereunder as Confidential Information is a commercial secret of the Disclosing Party, as it has commercial value in view of it being unknown and not publicly accessible.\n5. The obligations of the Receiving Party with respect to the preservation and nondisclosure of the Confidential Information under this Agreement shall remain in full force and effect without being limited in time, except for cases when the Disclosing Party provides its written consent as to any reduction of said term.\n6. This Agreement shall enter into effect upon its execution and shall remain effective for three (3) years, except for the obligations of the Receiving Party as to preservation and nondisclosure of the Confidential Information set forth in Section 5 hereof above which remain in force after termination (or expiration) of this Agreement.\n7. No rights or obligations other than those expressly provided for in this Agreement shall be implied under this Agreement. Nothing contained herein shall in any way affect the present and/or future rights of the Parties under the law on intellectual property rights of any country, or be construed to grant to the Receiving Party a license (permit) for usage of any present or future object of intellectual property related to the Confidential information of the Disclosing Party.\n8. This Agreement shall be binding for both Parties. This Agreement is executed in favor of the Parties and their respective successors. Neither Party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement to other persons except with the prior written consent of the other Party.\n9. Provisions of this Agreement do not refer to the Confidential Information which:\n\u2022 at the time of disclosure (or transfer/announcement) to the Receiving Party, was or became generally known or published without the Receiving Party's breach of this Agreement, provided that the Receiving Party may specify the source of such publicly known information;\n\u2022 at the time of disclosure (or transfer/announcement) under this Agreement, was already known to the Receiving Party and was not received by the Receiving Party under the terms of confidentiality, provided that the Receiving Party can prove the same; and\n\u2022 was received by the Receiving Party lawfully from a third party after its disclosure (transfer, announcement) by the Disclosing Party pursuant to the terms of this Agreement, provided that the Receiving Party can prove the same.\n10. If disclosure (transfer, announcement) of Confidential Information is required from the Receiving Party and/or its representatives by a court or another governmental body, the Receiving Party shall promptly, but in any event before the disclosure (or transfer/announcement) of the Confidential Information, notify the Disclosing Party in writing and provide the Disclosing Party with the opportunity to take appropriate measures to protect and preserve confidentiality of such information. If such a request (or demand) from a court or another governmental body to disclose (or transfer/announce) Confidential Information has not been revoked (or invalidated) before the moment the relevant information is to be provided, the Receiving Party has the right to disclose (or transfer) only the part of the Confidential Information that it is obliged to disclose (or transfer) under the laws of Ukraine\n11. Upon the written request of the Disclosing Party, the Receiving Party undertakes to promptly return to the Disclosing Party, or, at the Disclosing Party\u2019s discretion, destroy all the Confidential Information (together with all copies and extracts) stored by the Receiving Party and/or its representatives (including without limitation, on computer disks and/or other digital media). Within five (5) calendar days from the date of termination (expiration) of this Agreement, unless there was a written request from the Disclosing Party, the Receiving Party shall destroy all Confidential Information (together with all copies and extracts) stored by the Receiving Party and/or its representatives (including without limitation, on computer disks and/or other digital media). In case of destruction of Confidential Information under the terms of this Section, the Receiving Party shall send to the Disclosing Party a written confirmation of such destruction, which should contain a list of the destroyed Confidential Information.\n12. All disputes which may arise from or in connection with this Agreement shall be settled through negotiations between the Parties. If such a dispute between the Parties cannot be settled through negotiations between the Parties, either Party may submit such a dispute to a court in accordance with [specify the jurisdiction] laws.\n13. In case the Receiving Party breaches this Agreement, the Disclosing Party, the Target or any of their Affiliates are entitled to receive from the Receiving Party compensation of financial and moral damages, suffered by the Disclosing Party, the Target or any of their Affiliates respectively, as a result of such breach by the Receiving Party.\n14. This Agreement contains the final, complete and exclusive agreement of the Parties as to regulation of relations pertaining to the subject of this Agreement, and supersedes all prior and existing arrangements and agreements relating to the subject of this Agreement. The invalidity of one of the provisions of the Agreement does not entail the invalidity of the entire Agreement.\n15. This Agreement and all legal relations arising from it shall be governed by the laws of [specify the jurisdiction].\n16. All notices and documents sent by the Parties to each other under this Agreement shall be made in writing, sealed (if applicable) by the respective Party and delivered either by (i) courier and/or a representative of the Party concerned (in this case they are deemed received from the moment the representative of the Party to which such notice/document was sent, confirms receipt of the notification/document with his signature, indicating the date and time of receipt), or (ii) insured letter by mail to the post address of the Party concerned, as indicated at the end of this Agreement (in this case, such letters are considered to be received after three (3) calendar days from the date of posting).\n17. This Agreement is made in two identical copies in the English language with both having equal legal force and comes into effect once signed by the authorised representatives of the Parties and sealed by the Parties.\nDisclosing Party\n[Name of the Company]\n[Registration/identification number]\n[Address of registered office]\n[Bank account details]\n____________________\nReceiving Party\n[Name of the Company]\n[Registration/identification number]\n[Address of registered office]\n[Bank account details]\n____________________\n to confidentiality and non-disclosure agreement dated [date of execution of the NDA]\nList of Authorised Employees\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 49 - ], - [ - 50, - 69 - ], - [ - 70, - 335 - ], - [ - 336, - 575 - ], - [ - 576, - 749 - ], - [ - 750, - 758 - ], - [ - 759, - 1024 - ], - [ - 1025, - 1286 - ], - [ - 1287, - 1300 - ], - [ - 1301, - 1313 - ], - [ - 1314, - 1412 - ], - [ - 1413, - 1489 - ], - [ - 1490, - 1591 - ], - [ - 1592, - 1682 - ], - [ - 1683, - 2594 - ], - [ - 2594, - 2878 - ], - [ - 2878, - 3055 - ], - [ - 3056, - 3227 - ], - [ - 3228, - 3358 - ], - [ - 3359, - 3472 - ], - [ - 3473, - 3945 - ], - [ - 3945, - 4099 - ], - [ - 4099, - 4256 - ], - [ - 4256, - 4511 - ], - [ - 4511, - 4655 - ], - [ - 4656, - 4891 - ], - [ - 4892, - 5212 - ], - [ - 5213, - 5551 - ], - [ - 5552, - 5677 - ], - [ - 5677, - 6034 - ], - [ - 6035, - 6088 - ], - [ - 6088, - 6172 - ], - [ - 6172, - 6360 - ], - [ - 6361, - 6444 - ], - [ - 6445, - 6715 - ], - [ - 6716, - 6971 - ], - [ - 6972, - 7202 - ], - [ - 7203, - 7697 - ], - [ - 7697, - 8105 - ], - [ - 8106, - 8493 - ], - [ - 8493, - 8884 - ], - [ - 8884, - 9137 - ], - [ - 9138, - 9272 - ], - [ - 9272, - 9471 - ], - [ - 9472, - 9819 - ], - [ - 9820, - 10091 - ], - [ - 10091, - 10203 - ], - [ - 10204, - 10323 - ], - [ - 10324, - 10506 - ], - [ - 10506, - 10803 - ], - [ - 10803, - 11031 - ], - [ - 11032, - 11251 - ], - [ - 11252, - 11268 - ], - [ - 11269, - 11290 - ], - [ - 11291, - 11327 - ], - [ - 11328, - 11358 - ], - [ - 11359, - 11381 - ], - [ - 11382, - 11402 - ], - [ - 11403, - 11418 - ], - [ - 11419, - 11440 - ], - [ - 11441, - 11477 - ], - [ - 11478, - 11508 - ], - [ - 11509, - 11531 - ], - [ - 11532, - 11552 - ], - [ - 11553, - 11554 - ], - [ - 11554, - 11638 - ], - [ - 11639, - 11667 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29, - 30 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15, - 16 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 40, - 41 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 34, - 37 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.cms-lawnow.com/-/media/microsites-media-library/ukraine/ukraine-downloadable-documents/sample-nondisclosure-agreement.pdf?la=en&rev=02aaed66-e786-4322-8474-132b3999bab6&hash=0F2CE72FCB91A3EA9CCFE07C194611CFAA5AAE58" - }, - { - "id": 342, - "file_name": "Sample%20NDA%202018.pdf", - "text": "Reciprocal Non-Disclosure and Confidentiality Agreement\nThis Reciprocal Non-Disclosure and Confidentiality Agreement (the \u201cAgreement\u201d) is made and entered into this ______ day of __________________, 20__ (\u201cEffective Date\u201d) by, between and among the ______________ (\u201cCompany\u201d) having its principal place of business at _____________________________ and ____________________ (\u201cIndividual\u201d). Company and Individual shall hereinafter collectively be referred to as the \u201cParties\u201d and individually as the \u201cParty\u201d.\nBackground\nThe Parties desire to discuss certain business evaluations and reviews and to exchange information for the purpose of a conducting those evaluations and reviews and to provide an educational project (\u201cPurpose\u201d). In order to further the Purpose, and in order for the Parties to share or receive information under terms that will protect the confidential and proprietary nature of such information, the Parties desire to enter into this Agreement.\nAgreement\nThe Parties agree as follows:\n1. The Parties may find it beneficial to disclose to each other certain information which may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, maps, blueprints, diagrams, flow and other technical, financial or business information, as well as third party information furnished under an obligation of confidentiality (\u201cConfidential Information\u201d). Information shall be deemed to be Confidential Information if it is marked confidential, or if, under the circumstances surrounding disclosure, it should reasonably be considered to be Confidential Information. Additionally, the disclosing Party may confirm, within three (3) days of providing any information, that such information is to be treated as Confidential Information.\n2. The Parties agree to hold such Confidential Information in confidence, with the same care the receiving Party uses for its own Confidential Information, which, in no event shall be less than a reasonable standard of care. Confidential Information shall be used solely for the Purpose, and the Parties agree that it shall only disclose Confidential Information to those employees and consultants who have a need to know such Confidential Information in furtherance of the Purpose. Prior to providing the Confidential Information to any employee or consultant, the receiving Party shall ensure that an executed nondisclosure agreement is in place with each employee or consultant with protections that are substantially similar to the protections in this Agreement. Prior to providing any Confidential Information to employees or consultants, the receiving Party shall notify such persons that such information is Confidential Information and must be kept in confidence as set forth in this Agreement. The receiving Party shall be responsible for any breach of this agreement by such Party's employees and consultants. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE OR GIVEN UNDER THIS AGREEMENT AS TO THE ACCURACY, COMPLETENESS OR CURRENT NATURE OF ANY OF THE CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT, OR ITS USEFULNESS OR FITNESS FOR PURPOSE FOR, OR USE WITH, OR IN RELATION TO THE PURPOSE.\n3. The obligations of confidentiality under this Agreement shall not apply to any information that: (a) was previously known to the Parties free of any obligation to keep it confidential; (b) is or has become publicly known, through no wrongful act of either Party; (c) was rightfully received from a third party who is under no obligation of confidence to the receiving Party; (d) was independently developed by the Parties without use of Confidential Information that has been disclosed pursuant to this Agreement; or (e) was required to be disclosed in order to comply with applicable law or regulation (including without limitation for securities law purposes) or with any requirement imposed by any governmental or court order but only to the extent required. Prior to making any disclosure under subsection (e) above, the receiving Party shall: (i) immediately notify the disclosing Party of the required disclosure upon receipt of a governmental or court order; and (ii) cooperate with the disclosing Party in making, if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination against or limiting disclosure or use of the Confidential Information, at no cost to the Parties.\n4. All Confidential Information shall remain the exclusive property of the disclosing Party. The disclosure of Confidential Information by the disclosing Party shall not constitute an express or implied grant to the receiving Party, of any rights to or under the disclosing Party\u2019s patents, copyrights, trade secrets, trademarks or any other intellectual property rights. Upon the disclosing Party\u2019s request, at the completion of the Purpose, all Confidential Information shall be either returned to the disclosing Party or destroyed and certified in writing that such Confidential Information has been destroyed. Notwithstanding the return or destruction of the Confidential Information, the receiving Party will continue to be bound by its confidentiality and other obligations hereunder in accordance with the terms of this Agreement.\n5. Neither Party shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representations in court pleadings (except as required under law), the discussions that gave rise to this Agreement or the discussions or negotiations covered by this Agreement or the information provided pursuant to this Agreement, or that any conversations or discussions are occurring or have occurred between the Parties, nor shall either Party use the other Party\u2019s trademarks, trade names or other proprietary marks in any manner, without first obtaining the prior written consent of such Party.\n6. This Agreement shall continue for a period of one (1) year from the Effective Date or until such time as a definitive agreement(s) is entered into by the Parties with respect to the Purpose provided however that the obligations contained in this Agreement shall survive termination of this Agreement for a period of five (5) years from the date of termination of this Agreement.\n7. This Agreement shall be governed by and constituted and enforced in accordance with the internal laws of the State of North Carolina, and shall be binding upon the parties hereto in the United States and worldwide. Failure to enforce any provision of this Agreement shall not constitute a waiver of any other term hereof. The Parties agree to submit to the jurisdiction of any state or federal court sitting in North Carolina. Each party irrevocably waives any right that it may have to a trial by jury in connection with any dispute arising out of or in connection with this Agreement.\n8. The Parties acknowledge that remedies at law may be inadequate to protect the disclosing Party against any actual or threatened breach of this Agreement by the receiving Party or by its representatives and, without prejudice to any other rights and remedies otherwise available to the disclosing Party, the Parties agree to allow the seeking of injunctive or other equitable relief in the disclosing Party\u2019s favor, without the requirement of providing proof of actual damages.\n9. This Agreement contains the sole and entire agreement between the Parties related to the disclosure of Confidential Information with respect to the Purpose. This Agreement may only be modified in a writing executed by both Parties. Should any provision of this Agreement be deemed illegal or otherwise unenforceable, that provision shall be severed and the remainder of this Agreement shall remain in full force and effect.\n10. This Agreement shall not create, nor will it create an obligation to form a joint venture, partnership or other formal business relationship of any kind nor will it prohibit either Party from engaging in similar discussions, relationships, or transactions with a similar Purpose, with any other third party.\n11. Neither this Agreement, nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party.\n12. If a legal action between the Parties arises from this Agreement or the conduct of any Party with respect to any Confidential Information, the prevailing Party shall recover from the other Party its reasonable attorney fees and costs. No waiver of any right under, or breach of, this Agreement shall be effective unless in writing and signed by an authorized representative of the party against whom the waiver is sought to be enforced.\n13. This Agreement may be executed by facsimile and in counterparts.\n14. Other than this Agreement, no contract or agreement providing for any relationship involving the Parties (whether relating to the Purpose or otherwise) will be deemed to exist between the Parties unless and until a final definitive agreement(s) has been executed and delivered by each of the Parties, and unless and until any such definitive agreement(s) has been executed an delivered, neither Party will be under any legal obligation of any kind or nature whatsoever, except for the terms and conditions set forth in this Agreement\nIN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above.\nINDIVIDUAL COMPANY\nBy: By:\nPrint Name: Print Name:\nDate: ________________ Date: ________________\n", - "spans": [ - [ - 0, - 55 - ], - [ - 56, - 179 - ], - [ - 179, - 318 - ], - [ - 318, - 352 - ], - [ - 352, - 389 - ], - [ - 389, - 507 - ], - [ - 508, - 518 - ], - [ - 519, - 731 - ], - [ - 731, - 964 - 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], - [ - 9525, - 9543 - ], - [ - 9544, - 9551 - ], - [ - 9552, - 9575 - ], - [ - 9576, - 9582 - ], - [ - 9582, - 9599 - ], - [ - 9599, - 9605 - ], - [ - 9605, - 9621 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33, - 35 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 20, - 24 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20, - 25, - 26, - 27, - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 20, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://uncw.edu/datascience/documents/Sample%20NDA%202018.pdf" - }, - { - "id": 343, - "file_name": "Section%2013%20Non-Disclosure%20Agreement.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nentered into by and between\nTRANSNET LIMITED\nRegistration Number 1990/000900/06\n(hereinafter referred to as \u201cTransnet\")\nand\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026...................\u2026\u2026..\nRegistration Number ______________________\n(hereinafter referred to as the \"Company\")\nRFP / Agreement Number \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\nCommencement Date \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026.\u2026.\nExpiry Date \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026\u2026.\u2026\nNon-Disclosure Agreement\nTABLE OF CONTENTS\n1 Interpretation ..............................................................................................................................3\n2 Confidential Information................................................................................................................4\n3 Records and return of Information ..................................................................................................5\n4 Announcements ...........................................................................................................................5\n5 Duration .....................................................................................................................................5\n6 Principal......................................................................................................................................5\n7 Adequacy of damages...................................................................................................................5\n8 Privacy and Data Protection ...........................................................................................................6\n9 General.......................................................................................................................................6\nTHIS AGREEMENT is made at \u2026\u2026\u2026\u2026\u2026.\u2026\u2026\u2026\u2026\u2026\u2026.\u2026.\u2026... on the \u2026.. day of \u2026..\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\u2026.. 2009\nBETWEEN:\nTransnet Limited (\u201cTransnet\u201d) (Registration No. 1990/000900/06)\nwhose registered office is at 49th Floor, Carlton Centre, 150 Commissioner Street, Johannesburg 2001,\nand\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..\u2026\u2026. (\u201cthe Company\u201d) (Registration No \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026) whose registered office is at \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026 \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\nWHEREAS\nTransnet and the Company wish to exchange Information (as defined below) and it is envisaged that each party may from time to time receive Information relating to the other in respect thereof. In consideration of each party making available to the other such Information, the parties jointly agree that any dealings between them shall be subject to the terms and conditions of this Agreement which themselves will be subject to the parameters of the Proposal.\nIT IS HEREBY AGREED\n1 INTERPRETATION\nIn this Agreement:-\n1.1 \u201cAgents\u201d means directors, officers, employees, agents, professional advisers, contractors or sub-contractors, or any Group member;\n1.2 \u201cConfidential Information\u201d means any information or other data relating to one party (the \u201cDisclosing Party\u201d) and/or the business carried on or proposed or intended to be carried on by that party and which is made available for the purposes of the Proposal to the other party (the \u201cReceiving Party\u201d) or its Agents by the Disclosing Party or its Agents or recorded in agreed minutes following oral disclosure and any other information otherwise made available by the Disclosing Party or its Agents to the Receiving Party or its Agents, whether before, on or after the date of this Agreement, and whether in writing or otherwise, including any information, analysis or specifications derived from, containing or reflecting such information but excluding information which:-\na) is publicly available at the time of its disclosure or becomes publicly available (other than as a result of disclosure by the Receiving Party or any of its Agents contrary to the terms of this Agreement); or\nb) was lawfully in the possession of the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or\nc) following such disclosure, becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party or its Agents, which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information;\n1.3 \u201cGroup\u201d means any subsidiary, any holding company and any subsidiary of any holding company of either party;\n1.4 \u201cInformation\u201d means all information in whatever form including, without limitation, any information relating to systems, operations, plans, intentions, market opportunities, know-how, trade secrets and business affairs whether in writing, conveyed orally or by machine-readable medium; and\n1.5 \u201cProposal\u201d means Transnet\u2019s Request for Information (RFI) and/or Request for Quotation (RFQ) and/or Request for Proposal or Tender (RFP).\n2 CONFIDENTIAL INFORMATION\n2.1 All Confidential Information given by one party to this Agreement (the \u201cDisclosing Party\u201d) to the other party (the \u201cReceiving Party\u201d) will be treated by the Receiving Party as secret and confidential and will not, without the Disclosing Party\u2019s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.\n2.2 The Receiving Party will only use the Confidential Information for the sole purpose of technical and commercial discussions between the parties in relation to the Proposal or for the subsequent performance of any contract between the parties in relation to the Proposal.\n2.3 Notwithstanding clause 2.1 above, the Receiving Party may disclose Confidential Information:\na) to those of its Agents who strictly need to know the Confidential Information for the sole purpose set out in clause 2.2 above, provided that the Receiving Party shall ensure that such Agents are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party. The Receiving Party shall at all times remain liable for any actions of such Agents that would constitute a breach of this Agreement; or\nb) to the extent required by law or the rules of any applicable regulatory authority, subject to clause 2.4 below.\n2.4 In the event that the Receiving Party is required to disclose any Confidential Information in accordance with clause 2.3 (b) above, it shall promptly notify the Disclosing Party and co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any action which the Disclosing Party may reasonably take to challenge the validity of such requirement.\n2.5 In the event that any Confidential Information shall be copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and if requested take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use.\n2.6 All Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights, including intellectual property rights over the Confidential Information whatsoever, beyond those contained in this Agreement.\n3 RECORDS AND RETURN OF INFORMATION\n3.1 The Receiving Party agrees to ensure proper and secure storage of all Information and any copies thereof.\n3.2 The Receiving Party shall keep a written record, to be supplied to the Disclosing Party upon request, of the Confidential Information provided and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof.\n3.3 The Company shall, within 7 (seven) days of receipt of a written demand from Transnet:\na) return all written Confidential Information (including all copies); and\nb) expunge or destroy any Confidential Information from any computer, word processor or other device whatsoever into which it was copied, read or programmed by the Company or on its behalf.\n3.4 The Company shall on request supply a certificate signed by a director as to its full compliance with the requirements of clause 3.3 (b) above.\n4 ANNOUNCEMENTS\n4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest in the Proposal without the prior written consent of the other party.\n4.2 Neither party shall make use of the other party\u2019s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.\n5 DURATION\nThe obligations of each party and its Agents under this Agreement shall survive the termination of any discussions or negotiations between the parties regarding the Proposal and continue thereafter for a period of 5 (five) years.\n6 PRINCIPAL\nEach party confirms that it is acting as principal and not as nominee, agent or broker for any other person and that it will be responsible for any costs incurred by it or its advisers in considering or pursuing the Proposal and in complying with the terms of this Agreement.\n7 ADEQUACY OF DAMAGES\nNothing contained in this Agreement shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to it, either at law or in equity, for any such threatened or actual breach of this Agreement, including specific performance, recovery of damages or otherwise.\n8 PRIVACY AND DATA PROTECTION\n8.1 The Receiving Party undertakes to comply with South Africa\u2019s general privacy protection in terms of the Bill of Rights (Section 14) in connection with this Proposal and shall procure that its personnel shall observe the provisions of such Act (as applicable) or any amendments and re-enactments thereof and any regulations made pursuant thereto.\n8.2 The Receiving Party warrants that it and its Agents have the appropriate technical and organisational measures in place against unauthorised or unlawful processing of data relating to the Proposal and against accidental loss or destruction of, or damage to such data held or processed by them.\n9 GENERAL\n9.1 Neither party may assign the benefit of this Agreement or any interest hereunder except with the prior written consent of the other, save that Transnet may assign this Agreement at any time to any member of the Transnet Group.\n9.2 No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this Agreement or otherwise.\n9.3 The provisions of this Agreement shall be severable in the event 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its principal place of business at 435 North Michigan Avenue, Chicago, Illinois 60611 (\"Company\").\nWHEREAS, Sony Pictures and Company wish to have discussions regarding potential business opportunities, including the possibility of Sony Pictures producing programming for Company affiliated stations and acquiring equity in Company (the \"Potential Transaction\"); and accordingly wish to disclose to and receive from each other, from time to time during the term of this Agreement, certain confidential and proprietary information regarding their respective businesses;\nNOW, THEREFORE, in consideration of such disclosures and the agreements and covenants herein contained, each of Sony Pictures and Company agrees as follows:\n1. Definition of Confidential Information. \u201cConfidential Information\u201d shall mean all information disclosed, directly or indirectly, through any means of communication or observation, by or on behalf of one party hereto (the \"Disclosing Party\") to the other party hereto (the \"Receiving Party\") on or after the date hereof, that relates to or is derived from the Disclosing Party\u2019s business, strategic, marketing, technological or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of the Disclosing Party. Any material provided by either party to the other which is clearly designated \"Confidential\" (or other similar legend) will be presumed to be Confidential Information; the absence of any such legend, however, will not preclude the same from being deemed Confidential Information.\n2. Exceptions to Confidential Information. Notwithstanding any other provision of this Agreement, \"Confidential Information\" does not include information which:\n(a) is or becomes generally known or available to the public through no act or failure to act by the Receiving Party or its Representatives (as defined below) in breach of this Agreement;\n(b) is or becomes known to the Receiving Party from a third party who, to the knowledge of the Receiving Party after reasonable investigation, owes no legal or contractual obligation of confidentiality to the Disclosing Party; or\n(c) is or was developed independently by or for the Receiving Party, without use of or reference to any Confidential Information of the Disclosing Party and without violation of any obligation contained herein.\n3. Protection of Confidential Information. Each party, as a Receiving Party, agrees that it will:\n(a) not use, or authorize the use of, such Confidential Information for any purpose other than for the evaluation, negotiation and, if applicable, consummation of the Potential Transaction;\n(b) other than as permitted by Section 4 of this Agreement, hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care (but in no event less than a reasonable degree of care) such party normally uses to protect its own information that is similar in type or nature to the Confidential Information;\n(c) not disclose such Confidential Information to any person other than to those of its and/or its affiliated companies\u2019 respective employees, stockholders, partners, members, directors, officers, advisors, agents, accountants, attorneys, representatives and/or consultants (collectively, \u201cRepresentatives\u201d), in each case, who (i) need to know such Confidential Information to facilitate the evaluation, negotiation and, if applicable, consummation of the Potential Transaction, and (ii) are advised of the confidential and proprietary nature of such Confidential Information and are bound by confidentiality obligations (which may be contained in such Representatives\u2019 engagement agreements) that limit the further use and disclosure of such Confidential Information;\n(d) not copy or reproduce all or any part of such Confidential Information in any medium, except as may be strictly necessary to facilitate the use of Confidential Information as permitted by this Agreement; and\n(e) not decompile, disassemble or reverse engineer all or any part of such Confidential Information.\nFor the avoidance of doubt, any use of the Disclosing Party\u2019s Confidential Information by any Representative of the Receiving Party must be in strict accordance with the terms of this Agreement. Without limiting any obligations of the Receiving Party under this Agreement, the Receiving Party shall be responsible for any breaches of this Agreement by its Representatives.\n4. Disclosure Compelled by Law or Judicial Proceeding. In the event that the Receiving Party is required to disclose any portion of any Confidential Information of the Disclosing Party (i) by operation of law or in connection with a judicial or governmental proceeding or arbitration (whether by oral questions, interrogatories, requests for information, subpoena, civil investigative demand or similar process), (ii) pursuant to the rules or regulations of the United States Securities and Exchange Commission (or any other applicable securities regulatory body) or (iii) pursuant to the rules or regulations of any securities exchange on which the Receiving Party\u2019s or its parent company\u2019s securities are listed or similar self-regulatory body, then such disclosure will be permissible only if and after the Receiving Party promptly notifies the Disclosing Party of such requirement (to the extent legally permitted) so that the Disclosing Party (at its sole cost and expense) may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In no event will the Receiving Party or any of its Representatives oppose any action by the Disclosing Party to obtain an appropriate protective order or assurance of confidential treatment to preserve the confidentiality of any such Confidential Information. If as a result of any such requirement the Receiving Party is required to disclose Confidential Information or the existence, content or status of negotiations relating to the specific transactions contemplated by the Potential Transaction, the Receiving Party may furnish, without liability hereunder, that portion (and only that portion) of the Confidential Information which it is required to disclose.\n5. Ownership of Confidential Information. All rights in, and title to, the Confidential Information supplied by a Disclosing Party remain in such Disclosing Party. Neither this Agreement nor the disclosure of any Confidential Information will be construed as granting to the Receiving Party (either expressly, by implication or estoppel, or otherwise) any license or immunity under any copyright, patent, trade secret, trademark, or other intellectual property right now or hereafter owned or controlled by the Disclosing Party, or any right to use, exploit or further develop the same, except solely to effectuate the evaluation of the Potential Transaction.\n6. No Further Obligations; No Violation; Export Controls. This Agreement is not intended and shall not be construed to create, any obligation to enter into any other agreement with respect to the Confidential Information or the Potential Transaction. Neither party shall be under any obligation hereunder to continue any discussions or negotiations regarding the Potential Transaction and either party may terminate such discussions or negotiations at any time without liability hereunder. Moreover, unless and until a definitive written agreement is entered into, neither party nor any of either party's Representatives shall be under any legal obligation of any kind whatsoever with respect to such a transaction except for the matters specifically set forth in this Agreement. Additionally, this Agreement does not constitute or create any obligation of either party to provide any Confidential Information or other information to the other party, rather it merely defines the duties and obligations of each party and its Representatives with respect to the Confidential Information to the extent Confidential Information may be disclosed or made available. Under no circumstances is either party obligated to disclose or make available any information to the other party, including any Confidential Information, which in its sole and absolute discretion it determines not to disclose. Each party acknowledges and understands that the other party does not need or desire to receive any Confidential Information that is government classified information, or is otherwise restricted information, the receipt, disclosure, use or retention of which is made a crime by any provision of applicable statute or the rules and regulations thereunder. The parties accordingly agree that such information will not be provided, either orally, in writing or otherwise. Neither party will transmit nor export, directly or indirectly, any technical data received from the other party, or any product utilizing any such data, in violation of applicable data export laws and regulations.\n7. Competitive Activities. Each party understands that either party may have, or in the future may enter into, relationships with third parties having pre-existing relationships with the other party. Provided that each party complies with its obligations contained herein, and except as otherwise expressly provided herein, this Agreement shall not in any way limit, restrict or preclude either party from pursuing any of its present or future business activities or interests or from entering into any agreement or transaction with any person, regardless of whether such business activities or interests are competitive with the business activities and interests of the other party and regardless of whether the subject matter of any such agreement or transaction is in any way similar to or different from the transactions considered and evaluated by the parties.\n8. Concurrent/Future Development. Each Disclosing Party understands and agrees that (x) the Receiving Party and its affiliates and their respective Representatives is currently or may become engaged in lines of business the same as or similar to those of the Disclosing Party and that, wholly independent of the information provided hereunder, the Receiving Party and its affiliates and their respective Representatives may currently or in the future be developing internally, or receiving from third parties, information that coincidentally may be similar to portions of the information provided hereunder and/or otherwise competitive with the Disclosing Party's actual or future projects or business, and (y) wholly independent development by the Receiving Party and its affiliates and their respective Representatives of media content, products, programs, services, goods, concepts, opportunities, documents or information that are coincidentally similar to (but not, in whole or part, based upon) any information provided hereunder will not be deemed to violate this Agreement. For the avoidance of doubt, nothing in this Section 8 is intended to relieve either party from any of its obligations of confidentiality contained in this Agreement.\n9. Material, Non-public Information. Each party is aware, and will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws may prohibit any person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n10. No Warranties. EACH RECEIVING PARTY ACKNOWLEDGES AND AGREES THAT THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE CONFIDENTIAL INFORMATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CONFIDENTIAL INFORMATION IS PROVIDED \"AS IS\" AND THE DISCLOSING PARTY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.\n11. Term / Termination. This Agreement shall commence as of the date first written above and will continue in full force and effect for a period of two (2) years from the date hereof.\n12. Return/Destruction of Documents. In the event that negotiations between the parties are terminated for any reason, and/or upon the Disclosing Party\u2019s written request, each Receiving Party will forthwith either, at the Receiving Party\u2019s option, return to the Disclosing Party or destroy or erase all Confidential Information furnished by the Disclosing Party as well as all documents, memoranda, analyses, compilations, studies, notes and other writings whatsoever prepared by the Receiving Party or its Representatives based in whole or in part on the Disclosing Party\u2019s Confidential Information. Such return, erasure or destruction shall be certified in writing to the other party by an authorized officer. Notwithstanding the foregoing, (i) the parties and their Representatives may each retain Confidential Information to the extent required pursuant to legal or regulatory requirements (including internal compliance procedures instituted to satisfy regulatory obligations), and (ii) because electronic systems may retain information for archival purposes or pursuant to automated computer backup procedures, neither party nor its Representatives shall be required to erase electronically stored Confidential Information that has been saved to a back-up file in accordance with such party or its Representatives\u2019 ordinary electronic back-up practices; provided, that any such information so retained shall be held in compliance with the terms of this Agreement.\n13. Notices. Notices required to be given by one party to the other in connection with this Agreement will be given in writing and delivered via personal delivery, recognized air courier service (e.g., Federal Express, DHL) or by facsimile with a copy sent by first class, postage paid, return receipt mail to the other party\u2019s address set forth in the introductory paragraph of this Agreement (in the case of notices to Sony Pictures to the attention of: Corporate Legal Department (facsimile number: 310-244-2169), with a copy also to the attention of: Sony Pictures Entertainment Inc., 10202 West Washington Boulevard, Culver City, California 90232, Attention: General Counsel (fax number: 310-244-0510) and in the case of notices to the Company to the attention of: Eddie Lazarus, General Counsel (facsimile number: 312-222-4206), or such other address as a party may substitute by giving notice to the other in accordance with this Section.\n14. Communications. Except with the prior permission of the other party, all communications regarding the Potential Transaction and requests for information shall be directed to Eddie Lazarus, in the case of requests regarding the Company, and Chris Mansolillo, in the case of requests regarding Sony Pictures. Each party agrees not to contact any stockholder, director, officer, employee or agent of the other party, or any customer, supplier or other person having a business relationship with the other party, regarding the Potential Transaction, except with the prior permission of the other party.\n15. Assignment. This Agreement and all rights, duties and obligations hereunder are personal to the undersigned parties and may not be assigned, delegated or otherwise transferred by either party, or by operation of law, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any other attempt by either party to assign or transfer this Agreement or any right or obligation herein is void and without effect and will constitute a material breach of this Agreement. This Agreement and each and every provision hereof will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.\n16. Injunctive Relief. The parties acknowledge that the unauthorized use or disclosure of the Disclosing Party's Confidential Information could cause the Disclosing Party irreparable harm and that money damages may be inadequate to compensate the Disclosing Party for such harm. Accordingly, in addition to any other available remedies, the Disclosing Party will, subject to the provisions of Section 19, be entitled to seek equitable relief, including injunctive relief and/or specific performance.\n17. Publicity Restrictions. Without the other party\u2019s prior written approval, neither party will (a) make or provide any public or private statement or disclosure to any other person (other than its Representatives) concerning the existence of or any aspect of this Agreement, whether the parties have shared or made available any Confidential Information with each other, or the discussions between the parties, except to the extent such disclosure would be permitted pursuant to Section 4 of this Agreement; or (b) use the name, likeness or trademarks of the other party or its Representatives, employees or affiliates to express or imply any relationship or affiliation between the parties, or any endorsement of any product or service. For purposes hereof, the information specified in this Section 17 shall be deemed Confidential Information of each party hereunder.\n18. No Partnership. This Agreement is not intended and shall not be construed to create a joint venture, partnership, agency relationship or other business association between the parties.\n19. Applicable Law / Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to the choice of law principles thereof. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 19 other than actions or proceedings seeking equitable relief (a \u201cProceeding\u201d) shall be submitted to JAMS (\"JAMS\") for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the \u201cRules\u201d) to be held solely in Los Angeles County, California, U.S.A., in the English language in accordance with the provisions below.\n(a) Each arbitration shall be conducted by an arbitral tribunal (the \u201cArbitral Board\u201d) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought.\n(b) There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Company, such other court having jurisdiction over Company, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the \"Appellate Arbitrators\"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Company, such other court having jurisdiction over Company, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators.\n(c) Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board\u2019s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction, without thereby waiving its right to arbitration of the dispute or controversy under this Section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, in connection with any claim of breach hereunder, each party hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, television or other audio-visual production related to the other party, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such production; provided, however, that the foregoing shall not prohibit a party from seeking or obtaining injunctive or other equitable relief or any order based on a claim that such production uses the other party\u2019s Confidential Information to infringe upon such party's intellectual property rights.\n20. Other NDAs. The parties and certain of their affiliates are or may become party to other confidentiality agreements from time to time in connection with matters unrelated to the Potential Transaction (\u201cOther Agreements\u201d). Notwithstanding any other provision hereof, including Section 21(c), the parties agree that this Agreement shall apply only with respect to the Potential Transaction, and Confidential Information received and discussions occurring in connection therewith, and shall not apply to any confidential information that may be exchanged or discussions occurring in connection with any Other Agreements.\n21. General Provisions.\n(a) The parties shall maintain reasonable security measures to safeguard each other\u2019s personally identifiable information from loss, misuse, unauthorized access, disclosure, alteration or destruction.\n(b) The parties shall supply personally identifiable information to each other only in accordance with, and to the extent permitted by, applicable laws relating to privacy and data protection in the applicable territories. Personally identifiable information supplied by Company to Sony Pictures will be retained and used in accordance with the Sony Pictures Safe Harbor Privacy Policy, located at http://www.sonypictures.com/corp/eu_safe_harbor.html.\n(c) This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, with respect to the subject matter hereof.\n(d) This Agreement may not be amended, waived or modified except by a single instrument in writing executed by duly authorized representatives of the parties.\n(e) This Agreement will be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party.\n(f) For purposes of this Agreement, the term \u201cperson\u201d shall be broadly interpreted to include without limitation any corporation, company, group, partnership and natural person.\n(g) In the event that any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be void, voidable, unlawful or for any reason unenforceable, in whole or in part, such provision will be deemed and construed to extend only to the maximum permitted by law so as to effectuate the intent of the parties, and the remainder of this Agreement will continue in full force and effect and enforceable according to its terms.\n(h) To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party hereto understands and agrees that both parties hereto and their Representatives have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of both parties hereto that the sharing of such Confidential Information is not intended to, and shall not, waive or diminish in any way the confidentiality of such Confidential Information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by either party hereto that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under those privileges, this Agreement, and under the joint defense doctrine.\n(i) This Agreement may be executed by manual or facsimile or other electronically transmitted signatures and in any number of counterparts, each of which will be deemed an original and all which together will constitute one and the same instrument.\n[SIGNATURE PAGE FOLLOWS]\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 44 - ], - [ - 45, - 426 - ], - [ - 427, - 896 - ], - [ - 897, - 1053 - ], - [ - 1054, - 1097 - ], - [ - 1097, - 1655 - ], - [ - 1655, - 1935 - ], - [ - 1936, - 1979 - ], - [ - 1979, - 2096 - ], - [ - 2097, - 2284 - ], - [ - 2285, - 2514 - ], - [ - 2515, - 2725 - ], - [ - 2726, - 2769 - ], - [ - 2769, - 2823 - ], - [ - 2824, - 3013 - ], - [ - 3014, - 3379 - ], - [ - 3380, - 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"spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 5, - 6, - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 62, - 63, - 64 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 12, - 47, - 48, - 49, - 50, - 51 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 62, - 63, - 64 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14, - 17, - 18, - 19 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 14, - 20 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25, - 26, - 27, - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14, - 17, - 18, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://wikileaks.org/sony/docs/03_03/Legal_Dept/Corporate%20Legal/Scott%20Shane/Tribune/Sony%20Pictures%20Television%20NDA%20(Executed).pdf" - }, - { - "id": 345, - "file_name": "Standard%20NDA%20by%20Axial.pdf", - "text": "Standard NDA for Proposed M&A Transactions\nSee the following URLs in the order below for the source and background of the proposed NDA (which is not legal advice):\nhttp://www.axial.net/forum/standard-nda/?utm_campaign=DP.Blog.2015-02-19.StandardNDA&utm_medium=email&utm_source=Eloqua&elq=93614446a29f4236afc ffea78ea229b6&elqCampaignId=1407\nhttp://academy.axial.net/companies/using-the-axial-standard-nda/\nAxial Standard Non-Disclosure Agreement\nThis Non-Disclosure Agreement (the \"Agreement\"), effective as of the date last entered below (the \"Effective Date\"), is entered into by and between ______________________________ (the \"Disclosing Party\") and the Recipient named below (the \"Recipient\", and together with the Disclosing Party, the \"Parties\", and each, a \"Party\").\nIn connection with the consideration of a possible investment or financing transaction (the \"Purpose\"), the Recipient desires to receive certain information from the Disclosing Party that is non-public, confidential, or proprietary in nature; and\nIn consideration of the mutual covenants, terms and conditions set forth herein, the Parties agree as follows:\n1. Confidential Information. Except as set forth in Section 2 below, \"Confidential Information\" means all non-public, confidential or proprietary information disclosed on or after the Effective Date, by the Disclosing Party to the Recipient or its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, accountants, financing sources or advisors (collectively, \"Representatives\"), however disclosed, including, without limitation:\n(a) all information concerning the Disclosing Party's and its affiliates', and their customers' and suppliers', past, present and future finances, customer information, supplier information, products, services, know-how, forecasts, business, marketing, development, sales and other commercial strategies;\n(b) source and object code, programs, drawings, the Disclosing Party's unpatented inventions, ideas, methods and discoveries, trade secrets, unpublished patent applications and other confidential intellectual property; and\n(c) all notes, analyses, compilations, reports, studies, samples, data, statistics, summaries, interpretations and other materials prepared by or for the Recipient or its Representatives that contain or derive from the foregoing, and any other information that would reasonably be considered non-public, confidential or proprietary given the nature of the information and the Parties' businesses.\n2. Exclusions from Confidential Information. Except as required by applicable federal, state or local law or regulation, the term \"Confidential Information\" as used in this Agreement shall not include information that:\n(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any act or omission by the Recipient or any of its Representatives;\n(b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information to the Recipient by any contractual obligation;\n(c) was known by or in the possession of the Recipient, as established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party pursuant to this Agreement;\n(d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to Confidential Information; or\n(e) is Residual Information. \u201cResidual Information\u201d means the ideas, know-how and techniques that would be retained in the unaided memory of an ordinary person skilled in the art, not intent on appropriating the proprietary information of the Disclosing Party, as a result of such person\u2019s access to, use, review, evaluation, or testing of the Confidential Information of the Disclosing Party for the purposes described herein. A person\u2019s memory is unaided if the person has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it. Nothing herein shall be deemed to grant to the Recipient a license under the Disclosing Party\u2019s intellectual property rights.\n3. Recipient Obligations. The Recipient shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. Recipient will promptly notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement.\n4. Required Disclosure. Any Disclosure by the Recipient or its Representatives of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (a \"Legal Order\") shall be subject to the terms of this Section. Prior to making any such disclosure, the Recipient shall make commercially reasonable efforts to provide the Disclosing Party with:\n(a) prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other remedy; and\n(b) reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure.\nIf, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed) shall disclose only that portion of the Confidential Information which, on the advice of the Recipient's legal counsel, such Legal Order specifically requires.\n5. Return or Destruction of Confidential Information. Upon the expiration or termination of this Agreement, or at the Disclosing Party's request at any time during the term of this Agreement, the Recipient and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and confirm the same in writing to the Disclosing Party; provided, that the Recipient and its Representatives may retain such Confidential Information as is necessary to enable it to comply with its reasonable document retention policies.\n6. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire 18 months from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. Notwithstanding anything to the contrary herein, each Party's rights and obligations under this Agreement, irrespective of termination of this Agreement, shall survive until the 18 month anniversary of this Agreement, even after the return or destruction of Confidential Information by the Recipient (the \"Confidential Period\"), provided that for any and all trade secrets of the Disclosing Party, the Confidential Period shall last for as long as such Confidential Information qualifies as a trade secret under applicable federal, state and/or local law.\n7. No Transfer of Rights, Title or Interest. The Disclosing Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all Confidential Information.\n8. No Other Obligation. The Parties agree that this Agreement does not require or compel the Disclosing Party to disclose any Confidential Information to the Recipient, or obligate any party to enter into a business or contractual relationship. Either party may terminate discussions at any time.\n9. Remedies. The Recipient acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the Recipient or its Representatives. Therefore, in addition to all other remedies available at law, the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Recipient hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.\n10. Non-Solicitation and Non-Circumvention. During the term of this Agreement and for a period of twelve (12) months after the expiration or termination of this Agreement, without the Disclosing Party\u2019s prior written consent, the Recipient and its Representatives shall not contact or solicit an employee of the Disclosing Party for the purpose of hiring them, solicit the business of any client, customer or licensee of the Disclosing Party or outside of the ordinary course of business, directly or indirectly contact or participate in communications with any disclosed companies, entities or persons (including each of their affiliates, parents or subsidiaries). Notwithstanding anything to the contrary herein, the Recipient and its Representatives shall not be restricted from hiring any employee of Disclosing Party who responds to a general solicitation for employment not directed towards the Disclosing Party\u2019s employees.\n11. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware.\n12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing by email and shall be deemed to have been given on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient to the email address provided by the parties at the time hereof.\n13. Miscellaneous. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all other understandings and agreements with respect to such subject matter. If any term hereof is invalid or unenforceable, it shall not affect any other term or provision of this Agreement. Neither party may assign this Agreement without written consent of the other party. 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DEFINITIONS AND INTERPRETATION\n1.1 The words defined below shall have the following meaning:\n\"Confidential Information\" means all confidential information (however recorded, preserved or disclosed) disclosed or made available by the Discloser or any of its Representatives to the Recipient or any of its Representatives including but not limited to:\n(a) any information that is marked, or at the time of disclosure is otherwise designated, as being confidential;\n(b) any information that would be regarded as confidential by a reasonable business person on or relating to:\n(i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Discloser; or\n(ii) the operations, processes, products, techniques and specifications, test procedures and results, inventions, know-how, trade secrets, designs or software of the Discloser;\n(c) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;\n(d) the existence and terms of this agreement; and\n(e) any information or analysis derived from any of the Confidential Information.\n\"Discloser\" means a party to this agreement which discloses or makes available directly or indirectly Confidential Information.\n\"Purpose\" means considering whether or not to enter into a business collaboration between the parties and putting into place the arrangements for that collaboration.\n\"Recipient\" means a party to this agreement that receives or obtains directly or indirectly Confidential Information.\n\"Representative\" means, in relation to a party, that party's employees, agents, accountants and lawyers.\n1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.\n1.3 Any schedule(s) form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the schedule(s). Any obligation in this agreement on a person not to do something includes an obligation not to allow that thing to be done.\n2. COMPLIANCE WITH THIS AGREEMENT\nIn consideration of the Discloser or any of its Representatives disclosing or making available Confidential Information to the Recipient or any of its Representatives, the Recipient, on behalf of itself and its Representatives, undertakes to comply with the terms of this agreement. The Recipient shall, at all times, be liable for the failure of any of its Representatives to comply with the terms of this agreement.\n3. OBLIGATIONS OF CONFIDENTIALITY\n3.1 The Recipient shall keep the Discloser's Confidential Information confidential and, except with the prior written consent of the Discloser or as expressly permitted by this agreement, shall:\n3.1.1 not use the Confidential Information except for the Purpose;\n3.1.2 not disclose or make available the Confidential Information in whole or in part to any third party;\n3.1.3 not make any copies, reduce to writing or otherwise record the Confidential Information in whole or in part except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Discloser);\n3.1.4 keep the Confidential Information in a safe and secure place and establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised access or use, including but not limited to implementing any reasonable security measures proposed by the Discloser from time to time; and\n3.1.5 at the written request of the Discloser, or in any event on termination of this agreement, return or destroy all documents or other records containing Confidential Information to the Discloser and confirm to the Discloser that it has done so in writing.\n3.2 The obligations in clause 3.1 shall not apply any information that:\n3.2.1 is or becomes available to the Recipient or the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or any other obligation of confidence owed by the Recipient or its Representatives to the Discloser;\n3.2.2 the Recipient can establish was lawfully in the possession of or available on a non-confidential basis to the Recipient before the information was disclosed to it by the Discloser; or\n3.2.3 the parties agree in writing may be disclosed.\n4. PERMITTED DISCLOSURES\n4.1 The Recipient may disclose all or part of the Discloser's Confidential Information to a Representative who needs to know that particular Confidential Information for the Purpose provided that, in relation to each Representative to whom the Discloser's Confidential Information is to be disclosed, the Recipient prior to disclosure:\n4.1.1 informs the Representative of the confidential nature of the Confidential Information;\n4.1.2 informs the Discloser of the identity of the Representative to whom it intends to disclose Confidential Information;\n4.1.3 procures that the Representative shall, in relation to any Confidential Information disclosed, comply with this agreement as if it were the Recipient; and\n4.1.4 if the Discloser so requests, in relation to a Representative other than an employee of the Recipient, procures that such Representative enters into a confidentiality agreement with the Discloser on terms equivalent to those contained in this agreement.\n4.2 The Recipient or its Representatives may disclose the Discloser's Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, the Recipient or its Representatives give the Discloser as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 4.2, it takes into account the reasonable requests of the Discloser in relation to the content of this disclosure.\n5. OTHER MATTERS\n5.1 All Confidential Information shall remain the property of the party disclosing it, which reserves all rights in its Confidential Information. No rights, including, but not limited to, any and all intellectual property rights, in respect of a party's Confidential Information are granted to the other party.\n5.2 Neither party makes any express or implied warranty or representation concerning its Confidential Information, including without limitation the accuracy or completeness of its Confidential Information.\n5.3 The disclosure of Confidential Information by a party shall not form any offer by, or representation or warranty on the part of, that party to enter into any further agreement in relation to the Purpose.\n5.4 The parties each acknowledge that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, each party shall be entitled to seek the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this agreement.\n6. SUCCESSORS AND ASSIGNMENT\nThis agreement shall be binding on and endure for the benefit of each party's successors and personal representatives but shall not be assignable at law or otherwise without the prior written consent of the parties.\n7. TERM AND TERMINATION\nIf either party decides not to continue to be involved in the Purpose with the other party it shall notify the other party in writing and this agreement will terminate with immediate effect. The obligations of each party shall continue for a period of [Insert number of years - this should be a realistic estimate of how long it is likely that the information that is to be disclosed will remain important to protect, e.g. 5] years from the termination of this agreement. Termination of this agreement shall not affect any accrued rights or remedies to which either party is entitled.\n8. DEEMED DELIVERY\n8.1 Any notice to be given in connection with this agreement shall be in writing in English and shall either be delivered by hand or sent by first class post or fax, email or other electronic form:\n8.1.1 to any company which is a party at its registered office (or such other address as it may notify to the other parties to this agreement for such purpose); or\n8.1.2 to any individual who is a party at the address of that individual shown on page 1 of this agreement;\n(or in each such case such other address as the recipient may notify to the other parties for such purpose).\n8.2 A communication sent according clause 8.1 shall be deemed to have been received:\n8.1.1 if delivered by hand, at the time of delivery;\n8.1.2 if sent by pre-paid first class post, on the second day after posting; or\n8.1.3 if sent by fax, email or other electronic form, at the time of completion of transmission by the sender.\n9. ENTIRE AGREEMENT AND VARIATION\n9.1 This agreement and the documents referred to or incorporated in it constitute the entire agreement between the parties relating to the subject matter of this agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this agreement.\n9.2 Each of the parties acknowledges and agrees that it has not entered into this agreement in reliance on any statement or representation of any person (whether a party to this agreement or not) other than as expressly incorporated in this agreement.\n9.3 Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this agreement or not) and upon which it has relied in entering into this agreement.\n9.4 Without prejudice to clause 5.4, each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this agreement and the documents referred to or incorporated in this agreement shall be for breach of contract.\n9.5 Nothing contained in this agreement or in any other document referred to or incorporated in it shall be read or construed as excluding any liability or remedy as a result of fraud.\n9.6 No variation of this agreement or any of the documents in the agreed form shall be valid unless it is in writing and signed by or on behalf of each of the parties to this agreement.\n10. NO WAIVER\nFailure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.\n11. PARTNERSHIP\nNothing in this agreement is intended or shall be construed as establishing or implying any partnership of any kind between the parties.\n12. GOVERNING LAW AND JURISDICTION\n12.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims shall be governed by and construed in accordance with the laws of Belgium.\n12.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Belgium over any claim or matter arising under or in connection with this agreement.\n13. COUNTERPARTS\nThis agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.\nAgreed on by the below-mentioned parties and drawn up in as many originals as there are parties. Each party declares that it has received one original.\nSigned for and on behalf of [INSERT NAME )\nOF COMPANY ONE] by: ) Signature\n Name (block capitals)\nDirector/authorised\nsignatory\nSigned for and on behalf of [INSERT NAME )\nOF COMPANY TWO] by: ) Signature\n Name (block capitals)\nDirector/authorised\nsignatory\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 96 - ], - [ - 97, - 105 - ], - [ - 106, - 282 - ], - [ - 283, - 508 - ], - [ - 509, - 520 - ], - [ - 521, - 668 - ], - [ - 669, - 682 - ], - [ - 683, - 716 - ], - [ - 717, - 721 - ], - [ - 721, - 778 - ], - [ - 779, - 1035 - ], - [ - 1036, - 1148 - ], - [ - 1149, - 1258 - ], - [ - 1259, - 1380 - ], - [ - 1381, - 1557 - ], - [ - 1558, - 1698 - ], - [ - 1699, - 1749 - ], - [ - 1750, - 1831 - ], - [ - 1832, - 1959 - ], - [ - 1960, - 2125 - ], - [ - 2126, - 2243 - ], - [ - 2244, - 2348 - ], - [ - 2349, - 2353 - ], - [ - 2353, - 2560 - ], - [ - 2561, - 2565 - ], - [ - 2565, - 2684 - ], - [ - 2684, - 2742 - ], - [ - 2742, - 2865 - 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Spring Street, Columbus, Ohio 43215-2256, entered into the day, month and year set out below, (each herein referred to individually as a \u201cParty,\u201d or collectively as the \u201cParties\u201d).\nWhereas, The State of Ohio, Department of Administrative Services (DAS) on behalf of Discloser has issued a Request for Competitive Sealed Proposals (RFP) CSP903918 for a Pharmacy Benefits Manager (PBM) for the Bureau of Workers\u2019 Compensation Pharmacy Program;\nWhereas, in order for Recipient to evaluate and provide a response to the RFP, the Recipient will need access to confidential State information pertinent to providing a response to the RFP; and\nWhereas, the parties recognize that this analysis requires Recipient's review of Discloser's confidential information and that this data requires the highest degree of protection;\nNow, therefore, the parties agree to the following terms and conditions for such disclosure:\n1) In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following: Non-Disclosure/Confidentiality.\na) Definition\ni) \u201cConfidential Information\u201d refers to the following items Discloser discloses to the Recipient:\n(1) Any information that is in written, graphic, machine readable, or other tangible form, and that Discloser designates as \u201cConfidential, \u201cspecifically including, but not limited to, the BWC Information Systems Documentation containing file specifications and data definitions for files and reports which will be utilized under the contract to be awarded under RFP CSP903918;\n(2) Any oral or visual information Discloser designates as \u201cConfidential\u201d at the time of disclosure;\n(3) Any source code and any names of actual or potential Disclosers, whether or not marked as confidential; and\n(4) Any other nonpublic, sensitive or third party information that is possession of Discloser and is disclosed to Recipient under this Agreement.\n(5) Notwithstanding the foregoing, Confidential Information does not include information that:\n(a) Was already in the Recipient\u2019s possession before disclosure by the Discloser, and the information was received by the Recipient without the obligation of confidence;\n(b) Is independently developed by Recipient without use of, or reference to, Confidential Information;\n(c) Is or becomes publicly available without breach of this Agreement except as provided in 2)a)i)(6);\n(d) Is rightfully received by the Recipient from a third party without an obligation of confidence; or (e) Is disclosed by the Recipient with the written consent of the Discloser.\n(6) Although some sensitive personal information, such as medical records, addresses, telephone numbers, and social security numbers may be publicly available through other sources, the Recipient shall not disclose or use such information in any manner except as expressly authorized in this Agreement. Therefore, notwithstanding (5)(c) above, the Recipient does have an obligation to maintain the confidentiality of such sensitive personal information, whether or not marked as confidential.\nb) Restrictions on Use.\ni) Recipient shall not use the Confidential Information for any purpose except to evaluate and prepare a response to RFP CSP903918 for a Pharmacy Benefits Manager (PBM) for the Bureau of Workers\u2019 Compensation Pharmacy Program, issued by DAS on behalf of Discloser, as contemplated by this Agreement.\nii) Recipient:\n(1) Shall not disclose Confidential Information to any employee or subcontractor of Recipient unless such person needs access in order to facilitate the evaluation and preparation of a response to RFP CSP903918 and executes a nondisclosure agreement with the Recipient with terms no less restrictive than those of this Section 2)b);\n(2) Shall not disclose Confidential Information to any other third party without Discloser\u2019s prior written consent; and\n(3) Shall not reproduce Confidential Information in any form except as required to facilitate the evaluation and preparation of a response to RFP CSP903918.\niii) Without limiting the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care.\niv) Recipient shall promptly notify Discloser of any loss, release, misuse or misappropriation of Confidential Information.\nv) Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser\u2019s expense.\nvi) The provisions of this Section 1)b) shall survive the termination of this Agreement.\nc) Injunction. The Recipient will be liable for disclosure of any Confidential Information. The Parties agree that the disclosure of Confidential Information of the Discloser may cause the Discloser irreparable damage for which remedies other than injunctive relief may be inadequate, and the Recipient agrees that in the event of a breach of the obligations hereunder, the Discloser shall be entitled to temporary and permanent injunctive relief to enforce this provision without the necessity of proving actual damages. This provision shall not, however, diminish or alter any right to claim and recover damages.\nd) Return of Confidential Information. Upon request of Discloser or termination of this Agreement, Recipient shall return all Confidential Information, copies, extracts, or notes derived from Confidential Information to Discloser or certify, in writing, the destruction thereof. The provisions of this Section 1)d) shall survive the termination of this Agreement.\ne) Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Discloser retains all right, title and interest in and to all Confidential Information and its reproductions.\n2) No Obligation. Nothing in this Agreement shall obligate the Discloser to proceed with any other transaction between the Discloser and the Recipient. The exchange of information does not imply imminent purchase, nor should it in any way be construed as a commitment to purchase by the State.\n3) Disputes. This Agreement will be governed by the laws of Ohio, and venue for any disputes will lie exclusively with the appropriate court in Franklin County, Ohio.\n4) Severability. If any provision of this Agreement or the application of any provision is held by a court to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect.\n5) Amendments - Waiver. No change to any provision of this Agreement will be effective unless it is in writing and signed by both Parties. The failure of either Party at any time to demand strict performance by the other party of any of the terms of this Agreement will not be a waiver of those terms. Waivers must be in writing to be effective, and either Party may at any later time demand strict performance.\n6) Termination. Either party may terminate this Agreement upon provision to the other party one (1) day written notice of election to so terminate, subject to the provisions of section 1)d) of this Agreement, provided that such unilateral termination by Recipient is without prejudice to the State of Ohio.\n7) Location of Data. Recipient affirms that it shall not and shall not allow others to take the Discloser\u2019s Confidential Information outside the United States without express written authorization from the Discloser.\n8) Authority to Sign. The person whose signature appears below on behalf of the Recipient represents and warrants that he/she has authority to bind the Recipient and all employees and agents of the Recipient to the terms of this contract and has specific authority to sign this Agreement.\n9) Execution in Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.\n10) Entire Agreement. This Agreement is the entire agreement between the Parties with respect to its subject matter and supersedes any previous agreements, whether oral or written.\n11) Effective Date. 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Company may have provided and may provide Confidential Information to Supplier to enable Supplier to make a proposal to provide Supplies to Company and/or to provide Supplies to Company. Company was not and is not willing to recognize Supplier as a potential or an approved source for Supplies and to provide Confidential Information to Supplier, unless Supplier was, and is restricted in its use of Company\u2019s Confidential Information.\nNOW, THEREFORE, and in consideration of such acceptance and disclosures and of Company\u2019s reliance on the terms of this Supplier Non-Disclosure Agreement (\u201cAgreement\u201d), Supplier promises and agrees that:\n1. Confidential Information.\nA. \u201cConfidential Information\u201d means all trade secrets, proprietary information, know-how, and confidential information of Company including but not limited to: (i) any and all technical, business or financial information or property, owned by or licensed to Company, or otherwise relating to Company and/or any of its subsidiaries, affiliates and related entities which is heretofore or hereinafter disclosed to Supplier, including but not limited to information regarding Company\u2019s goods or services, processes, personnel, finances, business plans, studies, analyses, projections, research, market data, operations, apparatus, computer software, know-how, trade secrets, inventions, equipment, tools, molds, dies, fixtures, parts, prototypes, samples, drawings, test results, material and manufacturing specifications, suppliers, customers, employees, processes, licensing and any other ideas or information relating to Company\u2019s business or Company Products, the Supplies or any business or activity in which Company is engaged, regardless of the form of disclosure, whether or not disclosed in a writing marked \u201cConfidential\u201d or in some similar manner or identified as confidential; (ii) improvements derived by Supplier from the information identified in Subsection l(A)(i) or from access to Company\u2019s facilities; and (iii) any and all software, reports, memoranda, documents, developments, or other results produced by Supplier in the performance of providing Supplies that are directly related to Company\u2019s business and not primarily to general technology used by Supplier in the conduct of its core business.\nB. Confidential Information shall not include any information which: (a) was known to Supplier at the time of disclosure as evidenced by Supplier\u2019s written records; or (b) after disclosure by Company, is lawfully obtained by Supplier from a third party who has the right to disclose such information to Supplier; or (c) legally enters the public domain or is generally available to the public other than by an unauthorized act by Supplier or the party to which such information was originally disclosed; provided, however, Confidential Information which is composed of a combination, compilation or sequential arrangement of individual elements or features which individual elements are available to the general public or are or were known or become known to Supplier, shall be considered Confidential Information with respect to such combination, compilation or sequential arrangement.\nC. All Confidential Information is acknowledged by Supplier to be the property or an otherwise protectible interest of Company or its licensors whether or not it constitutes a trade secret.\n2. Protection of Confidential Information.\nA. Supplier shall use Confidential Information only to assist Supplier in making proposals to provide Supplies to Company and in providing Supplies to Company under Company\u2019s purchase orders or other written agreements. Supplier shall not use or disclose Confidential Information except as required by the performance of its obligations to Company. Supplier shall disclose Confidential Information only to those employees of Supplier who (a) must have the specific Confidential Information either for the development, production, testing and provision of Supplies or to decide whether to develop or supply the Supplies to Company; and (b) have signed this Agreement (or a similar agreement) binding such employees personally to the terms of this Agreement during and after their employment with Supplier. Supplier shall not disclose Confidential Information to any third party, including Supplier\u2019s related entities, without the prior written consent of Company and the written agreement of third parties binding them to the terms of this Agreement.\nB. Supplier shall not duplicate or summarize the Confidential Information to any third party, without the prior written consent of Company. Supplier shall not decompile or reverse engineer Company Products and any information resulting from any decompiling or reverse engineering shall be deemed to be Confidential Information of Company.\nC. The Confidential Information, and all copies, summaries, notes, and computations related thereto, shall be delivered by Supplier to Company within 48 hours of demand.\nD. In addition, Supplier shall take all reasonable precautions to protect the Confidential Information from unauthorized access and use, but not less than used by Supplier to protect its own most valuable information.\nE. During and after the period Supplier is providing Supplier services to Company, Supplier shall not produce, provide, or sell to anyone, other than Company, any Supplies which include or are produced with Confidential Information.\nF. In addition, Supplier shall not and warrants that anyone obtain the Confidential Information disclosed hereunder by or through it, shall not:\n(i) Contest, anywhere in the world at any time in the future, the validity of Company\u2019s proprietary rights in, or any Company claim to the ownership or inventorship of, any Confidential Information; or\n(ii) Attempt to or actually apply for, obtain or claim ownership of, inventorship in or right to use of any proprietary rights in any Confidential Information (including, without limitation, any patents, copyrights, trademarks, service marks, trade dress, or trade secret rights).\nG. All improvements to Company Products, their components, or their underlying technology developed during the performance of any purchase order issued by Company to Supplier shall belong to Company.\nH. Supplier shall not disclose the Confidential Information to any person that would result in a violation of United States or Canadian export or other law.\n3. Status of Supplier. Supplier\u2019s status at all times shall be that of an independent contractor, and Supplier shall not be considered an agent, partner, representative, or employee of Company for any purposes whatsoever. This Agreement shall not create an obligation on the part of Company to acquire or purchase the Supplies from Supplier. If Company accepts Supplier as an approved supplier for Supplies, any supply of such Supplies shall be under Company\u2019s standard General Terms and Conditions of Purchase without the need for further adoption of such terms and conditions. Supplier shall not advertise nor disclose that it is a potential supplier or a supplier of Supplies to Company.\n4. Miscellaneous.\nA. Supplier has not relied on any representation of Company not contained in this Agreement.\nB. The unenforceability of any provision of this Agreement shall not affect the other provisions and the unenforceable clause shall be deemed deleted and shall be deleted by the court.\nC. This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof, whether written or oral. It is effective on execution by Supplier. No waiver or modification of the terms of this Agreement shall be valid unless in writing and duly executed by Supplier and Company. This Agreement shall be cumulative with all other rights of Company under any existing or future agreements between Company and Supplier unless specifically waived by Company.\nD. This Agreement shall be construed under the laws of the State of Michigan, notwithstanding principles of Michigan or any other state, provided Company may in any enforcement action elect to have the law of the forum jurisdiction to apply. The parties irrevocably consent to the exclusive jurisdiction of the courts of the jurisdiction in which Company has an office to resolve all issues related to or arising from this Agreement and any business relationship arising from or related to this Agreement. If the law applicable to any enforcement proceeding limits the class of information and materials protectible by contract to trade secrets or other class of information, the term \u201cConfidential Information\u201d shall be limited to those classes of information and materials. If the law applicable to any enforcement proceeding requires a temporal limitation, the period after termination for which Supplier is restricted in use or disclosure of Confidential Information which is not a trade secret shall be limited to any specific maximum permitted by law or five years from the date of termination. If the law applicable to any enforcement proceeding requires a geographic limitation, the area in which Supplier is restricted in its use or disclosure of Confidential Information shall be limited to only those states and countries in which Company or a supplier or customer of Company shall have an office or other facility during the restricted period. If the law applicable to any enforcement proceeding requires a limitation on the scope of any restriction, such restriction in the Agreement is limited to those activities which Supplier has performed for Company and to those customers of Company with which Supplier has had some contact during the engagement with Company.\nE. The interests of Company in the Confidential Information cannot be adequately protected by a remedy at law. This Agreement may be enforced by preliminary injunction as well as other available equitable and legal remedies.\nF. This Agreement is not assignable by Supplier. This Agreement binds Supplier and its affiliated companies upon execution by Supplier whether or not executed by Company.\nG. All notices required hereunder shall be in writing and hand delivered, sent by facsimile or mailed via first class mail with postage prepaid to the other party at its principal business address or at such other address as the parties may advise one another from time to time.\n (\u201cSupplier\u201d)\nBy:\nIts:\nAddress:\nFax Number:\nDate:\nAccepted:\nKSR INTERNATIONAL CO. 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Purpose. Each of the Company and Supplier desires to receive Confidential Information (as defined below) of the other for the purpose of considering a commercial transaction and/or ongoing business relationship with the other (the \u201cAuthorized Purpose\u201d). For purposes of this Agreement, the party disclosing Confidential Information is hereinafter referred to as the \u201cDisclosing Party\u201d and the party receiving Confidential Information is hereinafter referred to as the \u201cRecipient\u201d. In connection with the Authorized Purpose, certain trade secrets and business information proprietary to the Disclosing Party, and which the Disclosing Party considers confidential, may be provided to the Recipient.\n2. Definition. \u201cConfidential Information\u201d means any information, technical data, or know-how (including, but not limited to, information relating to research, products, software, services, development, inventions, processes, engineering, marketing, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by the Disclosing Party to the Recipient, either directly or indirectly, in any form whatsoever (including, but not limited to, in writing, in machine readable or other tangible form, orally or visually): (i) that is a trade secret under applicable law; (ii) that has been marked as \u201cconfidential\u201d or \u201cproprietary\u201d or similar legend; (iii) whose confidential nature has been made known by the Disclosing Party, orally or in writing, to the Recipient; (iv) that due to its character and nature, a reasonable person under like circumstances would treat as confidential; or (v) discussions relating to such information whether these discussions occur prior to, concurrent with, or following disclosure of such information.\n3. Exclusions. Confidential Information does not include, or shall cease to include, information or material that the Recipient can demonstrate by then-contemporaneous written records: (i) is in the Recipient\u2019s possession at the time of disclosure as shown by the Recipient\u2019s files and records immediately prior to the time of disclosure; (ii) before or after it has been disclosed to Recipient, becomes part of public knowledge or literature, not as a result of any action or inaction of the Recipient; (iii) is approved for release by written authorization of the Disclosing Party; (iv) is disclosed to the Recipient by a third party not in violation of any obligation of confidentiality; or (v) is independently developed by the Recipient without reference to Confidential Information.\n4. Use Limitations. The Recipient (i) agrees not to use the Confidential Information for its own use or for any purposes except the Authorized Purpose expressly set forth above; (ii) shall not use the Confidential Information for purposes of unfair or improper competition; and (iii) agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the materials unless permitted in writing by the Disclosing Party (any copies that are authorized to be made will be identified as belonging to the Disclosing Party and marked as \u201cconfidential\u201d, \u201cproprietary\u201d or with similar legend). Nothing in this Agreement shall limit or restrict the rights of the Disclosing Party to assert infringement or other intellectual property claims against the Recipient or to impose on either party any obligation to disclose any Confidential Information, to purchase or sell any products, or to otherwise enter in to any type of business relationship.\n5. Non-Disclosure. The Recipient agrees not to disclose the Confidential Information to any third parties or to any of its employees, directors, officers, agents, contractors, consultants, advisors, or other representatives (collectively \u201cRepresentatives\u201d), except those Representatives who have a need to know the Confidential Information for accomplishing the Authorized Purpose described herein. In such instance(s), the Representatives (i) shall be made aware that the Confidential Information is confidential; and (ii) that such Representatives\u2019 disclosure of the Confidential Information is restricted as set forth herein. Notwithstanding the foregoing, the Recipient may disclose the Disclosing Party\u2019s Confidential Information to the extent required by a valid order of a court of competent jurisdiction or other governmental body, or by applicable law; provided, however, that the Recipient will use all reasonable efforts to promptly notify the Disclosing Party of the obligation to make such disclosure in advance of the disclosure, unless otherwise prohibited by law or court order, so that the Disclosing Party will have a reasonable opportunity to object to such disclosure. The Recipient and its Representatives shall cooperate in all reasonable respects with the Disclosing Party in seeking to prevent or limit disclosure; and, in the event that a protective order or other remedy is not obtained, the Recipient will limit disclosure to the Confidential Information actually required to be disclosed, provided the Recipient exercises its reasonable efforts to obtain reasonable assurances that confidential treatment will be accorded to the Disclosing Party\u2019s Confidential Information. The Recipient agrees that it shall treat the Confidential Information with the same degree of care as it accords to its own confidential and proprietary information of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to protect the Confidential Information commensurate with the sensitivity of such information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of such Confidential Information of which the Recipient may become aware.\nThe Recipient acknowledges and agrees that certain Confidential Information will be subject to export restrictions under the Arms Export Control Act (22 U.S.C. 2751 et seq.) or Executive Order 12470. In such instances, in addition to general non-disclosure restrictions set forth above, such Confidential Information shall not be transferred to any foreign person in the United States or abroad, except where authorized by the United States Department of State (ITAR) or the United States Department of Commerce (EAR). Such Confidential Information shall be appropriately marked and identified at the time of transfer.\n6. Third Party Information. No party shall communicate any information to another party in violation of the proprietary rights of any third party.\n7. Return of Materials. Any materials or documents of the Disclosing Party that are furnished to the Recipient, and all copies thereof, at the earlier of the Disclosing Party\u2019s request for return of the materials, or the termination of the business relationship between the Disclosing Party and the Recipient, at the Disclosing Party\u2019s option, will either be (subject to the Disclosing Party\u2019s reasonable instructions): (i) promptly returned to the Disclosing Party and/or (ii) destroyed by the Recipient, including materials stored on the Recipient\u2019s computing environment, or electronic storage media, to the extent technically feasible (with the Recipient providing written certification of such destruction).\n8. No License. The Disclosing Party shall retain the sole ownership and right to possess its Confidential Information, and any derivatives thereof. No license is granted to the Recipient under any patents, copyrights, mask work rights or other proprietary rights by the disclosure of any information hereunder, nor is any warranty made as to such information.\n9. Remedies. The Recipient understands and agrees that the Disclosing Party is providing the Confidential Information to the Recipient in reliance upon this Agreement, and the Recipient will be fully responsible to the Disclosing Party for any damages or harm caused to the Disclosing Party by a breach of this Agreement by the Recipient or any of its Representatives. The Recipient acknowledges and agrees that a breach of any of its promises or agreements contained herein will result in irreparable injury to the Disclosing Party for which there will be no adequate remedy at law, and the Disclosing Party shall be entitled to equitable relief, including specific performance and injunctive relief, in the event of any breach or threatened breach or intended breach of this Agreement by the Recipient. Such remedies, however, shall not be deemed to be the exclusive remedies for any breach of the Agreement, but shall be in addition to all other remedies available at law or in equity.\n10. Governing Law; Venue. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding its conflict of law principles. The parties agree that all litigation or other legal proceedings arising out of or related to this Agreement shall be brought in the state courts of the State of Minnesota and the United States District Courts located therein, and the parties hereby submit to the exclusive personal jurisdiction and venue of such courts.\n11. Attorneys\u2019 Fees. In the event of any litigation or other legal proceedings arising out of or related to this Agreement, the prevailing party shall be entitled to reasonable attorneys\u2019 fees and all costs of proceedings incurred in enforcing this Agreement.\n12. Term; Termination. This Agreement shall govern all communications among the parties that are made from the date Confidential Information was first provided to or obtained by the Recipient (even if prior to the Effective Date) through the date on which a party receives from the other party written notice that such party is terminating this Agreement. The Recipient\u2019s obligations under this Agreement with respect to Confidential Information it has received or obtained prior to such termination shall continue until as long as the Confidential Information remains a trade secret or for a period of five (5) years after the date of disclosure, whichever is later.\n13. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing and addressed to the receiving party at its corporate office, or as otherwise designated in writing, and shall be deemed effectively given on the earliest of : (i) when delivered, if personally delivered; (ii) on the third (3rd) business day following the date of mailing if delivered by certified or registered mail, return receipt requested; (iii) on the date of transmission, if delivered by facsimile or email transmission; (iv) the scheduled day of delivery if delivered via express courier; or (v) when received by the party to whom notice is intended or required to be given.\n14. General. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other oral or written representations and understandings. This Agreement may be amended or modified only in writing signed by an authorized representative of each party. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and the unenforceable or invalid provision shall be construed to be amended in order to avoid such unenforceability or invalidity while preserving as closely as possible the intent of the parties. This Agreement shall not be construed to establish a joint venture, partnership or other business relationship between the parties. No party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party(ies), which consent may be withheld in the sole discretion of such party(ies); provided, however, the Company may freely assign or transfer any or all of its rights or obligations hereunder (i) to an affiliate or other subsidiary, as applicable; (ii) pursuant to merger, consolidation or other similar business combination; or (iii) to an acquirer of substantially all of the assets of the Company. This Agreement shall be binding upon the permitted successors and assigns of both parties. The relationship created under this Agreement is confidential and is to be treated as Confidential Information according to the terms of this Agreement. No waiver by a party of the conditions herein or of compliance with the provisions hereof, nor any delay by a party in exercising its rights, remedies or privileges hereunder, shall have the effect of preventing such party from exercising its rights, remedies or privileges hereunder at any future period or in any other circumstance, and no waiver shall be binding unless in writing. This Agreement may be signed in counterparts, each which shall constitute an original.\nThe parties hereto have caused this Supplier Mutual Confidentiality and Non-Disclosure Agreement to be duly executed by a duly authorized representative of such party as of the Effective Date.\nACKNOWLEDGED AND AGREED:\nPAR SYSTEMS, INC. Supplier Name: (*Enter Company Name Here*)\n(on behalf of itself and its wholly-owned\nsubsidiaries and affiliates): __________________________________________\nBy:______________________________________ By:_______________________________________\n Authorized Signature Authorized Signature\nPrinted Name:_____________________________ Printed Name:______________________________\nTitle:____________________________________ Title:_____________________________________\nDate:____________________________________ Date:_____________________________________\n", - "spans": [ - [ - 0, - 1 - ], - [ - 1, - 67 - ], - [ - 68, - 414 - ], - [ - 415, - 427 - ], - [ - 427, - 672 - ], - [ - 672, - 899 - ], - [ - 899, - 1114 - ], - [ - 1115, - 1130 - ], - [ - 1130, - 1724 - ], - [ - 1724, - 1773 - ], - [ - 1773, - 1853 - ], - [ - 1853, - 1970 - ], - [ - 1970, - 2090 - ], - [ - 2090, - 2238 - ], - [ - 2239, - 2254 - ], - [ - 2254, - 2424 - ], - [ - 2424, - 2578 - ], - [ - 2578, - 2743 - ], - [ - 2743, - 2823 - 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"choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22, - 23, - 24 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.par.com/files/1113/6657/1154/Supplier_Non_Disclosure.pdf" - }, - { - "id": 350, - "file_name": "T:\\proc_notices\\notices_020_k\\notice_doc_18628_158011843.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis agreement is made between the UNITED NATIONS DEVELOPMENT PROGRAMME (\"UNDP\"), a subsidiary organ of the UNITED NATIONS, an international organization\nestablished by treaty, with offices at 304 East 45th Street, New York, New York 10017, USA and _____________ (\"the Company\"), a _______ corporation with its principal place of business at __________, ______________ __________ (UNDP and the Company are hereinafter collectively the \"Parties\").\nThe Parties wish to [enter into discussions with each other with respect to a potential business relationship between them. In the course of negotiations related to the Agreement, or in carrying out their obligations pursuant to the Agreement, the Parties may disclose to one another Confidential Information as defined below. For good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of us, this Agreement sets out our respective obligations with respect to Confidential Information which one party to this Agreement receives (the \"receiving party\") from the other (the \"disclosing party\")].\n1. Confidential Information. \"Confidential Information\" means any operational,\nadministrative business or technical information, in whatever form transmitted, whether or not stored in any medium, relating to the disclosing party's operations and/or business (and/or those\nof its suppliers and customers), including but not limited to equipment, software, designs, technology, technical documentation, product or service specifications or strategies, marketing plans, pricing information, financial information, information relating to existing, previous and potential suppliers, customers and contracts, inventions, applications, methodologies and other know-how, that is either proprietary to the disclosing party or the disclosing party's contractors\nor which either of the foregoing maintains as confidential and nonpublic. Confidential Information includes original information supplied by the disclosing party, as well as all copies.\n2. Treatment of Confidential Information. The receiving party agrees to treat the Confidential Information as confidential to and as the property of the disclosing party and to use an appropriate degree of care (which, in any case, will not be less than the degree of care it uses with respect to its own information of like nature) to prevent disclosure of the Confidential Information of the disclosing party. The receiving party will use Confidential Information only in connection with a business relationship with the disclosing party. The receiving party will not disclose this Agreement or Confidential Information, e(cid:91)cept to the receiving party's officials,\ndirectors, officers, employees and contractors who have a need to know for the purpose of carrying out the purpose of the Agreement and who have been advised of the obligation of confidentiality and who are bound, either as a condition of employment, or in order to obtain Confidential Information, by terms and conditions similar to those contained herein and are obligated to keep it confidential. The Parties acknowledge that failure on the part of the receiving party to abide by this Agreement may cause irreparable harm to the disclosing party, for which damages will not be an adequate remedy. Accordingly, the disclosing party shall have the right to seek to obtain an injunction, through the arbitral process set forth herein, to prevent any further violations of this Agreement.\nany title, ownership, license or other right or interest with respect to the Confidential Information of the disclosing party. Confidential Information will be held in trust by the receiving party for the disclosing party.\n4. Returns or Destruction. Confidential Information will be returned by the receiving party to the disclosing party or destroyed by the receiving party: (a) if a business relationship is\nnot entered into with the disclosing party on or before the date which is three months after the date both parties have signed the Agreement; or (b) upon request by the disclosing party at any time. A senior officer or official of the receiving party, if requested by the disclosing party in writing, shall certify, by way of affidavit or declaration, on behalf of the receiving party that all such Confidential Information has been returned or destroyed, as applicable, and that it will not use any archived copies of Confidential Information that cannot be reasonably removed from archival storage. However, the counsel for each party may retain one (1) archival copy of all Confidential Information received under this Agreement for the sole purpose of reference in any subsequent legal disputes that may arise.\n5. Limited Reproduction. The receiving party will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.\n6. Exceptions on Use and Disclosure. This Agreement does not apply to or restrict the Parties from using or disclosing:\n(a) Confidential information that is or becomes public other than through a breach of this Agreement;\n(b) Confidential information already known to the receiving party prior to the date of this Agreement (as evidenced by the receiving party's written and dated records) and with respect to which the receiving party does not have an obligation of confidentiality;\n(c) Confidential information that is independently developed by the receiving party;\n(d) Confidential information which is disclosed, without obligation of confidentiality, to the receiving party by a person or entity not party to this Agreement and who is entitled to disclose such information without breaching an obligation of confidentiality.\n7. No Obligation. Nothing in this agreement shall be construed as obligating any party to continue any discussions or to enter into a business relationship.\n8. No Representations or Warranties; Reliance. Each of UNDP and the Company acknowledges that the other party hereto makes no any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and that the Confidential Information is not purported to represent a substitute, in whole or in part, for an independent evaluation of the operations or any transaction relating thereto.\n9. Notices. Notices delivered in connection with this Agreement must be in writing and delivered to the address set out in the first paragraph of this Agreement to the attention of the individual representing each party under this Agreement, or as changed by the parties by notice in writing delivered to each other from time to time in accordance with this Agreement.\n10. Further Assurances. The Parties agree to deliver further written documentation and to do or cause to be done any other things reasonably necessary to implement this Agreement.\n11. Delays. Delay, failure or partial exercise by a party of any right or remedy under this Agreement will not constitute a waiver of any right or remedy. Any waiver must be in writing, but such waiver will be limited to its terms and will not constitute waiver of any other provision or breach of this Agreement.\n12. Severability. If any part of this Agreement is invalid, the remaining provisions still will continue in effect.\n13. Duration. This Agreement shall remain effective for a period (the \"Term\") beginning on\nthe date signed by both Parties (the \"Commencement Date\") and ending five (5) years after the Commencement date.\n14. Entire Agreement. This Agreement sets out our entire agreement concerning the matters described above and supersedes all prior written or oral agreements and understandings with respect to such subject matter. This Agreement may only be amended by consent in writing of both Parties. It may be terminated by a definitive agreement relating to transactions being mutually contemplated. Headings are for convenience of reference and not for interpretation or construction.\n15. Binding. This Agreement binds the Parties and their respective successors and permitted assigns. Neither party shall assign this Agreement without the prior written consent of the other.\n16. Arbitration. Any dispute, controversy or claim between the Parties arising out of, this Agreement or the breach, termination or invalidity thereof, unless settled amicably within twenty\n(20) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Agreement, the arbitral tribunal shall have no authority to award interest. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.\n17. Privileges and Immunities. Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including UNDP and its subsidiary organs.\nUNITED NATIONS DEVELOPMENT _____________________________________ PROGRAMME COMPANY NAME\nBy: _______________________________ By: __________________________________ Name: _____________________________ Name: _______________________________ Title: ______________________________ Title: ________________________________ Date: ______________________________ Date: ________________________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 185 - ], - [ - 186, - 374 - ], - [ - 374, - 386 - ], - [ - 386, - 401 - ], - [ - 401, - 478 - ], - [ - 479, - 603 - ], - [ - 603, - 806 - ], - [ - 806, - 1111 - ], - [ - 1112, - 1141 - ], - [ - 1141, - 1190 - ], - [ - 1191, - 1383 - ], - [ - 1384, - 1864 - ], - [ - 1865, - 1939 - ], - [ - 1939, - 2050 - ], - [ - 2051, - 2093 - ], - [ - 2093, - 2463 - ], - [ - 2463, - 2592 - ], - [ - 2592, - 2723 - ], - [ - 2724, - 3124 - ], - [ - 3124, - 3325 - ], - [ - 3325, - 3512 - ], - [ - 3513, - 3640 - ], - [ - 3640, - 3735 - ], - [ - 3736, - 3763 - ], - [ - 3763, - 3889 - ], - [ - 3889, - 3922 - ], - [ - 3923, - 4068 - ], - [ - 4068, - 4122 - ], - [ - 4122, - 4524 - ], - [ - 4524, - 4737 - ], - [ - 4738, - 4763 - ], - [ - 4763, - 5056 - ], - [ - 5057, - 5094 - ], - [ - 5094, - 5176 - ], - [ - 5177, - 5278 - ], - [ - 5279, - 5540 - ], - [ - 5541, - 5625 - ], - [ - 5626, - 5887 - ], - [ - 5888, - 5906 - ], - [ - 5906, - 6044 - ], - [ - 6045, - 6092 - ], - [ - 6092, - 6478 - ], - [ - 6479, - 6491 - ], - [ - 6491, - 6847 - ], - [ - 6848, - 6872 - ], - [ - 6872, - 7027 - ], - [ - 7028, - 7183 - ], - [ - 7183, - 7341 - ], - [ - 7342, - 7360 - ], - [ - 7360, - 7457 - ], - [ - 7458, - 7472 - ], - [ - 7472, - 7548 - ], - [ - 7549, - 7661 - ], - [ - 7662, - 7684 - ], - [ - 7684, - 7876 - ], - [ - 7876, - 7950 - ], - [ - 7950, - 8051 - ], - [ - 8051, - 8136 - ], - [ - 8137, - 8150 - ], - [ - 8150, - 8238 - ], - [ - 8238, - 8327 - ], - [ - 8328, - 8345 - ], - [ - 8345, - 8517 - ], - [ - 8518, - 8769 - ], - [ - 8769, - 8842 - ], - [ - 8842, - 8975 - ], - [ - 8975, - 9136 - ], - [ - 9137, - 9168 - ], - [ - 9168, - 9359 - ], - [ - 9360, - 9387 - ], - [ - 9387, - 9425 - ], - [ - 9425, - 9447 - ], - [ - 9448, - 9452 - ], - [ - 9452, - 9484 - ], - [ - 9484, - 9488 - ], - [ - 9488, - 9523 - ], - [ - 9523, - 9529 - ], - [ - 9529, - 9559 - ], - [ - 9559, - 9565 - ], - [ - 9565, - 9597 - ], - [ - 9597, - 9604 - ], - [ - 9604, - 9635 - ], - [ - 9635, - 9642 - ], - [ - 9642, - 9675 - ], - [ - 9675, - 9681 - ], - [ - 9681, - 9712 - ], - [ - 9712, - 9718 - ], - [ - 9718, - 9750 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 25, - 26, - 27 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10, - 11, - 12, - 13 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 52, - 53 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 34, - 37 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 12, - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18, - 19 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 34, - 38 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://procurement-notices.undp.org/view_file.cfm?doc_id=39531" - }, - { - "id": 351, - "file_name": "TSE-TSE-OK-WHK-Mutual-NDA-Fill-in-Blanks-4-29-2019.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement is entered into this _____ day of , 20___, by and between TSE Industries, Inc., a Florida Corporation, together with its affiliated companies, TSE-OK, LLC and WHK BioSystems, LLC (collectively \u201cTSE\u201d), having its principal place of business at 5180 113th Avenue North, Clearwater, FL 33760 USA, and ______________________________________________________ (\u201cCompany\u201d) having its principal place of business at ___________________________________________________________. The parties wish to discuss a possible commercial agreement between both companies including, but not limited to ___________________________________________________________________ (the \u201cDiscussions\u201d), which Discussions will involve the exchange of knowledge, information and know-how owned by each other.\nTHE PARTIES AGREE AS FOLLOWS:\n1. Disclosure of Confidential Information. During the course of the Discussions, the parties may, from time to time, disclose or provide to each other, in writing or otherwise, directly, or as a consequence of their business relationship, their own trade secrets, accumulated technical or business knowledge or proprietary information as well as information which either party is required to keep confidential by contractual obligations to third parties (hereafter \"Confidential Information\"). Subject to the limitations set forth in section Five (5) below, any information that the disclosing party discloses to the receiving party shall be treated as Confidential Information of the disclosing party. Each party shall disclose only that information which it believes necessary for the other's consideration.\n2. Purpose of Disclosure. Each party shall utilize the Confidential Information disclosed by the other party only for the purpose of the Discussions and shall not divulge it to others or utilize it for commercial use or practice or for any other purpose whatsoever without the prior written consent of the disclosing party.\n3. Precautions. The party to whom disclosure of the Confidential Information has been made (the \u201creceiving party\u201d) shall treat such information as confidential and shall exercise reasonable care with respect to the Confidential Information, at least to the same degree of care as the party employs with respect to protecting its own proprietary and confidential information. A receiving party shall limit disclosure of Confidential Information to those directors, officers, employees, and agents of the party who need to know the Confidential Information in connection with the Discussions and have been advised of the confidential nature of the information.\n4. Reverse Engineering. Neither party shall attempt to reverse engineer, analyze or disassemble, or cause to be reverse engineered, analyzed or disassembled any product, formulation, process technology, sample or other technology provided by the other party, either directly or indirectly. Likewise, neither party shall provide a sample of any product or technology provided to them by the other party to any third party or entity, including but not limited to, any type of lab facility.\n5. Exceptions. Confidential Information shall not include and this Agreement shall not apply to information which:\n(a) is at the time of disclosure or later becomes known to the public through no fault of the receiving party;\n(b) has been furnished or made known on a non-confidential basis to the receiving party by a third party who has a lawful right to disclose such information;\n(c) was known by the receiving party prior to its receipt as shown by competent evidence of the receiving party;\n(d) is required by law or court order to be disclosed, but only to the extent of such required disclosure; or\n(e) is independently developed by the receiving party without reference to or use of the other party\u2019s Confidential Information.\n6. Defend Trade Secrets Act (DTSA) Whistleblower Immunity. 18 U.S.C. Section 1833(b) states:\n\u201cAn individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.\u201d\nAccordingly, the Parties to this Agreement have the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. Section 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. Section 1833(b).\n7. Ownership. Disclosing Confidential Information pursuant to the terms of this Agreement creates no ownership or license rights in the receiving party, and the disclosing party reserves all patent, trade secret and other proprietary rights it may have in such Confidential Information.\n8. Return of Confidential Information. In the event the business relationship between the parties is not established or is terminated for any reason, either voluntarily or involuntarily, the parties shall, if either party so requests in writing, promptly return to the other party, or destroy, all written data and documents, including originals, copies, translations and reproductions thereof, whether on paper or in electronic form, embodying all or part of the Confidential Information disclosed by the other party, as directed by the disclosing party. Notwithstanding the foregoing, the receiving party may retain one copy of the Confidential Information received from the disclosing party for historical, compliance, warranty and/or legal purposes, but the retained Confidential Information shall remain subject to the terms and provisions of this Agreement.\n9. Export Control Law Compliance. To the extent that Confidential Information, as defined herein, is subject to U.S. export control laws and regulations under 22 CFR \u00a7 120 et. seq. of the International Traffic in Arms Regulations (\u201cITAR\u201d) and 15 CFR \u00a7 730 et. seq. of the Export Administration Regulations (\u201cEAR\u201d), and by entering into this Agreement, the parties agree that they will not violate any laws and/or regulations under ITAR and EAR, and that they will not, without limitation, disclose, transfer, or export Confidential Information to third parties, including foreign persons or entities, whether or not related to or affiliated with such party, and/or subcontract out any work and/or orders arising from this Agreement, without first receiving express written consent from the disclosing party and as required by contract or by law, each party shall register with the Office of the Directorate of Defense Trade Controls (\u201cDDTC\u201d).\nIf either party does not comply with its obligations under this paragraph or any terms specified in the Agreement, such non-complying party will indemnify, hold harmless, and defend the other party as to any violations that the non-complying party may cause under ITAR and EAR, including but not limited to the payment of civil and criminal penalties, all costs and expenses and all reasonable attorney\u2019s fees.\n10. Equitable Remedies. Both parties acknowledge that their obligations in this Agreement are necessary and reasonable in order to protect the other\u2019s business, and expressly agree that monetary damages would be inadequate to compensate the other for any breach of any covenant in this Agreement. Therefore, each of the parties agree and acknowledge that any such violation would cause irreparable injury to the other and that, in addition to any other remedies that may be available in law, equity, or otherwise, the injured party shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement without the necessity of proving actual damages.\n11. Assignment. Neither party shall assign this Agreement or any rights hereunder without the prior written consent of the other party.\n12. Term. The parties shall continue to protect the secrecy of the Confidential Information for as long as the information remains confidential information or a trade secret, but for no less than five (5) years from the date the information to be kept confidential is received or the effective date of this Agreement, whichever is later.\n13. No License, Grant or Waiver of Intellectual Property Rights. Except for the limited right to use Confidential Information set forth herein, Confidential Information remains the property of the originating party. The receiving party does not receive any right or license under any patents, copyrights, trade secrets, or the like of the originating party in or to the Confidential Information. The Confidential Information does not lose its status or protection as a trade secret or as confidential business information of the originating party merely by its disclosure to the receiving party pursuant to the terms of this Agreement.\n14. No Warranty. Neither party makes any warranty whatsoever regarding any Confidential Information disclosed to the other.\n15. Binding Effect. This writing represents the entire agreement between the parties respecting secrecy and intellectual property rights regarding the Discussions and Confidential Information to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of both parties and their successors and assigns. This Agreement may not be varied, except by a written instrument executed by both parties.\n16. Severability. In the event any portion of this Agreement shall be found unlawful, unreasonable or invalid by a court of competent jurisdiction, the parties agree to accept as binding any such lesser restrictions which such court shall deem reasonable and the remainder of the Agreement shall remain in effect.\n17. Waiver. Waiver of any provision or breach hereof in any instance shall not be deemed a waiver of any other past or future breach of the same provision or of any other provision of this Agreement.\n18. Governing Law and Costs. This Agreement shall be interpreted according to, the laws of the state of Florida. In any action brought to enforce this Agreement, the prevailing party shall be entitled to the award of its reasonable attorney\u2019s fees and court costs.\n19. Notices. Any notice or other communication hereunder shall be in writing and delivered: (a) personally, (b) by express courier (overnight or two-day delivery; acknowledgement of receipt required); or (c) by facsimile transmission with a follow-up copy sent by first-class mail.\n20. Confidentiality of Business Relationship. The parties agree to keep confidential the specific subject matter of the discussions, negotiations, other business explorations, or other contractual arrangements between the parties.\n21. Captions. Captions are inserted for convenience of reference only and shall not be considered as being of any significance whatsoever in the construction and interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement as of the date set forth above.\n\u201cTSE\u201d \u201cCOMPANY\u201d\nSign: Sign:\nPrint Name: Print Name:\nIts: Its:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 59 - ], - [ - 59, - 422 - ], - [ - 422, - 476 - ], - [ - 476, - 537 - ], - [ - 537, - 650 - ], - [ - 650, - 718 - ], - [ - 718, - 842 - ], - [ - 843, - 872 - ], - [ - 873, - 916 - ], - [ - 916, - 1367 - ], - [ - 1367, - 1576 - ], - [ - 1576, - 1682 - ], - [ - 1683, - 1709 - ], - [ - 1709, - 2006 - ], - [ - 2007, - 2023 - ], - [ - 2023, - 2382 - ], - [ - 2382, - 2665 - ], - [ - 2666, - 2690 - ], - [ - 2690, - 2956 - ], - [ - 2956, - 3153 - ], - [ - 3154, - 3169 - ], - [ - 3169, - 3268 - ], - [ - 3269, - 3379 - ], - [ - 3380, - 3537 - ], - [ - 3538, - 3650 - ], - [ - 3651, - 3760 - ], - [ - 3761, - 3889 - ], - [ - 3890, - 3982 - ], - [ - 3983, - 4131 - ], - [ - 4131, - 4143 - ], - [ - 4143, - 4266 - ], - [ - 4266, - 4357 - ], - [ - 4357, - 4476 - ], - [ - 4476, - 4477 - ], - [ - 4478, - 4727 - ], - [ - 4727, - 4919 - ], - [ - 4919, - 5109 - ], - [ - 5110, - 5124 - ], - [ - 5124, - 5396 - ], - [ - 5397, - 5436 - ], - [ - 5436, - 5953 - ], - [ - 5953, - 6260 - ], - [ - 6261, - 6295 - ], - [ - 6295, - 7203 - ], - [ - 7204, - 7614 - ], - [ - 7615, - 7639 - ], - [ - 7639, - 7912 - ], - [ - 7912, - 8299 - ], - [ - 8300, - 8316 - ], - [ - 8316, - 8435 - ], - [ - 8436, - 8446 - ], - [ - 8446, - 8773 - ], - [ - 8774, - 8839 - ], - [ - 8839, - 8990 - ], - [ - 8990, - 9170 - ], - [ - 9170, - 9409 - ], - [ - 9410, - 9427 - ], - [ - 9427, - 9533 - ], - [ - 9534, - 9554 - ], - [ - 9554, - 9759 - ], - [ - 9759, - 9871 - ], - [ - 9871, - 9961 - ], - [ - 9962, - 9980 - ], - [ - 9980, - 10275 - ], - [ - 10276, - 10288 - ], - [ - 10288, - 10475 - ], - [ - 10476, - 10505 - ], - [ - 10505, - 10589 - ], - [ - 10589, - 10740 - ], - [ - 10741, - 10754 - ], - [ - 10754, - 10833 - ], - [ - 10833, - 10849 - ], - [ - 10849, - 10945 - ], - [ - 10945, - 11022 - ], - [ - 11023, - 11069 - ], - [ - 11069, - 11253 - ], - [ - 11254, - 11268 - ], - [ - 11268, - 11449 - ], - [ - 11450, - 11571 - ], - [ - 11572, - 11587 - ], - [ - 11588, - 11599 - ], - [ - 11600, - 11623 - ], - [ - 11624, - 11633 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 39, - 54, - 55 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 52 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 22, - 27 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 22, - 24 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.whkbiosystems.com/wp-content/uploads/2019/04/TSE-TSE-OK-WHK-Mutual-NDA-Fill-in-Blanks-4-29-2019.pdf" - }, - { - "id": 352, - "file_name": "TabunKitchenInvestments-NDA.pdf", - "text": "MUTUAL NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT\nDATE:\nTHIS NON-DISCLOSURE & NON-CIRUMVENTION AGREEMENT (the \u201cAgreement\u201d) is made by and between\nPARTY 1: Tabun Kitchen of 151 Copse Hill, London, SW20 0SU\nPARTY 2:\nand binding on directors and shareholders under the laws of England & Wales (hereinafter \u201cthe parties\u201d).\nBackground\nThis Agreement shall cover all business discussions between parties relating to introduction of potential funders, joint venture partners, banks etc to Party 1. However, this Agreement shall apply to all business relations and projects between Party 1 and Party 2.\nAgreement\nNOW, THEREFORE, the Parties intending to be legally bound, hereby agree as follows:\n1. Definition of Confidential Information. Subject to paragraph 3 below, the term \u201cConfidential Information\u201d shall mean any and all materials or information not in the public domain that either party receives or acquires from the other party in connection with any activities related thereto, and whether disclosed or made available prior to the date of this agreement and whether in writing, electronically, orally, visually or otherwise and any notes, summaries or other materials in whatever medium or format (\u201cNotes\u201d) created by the Receiving Party and derived from such information or materials. Confidential Information includes, without limitation, (i) software, utilities, solutions, designs, techniques, methods, methodologies, tools, processes, templates, data and any information related thereto, existing or contemplated products or services, specifications and plans, (ii) forecasts, business plans, strategies, and financial statements, records and information, (iii) customer lists or requirements, and (iv) other business or technical information or trade secrets. The provisions of this Agreement shall apply to any Confidential Information that a Receiving Party receives or becomes privy to in connection with this Agreement, on or after the Effective Date of this Agreement.\n2. Non-Disclosure; Use Restrictions. The Parties anticipate that in connection with, any of the Parties may receive or become privy to the Confidential Information of the other Parties. A Receiving Party agrees, acknowledges and undertakes to (i) hold the Confidential Information of the Disclosing Party in strictest confidence, and subject to the terms of this Agreement, not to disclose Confidential Information to any third party unless it is a regulated investment body, solicitor, accountant or private investors known to the Party. Such information shall be shared freely. Where the Party does not know the intended third party then the Party shall ask for prior written consent of the Disclosing Party (which may be given on such terms as the Disclosing Party considers appropriate), (ii) not to use the Confidential Information for any purpose (including but not limited to any competitive or commercial purpose) other than in relation to the PR activities as contemplated under any other written agreement between the parties which references this Agreement, and (iii) protect such Confidential Information by using the same degree of care as it uses to protect its own highly Confidential Information of similar value and sensitivity, but not less than reasonable care.\n3. Exceptions. Notwithstanding the provisions of this Agreement, the obligations and restrictions set forth herein regarding Confidential Information shall not apply to information that the Receiving Party can establish\n(i) is or becomes publicly available other than as a result of a breach of this Agreement by the Receiving Party,\n(ii) is lawfully received from a third party which is, to the reasonable knowledge and belief of the Receiving Party, not under any obligation of confidentiality for the benefit of the Disclosing Party,\n(iii) was either in the possession of or known to the Receiving Party at the time of disclosure without any limitation on use or disclosure for the benefit of the Receiving Party, or\n(iv) is independently developed by the Receiving Party without the use, reference to or benefit of the Disclosing Party\u2019s Confidential Information.\n4. Disclosures Required by Law or Regulation. A Receiving Party shall not be restricted from disclosing Confidential Information of the Disclosing Party or any Notes as required pursuant to any law, regulation or judicial or governmental order, or request of a regulatory or self-regulatory entity having examination authority over Receiving Party or a member of its Group, provided that Receiving Party will disclose only such information as it believes is required to comply with the order or request and, in the case of a court order or subpoena and to the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party and shall if reasonably practicable, cooperate with the Disclosing Party, at the Disclosing Party\u2019s expense, so that the Disclosing Party take appropriate remedies or other appropriate protection.\n5. Ownership; No License. All materials and Confidential Information shall remain the exclusive property of the Disclosing Party. Except as expressly provided herein or under a separate written agreement between the parties that references this Agreement, either party shall not be obligated to grant, convey or transfer to the other any interest, license or other right, or under its Confidential Information or any patent, copyright, trade secret, trademark or other intellectual property right.\n6. Return of Confidential Information. Upon the earlier of (i) the completion or (ii) the Disclosing Party\u2019s written request, the Receiving Party shall promptly return or destroy all Confidential Information disclosed or made available by the Disclosing Party, in any form and including, all Notes, save to the extent that regulation, applicable rule, law or record retention policy requires retention of such material. Upon request, the Receiving Party shall certify in writing that it has returned or destroyed all Confidential Information in accordance with this paragraph 6, disclosed or made available by the Disclosing Party.\n7. No Warranty; Obligations. No representations, warranties or other assurances are given by the either party with respect to the completeness or accuracy of any information or materials provided to the other party. Except for the obligations of the parties specifically set forth in this Agreement,\n8. Duration. The obligations undertaken by each party under this Agreement will be continuing and in particular shall survive termination of any discussions or negotiations between the parties regarding the funding activities following written notice from one party to the other party expressly terminating this Agreement.\n9. Governing Law; Remedies. This Agreement, including, without limitation, the performance and enforceability hereof, shall be governed by and construed in accordance with the laws of England & Wales. Each Receiving Party acknowledges that a violation of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party and that the Disclosing Party may have no adequate remedy at law. Accordingly, each party agrees that the Disclosing Party shall have the right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to seek injunctive relief or similar such orders in any court of competent jurisdiction directing or prohibiting certain acts which may be necessary to protect the Confidential Information and the Disclosing Party. This Clause 9 shall not apply for the mere evaluation of non-patented, non-copyrighted information such as Business Plans, Business Proposals etc that have no quantifiable valuation nor unique intellectual value. This Clause 9 shall apply to valuable contacts introduced by either Party with regards to investors, bankers, financiers and other professionals.\n10. Miscellaneous. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. No provision of this Agreement may be amended, modified or waived except in writing signed by the party sought to be bound. No custom or course of dealing shall cause a modification of this Agreement. The paragraph headings used herein are for convenience of reference only and will not affect the interpretation or construction of this Agreement. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of any rights or remedies available to such party or its right to subsequently enforce such provision or any other provision of this Agreement. Each party is responsible for their own costs and expenses in relation to fulfilling the aim and intention of this agreement and any meetings arising thereof.\n11. Non-Circumvention and Non-Competition\n11.12. No Party to this Agreement may directly or indirectly circumvent, compete with, interfere with, avoid, by-pass or obviate the interests of, or cause, support, or entice any other person(s) to circumvent, compete with, interfere with, avoid, by-pass or obviate the interests of, the other Party to this Agreement by entering into any arrangement with persons or entities introduced to that Party by the other Party in connection with the Opportunity, without first obtaining the written consent of the other Party.\n11.13. Clause 11.1 shall apply to all ventures, projects, and collaborations between the Parties.\n11.14. All parties agree to work in the spirit of cooperation. 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A. INC., company duly incorporated under the Business Corporations Act of New Brunswick and whose head office is located at 613-3 Chemin Truite, Rivi\u00e8re-\u00e0-la-Truite (Trout Stream), Gloucester County, New Brunswick (hereafter \u201cthe Franchisor\u201d);\n- and -\n_______________________, of __________________, Province of N e w B r u n s w i c k ; _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ , o f ____________________, Province of New Brunswick, and ____________________, of _____________________, Province of New Brunswick (hereafter \u201cthe potential Franchisee\u201d);\nCONSIDERING THAT the Franchisor, having invested time, effort, and money, has developed a unique and distinct system which they own and the aim of which is to establish and operate caf\u00e9/bistro-style restaurants with drive-thru service under the name \u201cTazza Caffe\u201d (hereafter \u201cthe Franchise\u201d);\nCONSIDERING THAT the potential Franchisee is initiating discussions with the Franchisor regarding the possibility of reaching a Franchise Agreement;\nCONSIDERING THAT, during these discussions, the potential Franchisee may acquire information considered confidential, non-public, or exclusive in nature;\nCONSIDERING THAT the potential Franchisee recognizes that the Franchisor is asking them to refrain from discussing the Franchise project and from disclosing any information (be it by written, oral, or electronic channels) to a third party (as described below), even if the information is known to the general public, since discussions between the potential Franchisee and a third party could jeopardize or be detrimental to the Franchisor\u2019s interests;\nCONSIDERING THAT the potential Franchisee has received information\u2014financial, operational, and other\u2014concerning the Franchisor, including confidential, non-public information. This information has been requested by the potential Franchisee so that they may evaluate a potential transaction with the Franchisor. It is recognized that, in the event that the potential Agreement is reached, it is in the Franchisor\u2019s best interest to make the confidential information available to the potential Franchisee so that the latter may evaluate any transaction.\nAS A RESULT, THE PRESENT AGREEMENT ATTESTS THAT, in light of the above and considering the Agreements and obligations described below, as well as considering the payment of a nominal fee of 1 dollar ($ 1.00) by the Franchisor to the potential Franchisee (the reception and validity of which are recognized by the present Agreement), the involved parties mutually agree to the following:\n1. Definitions:\nIn this document, the following terms will have the following definitions:\n(a) \u201cThird person\u201d includes, but is not limited to, any person, company, association, organization, union, corporation, and any other entity or individual;\n(b) \u201cConfidential information\u201d refers to and encompasses any information acquired or received by the potential Franchisee from or concerning the Franchisor, including, without limiting the generality of the foregoing:\ni. any information concerning the Franchise, even if this information is known or available to the general public;\nii. any information or data concerning the Franchise and the Franchisor;\niii. any financial information concerning the Franchise and the Franchisor;\niv. the present confidentiality Agreement.\n2. Non-disclosure:\nThe potential Franchisee recognizes that any confidential information could be used to the detriment of the Franchisor and the Franchise, and that the Franchisee disclosing any confidential information could cause irreparable damage to the Franchisor and the Franchise. The potential Franchisee hereby agrees to respect unconditionally the confidential nature of all confidential information and to never disclose or communicate any confidential information to a third party, be it directly or indirectly, or knowingly use this information for any purpose whatsoever, except with the Franchisor\u2019s written consent. Furthermore, the potential Franchisee agrees to not discuss or communicate any aspect whatsoever of the confidential information, be it directly or indirectly, to any agent, director, employee, or any other representative EXCEPT if these individuals (i) have been informed of the confidential nature of the information and (ii) have duly completed and signed the certificate presented in Annex \u201cA\u201d. The potential Franchisee will be held accountable for any violation of this Agreement committed by their directors, agents, employees, representatives, and other professional representatives.\n3. Necessary measures:\nThe potential Franchisee agrees to take the necessary measures to ensure that the provisions of the present Agreement are respected to the same or greater degree that they would reasonably expect the confidentiality of their own information of the same nature to be respected.\n4. Return of confidential information:\nAll documents, letters, reports, protocols, notes, journals, drawings, plans, maps, sketches, spreadsheets, data, and any other written material, correspondence, archive, or e-mail (including any electronic material) containing confidential information, as well as any copies of these materials, must be returned by the potential Franchisee upon written request to do so from the Franchisor or at any time at the Franchisor\u2019s discretion. Any copies of the materials that may have been made must be destroyed (subject to applicable laws and in consideration of requirements for internal auditing, in which case the provisions of the present Agreement will continue to be applied to the confidential information which remains to be processed) in compliance with the procedure determined by the Franchisor concerning the destruction of similar confidential material.\n5. Claim for injunction:\nThe potential Franchisee agrees that, in the event of a real or possible violation of any provision of the present Agreement by the Franchisee, the Franchisor has the right to seek an injunction in order to stop or prevent any violation of the present Agreement by the potential Franchisee, as well as the right to pursue without restriction any duty, right, or recourse legally available to the Franchisor.\n6. Severability:\nIf any condition, term, or provision of the present Agreement is deemed void, invalid, or unenforceable, in whole or in part, that condition, term, or provision will be considered dissociated from the conditions, terms, provisions, and valid sections of the present Agreement. The severability of this condition, term, or provision will in no way impact the validity of any other condition, term, or provision of the present Agreement, which will remain in full force and effect.\n7. License of rights:\nAll parties agree that the present Agreement is in no way transferable or assignable by the potential Franchisee, except with the Franchisor\u2019s written consent.\n8. Applicable law:\nThe present Agreement shall remain subject to the laws of the province of New Brunswick, the courts of the province of New Brunswick having sole jurisdiction in respect of any action or proceeding arising out of the present Agreement.\n9. Application:\nThis Agreement shall ensure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.\nIN WITNESS WHEREOF the parties hereto have duly signed and executed this Agreement on the first date indicated above.\nINVESTISSEMENTS P. A. INC.\nBy: _________________________________\nRonald Losier, President\nSIGNED, COUNTERSIGNED, AND DELIVERED )\n in the presence of: )\n) And:\n)\n)\n)\n______________________________ ) _________________________________\n) ,\n)\n)\n______________________________ ) _________________________________\n) ,\n)\n)\n) _________________________________\n)\nAnnex \u201cA\u201d\n I, undersigned, _______________________, employee or associate of the Franchise, in return for a nominal amount of 1 dollar ($ 1.00) which has been paid to me by the Franchisee, hereby recognize and confirm that I am aware of the terms and conditions of the confidentiality Agreement between ___________________, _________________, and __________________, and the Franchisor signed on ________________, 20___, and I hereby agree that I must comply with the terms and conditions presented in said Agreement.\nDated this ______ day of ____________, 20___.\n__________________________\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 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[ - 8420, - 8440 - ], - [ - 8441, - 8467 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 25, - 28, - 40 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15, - 16 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 33, - 34, - 35 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 33, - 34, - 35 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 32 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://tazzacaffe.ca/documents/franchise-documents-en/Tazza-CAFFE-Confidentiality-Agreement.pdf" - }, - { - "id": 355, - "file_name": "Template-NDA.pdf", - "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is dated as of [ , 20 ] by and between Foundation for Cognitive Therapy and Research d/b/a Beck Institute for Cognitive Behavior Therapy, a Pennsylvania nonprofit corporation having a mailing address of 1 Belmont Avenue, Suite 700, Bala Cynwyd, PA 19004 (the \u201cCompany\u201d), and [_______________], a [_______________] [_______________] having a mailing address of [_______________] (together with its subsidiaries and affiliates, collectively, the \u201cProspective Partner\u201d) (with each of the Company and the Prospective Partner being a \u201cParty\u201d and collectively, the \u201cParties).\nWHEREAS, in connection with the consideration and/or negotiation of a possible business relationship, agreement or transaction between the Parties (each, a \u201cPossible Transaction\u201d), each of the Parties (each a \u201cDisclosing Party\u201d) is prepared to make available to the other Party (the \u201cReceiving Party\u201d) certain information concerning non-public, confidential or proprietary information regarding the business, financial condition, operations, assets and liabilities of the Disclosing Party; and\nWHEREAS, as a condition to such information being furnished to the Receiving Party and its directors, managers, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \u201cRepresentatives\u201d), the Receiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or otherwise and irrespective of the form of communication) that has been or, in the future, is furnished to the Receiving Party or to its Representatives by or on behalf of the Disclosing Party in connection with the Possible Transaction (herein collectively referred to as the \u201cConfidential Information\u201d) in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth.\nNOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:\nSection 1. Definition of Confidential Information.\n(a) The term \u201cConfidential Information\u201d also shall be deemed to include (i) any and all information concerning the Disclosing Party which has been or, in the future, is furnished by the Disclosing Party or any of its Representatives to the Receiving Party or any of its Representatives, orally or in writing (whatever the form or storage medium), including, without limitation, information concerning the Disclosing Party\u2019s business, operations, markets, products, services, designs, documentation, technical data or other proprietary information relating to actual, planned or possible products or services, trade secrets, events, processes, inventions (whether or not patentable), computer software and programs (in object or source code form), databases, original works of authorship, confidential knowledge, know-how, ideas, research and development, financial information, results of operations, projections, strategies, marketing information, contracts, employee information, business plans or other subject matter pertaining to the Disclosing Party and/or information regarding actual, planned or possible customers, clients, consultants, contractors, advertisers, licensees, distributors, retailers and other business associates of the Disclosing Party and/or their respective businesses, operations, activities or plans, and (ii) any and all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its Representatives which contain, reflect or are based upon, in whole or in part, the Confidential Information described in clause (i).\n(b) The term \u201cConfidential Information\u201d does not include information which (i) is common knowledge with respect to companies operating in the industry in which the Disclosing Party conducts its business, (ii) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or its Representatives to the public or any third party in violation of this Agreement, (iii) was rightfully within the Receiving Party\u2019s or its Representatives\u2019 possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party (as reasonably demonstrated by written evidence with respect thereto), provided that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (iv) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (v) is independently developed by the Receiving Party or its Representatives without use of or reference to the Confidential Information or (vi) is required or requested to be disclosed by the Receiving Party by a governmental agency or law or other regulatory body as provided in Section 3(b), so long as the Receiving Party complies with the requirements of such section.\nSection 2. Use of Confidential Information. The Receiving Party hereby agrees that the Receiving Party and its Representatives shall (a) use the Confidential Information solely for the purpose of evaluating a Possible Transaction between the Disclosing Party and the Receiving Party, (b) hold the Confidential Information of the Disclosing Party in trust and keep it confidential, (c) use the same means they use to protect their own confidential information, but in any event not less than reasonable means, to prevent the disclosure by them and any of their Representatives of the Confidential Information communicated to them by the Disclosing Party and its Representatives, and (d) not copy or reproduce, or permit to be copied or reproduced, in any way, any part of the Confidential Information of the Disclosing Party except in accordance with and for the purposes set forth in this Agreement. The Receiving Party hereby agrees that the Receiving Party and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, that any of such information may be disclosed by the Receiving Party to its Representatives who have a legitimate need to know such information for the sole purpose of evaluating a Possible Transaction with the Disclosing Party and who agree to keep such information confidential. In any event, the Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives, and each Party agrees, at its sole expense, to take commercially reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information of the Disclosing Party.\nSection 3. Confidentiality.\n(a) Each of the Parties agrees that, without the prior written consent of the other Party, it and its Representatives will not disclose to any other person the fact that the Confidential Information has been made available to it, that discussions or negotiations are taking place concerning a Possible Transaction involving the Parties or any of the terms, conditions or other facts with respect thereto (including the status thereof), provided that the Parties may make such disclosure if required by law or the rules of any securities exchange or market. The term \u201cperson\u201d as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.\n(b) In the event that the Receiving Party or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Receiving Party shall use reasonable efforts to provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of its Representatives is nonetheless, based on the advice of counsel, required to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Receiving Party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information that such counsel advises the Receiving Party is legally required to disclose, provided that the Receiving Party exercises its reasonable efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Disclosing Party (at the Disclosing Party\u2019s expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal.\nSection 4. Ownership of Confidential Information; No Further Rights. The Confidential Information shall at all times be the applicable Disclosing Party\u2019s sole and exclusive property, notwithstanding disclosure thereof to the Receiving Party pursuant to the terms of this Agreement. Nothing contained in this Agreement shall be construed to (a) grant or confer upon the Receiving Party any right, by license or otherwise, to make, or permit others to make, any use whatsoever of the Confidential Information of the Disclosing Party other than as expressly contemplated by this Agreement or by any other written agreement executed after the date hereof, or (b) constitute a commitment by the Receiving Party to enter into any contractual arrangement beyond that expressly set forth herein.\nSection 5. Return of Confidential Information; Ownership. If either Party to this Agreement decides that it does not wish to proceed with a Possible Transaction with the other Party, such Party shall promptly inform the other Party of that decision. In that case, or at any time upon the request of the Disclosing Party for any reason, the Receiving Party shall promptly deliver to the Disclosing Party all Confidential Information (and all copies thereof) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party and shall continue to maintain the confidentiality of all other Confidential Information prepared by the Receiving Party or its Representatives under the terms of this Agreement. Upon request by the Disclosing Party, the Receiving Party shall confirm in writing that it has returned or destroyed all Confidential Information (or continues to maintain the confidentiality of that Confidential Information prepared by the Receiving Party or its Representatives) and all copies thereof, in its possession. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain copies of Confidential Information stored in standard archival or computer back-up systems or retained pursuant to such Person\u2019s normal document retention practices, for litigation and regulatory purposes or to the extent required by applicable law, provided that all such information retained by the Receiving Party or its Representatives shall continue to be held subject to the terms and conditions of this Agreement. All Confidential Information shall remain at all times the sole and exclusive property of the Disclosing Party and the Receiving Party shall acquire no rights in or to such Confidential Information by reason of its disclosure hereunder.\nSection 6. No Warranties. The Receiving Party understands and acknowledges that neither the Disclosing Party nor any of its Representatives (including, without limitation, any of the Disclosing Party\u2019s directors, managers, officers, partners, members, shareholders, employees and agents) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or to any of its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations or warranties that are made in a final written definitive agreement governing any Possible Transaction contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.\nSection 7. Communications to Disclosing Party; Notification. The Receiving Party agrees not to initiate or maintain contact (except for those contacts made in the ordinary course of business) with any officer, director, manager, partner, member, shareholder, employee or agent of the Disclosing Party regarding its business, operations, prospects or finances, except with the express permission of the Representative(s) of the Disclosing Party identified in Section 10. It is understood that the Representative(s) of the Disclosing Party identified in Section 10 will arrange for appropriate contacts for due diligence purposes. Each Party agrees to give the other Party prompt notice of any violation of this Agreement, including, without limitation, any unauthorized disclosure or use of the other Party\u2019s Confidential Information.\nSection 8. No Agreement. Each of the Parties to this Agreement understands and agrees that no contract or agreement providing for any Possible Transaction involving the Parties shall be deemed to exist between the parties unless and until a final written definitive agreement has been executed and delivered, and each of the Parties to this Agreement hereby waive in advance any claims (including, without limitation, breach of contract) in connection with any Possible Transaction involving such Party unless and until the Parties shall have entered into a final written definitive agreement. Each of the Parties to this Agreement further acknowledges and agrees that the other Party shall have the right to terminate discussions and negotiations with the other party at any time. Neither this section nor any other provision in this Agreement may be waived or amended except by written consent of both of the Parties to this Agreement, which consent shall specifically refer to this section (or such provision) and explicitly make such waiver or amendment.\nSection 9. Waiver. It is understood and agreed that no failure or delay by one Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\nSection 10. Notification. Unless otherwise agreed to by a disclosing Party, in writing, all (i) communications regarding any Possible Transaction, (ii) requests for additional information, (iii) arrangements for facility tours or management meetings and (iv) discussions or questions regarding procedures, shall be submitted (x) in the case of the Company, to Lisa Pote, Executive Director (telephone: 610-664-3020 x223 email: lpote@beckinstitute.org, or to such individual at the address for the Company set forth in the preamble of this Agreement, and (y) in the case of the Prospective Partner, to [_______________], [_______________] (telephone: [_______________], email: [_______________]), or to such individual at the address for the Prospective Partner set forth in the preamble of this Agreement, or to any of their respective designees whom one Party identifies to the other Party.\nSection 11. Remedies. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by a Party or any of its Representatives and that the other Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach (without the need to post any bond in connection therewith). Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party of this Agreement but shall be in addition to all other remedies available at law or equity to such Party. Each Receiving Party shall indemnify and hold the Disclosing Party and its officers, directors, managers, shareholders, partners, members, employees, agents and representatives forever harmless from and against any and all losses actually sustained or incurred by the Disclosing Party relating to, resulting from or otherwise arising from a breach of this Agreement by the Receiving Party or the Receiving Party\u2019s Representatives.\nSection 12. Miscellaneous. This Agreement does not confer any rights or remedies upon any person or entity other than the Parties. This Agreement is for the benefit of each of the Parties to this Agreement and its directors, officers, stockholders, partners, members, owners, affiliates and agents and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Each of the Parties to this Agreement also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and of the United States of America located therein for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against either Party in any such court. This Agreement shall be binding on each Party and its successors and assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party. Only a written instrument executed by the Parties may modify this Agreement. All of the provisions of this Agreement are intended to be distinct and severable. If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability, and such invalidity or unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or unenforceable, or the remaining provisions hereof, nor render invalid or unenforceable such provision in any other jurisdiction. If a Provider brings any legal action against a Recipient to enforce this Agreement, and the Provider is the prevailing party in such action, then the Provider will be entitled to recover from the Recipient its reasonable costs and attorneys\u2019 fees, including those incurred on any appeal.\nSection 13. Survival; Entire Agreement. The obligations of confidentiality set forth herein shall survive for a period of three (3) years from the date of disclosure. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes any prior agreement between the parties concerning the subject matter herein.\n[Remainder of Page Intentionally Left Blank; Signature Page Follows]\nIN WITNESS WHEREOF, the undersigned have executed this Mutual Confidentiality and Non-Disclosure Agreement as of the date first written above.\nCOMPANY:\nFOUNDATION FOR COGNITIVE THERAPY\nAND RESEARCH (d/b/a Beck Institute for Cognitive Behavior Therapy)\nBy: ______________________________\nName:\nTitle:\nPROSPECTIVE PARTNER:\n[_______________]\nBy: ______________________________\nName:\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 442 - ], - [ - 442, - 697 - ], - [ - 698, - 1191 - ], - [ - 1192, - 2065 - ], - [ - 2066, - 2301 - ], - [ - 2302, - 2352 - ], - [ - 2353, - 2425 - ], - [ - 2425, - 3687 - ], - [ - 3687, - 3946 - ], - [ - 3946, - 3950 - ], - [ - 3951, - 4026 - ], - [ - 4026, - 4155 - ], - [ - 4155, - 4356 - 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"choice": "Entailment", - "spans": [ - 52 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 4, - 25, - 47 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 20, - 24 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 12, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 4, - 25, - 47 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20, - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://beckinstitute.org/wp-content/uploads/2019/01/Template-NDA.pdf" - }, - { - "id": 356, - "file_name": "Third-Party Non-Disclosure Agreement.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis agreement, made as of the last date set forth on the last page hereof (the \u201cEffective Date\u201d), by and between Ball State University (hereafter \u201cBall State University\u201d) and (hereafter \u201cVendor\u201d), and sets forth the terms and conditions of the disclosure and receipt of certain confidential information between the parties. The party disclosing Confidential Information, as herein defined, shall be referred to as the \u201cDiscloser\u201d and the party receiving such \u201cConfidential Information\u201d shall be referred to as the \u201cRecipient.\u201d The term \u201cConfidential Information\u201d shall refer to the confidential information disclosed by any party to this Agreement.\nThe parties signing this document agree as follows:\na. Confidential Information may include information that is disclosed to Recipient by Discloser in any manner, whether orally, visually or in tangible form (including without limitation, documents, devices and computer readable media) and all copies thereof.\nb. Tangible materials that disclose or embody Confidential Information shall be marked by Discloser as \u201cconfidential,\u201d \u201cproprietary\u201d or the substantial equivalent thereof. Confidential Information disclosed orally or visually shall be identified by Discloser as confidential at the time of disclosure and promptly thereafter identified as confidential in a written document provided to Recipient.\nc. Except as expressly permitted herein, for a period of three years from the effective date (Non-Disclosure Period), Recipient shall maintain in confidence and not disclose Confidential Information. Upon termination of this Agreement, Recipient\u2019s right to use Confidential Information, shall immediately terminate.\nd. Upon termination, or upon demand by Discloser at any time, or upon expiration of this Agreement, Recipient shall return promptly to Discloser or destroy, at Discloser\u2019s option, all tangible materials that disclose or embody Confidential Information; provided, however, that Recipient may retain one copy of Discloser\u2019s Confidential Information for archival purposes only.\ne. Recipient shall have the right to use Confidential Information solely for the purpose(s) specified within this agreement [\u201cPermitted Purpose(s)\u201d].\nf. Recipient shall disclose Confidential Information only to those of its employees who have a need to know such information for the Permitted Purpose(s).\ng. Confidential Information shall not include any information that recipient can demonstrate:\n1. was in Recipient\u2019s possession without confidentiality restriction prior to disclosure by Discloser hereunder;\n2. was generally known in the trade or business practiced by Discloser at the time of disclosure through no act of Recipient;\n3. has come into the possession of Recipient without confidentiality restrictions from a third party and such third party is under no obligation to Discloser to maintain the confidentiality of such information; or\n4. was developed by Recipient independently of and without reference to Confidential Information.\n5. If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement.\nh. Recipient agrees not to reproduce or copy by any means Confidential Information, except as reasonably required to accomplish the Permitted Purpose(s). The Confidential Information shall not be disclosed or revealed to anyone except employees of Recipient who have a need to know the information for evaluation in connection with the described Permitted Purpose(s) and who are aware of their obligations under this Agreement to maintain the Confidential Information as confidential.\ni. Recipient agrees to accept the Confidential Information and to employ all reasonable efforts to maintain the Confidential Information as confidential, such efforts to be no less than the degree of care employed by Recipient to preserve and safeguard its own confidential information; provided however, that such efforts shall not be less than a reasonable degree of care.\nj. Recipient shall not remove any proprietary rights legend from, and shall upon Discloser\u2019s reasonable request, add proprietary rights legends to, materials disclosing or embodying Confidential Information.\nk. Vendor acknowledges and agrees that Ball State University is a state agency subject to the provisions of the Indiana Open Records law, I.C. 5-14-et seq., and that disclosure of some or all of confidential information provided pursuant to this Agreement, and of the Agreement itself, may be compelled pursuant to that law. In the event that Recipient is required by the Indiana Open Records Act, or any other law, to disclose Discloser\u2019s Confidential Information, Recipient shall promptly notify Discloser, consult with Discloser regarding whether there are legitimate grounds to narrow or contest such disclosure, and only disclose that information that the University, in the opinion of legal counsel, is legally obligated to disclose.\nl. Discloser understands that Recipient develops and acquires technology for its own products and/or internal applications, and that existing or planned technology independently developed or acquired by Recipient may contain ideas and concepts similar or identical to those contained in Discloser\u2019s Confidential Information. Discloser agrees that entering this Agreement shall not preclude Recipient from developing or acquiring technology similar to Discloser\u2019s without obligations to Discloser, provided Recipient does not use the Confidential Information to develop such technology.\nm. Ball State University\u2019s Confidential Information will not be introduced in any future products marketed by the other party to this Agreement.\nn. Neither party has any obligation under or by virtue of this Agreement to purchase from or furnish to the other party any products or services, or to enter into any other agreement, including but not limited to, a development, consulting, purchasing or technology licensing agreement.\no. Other than as expressly specified herein, Discloser grants no license to Recipient under any copyrights, patents, trademarks, trade secrets or other proprietary rights to use or reproduce Confidential Information. Neither party shall use or cause to be published in any kind of media or communication the name, logo or other identifying information of any of the parties to this Agreement without the prior expressed written consent of the other party.\np. Notwithstanding any other provisions of this Agreement, Recipient agrees not to export, directly or indirectly, any United States (U.S.) source technical data acquired from Discloser or any products utilizing such data to any countries outside the U.S. if such export would be in violation of the United States Export Control Laws or Regulations then in effect.\nq. The interpretation, application, and enforcement of this Agreement shall be governed by the laws of the State of Indiana without reference to choice of law principles. Any claim, suit, or cause of action involving the interpretation, application, or enforcement of this Agreement shall be commenced in Delaware County Circuit Court in Muncie, Indiana.\nr. This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitment and understandings pertaining to the subject matter hereof. Any modifications of or changes to this Agreement shall be in writing and signed by both parties.\ns. Unless earlier terminated in accordance with the provisions hereof, this Agreement shall remain in full force and effect for the duration of the Non-Disclosure Period, whereupon it shall expire. Either party may terminate this Agreement at any time, without cause, effective immediately upon written notice of termination; however, in the event this Agreement is terminated prior to expiration of the Non-Disclosure Period, its provisions shall survive and remain in effect for the remainder of the Non-Disclosure Period, with respect to Confidential Information disclosed prior to the effective date of termination.\nPERMITTED PURPOSES\nThe Permitted Purpose with respect to Confidential Information disclosed to Ball State University shall be a presentation/discussion on:\nThe Permitted Purpose with respect to Confidential Information disclosed to Vendor shall be:\nCONFIDENTIAL INFORMATION\nBall State University identifies the following as its Confidential Information to be disclosed hereunder:\nVendor identifies the following as its Confidential Information to be disclosed hereunder:\nVendor Ball State University\nBy: By:\nTitle: Title:\nFirm: Dept:\nDate: Date:\nSignature: Signature:\n", - 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}, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 12, - 20 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16, - 25, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12, - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://cms.bsu.edu/-/media/WWW/DepartmentalContent/SecurityServices/Policies%20and%20Procedures%202012/Third-Party%20Non-Disclosure%20Agreement.pdf" - }, - { - "id": 358, - "file_name": "US-Non-Disclosure-Agreement.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is entered into as of this ______ day of ________________ 20____ (\u201cEffective Date\u201d), by and between Snap Surveys NH, Inc. of 210 Commerce Way, Suite 200, Portsmouth, New Hampshire 03801 and ____________________________________ with offices located at _______________________________________________________________ (each a \u201cParty\u201d, and collectively the \u201cParties\u201d).\nThe Parties wish to explore a business opportunity of mutual interest (the \u201cProposed Transaction\u201d) which includes the exchange of certain information and materials.\nIn consideration of the disclosure of such information and materials by the Parties, each Party agrees as follows:\n\u201cConfidential Information\u201d means technical and non-technical information, data, software, records, customer information, financial information, practices, processes, methods, techniques, trade secrets, products, and/or research and any other item that (a) is of a confidential nature, (b) would reasonably be considered as confidential, (c) is clearly and conspicuously marked as confidential or (d) is identified orally by the disclosing Party as confidential, and which in each case is disclosed by the Disclosing Party to the Receiving Party in relation to the Purpose.\n\u201cDisclosing Party\u201d the Party disclosing Confidential Information to the other Party.\n\u201cPurpose\u201d means the use of Confidential Information for the purpose of the Parties considering whether they should enter into the Proposed Transaction.\n\u201cReceiving Party\u201d the Party receiving Confidential Information from the other Party.\n1. Each Party agrees not to use the Confidential Information in any fashion, form, or manner for any purpose other than the Purpose.\n2. Each Party may reveal the Confidential Information only to its employees, agents, consultants and contractors who have a need to know such information for the purpose of this Agreement and who have been duly informed of the confidential nature of the Confidential Information. Each Party agrees to take reasonable steps to prevent disclosure of the Confidential Information to any other person or entity.\n3. Each Party will protect the confidentiality of the Confidential Information by using the same degree of care (but not less than a reasonable degree of care) that it uses to protect the confidentiality of its own proprietary and confidential information.\n4. Confidential Information disclosed hereunder shall at all times remain the property of the Disclosing Party and no Party acquires any intellectual property rights under this Agreement (including but not limited to patent, copyright and trademark rights). Furthermore, no license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.\n5. Confidential Information of either Party may not be copied or reproduced by the other Party without the Disclosing Party\u2019s prior written consent.\n6. Upon receipt of written notice requesting return of the Confidential Information, the Receiving Party will promptly deliver to the Disclosing Party (or, at the Disclosing Party\u2019s option, destroy) all Confidential Information furnished by the Disclosing Party to the Receiving Party, together with copies thereof. At the request of the Disclosing Party, any such destruction shall be confirmed in writing by Receiving Party.\n7. The confidentiality obligations of this Agreement shall not apply to information which (a) has entered the public domain except where such entry is the result of a Party\u2019s breach of this Agreement or another agreement(s), (b) prior to disclosure hereunder was already rightfully in the Receiving Party\u2019s possession under no obligation of confidentiality, (c) subsequent to disclosure hereunder is obtained by the Receiving Party on a non-confidential basis from a third party who has the right to disclose such information to the Receiving Party, or (d) is at any time developed by the Receiving Party independently without use of, or reference to, the Confidential Information of the other Party. The obligations of this Agreement will not restrict disclosure by either Party pursuant to applicable law, or by order of any court or government agency; provided that, prior to such disclosure the applicable Party shall (i) give notice to the other Party as promptly as possible, (ii) cooperate with the other Party in resisting such disclosure, and (iii) only provide such information as is required by such governmental agency or by a ruling of a court of proper jurisdiction.\n8. This Agreement shall continue for a period of one year from the date of this Agreement, or until the Parties enter into a formal agreement for the provision of software and/or services by Snap Surveys NH, Inc., whichever occurs sooner. Notwithstanding the foregoing, this Agreement shall survive with respect to all Confidential Information that is disclosed before the termination.\n9. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors and assigns.\n10. The Parties acknowledge and agree that irreparable harm may occur if any of the Confidential Information were to be disclosed to third parties or if any use were to be made of the Confidential Information other than that specified in this Agreement, and the Parties further agree that each shall have the right to seek and obtain injunctive relief upon any violation or threatened violation of the terms of this Agreement, in addition to all other rights and remedies available at law or in equity.\n11. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one document. Both Parties agree herein that signatures submitted by facsimile, or a scanned and emailed PDF copy, shall have the same binding effect as if they were original signatures.\n12. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior oral or written agreements, and all contemporaneous oral communications. All additions or modifications to this Agreement must be made in writing and must be signed by the Parties. Any failure to enforce a provision of this Agreement shall not constitute a waiver thereof or of any other provision.\n13. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Hampshire.\n(Signature page follows)\nAccepted and Agreed:\nSnap Surveys NH, Organization:________________________________\nInc.\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 129 - ], - [ - 129, - 278 - ], - [ - 278, - 315 - ], - [ - 315, - 339 - ], - [ - 339, - 403 - ], - [ - 403, - 452 - ], - [ - 453, - 617 - ], - [ - 618, - 732 - ], - [ - 733, - 985 - ], - [ - 985, - 1018 - ], - [ - 1018, - 1070 - ], - [ - 1070, - 1129 - ], - [ - 1129, - 1305 - ], - [ - 1306, - 1390 - ], - [ - 1391, - 1542 - ], - [ - 1543, - 1627 - ], - [ - 1628, - 1760 - ], - [ - 1761, - 2041 - ], - [ - 2041, - 2168 - ], - [ - 2169, - 2425 - ], - [ - 2426, - 2684 - ], - [ - 2684, - 2846 - ], - [ - 2847, - 2995 - ], - [ - 2996, - 3312 - ], - [ - 3312, - 3422 - ], - [ - 3423, - 3513 - ], - [ - 3513, - 3648 - ], - [ - 3648, - 3781 - ], - [ - 3781, - 3976 - ], - [ - 3976, - 4124 - ], - [ - 4124, - 4345 - ], - [ - 4345, - 4405 - ], - [ - 4405, - 4475 - ], - [ - 4475, - 4603 - ], - [ - 4604, - 4843 - ], - [ - 4843, - 4989 - ], - [ - 4990, - 5139 - ], - [ - 5140, - 5642 - ], - [ - 5643, - 5795 - ], - [ - 5795, - 5967 - ], - [ - 5968, - 6181 - ], - [ - 6181, - 6289 - ], - [ - 6289, - 6406 - ], - [ - 6407, - 6529 - ], - [ - 6530, - 6554 - ], - [ - 6555, - 6575 - ], - [ - 6576, - 6638 - ], - [ - 6639, - 6643 - ], - [ - 6644, - 6651 - ], - [ - 6652, - 6663 - ], - [ - 6664, - 6677 - ], - [ - 6678, - 6689 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 9, - 10, - 11, - 12, - 13 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 26, - 30 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 24 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9, - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 31, - 32 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 26, - 29 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.snapsurveys.com/wp-content/uploads/2018/02/US-Non-Disclosure-Agreement.pdf" - }, - { - "id": 359, - "file_name": "US_Non-Disclosure_Agreement_v2_2015.pdf", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (this \u201cAgreement\u201d) is entered into as of this ___ day of _____, 2015 (\u201cEffective Date\u201d), by and between Snap Surveys, NH Inc. 210 Commerce Way, Suite 200 Portsmouth, New Hampshire 03801 and _________________________with offices located at __________________________ (each a \u201cParty\u201d, and collectively the \u201cParties\u201d).\nThe Parties wish to explore a business opportunity of mutual interest (the \u201cProposed Transaction\u201d) which includes the exchange of certain financial information and confidential customer information. In connection with this Proposed Transaction and as a condition to discussions between the Parties relating to the Proposed Transaction, each Party recognizes the need for the other Party to disclose certain information and materials (the \u201cConfidential Information\u201d) which are to be used only for the purpose of such discussions. A Party disclosing Confidential Information to the other Party shall be identified as the \"Disclosing Party\" in this Agreement, and a Party receiving Proprietary Information shall be identified as the \"Receiving Party\" in this Agreement; and\nIn consideration of the disclosure of such information and materials by the Parties, each Party agrees as follows:\n\u201cConfidential Information\u201d means technical and non-technical information, data, software ,records, customer information, financial information, practices, processes, methods, techniques, trade secrets, products, and/or research and any other item that (a) is of a confidential nature, (b)would reasonably be considered as confidential, (c) is clearly and conspicuously marked as confidential or (d) is identified orally by the disclosing Party as confidential. Confidential Information shall be deemed to include all notes, analyses, loan documents, compilations and other material prepared by a recipient of Confidential Information containing or based in whole or in part on any Confidential Information. Confidential Information does not include information or materials that (i) are or became generally known or available to the public through no fault of Receiving Party; (ii) were already known to Receiving Party without restriction, prior to receipt from Disclosing Party, as evidenced by files in existence at the time of such disclosure; (iii) are lawfully disclosed to Receiving Party by a third party who is not under any obligation, whether contractual, fiduciary, statutory, or otherwise, of confidentiality to Disclosing Party with respect to such Confidential Information; (iv) are at any time developed by Receiving Party independently without use of, or reference to, the Confidential Information of the other Party, or(v) are disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body with proper jurisdiction; provided, however, that Receiving Party uses diligent efforts to limit such disclosure, endeavors to obtain assurance that confidential treatment will be accorded the Confidential Information so disclosed, and notifies Disclosing Party within five (5) days of receipt of such court order or requirement to enable Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.\n1. Each Party agrees not to use the Confidential Information in any fashion, form, or manner for any purpose other than the purpose of this Agreement or as any subsequent agreements between the Parties may allow.\n2. Each Party may reveal the Confidential Information only to its employees, agents and consultants who have a need to know such information for the purpose of this Agreement and who have been duly informed of the confidential nature of the Confidential Information. Each Party agrees to take reasonable steps to prevent disclosure of the Confidential Information to any other person or entity.\n3. Each Party will protect the confidentiality of the Confidential Information by using the same degree of care (but not less than a reasonable degree of care) it uses to protect the confidentiality of its own proprietary and confidential information.\n4. Confidential Information disclosed hereunder shall at all times remain the property of the disclosing Party and no Party acquires any intellectual property rights under this Agreement (including but not limited to patent, copyright and trademark rights). Furthermore, no license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.\n5. Confidential Information of either Party may not be copied or reproduced by the other Party without the disclosing Party\u2019s prior written consent.\n6. Upon receipt of written notice requesting return of any Confidential Information, the recipient Party will promptly (a) deliver to the disclosing Party all Confidential Information furnished by the disclosing Party to the recipient Party, together with copies thereof, and (b) destroy materials generated by the recipient Party that include or relate to any part of the Confidential Information (including notes, analyses and compilations) without retaining a copy of any such material. At the request of the disclosing Party, any such destruction shall be confirmed in writing by recipient Party.\n7. The confidentiality obligations of this Agreement shall not apply to information which (a) has entered the public domain except where such entry is the result of a Party\u2019s breach of this Agreement or another agreement(s), (b) prior to disclosure hereunder was already rightfully in the receiving Party\u2019s possession under no obligation of confidentiality, or (c) subsequent to disclosure hereunder is obtained by the receiving Party on a non-confidential basis from a third party who has the right to disclose such information to the receiving Party. The obligations of this Agreement will not restrict disclosure by either Party pursuant to applicable law, or by order of any court or government agency; provided that, prior to such disclosure the applicable Party shall (i) give notice to the other Party as promptly as possible, (ii) cooperate with the other Party in resisting such disclosure, and (iii) only provide such information as is required by such governmental agency or by a ruling of a court of proper jurisdiction.\n8. The term of this Agreement shall continue during the Parties\u2019 business relationship and bind the Parties hereto for a period of three (3) years after the termination of all business relationships between the Parties. Notwithstanding the foregoing, this Agreement shall survive with respect to all Confidential Information that is disclosed before the termination.\n9. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors and assigns.\n10. The Parties acknowledge and agree that irreparable harm may occur if any of the Confidential Information were to be disclosed to third parties or if any use were to be made of the Confidential Information other than that specified in this Agreement, and the Parties further agree that each shall have the right to seek and obtain injunctive relief upon any violation or threatened violation of the terms of this Agreement, in addition to all other rights and remedies available at law or in equity.\n11. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one document. Both Parties agree herein that signatures submitted by facsimile, or a scanned and emailed PDF copy, shall have the same binding effect as if they were original signatures.\n12. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior oral or written agreements, and all contemporaneous oral communications. All additions or modifications to this Agreement must be made in writing and must be signed by the Parties. Any failure to enforce a provision of this Agreement shall not constitute a waiver thereof or of any other provision.\n13. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Hampshire.\nAccepted and Agreed:\nSnap Surveys NH, Inc.: Organization:\nBy: By:\nName: Name:\nTitle: Title:\nDate: Date:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 259 - ], - [ - 259, - 308 - ], - [ - 308, - 335 - ], - [ - 335, - 384 - ], - [ - 385, - 584 - ], - [ - 584, - 914 - ], - [ - 914, - 1155 - ], - [ - 1156, - 1270 - ], - [ - 1271, - 1523 - ], - [ - 1523, - 1556 - ], - [ - 1556, - 1607 - ], - [ - 1607, - 1666 - ], - [ - 1666, - 1732 - ], - [ - 1732, - 1978 - ], - [ - 1978, - 2050 - ], - [ - 2050, - 2148 - ], - [ - 2148, - 2319 - ], - [ - 2319, - 2560 - ], - [ - 2560, - 3257 - ], - [ - 3258, - 3470 - ], - [ - 3471, - 3738 - ], - [ - 3738, - 3865 - ], - [ - 3866, - 4117 - ], - [ - 4118, - 4376 - ], - [ - 4376, - 4538 - ], - [ - 4539, - 4687 - ], - [ - 4688, - 4807 - ], - [ - 4807, - 4964 - ], - [ - 4964, - 5178 - ], - [ - 5178, - 5288 - ], - [ - 5289, - 5379 - ], - [ - 5379, - 5514 - ], - [ - 5514, - 5650 - ], - [ - 5650, - 5842 - ], - [ - 5842, - 6063 - ], - [ - 6063, - 6123 - ], - [ - 6123, - 6193 - ], - [ - 6193, - 6321 - ], - [ - 6322, - 6542 - ], - [ - 6542, - 6688 - ], - [ - 6689, - 6838 - ], - [ - 6839, - 7341 - ], - [ - 7342, - 7494 - ], - [ - 7494, - 7666 - ], - [ - 7667, - 7880 - ], - [ - 7880, - 7988 - ], - [ - 7988, - 8105 - ], - [ - 8106, - 8228 - ], - [ - 8229, - 8249 - ], - [ - 8250, - 8286 - ], - [ - 8287, - 8294 - ], - [ - 8295, - 8306 - ], - [ - 8307, - 8320 - ], - [ - 8321, - 8332 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9, - 14 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 9, - 10, - 11, - 12, - 13 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 39, - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 27, - 28, - 29 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9, - 13 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 26 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 15, - 19, - 35, - 36 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 18, - 31, - 34 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.snapsurveys.com/wp-content/uploads/2015/03/US_Non-Disclosure_Agreement_v2_2015.pdf" - }, - { - "id": 360, - "file_name": "UT_Universal_NDA_2014_OIE.pdf", - "text": "Exhibit A\nTERMS AND CONDITIONS FOR NON-DISCLOSURE AGREEMENT\nThese Terms and Conditions (\u201cTerms and Conditions\u201d) are attached to and incorporated into a Non-Disclosure Agreement (\u201cNDA\u201d). All Section number references in these Terms and Conditions shall be references to provisions in these Terms and Conditions unless explicitly stated otherwise.\nBackground\nDisclosing Party or Disclosing Parties identified in the NDA own rights in such Party\u2019s Confidential Information. Each Disclosing Party considers it desirable to make Party\u2019s Confidential Information available to Receiving Party or Parties for pursuing the Purpose identified in the NDA, subject to the terms and conditions hereof.\n1. Definitions.\n\u201cAgreement\u201d means collectively (i) these Terms and Conditions, and (ii) the NDA.\n\u201cAgreement Term\u201d means the period identified as such in Section 3 of the NDA.\n \u201cConfidential Information\u201d means any non-public information of a Disclosing Party described in Section 4 of the NDA which is maintained as confidential, including as examples, biological materials, computer source codes, diagrams, electronic files, invention disclosures, patent applications, technical and scientific information, research data, draft publications, technical reports, research plans, business plans, financial reports, projections, and so forth, but excluding however any information which Receiving Party can establish by competent written proof (a) was in the public domain as of the Effective Date or comes into the public domain during the term of the Agreement through no fault of Receiving Party; (b) was known to Receiving Party prior to the Effective Date and was not acquired, directly or indirectly, from a Disclosing Party or from a third party under a continuing obligation of confidentiality or limited use; (c) was independently developed by Receiving Party without substantive knowledge of or assistance from the Confidential Information; or (d) was lawfully disclosed to Receiving Party from a third party who did not require Receiving Party to hold it in confidence or limit its use and who did not acquire it, directly or indirectly, from Disclosing Party under a continuing obligation of confidentiality.\n\u201cConfidentiality Term\u201d means the period identified as such in Section 3 of the NDA.\n\u201cContact Person\u201d means the person designated by a Party as responsible for that Party\u2019s receipt and/or delivery of Confidential Information as indicated in Section 2 of the NDA.\n\u201cDisclosing Party\u201d means each Party that is identified as such in Section 4 of the NDA.\n \u201cEffective Date\u201d means the date identified as such in Section 3 of the NDA.\n\u201cParties\u201d means the entities identified as the Parties in Section 1 of the NDA; and \u201cParty\u201d means any one of the Parties.\n\u201cPurpose\u201d means the reason that the Parties wish to enter into the Agreement as set forth in Section 3 of the NDA.\n\u201cReceiving Party\u201d means each Party that receives Confidential Information from a Disclosing Party.\n \u201cUS Export Controlled Information\u201d means information subject to export control by the U.S. government under the laws indicated in Section 10 hereof or otherwise.\n2. Confidential Relationship\nAny disclosure of Confidential Information is made in the strictest confidence. Each Receiving Party will make all reasonable efforts to ensure the protection, confidentiality, and security of any Confidential Information of Disclosing Party in its possession, such efforts to be no less than the degree of care employed by Receiving Party to preserve and safeguard its own confidential information, but in no event less than a reasonable degree of care. Confidential Information will be transmitted in writing and clearly marked \u201cConfidential,\u201d \u201cProprietary,\u201d or similarly, or if disclosed orally will be reduced to writing by Disclosing Party, clearly marked \u201cConfidential,\u201d \u201cProprietary,\u201d or similarly, and transmitted to the Contact Person of Receiving Party within thirty (30) days after oral disclosure.\n3. Non-Disclosure\nReceiving Party will not disclose the Confidential Information of the Disclosing Party, except as is expressly authorized by the Agreement. Each Receiving Party may disclose the Confidential Information of Disclosing Party to its own employees assisting in making an evaluation of the Confidential Information; provided, however, that such employees are advised of the confidentiality and non-use obligations hereunder and are legally obligated by written agreement or otherwise to maintain the confidentiality and non-use of the Confidential Information. In no event will a Receiving Party disclose Confidential Information to third parties unless it obtains the prior written consent of Disclosing Party; provided, that prior to any such disclosure, Receiving Party shall first obtain a written non-disclosure agreement from such third party containing terms and conditions substantially similar to those set forth herein. If requested, a copy of such executed agreement will be provided to Disclosing Party. In addition, if there are three or more parties to the Agreement, then Confidential Information may be shared among multiple Receiving Parties, unless Disclosing Party provides a written notice restricting such sharing of information.\nIf a Receiving Party is legally required by court order, law, or other governmental regulation or authority to disclose certain Confidential Information received from a Disclosing Party, such disclosure may be made only after giving written notice to Disclosing Party of such legal requirement so that Disclosing Party may object to such disclosure and seek a protective order; and in any event, the disclosure shall be limited to only that portion of the Confidential Information which is legally required to be disclosed.\n4. Non-Use\nReceiving Party will not use any Confidential Information of Disclosing Party for any reason other than the Purpose without the prior written consent of Disclosing Party.\n5. Copies\nEach Receiving Party agrees not to copy or record any Confidential Information of a Disclosing Party except as reasonably necessary to further the Purpose. Within thirty (30) days after the written request from Disclosing Party or termination of discussions relating to the Purpose, each Receiving Party will deliver all copies or records of Confidential Information in its possession or control to the appropriate Disclosing Party\u2019s Contact Person, or will certify in writing to Disclosing Party that the Confidential Information of such Disclosing Party has been destroyed. Notwithstanding the foregoing, each Receiving Party may retain one archival copy of the Confidential Information received from Disclosing Party in a secure location to be used solely to determine its obligations under the Agreement.\n6. Continuing Obligations\nEach Receiving Party\u2019s obligations under the Agreement will survive termination of the Agreement and will continue until the end of the Confidentiality Term.\n7. No License or Warranty\nNo license under or title to any invention, patent, trademark, trade name or other intellectual property or other rights or interests in the Confidential Information now or hereafter owned by or controlled by any Party is granted either expressly, by implication, estoppel or otherwise by the Agreement. No Party will use the name of another Party without prior written consent from such other Party. All Confidential Information is provided \u201cAS IS\u201d and without warranty, express or implied, of any kind.\n8. Term\nDisclosures of Confidential Information pursuant to the Agreement are to be made only during the Agreement Term as defined in Section 3 of the NDA; provided, however, the obligations of the Agreement will survive until the end of the Confidentiality Term.\n9. Injunction\nThe Parties agree that, in the event of breach or threatened breach or intended breach of the Agreement, each Party, in addition to any other rights and remedies available to it at law or in equity, may seek injunctive or equitable relief without the necessity of posting bond or proving that it has no adequate remedy at law.\n10. Compliance with Laws; U.S. Export Compliance\nThe Parties acknowledge that performance of the Agreement is subject to compliance with applicable United States laws, regulations, or orders including those that may relate to the export of technical data and equipment, such as International Traffic in Arms Regulations (\u201cITAR\u201d) and/or Export Administration Act/Regulations (\u201cEAR\u201d), as may be amended, and agree to comply with all such laws, regulations or orders. No Party will export, directly or indirectly, any Confidential Information without first obtaining any required export license or government approval and, in the case of Confidential Information disclosed by University, without first obtaining permission from University\u2019s Office of Sponsored Projects. In the event any Confidential Information is export-controlled, the Disclosing Party shall provide Receiving Party with written notice containing the nature of the export-controlled information, prior to any exchange of export-controlled Confidential Information.\n11. Contacts\nNotices under the Agreement will be given to a Party\u2019s person set forth in Section 1 of the NDA either by prepaid, first class, certified mail, return receipt requested or by internationally recognized overnight courier to the addresses set forth in Section 1 of the NDA or other addresses as may be given from time to time under the terms of this Section 11. Notice will be deemed given once the written notice is delivered at the designated address. Delivery via e-mail will not constitute notice.\nConfidential Information shall be delivered to the Contact Person for such Receiving Party indicated in Section 2 of the NDA or other persons specified from time to time by Receiving Party as its Contact Person by notice given in accordance with this Section 11.\n12. Other Provisions\nThe Agreement will be governed by the laws of the State of Texas, without regard to choice of law principles. No amendment to the Agreement will be effective unless in writing and signed by the Parties. Neither the Agreement nor the rights and obligations of the Parties hereunder may be sold, assigned or otherwise transferred. If any provision of the Agreement is held to be unenforceable, all other provisions will continue in full force and effect. The Agreement supersedes any and all prior understandings or previous agreements between the Parties, oral or written, relating to the subject matter herein and constitutes the sole and complete agreement between the Parties related to the subject matter hereof. Any delay by a Party to enforce any right under the Agreement shall not act as a waiver of that right, nor as a waiver of the Party\u2019s ability to later assert that right relative to any particular factual situation. The Parties acknowledge that nothing in the Agreement shall constitute a waiver of sovereign immunity by Parties that are state agencies.\n [End of Terms and Conditions]\n", - "spans": [ - [ - 0, - 9 - ], - [ - 10, - 59 - ], - [ - 60, - 186 - ], - [ - 186, - 345 - ], - [ - 346, - 356 - ], - [ - 357, - 471 - ], - [ - 471, - 487 - ], - [ - 487, - 688 - ], - [ - 689, - 704 - ], - [ - 705, - 736 - ], - [ - 736, - 772 - ], - [ - 772, - 785 - ], - [ - 786, - 863 - ], - [ - 864, - 865 - ], - [ - 865, - 1429 - ], - [ - 1429, - 1585 - ], - [ - 1585, - 1803 - ], - [ - 1803, - 1939 - ], - [ - 1939, - 2205 - ], - [ - 2206, - 2289 - ], - [ - 2290, - 2467 - ], - [ - 2468, - 2555 - ], - [ - 2556, - 2557 - ], - [ - 2557, - 2632 - ], - [ - 2633, - 2754 - ], - [ - 2755, - 2869 - ], - [ - 2870, - 2968 - ], - [ - 2969, - 2970 - ], - [ - 2970, - 3131 - ], - [ - 3132, - 3160 - ], - [ - 3161, - 3241 - ], - [ - 3241, - 3616 - ], - [ - 3616, - 3970 - ], - [ - 3971, - 3988 - ], - [ - 3989, - 4129 - ], - [ - 4129, - 4545 - ], - [ - 4545, - 4914 - ], - [ - 4914, - 5000 - ], - [ - 5000, - 5234 - ], - [ - 5235, - 5758 - ], - [ - 5759, - 5769 - ], - [ - 5770, - 5940 - ], - [ - 5941, - 5950 - ], - [ - 5951, - 6107 - ], - [ - 6107, - 6527 - ], - [ - 6527, - 6759 - ], - [ - 6760, - 6785 - ], - [ - 6786, - 6943 - ], - [ - 6944, - 6969 - ], - [ - 6970, - 7274 - ], - [ - 7274, - 7371 - ], - [ - 7371, - 7474 - ], - [ - 7475, - 7482 - ], - [ - 7483, - 7738 - ], - [ - 7739, - 7752 - ], - [ - 7753, - 8079 - ], - [ - 8080, - 8128 - ], - [ - 8129, - 8545 - ], - [ - 8545, - 8848 - ], - [ - 8848, - 9111 - ], - [ - 9112, - 9124 - ], - [ - 9125, - 9485 - ], - [ - 9485, - 9577 - ], - [ - 9577, - 9624 - ], - [ - 9625, - 9887 - ], - [ - 9888, - 9908 - ], - [ - 9909, - 10019 - ], - [ - 10019, - 10112 - ], - [ - 10112, - 10238 - ], - [ - 10238, - 10362 - ], - [ - 10362, - 10625 - ], - [ - 10625, - 10840 - ], - [ - 10840, - 10977 - ], - [ - 10978, - 10979 - ], - [ - 10979, - 11008 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 44 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 49, - 50 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47, - 53 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 17 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 36 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 43 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 41 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://sites.utexas.edu/moriba/files/2017/04/UT_Universal_NDA_2014_OIE.pdf" - }, - { - "id": 362, - "file_name": "WEB-NDA-Mutual-Customer-and-Allazo-Electronics-v2.pdf", - "text": "NON DISCLOSURE AGREEMENT: MUTUAL\nThis Nondisclosure Agreement (\u201cAgreement\u201d) is made and entered into as of ____________________ (\u201cEffective Date\u201d) by and between ______________________________ \u201cCustomer,\u201d having a principal place of business at ______________________________________________, its wholly-owned subsidiaries and affiliates (if any) and Allazo Electronics, Inc. (\u201cSeller\u201d) having a principal place of business at 1302 Exchange Drive, Suite 150, Richardson, TX 75081.\n1. Purpose of Disclosure.\nThe purpose of this Agreement is (i) to permit the parties to evaluate whether to enter into a business relationship and related projects (the \u201cPurpose\u201d) and (ii) in the event such a relationship is commenced, to permit the parties to exchange Confidential Information (as defined below). In connection with the Purpose, either party (the \u201cDisclosing Party\u201d) may disclose Confidential Information (as defined below) to the other party (the \u201cReceiving Party\u201d).\n2. Confidential Information.\nInformation that is to be treated as Confidential under this Agreement shall\nA. (i) be disclosed in tangible form (including electronic form) and marked by the Disclosing Party as \u201cConfidential,\u201d \u201cProprietary\u201d or other appropriate legend indicating the confidential nature of the information or (ii) be disclosed orally or visually and be identified by the Disclosing Party as confidential and then summarized in tangible form, marked in accordance with Section (i) above, and delivered to by the Receiving Party within thirty days after the date of first disclosure.\nB. include (i) samples and prototypes and (ii) information, in any form or medium, regarding pricing, customers and prospective customers, vendors and vendor lists, costed bills of materials, processes (including but not limited to manufacturing processes), know-how, designs (including but not limited to designs of enclosures and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, plant and equipment, or any other business information relating to the Disclosing Party, whether constituting a trade secret, proprietary information or otherwise, which has value to the Disclosing Party and is treated by the Disclosing Party as being confidential.\nC. Whether stated or not, Confidential Information will also include any item, information, document(s) that either party should reasonably expect should remain confidential in their own course of business if that information was their ownership.\n3. Information that is not Confidential.\nInformation in the following categories shall not be considered Confidential Information under this Agreement: (a) information which is in the public domain at the time of the receipt under this Agreement; (b) information which comes into the public domain after receipt under this Agreement without a breach of this Agreement by the Receiving Party; (c) information which the Receiving Party can show was in the Receiving Party\u2019s possession before the date of disclosure under this Agreement; (d) information that the Receiving Party can show was acquired by the Receiving Party from a third party who was not known by the Receiving Party to be under an obligation of confidence to the Disclosing Party; and (e) information which the Receiving Party can show was independently developed by the Receiving Party.\n4. Disclosure Period and Expiration.\nThis Agreement controls Confidential Information which is disclosed from the Effective Date for a period of three (3) years at which time the Agreement will terminate unless extended in writing by both parties. The Receiving Party\u2019s duty of non-disclosure under this Agreement shall extend beyond the term of this Agreement for a period of three (3) years from the date of last disclosure.\n5. Third Party Disclosure.\nBoth parties agree that they are also obligated to maintain Non Disclosure Agreements and protect the confidentiality of shared information beyond the scope of the individual company should it be required to disclose this information to complete the task required. Therefore, both parties agree to have Non Disclosure Agreements in place with any current or future employee, any third party person or company to the magnitude of this agreement or greater prior to any internal or external disclosure.\n6. Duty to Protect/Publicity.\nThe Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of a similar nature. The Receiving Party (i) shall limit access to all Confidential Information to its employees, agents, representatives, consultants and contractors who shall reasonably require access to the Confidential Information for the purpose set forth above and to third party vendors for the purpose of obtaining price quotations, (ii) shall use the Confidential Information solely in connection with the Purpose, and (iii) shall use due diligence to insure that all such persons are aware of, understand their obligations under, and comply with the provisions of this Agreement. Each party agrees not to publicize or disclose the existence or terms of this Agreement to any third party without the prior consent of the other party except as required by law (in which case, the party seeking to disclose the information shall give reasonable notice to the other party of its intent to make such a disclosure). Neither party shall make any press release or similar public statement without the prior consent of the other party.\n7. Court Orders.\nNothing contained in this Agreement shall restrict the Receiving Party from disclosing Confidential Information that is required to be disclosed under any law, subpoena or court order provided that the Receiving Party provides the Disclosing Party with prompt notice so that the Disclosing Party may, at its expense, seek a protective order or take other appropriate measures.\nIn the event a Court Order is issued to either party, the party complying with such order shall send notice to the other unless specifically prohibited to do so by the court order.\n8. No Further Rights or Duties Implied.\nThe Disclosing Party does not warrant that the information it discloses, either by itself or when combined with other information or when used in a particular manner, will be sufficient or suitable for the Receiving Party\u2019s purposes. The Confidential Information is provided \u201cAS IS\u201d with all faults. The Disclosing Party shall not be liable for the accuracy or completeness of the Confidential Information.\nNothing contained herein shall grant a license under any patent or other intellectual property right, nor shall this Agreement or any transmission of information constitute any representation or warranty to the Receiving Party with respect to infringement of any intellectual property right of others.\nThe Disclosing Party has no obligation under this Agreement to purchase or sell any service or item from or to the Receiving Party.\nThe terms of confidentiality under this Agreement shall not be construed to limit either party\u2019s right to independently develop or acquire products without use of the other party\u2019s Confidential Information. The Disclosing Party acknowledges that the Receiving Party may currently, or in the future, be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for its products, concepts, systems or techniques that are similar to, or compete with, the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.\nThe Receiving Party shall not reverse-engineer, de-compile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party.\n9. Ownership/ Return of Confidential Information.\nThe Disclosing Party shall remain the owner of all Confidential Information it discloses. Within ten (10) days after any written request by the Disclosing Party, the Receiving Party shall promptly return all copies of the Confidential Information.\n10. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. The parties agree that the state courts of Collin or Dallas Counties, Texas and the federal courts located in the Eastern District of Texas shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement.\n11. Remedies.\nThe Receiving Party agrees that its obligations hereunder are necessary and reasonable in order to protect the Disclosing Party and the Disclosing Party\u2019s business, and expressly agrees that monetary damages may be inadequate to compensate the Disclosing Party for any breach by either party of any covenants and agreements set forth herein. Accordingly, the Receiving Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party may be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach.\n12. Export Restrictions.\nThe Receiving Party acknowledges its obligations to control access to technical data under the U.S. export laws and regulations and agrees to adhere to such laws and regulations with regard to any technical data received under this Agreement.\n13. Limitation of Liability\nIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n14. Entire Agreement.\nThis document contains the complete and exclusive Agreement between the parties, and it is intended to be final expression of their Agreement. No promise, representation, warranty or covenant not included in this document has been or is relied upon by any party. Each party has relied upon its own examination of the warranties, representations and covenants expressly contained in the Agreement itself. No modification or amendment of this Agreement shall be of any force unless in writing executed by all parties hereto.\n15. Notices.\nWherever one party is required or permitted or required to give written notice to the other under this Agreement, such notice will be given by hand, by certified U.S. mail, return receipt requested, by overnight courier, or by fax and addressed to the President of such party at the address set forth in the preamble. All such notices shall be effective upon receipt. Either party may designate a different notice address from time to time upon giving five (5) days\u2019 prior written notice thereof to the other party.\n16. Assignment.\nNeither this Agreement nor any rights or obligations hereunder shall be transferred or assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld or delayed.\nPARTIES TO THE AGREEMENT:\nCUSTOMER SELLER\nAllazo Electronics, Inc.\nPrinted Name Printed Name\nSignature Signature\nDate Date\n", - "spans": [ - [ - 0, - 32 - ], - [ - 33, - 107 - ], - [ - 107, - 162 - ], - [ - 162, - 193 - ], - [ - 193, - 245 - ], - [ - 245, - 480 - ], - [ - 481, - 506 - ], - [ - 507, - 540 - ], - [ - 540, - 665 - ], - [ - 665, - 796 - ], - [ - 796, - 966 - ], - [ - 967, - 995 - ], - [ - 996, - 1072 - ], - [ - 1073, - 1076 - ], - [ - 1076, - 1291 - ], - [ - 1291, - 1458 - ], - [ - 1458, - 1563 - ], - [ - 1564, - 1575 - ], - [ - 1575, - 1606 - ], - [ - 1606, - 2347 - ], - [ - 2348, - 2594 - ], - [ - 2595, - 2635 - ], - [ - 2636, - 2747 - ], - [ - 2747, - 2842 - ], - [ - 2842, - 2987 - ], - [ - 2987, - 3130 - ], - [ - 3130, - 3345 - ], - [ - 3345, - 3447 - ], - [ - 3448, - 3484 - ], - [ - 3485, - 3696 - ], - [ - 3696, - 3874 - ], - [ - 3875, - 3901 - ], - [ - 3902, - 4167 - ], - [ - 4167, - 4402 - ], - [ - 4403, - 4432 - ], - [ - 4433, - 4773 - ], - [ - 4773, - 4793 - ], - [ - 4793, - 5093 - ], - [ - 5093, - 5180 - ], - [ - 5180, - 5342 - ], - [ - 5342, - 5672 - ], - [ - 5672, - 5788 - ], - [ - 5789, - 5805 - ], - [ - 5806, - 6182 - ], - [ - 6183, - 6363 - ], - [ - 6364, - 6403 - ], - [ - 6404, - 6638 - ], - [ - 6638, - 6704 - ], - [ - 6704, - 6810 - ], - [ - 6811, - 7112 - ], - [ - 7113, - 7244 - ], - [ - 7245, - 7452 - ], - [ - 7452, - 7676 - ], - [ - 7676, - 8151 - ], - [ - 8152, - 8472 - ], - [ - 8473, - 8522 - ], - [ - 8523, - 8613 - ], - [ - 8613, - 8770 - ], - [ - 8771, - 8789 - ], - [ - 8790, - 8942 - ], - [ - 8942, - 9213 - ], - [ - 9214, - 9227 - ], - [ - 9228, - 9570 - ], - [ - 9570, - 9979 - ], - [ - 9980, - 10004 - ], - [ - 10005, - 10247 - ], - [ - 10248, - 10275 - ], - [ - 10276, - 10542 - ], - [ - 10543, - 10564 - ], - [ - 10565, - 10708 - ], - [ - 10708, - 10828 - ], - [ - 10828, - 10969 - ], - [ - 10969, - 11087 - ], - [ - 11088, - 11100 - ], - [ - 11101, - 11419 - ], - [ - 11419, - 11469 - ], - [ - 11469, - 11616 - ], - [ - 11617, - 11632 - ], - [ - 11633, - 11853 - ], - [ - 11854, - 11879 - ], - [ - 11880, - 11895 - ], - [ - 11896, - 11920 - ], - [ - 11921, - 11946 - ], - [ - 11947, - 11966 - ], - [ - 11967, - 11976 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 54 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 49, - 56 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12, - 17, - 18, - 19 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 12, - 20 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 22, - 27, - 51, - 52 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 57 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12, - 15, - 17, - 19 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 36, - 37 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 43, - 44 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 22, - 26, - 51, - 52 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 36, - 37 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 36, - 38 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://allazoelectronics.com/wp-content/uploads/2017/08/WEB-NDA-Mutual-Customer-and-Allazo-Electronics-v2.pdf" - }, - { - "id": 363, - "file_name": "WEBSITE%20MNDA.pdf", - "text": "MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis mutual non-disclosure and confidentiality agreement (this \u201cAgreement\u201d), dated ______________ (\u201cEffective Date\u201d), by and between HACCPCanada Foodsafety Inc. (\u201cHACCPCanada\u201d), a corporation registered in British Columbia, Canada (BC 0972472) having a business address at 2475 Dobbin Road, West Kelowna, British Columbia, V4T 2E9, and Enter Company Name ____________________________ (the \u201cSecond Party\u201d and together with HACCPCanada, the \u201cParties\u201d), located at Enter company Address _________________________________________________________________________________________. Whereas the Parties wish to explore and enter into certain business transactions (the \u201cSubject Matter\u201d) in connection with which each Party has disclosed and/or may further disclose its Confidential Information (as defined in Section 1.1) to the other Party. This Agreement is intended to allow the protection of each Party\u2019s Confidential Information (including any Confidential Information previously disclosed to the other Party) against unauthorized use or disclosure.\nIn consideration of the above premises and the mutual promises contained herein, the Parties agree as follows:\n1. Definition of Confidential Information.\n1.1. As used in this Agreement, the term \u201cConfidential Information\u201d means any information or data, of any kind or nature whatsoever, relating to or otherwise pertaining to a disclosing Party (the \u201cDiscloser\u201d) and/or any of the Discloser\u2019s subsidiaries, affiliates, agents, assigns or representatives, the Discloser\u2019s activities, employees, customers, subscribers, business, affairs, operations systems, software and any other information disclosed and/or otherwise made available to the other Party (the \u201cRecipient\u201d), in any form whatsoever, including any and all analyses, compilations, studies, reports or other documents prepared by the Discloser, or by its directors, officers, employees, advisers, affiliates, agents or representatives, all information relating to or otherwise pertaining to any trade secret, invention, idea, know-how, technical, financial and business information, business plans or processes, information provided by third parties to the Discloser under an obligation of confidentiality, and all information which the Recipient has been exposed to in connection with the Subject Matter. For greater certainty, all information exchanged between the Parties is to be considered Confidential Information, unless specifically stated otherwise. \u201cConfidential Information\u201d will also include this Agreement.\n1.2. The provisions of this Agreement shall not apply to information which (i) is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the Discloser; (ii) is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors or agents; (iii) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; (iv) is approved for release (and only to the extent so approved) by the Discloser; or (v) subject to Section 3, is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n2. Non-Disclosure and Non-Use Undertakings.\n2.1. All Confidential Information will be maintained in confidence by the Recipient, will not be disclosed to any person or entity in any way except as provided in this Agreement, and will be protected with the same degree of care the Recipient normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care.\n2.2. The Confidential Information may be disclosed by the Recipient only to those employees, directors, officers or consultants of the Recipient having the need to receive such Confidential Information for the Subject Matter, provided the recipients of such Confidential Information are already bound by written confidentiality and non-disclosure obligations similar to those undertaken by the Recipient pursuant to this Agreement. The Recipient shall immediately give notice to the Discloser of any unauthorized use or disclosure of the Confidential Information. The Recipient agrees to assist the Discloser in remedying any such unauthorized use or disclosure of Confidential Information.\n2.3. The Recipient will not use any Confidential Information for any purpose other than the Subject Matter and will not use any Confidential Information for obtaining any intellectual property rights for the Recipient or to divert or attempt to divert any business, supplier or customer of the Discloser.\n2.4. The Confidential Information shall not be mechanically copied or otherwise reproduced by the Recipient without the express prior written permission of the Discloser, except for such copies as the Recipient may be required to provide the Subject Matter. All copies shall contain, on reproduction by the Recipient, the same proprietary and confidential notices and legends which appear on the original Confidential Information, unless expressly authorized otherwise by the Discloser prior to reproduction.\n3. Restrictions. To the extent the Recipient is required to disclose any Confidential Information pursuant to a valid subpoena or other applicable order by a governmental agency or judicial body or by operation of law, the Recipient will promptly notify the Discloser in writing of the existence, terms and circumstances surrounding such disclosure so that the Discloser may seek a protective order or other appropriate remedy from the proper authority. The Recipient agrees to cooperate with the Discloser in seeking such order or remedy. The Recipient further agrees that if the Recipient is required to disclose any Confidential Information, the Recipient will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable, written assurances that confidential treatment will be accorded to such Confidential Information.\n4. Other Matters.\n4.1. Neither this Agreement, nor either Party\u2019s performance under this Agreement, will transfer to the Recipient, or be construed to grant the Recipient, any proprietary right, license title, interest, licence or claim in or to any of the Confidential Information, other than the right to use the same strictly for the Subject Matter in accordance with the terms of this Agreement. The Recipient acknowledges and agrees that the Discloser is and shall remain the full and exclusive owner or licensee of the Confidential Information and the intellectual property rights thereto, including but not limited to derivatives, alterations, modifications and other changes thereto, whether made by the Discloser or the Recipient.\n4.2. The Recipient shall not use the name or any trademark of the Discloser in any manner, including, without limitation, in any press release or other advertising materials of the Recipient or any of its affiliates, without the prior written consent of the Discloser, which consent may be rejected or withdrawn at the Discloser\u2019s sole discretion. For the removal of doubt, an Authorization to Use Corporate Logos shall constitute written consent.\n4.3. Each Party represents and warrants to the other Party that it has the legal power and authority to enter into and perform under this Agreement.\n4.4. Nothing contained in this Agreement shall be construed as creating any obligation or any expectation on either Party to enter into a business relationship with the other Party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the Parties, it being understood that the Parties are independent contractors vis-\u00e0-vis one another. Except as specified herein, no Party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of any other Party hereto.\n5. Equitable Relief. The Recipient agrees that, in the event of any breach of any provision hereof, the Discloser may, or will, not have an adequate remedy in money or damages. The Recipient therefore agrees that, in such event, the Discloser shall be entitled to obtain injunctive relief against such breach in any court of competent jurisdiction. Such injunctive relief will in no way limit the Discloser\u2019s right to obtain other remedies available at law or in equity. No failure or delay by the Discloser hereto in enforcing any right, power or privilege created hereunder shall operate as an implied waiver thereof, nor shall any single or partial enforcement thereof preclude any other or further enforcement thereof or the enforcement of any other right, power or privilege.\n6. Entire Agreement. This Agreement consists of the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements with respect hereto. This Agreement may not be modified except by written instrument signed by a duly authorized representative of each party hereto.\n7. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned in whole or in part by either Party except by express written consent by a duly authorized representative of the other Party, provided that HACCPCanada may assign this Agreement in conjunction with a sale of its business as a going concern.\n8. Governing Law. This Agreement will be governed by, and construed and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.\n9. Severability. In the event that any covenant, condition, term, restriction or other provision contained in this Agreement, or any portion thereof, shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision or portion shall be fully severable from this Agreement and the other provisions hereof will remain in full force and effect and will be liberally construed to carry out the provisions and intent hereof.\n10. Term and Survival.\n10.1. This Agreement will commence upon the Effective Date and terminate on the expiry or termination of any engagement in relation to the Subject Matter between the Parties. Upon termination or expiry of this Agreement, the Recipient (i) will cease to use the Confidential Information received from the Discloser, (ii) within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all original Confidential Information thereof then in its possession or control, (iii) if the Discloser requests in writing, within thirty (30) days after the date of termination or expiry of this Agreement, will return to the Discloser all copies of the Confidential Information requested by the Discloser, (iv) if no request from the Discloser has been received within thirty (30) days of the termination or expiry of this agreement for the return of any copies of the Confidential Information, will destroy all copies thereof then in its possession or control and (v) upon the written request of the Discloser, will furnish the Discloser with written certification of such destruction.\n10.2. The obligations of confidentiality and restricted use contained herein will survive for a period of five (5) years from the date of receipt of any Confidential Information from the Discloser under this Agreement.\n11. Counterparts. This Agreement may be executed by facsimile or other electronic means, in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.\nIN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as of the date first set forth above.\nHACCPCanada Foodsafety Inc. 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Data Recipient agrees to the following terms and conditions pertaining to Non-Public Information.\n1. Non-Public Information\na. Non-Public Information shall include any and all information Data Recipient receives from WECC, including, but not limited to, information received through a login to the WECC website, which:\ni. Is designated as \u201cConfidential Information\u201d or \u201cMarket Sensitive Information\u201d or is otherwise considered non-public under the WECC Information Sharing Policy;\nii. Meets the definition of Confidential Information as set forth in Section 1500 of the North American Electric Reliability Corporation Rules of Procedure; or\niii. Is identified by WECC as non-public or confidential at the time of disclosure.\nb. For the purposes of this Agreement, Non-Public Information shall not include:\ni. Information that is or becomes available in the public domain through no fault or action of Data Recipient;\nii. Information that was or is acquired by Data Recipient from a source other than WECC in a manner which is not otherwise subject to confidentiality restrictions; or\niii. Information that was or is independently developed by Data Recipient as demonstrated by Data Recipient\u2019s documentation.\n2. Treatment of Non-Public Information\na. Data Recipient agrees to take all necessary precautions to maintain the confidentiality of the Non-Public Information and to prevent unauthorized access to it.\nb. Data Recipient agrees to not make available, disclose, provide or communicate Non-Public Information to any entity or individual, except:\ni. Employees of Data Recipient who (1) have signed an acknowledgment of this Agreement or a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for performance of a job function subject to the limitation on Market Sensitive Information below;\nii. Contractors of Data Recipient who (1) have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement, and (2) need the Non-Public Information for the work being performed subject to the limitation on Market Sensitive Information below. In the event Data Recipient shares Non-Public Information with a contractor pursuant to this provision, Data Recipient agrees to be responsible and jointly and severally liable for any breach of confidentiality by that contractor;\niii. As required by FERC orders, rules or regulations, provided that additional data recipients have signed a non-disclosure agreement that covers the Non-Public Information and is at least as restrictive as this Agreement; or\niv. As may be otherwise agreed to by WECC in writing.\n3. Market Sensitive Information\na. Data Recipient agrees not to provide or disclose any Market Sensitive Information as identified in the WECC Information Sharing Policy to any person who is (1) a Market Function Employee as defined by the FERC Standards of Conduct, or (2) actively and personally engaged in day-to-day sales of electric power or other electric power marketing functions.\n4. Compelled Disclosures\na. Notwithstanding anything to the contrary herein, Data Recipient may disclose Non-Public Information to a governmental authority as required by law, provided that to the extent permitted by law:\ni. Data Recipient notifies WECC as soon as reasonably possible of the required disclosure;\nii. Data Recipient does not disclose the Non-Public Information until WECC has had a reasonable opportunity to respond to the required disclosure; and\niii. Data Recipient cooperates with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\nb. If Data Recipient is an entity subject to state or federal freedom of information laws or an employee of such an entity, Data Recipient certifies that the Non-Public Information is eligible for restriction from public disclosure and agrees to:\ni. Restrict the Non-Public Information from public disclosure;\nii. Notify WECC as soon as reasonably possible of any request for the Non-Public Information; and\niii. Cooperate with WECC as reasonably requested by WECC to protect WECC\u2019s interests in the Non-Public Information.\n5. Disclaimer and Limitations\na. Neither WECC nor any owner or submitter of the Non-Public Information makes any representation or warranty as to the completeness, accuracy, relevance, or usability of the Non-Public Information. All Non-Public Information made available to Data Recipient is made available AS IS AND WITHOUT WARRANTY, EXPRESS OR IMPLIED.\nb. There is no obligation on the part of WECC or any owner or submitter of the Non-Public Information to supplement, update, or correct any Non-Public Information, even if the Non-Public Information is supplemented, updated, or corrected for other purposes.\nc. Use of the Non-Public Information is at Data Recipient\u2019s own risk. Neither WECC nor the owner or submitter of the Non-Public Information shall be liable for any damages arising out of the use of the Non-Public Information.\n6. Changes in Employment\na. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient ceases to be employed by his or her then current employer, Data Recipient agrees to notify WECC within five (5) business days of the change in employment.\nb. If at any time during the term of this Agreement Data Recipient or an employee of Data Recipient has a change in job responsibilities such that Data Recipient or an employee of Data Recipient becomes a Market Function Employee, Data Recipient agrees to notify WECC within five (5) business days of the change in employment and to ensure that Data Recipient or such an employee of Data Recipient discontinues accessing or using any Market Sensitive Information as identified in the WECC Information Sharing Policy.\n7. Term and Termination\na. This Agreement shall continue in effect until terminated. This Agreement may be terminated by WECC or Data Recipient at any time at their sole discretion.\nb. Upon any termination of this Agreement, Data Recipient shall return to WECC all Non-Public Information in Data Recipient\u2019s possession or destroy all Non-Public Information in Data Recipient\u2019s possession and certify to WECC in writing that all Non-Public Information has been returned or destroyed, except as may be otherwise required by law in which case the confidentiality obligations of this Agreement shall survive termination.\n8. Miscellaneous Terms\na. This Agreement does not require WECC to disclose any Non-Public Information. Neither this Agreement nor any disclosure of Non-Public Information grant Data Recipient any intellectual property rights or licenses to such information. Data Recipient agrees to comply with all applicable United States export laws and regulations.\nb. This Agreement represents the entire understanding between WECC and Data Recipient related to the Non-Public Information and supersedes all previous communications between WECC and Data Recipient related to this subject. This Agreement can only be modified by written agreement executed by WECC and Data Recipient. Data Recipient may not delegate its duties or obligations under this Agreement without prior written consent from WECC. Any attempt to do so is void.\nc. This Agreement shall be for the sole benefit of WECC and any owner or submitter of the Non-Public Information. This Agreement shall be fully enforceable by WECC and any entity whose Non-Public Information is not treated in accordance with this Agreement.\nd. If any term or provision of this Agreement is held by a body of competent jurisdiction to be invalid, void, or unenforceable, then (1) the remaining provisions of the Agreement shall continue in full force and effect, and (2) in lieu of each such term or provision there shall be added as part of this Agreement a clause or provision as similar in terms as possible that is legal, valid and enforceable.\nIN WITNESS HEREOF, Data Recipient has read and understands this Agreement and enters into this Agreement voluntarily, wishing to be legally bound.\nData Recipient\nSignature: _________________________________________\nPrinted: ___________________________________________\nCompany: _________________________________________\nTitle: _____________________________________________\nDate: _____________________________________________\nEmail: _____________________________________________\n", - "spans": [ - [ - 0, - 5 - ], - [ - 5, - 30 - ], - [ - 31, - 100 - ], - [ - 100, - 127 - ], - [ - 127, - 207 - ], - [ - 207, - 304 - ], - [ - 305, - 330 - ], - [ - 331, - 525 - ], - [ - 526, - 687 - ], - [ - 688, - 847 - ], - [ - 848, - 931 - ], - [ - 932, - 1012 - ], - [ - 1013, - 1123 - ], - [ - 1124, - 1290 - ], - [ - 1291, - 1415 - ], - [ - 1416, - 1454 - ], - [ - 1455, - 1617 - ], - [ - 1618, - 1758 - ], - [ - 1759, - 1794 - ], - [ - 1794, - 1969 - ], - [ - 1969, - 2103 - ], - [ - 2104, - 2142 - ], - [ - 2142, - 2278 - ], - [ - 2278, - 2408 - ], - [ - 2408, - 2638 - ], - [ - 2639, - 2865 - ], - [ - 2866, - 2919 - ], - [ - 2920, - 2951 - ], - [ - 2952, - 3111 - ], - [ - 3111, - 3190 - ], - [ - 3190, - 3308 - ], - [ - 3309, - 3333 - ], - [ - 3334, - 3386 - ], - [ - 3386, - 3530 - ], - [ - 3531, - 3621 - ], - [ - 3622, - 3772 - ], - [ - 3773, - 3904 - ], - [ - 3905, - 4151 - ], - [ - 4152, - 4214 - ], - [ - 4215, - 4312 - ], - [ - 4313, - 4428 - ], - [ - 4429, - 4458 - ], - [ - 4459, - 4658 - ], - [ - 4658, - 4783 - ], - [ - 4784, - 5041 - ], - [ - 5042, - 5112 - ], - [ - 5112, - 5267 - ], - [ - 5268, - 5292 - ], - [ - 5293, - 5547 - ], - [ - 5548, - 6064 - ], - [ - 6065, - 6088 - ], - [ - 6089, - 6150 - ], - [ - 6150, - 6246 - ], - [ - 6247, - 6681 - ], - [ - 6682, - 6699 - ], - [ - 6699, - 6704 - ], - [ - 6705, - 6785 - ], - [ - 6785, - 6940 - ], - [ - 6940, - 7034 - ], - [ - 7035, - 7259 - ], - [ - 7259, - 7353 - ], - [ - 7353, - 7358 - ], - [ - 7358, - 7473 - ], - [ - 7473, - 7502 - ], - [ - 7503, - 7617 - ], - [ - 7617, - 7760 - ], - [ - 7761, - 7895 - ], - [ - 7895, - 7986 - ], - [ - 7986, - 8167 - ], - [ - 8168, - 8314 - ], - [ - 8315, - 8329 - ], - [ - 8330, - 8341 - ], - [ - 8341, - 8382 - ], - [ - 8383, - 8392 - ], - [ - 8392, - 8435 - ], - [ - 8436, - 8445 - ], - [ - 8445, - 8486 - ], - [ - 8487, - 8494 - ], - [ - 8494, - 8539 - ], - [ - 8540, - 8546 - ], - [ - 8546, - 8591 - ], - [ - 8592, - 8599 - ], - [ - 8599, - 8644 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 53 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 57 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 53 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 53 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17, - 21, - 22, - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 34, - 37, - 39 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19, - 20, - 28, - 29, - 30 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.wecc.org/Administrative/WECC_Confidentiality_Agreement.pdf" - }, - { - "id": 365, - "file_name": "resolution-2012-03-014r.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement is entered into on this ___ day of ____________, 20__ by and between_____________________________, (\u201cRecipient\u201d), and Ameren Illinois Company (\u201cAmeren Illinois\u201d). (Ameren Illinois and ____________ shall be collectively referred to herein as the \u201cParties\u201d). WHEREAS, Ameren Illinois is in possession of certain proprietary and confidential data and information relating to municipal customer service and account data;\nWHEREAS, Ameren Illinois has agreed to the disclosure of such data and information to Recipient; and\nWHEREAS, Ameren Illinois desires to have all such information handled by Recipient on a confidential basis.\nNOW THEREFORE, in consideration of the execution of this Agreement, and other good and valuable consideration, and the covenants made herein, the Parties agree that the disclosure of such information by Ameren Illinois to Recipient is subject to the following terms and conditions:\n1. Receipt of Information. Ameren Illinois disclose to Recipient, customer information protected from public disclosure pursuant to 815 ILCS 505/2HH (\u201cConfidential Information\u201d) for use by the Recipient and its officers, directors, agents, employees and contractors (collectively, the \u201cRepresentatives\u201d), on a need-to-know basis for the purpose of facilitating electric supply aggregation pursuant to 20 ILCS 3855/1-92.\n2. Confidential Information Defined. The Parties acknowledge that any such information referred to in paragraph above shall be considered Confidential Information. Under this Agreement, all information disclosed by the Ameren Illinois whether provided in oral, written, visual, electronic or other form is presumed to be Confidential Information unless it falls within one of the exclusions of Section 3. Confidential Information includes non-public customer specific information. Confidential Information as used herein also includes information supplied by Ameren Illinois to Recipient prior to the execution of this Agreement, and such Confidential Information shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available after the execution of this Agreement.\n3. Exclusions from Definition. Confidential Information as used herein does not include any information which (i) is already known to the Recipient at the time it is disclosed to the Recipient, provided that such prior knowledge can be substantiated by written records and documents or (ii) is or has become generally known to the public through no wrongful act of the Recipient, (iii) information permitted to be disclosed by express written authority of a customer or customers, (iv) is obtained by the Recipient from a third party who has the right, to the best of the Recipient\u2019s knowledge, to disclose the information, or (v) is required or permitted to be disclosed in order to facilitate electric supply aggregation pursuant to Illinois law.\n4. Non-Disclosure Obligation. The Recipient shall maintain the confidentiality of any Confidential Information and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information. Representatives shall be informed by the Recipient of the confidential nature of the Confidential Information and shall be directed by the Recipient to treat the Confidential Information confidentially, except with the prior written consent of Ameren Illinois or as otherwise permitted hereunder. Each Recipient agrees to be responsible for any breach of this Agreement by its Representative.\n5. Compliance with Legal Process. In the event that the Recipient is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or; in the opinion of counsel for the Recipient , by federal or state securities or other statutes, regulations or laws) to disclose any Confidential Information, the Recipient shall promptly notify Ameren Illinois of such request or requirement prior to disclosure so that Ameren Illinois may seek an appropriate protective order and/or waive compliance with the terms of this Agreement.\n6. Remedies for Breach. Ameren Illinois may seek recourse in the form of injunctive or other equitable relief to remedy or forestall any breach or threatened breach involving a violation of this agreement, including but not limited to the marketing of goods and services beyond authorized aggregation activities. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other rights and remedies available at law or in equity.\n7. Responsibility for Damages to Third Parties; Litigation Costs. Ameren Illinois shall not be responsible for damages awarded due to the improper disclosure of consumer information that is adjudicated to have been caused by the Recipient\u2019s negligence or intentional conduct. By virtue of this agreement, the Recipient assumes no liability for the improper disclosure of customer information by Ameren Illinois to parties unrelated to the Recipient or its Representatives. In the event that Ameren Illinois is a named party in a lawsuit related to the improper disclosure of customer information by the Recipient or its Representatives, Recipient will reimburse Ameren Illinois for its costs and expenses (including, without limitation, damages awarded) incurred in connection with such litigation. In the event Ameren is adjudicated to have any comparative fault, Ameren Illinois shall be responsible only for its respective share of ordered and apportioned damages. Nothing herein waives Recipient\u2019s immunities under the Illinois Governmental Tort Immunity Act or Illinois Common Law.\n8. No Further Obligations. Ameren Illinois makes no representations or warranties, express or implied, with respect to the Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information disclosed hereunder. Further, the Parties agree that this Agreement does not obligate either of the Parties to enter into any further agreements or to proceed with any possible relationship or other joint venture or transaction.\n9. Term; Termination. Either of the Parties may terminate the exchange of Confidential Information under this Agreement at any time by written notice to the other Party specifically referencing this Agreement. In any event, however, the obligations of Recipient to maintain the confidentiality of the Confidential Information it has received under this Agreement shall continue after such termination. Termination of this agreement may result in the suspension of information listing services provided by Ameren Illinois.\n10. No Waiver; Amendment; Exclusive Agreement. No failure or delay by either of the Parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement shall not be modified, supplemented or amended except by a writing signed by both Parties hereto. This Agreement represents the exclusive agreement between the Parties in connection with the subject matter hereof.\n11. Applicability to Affiliates. Any Confidential Information disclosed by an affiliated company of Ameren Illinois which would otherwise constitute Confidential Information hereunder if disclosed by Ameren Illinois, shall be deemed to constitute Confidential Information under this Agreement, and the rights of Ameren Illinois under this Agreement may be enforced by any such affiliate as if such affiliate were also a Party to this Agreement.\n12. APPLICABLE LAW; JURISDICTION; WAIVER OF JURY TRIAL THIS AGREEMENT SHALL BE GOVERNED BY ILLINOIS LAW, AND SHALL BE DEEMED TO HAVE BEEN EXECUTED AND PERFORMED IN THE STATE OF ILLINOIS.\n13. Notices. All notices, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to be made or given when personally delivered or 3 business days after being mailed by registered or certified United States mail, postage prepaid, return receipt requested, or 1 business day after being sent by Federal Express or other recognized courier guaranteeing overnight delivery, to the Parties at the following respective addresses, or at such other address as a respective Party may designate from time to time pursuant to a notice duly given hereunder to the Ameren Illinois:\nIf to Ameren Illinois:\nAttn: Ms. Erika Dominic\nLegal Department - Ameren Services Company\n1901 Chouteau Ave.\nSt. Louis, MO 63103\n314-554-4014 (Fax)\nIf to _____: _________________________\nAttn: _______________________\n____________________________\n____________________________\n_______________________ (Fax)\n__________________________________\n14. Signatures. By signing the below fields, the Parties agree to be bound by the terms herein and signatories below warrant authority to enter into this agreement on behalf of the Parties. This Agreement may be signed by the Parties in counterparts and via facsimile. Execution of this agreement shall terminate and replace any earlier executed non-disclosure agreement related to municipal aggregation related services.\nBy: _______________________________ By: _________________________________\nName: ____________________________ Name: _______________________________\nTitle:______________________________ Title: ________________________________\n RESOLUTION NO. 2012-03-014R\nA RESOLUTION APPROVING A NON-DISCLOSURE AGREEMENT WITH AMEREN ILLINOIS COMPANY\n(Municipal electric aggregation)\nNOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Urbana, Champaign County, Illinois, as follows:\nSection 1.\nA Non-Disclosure Agreement between the City of Urbana, Illinois, and Ameren Illinois Company, in substantially the form of the copy of said Agreement attached hereto and hereby incorporated by reference, be and the same is hereby authorized and approved.\nSection 2.\nThe Mayor of the City of Urbana, Illinois, be and the same is hereby authorized to execute and deliver and the City Clerk of the City of Urbana, Illinois, be and the same is hereby authorized to attest to said execution of said Agreement as so authorized and approved for and on behalf of the City of Urbana, Illinois.\nMotion was made by Alderman _________________________, seconded by Alderman _________________ that the Resolution be adopted.\nPASSED BY THE CITY COUNCIL this ____ day of ___________, ________.\n____________________________\n Phyllis D. 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and\nWHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party\u2019s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;\nNOW, THEREFORE, the Parties agree as follows:\n1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.\n2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (\u201cRecipient\u201d) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.\n3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n4. The terms of this Agreement shall not be construed to limit either Party\u2019s right to develop independently or acquire products without use of the other Party\u2019s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.\n5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:\n(a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or\n(b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or\n(c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or\n(d) Is approved for release (and only to the extent so approved) by the disclosing Party; or\n(e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.\n8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.\n9. This Agreement shall remain in effect for a period of three (3) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.\nIN WITNESS WHEREOF:\n SATPACK TRAVEL COMPANY:___________________________\nSignature Date Signature Date\n Printed Name Printed Name\n Title Title\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 337 - ], - [ - 337, - 426 - ], - [ - 426, - 450 - ], - [ - 450, - 471 - ], - [ - 472, - 744 - ], - [ - 745, - 863 - ], - [ - 863, - 907 - ], - [ - 907, - 948 - ], - [ - 948, - 1048 - ], - [ - 1048, - 1183 - ], - [ - 1184, - 1229 - ], - [ - 1230, - 1792 - ], - [ - 1793, - 2432 - ], - [ - 2432, - 2704 - ], - [ - 2704, - 3012 - ], - [ - 3013, - 3282 - ], - [ - 3282, - 3502 - ], - [ - 3502, - 3958 - ], - [ - 3959, - 4147 - ], - [ - 4147, - 4363 - ], - [ - 4363, - 4769 - ], - [ - 4770, - 4986 - ], - [ - 4987, - 5174 - ], - [ - 5175, - 5299 - ], - [ - 5300, - 5421 - ], - [ - 5422, - 5514 - ], - [ - 5515, - 5639 - ], - [ - 5640, - 5791 - ], - [ - 5792, - 5957 - ], - [ - 5958, - 6159 - ], - [ - 6160, - 6371 - ], - [ - 6371, - 6498 - ], - [ - 6499, - 6518 - ], - [ - 6519, - 6520 - ], - [ - 6520, - 6570 - ], - [ - 6571, - 6596 - ], - [ - 6596, - 6600 - ], - [ - 6601, - 6602 - ], - [ - 6602, - 6627 - ], - [ - 6628, - 6629 - ], - [ - 6629, - 6640 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6, - 7, - 8 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 21, - 22, - 24, - 25 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 22, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.appdeveloperstudio.co.za/resources-non-disclosure-agreement.pdf" - }, - { - "id": 367, - "file_name": "rqnda.pdf", - "text": "MUTUAL Purpose (check one):\nNON-DISCLOSURE AGREEMENT Technology Discussion\nFax to E-Business 913-982-5436 Business Discussion\n Other (describe)\nThis Mutual Non-Disclosure Agreement (\u201cAgreement\u201d) is made and entered into as of _____________, 2015 (the \u201cEffective Date\u201d), by and between YRC Inc., d/b/a YRC Freight (\u201cYRC Freight\u201d), and the party named on the signature page below (\u201cParticipant\u201d).\nThis Agreement is intended to facilitate the exchange of proprietary information in furtherance of discussions between the parties related to the purpose described above (the \u201cPurpose\u201d). The parties desire to disclose and examine such proprietary information solely in furtherance of the Purpose. The party receiving Confidential Information shall be hereinafter referred to as the \u201cReceiving Party,\u201d and the party disclosing such Confidential Information shall be hereinafter referred to as the \u201cDisclosing Party.\u201d\nIn consideration of the covenants and conditions set forth below, the parties agree as follows:\n1. Confidential Information. As used in this Agreement, \"Confidential Information\u201d means any information, including without limitation, business information, technical, and marketing information, pricing, rates and discounts, provided such information is identified as confidential at the time of disclosure or is disclosed in a manner that it may be reasonably inferred to be confidential and/or proprietary to the Disclosing Party. In the event of an inadvertent disclosure of source code, such information shall be immediately returned to the Disclosing Party.\nConfidential Information does not include information that:\n(i) becomes generally available to the public through no fault of the Receiving Party;\n(ii) is, prior to its initial disclosure hereunder, in the possession of the Receiving Party;\n (iii) is acquired by the Receiving Party from any third party without any restrictions on its use or disclosure; or\n (iv) is independently developed by the Receiving Party without use of the Confidential Information.\n2. Non-Disclosure and Use Restrictions. Any Confidential Information disclosed pursuant to this Agreement shall be retained in confidence by the Receiving Party and used only for the Purpose. Confidential Information may be disclosed only to employees or consultants of the Receiving Party who have a need to know. Notwithstanding the foregoing, if Receiving Party is a firm that provides outsourced or \"third party\" logistics services to companies for part, or sometimes all, of their function, Receiving Party may disclose its rates to clients expressly authorized and eligible to receive such information through a bona fide authentication or registration process maintained by Receiving Party. Any consultant or client of Receiving Party who receives Confidential Information under this Agreement shall be similarly bound in writing to a nondisclosure agreement no less restrictive than the terms of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by an employee or consultant of such Receiving Party. The Receiving Party shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information.\n3. Term and Duration. This Agreement will terminate two (2) years from the Effective Date, but may be terminated by either party at any time upon thirty (30) days written notice. All obligations hereunder shall continue for five (5) years from the date of disclosure.\n4. Legal Process. If the Receiving Party becomes subject to a demand for discovery or disclosure of the Confidential Information of the other party under legal process, such Receiving Party shall give to the other prompt notice of the demand prior to furnishing the Confidential Information demanded, and, at the expense of the Disclosing Party, shall obtain or cooperate with the Disclosing Party in seeking reasonable arrangements to protect the confidential and proprietary nature of the Confidential Information.\n5. Ownership of Confidential Information. All Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party and nothing contained herein shall be construed as a grant, express or implied or by estoppel, of a transfer, assignment, license, lease of any right, title or interest in the Confidential Information.\n6. No Warranty. No warranty or representation is made by either party hereto that any information transmitted by it hereunder is true and correct, patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights.\n7. Return of Confidential Information. Upon the completion or termination of any discussions between the parties, or at any time within fourteen (14) days of receipt of a written request of the Disclosing Party, the Receiving Party shall (i) promptly return to the Disclosing Party all Confidential Information disclosed in tangible form and copies thereof; or (ii) promptly destroy such Confidential Information (including all copies thereof) and certify their destruction to the Disclosing Party.\n8. Equitable Relief. The parties acknowledge and agree that the covenants set forth in this Agreement are reasonable and necessary for the protection of the parties\u2019 business interests and that irreparable injury may result if they are breached and that in the event of any actual or potential breach of any such covenant that the non-breaching party may have no adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief. Nothing herein shall be construed as prohibiting any party from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages that it is able to prove.\n9. No Other Business Relationship. This Agreement does not represent or imply any agreement or commitment to enter into any further business relationship. This Agreement does not create any agency or partnership relationship between the parties or authorize a party to use the other party\u2019s name or trademarks. Neither party is precluded from independently pursuing any activities similar to or in competition with the Purpose contemplated herein. Neither party will be liable to the other for any of the costs associated with the other\u2019s efforts in connection with this Agreement.\n10. Export Control. The parties recognize that communication or transfer of any information received pursuant to the Purpose may be subject to specific government export approval. Each party agrees to comply with all applicable export control legislation with respect to Confidential Information received hereunder.\n11. Governing Law. This Agreement shall be governed and construed in accordance with the internal laws of the State of Kansas, without giving effect to the choice of law or conflicts of law principles of such state. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Johnson County, Kansas.\n12. Successors and Assigns. This Agreement will be binding upon the successors and/or assigns of the parties.\n13. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n14. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.\n15. Waiver. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought.\n16. Entire Agreement/No Amendment. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties.\n17. Authorized Signature. This Agreement is valid only when signed by an employee with authority to bind that party. For YRC, this Agreement when unmodified may be signed by any Manager or higher in rank. 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"spans": [ - 9, - 24 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://my.yrc.com/national/pdf/rqnda.pdf" - }, - { - "id": 368, - "file_name": "sample-nrel-bilateral-nda-template.pdf", - "text": "BILATERAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d)\nThis Agreement is entered into by and between Alliance for Sustainable Energy, LLC (\u201cAlliance\u201d), the Manager and Operator of the National Renewable Energy Laboratory (\u201cNREL\u201d) under Prime Contract No. DE-AC36-08GO28308 (\u201cPrime Contract\u201d) for the U.S. Department of Energy (\u201cDOE\u201d), located at 15013 Denver West Parkway, Golden, CO 80401, and COMPANY NAME (\u201cCOMPANY SHORT\u201d), whose place of business is located at COMPANY ADDRESS, which are also referred to herein collectively as the \u201cParties\u201d, individually as a \u201cParty\u201d, as \u201cReceiving Party\u201d when receiving information under this Agreement, and as \u201cDisclosing Party\u201d when providing information under this Agreement. The effective date (\u201cEffective Date\u201d) of this Agreement is the signature date of the last of the Parties to sign this Agreement.\n1. DEFINITIONS AND PURPOSE\na. As used herein, \u201cProprietary Information\u201d means information that (i) embodies trade secrets as defined under 18 U.S.C. \u00a7 1839 or (ii) is commercial or financial information that is privileged or confidential under the Freedom of Information Act (5 U.S.C. \u00a7 552(b)(4)), and that is developed at private expense outside this Agreement.\nb. As used herein, \u201cNREL Protected Information\u201d means information generated in the performance of, or pursuant to the performance of, the Prime Contract regardless of form or characteristic, which would be Proprietary Information had it been generated by a non-federal entity third party and which can be restricted from dissemination by the Bayh-Dole Act, 35 U.S.C. \u00a7 200 et seq., other applicable laws, or DOE rules or regulations.\nc. As used herein, the \u201cScope\u201d means:\ni. pertaining to COMPANY SHORT, information related to PROVIDE A NON-PROPRIETARY DESCRIPTION OF THE INFORMATION TO BE DISCLOSED, E.G., THE SERIAL NUMBER AND TITLE OF A NON-PUBLISHED PATENT APPLICATION, THE IDENTIFYING NUMBER AND TITLE OF AN INVENTION DISCLOSURE, ETC., which COMPANY SHORT considers to be Proprietary Information;\nii. pertaining to Alliance, information related to PROVIDE A NON-PROPRIETARY DESCRIPTION OF THE INFORMATION TO BE DISCLOSED, E.G., THE SERIAL NUMBER AND TITLE OF A NON-PUBLISHED PATENT APPLICATION, THE IDENTIFYING NUMBER AND TITLE OF AN INVENTION DISCLOSURE, ETC., which Alliance considers to be NREL Protected Information.\nd. For a period of DEFINE THE PERIOD OF TIME FOR DISCLOSURE, WHICH MUST BE 1\u201312 months from the Effective Date (the \u201cDisclosing Period\u201d), Disclosing Party wishes to provide Receiving Party and Receiving Party wishes to obtain access to Proprietary Information and/or NREL Protected Information related to the Scope. The Parties are furnishing such information for the purpose of DESCRIBE THE PURPOSE, I.E., EVALUATION, TESTING, CONSIDERATION OF A POSSIBLE BUSINESS COLLABORATION, ETC. (the \u201cPurpose\u201d). The \u201cConfidentiality Period\u201d for this Agreement is three (3) years from the Effective Date.\n2. PROPRIETARY INFORMATION AND NREL PROTECTED INFORMATION\na. Disclosing Party will identify and mark its written Proprietary Information or NREL Protected Information disclosed hereunder as \u201cProprietary Information\u201d or \u201cNREL Protected Information\u201d, as applicable, at the time it is conveyed to Receiving Party. For Proprietary Information or NREL Protected Information first disclosed orally (i.e., information expressed by spoken words) hereunder, Disclosing Party will: (i) identify such information as Proprietary Information or NREL Protected Information, as applicable, at the time it is conveyed to Receiving Party; (ii) reduce such information to writing; and (iii) provide an appropriately identified and marked copy of such writing to Receiving Party within thirty (30) days of such disclosure.\nb. Receiving Party will treat Proprietary Information and NREL Protected Information that is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, as confidential and proprietary and will use such information only for the Purpose. Receiving Party will not disclose such information to any third party for the duration of the Confidentiality Period without the prior written approval of Disclosing Party. Notwithstanding the foregoing, Proprietary Information provided to Alliance hereunder is subject to inspection by DOE or its designee upon reasonable notice. Proprietary Information provided to DOE employees is protected against further disclosure under 18 U.S.C. \u00a7 1905.\nc. Receiving Party will provide access to Proprietary Information and NREL Protected Information that is within the Scope and that is disclosed in compliance with Paragraph 2.a, above, only to Receiving Party's employees, agents, and independent contractors who are required to have access specifically related to the Purpose, and, with respect to Alliance, to DOE or its designee for auditing and inspection purposes only. Receiving Party will inform individuals having access to such information of the confidential nature of this information and the restrictions on its publication, disclosure, and use, and will require that such employees, agents, and independent contractors are bound by confidentiality obligations no less stringent than those stated in this Agreement.\nd. The obligations of confidentiality set forth in this Agreement do not apply to information which (i) becomes publicly known without the fault of Receiving Party or DOE; (ii) has been made available by Disclosing Party (or the owner if other than Disclosing Party) to others without obligation concerning its confidentiality; (iii) is already in the possession of Receiving Party or DOE without obligation concerning its confidentiality; (iv) is independently developed by employees of Receiving Party or DOE who did not have access to such Proprietary Information or NREL Protected Information; or (v) is required to be disclosed by U.S. law, including, with respect to Alliance, a Freedom of Information Act request if no exemption is deemed by DOE to be applicable, and, with respect to both Parties, a court order from a court of competent jurisdiction, provided that Receiving Party promptly notifies Disclosing Party and uses diligent efforts to limit such disclosure. Notwithstanding anything to the contrary herein, any disclosure permitted by (v) above will not relieve Receiving Party\u2019s confidentiality obligations as to disclosures to any other third party.\n3. TERM AND TERMINATION\na. Either Party may terminate this Agreement with or without cause by giving the other Party thirty (30) days prior written notice.\nb. If not earlier terminated by either Party, this Agreement will terminate at the end of the Disclosing Period.\nc. Upon termination of this Agreement, Receiving Party will, within two (2) weeks of written request from Disclosing Party, return all documents concerning the Proprietary Information and NREL Protected Information and all copies of any such documents to Disclosing Party, or certify in writing their destruction, with the exception of copies of Proprietary Information and NREL Protected Information made as a matter of routine information technology or legal backup, provided that such copies will continue to be subject to the confidentiality obligations set forth in this Agreement and may only be used in resolving a dispute between the Parties regarding this Agreement.\nd. The obligations of confidentiality set forth in Section 2., above, will survive termination of this Agreement until the end of the Confidentiality Period.\n4. MISCELLANEOUS\na. Disclosure of Proprietary Information and/or NREL Protected Information to Receiving Party does not constitute any grant, option, or license under any patent or other right now or hereinafter held by Disclosing Party or DOE. No license\u2014express or implied\u2014in the Proprietary Information and/or NREL Protected Information or other proprietary right is granted hereunder other than to use the information in the manner and the extent authorized by this Agreement.\nb. A Party receiving Proprietary Information and/or NREL Protected Information will adhere to U.S. Export Administration Laws and Regulations and will not export or re-export any such Proprietary Information and/or NREL Protected Information, any technical data, items, or products arising from such information to any country or person unless properly authorized by the U.S. Government.\nc. Nothing in this Agreement prohibits or otherwise restricts employees or subcontractors of the Parties from lawfully reporting waste, fraud, or abuse related to the performance of a government contract to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).\nd. This Agreement contains the entire understanding between the Parties and it supersedes all prior or contemporaneous communications, agreements, or understandings between the Parties concerning receipt of Proprietary Information and/or NREL Protected Information for the Purpose. This Agreement may be executed in counterparts and the sum of said counterparts will represent a fully executed document. Facsimile signatures and electronic signatures are fully binding and constitute a legal method of executing this Agreement.\n", - "spans": [ - [ - 0, - 48 - ], - [ - 49, - 713 - ], - [ - 713, - 841 - ], - [ - 842, - 868 - ], - [ - 869, - 937 - ], - [ - 937, - 1001 - ], - [ - 1001, - 1205 - ], - [ - 1206, - 1639 - ], - [ - 1640, - 1677 - ], - [ - 1678, - 2007 - ], - [ - 2008, - 2331 - ], - [ - 2332, - 2648 - ], - [ - 2648, - 2817 - ], - [ - 2817, - 2834 - ], - [ - 2834, - 2925 - ], - [ - 2926, - 2983 - ], - [ - 2984, - 3237 - ], - [ - 3237, - 3398 - ], - [ - 3398, - 3548 - ], - [ - 3548, - 3593 - ], - [ - 3593, - 3729 - ], - [ - 3730, - 3987 - ], - [ - 3987, - 4160 - ], - [ - 4160, - 4318 - ], - [ - 4318, - 4431 - ], - [ - 4432, - 4856 - ], - [ - 4856, - 5208 - ], - [ - 5209, - 5309 - ], - [ - 5309, - 5381 - ], - [ - 5381, - 5537 - ], - [ - 5537, - 5649 - ], - [ - 5649, - 5810 - ], - [ - 5810, - 6186 - ], - [ - 6186, - 6263 - ], - [ - 6263, - 6379 - ], - [ - 6380, - 6403 - ], - [ - 6404, - 6535 - ], - [ - 6536, - 6648 - ], - [ - 6649, - 7324 - ], - [ - 7325, - 7482 - ], - [ - 7483, - 7499 - ], - [ - 7500, - 7728 - ], - [ - 7728, - 7963 - ], - [ - 7964, - 8351 - ], - [ - 8352, - 8740 - ], - [ - 8741, - 9023 - ], - [ - 9023, - 9145 - ], - [ - 9145, - 9268 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 41, - 42 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4, - 5, - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 18, - 19, - 20 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 31 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 17, - 18, - 19, - 20 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 22, - 25 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27, - 32 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 29 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 21 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.nrel.gov/workingwithus/assets/pdfs/sample-nrel-bilateral-nda-template.pdf" - }, - { - "id": 369, - "file_name": "sample_nda.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \"Agreement\u201d) is entered into on this ____day of ___________ by and between _________________, located at ___________________ ( the\u201d Disclosing Party\u201d), and ___________________________ with an address at ______________________ (the \u201cReceiving Party\u201d).\nThe Receiving Party hereto desires to participate in discussions regarding ________________________ (the \u201cTransaction\u201d). During these discussions, Disclosing Party may share certain proprietary information with the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1. Definition of Confidential Information.\n(a) For purposes of this Agreement, \u201cConfidential Information\u201d means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and (vi) any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.\n(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: a) was lawfully possessed, as evidenced by the Receiving Party\u2019s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; (c) is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party\u2019s records, and without reference or access to any Confidential Information.\n2. Disclosure of Confidential Information.\nFrom time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively \u201cRepresentatives\u201d) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement; (c) keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).\n3. Use of Confidential Information.\nThe Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.\n4. Compelled Disclosure of Confidential Information.\nNotwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.\n5. Term.\nThis Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the Receiving Party\u2019s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.\n6. Remedies.\nBoth parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys\u2019 fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney\u2019s fees and expenses.\n7. Return of Confidential Information.\nReceiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (\u201cNotes\u201d) (and all copies of any of the foregoing, including \u201ccopies\u201d that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party\u2019s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).\n8. Notice of Breach.\nReceiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.\n9. No Binding Agreement for Transaction.\nThe parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.\n10. Warranty.\nNO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party\u2019s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.\n11. Miscellaneous.\n(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.\n(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of _____________________ (state) applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in _______________ (state) shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to, the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection.\n(c) Any failure by either party to enforce the other party\u2019s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.\n(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.\n(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.\n(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.\n(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.\n(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.\nDisclosing Party Receiving Party\nBy By _____\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 120 - ], - [ - 120, - 150 - ], - [ - 150, - 201 - ], - [ - 201, - 229 - ], - [ - 229, - 271 - ], - [ - 271, - 295 - ], - 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(collectively, the \u201cCompany\u201d and together with Potential Purchaser, collectively, the \u201cParties\u201d). Potential Purchaser desires to obtain certain confidential and proprietary information from the Company with respect to (i) one of more of the existing leases of non-residential real property related to the Company\u2019s store locations (collectively, the \u201cLeases\u201d), and/or (ii) intellectual property owned by the Company, (collectively, the \u201cIP\u201d), and/or (iii) any other assets of the Company (collectively, the \u201cOther Assets\u201d) in order to evaluate the possibility of an acquisition, or asset purchase, involving one or more of the Leases or some or all of the IP or Other Assets (each, a \u201cProposed Transaction\u201d). As a condition to furnishing any information which is confidential and/or proprietary in nature to Potential Purchaser, the Company requires that Potential Purchaser agree to treat confidentially all written information of a proprietary or confidential nature, that the Company furnishes to Potential Purchaser (including, but not limited to, copies of the Leases), except as may otherwise herein be provided (collectively being the \u201cEvaluation Materials\u201d), and the Parties agree to keep confidential, communications by and between the Parties of a proprietary or confidential nature, arising from or relating to the Proposed Transaction.\nNOW, THEREFORE, for good and valuable consideration, the Parties hereto agree as follows:\n1. Potential Purchaser recognizes and acknowledges that the Evaluation Materials may contain confidential and/or proprietary information regarding the Company. Potential Purchaser shall maintain the confidentiality of those portions of the Evaluation Materials that contain confidential and/or proprietary information, and shall not, without the prior written consent of the Company, disclose, those portions of the Evaluation Materials to any third party, except as otherwise set forth herein. Potential Purchaser may disclose the Evaluation Materials to its parents, subsidiaries, parents\u2019 subsidiaries, or affiliates (collectively, the \u201cAffiliated Entities\u201d) and Potential Purchaser\u2019s and/or the Affiliated Entities\u2019, directors, officers, employees, partners, consultants, potential financing sources, joint-venture partners, bankers, accountants, lenders, investors, insurance consultants and/or brokers, attorneys, agents and financial and legal advisors (collectively, such entities or persons to whom Potential Purchaser or an Affiliated Entity discloses the Evaluation Materials, \u201cRepresentatives\u201d) who may need access to the Evaluation Materials, in Potential Purchaser\u2019s discretion, for the purpose of evaluating the Proposed Transaction. Potential Purchaser shall (i) inform in writing all of its Representatives who receive any portion of the Evaluation Materials of the confidential and proprietary nature thereof and of this Agreement and (ii) direct all such Representatives in writing to comply with the confidentiality and non-use terms of this Agreement. Potential Purchaser shall keep those portions of the Evaluation Materials confidential, as hereinabove provided.\n2. Potential Purchaser shall not use any of the Evaluation Materials for any purpose other than to evaluate the Proposed Transaction. The Company acknowledges and agrees that Potential Purchaser and its Affiliated Entities and Representatives may invest in or consider or manage investments in companies that compete either directly or indirectly with the Company and that this Agreement shall in no way be construed to prohibit or restrict Potential Purchaser\u2019s or its Affiliated Entities or Representatives\u2019 ability to make or manage or consider such investments.\n3. This Agreement shall not apply to, and Potential Purchaser shall have no obligation with respect to, any information which (i) is or becomes generally available to the public through no breach of this Agreement by Potential Purchaser, or actual knowledge by Potential Purchaser of breach by its Representatives, (ii) was already known by Potential Purchaser or a third party, or in Potential Purchaser\u2019s possession prior to the date of this Agreement, (iii) becomes available to Potential Purchaser on a non-confidential basis from a source, other than the Company or its agents, which is or was not known to be prohibited from disclosing such portions of the Evaluation Materials by a contractual or legal obligation to the Company, (iv) is independently developed or acquired by Potential Purchaser without violation of this Agreement, or (v) is or was of a non-proprietary nature.\n4. In the event that Potential Purchaser, its Affiliated Entities, and/or its Representatives receive a request or are required to disclose any of the Evaluation Materials, pursuant to any applicable law, rule, regulation, regulatory authority, subpoena, order, summons, lawsuit, or other applicable judicial or governmental order, or any other legal process, Potential Purchaser shall provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy at the Company\u2019s expense. In the event that such protective order or other remedy is not timely obtained, or the Company waives compliance with the provisions of this Agreement, Potential Purchaser, its Affiliated Entities, and/or its Representatives may furnish and disclose any or all of the Evaluation Materials. Notwithstanding the foregoing, notice to the Company shall not be required where disclosure is in connection with a routine audit or examination by, or a blanket document request from, a governmental or regulatory authority having or claiming to have authority to regulate or oversee Potential Purchaser\u2019s business, provided that Potential Purchaser informs such governmental or regulatory authority of the confidential nature of the Evaluation Materials.\n5. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Company preclude any other or further exercise thereof or the exercise of any right, power and privilege hereunder. It is further understood and agreed that money damages alone may not constitute a sufficient remedy for any breach of this Agreement by Potential Purchaser or its Representatives, and that the Company shall be entitled to seek specific performance and injunctive relief, as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies available to the Company for a breach of this Agreement by Potential Purchaser or its Representatives, but shall be in addition to all other remedies available to the Company at law or in equity.\n6. Potential Purchaser shall destroy or return the Evaluation Materials to the Company (at Potential Purchaser\u2019s option) and direct its Representatives to do the same upon the Company\u2019s written request. If Potential Purchaser elects to destroy, Potential Purchaser shall destroy those portions of any projections, appraisals, memoranda, notes, analyses, compilations, studies and other documents, including copies or extracts thereof, that contain Evaluation Materials, prepared by Potential Purchaser and direct its Representatives to do the same, provided in each instance, the same is reasonably possible without destroying or affecting Potential Purchaser, it\u2019s Affiliated Entities\u2019, or its Representatives\u2019 computer programs, server, software, or the like. Notwithstanding anything herein to the contrary, Potential Purchaser, its Affiliated Entities, and its Representatives may retain one or more copies of the Evaluation Materials for the purpose of defending any claim related to this Agreement or any transaction related hereto, or as may be required in accordance with Potential Purchaser\u2019s, its Affiliated Entities, or its Representatives\u2019 respective legal, compliance, computer programs, server, software, and/or automated backup archiving practices.\n7. Potential Purchaser understands that the Company will endeavor to include in the Evaluation Materials information known to the Company which the Company believes to be relevant for the purpose of Potential Purchaser\u2019s evaluation of the Proposed Transaction. Potential Purchaser further understands and acknowledges that the Company does not make any representations or warranties as to the accuracy or completeness of the Evaluation Materials or any portion thereof. Potential Purchaser agrees that neither the Company nor its agents shall have any liability to Potential Purchaser or any of its Representatives resulting from the use of the Evaluation Materials by Potential Purchaser or its Representatives by virtue of this Agreement.\n8. Unless and until a definitive binding agreement is entered into between the Company and Potential Purchaser (or any of its affiliates) with respect to the Proposed Transaction, none of the parties hereto will be under any legal obligation of any kind whatsoever to consummate, or otherwise with respect to, any Proposed Transaction by virtue of this Agreement or any other written or oral expression, except with respect to the matters specifically agreed to herein. Except for the matters set forth in this Agreement or in any such definitive binding agreement, neither party hereto shall be entitled to rely on any statement, promise, agreement or understanding, whether oral or written, any custom, usage of trade, course of dealing or conduct.\n9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, arrangements and agreements, whether oral or in writing, between the parties relating in any way to such subject matter. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum, web-based database or similar repository of Evaluation Materials to which Potential Purchaser or its Representatives are granted access in connection with this Agreement, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that Potential Purchaser\u2019s confidentiality obligations with respect to the Evaluation Materials are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the parties hereto in traditional written format.\n10. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement, provided each Party receives a signed counterpart of the other Party. Facsimile signatures or otherwise electronically transmitted signatures (such as via e-mail in pdf format) may be used with the same force and effect as original signatures. The term of this agreement shall be the earlier of: (i) six (6) months from the date hereof; or (ii) the consummation of a Proposed Transaction even if such Proposed Transaction is between the Company (or its Representatives) and a non-related third party.\n11. The parties voluntarily submit to the jurisdiction of the United States Bankruptcy Court for the Southern District of Florida (Miami Division) (the court in which is currently pending the chapter 11 cases of the Company) to resolve any dispute with respect to any issue related to, or arising in connection with, this Agreement.\nIN WITNESS WHEREOF, the parties hereto, duly authorized, have caused this Confidentiality Agreement to be executed as of the date first above written.\nCompany: Simply Fashion Stores, LTD., and Adinath Corp.\nSignature: ________________________________________\nName: ________________________________________\nTitle: ________________________________________\nCompany: Potential Purchaser: ________________________________________\nSignature: ________________________________________________\nName: ________________________________________________\nTitle: ________________________________________________\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 156 - ], - [ - 156, - 207 - ], - [ - 207, - 381 - ], - [ - 381, - 501 - ], - [ - 501, - 651 - ], - [ - 651, - 733 - ], - [ - 733, - 992 - ], - [ - 992, - 1630 - ], - [ - 1631, - 1720 - ], - [ - 1721, - 1881 - ], - [ - 1881, - 2216 - ], - [ - 2216, - 2970 - ], - [ - 2970, - 2996 - ], - [ - 2996, - 3174 - ], - [ - 3174, - 3294 - ], - [ - 3294, - 3406 - ], - [ - 3407, - 3541 - ], - [ - 3541, - 3972 - ], - [ - 3973, - 4099 - ], - [ - 4099, - 4288 - ], - [ - 4288, - 4428 - ], - [ - 4428, - 4710 - ], - [ - 4710, - 4817 - ], - [ - 4817, - 4859 - ], - [ - 4860, - 5387 - ], - [ - 5387, - 5677 - ], - [ - 5677, - 6132 - ], - [ - 6133, - 6465 - ], - [ - 6465, - 6769 - ], - [ - 6769, - 7027 - ], - [ - 7028, - 7231 - ], - [ - 7231, - 7790 - ], - [ - 7790, - 8291 - ], - [ - 8292, - 8553 - ], - [ - 8553, - 8762 - ], - [ - 8762, - 9032 - ], - [ - 9033, - 9503 - ], - [ - 9503, - 9783 - ], - [ - 9784, - 9916 - ], - [ - 9916, - 10197 - ], - [ - 10197, - 10991 - ], - [ - 10992, - 11245 - ], - [ - 11245, - 11419 - ], - [ - 11419, - 11471 - ], - [ - 11471, - 11515 - ], - [ - 11515, - 11675 - ], - [ - 11676, - 12008 - ], - [ - 12009, - 12159 - ], - [ - 12160, - 12215 - ], - [ - 12216, - 12227 - ], - [ - 12227, - 12267 - ], - [ - 12268, - 12274 - ], - [ - 12274, - 12314 - ], - [ - 12315, - 12322 - ], - [ - 12322, - 12362 - ], - [ - 12363, - 12393 - ], - [ - 12393, - 12433 - ], - [ - 12434, - 12445 - ], - [ - 12445, - 12493 - ], - [ - 12494, - 12500 - ], - [ - 12500, - 12548 - ], - [ - 12549, - 12556 - ], - [ - 12556, - 12604 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4, - 5 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 23 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.hilcorealestate.com/docs/librariesprovider6/projects-documents/simply-fashion/retail-leases-for-sale/simply-fashion---standard-nda.pdf?sfvrsn=4" - }, - { - "id": 371, - "file_name": "sm-fm-14-01-rev-1-reciprocal-non-disclosure-agreement.pdf", - "text": "RECIPROCAL NON-DISCLOSURE AGREEMENT\nThis Reciprocal Non-Disclosure Agreement (\u201cAgreement\u201d) is entered into between Curtiss-Wright Electro-Mechanical Corporation, a Delaware corporation, having a place of business located at 1000 Wright Way, Cheswick, PA 15024, 1185 Feather Way, Bethlehem, PA 18015 and 291 Westec Drive, Mt. Pleasant, PA 15666 (collectively, \"Curtiss-Wright\") and , having an address at (\u201cCompany\u201d).\nRECITALS\nCurtiss-Wright and Company (as to proprietary information disclosed by it, the \u201cDisclosing Party\u201d) desire to provide the other party (as to the information received by it, the \u201cRecipient\u201d) certain proprietary information for the purpose of [example - internal review in relation to a potential business relationship between the parties] (the \u201cPurpose\u201d).\nAGREEMENT\nNOW THEREFORE, in consideration of the following covenants and agreements, and intending to be legally bound hereby, Curtiss-Wright and Company hereby agree as follows:\n1. DEFINITIONS\n\u201cAffiliate\u201d means any entity (including without limitation any individual, corporation, company, partnership, limited liability company or group) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party. \u201cAuthorized Parties\u201d means directors, officers, employees, agents, advisors, representatives, service providers, consultants and/or sub-contractors.\n\u201cProprietary Information\u201d means confidential, non-public or other proprietary information including, without limitation, trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, formulae, hardware, software, know-how, ideas, inventions, whether patentable or not, photographs, recordings, procedures, processes, reports, research, samples, sketches, specifications, operations, plans, products, financial information, including pricing and other proprietary information that is disclosed under the terms of this Agreement by Disclosing Party or its Affiliates to the Recipient. Proprietary Information shall be marked as proprietary, confidential or with another suitable legend at the time of disclosure or otherwise designated in writing as proprietary by the Disclosing Party within thirty (30) days of disclosure. Proprietary Information shall not include information which: (i) is or becomes a part of the public domain without any action by, or involvement of, Recipient, its Affiliates, or its or their Authorized Parties; (ii) is received by Recipient, its Affiliates, or its or their Authorized Parties from a third party without a duty of confidentiality owed to the Disclosing Party; (iii) is independently developed by Recipient, its Affiliates, or its or their Authorized Parties without use of or without reference to the Proprietary Information; (iv) is already in the possession of Recipient, its Affiliates, or its or their Authorized Parties and Recipient, its Affiliates, or its or their Authorized Parties can demonstrate with written proof that the information was in the possession of Recipient, its Affiliates, or its or their Authorized Parties prior to the disclosure of the Proprietary Information by the Disclosing Party; or (v) is disclosed by Recipient, its Affiliates, or its or their Authorized Parties with the prior written approval of the Disclosing Party.\n2. CONFIDENTIALITY\n2.1. Curtiss-Wright and Company agree that, as a condition to the receipt of Proprietary Information hereunder, Recipient shall: (i) not disclose, directly or indirectly, to any third party any portion of the Proprietary Information without the prior written consent of the Disclosing Party (except to its Affiliates, and its or their Authorized Parties who have a need to know the Proprietary Information and only to the extent necessary for the Purpose); (ii) not use the Proprietary Information except for the Purpose; (iii) promptly return or destroy, at the Disclosing Party\u2019s request, all materials and documentation containing the Proprietary Information received hereunder except for copies of any computer records or electronic files containing the Proprietary Information, which have been created by automated processes such as archiving or back-up procedures; (iv) take all reasonably necessary precautions to protect the confidentiality of the Proprietary Information received hereunder and exercise at least the same degree of care in safeguarding the Proprietary Information as Recipient, its Affiliates, or its or their Authorized Parties would with its own proprietary information; (v) inform all Authorized Parties of Recipient and its Affiliates to whom Proprietary Information may be disclosed or made available of the proprietary interest of the Disclosing Party therein and of the obligations of Recipient with respect thereto; and (vi) promptly advise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the Proprietary Information.\n2.2. The Recipient further agrees that prior to disclosing any Proprietary Information to its Affiliates, or its or their Authorized Parties, as allowed hereunder, the Receiving Party shall advise such Affiliates and/or Authorized Parties of the proprietary nature of the Proprietary Information, and either: (x) direct them to abide by the terms of this Agreement; or (y) ensure that they are under written agreement with the Recipient that establishes non-disclosure and limited use restrictions regarding the Proprietary Information that are no less restrictive than those set forth herein. The Recipient agrees to be responsible for any breach of this Agreement by its Affiliates and its or their Authorized Parties.\n2.3. Curtiss-Wright and Company agree that Proprietary Information may be disclosed under this Agreement with appropriate restrictive legends provided thereon to the U.S. Government under the provisions of FAR, or similar regulations of other Government agencies limiting use and disclosure, but only to the extent such limited use or disclosure is specifically related to the Purpose. If either party or any of their respective Affiliates or Authorized Parties is requested or required, by interrogatories, subpoena, or similar legal process, to disclose any Proprietary Information, such party agrees to provide the Disclosing Party with prompt written notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order, waive compliance by the Recipient with the provisions of this Agreement, or both. If, absent the entry of a protective order or receipt of a waiver, the Recipient is, in the opinion of its counsel, legally compelled to disclose such Proprietary Information, the Recipient may disclose such Proprietary Information to the persons and to the extent required without liability under this Agreement and will use best efforts to obtain confidential treatment for any Proprietary Information so disclosed.\n2.4. This Agreement shall be effective as of the Effective Date below and shall expire three (3) years after the Effective Date. Either party may terminate this Agreement without cause by giving thirty (30) days prior written notice of termination to the other party. The obligation of confidentiality and non-disclosure with respect to Proprietary Information shall expire on the later of the date: (i) that is five (5) years from the Effective Date below; or (ii) when the Proprietary Information is no longer protected as a trade secret under applicable law.\n3. EXPORT CONTROL\nRecipient agrees that it will not export, re-export, resell or transfer, or otherwise ship or deliver any Proprietary Information, product, assembly, component or any technical data or software which violates any export controls or limitations imposed by the United States or any other governmental authority, or to any country for which an export license or other governmental approval is required at the time of export without first obtaining all necessary licenses or other approvals. The Recipient shall indemnify and hold the Disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorneys\u2019 fees and all other expenses arising from the failure of the Recipient to comply with this clause and any local, state, provincial, or federal regulations governing the transfer of controlled information or data.\n4. MISCELLANEOUS\nThe Disclosing Party retains all right, title and interest in and to its Proprietary Information and, except as provided herein, no license or other right, express or implied is hereby transferred to the Receiving Party, including any license by implication, estoppel or otherwise, under any copyrights, mask works, trademarks, trade secrets, patents or other proprietary rights now held by, or which may be obtained by, or which is or may be licensable by the Disclosing Party. NEITHER PARTY MAKES ANY WARRANTIES REGARDING ITS PROPRIETARY INFORMATION AND THE PROPRIETARY INFORMATION IS PROVIDED \u201cAS IS\u201d. EACH PARTY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS PROPRIETARY INFORMATION, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF NON-INFRINGEMENT. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to principles of conflicts of law. The parties agree to submit to the jurisdiction of the courts located in the Commonwealth of Pennsylvania as appropriate, in litigating any dispute hereunder. Neither party may assign this Agreement without the prior written consent of the other party which consent shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.\nIN WITNESS WHEREOF, Curtiss-Wright and Company have entered into this Agreement as of the Effective Date set forth below.\nCurtiss-Wright Electro-Mechanical Corporation [insert Company name]\nBy: By:\nName: Name:\nTitle: Title:\nEffective Date:\n", - "spans": [ - [ - 0, - 35 - ], - [ - 36, - 416 - ], - [ - 417, - 425 - ], - [ - 426, - 779 - ], - [ - 780, - 789 - ], - [ - 790, - 958 - ], - [ - 959, - 973 - ], - [ - 974, - 1256 - ], - [ - 1256, - 1404 - ], - [ - 1405, - 2032 - ], - [ - 2032, - 2272 - ], - [ - 2272, - 2333 - ], - [ - 2333, - 2484 - ], - [ - 2484, - 2649 - ], - [ - 2649, - 2815 - ], - [ - 2815, - 3206 - ], - [ - 3206, - 3344 - ], - [ - 3345, - 3363 - ], - [ - 3364, - 3493 - ], - [ - 3493, - 3821 - ], - [ - 3821, - 3886 - ], - [ - 3886, - 4235 - ], - [ - 4235, - 4562 - ], - [ - 4562, - 4817 - ], - [ - 4817, - 4953 - ], - [ - 4954, - 5263 - ], - [ - 5263, - 5323 - ], - [ - 5323, - 5548 - ], - [ - 5548, - 5674 - ], - [ - 5675, - 6061 - ], - [ - 6061, - 6539 - ], - [ - 6539, - 6956 - ], - [ - 6957, - 7086 - ], - [ - 7086, - 7225 - ], - [ - 7225, - 7357 - ], - [ - 7357, - 7418 - ], - [ - 7418, - 7518 - ], - [ - 7519, - 7536 - ], - [ - 7537, - 8025 - ], - [ - 8025, - 8376 - ], - [ - 8377, - 8393 - ], - [ - 8394, - 8873 - ], - [ - 8873, - 8999 - ], - [ - 8999, - 9247 - ], - [ - 9247, - 9378 - ], - [ - 9378, - 9537 - ], - [ - 9537, - 9680 - ], - [ - 9680, - 9833 - ], - [ - 9834, - 9955 - ], - [ - 9956, - 10023 - ], - [ - 10024, - 10031 - ], - [ - 10032, - 10043 - ], - [ - 10044, - 10057 - ], - [ - 10058, - 10073 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34, - 35, - 36 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 18, - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 18, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18, - 20 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.curtisswright.com/files/doc_suppliers/ems-division/electro-mechanical-division-emd-cheswick/sm-fm-14-01-rev-1-reciprocal-non-disclosure-agreement.pdf" - }, - { - "id": 372, - "file_name": "standard_clinical_trial_nda2.pdf", - "text": "NON-DISCLOSURE AGREEMENT FOR EVALUATION OF CLINICAL STUDIES\nEffective Date:\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is made as of the Effective Date by and between (\u201cDiscloser\u201d) having an address at:\nand the Regents of the University of Michigan (\u201cInstitution\u201d) having business offices at 3003 S. State St., 1000 Wolverine Tower, Ann Arbor, MI 48109-1274.\n1. Background. From time to time during the term of this Agreement, Discloser may disclose to Institution certain confidential information concerning Discloser\u2019s clinical studies for the purpose of permitting Institution to evaluate whether to conduct clinical studies sponsored by Discloser (the Purpose\u201d). A general description of the confidential information to be disclosed is attached as Appendix A.\n2. Confidential Information. \u201cConfidential Information\u201d means any information, including investigator\u2019s brochures, case report forms and protocols, disclosed by or on behalf of Disclosure identified as confidential when first disclosed and provided in tangible form, or if disclosed orally summarized in a writing provided by the Discloser to Institution within twenty (20) days after oral disclosure, other than information that:\n(a) is or becomes generally available to the public other than as a result of disclosure by Institution;\n(b) is already known by or in the possession of Institution at the time of disclosure by Discloser;\n(c) is independently developed by Institution without use of or reference to Discloser\u2019s Confidential Information; or\n(d) is obtained by Institution from a third party that has not breached any obligations of confidentiality.\n3. Maintenance of Confidentiality\n3.1 Use. Institution agrees to use the Confidential Information only for evaluation purposes to determine whether to conduct clinical studies sponsored by Discloser. Institution shall not use the Confidential Information for its own benefit or the benefit of another. 3.2 Non-Disclosure. Institution agrees not to disclose or otherwise make available any of the Confidential Information to anyone except those employees and agents of Institution who need to know the Confidential Information to carry out the Purpose and who are bound by obligations of non-use and non-disclosure substantially similar to those set forth herein. Institution shall be responsible for any disclosure or use of the Confidential Information by its employees or agents.\n3.3 Care. Institution shall protect Discloser\u2019s Confidential Information using not less than the same care it uses with respect to its own confidential information, but at all times at least reasonable care.\n3.4 Required Disclosure. Institution may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that Institution promptly provides to Discloser prior written notice of such disclosure.\n4. Ownership of Confidential Information. Institution agrees that Discloser shall retain all rights to the Confidential Information. No license of any such rights to Institution is granted or implied.\n5. Term and Continuing Obligations\n5.1 Term. This Agreement shall commence as of the Effective Date, and continue for a period of one (1) year, or until earlier terminated by one party providing written notice of termination to the other, whichever comes first.\n5.2 Survival. Institution's duty to protect Discloser\u2019s Confidential Information shall survive the termination or expiration of this Agreement for a period of five (5) years.\n5.3 Return or Destroy. Institution shall promptly return or, at Discloser\u2019s option, destroy, all Discloser\u2019s Confidential Information related to a clinical study if Institution does not participate in such clinical study, upon termination or expiration of this Agreement, or upon written request by the Discloser, provided however, that Institution may retain in confidence under this Agreement one archived copy of the Discloser\u2019s Confidential Information solely for the purpose of administering Institution\u2019s obligations hereunder.\n6. Injunctive Relief. Institution agrees that (i) any breach of this Agreement may result in significant and irreparable damage to Discloser, and (ii) Discloser shall be entitled, in addition to any other remedies available at law, to seek injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach of this Agreement.\n7. Miscellaneous\n7.1 No Obligation. This Agreement does not obligate the parties to enter into negotiations or any subsequent agreement. Any agreement concerning a relationship can only be made in a definitive written agreement, executed on behalf of each party by an authorized representative.\n7.2 Entire Agreement. This Agreement is the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements between the parties relating to the subject matter hereof. No agreement modifying or waiving any provision of this Agreement shall be binding unless made in a writing that references this Agreement and is signed by the parties. Facsimile or electronic signed copies shall have the same effect as originals.\nC. Colthorp\nIN WITNESS WHEREOF, the duly authorized representatives designated below have executed this Agreement as of the Effective Date.\nDISCLOSER THE REGENTS OF THE UNIVERSITY OF MICHIGAN\nSignature: Signature:\nAuthorized Representative: Authorized Representative:\nTitle: Title:\nDate: Office of Research and Sponsored Projects\nDate:\nAppendix A\nClinical Study Information\nProtocol Title:\nName of Clinical Drug or Device:\nClinical Trial Phase:\nDisease or condition to be studied:\nRecipient Investigator\u2019s Contact Information:\nName:\nDepartment:\nPhone:\nE-mail:\nAppendix B\nInvestigator Acknowledgement1\nI have read and understood y oligations as an emplyee of the Universty of Mihigan:\nInvestigator\u2019s Signature:\nDate:\n1 U-M does not require his Aknowledgment. Howver, the Disclsing Party may equest ORSP to obtain prior to executing he NA.\nApproved by: Last Revised By: .\n", - "spans": [ - [ - 0, - 59 - ], - [ - 60, - 75 - ], - [ - 76, - 203 - ], - [ - 204, - 359 - ], - [ - 360, - 375 - ], - [ - 375, - 668 - ], - [ - 668, - 764 - ], - [ - 765, - 794 - ], - [ - 794, - 1195 - ], - [ - 1196, - 1300 - ], - [ - 1301, - 1400 - ], - [ - 1401, - 1518 - ], - [ - 1519, - 1626 - ], - [ - 1627, - 1660 - ], - [ - 1661, - 1827 - ], - [ - 1827, - 1929 - ], - [ - 1929, - 1949 - ], - [ - 1949, - 2290 - ], - [ - 2290, - 2408 - ], - [ - 2409, - 2419 - ], - [ - 2419, - 2616 - ], - [ - 2617, - 2642 - ], - [ - 2642, - 2873 - ], - [ - 2874, - 2916 - ], - [ - 2916, - 3007 - ], - [ - 3007, - 3074 - ], - [ - 3075, - 3109 - ], - [ - 3110, - 3120 - ], - [ - 3120, - 3336 - ], - [ - 3337, - 3351 - ], - [ - 3351, - 3511 - ], - [ - 3512, - 3535 - ], - [ - 3535, - 4045 - ], - [ - 4046, - 4068 - ], - [ - 4068, - 4092 - ], - [ - 4092, - 4192 - ], - [ - 4192, - 4407 - ], - [ - 4408, - 4424 - ], - [ - 4425, - 4444 - ], - [ - 4444, - 4545 - ], - [ - 4545, - 4702 - ], - [ - 4703, - 4725 - ], - [ - 4725, - 4917 - ], - [ - 4917, - 5086 - ], - [ - 5086, - 5164 - ], - [ - 5165, - 5176 - ], - [ - 5177, - 5304 - ], - [ - 5305, - 5356 - ], - [ - 5357, - 5378 - ], - [ - 5379, - 5432 - ], - [ - 5433, - 5446 - ], - [ - 5447, - 5494 - ], - [ - 5495, - 5500 - ], - [ - 5501, - 5511 - ], - [ - 5512, - 5538 - ], - [ - 5539, - 5554 - ], - [ - 5555, - 5587 - ], - [ - 5588, - 5603 - ], - [ - 5603, - 5609 - ], - [ - 5610, - 5645 - ], - [ - 5646, - 5691 - ], - [ - 5692, - 5697 - ], - [ - 5698, - 5709 - ], - [ - 5710, - 5716 - ], - [ - 5717, - 5724 - ], - [ - 5725, - 5735 - ], - [ - 5736, - 5765 - ], - [ - 5766, - 5848 - ], - [ - 5849, - 5874 - ], - [ - 5875, - 5880 - ], - [ - 5881, - 5923 - ], - [ - 5923, - 6002 - ], - [ - 6003, - 6029 - ], - [ - 6029, - 6034 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 11 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://orsp.umich.edu/sites/default/files/standard_clinical_trial_nda2.pdf" - }, - { - "id": 373, - "file_name": "standard_nda.pdf", - "text": "If you want to enter into a formal confidentiality agreement with Fabforma, you would need to opt for a NDA project. After submitting your Enquiry, you shall receive an email from Fabforma with a signed version of this template. You would need to email us at support@fabforma.com, a scanned copy (with your signature on all pages) If opting for a NDA project, please go through all the clauses in this NDA template before you decide to submit your of the document.\nproject Enquiry on Fabforma.\nNON-DISCLOSURE AGREEMENT\nNOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:\n\"Confidential information\n1. \u201cConfidential information\u201d - For purposes of this Agreement, \" means and includes all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged and any data or information that is confidential to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:\nAny trade secrets, proprietary documents, business plans, process, structure or practices;\nAny concepts, reports, data, know-how, works-in-progress, designs, drafts, blueprints, 3D models, development tools, specifications;\nAny and all product information, service information or details of deliverables;\nAny marketing strategies, plans, financial information, or projections; operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies;\nAny other information that should reasonably be recognized as Confidential information of the Disclosing Party;\nConfidential information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated as Confidential information. The Receiving Party acknowledges that the Confidential information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential information as trade secrets. The Receiving Party shall use the Confidential information solely for and in connection with the Purpose. Notwithstanding any other provision of this Agreement, the Parties acknowledge that Confidential information shall not include any information that,\nis or becomes legally and publicly available without breach of this Agreement by the Receiving Party;\nwas rightfully in the possession of the Receiving Party without any obligation of confidentiality; or is disclosed or is required to be disclosed under any relevant law, regulation or order of court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided the opportunity to contest it, and the scope of such disclosure is limited to the extent possible.\n2. The obligations of the Receiving Party respecting disclosure and confidentiality shall continue to be binding and applicable without limit in point in time except and until such information enters the public domain. Also, the terms of this Agreement shall survive the termination of discussions between the Parties regarding a potential relationship between the Parties. Upon any demand made by Disclosing Party, the Receiving Party shall immediately cease any and all disclosures or uses of Confidential information.\n3. The Receiving Party shall hold in strict confidence and shall not disclose to any third party, nor make it accessible in any other manner, the Confidential information of the Disclosing Party. The Receiving Party also agrees to protect the confidentiality of all the Confidential information with the same degree of care with which it protects the confidentiality of its own Confidential information. The Receiving Party shall use all such Confidential information only for the purpose of the aforementioned project and shall not use or exploit such Confidential information, at any time, for its own benefit or the benefit of another without the prior written consent of the Disclosing Party.\n4. Furthermore, the Receiving Party also agrees to the following:\nthat it may disclose the Confidential information only to its employees, affiliates, agents, contractors on a need-to-know basis in order to complete the aforementioned project and only if such employees, affiliates, agents or contractors have executed similar written non-disclosure agreements with the Receiving Party;\nthat it will take all necessary measures to ensure that the Confidential Information is not copied, duplicated, distributed, reverse engineered or reproduced in any other manner except as needed for the completion of the aforementioned project;\nthat it will immediately notify the Disclosing Party, in writing, of any actual or potential misuse or misappropriation of such Confidential information that may come to its attention;\nthe Receiving Party may be required to disclose the Confidential information to comply with a court order or similar legal process, provided that the Receiving Party provides prior written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.\n5. All rights, title and interest in and to the Confidential information shall remain with the Disclosing Party or its licensors. The Disclosing Party or its licensors, as the case may be, provides the Receiving Party a limited, non-exclusive, revocable, and non-transferable license for using the Confidential information solely for the purpose of providing the Receiving Party\u2019s Services to the Disclosing Party.\n6. The Receiving Party shall, upon the written request by the Disclosing Party at any time, immediately return to the Disclosing Party all Confidential information and all documents or media containing any such Confidential information (and all copies and reproductions thereof, including, without limitation, all back-up copies in electronic formats). If the Confidential information is in a form which is incapable of return, then it shall be destroyed or erased completely by the Receiving Party.\n7. This Agreement does not obligate the Parties to enter into any transaction or any subsequent agreement with each other. Both parties agree not to take or allow to be taken any action during the term of this Agreement that has the effect of circumventing the terms of this Agreement, it being the intent of the parties that each abide by both the letter and the spirit of the terms of this Agreement.\n8. No Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Parties. This Agreement shall be binding upon all the Parties hereto and their respective successors and assigns.\n9. This Agreement may not be amended or terminated, in whole or in part, without the prior written agreement of all Parties. It supersedes all prior agreements, written or oral, between the Parties, relating to the Confidential information.\n10. The failure of any Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement becomes invalid or null and void, then neither the validity, nor enforceability of the remainder of this Agreement shall be affected.\n11. The Receiving Party acknowledges that if the Receiving Party fails to comply with any of its obligations hereunder, the Disclosing Party may suffer immediate, irreparable harm for which monetary damages may not be adequate.\nFurthermore, the Receiving Party acknowledges that damages are not a sufficient remedy for the Disclosing Party for any breach of any of the Receiving Party\u2019s undertakings herein provided and the Receiving Party further acknowledges that the Disclosing Party is entitled to, without limitation to, the other rights guaranteed under this Agreement, to specific performance or injunctive relief (as appropriate) as one of the remedies for any breach or threatened breach of those undertakings by the Receiving Party, in addition to any other remedies available to the Disclosing Party in law or in equity.\n12. It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of these Terms and any disputes arising here from will be resolved through a two-step Alternate Dispute Resolution (\u201cADR\u201d) mechanism. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms. \u2022 Mediation. The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally.\n\u2022 Arbitration. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings will be held in Bangalore, Karnataka, India and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings.\n13. This Agreement shall be construed and governed in accordance with the laws of India and the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of India. In the event that any Party fails to honour this Agreement or any dispute arises hereunder, the Parties hereto consent, stipulate and agree that when a dispute arises as to any terms or enforcement of this Agreement, same shall be submitted to binding arbitration pursuant to the laws of India.\n14. In the event of the failure of either party to perform any of its obligations under this Agreement shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by factors beyond the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, external hacking, breach of security, vandalism, accident, restraint of government, governmental acts, injunctions, strikes and other such incidents beyond the reasonable anticipation and control of the party affected thereby, despite such Party's reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party's failure to perform its obligations under this Agreement.\n", - "spans": [ - [ - 0, - 117 - ], - [ - 117, - 229 - ], - [ - 229, - 331 - ], - [ - 331, - 464 - ], - [ - 465, - 493 - ], - [ - 494, - 518 - ], - [ - 519, - 630 - ], - [ - 631, - 656 - ], - [ - 657, - 1094 - ], - [ - 1095, - 1185 - ], - [ - 1186, - 1318 - ], - [ - 1319, - 1399 - ], - [ - 1400, - 1669 - ], - [ - 1670, - 1781 - ], - [ - 1782, - 1944 - ], - [ - 1944, - 2217 - ], - [ - 2217, - 2323 - ], - [ - 2323, - 2471 - ], - [ - 2472, - 2573 - ], - [ - 2574, - 2989 - ], - [ - 2990, - 3209 - ], - [ - 3209, - 3364 - ], - [ - 3364, - 3510 - ], - [ - 3511, - 3707 - ], - [ - 3707, - 3915 - ], - [ - 3915, - 4207 - ], - [ - 4208, - 4273 - ], - [ - 4274, - 4594 - ], - [ - 4595, - 4839 - ], - [ - 4840, - 5024 - ], - [ - 5025, - 5359 - ], - [ - 5360, - 5490 - ], - [ - 5490, - 5774 - ], - [ - 5775, - 6128 - ], - [ - 6128, - 6274 - ], - [ - 6275, - 6398 - ], - [ - 6398, - 6677 - ], - [ - 6678, - 6808 - ], - [ - 6808, - 6912 - ], - [ - 6913, - 7038 - ], - [ - 7038, - 7153 - ], - [ - 7154, - 7304 - ], - [ - 7304, - 7486 - ], - [ - 7487, - 7714 - ], - [ - 7715, - 8318 - ], - [ - 8319, - 8556 - ], - [ - 8556, - 8694 - ], - [ - 8694, - 8707 - ], - [ - 8707, - 8866 - ], - [ - 8867, - 8882 - ], - [ - 8882, - 9119 - ], - [ - 9119, - 9217 - ], - [ - 9217, - 9347 - ], - [ - 9348, - 9529 - ], - [ - 9529, - 9823 - ], - [ - 9824, - 10010 - ], - [ - 10010, - 10784 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Contradiction", - "spans": [ - 26, - 28 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8, - 9, - 11, - 12 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 26, - 28 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 19, - 30 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 25 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.fabforma.com/assets/admin_default_images/standard_nda.pdf" - }, - { - "id": 374, - "file_name": "stony_hill_buyer_nda.pdf", - "text": "STANDARD BUYER'S NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThe undersigned (the \"Buyer\") understands and acknowledges that STONY HILL BUSINESS BROKERS, LLC (the \"Broker\") has been retained, for an agreed upon commission, to represent _________________________________________ (\u201cSeller\u201d) in the sale of the Business. Buyer understands and acknowledges the Broker is acting as the agent of the Seller and that Broker's primary duty is to represent the interests of the Seller.\nIn order to induce Broker and Seller to furnish information regarding the Business (the \"Information\") to Buyer for Buyer's evaluation and possible purchase of said Business and in consideration for Broker and Seller furnishing such information, Buyer understands, agrees, represents and warrants to Broker and Seller as follows:\n1. The word \"Buyer\u201d, as used herein shall mean and include the undersigned individually, and any partnership, limited liability company, corporation, or any other business entity identified below.\n2. The Information is of a proprietary and confidential nature, the disclosure of which to any other party could result in damages to the Seller and/or Business.\n(a) The Information furnished by Broker or Seller has not been publicly disclosed, has not been made available to Buyer by any party or source other than Broker or Seller and is being furnished only upon the terms and conditions contained in this Agreement;\n(b) Buyer will not disclose the Information, in whole or in part, to any party other than persons within Buyer's organization, including independent advisers/consultants, who have a need to know such Information for purposes of evaluating or structuring the possible purchase of the Business. Buyer accepts full responsibility for full compliance with all provisions of this Agreement by such other persons;\n(c) Buyer will not disclose, except to the extent required by law, to any parties other than the persons described in Paragraph 2(B) above that the Business is available for purchase or that evaluations, discussions or negotiations are taking place concerning a possible purchase;\n(d) Buyer will not utilize, now or at any time in the future, any trade secret(s), as that term may be defined under statutory or common law, that is/are included in the furnished Information for any purpose other than evaluating the possible purchase of the Business, including, without limitation, not utilizing same in the conduct of Buyer's or any other party's present or future business(es);\n(e) In addition to the prohibition against utilizing trade secret(s), Buyer will not utilize any other furnished information for any purpose other than evaluating the possible purchase of the Business; and\n(f) If Buyer decides does not purchase the Business, Buyer will promptly return to Broker all Information previously furnished by Broker or Seller, including any and all reproductions of same, and further, shall destroy any and all analyses, compilations or other material that incorporates any part of said Information.\n3. Buyer will not contact the Seller or Seller's employees, customers, suppliers or agents other than Broker for any reason whatsoever without the prior written consent of the Broker. All contacts with the Seller or such other parties will be made through or by Broker unless otherwise agreed to by Broker, in writing. Seller\u2019s employees may not be aware of the sale of the Business and Buyer agrees not to disclose to Seller\u2019s employees that the Business is for sale, nor identify that Buyer is a possible purchaser of the Business.\n4. The Information furnished by Broker has been prepared by or is based upon representations of the Seller and Broker has made no independent investigation or verification of said Information. Broker makes no representation that the Information is accurate or complete. Buyer hereby expressly releases and discharges Broker from any and all responsibility and/or liability in connection with the accuracy, completeness or any other aspects of the information and accepts sole and final responsibility for the evaluation of the Information and all other factors relating to the Business. Buyer understands and acknowledges that it has been advised to engage attorneys, accountants and other advisors to complete due diligence on the Business offered for sale to verify that the Business is satisfactory. Buyer understands that the future success or failure of the Business is primarily dependent on the Buyer\u2019s knowledge and efforts and is not dependent on the Business\u2019s past volume of business or profitability.\n5. The Information is subject to change or withdrawal without notice and the Business is being offered for sale subject to prior sale or the withdrawal of said offering without notice.\n6. Buyer will indemnify and hold harmless the Broker and Seller from any and all claims or actions arising from Buyer's acts or failures to act in pursuing the possible purchase of the Business, including, without limitation, reasonable attorney's fees and other expenses incurred by Broker and seller.\n7. Buyer will not, for a period of three (3) years from the date hereof, enter into any agreement for the purchase of the Business, in whole or in part, or assist or promote any other party in so doing, unless such agreement to purchase provides for commission to be paid Broker, with the commission being defined as the amount agreed upon by Broker and Seller in the \"Business Listing Contract\u201d, \u201cEngagement Agreement\u201d or similar agreement between those parties. If Buyer violates the foregoing provision, Buyer will be liable for and pay any commission that would have been due to Broker by Seller upon demand without any obligation on Broker's part to first exhaust any legal remedies against Seller.\n8. Buyer represents that Buyer has sufficient financial resources to complete the transaction for the asking price and terms set forth herein. Buyer agrees to provide, upon request by Broker or Seller, financial statements, credit references and other pertinent information evidencing such financial sufficiency.\n9. The performance and construction of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. All sums due hereunder shall be payable at the office of the Broker in Bucks County, Pennsylvania. The parties agree to the exclusive jurisdiction of the state and federal courts in and for Bucks County, Pennsylvania to enforce the terms of this Agreement. Claims for injunctive relief may be filed in any court with appropriate jurisdiction over the matter. All other claims must be arbitrated in accordance with section 11 below.\n10. This Agreement shall be binding upon the Buyer, Buyer's heirs, executors, successors, assigns, administrators or representatives. If any provision of this Agreement shall be held to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and this Agreement shall be construed as if such invalid, void or unenforceable provision had not been contained herein.\n11. Any controversy between the parties arising out of the terms, obligations, covenants or conditions of this Agreement, shall be arbitrated in Bucks County, Pennsylvania on written request of one (1) party served on the other. Such arbitration shall be under the rules of the American Arbitration Association. The arbitrator shall have no authority to change any provisions of this agreement; the arbitrator\u2019s sole authority shall be to interpret or apply the provisions of this Agreement. The expenses of arbitration conducted pursuant to this paragraph shall be born by the parties in such proportion as the Arbitrator shall decide.\n12. The terms and conditions of this Agreement shall also apply to any other business and/or property on which Broker has been retained to represent the owner(s) in the sale thereof and on which Broker or owner(s) has furnished information to Buyer. Further, it shall not be necessary for Buyer to execute any additional agreement(s) to that effect and any terms and conditions of this Agreement that refer to the date hereof shall automatically be adjusted to reflect the date on which Broker or owner(s) initially furnished information to Buyer on such other business and/or property.\n13. The provisions hereof cannot be modified, amended, supplemented or rescinded without the written consent of Broker and this Agreement sets forth the entire agreement and understanding of the parties hereto.\nEXECUTED ON THIS ______ DAY OF ___________________, 201___.\n____________________________________ ________________________________\nTyped/Printed Name of Buyer Typed/Printed Name of Buyer\n(additional buyer/partner)\n____________________________________ ________________________________\nSignature (Individually and as Signature (Individually and as\nDuly Authorized Representative) Duly Authorized Representative)\n____________________________________ ________________________________\nStreet Address E-mail Address\n____________________________________ ________________________________\nCity, State, Zip Code Telephone (fax)\n____________________________________ ________________________________\nTelephone (voice) Telephone (mobile)\nStony Hill Business Brokers, LLC\n", - "spans": [ - [ - 0, - 61 - ], - [ - 62, - 237 - ], - [ - 237, - 279 - ], - [ - 279, - 319 - ], - [ - 319, - 477 - ], - [ - 478, - 807 - ], - [ - 808, - 1004 - ], - [ - 1005, - 1166 - ], - [ - 1167, - 1424 - ], - [ - 1425, - 1718 - ], - [ - 1718, - 1832 - ], - [ - 1833, - 2113 - ], - [ - 2114, - 2511 - ], - [ - 2512, - 2717 - ], - [ - 2718, - 3038 - ], - [ - 3039, - 3223 - ], - [ - 3223, - 3358 - ], - [ - 3358, - 3572 - ], - [ - 3573, - 3766 - ], - [ - 3766, - 3843 - ], - [ - 3843, - 4160 - ], - [ - 4160, - 4376 - ], - [ - 4376, - 4585 - ], - [ - 4586, - 4770 - ], - [ - 4771, - 5073 - ], - [ - 5074, - 5538 - ], - [ - 5538, - 5777 - ], - [ - 5778, - 5921 - ], - [ - 5921, - 6090 - ], - [ - 6091, - 6212 - ], - [ - 6212, - 6311 - ], - [ - 6311, - 6469 - ], - [ - 6469, - 6571 - ], - [ - 6571, - 6643 - ], - [ - 6644, - 6778 - ], - [ - 6778, - 7062 - ], - [ - 7063, - 7292 - ], - [ - 7292, - 7375 - ], - [ - 7375, - 7555 - ], - [ - 7555, - 7699 - ], - [ - 7700, - 7950 - ], - [ - 7950, - 8286 - ], - [ - 8287, - 8497 - ], - [ - 8498, - 8529 - ], - [ - 8529, - 8557 - ], - [ - 8558, - 8595 - ], - [ - 8595, - 8627 - ], - [ - 8628, - 8683 - ], - [ - 8684, - 8710 - ], - [ - 8711, - 8748 - ], - [ - 8748, - 8780 - ], - [ - 8781, - 8842 - ], - [ - 8843, - 8906 - ], - [ - 8907, - 8944 - ], - [ - 8944, - 8976 - ], - [ - 8977, - 9006 - ], - [ - 9007, - 9044 - ], - [ - 9044, - 9076 - ], - [ - 9077, - 9114 - ], - [ - 9115, - 9152 - ], - [ - 9152, - 9184 - ], - [ - 9185, - 9221 - ], - [ - 9222, - 9254 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 13 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://cdn2.hubspot.net/hub/44760/file-14106665-pdf/docs/stony_hill_buyer_nda.pdf?t=1449861629669" - }, - { - "id": 375, - "file_name": "thoughtbot-mutual-nda.pdf", - "text": "Mutual Non-Disclosure Agreement\nTHIS NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made and entered into as of between thoughtbot, inc. having its place of business at 41 Winter Street, 7th Floor, Boston, MA 02108 and , having its place of business at .\n1. Purpose\nThe above named entities wish to explore a business opportunity of mutual interest and in connection with this opportunity wishes to execute this Non Disclosure Agreement (\u201cAgreement\u201d).\n2. Confidential Information\nConfidential information means any information disclosed to by one party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information may also include information disclosed to a party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any information which the Receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party\u2019s files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as \u201cDisclosing Party\u201d in the Agreement and the party receiving the Confidential Information shall be referred to as \u201cReceiving Party\u201d in the Agreement.\n3. Non-use and Non-disclosure\nThe Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discus-sions concerning a potential business relationship between the parties hereto. Receiving Party agrees not to disclose any Con-fidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party\u2019s Confidential Information and which are provided to the Receiving Party hereunder.\n4. Maintenance and Confidentiality Information\nThe Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unau-thorized use of the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly confidential information and shall have its employees, if any, who have access to Confidential Information sign a nonuse and non-disclosure agreement in content substantially similar to the provi-sions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party shall not make any cop-ies of Confidential Information unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party\u2019s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.\n5. No Obligation\nNothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.\n6. No Warranty\nALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS\u201d. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.\n7. Return of Materials\nAll documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party\u2019s request.\n8. No License\nNothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of Company, nor shall this Agreement grant Receiving Party any rights in or to Confidential Information except as expressly set forth herein.\n9. Term\nThis Agreement shall survive for a period of 3 years from the date of disclosure of the Confidential Information.\n10. Remedies\nThe Receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Dis-closing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all legal remedies.\n11. Miscellaneous\nThis Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to conflict of laws principles. This docu-ment contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the Commonwealth of Massachusetts. The parties have executed this Nondisclosure Agreement as of the date first above written.\nIN WITNESS WHEREOF the parties hereto have executed this\nAgreement on the date set forth as written above.\nthoughtbot, inc.\nAuthorized Signature Authorized Signature\nPrinted Name Printed Name and Title\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 249 - ], - [ - 250, - 260 - ], - [ - 261, - 446 - ], - [ - 447, - 474 - ], - [ - 475, - 840 - ], - [ - 840, - 972 - ], - [ - 972, - 1081 - ], - [ - 1081, - 1187 - ], - [ - 1187, - 1314 - ], - [ - 1314, - 1542 - ], - [ - 1542, - 1764 - ], - [ - 1765, - 1794 - ], - [ - 1795, - 1997 - ], - [ - 1997, - 2268 - ], - [ - 2268, - 2509 - ], - [ - 2510, - 2545 - ], - [ - 2545, - 2556 - ], - [ - 2557, - 2729 - ], - [ - 2729, - 3151 - ], - [ - 3151, - 3302 - ], - [ - 3302, - 3496 - ], - [ - 3496, - 3645 - ], - [ - 3646, - 3662 - ], - [ - 3663, - 3907 - ], - [ - 3908, - 3922 - ], - [ - 3923, - 3973 - ], - [ - 3973, - 4092 - ], - [ - 4093, - 4115 - ], - [ - 4116, - 4427 - ], - [ - 4428, - 4441 - ], - [ - 4442, - 4704 - ], - [ - 4705, - 4712 - ], - [ - 4713, - 4826 - ], - [ - 4827, - 4839 - ], - [ - 4840, - 5077 - ], - [ - 5078, - 5095 - ], - [ - 5096, - 5203 - ], - [ - 5203, - 5336 - ], - [ - 5336, - 5444 - ], - [ - 5444, - 5571 - ], - [ - 5571, - 5684 - ], - [ - 5684, - 5819 - ], - [ - 5819, - 5909 - ], - [ - 5910, - 5966 - ], - [ - 5967, - 6016 - ], - [ - 6017, - 6033 - ], - [ - 6034, - 6075 - ], - [ - 6076, - 6111 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 30, - 32 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://thoughtbot.com/documents/thoughtbot-mutual-nda.pdf" - }, - { - "id": 376, - "file_name": "tpi-non-disclosure-agreement_1.pdf", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement is made and entered into by execution of this document or a duplicate hereof effective this ___[Date]___, by and between, TPI Composites, Inc. a company established under the laws of Delaware and having its registered offices at 8501 N. Scottsdale Rd., Suite 280, Scottsdale, Arizona 85253, as well as all of its subsidiaries, affiliates divisions and units of such corporation, entities or businesses related in any way to TPI Composites, Inc., including, but not limited to joint ventures (hereinafter referred to as \"TPI\") and [Insert Company] , having its registered offices at [Address] (hereinafter referred to as \" \"). The term \"Party\" or \"Parties\" as used herein refers to one or both of the foregoing entities, depending on context.\nWHEREAS, TPI is a company that develops and manufactures large-scale composite materials for the wind energy, transportation and military markets;\nWHEREAS, TPI has developed valuable technology, know-how, trade secrets, and other confidential information relating to reinforced plastic composite materials and processes;\nWHEREAS, [Insert Company] desires to receive and examine certain confidential data of TPI relating to composite materials and/or other products that TPI has obtained, designed, manufactured or developed for use in the wind energy, transportation or military markets;\nWHEREAS, TPI is willing to provide [Insert Company] certain confidential and proprietary data relating to the above-referenced technology and processes; and\nWHEREAS, the Parties desire to define and set out the terms and conditions which prevent each of the Parties from any unlawful or unauthorized disclosure of confidential and proprietary information as stipulated hereinbelow.\nNOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the Parties agree as follows:\n1. \u201cProprietary Information,\u201d as used herein, shall mean any and all samples, formula, methods, know-how, technology, software, material, engineering data, specifications, sketches, drawings, schematics, designs, manufacturing processes, test results, compilations, and any other material, information, ideas, concepts or knowledge which a party (the \u201cDisclosing Party\u201d) furnishes to another party (the \u201cReceiving Party\u201d): (i) in written or other tangible form whether marked with a proprietary legend or not, or (ii) in oral or visual form that is identified as proprietary at the time of disclosure and is summarized and designated proprietary in a written memorandum delivered to Receiving Party within thirty (30) days of the disclosure. Examples of such Proprietary Information include, but are not limited to, pricing, computer programs, computer code, modules, scripts, algorithms, features, and modes of operation, inventions (whether or not patentable), techniques, processes, methodologies, know-how, schematics, testing procedures, design and function specifications, documentation, and the features, mode of operation and other details of Disclosing Party\u2019s products and services, as well as the names and expertise of Disclosing Party\u2019s employees, product development plans and forecasts.\nSuch Proprietary Information shall not include information which (1) is in or (other than by an act attributable to the Receiving Party) passes into the public domain; (2) was in the possession of the Receiving Party prior to disclosure thereof by or on behalf of the Disclosing Party; (3) is disclosed to the Receiving Party by a third party who lawfully possesses such information and who is duly authorized or otherwise entitled to disclose such information; (4) is disclosed pursuant to the order or requirement of a government body, court or administration agency; or (5) is independently developed by an employee of the Receiving Party who has not had access to the information disclosed hereunder.\n2. Proprietary Information shall be held in strict confidence by Receiving Party and shall not be used by Receiving Party except for (i) the purposes described in this Agreement, unless disclosure or further use is authorized or consented to in writing by Disclosing Party which consent shall not be unreasonably withheld or delayed and/or (ii) the case where disclosure of the same is required under applicable law or by a governmental order, rule or regulation or by the regulations of any relevant stock exchange or other governmental authority (provided that the Receiving party shall give written notice of such required disclosure to the other party prior to the disclosure).\nSuch consent to disclose Proprietary Information to employees of Receiving Party or its affiliated company (\u201caffiliated Receiving Party\u201d) with a legitimate \u201cneed to know\u201d and only for the purposes described in this Agreement is herewith given, but further consent shall be required for disclosure to others or authorization of use by others. For purposes of this Confidentiality Agreement, an \"affiliated Receiving Party\" means and includes a parent, if any, of Receiving Party and all present and future companies in which Receiving Party, or its parent, individually or collectively, directly or indirectly, through one or more intermediaries, owns or controls fifty percent (50%) or more of the outstanding stock having the right to vote for or appoint directors thereof. Prior to any use or disclosure of Proprietary Information by or to another, Receiving Party shall ensure that the recipient has entered into an agreement limiting the recipient's disclosure and use of Proprietary Information consistent with this Agreement.\n3. To enable the Disclosing Party to disclose \u201ctechnical data\u201d to the Receiving Party in compliance with the requirements of the U.S. Commerce Department\u2019s Export Administrative Regulations, the Receiving Party hereby gives its assurance to the Disclosing Party that the Receiving Party will not knowingly, unless prior written authorization is obtained from the Disclosing Party and the U.S. Commerce Department, export, re-export or otherwise disclose, directly or indirectly, any \u201ctechnical data\u201d (or computer software and any related documentation) received from the Disclosing Party which is not otherwise available to the general public, nor allow the direct product thereof to be shipped directly or indirectly, to any of the countries published on the restrictive list promulgated and amended from time to time by the U.S. Department of Commerce.\nNotwithstanding any other provision of this Agreement, this Paragraph 3 shall survive any termination or expiration of this Agreement.\n4. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof or upon request of the Disclosing Party, the Receiving Party shall certify in writing that all materials containing Proprietary Information (including all copies thereof) have been destroyed. The Receiving Party understands that nothing herein (a) requires the disclosure of any Proprietary Information of the Disclosing Party, which shall be disclosed if at all solely at the option of the Disclosing Party, or (b) requires the Disclosing Party to proceed with any proposed transaction or relationship in connection with which Proprietary Information may be disclosed.\n5. No rights or obligations other than those expressed and recited herein are to be implied from this Agreement. In particular, no licenses are hereby granted directly or indirectly under any patent, copyright, or trademark now held by or which may be obtained by, or which is licensable by Disclosing Party, including but not limited to, any license to make, use or sell any product embodying any Proprietary Information. No other existing Agreement between parties, if any, are modified or terminated by this Agreement. No warranty or representation is made by Disclosing Party hereto that any information transmitted by it hereunder is patentable or copyrightable, or that any such information involves concepts or embodiments that are free of infringement of other rights. Disclosing Party hereto confers no right to Receiving Party to use in advertising, publicity, or otherwise any trademark or trade name of Disclosing Party, nor confers any authorization to Receiving Party to act as an agent on its behalf for any purpose.\n6. This Non-Disclosure Agreement shall remain in full force and effect from the effective date indicated above. Either party may terminate this Agreement by giving the other Party sixty (60) days\u2019 written notice. However the confidentiality obligations and all powers, rights and duties provided herein shall extend for a period of five (5) years following the termination of this Agreement. Neither Party shall assign this Agreement to any third party, without the prior written consent of the other Party.\n7. The Parties acknowledge and agree that due to the unique nature of the Disclosing Party\u2019s Proprietary Information, money damages will not be a sufficient remedy for a breach of this Agreement. Because a violation of any of the provisions of this Agreement will likely cause irreparable loss and harm which cannot be reasonably or adequately compensated by damages in an action at law, the Disclosing Party will be entitled to specific performance and injunctive relief or other appropriate equitable relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity to the Disclosing Party.\n8. This Agreement shall be governed and construed in accordance with the laws of Delaware, without regard to conflicts of law principles. Any dispute, controversy and/or difference which may arise between the Parties out of or in relation to or in connection with this Agreement, or the breach thereof, which cannot be settled by amicable mutual accord without undue delay, shall be filed in the courts of Delaware.\n9. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto relating to the Proprietary Information, whether written or oral, expressed or implied. The Parties agree that this Agreement is severable and that in the event any provision of this Agreement is held to be illegal, invalid or enforceable, the legality, validity and enforceability of the remaining provisions will not be affected or impaired.\nIN WITNESS WHEREOF, the parties have respectively caused duplicates of this document to be executed on their behalf by their proper officers and employees thereunto duly authorized.\n[TPI Composites, Inc.] [Insert Company]\nBy: By:\n(Signature) (Signature)\nName: Name:\n(Print) (Print)\nTitle: Title:\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 45 - ], - [ - 45, - 681 - ], - [ - 681, - 796 - ], - [ - 797, - 943 - ], - [ - 944, - 1117 - ], - [ - 1118, - 1384 - ], - [ - 1385, - 1541 - ], - [ - 1542, - 1766 - ], - [ - 1767, - 1880 - ], - [ - 1881, - 2304 - ], - [ - 2304, - 2394 - ], - [ - 2394, - 2623 - ], - [ - 2623, - 3182 - ], - [ - 3183, - 3200 - ], - [ - 3200, - 3248 - ], - [ - 3248, - 3351 - ], - [ - 3351, - 3469 - ], - [ - 3469, - 3645 - ], - [ - 3645, - 3756 - ], - [ - 3756, - 3887 - ], - [ - 3888, - 4021 - ], - [ - 4021, - 4228 - ], - [ - 4228, - 4569 - ], - [ - 4570, - 4912 - ], - [ - 4912, - 5345 - ], - [ - 5345, - 5601 - ], - [ - 5602, - 6456 - ], - [ - 6457, - 6591 - ], - [ - 6592, - 7076 - ], - [ - 7076, - 7128 - ], - [ - 7128, - 7296 - ], - [ - 7296, - 7453 - ], - [ - 7454, - 7567 - ], - [ - 7567, - 7877 - ], - [ - 7877, - 7976 - ], - [ - 7976, - 8231 - ], - [ - 8231, - 8485 - ], - [ - 8486, - 8509 - ], - [ - 8509, - 8598 - ], - [ - 8598, - 8699 - ], - [ - 8699, - 8878 - ], - [ - 8878, - 8993 - ], - [ - 8994, - 9190 - ], - [ - 9190, - 9537 - ], - [ - 9537, - 9730 - ], - [ - 9731, - 9869 - ], - [ - 9869, - 10146 - ], - [ - 10147, - 10460 - ], - [ - 10460, - 10715 - ], - [ - 10716, - 10897 - ], - [ - 10898, - 10921 - ], - [ - 10921, - 10937 - ], - [ - 10938, - 10945 - ], - [ - 10946, - 10969 - ], - [ - 10970, - 10981 - ], - [ - 10982, - 10997 - ], - [ - 10998, - 11011 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33, - 34, - 37 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 42 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 0, - 10, - 13 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 10, - 11 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 28, - 41 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 20 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 29 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 24 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 21, - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://www.tpicomposites.com/files/doc_downloads/sourcing_and_supply/tpi-non-disclosure-agreement.pdf" - }, - { - "id": 377, - "file_name": "ttp-nda.pdf", - "text": "TTP Non-Disclosure Agreement\n1. Purpose. Technology Transfer Partners (\u201cTTP\u201d) is a group of Micro Focus network administrators and network architects working in school, college, university or government settings. This group meets and shares ideas and experiences, and recommendations about network environments. The purpose of this Non-Disclosure Agreement (\u201cAgreement\u201d) is to protect Confidential Information shared by the parties or by other members of the TTP group in the TTP mailing list or TTP meetings.\nMicro Focus Software Inc. (\"Micro Focus\") and the \"Individual\" identified below agree to the following provisions. The terms \u201cDiscloser\u201d and \u201cRecipient\u201d as used herein apply to both parties to this Agreement in their respective roles as discloser of Confidential Information and recipient of Confidential Information.\n2. Confidential Information. Information that shall be considered \"Confidential Information\" shall be (i) any Information disclosed by Micro Focus, Individual, or another TTP member on the TTP mailing list or during a TTP meeting that contains information regarding the Discloser\u2019s network or business environment or experiences, or information regarding the business plans or personnel or finances of the Discloser, (ii) any information Discloser can show should be reasonably understood to be proprietary to Discloser, and (iii) information marked in writing as \"confidential.\"\nConfidential Information does not include information that (1) is already in Recipient\u2019s possession without obligation of confidence; or (2) Recipient independently develops; or (3) is or becomes publicly available without breach of the Agreement; or (4) Recipient rightfully receives from a third party without obligation of confidence; or (5) Discloser releases for disclosure by giving written consent; or (6) is required to be disclosed by court or regulatory rule or order.\n3. Permissible Use. Recipient may use and disclose the Confidential Information among its internal information technology and management staff for its own internal business purposes. Either party may also disclose on the TTP mailing list Confidential Information previously received on the TTP mailing list or during TTP meetings. Micro Focus may post for use of the TTP program a list of the organizations and individuals that have signed a Micro Focus TTP Non-disclosure Agreement.\n4. Obligation of Confidentiality. For a period of 3 years from the date of disclosure, Recipient agrees to use the same care and discretion as it uses with its own confidential information to avoid, except as expressly permitted in this Agreement, disclosure or publication of Discloser\u2019s Confidential Information. At a minimum shall Recipient use reasonable care to protect Confidential Information.\n5. Ownership. All Confidential Information remains the property of the Discloser and/or its licensors.\n6. Freedom of Use. Recipient shall be free to use for any purposes Residuals resulting from access to or work with Discloser\u2019s Confidential Information. However, the foregoing does not give Recipient the right to disclose the financial, statistical, or personnel information or the business plans of Discloser, and shall not be deemed to grant to either party a license under the other party\u2019s copyrights or patents. The term \"Residuals\" means information which may be retained in non-tangible form by persons who have had access to the Confidential Information, including without limitation general ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment or reassignment of personnel.\nExcept as otherwise provided in this Agreement, the parties acknowledge that the communications hereunder will not serve to impair the right of either party to independently develop, make, use, procure or market products or services now or in the future that may be similar to or competitive with those offered by Discloser, nor require Recipient to disclose any planning or other information to Discloser. This Section shall survive termination of this Agreement.\n7. Termination. This Agreement shall begin on the date it is executed and shall extend until that date which is six (6) months after the date on which Individual ceases to be a participant in TTP. Either party may terminate this Agreement for its convenience upon written notice to the other. Upon termination of this Agreement, or earlier upon Discloser\u2019s request, Recipient shall promptly return or destroy all documents and tangible items in its possession which contain any part of the Confidential Information of Discloser. Upon Agreement termination, all obligations of confidentiality shall survive and continue to bind Recipient in accordance with their terms.\n8. Disclaimer. All Confidential Information is provided AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Discloser does not represent or warrant the accuracy or completeness of the Confidential Information, that it will release any related product, or that target dates will be met. The entire risk arising out of the use of the Confidential Information remains with Recipient. Discloser may change or cancel its plans at any time.\n9. Limitation of Liability. IN NO EVENT SHALL DISCLOSER BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF RECIPIENT'S USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION.\n10. General.\na. This Agreement shall be governed and construed in accordance with the laws of Utah (without regard to conflicts of laws provisions). In any legal proceeding arising out of this Agreement, the prevailing party shall be entitled to an award of its costs and reasonable attorneys' fees. The parties agree that Utah state and federal courts shall have jurisdiction and venue in any such proceeding.\nb. Export Constraints. Recipient shall follow U.S. Export Administration laws and regulations and shall not export or re-export any technical data or products received from Discloser or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration regulations unless properly authorized by the U.S. government.\nc. Neither party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent, which shall not be unreasonably withheld. The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by the terms and conditions. Further, they agree that the complete and exclusive statement of the agreement between the parties relating to this subject shall consist of this Agreement.\n", - "spans": [ - [ - 0, - 19 - ], - [ - 19, - 28 - ], - [ - 29, - 41 - ], - [ - 41, - 213 - ], - [ - 213, - 312 - ], - [ - 312, - 509 - ], - [ - 510, - 625 - ], - [ - 625, - 827 - ], - [ - 828, - 857 - ], - [ - 857, - 930 - ], - [ - 930, - 1245 - ], - [ - 1245, - 1353 - ], - [ - 1353, - 1407 - ], - [ - 1408, - 1467 - ], - [ - 1467, - 1545 - ], - [ - 1545, - 1586 - ], - [ - 1586, - 1659 - ], - [ - 1659, - 1749 - ], - [ - 1749, - 1817 - ], - [ - 1817, - 1886 - ], - [ - 1887, - 1907 - ], - [ - 1907, - 2070 - ], - [ - 2070, - 2218 - ], - [ - 2218, - 2370 - ], - [ - 2371, - 2405 - ], - [ - 2405, - 2686 - ], - [ - 2686, - 2771 - ], - [ - 2772, - 2786 - ], - [ - 2786, - 2874 - ], - [ - 2875, - 2894 - ], - [ - 2894, - 3028 - ], - [ - 3028, - 3292 - ], - [ - 3292, - 3534 - ], - [ - 3534, - 3639 - ], - [ - 3640, - 4047 - ], - [ - 4047, - 4104 - ], - [ - 4105, - 4121 - ], - [ - 4121, - 4302 - ], - [ - 4302, - 4398 - ], - [ - 4398, - 4634 - ], - [ - 4634, - 4773 - ], - [ - 4774, - 4789 - ], - [ - 4789, - 4895 - ], - [ - 4895, - 5073 - ], - [ - 5073, - 5168 - ], - [ - 5168, - 5221 - ], - [ - 5222, - 5250 - ], - [ - 5250, - 5431 - ], - [ - 5431, - 5514 - ], - [ - 5515, - 5527 - ], - [ - 5528, - 5664 - ], - [ - 5664, - 5815 - ], - [ - 5815, - 5925 - ], - [ - 5926, - 5949 - ], - [ - 5949, - 6283 - ], - [ - 6284, - 6455 - ], - [ - 6455, - 6581 - ], - [ - 6581, - 6737 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28, - 31 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9, - 10, - 32 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 9, - 10, - 11, - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 35, - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 15, - 34 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 17 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "Contradiction", - "spans": [ - 21, - 30 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www.thettp.org/system/files/non-nda/documents/non-disclosure-agreement/ttp-nda.pdf" - }, - { - "id": 378, - "file_name": "vmw-certification-conduct-policy.pdf", - "text": "C E R T I F I C A T I O N P O L I C Y\nNONDISCLOSURE AGREEMENT /\nCONDUCT POLICY\nRecipient agrees that all information disclosed by the Company to Recipient, including without limitation information acquired by Recipient from Company employees or inspection of the Company\u2019s property, relating to (without limitation) the Company\u2019s products, designs, business plans, business opportunities, finances, research, development, know-how or personnel, and confidential information disclosed to the Company by third parties, shall be considered Confidential Information. Recipient agrees to maintain the confidence of the Confidential Information and to prevent its unauthorized dissemination; provided however, that Confidential Information shall not include information which (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of Recipient, (ii) is known by Recipient at the time of disclosure, (iii) is independently developed by Recipient without the use of any Confidential Information, (iv) is lawfully obtained by Recipient from a third party without violation of a confidentiality obligation, or (v) the Company agrees in writing may be disclosed by Recipient.\nRecipient expressly agrees not to use the Confidential Information for purposes other than those necessary to consider the possibility of entering into a business relationship with the Company.\nAll Confidential Information remains the property of the Company and no license or other rights in the Confidential Information is granted hereby. All information is provided \u201cas is\u201d and without any warranty, express, implied, or otherwise, regarding its accuracy or performance. Recipient agrees to return to the Company immediately upon the Company\u2019s written request all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. Recipient agrees to comply with all United States export controls with respect to the Confidential Information.\nRecipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Recipient agrees that the Company shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies it may have.\nThis Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California as they apply to contracts entered into and wholly to be performed in the State of California. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.\nPrior to taking YOUR exam, you will be required to accept the terms and conditions of the VMware NONDISCLOSURE AGREEMENT (NDA). You will view the agreement on screen before the exam starts. If you choose NOT to agree to the NONDISCLOSURE AGREEMENT (NDA) after you select Begin Exam, your exam will be immediately cancelled and you will forfeit your exam fee.\nBY CLICKING THE \u201cYES, I AGREE\u201d BUTTON ON THE EXAM ENTRY SCREEN, YOU STATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. 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In connection with discussions between [INSERT LEGAL ENTITY NAME OF SUPPLIER] (\u201cCompany\u201d) and the Wayne Fueling Systems LLC with respect to a transaction involving the purchase and/or sale of goods and/or services (the \u201cTransaction\u201d), each party (as to information disclosed by it, the \u201cDisclosing Party\u201d) is prepared to furnish the other party (as to information received by it, the \u201cReceiving Party\u201d) with certain confidential and proprietary information. \u201cConfidential Information\u201d as used in this agreement (the \u201cAgreement\u201d) shall mean all such information that is or has been disclosed by the Disclosing Party or its Affiliates (defined below): (i) in writing or by email or other tangible electronic storage medium and is clearly marked \u201cConfidential\u201d or \u201cProprietary\u201d; or (ii) orally or visually, and then followed within ten (10) working days thereafter with a disclosure complying with the requirements of clause (i) above. Confidential Information also includes, but is not limited to, personal data as defined in this Agreement or by applicable law, whichever is broader, and personal data shall not be required to be marked \u201cConfidential\u201d or \u201cProprietary\u201d to be treated as Confidential Information under this Agreement. As used in this Agreement, \u201cpersonal data\u201d means any information relating: (i) to an identified; or (ii) to a directly or indirectly identifiable, natural person. All other information shall be deemed to be non-confidential. As used in this Agreement, an \u201cAffiliate\u201d with respect to a party means any entity (including without limitation any individual, corporation, company, partnership, limited liability company or group) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party.\n2. The Receiving Party agrees, except as required by law, to: (i) protect the confidentiality of the other party\u2019s Confidential Information in whatever form maintained, including any notes, summaries, reports, analyses or other material derived by the Receiving Party, its Affiliates, or its or their Authorized Parties (defined below), in whole or in part, from the Confidential Information (collectively, \u201cNotes\u201d); (ii) use the Confidential Information and Notes only for the purposes of evaluating a possible Transaction and the terms thereof; (iii) use the same degree of care as with its own confidential information, which shall be at least a reasonable standard of care, to prevent disclosure of the Confidential Information and Notes, except to its Affiliates, and its or their officers, directors, employees, agents, advisors, representatives, service providers, consultants and/or subcontractors (collectively, \u201cAuthorized Parties\u201d), solely to the extent necessary to permit them to assist the Receiving Party in evaluating the Transaction; and (iv) not disclose to persons (other than those described in clause (iii) above) that the Confidential Information has been made available, that the Receiving Party is considering a possible Transaction or that the parties have had or are having discussions or negotiations with respect thereto. The Receiving Party further agrees that prior to disclosing any Confidential Information to its Affiliates, or its or their Authorized Parties, as allowed hereunder, such Affiliates and/or Authorized Parties will be advised of the confidential nature of the Confidential Information, provided a copy of this Agreement and directed to abide by its terms. The Receiving Party agrees to be responsible for any breach of this Agreement by it, its Affiliates, or its or their Authorized Parties. Each party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement. Accordingly, in the event of any such breach, in addition to any other remedies at law or in equity that a party may have, it shall be entitled to seek equitable relief, including injunctive relief or specific performance or both (although neither party shall be entitled to any special, consequential, indirect, punitive or exemplary damages as a result of a breach of this Agreement, whether a claim is asserted in contract, tort, or otherwise). Obligations in this Section 2 regarding Confidential Information shall, with respect to each disclosure of Confidential Information hereunder, continue for three (3) years from the date of each disclosure of Confidential Information. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain.\n3. This Agreement shall be inoperative as to particular portions of the Confidential Information disclosed by the Disclosing Party if such information: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its Affiliates, or its or their Authorized Parties; (ii) was available on a non-confidential basis prior to its disclosure to the Receiving Party; (iii) is or becomes available to the Receiving Party, its Affiliates, or its or their Authorized Parties on a non-confidential basis from a source other than the Disclosing Party when such source is not, to the best of the Receiving Party\u2019s knowledge, subject to a confidentiality obligation with the Disclosing Party; or (iv) was independently developed by the Receiving Party, its Affiliates, or its or their Authorized Parties, without reference to the Confidential Information, and the Receiving Party can verify the development of such information by written documentation.\n4. If either party decides not to proceed with a Transaction, it will promptly inform the other party of that decision. In addition, the Disclosing Party may elect at any time by notice to the Receiving Party to terminate further access to and such party\u2019s review of the Confidential Information. In any such case or upon any other termination of this Agreement, the Receiving Party will immediately: (i) return all Confidential Information disclosed to it and (ii) destroy, with such destruction to be certified by the Receiving Party, all Notes, without retaining any copy thereof. No such termination of the Agreement or return or destruction of the Confidential Information or Notes will affect the confidentiality obligations of the Receiving Party, its Affiliates, or its or their Authorized Parties, all of which will continue in effect as provided in this Agreement.\n5. Each party shall retain ownership of all Confidential Information and intellectual property it had prior to commencement of the discussions and evaluation referred to in this Agreement, but WAYNE FUELING SYSTEMS LLC shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from discussions between WAYNE FUELING SYSTEMS LLC and the Company, including but not limited to all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights, and the Company will execute assignments as necessary to achieve that result. Nothing in this Agreement shall be deemed to grant a license directly or by implication, estoppel or otherwise, although the parties may provide for such a license in an express written agreement.\n6. If either party or any of their respective Affiliates or Authorized Parties is requested or required, by interrogatories, subpoena or similar legal process, to disclose any Confidential Information or Notes, such party agrees to provide the Disclosing Party with prompt notice of each such request, to the extent practicable, so that the Disclosing Party may seek an appropriate protective order, waive compliance by the Receiving Party with the provisions of this Agreement, or both. If, absent the entry of a protective order or receipt of a waiver, the Receiving Party is, in the opinion of its counsel, legally compelled to disclose such Confidential Information or Notes, the Receiving Party may disclose such Confidential Information or Notes to the persons and to the extent required without liability under this Agreement and will use its best efforts to obtain confidential treatment for any Confidential Information or Notes so disclosed.\n7. This Agreement contains the entire understanding between the parties relating to the subject matter contained herein, and supersedes all prior and collateral communication, reports and understandings between the parties relating thereto. This Agreement is not intended as a teaming, joint venture or other such arrangement. No change, modification or addition to or waiver of any provision of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. Except as provided herein, the parties agree that any disclosures contemplated hereunder, and any discussions or communications between the parties relating thereto, shall not restrict either party\u2019s right to take whatever future actions such party unilaterally determines to be in its best interests, including the right to discontinue discussions with the other party at any time or to undertake similar discussions or to enter into agreements or relationships with third parties covering subjects related to the matters covered herein. All provisions of this Agreement are severable, and if any provision or part thereof is deemed invalid or otherwise unenforceable, then such term shall be construed to reflect the closest lawful interpretation of the parties\u2019 original intent, and the remaining provisions of this Agreement shall remain valid, enforceable and binding. This Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which shall constitute one and the same instrument. Any signature page of any such counterpart, or any facsimile transmission thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any facsimile transmission of any signature of a party shall be deemed an original and shall bind such party. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any loss, unauthorized disclosure or use of the Confidential Information and/or Notes or any other breach of this Agreement by the Receiving Party, its Affiliates, or its or their Authorized Parties. In any such event, the Receiving Party shall help the Disclosing Party in every reasonable way to regain possession of the Confidential Information and/or Notes and shall prevent any further unauthorized disclosure or use. This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except for the foregoing, neither party may assign this Agreement or any of their rights and obligations hereunder or delegate the performance thereof to a third party without the prior written consent of the other party. Except as stated herein, nothing in this Agreement is intended to confer any benefit to any third party or any right to enforce any term of this Agreement. Any failure by a party hereto to enforce the other party\u2019s strict performance of any provision of this Agreement will not constitute a waiver of that party\u2019s right to subsequently enforce such provision or any other provision of this Agreement.\n8. WAYNE FUELING SYSTEMS LLC and Company each agrees to take such measures as may be necessary to ensure that the disclosure of Confidential Information complies with any export control laws which may govern such disclosure. The Receiving Party represents and warrants that no technical data it receives in conjunction with the Confidential Information that is subject to the export control laws of the United States of America (\u201cU.S.\u201d) shall be exported from the U.S. or re-exported from any other country without first complying with all export control laws and regulations of the U.S. Government, including without limitation the requirement for obtaining any export license, if applicable. The Receiving Party shall indemnify and hold the Disclosing Party harmless from all claims, demands, damages, costs, fines, penalties, attorney\u2019s fees and all other expenses arising from its, its Affiliates, or its or their Authorized Parties failure to comply with this clause and/or applicable export control laws and regulations.\n9. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, U.S.A., excluding its conflict of laws rules.\nThis Agreement shall commence on the date last signed below.\n[COMPANY] ___________________________________ WAYNE FUELING SYSTEMS LLC\nSignature: Signature:\nPrint or type Name: Print or type Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 22 - ], - [ - 22, - 31 - ], - [ - 32, - 493 - ], - [ - 493, - 685 - ], - [ - 685, - 814 - ], - [ - 814, - 957 - ], - [ - 957, - 968 - ], - [ - 968, - 1267 - ], - [ - 1267, - 1342 - ], - [ - 1342, - 1367 - ], - [ - 1367, - 1430 - ], - [ - 1430, - 1492 - ], - [ - 1492, - 1827 - ], - [ - 1828, - 1890 - ], - [ - 1890, - 2245 - ], - [ - 2245, - 2375 - ], - [ - 2375, - 2883 - ], - [ - 2883, - 2950 - ], - [ - 2950, - 3178 - ], - [ - 3178, - 3532 - ], - [ - 3532, - 3669 - ], - [ - 3669, - 3779 - ], - [ - 3779, - 4227 - ], - [ - 4227, - 4461 - ], - [ - 4461, - 4661 - ], - [ - 4662, - 4814 - ], - [ - 4814, - 4979 - ], - [ - 4979, - 5074 - ], - [ - 5074, - 5396 - ], - [ - 5396, - 5652 - ], - [ - 5653, - 5773 - ], - [ - 5773, - 5950 - ], - [ - 5950, - 6054 - ], - [ - 6054, - 6114 - ], - [ - 6114, - 6237 - ], - [ - 6237, - 6527 - ], - [ - 6528, - 7203 - ], - [ - 7203, - 7399 - ], - [ - 7400, - 7888 - ], - [ - 7888, - 8351 - ], - [ - 8352, - 8593 - ], - [ - 8593, - 8679 - ], - [ - 8679, - 8856 - ], - [ - 8856, - 9395 - ], - [ - 9395, - 9730 - ], - [ - 9730, - 9923 - ], - [ - 9923, - 10233 - ], - [ - 10233, - 10517 - ], - [ - 10517, - 10740 - ], - [ - 10740, - 10876 - ], - [ - 10876, - 11098 - ], - [ - 11098, - 11254 - ], - [ - 11254, - 11498 - ], - [ - 11499, - 11524 - ], - [ - 11524, - 11724 - ], - [ - 11724, - 12193 - ], - [ - 12193, - 12525 - ], - [ - 12526, - 12677 - ], - [ - 12678, - 12738 - ], - [ - 12739, - 12749 - ], - [ - 12749, - 12785 - ], - [ - 12785, - 12810 - ], - [ - 12811, - 12832 - ], - [ - 12833, - 12872 - ], - [ - 12873, - 12886 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 34 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 36, - 37 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 13, - 17, - 18 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 23, - 24, - 35 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 25, - 29 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 32, - 33, - 34 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 3, - 5, - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 25, - 28 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 15 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "https://www-qa.wayne.com/media/1166/wayne-fueling-systems-mutual-non-disclosure-agreement-final.pdf" - }, - { - "id": 380, - "file_name": "ws-confidentiality-and-non-disclosure-agreement.pdf", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nentered into between\nCee Vee Transport Consultants SA (Pty) Ltd\nRegistration number 2013/037841/07\nOf 5 Sardine Drive, Pennington, 4184, South Africa\n(hereinafter referred to as \u201cthe First Disclosing Party\u201d)\nAnd\nRegistration number ________________________\nOf ________________________________________________\n(hereinafter referred to as \u201cthe Second Disclosing Party\u201d)\n1. INTERPRETATION\n1.1. Unless the context indicates otherwise:\n1.1.1. \u201cCee Vee Transport Consultants SA (Pty) Ltd\u201d means Cee Vee Transport (registration number 2013/037841/07), a company duly registered and incorporated with limited liability in accordance with the company laws of South Africa. Any reference in this agreement to \u201cCee Vee Transport\u201d shall include references to its subsidiaries, associates, joint ventures ad divisions;\n1.1.2. \u201csignature date\u201d means the date upon which this agreement has been signed by all the parties;\n1.1.3. :the Business\u201d means all aspects of the businesses operated by each of the parties and/or any business conducted by its subsidiaries, associated companies and/or divisions (\u201cthe affiliates\u201d), including, without limitation, the business of manufacturing, processing, marketing, selling and distributing consumer products, foodstuffs and related goods and services in respect of the First Disclosing Party;\n1.1.4. \u201cConfidential information\u201d means any information, electronic data and/or documents relating to the Protectable Interests which are not readily available to a competitor of the parties in the ordinary and regular course of business;\n1.1.5. \u201cthe parties\u201d means the First Disclosing Party and the Second Disclosing Party and any of their successors in title;\n1.1.6. \u201cthe Protectable Interests\u201d means collectively each party\u2019s goodwill, its trade secrets, its trade connections, its confidential information and its knowledge and know-how including (without limiting the generality of the aforegoing) information, documents and/or data relating to:\n1.1.6.1. the names, contact details, product ranges, pricing and discounts of any of the suppliers of products and services of the Business;\n1.1.6.2. the names, contract details, product or service specifications, particular requirements and preferences of existing or prospective clients, as well as any discounts given to clients;\n1.1.6.3. agreements with clients, business associates, principals or suppliers of the Business and the terms thereof;\n1.1.6.4. the business philosophy, methods, systems and techniques of the Business;\n1.1.6.5. existing or planned distribution, marketing activities and sales strategies;\n1.1.6.6. the financial structure, details, performance, accounting records and/or operating results of the Business;\n1.1.6.7. technologies; technological know-how and information systems utilised by the Business;\n1.1.6.8. product and service design and plans;\n1.1.6.9. specifications including product specifications, recipes, product formulations; manufacturing processes and/or techniques;\n1.1.6.10. all knowledge obtained by way of research and development;\n1.1.6.11. scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, studies, findings, methodologies, know-how and networking techniques, inventions, designs;\n1.1.6.12. costs of manufacturing plant, equipment, raw materials and other manufacturing consumables;\n1.1.6.13. the strategic planning of the Business, its expansion programmes and its buying, marketing, financial and distribution strategies and policies;\n1.1.6.14. business connections in the Republic of South Africa and overseas;\n1.1.6.15. business acquisitions, disposal, opportunities and strategies;\n1.1.6.16. staff lists, salary levels, employment agreements, training programmes and policies;\n1.1.6.17. the existence and content of the discussions between the parties, as well as any other agreement which may be concluded between the parties pursuant to such discussions; and\n1.1.6.18. All other information in whatsoever form communicated to or acquired by the receiving party during or arising from the discussions between the parties.\n1.2. Clause headings are not to be referred to in interpreting this agreement.\n1.3. Unless the context indicates otherwise, a reference to a person includes natural persons, juristic persons, partnerships, and trusts.\n1.4. Any provision that contemplates performance or observance after the termination or expiry of this agreement or that of necessity must survive termination or expiry shall remain binding and enforceable after termination or expiry.\n1.5. If any provision in Clause 1 confers rights or imposes obligations on any party, it shall be implemented as if it were a substantive provision in the body of the agreement, notwithstanding, that it is contained in clause 1.\n2. INTRODUCTION\n2.1. The parties wish to present business proposals to each and/or wish to discuss and negotiate a future business relationship to their mutual benefit and that of their clients.\n2.2. In the course of the above interactions, the parties may disclose their Confidential Information to any unauthorised third party will cause considerable financial loss to the other party.\n2.3. The parties further acknowledge that each party\u2019s Protectable Interests are legitimate proprietary and commercial interests which each party is entitled to protect.\n2.4. The parties further acknowledge that the disclosure of the Confidential Information to any unauthorised third party will cause considerable financial loss to the other party.\n2.5. The parties accordingly wish to record their agreement with regard to the non-disclosure of the Confidential Information in writing.\n3. NON-DISCLOSURE\n3.1. In the interest of the protection and maintenance of the Protectable Interests, each party undertakes that it shall not, at any time whatsoever and notwithstanding the termination of the business relationship and/or negotiations between the parties for whatsoever reason, without the prior written consent of the other party:\n3.1.1. use, disclose or divulge, whether directly or indirectly, the Confidential Information to any person (whether in the other party\u2019s employ or not) or to any person or entity which is not a party to the agreement;\n3.1.2. use, exploit, disclose, copy, divulge or in any other manner whatsoever apply the Confidential Information disclosed to it for any purpose for which it is disclosed and otherwise than in accordance with the provisions of this agreement;\n3.1.3. derive any benefit, whether directly or indirectly, from the Confidential Information and, without limiting the generality of the aforegoing, be engaged, involved, concerned or interest, whether directly or indirectly, in the economic exploitation of the Confidential Information.\n3.2. The parties shall take all possible steps to prevent the Confidential Information Falling into the hands of unauthorised third parties. In order to give effect to their obligations in terms of the above clause, the parties, prior to making any disclosure, inform every person to whom disclosure of any of the Confidential Information is made in the manner permitted by the above clause of the confidential nature of the information and of the terms imposed by this agreement and shall require them to abide by same. The parties accept full responsibility and vicarious liability for any actions or omissions of any such person insofar as same may result in any disclosure of any of the Confidential Information contrary to the terms of this agreement.\n3.3. The parties acknowledge that the unauthorized disclosure of the Confidential Information of the other party to a third party may cause irreparable loss, harm and damage to the party to whom the Confidential Information belongs and each party therefore indemnifies and holds the other party harmless against any loss, action, expense, claim, harm or damage, of whatever nature, sustained (whether directly or indirectly) by a party as a result of the party\u2019s breach of its obligations in terms of this agreement.\n3.4. Unless the parties otherwise agree in writing, any documents or records relating to the Confidential Information of the other party which come into the possession of either of them during the existence of this agreement or at any time thereafter:\n3.4.1. shall be deemed to form part of the Confidential Information and shall be subject to the terms of this Agreement;\n3.4.2. shall not be copied, reproduced, published or circulated by the party receiving the Confidential Information; and\n3.4.3. shall be surrendered to the party who divulged the Confidential Information on demand and the receiving party shall not retain any copies or extracts thereof.\n4. CESSION IN THE EVENT OF SALE\nShould either party (\u201cthe selling party\u201d) sell their business or any part thereof, then the other party hereby agrees that the selling party shall be entitled to cede the transfer to the purchaser of the business all of the selling party\u2019s right, title and interest in and to this agreement and that the purchaser shall be entitled to enforce the terms of the agreement against the other party as if the purchaser were a signatory to this agreement.\n5. NOTICES AND DOMICILIA\n5.1.1. The parties hereby nominate the physical address set out under their names as their domicilium citandi et excecutandi for the giving of notices, the serving of legal processes and any other purposes arising from this agreement. Each party may change its chosen address in South Africa provided that such change shall only take effect ten days after such party has given written notice of the change to the other party.\n6. GOOD FAITH AND CO-OPERATION\n6.1. In the implementation of this agreement, the parties undertake to observe the utmost good faith and they warrant in their dealings with one another that they shall neither do anything nor refrain from doing anything that might prejudice the rights, assets or interests of the other(s).\n6.2. Each of the parties undertakes to complete, sign and deliver all documents and to do all things within its powers that are necessary to implement the terms of this agreement.\n7. GENERAL\n7.1. This agreement constitutes the whole agreement between the parties in relation to the subject matter hereof and no party shall be bound by any representations, warranties, undertakings or the like not recorded herein.\n7.2. No addition to or variation, consensual termination or novation of this agreement, and no waiver of any right arising from this agreement or its breach or termination shall be valid or enforceable unless it is in writing and signed by all the parties or their duly authorised representatives.\n7.3. No failure to enforce, or delayed or partial enforcement of, a right by any party shall prejudice or derogate from the rights of such party under this agreement, nor shall it constitute a waiver or novation of that party\u2019s rights under this agreement and it shall not estop or otherwise prevent such party from enforcing at any time all its rights arising out of this agreement.\n7.4. This agreement shall be governed by and interpreted in accordance with South African law.\nCEE VEE TRANSPORT CONSULTANTS SA (PTY) LTD\nDATED AT \u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026on this \u2026\u2026\u2026\u2026\u2026..day of\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026..(insert month) \u2026\u2026\u2026..(insert year)\nThe First Disclosing Party:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026............ ______________________________/ For and on behalf of CEE VEE TRANSPORT CONSULTANTS SA (PTY) LTD\nDATED AT\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026on this\u2026\u2026\u2026\u2026\u2026.day of\u2026\u2026\u2026\u2026\u2026\u2026\u2026..(insert month)\n\u2026\u2026\u2026(insert year)\nThe Second Divulging Party:\n\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026\u2026.\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 65 - ], - [ - 66, - 108 - ], - [ - 109, - 143 - ], - [ - 144, - 194 - ], - [ - 195, - 252 - ], - [ - 253, - 256 - ], - [ - 257, - 277 - ], - [ - 277, - 301 - ], - [ - 302, - 305 - ], - [ - 305, - 353 - ], - [ - 354, - 412 - ], - [ - 413, - 430 - ], - [ - 431, - 475 - ], - [ - 476, - 709 - ], - [ - 709, - 850 - ], - [ - 851, - 951 - ], - [ - 952, - 1363 - ], - [ - 1364, - 1602 - ], - [ - 1603, - 1726 - ], - [ - 1727, - 2015 - ], - [ - 2016, - 2156 - ], - [ - 2157, - 2348 - ], - [ - 2349, - 2466 - ], - [ - 2467, - 2549 - ], - [ - 2550, - 2635 - ], - [ - 2636, - 2752 - ], - [ - 2753, - 2848 - ], - [ - 2849, - 2895 - ], - [ - 2896, - 3027 - ], - [ - 3028, - 3096 - ], - [ - 3097, - 3357 - ], - [ - 3358, - 3459 - ], - [ - 3460, - 3613 - ], - [ - 3614, - 3690 - ], - [ - 3691, - 3763 - ], - [ - 3764, - 3858 - ], - [ - 3859, - 4042 - ], - [ - 4043, - 4204 - ], - [ - 4205, - 4283 - ], - [ - 4284, - 4422 - ], - [ - 4423, - 4657 - ], - [ - 4658, - 4886 - ], - [ - 4887, - 4902 - ], - [ - 4903, - 5081 - ], - [ - 5082, - 5274 - ], - [ - 5275, - 5444 - ], - [ - 5445, - 5624 - ], - [ - 5625, - 5762 - ], - [ - 5763, - 5780 - ], - [ - 5781, - 6111 - ], - [ - 6112, - 6330 - ], - [ - 6331, - 6574 - ], - [ - 6575, - 6862 - ], - [ - 6863, - 7004 - ], - [ - 7004, - 7384 - ], - [ - 7384, - 7619 - ], - [ - 7620, - 8136 - ], - [ - 8137, - 8388 - ], - [ - 8389, - 8509 - ], - [ - 8510, - 8630 - ], - [ - 8631, - 8796 - ], - [ - 8797, - 8828 - ], - [ - 8829, - 9278 - ], - [ - 9279, - 9303 - ], - [ - 9304, - 9539 - ], - [ - 9539, - 9729 - ], - [ - 9730, - 9760 - ], - [ - 9761, - 10051 - ], - [ - 10052, - 10231 - ], - [ - 10232, - 10242 - ], - [ - 10243, - 10465 - ], - [ - 10466, - 10763 - ], - [ - 10764, - 11147 - ], - [ - 11148, - 11242 - ], - [ - 11243, - 11285 - ], - [ - 11286, - 11370 - ], - [ - 11371, - 11398 - ], - [ - 11399, - 11425 - ], - [ - 11425, - 11457 - ], - [ - 11457, - 11520 - ], - [ - 11521, - 11582 - ], - [ - 11583, - 11599 - ], - [ - 11600, - 11627 - ], - [ - 11628, - 11649 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 18, - 20, - 37 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 18, - 20, - 21, - 22, - 23, - 24, - 25, - 26, - 28, - 31, - 32, - 33, - 34, - 35, - 36 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41, - 50, - 51, - 52, - 53 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 58, - 61 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 50, - 51 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 50, - 52, - 58, - 60 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Contradiction", - "spans": [ - 50, - 51 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 50, - 52 - ] - } - } - } - ], - "document_type": "search-pdf", - "url": "http://ceevee.co.za/wp-content/uploads/2014/03/ws-confidentiality-and-non-disclosure-agreement.pdf" - }, - { - "id": 382, - "file_name": "24104_0000024104-96-000010_document_3.txt", - "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (\"Agreement\") is made this 21st day of October, 1996, by Valco Inc., a Colorado corporation (\"Valco\") and Thomas E. Brubaker (\"Brubaker\"), in favor of Continental Materials Corporation, a Delaware corporation (\"CMC\").\nPreliminary Recitals:\nWHEREAS, that certain Acquisition Agreement dated the date hereof (the \"Acquisition Agreement\") by Valco and CMC, provides for the acquisition by CMC of certain rights, properties, assets (including a partnership interest) owned or held by Valco;\nWHEREAS, that certain Fee Sand And Gravel Lease dated the date hereof (the \"Lease\") between Valco and CMC provides for the lease by Valco to CMC of certain property containing sand and gravel deposits in Pueblo County, Colorado;\nWHEREAS, Brubaker is presently President and a stockholder of Valco;\nNOW, THEREFORE, in consideration of CMC's agreements and covenants contained in the Acquisition Agreement and the Lease and to induce CMC to consummate the purchase and lease provided for in the Acquisition Agreement and the Lease, Valco and Brubaker hereby covenant and agree with CMC as follows:\n1. Preamble; Preliminary Recitals\nThe preamble and preliminary recitals set forth above are by this reference incorporated in and made a part of this Agreement.\n2. Non-competition\n(a) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of ten (10) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever: (I) engage in the business relating to sand and gravel mining or sales of ready mix concrete, asphalt and construction aggregates, in Pueblo and/or El Paso Counties, Colorado; (ii) operate or own a concrete batch plant, aggregates operation or asphalt plant in Teller County, Colorado; or (iii) except to Valco's present customers and prospective customers in similar businesses, make any sales to any customers in Teller County, Colorado.\n(b) Without the prior written consent of CMC (which may be withheld in CMC's sole discretion), for a period of two (2) years from and after the date hereof, neither Valco nor Brubaker shall, directly or indirectly, whether as a stockholder, individual, partner, agent, representative, employee, employer, director, officer, principal, consultant, advisor, or independent contractor, or through any of the foregoing, or in any other relation or capacity whatsoever, solicit employment of any of Valco's current or former Pueblo area employees who are retained by CMC or any of its subsidiaries in connection with the Pueblo operations, or encourage any such employees to leave the employ of CMC or any of its subsidiaries.\n3. Non-disclosure\n(a) Except as provided in Subsection (b) below, each of Valco and Brubaker agrees that, for a period of ten (10) years from and after the date hereof, all information previously or hereafter disclosed to any of them by CMC in connection with the transactions contemplated by the Acquisition Agreement and Lease and information relating to Valco's (after the date hereof CMC's) Pueblo operations is confidential (collectively, \"Confidential Information\") and shall be held in strict confidence and not disclosed to any person or entity.\n(b) Valco and Brubaker shall have no requirement to keep information confidential, and no such information shall be considered Confidential Information, to the extent any of the following applies: (I) the information was within the public domain at the time it was first known or provided to Valco and Brubaker; (ii) the information was published or otherwise became part of the public domain after it was first known or provided to Valco and Brubaker through no fault of either of them or their respective directors, officers, agents employees or affiliates; or (iii) the information is required to be disclosed (x) by any federal or state law, rule or regulation, (y) by any applicable judgment, order or decree of any court, governmental agency or arbitrator having or purporting to have jurisdiction in the matter, or (z) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding; provided, however, that if any of Valco and Brubaker proposes to disclose the information in accordance with (x), (y) or (z), such party shall, to the extent feasible, first give CMC reasonable prior notice of the proposed disclosure of any such information to the application of such law, rule or regulation, or to appear before any court, governmental agency or arbitration order to contest the disclosure, as the case may be.\n(c) Valco may disclose, on a need to know basis, Confidential Information to directors, officers, employees, attorneys and accountants, subject to the last sentence of this paragraph (c). With CMC's prior written consent (which will not be unreasonably withheld), Valco and Brubaker may disclose, on a need to know basis, Confidential Information to consultants, advisors and institutional lenders, subject to the last sentence of this paragraph (c). Valco also may disclose, on a need to know basis, and subject to the last sentence of this paragraph (c), to any bona fide acquirer (whether by purchase, exchange, merger or otherwise) of the stock, of substantially all of the assets of Valco, or of the interest of Valco under the Lease, the formula under the Lease for determining the Production Royalty Rate, the historical revenues received under the Lease, the total tonnage mined (on an aggregate and not product type basis) under the Lease and total remaining tons to be mined under the Lease, and with CMC's prior written consent (not to be unreasonably withheld), any other information concerning the Lease, but CMC may withhold such consent in its sole discretion as to such other information if in CMC's sole judgment a recipient of such other information is or could be expected to become a competitor of CMC in the Pueblo area. In the case of any permitted disclosure of Confidential Information under this paragraph (c), Valco and Brubaker shall inform such persons of the existence of this Agreement and take all reasonable steps to ensure that such persons comply with the provisions of this Agreement applicable to Valco and Brubaker.\n4. Enforcement; Damages; Construction\n(a) Valco's and Brubaker's obligations hereunder shall be joint and several as long as Brubaker controls Valco. If Brubaker no longer controls Valco, Valco's and Brubaker's obligation herein shall be several. Each of Valco and Brubaker recognizes that it would be impossible to measure in money all the damages which will accrue to CMC by reason of a failure to comply with the restrictions and perform the obligations under this Agreement. Each of Valco and Brubaker hereby acknowledges that CMC would lack an adequate remedy at law and CMC shall, in addition to and not in lieu of money damages, be entitled to specific performance and injunctive relief against Valco and Brubaker in an action or procedure to enforce the provisions hereof. Valco and Brubaker shall reimburse CMC for its expenses, including reasonable attorney's fees, incurred in connection with the enforcement of the provisions hereof relating to a breach of this Agreement by Valco or Brubaker.\n(b) No waiver or amendment to this Agreement shall be valid unless signed in writing by each of Valco, Brubaker and CMC. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, or as applied to any circumstance, under the laws of any jurisdiction which may govern for such purpose, then such provision shall be deemed to be modified or restricted to the extent and in a manner necessary to render the same valid and enforceable, either generally or as applied to such circumstance, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.\n(c) This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of each of Valco, Brubaker and CMC.\n(d) The captions used in this Agreement are for convenience only and shall not be construed to limit or define the scope or intent of any paragraph.\n(e) This Agreement has been executed and delivered in Colorado Springs, Colorado and the validity and interpretation hereof shall be governed in all respects by the laws of the State of Colorado.\nIN WITNESS WHEREOF, each of Valco and Brubaker has executed this Agreement on the day and year first above written.\nVALCO INC.\nBy: ___________________________\nName: Thomas E. Brubaker\nTitle: President\nTHOMAS E. BRUBAKER\nBy: ___________________________\nThomas E. 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TRASK (\"PRINCIPAL\"), PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (\"PHOENIX FOOTWEAR\"), and its wholly-owned subsidiary PFG ACQUISITION, INC., a Montana corporation (\"PFG ACQUISITION\").\nA. Phoenix Footwear, PFG Acquisition and H.S. Trask & Co., a Montana corporation (\"COMPANY\"), have entered into an Agreement and Plan of Merger, dated June 16, 2003 (the \"MERGER AGREEMENT\"), pursuant to which Company shall merge with and into Acquisition Sub and the separate corporate existence of Company shall cease.\nB. Principal is employed as President and Chief Executive Officer of Company and serves as a director of the Company.\nC. It is mutually agreed between Principal, Company and PFG Acquisition that Principal shall resign his employment as President and Chief Executive Officer of Company and as a director, said resignation to take effect as of the date that the Merger between Company and PFG Acquisition becomes effective (the \"MERGER EFFECTIVE DATE\").\nD. It is also mutually agreed between Principal, Company and PFG Acquisition that Principal shall be employed as an employee of the surviving corporation to the Merger (\"SURVIVING CORPORATION\") from the Merger Effective Date to December 31, 2003 and thereafter as a consultant until December 31, 2005. Principal and Surviving Corporation have accordingly entered into an Employment and Consulting Agreement dated August 6, 2003 (the \"EMPLOYMENT AND CONSULTING AGREEMENT\").\nE. Principal owns approximately 38% of the outstanding voting securities of the Company, and will receive considerable financial benefit when the Merger becomes effective.\nF. The Merger Agreement requires that Principal, Phoenix Footwear and PFG Acquisition enter into this Agreement.\nNOW, THEREFORE, in consideration of the foregoing, and of the respective representations, warranties, covenants and agreements contained herein, the parties agree as follows (unless otherwise defined herein, capitalized terms used herein shall have the meanings given such terms in the Merger Agreement):\n1. EFFECTIVE DATE. This Agreement shall take effect on the Merger Effective Date.\n2. NON-COMPETITION. In order to induce Phoenix Footwear and PFG Acquisition to enter into the Merger Agreement and to pay the valuable consideration required thereunder, to create a valuable independent asset of PFG Acquisition, to preserve and protect the goodwill thereof, and to enhance the going concern value and earnings of PFG Acquisition in future years, Principal undertakes and agrees as follows:\n(a) Commencing on the effective date hereof and continuing thereafter until December 31, 2005 (the \"RESTRICTION PERIOD\"), Principal shall not, within the United States (the \"TERRITORY\"), create, seek or accept employment or compensation of any kind or character from any enterprise, or person associated with any enterprise that is engaged or planning to engage, directly or indirectly, in the manufacture, sale, marketing, promotion or sale of products in the brown shoe market segment of the men's footwear business (a \"COMPETING ENTERPRISE\"); provided, however, that Principal may accept employment as a salesman or as a sales representative with any such Competing Enterprise without violating the foregoing.\n(b) During the Term, neither Principal nor any entity in which Principal may be interested (as a principal, owner, partner, joint venturer, trustee, director, officer, shareholder, option holder, security holder, lender, creditor, guarantor, advisor, member or in any other capacity other than solely as a salesman or as a sales representative) shall, within the Territory, engage, directly or indirectly, in any activity that, directly or indirectly, manufactures, markets, promotes or engages in the sale of products in the brown shoe market segment of the men's footwear business; provided, however, that the foregoing shall not be deemed to prevent Principal from investing in securities if (i) such class of securities in which the investment so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than five percent (5%) of the voting power of the entity issuing such securities; and (ii) any other securities so long as such investment holdings do not constitute more than two percent (2%) of the voting power of the entity issuing such securities.\n(c) During the Term, without the Company's written consent, Principal shall not, either in his individual capacity or as an agent for another: (i) hire or offer to hire any of Company's, Phoenix Footwear's or PFG Acquisition's officers, employees, or agents; (ii) entice away or in any other manner persuade or attempt to persuade any of Company's, Phoenix Footwear's or PFG Acquisition's officers, employees, or agents to discontinue their relationship with Company, Phoenix Footwear or PFG Acquisition; (iii) contract, solicit, divert, or attempt to divert from Phoenix Footwear or PFG Acquisition any business whatsoever by influencing or attempting to influence any customer of Company, Phoenix Footwear or PFG Acquisition with whom Company, Phoenix Footwear or PFG Acquisition has engaged in sales discussions prior to the termination of this Agreement; or (iv) contract, solicit, divert, or attempt to divert from Company, Phoenix Footwear or PFG Acquisition any supplier or vendor.\n(d) The covenants set forth in this Section 2 shall be construed as a series of separate covenants covering their subject matter in each of the separate states within the Territory and, except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth above in this Section 2. To the extent that any such covenant shall be judicially unenforceable in any one or more of such states, such covenant shall not be affected with respect to each of the other states in the Territory. Each covenant with respect to each such state in the Territory shall be construed as severable and independent.\n(e) Phoenix Footwear, PGG Acquisition and Principal acknowledge and recognize that these covenants not to compete are integral to the Merger Agreement, that without the protection of such covenants, Phoenix Footwear and PFG Acquisition would not have entered into the Merger Agreement, that the consideration paid by Phoenix Footwear and PFG Acquisition under the Merger Agreement bears no relationship to the damages Phoenix Footwear and PFG Acquisition may suffer in the event of any breach of the covenants, and that such covenants contain reasonable limitations as to time, geographical area and scope of activity to be restrained necessary to protect Phoenix Footwear's and PFG Acquisition's business interests. If this Section 2 shall for any reason be held excessively broad as to time, duration, geographical scope, activity or subject, it shall be enforceable to the extent compatible with then-applicable laws.\n3. CONFIDENTIAL INFORMATION.\n(a) The parties acknowledge and agree that:\n(i) The Company assets being merged into PFG Acquisition pursuant to the Merger Agreement include confidential and proprietary information of Company and, in the course of his employment for PFT Acquisition, Principal may develop and obtain access to confidential and proprietary information of Phoenix Footwear and PFG Acquisition (collectively, the \"CONFIDENTIAL INFORMATION\"), which Confidential Information shall include, without limitation, all of the following materials and information of Company, Phoenix Footwear or PFG Acquisition (whether or not reduced to writing and whether or not patentable or protected by copyright): trade secrets, product specifications, proprietary software systems, sources of data, databases, know-how, formulae, inventions and ideas, designs, sketches, photographs, graphs, drawings, samples, selling and pricing information, procedures, research methodologies, customer lists, business and marketing plans, current and anticipated customer requirements, market studies, supplier lists, operational methods, product development plans and personnel plans. The parties hereto agree that the failure of any Confidential Information to be marked or otherwise labeled as confidential or proprietary information shall not affect its status as Confidential Information.\n(ii) The Confidential Information is confidential and proprietary, and the development and protection of the Confidential Information represents a substantial investment having a great economic and commercial value to Phoenix Footwear and PFG Acquisition.\n(iii) Phoenix Footwear and PFG Acquisition would be irreparably damaged if any of the Confidential Information was disclosed to, or used or exploited on behalf of, any person other than Phoenix Footwear or PFG Acquisition.\n(b) Principal covenants and agrees that he shall not, at any time, during the Restrictions Period, directly or indirectly, use, exploit, or disclose to any person or entity, without the prior written consent of Phoenix Footwear or PFG Acquisition, any Confidential Information, except as expressly authorized by Phoenix Footwear or PFG Acquisition during the performance of Principal's duties for and with PFG Acquisition.\n(c) Notwithstanding the foregoing, Principal may use, exploit, or disclose Confidential Information, but only to the extent that such Confidential Information (i) is or becomes publicly known through no wrongful act of Principal; or (ii) is disclosed pursuant to the requirement of a governmental agency or a court of law or otherwise required by operation of law, provided that Principal gives PFG Acquisition and Phoenix Footwear prompt written notice of such requirement prior to disclosure.\n4. REASONABLENESS OF RESTRICTIONS. PRINCIPAL HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF SECTIONS 2 AND 3 HEREOF AND, HAVING DONE SO, HEREBY AGREES THAT THE RESTRICTIONS SET FORTH IN SUCH SECTIONS ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS OF PHOENIX FOOTWEAR AND PFG Acquisition.\n5. INJUNCTIVE RELIEF.\n(a) Principal acknowledges and agrees that Phoenix Footwear and PFG Acquisition will suffer irreparable harm in the event that Principal breaches any of its obligations under this Agreement, and that monetary damages shall be inadequate to compensate Phoenix Footwear and PFG Acquisition for any such breach. Principal agrees that in the event of any breach or threatened breach by Principal of the provisions of this Agreement, Phoenix Footwear and PFG Acquisition, or either of them, shall be entitled to a temporary restraining order, preliminary injunction, and permanent injunction in order to prevent or restrain any such breach or threatened breach by Principal, or by any or all of Principal's agents, representatives or other persons directly or indirectly acting for, on behalf of, or with Principal.\n(b) Notwithstanding the provisions set forth in Section 5(a) above, or any other provision contained in this Agreement, the parties hereby agree that no remedy conferred by any of the specific provisions of this Agreement, including without limitation, this Section 5, is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.\n6. MISCELLANEOUS.\n(a) Notices. All notices required or permitted to be given under this Agreement shall be given by certified mail, return receipt requested, to the parties at the following addresses or such other addresses as any party may designate in writing to the other parties:\nIf to Phoenix Footwear or PFG Acquisition:\n5759 Fleet Street, Suite 220\nCarlsbad, California 92008\nAttention: President and Chief Executive Officer\nwith a copy (which shall not constitute notice) to:\nGordon E. Forth, Esq.\nWoods Oviatt Gilman LLP\n700 Crossroads Building\n2 State Street\nRochester, New York 14614\nIf to Principal:\n101 Sourdough Ridge Road\nBozeman, Montana 59715\n(b) Governing Law. This Agreement shall be deemed to made in and in all respects shall be interpreted, construed, and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.\n(c) Amendments. This Agreement may be amended, supplemented, or modified only in writing, duly executed by all of the parties hereto.\n(d) Non-waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right shall not constitute a waiver of that or any other right.\n(e) Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.\n(f) Entire Agreement. This Agreement, together with the Employment and Consulting Agreement, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations, and warranties both written and oral, among the parties, with respect to the subject matter hereof. Each party to this Agreement acknowledges\nthat no representations, inducements, promises or agreements, orally or otherwise, have been made by any party or anyone acting on behalf of any party which are not embodied herein.\n(g) Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and (ii) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.\n(h) Binding Effect. Principal may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The rights and obligations of Acquisition Sub and Company under this Agreement shall be binding upon and inure to the benefit of their respective successors and assigns.\nIN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the parties hereto as of the date first written above.\nPHOENIX FOOTWEAR GROUP, INC.\nBy: /s/ James Riedman\n----------------------------------------\nName: James Riedman\nTitle: President and Chief Executive Officer\nPFG ACQUISITION, INC.\nBy: /s/ James Riedman\n----------------------------------------\nName: James Riedman\nTitle: President and Chief Executive Officer\n/s/ Harrison S. Trask\n--------------------------------------------\nHarrison S. 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Each party agrees that all information disclosed by a party (the \"Disclosing Party\"), including without limitation information acquired by the other party (the \"Receiving Party\") from Disclosing Party's employees or upon inspection of Disclosing Party's property, relating (without limitation) to Disclosing Party's products, designs, business opportunities, plans (business, marketing or otherwise), strategies, budgets, finance, customer lists, contracts, research and development, software programs, trade secrets, know-how, techniques, inventions, processes, distribution methods, schematics and personnel disclosed to Disclosing Party by third parties, shall be considered \"Confidential Information\".\n2. Confidential Information shall not include information which recipient is able to prove by documentary evidence (a) is now or subsequently becomes generally known or available by publication, commercial or otherwise, through no fault of the Receiving Party, (b) was known by the recipient at the time of the disclosure or was independently developed by the Receiving Party without the use of any Confidential Information, or (c) must be disclosed pursuant to applicable legal disclosure requirements or legal process. Confidential Information shall also not include information that the parties agree in writing may be disclosed by Receiving Party.\n3. The Receiving Party expressly agrees not to use the Confidential Information for purposes other than those necessary to consider whether to enter into a Transaction and shall strictly limit its disclosure to such of its employees, directors and advisors having a need to know such information, which parties shall be advised that such information is Confidential Information and subject to the terms of this Agreement. Except as set forth herein, the Receiving Party shall hold all information received in confidence and not sell, assign, transfer, release or otherwise disclose the Confidential Information, or material derived therefrom, to any third party, or to its other employees, officers, directors, shareholders, agents or consultants. Notwithstanding the termination of this Agreement for any reason, the Receiving Party shall not use the Confidential Information for purposes of competing with the Disclosing Party.\n4. Except as must be disclosed pursuant to applicable legal disclosure requirements or legal process, neither party nor any of its respective representatives may, without the prior written consent of the other party, disclose to any person (other than to its employees, directors and advisors having a need to know such information) that the parties have exchanged confidential information, are engaged in negotiations for a Transaction, or the proposed terms of a Transaction (collectively, the \"Negotiations\") until such information has been disclosed by an appropriate legal filing and/or press release mutually agreed upon by SER and EIS. Each party shall undertake all necessary and reasonable steps to ensure that the Negotiations remain secret and confidential.\n5. In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Disclosing Party's Confidential Information pursuant to this Agreement becomes legally compelled to disclose all or any portion of the Disclosing Party's Confidential Information or to disclose the existence of Negotiations, the Receiving Party will provide the Disclosing Party with prompt notice thereof, so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Receiving Party or the recipient of such Disclosing Party's Confidential Information will furnish only that portion of the Disclosing Party's Confidential Information or aspect of the Negotiations which is legally required to be disclosed and the Receiving Party, upon the written request of the Disclosing Party, will exercise its reasonable efforts to obtain reliable assurances that confidential treatment will be afforded such portion of the Disclosing Party's Confidential Information.\n6. The Receiving Party shall immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information or the Negotiations, and shall provide a detailed description of the circumstances of the disclosure and the parties involved, and shall cooperate in any reasonable efforts to limit or respond to such disclosure.\n7. The Receiving Party agrees that all Confidential Information provided by the Disclosing Party shall remain the property of the Disclosing Party and no license or other rights in the Confidential Information is granted hereby. The Receiving Party will not disclose the existence, content and/or substance of any of the Confidential Information to any third party; nor develop, manufacture, produce and/or distribute any software product(s) derived from or which otherwise use any of the Confidential Information. The Disclosing Party agrees to return (and have any third party to who it supplied the Confidential Information return) to the Receiving Party, immediately upon notification by the Disclosing Party in writing, all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies or reproductions thereof, in any form or medium whatsoever, and not to retain any copies thereof.\n8. The Receiving Party will, to the maximum extent permitted by applicable law, refrain from disassembling or decompiling software, or otherwise attempting to reverse engineer the design and function of any of the Confidential Information. The Receiving Party will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any of the Confidential Information.\n9. The parties agree that any product, plan, strategy or other thing or concept jointly developed as a result of, or during, the Negotiations, shall be the joint property of both parties hereto. Neither party shall use, license or otherwise exploit such jointly developed item(s) without the express prior written consent of the other party hereto, which consent shall not be unreasonably withheld or delayed. Notwithstanding the above, any product, plan, strategy or other thing or concept that a party can prove was known by the recipient at the time of the development with the other party or was independently developed shall not be considered a jointly developed item(s).\n10. Each party hereby acknowledges that unauthorized disclosure or use of Confidential Information or the Negotiations could cause irreparable harm and significant injury, the extent of which may be difficult to ascertain. Accordingly, each party agrees that each party shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies each party may have.\n11. Although the Disclosing Party shall endeavor to provide the other party with information relevant for an evaluation of a Transaction, the Disclosing Party and its advisors have not made, and will not make, any representation or warranty, express or implied, as to the accuracy or completeness of the information being provided. Any and all such representations and warranties shall be only as specifically set forth in a definitive agreement, if one is hereafter executed and delivered in connection with a Transaction.\n12. Without the written consent of the other party, neither party nor its affiliates shall not solicit for employment, nor shall it employ or retain or enter into any contract for the provision of personal services during the two (2) year period commencing on the date hereof any person who is employed by the other party as of the date hereof.\n13. The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from and against all claims, losses, liabilities, damages, expenses and costs (including, without limitation, reasonable fees for attorneys, expert witnesses and court costs) which result from a breach or threatened breach of this Agreement by the Receiving Party.\n14. (a) This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, excluding its choice of law rules, and the courts of Fairfax County (if under State law) or the Eastern District of Virginia (if under Federal law) shall have exclusive jurisdiction and venue of such actions; (b) the prevailing party, as determined by the court, in any action between the parties arising from this Agreement shall be entitled to recover, in addition to any other relief awarded, its costs and expenses incurred in any such proceeding, including reasonable fees for attorneys, expert witnesses and court costs; (c) the Receiving Party's rights under this Agreement may not be assigned to any third party without the Disclosing Party's prior written consent and any attempted or purported assignment of this Agreement without such party's consent shall be void; and (d) this Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions and understandings of the parties.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.\nSER SYSTEME AG EIS INTERNATIONAL, INC.\nBy: /s/ DR. PHILLIP A. STOREY By: /s/ JAMES E. MCGOWAN\n------------------------- -------------------------\nName: Dr. Phillip A. Storey Name: James E. MCGOWAN\nTitle: VORSTAND (EXEC. 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CONFIDENTIAL INFORMATION. Except as set forth below, \"Confidential Information\" shall mean and include any financial, operational, technical and other information relating to the present and future businesses and affairs of the party disclosing the information (the \"Disclosing Party\"), which information is provided to the other party (the \"Receiving Party\") in connection with the business relationship provided in written, oral, graphic, pictorial or recorded form or stored on computer discs, hard drives, magnetic tape or digital or any other electronic medium (it being understood that oral communications will be confirmed in writing within three (3) working days). It is further understood that the term \"Confidential Information\" does not mean and include information which:\n(a) is or subsequently becomes publicly available without the Receiving Party's breach of any obligation owed to the Disclosing Party;\n(b) prior to disclosure hereunder is within the possession of the Receiving Party, and was obtained by the Receiving Party from a source not under obligation not to disclose such information or any of its Representatives as defined below.\n(c) is lawfully received by the Receiving Party from a third party (other than the Disclosing Party) having rights to disseminate without restriction such information and such information is received by the Receiving Party from such third party without notice to the Receiving Party of any restriction against its further disclosure;\n(d) is disclosed with the prior written approval of the Disclosing Party; or\n(e) is required to be produced by the receiving party under order of a court of competent jurisdiction or a valid administrative or congressional subpoena; PROVIDED, HOWEVER, that upon issuance of any such order or subpoena, the Receiving Party shall promptly notify the Disclosing Party and shall provide the Disclosing Party with an opportunity (if then available) to contest the propriety of such order or subpoena (or to arrange for appropriate safeguards against any further disclosure by the court or administrative or congressional body seeking to compel disclosure of such Confidential Information).\nSECTION 2. OWNERSHIP. The Receiving Party hereby acknowledges and agrees that all of the Confidential Information of the Disclosing Party is the exclusive proprietary property of the Disclosing Party, is being disclosed solely for the purpose of enabling the parties to conduct the discussions relating to the Transaction is to be used by the Receiving Party only in such limited manner as is permitted by the provisions of this Agreement.\nSECTION 3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Confidential Information shall (a) be kept confidential by the Receiving Party and not disclosed to any third party (except as provided in this Section 3) and (b) not be used by the Receiving Party for any commercial or competitive purpose whatsoever and may only be used in connection with the discussions relating to the Transaction. The Receiving Party may, however, disclose the Confidential Information to its directors, officers, Affiliates (as defined below) or legal or financial advisors (collectively, \"Representatives\"), but only if such Representatives reasonably need to know the Confidential Information for the purpose of evaluating the Transaction. The Receiving Party will (i) inform each of its Representatives receiving Confidential Information of the confidential nature of the Confidential Information and of the existence and the terms of this Agreement, (ii) direct its Representatives to treat the Confidential Information confidentially and not to use it other than in connection with an evaluation of the Transaction, (iii) require that any Representative other than a director or officer of Disclosing Party or Receiving Party execute a counterpart of this Agreement prior to any disclosure by the Receiving Party of Confidential Information to such Representative, which counterpart shall have annexed thereto a schedule (the \"Disclosure Schedule\") setting forth in appropriate detail the Confidential Information that is to be disclosed to such Representative. For purposes of this Agreement, the term \"Affiliate\" shall mean any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in the foregoing definition, the term \"Person\" shall mean an individual, firm, trust, association, corporation, partnership, government (whether federal, state, local or other political subdivision, or any agency or bureau of any of them) or other entity.\nSECTION 4. CARE AND RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party and its Representatives hereby agree to use their best efforts to prevent inadvertent disclosure of Confidential Information to others. The Receiving Party agrees to treat the Confidential Information with at least the degree of care that it treats similar materials of its own, or a higher standard of care if reasonable under the circumstances.\nUpon the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party all documents which contain Confidential Information of the Disclosing Party, and agree that the Receiving Party and its Representatives will not retain any copies thereof.\nSECTION 5. NO LICENSES. Neither the execution of this Agreement nor the furnishing of any Confidential Information pursuant to this Agreement shall be construed as granting the Receiving Party or its Representatives, either expressly or by implication, any license or right to use any Confidential Information for its own benefit or the benefit of any other Person, firm or entity, and each party hereto expressly agrees not to so use any such information except as otherwise provided herein.\nSECTION 6. NON-DISCLOSURE OF THE TRANSACTION. Neither party hereto shall publicly announce or otherwise disclose, without the prior written consent of the other, any proposed terms of or that discussions relating to the Transaction are taking place except for such disclosure as the party seeking to make disclosure has been advised by its legal counsel is required by law, in which case the party seeking to make disclosure shall provide the other party with as much prior notice of such announcement or disclosure (including the proposed text of such announcement or disclosure) as is reasonably possible under the circumstances (and attempt in good faith to obtain such other party's concurrence with the manner and extent of such disclosure).\nSECTION 7. NO LIABILITY. Neither party hereto shall be under any obligation of any kind with respect to the Transaction, except for the matters specifically agreed to herein, unless and until a definitive agreement regarding the Transaction has been executed and delivered by each of the parties hereto.\nSECTION 8. NON-SOLICITATION. The Company and Plasma-Therm agree that, without the prior written consent of the other, it will not, for a period of six months after the date of this agreement, solicit, attempt to divert or entice away or knowingly hire any person who is an employee of the other or any of its Affiliates on the date of this agreement.\nSECTION 9. STANDSTILL AGREEMENT. For a period of six months following the date of this Agreement, each of the parties and its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the \"Exchange Act), will not (and will not assist or encourage others to) directly or indirectly, without the written consent of the other party:\n(a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the other party's assets or businesses or any securities issued by the other party, or any bank debt, claims or other obligations of the other party, or any rights or options to acquire such ownership, directly or from a third party;\n(b) seek or propose to influence or control the management or policies of the other party or to obtain representation on the other's board of directors, or solicit, participate in the solicitation of, any proxies or consents with respect to any securities of the other, or make any public announcement with respect to any of the foregoing or request permission to do any of the foregoing;\n(c) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to the foregoing; or\n(d) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to any of the foregoing.\nIf at any time during such six months period either party or its Representatives are approached by any third party with respect to any of the foregoing, such party shall promptly inform the other of the nature of such contact and the proposed transaction and shall identify the parties thereto.\nSECTION 10. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.\nSECTION 11. TERM. Except as specified elsewhere herein, the term of this agreement shall be six months commencing on the date hereof, unless otherwise agreed in writing by the parties hereto.\nIN WITNESS WHEREOF, the parties hereto have caused this Confidentiality Agreement to be executed and delivered by their respective appropriate officers, thereunto duly authorized, as of the date first written above.\nPLASMA-THERM, INC.\nBy: /s/ Stacy L. Wagner\n--------------------------------------\nName: Stacy L. Wagner\nTitle: Chief Financial Officer & Secretary\nBALZERS LIMITED\nBalzers Process Systems Division\nBy: /s/ Martin Bader /s/ Erich Haefeli\n-------------------- ---------------\nName: Dr. Martin Bader Erich Haefeli\nTitle: Division Manager General Counsel\nSemiconductors\n-4-\n", - "spans": [ - [ - 0, - 18 - ], - [ - 19, - 44 - ], - [ - 45, - 428 - ], - [ - 429, - 552 - ], - [ - 553, - 706 - ], - [ - 707, - 833 - ], - [ - 834, - 842 - ], - [ - 842, - 871 - ], - [ - 871, - 1518 - ], - [ - 1518, - 1628 - ], - [ - 1629, - 1763 - ], - [ - 1764, - 2002 - ], - [ - 2003, - 2336 - ], - [ - 2337, - 2413 - ], - [ - 2414, - 3021 - ], - [ - 3022, - 3030 - ], - [ - 3030, - 3044 - ], - [ - 3044, - 3461 - ], - [ - 3462, - 3470 - ], - [ - 3470, - 3517 - ], - [ - 3517, - 3552 - ], - [ - 3552, - 3680 - ], - [ - 3680, - 3857 - ], - [ - 3857, - 4186 - ], - [ - 4186, - 4211 - ], - [ - 4211, - 4398 - ], - [ - 4398, - 4565 - ], - [ - 4565, - 5011 - ], - [ - 5011, - 5237 - ], - [ - 5237, - 5500 - ], - [ - 5501, - 5509 - ], - [ - 5509, - 5557 - ], - [ - 5557, - 5713 - ], - [ - 5713, - 5923 - ], - [ - 5924, - 6194 - ], - [ - 6195, - 6203 - ], - [ - 6203, - 6219 - ], - [ - 6219, - 6687 - ], - [ - 6688, - 6696 - ], - [ - 6696, - 6734 - ], - [ - 6734, - 7434 - ], - [ - 7435, - 7443 - ], - [ - 7443, - 7460 - ], - [ - 7460, - 7738 - ], - [ - 7739, - 7747 - ], - [ - 7747, - 7768 - ], - [ - 7768, - 8089 - ], - [ - 8090, - 8098 - ], - [ - 8098, - 8101 - ], - [ - 8101, - 8123 - ], - [ - 8123, - 8453 - ], - [ - 8454, - 8890 - ], - [ - 8891, - 9279 - ], - [ - 9280, - 9411 - ], - [ - 9412, - 9595 - ], - [ - 9596, - 9890 - ], - [ - 9891, - 9899 - ], - [ - 9899, - 9918 - ], - [ - 9918, - 10017 - ], - [ - 10018, - 10026 - ], - [ - 10026, - 10036 - ], - [ - 10036, - 10209 - ], - [ - 10210, - 10425 - ], - [ - 10426, - 10444 - ], - [ - 10445, - 10468 - ], - [ - 10469, - 10507 - ], - [ - 10508, - 10529 - ], - [ - 10530, - 10572 - ], - [ - 10573, - 10588 - ], - [ - 10589, - 10621 - ], - [ - 10622, - 10660 - ], - [ - 10661, - 10682 - ], - [ - 10682, - 10697 - ], - [ - 10698, - 10734 - ], - [ - 10735, - 10774 - ], - [ - 10775, - 10789 - ], - [ - 10790, - 10793 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17, - 37 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 34 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 23, - 28 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 9, - 14, - 40 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23, - 28 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17, - 20, - 22 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000354452/000095012399011178/0000950123-99-011178.txt" - }, - { - "id": 386, - "file_name": "356841_0000950109-98-003750_document_2.txt", - "text": "PATENT ASSIGNMENT AND NON-DISCLOSURE AGREEMENT\nAGREEMENT between FRANKLIN ELECTRONIC PUBLISHERS, INC., a Pennsylvania corporation, having a place of business at One Franklin Plaza, Burlington, New Jersey 08016-4907 or any of its subsidiaries (referred to as \"FRANKLIN\") and ____________________________ residing at ________________________ an employee of Franklin or one of its subsidiaries (\"EMPLOYEE\").\nBACKGROUND\n1. EMPLOYEE has been hired by FRANKLIN in a position with access to information relating to the understanding of, testing, or improvement of existing products of FRANKLIN, the development of new products for FRANKLIN, and/or the general business activities of FRANKLIN.\n2. The parties desire to reduce to writing the patent assignment and non-disclosure aspects of the employment relationship.\nTERMS OF AGREEMENT\nIn and for the consideration of the employment of EMPLOYEE by FRANKLIN, EMPLOYEE agrees as follows:\n1. EMPLOYEE shall promptly and fully disclose to FRANKLIN any and all inventions, discoveries, writings, programs, and improvements made by him or her pertaining to or useful in the business of FRANKLIN during his or her period of employment by FRANKLIN, and any improvements to his or her invention, writings, programs, and discoveries, made, conceived or acquired by him or her no later than one year after the termination of employment, whether made or conceived solely or jointly with others, whether during regular business hours or otherwise; said Inventions, discoveries, writings, programs or improvements shall become and remain the property of FRANKLIN whether or not patent applications or copyright, trademark, or maskwork registrations are filed thereon.\n2. EMPLOYEE shall from time to time, upon request and at the expense of FRANKLIN, make application through the attorneys for FRANKLIN for any letters patent or copyright or maskwork registrations of the United States, and any and all foreign countries, on said inventions, discoveries, writings, programs or improvements, and assign and transfer all said applications, inventions, discoveries, writings, programs, and improvements to FRANKLIN or its nominee, without further consideration.\n3. EMPLOYEE shall from time to time, upon request of FRANKLIN execute all papers and do all other things that may be reasonably required in order to protect the rights of FRANKLIN, and to vest in FRANKLIN or its successors or assigns the entire rights, title and interest in and to any and all inventions, discoveries, writings, program improvements, and applications for letters patent or copyright or maskwork registrations relating to anything pertaining to or useful in the business of FRANKLIN as provided above.\n4. EMPLOYEE further agrees not to divulge to any third party, either during his or her employment or thereafter, any confidential information conceived by him or her, disclosed by FRANKLIN, or obtained by him or her while in the employment of FRANKLIN relating in any way to any of FRANKLIN'S processes, businesses, customers, trade secrets, apparatus, products, software, packages, programs or trends in research, or to any of the inventions, discoveries, writings, programs, and improvements covered hereby, and agrees to maintain this information in confidence until such time that such information has become widely known to the public or described in an issued patent or in a printed publication of wide circulation. Upon termination of the employment, EMPLOYEE agrees to turn over to FRANKLIN all notes, memoranda, notebooks, drawings, records, customer lists, telephone files (including Rolodex and business card files) and correspondence in connection with anything done by him or her relating to his or her employment, for the reason that all confidential information contained therein is at all times the sole property of FRANKLIN. Following the termination of his or her employment with FRANKLIN, EMPLOYEE agrees not to solicit any employees or consultants of Franklin at any time.\n5. EMPLOYEE understands and agrees that the continuance of EMPLOYEE in the service of FRANKLIN for a definite period is not made obligatory upon either party or a condition of this Agreement.\n6. EMPLOYEE agrees that this Agreement shall be binding upon his or her heirs, executors, administrators or other legal representative or assigns.\n7. EMPLOYEE represents and warrants that he or she has no agreements with or obligations to others in conflict with the foregoing.\n8. EMPLOYEE agrees that any portion of this Agreement held to be unenforceable shall be severed from this Agreement and shall not adversely affect any other portion of this Agreement.\nIN WITNESS WHEREOF, intending to be legally bound hereby, the parties have executed this Agreement on the date set forth below.\nEMPLOYEE\nDated: (SEAL)\n---------- -----------------------------\n-----------------------------\n(Print Name)\nFRANKLIN ELECTRONIC PUBLISHERS, INC.\nDated: BY:\n---------- --------------------------\nVice President\n", - "spans": [ - [ - 0, - 46 - ], - [ - 47, - 57 - ], - [ - 57, - 274 - ], - [ - 274, - 303 - ], - [ - 303, - 315 - ], - [ - 315, - 340 - ], - [ - 340, - 404 - ], - [ - 405, - 415 - ], - [ - 416, - 685 - ], - [ - 686, - 809 - ], - [ - 810, - 828 - ], - [ - 829, - 928 - ], - [ - 929, - 1696 - ], - [ - 1697, - 2186 - ], - [ - 2187, - 2704 - ], - [ - 2705, - 3427 - ], - [ - 3427, - 3847 - ], - [ - 3847, - 3997 - ], - [ - 3998, - 4189 - ], - [ - 4190, - 4336 - ], - [ - 4337, - 4467 - ], - [ - 4468, - 4651 - ], - [ - 4652, - 4779 - ], - [ - 4780, - 4788 - ], - [ - 4789, - 4802 - ], - [ - 4803, - 4814 - ], - [ - 4814, - 4843 - ], - [ - 4844, - 4873 - ], - [ - 4874, - 4886 - ], - [ - 4887, - 4923 - ], - [ - 4924, - 4934 - ], - [ - 4935, - 4946 - ], - [ - 4946, - 4972 - ], - [ - 4973, - 4987 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 12, - 16 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000356841/000095010998003750/0000950109-98-003750.txt" - }, - { - "id": 388, - "file_name": "69067_0000927016-00-002123_0010.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is entered into and made effective as of February 10, 2000, by and between New England Business Service, Inc. (\"NEBS\") and Premium Wear, Inc. (\"Premium Wear\"). This Agreement provides for the protection from unauthorized disclosure or use of Confidential Information (as defined below) that may be furnished by one of the parties hereto to the other party and that may be used by the receiving party solely for the purpose of evaluating or engaging in a business relationship between the disclosing party and the receiving party.\n1. \"Confidential Information\" means non-public information relating to the disclosing party's business that the disclosing party designates as being confidential or proprietary or which, under the circumstances surrounding disclosure, ought to be treated as confidential. \"Confidential Information\" includes, without limitation, ideas, concepts, designs, specifications, drawings, blueprints, tracings, models, samples, data, computer programs, marketing plans and strategies, business strategies, customer names, mailing lists, prices, rates, costs, information received from others that the disclosing party is obligated to treat as confidential, and other technical, financial or business information. Confidential Information may be furnished in any tangible or intangible form, including written or printed documents, visual demonstrations or inspections, computer disks or tapes, other electronic media and oral communications.\nThe receiving party's obligations hereunder will not apply, or will cease to apply, to that Confidential Information which the receiving party can establish (i) is or hereafter becomes generally known or available to the public or interested persons through no breach of this Agreement by the receiving party; (ii) is rightfully known to the receiving party without restriction on disclosure at the time of its receipt from the disclosing party; (iii) is rightfully furnished to the receiving party by a third party without breach of an obligation of confidentiality; (iv) is disclosed to a third party by the disclosing party without similar restrictions on such third party's rights; (v) is independently developed by the receiving party without use of or reference to the Confidential Information; (vi) is required to be disclosed pursuant to the order of a court, administrative agency or other governmental body (provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent); or (vii) is approved for release by written authorization of the disclosing party.\n2. Obligations of Receiving Party. The receiving party will protect Confidential Information by using at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Confidential Information as the receiving party uses to protect its own confidential or proprietary information. The receiving party will neither disclose nor copy Confidential Disclosure except as necessary for its employees, agents or representatives with a need to know, provided that any such employee, agent or representative shall have agreed in writing, as a condition to his or her employment or engagement or in order to obtain Confidential Information, to be bound by non-disclosure and non-use obligations substantially similar to this Agreement. Any copies which are made will be identified as belonging to the disclosing party and shall be reproduced with the disclosing party's proprietary rights notices in the same manner in which such notices appear in the original copy provided by the disclosing party. The receiving party will not use the Confidential Information for any purpose except to evaluate a business relationship with the disclosing party or otherwise in pursuance of such a relationship. Nothing in this Agreement will be construed to limit the receiving party's right to independently develop information similar to the Confidential Information or to compete with the disclosing party so long as the receiving party does not violate its obligations hereunder regarding the non-disclosure and use of the Confidential Information.\n3. Ownership of Confidential Information. All Confidential Information shall remain the property of the disclosing party. By disclosing information to the receiving party, the disclosing party does not grant any express or implied right to the receiving party to or under any of the disclosing party's patents, copyrights, trademarks or trade secret information. The receiving party will return all originals, copies, reproductions and summaries of Confidential Information immediately upon the disclosing party's request or, at the disclosing party's option, destroy the same, and will deliver to the disclosing party, upon its request, a certificate of a duly authorized officer certifying as to the foregoing.\n4. Non-Disclosure of Discussions. The parties agree not to disclose the existence of this Agreement and the fact that they are engaged in discussions unless required to do so by applicable securities laws as reasonably determined by their respective legal counsel. If such disclosure is necessary, the parties agree to notify each other as soon as possible in advance of such disclosure and agree to provide a copy of such disclosure to the other party.\n5. Standstill. NEBS agrees not to buy Premium Wear's common shares without the written consent of the Board of Directors of Premium Wear prior to March 1, 2002.\n6. Remedies. The receiving party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement, and the disclosing party will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or equity to the disclosing party.\n7. No Warranty. THE DISCLOSING PARTY MAKES NO REPRESENTATION, WARRANTY, ASSURANCE, GUARANTY OR INDUCEMENT WHATSOEVER TO THE RECEIVING PARTY WITH RESPECT TO THE QUALITY OF THE INFORMATION FURNISHED BY THE DISCLOSING PARTY, NON-INFRINGEMENT OF ANY RIGHTS OF THIRD PARTIES, OR ANY OTHER MATTER OF ANY NATURE WHATSOEVER. THE DISCLOSING PARTY ACCEPTS NO RESPONSIBILITY FOR ANY EXPENSES, LOSSES OR ACTIONS INCURRED OR UNDERTAKEN BY THE RECEIVING PARTY AS A RESULT OF RECEIPT OF ANY INFORMATION FROM THE DISCLOSING PARTY. This Agreement does not require any party to furnish any information to another party. It is further understood that neither party has any obligation under or by virtue of this Agreement to enter into any type of business relationship with the other party.\n8. Term. The obligations of each receiving party hereunder with respect to the non-disclosure and use of the disclosing party's Confidential Information shall survive until such time as all such Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party.\n9. General. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter hereof. This Agreement may be amended, modified or revoked only by a written instrument executed by all parties hereto. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof, and no waiver of a provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Each party consents to personal jurisdiction in any action brought in any court, federal or state, of competent jurisdiction within the State of Minnesota. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\nPREMIUM WEAR, INC. NEW ENGLAND BUSINESS SERVICE, INC.\n5500 Feltl Road 500 Main Street\nMinnetonka, MN 55343-7902 Groton, MA 01471\nBy: /s/ Thomas D. Gleason By: /s/ Daniel M. Junius\n--------------------- --------------------\n(Signature of Authorized (Signature of Authorized\nRepresentative) Representative)\nName: Thomas D. Gleason Name: Daniel M. Junius\n------------------ ------------------\n(Print) (Print)\nTitle: Chairman Title: Senior Vice President\n------------------ and CFO\n---------------------\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 207 - ], - [ - 207, - 576 - ], - [ - 577, - 849 - ], - [ - 849, - 1282 - ], - [ - 1282, - 1510 - ], - [ - 1511, - 1668 - ], - [ - 1668, - 1821 - ], - [ - 1821, - 1957 - ], - [ - 1957, - 2079 - ], - [ - 2079, - 2197 - ], - [ - 2197, - 2312 - ], - [ - 2312, - 2611 - ], - [ - 2611, - 2690 - ], - [ - 2691, - 2726 - ], - [ - 2726, - 3033 - ], - [ - 3033, - 3478 - ], - [ - 3478, - 3742 - ], - [ - 3742, - 3939 - ], - [ - 3939, - 4280 - ], - [ - 4281, - 4323 - ], - [ - 4323, - 4403 - ], - [ - 4403, - 4644 - ], - [ - 4644, - 4993 - ], - [ - 4994, - 5028 - ], - [ - 5028, - 5259 - ], - [ - 5259, - 5447 - ], - [ - 5448, - 5463 - ], - [ - 5463, - 5608 - ], - [ - 5609, - 5622 - ], - [ - 5622, - 5862 - ], - [ - 5862, - 6052 - ], - [ - 6053, - 6069 - ], - [ - 6069, - 6370 - ], - [ - 6370, - 6568 - ], - [ - 6568, - 6655 - ], - [ - 6655, - 6824 - ], - [ - 6825, - 6834 - ], - [ - 6834, - 7170 - ], - [ - 7171, - 7183 - ], - [ - 7183, - 7422 - ], - [ - 7422, - 7534 - ], - [ - 7534, - 7780 - ], - [ - 7780, - 7939 - ], - [ - 7939, - 8044 - ], - [ - 8044, - 8200 - ], - [ - 8200, - 8390 - ], - [ - 8391, - 8410 - ], - [ - 8410, - 8444 - ], - [ - 8445, - 8476 - ], - [ - 8477, - 8519 - ], - [ - 8520, - 8570 - ], - [ - 8571, - 8593 - ], - [ - 8593, - 8613 - ], - [ - 8614, - 8663 - ], - [ - 8664, - 8695 - ], - [ - 8696, - 8742 - ], - [ - 8743, - 8762 - ], - [ - 8762, - 8780 - ], - [ - 8781, - 8796 - ], - [ - 8797, - 8841 - ], - [ - 8842, - 8868 - ], - [ - 8869, - 8890 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17, - 21, - 22 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 11, - 19 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 6, - 12 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 9 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000069067/000092701600002123/0000927016-00-002123.txt" - }, - { - "id": 390, - "file_name": "731947_0000950123-02-007159_y62132e3exv99wdw21.txt", - "text": "CONFIDENTIALITY AGREEMENT\nThis Agreement (\"AGREEMENT\") is entered into as of July 15, 2002, by and between Swiss Army Brands, Inc. a Delaware corporation (\"SABI\") and Victorinox A.G., a Swiss corporation (\"VICTORINOX\").\nWHEREAS, Victorinox is the holder of a majority of the outstanding shares of SABI's capital stock and is also SABI's principal supplier;\nWHEREAS, on June 12, 2002, Victorinox made a proposal to acquire all of the outstanding shares of SABI not owned by Victorinox or its affiliates (\"Proposal\");\nWHEREAS, in connection with this Proposal, and from time to time in the course of SABI's business relationship with Victorinox, SABI will disclose nonpublic information to Victorinox; and\nWHEREAS, Victorinox has previously orally agreed to preserve and protect the confidentiality of such information;\nNOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to confirm and set forth in more detail their prior verbal agreement with respect to such matters, the parties agree as follows:\n1. CONFIDENTIAL INFORMATION.\n\"CONFIDENTIAL INFORMATION\" means any and all information and material disclosed by SABI to Victorinox (before or after the signing of this Agreement, and whether orally or in writing, graphic, electronic or any other form) that is marked or described as, identified orally or in writing as, or provided under circumstances indicating it is, confidential, proprietary or not otherwise available to the general public at the time of such disclosure.\n2. NON-DISCLOSURE AND LIMITED USE.\nVictorinox shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. Victorinox shall disclose the Confidential Information only to its employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Victorinox shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. The obligations of this Section 2 with respect to any item of Confidential Information shall survive any termination of this Agreement.\n3. SCOPE.\nThe obligations of this Agreement, including the restrictions on disclosure and use, shall not apply with respect to any Confidential Information to the extent such Confidential Information is\nor becomes publicly known through no act or omission of the Victorinox, or to the extent that disclosure of such Confidential Information is required by law.\n4. REMEDIES.\nVictorinox agrees that, due to the unique nature of the Confidential Information, the unauthorized disclosure or use of the Confidential Information will cause irreparable harm and significant injury to SABI, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, Victorinox agrees that SABI, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security.\n5. COMPLIANCE WITH SECURITIES LAWS.\nVictorinox hereby acknowledges that it is aware, and it will advise its employees and agents to whom it discloses Confidential Information, that the United States securities laws generally prohibit persons who receive from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n6. MISCELLANEOUS.\nThis Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, whether oral or written, between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of both parties. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.\n\nVICTORINOX A.G. SWISS ARMY BRANDS, INC.\nBy: /s/ Charles Elsener By: /s/ A. Jeffrey Turner\n------------------------------- -------------------------------\nName: Charles Elsener Name: A. Jeffrey Turner\nTitle: President Title: President\n3\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 219 - ], - [ - 220, - 356 - ], - [ - 357, - 515 - ], - [ - 516, - 703 - ], - [ - 704, - 817 - ], - [ - 818, - 1074 - ], - [ - 1075, - 1103 - ], - [ - 1104, - 1551 - ], - [ - 1552, - 1586 - ], - [ - 1587, - 1731 - ], - [ - 1731, - 2003 - ], - [ - 2003, - 2336 - ], - [ - 2336, - 2471 - ], - [ - 2472, - 2481 - ], - [ - 2482, - 2674 - ], - [ - 2675, - 2832 - ], - [ - 2833, - 2845 - ], - [ - 2846, - 3161 - ], - [ - 3161, - 3444 - ], - [ - 3445, - 3480 - ], - [ - 3481, - 3980 - ], - [ - 3981, - 3998 - ], - [ - 3999, - 4244 - ], - [ - 4244, - 4412 - ], - [ - 4412, - 4825 - ], - [ - 4825, - 4957 - ], - [ - 4957, - 5385 - ], - [ - 5386, - 5392 - ], - [ - 5393, - 5404 - ], - [ - 5404, - 5432 - ], - [ - 5433, - 5482 - ], - [ - 5483, - 5515 - ], - [ - 5515, - 5546 - ], - [ - 5547, - 5575 - ], - [ - 5575, - 5592 - ], - [ - 5593, - 5626 - ], - [ - 5627, - 5628 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000731947/000095012302007159/0000950123-02-007159.txt" - }, - { - "id": 391, - "file_name": "736291_0000930661-99-001320_document_3.txt", - "text": "NON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT\nNON-COMPETITION, REFERRAL AND NON-DISCLOSURE AGREEMENT (the \"Agreement\"), dated as of May 10 , 1999, by and between CompuCom Systems, Inc., a Delaware corporation (\"CompuCom\"), and ENTEX Information Services, Inc., a Delaware corporation (\"Seller\").\nRECITALS\nWHEREAS, CompuCom and Seller have entered into an Asset Purchase Agreement dated as of May 10 , 1999 (the \"Asset Purchase Agreement\");\nWHEREAS, the execution of this Agreement is a condition to CompuCom acquiring, and Seller disposing of, the Purchased Assets (as defined in the Asset Purchase Agreement) in connection with the Asset Purchase Agreement;\nNOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CompuCom and Seller hereby agree as follows:\n1.1 For purposes of this Agreement, the following terms have the following meanings:\n(1) \"Configuration\" means the preparation of a computer and related hardware and integration of components into a computer system; provided that the term \"Configuration\" shall not include installation of a computer or related hardware at a customer site.\n(2) \"Non-Competition Period\" means the period commencing on May 12, 1999 and ending on May 11, 2000.\n(3) \"Product\" means any computer or related hardware and peripherals (including hubs, switches and routers or networking hardware) or software products (including networking software products) which CompuCom has the ability to sell.\n(4) \"Product Business\" means the acceptance and fulfillment of customer orders for Products, including the manufacturing, channel assembly, co-location or centralized image loading and Configuration of Products; provided that the term \"Product Business\" shall not include on-site Configuration of computer or related hardware or software products made subsequent to the initial image load/configuration.\n(5) \"Outsourcing and Professional Services\" means (a) consulting, system migrations, project management, other services typically referred to as \"high-end\" services, and (b) outsourcing contracts having a term of more than one year which require pricing be done on a per seat basis. Agreements that consist primarily of lower-end services, including, but not limited to, break/fix, IMAC, warranty and low-end staff augmentation, other than agreements priced on a per-seat basis, are not Outsourcing and Professional Services agreements.\n(6) \"Service Accounts\" means the customer accounts of Seller listed on Exhibits B and C hereto.\n(7) \"Services\" means all IT services offered by Seller, including, but not limited to, all outsourcing, professional services, break/fix, staff augmentation and consulting services; provided that the term\n\"Services\" shall not include (i) on-site Configuration of Products by CompuCom or (ii) the sale (but not the performance) by CompuCom of extended warranty contracts at time of initial sale of Products to customers.\n(8) \"Subsidiary,\" with respect to any person, means (i) any corporation of which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such person or (ii) any other person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such person.\nCapitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement.\nARTICLE II\nAGREEMENT TO COOPERATE\nSubject to the limitations set forth in Article III, Seller and CompuCom agree that with respect to each account listed on Exhibit A hereto, that until the earlier of (a) May 11, 2000 or (b) the termination of the existing contract between Seller and such account (i) each party will cooperate with the other in delivering Services and Products to such account in substantially the same manner in which such Services and Products were delivered to such account prior to Closing and (ii) each party's representative will be permitted to call on such account.\nARTICLE III\nAGREEMENT NOT TO COMPETE\n3.1 Seller's Agreement. (a) Seller agrees that during the Non-Competition Period Seller will not, and will not permit any of its Subsidiaries to:\n(i) engage in the Product Business;\n(ii) encourage any Service Account to specify a party other than CompuCom to provide Products and image load/configurations to such Service Account; or\n(iii) solicit, entice or induce any employee of CompuCom or any Subsidiary of CompuCom to terminate his or her employment with CompuCom or any Subsidiary of CompuCom or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of CompuCom or any Subsidiary of CompuCom.\n(b) Seller agrees that during the Non-Competition Period Seller will, and will cause its Subsidiaries to use commercially reasonable efforts to cause future Service customers to whom Seller provides Outsourcing and Professional Services and existing Service customers of Seller to whom Seller is able to expand its Services, to procure Products and image load/configuration from CompuCom in accordance with the provisions of Article IV, provided that CompuCom is not competing with Seller to provide future or expanded Services to such customers.\nNotwithstanding the foregoing, Seller shall be permitted to preserve its ability to resell Products to the extent required by existing customer agreements if (i) the customer refuses to approve of CompuCom providing such Products after Seller uses commercially reasonable efforts to obtain such approval, (ii) CompuCom rejects the customer order for such Products pursuant to Article IV (provided that CompuCom shall comply with the requirements of the Asset Purchase Agreement with respect to such agreements), or (iii) CompuCom fails to meet the requirements of the customer agreement, including but not limited to price, payment terms, return privileges and service level agreements (\"SLA's) (subject to applicable cure periods). In addition, Seller shall be permitted (A) to arrange for the procurement of computers or related hardware and software products as agent for customers in connection with future Outsourcing and Professional Services engagements, subject to Seller's obligations under Section 3.1(b) and the conditions provided for in the immediately preceeding sentence (B) to refer orders for Products for delivery outside the United States to comply with Seller's obligations under Seller's international alliance agreements and (C) to perform initial on-site image load/configuration and augmentation in a manner consistent with Seller's current business practices, provided that Seller agrees that during the Non-Competition Period, it will not actively encourage any Services customer to move its initial image load/configuration business from CompuCom's configuration facilities to the customer`s site.\n3.2 CompuCom's Agreement. (a) CompuCom agrees that during the Non-Competition Period CompuCom will not, and will not permit any of its Subsidiaries to:\n(i) provide any Services to any account listed on Exhibit B hereto;\n(ii) provide any Services to any account listed on Exhibit C hereto except to the extent provided for in such Exhibit; or\n(iii) except as contemplated by the Asset Purchase Agreement, solicit, entice or induce any employee of Seller or any Subsidiary of Seller to terminate his or her employment with Seller or any Subsidiary of Seller or hire any person who was or is at any time from the date of execution of the Asset Purchase Agreement to the end of the Non-Competition Period an employee of Seller or any Subsidiary of Seller.\nNotwithstanding the foregoing, CompuCom shall be permitted to provide Services under any \"request for proposal\", bid, contract or statement of work submitted by CompuCom to the applicable potential customer prior to May 12, 1999 . In the event of a dispute between CompuCom and Seller as to the matters covered by the immediately preceeding sentence, CompuCom shall furnish, in response to the reasonable request of Seller, evidence and shall have the burden of proving, that the applicable \"request for proposal\", bid, contract or statement of work was submitted by CompuCom to the customer prior to May 12, 1999.\n(b) CompuCom agrees that it will refer to Seller the performance of extended warranty service (other than manufacturers' warranties) or warranty upgrades sold by CompuCom to any Service Accounts, provided that Seller has the ability to perform such extended warranty service or warranty upgrades except that CompuCom may continue to perform extended warranty services and warranty upgrades in accordance with the provisions of Exhibit C. The parties agree to negotiate in good faith the terms, conditions and amount of payment Seller will receive for performing such warranty service or warranty upgrades.\nARTICLE IV\nAcceptance of Product Orders\nCompuCom agrees that during the Non-Competition Period, it will accept orders for Products submitted to CompuCom by Seller pursuant to Section 3.1(b) under the following conditions: (i) CompuCom has the ability to offer such Product for sale; (ii) the purchase price required by the customer order for the Product is reasonably acceptable to CompuCom; (iii) such Product offered by CompuCom meets the customer's specifications, including, but not limited to, configuration specifications; and (iv) the requirements of the customer with respect to such Product, including but not limited to delivery, payment terms and return privileges are reasonably acceptable to CompuCom. CompuCom agrees to notify Seller of CompuCom's rejection of such orders for Product within a mutually agreed upon time that is reasonable under the time constraints required by the customer order or contract.\nARTICLE V\nNON-DISCLOSURE\n5.1 Seller's Non-Disclosure Obligations. Seller covenants and agrees that, unless otherwise required by law, from and after the Closing:\n(a) Seller shall cooperate with CompuCom at CompuCom's expense to protect and safeguard all of CompuCom's Confidential Information; and\n(b) Seller shall not, directly or indirectly, use, sell, license, publish, disclose, or otherwise transfer or make available to others any of CompuCom's Confidential Information.\nAs used in this Agreement, the terms \"CompuCom's Confidential Information\" means proprietary or confidential information concerning the Business including, without limitation, information regarding prices charged for Products, the assets, liabilities, and financial condition of the Business, names and identities of customers and analyses of the amount and types of Products purchased by each such customer.\nNotwithstanding the foregoing, Seller shall be permitted to disclose historical financial information, including financial information relating to the Business, as may be required by customers, vendors, lenders or other third parties, provided that such third parties shall agree to preserve the confidentiality of such information.\n5.2 CompuCom's Non-Disclosure Obligations. CompuCom covenants and agrees that unless otherwise required by law, from and after the Closing:\n(a) CompuCom shall cooperate with Seller at Seller's expense to protect and safeguard all of Seller's Confidential Information;\n(b) CompuCom shall not, directly or indirectly, use, sell, license, publish, disclose or otherwise transfer or make available to others any of Seller's Confidential Information; and\n(c) CompuCom shall not solicit or knowingly utilize any of Seller's Confidential Information regarding Seller's Services business from any former employee of Seller.\nAs used in this Agreement, the terms \"Seller's Confidential Information\" means proprietary or confidential information and business secrets of Seller pertaining to its Services Business including, without limitation, information regarding prices charged for Services, copies of existing Services contracts to which Seller is a party (other than any such contracts provided to CompuCom pursuant to the provisions of the Asset Purchase Agreement) and analyses of the amount and types of Services purchased by customers.\nARTICLE VI\nMISCELLANEOUS\n6.1 Notices, Etc. All notices, requests, demands or other communications required by or otherwise with respect to this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by facsimile and confirmed by return facsimile, or five business days after being mailed by first-class mail, postage prepaid in each case to the applicable addresses set forth below:\nIf to Seller, to:\nENTEX Information Services, Inc.\nSix International Drive\nRye Brook, N.Y. 10573 Facsimile No.: (914) 935-3720\nAttention: Lynne A. Burgess, Esq.,\nSenior Vice President and General Counsel\nwith a copy (which shall not constitute notice to Seller) to:\nCahill Gordon & Reindel\n80 Pine Street\nNew York, NY 10005\nFacsimile No.: (212) 269-5420\nAttention: Gerald S. Tanenbaum, Esq.\nIf to CompuCom, to:\nCompuCom Systems, Inc.\n7171 Forest Lane\nDallas, Texas 75230\nFacsimile No.: (972) 856-5395\nAttention: Ms. Lazane Smith, Senior Vice President\nand Chief Financial Officer\nwith a copy (which shall not constitute notice to CompuCom) to:\nStrasburger & Price, L.L.P.\n901 Main Street, Suite 4300\nDallas, Texas 75202\nFacsimile No.: (214) 651-4330\nAttention: Frederick J. Fowler, Esq.\nor to such other address as such party shall have designated by notice so given to each other party.\n6.2 Amendments, Waivers, Termination Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by each of the parties hereto.\n6.3 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation by merger or otherwise. This Agreement shall not be assignable.\n6.4 Entire Agreement. This Agreement and the Asset Purchase Agreement embody the entire agreement and understanding among the parties relating to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. There are no covenants by the parties hereto relating to such subject matter other than those expressly set forth in this Agreement and the Asset Purchase Agreement.\n6.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief.\n6.6 Remedies Cumulative. All rights, powers and remedies provided for under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.\n6.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or inequity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.\n6.8 Severability. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take an action consistent herewith or required hereby, the validity, legality and enforceability of the remaining provisions and obligations contained or set forth herein shall not in any way be affected or impaired thereby. Upon any such holding that any provision of this Agreement is null, void or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are consummated to the extent possible.\n6.9 GOVERNING LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.\n6.10 Name, Captions. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof.\n6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.\n6.12 Referral Fees. To the extent that the parties agree that the payment of referral fees will further their mutual business interests or is required in order to compensate either party for material services rendered for the benefit of the other, the parties agree to negotiate the terms and conditions of the payment of such referral fees in good faith.\nIN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.\nCOMPUCOM SYSTEMS, INC.\nBy:\n------------------------------------\nName: Lazane M. Smith\nTitle: Senior Vice President and\nChief Financial Officer\nENTEX INFORMATION SERVICES, INC.\nBy:\n------------------------------------\nName: Kenneth A. 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18302 - ], - [ - 18303, - 18326 - ], - [ - 18327, - 18343 - ], - [ - 18344, - 18348 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 72, - 74, - 81, - 82, - 84 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 75 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 35, - 38, - 51, - 52, - 53, - 56, - 81, - 82, - 85 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 76, - 77 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000736291/000093066199001320/0000930661-99-001320.txt" - }, - { - "id": 393, - "file_name": "769592_0000950133-02-003341_w64132exv10w4.txt", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into effective as of the 9th day of April, 2002 between NeoReach, Inc. (\"Neoreach\") a Maryland corporation with offices at 3204 Tower Oaks Blvd., Ste 350, Rockville, MD 20852 and Prime Circuits, Inc. P. O. Box 60123, Potomac, MD (\"Prime Circuits\").\nWHEREAS, the Parties contemplate entering into business discussions and/or preliminary technical discussions relating to certain proposed business arrangements; and\nWHEREAS, the Parties may need or want to disclose certain Information to each other on a confidential basis in connection with their discussions regarding or in anticipation of such business arrangements;\nNOW THEREFORE, in consideration of the disclosure of Proprietary Information (as defined herein) by either Party, the Parties agree as follows:\n1. As Used Herein:\n\"Information\" is defined as communications or data including, but not limited to, business information, marketing plans, technical or financial information, customer lists or proposals, sketches, models, samples, computer programs and documentation, drawings, specifications, whether conveyed in oral, written, graphic, or electromagnetic form or otherwise.\n\"Party\" is defined as either entity executing this Agreement and any subsidiary, division, affiliate, or parent company of such entity.\n\"Proprietary Information\" is defined as that Information owned or possessed by either Party that said Party desires to protect as confidential against unrestricted disclosure or improper competitive use, and that is designated as such in the manner provided by this Agreement.\n2. All Information that is disclosed by one Party (\"Disclosing Party\") to the other (\"Receiving Party\") and that is to be protected hereunder by the Receiving Party as Proprietary Information if in writing or other tangible form, shall be conspicuously labeled as \"proprietary\", \"confidential\" or with words of similar import at the time of delivery.\nThe \"Disclosing Party\" shall disclose in writing or other tangible form to the \"Receiving Party\" any direct or indirect business, financial arrangements or other interests with the Company or any individual in the Company. Such disclosure shall be made to the \"Receiving Party\" prior to any contractual agreement or receipt of Proprietary Information.\n3. Proprietary Information of the Disclosing Party shall remain the property of the Disclosing Party. Proprietary Information of the Disclosing Party shall be treated and safeguarded hereunder by the Receiving Party for a period of two (2) years from the date of disclosure. The Receiving Party warrants that it applies reasonable safeguards against the unauthorized disclosure of Proprietary Information and that it will protect such Proprietary Information as least as securely as it protects its own Proprietary Information.\n4. The Receiving Party agrees that (i) the documents provided to the Receiving Party hereunder containing Proprietary Information of the Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating its interest in the business arrangements described or performing a future agreement between the Parties; (ii) it will not use such documents disclosed hereunder for any other purpose; and (iii) it will not distribute, disclose or disseminate Proprietary Information to anyone except its employees with a need to know who are involved in the consideration or performance of the business arrangements described herein.\n5. This Agreement shall not apply to Information that:\n(a) is in or enters the public domain, through no fault of the Receiving Party; or\n(b) is or has been disclosed by the Disclosing Party to the other Party or to a third party without restriction; or\n(c) is already in the possession of the Receiving Party, without restriction and prior to disclosure of the Information hereunder; or\n(d) is or has been lawfully disclosed by a third party to the Receiving Party without an obligation of confidentiality; or\n(e) is developed by the Receiving Party independently of any breach of this Agreement; or\n(f) the applicable period of confidentiality pursuant to paragraph 3 has ended.\nEach party may disclose any Proprietary Information to the extent that such Party has been advised by counsel that such disclosure is necessary to comply with laws or regulations, or any judicial order or request, or as necessary in connection with the filing of any patent, copyright, or similar application or registration; provided that each Party shall give the other Party reasonable advance notice of such proposed disclosure, shall where practicable use its best efforts to secure confidential treatment of any such Proprietary Information and shall advise the other Party in writing of the manner of the disclosure.\n6. This Agreement shall terminate two (2) years from the date first written above, except the obligations of confidentiality pursuant to paragraph 3, and the terms of paragraph 4, shall continue for the period specified in paragraph 3.\n7. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply a commitment by either Party with respect to present or future business arrangements or other subject matter not expressly set forth herein.\n8. The Receiving Party shall have, or shall enter into, agreements with its parent, divisions, subsidiary companies and consultants that will safeguard the Proprietary Information disclosed hereunder consistent with the terms of this Agreement. With respect to employees, the Receiving Party shall advise all employees who will have access to Proprietary Information as to their obligations contained herein.\n9. Except as expressly provided herein, no license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret.\n10. Any amendment to this Agreement must be in writing and signed by authorized officials of each Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.\n11. At the Disclosing Party's request, all Proprietary Information of the Disclosing Party in tangible form that is in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed.\n12. Each Party agrees that it will not disclose the subject matter or terms of this Agreement or the discussions between the Parties without the written consent of the other Party.\n13. This Agreement shall be governed by the laws of the State of Maryland.\nNeoReach, Inc. Prime Circuits, Inc.\nBy: /s/ Arne Dunhem By: /s/ Satpal Singh\n---------------------------- ----------------------------\nTitle: President Title: President\nDate: April 9th, 2002 Date: April 9th, 2002\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 319 - ], - [ - 320, - 484 - ], - [ - 485, - 689 - ], - [ - 690, - 833 - ], - [ - 834, - 852 - ], - [ - 853, - 1210 - ], - [ - 1211, - 1346 - ], - [ - 1347, - 1623 - ], - [ - 1624, - 1974 - ], - [ - 1975, - 2198 - ], - [ - 2198, - 2326 - ], - [ - 2327, - 2429 - ], - [ - 2429, - 2602 - ], - [ - 2602, - 2854 - ], - [ - 2855, - 2890 - ], - [ - 2890, - 3189 - ], - [ - 3189, - 3272 - ], - [ - 3272, - 3500 - ], - [ - 3501, - 3555 - ], - [ - 3556, - 3638 - ], - [ - 3639, - 3754 - ], - [ - 3755, - 3888 - ], - [ - 3889, - 4011 - ], - [ - 4012, - 4101 - ], - [ - 4102, - 4181 - ], - [ - 4182, - 4805 - ], - [ - 4806, - 5041 - ], - [ - 5042, - 5279 - ], - [ - 5280, - 5525 - ], - [ - 5525, - 5688 - ], - [ - 5689, - 5892 - ], - [ - 5893, - 5998 - ], - [ - 5998, - 6097 - ], - [ - 6098, - 6310 - ], - [ - 6311, - 6491 - ], - [ - 6492, - 6566 - ], - [ - 6567, - 6602 - ], - [ - 6603, - 6643 - ], - [ - 6644, - 6673 - ], - [ - 6673, - 6701 - ], - [ - 6702, - 6735 - ], - [ - 6736, - 6779 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 12, - 31 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 24 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 15, - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 21, - 23 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 15, - 16, - 17 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000769592/000095013302003341/0000950133-02-003341.txt" - }, - { - "id": 394, - "file_name": "770461_0001144204-05-023830_v022988_ex10-6.txt", - "text": "EXHIBIT 10.6\nNON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT\nTHIS NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT (\"Agreement\"), dated this 2nd day of August 2005 (the \"Effective Date\"), by and between John Ermilio (\"Ermilio\") and National Investment Managers Inc., a Florida corporation (the \"Purchaser\").\nRECITALS\nA. Pursuant to that certain Stock Purchase Agreement, dated August 2, 2005, by and among Haddon Strategic Alliances, Inc., John Ermilio and the Purchaser (collectively, the \"Purchase Agreement\"), the Purchaser is acquiring 100% of the Companies' issued and outstanding common stock, including Ermilio's controlling interest therein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.\nB. Ermilio has been a principal shareholder of the Company for many years and has developed and received special, unique and extraordinary knowledge, information and goodwill in connection therewith.\nC. It is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, and an inducement to the Purchaser to enter into the Purchase Agreement and effect the purchase of the Company and its businesses thereunder and the goodwill represented thereby, that the parties hereto execute and deliver this Agreement.\nD. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Purchase Agreements.\nNOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1 Non-Competition; Non-Solicitation. Commencing on the date hereof and ending on the last day of the Restricted Period (as defined below), Ermilio covenants and agrees that he will not, without the Purchaser's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of the Purchaser or its Affiliates):\n(A) be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual that competes with the Purchaser or its Affiliates in the areas of pension administration, insurance product sales, investment advisory services and other retirement products, in the following territory: in Pennsylvania - the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia; and in New Jersey - the counties of Burlington, Camden, Cumberland, Gloucester, Mercer and Salem;\n(B) solicit or divert any business or any customer from the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so;\n(C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Purchaser or its Affiliates or assist any person, firm, corporation or other entity in doing so; or\n(D) hire, solicit or divert from the Purchaser or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or the Restricted Period, been engaged by the Purchaser or its Affiliates, nor assist any person, firm, corporation or other entity in doing so.\nAs used in this Agreement, the term \"Affiliates\" shall mean any entity controlling, controlled by or under the common control of the Purchaser. For the purpose of this Agreement, \"control\" shall mean the direct or indirect ownership of fifty (50%) percent or more of the outstanding shares or other voting rights of an entity or possession, directly or indirectly, of the power to direct or cause the direction of management and policies of an entity.\nAs used in this Agreement, \"Restricted Period\" means the period commencing on the date hereof and ending as follows: If the Purchaser or SHRA does not offer Ermilio an extension (\"Extension\") of his employment agreement, of even date herewith, with SHRA beyond the expiration date of the original one-year term (\"Expiration Date\"), then the Restricted Period shall be one (1) year from the date hereof. If the Purchaser or SHRA offers Ermilio an Extension, then the Restricted Period shall extend until the later of (i) two (2) years from the date hereof and (ii) one (1) year from the date of his termination of employment with the SHRA, or any Affiliate of SHRA, for any reason.\n2 Nondisclosure. Ermilio understands and agrees that the business of the Purchaser and its Affiliates is based upon specialized work and Confidential Information (as hereinafter defined). Ermilio agrees that during the Restricted Period, he shall keep secret all such Confidential Information and that he will not, directly or indirectly, use for his own benefit or for the benefit of others nor Disclose (as hereinafter defined), without the prior written consent of the Purchaser, any Confidential Information. At any time upon the Purchaser's request, Ermilio shall turn over to the Purchaser all books, notes, memoranda, manuals, notebooks, records and other documents made, compiled by, delivered to, or in the possession or control of Ermilio containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard disks, wherever located, containing any such information, it being agreed that the same and all information contained therein are at all times the exclusive property of the Purchaser and its Affiliates.\nAs used in this Agreement, the term \"Confidential Information\" means any information or compilation of information not generally known to the public or the industry, that is proprietary or confidential to the Purchaser, its Affiliates and/or those doing business with the Purchaser and/or its Affiliates, including but not limited to know-how, process, techniques, methods, plans, specifications, trade secrets, patents, copyrights, supplier lists, customer lists, mailing lists, financial information, business plans and/or policies, methods of operation, sales and marketing plans and any other information acquired or developed by Ermilio in the course of his past, present and future dealings with the Purchaser and its Affiliates, which is not readily available to the public.\n\"Confidential Information\" does not include any information, datum or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by Executive; (c) after it becomes available to Executive on a nonconfidential basis from a source other than the Company or its Affiliates or a person or entity breaching his or its confidentiality agreement or other relationship of confidence with the Company or its Affiliates; or (d) developed independently by Executive without any reference to or use whatsoever of any Confidential Information of the Company or its Affiliates.\nAs used in this Agreement, the term \"Disclose\" means to reveal, deliver, divulge, disclose, publish, copy, communicate, show, allow or permit access to, or otherwise make known or available to any third party, any of the Confidential Information.\n3 Blue Pencil Doctrine. In the event that the restrictive covenants contained in Section 1 and/or Section 2 of this Agreement shall be found by a court of competent jurisdiction to be unreasonable by reason of such restrictive covenants extending for too great a period of time or over too great a geographic area or by reason of such restrictive covenants being too extensive in any other respect, then such restrictive covenant shall be deemed modified to the minimum extent necessary to make such restrictive covenant reasonable and enforceable under the circumstances.\n4 Injunctive Relief. If Ermilio shall breach or threaten to breach any of the provisions of Section 1 and/or Section 2, in addition to and without limiting any other remedies available to the Purchaser at law or in equity, the Purchaser shall be entitled to seek immediate injunctive relief in any court to restrain any such breach or threatened breach and to enforce the provisions of Section 1 and/or Section 2, as the case may be. Ermilio acknowledges and agrees that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, Ermilio shall not use as a defense thereto that there is an adequate remedy at law.\n5 Reasonableness of Covenants. Ermilio acknowledges and agrees that the restrictive covenants contained in this Agreement are a necessary inducement to Purchaser purchasing Ermilio's ownership interests in the Companies, and that the scope (geographic and otherwise) and period of duration of the restrictive covenants contained in this Agreement are both fair and reasonable and that the interests sought to be protected by the Purchaser are legitimate business interests entitled to be protected. Ermilio further acknowledges and agrees that the Purchaser would not have purchased Ermilio's ownership interests in the Companies pursuant to the Purchase Agreement unless Ermilio entered into this Agreement.\n6 General Provisions.\n(A) Entire Agreement. This Agreement, together with the Purchase Agreements and any other agreements contemplated thereby, contain the entire agreement of the parties hereto with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings, oral or written, among the parties hereto and thereto with respect to the subject matter hereof and thereof.\n(B) Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all of the parties and then such waiver shall only be effective in the specific instance and for the specific purpose for which it was given.\n(C) Notices. All notices and other communications under this Agreement shall be in writing and shall be given in accordance with the notice provisions of the Purchase Agreements.\n(D) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representative(s), successors and permitted assigns. This Agreement may be assigned to, and thereupon shall inure to the benefit of, any organization which succeeds to substantially all of the business or assets of the Purchaser, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of the Purchaser or otherwise, including, without limitation, by operation of law.\n(E) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws that would result in the application of the laws of another jurisdiction. This Agreement shall be construed and interpreted without regard to any presumption against the party causing this Agreement to be drafted. Each of the parties hereby unconditionally and irrevocably waives the right to a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the Federal district court for the Southern District of New York located in the County of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereby unconditionally and irrevocably waives any objection to venue in any such court.\n(F) Recovery of Attorneys' Fees and Costs. If any action for breach of or to enforce the provisions of this Agreement is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. Such attorneys' fees and costs shall be paid by the non-prevailing party in such action.\n(G) Headings. The headings to the paragraphs of this Agreement are intended for the convenience of the parties only and shall in no way be held to explain, modify, amplify or aid in the interpretation of the provisions hereof.\n(H) Severability. The provisions of this Agreement shall be deemed severable and if any portion hereof shall be held invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the remainder shall not thereby be invalidated but shall remain in full force and effect.\n(I) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.\nNATIONAL INVESTMENT MANAGERS INC.\nBy: __________________________\nName:\nTitle:\n-------------------------------\nJOHN ERMILIO\n[SIGNATURE PAGE -\nNON-COMPETITION, NON-DISCLOSURE AND\nNON-SOLICITATION AGREEMENT - JE]\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 75 - ], - [ - 76, - 336 - ], - [ - 337, - 345 - ], - [ - 346, - 679 - ], - [ - 679, - 799 - ], - [ - 800, - 999 - ], - [ - 1000, - 1349 - ], - [ - 1350, - 1488 - ], - [ - 1489, - 1692 - ], - [ - 1693, - 1730 - ], - [ - 1730, - 2183 - ], - [ - 2184, - 2762 - ], - [ - 2763, - 2942 - ], - [ - 2943, - 3152 - ], - [ - 3153, - 3515 - ], - [ - 3516, - 3660 - ], - [ - 3660, - 3967 - ], - [ - 3968, - 4371 - ], - [ - 4371, - 4484 - ], - [ - 4484, - 4527 - ], - [ - 4527, - 4648 - ], - [ - 4649, - 4666 - ], - [ - 4666, - 4837 - ], - [ - 4837, - 5162 - ], - [ - 5162, - 5736 - ], - [ - 5737, - 6518 - ], - [ - 6519, - 6595 - ], - [ - 6595, - 6656 - ], - [ - 6656, - 6783 - ], - [ - 6783, - 7053 - ], - [ - 7053, - 7202 - ], - [ - 7203, - 7449 - ], - [ - 7450, - 7474 - ], - [ - 7474, - 8022 - ], - [ - 8023, - 8044 - ], - [ - 8044, - 8457 - ], - [ - 8457, - 8729 - ], - [ - 8730, - 8761 - ], - [ - 8761, - 9229 - ], - [ - 9229, - 9438 - ], - [ - 9439, - 9460 - ], - [ - 9461, - 9483 - ], - [ - 9483, - 9860 - ], - [ - 9861, - 9884 - ], - [ - 9884, - 10152 - ], - [ - 10153, - 10166 - ], - [ - 10166, - 10331 - ], - [ - 10332, - 10348 - ], - [ - 10348, - 10522 - ], - [ - 10522, - 10878 - ], - [ - 10879, - 10898 - ], - [ - 10898, - 11215 - ], - [ - 11215, - 11355 - ], - [ - 11355, - 11570 - ], - [ - 11570, - 12081 - ], - [ - 12082, - 12125 - ], - [ - 12125, - 12349 - ], - [ - 12349, - 12437 - ], - [ - 12438, - 12452 - ], - [ - 12452, - 12664 - ], - [ - 12665, - 12683 - ], - [ - 12683, - 12958 - ], - [ - 12959, - 12977 - ], - [ - 12977, - 13137 - ], - [ - 13138, - 13243 - ], - [ - 13244, - 13277 - ], - [ - 13278, - 13282 - ], - [ - 13282, - 13308 - ], - [ - 13309, - 13314 - ], - [ - 13315, - 13321 - ], - [ - 13322, - 13353 - ], - [ - 13354, - 13366 - ], - [ - 13367, - 13384 - ], - [ - 13385, - 13420 - ], - [ - 13421, - 13453 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 26 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 27, - 31 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 30 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000770461/000114420405023830/0001144204-05-023830.txt" - }, - { - "id": 396, - "file_name": "87814_0000930661-96-001456_document_4.txt", - "text": "VOLUMETRIC TOMOGRAPHY CONSORTIUM\nNON-DISCLOSURE AGREEMENT\nThis Agreement, effective as of ____________, 199_, is by and between GENERAL MOTORS CORPORATION, having a place of business at _______________, Michigan (\"GM\"), and _______________________________, having a place of business at ______________________ (\"Other Participant\").\nRECITALS:\nA. GM and Other Participant, together with others, are partial to a Collaboration Agreement under which they will conduct joint research on a Volumetric Computed Tomography System for characterizing critical objects three dimensionally in automotive applications (the \"Project\") in conjunction with the National Institute of Standards and Technology's ATP Program.\nB. In connection with their specific work on the Project described in Task ______ of the Statement of Work for the Project, each (\"Discloser\") of GM and Other Participant desires to share with the other (\"Recipient\") certain specific Proprietary Information of the Discloser which the Recipient desires to receive and use in confidence for the specific purpose (\"Purpose\") of performing Recipient's work on the Project.\nC. The specific type of Proprietary Information to be disclosed by GM is as follows: ____________________________________________________________________, and the Specific type of Proprietary Information to be disclosed by Other Participant is as follows: ____________________________________________________.\nD. Unless extended by the mutual written agreement of the parties, all disclosures pursuant to this Agreement shall be me during the period of ______, 199_ to _______, 199_.\nNOW, THEREFORE, GM and Other Participant agree as follows:\n1. As used herein, the term \"Proprietary Information\" means trade secrets or confidential commercial, technical and/or financial information of the Discloser whether developed outside of the Project or in connection with the Project, except information which the Recipient can show:\n(a) was in the public domain prior to the Recipient's receipt of the same hereunder, or which subsequently becomes part of the public domain (by publication or otherwise) other than by the wrongful act of the Recipient; or\n(b) was developed by the Recipient and in the Recipient's possession prior to the Recipient's receipt of the same from said Discloser hereunder; or\n(c) was rightfully received by the Recipient from a third person who did not acquire the same directly or indirectly from said Discloser, and who did not require or no longer requires the Recipient to hold the same in confidence; or\n(d) is independently developed by or for the Recipient by someone who had no access to the proprietary information received from said Discloser hereunder;\nit being understood that specific information received hereunder shall not be deemed to be within any of the above exceptions merely because the same is embraced by more general information within one of said exceptions, nor shall any combination of features be considered within any of said exceptions merely because the individual features, separately considered, are within said exceptions.\n2. With respect to all Discloser's Proprietary Information which is initially disclosed in writing marked \"[DISCLOSER'S NAME] PROPRIETARY\" or which, if initially orally disclosed and identified as proprietary, is confirmed to Recipient in such a writing within ten [10]] business days after its initial disclosure hereunder, Recipient agrees that (a) Recipient will use reasonable efforts (which shall be not less than the same degree of care as Recipient uses with respect to its own Proprietary Information) to prevent the disclosure of the same to third persons, and (b) Recipient will use the same exclusively for the Purpose, unless and until Discloser authorizes any other disclosure or use in writing. Further, Recipient will only disclose Proprietary Information within its company to those of its employees who have a need to know the sane for the Purpose, and who have agreed to be bound by the use and disclosure restrictions contained herein.\n3. Each Recipient's obligations under this Agreement with respect to a particular increment of the Discloser's Proprietary Information shall continue for a period which is either (a) _____ [__] years after Recipient's initial receipt of said increment hereunder, or (b) _____ [__] years after the completion or other termination of the Project, whichever of (a) or (b) is longer.\n4. Nothing in this Agreement shall be construed to prohibit or restrict Recipient's use or disclosure of information received from a third party who Recipient reasonably believes did not receive such information (directly or indirectly) from Discloser.\n5. This Agreement shall be governed by and interpreted in accordance with the laws of New York, not including any conflicts of law rules which may direct the application of the laws of any other jurisdiction.\nIN WITNESS WHEREOF, each of GM and the Other Participant have caused this Agreement to be executed by its duly authorized representative.\nGENERAL MOTORS CORPORATION [OTHER PARTICIPANT]\nBy: /s/ THOMAS G. STEPHENS By:\n---------------------------- ----------------------------\nName: Thomas G. 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The Company is acquiring the assets of Unitel, Inc., a telecommunications businesses (the \"Asset Purchase Agreement\") of which Shareholder is an owner and executive officer, pursuant to the terms of an Assets Purchase Agreement.\nB. The Company is concurrently engaging Shareholder as an executive officer pursuant to the terms of an Employment Agreement.\nC. Company is a wholly owned subsidiary of Parent and Parent has guaranteed Shareholder's Employment Agreement.\nD. To induce the Company to consummate the Asset Purchase Agreement and employ Shareholder as an executive officer, and to further induce the Parent to guarantee the Employment Agreement of Shareholder, Shareholder agrees to the terms, conditions and restrictions of this Agreement.\nNOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which is acknowledged, the Company and Shareholder agree as follows:\nSECTION 1. - COVENANT NOT TO COMPETE\na) DEFINITIONS. The following terms will have the meanings set forth below:\ni) \"Company's Affiliates\" means Telecomm and any subsidiary or commonly owned corporation, partnership, limited liability company, joint venture, or other entity of Telecomm.\nii) \"Compete\" means to manage, operate, control, or participate in, or have any ownership interest in, or make loans to, or guaranty loans for, or act as surety for, or aid or advise as an employee, officer, director, consultant, agent or otherwise, whether directly or indirectly, any business (whether an individual, sole proprietorship, partnership, corporation, firm, joint venture, trust, or other entity) which is engaged in any business in which the Company or the Company's Affiliates is engaged.\niii) \"Restricted Area\" means any state, territory, province or other jurisdiction of the United States of America or Canada in which the Company or the Company's Affiliates engage in or solicit business, or plan to engage in or solicit business (as evidenced by business records existing at the time of termination if known to Shareholder), at any time during Shareholder's employment with the Company or any of the Company's Affiliates. The Restricted Area is deemed to include, at a minimum, the States of Illinois, Indiana, Michigan, Ohio, Kentucky and Wisconsin.\niv) \"Restricted Period\" means during the Shareholder's employment with the Company or any of the Company's Affiliates and continuing for a period of three (3) years following the date of termination, but in all events for a period of not less than five (5) years following the date of this Agreement.\nv) \"Shareholder's Affiliates\" means, collectively and individually: Any trust, corporation, partnership, limited liability company, joint venture, or other entity for the benefit of, controlled by, or under common control with, directly or indirectly, Shareholder.\nb) IN GENERAL. As a consequence of Shareholder's prior ownership and operation of Unitel, Inc. and employment with the Company or any of the Company's Affiliates, Shareholder has and will receive and deal with confidential information and business methods which are the exclusive property of the Company and the Company's Affiliates, including, but not limited to, its financial data, market data, business practices, pricing techniques, market development techniques, acquisition and development plans, and relationships with customers and suppliers. Shareholder further acknowledges that the confidential information acquired from the Merged Companies or the Company or the Company's Affiliates are of such a value and nature as to make it reasonable and necessary for the protection of the Company and the Company's Affiliates that Shareholder not Compete with the Company or the Company's Affiliates within the area and for a period of time hereinafter set forth, and that the Company and the Company's Affiliates will be irreparably injured, and the value of their capital stock and goodwill irreparably damaged, if Shareholder were to use or disclose any of the confidential information concerning the Company or the Company's Affiliates which Shareholder has acquired or will acquire, or if Shareholder were to Compete with the Company or any of the Company's Affiliates.\nAccordingly, except as hereinafter set forth, Shareholder represents, warrants, covenants and agrees that during the Restricted Period, neither Shareholder nor Shareholder's Affiliates will Compete with the Company or any of the Company's Affiliates in the Restricted Area.\nWithout limiting the generality of the foregoing restrictive covenant, Shareholder further represents, warrants, covenants and agrees that neither Shareholder nor any of Shareholder's Affiliates will, during the Restricted Period: (i) promote the business of any person or entity engaged in a business which Competes with the Company or any of the Company's Affiliates; (ii) solicit, divert or take away or attempt to solicit, divert or take away any of the Company's or any of the Company's Affiliate's customers, distributors, suppliers or patronage; (iii) attempt to seek or cause any of the Company's or any of the Company's Affiliates clients or customers to refrain from patronizing the Company or any of the Company's Affiliates; or (iv) employ or engage or attempt to employ or engage in any capacity any person employed or contracted by the Company or any of the Company's Affiliates at the date of termination of Shareholder's employment with the Company and any of the Company's Affiliates.\nc) REASONABLENESS OF RESTRICTIONS. Shareholder acknowledges that: (i) Shareholder's experience and capabilities are such that the provisions of this Section 1 will not prevent Shareholder from earning a livelihood; (ii) the services to be rendered by Shareholder to the Company and the Company's Affiliates are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in this Section 1 and Section 2 are reasonable and necessary for the protection of the Company and the Company's Affiliates; and (iv) the Company and the Company's Affiliates cannot be adequately compensated with monetary damages for any violation by Shareholder of any of the provisions of this Section 1 and/or Section 2.\nAccordingly, Shareholder agrees and consents that if Shareholder violates any of the provisions contained in this Section 1 or Section 2, the Company and the Company's Affiliates will be entitled to seek injunctive from any court of competent jurisdiction, without bond, restraining Shareholder from committing or continuing any violation of this Section 1 or Section 2. The Company and the Company's Affiliates will also be entitled to any other remedies they may have at law, in equity, under this Agreement, or otherwise.\nd) SUSPENSION OF RESTRICTED PERIOD. In the event Shareholder breaches any obligations, representations, warranties or covenants as set forth herein, the Restricted Period will be tolled from the date of the breach until such time as the violation(s) ceases, and the Restricted Period extended for a period equal to the period of breach.\ne) SEVERABILITY. Shareholder agrees that each of the covenants set forth in this Section 1 and in Section 2 is a separate and distinct covenant, independent of others and any other provision of this Agreement, and that the illegality or invalidity of any one, or more of the covenants or any part of one or more of them, will not render the others illegal or invalid. If the invalidity or unenforceability is due to the unreasonableness of the time or geographical area covered by said covenants, then said covenants will nevertheless be enforced to the maximum extent permitted by law and effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction, and the parties hereby consent and agree that such scope may be judicially modified in any proceeding brought to enforce such covenants.\nf) INDEPENDENT SIGNIFICANCE. The covenants set forth in this Section 1 and the covenants of confidentiality contained in Section 2 below are of the essence of this Agreement and will be construed as independent of any other of the provisions of this Agreement, the Merger Agreement and the Employment Agreement, and the existence of any claim or cause of action of Shareholder against the Company or the Company's Affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company or any of the Company's Affiliates of any of said covenants.\nSECTION 2. - CONFIDENTIAL INFORMATION\na) NON-DISCLOSURE - IN GENERAL. From the date hereof, Shareholder will maintain in strict confidence and will not, directly or indirectly, or through Shareholder's Affiliates, divulge, transmit, publish, release, or otherwise use of cause to be used in any manner contrary to the interests of the Company or any of the Company's Affiliates, any confidential information relating to the Company's or any of the Company's Affiliates' systems, operations, products, services, business methods, management practices, contracts, computer programs and data bases, records, development data and reports, quality control specifications, cost analyses, flow charts, know-how, consumer lists, supplier lists, prospects, market development programs, acquisition programs, personnel data, or any information relating to customers, suppliers, products, sales, acquisitions, acquisition plans, financial structure, or pricing, and other information of like nature. Shareholder acknowledges that all information regarding the Company or the Company's Affiliates compiled or obtained by, or furnished to Shareholder regarding the Company, the Company's Affiliates or their respective businesses is confidential information and the Company's and the Company's Affiliates' exclusive property. Upon demand by the Company, and in any event upon termination of Shareholder's services, Shareholder will deliver to the Company all original and facsimile records, documents and data in Shareholder's possession or under Shareholder's control, or in Shareholder's Affiliates' possession or under Shareholder's Affiliates' control, pertaining to the Company or any of the Company's Affiliates.\nb) EXCEPTIONS. Notwithstanding the foregoing, this provision does not apply to the extent, and only to the extent, that such information is clearly obtainable in the public domain through no fault of Shareholder or Shareholder's Affiliates.\nSECTION 3. - NON-WAIVER\nThe failure of either party at any time or from time to time to require performance of any of the other party's obligations under this Agreement will in no matter affect such party's rights to enforce any provision of this Agreement at a subsequent time, and the waiver by either party of any right arising out of any breach will not be construed as a waiver of any right arising out of any subsequent breach.\nSECTION 4. - NOTICES\nAll notices and other communications hereunder will be in writing and will be either personally delivered or mailed by certified mail, return receipt requested, addressed as follows:\nTo Employee: Jon Satterthwaite\n744 N. Arlington Avenue\nIndianapolis, Indiana 46219\nWith a copy to: Mr. Robert W. Zentz, Esq.\nFrank & Kraft\n1st Indiana Plaza\nIndianapolis, Indiana 46204\nTo the Company: Teleco Acquisition Corp.\n9310 Progress Parkway\nMentor, Ohio 44060\nWith a copy to: Melvyn E. Resnick, Esquire\nDworken & Bernstein Co., L.P.A.\n153 East Erie Street, Suite 304\nPainesville, Ohio 44077\nEither party may designate a different address pursuant to all written notices to each other party complying as to delivery with the terms of this Section. All such notices and other communications will be effective when deposited in the mail or upon personal delivery, addressed as aforesaid.\nSECTION 5. - MISCELLANEOUS\na) AMENDMENTS. This Agreement may be amended from time to time as the parties desire, so long as such amendments are in writing and executed by the parties hereto.\nb) ASSIGNMENT. This Agreement is personal services to Shareholder and may not be assigned or transferred by Shareholder to, or the obligations of Shareholder fulfilled by, any other person or entity. Similarly, this Agreement and the rights and obligations thereunder may not be assigned by the Company to any other person or entity, except to any and all successors in interest to the Company or the Company's Affiliates (whether by way of sale, exchange, disposition, merger, consolidation, reorganization or otherwise).\nc) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, respecting the within subject matter.\nd) GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio. Non-exclusive venue and jurisdiction for any action arising hereunder will be in the Courts of Common Pleas of Cuyahoga County, Ohio or in federal courts situated in the Northern District of Ohio (Eastern Division), in addition to any other courts having venue and jurisdiction. Each party irrevocably consents to the personal and subject matter jurisdiction of said courts.\ne) BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns, and Seller, and Seller's heirs, representatives and permitted assigns. The terms of this Agreement, as they relate to the Company's Affiliates, will also inure to the benefit of the Company's Affiliates, their successors and assigns.\nf) RECITALS. The recitals hereto are an integral part of this Agreement and are incorporated herein by reference.\ng) COSTS AND EXPENSES. Each party will bear such party's own costs and expenses in connection with the negotiation and preparation of this Agreement.\nIN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.\n\"SHAREHOLDER\"\n/s/ Jon Satterthwaite\n----------------------------------------\nJon Satterthwaite\n\"COMPANY\"\nTELECO ACQUISITION CORP.\nAN OHIO CORPORATION\nBy: /s/ James Lowrey\n-------------------------------------\nJames Lowrey, Chairman\n\"PARENT\"/ \"TELECOMM\"\nTELECOMM INDUSTRIES CORP.\nBy: /s/ James Lowrey\n-------------------------------------\nJames Lowrey, Chairman\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 325 - ], - [ - 326, - 335 - ], - [ - 336, - 567 - ], - [ - 568, - 693 - ], - [ - 694, - 805 - ], - [ - 806, - 1088 - ], - [ - 1089, - 1314 - ], - [ - 1315, - 1323 - ], - [ - 1323, - 1351 - ], - [ - 1352, - 1368 - ], - [ - 1368, - 1427 - ], - [ - 1428, - 1602 - ], - [ - 1603, - 2107 - ], - [ - 2108, - 2546 - ], - [ - 2546, - 2674 - ], - [ - 2675, - 2975 - ], - [ - 2976, - 3044 - ], - [ - 3044, - 3240 - ], - [ - 3241, - 3256 - ], - [ - 3256, - 3793 - ], - [ - 3793, - 4619 - ], - [ - 4620, - 4893 - ], - [ - 4894, - 5125 - ], - [ - 5125, - 5264 - ], - [ - 5264, - 5447 - ], - [ - 5447, - 5634 - ], - [ - 5634, - 5895 - ], - [ - 5896, - 5931 - ], - [ - 5931, - 5962 - ], - [ - 5962, - 6111 - ], - [ - 6111, - 6299 - ], - [ - 6299, - 6469 - ], - [ - 6469, - 6663 - ], - [ - 6664, - 7035 - ], - [ - 7035, - 7188 - ], - [ - 7189, - 7225 - ], - [ - 7225, - 7525 - ], - [ - 7526, - 7543 - ], - [ - 7543, - 7894 - ], - [ - 7894, - 8380 - ], - [ - 8381, - 8410 - ], - [ - 8410, - 8982 - ], - [ - 8983, - 8991 - ], - [ - 8991, - 9020 - ], - [ - 9021, - 9053 - ], - [ - 9053, - 9972 - ], - [ - 9972, - 10296 - ], - [ - 10296, - 10688 - ], - [ - 10689, - 10704 - ], - [ - 10704, - 10929 - ], - [ - 10930, - 10938 - ], - [ - 10938, - 10953 - ], - [ - 10954, - 11363 - ], - [ - 11364, - 11372 - ], - [ - 11372, - 11384 - ], - [ - 11385, - 11567 - ], - [ - 11568, - 11598 - ], - [ - 11599, - 11622 - ], - [ - 11623, - 11650 - ], - [ - 11651, - 11692 - ], - [ - 11693, - 11706 - ], - [ - 11707, - 11724 - ], - [ - 11725, - 11752 - ], - [ - 11753, - 11793 - ], - [ - 11794, - 11799 - ], - [ - 11799, - 11815 - ], - [ - 11816, - 11834 - ], - [ - 11835, - 11877 - ], - [ - 11878, - 11909 - ], - [ - 11910, - 11941 - ], - [ - 11942, - 11965 - ], - [ - 11966, - 12122 - ], - [ - 12122, - 12259 - ], - [ - 12260, - 12268 - ], - [ - 12268, - 12286 - ], - [ - 12287, - 12302 - ], - [ - 12302, - 12450 - ], - [ - 12451, - 12466 - ], - [ - 12466, - 12651 - ], - [ - 12651, - 12973 - ], - [ - 12974, - 12995 - ], - [ - 12995, - 13269 - ], - [ - 13270, - 13288 - ], - [ - 13288, - 13389 - ], - [ - 13389, - 13668 - ], - [ - 13668, - 13763 - ], - [ - 13764, - 13783 - ], - [ - 13783, - 13959 - ], - [ - 13959, - 14121 - ], - [ - 14122, - 14135 - ], - [ - 14135, - 14235 - ], - [ - 14236, - 14259 - ], - [ - 14259, - 14385 - ], - [ - 14386, - 14479 - ], - [ - 14480, - 14493 - ], - [ - 14494, - 14515 - ], - [ - 14516, - 14556 - ], - [ - 14557, - 14574 - ], - [ - 14575, - 14584 - ], - [ - 14585, - 14609 - ], - [ - 14610, - 14629 - ], - [ - 14630, - 14650 - ], - [ - 14651, - 14688 - ], - [ - 14689, - 14711 - ], - [ - 14712, - 14732 - ], - [ - 14733, - 14758 - ], - [ - 14759, - 14779 - ], - [ - 14780, - 14817 - ], - [ - 14818, - 14840 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 48 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 20, - 46 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 23, - 25, - 27 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 46 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000087888/000091205797029111/0000912057-97-029111.txt" - }, - { - "id": 399, - "file_name": "96238_0000950103-97-000583_document_4.txt", - "text": "August 7, 1997\nMs. Donna M. Hitscherich\nVice President\nJ.P. Morgan Securities Inc.\n60 Wall Street\nNew York, New York 10260\nDear Ms. Hitscherich:\nCarpenter Technology Corporation (\"we\", \"our\" or \"us\") has requested information regarding Talley Industries, Inc. (the \"Company\", \"your\" or \"you\") in connection with our consideration of the possible acquisition of the Company (a \"Possible Transaction\"). In consideration of your furnishing us with the Evaluation Materials (as defined below) we agree as follows:\nConfidentiality of Evaluation Materials\nWe will treat confidentially any information (whether written or oral) that either the Company or its financial advisor, J.P. Morgan & Co. Incorporated (\"JPM\"), or the Company's other representatives furnish to us in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by us, or by our representatives (as defined below) which contain or otherwise reflect such information or our review of, or interest in, the Company (collectively, the \"Evaluation Materials\"). We recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to us orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as \"confidential\". The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by us or our representatives, (ii) was or becomes available to us on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to us by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by us.\nUse of Evaluation Materials\nWe will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. We and our representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) any of such information may be disclosed to those of our directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"our representatives\") who we reasonably determine need to know such information for the purpose of evaluating a Possible Transaction between us and the Company (it being understood that our representatives shall be informed by us of the confidential nature of such information and shall be directed by us, and shall each agree to treat such information confidentially) and (ii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither we nor our representatives shall use any of the Evaluation Materials for any purpose. We will be responsible for any breach of this Agreement by our representatives. In the event that we or any of our representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, we or our representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) we or our representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which we are advised by counsel is legally required to be disclosed, and shall exercise our best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) we shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by us or our representatives not permitted by this Agreement. Non-Disclosure\nThe disclosure of our possible interest in purchasing the Company could have a material adverse effect on the Company's business if for any reason an agreement of purchase and sale is not consummated. Accordingly, unless required by applicable law, we agree that prior to the execution of a Sale Agreement with respect to the closing of a Possible Transaction, without the prior written consent of the Company, we will not, and we will direct our representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between us and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof unless we are advised by counsel that we are required to make such disclosure. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nReturn of Documents\nUpon the Company's request, we shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials.\nNo Unauthorized Contact\nDuring the course of our evaluation, all inquiries and other communications are to be made directly to JPM or employees or representatives of the Company specified by JPM. Accordingly, we agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the express consent of JPM, with the exception of direct communication between our chairman and the Company's chairman. We also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by us and such third party without JPM's prior written consent provided that the foregoing undertaking shall not prevent us from soliciting, on a confidential basis, indications of intent from selected third parties for the purchase of portions of the Company.\nFor a period of two years following the date hereof, you will not, directly or indirectly, solicit for employment or hire any officer, director, or employee of the Company or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Possible Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement placed by you, or (iii) has been terminated by the Company or its subsidiaries prior to commencement of employment discussions between you and such officer, director, or employee.\nStandstill\nWe agree that until two years from the date of this Agreement, we will not without the prior approval of the Board of Directors of the Company (i) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a \"group\" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger.\nNo Representation or Warranty\nAlthough the Company and JPM have endeavored to include in the Evaluation Materials information known to them which they believe to be relevant for the purpose of our investigation, we acknowledge and agree that none of the Company, JPM or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied hereunder, as to the accuracy or completeness of the Evaluation Materials, and none of the Company, JPM or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to us or any other person hereunder resulting from the use of Evaluation Materials by us or any of our representatives. Only those representations or warranties that are made to a purchaser in a definitive sale agreement for the Company (\"Sale Agreement\") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect.\nWe also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between us and the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto, and we hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by us and each of the other parties thereto. We also agree that unless and until a Sale Agreement between the Company and us with respect to the acquisition of the Company has been executed and delivered by us and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement for the matters specifically agreed to herein. For purposes of this Agreement, the term \"Sale Agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by us.\nNo Solicitation\nDuring the period from acceptance of this agreement until the earlier of (a): the execution of a definitive agreement or (b) the date that is 45 days after the date of such acceptance, the Company and the officers, directors, employees and other representatives of the Company including JPM shall not directly or indirectly, solicit, initiate, or encourage any offers or proposals for the acquisition of the Company, or of any of the capital stock or all, or substantially all, of the assets of the Company, from third parties (an \"Acquisition Proposal\"). The Company may, however, participate in discussions or negotiations with, and provide confidential information to, a third party, if the Chairman of the Board of the Company determines in good faith, after receiving advice from the Company's financial advisor, that such third party has submitted a bona fide proposal or indication of interest that is, or could reasonably be expected to lead to, an Acquisition Proposal that is financially superior to the non-binding indication of interest contained in the letter of August 7, 1997 from Robert W. Cardy to Paul L. Foster; provided, however, that the Company agrees to inform us of the receipt of any such proposal.\nLegal Remedy\nWe understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by us or our representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by us or our representatives but shall be in addition to all other remedies available at law or equity.\nOther\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives.\nThis Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.\nIf you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nCARPENTER TECHNOLOGY CORPORATION\nBy: /s/ G. Walton Cottrell\nName: G. Walton Cottrell\nTitle: Senior Vice President - Finance and Chief Financial Officer\nBy: /s/ John R. Welty\nName: John R. Welty\nTitle: Vice President, General Counsel and Secretary\nAgreed and accepted this 11th of August, 1997\nJ.P. MORGAN SECURITIES INC., solely as Company's representative\nBy: /s/ Donna M. Hitscherich\nName: Donna M. 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(\"UNISYS\") and concerns the handling, safeguarding and exchange of sensitive, proprietary or confidential information (collectively \"Proprietary Information\"). It is agreed and understood that any exchange of such Proprietary Information is expressly for the sole purpose of CELERITY and UNISYS evaluating a possible business arrangement involving an existing UNISYS contract with a federal government agency.\n1. For the purposes hereof, Proprietary Information shall be any documents, materials or information that (i) is in tangible form and clearly marked as being proprietary, confidential or sensitive and (ii) is received by one party to this Agreement (\"Recipient\") from the other party to this Agreement (\"Transmitter\").\n2. The Recipient agrees to safeguard, protect and handle all Proprietary Information made available under this Agreement with the same degree of care and procedures as Recipient applies to its own confidential or proprietary information. Without the written consent of the Transmitter, the Recipient of Proprietary Information agrees (i) not to disclose, disseminate, reproduce or otherwise distribute such information and materials to any third party, except a governmental judicial authority's issued order and (ii) not to use such information for any other purposes beyond that expressly set forth in this Agreement.\n3. All Proprietary Information disclosed under this Agreement shall remain the property of the Transmitter. It is agreed that the Recipient does not obtain any title or license rights to the Proprietary Information furnished under this Agreement.\n4. All Proprietary Information exchanged under this Agreement shall be returned or destroyed in accordance with written instructions upon the earlier of a written request from the Transmitter or termination of this Agreement. Either party may terminate this Agreement, at any time, by providing written notice to the receiving party. Termination of this Agreement shall not be construed as relieving the Recipient of its obligations to safeguard, protect and dispose of the Proprietary Information as set forth in this Agreement.\n5. The Recipient's obligations to protect, safeguard and handle Proprietary Information received hereunder shall not be binding if such Proprietary Information (i) is in the public domain through no fault of the Recipient, (ii) is known to the Recipient prior to disclosure hereunder, (iii) is lawfully disclosed to Recipient by a third party. The Recipient's obligations shall survive until the Proprietary Information has been returned, destroyed in accordance with written instructions or covered by a subsequent agreement between CELERITY and UNISYS for the contemplated services.\nThis represents the entire agreement of the parties relative to the subject matter and shall be governed and construed under the laws of the Commonwealth of Virginia.\nAccepted by:\nUNISYS Corporation CELERITY SYSTEMS, INC.\nBy: /s/ Dennis A. Chaloux By: /s/ William R. Chambers\nName: Dennis A. Chaloux Name: William R. 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(\"Lamco\") and Nicholas J. Lamoriello (\"Lamoriello\" and collectively with Lamco, the \"Seller\") and National Investment Managers Inc., a Florida corporation (\"NIM\").\nRECITALS\nA. Pursuant to that certain Stock Purchase Agreement, dated as of October 3, 2006, by and among NIM and Seller, Lamoriello & Co., Inc., a corporation organized under the laws of Rhode Island (\"LCI\"), Circle Pension, Inc., a corporation organized under the laws of New York (\"CPI\"), and Southeast Pension Services, Inc., a corporation organized under the laws of Florida (\"SPSI,\" and together with LCI and CPI, the \"Companies\") (the \"Purchase Agreement\"), the Companies are being acquired by NIM. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.\nB. Lamco has been a principal shareholder and Lamoriello has been an officer, director and employee of Companies for many years and have developed and received special, unique and extraordinary knowledge, information and goodwill in connection therewith.\nC. It is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, and an inducement to NIM to enter into the Purchase Agreement and effect the purchase of the Companies and their respective businesses thereunder and the goodwill represented thereby, that the parties hereto execute and deliver this Agreement.\nNOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:\n1 Non-Competition; Non-Solicitation. Commencing on the date hereof and ending on the last day of the Restricted Period (as defined below), Seller covenants and agrees that Seller will not, without NIM's prior written consent, directly or indirectly, either on behalf of himself or on behalf of any business venture, as an employee, consultant, partner, principal, stockholder, officer, director, trustee, agent, or otherwise (other than on behalf of NIM or its Affiliates):\n(A) Engage in the business of providing record-keeping and administrative services for retirement plans and sales of insurance products to clients of third party administrators (the \"Restricted Business\") anywhere in the Territory (as defined below), or be employed by, engage or participate in the ownership, management, operation or control of, or act in any advisory, expert, consulting or other capacity for, any entity or individual engaged in the Restricted Business anywhere in the geographical area within the United States (the \"Territory\");\n(B) solicit or divert any Restricted Business or any customer receiving Restricted Business services from NIM or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so;\n(C) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with NIM or its Affiliates with respect to Restricted Business or assist any person, firm, corporation or other entity in doing so; or\n(D) hire, solicit or divert from NIM or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or during the Restricted Period, been engaged by NIM or its Affiliates, nor assist any person, firm, corporation or other entity in doing so.\nAs used in this Agreement, the term \"Affiliates\" shall mean any entity controlling, controlled by or under the common control of NIM. For the purpose of this Agreement, \"control\" shall mean the direct or indirect ownership of fifty (50%) percent or more of the outstanding shares or other voting rights of an entity or possession, directly or indirectly, of the power to direct or cause the direction of management and policies of an entity.\nAs used in this Agreement, \"Restricted Period\" means the period commencing on the date hereof and ending on the later of (i) three (3) years from the date hereof or (ii) two (2) years from the date of Seller's termination of employment or consulting period with NIM, or any Affiliate of NIM, for any reason.\n2 Nondisclosure. Seller understands and agrees that the business of NIM and its Affiliates is based upon specialized work and Confidential Information (as hereinafter defined). Seller agrees that following the termination of Seller's employment or consulting period with NIM or any Affiliate of NIM and for all times thereafter, he shall keep secret all such Confidential Information and that he will not, directly or indirectly, use for his own benefit or for the benefit of others nor Disclose (as hereinafter defined), without the prior written consent of NIM, any Confidential Information. At any time upon NIM's request, Seller shall turn over to NIM all books, notes, memoranda, manuals, notebooks, records and other documents made, compiled by, delivered to, or in the possession or control of Seller containing or concerning any Confidential Information, including all copies thereof, in any form or format, including any computer hard disks containing Confidential Information, wherever located, containing any such information, it being agreed that the same and all information contained therein are at all times the exclusive property of NIM and its Affiliates; provided, however, in the event that computer hard disks contain Confidential Information as well as information confidential to the Seller, then Seller shall make copies of all Confidential Information on such computer hard disks and return such copies to NIM and delete the Confidential Information from such computer hard disks.\nAs used in this Agreement, the term \"Confidential Information\" means any information or compilation of information not generally known to the public or the industry, that is proprietary or confidential to NIM, its Affiliates and/or those doing business with NIM and/or its Affiliates, including but not limited to know-how, process, techniques, methods, plans, specifications, trade secrets, patents, copyrights, supplier lists, customer lists, mailing lists, financial information, business plans and/or policies, methods of operation, sales and marketing plans and any other information acquired or developed by Seller in the course of his past, present and future dealings with NIM and its Affiliates, which is not available to the public.\n\"Confidential Information\" does not include any information, datum or fact: (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by Executive; (c) after it becomes available to Executive on a nonconfidential basis from a source other than NIM or its Affiliates or a person or entity breaching his or its confidentiality agreement or other relationship of confidence with NIM or its Affiliates; or (d) developed independently by Seller without any reference to or use whatsoever of any Confidential Information of NIM or its Affiliates.\nAs used in this Agreement, the term \"Disclose\" means to reveal, deliver, divulge, disclose, publish, copy, communicate, show, allow or permit access to, or otherwise make known or available to any third party, any of the Confidential Information.\n3 Covenants of NIM. NIM, for itself and its affiliates, hereby covenants and agrees that it and they will not, during the Restricted Period hire, solicit or divert from Lamco Advisory Services, Inc., an affiliate of Seller (\"Advisory\"), any of its respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or during the Restricted Period, been engaged by Advisory, nor assist any person, firm, corporation or other entity in doing so.\n4 Blue Pencil Doctrine. In the event that the restrictive covenants contained in Sections 1, 2 and/or 3 of this Agreement shall be found by a court of competent jurisdiction to be unreasonable by reason of such restrictive covenants extending for too great a period of time or over too great a geographic area or by reason of such restrictive covenants being too extensive in any other respect, then such restrictive covenant shall be deemed modified to the minimum extent necessary to make such restrictive covenant reasonable and enforceable under the circumstances.\n5 Injunctive Relief. If any party shall breach or threaten to breach any of the provisions of Sections 1, 2 and/or 3 hereof, in addition to and without limiting any other remedies available at law or in equity, the non-breaching party shall be entitled to seek immediate injunctive relief in any court having jurisdiction to restrain any such breach or threatened breach and to enforce the provisions of Section 1, 2 and/or 3, as the case may be. The parties acknowledge and agree that there is no adequate remedy at law for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, the breaching party shall not use as a defense thereto that there is an adequate remedy at law.\n6 Reasonableness of Covenants. Seller acknowledges and agrees that the restrictive covenants contained in this Agreement are a necessary inducement to Purchaser purchasing Seller's ownership interests in NIM and its subsidiaries, and that the scope (geographic and otherwise) and period of duration of the restrictive covenants contained in this Agreement are both fair and reasonable and that the interests sought to be protected by NIM are legitimate business interests entitled to be protected. Seller further acknowledges and agrees that NIM would not have purchased Seller's ownership interests in the Companies pursuant to the Purchase Agreement unless Seller entered into this Agreement. NIM acknowledges and agrees that the restrictive covenants set forth in Section 3 hereof are a necessary inducement to Seller entering into the Purchase Agreement and other agreements executed in connection therewith, and are fair and reasonable in scope and duration, and that the interests sought to be protected by Seller are legitimate business interests entitled to protection.\n7 General Provisions.\n(A) Entire Agreement. This Agreement, together with the Purchase Agreement and any other agreements contemplated thereby, contain the entire agreement of the parties hereto with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings, oral or written, among the parties hereto and thereto with respect to the subject matter hereof and thereof.\n(B) Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all of the parties and then such waiver shall only be effective in the specific instance and for the specific purpose for which it was given.\n(C) Notices. All notices and other communications under this Agreement shall be in writing and shall be given in accordance with the notice provisions of the Purchase Agreement.\n(D) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representative(s), successors and permitted assigns. This Agreement may be assigned to, and thereupon shall inure to the benefit of, any organization which succeeds to substantially all of the business or assets of NIM or Seller, whether by means of merger, consolidation, acquisition of all or substantially all of the assets of NIM or Seller or otherwise, including, without limitation, by operation of law.\n(E) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws that would result in the application of the laws of another jurisdiction. This Agreement shall be construed and interpreted without regard to any presumption against the party causing this Agreement to be drafted. Each of the parties hereby unconditionally and irrevocably waives the right to a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the Federal district court for the Southern District of New York located in the County of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereby unconditionally and irrevocably waives any objection to venue in any such court.\n(F) Recovery of Attorneys' Fees and Costs. If any action for breach of or to enforce the provisions of this Agreement is commenced, the court in such action shall award to the party in whose favor a judgment is entered, a reasonable sum as attorneys' fees and costs. Such attorneys' fees and costs shall be paid by the non-prevailing party in such action.\n(G) Headings. The headings to the paragraphs of this Agreement are intended for the convenience of the parties only and shall in no way be held to explain, modify, amplify or aid in the interpretation of the provisions hereof.\n(H) Severability. The provisions of this Agreement shall be deemed severable and if any portion hereof shall be held invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the remainder shall not thereby be invalidated but shall remain in full force and effect.\n(I) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. In addition, the parties may execute multiple original copies of this Agreement, each of which shall be considered an original, but all of which shall be considered the same Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.\nNATIONAL INVESTMENT MANAGERS INC.\nBy: /s/Leonard A. Neuhaus\nName: Leonard A. Neuhaus\nTitle: COO/CFO\n/s/Nicholas J. Lamoriello\nNicholas J. Lamoriello\nLAMCO GROUP, INC.\nBy: /s/Nicholas J. Lamoriello\nName: Nicholas J. 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(\"CBL\"). (Buyer and CBL are sometimes referred to herein individually as a \"PARTY\" and collectively as the \"PARTIES;\" each Party as a provider/discloser of Confidential Information (as defined below) is referred to herein as \"PROVIDER;\" and each Party as a reviewer/recipient of Confidential Information is referred to herein as a \"REVIEWER\").\nRECITALS\nWHEREAS, the Parties desire to review Confidential Information relating to each other for the sole purpose of determining whether the Parties desire to engage in a business combination or other strategic relationship (the \"TRANSACTION\"); and\nWHEREAS, as a condition to either Party providing any Confidential Information to the other Party, the Parties have agreed to execute and deliver this Agreement to protect each other prior to gaining access to any Confidential Information.\nNOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:\n1. Confidential Information\n(a) Subject to 1(b) below, the term \"CONFIDENTIAL INFORMATION\" means and includes all information and materials relating to either Party, including, without limitation, all books, records, financial statements, by-laws, operating agreements and/or other organizational documents, capital structure information, ownership information, business plans, pricing information, employee information, marketing plans and procedures, strategies, forecasts, customer lists, supplier lists, product development plans, trade secrets, documents, files, data, notes, analyses, compilations, studies, specifications, technology, computer programs, designs, and other information, materials and rights of every nature whatsoever whether prepared or created by the Provider, the Reviewer or otherwise, together with such other information, data or materials, if any, already provided to the Reviewer or its Representatives (as defined below) by or on behalf of the Provider, directly or indirectly, in each case whether oral or written, whether or not confidential or proprietary status is indicated orally or in writing or in a context in which the Provider or its representatives reasonable communicated, or the Reviewer or its Representatives should reasonably have understood, that the information should be treated as confidential, whether or not the specific words \"confidential\" or \"proprietary\" are used, and all portions of all compilations, studies, notes, analyses and memoranda prepared in connection therewith or derived therefrom that contain or reflect such information, and all copies thereof. The fact that Confidential Information has been or will be exchanged pursuant to the terms of this Agreement and that discussions are occuring with respect to the purposes hereof (and the status of such discussions) also shall be treated as \"CONFIDENTIAL INFORMATION\" under this Agreement.\n(b) Notwithstanding anything contained in this Agreement to the contrary, the following types of information and materials shall not constitute \"Confidential Information\" for purposes of this Agreement and neither Party shall have any obligations to the other Party hereunder with respect to any information or materials if, when or to the extent that such information or materials: (i) is or becomes generally available in the industry or to the public other than as a result of a breach of this Agreement by the Reviewer or its Representatives, (ii) was received by the Reviewer or its Representatives on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such information on a non-confidential basis, or (iii) is required to be disclosed by law or by regulatory or judicial process, subject to compliance with Secton 3(c).\n2. Purpose. Each Party agrees that its review and inspection of the Confidential Information shall be solely to determine whether the Parties desire to proceed with the Transaction.\n3. Non-Disclosure and Use of Confidential Information.\n(a) The Reviewer agrees that all Confidential Information shall be used by the Reviewer solely for the purpose stated in Section 2 and shall be treated by the Reviewer and its Representatives as strictly confidential. The Reviewer further agrees not to disclose, directly or indirectly, any of the Confidential Information to any third party without the prior written consent of the Provider, other than to the following (collectively, the \"REPRESENTATIVES\"): (i) the Reviewer's directors, officer and employees (including those of its affiliates), and (ii) the Reviewer's attorneys, accountants and financial advisors; in each case only to those persons who have a need to know the Confidential Information for the purpose stated in Section 2. The Reviewer shall inform each of its Representatives prior to such Representative receiving any of the Confidential Information of the requirements of this Agreement, and the Reviewer shall be liable for any breach of this Agreement by its Representatives.\n(b) Neither party will (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3(c) below), without the prior written consent of the other Party, disclose to any person the fact that the Confidential Information exists or has been made available, that the Parties are considering the Transaction or any other transaction involving the Parties, or that discussions or negotiations are taking or have taken place concerning the Transaction or involving the Parties or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof.\n(c) If the Reviewer or its Representatives are required under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body to disclose any Confidential Information, the Reviewer shall not do so without first giving the Provider written notice of such request(s) so that the Provider may seek an appropriate protective order or other confidential treatment of the Confidential Information.\n4. No Representation Concerning Confidential Information. The Reviewer acknowledges and agrees that the Provider, in providing Confidential Information hereunder, makes no representation or warranty as to the accuracy or completeness of the Confidential Information and that the Provider shall have no obligation or liability to the Reviewer or its Representatives resulting from the use of contents of the Confidential Information or from any action taken or any inaction occuring in reliance on the Confidential Information.\n5. No Obligation to Disclose Confidential Information. Not withstanding any provision of this Agreement, neither party shall have any obligation to furnish or otherwise disclose Confidential Information to the other Party.\n6. Return/Destruction of Confidential Information. If either Party hereto determines not to proceed with the Transaction, it will immediately notify the other Party hereto in writing of that decision. Upon sending of such written notice or earlier upon the request of the Provider, all copies of Confidential Information provided to or in the possession of the Reviewer or its Representatives shall be destroyed or returned promptly to the Provider, together with (i) all copies thereof made by the Reviewer or its Representatives, and (ii) all portions of all compilations, studies, notes, analyses and memoranda prepared in connection with the examination thereof or derived therefrom that contain or reflect any Confidential Information. Upon request of the Provider, the Reviewer shall provide to the Provider a written certificate as to the return or destruction of such Confidential Information. Any oral Confidential Information will continue to be held subject to this Agreement.\n7. Standstill; Non-Solicitation of Employees.\n(a) Buyer agrees that, for a period of one year from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will, without the prior written consent of CBL or its board of directors: (i) acquire, directly or indirectly, by purchase or otherwise, any voting securities or rights or options to acquire any voting securities, or securities or instruments convertible into voting securities, of CBL; (ii) make, or in any way participate in, directly or indirectly, any \"SOLICITATION\" of \"PROXIES\" (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of CBL; (iii) make any public announcement in connection with any of the foregoing; (iv) form, join or participate in a \"GROUP\" (as defined in section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) otherwise attempt or join in an attempt by another person or entity that intends to attempt to gain control of CBL. In the event that Buyer becomes aware of any inadvertent acquisition of securities of CBL covered by the foregoing, Buyer shall immediately so notify CBL and as promptly as possible cause such securities to be divested in a commercially reasonable manner.\n(b) Buyer agrees that, for a period of two years from the date of this Agreement, neither Buyer nor any subsidiary or affiliate of Buyer will solicit for employment any executive officer or senior employee of CBL; provided, however, (i) Buyer and Buyer's subsidiaries and affiliates shall not be prohibited from employing any such individual who contacts Buyer of any of Buyer's subsidiaries or affiliates on his or her own initiative, and (ii) the foregoing restrictions shall not apply to general solicitations to hire through the use of advertising. Upon Buyer's request, CBL shall provide Buyer with a list of the names and titles of the individuals covered by this Section 7(b).\n8. Amendment. No amendment, modification, or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought.\n9. Breach of Agreement; Indemnity.\n(a) In the event the Reviewer or any of its Representatives fails in any respect to comply with its obligations under this Agreement, the Reviewer shall be liable to the Provider for breach of this Agreement. The Reviewer understands and agrees that monetary damages would not be a sufficient remedy for any breach or contemplated breach of this Agreement, and that the Provider shall be entitled to specific performance or other equitable relief by way of restraining orders and injunctions as a remedy for any such breach or contemplated breach without proof of actual damages and without the necessity of posting any bond.\n(b) The rights, powers, and remedies provided for in Section 9(a) shall be in addition to and shall not preclude the exercise of any other right, power, or remedy available to the Provider at law or in equity. No forbearance, failure, or delay in exercising any such right, power, or remedy shall operate as a waiver thereof or preclude its further exercise.\n(c) The Reviewer hereby indemnifies and holds harmless the Provider from and against any and all claims, demands, losses, actions, debts, liabilities, judgements, costs and attorneys' fees and disbursements arising out of, claimed on account of, or in any matter predicted upon or contributed to by a breach of this Agreement by the Reviewer or its Representatives or otherwise incurred by the Provider in enforcing or preserving the Provider's rights under this Agreement.\n10. Term. Except as otherwise expressly provided herein, this Agreement shall terminate two years after the date of the destruction or return of the Confidential Information to the other Party.\n11. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns; provided, however, that neither Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.\n12. Severability. This Agreement shall be interpreted so as to give full legal force and effect to all provisions hereof to the maximum extent permitted by the law. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against public policy, such term, provision, covenant or restriction shall be deemed to be reformed to the minimum extent necessary to make such term, provision, covenant or restriction enforceable to the maximum extent permitted by the law, and the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect to the maximum extent permitted by law and shall in now way be affected, impaired or invalidated.\n13. No Further Obligations or Agreements Hereunder. Neither party shall be under any obligation to enter into any further agreements with the other Party as a result of this Agreement. Each Party reserves the right, in its sole discretion, to decline to make, to retract or to reject at any time any proposal which has not yet become legally binding by execution of a written agreement between the Parties with respect to any further agreements or business arrangements with the other Party or its parents, subsidiaries or other affiliates, and to terminate all further discussion and negotiations.\n14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Transmission by facsimile of an executed counterpart signature page hereof by a Party shall constitute due execution and delivery of this Agreement by such Party.\n15. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Maryland applicable to contracts between residents of that State and executed in and to be performed in that State, without regard to principles of conflicts of laws.\n16. Entire Agreement. This Agreement represents the entire agreement between the Parties and relating to the subject matter hereof and to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by either Party or its Representatives.\n17. Jurisdiction; Forum. Each Party hereto hereby (a) submits to the jurisdiction of any Maryland court or Federal court sitting in Baltimore City, Maryland with respect to all actions and proceedings arising out of or relating to this Agreement, (b) agrees that all claims with respect to any such action or proceeding may be heard and determined in such Maryland court or Federal court, (c) waives the defense of inconvenient forum, and (d) agrees that a final judgement in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by the law.\nIN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as of the date first set above.\nBUYER:\nBy: /s/ Alex Glasenberg\nTitle: V.P. Finance and Chief Financial Officer\nCBL:\nARNHOLD AND S. BLEICHROEDER, INC.\nOn behalf of\nCHESAPEAKE BIOLOGICAL LABORATORIES, INC.\nBy: /s/ Gregory A. Horwitz\nGregory A. 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Saggese\nChairman\nDear Mr. Saggese:\nMelamine Chemicals, Inc. (\"MCI\") and Borden Chemical, Inc. (the \"Company\") are prepared to engage in discussions with respect to a possible negotiated business combination involving the Company and MCI (the \"Transaction\"), and during the course of such discussions MCI may disclose and make available to the Company certain information concerning MCI's business, prospects, financial condition, operations, technology, assets and liabilities. All such information furnished to the Company or its Representatives (as defined below) by or on behalf of MCI (irrespective of the form of communication and whether such information is furnished prior to, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by the Company or its Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the \"Confidential Information.\" As a condition to being furnished the Confidential Information, the Company agrees as follows:\n1. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. (a) the Company shall (i) use the Confidential Information solely for the purpose of evaluating a possible Transaction and for no other competitive or other purpose; (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, officers, employees and representatives of its advisors (such as independent accountants, investment bankers and attorneys) acting on its behalf (such directors, officers, employees and representatives being referred to hereinafter collectively as its \"Representatives\") who in each case, in the Company's reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction; provided, however, that prospective financing sources shall not be considered \"Representatives\" to whom Confidential Information may be disclosed in accordance with this paragraph 1 unless specifically requested by the Company and consented to by MCI in writing; (iii) inform its Representatives of the confidential nature of the Confidential Information and direct its Representatives to treat the Confidential Information confidentially; (iv) take all additional reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement (the \"Agreement\") by its Representatives.\n(b) If the Company or its Representatives is requested (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that the Company will provide MCI with prompt notice of such request so that MCI may seek an appropriate protective order and/or waive the Company's compliance with the provisions of this Agreement. The Company and its Representatives may disclose without liability hereunder only that portion of the Confidential Information that the Company is advised by written opinion of counsel is legally required to be disclosed; provided that the Company gives MCI written notice of the information to be disclosed as far in advance of its disclosure as is practicable and, upon MCI's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.\n2. NON-DISCLOSURE OF NEGOTIATIONS OR AGREEMENTS. Except as required by law, neither the Company nor its Representatives shall disclose to any person the existence, status or terms of any discussions, negotiations or agreements concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any similar terms, agreements or understandings between the Company and MCI with respect thereto, or that the Company has received from MCI Confidential Information, without obtaining the prior written consent of the other, which consent will not be withheld unreasonably.\n3. RETURN OF CONFIDENTIAL INFORMATION. All written Confidential Information delivered by or on behalf of MCI to the Company pursuant to this Agreement shall be and remain the property of MCI and upon the written request of MCI, the Company shall (i) promptly return such Confidential Information and shall not retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) upon written request by MCI provide a certificate to MCI certifying that the foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return. Notwithstanding the return or destruction of the Confidential Information, the Company and its Representatives will continue to be bound by the confidentiality and other obligations hereunder, until the expiration of three years from the date of this Agreement, unless a lesser duration is specified herein.\n4. INFORMATION NOT DEEMED CONFIDENTIAL INFORMATION. The term \"Confidential Information\" does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Company or its Representatives in violation of this Agreement; or (ii) was or becomes available to the Company from a source other than MCI or its Representatives, provided that such source is not known by the Company to be bound by an obligation of confidentiality to MCI or its Representatives or (iii) was already known to the Company at the time of its disclosure by MCI.\n5. NO REPRESENTATIONS OR WARRANTIES. Neither MCI nor any of its respective officers, directors, employees, representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to MCI from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.\n6. NO AGREEMENT. MCI has the absolute right to determine what information, properties and personnel it wishes to make available to the Company. Unless a definitive agreement regarding a Transaction between the Company and MCI has been executed and delivered, neither MCI, the Company nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction, and to terminate discussions and negotiations with the other party at any time.\n7. CONTACT PERSONS; NO SOLICITATION. All requests by the Company for Confidential Information, meetings with personnel or inspection of properties and all other communications regarding a possible Transaction shall be made only to the contacts designated by MCI (the \"Contact Persons\"). The Company agrees that, for a period of two years from the date of this Agreement, it will not initiate or maintain contact (except in the ordinary course of business) with any director, officer, employee, distributor or customer of MCI regarding MCI's business operations, prospects or finances, except as may be permitted by the Contact Persons for due diligence purposes. It is expressly understood that this Agreement is not intended to limit the right of the parties to compete with one another in the ordinary course. The Company further agrees that, for a period of two years from the date hereof, it will not directly or indirectly offer employment to (other than by means of a general advertisement) or hire any of MCI's employees with whom it has had contact during the process contemplated by this Agreement.\n8. NON-PUBLIC INFORMATION. MCI has outstanding publicly-held securities and the Confidential Information contains material non-public information. The Company acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), and the rules and regulations thereunder, and the Company agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of such Act or rules or regulations, including without limitation Rule 10b-5.\n9. STANDSTILL. The Company agrees that, until the expiration of two years from the date of this Agreement, without the prior written invitation (on an unsolicited basis) of MCI's Board of Directors, it and its affiliates will not (i) in any manner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly, any securities (or rights in respect thereof), assets or property of MCI or any of its subsidiaries or of any successor thereto or person in control thereof, whether such agreements or proposals or offers are made with or to MCI or any of its subsidiaries (or a successor thereto or person in control thereof) or a third party; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination relating to MCI or any of its subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any \"solicitation\" of \"proxies\" (as such terms are used in the proxy rules under the Exchange Act) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of MCI or any of its subsidiaries or of any successor thereto or person in control thereof; (iv) form, join or in any way participate in a \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of MCI or any of its subsidiaries or of any successor thereto or person in control thereof; (v) seek or propose, alone or in concert with others, to control or influence the management, Board of Directors or policies of MCI; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person (except internal discussions and planning activities involving its Representatives) with respect to any of the foregoing activities or propose any of such activities to any other person (other than its Representatives); (vii) directly or indirectly advise, encourage, assist, act as a financing source for or otherwise invest in any other person in connection with any of the foregoing; or (viii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing. The Company also agrees that, during such two-year period, neither it nor any of its affiliates will: (i) request MCI or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to MCI or any of it's subsidiaries that could reasonably be expected to require MCI to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of the Company's or any other person's acquiring control of MCI, whether by means of a business combination or otherwise. Notwithstanding the foregoing provisions of this paragraph 9, the Company's chief executive officer may contact MCI's chief executive officer for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by MCI's chief executive officer, no offer or proposal shall be made that would require public disclosure or formal consideration by MCI or its Board of Directors.\n10. PERSON. The term \"person\" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership, governmental body or other entity or individual.\n11. NO WAIVER. No failure or delay by MCI in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege hereunder.\n12. REMEDIES. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Company and that MCI shall be entitled to equitable relief, including specific performance and injunction, as a remedy for any such breach or threatened breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by the Company but shall be in addition to all other remedies available at law or in equity to MCI, including remedies pursuant to applicable laws relating to trade secrets.\n13. BENEFITS; GOVERNING LAW. This Agreement is for the benefit of MCI and its respective directors, officers, employees, representatives and agents and its respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice of law rules of the State of Louisiana.\n14. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same Agreement.\n15. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid or unenforceable provision shall be deemed deleted herefrom to the minimum extent necessary to cure such invalidity or unenforceability.\n16. MODIFICATIONS. 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Hoster II President and Chief Executive Officer\nEASTGROUP PROPERTIES INC.\n300 One Jackson Place 188 East Capitol Street\nJackson, MS 39201-2195\nRe: EastGroup Offer to Merge\nDear Mr. Hoster:\nEastGroup Properties Inc. (\"you\" or \"your\") has requested information regarding Meridian Point Realty Trust VIII, (the \"Company,\") in connection with your consideration of the possible investment in or acquisition of all or part of the assets or equity of the Company (a \"Possible Transaction\"). In consideration of the Company furnishing you with the Evaluation Materials (as defined below) you agree as follows:\nConfidentiality of Evaluation Materials\nYou will treat confidentially any information (whether written or oral) that either the Company or its representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives (as defined below) which contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the \"Evaluation Materials\"). You recognize and acknowledge the confidential and non-public nature of the Evaluation Materials, the competitive value of the Evaluation Materials, and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection regarding the Company, and regardless of whether such information is specifically identified as \"confidential\". The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other\nPage 2\nthan as a result of a disclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you.\nUse of Evaluation Materials\nYou will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential; provided, however, that (i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"your representatives\") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree, to treat such information confidentially in accordance with this Agreement), (ii) you may disclose Evaluation Materials that you have been advised by counsel are required to be disclosed under applicable securities laws; and (iii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure. Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither you nor your representatives shall use any of the Evaluation Materials for any purpose. You will be responsible for any breach of this Agreement by your representatives.\nOther than with respect to those Evaluation Materials you have been advised by counsel are required to be disclosed under applicable securities laws, in the event that you or any of your representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement.\nNon-Disclosure\nThe disclosure of your access to the Evaluation Materials at this time could have a material adverse effect on the Company's business and the pursuit of its strategic alternatives if for any reason a Possible Transaction is not consummated. Accordingly, unless required by applicable law, including applicable securities laws that counsel has advised you require disclosure of Evaluation Materials, you agree that without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that you have been provided access to the Evaluation Materials or that discussions or negotiations are taking place concerning a Possible Transaction between you and the Company as a result thereof, or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nReturn of Documents\nUpon the Company's request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such materials, and shall certify the destruction of such materials in writing to the Company.\nPage 4\nNo Unauthorized Contact or Solicitation\nDuring the course of your evaluation, all inquiries and other communications are to be made directly to employees or representatives of the Company as specified by the Company. You also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by you and such third party that involves use of the Evaluation Materials without the Company's prior written consent.\nNo Representation or Warranty\nAlthough the Company has endeavored to include in the Evaluation Materials information which it believes to be relevant for the purpose of your investigation, you acknowledge and agree that none of the Company or the Company's representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and none of the Company or the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you or any other person resulting from the use of Evaluation Materials by you or any of your representatives. Only those representations or warranties that are made to you in a formal written agreement involving your investment in or acquisition of all or part of the assets or equity of the Company, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such agreement, will have any legal effect.\nYou also acknowledge and agree that no contract or agreement shall be deemed to exist between you and the Company unless and until a formal written agreement has been executed and delivered by you and each of the other parties thereto, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with a Possible Transaction unless and until a formal written agreement has been executed and delivered by you and each of the other parties thereto; provided, however, that nothing herein shall be deemed a waiver or release of any claim or action that you may have as a shareholder of the Company, based upon your status as a shareholder. You also agree that unless and until a formal written agreement between the Company and you with respect to a Possible Transaction has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this Agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term \"formal written agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you.\nYou further understand and agree that (i) the Company shall be free to conduct the process for a Possible Transaction as it in its sole discretion shall determine (including, without limitation, negotiating with any prospective interested parties and entering into a formal agreement without prior notice to you or to any other person), (ii) any procedures relating to such Possible Transaction may be changed at any time without notice to you or any other person and (iii) unless and until a formal written agreement concerning the Possible Transaction has been executed, neither the Company or any of its directors, officers, employees, stockholders, owners, affiliates, agents or representatives will have any liability to you with respect to the Possible Transaction, whether by virtue of this letter agreement, any other written or oral expression regarding a Possible Transaction or otherwise.\nLegal Remedy\nYou understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by you or your representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by your or your representatives but shall be in addition to all other remedies available at law or equity provided however any suit for damages shall be specifically limited to actual provable damages, and Company hereby waives any and all rights to seek consequential, punitive, treble or other compensatory damages of any types or kind.\nOther\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties hereto or their authorized representatives.\nThis Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof.\nIf you are in agreement within the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nMERIDIAN POINT REALTY TRUST VIII\nBy: /s/ Robert H. Gidel\nRobert H. Gidel\nChief Executive Officer\nAccepted and Agreed:\nEASTGROUP PROPERTIES INC.\nBy: /s/ David H. Hoster II\nDavid H. 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"spans": [ - 23, - 28 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000828957/000095010998001266/0000950109-98-001266.txt" - }, - { - "id": 410, - "file_name": "859119_0000950123-98-001418_document_15.txt", - "text": "AGREEMENT FOR NON-DISCLOSURE OF PROPRIETARY INFORMATION AND STANDSTILL\nThis Agreement, made as of this 13th day of March, 1997, by and between CANADIAN NATIONAL RAILWAY COMPANY, with a principal place of business located at 935 de La Gauchetiere St. W., Montreal, Province of Quebec, Canada, and ILLINOIS CENTRAL CORP., with a principal place of business located at 455 North Cityfront Plaza Drive, Chicago, State of Illinois, is to assure the protection and preservation of the confidential and proprietary nature of information to be disclosed or made available under this Agreement, and shall be governed by and enforceable under, the laws of the State of New York.\nRECITALS\nWHEREAS, the parties hereto (each referred to herein as a \"Party\") are giving consideration to a possible transaction, including a possible business combination, joint venture or other possible arrangement involving the parties (a \"Business Arrangement\") and in connection therewith it is expected that each Party furnish to the other Party certain Proprietary Information (as defined below);\nAND WHEREAS, each Party desires to assure the confidential and proprietary status of the Proprietary Information which may be disclosed hereunder;\nAND WHEREAS, the parties also desire that any Proprietary Information that is disclosed pursuant to the terms of this Agreement to the other Party or, as permitted hereunder, to its directors, officers, employees, affiliates, representatives (including financial advisors, attorneys and accountants) or agents (collectively, \"Representatives\"), be used only for the purposes of evaluating a possible Business Arrangement;\nAGREEMENT\nNOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged; the parties agree as follows:\n1. The Party receiving Proprietary Information (the \"Recipient\") and its Representatives will protect all Proprietary Information received under this Agreement from any disclosure to third parties or the use of such Proprietary Information beyond that allowed under this Agreement, in each case, in accordance with this Agreement, and will not engage in such disclosure or use without the prior express written permission of the Party disclosing such information (the \"Disclosing Party\").\n2. Proprietary Information which may be supplied and is protected under this Agreement includes, but is not limited to: all business plans, specifications, reports, manuals, data books, computer programs, techniques, employment arrangements, and all other business practices or information of a private nature on any media whatsoever, and any derivatives of the foregoing, including, without limitation, any notes, analyses, compilations, studies, memoranda or other documents prepared by the Recipient, or its Representatives, which contain, reflect or are based on, in whole or in part, such proprietary information (collectively, \"Proprietary Information\"). Such Proprietary Information includes data transferred in the form of, but not limited to, oral, written, graphic or computer media including telephone, and meeting conversations, as well as all analyses, compilations, forecasts, studies or other documents which include any Proprietary Information. The term \"Proprietary Information\" does not include confidential information which (i) becomes generally available to the public other than as a result of a disclosure by Disclosing Party or Disclosing Party's Representatives, (ii) was available to Recipient on a non-confidential basis prior to its disclosure to Recipient by Disclosing Party or its Representatives, (iii) is independently developed by the Recipient or its Representatives without the use of any Proprietary Information of the Disclosing Party, or (iv) becomes available to Recipient on a non-confidential basis from a source other than Disclosing Party or its Representatives, provided that such source, to Recipient's knowledge, is not bound by a confidentiality agreement with Disclosing Party or its Representatives, or is otherwise prohibited from transmitting the information to Recipient by a contractual, legal, or fiduciary obligation. In the event that Recipient or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigation demand or other similar process) or required by the rules of any relevant stock exchange or other relevant regulatory authority to disclose any Proprietary Information, Recipient or its Representatives shall provide the Disclosing Party with prompt notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Recipient or its Representatives are nonetheless, in the opinion of counsel, required to disclose Proprietary Information, the Recipient or its Representatives may, without liability hereunder, disclose only that portion of the Proprietary Information which in the opinion of counsel is legally required to be disclosed; provided that the Recipient or its Representatives attempt to preserve the confidentiality of the Proprietary Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Proprietary Information.\n3. Recipient agrees to keep confidential or protect such Proprietary Information as it would its own confidential and proprietary information at the highest level of proprietary material. Disclosure of such Proprietary Information shall be restricted to those Representatives of Recipient who (i) have a need to know the information for the purpose of evaluating a possible Business Arrangement between the parties and (ii) are informed by the Disclosing Party of the confidential and proprietary nature of the Proprietary Information. The Disclosing Party will cause its Representatives to observe the terms of this Agreement and the Disclosing Party will be responsible for any breach of this Agreement by any of its Representatives.\n4. All Proprietary Information, including all applicable intellectual property rights residing in the Proprietary Information (including without limitation, patents, copyrights, industrial designs, trademarks and trade secrets), unless otherwise specified in writing by Disclosing Party, are and shall remain the exclusive property of Disclosing Party, including any and all reproductions in any form of said Proprietary Information. All such Proprietary Information (whether prepared by the Recipient or its Representatives on its behalf) shall be returned or destroyed, at the election of Disclosing Party or upon request of Disclosing Party provided, however, that all notes, analyses, conditions, studies, interpretations, memoranda or other documents, to the extent that they contain, reflect or are based upon the Proprietary Information, may be destroyed (rather than delivered); provided further that Board or Board Committee minutes need neither be delivered nor destroyed. Upon the request of Disclosing Party, Recipient shall execute a certificate of destruction of such Proprietary Information when destroyed by Recipient, whether intentionally or accidentally, and transmit the same to Disclosing Party.\n5. Proprietary Information supplied under this Agreement shall only be reproduced when legitimately required for Recipient's purposes and in conformity with the provisions hereof.\n6. Recipient hereby agrees that it will not use the Proprietary Information for any reason or purpose other than to evaluate a possible Business Arrangement with the Disclosing Party and that the use of the Proprietary Information supplied hereunder shall be limited to Recipient's activities in connection therewith. For greater certainty nothing contained in this Agreement will be construed as granting or conferring upon the Recipient or its Representatives, any rights by license or otherwise, for any invention, discovery or improvement made, conceived or acquired, prior to or after the date of this Agreement based in whole, or in part, upon Proprietary Information provided to the Recipient or its Representatives hereunder.\n7. Neither Party, nor any of their respective Representatives will, without the prior written consent of the other Party, disclose to any person the fact that the Proprietary Information exists or has been made available, that such Party is considering a proposed Business Arrangement with the other Party, or that discussions or negotiations are taking or have taken place concerning a proposed Business Arrangement or any term condition or other fact relating to a proposed Business Arrangement or such discussions or negotiations, including, without limitation, the status thereof, except if it has received legal advice that such disclosure is reasonably required under then existing circumstances pursuant to any securities or similar laws of any relevant state or country, or rules of any relevant stock exchange or other relevant authority of whatever nature; provided, however, that each Party agrees to use reasonable best efforts to consult with the other before issuing an announcement or a public statement.\n8. In the event that Recipient violates this Agreement or Disclosing Party has reasonable cause to feel that its Proprietary Information is in danger of being disclosed or misused, either Party may at any time, in addition to all other recourse under law, terminate this Agreement and demand and be entitled to the return from Recipient of all Proprietary Information in all existing forms.\n9. It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Agreement by Recipient and that Disclosing Party shall be entitled to equitable relief, including injunctions and orders for specific performance, as a remedy for any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity to Disclosing Party.\n10. Neither Party, nor any of their Representatives or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or implied representation or warranty as to the accuracy or completeness of the Proprietary Information disclosed hereunder, and each Party agrees that no such person will have any liability relating to the Proprietary Information or for any errors therein or omissions therefrom. Each Party further agrees that neither Party shall be entitled to rely on the accuracy or completeness of the Proprietary Information and that each Party will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to any agreement that may be entered into between the parties hereafter, subject to such limitations and restrictions as may be contained therein.\n11. Each Party agrees that until the expiry of eighteen (18) months from the date of this Agreement, each Party or its parent and affiliated companies (herein, collectively a \"Party\"), will not, and each Party will direct its parent and affiliated companies not to, except with the prior written consent of the other Party (i) purchase, acquire, obtain or hold (or offer or agree to purchase, acquire, obtain or hold) beneficial ownership of any of the securities of the other Party; (ii) make, or in any way participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any of the other Party's securities; (iii) enter into, or agree to enter into or seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transaction involving the other Party; (iv) act, alone or together with any person, to control or influence the management or the Board of Directors or other Party; or (v) advise, encourage, or assist any person in the acquisition of beneficial ownership of any of the other Party's securities or control of the other Party or a significant portion of its significant assets; provided, however, that such restrictions (or the restrictions set forth in the next sentence) shall terminate in the event that a third party publicly commences a tender or exchange offer, or otherwise proposes a merger or business combination transaction, in respect of the other Party and such other Party has (a) exempted such transaction for purposes of Section 203 of the Delaware General Corporation Law, or (b) publicly announced or publicly confirmed that it is engaged in negotiations in connection with such proposed transaction; provided, further, any such termination shall not relieve the parties of any obligations hereunder with respect to the Proprietary Information. Each Party also agrees during such eighteen (18) month period not to (i) request the other Party or its Representatives, directly or indirectly, to amend or waive any provisions of this paragraph (including this sentence) or (ii) take any initiative in respect of the other Party which would, upon the advice of counsel, reasonably require the other Party to make a public announcement regarding the possibility of such Party acquiring, with or without others, control of the other Party whether by means of business combination or otherwise. For purposes of this Section 11, Party shall include its parent and affiliated companies.\n12. If, at any time during the period prior to the time that either Party notifies the other of its decision not to proceed with any Business Arrangement, either Party is approached by, or commences discussions with, any third party concerning its or their participation in a transaction involving the other's securities or a significant portion of its assets or its significant businesses, the contacted Party will promptly inform the other of the nature of such contact and the parties thereto.\n13. This Agreement shall supersede all prior oral and written agreements, communications and documents between the parties with respect to the subject matter hereof and no modification to this Agreement shall be effective unless approved in writing by both parties. A waiver of any term of this Agreement shall, to be effective, be evidenced in writing by the waiving Party. Each Party agrees that, unless and until a definitive agreement between each of the Parties with respect to a Business Arrangement has been executed and delivered, neither of us will be under any legal obligation of any kind whatsoever with respect to any such transaction by the Party's Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term \"definitive agreement\" shall not include an executed letter of intent or any other preliminary written agreement unless and to the extent it expressly states that it is to be legally binding. The agreement set forth in this paragraph may be modified or waived only by a separate writing by each of us expressly so modifying or waiving such agreement.\n14. Nothing in this Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of the other Party.\n15. The provisions of this Agreement pertaining to Proprietary Information disclosed under this Agreement shall continue and survive for a period of three (3) years after the termination of this Agreement.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nCANADIAN NATIONAL RAILWAY COMPANY\nBY: /s/ Jean Pierre Ouellet\nITS: Chief Legal Officer & Corporate\nSecretary\nILLINOIS CENTRAL CORP.\nBY:\nITS:\n", - "spans": [ - [ - 0, - 70 - ], - [ - 71, - 668 - ], - [ - 669, - 677 - ], - [ - 678, - 1070 - ], - [ - 1071, - 1217 - ], - [ - 1218, - 1639 - ], - [ - 1640, - 1649 - ], - [ - 1650, - 1839 - ], - [ - 1840, - 2328 - ], - [ - 2329, - 2990 - ], - [ - 2990, - 3290 - ], - [ - 3290, - 3373 - ], - [ - 3373, - 3517 - ], - [ - 3517, - 3658 - ], - [ - 3658, - 3806 - ], - [ - 3806, - 4203 - ], - [ - 4203, - 4846 - ], - [ - 4846, - 5618 - ], - [ - 5619, - 5807 - ], - [ - 5807, - 5912 - ], - [ - 5912, - 6038 - ], - [ - 6038, - 6155 - ], - [ - 6155, - 6354 - ], - [ - 6355, - 6789 - ], - [ - 6789, - 7338 - ], - [ - 7338, - 7571 - ], - [ - 7572, - 7751 - ], - [ - 7752, - 8070 - ], - [ - 8070, - 8485 - ], - [ - 8486, - 9505 - ], - [ - 9506, - 9896 - ], - [ - 9897, - 10210 - ], - [ - 10210, - 10392 - ], - [ - 10393, - 10852 - ], - [ - 10852, - 11283 - ], - [ - 11284, - 11607 - ], - [ - 11607, - 11768 - ], - [ - 11768, - 11954 - ], - [ - 11954, - 12239 - ], - [ - 12239, - 12368 - ], - [ - 12368, - 12889 - ], - [ - 12889, - 12991 - ], - [ - 12991, - 13261 - ], - [ - 13261, - 13330 - ], - [ - 13330, - 13486 - ], - [ - 13486, - 13804 - ], - [ - 13804, - 13893 - ], - [ - 13894, - 14390 - ], - [ - 14391, - 14657 - ], - [ - 14657, - 14766 - ], - [ - 14766, - 15156 - ], - [ - 15156, - 15389 - ], - [ - 15389, - 15547 - ], - [ - 15548, - 15684 - ], - [ - 15685, - 15890 - ], - [ - 15891, - 15987 - ], - [ - 15988, - 16021 - ], - [ - 16022, - 16049 - ], - [ - 16050, - 16086 - ], - [ - 16087, - 16096 - ], - [ - 16097, - 16119 - ], - [ - 16120, - 16123 - ], - [ - 16124, - 16128 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 23, - 28 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5, - 19, - 20 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5, - 19, - 20, - 21 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 5, - 8, - 27 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000859119/000095012398001418/0000950123-98-001418.txt" - }, - { - "id": 414, - "file_name": "897730_0000950136-98-001457_document_7.txt", - "text": "CRANE CO.\n100 FIRST STAMFORD PLACE\nSTAMFORD, CT 06902\nNON-DISCLOSURE AGREEMENT\nLiberty Technologies, Inc.\nAttn: R. Nim Evatt\nLee Park\n555 North Lane, Suite 6000\nConshohocken, PA 19428-2208\nGentlemen:\nCrane Co. is about to enter into discussions and evaluations concerning a possible negotiated transaction involving one or more divisions or subsidiaries of Liberty Technologies, Inc. (the \"Business\"). In connection with these discussions and evaluations, you are furnishing us or our representatives with certain information which may be either non-public, confidential or proprietary in nature. The divisions or subsidiaries are part of the Business. The information furnished to us or our representatives, together with analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives (including attorneys, accountants and financial advisors) or employees which contain or otherwise reflect such information or our review of, or interest in, the Business, is hereinafter referred to as the \"Information.\"\nIn consideration of your furnishing us with the Information, we agree that:\n1. The Information will be kept confidential and shall not without your prior written consent, be disclosed by us, or by our agents, representatives or employees, in any manner whatsover, in whole or in part, and shall not be used by us, our agents, representatives or employees, other than in connection with the transaction described above. Moreover, we agree to reveal the Information only to our agents, representatives and employees who need to know the Information for the purpose of evaluating the transaction described above, who are informed by us of the confidential nature of the Information and who shall agree in writing to act in accordance with the terms and conditions of this Agreement. We shall be responsible for any breach of this Agreement by our agents, representatives or employees.\n2. Without your prior written consent, except as required by law, we and our agents, representatives and employees will not disclose to any person or entity the fact that the Information has been made available, that discussions or negotiations are taking place or have taken place concerning a possible transaction involving the Business or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.\n3. We shall keep a record of the written Information furnished to us and of the location of such Information. All copies of the Information, along with our notes on, summaries and compilations of, or excepts from, the Information, except for that portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be returned to you immediately upon your request. That portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be held by us and kept confidential and subject to the terms of this Agreement, or destroyed upon your request, and any oral Information will continue to be subject to the terms of this Agreement. Such destruction will be confirmed in writing to you by us and the person or persons who prepared such documents.\n4. The term Information shall not include such portions of the Information which (i) are or become generally available to the public other than as a result of a disclosure by us, our agents, representatives or employees, or (ii) become available to us on a non-confidential basis from a source (other than you or your agents) which is not prohibited from disclosing such information to us by a legal, contractual or fiduciary obligation to you or (iii) information which we have developed independently through conducting our own competitive business.\n5. Without your prior written consent, we and our Representatives will not communicate with any person or entity that is a party to any agreement with the Business or any possible transaction between us and the Business involving the Business.\n6. Without your prior written consent, we will not for a period of one year from the date hereof directly or indirectly solicit for employment any person who is now employed by you or any of your subsidiaries who is identified by us as a result of our invastigation of the Business.\n7. We acknowledge that you make no express or implied representation or warranty as to the accuracy or completeness of the Information, and you expressly disclaim any and all liability that may be based on the Information, errors therein or omissions therefrom. We agree that we are not entitled to rely on the accuracy or completeness of the Information and that we shall be entitled to rely solely on the representations and warranties made to us by the Business in any final purchase agreement regarding the acquisition.\n8. In the event that we or anyone to whom we transmit the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, we will provide you with prompt written notice and oral notice so that you may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Business waives compliance with the provisions of this Agreement, we will furnish only that portion of the Information which we are advised by the Business or the Business' attorney we are legally required to furnish and we will exercise the efforts directed by the Business to obtain reliable assurance that confidential treatment will be accorded the Information. All costs for actions taken at the direction of the Business shall be subject to indemnification and reimbursement by the Business.\n9. We agree that, until the expiration of the term of this Agreement pursuant to Paragraph 10 below, neither we nor any of our affiliates, including any person or entity directly or indirectly through one or more intermediaries, controlling us or controlled by or under common control with us, will purchase, offer or agree to purchase any securities or assets of the Business, enter, or agree to enter into any acquisition or other business combination, relating to the Business, or make, or induce any other entity to make or negotiate or otherwise deal with others for a tender or exchange offer of Common Stock of the Business, solicit proxies, votes or consents other than for nonimees selected by the Business' Board of Directors, and proposals recommended by the Business' Board of Directors, or otherwise seek to acquire control of the Business unless such purchase, transaction, offer, agreement or proposal shall have previously been approved by the Board of Directors of the Business.\n10. This Agreement shall expire on December 31, 1999.\n11. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.\n12. We acknowledge that remedies at law may be inadequate to protect against breach of this Agreement and we hereby agree in advance to the granting of injunctive relief in your favor without proof of actual damages.\nVery truly yours,\nCRANE CO.\nBy: /s/ N.S. Evans\n----------------------------------\nPrint Name: N.S. Evans\nTitle: CEO\n-------------------------------\nDate: 3/18/98\n2\n", - "spans": [ - [ - 0, - 9 - ], - [ - 10, - 34 - ], - [ - 35, - 53 - ], - [ - 54, - 78 - ], - [ - 79, - 105 - ], - [ - 106, - 112 - ], - [ - 112, - 124 - ], - [ - 125, - 133 - ], - [ - 134, - 160 - ], - [ - 161, - 188 - ], - [ - 189, - 199 - ], - [ - 200, - 402 - ], - [ - 402, - 597 - ], - [ - 597, - 653 - ], - [ - 653, - 1048 - ], - [ - 1049, - 1124 - ], - [ - 1125, - 1468 - ], - [ - 1468, - 1829 - ], - [ - 1829, - 1930 - ], - [ - 1931, - 2393 - ], - [ - 2394, - 2504 - ], - [ - 2504, - 2861 - ], - [ - 2861, - 3233 - ], - [ - 3233, - 3346 - ], - [ - 3347, - 3428 - ], - [ - 3428, - 3571 - ], - [ - 3571, - 3794 - ], - [ - 3794, - 3898 - ], - [ - 3899, - 4142 - ], - [ - 4143, - 4425 - ], - [ - 4426, - 4688 - ], - [ - 4688, - 4949 - ], - [ - 4950, - 5303 - ], - [ - 5303, - 5754 - ], - [ - 5754, - 5885 - ], - [ - 5886, - 6881 - ], - [ - 6882, - 6935 - ], - [ - 6936, - 7054 - ], - [ - 7055, - 7271 - ], - [ - 7272, - 7289 - ], - [ - 7290, - 7299 - ], - [ - 7300, - 7318 - ], - [ - 7319, - 7353 - ], - [ - 7354, - 7376 - ], - [ - 7377, - 7387 - ], - [ - 7388, - 7419 - ], - [ - 7420, - 7433 - ], - [ - 7434, - 7435 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 19, - 28 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 24, - 27 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 24, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000897730/000095013698001457/0000950136-98-001457.txt" - }, - { - "id": 415, - "file_name": "899240_0000912057-01-007226_a2040095zex-99_9d1.txt", - "text": "CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT (\"Agreement\") is made as of January 31, 2001 by and between Sunglass Hut International, Inc., a Florida corporation (\"Sunglass Hut\"), and Luxottica Group S.p.A, an Italian corporation (\"Luxottica\") (Sunglass Hut and Luxottica are collectively referred to herein as the \"Parties\").\nWHEREAS, the Parties wish to provide for the disclosure of information relating to Sunglass Hut and maintenance of the confidentiality thereof with respect of the evaluation by Luxottica of a possible transaction (the \"Possible Transaction\");\nNOW, THEREFORE, the Parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:\n1. DEFINITIONS. The following terms are defined as follows:\n(a) \"Evaluation Material\" means any oral or written information concerning Sunglass Hut, its subsidiaries, business, markets, products, prospects or finances furnished by it (in such capacity, the \"Provider\") or any of its Representatives (as defined below) to Luxottica (in such capacity, the \"Recipient\") or any of its Representatives, except information which: (i) is or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Recipient or any of its Representatives who received such information pursuant hereto); (ii) is or becomes available to the Recipient or any of its Representatives on a nonconfidential basis from a source other than the Provider or any of its Representatives; provided, that such source is not and was not bound by a confidentiality agreement with, or other similar obligation to, the Provider of which the Recipient or any of its Representatives are aware; or (iii) has been independently acquired or developed by the Recipient or any of its Representatives without violating any of its obligations under this Agreement.\n(b) A \"Representative\" of a Party includes any officer, director, shareholder, employee, advisor, attorney, consultant or agent of such Party.\n2. USE OF EVALUATION MATERIAL. Any Evaluation Material provided to the Recipient hereunder will be used by the Recipient and its Representatives solely for the purpose of evaluating the Possible Transaction and will not be used by the Recipient in any way detrimental to the Provider or its stockholders. The Recipient will maintain the strict confidentiality of any Evaluation Material provided to it or any of its Representatives by the other Party or any of the other Party's Representatives and will not disclose any part of it to any other person; provided, however, that it may disclose any such Evaluation Material or portions thereof to those of its Representatives who need to know such information in order to assist the Recipient in evaluating the advisability of entering into the Possible Transaction and it may disclose any such Evaluation Material in accordance with Paragraph 5 hereof.\n3. REPRESENTATIVES. The Recipient will (a) provide the other Party with a list of its Representatives who are given access to any Evaluation Material, (b) inform each such Representative of the terms of this Agreement, and (c) obtain the agreement of each such Representative to abide by the terms of this Agreement. Each Party will be responsible for any breach of this Agreement by any of its Representatives.\n4. INDEMNIFICATION. Each Party will indemnify, defend and hold harmless the other Party from and against any and all damages, losses, liabilities and costs that any other Party may sustain or incur as a result of any breach of this Agreement by such Party or any of its Representatives.\n5. SUBPOENAS, ETC. If the Recipient or any of its Representatives becomes required by law or applicable legal process (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material furnished by the Provider, the Recipient will provide the Provider with prompt prior written notice of such requirement and the terms of and circumstances surrounding such requirement so that the Provider may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Agreement, and the Recipient will provide such cooperation with respect to obtaining a protective order or other remedy as the Provider may reasonably request. If such protective order or other remedy is not obtained, or if the Provider is required to waive compliance with the provisions hereof, Recipient will furnish only that portion of such Evaluation Material which, as it is advised in a written opinion by its counsel, is legally required to furnish and will exercise all reasonable efforts to obtain an order or other reasonable assurance that confidential treatment, if available, will be accorded such Evaluation Material.\n6. TERMINATION. If any Party decides that it does not wish to proceed with a Possible Transaction, it will promptly advise the other Parties of that decision. In such event, the Recipient promptly will return to the Provider all copies of any Evaluation Material in its possession or in the possession of any of its Representatives furnished by such Provider or any of its Representatives, and the Recipient will destroy all analyses, compilations, studies or other documents prepared by it or any of its Representatives or for their use containing or reflecting any Evaluation Material, whether in digital, written or other form. Any destruction required pursuant to this Paragraph 6 will be certified in writing to the Provider by an authorized officer supervising such destruction.\n7. NON-DISCLOSURE. Without the prior written consent of the other Party, each Party will not, and will direct its Representatives not to, disclose to any person that any investigations, discussions or negotiations are taking place concerning a Possible Transaction, that such Party has requested or received Evaluation Material from the other Party, or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof.\n8. NO SOLICITATION OF EMPLOYEES. Each Party covenants that for a period of two (2) years following the date of this Agreement, such Party will not, directly or indirectly, solicit for employment or hire any employee of the other Party or any of the other Party's subsidiaries with whom such Party has had contact or who became known to such Party in connection with its consideration of the Possible Transaction; provided, however, that the foregoing provision will not prevent a Party from employing any employee of the other Party who contacts the prospective employer Party on his or her own initiative without any direct or indirect solicitation by or encouragement from the prospective employer Party, or prevent a general solicitation conducted in the ordinary course of business and not directed specifically at the employees of the other Party.\n9. ACCURACY OF MATERIALS. The Provider does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Materials provided or to be provided by it or any of its Representatives. Neither the Provider nor any of its Representatives will have any liability to the Recipient or any person resulting from the Recipient's use of any Evaluation Material provided by the Provider or any of its Representatives or the contents thereof or from any action taken or any inaction occurring in reliance thereon.\n10. NO COMMITMENT. No contract or agreement providing for any transaction or other arrangement between the Parties exists. Neither Party nor any of their respective stockholders or owners will have any legal obligation of any kind whatsoever with respect to any transaction or other arrangement by virtue of this Agreement or any other written or oral expression with respect to any transaction or other arrangement except, in the case of this Agreement, for the matters specifically agreed to herein. Each Party will be free to conduct or terminate the process whereby it may enter into any transaction or other arrangement as such Party in its sole discretion will determine. No Party will have any claims whatsoever against the other Party or any of the other Party's Representatives arising out or relating to any transaction or other arrangement. Neither this Paragraph 10 nor any other provision in this Agreement can be waived or amended except by written consent of both Parties.\n11. COMPLIANCE WITH SECURITIES LAWS. Each Party acknowledges that it is aware (and that its Representatives who are apprised of a Proposed Transaction have been, or upon being so apprised will be, advised) of the restrictions imposed by certain securities laws on a person possessing material non-public information about certain companies and agrees to comply with such laws.\n12. EQUITABLE REMEDIES. The Parties acknowledge that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining the amount of damage that will be suffered in the event that this Agreement is breached. Therefore, each Party will be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement by the other Party or any of its Representatives, in addition to all other remedies available to such Party at law or in equity.\n13. NO WAIVERS. No failure or delay by either Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. INTEGRATION. This Agreement embodies the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, agreements and understandings among the Parties with respect to the subject matter hereof.\n15. MISCELLANEOUS. This Agreement is for the benefit of the Parties and will be governed by and construed in accordance with the laws of the State of Florida. All Parties' obligations under this Agreement will expire one year from the date of this Agreement. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated.\nIN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first hereinabove written.\nSUNGLASS HUT INTERNATIONAL, INC.\nBy: /s/ James N. Hauslein\n---------------------------------------\nJames N. Hauslein\nChairman of the Board\nLUXOTTICA GROUP S.P.A.\nBy: /s/ Leonardo Del Vecchio\n----------------------------------------\nLeonardo Del Vecchio\nChairman\n4\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 239 - ], - [ - 239, - 321 - ], - [ - 322, - 564 - ], - [ - 565, - 751 - ], - [ - 752, - 768 - ], - [ - 768, - 811 - ], - [ - 812, - 1176 - ], - [ - 1176, - 1398 - ], - [ - 1398, - 1771 - ], - [ - 1771, - 1931 - ], - [ - 1932, - 2074 - ], - [ - 2075, - 2106 - ], - [ - 2106, - 2380 - ], - [ - 2380, - 2976 - ], - [ - 2977, - 2997 - ], - [ - 2997, - 3016 - ], - [ - 3016, - 3128 - ], - [ - 3128, - 3200 - ], - [ - 3200, - 3294 - ], - [ - 3294, - 3388 - ], - [ - 3389, - 3409 - ], - [ - 3409, - 3675 - ], - [ - 3676, - 3695 - ], - [ - 3695, - 4407 - ], - [ - 4407, - 4880 - ], - [ - 4881, - 4897 - ], - [ - 4897, - 5040 - ], - [ - 5040, - 5512 - ], - [ - 5512, - 5665 - ], - [ - 5666, - 5685 - ], - [ - 5685, - 6134 - ], - [ - 6135, - 6168 - ], - [ - 6168, - 6987 - ], - [ - 6988, - 7014 - ], - [ - 7014, - 7220 - ], - [ - 7220, - 7539 - ], - [ - 7540, - 7559 - ], - [ - 7559, - 7663 - ], - [ - 7663, - 8042 - ], - [ - 8042, - 8218 - ], - [ - 8218, - 8392 - ], - [ - 8392, - 8527 - ], - [ - 8528, - 8565 - ], - [ - 8565, - 8904 - ], - [ - 8905, - 8929 - ], - [ - 8929, - 9157 - ], - [ - 9157, - 9455 - ], - [ - 9456, - 9472 - ], - [ - 9472, - 9756 - ], - [ - 9757, - 9774 - ], - [ - 9774, - 10036 - ], - [ - 10037, - 10056 - ], - [ - 10056, - 10196 - ], - [ - 10196, - 10296 - ], - [ - 10296, - 10623 - ], - [ - 10624, - 10733 - ], - [ - 10734, - 10766 - ], - [ - 10767, - 10792 - ], - [ - 10793, - 10832 - ], - [ - 10833, - 10850 - ], - [ - 10851, - 10872 - ], - [ - 10873, - 10895 - ], - [ - 10896, - 10924 - ], - [ - 10925, - 10965 - ], - [ - 10966, - 10986 - ], - [ - 10987, - 10995 - ], - [ - 10996, - 10997 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 27, - 28 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000899240/000091205701007226/0000912057-01-007226.txt" - }, - { - "id": 416, - "file_name": "900091_0001047469-97-003029_document_4.txt", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement made and entered into this 10th day of July, 1996 (\"Effective Date\"), by and between SHARP CORPORATION, a Japanese corporation, having its principal place of business at 22-22, Nagaike-cho, Abeno-ku, Osaka, Japan (hereinafter called \"Sharp\") and Hybrid Networks, Inc., an American corporation, having its principal place of business at 10161 Bubb Road, Cupertino, California 95014-4167 (hereinafter called \"Hybrid Networks\").\nWITNESSETH:\nWHEREAS, Sharp and Hybrid Networks both have as their purpose an interest in exploring a possible business relationship and in order for the parties to explore this relationship, it may be necessary for the parties to disclose certain of their proprietary and other information to each other, which information each of the parties regards as confidential. This confidential information relates to Cable Data Modem.\nNOW, THEREFORE, the parties hereto agree as follows:\n1. (a) All of the confidential information (hereinafter \"Confidential Information\"), including, without limitation, all information relating to business plans, financial or technical matters, trade secrets, designs, know-how, inventions, operations and any other information received or acquired by one party (\"Receiving Party\") from the other (\"Disclosing Party\") in the course of exploring the possible business relationship shall be in written form and marked \"Confidential,\" with the name of the Disclosing Party and the date of disclosure. If the Confidential Information is initially disclosed orally, it shall be reduced to written form by the Disclosing Party (including the date of the oral disclosure and name of the Disclosing Party) and presented or mailed to the Receiving Party within fifteen (15) days of the first oral disclosure.\n(b) The Confidential Information shall remain the property of the Disclosing Party.\n(c) All information disclosed which is not marked \"Confidential,\" or not reduced to written form and marked \"Confidential\" if initially disclosed orally shall be considered to be non-confidential and shall not be subject to the obligations imposed by this Agreement. All Confidential Information disclosed under this Agreement shall be limited to the subject matter mentioned in the Recital. The existence and terms of this Agreement shall be treated as Confidential Information.\n2. The Receiving Party shall:\n(a) hold the Confidential Information in confidence and not disclose it to third parties, except in the limited cases referred to in paragraph \"6\"; and\n(b) not use the Confidential Information for any purpose other than exploring or examining the possibility of a business relationship between the parties.\n3. Either party hereto shall have the right, at any time, to terminate in writing and discussions and exchange of information in connection with the exploration of the possibilities of a business relationship between the parties without any further obligations or liabilities to the other party, other than the obligations of confidentiality hereunder, or any right or obligation relating to the Confidential Information hereunder.\n4.(i) The obligations of the above paragraph \"2\" shall not apply to any information which:\n(a) is available to the public through no breach of this Agreement by the Receiving Party; or\n(b) was in the possession of the Receiving Party prior to receipt from the Disclosing Party; or\n(c) is received independently from a third party who is free to disclose such information to the Receiving Party; or\n(d) is subsequently independently developed by the Receiving Party; or\n(e) has been or is made public by the Disclosing Party, such as by commercial use or sale or by publications or patents, or otherwise; or\n(f) is approved for release by written consent of the Disclosing Party.\n(ii) Disclosure of Confidential Information shall not be precluded if such disclosure is pursuant to the requirement or request of a governmental agency or by operation of law. Provided, however, the Receiving Party shall promptly give a written notice to the Disclosing party so that the Disclosing Party may seek an appropriate protective order.\n5. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or delivered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests.\n6. The Receiving Party agrees that the Confidential Information shall be disclosed to only those people within its respective organizations or its agents, consultants, representatives or advisors who have a need to know the information and who are obligated under terms no less restrictive than those imposed by this Agreement on the Receiving Party.\n7. Each party shall have the right to refuse to accept any information under this Agreement, and nothing herein shall obligate either party to disclose to the other party any particular information. Further, each party acknowledges that no contract or agreement providing for a business relationship, of any nature, shall be deemed to exist unless and until a final definitive agreement has been executed and delivered.\n8. If any official approval is required by a government authority or disclose the Confidential Information hereunder, such disclosure is subject to that approval. Both parties shall comply in all respects with applicable laws, regulations and court orders, including but not limited to laws and regulations on export control, in both parties' countries and other applicable countries.\n9. Disclosure of any information under this Agreement, or otherwise, shall not be construed as granting, directly or by implication, any license under or interest of any kind in any patent, patent application, copyright or other intellectual property rights.\n10. The Disclosing Party represents and warrants that it has the right to disclose the information disclosed under the terms of this Agreement and that disclosure of this information does not conflict with the terms of any agreement between the Disclosing Party and a third party.\n11. The parties hereto shall not be obligated to compensate each other for the disclosure and/or use pursuant to the terms of this Agreement of any information exchanged in connection with this Agreement or the discussions between the parties.\n12. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the disclosure of the Confidential Information. The terms of this Agreement may not be changed except by subsequent written agreement duly signed by an officer of each of the parties.\n13. Subject to Paragraph \"4\" hereof, the obligation of the Receiving Party provided in Paragraph \"2\" hereof shall continue for three (3) years from the date of each receipt of the Confidential Information, even after termination of this Agreement according to paragraph \"3\" hereof.\n14. This Agreement shall be governed, construed and interpreted in accordance with the laws of Japan.\n15. The Receiving Party acknowledges that remedies of damages may be inadequate to protect against breach of this Agreement and the Receiving Party agrees in advance to the granting of injunctive or other equitable relief to the Disclosing Party in addition to any other remedy which may be available to the Disclosing Party.\n16. The Disclosing Party does not make any representation or warranty, except as may be specifically provided in writing, as to the accuracy or completeness of the Confidential Information, or as to its utility or suitability for any purpose of the Receiving Party and the Disclosing Party expressly disclaims any right of the Receiving Party to rely thereon, or any liability to the Receiving Party resulting from the use of the Confidential Information.\nIN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the Effective Date first set forth above.\nHYBRID NETWORKS, INC. SHARP CORPORATION\nBy: /s/ Carl S. Ledbetter By: /s/ Akira Mitarai\n---------------------------- -----------------------------\nTyped Name: Carl S. Ledbetter Typed Name: Akira Mitarai\n-------------------- --------------------\nTitle: President & CFO Title: Corporate Director\n------------------------- -------------------------\nDate: 10 July, 1996 Date: 10 July 1996\n------------------------- -------------------------\n4\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 465 - ], - [ - 466, - 477 - ], - [ - 478, - 834 - ], - [ - 834, - 892 - ], - [ - 893, - 945 - ], - [ - 946, - 949 - ], - [ - 949, - 1491 - ], - [ - 1491, - 1792 - ], - [ - 1793, - 1876 - ], - [ - 1877, - 2144 - ], - [ - 2144, - 2269 - ], - [ - 2269, - 2356 - ], - [ - 2357, - 2386 - ], - [ - 2387, - 2538 - ], - [ - 2539, - 2693 - ], - [ - 2694, - 3125 - ], - [ - 3126, - 3128 - ], - [ - 3128, - 3216 - ], - [ - 3217, - 3310 - ], - [ - 3311, - 3406 - ], - [ - 3407, - 3523 - ], - [ - 3524, - 3594 - ], - [ - 3595, - 3732 - ], - [ - 3733, - 3804 - ], - [ - 3805, - 3837 - ], - [ - 3837, - 3982 - ], - [ - 3982, - 4152 - ], - [ - 4153, - 4386 - ], - [ - 4387, - 4737 - ], - [ - 4738, - 4937 - ], - [ - 4937, - 5157 - ], - [ - 5158, - 5321 - ], - [ - 5321, - 5542 - ], - [ - 5543, - 5801 - ], - [ - 5802, - 6082 - ], - [ - 6083, - 6326 - ], - [ - 6327, - 6532 - ], - [ - 6532, - 6667 - ], - [ - 6668, - 6693 - ], - [ - 6693, - 6949 - ], - [ - 6950, - 7051 - ], - [ - 7052, - 7377 - ], - [ - 7378, - 7833 - ], - [ - 7834, - 7983 - ], - [ - 7984, - 8006 - ], - [ - 8006, - 8023 - ], - [ - 8024, - 8071 - ], - [ - 8072, - 8101 - ], - [ - 8101, - 8130 - ], - [ - 8131, - 8186 - ], - [ - 8187, - 8208 - ], - [ - 8208, - 8228 - ], - [ - 8229, - 8277 - ], - [ - 8278, - 8304 - ], - [ - 8304, - 8329 - ], - [ - 8330, - 8368 - ], - [ - 8369, - 8395 - ], - [ - 8395, - 8420 - ], - [ - 8421, - 8422 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 9, - 34 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 39, - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 22 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 28 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 8, - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25, - 26, - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 15 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000900091/000104746997003029/0001047469-97-003029.txt" - }, - { - "id": 417, - "file_name": "912592_0000929624-98-000842_document_20.txt", - "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (this \"Agreement\") is made as of April 2, 1998, by and between RENAISSANCE GOLF PRODUCTS, INC., a Delaware Corporation (\"Renaissance\"), and the WORLD GOLF FEDERATION, INC. (\"Corporation\"), a Texas corporation, and JOSEPH P. CONNORS, an individual, WILLIAM PETMECKY, an individual, KIP GUNDRY, an individual, and TROY HORTON, an individual (collectively referred to as the \"Undersigneds\").\nThis Agreement is entered into with reference to the following facts:\nA. The Corporation has been engaged in the business of designing, developing, organizing, and managing golfing events as well as marketing its events through a network of independent distributors (the \"Business\").\nB. Pursuant to the Asset Purchase Agreement of April 2, 1998, by and among the Corporation, Joseph P. Connors, William Petmecky, Kip Gundry, and Troy Horton, shareholder and/or employees of or distributors for the Corporation, and the Purchaser (the \"Purchase Agreement\"), the Purchaser is purchasing substantially all of the assets of the Corporation and the business of the Corporation as a going concern.\nC. The Undersigneds the Corporation and a shareholder of the Corporation, and will derive substantial benefit from the transactions contemplated by the Purchase Agreement.\nD. As a result of the Undersigneds' prior business activities and prior association with and/or employment by the Corporation, the Undersigneds have detailed knowledge and posses confidential information concerning the business and operations of the Corporation.\nE. After the closing of the transaction contemplated in the Purchase Agreement, Connors, Petmecky, Gundry, and Horton desire to continue to engage in the Business, subject, however, to the terms, conditions, and limitations set forth in this Agreement.\nF. In order to induce the Purchaser to consummate the transactions contemplated by the Purchase Agreement, the Undersigneds have agreed and the Purchaser has required the Undersigneds to enter into this Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:\n1. RESTRICTIVE COVENANTS.\n1.1 The Undersigneds acknowledge and agree that: (i) the business contacts, customers, suppliers, technology, know-how, trade secrets, marketing and distribution techniques, and other aspects of the business of the Corporation have been of value to the Corporation, and have provided the Corporation (and will hereafter provide the Purchaser) with substantial competitive advantage in the operation of its business, and (ii) by virtue of their previous relationships with the Corporation as officers, managers, Shareholders, employees, and/or affiliates, the Undersigneds have detailed knowledge and possess confidential information concerning the business and operations of the Corporation.\n1.2 It is hereby agreed that none of the Undersigneds shall, directly, or indirectly, for itself or themselves, or through or on behalf of any other person or entity including, without limitation, family members, trusts, or other business or estate planning arrangements engage in the following:\n(a) at any time, divulge, transmit, or otherwise disclose or cause to be divulged, transmitted, or otherwise disclose, any business contacts, client, distributor, or customer lists, technology, know-how, traded secrets, marketing techniques, supplier contacts, contracts, or other confidential or proprietary information of the Corporation of whatever nature existing on or prior to the date hereof (provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (i) it is a matter of common knowledge or public record, (ii) it is generally known in the industry in which the Business is engaged, or (iii) the Undersigneds can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement);\n(b) at any time during the period of the Purchase Agreement and for two years following the termination of the Purchase Agreement for any reason (the \"Restrictive Period\"), invest, carry on, engage, or become involved, either as an employee, agent, advisor, officer, director, stockholder (excluding ownership of not more than 3% of the outstanding shares of a publicly held Corporation if such ownership does not involve managerial or operational responsibility), manager, partner, joint venture, participant, or consultant, in any business enterprise (other than the Purchaser or any of its subsidiaries, affiliates, successors, or assigns) which (i) is located or operating, or soliciting customers located in the United States of America or any other country in which Purchaser sells products, and (ii) is or becomes, at any time during the Restrictive Period, engaged in the manufacture, assembly, sale, marketing, advertising, and distribution of golf balls or any golf related products. For purposes of this Agreement, golf related products shall mean products that are marketed or sold by Purchaser; and\n(c) at any time during the Restrictive Period initiate contact with any employee, consultant, or independent contractor of Purchaser for the purpose of hiring away such employee, consultant, or independent contractor from Purchaser, or solicit customers of the Purchasers.\n2. CORPORATE AND TRADE NAMES.\nFrom and after the date hereof, the Undersigneds will not utilize the name \"The World Golf Tour,\" or any confusingly similar name in connection with any business activities from and after the date hereof.\n3. CONSIDERATION.\nIn consideration for the covenants contained herein, the Purchaser has agreed to enter into the Asset Purchase Agreement to be executed in conjunction with this Agreement.\n4. REMEDIES.\n4.1 In the event of a breach of this Agreement by any either of the Undersigneds, the precise amount of damages that may be suffered by the Purchaser of reason of such breach may be difficult to ascertain; accordingly, the parties hereby agree that, as liquidated damages (and not as a penalty) in respect of any such breach, the Purchaser, in its sole discretion, may choose to demand the sum of $20,000 as the sole and exclusive damages for the breach. The parties agree that the foregoing provision for liquidated damages, if chosen by Purchaser, constitutes a fair and reasonable estimate of the actual damages that might be suffered by reason of a breach of this Agreement by the Undersigneds. Alternatively, and in lieu of its right to demand liquidated damages as aforesaid, the Purchaser may elect to pursue and recover all actual damages, incurred by the Purchaser as a result of such breach, insofar as they can be determined.\n4.2 The Undersigneds and the Purchaser hereby further acknowledge and agree that any breach by either of the Undersigneds, directly or indirectly, of the foregoing restrictive covenants will cause the Purchaser irreparable injury for which there is not adequate remedy at law. Accordingly, each of the Undersigneds expressly agrees that, in the event of any such breach or any threatened breach hereunder by any of the Undersigneds, directly or indirectly, the Purchaser shall be entitled, in addition to any and all other remedies available (including but not limited to the damages provided for in paragraph 4.1 above), to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain, and/or enjoin a breach under the provisions of this Agreement.\n5. MISCELLANEOUS.\n5.1 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Utah without regard to any conflict of law provisions.\n5.2 Assignment. The benefits and obligations of any party to this Agreement may not be assigned, except upon the written consent of the other party. This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties named herein and their respective successors and assigns.\n5.3 Entire Agreement. This Agreement and the documents and other agreements referenced herein contain the entire Agreement between the parties with respect to the subject matter hereof; all representations, promises, and prior or contemporaneous understandings between the parties with respect to the subject matter hereof, are merged into and expressed in this Agreement and such documents and other agreements; and any and all prior agreements between the parties with respect to the subject matter hereof are hereby canceled.\n5.4 Amendment. This Agreement may be amended, modified, or supplemented only by an instrument in writing signed by the parties to this Agreement.\n5.5 Notices. All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given on the date received if personally delivered, telecopied, or mailed by commercial express mail service:\nTO UNDERSIGNEDS: WORLD GOLF FEDERATION, INC.\n5555 North Lamar Blvd., Suite L-137\nAustin, Texas 78751\nAttn: Joseph P. Connors\nJoseph P. Connors, William Petmecky\nKip Gundry, Troy Horton\n5555 North Lamar Blvd., Suite L-137\nAustin, Texas 78751\nTO PURCHASER: RENAISSANCE GOLF PRODUCTS, INC.\n12187 South Business Park Drive, Suite 100\nDraper, Utah 84020\nAttn: John Hewlett\nor to such other address or telecopier number which either party may notify the other party as provided above.\n5.6 Headings. The headings of the Sections of this Agreement are for the convenience of reference only, and do not form a part hereof, and in no way modify, interpret, or construe the meanings of the parties.\n5.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one Agreement.\n5.8 Waiver; Severability. The failure of any of the parties to this Agreement to require the performance of term or obligation under this Agreement or the waiver by any of the parties to this Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder. In case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein.\n5.9 Dispute Resolution. Any controversy, claim, or dispute among the parties hereto arising out of or related to this Agreement or the breach hereto, which cannot be settled amicably by the parties, shall be submitted for mediation in Salt Lake City, Utah. In the event mediation is unsuccessful, the parties consent to the exclusive jurisdiction of an appropriate court within Salt Lake County, State of Utah, to hear and decide any controversy, claim, or dispute hereunder. The prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs, as determined by the trial court.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.\nPURCHASER: UNDERSIGNED:\nRENAISSANCE GOLF PRODUCTS, INC. WORLD GOLF TOUR, INC.\na Delaware corporation a Texas corporation\n/s/ John B. Hewlett /s/ Joseph P. Connors\nBy:_______________________ By:_______________________\nJohn B. Hewlett, Joseph P. Connors,\nChief Executive Officer President\nUNDERSIGNED INDIVIDUALS:\n/s/ Joseph P. Connors /s/ William Petmecky\n___________________________ _______________________\nJOSEPH P. CONNORS WILLIAM PETMECKY\n/s/ Kip Gundry /s/ Troy Horton\n___________________________ _______________________\nKIP GUNDRY TROY HORTON\n4\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 267 - ], - [ - 267, - 483 - ], - [ - 484, - 553 - ], - [ - 554, - 767 - ], - [ - 768, - 1175 - ], - [ - 1176, - 1347 - ], - [ - 1348, - 1610 - ], - [ - 1611, - 1863 - ], - [ - 1864, - 2077 - ], - [ - 2078, - 2307 - ], - [ - 2308, - 2333 - ], - [ - 2334, - 2338 - ], - [ - 2338, - 2383 - ], - [ - 2383, - 2754 - ], - [ - 2754, - 3025 - ], - [ - 3026, - 3030 - ], - [ - 3030, - 3321 - ], - [ - 3322, - 3840 - ], - [ - 3840, - 3897 - ], - [ - 3897, - 3977 - ], - [ - 3977, - 4213 - ], - [ - 4214, - 4863 - ], - [ - 4863, - 5016 - ], - [ - 5016, - 5208 - ], - [ - 5208, - 5325 - ], - [ - 5326, - 5598 - ], - [ - 5599, - 5628 - ], - [ - 5629, - 5833 - ], - [ - 5834, - 5851 - ], - [ - 5852, - 6023 - ], - [ - 6024, - 6036 - ], - [ - 6037, - 6041 - ], - [ - 6041, - 6492 - ], - [ - 6492, - 6736 - ], - [ - 6736, - 6973 - ], - [ - 6974, - 6978 - ], - [ - 6978, - 7251 - ], - [ - 7251, - 7775 - ], - [ - 7776, - 7793 - ], - [ - 7794, - 7813 - ], - [ - 7813, - 7948 - ], - [ - 7949, - 7965 - ], - [ - 7965, - 8098 - ], - [ - 8098, - 8262 - ], - [ - 8263, - 8285 - ], - [ - 8285, - 8791 - ], - [ - 8792, - 8807 - ], - [ - 8807, - 8937 - ], - [ - 8938, - 8951 - ], - [ - 8951, - 9161 - ], - [ - 9162, - 9206 - ], - [ - 9207, - 9242 - ], - [ - 9243, - 9262 - ], - [ - 9263, - 9286 - ], - [ - 9287, - 9322 - ], - [ - 9323, - 9346 - ], - [ - 9347, - 9382 - ], - [ - 9383, - 9402 - ], - [ - 9403, - 9448 - ], - [ - 9449, - 9491 - ], - [ - 9492, - 9510 - ], - [ - 9511, - 9529 - ], - [ - 9530, - 9640 - ], - [ - 9641, - 9655 - ], - [ - 9655, - 9849 - ], - [ - 9850, - 9868 - ], - [ - 9868, - 10020 - ], - [ - 10021, - 10047 - ], - [ - 10047, - 10373 - ], - [ - 10373, - 10774 - ], - [ - 10775, - 10799 - ], - [ - 10799, - 11032 - ], - [ - 11032, - 11251 - ], - [ - 11251, - 11396 - ], - [ - 11397, - 11497 - ], - [ - 11498, - 11521 - ], - [ - 11522, - 11554 - ], - [ - 11554, - 11575 - ], - [ - 11576, - 11618 - ], - [ - 11619, - 11660 - ], - [ - 11661, - 11688 - ], - [ - 11688, - 11714 - ], - [ - 11715, - 11750 - ], - [ - 11751, - 11784 - ], - [ - 11785, - 11809 - ], - [ - 11810, - 11852 - ], - [ - 11853, - 11881 - ], - [ - 11881, - 11904 - ], - [ - 11905, - 11939 - ], - [ - 11940, - 11970 - ], - [ - 11971, - 11999 - ], - [ - 11999, - 12022 - ], - [ - 12023, - 12045 - ], - [ - 12046, - 12047 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 17, - 18 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 17, - 26 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000912592/000092962498000842/0000929624-98-000842.txt" - }, - { - "id": 418, - "file_name": "912643_0001045969-00-000244_document_3.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\n(FieldWorks, Inc. disclosing and receiving information)\nThis Agreement is made as of the date of execution by FieldWorks (\"Execution Date\"), by and between FieldWorks, INC., a Minnesota Corporation, (hereinafter \"FieldWorks\"), located at 7631 Anagram Drive, Eden Prairie, MN 55344-7310, Phone 612/974-7000, Fax 612/974-7099 and\nCompany:\n-------------------------------------------\nAddress:\n--------------------------------------------------------------------------------------\nTelephone: Voice:\nFAX:\n(hereinafter the \"COMPANY\").\nWHEREAS, FieldWorks has and may acquire certain company confidential information which it desires to disclose to COMPANY, and COMPANY is willing to accept such information confidentially and as limited herein; and,\nWHEREAS COMPANY, has and may acquire certain company confidential information which it desires to disclose to FieldWorks, and FieldWorks is willing to accept such information confidentially and as limited herein:\nNOW, THEREFORE, the parties agree as follows:\n\"Confidential information\" is any information disclosed in any form whatsoever, tangible or intangible including, but not limited to, a device, sample, material, product, graphic, printed, written, drawing, chart, diagram, sketch, notes, figure, machine-recognizable form including data stored in electronic storage devices of all types, or other tangible form, audio disks, tapes and cassettes, video disks, tapes and cassettes, electronic transmission of all types, including radio, television, satellite, cable, telephone, or information disclosed orally or visually, or information disclosed in other forms, or information disclosed in other forms developed in the future to the receiving party (either COMPANY or FieldWorks) areas and that is marked, designated, labeled or identified at the time of disclosure as being confidential or its equivalent.\nConfidential information that is disclosed orally will be confirmed in writing by the disclosing party within thirty (30) days after such disclosure. The parties agree that such written confirmation when mailed by the disclosing party, will form a part of this Agreement.\n1.1. It is agreed that confidential information may include information which is acquired by the disclosing party based at least in part on the disclosing party's testing, evaluating, or analyzing certain goods, samples, products, devices, equipment or apparatus which may be provided by the receiving party.\n2. Unless otherwise expressly authorized by the disclosing party, the receiving party agrees to retain the confidential information in confidence for the \"Confidential Period\" defined in paragraph number 3 below, during which period the receiving party shall not disclose the confidential information to any third party, and shall not use the confidential information for any purpose other than the aforesaid purposes.\n2.1. Further, the receiving party agrees to use at least the same degree of care to avoid disclosure of such confidential information as the receiving party uses with respect to its own proprietary or confidential information of like importance.\n3. The \"Confidential Period\" shall mean two (2) years from the date of receipt of the confidential information or until such time as the information no longer qualifies as confidential information pursuant to paragraph number 5 below.\n4. The receiving party shall limit dissemination of the confidential information to such of its employees or agents who have a need to know for the aforesaid purposes.\n4.1. Further, the receiving party agrees to instruct all such employees and agents not to disclose such confidential information to third parties. Each such employee and agent shall be individually bound by this Agreement.\n5. Notwithstanding any other provisions of this Agreement, confidential information shall not include any information which:\n(a) Is or becomes publicly known through no wrongful act of the receiving party; or\n(b) Is, at the time of disclosure under this Agreement, already known to the receiving party without restriction on disclosure; or\n(c) Is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; or\n(d) Is independently developed by the receiving party without breach of this Agreement; or\n(e) Is explicitly approved for release by written authorization of the disclosing party.\n6. All confidential information shall remain the property of the disclosing party. Further, the receiving party agrees to return to the disclosing party, upon request, any information disclosed in any tangible form, all copies thereof, containing any of the confidential information referred to in paragraph number 1 above.\n7. It is agreed that nothing in this Agreement shall be construed as granting to the receiving party any rights, by license or otherwise, in the confidential information except to use the information as expressly authorized by this Agreement.\n7.1. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall not be assignable by either party without the written consent of the other party, and any purported assignment not permitted hereunder shall be void. This document constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous communications, representations, understandings and agreements, whether oral or written, between the parties or any official or representative thereof.\n8. Each party hereby affirms that it is not prohibited by the Office of Export Administration for the U.S. Department of Commerce from receiving technical information, know-how, data or other information and each party agrees not to export such information, or products incorporating it, to any prohibited country.\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives below\nFieldWorks Incorporated\n------------------------------------------------ -------------------------------------------------\n(name of COMPANY)\n------------------------------------------------ -------------------------------------------------\n(signature of Authorized Representative) (signature of Authorized Representative)\n------------------------------------------------ -------------------------------------------------\n(print Authorized Representative name) (print Authorized Representative name)\n------------------------------------------------ -------------------------------------------------\n(title) (title)\n------------------------------------------------ -------------------------------------------------\n(Execution Date) (date)\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 87 - ], - [ - 88, - 359 - ], - [ - 360, - 368 - ], - [ - 369, - 412 - ], - [ - 413, - 421 - ], - [ - 422, - 508 - ], - [ - 509, - 526 - ], - [ - 527, - 531 - ], - [ - 532, - 560 - ], - [ - 561, - 775 - ], - [ - 776, - 988 - ], - [ - 989, - 1034 - ], - [ - 1035, - 1891 - ], - [ - 1892, - 2042 - ], - [ - 2042, - 2163 - ], - [ - 2164, - 2472 - ], - [ - 2473, - 2891 - ], - [ - 2892, - 3137 - ], - [ - 3138, - 3372 - ], - [ - 3373, - 3540 - ], - [ - 3541, - 3688 - ], - [ - 3688, - 3763 - ], - [ - 3764, - 3888 - ], - [ - 3889, - 3972 - ], - [ - 3973, - 4103 - ], - [ - 4104, - 4271 - ], - [ - 4272, - 4362 - ], - [ - 4363, - 4451 - ], - [ - 4452, - 4535 - ], - [ - 4535, - 4775 - ], - [ - 4776, - 5018 - ], - [ - 5019, - 5146 - ], - [ - 5146, - 5317 - ], - [ - 5317, - 5611 - ], - [ - 5612, - 5926 - ], - [ - 5927, - 6047 - ], - [ - 6048, - 6071 - ], - [ - 6072, - 6121 - ], - [ - 6121, - 6170 - ], - [ - 6171, - 6188 - ], - [ - 6189, - 6238 - ], - [ - 6238, - 6287 - ], - [ - 6288, - 6369 - ], - [ - 6370, - 6419 - ], - [ - 6419, - 6468 - ], - [ - 6469, - 6546 - ], - [ - 6547, - 6596 - ], - [ - 6596, - 6645 - ], - [ - 6646, - 6661 - ], - [ - 6662, - 6711 - ], - [ - 6711, - 6760 - ], - [ - 6761, - 6784 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29, - 31 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 27 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13, - 14 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000912643/000104596900000244/0001045969-00-000244.txt" - }, - { - "id": 419, - "file_name": "913949_0000950149-96-000782_document_6.txt", - "text": "PROPRIETARY INFORMATION NON-DISCLOSURE AGREEMENT\nThis Agreement is made this __day of ____, 1995 by and between Ingram Micro Inc., a California corporation with its business at 1600 East St. Andrew Place, Santa Ana, CA 92799-5125 (\"Ingram\"), and Macromedia, Inc., a California corporation, with its business at 600 Townsend Street, San Francisco, California 94103 (\"Vendor\") .\nWHEREAS Ingram has compiled and organized certain information relating to its sales which is proprietary and confidential, known as the \"non-standard, subsection (i), point of sale (POS) data\" component of its \"Systems Sales Out Report\" (\"Proprietary Information\"); and\nWHEREAS Ingram agrees to disclose Proprietary Information to Vendor for the limited purpose set out herein; and\nWHEREAS Vendor desires to inspect such Proprietary Information so Vendor may monitor sales through distribution;\nNOW, THEREFORE, in consideration of the mutual promises set out herein, the parties hereby agree as follows:\n1. Except as authorized herein, Vendor agrees not to communicate, disclose, or otherwise make available all or any part of the Proprietary Information to any third party, including, but not limited to Vendor's parent, subsidiaries, or affiliated companies.\n2. Vendor agrees not to use, or permit others to use, the Proprietary Information, other than for the purpose of monitoring sales through distribution. Vendor agrees to make no more than five (5) copies of the Proprietary Information unless otherwise agreed in writing between the parties; and Vendor agrees to limit distribution of and access to the Proprietary Information to those of Vendor's personnel who require access to Proprietary Information for the foregoing purpose. Vendor agrees not to directly contact, for the purpose of soliciting, or selling Product directly to any customer or dealer listed in the Proprietary Information.\n3. Vendor and Ingram mutually agree that all copies of the Proprietary Information and all written descriptions, extractions, or summaries thereof, whether made by Vendor or Ingram, shall be the property of Ingram, and shall, upon expiration of this Agreement or Ingram's request, be immediately returned to Ingram.\n4. Vendor and Ingram mutually agree that Ingram's public disclosure of the Proprietary Information, except pursuant to a confidential disclosure agreement, to any party will release Vendor from the obligation of confidentiality with respect to that portion of the Proprietary Information actually disclosed by Ingram.\n5. Upon termination of this Agreement by either party for any reason, Vendor shall return all Proprietary Information to Ingram within thirty (30) days, irrespective of format. For purposes of enforcing this provision, Vendor's return obligation shall survive the termination of this Agreement.\n6. The rights, promises, duties, and obligations set out herein, and the validity, interpretation, performance, and legal effect of the whole Agreement shall be governed and determined by the laws of the State of California. In the event that any provision is found invalid or unenforceable pursuant to statutory or Judicial decree, such provision shall be construed only to the maximum extent permitted by law, and the remainder of the Agreement shall be valid and enforceable in accordance with its terms.\nINGRAM MICRO INC. MACROMEDIA, INC.\nBy: ____________________________ By: _______________________________\nSanat K. Dutta Name: _____________________________\nExecutive Vice President Title: ____________________________\nDate: ___________________________ Date: _____________________________\nDomestic Distribution Agreement March 15, 1996\n", - "spans": [ - [ - 0, - 48 - ], - [ - 49, - 376 - ], - [ - 377, - 385 - ], - [ - 385, - 539 - ], - [ - 539, - 646 - ], - [ - 647, - 655 - ], - [ - 655, - 758 - ], - [ - 759, - 767 - ], - [ - 767, - 871 - ], - [ - 872, - 980 - ], - [ - 981, - 1013 - ], - [ - 1013, - 1237 - ], - [ - 1238, - 1390 - ], - [ - 1390, - 1717 - ], - [ - 1717, - 1879 - ], - [ - 1880, - 2195 - ], - [ - 2196, - 2513 - ], - [ - 2514, - 2691 - ], - [ - 2691, - 2808 - ], - [ - 2809, - 3034 - ], - [ - 3034, - 3316 - ], - [ - 3317, - 3335 - ], - [ - 3335, - 3351 - ], - [ - 3352, - 3356 - ], - [ - 3356, - 3385 - ], - [ - 3385, - 3389 - ], - [ - 3389, - 3420 - ], - [ - 3421, - 3436 - ], - [ - 3436, - 3442 - ], - [ - 3442, - 3471 - ], - [ - 3472, - 3504 - ], - [ - 3504, - 3532 - ], - [ - 3533, - 3539 - ], - [ - 3539, - 3567 - ], - [ - 3567, - 3573 - ], - [ - 3573, - 3602 - ], - [ - 3603, - 3649 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 15, - 17 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2, - 3, - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 10, - 11, - 13 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000913949/000095014996000782/0000950149-96-000782.txt" - }, - { - "id": 420, - "file_name": "916529_0000927016-97-001071_document_2.txt", - "text": "SCHEDULE C - NON-DISCLOSURE AGREEMENT\nThis SECRECY AGREEMENT is entered into between Electric Fuel Limited, 5 Kiryat Mada Street, Har Hotzvim, P.O. Box 23073, Jerusalem 91230, Israel - on behalf of itself, its parent company and its wholly owned subsidiaries, hereinafter referred to as EFL - and Israel Electric Corporation Ltd., hereinafter \"IEC\", having a place of business at 2 Ha'hagana Street, Haifa, Israel. EFL is a developer and owner of proprietary technology in the areas of electric energy generation and storage, batteries and Electric Fuel/(R)/ hereinafter \"The EFL System.\"\nIEC and EFL mutually wish to enter into a limited period of information exchange for the purpose of evaluating a business relationship related to EFL's Technology.\nAccordingly, IEC and EFL hereby agree as follows:\nDEFINITIONS\nPROGRAM as used herein means an exploratory exchange and evaluation of technical and business information among the Parties pertaining to the EFL System. PROPRIETARY INFORMATION - any information disclosed by one PARTY to the respective other PARTY, which is transferred:\n(a) by means of documents including, but not limited to, agreements, drawings or pictures, designated as confidential at the time of disclosure and marked accordingly;\n(b) any specimen, physical item or any other object, whether it be marked \"confidential\" or not;\n(c) visual or verbal disclosure which is subsequently contained in a document marked \"confidential\" and delivered to the receiving PARTY within 60 days from its disclosure.\nPROGRAM OBJECTIVE\nThe objective of the PROGRAM is to provide a mechanism for the sharing of PROPRIETARY INFORMATION which will enable IEC to evaluate the benefits of the EFL System.\nNONDISCLOSURE OF PROPRIETARY INFORMATION\nEach Party agrees to protect PROPRIETARY INFORMATION of the other Party, not to use proprietary information for any purpose other than stated in the PROGRAM OBJECTIVE and not to disclose PROPRIETARY INFORMATION to any third party. The Parties shall each secure in writing a similar non-disclosure agreement from each of its employees prior to any disclosure of PROPRIETARY INFORMATION to that person. IEC shall employ in general the same standard of care as it employs with respect to its own proprietary or confidential information of like kind and character.\nThere shall be no obligation with respect to PROPRIETARY INFORMATION which:\na) is or becomes publicly available without fault of the receiving Party;\nb) can be shown by competent written proof to have been in the possession of the receiving Party as of the date of the disclosure;\nc) is disclosed without restriction to the receiving Party by a third party having the legal right to make such disclosures.\nTERM\nThe PROGRAM shall have a nominal term of one year commencing with the effective date of this Agreement, and may be extended at the mutual written agreement of IEC and EFL.\nEither IEC or EFL may terminate the PROGRAM at any time without cause on written notice to the other.\nFollowing the expiration of the PROGRAM, or a termination of the PROGRAM as provided for above, the rights and obligations respecting NONDISCLOSURE OF PROPRIETARY INFORMATION set forth in this Agreement will survive and remain in effect for a period of five years.\nNOTICE\nAny notice required or permitted under this Agreement shall be submitted in writing, shall become effective at the time of its receipt, and shall be addressed as follows, or to such other addresses either party designates from time to time:\nIf to EFL:\nMr. Yehuda Harats\nElectric Fuel Ltd.\nHar Hotzvim, P.O. Box 23073\nJerusalem 91230 Israel\nFax: 02-322-252\nIf to IEC:\nMr. Yigal Porat\nIsrael Electric Corporation Ltd.\n2 Ha'hagana Street\nHaifa, Israel\nFax: 04-370-690\nASSIGNMENT\nThis Agreement shall not be assigned by either Party without the prior written consent of the other Party, except that either Party may assign its rights under the Agreement to the successors or assigns of all or substantially all of its business assets relating to the subject matter of this Agreement.\nENTIRE AGREEMENT\nThis Agreement constitutes the entire understanding of the Parties and may only be modified by an amendment in writing executed by authorized persons on behalf of both IEC and EFL.\nIN WITNESS WHEREOF the parties hereto, through their authorized representatives, have executed this Agreement.\nELECTRIC FUEL LTD. ISRAEL ELECTRIC CORPORATION LTD.\nBy /s/Yehuda Harats By /s/Yigal Porat\n------------------------------ ------------------------------\nTitle President and Chief Title Head Research and\nExectutive Officer Development Division\nDate 15.5.95 Date 14.5.95\n", - "spans": [ - [ - 0, - 37 - ], - [ - 38, - 415 - ], - [ - 415, - 588 - ], - [ - 589, - 752 - ], - [ - 753, - 802 - ], - [ - 803, - 814 - ], - [ - 815, - 969 - ], - [ - 969, - 1086 - ], - [ - 1087, - 1254 - ], - [ - 1255, - 1351 - ], - [ - 1352, - 1524 - ], - [ - 1525, - 1542 - ], - [ - 1543, - 1706 - ], - [ - 1707, - 1747 - ], - [ - 1748, - 1979 - ], - [ - 1979, - 2149 - ], - [ - 2149, - 2308 - ], - [ - 2309, - 2384 - ], - [ - 2385, - 2458 - ], - [ - 2459, - 2589 - ], - [ - 2590, - 2714 - ], - [ - 2715, - 2719 - ], - [ - 2720, - 2891 - ], - [ - 2892, - 2993 - ], - [ - 2994, - 3258 - ], - [ - 3259, - 3265 - ], - [ - 3266, - 3506 - ], - [ - 3507, - 3517 - ], - [ - 3518, - 3535 - ], - [ - 3536, - 3554 - ], - [ - 3555, - 3582 - ], - [ - 3583, - 3599 - ], - [ - 3599, - 3605 - ], - [ - 3606, - 3621 - ], - [ - 3622, - 3632 - ], - [ - 3633, - 3648 - ], - [ - 3649, - 3681 - ], - [ - 3682, - 3700 - ], - [ - 3701, - 3714 - ], - [ - 3715, - 3730 - ], - [ - 3731, - 3741 - ], - [ - 3742, - 4045 - ], - [ - 4046, - 4062 - ], - [ - 4063, - 4243 - ], - [ - 4244, - 4354 - ], - [ - 4355, - 4374 - ], - [ - 4374, - 4406 - ], - [ - 4407, - 4427 - ], - [ - 4427, - 4444 - ], - [ - 4445, - 4476 - ], - [ - 4476, - 4506 - ], - [ - 4507, - 4556 - ], - [ - 4557, - 4596 - ], - [ - 4597, - 4622 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 8 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 9 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000916529/000092701697001071/0000927016-97-001071.txt" - }, - { - "id": 421, - "file_name": "917253_0000917253-00-000008_document_8.txt", - "text": "STATE OF SOUTH CAROLINA\nCOUNTY OF CHARLESTON\nLICENSE, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT (the \"Agreement') is effective as of the 1st' of January, 1996, by and between ENVIROMETRICS PRODUCTS COMPANY, a corporation organized and existing under the laws of South Carolina and having its principal place of business at 1019 Bankton Drive, Charleston, South Carolina, 29406 (hereinafter the \"Company\"), and ZELLWEGER ANALYTICS, INC., a company organized and existing under the laws of Texas, and its subsidiaries and affiliates, having its principal place of business at 405 Barclay Boulevard, Lincolnshire, Illinois, 60069 (hereinafter the \"Master Distributor\").\nWHEREAS, the Company is engaged in the Business of the Company throughout the United States and, in the course of such activities, has acquired or developed certain Trade Secrets, Confidential Information and Proprietary Information (as such terms are hereinafter defined) not generally known in the Company's industry or otherwise;\nWHEREAS, such Trade Secrets, Confidential Information and Proprietary Information provide the Company with a competitive advantage in the marketplace in which it competes;\nWHEREAS, the Company and Master Distributor have entered into a Master Distributorship Agreement, dated as of the date hereof, pursuant to which Master Distributor will promote, market, and sell Products to Sub-Distributors and Customers in the Territory, as is more particularly defined in the Master Distributorship Agreement\nWHEREAS, as a result of the execution of the Master Distributorship Agreement, Master Distributor is in a position involving the trust and confidence of the Company and will receive access to the Companys Trade Secrets, Confidential Information and Proprietary Information, and, through the use of Company facilities or resources, may develop, or contribute to the development of, additional Trade Secrets, Confidential Information and Proprietary Information; and\nWHEREAS, the Company and Master Distributor are entering into this Agreement in order to protect the Company's Trade Secrets, Confidential Information and Proprietary Information.\nNOW THEREFORE, in consideration of the execution of the Master Distributorship Agreement, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:\n1. Definitions.\n(a) The ACT Monitoring Card System TM. The term \"The ACT Monitoring Card System TM means the system composed of the ACT Electronic Reader and the Cards, which system has been developed and is currently being distributed by the Company as part of the Business of Company.\n(b) ACT Electronic Reader. The term \"ACT Electronic Reader\" means the device produced by or on behalf of the Company to read the Cards.\n(c) Business of Company. The term \"Business of Company\" means the research, design, development, manufacture, sale and service of air monitoring and other environmental testing technologies and products, including the Products.\n(d) Cards. The term \"Cards\" means the cards developed by the Company and used by the ACT Electronic Reader to perform the function of quantitatively measuring elements present in the atmosphere, and the cards used for qualitative measurement which are read visually.\n(e) Competing Business. 'Me term \"Competing Business\" means any person or entity in the same business or substantially the same business as the Business of Company.\n(f) Competing Product. The term \"Competing Product\" means any good that performs substantially the same functions as either of the Cards.\n(g) Confidential Information. The term \"Confidential Information' means any and all data and information relating to the business conducted by the Company (whether constituting a Trade Secret or not) which is or has been disclosed to Master Distributor or of which Master Distributor became aware as a consequence of or through his relationship with Company and which has value to the Company and is not generally known by its competitors; provided, however, no information will be deemed \"confidential\" unless such information is treated by the Company as confidential. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by Master Distributor or any other person or entity without authorization), or that has been independently developed and disclosed by others (except where such independent development and disclosure has been made by Master Distributor or any other person or entity without authorization), or that otherwise enters the public domain through lawful means.\n(h) Copyrights. The term \"Copyrights\" means all original works of authorship including literary, artistic, pictorial, graphic and other intellectual works owned or claimed by the Company which are registered with the United States Copyright Office or the copyright office of any nation, state or political jurisdiction within the Territory, are eligible to be so registered, or are entitled to protection by and under the laws and treaties of the United States or the substantial equivalent laws of any political subdivision, nation and/or state within the Territory.\ni) Customer. The term \"Customer\" means any end-user of a Product \"Intellectual Property\". The term \"Intellectual Property\" means the Copyrights, Marks and Patents, collectively or in combination, as the context suggests.\n(k) Marks. The term \"Marks\" means all trade names, word marks, trademarks, service marks and logos or designs (including any @e dress that is susceptible to protection under the laws of the United States or any other political subdivision in the Territory), whether or not registered with the United States Patent and Trademark Office or trademark office or registry of any nation, state or political jurisdiction within the Territory, placed upon or used in connection with the Business of Company or the sale, distribution, promotion and marketing of the Products or any other goods or services provided or distributed by Company, including, without limitation, \"ACT and design,\" \"Air-Chem Technologies W\" and \"The ACT Monitoring Card System TM\", together with any and all other marks that may be developed for use or are used in connection with the marketing or distribution of the Products or any other goods or services provided or distributed by Company; provided, however, the term \"Marks\" shall not include the trademarks and, which are owned by Master Distributor.\n(1) Master Distributorship Agreement The term \"Master Distributorship Agreement\" means that certain Agreement by and between Company and Master Distributor dated as of the 1st day of January, 1996.\n(m) Patents. The term \"Patents\" means all inventions or letters patent owned or obtained by or on behalf of Company, and which are registered with the United States Patent and Trademark Office or the patent office or registry in any political subdivision, nation or state in the Territory or are eligible for registration and/or other protection under the laws and treaties of the United States or of any other political subdivision, nation or state in the Territory.\n(n) Products. The term \"Products\" means and includes the Products to be distributed by the Master Distributor under the Master Distributorship Agreement.\n(o) Proprietary Information. The term \"Proprietary Information\" means all of the following materials and information, whether or not patentable or protected or protectable, by copyright or equivalent design, registration law or regulation existing from time to time with any part of the Territory, to which Master Distributor has received access or which Master Distributor receives, develops, or has developed, in whole or in part, as a direct or indirect result of performing this Agreement or through the use of any of Company's facilities or resources:\n(i) Production processes, quality control processes and/or procedures, marketing techniques, purchasing information, pricing policies, quoting procedures, financial information, customer names and requirements, customer data and other materials or information relating to the manner in which Company does business;\n(ii) Discoveries, concepts and ideas, and the embodiment thereof, whether or not patentable or subject to protection by a copyright, I including, without limitation, the nature and results of research and development activities, processes, formulas, techniques and \"know-how\";\n(iii) Any other materials or information related to the business or activities of Company which are not generally known to others engaged in similar business or activities;\n(iv) Trade Secrets, Confidential Information or other proprietary information which Company has acquired or may in the future acquire from any third party, including, without limitation, operating principles, documentation, drawings, programs and performance specifications and results, provided to Company by such third parties pursuant to agreements, understandings and/or acknowledgments to the effect that such trade secrets and confidential or proprietary information provided to Company by such third parties (collectively \"Third Party Confidential Information\") is the proprietary and/or confidential information of such respective third party and is to be treated by Company as if such Third Party Confidential Information were Company's Confidential Information.\n(p) Territory. The term \"Territory\" means the world.\n(q) Trade Secrets. The term \"Trade Secrets\" means the whole or any portion or phase of any data or information developed, owned, or licensed from a third party by the Company, including any formula, pattern, compilation, program, device, method, technique, improvement, or process that:\n(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use, and\n(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.\nTrade Secrets shall not include any data or information (i) that has been voluntarily disclosed to the public by Company or has become generally known to the public (except when such public disclosure has been made by or through Master Distributor, or by a third person or entity with the knowledge of Master Distributor, without authorization from Company); (ii) that has been independently developed and disclosed by parties other than Master Distributor or Company, the public generally or to Master Distributor without a breach of obligation of confidentiality by any such parties running directly or indirectly to Company; or (iii) that otherwise enters the public domain through lawful means.\n2. Term. The term of this Agreement shall commence on the 1st day of January, 1996, and shall end on the termination of the Master Distribution Agreement, except where a different date of termination or survival is herein specified.\n3. Exclusive-Ownership by Company. Master Distributor agrees and acknowledges that all Proprietary Information, Intellectual Property, Trade Secrets and Confidential Information, and any and all embodiments thereof (herein, the \"Property\"), is and shall remain at all times the exclusive property of and owned by the Company, and that Master Distributor's performance of its duties and obligations and its use or awareness of the Property during the term of this Agreement or the Master Distributorship Agreement shall create no rights, at law or in equity, under the laws and decisions of any nation or state within the Territory, in Master Distributor in or to the Property, or any aspect or embodiment thereof. Master Distributor further agrees not to copy, reverse engineer, disassemble, decompile or otherwise reproduce any Product or its equivalent, in whole or in part.\n4. Non-Disclosure of Trade Secrets. Master Distributor shall not, during the term of this Agreement and the Master Distributorship Agreement, and at any and all times following termination, for any reason, of this Agreement or the Master Distributorship Agreement, disclose, use, reveal, report, publish, disclose, transfer, or make available, directly or indirectly, to any person, business concern, or other entity, any Trade Secrets except in the proper performance of its duties hereunder; provided, however, Master Distributor is not prohibited hereby from disclosing or using any Trade Secrets which subsequently becomes part of the public domain through no breach of this Agreement or the Master Distributorship Agreement and through no fault of Master Distributor.\n5. Non-Disclosure of Confidential Information or Proprietary Information. Master Distributor shall not, during the term of this Agreement and the Master Distributorship Agreement, and for a period of three (3) years following termination, for any reason, of the Master Distributorship Agreement, disclose, use, reveal, report, publish, disclose, transfer, or make available, directly or indirectly, to any person, business concern, or other entity, any Confidential Information or Proprietary Information except in the proper performance of its duties hereunder; provided, however, Master Distributor is not prohibited hereby from disclosing or using any Confidential Information or Proprietary Information which subsequently becomes part of the public domain through no breach of this Agreement and the Master Distributorship Agreement and through no fault of Master Distributor.\n6. Confidentiality Procedures. Master Distributor shall take all appropriate steps to ensure that the Confidential Information and Trade Secrets and any other similar information and data set forth in this Agreement and the Master Distributorship Agreement are not divulged or disclosed to any unauthorized person.\n7. License and Use of Marks. Company hereby grants to Master Distributor, during the term of this Agreement only, the non-exclusive, royalty-free limited right and license to use the Marks only in connection with the performance of Master Distributor's duties and obligations under this Agreement and under the Master Distributorship Agreement. Master Distributor agrees not to use the Marks in connection with any other business, products or services. Master Distributor agrees not to use the Marks, or any of them, or any confusingly similar name or symbol, in whole or in part, as part of Master Distributor's business or trade name. The Parties shall mutually approve all promotional material used by Master Distributor in connection with the distribution and marketing of the Products to ensure that Master Distributor properly uses the Marks.\n8. Protection Against Infringement. Master Distributor agrees to cooperate fully with Company to protect company's proprietary rights in the Intellectual Property, yet acknowledges and agrees that Company shall have the sole right, opportunity and duty to protect the Intellectual Property from legal action or suit for infringement thereof, and Master Distributor shall not respond, contest, settle, or otherwise conduct any proceedings or handle any claims without prior consultation with and written approval from Company, unless a response is necessary to avoid compromising the rights of Company in such proceedings or with regard to such claims.\n9. No Registration without Notice. Master Distributor agrees it will not, without the prior written consent of Company, directly or indirectly register, apply for registration, or attempt to acquire any legal protection for any of the Intellectual Property or the Products or any proprietary rights therein, or take any other action which may adversely affect Company's right, title, or interest in or to the Intellectual Property or the Products in any nation or state within the Territory.\n10. No Challenges. Master Distributor shall not challenge, directly or indirectly, the right, title, and interest of Company in and to the Proprietary Information, Intellectual Property and Products, nor the validity or enforceability of Company's claimed rights therein under the laws of any nation or state within the Territory.\n11. No Warranty of Intellectual Prop. Company expressly disclaims and makes no warranty, promise or representation that the Intellectual Property does not infringe upon the proprietary rights of third parties under the laws of the nations and states in the Territory.\n12. Termination upon Breach. Master Distributor acknowledges that in the event of a breach by Master Distributor of its obligations under this Agreement or the Master Distributorship Agreement, Company may immediately terminate this Agreement and the Master Distribution Agreement without liability and may bring appropriate legal action to enjoin any breach of this Agreement, and shall be entitled to recover from Master Distributor legal fees and costs in addition to other appropriate legal and equitable relief in any nation or state within the Territory.\n13. No Recourse for Loss Caused by Intellectual Property. Master Distributor shall have no recourse against Company for any loss, liability, damages or costs which may at any time be suffered or incurred by Master Distributor by reason of, or in reliance upon, any of the Intellectual Property furnished hereunder by Company, or by reason of any suit or proceeding against Master Distributor on account of any Intellectual Property, or by reason of the defense of any such suit or proceeding, unless such loss, liability, damages or costs are caused by gross negligence or fraud of Company.\n14. Covenants/Severability. Master Distributor recognizes and agrees: (i) that the covenants and agreements contained in Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement are of the essence of this Agreement; (ii) that each of such covenants is reasonable and necessary to protect and preserve the interests and properties of the Company and the Business of Company; (iii) that irreparable loss and damage will be suffered by Company should Master Distributor breach any of such covenants and agreements; (iv) that each of such covenants and agreements is separate, distinct and severable from the other and remaining provisions of this Agreement; (v) that, if any such covenant is found by a court of competent jurisdiction to be over broad in any respect, Master Distributor desires and directs that such covenant be amended by such court to a reasonable breadth; (vi) that, in addition to other remedies available to it, Company shall be entitled to both temporary and permanent injunctions to prevent a breach or contemplated breach by Master Distributor of any of such covenants or agreements; (vii) that the prevailing party s ' hall be reimbursed for any costs or expenses (including reasonable attorneys' fees) in attempting to enforce or defend against any such covenants; and (viii) in the event Company seeks a temporary or preliminary injunction hereunder, Master Distributor hereby waives any requirement that Company post a bond or other security.\n15, Binding Effect. This Agreement shall ensure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, assigns, and legal representatives.\n16. Governing Law, Forum for Litigation. This Agreement shall be interpreted and governed by the laws of the State of South Carolina, without giving effect to its conflicts of laws rules. Notwithstanding alternative dispute settlement provisions in the Master Distributorship Agreement, any action or proceeding to enforce or interpret this Agreement shall be brought only in the state or federal courts sitting in Charleston County, South Carolina, United States, and Master Distributor hereby irrevocably submits and consents to such exclusive jurisdiction and venue.\n17. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or the unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of the other provisions hereof.\n18. Entire Agreement. This Agreement is executed in connection with the Master Distributorship Agreement, but, with respect to the subject matter hereof, sets forth the entire understanding between the parties hereto and supersedes and replaces any and every other agreement with respect to the subject matter hereof which may have existed between Company and Master Distributor, including, without limitation, the Non-Disclosure and Confidentiality Agreement executed on or about September 1, 1994, and the Confidentiality Agreement executed on or about October 11, 1995.\n19. Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the party against whom enforcement of any such modification or amendment is sought. Either party hereto may by an instrument in writing waive compliance by the other party of any term or provision of this Agreement on the part of such other party. The waiver by any party of a breach of any term or provision shall not be construed as a waiver of any subsequent breach.\n20. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not be deemed to control or affect the meaning or construction of any provision.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.\nMASTER DISTRIBUTOR: ZELLWEGER\nANALYTICS INC.\nBy:\nATTEST:\nCorporate Secretary\nCOMPANY-. ENVIROMETRICS PRODUCTS\nCOMPANY\nBy\nWalter H. 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"choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 27, - 53, - 55 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 63, - 65 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000917253/000091725300000008/0000917253-00-000008.txt" - }, - { - "id": 422, - "file_name": "920729_0000891618-96-000819_document_6.txt", - "text": "MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Mutual Confidentiality and Non-Disclosure Agreement is entered into as of April 2, 1996 (the \"Effective Date\") by and between HNC Software Inc., a Delaware corporation, and Infoseek, a California corporation (hereinafter collectively referred to as \"the parties\").\nWHEREAS, the parties recognize that each other's business involves specialized and proprietary knowledge, information, methods, processes, techniques, and skills peculiar to their security and growth. The parties acknowledge that any disclosure of such methods, processes, skills, financial data, or other confidential or proprietary information would substantially injure the party's business, impair the party's investments and goodwill, and jeopardize the party's relationship with the party's clients and customers;\nWHEREAS, the parties presently desire to consult with each other with respect to certain matters;\nWHEREAS, in the course of such consultation the parties anticipate disclosing to each other certain information of a novel, proprietary, or confidential nature, and desire that such information be subject to all of the terms and conditions set forth below.\nNOW, THEREFORE, the parties hereto, in consideration of the premises and other good and valuable consideration, agree as follows:\n1. Confidential Information. \"Confidential Information\" shall mean and include any information which relates to the financial and/or business operations of each party, including, but not limited to, information relating to each party's customers, products, processes, financial condition, employees, manufacturing techniques, experimental work and/or trade secrets. Said Confidential Information is deemed proprietary by the parties hereto. The Subject Matter of this Agreement, as well as any additional information disclosed hereunder that is deemed Confidential Information by the parties is described in Exhibit A attached hereto and incorporated herein by this reference.\n2. Use of Confidential Information. Each party agrees not to use the other's Confidential Information for any purpose other than for the specific consultation regarding the subject matter of this Agreement. Any other use of such Confidential Information shall be made only upon the prior written consent from an authorized representative of the party which disclosed such information (hereinafter the \"Disclosing Party\") or pursuant to subsequent agreement between the parties.\n3. Non-Disclosure of Proprietary Information. The parties agree that from the date of receipt, the party receiving the Confidential Information (hereinafter the \"Receiving Party\") shall not disclose Confidential Information to any other person, firm, corporation or other entity or use it for its own benefit except as provided in this Agreement. The Receiving Party shall not publish, divulge, communicate, or reveal any Confidential Information to any person, corporation, or other third party or to any of Receiving Party's employees who do not have a need to know such Confidential Information with respect to their job duties. The Receiving Party shall use the same degree of care to avoid publication or dissemination of the Confidential Information as it would with respect to its own confidential information. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of Receiving Party restrictions at least as strict as required by this Agreement.\n\"Confidential Information\" shall not include information, technical data or know-how which:\n(a) is already known to the Receiving Party at the time of disclosure and is not otherwise subject to restriction;\n(b) is or becomes publicly known through no wrongful act of the Receiving Party;\n(c) rightfully disclosed to Receiving Party by a third party who has no obligation of confidentiality to the Disclosing Party;\n(d) is independently developed by the Receiving Party; or\n(e) is approved for release by written authorization of the Disclosing Party.\n4. Marking. Confidential Information may be disclosed either visually, orally or in writing. Written material shall be identified and labeled \"Confidential\" or \"Proprietary\" to discloser. Verbal or visual information should be identified as \"Confidential Information\" when disclosed.\n5. Return of Confidential Information. All Confidential Information and copies and extracts thereof shall be promptly returned to Disclosing Party three years from the effective date of this Agreement, or at any time within thirty (30) days of receipt of a written request by the Disclosing Party for the return of such Confidential Information.\n6. Ownership of Information. The parties agree that any Confidential Information revealed to the other by the Disclosing Party remains the exclusive property of the Disclosing Party and its successors and assigns, unless otherwise expressly provided in writing signed by an authorized representative of the Disclosing Party.\n7. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights to the Receiving Party by license or otherwise, expressly, impliedly or otherwise, for any information, discovery or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement.\n8. Arbitration and Equitable Relief.\n(a) Arbitration. Except as provided in Section 8(b) below, the parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in San Diego County, California in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. In the event of arbitration, a reasonable amount of discovery may be undertaken by the parties. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.\n(b) Equitable Remedies. The parties agree that it would be impossible or inadequate to measure and calculate the Disclosing Party's damages from any breach of the covenants set forth herein. Accordingly, the parties agree that if in the event of a breach of any of the covenants contained in this Agreement, the affected party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and the parties hereby consent to the issuance of such injunction and to the ordering of specific performance.\n(c) Legal Expenses. If any action or proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled.\n9. Term. This Agreement shall expire two (2) years from the Effective Date, but may be terminated prior to expiration by either party giving thirty (30) days' prior written notice to the other party; provided, however, the obligations to protect the Confidential Information in accordance with this Agreement shall survive for a period of five (5) years from the date of the last disclosure of Confidential Information is made under this Agreement.\n10. No Formal Business Obligations. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor shall it constitute, create, give effect to, or otherwise imply an obligation or commitment on the part of either party to submit a proposal to or perform a contract with the other party. Nothing herein shall be construed as providing for the sharing of profits or loss arising out of the efforts of either or both parties. Neither party will be liable to the other for any of the costs associated with the other's efforts in connection with this Agreement.\n11. General Provisions.\n(a) Governing Law. This Agreement will be governed by the laws of the State of California.\n(b) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.\n(c) Successors and Assigns. This Agreement will be binding upon the successors and/or assigns of the parties.\n(d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation, or validity of this Agreement.\n(e) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by a duly authorized representative of the parties.\nThe parties, by the signatures of their authorized representatives appearing below, acknowledge that they have read and understand each and every term of this Agreement and agree to be bound by its terms and conditions.\nHNC Software Inc. Infoseek Corporation\n5930 Cornerstone Court West 2620 Augustine Drive, Suite 250\nSan Diego, CA 92121-3728 Santa Clara, CA 95054\nBy: By:\n----------------------------- -----------------------------\nMichael A. Thiemann Robin Johnson\nExecutive Vice President CEO\nEXHIBIT A\nSUBJECT MATTER; ADDITIONAL CONFIDENTIAL INFORMATION\nHNC (which shall be considered the Disclosing Party for purposes of this Exhibit A) may disclose information with respect to the following in connection with this Agreement. The parties agree that any such information disclosed shall be considered Confidential Information for purposes of this Agreement: Any and all information from any and all verbal, electronic, and/or written communications (whether in the form of slides, handouts, letters, memoranda, agreements, facsimile transmissions, meetings, conference and other telephone calls, diskettes, files, tapes, and/or any other mode) with respect to the HNC products known as SelectCast(TM), Convectis(TM), related products, and/or related concepts, proposals, data sources, plans, markets, customers, pricing, schedules, development efforts (including future product functionality and release plans), decision technology and/or models, software (including source code, object code and/or documentation), numerical data processing algorithms, product and software design specifications and/or functionality, and/or ideas.\n", - "spans": [ - [ - 0, - 51 - ], - [ - 52, - 321 - ], - [ - 322, - 523 - ], - [ - 523, - 841 - 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"spans": [ - 12, - 15 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000920729/000089161896000819/0000891618-96-000819.txt" - }, - { - "id": 423, - "file_name": "922237_0000950005-02-000645_p15515_ex10-19.txt", - "text": "Non-Disclosure Agreement\nEnova Systems, a corporation organized under the laws of California and Eco Power Technology, an Italian company, desire to explore certain possible business transactions and in facilitating that, it is understood and agreed that certain business and trade information which the parties deem confidential may be provided or disclosed by one to the other:\nIn consideration of the receiving party being granted access or continued access to such information, it is agreed as follows:\n1. \"INFORMATION\" shall mean any information, technical data or know-how relating to the business, services or products of the disclosing party or a third party, including without limitation any research, products, services, developments, inventions, processes, techniques, designs, components, parts, documents, drawings, electronic files, data sketches, plans, programs, specifications, software, and/or distribution, engineering, marketing, financial, merchandising, sales, and salary information and/or other materials (hereinafter collectively referred to as \"INFORMATION\") which is disclosed by such party or on its behalf, before or after the date hereof, to the other party or its employees or agents, directly or indirectly, in writing, orally, electronically, or by drawings or inspection. \"INFORMATION\" does not include information, technical data or know-how which the receiving party establishes: (i) is already published or available to the public other than by a breach of this Agreement or any confidentiality obligation owed to the disclosing party; (ii) is rightfully received from a third party without, and not in breach of, any obligation of confidentiality; (iii) is independently developed by personnel or agents of the receiving party without access to the INFORMATION of the other; (iv) is known to the receiving party at the time of disclosure without an obligation of confidentiality; or (v) is produced in compliance with applicable law or a court order, provided that the receiving party first gives the disclosing party reasonable notice of such law or order and gives the disclosing party opportunity to oppose and/or attempt to limit such production.\n2. The receiving party shall hold in trust and confidence, and not disclose to others, by any means, any and all INFORMATION disclosed under this Agreement. INFORMATION may be used by the receiving party only for the purpose of considering or pursuing a business relationship or business transaction with the disclosing party. The receiving party may disclose INFORMATION received under this Agreement to persons within its organization who have a need to know such information and only if such persons are bound in writing (pursuant, for example to a general employee non-disclosure agreement protecting third party confidential information as well as the employer's confidential information) to protect the confidentiality of such INFORMATION. The receiving party further agrees it shall take the same measures, but no less than reasonable security measures, and use the same care, but no less than a reasonable degree of care, to preserve and protect the secrecy of, and to avoid disclosure or unauthorized use of, the disclosing party's INFORMATION as it uses with its own information of similar importance. With respect to tangible materials constituting INFORMATION the receiving party agrees not to analyze any such materials for composition or structure.\n3. Title to all property received by the receiving party from the disclosing party, including all INFORMATION, shall remain at all times the sole property of the disclosing party, and this Agreement shall not be construed to grant to receiving party any licenses or similar rights to such property or INFORMATION (including all intellectual property) disclosed to the receiving party hereunder. Nothing in this Agreement shall limit or restrict the rights of the disclosing party to assert infringement or other intellectual property claims against the receiving party or to impose on either party any obligation to disclose any INFORMATION or to purchase or sell any products.\n4. The receiving party shall, upon request of the disclosing party: (i) return to the disclosing party all documents, drawings, equipment and other tangible materials, including all INFORMATION and all manifestations thereof, delivered to the receiving party under this Agreement, and all copies and reproductions thereof; and (ii) certify to the disclosing party that all such INFORMATION has been returned.\n5. The receiving party's duties under Section 2 of this Agreement expire with respect to any particular item of INFORMATION five years after the date of disclosure hereunder to the receiving party, or three years after the expiration or termination of the relationship between the parties to this Agreement, whichever is later.\n6. The parties further agree to the following terms and conditions:\n(a) Neither party shall without the prior written consent of the other party disclose to a third party any aspect of the commercial relationship between the parties including, but not limited to, pricing, items or quantities offered or sold, payment terms, production methods or schedules, delivery locations and means and suppliers. Each party agrees not to issue any press release or make any statement on the Internet, America on Line, CompuServe, Prodigy or any other public electronic network, or to any analysts or reporters concerning the other party or its products or services, without the other party's prior written authorization.\n(b) Receiving party shall adhere to the U.S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the disclosure or the direct product of such technical data to any proscribed countries.\n(c) Any breach by the receiving party of its obligations under this Agreement will result in irreparable injury to the disclosing party for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, the disclosing party will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief.\n(d) If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.\n(e) No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.\n(f) This Agreement shall be binding upon and will inure to the benefit of the parties hereto, and their respective successors and assigns.\n(g) This Agreement is governed by and will be construed in accordance with the laws of the State of California, and the state and federal courts of California shall be the exclusive forum.\n(h) This Agreement supersedes all prior agreements, written or oral, between the disclosing party and receiving party (or their respective predecessors in interest) relating to the subject matter of this Agreement. This Agreement may not be amended except by an agreement in writing signed by both parties that specifically refers to this Agreement.\nEco Power Technology ENOVA SYSTEMS\nBy:_______________________________ By:_______________________________\n[REDACTED]* [REDACTED]*\nDate: Date:\n---------------------------- ---------------------------\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 379 - ], - [ - 380, - 506 - ], - [ - 507, - 1306 - ], - [ - 1306, - 1416 - ], - [ - 1416, - 1573 - ], - [ - 1573, - 1686 - ], - [ - 1686, - 1813 - ], - [ - 1813, - 1921 - ], - [ - 1921, - 2188 - ], - [ - 2189, - 2346 - ], - [ - 2346, - 2516 - ], - [ - 2516, - 2935 - ], - [ - 2935, - 3301 - ], - [ - 3301, - 3451 - ], - [ - 3452, - 3847 - ], - [ - 3847, - 4129 - ], - [ - 4130, - 4198 - ], - [ - 4198, - 4457 - ], - [ - 4457, - 4538 - ], - [ - 4539, - 4866 - ], - [ - 4867, - 4934 - ], - [ - 4935, - 5269 - ], - [ - 5269, - 5576 - ], - [ - 5577, - 5832 - ], - [ - 5833, - 6032 - ], - [ - 6032, - 6221 - ], - [ - 6222, - 6523 - ], - [ - 6524, - 6663 - ], - [ - 6663, - 6843 - ], - [ - 6844, - 6982 - ], - [ - 6983, - 7171 - ], - [ - 7172, - 7387 - ], - [ - 7387, - 7521 - ], - [ - 7522, - 7556 - ], - [ - 7557, - 7592 - ], - [ - 7592, - 7626 - ], - [ - 7627, - 7650 - ], - [ - 7651, - 7662 - ], - [ - 7663, - 7692 - ], - [ - 7692, - 7719 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 5, - 8 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 18, - 19 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 5, - 10 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 5, - 7 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 23 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000922237/000095000502000645/0000950005-02-000645.txt" - }, - { - "id": 424, - "file_name": "922913_0000943440-00-000122_document_2.txt", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into this 10th day of April, 2000, between INFe.com, Inc. (\"INFE\"), and ClubComputer, Inc., (\"RECIPIENT\"), having offices at: 2771 Rockfish Valley Highway, Nellysford, VA 22958.\nWHEREAS, the disclosure by the parties of certain proprietary and trade secret information is necessary for the purchase of assets by INFE from RECIPIENT; and\nWHEREAS, the parties desire to protect and maintain the confidentiality of their respective trade secrets and/or other proprietary information (hereafter collectively referred to as \"Proprietary Information\") and to control and restrict its dissemination to prevent disclosure to unauthorized parties; and\nNOW THEREFORE, INFE and RECIPIENT agree to the following:\n1. INFE will disclose to RECIPIENT such portions of its Proprietary Information solely to enable RECIPIENT to determine the desirability of selling its assets to INFE; and RECIPIENT shall not disseminate any portions of the Proprietary Information to any third party individual or entity.\n2. As used in this Agreement, the phrase Proprietary Information shall include, but not be limited to the following: (a) information\nrelating to trade secrets, appropriate licenses with certain third parties, data, designs, samples, drawings, relationships, documentation, machinery, prototypes, processes, methods, concepts, facilities, research, development, patent applications, and other Proprietary Information relating to the development, testing, manufacture, or application of any such devices or systems (including but not limited to system concepts, architectures, source documents and programming documents); and (b) all marketing or financial plans, projections, resources, contracts, studies, and general information relating to the specific business opportunity contemplated herein, whether obtained verbally or in writing, or through observation. All information, tangible or intangible, whether obtained verbally or in writing, is to be considered Proprietary Information.\n4. No Proprietary Information shall be disclosed to any third party whatsoever by RECIPIENT without the prior written approval of INFE and all such information shall be protected with at least the same diligence, care, and precaution that Recipient uses to protect its own Proprietary Information.\n5. The undertakings and obligations of RECIPIENT under this Agreement shall not apply to any information which: (a) is disclosed in a printed publication available to the general public, is described by or in a patent anywhere in the world, or is otherwise in the public domain at the time of disclosure other than through the wrongful act or omission of the receiving party; (b) is generally disclosed to third parties by the disclosing party without restriction on such third parties; (c) is approved for release by prior, express, written authorization from the disclosing party.\n8. With respect to each item of Proprietary Information disclosed, this obligation of the parties under this Agreement shall expire three (3) years from the date of each such disclosure or the maximum period permitted by law if such period is less than three (3) years.\n Ex-2; Pg. 14\n9. No modification, alteration, or addition to this Agreement shall be binding unless mutually agreed to in writing by both parties.\n10. This Agreement shall be construed, interpreted, and enforced according to the laws of the Commonwealth of Virginia and the parties hereto consent to jurisdiction therein.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.\nINFe.com, Inc. RECIPIENT: ClubComputer.com, Inc.\nBy:____________________ By:_________________________\nName: Thomas M. Richfield Name: Dennis Tracz\nIts: President and CEO Its: President\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 248 - ], - [ - 249, - 407 - ], - [ - 408, - 713 - ], - [ - 714, - 771 - ], - [ - 772, - 1060 - ], - [ - 1061, - 1178 - ], - [ - 1178, - 1193 - ], - [ - 1194, - 1685 - ], - [ - 1685, - 1923 - ], - [ - 1923, - 2049 - ], - [ - 2050, - 2347 - ], - [ - 2348, - 2460 - ], - [ - 2460, - 2724 - ], - [ - 2724, - 2835 - ], - [ - 2835, - 2930 - ], - [ - 2931, - 3200 - ], - [ - 3201, - 3220 - ], - [ - 3221, - 3353 - ], - [ - 3354, - 3528 - ], - [ - 3529, - 3629 - ], - [ - 3630, - 3640 - ], - [ - 3640, - 3645 - ], - [ - 3645, - 3678 - ], - [ - 3679, - 3703 - ], - [ - 3703, - 3731 - ], - [ - 3732, - 3776 - ], - [ - 3777, - 3814 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3, - 6, - 7, - 8, - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 6, - 7, - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 5, - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000922913/000094344000000122/0000943440-00-000122.txt" - }, - { - "id": 425, - "file_name": "922913_0000943440-00-000294_0004.txt", - "text": "CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into this ___ day of July, 2000, between INFe.com, Inc. (\"INFE\"), and International Data Operations, Inc. (\"IDO\"), having offices at: 200 Route 17, Mahwah N.J. 07340.\nWHEREAS, the disclosure by the parties of certain proprietary and trade secret information is necessary for the purchase of assets by INFE from IDO; and\nWHEREAS, the parties desire to protect and maintain the confidentiality of their respective trade secrets and/or other proprietary information (hereafter collectively referred to as \"Proprietary Information\") and to control and restrict its dissemination to prevent disclosure to unauthorized parties; and\nNOW THEREFORE, INFE and IDO agree to the following:\n1. INFE will disclose to IDO such portions of its Proprietary Information solely to enable IDO to determine the desirability of the proposed sale of assets of the Placeum.com division of IDO to INFE; and IDO shall not disseminate any portions of the Proprietary Information to any third party individual or entity.\n2. IDO will disclose to INFE such portions of its Proprietary Information solely to enable INFE to determine the desirability of the proposed sale of assets the Placeum.com division of IDO; and INFE shall not disseminate any portions of the Proprietary Information to any third party individual or entity.\n2. As used in this Agreement, the phrase Proprietary Information shall include, but not be limited to the following: (a) information relating to trade secrets, appropriate licenses with certain third parties, data, designs, samples, drawings, relationships, documentation, machinery, prototypes, processes, methods, concepts, facilities, research, development, patent applications, and other Proprietary Information relating to the development, testing, manufacture, or application of any such devices or systems (including but not limited to system concepts, architectures, source documents and programming documents); and (b) all marketing or financial plans, projections, resources, contracts, studies, and general information relating to the specific business opportunity contemplated herein, whether obtained verbally or in writing, or through observation. All information, tangible or intangible, whether obtained verbally or in writing, is to be considered Proprietary Information.\n4. Neither party shall disclose the Proprietary Information of the other party to any third party whatsoever by without the prior written approval of the other party and all such information shall be protected with at least the same diligence, care, and precaution that each party uses to protect its own Proprietary Information.\n5. The undertakings and obligations of the parties under this Agreement shall not apply to any information which: (a) is\ndisclosed in a printed publication available to the general public, is described by or in a patent anywhere in the world, or is otherwise in the public domain at the time of disclosure other than through the wrongful act or omission of the receiving party; (b) is generally disclosed to third parties by the disclosing party without restriction on such third parties; (c) is approved for release by prior, express, written authorization from the disclosing party.\n Exhibit - 2.4 - Pg. 14\n8. With respect to each item of Proprietary Information disclosed, this obligation of the parties under this Agreement shall expire three (3) years from the date of each such disclosure or the maximum period permitted by law if such period is less than three (3) years.\n9. No modification, alteration, or addition to this Agreement shall be binding unless mutually agreed to in writing by both parties.\n10. This Agreement shall be construed, interpreted, and enforced according to the laws of the Commonwealth of Virginia and the parties hereto consent to jurisdiction therein.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.\nINFe.com, Inc. International Data Operations, Inc.\nBy: -------------------------- By:-----------------------------\nName: Thomas M. Richfield Name: Shlornie Morgenstern\nIts: President and CEO Its: Vice President\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 237 - ], - [ - 238, - 390 - ], - [ - 391, - 696 - ], - [ - 697, - 748 - ], - [ - 749, - 1063 - ], - [ - 1064, - 1369 - ], - [ - 1370, - 1487 - ], - [ - 1487, - 1994 - ], - [ - 1994, - 2232 - ], - [ - 2232, - 2358 - ], - [ - 2359, - 2688 - ], - [ - 2689, - 2803 - ], - [ - 2803, - 2809 - ], - [ - 2810, - 3067 - ], - [ - 3067, - 3178 - ], - [ - 3178, - 3273 - ], - [ - 3274, - 3303 - ], - [ - 3304, - 3573 - ], - [ - 3574, - 3706 - ], - [ - 3707, - 3881 - ], - [ - 3882, - 3982 - ], - [ - 3983, - 4033 - ], - [ - 4034, - 4038 - ], - [ - 4038, - 4065 - ], - [ - 4065, - 4097 - ], - [ - 4098, - 4150 - ], - [ - 4151, - 4193 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7, - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 9, - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 5, - 6, - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000922913/000094344000000294/0000943440-00-000294.txt" - }, - { - "id": 426, - "file_name": "925544_0000950144-00-010739_ex99-d4.txt", - "text": "PIERCING PAGODA, INC.\n3910 Adler Place\nPost Office Box 25007\nLehigh Valley, Pa 18002\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement, made as of March 28, 2000 (the Effective Date), by and between Piercing Pagoda, Inc., a Delaware corporation (including its affiliates and their respective successors, transferees and permitted assigns, \"PPI\"), and the undersigned (including its affiliates and their respective successors, transferees and permitted assigns, \"Company\") in connection with, our consideration of a possible business transaction (the \"Stated Purpose\") each party may disclose certain of its proprietary and confidential information to the other party in order to facilitate discussion and analyses.\nAs a condition to the furnishing by one party (in such capacity, the \"Disclosing Party\") of such information as the Disclosing Party, in its sole and absolute discretion, may determine to furnish to the other party (in such capacity, the \"Recipient\"), the parties hereto agree to comply with the terms and conditions set forth below.\nNOW, THEREFORE, in consideration of and reliance on the respective representations, warranties and covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:\n1. The Recipient shall take responsible steps to ensure that all Confidential Information of the Disclosing Party is kept confidential; provided, however, that such information may be disclosed to those employees or agents of the Recipient who have a need to know such information, or to such other party as may be agreed to by the Disclosing Party in writing, only if each such employee or party is informed by the Recipient of the confidential and proprietary nature of such information and of the confidentiality undertakings of the Recipient contained herein. The Recipient shall be responsible for any breach of this Agreement by its employees or agents.\n2. As used herein, \"reasonable steps\" means the steps that the Recipient takes to protect its own, similar confidential and proprietary information, which shall not be less than a reasonable standard of care.\n3. As used herein \"Confidential Information\" means all proprietary or confidential information of the Disclosing Party, including but not limited to Confidential Information regarding its products, suppliers, customers, technology, pricing, business plan, activities or know-how, whether disclosed directly or indirectly, in writing (marked as Confidential Information), orally or by drawings or inspection of documents.\n4. However, Confidential Information does not include any of the foregoing items:\n(i) prior to disclosure, is know to the public or becomes so known through no action of Recipient;\n(ii) is required to be disclosed pursuant to applicable laws, rules or regulations or governmental requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order);\n(iii) is already rightfully in the Recipient's possession at the time of disclosure, as evidenced by written records of the Recipient; or\n(iv) is received by the Recipient from another person or entity who is not obligated to the Disclosing party to keep the same confidential.\n5. Neither party shall, without the other party's prior written consent (a) disclose to any person or entity (other than the persons employed by either party who are actively and directly participating in the Stated Purpose) any information about the parties' discussions regarding the Stated Purpose or the terms, conditions or other facts relating thereto including the fact that discussions are taking place with respect thereto or the status thereof, or the fact that the Confidential Information has been made available to either party, except to the extent that such disclosure is required by applicable laws, rules or regulations or government requirement or court order (provided, however, that the Recipient shall promptly advise the Disclosing Party of its notice of any such requirement or order); or (b) use the Confidential Information for any purpose other than the Stated Purpose, without limiting the foregoing, the Recipient shall not trade in the securities of the Disclosing Party while in the possession of Confidential Information relating to the Disclosing Party.\n6. At the request of the Disclosing Party, the Recipient shall promptly return to the Disclosing Party all Confidential Information of the Disclosing Party in whatever medium, including any and all copies thereof. Such return (or, if authorized, destruction of Confidential Information) shall be confirmed in writing by the Recipient to the Disclosing Party.\n7. Each party agrees that it would be impossible or inadequate to measure and calculate the other party's damages from any breach of the covenants set forth in this Agreement. Accordingly, the parties agree that if either party breaches or threatens to breach any of such covenants, the non-breaching party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. The parties further agree that no bond or other security shall be required in obtaining such equitable relief and each party hereby consents to the issuance of such injunction and to the ordering of specific performance.\n8. Each party understands and acknowledges that the Disclosing Party is not making any representation or warranty as to the accuracy or completeness of any Confidential Information furnished by or on behalf of the Disclosing Party (except to the extent and only to such effect as shall be expressly set forth in an executed and delivered definitive agreement between the parties to effect the Stated Purpose (the \"Definitive Agreement\")). Neither the Disclosing Party, its affiliates nor any of their respective officers, directors, employees or agents shall have any liability to the Recipient or any of its Representatives relating to or arising from the use of the Confidential Agreement.\n9. Except as set forth in this Agreement, neither PPI nor Company shall have any liability or obligation of any nature whatsoever to the other party, nor any obligation to enter into a Definitive Agreement, negotiate to enter into a Definitive Agreement, or refrain from negotiating similar agreements with other parties.\n10. It is further understood and agreed that this Agreement may not be amended except by an instrument signed by the party against whom enforcement is sought. This Agreement shall be governed by an interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of law provisions. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of PPI and Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, but all of which together shall constitute but one and the same instrument.\n11. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed effected as of the date first above written.\nPIERCING PAGODA, INC. ZALE CORPORATION\nBy: /s/ John Eureyecko By: /s/ Alan P. Shor\n----------------------------- ----------------------------------\nName: John Eureyecko Name: Alan P. 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In consideration of our furnishing you with the Evaluation Materials (as defined below) you agree as follows:\nCONFIDENTIALITY OF EVALUATION MATERIALS\nYou will treat confidentially any information (whether written or oral) that either we or our financial advisor, CREDIT SUISSE FIRST BOSTON CORPORATION (\"CSFB\"), or our other representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives (as defined below) which contain or otherwise reflect such information or your review of, or interest in the Company (collectively, the \"Evaluation Materials\"). You recognize and acknowledge the competitive value of the Evaluation Materials and the damage that could result to the Company if the Evaluation Materials were used or disclosed except as authorized by this Agreement.\nThe term \"Evaluation Materials\" includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection,and regardless of whether such information is specifically identified as \"confidential.\" The term \"Evaluation Materials\" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives, (ii) was or becomes available to you on a non-confidential BASIS from a source other than the Company or its representatives, provided that such source is not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or (iii) is independently developed by you.\nUSE OF EVALUATION MATERIALS\nYou will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction. You and your representatives will keep the Evaluation Materials completely confidential; PROVIDED, HOWEVER, that (i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, \"your representatives\") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree, to treat such information confidentially in accordance with this Agreement) and (ii) any other disclosure of such information may only be made if the Company consents by writing prior to any such disclosure. Without limiting the generosity of the foregoing, in the event that a Possible Transaction is not consummated neither you nor your representatives shall use any of the Evaluation Materials for any purpose. You will be responsible for any breach of this Agreement by your representatives.\nIn the event that you or any of your representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives as the case may be, agree to (i) immediately notify the Company of the existence terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist, or narrow such request and (iii) assist the Company in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your representatives, as the case may be, may disclose to any tribunal only that portion of the Evaluation Materials which you are advised by counsel is legally required to be disclosed, and shall exercise your best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Materials and (ii) you shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by you or your representatives not permitted by this Agreement.\nNON-DISCLOSURES\nThe disclosure of your possible interest in purchasing the Company could have a material adverse effect on the Company's business if for any reason an agreement of purchase and sale is not consummated. Accordingly, unless required by applicable law, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. The term \"person\" as used in this letter shall be broadly interpreted to include, without limitation, any corporation, the Company, governmental agency or body, stock exchange, partnership, association or individual.\nRETURN OF DOCUMENTS\nUpon the Company's request, you shall promptly deliver to the Company or destroy all written Evaluation Materials and any other written materials without retaining, in whole or in part, any copies, extracts or other reproductions (whatever the form or storage medium) of such material, and shall certify the destruction of such materials in writing to the Company.\nNO UNAUTHORIZED CONTACT OR SOLICITATION\nDuring the course of your evaluation, all inquiries and other communications are to be made directly to CSFB or employees or representatives of the Company specified by CSFB. Accordingly, you agree not to directly or indirectly contact or communicate with any executive or other employee of the Company concerning is Possible Transaction, or to seek any information in connection therewith from such person, without the express consent of CSFB. You also agree not to discuss with or offer to any third party an equity participation in a Possible Transaction or any other form of joint acquisition by you and such third party without CSFB's prior written consent.\nWithout the Company's prior consent, neither your or anybody acting on your behalf shall directly or indirectly for a period of two years from the date hereof (a) induce or encourage any employee of Zeigler to leave employment with Zeigler or (b) employ or hire the services of any executive, managerial, supervisory, technical, or geological employee, of Zeigler, provided that you shall not be prohibited by clause (b) above from employing or hiring the services of any person who has to be an employee of Zeigler for a period of at least 180 days prior to any direct or indirect communication of any kind between such person and you relating to possible or actual employment of such Person or hiring such Person's services.\nSTANDSTILL\nYou agree that until two years from the date of this Agreement, you will not without the prior approval of the Board of Directors (I) acquire or make any proposal to acquire any securities or property of the Company, (ii) propose to enter into any merger or business combination involving the Company or purchase a material portion of the assets of the Company, (iii) make or participate in any Of to vote, or seek to advise or influence any person with respect to the voting of any securities of the Company, (iv) form, join or participate in a \"group\" (within the meaning of Section 13( )( ) of the Securities Exchange Act of 1834) with respect to any voting securities of the Company, (v) otherwise act or seek to control or influence the management Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) take any action which might require the Company to make a public announcement regarding the possibility of a business combination or merger. Except as provided above, you also agree during such period not to request the Company (or its directors, officers, employees, agents or representatives) to amend or waive any provision of this paragraph.\nNO REPRESENTATION OR WARRANTY\nAlthough the Company and CSFB have endeavored to included in the Evaluation Materials Information known to them which they believe to be relevant for the purpose of your investigation, you acknowledge and agree that non of the Company, CSFB or any of the Company's other representatives or agents is making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Evaluation Materials, and riches of the Company, CSFB or any of the Company's other representatives or agents, nor any of their respective officers, directors, employees, representatives, stockholders, owners, affiliates, advisors or agents, will have any liability to you of any other person resulting from the use of Evaluation Materials by you or any other person resulting from the use of Evaluation Materials by you or any of your representatives. Only those representatives or warranties that are made to a purchaser in a definitive sale agreement for the Company (\"Sale Agreement\") when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Sale Agreement, will have any legal effect.\nYou also acknowledge and agree that no contract or agreement providing for the sale of the Company shall be deemed to exist between you and the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereof, and you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with the sale of the Company unless and until a Sale Agreement has been executed and delivered by you and each of the other parties thereto. You also agree that unless and until a Sale Agreement between the Company and you with respect to the acquisition of the Company has been executed and delivered by you and each of the other parties thereto, there shall not be any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this Agreement, the term \"Sale Agreement\" does not include an executed letter of or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you.\nYou further understand and agree that (I) the Company and CSFB shall be free to conduct the process for the Company's sale as they in their sole discretion shall determine (including, without limitation, negotiating with any of the prospective buyers and entering into a Sale Agreement without prior notice to you or to any other person). (ii) Any procedures relating to such sale may be changed at any time without notice to you or any other person and (iii) you shall not have any claims whatsoever against the Company, CSFB or any of their respective directors, officers, employees, stockholders, owners, affiliates, agents or representatives arising out of or relating to the sale of the Company (either than those as against the parties to a Sale Agreement with you in accordance with the terms thereof).\nLEGAL REMEDY\nYou understand and agree that money damages would not be a sufficient remedy for any breach of this Agreement by you or your representatives and that the Company will be entitled to specific performance and injunctive relief as remedies for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by you or your representatives but shall be in addition to all other remedies available at law or equity.\nOTHER\nThis Agreement constitutes the entire agreement between the parties hereto regarding the subject matter hereof. This Agreement may be changed only by a written agreement signed by the parties herein or their authorized representatives.\nThis Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof.\nIf you are in agreement with the foregoing, please sign and return one copy of this letter, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter of this letter.\nVery truly yours,\nZEIGLER GOAL HOLDING COMPANY\nBy CREDIT SUISSE FIRST BOSTON CORPORATION, solely as the Company's representative\nBy: Illegible\n-------------------------------------------\nName:\nTitle:\nAccepted and agreed to as of my date hereof:\nADDINGTON ENTERPRISES INC.\nBy: /s/ Stephen Addington\nName: Stephen Addington\n", - "spans": [ - [ - 0, - 19 - ], - [ - 20, - 47 - ], - [ - 48, - 53 - ], - [ - 53, - 71 - ], - [ - 72, - 89 - ], - [ - 90, - 103 - ], - [ - 104, - 123 - ], - [ - 124, - 487 - ], - [ - 487, - 596 - ], - [ - 597, - 636 - ], - [ - 637, - 1178 - ], - [ - 1178, - 1396 - ], - [ - 1397, - 1641 - ], - [ - 1641, - 1708 - ], - [ - 1708, - 1831 - ], - [ - 1831, - 2131 - ], - [ - 2131, - 2171 - ], - [ - 2172, - 2199 - ], - [ - 2200, - 2336 - ], - [ - 2336, - 2449 - ], - [ - 2449, - 3085 - ], - [ - 3085, - 3213 - ], - [ - 3213, - 3419 - ], - [ - 3419, - 3500 - ], - [ - 3501, - 3813 - ], - [ - 3813, - 3917 - ], - [ - 3917, - 4039 - ], - [ - 4039, - 4123 - ], - [ - 4123, - 4261 - ], - [ - 4261, - 4591 - ], - [ - 4591, - 4795 - ], - [ - 4796, - 4811 - ], - [ - 4812, - 5014 - ], - [ - 5014, - 5513 - ], - [ - 5513, - 5729 - ], - [ - 5730, - 5749 - ], - [ - 5750, - 6114 - ], - [ - 6115, - 6154 - ], - [ - 6155, - 6330 - ], - [ - 6330, - 6600 - ], - [ - 6600, - 6817 - ], - [ - 6818, - 6977 - ], - [ - 6977, - 7061 - ], - [ - 7061, - 7235 - ], - [ - 7235, - 7544 - ], - [ - 7545, - 7555 - ], - [ - 7556, - 7686 - ], - [ - 7686, - 7773 - ], - [ - 7773, - 7918 - ], - [ - 7918, - 8066 - ], - [ - 8066, - 8184 - ], - [ - 8184, - 8244 - ], - [ - 8244, - 8356 - ], - [ - 8356, - 8440 - ], - [ - 8440, - 8587 - ], - [ - 8587, - 8791 - ], - [ - 8792, - 8821 - ], - [ - 8822, - 9678 - ], - [ - 9678, - 9967 - ], - [ - 9968, - 10484 - ], - [ - 10484, - 10978 - ], - [ - 10978, - 11185 - ], - [ - 11186, - 11224 - ], - [ - 11224, - 11525 - ], - [ - 11525, - 11640 - ], - [ - 11640, - 11995 - ], - [ - 11996, - 12008 - ], - [ - 12009, - 12267 - ], - [ - 12267, - 12466 - ], - [ - 12467, - 12472 - ], - [ - 12473, - 12585 - ], - [ - 12585, - 12708 - ], - [ - 12709, - 12868 - ], - [ - 12869, - 13093 - ], - [ - 13094, - 13111 - ], - [ - 13112, - 13140 - ], - [ - 13141, - 13222 - ], - [ - 13223, - 13236 - ], - [ - 13237, - 13280 - ], - [ - 13281, - 13286 - ], - [ - 13287, - 13293 - ], - [ - 13294, - 13338 - ], - [ - 13339, - 13365 - ], - [ - 13366, - 13391 - ], - [ - 13392, - 13415 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 41, - 43, - 44 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 24, - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000925942/000104746998029396/0001047469-98-029396.txt" - }, - { - "id": 428, - "file_name": "930796_0000950123-05-001407_y05539exv99w5.txt", - "text": "CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT\nTHIS CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (this \"Agreement\") is made as of this 24th day of September, 2004 by and among JD Holdings, LLC (\"Originator\") and GIC Real Estate, Inc. (\"Participant\").\nWHEREAS, Originator is considering entering into a transaction with the entity set forth on Exhibit I attached hereto (\"Target\") (whether structured as a purchase of assets, a purchase of securities, a merger, consolidation, combination, recapitalization, refinancing, restructuring, reorganization or otherwise, a \"Transaction\"); and\nParticipant may participate with Originator in the due diligence review and negotiations regarding the Transaction and in the consummation of the Transaction, in each case on such terms and in such capacity as may be mutually agreeable to Originator and Participant (the \"Participation\");\nWHEREAS, Originator or its Representative may execute a confidentiality agreement with Target (a \"Confidentiality Agreement\") pursuant to which Originator may agree to maintain the confidentiality of certain information and to refrain from certain activities in respect of Target's employees, and including for purposes herein, without limitation, all financial analysis and models relating to various post-Transaction structures and including all information and materials in respect of Originator which would constitute confidential information if Originator were substituted for Target throughout the Confidentiality Agreement and Participant were substituted for Originator) (such information referred to herein as \"Evaluation Material\"); and\nWHEREAS, in connection with the Participation, Participant may have access to the Evaluation Material.\nNOW, THEREFORE, for good and valuable consideration (including, without limitation, Originator's making available the Evaluation Material to Participant and Originator's engaging in discussions with Participant regarding the Participation), the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:\n1. The term \"Representatives\" means each party's affiliates and such party's and its affiliates' directors, officers, partners, employees, agents and advisors (including, without limitation, financial advisors, legal counsel and accountants), and the term \"person\" shall include any corporation, company, partnership, limited liability company, trust, governmental entity or individual.\n2. (a) Participant agrees that Participant will (i) use the Evaluation Material solely for the purposes of the Participation, (ii) not, directly or indirectly, use, disseminate, disclose, discuss or reveal any Evaluation Material, and (iii) otherwise treat and maintain in full confidence all Evaluation Material.\n(b) Participant agrees that Participant will not disclose to any person (including other possible bidders for Target and employees, customers and suppliers of Target) that the Evaluation Material has been made available to Participant, that Participant has inspected any portion thereof, the fact that Originator is considering a possible Transaction, that discussions are or may take place regarding a possible Transaction, that Originator and Participant are considering or discussing Participant's possible participation in a Transaction, or any other information regarding a possible Transaction, including the status thereof.\n(c) Neither Participant nor its Representatives shall initiate any communications with any Representative of Target concerning the Evaluation Material without Originator's prior written consent.\n(d) \"Evaluation Material\" shall not include any information which Participant can demonstrate (i) was or becomes generally available to the public other than as a result of a disclosure by Participant or its Representatives, or (ii) was or becomes available to Participant or its Representatives on a nonconfidential basis from a source other than Originator or its Representatives or Target or its representatives (provided that such source is not known by participant to be bound by a confidentiality obligation or fiduciary obligation prohibiting or otherwise restricting the disclosure of such information) or (iii) is required by law, legal process or any applicable government agency or court or other tribunal of competent jurisdiction to be disclosed.\n(e) The foregoing restrictions shall not apply to disclosures by Participant to its Representatives to whom disclosure is required in order to permit Participant to evaluate its participation in a possible Transaction and to whom disclosure is made for the purposes of such evaluation; provided that prior to making any such disclosure, Participant shall apprise its Representatives of the confidential nature of such matters and the obligations of Participant hereunder. Participant shall in any event be liable to Originator for any actions by such persons which would constitute a breach of this Agreement if taken by Participant.\n(f) In the event that Participant or any Representative of Participant is requested or becomes legally compelled (by oral questions, interrogatories; requests for information or documents, subpoena, civil investigative demands or similar process) to disclose any of the Evaluation Material or take any other action prohibited by this Agreement, Participant shall, to the extent practicable, provide Originator with prompt written notice thereof (in reasonable detail) so that Originator may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Participant shall furnish only that portion of the Evaluation Material or take only such action as is legally required by law or binding order.\n3. In the event that a Transaction is not consummated and upon originator's written request, or otherwise upon Originator's written request, all Evaluation Material supplied by Originator, Target or their respective Representatives (and all copies, extracts or other reproductions in whole or in part thereof, whether prepared by Originator or any of its Representatives or any other person) shall be returned to Originator or, with the Originator's written permission, destroyed and not retained by Participant or its Representatives in any form or for any reason except as required by law or regulations. This provision applies to all documents, memoranda, notes, computer programs and data bases and other writings whatsoever prepared by Participant or its Representatives based on, containing or otherwise reflecting the Evaluation Material.\n4. To the extent the Evaluation Material includes or otherwise involves intellectual property, technical data, technology, processes, applications for patents, trade secrets or know-how, disclosure thereof to Participant or its Representatives by or on behalf of Originator, Target or any of their respective Representatives shall not be construed as the grant of any license or of any right to use the same, except for the sole purpose of evaluating and completing a potential Transaction.\n5. Participant hereby covenants and agrees that for a period of eighteen months following the date hereof, it shall not, without the prior written consent of Originator (which will not be unreasonably withheld) directly or indirectly:\n(a) enter into negotiations, provide advice, provide any form of financial assistance (including, without limitation, debt or equity investments) or otherwise encourage, facilitate or consummate any transaction involving Target (whether structured as an investment, a purchase or assets, a purchase of debt or equity interests (including, without limitation, options, warrants or other securities or instruments convertible into or exercisable or exchangeable for debt or equity interests or equity appreciation rights, phantom equity or similar instruments or rights containing equity-like features), a merger, consolidation, combination, recapitalization, refinancing, restructuring, reorganization or otherwise) without the prior express written consent of Originator; or\n(b) initiate discussions with respect to the prospective employment of, or hire for employment, any employees of Target or any subsidiary thereof.\n6. Participant acknowledges and agrees that neither Originator nor any Representative of Originator makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. Any representations or warranties with respect to Originator, Target or otherwise made in connection with the consummation of a potential Transaction shall be contained only in a definitive agreement, if any, to which Participant and Originator are parties. Originator and its Representatives expect that Participant shall conduct its own independent investigation and analysis of Target and a potential Transaction, and you agree that neither Originator nor any of its Representatives shall have any liability to Participant or its Representatives resulting from the use of the Evaluation Material supplied by Originator, Target or any of its Representatives.\n7. Nothing herein shall be deemed to obligate Participant to enter into any transaction or arrangement with Originator or Target, and Originator shall be entitled to terminate the Participation and to demand the return or destruction of all Evaluation Materials by Participant at any time without limiting Participant's obligations hereunder.\n8. Participant acknowledges and affirms that money damages would not be a sufficient remedy for any breach of this Agreement by it and that Originator shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that Participant has breached this Agreement, then Participant shall be liable for and shall pay to Originator the reasonable legal fees and expenses and court costs incurred by Originator in connection with any such litigation, including any appeal therefrom.\n9. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be deemed affected, impaired or invalidated.\n10. This Agreement may not be amended or waived, in whole or in part, except with the written consent of Originator and Participant. It is understood and agreed that no failure or delay by Originator in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege.\n11. This Agreement shall be governed by and construed in accordance with the internal laws of New York State.\n12. The language used herein shall be deemed to be the language mutually chosen by the parties hereto to express their intent and understanding, and no doctrine of construction shall be applied against either party.\n13. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to constitute one fully-executed Agreement.\n14. This agreement shall expire upon the earlier of the date the Transaction is consummated or eighteen months from the date hereof.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.\nOriginator:\nJD Holdings, LLC\nBy: /s/ Jonathan D. Eilian\n-------------------------\nIts: Managing Member\nParticipant:\nGIC Real Estate, Inc.\nBy: /s/ Howard Margolis\nIts:\nExhibit I\nName of Entity\nJohn Q. 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W I T N E S S E T H:\nWHEREAS, Selling Shareholder owns _____________________ percentage of all the issued and outstanding shares of stock of Step Ahead Investments, Inc., a California corporation (\"SAI\"); and\nWHEREAS, concurrently herewith and pursuant to the Merger Agreement dated July 22, 1998, (\"Merger Agreement\"), Sub will be merged with and into SAI with SAI as the surviving corporation (the \"Merger\").\nWHEREAS, concurrently herewith and pursuant to the Merger Agreement, all of the issued and outstanding stock of SAI will be converted into shares of common stock of Parent.\nWHEREAS, Selling Shareholder acknowledges that (i) SAI directly or indirectly operates stores, offices and distribution facilities under the name Step Ahead Investments and the tradenames \"98CENTS Clearance Center\" and \"Clearance 98CENTS Centers\" engaged in the retail and wholesale distribution of variety merchandise (the \"Business\"); (ii) the Business is conducted in the United States; (iii) the operation of the Business by SAI has given Selling Shareholder access to trade secrets of and confidential information relating to, the Business; and\nWHEREAS, the parties hereto agree that Selling Shareholder and Selling Shareholder's affiliates shall not compete (as described herein) with Dollar Tree for a certain period of time subsequent to the Effective Time as defined in the Merger Agreement in accordance with the terms and conditions set forth herein; and\nWHEREAS, as a fundamental condition to the consummation of the Merger, the Selling Shareholder has agreed to enter into this Agreement, which is designed to ensure Dollar Tree receives the value of the Merger; and\nWHEREAS, Selling Shareholder further acknowledges Dollar Tree may suffer irreparable damage should Selling Shareholder breach this Agreement.\nNOW, THEREFORE, in consideration of good and valuable consideration described above and the covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged by Selling Shareholder, and for the grant of [___________] options to purchase the stock of Parent pursuant to the terms of a separate option agreement, it is agreed as follows:\n1. NON-COMPETITION COVENANT.\nThe Selling Shareholder acknowledges (i) as an [director,] officer and principal shareholder of SAI, he has been instrumental in the Business of SAI and its success and (ii) has been privy to and had access to the offices, personnel, technology, confidential and proprietary information of SAI.\n1.1 Selling Shareholder agrees, during the period ending five years from the Effective Time (\"Restricted Period\"), neither Selling Shareholder nor any affiliate of Selling Shareholder shall conduct any of the following activities described in Sections 1.1.1, 1.1.2, and 1.1.3:\n1.1.1 engage in Restricted Activities within the Restricted Area (as defined below); or\n1.1.2 operate or promote within the Restricted Area a store using (or at least a 500 square foot area within a store dedicated to) a single price point retail concept selling goods at a single price point at or below $2.00; or\n1.1.3 operate any variety, clearance, or close-out retail store in the same shopping center as any retail location of SAI existing as of the Effective Time or, in the case of an existing store of SAI not in a\nshopping center, within one-quarter mile of such retail location. 1.2 Selling Shareholder agrees that, at no time after the Effective Time for so long as Dollar Tree or its successors carry on the Business, shall Selling Shareholder or Selling Shareholder's Affiliates operate any business (a) under the names or names similar to \"98 CENTS Clearance Center,\" \"Clearance 98 CENTS Centers,\" \"Everything 98 CENTS ... or less,\" or \"Step Ahead Investments\"; (b) advertise or promote outside or within a store using the terms, or terms similar to \"Everything 98 CENTS,\" 98 CENTS Clearance Centers,\" and \"Clearance 98 CENTS Centers\"; or (c) under any name containing the words \"98 CENTS,\" \"Tree,\" or \"Super Dollar,\" including their plurals. 1.3 As used in this Agreement, the following terms have the following meanings:\n1.3.1 a. While Selling Shareholder is a resident of California, \"Restricted Area\" shall mean all counties and cities in the States of California and Nevada in which SAI, as of the Effective Time, carries on the Business. The covenant not to compete in the Restricted Area shall be construed as a series of separate covenants with regard to such city or county in the States of California and in Nevada.\nb. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency \"Restricted Area\" shall mean each state in which either Dollar Tree or SAI, as of the Effective Time, has a store or otherwise carries on the Business. The covenant not to compete in the Restricted Area shall be viewed as a series of separate covenants with regard to each state where either Dollar Tree or SAI carries on the Business.\n1.3.2 \"Restricted Activities\" means the operation of (i) a wholesale merchandise business that supplies stores of the type described in clause (ii) hereof, or (ii) any store engaged in the retail sale of goods (e.g., toys, health and beauty aids, food, books, party goods, stationery, hardware, housewares, jewelry, hair products, crafts, pet supplies, etc.) where at least eighty percent (80%) of such goods are sold at or below $2.00.\n1.3.3 A \"shopping center\" means a group of at least six (6) retail shops organized in a strip or mall configuration (but not necessarily in attached or adjacent buildings) sharing common parking areas and having the same landlord or leasing agent.\n1.4 Selling Shareholder agrees that the restrictions in Section 1 are reasonable and necessary to protect the value of Dollar Tree, including the good will associated therewith, and do not unduly restrict Selling Shareholder's ability to earn a livelihood.\n2. NO SOLICITATION AND NO HIRE OF EMPLOYEES. Unless the parties hereto otherwise agree, Selling Shareholder agrees that from July 22, 1998 until the end of the Restricted Period, Selling Shareholder has not and shall not, directly or indirectly, hire or attempt to hire any employee of Dollar Tree or SAI, or solicit, induce, or attempt to solicit or induce (other than through newspaper classified advertisements) any employee of Dollar Tree or SAI to leave his or her job for any reason whatsoever without the written consent of Dollar Tree. For purposes of this paragraph, an \"employee\" shall mean, as of any given date, anyone who has been an employee of Dollar Tree or SAI or any affiliate at any time during the four (4) month period prior to such date.\n3. RETURN OF PROPERTY. All property, materials, memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of SAI or its affiliates relating to or useful in the operation of the Business, are and shall be SAI's property (\"Property\") and all such Property that is confidential or that SAI does not have copies of shall be delivered to SAI at or prior to the Effective Time; provided, however, Selling Shareholder shall be allowed to retain copies of such Property necessary for Selling Shareholder to prepare, compute or support Selling Shareholder's tax returns or tax liabilities.\n4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Selling Shareholder shall not, without the prior written approval of Dollar Tree, at any time copy, reproduce, disclose or divulge to any third party, use or permit others to use any confidential information of SAI or Dollar Tree (including financial information, sources of supplies and materials, prospective and existing expansion programs, joint ventures and affiliate agreements, business systems and marketing methods, and all business affairs). During the Restricted Period, Selling Shareholder shall keep secret and retain in strictest confidence, and shall not use for the benefit of Selling Shareholder, Selling Shareholder's affiliate, or others, all confidential matters of the Business or of Dollar Tree, including trade secrets, details of supplier contracts, lease provisions and terms, operational methods and marketing plans or strategies. Notwithstanding the foregoing, nothing herein contained shall preclude Selling Shareholder from using the confidential information described in this Section 4 in the operation of or in the leasing of any real property or the operation of any business in connection with a business not coming within the definition of Restricted Activities or for other personal use, so long as such use does not conflict with any provision of this Agreement. This Section 4 shall not apply if (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information is or becomes publicly available through no fault of Selling Shareholder or Selling Shareholder's Affiliates, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the closing under the Merger Agreement, or (c) the furnishing or use of such information is required by legal proceedings.\n5. COOPERATION. Selling Shareholder agrees to cooperate in any reasonable manner with any reasonable requests by Dollar Tree from time to time to verify compliance with the provisions of this Agreement, provided, however, Dollar Tree shall reimburse Selling Shareholder for Selling Shareholder's reasonable out-of-pocket costs in complying with such request.\n6. AFFILIATES.\n6.1. Selling Shareholder agrees that the restrictions contained in Sections 1, 2, 3, and 4 above shall apply to any direct or indirect activities of Selling Shareholder whether conducted as (i) an individual, (ii) a partner (limited or otherwise) or joint venturer with any other person or entity, (iii) an employee, agent or representative of any other person or entity, (iv) as an officer, director or shareholder of any corporation (other than the ownership of less than 5% of the interests in a publicly traded entity), or (v) as a member or manager of any limited liability company (other than the ownership of less than 5% of the interests in a publicly traded entity).\n6.2. As used herein, the term \"affiliate\" with respect to any person shall mean any person or entity which controls such person, which that person controls, or which is under common control with that person. In the case of Selling Shareholder, the term \"affiliate\" shall include the spouse, sibling, or lineal descendant or ancestor of Selling Shareholder, a trust for the benefit of any of the preceding, or any corporation, partnership, joint venture, or other entity which the Selling Shareholder, the spouse, sibling, or lineal descendant or ancestor of Selling Shareholder, or a trust for the benefit of any of the preceding, controls. For purposes of the preceding sentences, the term \"control\" means the power, direct or indirect through one or more intermediaries, to direct or cause to the direction of the management and policies of a person or entity through voting securities, contract, or otherwise.\n7. INJUNCTION; REMEDIES. The Selling Shareholder acknowledges that Dollar Tree shall have no adequate remedy at law and that irreparable injury may result to Dollar Tree in the event Selling Shareholder violates or breaches any of the above agreements, covenants, or restrictions. Therefore, it is hereby agreed that upon any breach of any of the above covenants, agreements, or restrictions, Dollar Tree shall be entitled, in addition to any other remedies available, to an injunction to restrain the violation or breach of any of the terms of such covenants, agreements, or restrictions by Selling Shareholder, and that no bond shall be required in procuring any such injunction. In addition, if any party files suit to enforce its rights under this Agreement and prevails, the other party agrees to reimburse the prevailing party for all reasonable costs and fees, including any reasonable attorney's fees the prevailing party incurs. The court shall determine who is the prevailing party for purposes of the preceding sentence. The foregoing remedies for breach of this Agreement are cumulative and not exclusive of any other remedies Dollar Tree may have at law or in equity in the event of breach.\n8. ENFORCEABILITY.\n8.1 Selling Shareholder has examined this Agreement in detail, understands the nature of the burdens imposed by this Agreement, and is entering into this Agreement on Selling Shareholder's own volition. Selling Shareholder has been encouraged by Dollar Tree to have this Agreement reviewed by Selling Shareholder's independent legal counsel and has had adequate opportunity to do so. Selling Shareholder agrees that the restrictions, covenants and agreements contained in this Agreement are (i) reasonable in all respects (including, without limitation, geographic area and duration), (ii) necessary to protect the value of Dollar Tree, and (iii) are not unduly harsh upon Selling Shareholder's ability to earn a livelihood. Selling Shareholder represents that upon careful review, Selling Shareholder knows of no reason why any agreement, covenant, or restriction contained in this Agreement is not reasonable and enforceable.\n8.2 If any provision of this Agreement shall be found by any arbitration panel or court of competent jurisdiction to be invalid or unenforceable, such provision shall be replaced by such panel or court by a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision and, as modified, shall be enforced as any other provision hereof, all other provisions continuing in full force and effect to the maximum extent possible. The enforceability of the remaining provisions shall not in any way be affected or impaired thereby.\n9. NON-DISPARAGEMENT. From and after the execution of this Agreement, the Selling Shareholder shall not make any material public statement, representation or communication of any sort, whether oral, in writing, or by any other medium, which disparages Dollar Tree, its directors, officers, shareholders, partners, employees, products, services or financial condition.\n10. NO DEFENSE. The existence of any claim or cause of action of the Selling Shareholder against Dollar Tree, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Dollar Tree of the restrictions, covenants and agreements contained herein.\n11. AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement of Selling Shareholder and Dollar Tree at any time.\n12. WAIVER OF COMPLIANCE; CONSENTS. Any failure of the Selling Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived only by a writing signed by Dollar Tree only and such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.\n13. NOTICES. All claims, notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given or made (i) upon receipt when delivered by hand or sent by overnight delivery by a nationally recognized private courier, (ii) upon receipt for notices delivered by facsimile or (iii) three (3) business days after being mailed, first class, certified mail, return receipt requested, with postage prepaid:\n13.1 If to the Selling Shareholder, to:\n[Insert address]\nwith a required copy to:\nLatham & Watkins\n505 Montgomery Street, Suite 1900\nSan Francisco, California 94111\nAttention: Tracy Edmonson, Esquire\nTelecopier: 415-395-8095\nor to such other person or address as any of the Selling Shareholder shall furnish to Dollar Tree.\n13.2 If to Dollar Tree to:\nDollar Tree Stores, Inc.\n500 Volvo Parkway\nChesapeake, Virginia 23320\nAttention: Mr. H. Ray Compton\nTelecopier: 757-321-5111\nin each case with a required copy to:\nWilliam A. Old, Jr., Esquire\nHofheimer Nusbaum, P.C.\n1700 Dominion Tower\n999 Waterside Drive\nNorfolk, Virginia 23510\nTelecopier: 757-629-0660\nor to such other person or address as Dollar Tree shall furnish to the Selling Shareholder.\n14. ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and any subsidiaries of Dollar Tree and their respective heirs, successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.\n15. GOVERNING LAW. While Selling Shareholder is a resident of California, the Agreement shall be governed by the internal laws of the State of California, and the Courts of the State of California and the United States District Court for the Eastern District of California shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement. If Selling Shareholder ceases to be a resident of California, immediately upon Selling Shareholder's change of residency, this Agreement shall be governed by the internal laws of the Commonwealth of Virginia, and the Circuit Court of the City of Norfolk and the United States District Court, Eastern District of Virginia, Norfolk Division, shall be the exclusive courts of jurisdiction and venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, in connection with, or by reason of this Agreement. The parties hereby consent to the jurisdiction of such courts.\n16. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dollar Tree and Selling Shareholder agree that at least two (2) completely executed counterparts of this Agreement shall be delivered to Dollar Tree and at least two (2) completely executed counterparts of this Agreement shall be delivered to Selling Shareholder.\n17. HEADINGS. The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.\n18. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties.\n19. CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The word \"including\" shall mean including without limitation.\n20. RIGHTS OF THIRD PARTIES. Nothing in this Agreement shall be construed as giving any person, firm, corporation, or other entity, other than the parties who are signatory hereto and their respective successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof.\nIN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement under their hand and seal as of the date first hereinabove set forth.\n------------------------------\n[Name]\nSelling Shareholder\nDOLLAR TREE STORES, INC.\nBy\n-------------------------\nName:\nTitle:\nDOLLAR TREE WEST, INC.\nBy\n-------------------------\nName:\nTitle:\nState of\nCity/County of\nThe foregoing instrument was acknowledged before me this ___ day of ___________, 1998, by ______________________________ as Selling Shareholder.\n-------------------------------------\nNotary Public\nMy commission expires:\nCommonwealth of Virginia\nCity of\nThe foregoing instrument was acknowledged before me this ___ day of ____________, 1998, by ________________________ as the ___________________ of Dollar Tree Stores, Inc., a Virginia corporation, on behalf of such corporation, and as the ___________________ of Dollar Tree West, Inc., a California corporation, on behalf of such corporation.\n--------------------------------------\nNotary Public\nMy commission expires:\n--------------------\n", - 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(\"PREMISYS\") and Zhone Corporation (\"RECIPIENT\").\nThe parties desire to pursue certain business discussions solely for the purpose (the \"BUSINESS PURPOSE\") of evaluating a possible business transaction between themselves, including discussions regarding (i) the strategic importance and value of Premisys or any of its products or technology to Recipient's business, and (ii) the possible structures of any business transaction between Premisys and Recipient. In connection with such discussions, Premisys may elect to make available and disclose to Recipient certain of its confidential information solely for the Business Purpose.\nAccordingly, in consideration of the disclosure of any such confidential information by Premisys to Recipient, and the mutual agreements of the parties set forth in this Agreement, and in order to facilitate the evaluation of the possible business transaction described above, the parties agree as follows:\n1. DEFINITION OF \"CONFIDENTIAL INFORMATION. As used in this Agreement, \"CONFIDENTIAL INFORMATION\" means all information disclosed by Premisys or its agents to Recipient (or to Recipient's attorneys, accountants or other professional advisors, collectively, its \"REPRESENTATIVES\") in connection with the Business Purpose, including without limitation, information regarding Premisys' products, computer software, technology, agreements, customers, suppliers, financial condition, business plans or strategies and also includes all information contained in any notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished by Premisys or its agents; PROVIDED, HOWEVER, that Confidential Information will NOT include information that:\n(a) is as of the Effective Date, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or readily ascertainable through proper means to persons knowledgeable in the relevant industry;\n(b) was acquired by Recipient by proper means without restriction as to use or disclosure BEFORE receiving such information from Premisys;\n(c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; or\n(d) was independently developed by Recipient without use of Premisys' Confidential Information.\n2. RESTRICTIONS ON USE AND DISCLOSURE. Recipient agrees: (a) to hold Premisys' Confidential Information in strict confidence; (b) not to disclose such Confidential Information to any third parties (other than on a confidential basis to its Representatives in furtherance of the Business Purpose); and (c) not to use any Confidential Information for any purpose except for the Business Purpose. Recipient may disclose Premisys' Confidential Information to its employees with a bona fide need to know, but only to the extent reasonably necessary to carry out the Business Purpose. Recipient agrees to instruct all such employees that they may not use such Confidential Information for any purpose other than the Business Purpose and (except as permitted by the terms of this Agreement) not to disclose such Confidential Information to third parties, including consultants, without the prior written consent of Premisys.\n3. NON-DISCLOSURE OF TRANSACTION. Recipient will not, without the prior written consent of Premisys, disclose to any third party (except as permitted by the terms of this Agreement) the fact that any Confidential Information has been disclosed hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof); PROVIDED, HOWEVER, that Recipient (and its Representatives) may make such disclosure if, in the reasonable opinion of counsel for such party, such disclosure is required by law, regulation or any stock exchange or the Nasdaq National Market.\n4. REQUIRED DISCLOSURE. In the event that Recipient or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information of Premisys, Recipient shall provide Premisys with prompt written notice of any such request or requirement so that Premisys may seek a protective order, confidential treatment or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order, confidential treatment or other remedy or the receipt of a waiver by Premisys, Recipient or its Representatives are requested or required to make the disclosure and, in the reasonable opinion of legal counsel for Recipient, legally compelled to disclose Premisys' Confidential Information to any court, tribunal or agency or else stand liable for contempt or suffer other censure or penalty, Recipient or its Representatives may, without liability hereunder, disclose to such tribunal or agency only that portion of Premisys' Confidential Information which such counsel advises is legally required to be disclosed, provided that Recipient and its Representative exercise their best efforts to preserve the confidentiality of Premisys' Confidential Information, including, without limitation, by cooperating with Premisys to obtain an appropriate protective order or other assurance that confidential treatment will be accorded Premisys' Confidential Information by such tribunal or agency.\n5. RETURN/DESTRUCTION OF CONFIDENTIAL INFORMATION. Premisys may, at any time, deliver written notice (a \"TERMINATION NOTICE\") to Recipient of Premisys' election to have all tangible materials (including without limitation paper and magnetic storage media) in the possession of Recipient (or its Representatives) which contain, reflect, are based upon or derived from, in whole or in part, any of Premisys' Confidential Information (\"CONFIDENTIAL MATERIALS\") either returned to Premisys or, at Premisys' election, destroyed. Upon receipt of a Termination Notice, Recipient shall, within twenty (20) calendar days, either: (i) return the Confidential Materials in its possession to Premisys and instruct its Representatives to do the same; (ii) destroy the Confidential Materials in a secure manner and instruct its Representatives to do the same; or (iii) at Premisys' election, take any combination of steps (i) and (ii). Prior to the expiration of the foregoing twenty (20) period, Recipient shall certify in writing to Premisys that it has complied with its obligations under this Section 5 (a \"COMPLIANCE CERTIFICATE\"). Notwithstanding the provisions of this Section 5, if Recipient receives a Termination Notice, it shall not be required to return or destroy Confidential Materials to the extent that, in the reasonable opinion of legal counsel for such party, such return or destruction violates any law or regulation; PROVIDED, HOWEVER, that in such event Recipient shall describe in its Compliance Certificate the extent to which it is not returning or destroying Confidential Materials. Notwithstanding any return or destruction of Confidential Materials, Recipient will continue to be bound by its obligations under this Agreement with respect to Confidential Information contained or reflected in such Confidential Materials.\n6. NO LICENSE OR OTHER RIGHTS. Nothing contained in this Agreement will be construed as granting any rights to Recipient, by license or otherwise, to any of Premisys' Confidential Information except as expressly specified in this Agreement.\n7. NO REPRESENTATION OF ACCURACY. Recipient acknowledges and agrees that Premisys makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information disclosed to Recipient in connection with the Business Purpose. Recipient agrees that neither Premisys nor its agents, shall have any liability to Recipient or its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations and warranties which are made in the final definitive agreement between the parties hereto regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n8. NO OBLIGATION REGARDING BUSINESS PURPOSE. Each party acknowledges that (i) neither party will be under any obligation of any kind by virtue of this Agreement to enter into any agreement relating to the Business Purpose or the possible transaction referred to herein and (ii) unless and until a binding written agreement to the contrary is executed and delivered by the parties hereto, each party reserves the absolute right, in its sole discretion, to reject any and all proposals made by the other party with regard to any possible transaction relating to the Business Purpose and to terminate discussions relating to such a possible transaction at any time.\n9. NONSOLICITATION OF EMPLOYEES. Beginning on Effective Date and continuing for a period of six months thereafter, Recipient will not, either for itself or for any other person or entity, directly or indirectly, solicit, induce or attempt to induce any employee of Premisys to terminate his or her employment with Premisys. The parties agree that general solicitation or recruitment of prospective employees through newspaper advertising or job fairs shall not be deemed a violation of this provision.\n10. STANDSTILL. Beginning on the Effective Date and continuing for a period of one (1) year thereafter, neither Recipient nor any of its affiliates will (and neither party nor any of its affiliates will assist or encourage others to), directly or indirectly, unless specifically requested to do so in writing in advance by Premisys' Board of Directors:\n(a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the \"EXCHANGE ACT\")) of any of Premisys' assets or businesses or any securities issued by Premisys, or any rights or options to acquire such ownership, including from a third party; or\n(b) make, or in any way participate, in any solicitation of proxies or consents with respect to any securities of Premisys which are, or may be, entitled to vote in the election of Premisys' directors (\"VOTING SECURITIES\"), become a \"participant\" in any \"election contest\" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Premisys; or seek to advise, encourage or influence any person or entity with respect to the voting of any Voting Securities; or demand a copy of Premisys' stock ledger, list of its stockholders or other books and records; or call or attempt to call any meeting of the stockholders of Premisys; or\n(c) form, join, or in any way participate, directly or indirectly, in a \"group\" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any securities of Premisys.\n11. INJUNCTIVE RELIEF; LEGAL FEES AND EXPENSES. Recipient acknowledges that any violation of the terms of this Agreement would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Recipient agrees that Premisys will have the right to obtain equitable relief, including an injunction or specific performance, as a remedy for any breach of the terms of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. In the event of litigation arising from or relating to this Agreement, the party which is found to be the prevailing party by a court of competent jurisdiction in a final, non-appealable order shall receive from the non-prevailing party the reasonable legal fees and expenses, including attorney fees, incurred by the prevailing party in connection with such litigation, including any appeal therefrom.\n12. GOVERNING LAW; JURISDICTION AND VENUE. The internal laws of the State of California (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of and venue in the United States District Court for the Northern District of California in connection with any litigation of a dispute between them arising from or relating to this Agreement and waives any and all right to object to the jurisdiction of such court or to claim that venue in such court is not proper.\n13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to such subject matter.\n14. AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be amended only by the written consent of each of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound by such waiver. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default.\n15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all parties reflected hereon as signatories.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives.\nPREMISYS COMMUNICATIONS, INC. ZHONE CORPORATION\nBy: /s/ John J. Hagedorn By: /s/ Mory Ejabat\n---------------------------- ---------------------------------------\nTyped Name: JOHN J. HAGEDORN Typed Name: MORY EJABAT\n-------------------- -------------------------------\nTitle: Sr. VP/Chief Financial Title: Chairman and Chief Executive Officer\n------------------------- ------------------------------------\nOfficer\n-------------------------\nBy:\n-------------------------------\nTyped Name: JEANNETTE SIMONDS\n-----------------------\nTitle:\n----------------------------\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 232 - ], - [ - 233, - 437 - ], - [ - 437, - 554 - ], - [ - 554, - 643 - ], - [ - 643, - 815 - ], - [ - 816, - 1122 - ], - [ - 1123, - 1167 - ], - [ - 1167, - 2001 - ], - [ - 2002, - 2228 - ], - [ - 2229, - 2367 - ], - [ - 2368, - 2484 - ], - [ - 2485, - 2580 - ], - [ - 2581, - 2620 - ], - [ - 2620, - 2638 - ], - [ - 2638, - 2707 - ], - [ - 2707, - 2882 - ], - [ - 2882, - 2975 - ], - [ - 2975, - 3160 - ], - [ - 3160, - 3498 - ], - [ - 3499, - 3533 - ], - [ - 3533, - 4201 - ], - [ - 4202, - 4226 - ], - [ - 4226, - 4785 - ], - [ - 4785, - 5816 - ], - [ - 5817, - 5868 - ], - [ - 5868, - 6341 - ], - [ - 6341, - 6438 - ], - [ - 6438, - 6555 - ], - [ - 6555, - 6666 - ], - [ - 6666, - 6725 - ], - [ - 6725, - 6733 - ], - [ - 6733, - 6739 - ], - [ - 6739, - 6940 - ], - [ - 6940, - 7412 - ], - [ - 7412, - 7652 - ], - [ - 7653, - 7684 - ], - [ - 7684, - 7893 - ], - [ - 7894, - 7928 - ], - [ - 7928, - 8164 - ], - [ - 8164, - 8396 - ], - [ - 8396, - 8693 - ], - [ - 8694, - 8739 - ], - [ - 8739, - 8768 - ], - [ - 8768, - 8967 - ], - [ - 8967, - 9356 - ], - [ - 9357, - 9390 - ], - [ - 9390, - 9681 - ], - [ - 9681, - 9858 - ], - [ - 9859, - 9875 - ], - [ - 9875, - 10211 - ], - [ - 10212, - 10621 - ], - [ - 10622, - 11282 - ], - [ - 11283, - 11465 - ], - [ - 11466, - 11514 - ], - [ - 11514, - 11691 - ], - [ - 11691, - 12009 - ], - [ - 12009, - 12411 - ], - [ - 12412, - 12455 - ], - [ - 12455, - 12709 - ], - [ - 12709, - 13103 - ], - [ - 13104, - 13126 - ], - [ - 13126, - 13451 - ], - [ - 13452, - 13479 - ], - [ - 13479, - 13593 - ], - [ - 13593, - 13807 - ], - [ - 13807, - 13986 - ], - [ - 13987, - 14005 - ], - [ - 14005, - 14225 - ], - [ - 14225, - 14402 - ], - [ - 14403, - 14524 - ], - [ - 14525, - 14555 - ], - [ - 14555, - 14572 - ], - [ - 14573, - 14617 - ], - [ - 14618, - 14647 - ], - [ - 14647, - 14686 - ], - [ - 14687, - 14739 - ], - [ - 14740, - 14761 - ], - [ - 14761, - 14792 - ], - [ - 14793, - 14866 - ], - [ - 14867, - 14893 - ], - [ - 14893, - 14929 - ], - [ - 14930, - 14937 - ], - [ - 14938, - 14963 - ], - [ - 14964, - 14967 - ], - [ - 14968, - 14999 - ], - [ - 15000, - 15029 - ], - [ - 15030, - 15053 - ], - [ - 15054, - 15060 - ], - [ - 15061, - 15089 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 27, - 28, - 29, - 30, - 31, - 32 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 10, - 11 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 8, - 14, - 16, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 17, - 19 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0000938733/000091205799002412/0000912057-99-002412.txt" - }, - { - "id": 434, - "file_name": "1012459_0000912057-97-027209_document_4.txt", - "text": "EXHIBIT \"H\"\nNON-DISCLOSURE AGREEMENT\nContract No. [***]\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NON-DISCLOSURE AGREEMENT (the \"Agreement\") made this ____ day of ____ , 199__ (the \"Effective Date\") between FEDERAL EXPRESS CORPORATION (\"Federal\") and INTERNATIONAL BILLING SERVICES, INC (\"IBS\").\nRECITALS\n1. Federal and IBS have each developed certain confidential and proprietary information (\"Federal's Confidential Information\" or \"IBS's Confidential Information\") including, but not limited to, financial statements, financing documents, trade secrets, new products, copyrights, computer software, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives, locations and customer information.\n2. In order to discuss the pursuit of a business relationship, Federal and IBS recognize the need for disclosure of Federal's Confidential Information to IBS, and of IBS's Confidential Information to Federal.\n3. Federal is willing to disclose its Confidential Information to IBS and IBS is willing to disclose its Confidential Information to Federal pursuant to the terms and subject to the conditions of this Agreement.\nFOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement,\nFederal and IBS (individually a \"Party\" and collectively the \"Parties\") agree as follows:\nSection 1. Confidentiality of Information. (a) Each party acknowledges that all Confidential Information which has or will come into its possession or knowledge after the Effective Date in connection with business discussions, conferences or other activities in pursuit of a business relationship between Federal and IBS:\n(i) is proprietary to the disclosing party, having been designed, developed or accumulated by the disclosing party at a great expense and over lengthy periods of time and\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\n(ii) is secret, confidential and unique, and constitutes the exclusive property of the disclosing party. Each party acknowledges that any disclosure of the other's Confidential Information other than for the benefit of the other party will be wrongful and will cause irreparable injury to the other party and, therefore, each party agrees to hold the other's Confidential information in strictest confidence and not to make use of it other than for the benefit of the other party.\n(b) Information shall be deemed \"Confidential Information\" and shall be subject to the terms of this Agreement if:\n(i) the party to which such information is being disclosed is notified that the information is confidential or proprietary prior to its disclosure; or\n(ii) information in a tangible form is labeled as confidential or proprietary prior to its disclosure; or\n(iii) the party to which such information is being disclosed knows that such information is confidential or proprietary or would be reasonably expected to understand the confidential or proprietary nature of such information.\nSection 2. Non-Disclosure to Third Parties. Neither party shall communicate the other's Confidential Information in any form to any third party without the other party's prior written consent and each party shall use its best efforts to prevent inadvertent disclosure of the other's Confidential Information to any third party. Any Confidential Information disclosed to a third party pursuant to this Section shall be provided pursuant to a non-disclosure agreement between the party providing the information and the third party, which non-disclosure agreement shall substantially conform to this Agreement. In addition, the parties agree that they will conform to the provisions of applicable securities laws in connection with their use of the Confidential Information.\nSection 3. Authorized Disclosure. The parties acknowledge that in order to enable them to discuss pursuit of a business relationship each may be required to disseminate the other party's Confidential Information to various of its employees. Each party undertakes to cause any of its employees to whom such Confidential Information is transmitted to be bound to the same obligation of secrecy and confidentiality to which the parties are bound under this Agreement.\nSection 4. Survival of Terms. The obligations of this Agreement shall terminate with respect to any particular portion of a party's Confidential Information:\n(i) if either party can show that the Confidential Information received from the other is or has become generally available to the public through no violation of the terms of this Agreement;\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\n(ii) if either party can show that such Confidential Information is in a written record in such party's files prior to receipt from the other party;\n(iii) if either party at any time lawfully obtains such Confidential Information in writing from a third party under circumstances permitting its disclosure;\n(iv) if such Confidential Information is disclosed with the prior written consent of the party to whom such Confidential Information belongs, provided that any disclosure complies in all respects with the terms of such written consent; or\n(v) if such Confidential Information is disclosed pursuant to the lawful requirement of a governmental agency or required by operation of law; provided that the party to whom such Confidential Information belongs shall be given written notice prior to such disclosure and such disclosure shall be permitted only to the extent required by law.\nOtherwise, the obligations of this Agreement with respect to either party's Confidential Information shall terminate on the later of (i) three (3) years after the Expiration Date (or earlier termination date) of this Agreement as set forth in Section 5 hereof, or (ii) in the event there are\nany contracts or agreements between the parties which are entered into in connection with information disclosed under this Agreement, three (3) years after the date of termination or expiration of all such contracts and agreements between the parties.\nSection 5. Extent of Agreement. (a) This Agreement shall govern all communications between Federal and IBS that are made from the Effective Date of this Agreement through and including the date which shall be three (3) years from the Effective Date of this Agreement (the \"Expiration Date\"). Notwithstanding the Expiration Date, the parties agree that in the event of any breach of this Agreement by a party, the injured party shall have the right to immediately terminate this Agreement.\n(b) This Agreement is not an agreement by either party to enter into any business relationship with the other or to procure any product or service from the other. Any agreement for such business relationship, purchase or other procurement shall be at the discretion of the parties and shall be evidenced by separate written agreements executed by the parties.\nSection 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Tennessee.\nSection 7. Injunctive Relief. In addition to and not in lieu of the right to terminate as provided in Section 5, the parties agree that in the event of any violation or threatened\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\nviolation of this Agreement the injured party shall be authorized and entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as an equitable accounting of all profits or benefits arising from such violation, which rights and remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to which the injured party may be entitled.\nSection 8. Valid Agreement. Both parties acknowledge that this Agreement is valid and legally binding and has been executed by an authorized representative, and each party confirms and ratifies the terms and conditions herein.\nIN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.\nINTERNATIONAL BILLING SERVICES, INC.\nBy: /R. Karl Turner/\nTitle: Sr. Vice President\n(\"IBS\")\nAPPROVED LEGAL DEPT. TK 10/21/96\nFEDERAL EXPRESS CORPORATION\nBy: /Sandra W. Cohn/\nTitle: Managing Director\n(\"Federal\")\nAPPROVED AS TO LEGAL FORM CSS 10/11/96\n*** Portions of this exhibit have been redacted pursuant to a Confidential Treatment Request.\n", - "spans": [ - [ - 0, - 11 - ], - [ - 12, - 36 - ], - [ - 37, - 55 - ], - [ - 56, - 87 - ], - [ - 88, - 297 - ], - [ - 298, - 306 - ], - [ - 307, - 1049 - ], - [ - 1050, - 1258 - ], - [ - 1259, - 1470 - ], - [ - 1471, - 1548 - ], - [ - 1549, - 1638 - ], - [ - 1639, - 1647 - ], - [ - 1647, - 1682 - ], - [ - 1682, - 1960 - ], - [ - 1961, - 2131 - ], - [ - 2132, - 2136 - ], - [ - 2136, - 2225 - ], - [ - 2226, - 2331 - ], - [ - 2331, - 2706 - ], - [ - 2707, - 2821 - ], - [ - 2822, - 2972 - ], - [ - 2973, - 3078 - ], - [ - 3079, - 3304 - ], - [ - 3305, - 3313 - ], - [ - 3313, - 3349 - ], - [ - 3349, - 3633 - ], - [ - 3633, - 3914 - ], - [ - 3914, - 4077 - ], - [ - 4078, - 4086 - ], - [ - 4086, - 4112 - ], - [ - 4112, - 4319 - ], - [ - 4319, - 4542 - ], - [ - 4543, - 4573 - ], - [ - 4573, - 4700 - ], - [ - 4701, - 4891 - ], - [ - 4892, - 4896 - ], - [ - 4896, - 4985 - ], - [ - 4986, - 5134 - ], - [ - 5135, - 5292 - ], - [ - 5293, - 5531 - ], - [ - 5532, - 5874 - ], - [ - 5875, - 6008 - ], - [ - 6008, - 6139 - ], - [ - 6139, - 6166 - ], - [ - 6167, - 6418 - ], - [ - 6419, - 6427 - ], - [ - 6427, - 6451 - ], - [ - 6451, - 6711 - ], - [ - 6711, - 6907 - ], - [ - 6908, - 7071 - ], - [ - 7071, - 7267 - ], - [ - 7268, - 7276 - ], - [ - 7276, - 7294 - ], - [ - 7294, - 7385 - ], - [ - 7386, - 7394 - ], - [ - 7394, - 7416 - ], - [ - 7416, - 7565 - ], - [ - 7566, - 7570 - ], - [ - 7570, - 7659 - ], - [ - 7660, - 8082 - ], - [ - 8083, - 8091 - ], - [ - 8091, - 8111 - ], - [ - 8111, - 8309 - ], - [ - 8310, - 8403 - ], - [ - 8404, - 8440 - ], - [ - 8441, - 8461 - ], - [ - 8462, - 8487 - ], - [ - 8488, - 8495 - ], - [ - 8496, - 8517 - ], - [ - 8517, - 8520 - ], - [ - 8520, - 8528 - ], - [ - 8529, - 8556 - ], - [ - 8557, - 8577 - ], - [ - 8578, - 8602 - ], - [ - 8603, - 8614 - ], - [ - 8615, - 8645 - ], - [ - 8645, - 8653 - ], - [ - 8654, - 8658 - ], - [ - 8658, - 8747 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 13, - 14, - 17 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 19, - 21, - 22 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 33, - 38 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001012459/000091205797027209/0000912057-97-027209.txt" - }, - { - "id": 436, - "file_name": "1013687_0000950144-96-001973_document_37.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made this _________ day of ___________, 19 ___, by and between __________________________ (\"Company\" and Phoenix International Ltd., Inc. (\"Phoenix\"), having its principal place of business at 900 Winderley Place, Suite 140, Maitland, Florida 32751.\nRECITALS\nWHEREAS, Phoenix and Company mutually desire to engage in discussions concerning a possible business relationship for the development and/or licensing of software products and, in furtherance of those discussions may find it necessary and advantageous to disclose to each other, certain confidential information regarding software products and strategic plans; and\nWHEREAS, Company and Phoenix consider such documents, records and information pertaining to products confidential and do not want them disclosed to third parties;\nNOW, THEREFORE IN CONSIDERATION of the mutual covenants and conditions herein contained, the parties agree as follows:\n1. Phoenix and Company agree that they shall hold in confidence and shall not disclose any Confidential Information (as defined in Paragraph 2 below) without the prior written authorization from a corporate officer of the party to whom the information belongs nor use such Confidential Information for any purpose other than that contemplated by this Agreement. This obligation, however, shall not extend to any of the following:\nA. Confidential Information which at the time of disclosure is in the public domain;\nB. Confidential Information which after generation or disclosure is published or otherwise becomes part of the public domain through no fault of the disclosing party (but only after and to the extent that it is published or otherwise becomes part of the public domain);\nC. Confidential Information which either party can show was in its possession at the time of generation or disclosure and was not acquired, directly or indirectly, from the other party or from a third party under obligation of confidence;\nD. Confidential Information which was received after the time of generation or disclosure hereunder, from a third party who did not require that party to hold it in confidence and who did not acquire it, directly or indirectly, form the other party under an obligation of confidence; and\nE. Confidential Information which Phoenix and Company can show was developed independently without benefit of, or based on information generated hereunder or made available by the other party.\n2. \"Confidential Information\" shall be deemed to include the source and object code computer programs and associated documentation, manuals and other printed or visually acceptable materials describing the use or design of software and strategic plans as well as any other information, oral or written, which shall be so noted on its face as being confidential or proprietary to the disclosing party.\n3. Each party shall exercise such care in the protection of the confidential information of the other as they exercise in the protection of confidential information of their own.\n4. Rights and obligations of this Agreement shall be binding upon the heirs, assigns and successors of Phoenix and Company.\n5. At the termination of this examination, both parties agree to return to each other all of the documents and other information provided in connection with this examination, and all copies thereof, as soon as requested by the other party.\n6. Phoenix and Company warrant that they have the unqualified right to disclose fully the Confidential Information disclosed hereunder.\n7. Phoenix and Company agree to maintain as Confidential Information, the existence of these discussions regarding a possible business relationship, until an agreement is completed.\nIN WITNESS HEREOF, the parties hereto by their duly authorized representatives have executed this Agreement as of the date first written above.\nPHOENIX INTERNATIONAL LTD., INC.\nBy: By:\n---------------------------- ----------------------------\nAuthorized Signature Authorized Signature\n---------------------------- ----------------------------\nType or Print Name and Title Type or Print Name and Title\n---------------------------- ----------------------------\nDate Date\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 113 - ], - [ - 113, - 140 - ], - [ - 140, - 299 - ], - [ - 300, - 308 - ], - [ - 309, - 673 - ], - [ - 674, - 836 - ], - [ - 837, - 955 - ], - [ - 956, - 1318 - ], - [ - 1318, - 1385 - ], - [ - 1386, - 1470 - ], - [ - 1471, - 1740 - ], - [ - 1741, - 1979 - ], - [ - 1980, - 2267 - ], - [ - 2268, - 2460 - ], - [ - 2461, - 2861 - ], - [ - 2862, - 3040 - ], - [ - 3041, - 3164 - ], - [ - 3165, - 3404 - ], - [ - 3405, - 3540 - ], - [ - 3541, - 3722 - ], - [ - 3723, - 3866 - ], - [ - 3867, - 3889 - ], - [ - 3889, - 3899 - ], - [ - 3900, - 3907 - ], - [ - 3908, - 3937 - ], - [ - 3937, - 3965 - ], - [ - 3966, - 4007 - ], - [ - 4008, - 4037 - ], - [ - 4037, - 4065 - ], - [ - 4066, - 4123 - ], - [ - 4124, - 4153 - ], - [ - 4153, - 4181 - ], - [ - 4182, - 4191 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 14 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 18 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 9, - 13 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001013687/000095014496001973/0000950144-96-001973.txt" - }, - { - "id": 437, - "file_name": "1013687_0000950144-96-001973_document_38.txt", - "text": "CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION\nTHIS CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND DATA FILES FOR DATA CONVERSION (hereinafter referred to as the \"Agreement\") is made and entered into as of the last day and year written below by and between Phoenix International Ltd., Inc., a Florida Corporation, of 900 Winderley Place, Suite 140, Maitland, Florida 32751 (\"Company\"), and the following parties:\n\n \nCLIENT: RECIPIENT:\n------------------------------------------- -------------------------------------------------------\n------------------------------------------- -------------------------------------------------------\n------------------------------------------- -------------------------------------------------------\nContact: Contact:\n----------------------------------- -----------------------------------------------\nTelephone: Telephone:\n--------------------------------- ---------------------------------------------\n(above party is hereinafter to as \"Client\") (above party is hereinafter referred to as \"Recipient\")\n
\nPurpose of Agreement:\nCompany has developed, owns, uses, or re-markets certain confidential and proprietary computer software and related documentation and materials (all of which shall collectively be referred to hereinafter as \"Application Software\"), which Application Software is used to process certain of Client's data pursuant to a separate license or service agreement between Company and Client. Client desires that certain of its data being processed by the Application Software be converted to another software program (hereinafter referred to as the \"Conversion\"), and Client desires that Recipient assist with this Conversion.\nIn order for Recipient to perform Recipient's job functions with Client, Client desires that Recipient have access to those data files of Client and to those portions of the documentation for the Application Software which are specifically identified in Paragraph 1 below (those items identified in Paragraph 1 shall collectively be hereinafter referred to as the \"Confidential Information\"). Recipient, on its own behalf and on behalf of its employees, agrees to abide by the terms of this Agreement. Company and Client agree to permit Recipient to have access to the Confidential Information as requested herein by Client, but only in accordance with the terms of this Agreement.\nTherefore, in consideration of the premises hereof, and other good and valuable consideration not herein recited but the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:\n1. Grant of Access to Confidential Information. Company and Client hereby agree to permit Recipient to have access to the Confidential Information listed below for the sole purpose of assisting Client with the Conversion, and such access is granted solely upon the terms and conditions set forth in this Agreement. This Agreement DOES NOT grant to Recipient the right to have access to any portion of the Application Software other than the documentation specifically set forth below. The Confidential Information to be disclosed is as follows:\nClient data files to be Deconverted: ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------\nApplication Software Documentation to be Provided to Recipient: ------------------------------------------------------------------------------------------------------------------------------------------------------------------------\n2. Confidential Nature of Application Software and Confidential Information. Recipient acknowledges that the Application Software and all documentation and related materials are proprietary to Company and are confidential and constitute a valuable asset of Company, and that the data files contained in the Confidential Information are proprietary to Client and are confidential and constitute a valuable asset of Client. Recipient agrees to safeguard the Confidential Information, and Recipient shall not disclose or give access to the Confidential Information to any person or entity other than those employees of Recipient who have a need for such access in order to assist Client with Conversion.\n3. Unauthorized Use. Recipient shall not make any unauthorized use or disclosure of the Confidential Information and Recipient shall promptly advise Company and Client in writing if Recipient learns of any unauthorized use or disclosure of the Confidential Information or Application Software by anyone, whether an employee, former employee or agent of Recipient, or others, and shall immediately take all reasonable steps within Recipient's power to stop any unauthorized use or disclosure of the Confidential Information or Application Software by anyone. Recipient shall not, and it will not permit anyone else, to copy the Confidential Information or Application Software.\n4. Termination. In the event an employee of Recipient terminates his or her employment with Recipient, Recipient agrees to require such terminated employee to immediately return to Recipient all copies of the Confidential Information in such employee's possession at the time of termination of employment. Recipient shall, upon the earlier occurrence of (i) completion of the tasks assigned to it by Client which require access to the Confidential Information, or (ii) Recipient's termination of employment with Client, return to Client all copies of the Confidential Information.\n5. Injunctive Relief. Recipient acknowledges that the use or disclosure of the Confidential Information or Application Software by Recipient (including any of its employees or anyone who obtains the Confidential Information or Application Software or gains access thereto from or through Recipient or any of its employees) in a manner inconsistent with this Agreement will cause Company or Client as the case may be, irreparable damage. In such event, Company and Client shall have the right to equitable and injunctive relief to prevent any unauthorized use or disclosure, and to such damages as are occasioned by any such unauthorized use or disclosure, including but not limited to reasonable attorneys' fees and costs incurred in enforcing Company's or Client's rights hereunder.\n6. Miscellaneous. This agreement shall be governed by, interpreted in accordance with, and enforced under the laws of the State of Florida. Recipient and Client hereby agree and acknowledge that Company is a benefited third party to this Agreement. Modification of this Agreement must be in writing and signed by all parties.\nIN WITNESS WHEREOF, the parties hereto have executed this Addendum in manner and form sufficient to bind them on the day and year indicated after their respective execution hereof.\nCLIENT: RECIPIENT:\n---------------------------- ----------------------------\nAuthorized Signature Authorized Signature\n---------------------------- ----------------------------\nType or Print Name and Title Type or Print Name and Title\n---------------------------- ----------------------------\nDate Date\nPHOENIX INTERNATIONAL LTD., INC.\n----------------------------\nAuthorized Signature\n----------------------------\nType or Print Name and Title\n----------------------------\nDate\n", - "spans": [ - [ - 0, - 117 - ], - [ - 118, - 523 - ], - [ - 524, - 531 - ], - [ - 532, - 539 - ], - [ - 540, - 558 - ], - [ - 559, - 603 - ], - [ - 603, - 658 - ], - [ - 659, - 703 - ], - [ - 703, - 758 - ], - [ - 759, - 803 - ], - [ - 803, - 858 - ], - [ - 859, - 876 - ], - [ - 877, - 913 - ], - [ - 913, - 960 - ], - [ - 961, - 982 - ], - [ - 983, - 1017 - ], - [ - 1017, - 1062 - ], - [ - 1063, - 1107 - ], - [ - 1107, - 1162 - ], - [ - 1163, - 1171 - ], - [ - 1172, - 1193 - ], - [ - 1194, - 1577 - ], - [ - 1577, - 1811 - ], - [ - 1812, - 2205 - ], - [ - 2205, - 2314 - ], - [ - 2314, - 2493 - ], - [ - 2494, - 2709 - ], - [ - 2710, - 2758 - ], - [ - 2758, - 3025 - ], - [ - 3025, - 3195 - ], - [ - 3195, - 3254 - ], - [ - 3255, - 3292 - ], - [ - 3292, - 3487 - ], - [ - 3488, - 3552 - ], - [ - 3552, - 3720 - ], - [ - 3721, - 3798 - ], - [ - 3798, - 4143 - ], - [ - 4143, - 4421 - ], - [ - 4422, - 4980 - ], - [ - 4980, - 5098 - ], - [ - 5099, - 5115 - ], - [ - 5115, - 5405 - ], - [ - 5405, - 5453 - ], - [ - 5453, - 5563 - ], - [ - 5563, - 5679 - ], - [ - 5680, - 5702 - ], - [ - 5702, - 6117 - ], - [ - 6117, - 6463 - ], - [ - 6464, - 6482 - ], - [ - 6482, - 6604 - ], - [ - 6604, - 6713 - ], - [ - 6713, - 6789 - ], - [ - 6790, - 6970 - ], - [ - 6971, - 6989 - ], - [ - 6990, - 7019 - ], - [ - 7019, - 7047 - ], - [ - 7048, - 7089 - ], - [ - 7090, - 7119 - ], - [ - 7119, - 7147 - ], - [ - 7148, - 7205 - ], - [ - 7206, - 7235 - ], - [ - 7235, - 7263 - ], - [ - 7264, - 7273 - ], - [ - 7274, - 7296 - ], - [ - 7296, - 7306 - ], - [ - 7307, - 7335 - ], - [ - 7336, - 7356 - ], - [ - 7357, - 7385 - ], - [ - 7386, - 7414 - ], - [ - 7415, - 7443 - ], - [ - 7444, - 7448 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 41 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 37 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 39 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 28 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001013687/000095014496001973/0000950144-96-001973.txt" - }, - { - "id": 438, - "file_name": "1014552_0000950148-01-500497_v71961toex99-d3.txt", - "text": "DTM CORPORATION\n1611 Headway Circle Building 2\nAustin, Texas 78754-5138\nMarch 17, 2001\n3D Systems Corporation\n26081 Avenue Hall\nValencia, California 91355\nConfidentiality Agreement\nLadies and Gentlemen:\nIn connection with the possible transaction (the \"Proposed Transaction\") between DTM Corporation (together with its subsidiaries, \"DTM\") and 3D Systems Corporation (together with its subsidiaries, \"3D\"), and in order to allow DTM and 3D to evaluate the Proposed Transaction, each of DTM and 3D have and will deliver to the other party hereto, upon the execution and delivery of this letter agreement by such other party, certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being the \"Disclosing Party\" and when receiving such information being the \"Receiving Party\"). All information (i) about the Disclosing Party or (ii) about a third party (which information was provided to the Disclosing Party subject to a confidentiality agreement with such third party) furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives, whether furnished before or after the date hereof in connection with the Proposed Transaction, and regardless of the manner in which it is furnished, is referred to in this letter agreement as \"Evaluation Material.\" Evaluation Material shall not include, however, information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this letter agreement; (ii) was available to the Receiving Party on a nonconfidential basis prior to its disclosure by the Disclosing Party or its Representatives; (iii) becomes available to the Receiving Party on a nonconfidential basis from a person other than the Disclosing Party or its Representatives who is not otherwise bound by a confidentiality agreement with the Disclosing Party or any of its Representatives, or is otherwise not known to the Receiving Party to be under an obligation to the Disclosing Party or any of its Representatives not to transmit the information to the Receiving Party; or (iv) was independently developed by the Receiving Party without reference to or use of the Evaluation Material. For purposes of this letter agreement, (i) \"Representative\" shall mean, as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants) and debt and equity financing sources and their advisors and Representatives (but shall not include any debt and equity financing sources that enter into a confidentiality agreement reasonably acceptable to the Disclosing Party, which either names Disclosing Party as a third party beneficiary or to which Disclosing Party is made a party, and an executed copy of which is provided to Disclosing Party); and (ii) \"person\" shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.\nSubject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party (i) except as required by law, rule or regulation, shall keep all Evaluation Material confidential, shall not disclose or reveal any Evaluation Material to any person other than its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Evaluation Material for the purpose of evaluating the Proposed Transaction and shall cause those persons to observe the terms of this letter agreement; (ii) shall not use Evaluation Material for any purpose other than in connection with its evaluation of the Proposed Transaction or the consummation of the Proposed Transaction in a manner that the Disclosing Party has approved; and (iii) except as required by law, rule or regulation, shall not disclose to any person (other than those of its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know for the purpose of evaluating the Proposed Transaction, which Representatives it shall cause to observe the terms of this agreement,) any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Evaluation Material has been made available to the Receiving Party or its Representatives. The Receiving Party shall be responsible for any breach of the terms of this letter agreement by it and secondarily responsible for any breach of the terms of this letter agreement by its Representatives. The parties agree that notwithstanding the generality of the foregoing, the existence of any discussions shall not be disclosed in any court, governmental or other similar proceeding except as expressly permitted herein.\nNotwithstanding the definition of Evaluation Material, nothing contained herein shall be deemed to prohibit the Disclosing Party or the Receiving Party from utilizing any information obtained pursuant to discovery or other mediation, arbitration, court, or administrative proceedings even though such information also was provided hereunder as Evaluation Material; provided that neither the Disclosing Party or the Receiving Party shall utilize any Evaluation Material in connection with such proceeding unless acquired in such proceeding.\nIn the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation (including, without limitation, any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the Receiving Party's securities are listed or quoted) or by legal process to disclose any Evaluation Material or any other information concerning the Disclosing Party or the Proposed Transaction, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party (i) to seek an appropriate protective order or other remedy, (ii) to consult with the Receiving Party with respect to the Receiving Party's taking steps to resist or narrow the scope of such request or legal process, or (iii) to waive compliance, in whole or in part, with the terms of this letter agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance, in whole or in part, with the terms of this letter agreement, the Receiving Party or its Representative shall use good faith efforts to disclose only that portion of the Evaluation Material which is legally required to be disclosed and to cooperate with the Disclosing Party in its efforts to obtain reliable assurance that all Evaluation Material that is so disclosed will be accorded confidential treatment to the fullest extent available. In the event that the Receiving Party or its Representatives, as the case may be, shall have complied with the provisions of this paragraph, such disclosure may be made by the Receiving Party or its Representatives, as applicable, without any liability hereunder.\nFor a period (the \"Restricted Period\") commencing with the date of this letter agreement and ending on the earlier of (i) 15 months after the termination of discussions between the parties with respect to a Proposed Transaction and (ii) the occurrence of a \"Significant Event\" (as defined below), neither party hereto nor any of its Representatives shall, without the prior written consent of the other party or its board of directors or any committee thereof delegated the responsibility for such matters:\n(a) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other party or any subsidiary of the other party, or of any successor to or person in control of the other party, or any material assets of the other party or any subsidiary or division of the other party or of any such successor or controlling person;\n(b) make, or in any way participate, directly or indirectly, in any \"solicitation\" of \"proxies\" to vote (as such terms are used in the rules of the Securities and Exchange Commission (the \"SEC\")), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the other party;\n(c) make any public announcement with respect to, or submit a proposal or offer (with or without conditions) in connection with any of the foregoing;\n(d) form, join or in any way participate in a \"group\" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), in connection with any of the foregoing;\n(e) otherwise act or seek to control or influence the management, Board of Directors or policies of the other party;\n(f) take any action that could reasonably be expected to require the other party to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or (g) request the other party or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph.\nDuring the Restricted Period, each party hereto shall promptly advise the other party of any inquiry or proposal made to it with respect to any of the foregoing. For purposes of this letter agreement, (i) \"Significant Event\" shall mean, with respect to each of the parties hereto, any of (A) the acquisition by any person or \"13D Group\" (as defined below) of beneficial ownership of \"Voting Securities\" (as defined below) of such party representing 15% or more of the then outstanding Voting Securities of such party; (B) the announcement or commencement by any person or 13D Group of a tender or exchange offer to acquire Voting Securities of such party which, if successful, would result in such person or 13D Group owning, when combined with any other Voting Securities of such party owned by such person or 13D Group, 15% or more of the then outstanding Voting Securities of such party; or (C) the entry into by such party, or determination by such party to seek to enter into, any merger, sale or other business combination transaction pursuant to which the outstanding shares of common stock of such party would be converted into cash or securities of another person or 13D Group or 50% or more of the then outstanding shares of common stock of such party would be owned by persons other than the then current holders of shares of common stock of such party, or which would result in all or a substantial portion of such party's assets being sold to any person or 13D Group; (ii) \"Voting Securities\" shall mean, with respect to each party hereto, at any time shares of any class of capital stock of such party which are then entitled to vote generally in the election of directors; provided, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of common stock of such party shall be deemed to have been so converted, exchanged or exercised; and (iii) \"13D Group\" shall mean, with respect to the Voting Securities of each party hereto, any group of persons formed for the purpose of acquiring, holding, voting or disposing of such Voting Securities which would required under Section 13(d) of the Exchange Act and the rules and regulations thereunder to file a statement on Schedule 13D with the SEC as a \"person\" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities representing more than 5% of the total combined voting power of all such Voting Securities then outstanding.\nFor a period of two (2) years subsequent to the termination of discussions between the parties with respect to the Proposed Transaction, neither party shall, without prior written consent of the other party, directly or indirectly solicit for hire, any person currently employed by the other party (or any of its subsidiaries); provided, however, that the foregoing provision shall not prevent either party, without such consent, from employing any employee who (i) contacts the hiring party directly at his or her own initiative without any direct or indirect solicitation by or encouragement from the hiring party or (ii) responds to a mass media solicitation or advertisement consistent with the hiring party's past practices that is not directed at employees of the other party.\nTo the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges to the fullest extent available under applicable law. Nothing in this letter agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\nIf either party hereto shall determine that it does not wish to proceed with the Proposed Transaction, such party shall promptly advise the other party of that decision. In that case, or in the event that the Disclosing Party, in its sole discretion, so requests or the Proposed Transaction is not consummated by the Receiving Party, the Receiving party shall, upon the Disclosing Party's written request, promptly deliver to the Disclosing Party all Evaluation Material, and, at the Receiving Party's election, return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof, including any electronic or computer file copies, or based thereon in the Receiving Party's possession or in the possession of any Representative of the Receiving Party.\nSubject to the terms and conditions of a definitive agreement regarding the Proposed Transaction and without prejudice thereto, each party hereto acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Evaluation Material. The Receiving Party shall not be entitled to rely on the completeness of any Evaluation Material, but shall be entitled to rely solely on such representations and warranties regarding the completeness of the Evaluation Material as may be made to it in any definitive agreement relating to the Proposed Transaction, subject to the terms and conditions of such agreement.\nUntil a definitive agreement regarding the Proposed Transaction has been executed by the parties hereto and subject to the terms and conditions of that certain letter agreement dated as of March 17, 2001 between the company and the Interested Party (the \"Exclusivity Agreement\"), neither party hereto shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Proposed Transaction by virtue of this letter agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Subject to the terms and conditions of the Exclusivity Agreement, each party hereto and its Representatives (i) may conduct the process that may or may not result in the Proposed Transaction in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party) and (ii) reserves the right to change (in its sole discretion, at any time and without notice to such other party) the procedures relating to the consideration of the Proposed Transaction (including, without limitation, terminating all further discussions with the other party and requesting that such other party return or destroy the Evaluation Material as described above).\nWithout prejudice to the rights and remedies otherwise available to either party hereto, each party shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this letter agreement. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final order from which there is no appeal that this letter agreement has been breached by a party or by its Representatives, the breaching party or the party whose Representatives have breached this letter agreement, as the case may be, will reimburse the other party for its costs and expenses (including, without limitation, reasonable legal fees and expenses) incurred in connection with the enforcement of this letter agreement and such litigation.\nIt is further understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\nThis letter agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of Texas law.\nThis letter agreement contains the entire agreement between the parties hereto concerning confidentiality of the Evaluation Material, and no modification of this letter agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party. This letter agreement supersedes and replaces the Mutual Non-Disclosure Agreement dated January 25, 2000 entered into previously between the parties; provided that the restrictions imposed by such previous letter agreement shall remain in effect for periods prior to the date hereof.\nPlease confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.\nDTM CORPORATION\nBy: /s/ Anthony Mariotti\n--------------------------------------------\nName: Anthony Mariotti\nTitle: Director, Member of Special Committee\nACCEPTED AND AGREED as of the date hereof:\n3D SYSTEMS CORPORATION\nBy: /s/ Brian K. Service\n---------------------------------------------\nName: Brian K. Service\nTitle: President and Chief Executive Officer\nACKNOWLEDGEMENT SIGNATURE PAGE FOR 3D\nDEBT AND EQUITY FINANCING SOURCES\nThe undersigned hereby agrees to be bound the terms of the letter agreement between DTM Corporation and 3D Systems Corporation to which this acknowledgement page is attached.\n----------------------\nName of Representative\nBy:\n-------------------\nName:\nTitle:\nDated:\n", - "spans": [ - [ - 0, - 15 - ], - [ - 16, - 21 - ], - [ - 21, - 46 - ], - [ - 47, - 71 - ], - [ - 72, - 86 - ], - [ - 87, - 109 - ], - [ - 110, - 116 - ], - [ - 116, - 127 - ], - [ - 128, - 154 - ], - [ - 155, - 180 - ], - [ - 181, - 202 - ], - [ - 203, - 853 - ], - [ - 853, - 869 - ], - [ - 869, - 903 - ], - [ - 903, - 1385 - ], - [ - 1385, - 1451 - ], - [ - 1451, - 1627 - ], - [ - 1627, - 1768 - ], - [ - 1768, - 2214 - ], - [ - 2214, - 2326 - ], - [ - 2326, - 2365 - ], - [ - 2365, - 2959 - ], - [ - 2959, - 3100 - ], - [ - 3101, - 3233 - ], - [ - 3233, - 3707 - ], - [ - 3707, - 3939 - ], - [ - 3939, - 4658 - ], - [ - 4658, - 4863 - ], - [ - 4863, - 5083 - ], - [ - 5084, - 5623 - ], - [ - 5624, - 6269 - ], - [ - 6269, - 6330 - ], - [ - 6330, - 6489 - ], - [ - 6489, - 6578 - ], - [ - 6578, - 7136 - ], - [ - 7136, - 7399 - ], - [ - 7400, - 7518 - ], - [ - 7518, - 7632 - ], - [ - 7632, - 7733 - ], - [ - 7733, - 7906 - ], - [ - 7907, - 8352 - ], - [ - 8353, - 8673 - ], - [ - 8674, - 8823 - ], - [ - 8824, - 9022 - ], - [ - 9023, - 9139 - ], - [ - 9140, - 9319 - ], - [ - 9319, - 9331 - ], - [ - 9331, - 9345 - ], - [ - 9345, - 9478 - ], - [ - 9479, - 9641 - ], - [ - 9641, - 9680 - ], - [ - 9680, - 9767 - ], - [ - 9767, - 9997 - ], - [ - 9997, - 10373 - ], - [ - 10373, - 10960 - ], - [ - 10960, - 11412 - ], - [ - 11412, - 11998 - ], - [ - 11999, - 12461 - ], - [ - 12461, - 12618 - ], - [ - 12618, - 12781 - ], - [ - 12782, - 13442 - ], - [ - 13442, - 13724 - ], - [ - 13724, - 13894 - ], - [ - 13895, - 14065 - ], - [ - 14065, - 14777 - ], - [ - 14778, - 14961 - ], - [ - 14961, - 15185 - ], - [ - 15185, - 15554 - ], - [ - 15555, - 16132 - ], - [ - 16132, - 16240 - ], - [ - 16240, - 16536 - ], - [ - 16536, - 16908 - ], - [ - 16909, - 17207 - ], - [ - 17207, - 17430 - ], - [ - 17430, - 17774 - ], - [ - 17775, - 18103 - ], - [ - 18104, - 18352 - ], - [ - 18353, - 18667 - ], - [ - 18667, - 18950 - ], - [ - 18951, - 19096 - ], - [ - 19097, - 19112 - ], - [ - 19113, - 19137 - ], - [ - 19138, - 19182 - ], - [ - 19183, - 19205 - ], - [ - 19206, - 19250 - ], - [ - 19251, - 19293 - ], - [ - 19294, - 19316 - ], - [ - 19317, - 19341 - ], - [ - 19342, - 19387 - ], - [ - 19388, - 19410 - ], - [ - 19411, - 19455 - ], - [ - 19456, - 19493 - ], - [ - 19494, - 19527 - ], - [ - 19528, - 19702 - ], - [ - 19703, - 19725 - ], - [ - 19726, - 19748 - ], - [ - 19749, - 19752 - ], - [ - 19753, - 19772 - ], - [ - 19773, - 19778 - ], - [ - 19779, - 19785 - ], - [ - 19786, - 19792 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 15, - 19 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 64 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 36, - 37, - 38, - 39, - 41, - 57 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 23, - 24 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 23, - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 23, - 25 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001014552/000095014801500497/0000950148-01-500497.txt" - }, - { - "id": 439, - "file_name": "1014959_0000950116-96-000618_document_7.txt", - "text": "MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n(PRE-RELEASE PRODUCT-GENERAL)\nIMPORTANT: PLEASE COMPLETE THIS FORM AND RETURN IT TO MICROSOFT AT THE ADDRESS BELOW:\nUpon receipt by Microsoft Corporation (\"MS\") of this Agreement, signed and completed by the individual or organization indicated below (\"Recipient\"), MS may elect, at MS' sole discretion, to provide Recipient with a pre-release copy of the MS product MSN Software Development Kit, and related documentation and information (collectively the \"Product\"). MS may, in its sole discretion, also provide further pre-releases of the Product or related information to Recipient hereunder, in which case such further pre-releases and related information shall also be covered hereunder as \"Product\".\n1, GRANT OF LICENSE.\n(a) MS grants to Recipient a limited, non-exclusive, nontransferable, royalty-free license to use up to five copies of the executable Product code on CPU's residing at Recipient's premises solely to test the compatibility of Recipient's application or other product(s) (\"Application\") which operate in conjunction with the Product and to evaluate the Product for the purpose of providing feedback thereon to MS. All other rights are reserved to MS. Recipient shall not rent, lease, sell, sublicense, assign, or otherwise transfer the Product, including any accompanying printed materials. Recipient may not reverse engineer, decompile or disassemble the Product except to the extent that this restriction is expressly prohibited by applicable law. MS and its suppliers shall retain title and all ownership rights to the Product.\n(b) Recipient agrees to provide reasonable feedback to MS, including but not limited to beta reports, usability, bug reports and test results, with respect to the Product testing. Recipient will use reasonable efforts to review and comment on all documentation supplied. All bug reports, test results and other feedback made by Recipient shall be the property of MS and may be used by MS for any purpose. Due to the nature of the development work, MS is not certain as to when errors or discrepancies in the Products may be corrected.\n(c) Recipient may disclose the Product only to its employees who have a need to know in order to accomplish the purposes identified in Section l(a), and such employees' use of the Product shall take place solely at Recipient's site. Recipient will have executed appropriate written agreements with its employees sufficient to enable it to comply with the terms of this Agreement.\n2. REDISTRIBUTABLE COMPONENTS. MS further grants to recipient the following non-exclusive, nontransferable, royalty-free rights with respect to the sample and redistributable code listed in the readme.txt file.\n(a) Subject to Section 2(b) below, to reproduce and distribute test version of Recipient's Application for use on The Microsoft Network (\"MSN\") created using the Product to MSN users provided you identify such Application as \"BETA\" and that you comply with Section 2(c), below.\n(b) To modify the sample code provided with the Product and to reproduce and distribute such modifications in object code form for use on The Microsoft Network to MSN users provided you identify such Application as \"BETA\" and that you comply with Section 2(c), below.\n(c) if you redistribute your Application as allowed under this Agreement, you must: (1) distribute the Product only in conjunction with and as part of your Application which is designed, developed and tested to operate on MSN; (2) not make any statements to the effect or which imply that your Application is \"certified\" by MS or that its performance is guaranteed by MS; (3) not use MS' name, logo, or trademarks to market your Application; and (4) agree to indemnify, hold harmless, and defend MS and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from your distribution of the Application.\n(d) The Product shall not be used, modified, reproduced except as provided above and you agree to destroy or erase the copy of the Product upon MS' release of the Product in final form.\n3. TERM OF AGREEMENT. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by MS in writing at any time, with or without cause. This Agreement will terminate without notice upon the commercial release of the Product. Upon the termination of this Agreement, Recipient shall promptly return to MS. or certify destruction of, all full or partial copies of the Product and related materials provided by MS. Section 6 shall survive termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product.\n4. COST OF TESTING. There is no charge to Recipient for testing of the Product. MS shall bear all transportation expenses relating to the shipment of the Product to Recipient's place of business and Recipient will pay any return transportation expenses.\n5. PRODUCT MAINTENANCE. MS is not obligated to provide maintenance or updates to Recipient for the Product. However, any maintenance or updates provided by MS shall be covered by this Agreement.\n6. CONFIDENTIALITY. The Product and related information is proprietary and confidential information to MS and its suppliers. Recipient agrees not to disclose or provide the Product, documentation, or any related information (including the Product features or the results of use or testing) to any third party or use the Product for any purpose other than as provided in this Agreement. However, Recipient may disclose confidential information in accordance with judicial or other governmental order, provided Recipient shall give MS reasonable written notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Further, Recipient shall not be obligated to maintain the confidentiality of information which Recipient can prove (1) is already known to Recipient without an obligation to maintain the same as confidential; (2) becomes publicly known through no wrongful act of Recipient; (3) is rightfully received from a third party without breach of an obligation of confidentiality owed to MS; or (4) is independently developed by Recipient. This provision shall survive the termination or expiration of this Agreement with respect to any information that has not been made public by MS as of the commercial release of the Product.\n7. DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. The Product constitutes pre-release code and may be changed substantially before commercial release. The PRODUCT IS PROVIDED \"AS IS\" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO RECIPIENT.\n8. GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be governed by the laws of the State of Washington and Recipient further consents to jurisdiction by the state and federal courts sitting in the State of Washington. If either MS or Recipient employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees.\n9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399.\n10. EXPORT RESTRICTIONS. Recipient acknowledges that the Product licensed hereunder is subject to the export control laws and regulations of the U.S.A., and any amendments thereof. Recipient confirms that with respect to the Product, it will not export or re-export it, directly or indirectly, either to (i) any countries that are subject to U.S.A export restrictions (currently including, but not necessarily limited to, Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya, North Korea, South Africa (military and police entities), and Syria), (ii) any end user who Recipient knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government. Recipient further acknowledges that the Product may include technical data subject to export and re-export restrictions imposed by U.S.A. law.\n11. ENTIRE AGREEMENT. This Agreement constitutes the complete and exclusive agreement between MS and Recipient with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of MS and Recipient.\n12. PARTIES BOUND. If \"Company Name\" or a company address is filled in below, then the individual signing this Agreement represents that he/she has authority to execute this agreement on behalf of such company and agrees that Product (and any copies thereof) shall remain on the company premises, unless otherwise agreed by MS.\nIN WITNESS WHEREOF. Recipient has caused this Agreement to he executed by its duly authorized representative.\nBeta Site ID\nCompany Name\nAlpha Site Contact/Tester (Recipient)\nCompany Authorized Representative's Signature\nPrint Authorized Signature and Title\nPhysical Address (No P.O. 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Scope. For purposes of this Agreement, the \"Proprietary Information\" of a party disclosing information (the \"Discloser\") means any and all information, including, without limitation, all oral, written, graphical, and electronic information disclosed to the party receiving the information (the \"Recipient\") pursuant to, or in connection with the transactions contemplated by, the Credit Agreement, whether delivered to the Recipient directly by the Discloser or indirectly through an agent of the Discloser or Recipient.\n2. Limitation. The term \"Proprietary Information\" does not include information which: (a) has been or may in the future be published or is now or may in the future be otherwise in the public domain through no fault of the Recipient; (b) prior to disclosure pursuant to this Agreement is properly within the legitimate possession of the Recipient; (c) subsequent to disclosure pursuant to this Agreement, is lawfully received from a third party having rights in the information without restriction of the third party's right to disseminate the information and without notice of any restriction against its further disclosure; (d) is independently developed by the Recipient through parties who have not had, either directly or indirectly, access to or knowledge of such Proprietary Information; (e) is approved for disclosure by prior written permission of an authorized signatory of Discloser; or (f) is obligated to be produced by law or under order of a court of competent jurisdiction or other similar requirement of a governmental agency, or is required to be disclosed to, or is requested by, the Recipient's outside auditors or examiners in connection with an audit or examination or so long as the party required to disclose the information provides the other party with prior written notice of any required disclosure pursuant to such law, order or requirement.\n3. Use. Each party agrees to use the Proprietary Information received from the other party only for the purpose of the servicing or protection of its interests in respect of the Loans, the Credit Agreement and the Loan Documents (each as defined in the Credit Agreement). No other rights, and particularly licenses, trademarks, inventions, copyrights, patents, or any other intellectual property rights are implied or granted under the Credit Agreement or this Agreement or by the conveying of Proprietary Information between the parties. Each party agrees that the other may disclose Proprietary Information received by it to its Affiliates, employees not permitted under the Credit Agreement and agents, subject to the terms of this Agreement.\n4. Reproduction. Proprietary Information supplied is not to be reproduced in any form except as required to accomplish the intent of this Agreement.\n5. Duty of Care. All Proprietary Information must be retained by the Recipient in accordance with its customary procedures for handling confidential information of this nature and disclosed only to the Recipient's Affiliates or employees (or , attorneys, accountants and agents who have a non-disclosure obligation at least as restrictive as this Agreement) who need to know such information for purposes of the servicing or protection of its interest in respect of the Loans, the Credit Agreement and the Loan Documents (each as defined under the Credit Agreement) and the transactions contemplated thereby and to such third parties as the Discloser has consented to by prior written approval. In addition, the Recipient must provide the same care to avoid disclosure not permitted under the Credit Agreement or unauthorized use of the Proprietary Information as it provides to protect its own similar proprietary information.\n6. Ownership. All Proprietary Information, unless otherwise specified in writing, (a) remains the property of the Discloser, and (b) must be used by the Recipient only for the purpose stated herein. Upon termination of this Agreement, all copies of written, recorded, graphical or other tangible Proprietary Information must either be returned to the Discloser, or destroyed (i) after the Recipient's need for it has expired or (ii) upon the request of the Discloser. At the request of the Discloser, the Recipient will furnish a certificate of an officer of the Recipient certifying that any Proprietary Information not returned to Discloser has been destroyed.\n7. Right to Disclose. Each party warrants that it has the right to disclose all Proprietary Information which it will disclose to the other party pursuant to this Agreement, and each party agrees to indemnify and hold harmless the other from all claims by a third party related to the wrongful disclosure of such third party's information. Otherwise, neither party makes any representation or warranty, express or implied, with respect to any Proprietary Information. Neither party is liable for indirect, incidental, consequential, or punitive damages of any nature or kind resulting from or arising in connection with this Agreement.\n8. Right to Enjoin Disclosure. The parties acknowledge that a Recipient's unauthorized disclosure or use of Proprietary Information may result in irreparable harm. Therefore, the parties agree that, in the event of violation or threatened violation of this Agreement, without limiting any other rights and remedies of each other, a temporary restraining order and/or an injunction to enjoin disclosure of Proprietary Information may be sought against the party who has breached or threatened to breach this Agreement and the party who has breached or threatened to breach this Agreement will not raise the defense of an adequate remedy at law.\n9. Disclosure to Third Parties. All media releases and pubic announcements or disclosures by either party relating to this Agreement, its subject matter or the purpose of this Agreement are to be coordinated with and consented to by the other party in writing prior to the release or announcement.\n10. No Partnership or Joint Venture Formed. The exchange of any Proprietary Information between the parties is not intended to be interpreted that the parties have formed or will form a partnership, joint venture or other relationship. Any business relationship between the parties, if any, must be governed by separate agreement.\n11. General. (a) This Agreement is governed and construed under the laws of the State of Missouri and there are no understandings, agreements or representations, express or implied, not specified herein. (b) Except for subsection 9.13 of the Credit Agreement, this Agreement represents the entire understanding between the parties with respect to the confidentiality and disclosure of Proprietary Information, and the terms of this Agreement supersede the terms of any prior agreements or understandings, written or oral with respect thereto. (c) This Agreement may not be amended except in a writing signed by the parties. (d) The provisions of this Agreement are to be considered as severable, and in the event that any provision is held to be invalid or unenforceable, the parties intend that the remaining provisions will remain in full force and effect. (e) Captions in this Agreement are for ease of reference only and should not be considered in the construction of this Agreement. (f) There are no third party beneficiaries to this Agreement. (g) Failure by a party to enforce or exercise any provision, right or option contained in this Agreement will not be construed as a present or future waiver of such provision, right or option.\nIN WITNESS THEREOF, the parties have executed this Agreement as of the effective date stated above.\nSPRINT SPECTRUM L.P. ______________________________\nBy: By:\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 9 - ], - [ - 10, - 43 - ], - [ - 44, - 740 - ], - [ - 741, - 1169 - ], - [ - 1170, - 1180 - ], - [ - 1180, - 1693 - ], - [ - 1694, - 1709 - ], - [ - 1709, - 1780 - ], - [ - 1780, - 1927 - ], - [ - 1927, - 2041 - ], - [ - 2041, - 2319 - ], - [ - 2319, - 2488 - ], - [ - 2488, - 2591 - ], - [ - 2591, - 3063 - ], - [ - 3064, - 3336 - ], - [ - 3336, - 3603 - ], - [ - 3603, - 3809 - ], - [ - 3810, - 3827 - ], - [ - 3827, - 3958 - ], - [ - 3959, - 3976 - ], - [ - 3976, - 4654 - ], - [ - 4654, - 4886 - ], - [ - 4887, - 4901 - ], - [ - 4901, - 4969 - ], - [ - 4969, - 5016 - ], - [ - 5016, - 5086 - ], - [ - 5086, - 5262 - ], - [ - 5262, - 5315 - ], - [ - 5315, - 5355 - ], - [ - 5355, - 5549 - ], - [ - 5550, - 5572 - ], - [ - 5572, - 5890 - ], - [ - 5890, - 6018 - ], - [ - 6018, - 6185 - ], - [ - 6186, - 6217 - ], - [ - 6217, - 6350 - ], - [ - 6350, - 6829 - ], - [ - 6830, - 6862 - ], - [ - 6862, - 7127 - ], - [ - 7128, - 7172 - ], - [ - 7172, - 7364 - ], - [ - 7364, - 7458 - ], - [ - 7459, - 7472 - ], - [ - 7472, - 7663 - ], - [ - 7663, - 8002 - ], - [ - 8002, - 8083 - ], - [ - 8083, - 8318 - ], - [ - 8318, - 8448 - ], - [ - 8448, - 8510 - ], - [ - 8510, - 8702 - ], - [ - 8703, - 8802 - ], - [ - 8803, - 8819 - ], - [ - 8819, - 8824 - ], - [ - 8824, - 8854 - ], - [ - 8855, - 8862 - ], - [ - 8863, - 8874 - ], - [ - 8875, - 8888 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15, - 23, - 24 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 7, - 11 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 26, - 27, - 28 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 7, - 13 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 23, - 25 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001017358/000101735897000002/0001017358-97-000002.txt" - }, - { - "id": 442, - "file_name": "1017545_0001012870-97-001500_document_2.txt", - "text": "EXHIBIT E: NON-DISCLOSURE AGREEMENT BETWEEN PBIS AND SOLOPOINT, INC. AND PACIFIC BELL AND SOLOPOINT, INC.\nCONFIDENTIAL NON-DISCLOSURE AGREEMENT\nThis agreement is made on August 21, 1996 between SoloPoint, Inc., a California corporation (\"SoloPoint\") and Pacific Bell Information Services (\"PBIS\").\n1. Purpose. Company and SoloPoint wish to explore a business possibility under which each party may disclose its Confidential Information to the other party.\n2. Definition. \"Confidential Information\" means any information, technical data, or know-how, including, but not limited to that which relates to research, products, software, services, development, inventions, processes, designs, drawings, formulas, engineering, marketing, finances, financial models, and business plans, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data, or know-how (i) is in the possession of the receiving party at the time of disclosures shown by the receiving party's files and records immediately prior to the time of disclosure; or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is required by law to be disclosed by the receiving party; (iv) is independently developed by the receiving party without utilization of the Confidential Information.\n3. Non-Disclosure of Confidential Information. Each party agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning the completion of any business relationship between the two. Each party will not disclose the Confidential Information of the other party to third parties or to its employees except employees who are required to have the information in order to carry out the contemplated business. Each party will have employees to whom Confidential Information of the other party is disclosed sign a Non-Disclosure Agreement in content substantially similar to this agreement if such persons have not already signed such agreements obligating them to hold the Confidential Information in confidence. Each party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party on order to prevent of unauthorized falling into the public domain or the possession of unauthorized persons. Each agrees to immediately notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention.\n4. Return of Information. Upon request of the disclosing party, the receiving party agrees to promptly return all documents furnishes to it by the disclosing party, together with all copies thereof in its possession.\n5. Term. The term of this Agreement shall be five (5) years. 6. General Provisions. This Agreement will be governed by the laws of the State of California. This Agreement will be binding upon the successors of each party, and will be for the benefit of each party, its successors, and its assigns. Each party agrees that it would be difficult to measure the damage to such party from the breach of the other party's obligations hereunder, that injury to such party from any such breach would be impossible to calculate, and that monetary damages would therefor be an inadequate remedy; accordingly, each party agrees that the other party shall be entitled, in addition to all other remedies it might have, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damage.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written above.\nCompany:\nPacific Bell Information Services SoloPoint, Inc.\nBy: By:\n---------------------------------- ----------------------------------\nTitle: Title:\n------------------------------- -------------------------------\n", - "spans": [ - [ - 0, - 69 - ], - [ - 69, - 105 - ], - [ - 106, - 143 - ], - [ - 144, - 297 - ], - [ - 298, - 310 - ], - [ - 310, - 455 - ], - [ - 456, - 471 - ], - [ - 471, - 980 - ], - [ - 980, - 1063 - ], - [ - 1063, - 1235 - ], - [ - 1235, - 1402 - ], - [ - 1402, - 1467 - ], - [ - 1467, - 1574 - ], - [ - 1575, - 1622 - ], - [ - 1622, - 1854 - ], - [ - 1854, - 2075 - ], - [ - 2075, - 2378 - ], - [ - 2378, - 2646 - ], - [ - 2646, - 2825 - ], - [ - 2826, - 2852 - ], - [ - 2852, - 3042 - ], - [ - 3043, - 3052 - ], - [ - 3052, - 3104 - ], - [ - 3104, - 3127 - ], - [ - 3127, - 3199 - ], - [ - 3199, - 3341 - ], - [ - 3341, - 3865 - ], - [ - 3866, - 3965 - ], - [ - 3966, - 3974 - ], - [ - 3975, - 4024 - ], - [ - 4025, - 4032 - ], - [ - 4033, - 4068 - ], - [ - 4068, - 4102 - ], - [ - 4103, - 4116 - ], - [ - 4117, - 4149 - ], - [ - 4149, - 4180 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001017545/000101287097001500/0001012870-97-001500.txt" - }, - { - "id": 443, - "file_name": "1018761_0000950130-96-004285_document_6.txt", - "text": "[LOGO]\nTeleService Resources\nTELESERVICE RESOURCES\nNON DISCLOSURE AND NONCOMPETE AGREEMENT\nThis agreement is made as of the 1st of March, 1996, by and between TeleService Resources (TSR)(the \"Providing Party\") and Computer Generated Solutions, Inc. (CGS) (the \"Receiving Party\").\nIn connection with discussions between TSR and CGS, it will be necessary for CGS to review certain documentation and information considered proprietary by TSR. In view of TSR's desire that such documentation and information be maintained in confidence, it is hereby agreed that for a period of five (5) years commencing on the date of this Agreement, CGS shall not disclose or otherwise make available to a third party any proprietary information and documentation received from TSR that is identified as confidential (\"Confidential Information\"). All Confidential Information transmitted hereunder shall be and remain the property of TSR, and all such Information and any copies thereof shall be promptly returned to TSR upon request or destroyed at TSR's option.\nConfidential Information shall mean any non-public, confidential proprietary information, services to be rendered or transactions contemplated hereby, including without limitation, pricing and material terms and conditions of services offered, intellectual property, enabling software, programming, except that Confidential Information does not include any information that:\n(i) is required by law to be disclosed (ii) was available to the Receiving Party prior to its disclosure by the Providing Party\n(iii) was known or becomes generally available to the public or to competitors of the parties hereto other than as a result of disclosure by the Receiving Party\nFurthermore, in the event that TSR and CGS enter into program-specific Agreements whereby CGS will provide help desk call handling services to TSR, those services will be provided for TSR's client programs. CGS agrees not to pursue independent business relations with any of TSR's clients for which it provides services for a minimum period of two (2) years from the end date of the program-specific Agreement(s)\n/s/ Steve Carter Date: 3/1/96\n--------------------- ------------\nSteve Carter, Vice President\nCMC Division\nComputer Generated Solutions, INc.\n/s/ L.L. Curtis Date: 3/1/96\n-------------------------------- ------------\nLauri Curtis, Group President\nTeleService Resources/Data Management Services\n", - "spans": [ - [ - 0, - 6 - ], - [ - 7, - 28 - ], - [ - 29, - 50 - ], - [ - 51, - 90 - ], - [ - 91, - 279 - ], - [ - 280, - 440 - ], - [ - 440, - 828 - ], - [ - 828, - 1044 - ], - [ - 1045, - 1419 - ], - [ - 1420, - 1459 - ], - [ - 1459, - 1547 - ], - [ - 1548, - 1708 - ], - [ - 1709, - 1916 - ], - [ - 1916, - 2121 - ], - [ - 2122, - 2151 - ], - [ - 2152, - 2174 - ], - [ - 2174, - 2186 - ], - [ - 2187, - 2215 - ], - [ - 2216, - 2220 - ], - [ - 2220, - 2228 - ], - [ - 2229, - 2263 - ], - [ - 2264, - 2292 - ], - [ - 2293, - 2326 - ], - [ - 2326, - 2338 - ], - [ - 2339, - 2368 - ], - [ - 2369, - 2415 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001018761/000095013096004285/0000950130-96-004285.txt" - }, - { - "id": 445, - "file_name": "1021096_0000914317-03-001205_ex2-2.txt", - "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nTHIS NON-COMPETITION AND NON-DISCLOSURE AGREEMENT (the \"Agreement\") is made and entered into as of the 1st day of April, 2003, by and between BELCAN CORPORATION, an Ohio corporation (\"Belcan\"), and ARC COMMUNICATIONS, INC., a New Jersey corporation (\"ARC\"). All initially capitalized terms not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (later defined).\nWHEREAS, the parties hereto are parties to a certain Stock Purchase Agreement (the \"Purchase Agreement\") dated as of April 1, 2003, pursuant to which ARC agreed to sell to Belcan the Purchased Shares in the Company;\nWHEREAS, ARC will receive valuable consideration from Belcan for the sale of the Purchased Shares in the Company and will also receive the Note as additional consideration for its covenants contained herein;\nWHEREAS, ARC has had access to all material and otherwise confidential information relating to the Company;\nWHEREAS, the Company is engaged in the business of providing on-line training to professionals in the medical arena (the \"Business\");\nWHEREAS, Belcan would not be willing to enter into the Purchase Agreement without the agreement of ARC to execute this Non-Competition and Non-Disclosure Agreement, and Belcan has expressly conditioned its obligations under the Purchase Agreement on the entering into of this Non-Competition and Non-Disclosure Agreement.\nNOW, THEREFORE, in pursuance of the above and in consideration of the terms and conditions contained herein and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Non-Disclosure of the Company's Confidential Information and Trade Secrets. ARC has learned trade secrets and confidential information of the Company, including, but not limited to, the software of the Company, marketing, price information, customer lists, identities of customer contact persons, lists of prospective customers, market research, sales systems, marketing programs, budgets, pricing strategy, identity and requirements of national accounts, methods of operating, other trade secrets and confidential information regarding customers and employees of the Company or its customers and other information about the Company's Business that is not readily known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know such information (collectively, the \"Confidential Information\"). ARC acknowledges that the Company has invested substantial sums in the development of its Confidential Information. ARC covenants and agrees that they will not, directly or indirectly, disclose or communicate to any person or entity any Confidential Information of the Company; except (i) in connection with the enforcement of ARC's rights under the Purchase Agreement, or (ii) as otherwise required by law. This covenant has no geographical or territorial restriction or limitation and applies no matter where ARC may be located in the future.\n2. Non-Solicitation Covenant. For a period of five (5) years from the date hereof, ARC, acting either directly or indirectly, through any other person, firm, or corporation, covenants and agrees not to (i) induce or attempt to induce or influence any employee of the Company to terminate employment with the Company when the Company desires to retain that person's services; (ii) in any way interfere with the relationship between the Company and any employee of the Company; or (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Company.\n3. Non-Competition. For a period of five (5) years from the date hereof, ARC shall not, acting directly or indirectly, (i) have any ownership interest in any competing business, (ii) call on, solicit or have business communications with respect to a competing business with any of the Company's customers or prospective customers for the purpose of obtaining competing business from such customer or prospective customer other than for the benefit of the Company, or (iii) participate in the formation or start-up of a competing business. As used in this Agreement, the term \"competing business\" means any business competing with the Company for the Company's Business anywhere in the United States. As used in this Agreement, the term \"customer\" means any customer of the Company whose identity ARC learned through ARC's ownership of the Company or with whom ARC had business contact during the twelve (12) months immediately prior to the date hereof.\n4. Return of Confidential Information. Upon the Closing (as defined in the Purchase Agreement) of the transactions contemplated by the Purchase Agreement, ARC agrees that all copies and originals of all documents and other materials containing or referring to the Company's Confidential Information as may be in ARC's possession, or over which ARC may have control, shall be delivered by ARC to Belcan immediately, with no request being required.\n5. Injunctive Relief. ARC acknowledges and agrees that a breach of any of the covenants set forth in this Agreement will cause irreparable injury and damage to Belcan for which Belcan would have no adequate remedy at law, and ARC further agrees that in the event of said breach, Belcan, without having to prove damages, shall be entitled to an immediate restraining order and injunction to prevent such violation or continued violation, and to all costs and expenses, including Belcan's reasonable attorney fees, in addition to any other remedies to which Belcan may be entitled at law or equity.\n6. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable in any respect, Belcan and ARC agree that such term or provision shall be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law.\n7. Assignment. This Agreement shall be binding upon and inure to the benefit of Belcan, its successors and assigns.\n8. Governing Law, Forum Selection, and Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of Ohio.\nThe remainder of this page intentionally left blank.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.\nWITNESSES: BELCAN CORPORATION\nBY: /s/Richard J. Lajoie, Jr.\nRichard J. Lajoie, Jr.\nVice President\nARC COMMUNICATIONS, INC.\nBY: /s/ Michael Rubel\n-----------------------------\nMichael Rubel\nChief Operating Officer\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 303 - ], - [ - 303, - 440 - ], - [ - 441, - 656 - ], - [ - 657, - 864 - ], - [ - 865, - 972 - ], - [ - 973, - 1106 - ], - [ - 1107, - 1428 - ], - [ - 1429, - 1676 - ], - [ - 1677, - 1756 - ], - [ - 1756, - 2522 - ], - [ - 2522, - 2638 - ], - [ - 2638, - 2807 - ], - [ - 2807, - 2895 - ], - [ - 2895, - 2930 - ], - [ - 2930, - 3066 - ], - [ - 3067, - 3087 - ], - [ - 3087, - 3097 - ], - [ - 3097, - 3269 - ], - [ - 3269, - 3442 - ], - [ - 3442, - 3546 - ], - [ - 3546, - 3661 - ], - [ - 3662, - 3682 - ], - [ - 3682, - 3781 - ], - [ - 3781, - 3840 - ], - [ - 3840, - 4129 - ], - [ - 4129, - 4201 - ], - [ - 4201, - 4362 - ], - [ - 4362, - 4614 - ], - [ - 4615, - 4654 - ], - [ - 4654, - 5061 - ], - [ - 5062, - 5084 - ], - [ - 5084, - 5658 - ], - [ - 5659, - 5676 - ], - [ - 5676, - 5956 - ], - [ - 5957, - 5972 - ], - [ - 5972, - 6072 - ], - [ - 6073, - 6146 - ], - [ - 6146, - 6212 - ], - [ - 6213, - 6265 - ], - [ - 6266, - 6371 - ], - [ - 6372, - 6401 - ], - [ - 6402, - 6431 - ], - [ - 6432, - 6454 - ], - [ - 6455, - 6469 - ], - [ - 6470, - 6494 - ], - [ - 6495, - 6516 - ], - [ - 6517, - 6546 - ], - [ - 6547, - 6560 - ], - [ - 6561, - 6584 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 18, - 21 - ] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Contradiction", - "spans": [ - 12 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001021096/000091431703001205/0000914317-03-001205.txt" - }, - { - "id": 447, - "file_name": "1029445_0000940180-97-000212_document_12.txt", - "text": "NON-DISCLOSURE AGREEMENT\nThis agreement, made and entered into this 15th day of April, 1996, by and between Assessment Systems, Inc., a corporation having an office at 780 Third Avenue, New York, N.Y. 10017 (hereinafter referred to as \"CONSULTANT\") and Telesector Resources Group, Inc, (\"NYNEX\"), a corporation duly organized and existing under the laws of the State of Delaware and having an office at 240 East 38th Street, New York, New York 10016. NYNEX shall remain and include Telesector Resources Group, Inc., its holding and parent companies, and its or their affiliates and subsidiaries.\nWITNESSETH THAT:\nWHEREAS, in order for CONSULTANT to provide consultant services to NYNEX it may be necessary or desirable for NYNEX to disclose to CONSULTANT certain confidential and proprietary material, information, data, and other communications concerning NYNEX's past, current, future and proposed or potential customers, products, services, operations, business forecasts, procurement requirements, plans strategies and technology; and\nWHEREAS, CONSULTANT and NYNEX wish to define the agreed upon terms and conditions governing the confidentially of material, information and data furnished and to be furnished by NYNEX to CONSULTANT in connection with its present and future business plans.\nNOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and undertakings expressed herein, agree with each other as follows:\n1. For the purposes of this Non-Disclosure Agreement, the term \"Confidential Information\" shall mean material, information, data and other communications (a) disclosed by NYNEX and/or one or more of its parent, subsidiary or affiliated corporations, appropriately marked as \"Confidential,\" \"Proprietary\" or the like or otherwise disclosed in a manner consistent with its proprietary and confidential nature; or (b) produced during the course of the working relationship between NYNEX and CONSULTANT, which would either give NYNEX' competitors an advantage or diminish or eliminate NYNEX' advantage over its competitors.\n2. ALL NYNEX Confidential Information:\n(a) is hereby acknowledged by CONSULTANT to be of a proprietary nature to, and to constitute secrets of NYNEX;\n(b) shall not be copied, used, distributed, disclosed, disseminated or communicated in any way or form by CONSULTANT whether or not for its own benefit, to anyone outside or within its own organization, except on a \"need-to-know\" basis to the extent necessary for: (i) negotiations, discussions and consultations with personnel or authorized representatives of NYNEX; (ii) supplying NYNEX with products or services at its order; (iii) preparing bids, estimates and proposals for submission to NYNEX; and (iv) any other purpose which NYNEX may authorize in writing;\n(c) shall not be used by CONSULTANT for any purposes other than those set forth herein, without the experts prior written permission of NYNEX;\n(d) shall be held by CONSULTANT in the strictest confidence, and shall be treated by it with the same degree of care to avoid disclosure to any third party as is used with respect to CONSULTANT'S own information of like importance, or, a minimum, shall be treated with a reasonable degree of care to avoid any such disclosure. CONSULTANT shall be liable for the disclosure of Confidential Information of NYNEX if such care is not used. The burden shall be upon CONSULTANT to show that such care, in fact, was used; and\n(e) Confidential Information is hereby acknowledged by CONSULTANT to be the sole property of NYNEX and shall be returned to NYNEX (including, without limitation, all materials, documents, drawings, models, apparatus, sketches, designs, specifications and lists, encompassing or evidencing same or related thereto, and all copies/formats thereof), within seven (7) days after receipt by CONSULTANT of a written request from NYNEX setting forth the Confidential Information to be returned. Upon receipt of such request, CONSULTANT also shall erase or destroy any such Confidential Information in any computer memory or data storage apparatus.\n3. The obligations set forth in Paragraph 2 hereof shall not apply, or shall terminate, with respect to any particular portion of NYNEX Confidential Information which:\n(a) was in CONSULTANT's possession, free of any obligation of confidence, prior to receipt from NYNEX, as proven by CONSULTANT's written records; provided, however, that CONSULTANT immediately informs NYNEX, in writing, to establish its prior possession;\n(b) is already in the public domain at the time NYNEX communicates it to CONSULTANT, or becomes available to the public through no breach of this Non-Disclosure Agreement by CONSULTANT;\n(c) is received independently from a third party free to disclose such information to CONSULTANT;\n(d) is developed by CONSULTANT, independently of and without reference to any Confidential Information of NYNEX or any other information that NYNEX has disclosed in confidence to any third party, as proven by CONSULTANT's written records;\n(e) is disclosed by CONSULTANT to a third party, with the express prior written permission of NYNEX;\n(f) is disclosed by CONSULTANT in order to satisfy any legal requirement of any competent government body; provided, however, that immediately upon CONSULTANT's receipt of any such request, CONSULTANT shall first advise NYNEX of same before making any disclosure to such body, so that NYNEX may either interpose an objection to such disclosure before such body, or take action to assure confidential handling of the Confidential Information by such body, or take other action to protect the Confidential Information which NYNEX deems appropriate under the circumstances; or\n(g) in any event, five (5) years after the date of execution of this Non-Disclosure Agreement.\n4. Nothing contained in this Non-Disclosure shall be construed as obligating NYNEX to disclose any particular information to CONSULTANT.\n5. Nothing contained in this Non-Disclosure Agreement shall be construed as granting to or conferring on CONSULTANT, expressly or impliedly, any rights, by license or otherwise, to the Confidential Information of NYNEX or any other material, information or data, or any invention, discovery, improvement or product conceived, made or acquired prior to, on or after the date of this Non-Disclosure Agreement.\n6. CONSULTANT warrants and represents that CONSULTANT has bound its employees, agents and subcontractors to the terms and conditions of this Agreement or that each and every employee, agent or subcontractor has personally executed a Non-Disclosure Agreement containing terms and conditions no less stringent than the terms and conditions contained herein; and furthermore CONSULTANT hereby agrees to indemnify, hold harmless and defend NYNEX from and against any loss, cost, damage, expense or claim arising out of any breach of this provision or the failure of CONSULTANT or its employees, agents or subcontractors to protect such Confidential Information.\n7. This Non-Disclosure Agreement shall become effective upon the day and year first written, and shall remain in effect until terminated in writing by either party. Notwithstanding any such termination, the rights and obligations with respect to the disclosure of Confidential Information set forth herein shall survive the termination of this Non-Disclosure Agreement.\n8. CONSULTANT further agrees that it shall not, without the prior written consent of NYNEX, make any news release, public announcement, or denial or confirmation of all or any part of the discussions or negotiations, or in any manner advertise or publish the fact that the parties have entered into discussions or negotiations with each other, or disclose any details connected with such discussions or negotiations to any third party, including any disclosure with respect to this Non-Disclosure Agreement, the negotiations culminating herein, or any phase of any program hereunder.\n9. No term or provision of this Non-Disclosure Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to waiver of, or be cause for, any other, different or subsequent breach.\n10. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of New York.\nASSESSMENT SYSTEMS, INC. NYNEX\nBy: /s/ Eli Salig By: /s/ Harold Bell\nName: ELI SALIG Name: HAROLD BELL\nprint print\nTitle: EVP Title: DIRECTOR\nDate: 10 MAY 1996 Date: 5/14/96\nACCEPTANCE SHALL BE INDICATED BY (1) SIGNING AND (2) RETURNING DUPLICATE\nAssessment Systems, Inc. Telesector Resources Group, Inc\n780 Third Avenue, 22nd floor (A NYNEX Company)\nNew York, N.Y. 10017 240 East 38th Street, 15th floor\nAttn: Mr. Bernard Reynolds New York, N.Y. 10016\nAttn: Mr. Sean Mahoney - SPL\nSERVICE: Testing, assessment and interview process of additional field personnel.\nTelesector Resources Group, Inc., (herein after referred to as NYNEX) Agreement with you No. G12463P is amended as follows:\nEffective July 9th, 1996, Exhibit A--Statement of Work, will be expanded to provide services for additional NYNEX field personnel, and Exhibit B--Compensation, will be modified to provide for compensation for the additional service. Exhibits A and B are attached and are made part of the Agreement.\nAll other Terms and Conditions of the Agreement are reaffirmed and remain in effect to the extent that they do not conflict with this Agreement.\n(1) Sign Here and (2) Return To Address Above:\nTELESECTOR RESOURCES GROUP, INC.\nASSESSMENT SYSTEMS, INC. (A NYNEX COMPANY)\nBy /s/ Eli Salig By /s/ Harold Bell\nTitle EXEC. V.P Title Dir Strategic Servicing\nName ELI SALIG Name HAROLD BELL\n(print) (print)\nAccepted: Date 24 July 1996\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 451 - ], - [ - 451, - 595 - ], - [ - 596, - 612 - ], - [ - 613, - 1038 - ], - [ - 1039, - 1294 - ], - [ - 1295, - 1440 - ], - [ - 1441, - 1595 - ], - [ - 1595, - 1852 - ], - [ - 1852, - 2060 - ], - [ - 2061, - 2099 - ], - [ - 2100, - 2210 - ], - [ - 2211, - 2476 - ], - [ - 2476, - 2579 - ], - [ - 2579, - 2640 - ], - [ - 2640, - 2715 - ], - [ - 2715, - 2775 - ], - [ - 2776, - 2918 - ], - [ - 2919, - 3246 - ], - [ - 3246, - 3355 - ], - [ - 3355, - 3437 - ], - [ - 3438, - 3926 - ], - [ - 3926, - 4078 - ], - [ - 4079, - 4246 - ], - [ - 4247, - 4501 - ], - [ - 4502, - 4687 - ], - [ - 4688, - 4785 - ], - [ - 4786, - 5024 - ], - [ - 5025, - 5125 - ], - [ - 5126, - 5699 - ], - [ - 5700, - 5794 - ], - [ - 5795, - 5931 - ], - [ - 5932, - 6339 - ], - [ - 6340, - 6997 - ], - [ - 6998, - 7021 - ], - [ - 7021, - 7163 - ], - [ - 7163, - 7367 - ], - [ - 7368, - 7951 - ], - [ - 7952, - 8167 - ], - [ - 8167, - 8365 - ], - [ - 8366, - 8522 - ], - [ - 8523, - 8548 - ], - [ - 8548, - 8553 - ], - [ - 8554, - 8591 - ], - [ - 8592, - 8625 - ], - [ - 8626, - 8637 - ], - [ - 8638, - 8664 - ], - [ - 8665, - 8689 - ], - [ - 8689, - 8696 - ], - [ - 8697, - 8730 - ], - [ - 8730, - 8746 - ], - [ - 8746, - 8769 - ], - [ - 8770, - 8826 - ], - [ - 8827, - 8873 - ], - [ - 8874, - 8909 - ], - [ - 8909, - 8927 - ], - [ - 8928, - 8975 - ], - [ - 8976, - 9004 - ], - [ - 9005, - 9086 - ], - [ - 9087, - 9157 - ], - [ - 9157, - 9210 - ], - [ - 9211, - 9444 - ], - [ - 9444, - 9509 - ], - [ - 9510, - 9654 - ], - [ - 9655, - 9673 - ], - [ - 9673, - 9701 - ], - [ - 9702, - 9734 - ], - [ - 9735, - 9760 - ], - [ - 9760, - 9777 - ], - [ - 9778, - 9789 - ], - [ - 9789, - 9813 - ], - [ - 9814, - 9826 - ], - [ - 9826, - 9859 - ], - [ - 9860, - 9891 - ], - [ - 9892, - 9907 - ], - [ - 9908, - 9935 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21, - 32 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 23, - 27, - 30 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21, - 22 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 10, - 12 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 26, - 30 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001029445/000094018097000212/0000940180-97-000212.txt" - }, - { - "id": 448, - "file_name": "1030471_0001012870-01-501268_dex1065.txt", - "text": "EXHIBIT C: MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nTHIS AGREEMENT IS ENTERED INTO BY AND BETWEEN COMPANY, INC., 1275 HARBOR BAY PARKWAY, SUITE 100, ALAMEDA, CA 94502 (\"Company\") AND TELECOMMUNICATIONS D'HAITI S.A.M. (\"BUYER\").\n1. This Agreement shall apply to all confidential and proprietary information disclosed by the parties to the other, including but not limited to confidential product planning information, product specifications and other proprietary and business and technical information (hereinafter referred to as \"Confidential Information\"). As used herein, \"Confidential Information\" shall be in written, graphic, machine recognizable or other tangible or electronic form and marked \"Confidential\" or \"Proprietary\" or shown by implication that it is imparted or disclosed in confidence, or if disclosed orally or visually, shall be reduced to writing in summary form, identified as \"Confidential Information\" and sent to the Receiving Party within 15 days following such oral or visual disclosure.\n2. Company and BUYER mutually agree to hold the other party's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties except after receiving prior consent by the disclosing party in writing. Company and BUYER shall use the same degree of care to avoid disclosure of such Confidential Information as each employs with respect to its own proprietary information of like importance or a greater degree if reasonable.\n3. Company and BUYER agree that they will not use the other party's Confidential Information for any purpose other than for the intended purposes, without the prior written permission of the other party.\n4. Company and BUYER mutually agree they may disclose such Confidential Information to their respective responsible employees with a bona fide need to know, and Company and BUYER agree to instruct all such employees not to disclose such Confidential Information to third parties and will ensure that such employees have agreed to similar non-disclosure provisions with Company or the BUYER, its own employees respectively.\n5. Information shall not be deemed Confidential Information and the receiving party shall have no obligation regarding any information for which it can be proven in written documentation (a) is already known to the receiving party at the time that it is disclosed without use of the Confidential Information; (b) is or becomes publicly known through no wrongful act contrary to this Agreement of the receiving party; (c) is rightfully received from a third party without obligation of confidence or restriction on disclosure from receiving party and without breach of this Agreement; (d) is independently developed by the receiving party without use of Confidential Information; (f) is disclosed pursuant to a requirement of a valid court order provided that the Receiving Party provides (i) prior written notice for the disclosing party of such obligation and (ii) the opportunity to oppose such disclosure and (iii) it is disclosed for the extent and purposes or the order only.\n6. All Confidential Information shall remain the property of the disclosing party, and upon the written request of either party, the other party shall promptly return to the disclosing party all Confidential Information disclosed to it and all copies thereof or at the disclosing party's option shall destroy all such Confidential Information and shall provide the receiving party with a certificate that all Confidential Information has been destroyed.\n7. Company and BUYER recognize and agree that nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise to any Confidential Information disclosed pursuant to this Agreement.\n8. This agreement shall be binding upon and inure to the benefit of the party's successors and assigns. This Agreement shall not be assignable by either party for the written consent of the other party, and any purported assignment not permitted hereunder shall be void. This document constitutes the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous, understandings and agreements, either oral or written, between the parties or any official or representative thereof.\n9. The obligations undertaken by each party pursuant to this Agreement shall remain in effect for three years from the last date of disclosure of Confidential Information, and shall survive any termination or expiration hereof.\n10. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the either with respect to the infringement of trademarks, patents, copyrights; any right of privacy; or any rights of third persons.\n11. The parties hereto are independent contractors.\n12. This Agreement may be modified only by written amendment signed by both parties. This Agreement shall be construed in accordance with the laws of the State of California without regard to the conflict of laws provisions and shall be subject to the jurisdiction of the courts of the State of California.\n13. The receiving party may make copies of Confidential Information only to the extent necessary for the purpose of this Agreement provided that the copies are marked \"Confidential\" and treated as Confidential Information in accordance with the terms of this Agreement.\n14. 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Both parties agree to maintain complete confidentiality concerning the business affairs of the other and all proprietary information which each may receive from the other. Both parties agree to assume that any information which is divulged to the other is proprietary information and each agrees not to divulge or disseminate any such proprietary information to third parties without the written consent of the other. Neither party may use information divulged to the other in any independent trade or business enterprise or financing transaction. Both parties agree not to circumvent each other in dealing with the contacts of the other. Each party agrees to negotiate directly and solely with and through the other to any new potential financing, joint ventures, mergers, acquisition or other opportunities, which one makes known to the other, and each shall specify the particular capital sources and/or project.\nBoth parties agree not to contact the clients of the other for any reason without written consent of the other and will take all the necessary precautions to insure that the parties' clients will not communicate directly without written consent.\nAll notices of discharge, termination or discontinuance of service, by the other party, must be submitted in written form and sent by certified mail or verified e-mail to the address of record of the notified party.\nIN WITNESS WHEREOF, the parties have executed this agreement, which is effective as of the date of execution.\nAMERICAN SOIL TECHNOLOGIES INC. AGRIBLEND DIVISION\nOfficer: /s/ S. F. Lee\nDate: 7/25/01\nThe undersigned has received a copy of this Agreement this 25th day of July, 2001 and agrees to the terms set forth herein.\nCompany Name: BioPlusNutrients\nOFFICER: /s/ JOHN H. KUNZ\nDate: 7/25/01\n", - "spans": [ - [ - 0, - 43 - ], - [ - 44, - 352 - ], - [ - 352, - 524 - ], - [ - 524, - 770 - ], - [ - 770, - 900 - ], - [ - 900, - 991 - ], - [ - 991, - 1267 - ], - [ - 1268, - 1513 - ], - [ - 1514, - 1729 - ], - [ - 1730, - 1839 - ], - [ - 1840, - 1872 - ], - [ - 1872, - 1890 - ], - [ - 1891, - 1913 - ], - [ - 1914, - 1927 - ], - [ - 1928, - 2051 - ], - [ - 2052, - 2082 - ], - [ - 2083, - 2108 - ], - [ - 2109, - 2122 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 3 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001031896/000095014701501725/0000950147-01-501725.txt" - }, - { - "id": 450, - "file_name": "1039399_0000891618-02-001883_f80848orex10-19.txt", - "text": "NON-DISCLOSURE AGREEMENT\nFFI Contact Name: ____________________ FFI Contact Phone:___________________\nFORMFACTOR, INC.\nNON-DISCLOSURE AGREEMENT\n(COMPANY)\nThis Non-Disclosure Agreement (\"Agreement\") dated as of ________________________ (\"Effective Date\"), is by and between FormFactor, Inc. (\"FormFactor\"), a Delaware corporation, having an office at 5666 La Ribera Street, Livermore, CA 94550, and\nName: , ____________________________________________________________ having an office at\nStreet Address:____________________________________________________,\nCity, State, Zip Code:____________________________________________, on its own behalf and on behalf of its parents, subsidiaries and affiliated companies (collectively \"Recipient\").\nFormFactor desires to disclose, and Recipient desires to receive for its own internal evaluation, information relating to certain of FormFactor's technologies and business strategies, which information is deemed to be confidential, secret and/or proprietary to FormFactor, for the sole purpose of assisting in the determination of their mutual interest in a business relationship (\"Purpose\"). Accordingly, FormFactor and Recipient agree as follows:\n1. CONFIDENTIAL INFORMATION.\n1.1 \"Confidential Information\" shall mean:\n(a) All information disclosed by FormFactor to Recipient whether such information is disclosed in written, graphic, electronic, oral or sample form; and\n(b) All component specifications, component and contact structures, equipment designs, electronic configurations, manufacturing processes and methodologies, including any information which can be obtained by examination, testing, repair, reverse engineering and analysis of any hardware, or component part thereof comprising, relating to, or a part of a product manufactured or assembled with FormFactor's technology, notwithstanding the fact that the requirements for marking and designation referred to in Paragraph 2.1 have not been fulfilled.\n1.2 Confidential Information shall not include information that Recipient can demonstrate, through extant, contemporaneously prepared, written records:\n(a) Is or becomes part of the public domain through no fault or breach on the part of Recipient, any of its subsidiaries, affiliates or persons to whom Confidential Information is disclosed as permitted by this Agreement; or\n(b) Is known to Recipient or any of its subsidiaries or affiliates prior to the disclosure by FormFactor; or\n(c) Is subsequently rightfully obtained by Recipient or any of its subsidiaries or affiliates from a third party who has the legal right to disclose or transfer it to Recipient.\n2. DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION.\n2.1 As to any information which FormFactor regards as \"Confidential Information\", disclosures by FormFactor following the Effective Date are subject to and in FormFactor's sole and absolute discretion and will be made as follows:\n(a) If such information is in writing, or in a drawing, or in some other tangible form, such information at the time of such disclosure will be clearly marked as \"Confidential Information\"; and\n(b) In the event that such information is orally disclosed, as may happen during exchanges between the parties, FormFactor shall state that the information disclosed is Confidential Information.\n2.2 As to any information whether or not specifically designated by FormFactor as \"Confidential Information\" (as hereinabove described), FormFactor reserves all of its rights and remedies as may now or in the future be accorded to FormFactor under the patent and copyright laws as may apply to the disclosure or use of such information by Recipient.\n2.3 Recipient shall use Confidential Information solely and exclusively for the purpose of this Agreement. Recipient shall not use Confidential Information for the benefit of any other party, or disclose, publish, disseminate or copy Confidential Information or any part thereof, to any other person, corporation or other organization without, in each case, obtaining the prior written consent of FormFactor. Recipient shall restrict any and all circulation of Confidential Information to a limited number of its employees on a \"need to know basis\" for the exclusive purpose of reviewing the Confidential Information for the Purpose of this Agreement. Recipient acknowledges that all information is provided \"AS IS\" and without any warranty, whether express or implied, as to its accuracy or completeness, non-infringement or use for particular purpose.\n2.4 Recipient shall not reverse engineer, decompile or disassemble any of the Confidential Information or any products or samples containing Confidential Information; provided, however, Recipient may examine FormFactor's products or samples for the sole purpose of internally evaluating them. Recipient may examine FormFactor's products or samples for the sole purpose of internally evaluating them. Recipient shall use its best efforts to safeguard against the unauthorized use or disclosure of Confidential Information, and take security precautions at least as great as the precautions it takes to protect its own confidential and proprietary information and materials.\n2.5 Notwithstanding anything to the contrary herein provided, Recipient shall not:\n(a) Deliver or leave any samples; parts or products containing Confidential Information to or with third party;\n(b) Disclose to any third party the manufacturing or assembly process used by FormFactor, or the structure of FormFactor's electronic interconnect technology products; and/or\n(c) Disclose to any third party any evaluation and testing date or results, unless FormFactor gives prior written approval of such disclosure.\n2.6 Neither execution of this Agreement nor the furnishing of any Confidential Information to Recipient shall be construed as granting to Recipient, either expressly or by implication, estoppel, or otherwise, any license or right to (a) make use of any such Confidential Information, or (b) any patents or other intellectual property of FormFactor, other than for the purpose. Recipient agrees that neither it nor any of its subsidiaries, affiliates or representatives will use Confidential Information for outer than the purpose without the specific and written express consent of FormFactor prior to such use. Furthermore, Recipient agrees that Confidential Information is the sole property of FormFactor and that Recipient has no proprietary interest in such information whatsoever.\n2.7 Within ten (10) business days of receipt of FormFactor's written request, Recipient will return to FormFactor all information and materials, including but not limited to documents, drawings, programs, lists, models, records, compilations, notes, extracts, summaries, and any samples or parts containing Confidential Information, and all copies thereof containing Confidential Information, regardless of whether prepared by FormFactor or Recipient or any of its subsidiaries, affiliates or representatives. Fur purposes of this Paragraph 2.7, the term \"documents\" includes all information fixed in any tangible medium or expression, in whatever furor or format whether known or hereafter created.\n2.8 Recipient hereby acknowledges and agrees that unauthorized use or disclosure of Confidential Information Would cause serious and irreparable harm and significant injury to FormFactor that may be difficult or impossible to ascertain. Accordingly, Recipient agrees that FormFactor will have, in addition to all outer remedies at law or in equity, the right to seek and obtain immediate injunctive relief for the actual or threatened unauthorized use or disclosure of Confidential Information. Recipient shall notify FormFactor immediately upon the discovery of any unauthorized disclosure or use of Confidential Information, or any other breach of this Agreement by Recipient. Recipient will cooperate with FormFactor in every reasonable way to help FormFactor regain possession of the Confidential Information and prevent further unauthorized use.\n3. EXPORT RESTRICTIONS. Recipient agrees that it will not in any form export, reexport, resell, ship or divert or cause to be exported, reexported, resold, stripped or diverted, directly or indirectly, any product or technical data to any country for which the United States Government or any agency thereof at the time of export or reexport requires an export license or other government approval without first obtaining such approval.\n4. TERMS. This Agreement shall be effective as of the Effective Date and may be terminated by FormFactor with respect to further disclosures upon thirty (30) days written notice. All obligations of confidentiality and restrictions on the use of Confidential Information created under and by this Agreement shall remain in force and effect for five (5) years from the date any Confidential Information is or was disclosed by FormFactor Recipient or, in the event that FormFactor and the Recipient enter into a business relationship following the date of this Agreement, five (5) years following the date such business relationship terminates, whichever is later. All other terms and conditions of this Agreement shall survive the termination of this Agreement.\n5. NO OBLIGATIONS. This Agreement and any action taken pursuant to the terms and conditions hereof shall not obligate either party to enter into any other business relationship. The terms and conditions of any such relationship shall be subject to separate negotiation and agreement of the parties.\n6. MISCELLANEOUS.\n6.1 This Agreement is the entire agreement between FormFactor and Recipient with respect to the subject matter contained herein and supersedes any prior or contemporaneously oral or written agreements concerning this subject matter. This Agreement may not be amended except by written agreement signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n6.2 This Agreement may not be assigned or transferred by Recipient without FormFactor's prior written consent.\n6.3 This Agreement will be governed and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties hereby agree to submit themselves to the jurisdiction of the federal and state courts within Santa Clara County, California.\nIN WITNESS THEREOF, FormFactor and Recipient have executed this Agreement as of the Effective Date.\n\"FORMFACTOR\": \"RECIPIENT\":\nFormFactor, Inc. 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47 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001039399/000089161802001883/0000891618-02-001883.txt" - }, - { - "id": 453, - "file_name": "1043431_0000950133-00-000090_document_15.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into on October 14, 1999 between Best Software, Inc., with its principal place of business at 11413 Issac Newton Square, Reston, VA 20190 and Sage Software, Inc., with its principal place of business at 56 Technology Drive, Irvine, CA 92618.\nWHEREAS, the Parties are contemplating business and technical discussions concerning a possible business combination.\nWHEREAS, the Parties may need or want to disclose certain Information to each other on a confidential basis to further their discussions concerning such business and technical developments;\nNOW, THEREFORE, in consideration of the disclosure of Information (as defined herein) by either Party, the Parties agree as follows;\n1. Definitions:\n\"Information\" is defined as communications or data including, but not limited to, business information, marketing plans, technical or financial information, customer lists or proposals, sketches, models, samples, computer programs and documentation, drawings, specifications, whether conveyed in oral, written, graphic, or electromagnetic form or otherwise.\n\"Party\" is defined as either entity executing this Agreement and any subsidiary, division, affiliate, or parent company of such entity.\n2. All Information related to the parties' business or technical discussions described in the Preamble to this Agreement that is disclosed by one Party (\"Disclosing Party\") to the other (\"Receiving Party\") shall be protected by the Receiving Party.\n3. Information of the Disclosing Party shall remain the property of the Disclosing Party. The Receiving Party agrees to protect the Information of the Disclosing Party against unauthorized disclosure and warrants that it applies reasonable safeguards against the unauthorized disclosure Information.\n4. The Receiving Party agrees that: (i) the Information shall be used solely for the purpose described in the preamble to this Agreement; (ii) it will not use any Information disclosed hereunder for any other purpose; and (iii) it will not distribute, disclosure or disseminate Information to anyone except its employees and agents with a need to know and who, in each case, have been informed of the confidential nature of the Information and have agreed to be bound by the terms of this Agreement.\n5. The Information shall be treated as confidential and safeguarded hereunder by the Receiving Party for a period of two (2) years.\n6. This Agreement shall not apply to Information that:\n(a) is in or enters the public domain, through no fault of the Receiving Party; or\n(b) is or has been disclosed by the Disclosing Party to the Receiving Party or to a third party without restriction; or\n(c) is already in the possession of the Receiving Party, without restriction and prior to disclosure of the information hereunder; or\n(d) is or has been lawfully disclosed by a third party to the Receiving Party without an obligation of confidentiality.\nNotwithstanding the above, nothing hereunder shall prevent the Receiving Party from disclosing Information which it is required to disclose by court order or pursuant to the rules and regulations of a governmental agency or body, in either case having jurisdiction over the Receiving Party, to the extent so required by such court order or the published rules and regulations of such governmental authority; provided, however, that prior to any such disclosure the Receiving Party shall (i) notify the Disclosing Party promptly in writing of any order or request to disclose and of the facts and circumstances surrounding such order or request so that the Disclosure Party may seek an appropriate protective order and (ii) cooperate with the Disclosing Party in any proceeding to obtain an appropriate protective order.\n7. In the event that the above-mentioned business combination is not completed, each Party agrees not to solicit, entice or offer employment to any employees of the other Party before one (1) year from the date of this Letter; provided, however, that the foregoing shall not prohibit either Party from employing any individual who has received notice of termination from, or ceased to be employed by, the other Party prior to the first time such individuals discussed, directly or with any representatives, employment by the hiring Party.\n8. Each Party acknowledges that in its examination of the Information it will be exposed to material nonpublic information concerning the business and financial condition of the Disclosing Party and consequently the Receiving Party agrees that prior to the date two (2) years from the date hereof, without the prior written approval of the Board of Directors of the Disclosing Party, the Receiving Party will not (and will insure that its affiliates (and any person acting on behalf of or in concern with the Receiving Party or any affiliate) will not) purchase or otherwise acquire (or enter into any agreement or make any proposal to purchase or otherwise acquire) any securities of the Disclosing Party, any warrant or option to purchase such securities, any security convertible into any such securities or any other right to acquire such securities.\n9. Except as expressly provided herein no license or right is granted by the Disclosing Party to the Receiving Party under any patent, patent application, trademark, copyright, software or trade secret.\n10. At the Disclosing Party's request, all Information of the Disclosing Party in tangible form, or any copies thereof, that is in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed.\n11. Each Party agrees that it will not disclose the subject matter or terms of this Agreement or the discussion between the Parties without the written consent of the other Party.\n12. This Agreement shall terminate two (2) years from the date first written above. Any amendment of this Agreement must be in writing and signed by authorized officials of each Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver thereof.\n13. This Agreement shall be governed by the laws of the Commonwealth of Virginia.\nBest Software, Inc. Sage Software, Inc.\nBy: /s/ David N. Bosserman By: /s/ James R. Eckstaedt\nName: David N. Bosserman Name: James R. 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(\"VASCO\") to HUCOM, INC. (\"HUCOM\") concerning the VASCO SmartCard Reader, AccessKey, Digipass and software products.\nThe CONFIDENTIAL INFORMATION is disclosed in confidence so that HUCOM may evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in the commercial exploitation thereof. In consideration of the disclosure, HUCOM agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly available through no act or failure to act on the part of HUCOM as evidenced by written documentation.\nHUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION other than for the above-mentioned purpose(s) and will not disclose CONFIDENTIAL INFORMATION to any other person without the prior written consent of VASCO, except that if HUCOM is a corporation, CONFIDENTIAL INFORMATION may be disclosed to a person within the company on a need-to-know basis. If no satisfactory arrangement is concluded between the parties, or if otherwise requested by VASCO, HUCOM agrees to return to VASCO any written disclosure of CONFIDENTIAL INFORMATION provided by VASCO plus any copies, notes, summaries or other materials derived from the CONFIDENTIAL INFORMATION.\nWith respect to the subject matter set forth above, this Agreement constitutes the entire agreement between the parties and supersedes any previous oral or written representations, understandings or agreements as to the above subject matter.\nVASCO DATA SECURITY, INC. HUCOM, INC.\nT. Kendall Hunt Hideaki Sato\nNAME NAME\nChief Executive Officer CEO & President\nTITLE TITLE\n/s/ T. Kendall Hunt /s/ Hideaki Sato\nSIGNATURE SIGNATURE\n6/3/97 6/3/97\nDATE DATE\n", - "spans": [ - [ - 0, - 45 - ], - [ - 46, - 198 - ], - [ - 198, - 223 - ], - [ - 223, - 314 - ], - [ - 315, - 506 - ], - [ - 506, - 809 - ], - [ - 810, - 1177 - ], - [ - 1177, - 1474 - ], - [ - 1475, - 1716 - ], - [ - 1717, - 1743 - ], - [ - 1743, - 1754 - ], - [ - 1755, - 1783 - ], - [ - 1784, - 1793 - ], - [ - 1794, - 1833 - ], - [ - 1834, - 1845 - ], - [ - 1846, - 1882 - ], - [ - 1883, - 1902 - ], - [ - 1903, - 1916 - ], - [ - 1917, - 1926 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 1, - 2, - 3 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4, - 6 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001044777/000095012498000388/0000950124-98-000388.txt" - }, - { - "id": 457, - "file_name": "1052946_0000950134-98-001627_document_4.txt", - "text": "NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT\nThis agreement is effective as of March 10, 1997 by and between Delta Steel, Inc., a Texas corporation, hereafter referred to as \"Delta\" or \"party\", and FWT, Inc., a Texas corporation, hereafter referred to as \"FWT\" or \"party\".\nWITNESSETH:\n1.0 Both parties understand the nature and character of this Agreement, and intend for this to be a fully binding agreement. The parties may use all legal means at their disposal to enforce this Agreement. Reference to Delta and FWT includes any subsidiary, affiliated or parent companies, and the directors, officers, employees, agents, representatives and contractors of the respective companies.\n1.1 \"Period of Affiliation\", as used below, refers to the period of the business relationship between the parties under the Cooperative Production Agreement dated March 10, 1997.\n1.2 Consideration for compliance with this Agreement is the opportunity to work under the aforementioned Cooperative Production Agreement and any remuneration in any form agreed to by the parties. This Agreement is intended to extend beyond the Period of Affiliation.\n2.0 Both parties agree that its representatives and employees will not at any time, either during or subsequent to the Period of Affiliation, either directly or indirectly, disclose to others or use any secret, confidential or proprietary information and know-how of the other party (whether or not developed by the other party) without that party's written consent. The term \"secret, confidential or proprietary information and know-how\" shall include, but shall not be limited to, company plans, customers, costs, programs, prices, computer programs and methods used, developed, investigated, made or sold, at any time, either before or during the parties' Period of Affiliation.\n2.1 Salary and compensation information is considered confidential and proprietary information, and is fully subject to the disclosure restrictions of this Agreement.\n3.0 The rights and obligations of the parties hereto shall be construed under the laws of the State of Texas and shall be binding upon the heirs, legal representatives and assigns with respect to the subject matter thereof. No changes to this Agreement shall be effective unless made in writing and executed by both parties.\nDELTA STEEL, INC. FWT, Inc.\nP.O. Box 2289 P.O. Box 8597\nHouston, TX 77252 Fort Worth, TX 76124\nBY: /s/ R. A. EMBRY BY: /s/ T. W. MOORE\nTITLE: PRESIDENT TITLE: PRESIDENT\nDATE: 3/10/97 DATE: 3/31/97\n", - "spans": [ - [ - 0, - 40 - ], - [ - 41, - 268 - ], - [ - 269, - 280 - ], - [ - 281, - 406 - ], - [ - 406, - 487 - ], - [ - 487, - 679 - ], - [ - 680, - 858 - ], - [ - 859, - 1056 - ], - [ - 1056, - 1126 - ], - [ - 1127, - 1494 - ], - [ - 1494, - 1808 - ], - [ - 1809, - 1975 - ], - [ - 1976, - 1980 - ], - [ - 1980, - 2200 - ], - [ - 2200, - 2300 - ], - [ - 2301, - 2319 - ], - [ - 2319, - 2328 - ], - [ - 2329, - 2356 - ], - [ - 2357, - 2395 - ], - [ - 2396, - 2435 - ], - [ - 2436, - 2469 - ], - [ - 2470, - 2497 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10, - 11 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 9 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001052946/000095013498001627/0000950134-98-001627.txt" - }, - { - "id": 458, - "file_name": "1053949_0001005150-98-000126_document_8.txt", - "text": "NON-DISCLOSURE AGREEMENT\nI. Non-Disclosure\nIn connection with services now or in the future performed by the undersigned for Goldman, Sachs & Co. or for any subsidiary or affiliate of Goldman, Sachs & Co. (collectively called \"Goldman Sachs\"), the undersigned may have access to non-public information or materials describing or relating to Goldman Sachs or its clients, or third parties to whom Goldman Sachs has a duty of confidentiality, including materials describing or relating to the business affairs, policies or procedures of Goldman Sachs or its clients or such third parties; formulas; strategies; methods; processes; computer materials including source or object codes, data files, computer listings, computer programs, and other computer materials (regardless of the medium in which they are stored); or other information (\"Confidential Information\"). With respect to such Confidential Information, the undersigned acknowledges and agrees as follows:\n1. The undersigned will hold Confidential Information in strict confidence and will not, nor will it permit any agent, servant or employee to, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose Confidential Information to any person, firm or corporation including any partner or employee of Goldman Sachs who does not have a need to know the Confidential Information.\n2. Upon the termination of the services to be performed by the undersigned (or earlier if requested by Goldman Sachs), the undersigned shall return to Goldman Sachs all copies of documents, papers or other material relating to Goldman Sachs or obtained or developed in the course of performing services for Goldman Sachs, or containing or derived from Confidential Information which are in the undersigned's possession, together, if requested by Goldman Sachs, with a certificate signed by the undersigned, in form and substance satisfactory to Goldman Sachs, to the effect that all such Confidential Information has been returned.\nII. Non-Promotion\nThe undersigned agrees that the undersigned will not, without the prior written consent of Goldman Sachs in each instance: (a) use in advertising, publicity or otherwise the name of Goldman Sachs or any trade name, trademark, trade device, servicemark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman Sachs; or (b) represent, directly or indirectly, that any product or any service provided by the undersigned has been approved or endorsed by Goldman Sachs.\nIII. Non-Employment\nThe undersigned affirms that the undersigned is not an employee of Goldman Sachs for any purpose and that the undersigned is not entitled to exercise any rights, or seek any benefit, accruing to the regular employees of Goldman Sachs by virtue of the services rendered by the undersigned to Goldman Sachs or otherwise. The undersigned agrees to provide any assistance necessary to Goldman Sachs in investigating any illegal or fraudulent activities, security breaches or similar situations.\nIV. Background Check and Testing\nThe undersigned agrees that in connection with performing the services contemplated by this Agreement, he or she may be subject to a background check, including employers, education, credit, criminal public record, drug screen or other checking or testing, and the undersigned consents to the foregoing. The undersigned hereby releases Goldman Sachs, its employees and agents from any and all liability or claims arising from such checking and testing and the use and reporting of the results thereof except for those arising due to the negligence of Goldman Sachs.\nThe obligations created by this Agreement shall survive the termination of the services of the undersigned. The undersigned acknowledges that any violation, breach or other failure on the undersigned's part to strictly comply with this Agreement could materially adversely affect Goldman Sachs and its business, thus giving rise to suit for monetary damages and/or injunctive relief for such violation, breach or other failure.\n/s/ Michael R. Cunningham\n(Signature)\nMichael R. Cunningham\n(Print Name)\n(Date)\n29\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 42 - ], - [ - 43, - 865 - ], - [ - 865, - 963 - ], - [ - 964, - 1379 - ], - [ - 1380, - 2011 - ], - [ - 2012, - 2029 - ], - [ - 2030, - 2153 - ], - [ - 2153, - 2372 - ], - [ - 2372, - 2518 - ], - [ - 2519, - 2538 - ], - [ - 2539, - 2858 - ], - [ - 2858, - 3029 - ], - [ - 3030, - 3062 - ], - [ - 3063, - 3367 - ], - [ - 3367, - 3628 - ], - [ - 3629, - 3737 - ], - [ - 3737, - 4056 - ], - [ - 4057, - 4082 - ], - [ - 4083, - 4094 - ], - [ - 4095, - 4116 - ], - [ - 4117, - 4129 - ], - [ - 4130, - 4136 - ], - [ - 4137, - 4139 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001053949/000100515098000126/0001005150-98-000126.txt" - }, - { - "id": 459, - "file_name": "1061148_0001047469-98-018914_document_17.txt", - "text": "NON-DISCLOSURE, ASSIGNMENT OF INVENTIONS AND NON-COMPETITION AGREEMENT\nEmployee Name: Kevin Bennis\nDate: February 2, 1998\nWHEREAS, certain investors have agreed to provide financing (the \"Financing\") to Pathnet, Inc. (the \"Company\") subject to the terms of that certain Investment and Stockholders' Agreement, dated October 31, 1997 (the \"Investment and Stockholders' Agreement\"), by and among the Company, David Schaeffer and the investors identified therein (the \"Investors\");\nWHEREAS, such Financing will significantly benefit the Company and indirectly benefit the above-named Employee, as a stockholder of the Company; and\nWHEREAS, this Non-Disclosure, Assignment of Inventions and Non-Competition Agreement (this \"Agreement\") is a condition to the Investment and Stockholders' Agreement.\nNOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:\n1. NON-DISCLOSURE OBLIGATION. I understand and agree that my employment creates a relationship of confidence and trust between me and the Company with respect to (a) all proprietary and confidential information of the Company, and (b) the confidential information of others with which the Company has a business relationship. The information referred to in clauses (a) and (b) of the preceding sentence is referred to in this Agreement, collectively, as \"Confidential Information.\" I will not at any time, whether during or after the termination of employment, for any reason whatsoever (other than to promote and advance the business of the Company), reveal to any person or entity (both commercial and non-commercial) or use for any purpose other than the furtherance of the Company's business interests any of the trade secrets or Confidential Information, including, but not limited to, the Company's research and development activities, marketing plans and strategies, pricing and costing policies, customer and supplier lists, and business or financial information of the Company so far as they have come or may come to my knowledge, except as may be required in the ordinary course of performing my duties as an employee of the Company. This restriction shall not apply to: (i) information that may be disclosed generally or is in the public domain through no fault of mine; (ii) information received from a third party outside the Company that was disclosed without a breach of any confidentiality obligation; or (iii) information that may be required by law or an order of any court, agency or proceeding to be disclosed, provided that such disclosure is subject to all applicable governmental or judicial protection available for like material, and I agree to provide the Company with prior notice of any such disclosure. I shall keep secret all matters of such nature entrusted to me and shall not use or disclose any such information in any manner.\n2. ASSIGNMENT OF INVENTIONS. I expressly understand and agree that any and all right or interest I have or obtain in any designs, trade secrets, technical specifications, technical data, know-how and show-how, internal reports and memoranda, marketing plans, inventions, concepts, ideas, expressions, discoveries, improvements, copyrights, and patent or patent rights conceived, devised, developed, reduced to practice, or which I otherwise have or obtain during the term of this Agreement which relates to the business of the Company or arise out of my employment with the Company are expressly regarded as \"works for hire\" (the \"Inventions\").\nI hereby assign to the Company the sole and exclusive right to such Inventions. I agree that I will promptly disclose to the Company any and all such Inventions, and that, upon request of the Company, I will execute and deliver any and all documents or instruments and take any other action which the Company shall deem necessary to assign to and vest completely in the Company, to perfect trademark, copyright and patent protection with respect to, or to otherwise protect the Company's trade secrets and proprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of my employment with respect to such Inventions conceived of or made by me during the term of this Agreement. The Company agrees to pay any and all copyright, trademark and patent fees and expenses or other costs incurred by me for any assistance rendered to the Company pursuant to this Section.\nMy obligation to assign Inventions shall not apply to any invention about which I can prove that: (i) it was developed entirely on my own time and effort; (ii) no equipment, supplies, facilities, trade secrets or confidential information of the Company was used in its development; (iii) it does not relate to the business of the Company or to the Company's actual or anticipated research and development, and (iv) it does not result from any work performed by me for the Company.\n3. DOCUMENTS, RECORDS, ETC. All documents, records, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to me by the Company or are produced by me in connection with my employment will be and remain the sole property of the Company. I will return to the Company all such materials and property as and when requested by the Company. In any event, I will return all such materials and property immediately upon termination of my employment for any reason. I will not take with me any such material or property or any copies thereof upon such termination.\n4. NON-COMPETITION COVENANT. While I am employed by the Company and for a period of two (2) years after the termination or cessation of such employment for any reason, I shall not, without the Company's prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity which is or may reasonably be construed to be competitive with the \"PathNet Business.\" For purposes of this Agreement, the \"PathNet Business\" shall mean the business of installing, constructing, aggregating and linking digital capacity and marketing and selling the bulk telecommunications capacity and services created by such systems. My ownership of not more than one(1%) percent of the shares of any class of stock of any corporation which is actively traded on a national securities exchange or on NASDAQ shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. I understand that the restrictions set forth in this Section are intended to protect the Company's valid business interests and agree that such restrictions are reasonable and appropriate for this purpose.\n5. NON-SOLICITATION. During my employment with the Company and for a period two (2) years thereafter, I will not encourage any employee of the Company to terminate their employment with the Company, nor solicit nor hire any employee of the Company for employment by any corporation or any other commercial enterprise other than the Company, unless first approached in writing by the Company employee. I understand that the restrictions set forth in this Section are intended to protect the Company's valid business interests and agree that such restrictions are reasonable and appropriate for this purpose.\n6. RESTRICTIONS ON CORPORATE OPPORTUNITIES. During my employment with the Company and for a period of two (2) years thereafter, I will not pursue, engage in or have an interest in other business ventures or opportunities which are or may reasonably be construed to be competitive with the \"PathNet Business.\" In addition, I will be obligated to present any telecommunications business or investment opportunity arising out of the Company's operations to the Company, and the Company shall have the exclusive right to pursue such business or investment opportunity.\n7. ABSENCE OF CONFLICTING AGREEMENTS. I understand the Company does not desire to acquire from me any trade secrets, know-how or confidential business information that I may have acquired from others. I represent that I am not bound by any agreement or any other existing or previous business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company under this Agreement or otherwise during the course of my employment.\n8. NO EMPLOYMENT OBLIGATION. Other than the provisions of Section 9 hereof, I understand that this Agreement does not create an obligation on the part of the Company to continue my employment with the Company. I am employed as an employee \"at will\".\n9. SEVERANCE. If I am terminated for any reason, in consideration for the Non-competition covenant and the other covenants and agreements set forth in the Agreement, I will receive a salary of $275,000 per annum for one year after such termination payable in bi-weekly installments in accordance with the Company's payroll procedures.\n10. REMEDIES UPON BREACH. I agree that it would be difficult to measure any damages caused to the Company which might result from any breach by me of the promises set forth in this Agreement, and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, I agree that if I breach or propose to breach any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.\n11. BINDING EFFECT. This Agreement will be binding upon me and my heirs, executors, administrators and legal representatives and will inure to the benefit of the Company, any subsidiary of the Company, and its and their respective successors and assigns. My obligations under this Agreement shall survive the termination of my relationship with the Company regardless of the manner of such termination.\n12. ENFORCEABILITY. If any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable will not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of excessive scope as to geographic, temporal or functional coverage, such provision will be deemed to extend only over the maximum geographic, temporal and functional scope as to which it may be enforceable.\n13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and myself with respect to the subject matter hereof, and supersedes all prior representations and agreements with respect to such subject matter. This Agreement may not be amended, modified or waived except by a written instrument duly executed by the person against whom enforcement of such amendment, modification or waiver is sought. The failure of any party to require the performance of any term or obligation of this Agreement or the waiver by any party of any breach of this Agreement in any particular case will not prevent any subsequent enforcement of such term or obligation or to be deemed a waiver of any separate or subsequent breach.\n14. THIRD-PARTY BENEFICIARIES. This Agreement is being entered into at the request of the Investors and such Investors are intended to be third-party beneficiaries hereunder with full power to enforce the terms hereof.\n15. NOTICES. Any notices, requests, demands and other communications provided for by this Agreement will be sufficient if in writing and delivered in person, or sent by registered or certified mail, postage prepaid, to me at the last address which I have filed in writing with the Company or, in the case of any notice to the Company, at its main offices to the attention of its Chief Executive Officer.\n16. GOVERNING LAW. This Agreement shall be construed under and be governed in all respects by the laws of the District of Columbia.\nI UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.\n/s/ Kevin Bennis\nKevin Bennis\nAccepted and Agreed to by PATHNET, INC.\nBy: /s/ Richard A. 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(\"SBC\") would like the Receiving Party to provide it with certain services the \"Services\"); and\nWHEREAS in order to perform the Services, the Receiving Party must have access to the AMDOCS Proprietary Information, and AMDOCS agrees to provide the Receiving Party with such access to the AMDOCS Proprietary Information, subject to the Receiving Party first obligating itself to confidentiality by signing this Agreement.\nNOW THEREFORE, the parties agree as follows:\n1. In this Agreement, \"AMDOCS Confidential Information\" means the software and any other AMDOCS Proprietary Information received by the Receiving Party from SBC or Amdocs where the AMDOCS Proprietary Information is clearly so marked or where the Receiving Party has otherwise been made aware that the AMDOCS Proprietary Information is confidential. For greater certainty, if AMDOCS notifies the Receiving Party that certain AMDOCS Proprietary Information already disclosed is confidential, that AMDOCS Proprietary Information shall become AMDOCS Confidential Information under this Agreement.\n2. The Receiving Party agrees to hold in confidence the AMDOCS Confidential Information, including derivatives thereof in any form (e.g., reports or analyses relating to such information, whether or not provided by AMDOCS), and to refrain from copying, distributing, disseminating or otherwise disclosing the AMDOCS Confidential Information to anyone, other than to employees of the Receiving Party who have a need to know such information for purposes of performing the Services.\n3. Furthermore, the Receiving Party hereby undertakes:\n(a) not to use the AMDOCS Confidential Information for any purposes other than performance of the Services;\n(b) not to sell, grant, make available to, or otherwise allow the use of the AMDOCS Confidential Information by any third party, directly or indirectly; and\n(c) not to use, directly or indirectly, the AMDOCS Confidential Information in the development and/or sale of software systems, for itself or for a third party, and/or in the provision of any services to a third party, except for the Services to be provided by the Receiving Party to SBC.\n4. Upon the termination or expiration of this Agreement for any reason or upon the conclusion of the Services and/or at the request of AMDOCS, the Receiving Party shall:\n(a) return to AMDOCS any document or other material in tangible form in its possession being part of the AMDOCS Confidential Information; and\n(b) destroy any document or other material in tangible form that contains the AMDOCS Confidential Information together with confidential and/or proprietary information of a third party, and confirm such destruction in writing to AMDOCS.\n5. Disclosure of the AMDOCS Confidential Information to the Receiving Party may be made in writing or other tangible form, electronically, or by demonstration of any product\n6. Disclosure of the AMDOCS Confidential Information to the Receiving Party shall in no way serve to create, on the part of the Receiving Party, a license to use, or any proprietary right in, the AMDOCS Confidential Information or in any other proprietary product, trade mark, copyright or other right of AMDOCS.\n7. Any use by the Receiving Party of the AMDOCS Confidential Information permitted under this Agreement is conditioned upon the Receiving Party first taking the safeguards and measures required to secure the confidentiality of such Proprietary Information. Without limiting the generality of the foregoing, the Receiving Party shall draw to the attention of its employees who will have access to the AMDOCS Confidential Information, all the obligations concerning the AMDOCS Confidential Information contained in this Agreement, and shall require each and every such employee to sign a written acknowledgment with respect to such obligations substantially in the form of the Annex attached hereto and made a part hereof.\n8. The confidentiality obligations of the Receiving Party regarding the AMDOCS Confidential Information shall have not apply to such information which:\n(a) becomes public domain without fault on the part of the Receiving Party;\n(b) is lawfully obtained by the Receiving Party from any source other than AMDOCS, free of any obligation to keep it confidential;\n(c) is previously known to the Receiving Party without an obligation to keep it confidential, as can be substantiated by written records;\n(d) is expressly released in writing from such obligations by AMDOCS; or\n(e) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided, however, that the Receiving Party first notifies AMDOCS to enable it to seek relief from such requirement, and renders reasonable assistance requested by AMDOCS (at AMDOCS' expense) in connection therewith.\n9. This Agreement shall be in full force and effect for a period of seven (7) years commencing on the date first stated above. However, the provisions of Section 2(c) above shall survive the termination and/or expiration of this Agreement for any reason.\n10. The Receiving Party acknowledges that a breach of this Agreement may cause AMDOCS extensive and irreparable harm and damage, and agrees that AMDOCS shall be entitled to injunctive relief to prevent use or disclosure of its Proprietary Information not authorized by this Agreement, in addition to any other remedy available to AMDOCS under applicable law.\n11. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both parties.\n12. If, however, any provision of this Agreement is determined to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly. In addition, the parties hereby agree to co-operate with each other to replace the invalid or unenforceable provision(s) with a valid and enforceable provision(s) which will achieve the same result (to the maximum legal extent) as the provision(s) determined to be invalid or unenforceable.\n13. This Agreement shall be governed and construed under the laws of the State of New York, USA without giving effect to its provisions regarding conflicts of law.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.\nAMDOCS, INC. ____________________________________\nBy:______________________________ By:_________________________________\nName:____________________________ Name:____________________________\nTitle:___________________________ Title:___________________________\nDate:____________________________ Date:____________________________\n", - "spans": [ - [ - 0, - 9 - ], - [ - 10, - 26 - ], - [ - 27, - 71 - ], - [ - 72, - 121 - ], - [ - 122, - 184 - ], - [ - 184, - 194 - ], - [ - 195, - 203 - ], - [ - 204, - 387 - ], - [ - 388, - 391 - ], - [ - 392, - 596 - ], - [ - 597, - 1160 - ], - [ - 1161, - 1285 - ], - [ - 1286, - 1609 - ], - [ - 1610, - 1654 - ], - [ - 1655, - 2004 - ], - [ - 2004, - 2247 - ], - [ - 2248, - 2728 - ], - [ - 2729, - 2783 - ], - [ - 2784, - 2891 - ], - [ - 2892, - 3048 - ], - [ - 3049, - 3337 - ], - [ - 3338, - 3507 - ], - [ - 3508, - 3649 - ], - [ - 3650, - 3886 - ], - [ - 3887, - 4060 - ], - [ - 4061, - 4373 - ], - [ - 4374, - 4631 - ], - [ - 4631, - 5094 - ], - [ - 5095, - 5246 - ], - [ - 5247, - 5322 - ], - [ - 5323, - 5453 - ], - [ - 5454, - 5591 - ], - [ - 5592, - 5664 - ], - [ - 5665, - 6061 - ], - [ - 6062, - 6189 - ], - [ - 6189, - 6316 - ], - [ - 6317, - 6675 - ], - [ - 6676, - 6865 - ], - [ - 6865, - 6954 - ], - [ - 6955, - 7381 - ], - [ - 7381, - 7671 - ], - [ - 7672, - 7835 - ], - [ - 7836, - 7938 - ], - [ - 7939, - 7952 - ], - [ - 7952, - 7988 - ], - [ - 7989, - 8023 - ], - [ - 8023, - 8059 - ], - [ - 8060, - 8094 - ], - [ - 8094, - 8127 - ], - [ - 8128, - 8162 - ], - [ - 8162, - 8195 - ], - [ - 8196, - 8230 - ], - [ - 8230, - 8263 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21, - 22, - 23 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10, - 14 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34, - 35 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10, - 14 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 16, - 17, - 19 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 28, - 33 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 28, - 30 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001062579/000095012399005018/0000950123-99-005018.txt" - }, - { - "id": 461, - "file_name": "1062760_0001015402-05-001930_doc17.txt", - "text": "NON-CIRCUMVENTION/NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThe agreement is made and entered into this 2nd day of August 2004, by and between:\nBill Woo and Gateway Venture Holdings, Inc., a Nevada corporation (\"Gateway\").\nWHEREAS, the purpose of this Agreement is to lay down the terms and conditions, and guidelines which will allow the respect and protection of each Party's respective proprietary interests.\nNOW THEREFORE, in considering of the various representations, mutual promises, covenants, and undertakings contemplated herein and for good valuable consideration, the value of which is acknowledged by the Parties by execution hereof, the Parties agree as follows:\n1. None of the parties shall divulge to any person, (other than those whose provenance it is to know it, or with proper authority) or use any trade secrets or confidential information or any financial or trade information relating to the other, which they acquire as a result of the discussing of or the entering into agreements with each other. Each Party shall endeavor to prevent its officers, employees, agents, representatives, and associates from doing anything, which, if done by Party, would be a breach of this agreement. This restriction shall continue to apply after the expiration of this Agreement, and other Agreements entered into between the Parties, without limit in point of time, but shall cease to apply to secrets or information, which came into the public domain through no fault of the Party concerned.\n2. The Parties each undertake to the other that for a period of five (5) years from the date of this Agreement, they will not, without prior written consent of the other, directly or indirectly through third parties, make or seek to make contact or communication with those Banks, Financial Institutions, government representatives, clients, investors, traders, associates, legal advisors and financial advisors with whom they have been placed into contact with by the other or to whom the names, addresses and other pertinent information has been released to them by the other.\n3. Each party undertakes irrevocably and unconditionally:\na. To ensure that all aspects of each transaction remain confidential.\nb. Not to disclose, either verbally or in written form, any knowledge that it may obtain at any time in the future, be it either implicit or implied, with respect to the implementation of any proposed transaction.\nc. Not to circumvent or attempt to circumvent the other.\nd. Not to disclose to third parties the names, addresses, fax and telephone coordinates of any contact/client revealed by one party to the other.\ne. Not to enter into direct or indirect negotiations with any other's contacts/clients.\nf. Not to show, deliver, or cause to be seen, any documents, papers, correspondence, memoranda or copies of such to other than person(s) or entities of any kind, except to those whom are required to maintain confidentiality such as an attorney or tax advisor.\ng. Each Party shall endeavor to ensure that any of its officers, employees, agents, representatives or associates who, by virtue of their duties may receive the type of information described in this Agreement, are fully obligated to respect the spirit and terms of this Agreements in the same way as each Party. Each Party shall undertakes to have those officers, employees, agents, representatives or associates acknowledge their obligation by Countersigning a copy of this Agreement, thereby binding them to honor the terms of this Agreement.\n4. Each Party acknowledges that any breach of the terms and conditions of this Agreement by either party or its employees, agents, representatives or associates may render the seeking of liquidated damages, by the other and the cancellation and termination of all agreements and transactions.\n5. This Agreement has been entered into by each Party acting on its own free will and judgment and shall be binding on the Parties, their heirs or successors, administrators, and assignees.\n6. Any dispute or controversy arising out of or relating to any interpretation, construction, performance, or breach of this Agreement shall be resolved exclusively by binding arbitration in Las Vegas, Nevada, in accordance with the rules then in effect of the American Arbitration Association, The arbitrator(s) may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator(s) shall be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each of them shall separately pay their counsel fees and expenses.\n7. The release of confidential information pursuant to a protested court order shall not be deemed to be a violation of this Agreement.\n8. This Agreement may be executed in one or more counterparts each of which shall be binding on each party by whom or on whose behalf it is so executed, but which together shall constitute a single instrument. For the avoidance of doubt, this Agreement shall not be binding on any party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be party hereto.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nBILL WOO\nBy:_____________________________\nBill Woo\nGATEWAY VENTURE HOLDINGS, INC.\nBy: _____________________________\nRick Bailey Its: President\nBy: _____________________________\nFlo Ternes Its: Chief Operations Officer\n", - "spans": [ - [ - 0, - 62 - ], - [ - 63, - 146 - ], - [ - 147, - 225 - ], - [ - 226, - 414 - ], - [ - 415, - 679 - ], - [ - 680, - 1026 - ], - [ - 1026, - 1211 - ], - [ - 1211, - 1505 - ], - [ - 1506, - 1780 - ], - [ - 1780, - 2084 - ], - [ - 2085, - 2142 - ], - [ - 2143, - 2213 - ], - [ - 2214, - 2427 - ], - [ - 2428, - 2484 - ], - [ - 2485, - 2630 - ], - [ - 2631, - 2718 - ], - [ - 2719, - 2978 - ], - [ - 2979, - 3291 - ], - [ - 3291, - 3523 - ], - [ - 3524, - 3816 - ], - [ - 3817, - 4006 - ], - [ - 4007, - 4390 - ], - [ - 4390, - 4499 - ], - [ - 4499, - 4586 - ], - [ - 4586, - 4764 - ], - [ - 4765, - 4900 - ], - [ - 4901, - 5111 - ], - [ - 5111, - 5300 - ], - [ - 5301, - 5397 - ], - [ - 5398, - 5406 - ], - [ - 5407, - 5439 - ], - [ - 5440, - 5448 - ], - [ - 5449, - 5479 - ], - [ - 5480, - 5484 - ], - [ - 5484, - 5513 - ], - [ - 5514, - 5540 - ], - [ - 5541, - 5545 - ], - [ - 5545, - 5574 - ], - [ - 5575, - 5615 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5, - 10, - 16, - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5, - 10, - 16, - 17 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001062760/000101540205001930/0001015402-05-001930.txt" - }, - { - "id": 462, - "file_name": "1065748_0000950131-00-004465_0016.txt", - "text": "NON-DISCLOSURE AGREEMENT\nWhereas Tribune Company and Knight-Ridder, Inc., on the one hand, and CareerBuilder, Inc., on the other, (collectively, the \"Parties\"), are desirous of exchanging information for the purpose of exploring the possibility of establishing a business relationship with each other (the \"Transaction\"); and,\nWhereas, each of the Parties has information which it considers proprietary and confidential, including, but not limited to, information relating to its existing and planned lines of business, financial forecasts, markets, customers, suppliers, contracts, backlog, hardware and software systems, trade secrets and stock ownership and all materials prepared on the basis of any of the foregoing (collectively, \"Confidential Information\").\nNow, therefore, the Parties hereto agree as follows:\n1. One party hereto (\"Owner\") may disclose to the other party hereto (\"Recipient\") certain Confidential Information pursuant to this Agreement which Owner deems proprietary and confidential. The Parties agree that Recipient shall not use and shall prevent the disclosure of any information it receives from Owner that is marked PROPRIETARY AND CONFIDENTIAL, or similarly marked, or any other information (whether delivered in writing or verbally) which by its nature would be reasonably considered as confidential, to any other person, firm or corporation or delivered in connection with the evaluation of the Transaction, except as provided herein, and shall use the same degree of care to avoid disclosure of such information as Recipient employs with respect to its own Confidential Information of like importance.\n2. Notwithstanding the provisions of Paragraph 1 above, the Parties may disclose the Confidential Information disclosed under this Agreement to their employees and/or agents, but only for the purpose of supplying the Party with sufficient information to enable the Party to evaluate the potential value of establishing a business and/or contractual relationship with each other. The Recipient will inform each of its employees, agents and affiliates (collectively, \"Representatives\") who will receive Confidential Information of the obligations under this Agreement and agrees to take all commercially reasonable measures to restrain its Representatives from taking any action that would constitute a breach of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of the terms of this Agreement by any of its Representatives.\n3. The Parties hereto agree that information shall not be deemed Confidential Information, and Recipient shall have no obligation with respect to any such information which:\n(i) was generally known to the public prior to the disclosure under this Agreement;\n(ii) is already known to Recipient prior to October 27, 1999, as evidenced by the written electronically stored records of the Party dated prior to October 27, 1999; or\n(iii) is or becomes publicly known through no wrongful act of Recipient or any person to whom the Recipient discloses such information; or\n(iv) is received by a third party without breach of this Agreement or any other obligation to maintain the confidentiality of such information;\n(v) is independently developed by Recipient; or\n(vi) is approved for release by written authorization of Owner; or\n(vii) is disclosed pursuant to the lawful requirement or request of a governmental agency, or disclosure is required by operation of law.\n4. Each of the Parties agrees, unless otherwise required by law, not to disclose to any other person the fact that the Confidential information has been made available to the other Party, that discussions or negotiations are taking place concerning the Transaction between the Parties, or any of the terms, conditions or other facts with respect thereto (including the status thereof).\n5. All written data delivered by Owner to the Recipient pursuant to this Agreement shall be and remain the property of Owner, and all such written data, and all copies thereof, shall be promptly returned to Owner upon written request, or destroyed at Owner's option.\n6. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto, their heirs, successors, and assigns.\n7. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressed, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement.\n8. This Agreement shall be construed, interpreted, and enforced pursuant to the laws and judicial precedents of the State of California, without reference to principles of conflicts of law.\n9. This Agreement may be amended only by a written instrument duly executed by each of the Parties.\n10. The undersigned represent and warrant that they are authorized to enter this Agreement and to be bound by the terms of this Agreement.\n11. Neither Party makes any representations or warranties as to the accuracy or completeness of the Confidential Information and neither Party shall have any liability to the other resulting from any use of the Confidential Information which is consistent with this Agreement.\n12. Without impairing any other provision hereof, each Party hereto will promptly advise the other of any breaches of this Agreement.\n13. Nothing in this Agreement shall impose any obligation upon the Parties hereto to consummate a Transaction or to enter into any discussion or negotiations with respect thereto.\n14. This Agreement shall be effective from and after the date set forth below and shall terminate eighteen months thereafter.\nIN WITNESS WHEREOF, the Parties hereto agree that the effective date of this Agreement shall be June 20th, 2000.\nTribune Company\nBy: /s/ David D. Hiller\nTitle: President, Tribune Interactive, Inc.\nDate: June 20, 2000\nKnight-Ridder, Inc.\nBy: /s/ Daniel J. Finnigan\nTitle: Vice President\nDate: June 20, 2000\nCareerBuilder, Inc.\nBy: /s/ James A. Tholen\nTitle: Senior Vice President and Chief Financial Officer\nDate: June 20, 2000\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 326 - ], - [ - 327, - 764 - ], - [ - 765, - 817 - ], - [ - 818, - 1009 - ], - [ - 1009, - 1635 - ], - [ - 1636, - 2015 - ], - [ - 2015, - 2376 - ], - [ - 2376, - 2501 - ], - [ - 2502, - 2675 - ], - [ - 2676, - 2759 - ], - [ - 2760, - 2928 - ], - [ - 2929, - 3067 - ], - [ - 3068, - 3211 - ], - [ - 3212, - 3259 - ], - [ - 3260, - 3326 - ], - [ - 3327, - 3464 - ], - [ - 3465, - 3850 - ], - [ - 3851, - 4117 - ], - [ - 4118, - 4249 - ], - [ - 4250, - 4520 - ], - [ - 4521, - 4710 - ], - [ - 4711, - 4810 - ], - [ - 4811, - 4949 - ], - [ - 4950, - 5226 - ], - [ - 5227, - 5360 - ], - [ - 5361, - 5540 - ], - [ - 5541, - 5666 - ], - [ - 5667, - 5779 - ], - [ - 5780, - 5795 - ], - [ - 5796, - 5819 - ], - [ - 5820, - 5863 - ], - [ - 5864, - 5883 - ], - [ - 5884, - 5903 - ], - [ - 5904, - 5930 - ], - [ - 5931, - 5952 - ], - [ - 5953, - 5972 - ], - [ - 5973, - 5992 - ], - [ - 5993, - 6016 - ], - [ - 6017, - 6073 - ], - [ - 6074, - 6093 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 18, - 20 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 17 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 2 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 9, - 14 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 18 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001065748/000095013100004465/0000950131-00-004465.txt" - }, - { - "id": 463, - "file_name": "1067797_0001032210-99-000668_document_8.txt", - "text": "PRIMUS KNOWLEDGE SOLUTIONS, INC.\nSoftware Marketing and Distribution Agreement\nSchedule 1\nConfidential Information Agreement\nInsert Current NDA\nPrimus Contract ID: NDA _________________\nPRIMUS KNOWLEDGE SOLUTIONS, INC.\nBilateral Non-Disclosure Agreement\nThis Bilateral Non-Disclosure Agreement (\"Agreement\") is made between Primus Knowledge Solutions, Inc. (\"Primus\"), 1601 Fifth Avenue, Suite 1900, Seattle, Washington 98101 (fax: (206) 292-1825), and the entity identified below, including the legal entity of which it is part (collectively, the \"Company\"). Company Name: __________________________________\nCompany Address: _______________________________ _______________________________\nFax No.: _______________________________\nPrimus and the Company (collectively referred to as the \"Parties\" and individually referred to as a \"Party\") have determined to establish terms governing the use and protection of \"Confidential Information\" (as defined below) that one Party (the \"Owner\") may disclose to the other Party (the \"Recipient\"). Therefore, for good and valuable consideration, the receipt and sufficiency of which they each acknowledge, the Parties each agree as specified in the Terms and Conditions below.\nEXECUTED as of the date set forth below Primus' signature (the \"Effective Date\"):\nCompany Primus Knowledge Solutions, Inc.\nSignature:__________________________ By: _____________________________\n(Print name)________________________ _____________________________\nTitle:______________________________ Its:_____________________________\nDated: _____________________________ Dated: __________________________\nTerms and Conditions\nSection 1. Definitions.\n1.1 \"Confidential Information\" means any and all information disclosed by Owner that is identified as \"confidential\" or \"proprietary,\" either by legend on written or electronically stored material, or in advance if disclosed verbally. Confidential Information includes, without limitation, research and development, know-how, inventions, trade secrets, software, and market analysis, research, strategies, projections and forecasts. Confidential Information also includes, without limitation, information disclosed by Owner with permission from a third party, and combinations of or with publicly known information where the nature of the combination is not publicly known.\n1.1.1 Exceptions. Confidential Information does not include information which:\n(a) was publicly known at the time of Owner's communication thereof to Recipient, or which subsequently becomes publicly known through no fault of Recipient;\n(b) was in the possession of Recipient prior to its being communicated to Recipient by Owner;\n(c) becomes available to Recipient on a non-confidential basis from a source other than Owner, provided that such source is not bound by any obligation of confidentiality to Owner with respect to such information; or (d) was independently developed by Recipient without reference to the Confidential Information communicated by Owner.\nSection 2. Covenant Not to Disclose.\nRecipient shall not use Owner's Confidential Information except for purposes of evaluating, maintaining and furthering a business relationship with Owner. Recipient shall maintain in confidence the Confidential Information received from Owner and shall not directly or indirectly disclose such information to any person or entity except Recipient's employees and consultants, and then only on a need-to-know basis. Recipient shall ensure that such employees and consultants are bound by a written agreement to protect the received Confidential Information from unauthorized use and disclosure. Recipient shall protect Owner's Confidential Information from disclosure to others using the same degree of care that it uses to protect its own most highly confidential information, but in no event less than a reasonable standard of care. Recipient shall not make or distribute any more copies or summaries of Owner's Confidential Information than are necessary to evaluate, maintain and further a business relationship between the Parties, and shall ensure that all such copies or summaries are marked as confidential and the property of Owner.\nSection 3. No Obligation Of Disclosure.\nNeither Party shall have any obligation to disclose its Confidential Information to the other. Either Party may, at any time, cease providing its Confidential Information to the other Party, and may require the return of Confidential Information previously disclosed by written notice.\nSection 4. Disclosure Required By Law.\nIf any applicable law, regulation or court order requires Recipient to disclose any of Owner's Confidential Information, Recipient shall promptly notify Owner in writing prior to making any such disclosure, in order to facilitate Owner's efforts to protect its Confidential Information. In such circumstances, Recipient shall cooperate with Owner, at Owner's reasonable expense, in seeking and obtaining protection for Owner's Confidential Information.\nSection 5. Title.\nOwner shall retain all ownership rights in and to the Confidential Information it discloses to Recipient. No licenses or rights under any patent, trademark, copyright, trade secret or other intellectual property right shall be granted or implied under this Agreement. Neither Party shall be obligated under this Agreement to acquire from or provide to the other Party any service or product.\nSection 6. Termination.\nEither Party may terminate this Agreement at any time without cause upon written notice to the other party. All obligations of confidentiality shall survive such termination. Upon termination of this Agreement, Recipient shall promptly return all of Owner's Confidential Information provided to it in tangible form, together with any and all copies and/or summaries, and shall destroy all of Owner's Confidential Information that is electronically stored; provided, however, that each Party's legal department may retain one copy of the Confidential Information in its file solely for the purpose of identifying information designated as \"Confidential Information.\"\nSection 7. Specific Performance.\nThe Parties acknowledge that Confidential Information is unique and valuable, and that Owner will have no adequate remedy at law if Recipient does not comply with its obligations under this Agreement. Therefore, Owner shall have the right, in addition to any other rights it may have, to obtain in any court of competent jurisdiction temporary, preliminary and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any obligations of Recipient if Recipient fails to perform any of its obligations under this Agreement.\nSection 8. Miscellaneous.\n8.1. Dispute Resolution.\n8.1.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Washington, and, where such laws are preempted by the laws of the United States, by the internal laws of the United States, in each case without regard to conflicts of laws principles.\n8.1.2 Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement or the breach or interpretation thereof, the parties shall, upon five days notice from either one to the other, submit themselves and the subject-matter of the dispute to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a single, disinterested arbitrator appointed in accordance with such Rules. The determination of the arbitrator shall be final, conclusive and binding. Judgment upon the award rendered may be entered in any court of any state or country having jurisdiction. Each party shall ensure that any arbitration is conducted as speedily as is reasonably possible, and that all and any information disclosed during or in connection with the arbitration is treated by each party with the strictest confidence. Any arbitration conducted under or in connection with this Agreement shall take place in Seattle, Washington at a time and location to be determined by the arbitrator.\n8.1.3 Interim and Permanent Relief. Upon the application of either party to this Agreement, and whether or not an arbitration has yet been initiated, all courts having jurisdiction over one or more of the parties are authorized to: (i) issue and enforce in any lawful manner such temporary restraining orders, preliminary injunctions and other interim measures of relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement; and (ii) enter and enforce in any lawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Agreement.\n8.1.4 Legal Expenses. If any proceeding is brought by either party to enforce or interpret any provision of this Agreement, the substantially prevailing party in such proceeding shall be entitled to recover, in addition to all other relief arising out of this Agreement, such party's reasonable attorneys' and other experts' fees and expenses.\n8.2 Waiver; Severability; Invalidity. No waiver of or with respect to any provision of this Agreement, nor consent by a party to the breach of or departure from any provision of this Agreement, shall in any event be binding on or effective against such party unless it be in writing and signed by such party, and then such waiver shall be effective only in the specific instance and for the purpose for which given. If any provision of this Agreement is held to be invalid, such invalidity shall not render invalid the remainder of this Agreement or the remainder of which such invalid provision is a part. If any provision of this Agreement is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable.\n8.3 Notices. Any notice or other communication under this Agreement given by either party to the other party shall be deemed to be properly given if given in writing and delivered (i) by nationally recognized private courier (e.g., Federal Express) or (ii) by mail (return receipt requested), properly addressed and stamped with the required postage, to the recipient at the address identified in its signature block to this Agreement. Either party may from time to time change its address by giving the other party notice of the change in accordance with this Section.\n8.4 Entire Agreement; Amendments. This Agreement constitutes and embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, agreements or understandings between the parties with respect thereto. 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(\"Proxicom\"), with offices at 11600 Sunrise Valley Drive, Reston, Virginia 20191, USA and Dimension Data (\"Dimension\"), with its headquarters in Johannesburg, South Africa (each individually a \"Party\" and collectively the \"Parties\").\nWITNESSETH:\nWHEREAS, in connection with exploring and evaluating a possible business transaction (the \"Transaction\") and for the purposes of the ongoing Transaction, the Parties recognize the need to disclose to one another certain of their Confidential Information (as defined below); and\nWHEREAS, the Parties wish to stipulate the terms and conditions upon which such Confidential Information will be disclosed by one Party to the other Party hereunder;\nNOW, THEREFORE, the Parties agree as follows:\n1. \"Confidential Information\" means information in whatever form disclosed by or on behalf of one Party (the \"Disclosing Party\") to the other Party (the \"Receiving Party\") before, on or after the Effective Date hereof which relates to a Disclosing Party's business or the Transaction including without limitation: business, financial, human resources, and technical materials, information and data, or information which although not directly related to the Transaction, is nevertheless disclosed as a result of or in connection with the Parties' discussions of the Transaction together with analyses or other documents prepared by the Receiving Party or any of the Receiving Party's affiliates, employees, representatives and/or consultants that contain or otherwise reflect such Confidential Information.\n2. The Receiving Party shall use the Disclosing Party's Confidential Information only for the purpose of evaluating the Transaction and for the purposes of the ongoing Transaction, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Receiving Party may disclose the Disclosing Party's Confidential Information to its affiliates, its employees, its representatives and its consultants, in each case if such affiliates, employees, representatives and consultants have a need to know, and providing such affiliates, employees, representatives and consultants (i) use the Confidential Information for the purposes of the Transaction only, and (ii) are bound to protect the Confidential Information to the same extent as the Receiving Party is bound. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their respective affiliates, employees, representatives and/or consultants and hereby agree, at their sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain their respective affiliates, employees, representatives and/or consultants from prohibited or unauthorized disclosure or use of the Confidential Information. The term \"affiliate\" means any person or entity controlling, controlled by or under common control with a Party.\n3. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that:\n(a) the Receiving Party can demonstrate is in the lawful possession or control of such Party on a non-confidential basis at the time of its disclosure hereunder; provided the source of such information was free to disclose it to the Receiving Party without obligation (whether contractual, legal, fiduciary or otherwise) to the Disclosing Party;\n(b) is or becomes publicly known other than through disclosure by the Receiving Party or the Receiving Party's affiliates, employees, representations and/or consultants;\n(c) the Receiving Party obtained from a third party not known by the Receiving Party to be subject to any obligation (whether contractual, legal, fiduciary or otherwise) to the Disclosing Party prohibiting such disclosure;\n(d) the Receiving Party can demonstrate was developed independently by such Party without reference to the Confidential Information; or\n(e) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law; provided, however, that before making such disclosure, the Party planning to make such disclosure shall, to the extent permitted by applicable law (i) give the other Party a reasonable opportunity to interpose an objection and/or take action to seek confidential handling of such information and (ii) reasonably cooperate with the other Party, at the other Party's expense, to seek confidential handling of such information.\n4. Each Party agrees that, for a period of one (1) year from the Effective Date hereof, neither it nor any of its affiliates will solicit for employment, directly or indirectly, any member of the other Party's senior management with whom it first had contact, or who was specifically identified to it, during the period of its evaluation of the Transaction; provided, however, that this paragraph will not prevent either Party from employing any person who contacts such Party on his or her own initiative without any direct or indirect solicitation by or encouragement from such Party. For purposes of this paragraph, \"solicit for employment\" shall not be deemed to include any general solicitations of employment by one Party not specifically directed towards employees of the other Party. Nothing herein shall prevent either Party from, directly or indirectly, soliciting for employment or hiring any member of the other Party's senior management whose employment with such other Party has been terminated.\n5. Confidential Information disclosed under this Agreement (including information in computer software or held in electronic storage media) shall be and shall remain the property of the Disclosing Party. The Receiving Party, upon the written request of the Disclosing Party at any time, shall promptly return or destroy all such tangible Confidential Information of the Disclosing Party in its possession, and the Receiving Party shall thereafter retain no such Confidential Information in any form. The Receiving Party shall be fully responsible for the return or destruction of all Confidential Information disclosed to its affiliates, its employees, it representatives and/or its consultants.\n6. Without the prior written consent of the other Party, a Party will not disclose (other than as anticipated elsewhere in this Agreement) to any third party any information (including Confidential Information) regarding the Transaction, including without limitation, the fact that discussions are occurring concerning the Transaction, any of the terms or conditions relating to the Transaction being discussed by the Parties, or the existence of this Agreement.\n7. This Agreement shall become effective on the date first set forth above and shall continue for the longer of (i) one (1) year from the Effective Date or (ii) one (1) year after the termination of any definitive agreement entered into by the Parties with respect to the Transaction, except as otherwise explicitly stated herein.\n8. The Parties understand and agree that unless and until a definitive agreement between Proxicom and Dimension with respect to a possible Transaction is executed and delivered, neither Proxicom nor Dimension will be under any legal obligation of any kind with respect to the Transaction by virtue of this or any other written or oral expression, except for matters expressly agreed herein. Neither Party makes any representation or warranty as to the accuracy or completeness of any information disclosed hereunder.\n9. Dimension hereby acknowledges that Proxicom is disclosing its Confidential Information in consideration of Dimension's agreement not to propose to Proxicom or any other person or entity any transaction between Dimension and Proxicom and/or its security holders or involving any of Proxicom's securities or security holders unless Proxicom shall have requested in writing that Dimension make such a proposal, and that Dimension will not acquire, or assist, advise or encourage any other persons or entities in acquiring, directly or indirectly, control of Proxicom or any of Proxicom's securities, businesses or assets for a period of one (1) year from the date of this Agreement unless Proxicom shall have consented in advance in writing to such acquisition. Dimension also agrees that Proxicom shall be entitled to equitable relief, including injunction, in the event of any breach of the provisions of this paragraph and Dimension further agrees that it shall not oppose the granting of such relief. Notwithstanding the foregoing, Dimension shall not be subject to the restrictions provided in this paragraph 9 if (i) at any time, any person or entity other than Dimension announces an intention to acquire, directly or indirectly, any voting\nsecurities or assets of Proxicom or (ii) Proxicom publicly solicits offers for its acquisition or the acquisition of its business and/or assets in their entirety.\n10. To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their respective desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n11. Each Party acknowledges that it is aware (and that its affiliates, employees, representatives and consultants who are apprised of the possible Transaction have been advised) that the United States and other applicable securities laws prohibit any person who is aware of material, non-public information about a company obtained directly or indirectly from that company, from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n12. This Agreement: (a) is the complete Agreement of the Parties concerning the subject matter hereof and supersedes any and all prior Agreements, understandings or discussions with respect to the subject matter hereof; (b) shall not be construed to create any obligation on the part of either Party to complete the Transaction or to compensate the other Party in any manner, except as may be set forth by a separate written Agreement duly executed and delivered by the Parties; (c) may not be amended or in any manner modified except in a writing signed by the Parties; and (d) shall be governed and construed in accordance with the laws of the United States and, in particular, the State of New York except its rules as to choice of law. The Parties agree and hereby consent to the jurisdiction and venue of the state and federal courts for the Borough of Manhattan, New York, New York. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provisions shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein. Without prejudice to the rights and remedies otherwise available to the Parties, the Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by either Party or the affiliates, employees, representatives and/or consultants of either Party and, accordingly, that the Parties shall be entitled to equitable relief, including injunctive relief and/or specific performance, if either Party (including the affiliates, employees, representatives and/or consultants thereof) breaches or threatens to breach any of the provisions of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute the same Agreement.\nIN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed by its duly authorized representative:\nPROXICOM, INC. DIMENSION DATA\nBy: /s/ Kenneth J. Tarpey By: /s/ P.K. Quarmby\nPrint Name: Kenneth J. Tarpey Print Name: P.K. Quarmby\nTitle: Executive Vice President & CFO Title: Director\nDate: 2/9/2001 Date: 12/2/2001\n", - "spans": [ - [ - 0, - 6 - ], - [ - 7, - 15 - ], - [ - 15, - 21 - ], - [ - 22, - 53 - ], - [ - 54, - 396 - ], - [ - 397, - 408 - ], - [ - 409, - 686 - ], - [ - 687, - 852 - ], - [ - 853, - 898 - ], - [ - 899, - 1704 - ], - [ - 1705, - 2130 - ], - [ - 2130, - 2457 - ], - [ - 2457, - 2540 - ], - [ - 2540, - 2647 - ], - [ - 2647, - 3109 - ], - [ - 3109, - 3221 - ], - [ - 3222, - 3346 - ], - [ - 3347, - 3692 - ], - [ - 3693, - 3862 - ], - [ - 3863, - 4085 - ], - [ - 4086, - 4221 - ], - [ - 4222, - 4486 - ], - [ - 4486, - 4635 - ], - [ - 4635, - 4763 - ], - [ - 4764, - 5351 - ], - [ - 5351, - 5556 - ], - [ - 5556, - 5773 - ], - [ - 5774, - 5978 - ], - [ - 5978, - 6274 - ], - [ - 6274, - 6469 - ], - [ - 6470, - 6932 - ], - [ - 6933, - 7045 - ], - [ - 7045, - 7089 - ], - [ - 7089, - 7263 - ], - [ - 7264, - 7655 - ], - [ - 7655, - 7780 - ], - [ - 7781, - 8543 - ], - [ - 8543, - 8786 - ], - [ - 8786, - 8900 - ], - [ - 8900, - 9028 - ], - [ - 9029, - 9065 - ], - [ - 9065, - 9191 - ], - [ - 9192, - 9873 - ], - [ - 9873, - 10141 - ], - [ - 10142, - 10750 - ], - [ - 10751, - 10771 - ], - [ - 10771, - 10971 - ], - [ - 10971, - 11230 - ], - [ - 11230, - 11326 - ], - [ - 11326, - 11491 - ], - [ - 11491, - 11640 - ], - [ - 11640, - 11961 - ], - [ - 11961, - 12544 - ], - [ - 12544, - 12694 - ], - [ - 12695, - 12820 - ], - [ - 12821, - 12836 - ], - [ - 12836, - 12850 - ], - [ - 12851, - 12897 - ], - [ - 12898, - 12945 - ], - [ - 12945, - 12952 - ], - [ - 12953, - 13006 - ], - [ - 13007, - 13022 - ], - [ - 13022, - 13028 - ], - [ - 13028, - 13037 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 28 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16, - 21, - 22 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001070052/000095013001501801/0000950130-01-501801.txt" - }, - { - "id": 466, - "file_name": "1074663_0001090002-01-500104_ex102.txt", - "text": "EXHIBIT 10.2\nPerma-Tune Electronics Inc.\nNON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT\nPerma-Tune Electronics Inc., a Texas Corporation (hereinafter collectively referred to as the COMPANY) makes this AGREEMENT concerning the Perma-Tune electronic ignition systems known as the Perma-Tune, Digital Fire, and Plasma Injector:\nLinda Decker\nCompany or Individual Name (hereinafter referred to as the RECIPIENT).\nIn it's business, COMPANY has certain valuable technical and non-technical information, processes, samples, sources and supplies, including but not limited to certain training, literature, information, promotional plans and direction used in connection with COMPANY'S products which are VITAL to its business and success (\"CONFIDENTIAL MATERIAL\") and, to guard the legitimate interests of the COMPANY, it is necessary for the COMPANY to protect the CONFIDENTIAL MATERIAL by holding it confidential as TRADE SECRETS.\nAfter execution thereof, the COMPANY will disclose to RECIPIENT certain of the CONFIDENTIAL MATERIAL and RECIPIENT, through his/her activities and by virtue of this relationship with the COMPANY, will become acquainted with certain\nCONFIDENTIAL MATERIAL.\nRECIPIENT agrees as follows:\n1. RECIPIENT may view, have access to, and through verbal explanations learn of CONFIDENTIAL MATERIAL, samples, and other information, financial information, marketing information, data, special testing and training procedures and processes, specifications either owned by the COMPANY or used in the course of its business (collectively called \"CONFIDENTIAL MATERIAL\"). All such CONFIDENTIAL MATERIAL shall be considered to be TRADE SECRETS by the COMPANY and is disclosed IN CONFIDENCE to RECIPIENT.\n2. All CONFIDENTIAL MATERIAL, which RECIPIENT shall use, view, receive or come in contact with, shall be and shall remain the COMPANY'S SOLE and EXCLUSIVE property, and shall be PROMPTLY RETURNED upon completion of the purpose for which it was provided, or when verbally communicated, will no longer be utilized to benefit RECIPIENT, but in NO EVENT, later than TEN (10) DAYS after request by COMPANY. NO COPIES shall be made of ANY MATERIAL or DOCUMENT (S) provided under this agreement, except upon WRITTEN CONSENT of the COMPANY, ALL COPIES and samples shall likewise be RETURNED. Any attempt to disassemble or otherwise reverse engineer CONFIDENTIAL MATERIAL by the RECIPIENT or the transfer of CONFIDENTIAL MATERIAL to any other company or persons for any reason is strictly prohibited.\n3. During and after discussion, including the duration of ANY BUSINESS RELATIONSHIP and THEREAFTER, RECIPIENT will HOLD TRUST and KEEP SECRET ALL CONFIDENTIAL MATERIAL obtained from COMPANY.\nRECIPIENT will maintain adequate SAFEGUARDS to PROTECT such CONFIDENTIAL MATERIAL and PREVENT its DISCLOSURE to others, except its own employees on a NEED-TO-KNOW BASIS, and will NEITHER USE nor DISCLOSE, DIRECTLY or INDIRECTLY, for him/herself or for the benefit of another, ANY CONFIDENTIAL MATERIAL or perform any acts which may DIRECTLY or INDIRECTLY have an adverse effect upon the business of the COMPANY, or which would tend to reduce the proprietary value of such CONFIDENTIAL MATERIAL to the COMPANY, without the COMPANY'S PRIOR WRITTEN APPROVAL. RECIPIENT shall MAINTAIN a RECORD or LOG reflecting the NAMES, ADDRESSES, DATES and other INFORMATION which the COMPANY shall request RECIPIENT to keep of PERSONS or ENTITIES to execute a COPY of this AGREEMENT acknowledging its TERMS and the TRADE SECRET nature of CONFIDENTIAL MATERIAL and shall provide to the COMPANY UPON REQUEST, copies of ALL such acknowledgments.\n4. RECIPIENT agrees that he/she WILL NOT UTILIZE ANY CONFIDENTIAL MATERIAL to which he/she is exposed by reason of his/her relationship hereunder to COMPANY in such manner as to CIRCUMVENT the relationship between the COMPANY and others, nor to benefit, DIRECTLY or INDIRECTLY, from such CONFIDENTIAL MATERIAL, except pursuant to any agreement between RECIPIENT and the COMPANY.\n5. RECIPIENT further agrees to INDEMNIFY and HOLD the COMPANY HARMLESS from and against any losses incurred due to any unauthorized use or disclosure of the CONFIDENTIAL MATERIAL.\n6. Any VIOLATION or THREATENED VIOLATION of this AGREEMENT shall entitle the COMPANY to INJUNCTIVE RELIEF, together with ANY OTHER REMEDIES available to the COMPANY including MONETARY DAMAGES. In the event of ACTUAL VIOLATION of the AGREEMENT, the COMPANY shall receive, from RECIPIENT 100% of ALL INCOME which RECIPIENT has acquired form said BREACH of this AGREEMENT.\n7. If any provision in this AGREEMENT is held, by a COURT of competent jurisdiction, to be invalid, void or unenforceable, the remaining provision shall nevertheless CONTINUE in FULL FORCE, without being impaired or invalidated IN ANY WAY. The failure of the COMPANY to enforce any provision of this AGREEMENT shall NOT be construed as a waiver of any such provision, nor prevent the COMPANY from enforcing such provision or any other provision of this AGREEMENT.\nRECIPIENT AGREED AND ACCEPTED\nAGREED BY:\nPerma-Tune Electronics, Inc.\nCompany Name\nLinda Decker\nName of Corporate Officer\nCorporate Secretary\nTitle\n/s/ Linda Decker\nSignature\n566-15-xxxx\nEIN or Social Security Number\n6-1-93\nDate\nACCEPTED BY:\nLonnie Lenarduzzi\nPresident, Perma-Tune Electronics Inc.\n/s/ Lonnie Lenarduzzi\nSignature\n6-1-93\nDate\n111 S. 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Creative and Pacific Magtron are engaged in discussions with respect to a possible business or financial arrangement or venture between them relating to multimedia technology.\n2. In connection therewith disclosure of certain information which is proprietary/confidential to the parties may become necessary or desirable.\n3. Each party is willing to disclose such Proprietary/Confidential Information to the other parties upon the terms and conditions herein set forth and each party is willing to maintain the confidentiality of such information disclosed to it by the other parties in accordance with the terms and conditions hereof.\nNOW THEREFORE, in consideration of the disclosure of such Proprietary/Confidential Information and the mutual covenants and promises herein contained, it is agreed as follows:\n1. INTERPRETATION\nFor the purposes of this Agreement, \"Proprietary/Confidential Information\" shall mean any and all proprietary, secret information, technical data or know-how related to any aspect of other party's business or technology including, without limitation, data, know- how, formulas, designs, photographs, drawings, specification, software programs and samples and any other material bearing or incorporating any such information which is disclosed by one party to the other, which information, data or know-how is marked or stipulated as being \"Proprietary\", \"Confidential\", \"Strictly Private\" or otherwise, using words of similar significance. Such disclosure may be made either directly or indirectly, in writing, orally or by drawings, plans or inspection of products, materials, parts or equipment.\n2. UNDERTAKING OF THE PARTIES\nEach party hereby undertakes to treat and maintain all Proprietary/Confidential Information received from any of the other parties in confidence. With respect thereto, each party hereby undertakes and agrees as follows:\ni. For a period of 5 years from the date of this Agreement, the receiving party shall not publish, disseminate nor disclose any Proprietary/Confidential Information received from any of the other parties to any third party accept to those of its own employment having valid need to know the information in the course of employment and such disclosure shall be on terms not less restrictive than those herein contained.\nii. The receiving party shall use the same degree of care to avoid disclosure or use of the Proprietary/Confidential Information as it uses in respect of its own information of like importance but in no case less than a reasonable degree of care.\niii. The receiving party shall in accordance with the request of the other parties, either return all copies, recording and tangible manifestations of Proprietary/Confidential Information or destroy the same following a determination by any of the parties not to enter into any arrangement or venture with each other of the kind contemplated herein or upon termination of any related memorandum of understanding or agreement entered into between the parties or upon the written request of the disclosing party.\n3. EXCEPTIONS\nThe aforesaid restrictions on the parties shall not apply to any Proprietary/Confidential Information which\ni. Can be proved by documentary evidence to be such Proprietary/Confidential Information that was already in the possession of the receiving party and at its free disposal before the disclosure hereunder to it;\nii. Is received by the receiving party from third parties without accompanying secrecy or confidentiality obligations and not in violation of any duty of confidence under this agreement;\niii. Is independently developed by the receiving party;\niv. Is or becomes generally available to the public in printed publications in general discussion through no act or default on the part of the receiving party or its agents or employees;\nv. Is furnished to a third party by a party hereunto who owns such Proprietary/Confidential Information without similar restriction on the third party's rights;\nvi. Is approved for release by written authorization of the other party; or vii. Is disclosed pursuant to any requirement or request by operation of law provided that the involving party shall prior to disclosure notify the disclosing party of any such requirement or request.\n4. OWNERSHIP\nAll Proprietary/Confidential Information disclosed pursuant to this Agreement shall be and remain the property of the disclosing party. Nothing in this Agreement shall be construed as granting or confirming any rights by license or otherwise expressly impliedly or otherwise, for any of the Proprietary/Confidential Information disclosed by the disclosing party hereunder. All Proprietary/Confidential Information, existing in written form or recorded in any other tangible medium, shall be returned to the disclosing party upon its request, together with any reproductions or copies thereof. Further, upon the disclosing party's request, notes, memoranda and reports which incorporate the Proprietary/Confidential Information shall, without exception, be destroyed.\n5. ORAL DISCLOSURE\nIn the event the disclosing party of such Proprietary/Confidential Information orally discloses the information to the receiving party, the disclosing party agrees to promptly notify the receiving party of the confidentiality of such oral disclosure and reduces to writing such Proprietary/Confidential Information and submit the same to the receiving party within 15 days of such oral disclosure, upon which the receiving party shall not be bound by the confidentiality obligations as herein provided as regards the said Proprietary/Confidential Information disclosed orally.\n6. AUTHORIZATION\nEach party agrees that necessary authorizations, permits or licenses including expert licenses as may be required will be obtained prior to the exportation/disclosure of any Proprietary/Confidential Information relating to the technology of the other party. The disclosing party shall notify the receiving party of the need to obtain any required authorizations, permits and licenses and/or the need to comply with any relevant laws or regulations relating to the disclosure. The disclosing party shall obtain the required authorizations, permits and licenses.\n7. SURVIVAL\nThe aforesaid obligations of the receiving party shall survive the termination of this Agreement.\n8. LIMITED WARRANTY\nEach party hereto warrants that it has the right to disclose the Proprietary/Confidential Information which it discloses to the other parties and that the Proprietary/Confidential Information disclosed is to the best of its knowledge, correct. Nothing contained in this agreement shall be construed to obligate any party to disclose any information to the other parties.\n9. REMEDY FOR BREACH\nIt is understood and agreed between the parties that any breach of the obligations of confidentiality contained in this Agreement may cause the disclosing party irreparable loss. Accordingly, and in addition to any other remedies a party may have in law or equity, the disclosing party shall be entitled to obtain injunctive relief against the receiving party to prevent any further or continuing breach of the receiving party's obligations or additional damage to the disclosing party in the event such loss is in fact incurred by the disclosing party as a result of the breach or is imminent.\n10. SEVERABILITY\nIf, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, such decision shall not affect the validity of the remaining portion, which remaining portion shall continue in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated therefrom.\nIn the event that a portion of this Agreement shall be declared to be invalid, then the parties agree, that they shall, in good faith, negotiate with one another to replace such invalid provision with a valid provision as similar as possible to that which had been said to be invalid.\n11. TERMINATION\nThis Agreement shall govern all matters referred to herein until terminated by either party upon thirty days written notice to the other or in accordance with this Agreement. Upon termination, all information and materials shall be returned to the respective parties. Notwithstanding the termination, each party shall continue to fulfill its obligations hereunder for a period of five (5) years thereafter.\n12. MISCELLANEOUS\nAny notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or as may be notified from time to time by the party concerned.\nThis Agreement shall be fully binding upon inure to the benefit of and be enforceable by the parties herein, their legal representatives and other respective successors and assigns. Each party shall not make any assignment of the Agreement or any interest therein without the prior written consent of the other party.\nThe failure of any party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under the Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall remain in full force and affect.\nThe terms of this Agreement are confidential and shall not be disclosed to third parties without the written consent of all parties, accept to the extent required by a court or regulatory agency of competent jurisdiction.\n13. GOVERNING LAW\nThis Agreement shall be governed by, construed and enforced in accordance with California Law.\nIN WITNESS WHEREOF, the parties have hereunto set their hands the day and year first written above.\nCREATIVE LABS, INC PACIFIC MAGTRON, INC.\nSignature: /s/ Joseph R. Bowsky Signature: /s/ Ted Li\nName: Joseph R. 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Both parties have concluded that the following understanding will establish the conditions under which the Proprietary Information can be disclosed or exchanged.\nFor and in consideration of the mutual understandings by ADC and BATTELLE, it is hereby agreed:\n1. \"Proprietary Information\" is confidential and proprietary information relating to: 1) Protection of employee medical records relative to drug testing results, 2) Protection of medical records relative to infectious disease testing, 3) Protection of genetic testing records, and 4) Biometric identification of patients and results in the fields of pharmacy, blood banking, radiology and laboratory specimens; and related projects.\n2. All disclosures of \"Proprietary Information\" will be in writing and marked \"PROPRIETARY' or equivalent words by ADC at the time such writings are first furnished to BATTELLE.\n3. BATTELLE and its representative(s) shall maintain the identified Proprietary Information in confidence for a period of three (3) years from the effective date of this Agreement. During this period, BATTELLE shall not divulge such information to any third party or use such information for any purpose other than review and evaluation without the prior written consent of ADC. BATTELLE shall treat such information with the same degree of care as it accords to its own proprietary information.\n4. It is understood by the parties that this obligation of confidentiality shall not apply to information which:\n1. is published or becomes published or otherwise becomes generally available to the public through no breach of this Agreement by BATTELLE; or\n2. BATTELLE can show was properly in its possession prior to receipt of the disclosure from ADC; or\n3. is independently developed by BATTELLE staff not having access to ADC Proprietary Information as demonstrated by competent documentary evidence; or\n4. becomes available to BATTELLE from an independent source without breach of agreement or violation of law; or\n5. is required to be disclosed pursuant to proper governmental or judicial process, provided that notice of such process is promptly provided to ADC in order that ADC may have every reasonable opportunity to intervene in such process to contest such disclosure\n5. Proprietary Information disclosed hereunder shall remain the property of ADC. No license under any patent, copyright, trademark or trade secret is granted or implied.\n6. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington and any action brought to enforce any provision or obligation hereunder shall be brought in a court of competent jurisdiction in the State of Washington. The prevailing party in any such proceeding shall be entitled to receive from the other party all reasonable attorneys' fees incurred by such prevailing party and all costs reasonably incurred in connection therewith.\nThe term of this Agreement shall be one (1) year, or as extended by written modification. Article 3 shall survive termination. The effective date of this Agreement shall be determined by the date affixed hereto by the party last signing this Agreement.\nBATTELLE MEMORIAL INSTITUTE ANONYMOUS DATE CORPORATION\nPACIFIC NORTHWEST DIVISION\nBY:/s/ Laurie Berube BY:/s/James Beecham\nPRINTED NAME Laurie P. Berube PRINTED NAME James E. Beecham\nTITLE Contracting Officer TITLE President / CEO\nDATE______May 8, 1998________________ DATE_______May 4, 1998_____________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 188 - ], - [ - 188, - 349 - ], - [ - 350, - 445 - ], - [ - 446, - 532 - ], - [ - 532, - 608 - ], - [ - 608, - 681 - ], - [ - 681, - 727 - ], - [ - 727, - 878 - ], - [ - 879, - 1056 - ], - [ - 1057, - 1238 - ], - [ - 1238, - 1436 - ], - [ - 1436, - 1552 - ], - [ - 1553, - 1665 - ], - [ - 1666, - 1809 - ], - [ - 1810, - 1909 - ], - [ - 1910, - 2060 - ], - [ - 2061, - 2172 - ], - [ - 2173, - 2433 - ], - [ - 2434, - 2515 - ], - [ - 2515, - 2603 - ], - [ - 2604, - 2866 - ], - [ - 2866, - 3083 - ], - [ - 3084, - 3174 - ], - [ - 3174, - 3211 - ], - [ - 3211, - 3336 - ], - [ - 3337, - 3391 - ], - [ - 3392, - 3418 - ], - [ - 3419, - 3426 - ], - [ - 3426, - 3459 - ], - [ - 3460, - 3473 - ], - [ - 3473, - 3503 - ], - [ - 3503, - 3519 - ], - [ - 3520, - 3526 - ], - [ - 3526, - 3567 - ], - [ - 3568, - 3641 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 19, - 20 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4, - 5, - 6, - 7, - 8 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 13, - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 17 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001077150/000107704899000003/0001077048-99-000003.txt" - }, - { - "id": 469, - "file_name": "1077150_0001077048-99-000003_document_25.txt", - "text": "NON-DISCLOSURE AND NON-CIRCUMVENT AGREEMENT\nThis AGREEMENT is entered into effective this18th day of June 1998, Between Anonymous Data Corporation, (hereinafter \"ADC\"), having its principal office at 4340 S. Valley View Drive, Suite 210, Las Vegas, Nevada 89103, and Polaroid Corporation, having principal office at Technology Square, Cambridge, MA 02139.\nWHEREAS, the above parties contemplate discussions concerning ADC's involvement in the business of using biometrics in the medical field, both domestically and internationally. The discussions in particular shall be for the following purpose(s): 1) Protection of employee medical records relative to drug testing results, 2) Protection of medical records relative to infectious disease testing, 3). Protection of genetic testing records, and 4). Biometric identification of patients and results in the fields of pharmacy, blood banking, radiology and laboratory specimens; and related projects. And\nWHEREAS, in order to facilitate such discussions, certain confidential and proprietary information, including without limitation technical, patented, financial, or business information and trade secrets, may be disclosed between the parties.\nNOW THEREFORE, for good and valuable consideration and intending to be legally bound, the parties agree as to the following:\n1. The term \"Information\", as used in this Agreement, means all specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, as well as any trade secrets or other information concerning the business, customers, methods, operations and services of a party.\n2. \"Proprietary Information\" is defined as information of the disclosing party, not generally available to the public, which the disclosing party desires to protect against unrestricted disclosure or competitive use.\n3. All information of the disclosing party disclosed to or otherwise available to the other party as a result of the discussions hereunder or subsequent work with each other shall be protected hereunder as Proprietary Information of the disclosing party unless:\na. if in writing or other tangible form, it is conspicuously labeled by the disclosing party as not Proprietary Information; and\nb. if oral, it is identified by the disclosing party as not proprietary Information.\nEither party shall have the right to change any information incorrectly designated as not Proprietary by written notification as soon as practical after such error is determined. The party receiving said notification shall, from that time forward, treat such information as Proprietary Information.\n4. All disclosures of Proprietary Information between the parties pursuant to this Agreement shall be made by or under the supervision of a Designated Coordinator for each party (identified in Paragraph 12 below). Such Designated Coordinators shall first agree what Information submitted by the disclosing party is not Proprietary Information before the receiving party accepts the Information as not Proprietary Information.\n5. Except as otherwise specified and subject to the provisions of Paragraph 6 below with respect to any Proprietary Information provided hereunder, the receiving party shall use the highest degree of care and discretion to limit disclosure of such Proprietary Information including taking steps:\na. to restrict disclosure of Proprietary Information solely to its employees with a need to know and not disclose such Proprietary Information to any other parties;\nb. to advise all employees and Authorized Advisors of receiving party with access to the Proprietary Information of the obligation for protecting the Proprietary Information as provided hereunder; and\nc. to use the Proprietary Information provided hereunder only for purposes directly related to the Purposes described first above herein and for no other purposes.\nThe \"Authorized Advisor\" is such other person(s), who is an advisor to receiving party necessary for the Purposes described first above, who disclosing party in writing has authorized to receive Proprietary Information of disclosing party, and who agrees in writing to the satisfaction of disclosing party to be bound by the terms hereof. Proprietary Information may not be reproduced or copied, in part or in whole, without the prior written consent of the disclosing party.\n6. All Proprietary Information (including any reproductions and copies thereof) shall remain the property of the disclosing party and shall be returned by the receiving party to the disclosing party upon request. No disclosure of any Proprietary Information hereunder shall be construed a public disclosure of such Proprietary Information by either party for any purpose whatever. The obligations imposed upon either party herein shall not apply to Information whether or not designated as Proprietary Information which is disclosed pursuant to a valid order of a court or other governmental\nbody or any political subdivision thereof; provided, however, that the recipient of the order shall first have given notice to the disclosing party and made a reasonable effort to obtain a protective order requiring that the Information and/or documents so disclosed to be used only for the purposes for which the order was issued.\n7. ADC and Polaroid agree to make full disclosure of any business dealings or arrangements with third parties, persons, or entities introduced by the other party in connection with such Confidential Information and/or projects. The spirit of mutual trust and confidence and equitable treatment, shall be the underlying principle of this undertaking, and ADC and Polaroid agree to adhere thereto.\n8. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Proprietary Information disclosed to the receiving party. If the parties hereto decide to enter into any arrangement regarding any Proprietary Information develops herefrom it shall only be done on the basis of a separate written agreement between them.\n9. ADC and Polaroid hereby agree not to circumvent, or to attempt to circumvent, this Agreement in an effort to deprive the other party to this agreement of fees, commissions or other remuneration, in connection with the use of Confidential Information and/or in pursuit of the above listed purposes and projects, and both parties shall indemnify the other against any circumvention or attempt to circumvent by the offending party.\n10. The furnishing of Proprietary Information hereunder shall not obligate either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party.\n11. In the event either party discloses, disseminates or releases any Proprietary Information received from the other party or threatens to do so, except as authorized hereunder, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the disclosing party may demand prompt return of all Proprietary Information previously provided to such party and obtain a preliminary and permanent injunction enjoining any such disclosure, dissemination or release. The provisions of this paragraph are in addition to any other legal right or remedies the party whose Proprietary Information has been disclosed, disseminated or released may have under federal or state law including without limitation, any claims for disclosing party's direct and consequential damages. The prevailing party in any dispute hereunder shall be entitled to its costs and expenses in connection with enforcement and any claim for damages for any violation of this Agreement, including its reasonable attorneys' fees and court costs.\n12. The Designated Coordinator for: Polaroid Corporation\nName: _______________________________\nAddress: _____________________________\nCity, State: ___________________________\nTelephone: ___________________________\nFOR Anonymous Data Corporation:\nJames E. Beecham, MD, President\nAnonymous Data Corporation\n4340 S. Valley View Drive, Suite 210\nLas Vegas, NV 89103\nTelephone: (702) 221-0756\nFax: (702) 227-8413\nEach party may change its Designated Coordinator at any time during the term of this Agreement by notifying the Designated Coordinator for the other party in writing. All notices hereunder shall be in writing and mailed, faxed, or delivered to the Designated Coordinator at the place or fax number listed above.\n13. This agreement shall be effective, covering all present and future negotiations by and between ADC and Polaroid concerning the use by ADC and Polaroid of such Confidential Information and/or projects from the date of this Agreement and shall continue for three (3) years. If ADC and Polaroid enter into any collateral agreements during this three year period, the provisions of this Non-disclosure and Non-circumvent agreement shall remain effective and in force until the expiration of any such subsequent or collateral agreements.\n14. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements and representations with regard to the subject matter thereof. This Agreement may not be modified except by writing signed by both parties. If any provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.\n15. 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Algonquin Rd, Elk Grove Village, IL 60007 (\"Receiving Party\").\nWHEREAS, MyPoints.com is engaged in the business of marketing and selling online business programs and services, and owns and operates the MyPoints(R) Program, BonusMail(R) Program and other internet related programs;\nWHEREAS, Receiving Party, in conjunction with OurHouse, Inc., has indicated an interest in potentially acquiring MyPoints.com and in this regard has requested certain financial, business, technical and other information about MyPoints.com which information is proprietary to, and held as the confidential information of, MyPoints.com (hereinafter referred to as the \"Confidential Information\");\nWHEREAS, MyPoints.com has agreed to provide the Confidential Information to Receiving Party, and Receiving Party agrees to accept such Confidential Information only in strict accordance with the provisions of this Agreement.\nNOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows:\n1. This Agreement shall bind Receiving Party and those taking under it with regard to all Confidential Information disclosed to, or obtained by, Receiving Party hereunder. For the purposes of this Agreement Confidential Information shall include all information disclosed, directly or indirectly, through any means of communication or observation, by MyPoints.com to or for the benefit of Receiving Party, that relates to or is derived from MyPoints.com's technical, business, strategic, marketing or creative affairs, or to any other matter that the Receiving Party is advised or has reason to know is the confidential or proprietary information of MyPoints.com. Any material provided by MyPoints.com to Receiving Party which is clearly designated \"Confidential\" (or other similar legend) will be presumed to be Confidential Information. The absence of any such legend, however, will not preclude the same from being deemed Confidential Information.\n2. Receiving Party agrees that receipt of Confidential Information, pursuant to this Agreement, is exclusively for the purpose of evaluating a potential acquisition of MyPoints.com and Receiving Party shall not use the Confidential Information for any other purpose.\n3. Confidential Information disclosed to Receiving Party hereunder shall:\na. not be copied or distributed, disclosed, or disseminated in any way or form by the Receiving Party to any third party without the written permission of MyPoints.com first obtained;\nb. be treated by the Receiving Party with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party's own proprietary and confidential information of like importance;\nc. remain the property of the MyPoints.com, and shall be returned by the Receiving Party to MyPoints.com (along with all copies thereof) promptly upon its receipt of a request from MyPoints.com to do so;\nd. not be used by Receiving Party for any purpose other than as specified herein or otherwise approved by MyPoints.com in writing.\n4. The obligations set forth in Paragraph 3 above shall not apply to any information which:\na. is already in the public domain at the time of disclosure to the Receiving Party or becomes available to the public through no breach of this Agreement by the Receiving Party;\nb. was lawfully in the Receiving Party's possession prior to receipt from the MyPoints.com;\nc. is disclosed to Receiving Party by a third party with the right to do so.\nFor the purposes of this Paragraph 4, information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now, or become, known to the public, provided, however, that the obligations of Paragraph 3 hereof shall not apply to any such part of said information.\n5. Unless otherwise mutually agreed in writing, the Receiving Party's obligations with respect to each item of Confidential Information shall terminate five (5) years from the date of the receipt thereof by the Receiving Party.\n6. Nothing contained herein shall obligate MyPoints.com to disclose any particular information to Receiving Party nor require Receiving Party to accept such information.\n7. This Agreement shall be effective as of the date first set forth above\n8. Receiving Party warrants and represents that it possesses all necessary power, right and authority to lawfully execute and perform the obligations set forth herein.\n9. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements and understandings relating to the subject matter hereof. The provisions of this Agreement may not be modified, amended nor waived, except by a written instrument duly executed by both parties. This Agreement may not be assigned by Receiving Party without the prior written consent of the MyPoints.com. This Agreement is made subject to, and shall be construed under, the laws of the State of Illinois.\n10.Receiving Party agrees to keep the existence and nature of this Agreement confidential.\n11.In the event that Receiving Party becomes legally compelled to disclose any of the Confidential Information, Receiving Party shall provide MyPoints.com with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event MyPoints.com is unable to obtain such protective order or other appropriate remedy, only that portion of the Confidential Information which has been deemed by a written opinion of counsel to be legally required to be furnished, shall be disclosed, and Receiving Party will cooperate with the MyPoints.com to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.\n12.It is understood and agree that monetary damages will not be a sufficient remedy for any breach of this Agreement by the Receiving Party, and that MyPoints.com shall be entitled to specific performance and/or injunctive relief as a remedy for any such breach of this Agreement, but said remedies shall be in addition to all other remedies available at law or in equity. It is further agreed that this Agreement is made for the benefit of MyPoints.com, and that no failure or delay by MyPoints.com to enforce its rights hereunder shall operate as a waiver of any right, power or privilege under this Agreement, nor shall any single or partial exercise thereof preclude any other or further exercise thereof.\nIN WITNESS WHEREOF, an authorized representative of each respective party has executed this Agreement on the dates following their respective signatures. MyPoints.com, Inc. (\"MyPoints.com\") United NewVentures (\"Receiving Party\")\nBy: /s/ Craig S. Stevens By: Rick Poulton\nTitle: Sr. Vice President Title: Chief Financial Officer\nDate: 4\\4\\01 Date: 4\\4\\01\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 472 - ], - [ - 473, - 690 - ], - [ - 691, - 1085 - ], - [ - 1086, - 1310 - ], - [ - 1311, - 1529 - ], - [ - 1530, - 1702 - ], - [ - 1702, - 2194 - ], - [ - 2194, - 2369 - ], - [ - 2369, - 2480 - ], - [ - 2481, - 2747 - ], - [ - 2748, - 2821 - ], - [ - 2822, - 3005 - ], - [ - 3006, - 3224 - ], - [ - 3225, - 3428 - ], - [ - 3429, - 3559 - ], - [ - 3560, - 3651 - ], - [ - 3652, - 3830 - ], - [ - 3831, - 3922 - ], - [ - 3923, - 3999 - ], - [ - 4000, - 4399 - ], - [ - 4400, - 4627 - ], - [ - 4628, - 4797 - ], - [ - 4798, - 4871 - ], - [ - 4872, - 5039 - ], - [ - 5040, - 5233 - ], - [ - 5233, - 5369 - ], - [ - 5369, - 5478 - ], - [ - 5478, - 5577 - ], - [ - 5578, - 5581 - ], - [ - 5581, - 5668 - ], - [ - 5669, - 5672 - ], - [ - 5672, - 5973 - ], - [ - 5973, - 6435 - ], - [ - 6436, - 6439 - ], - [ - 6439, - 6809 - ], - [ - 6809, - 7145 - ], - [ - 7146, - 7300 - ], - [ - 7300, - 7336 - ], - [ - 7336, - 7374 - ], - [ - 7375, - 7416 - ], - [ - 7417, - 7473 - ], - [ - 7474, - 7487 - ], - [ - 7487, - 7493 - ], - [ - 7493, - 7499 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3, - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8, - 9 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 11, - 14 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11, - 12 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 11, - 12 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 11, - 15 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001082797/000095013101501837/0000950131-01-501837.txt" - }, - { - "id": 472, - "file_name": "1085220_0001014909-04-000090_exh6_3.txt", - "text": "Exhibit 6.3\nMUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT\nThis Mutual Confidentiality and Non-Disclosure Agreement (the \"Agreement\") is entered in to as of 19th day of June, 2003 by and between ULTIMATTE CORPORATION, a California corporation (\"Ultimatte\") and SBS INTERACTIVE, CO., a Florida corporation, a successor by way of purchase of High Plateau Holdings, Inc., an Ontario corporation, (\"SBS\").\nRECITALS\nA. The parties hereto are also parties to that certain Amended And Restated Design And Development Agreement of even date related to the development of the \"Keyer unit\" (as defined therein). Pursuant to that agreement, the parties have undertaken certain obligations to keep confidential information relating to the Keyer Unit.\nB. The parties hereto anticipate and expect to discuss and exchange information relating to future products, technology and other matters that may be in their mutual benefit.\nC. The parties may, in conjunction with the aforesaid, disclose to each other proprietary and/or confidential information including but not limited to information relating to imaging techniques, algorithms, processes, products, business plans, practices and strategies, discoveries, ideas, concepts, inventions, know-how, techniques, designs, specifications, blueprints, diagrams, models, prototype, flow charts, data, computer programs, and other technical, financial or commercial information whether in written, oral or other tangible or intangible forms (collectively, the \"other Confidential Information\").\nD. The parties intend by this Agreement to set forth their agreement to safeguard the other party's other confidential information and not to disclose or use it for any purpose not permitted by the other party.\nTERMS AND CONDITIONS\nNOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged and the covenants contained herein and intending to be legally bound hereby, it is hereby agreed by the parties hereto as follows:\n1. Duty to Keep Confidential. Each party receiving other confidential information (\"Receiving Party\") belonging to or received from the other party (the \"Disclosing Party\") shall safeguard the Disclosing Party's Other Confidential Information and shall not disclose it (or any concepts, inventions or other information derived there from) to third parties (unless required by any judicial or governmental request, requirement or order) or to use it (or any concepts, inventions or other information derived there from) for any purposes other than evaluation without the express prior written consent of the Disclosing Party set forth in a separate written consent.\n2. Identification. The disclosing Party shall identify the written Other Confidential Information or any other Confidential Information disclosed in tangible media by marketing it \"Confidential\" or \"Proprietary\" or \"Secret\" or words of similar import. Other Confidential Information disclosed orally shall be thereafter summarized by the Disclosing party and the summary provided to the Receiving Party clearly identifying that such information is other party that was not known by such party or commonly known in the public domain shall be presumed to be other confidential for purposes of this Agreement.\n3. Restriction on Access. The Receiving Party shall to use all reasonable care, but in no event less than the same degree of care that it uses to protect its own confidential information of similar importance, to prevent the unauthorized use, disclosure, publication or dissemination of the other Party's Other Confidential Information (and any concepts, inventions or other information derived there from). Each party shall restrict access to the other party's other confidential information (and any concepts, invention or other information derived there from) to only those of its employees, representatives or advisors to whom such access is reasonably necessary or appropriate for carrying out the permitted use of such other confidential information. Each party shall to obtain Non-Disclosure Agreements containing appropriate restrictions on the persons signing the same prior to disclosing other confidential information (or any concepts, inventions or other information derived there from) to such persons.\n4. Return of Other Confidential Information. Other Confidential Information (and all concepts, inventions and other information derived there from) shall be deemed, as between the parties hereto, to be the property of the Disclosing party and the Receiving Party will, upon receipt of a written request from the Disclosing Party, return to the Disclosing Party all such other Confidential Information (and any concepts, inventions or other information derived there from) that is maintained in tangible form and destroy all such information maintained in electronic or other intangible media together with all copies or extracts thereof.\n5. No Warranty. Each of parties mutually acknowledge that the Disclosing Party makes no representation or Warranty as to the reliability, accuracy or completeness of Confidentiality Information and that any representation or warranty that may be requested or given shall be set forth in a separate writing signed by the party making that representation or warranty.\n6. Injunctive Relief. The parties acknowledge that the breach of threatened breach of this Agreement may result in irreparable injury to the Disclosing Party and that, in addition to its other remedies, the Disclosing Party shall be entitled to injunctive relief to restrain any threatened or continued breach of this Agreement. The parties hereby waive any requirement for the posting of a\nbond or other security in connection with the granting to the Disclosing Party of such injunctive relief.\n7. Miscellaneous. No failure or delay if either party in exercising its rights herein shall be deemed to be a waiver of such rights unless expressly made in writing by the party waiving its rights. This Agreement contains the entire understanding between the parties with respect to the other Confidential Information (and all concepts, inventions or other information derived there from) and this Agreement may not be terminated, modified, amended or waived orally but only through a writing signed by an authorized representative of the party against whom it is sought to be enforced. There are no representations or warrants except as expressly stated herein. This Agreement may be delivered by facsimile and in any number of originality signed counterparts, each of which shall constitute an original, but all of which, when taken together, shall be considered one document.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written by persons duly authorized.\nULTIMATTE CORPORATION SBS INTERACTIVE, CO.\nBy: /s/ Lynne Sauve By: /s/ Todd Gotlieb\nNAME: Lynne Sauve Todd Gotlieb\nTITLE: President President\n", - "spans": [ - [ - 0, - 11 - ], - [ - 12, - 63 - ], - [ - 64, - 406 - ], - [ - 407, - 415 - ], - [ - 416, - 607 - ], - [ - 607, - 743 - ], - [ - 744, - 918 - ], - [ - 919, - 1530 - ], - [ - 1531, - 1741 - ], - [ - 1742, - 1762 - ], - [ - 1763, - 1988 - ], - [ - 1989, - 2019 - ], - [ - 2019, - 2653 - ], - [ - 2654, - 2673 - ], - [ - 2673, - 2906 - ], - [ - 2906, - 3260 - ], - [ - 3261, - 3287 - ], - [ - 3287, - 3669 - ], - [ - 3669, - 4018 - ], - [ - 4018, - 4276 - ], - [ - 4277, - 4322 - ], - [ - 4322, - 4914 - ], - [ - 4915, - 4931 - ], - [ - 4931, - 5280 - ], - [ - 5281, - 5303 - ], - [ - 5303, - 5610 - ], - [ - 5610, - 5671 - ], - [ - 5672, - 5777 - ], - [ - 5778, - 5796 - ], - [ - 5796, - 5976 - ], - [ - 5976, - 6365 - ], - [ - 6365, - 6441 - ], - [ - 6441, - 6656 - ], - [ - 6657, - 6814 - ], - [ - 6815, - 6857 - ], - [ - 6858, - 6898 - ], - [ - 6899, - 6929 - ], - [ - 6930, - 6956 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 14, - 15 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7, - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001085220/000101490904000090/0001014909-04-000090.txt" - }, - { - "id": 473, - "file_name": "1089717_0000898430-99-004004_document_2.txt", - "text": "NON-DISCLOSURE AGREEMENT\nFOR INTERTRUST CONFIDENTIAL INFORMATION\nTHIS AGREEMENT (this \"Agreement\") is made effective as of ______________ between INTERTRUST TECHNOLOGIES CORPORATION (\"InterTrust\"), a Delaware corporation, having a place of business at 460 Oakmead Parkway, Sunnyvale, California 90486, and ___________(\"Recipient\"), an individual citizen of __________________________, residing at ___________________________________________________________, and an employee of National Westminster Bank Plc (\"NatWest\"), a United Kingdom corporation with offices at 41 Lothbury, London, England.\nThe parties agree as follows:\n1. Pursuant to a Technology Development, Marketing and License Agreement dated August 18, 1998 between InterTrust and NatWest (the \"License Agreement\"), InterTrust may disclose to NatWest certain confidential information including technical information embodied in and/or associated with InterTrust's InterTrust Technology including, without limitation, software products and/or other developments related to distributed, secure rights and/or event management, associated designs, inventions, plans, and other information (the \"Confidential Information\"), all of which such information shall conspicuously be marked with a notice or legend with the phrase \"Confidential\", as provided in the License Agreement. In consideration for such Confidential Information being provided to Recipient, Recipient agrees to be bound by the terms of this Agreement. Disclosure of InterTrust Confidential Information to Recipient, and use and disclosure of Confidential Information received by Recipient, shall occur only in accordance with the terms and conditions of this Agreement.\n2. For a period of three (3) years following the disclosure of any Confidential Information (such period to extend in perpetuity with respect to InterTrust Technology), Recipient will retain such Confidential Information in confidence, and will discuss such Confidential Information only with other NatWest employees, other individuals who are under the direct control of NatWest and work full time on NatWest premises (an \"Individual Consultant\"), -- all of whom shall have a need to know said Confidential Information and who have executed a copy of this Agreement. Recipient shall not, without the prior written permission of InterTrust's Chairman or such other InterTrust Officer as who has been designated in writing by InterTrust's Chairman (a \"Designated InterTrust Officer\"), disclose Confidential Information to any person other than as set forth immediately above. Furthermore, without express written authorization of a NatWest officer who is empowered by NatWest to provide such an authorization, the Recipient will not make copies, in whole or in part, of the Confidential Information, including translating, in whole or in part, the Confidential Information into another language and/or shipping the Confidential Information, in whole or in part, or any direct product thereof, to any other country. The undersigned will not use the Confidential Information in any manner that is not authorized by NatWest and in accordance with the License Agreement and the undersigned will use the Confidential Information solely in the exercise of NatWest's rights as provided by the License Agreement. Under no circumstances will any information subject to the export or import laws of any jurisdiction be transferred pursuant to their agreement without proper prior certification and notification of appropriate regulatory offices in applicable jurisdictions and InterTrust.\n3. The undersigned will not use Confidential Information except in fulfillment of the undersigned employee's and/or other individual's obligations with NatWest, and for no other purposes whatsoever. The undersigned understands and acknowledges that the unauthorized use of Confidential Information may cause InterTrust very substantial damage, for which damages may be impossible to measure or inadequate to compensate. Accordingly, Recipient agrees that if he or she breaches or threatens breach of any of such sections, InterTrust will have available, in addition to any other right or remedy available, the right to obtain an injunction against him or her, from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement, and Recipient hereby consents to the issuance of such injunction and to the ordering of specific performance under such circumstances.\n4. The undersigned will return all physical embodiments of Confidential Information in the undersigned's possession to InterTrust promptly upon request by InterTrust, and in no event later than fifteen (15) days thereafter.\n5. Notwithstanding any thing else in this Agreement, the confidentiality restrictions of this Agreement shall not apply to information that: (i) is or becomes known to the public through no breach of any of the undersigned's obligations under this Agreement, or NatWest's or any other NatWest employee's, obligations of confidentiality to NatWest and/or to InterTrust; (ii) was known to Recipient prior to its disclosure by InterTrust, as evidenced through written documentation; (iii) shall have been independently developed by the Recipient without any reliance on or use of any InterTrust Confidential Information, as demonstrated through written documentation; or (iv) shall have been rightfully supplied to Recipient, with no obligation of confidentiality or non-use from a third party without any breach of any obligation of confidentiality to InterTrust or NatWest (as applicable) as of the date such information is so supplied. In addition, the Recipient shall be entitled to disclose Confidential Information pursuant to a court order issued by a court of competent jurisdiction or as otherwise required by law; provided that the undersigned shall provide prompt advance notice thereof to InterTrust to enable InterTrust to seek a protective order or otherwise prevent such disclosure and shall disclose no more than the minimum information required by such court order or by law.\n6. If any provision or portion thereof in this Agreement shall be found or be held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then this Agreement shall nevertheless be given full force and effect without said provision or portion. This Agreement may not be modified except by written agreement dated subsequent to the date of this Agreement and signed by both parties. This agreement shall be governed by and construed under the laws of the United States of America and the Commonwealth of Virginia, USA, without reference to conflicts of laws principles. All disputes arising out of or relating to the subject matter of this Agreement shall be subject to the exclusive jurisdiction and venue of the United States District Court for the Eastern District of Virginia, Alexandria Division Virginia, or if jurisdiction does not properly lie in such court, the Commonwealth courts in Alexandria, Virginia. The parties consent to the personal and exclusive jurisdiction and venue of such court and waive any argument that jurisdiction or venue in such court is improper or inconvenient.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\nInterTrust Technologies Corporation Employee\nBy: _____________________ By:_________________________\nTitle:___________________ Title:______________________\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 64 - ], - [ - 65, - 138 - ], - [ - 138, - 357 - ], - [ - 357, - 385 - ], - [ - 385, - 397 - ], - [ - 397, - 594 - ], - [ - 595, - 624 - ], - [ - 625, - 1335 - ], - [ - 1335, - 1476 - ], - [ - 1476, - 1693 - ], - [ - 1694, - 2262 - ], - [ - 2262, - 2569 - ], - [ - 2569, - 3008 - ], - [ - 3008, - 3298 - ], - [ - 3298, - 3571 - ], - [ - 3572, - 3771 - ], - [ - 3771, - 3992 - ], - [ - 3992, - 4519 - ], - [ - 4520, - 4743 - ], - [ - 4744, - 4885 - ], - [ - 4885, - 5113 - ], - [ - 5113, - 5224 - ], - [ - 5224, - 5412 - ], - [ - 5412, - 5680 - ], - [ - 5680, - 6133 - ], - [ - 6134, - 6463 - ], - [ - 6463, - 6601 - ], - [ - 6601, - 6788 - ], - [ - 6788, - 7134 - ], - [ - 7134, - 7313 - ], - [ - 7314, - 7410 - ], - [ - 7411, - 7455 - ], - [ - 7456, - 7460 - ], - [ - 7460, - 7482 - ], - [ - 7482, - 7510 - ], - [ - 7511, - 7537 - ], - [ - 7537, - 7565 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 20, - 23 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 20, - 24 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 16 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001089717/000089843099004004/0000898430-99-004004.txt" - }, - { - "id": 474, - "file_name": "1089786_0000912057-00-052660_a2032473zex-99_e2.txt", - "text": "[Lanier Worldwide, Inc. Letterhead]\nJune 22, 2000\nRicoh Company, Ltd.\n15-5 Minami-Aoyama 1-chome\nMinato-ku, Tokyo 107-8544\nJapan\nAttention: Masami Takeiri\nDirector\nGentlemen:\nIn connection with the consideration by you and Lanier Worldwide, Inc., a Delaware corporation (the \"Company\"), of a possible negotiated transaction, the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, personnel, assets and liabilities. As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \"Representatives\"), each party agrees to treat any such nonpublic information concerning the other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives by or on behalf of the disclosing party (herein collectively referred to as the \"Evaluation Material\") in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions hereinafter set forth.\n1. EVALUATION MATERIAL. The term \"Evaluation Material\" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term \"Evaluation Material\" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party or any other party with respect to such information; (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party or any other party with respect to such information; (iv) is independently developed by the recipient without use of Evaluation Material; or (v) is disclosed by the recipient or its Representatives with the disclosing party's prior written consent.\n2. USE OF EVALUATION MATERIAL. Each party hereby agrees that it and its Representatives shall use the other party's Evaluation Material solely for the purpose of evaluating, negotiating and consummating a possible transaction between the parties, and that the disclosing party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the evaluation, negotiation and consummation of a transaction any of the other party's Evaluation Material in any manner whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party's Representatives who need to know such information for the sole purpose of assisting the receiving party in evaluating, negotiating and consummating a possible transaction between the parties (it being understood that such Representatives shall be informed by the receiving party of the confidential nature of such information and shall be directed by the receiving party to treat such information confidentially). In any event, the receiving party shall be responsible for any breach of this Agreement by any of its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material.\n3. NON-DISCLOSURE. In addition, each party agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto, including the status thereof; provided, however, that a party may make such disclosure if, in the written opinion of such party's outside legal counsel, such disclosure is necessary in order to comply with, or avoid committing a violation of, any law or any rule of any applicable stock exchange or system.\n4. REQUIRED DISCLOSURE. In the event that a party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material, the party requested or required to make the disclosure shall provide the other party with prompt written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of legal counsel, legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal.\n5. TERMINATION OF DISCUSSIONS. If either party decides that it does not wish to proceed with a transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving written notice thereof. In that case, or at any time upon the request of either disclosing party for any reason, each receiving party will promptly redeliver to the disclosing party all written Evaluation Material furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant hereto, and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by the receiving party or its Representatives which contain, reflect or are based upon the information in the Evaluation Material shall be destroyed or, at the receiving party's election, shall be delivered to outside legal counsel of the receiving party (where such materials shall be held in confidence, except as needed in the context of actual or threatened legal proceedings, or destroyed), and such destruction or delivery to outside counsel shall be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction or making such delivery to outside counsel.\n6. REPRESENTATION OF ACCURACY. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n7. NON-SOLICITATION. In consideration of the furnishing of Evaluation Material hereunder, each party agrees that, for a period of two years from the date hereof, neither such party nor any of its controlled affiliates will solicit to employ any of the current officers or employees of the other party with whom such party has contact or who is specifically identified to such party during the period of such party's investigation of the other party with respect to a possible transaction, so long as they are employed by the other party, without obtaining the prior written consent of the other party; provided, however, that solicitation for purposes of this paragraph shall not include solicitation of employees or officers (i) who first solicit employment from such party, or (ii) who are solicited (A) by advertising in periodicals of general circulation, or (B) by an employee search firm on behalf of such party, so long as such party did not directly encourage such firm to solicit such employee or officer or any other employees or officers of the other party.\n8. STANDSTILL. You agree that, during the period commencing the date hereof and ending on November 8, 2001, unless you shall have been specifically invited in writing by the Company, neither you nor any of your affiliates will in any manner, directly or indirectly, (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in (i) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (ii) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (iv) any \"solicitation\" of \"proxies\" (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company; (b) form, join or in any way participate in a \"group\" (as defined under the Securities Exchange Act of 1934); (c) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company; (d) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. You also agree during such period not to request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence). Notwithstanding the foregoing, the preceding restrictions contained in this paragraph 8 shall cease to be applicable if a third party shall formally commence any public tender or exchange offer for the outstanding common stock of the Company or if the Company shall publicly announce any proposed merger or other business combination involving the Company pursuant to which the outstanding common stock of the Company would cease to be listed on a national stock exchange.\n9. DEFINITIVE AGREEMENT. Each party understands and agrees that no contract or agreement providing for any transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered. Each party also agrees that unless and until a final definitive agreement regarding a transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement or otherwise except for the matters specifically agreed to herein. For purposes of this paragraph, the term \"definitive agreement\" does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party hereunder, to reject any and all proposals made by the other party or any of its Representatives with regard to a transaction between the parties, and to terminate discussions and negotiations at any time.\n10. MISCELLANEOUS. This Agreement is for the benefit of each party and its respective directors, officers, stockholders, affiliates, and agents, and shall be governed by and construed in accordance with the laws of the State of New York.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company.\nVery truly yours,\nLANIER WORLDWIDE, INC.\nBy: /s/ James A. MacLennan\nJames A. MacLennan\nExecutive Vice President and Chief\nFinancial Officer\nAccepted and agreed as of the date first written above:\nRICOH COMPANY, LTD.\nBy: /S/ MASAMI TAKEIRI\nMasami Takeiri\nManaging Director\n", - "spans": [ - [ - 0, - 35 - ], - [ - 36, - 49 - ], - [ - 50, - 69 - ], - [ - 70, - 96 - ], - [ - 97, - 122 - ], - [ - 123, - 128 - ], - [ - 129, - 154 - ], - [ - 155, - 163 - ], - [ - 164, - 174 - ], - [ - 175, - 523 - ], - [ - 523, - 1285 - ], - [ - 1286, - 1310 - ], - [ - 1310, - 1686 - ], - [ - 1686, - 1752 - ], - [ - 1752, - 1904 - ], - [ - 1904, - 2326 - ], - [ - 2326, - 2746 - ], - [ - 2746, - 2834 - ], - [ - 2834, - 2941 - ], - [ - 2942, - 2973 - ], - [ - 2973, - 3014 - ], - [ - 3014, - 3512 - ], - [ - 3512, - 3646 - ], - [ - 3646, - 4131 - ], - [ - 4131, - 4492 - ], - [ - 4493, - 4512 - ], - [ - 4512, - 5222 - ], - [ - 5223, - 5247 - ], - [ - 5247, - 5837 - ], - [ - 5837, - 6835 - ], - [ - 6836, - 6867 - ], - [ - 6867, - 7075 - ], - [ - 7075, - 7488 - ], - [ - 7488, - 8181 - ], - [ - 8182, - 8213 - ], - [ - 8213, - 8454 - ], - [ - 8454, - 8725 - ], - [ - 8725, - 8971 - ], - [ - 8972, - 8993 - ], - [ - 8993, - 9698 - ], - [ - 9698, - 9751 - ], - [ - 9751, - 9774 - ], - [ - 9774, - 9835 - ], - [ - 9835, - 10040 - ], - [ - 10041, - 10056 - ], - [ - 10056, - 10307 - ], - [ - 10307, - 10548 - ], - [ - 10548, - 10673 - ], - [ - 10673, - 10795 - ], - [ - 10795, - 10957 - ], - [ - 10957, - 11138 - ], - [ - 11138, - 11248 - ], - [ - 11248, - 11395 - ], - [ - 11395, - 11526 - ], - [ - 11526, - 11540 - ], - [ - 11540, - 11646 - ], - [ - 11646, - 11859 - ], - [ - 11859, - 12331 - ], - [ - 12332, - 12357 - ], - [ - 12357, - 12597 - ], - [ - 12597, - 12950 - ], - [ - 12950, - 13104 - ], - [ - 13104, - 13481 - ], - [ - 13482, - 13501 - ], - [ - 13501, - 13719 - ], - [ - 13720, - 13927 - ], - [ - 13928, - 13945 - ], - [ - 13946, - 13968 - ], - [ - 13969, - 13995 - ], - [ - 13996, - 14014 - ], - [ - 14015, - 14049 - ], - [ - 14050, - 14067 - ], - [ - 14068, - 14123 - ], - [ - 14124, - 14143 - ], - [ - 14144, - 14166 - ], - [ - 14167, - 14181 - ], - [ - 14182, - 14199 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 31, - 32 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 17 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10, - 22, - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10, - 22, - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 20, - 21 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001089786/000091205700052660/0000912057-00-052660.txt" - }, - { - "id": 475, - "file_name": "1094017_0000921895-00-000237_document_5.txt", - "text": "NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis agreement is entered into as of February 23, 1999, between Sulzer Orthopedics Biologics Inc. (\"SOBI\") and BIOSYNTECH LTD. (\"BIOSYNTECH\"). Mutually SOBI and BIOSYNTECH are referred to as \"The Parties\".\nWhereas, The Parties are willing to disclose information and provide access to material they regard as confidential business information (hereafter called \"Company Information\") to each other, and\nWhereas, The Parties will receive Company Information in their evaluation of possible future business relations and ongoing business, and\nNow therefore, The Parties, acknowledging mutual consideration and intending to be legally bound, agree as follows:\n1. COMPANY INFORMATION\nAs used in this agreement, the term \"Company Information\" shall mean all confidential or proprietary information and proprietary materials, including, but not limited to: trade secrets, know-how, client lists, proposed trademarks, patent applications, formulations, techniques, processes, inventions, ideas, designs, formulae, methodology, data, reports, proteins, biological substances, chemical substances and chemical compounds, including the compounds and substances resulting from a variation of the proportion of their component parts, computer software, computer software source codes, machinery, equipment, all prior and future developments, enhancements and improvements to any of the foregoing and information regarding sources of supply, business plans, patent positioning and the existence, scope and activities regarding any research, development, manufacturing, marketing or other projects of The Parties.\n\"Company Information\" shall include, without limiting the preceding, a sample (Arthroscopic Probe identified as ARTHRO-BST /Mechanical Tester identified as MACH-1/ of polymeric compounds resulting from the incorporation of varying proportions of component parts, each such compound having various physico-chemical properties, identified as BST-GEL, BST-CARGEL or other trademarks of BIOSYNTECH and bone-derived growth factor mixtures from Sulzer) and related proprietary information provided by BIOSYNTECH or Sulzer to the other Party.\n2. DISCLOSURE OF COMPANY INFORMATION\nThe Parties shall not, except with the prior written consent of the other Party, disclose to a third party, wholly or partly, Company Information disclosed by or in any other manner obtained from the other Party or from the material of the other Party to which access is granted, on or after they date first above written .\n3. USE OR SALE\nThe Parties shall use the Company Information solely for the purpose of testing and examining the Company Information to evaluate the possibility of executing an agreement for the marketing, sale and distribution of Company Information or products incorporating Company Information or other future business relations between them. The Parties shall not use the other Party's Company Information for any other purpose. In particular, but without limitation, The Parties shall not use the other Party's Company Information for the direct or indirect benefit of third parties or for consulting purposes, nor sell, lend, exchange or draw profits from the Company Information of the other Party, in whole or in part.\n4. REVERSE ENGINEERING\nThe Parties shall not make use of any reverse engineering processes or techniques, or other similar means, to obtain additional information from the Company Information disclosed or otherwise obtained from the other Party or from the material of the other Party to which access is granted, on or after the date first above written.\n5. COPIES\nThe Parties shall not make any copies, images or other reproductions of the Company Information disclosed by or otherwise obtained from the other Party.\n6. PRECAUTIONS REGARDING THIRD PARTIES\nThe Parties shall hold the Company Information in strict confidence and shall take all possible precautions to prevent the Company Information from being disclosed or made available to third parties.\n7. PRECAUTIONS REGARDING EMPLOYEES\nThe Parties shall take every possible precaution to ensure that only their employees, contractors, directors and officers who have a strict and genuine need to know have access to the Company Information.\n8. LIMIT\nThe Parties' obligations under this agreement shall not apply to any information required by law, regulation or court order to be disclosed to regulatory authorities and other governmental bodies, or which The Parties can document was available to the public or known to The Parties prior to the date first above written. These obligations shall cease as to any information which the disclosing Party can document thereafter became or becomes available to the public otherwise than as a result of a disclosure by the disclosing Party or was or is disclosed to the disclosing Party by a party unrelated to the disclosing Party that does not have a non-disclosure obligation with respect to it.\nIf Company Information of the other Party is required to be disclosed by law, regulation or court order to regulatory authorities or other governmental bodies, The Party must promptly inform the other Party before disclosing such Company Information so that the other Party may have a reasonable opportunity to contest such requirement.\n9. RETURN OF COMPANY INFORMATION\nAt any time, upon one Party's request, the other Party shall promptly redeliver to the first Party the Company Information and all materials relating to or involving Company Information of the first Party (whether prepared by the party or otherwise), and will not retain any copies, extracts or other reproductions in whole or in part regarding the Company Information. The redelivery of such material shall not relieve The Parties of their confidentiality or other obligations hereunder.\n10. TERMINATION\nThe present agreement may be unilaterally terminated by either Party in the event that the other Party becomes bankrupt or is judged to be insolvent by a court of law or if either company makes any assignment for the benefit of its creditors generally. It may also be terminated by written consent of The Parties.\n11. SURVIVAl\nTermination of the present agreement, at any time and for any reason whatsoever shall not extinguish its terms. The terms of this Non-Disclosure and Confidentiality Agreement will survive for 5 years, for the benefit of The Parties and their respective successors.\n12. ENTIRE AGREEMENT\nThis agreement, including its Schedule, constitutes the entire agreement of The Parties relating to the subject matter, supersedes all prior oral or written understandings or agreements regarding that subject matter and may not be amended, modified or cancelled except by a written instrument executed by The Parties.\n13. APPLICABLE LAW AND VENUE\nThis agreement shall be governed by and construed in accordance with the laws applicable in the province of Quebec and the venue for any dispute arising from this agreement shall be the courts of competent jurisdiction in the district of Montreal, Quebec, Canada.\nIN WITNESS THEREFORE, THE PARTIES have caused this agreement to be executed in duplicate by their respective duly authorised representatives.\n\nSulzer Orthopedics Biologics Inc. BIOSYNTECH LTD.\nby /s/ illegible by /s/ illegible\n[name of representative and title] [name of representative and title]\nPROJECT DEVELOPMENT SUKMIST VICE PRESIDENT R&D\ndate 3/2/99 date 3/1/99\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 172 - ], - [ - 172, - 188 - ], - [ - 188, - 250 - ], - [ - 251, - 260 - ], - [ - 260, - 447 - ], - [ - 448, - 457 - ], - [ - 457, - 585 - ], - [ - 586, - 601 - ], - [ - 601, - 701 - ], - [ - 702, - 724 - ], - [ - 725, - 1644 - ], - [ - 1645, - 2180 - ], - [ - 2181, - 2217 - ], - [ - 2218, - 2541 - ], - [ - 2542, - 2556 - ], - [ - 2557, - 2888 - ], - [ - 2888, - 2975 - ], - [ - 2975, - 3268 - ], - [ - 3269, - 3291 - ], - [ - 3292, - 3623 - ], - [ - 3624, - 3633 - ], - [ - 3634, - 3786 - ], - [ - 3787, - 3825 - ], - [ - 3826, - 4025 - ], - [ - 4026, - 4060 - ], - [ - 4061, - 4265 - ], - [ - 4266, - 4274 - ], - [ - 4275, - 4597 - ], - [ - 4597, - 4967 - ], - [ - 4968, - 5304 - ], - [ - 5305, - 5337 - ], - [ - 5338, - 5708 - ], - [ - 5708, - 5826 - ], - [ - 5827, - 5842 - ], - [ - 5843, - 6096 - ], - [ - 6096, - 6156 - ], - [ - 6157, - 6169 - ], - [ - 6170, - 6282 - ], - [ - 6282, - 6434 - ], - [ - 6435, - 6455 - ], - [ - 6456, - 6773 - ], - [ - 6774, - 6802 - ], - [ - 6803, - 7066 - ], - [ - 7067, - 7208 - ], - [ - 7209, - 7215 - ], - [ - 7216, - 7250 - ], - [ - 7250, - 7265 - ], - [ - 7266, - 7299 - ], - [ - 7300, - 7369 - ], - [ - 7370, - 7416 - ], - [ - 7417, - 7434 - ], - [ - 7434, - 7440 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 33, - 38, - 39 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 32 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 22 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 26 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 18 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001094017/000092189500000237/0000921895-00-000237.txt" - }, - { - "id": 477, - "file_name": "1095563_0000950168-99-002585_document_2.txt", - "text": "MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT\n(STANDARD RECIPROCAL)\nTHIS AGREEMENT (the \"Agreement\") is made between MICROSOFT CORPORATION, a Washington corporation, and Sylvan Learning Systems, Inc. (\"COMPANY\") and entered into this 16th day of February, 1998.\nIn consideration of the mutual promises and covenants contained in this Agreement, the mutual disclosure of confidential information to each other, the parties hereto agree as follows:\n1. Confidential Information and Confidential Materials\n(a) \"Confidential Information\" means nonpublic information that Disclosing Party designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. \"Confidential Information\" includes, without limitation, information relating to released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party Subsidiary and/or agents is covered by this Agreement.\n(b) Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party.\n(c) \"Confidential Materials\" shall mean all tangible materials containing Confidential Information, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable.\n2. Restrictions\n(a) Receiving Party shall not disclose any Confidential Information to third parties for five (5) years following the date of its disclosure by Disclosing Party to Receiving Party, except to Receiving Party's consultants as provided below. However, Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.\n(b) Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Confidential Material only to Receiving Party's employees or consultants on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable it to comply with all the provisions of this Agreement.\n(c) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Materials from the confidential materials of others in order to prevent commingling.\n(d) Receiving Party may not reverse engineer, decompile or disassemble any software disclosed to Receiving Party.\n3. Rights and Remedies\n(a) Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and/or Confidential Materials, or any other breach of this Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and/or Confidential Materials and prevent its further unauthorized use.\n(b) Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information or Confidential Materials at Disclosing Party's request, or at Disclosing Party's option, certify destruction of the same.\n(c) Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n(d) Disclosing Party may visit Receiving Party's premises, with reasonable prior notice and during normal business hours, to review Receiving Party's compliance with the terms of this Agreement.\n4. Miscellaneous\n(a) All Confidential Information and Confidential Materials are and shall remain the property of Disclosing Party. By disclosing information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.\n(b) If either party provides pre-release software as Confidential Information or Confidential Materials under this Agreement, such pre-release software is provided \"as is\" without warranty of any kind. Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever relating to Receiving Party's use of such pre-release software.\n(c) Any software and documentation provided under this Agreement is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft Corporation/One Microsoft Way/Redmond, WA 98052-6399.\n(d) Both parties agree that they do not intend nor will they, directly or indirectly, export or re-export (i) any Confidential Information or Confidential Materials, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information or Materials to (A) any country that is subject to U.S. export restrictions (currently including, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea, Libya, and Sudan), or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (B) to any end-user who either party knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (C) to any end-user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.\n(e) The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information as provided herein. The term \"residuals\" means information in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents.\n(f) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(g) If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. This Agreement shall be construed and controlled by the laws of the State of Washington, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of Washington. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by the Washington Long Arm Statute.\n(h) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.\n(i) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(j) All obligations created by this Agreement shall survive change or termination of the parties' business relationship.\n5. Suggestions and Feedback\nEither party may from time to time provide suggestions, comments or other feedback to the other party with respect to Confidential Information provided originally by the other party (hereinafter \"Feedback\"). Both parties agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for the Receiving Party. However, the Receiving Party shall not disclose the source of any feedback without the providing party's consent. Feedback shall be clearly designated as such and, except as otherwise provided herein, each party shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to the other party. The foregoing shall not, however, affect either party's obligations hereunder with respect to Confidential Information of the other party.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\nCOMPANY: Sylvan Learning Systems,Inc. MICROSOFT CORPORATION\nAddress: 1000 Lancaster St. By: /s/ *\nBaltimore, MD 21202 Name: *\nBy: Steve Hoffman Title: *\nName: Date: 8-27-98\nTitle: MS Contact:\nDate: 8/25/98\n* Text omitted based upon request for confidential treatment.\n1/15/97 LE911420.028\n", - "spans": [ - [ - 0, - 46 - ], - [ - 47, - 68 - ], - [ - 69, - 262 - ], - [ - 263, - 447 - ], - [ - 448, - 502 - ], - [ - 503, - 711 - ], - [ - 711, - 1072 - ], - [ - 1072, - 1204 - ], - [ - 1205, - 1274 - ], - [ - 1274, - 1398 - ], - [ - 1398, - 1514 - ], - [ - 1514, - 1684 - ], - [ - 1684, - 1735 - ], - [ - 1736, - 1956 - ], - [ - 1957, - 1972 - ], - [ - 1973, - 2213 - ], - [ - 2213, - 2497 - ], - [ - 2498, - 2704 - ], - [ - 2704, - 2859 - ], - [ - 2859, - 3053 - ], - [ - 3054, - 3292 - ], - [ - 3292, - 3434 - ], - [ - 3435, - 3548 - ], - [ - 3549, - 3571 - ], - [ - 3572, - 4015 - ], - [ - 4016, - 4250 - ], - [ - 4251, - 4584 - ], - [ - 4585, - 4779 - ], - [ - 4780, - 4796 - ], - [ - 4797, - 4912 - ], - [ - 4912, - 5128 - ], - [ - 5129, - 5331 - ], - [ - 5331, - 5508 - ], - [ - 5509, - 5610 - ], - [ - 5610, - 5716 - ], - [ - 5716, - 5827 - ], - [ - 5827, - 5838 - ], - [ - 5838, - 5935 - ], - [ - 5935, - 6014 - ], - [ - 6015, - 6121 - ], - [ - 6121, - 6184 - ], - [ - 6184, - 6318 - ], - [ - 6318, - 6619 - ], - [ - 6619, - 6790 - ], - [ - 6790, - 6926 - ], - [ - 6927, - 7138 - ], - [ - 7138, - 7392 - ], - [ - 7392, - 7608 - ], - [ - 7608, - 7770 - ], - [ - 7770, - 7894 - ], - [ - 7895, - 8010 - ], - [ - 8010, - 8140 - ], - [ - 8140, - 8393 - ], - [ - 8393, - 8535 - ], - [ - 8536, - 8720 - ], - [ - 8720, - 8926 - ], - [ - 8926, - 9122 - ], - [ - 9123, - 9289 - ], - [ - 9290, - 9484 - ], - [ - 9485, - 9605 - ], - [ - 9606, - 9633 - ], - [ - 9634, - 9842 - ], - [ - 9842, - 10019 - ], - [ - 10019, - 10133 - ], - [ - 10133, - 10355 - ], - [ - 10355, - 10493 - ], - [ - 10494, - 10562 - ], - [ - 10563, - 10622 - ], - [ - 10623, - 10660 - ], - [ - 10661, - 10681 - ], - [ - 10681, - 10687 - ], - [ - 10687, - 10688 - ], - [ - 10689, - 10714 - ], - [ - 10714, - 10715 - ], - [ - 10716, - 10735 - ], - [ - 10736, - 10754 - ], - [ - 10755, - 10768 - ], - [ - 10769, - 10830 - ], - [ - 10831, - 10851 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 49 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 59 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 11, - 12, - 45 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 11, - 12, - 45 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Contradiction", - "spans": [ - 46 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001095563/000095016899002585/0000950168-99-002585.txt" - }, - { - "id": 481, - "file_name": "1100182_0001107049-00-000014_document_23.txt", - "text": "NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT\nThis Non-Circumvention and Non-Disclosure Agreement (hereinafter referred to as the \"Agreement\" is made this 6th of February, 1999 by and between High Speed Net Solutions and R. J. Seifert Enterprises. Collectively, all the parties hereto may be referred to hereinafter as the \"Parties\", shall include both disclosing party and informed party without prejudice.\nWhereas, the Parties wish to associate themselves for the purpose of working together for their individual and common benefit.\nNow, therefore, in consideration of the representations, agreements, promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:\n1. The Parties agree to abide by the following rules of non-circumvention and non-disclosure for a period of Two years from the effective date hereof. Such covenant and agreement shall survive termination of this Agreement for any reason whatsoever.\na) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) known and/or available.\nb) For purposes of this Agreement, the term \"associates\" or \"contacts\" shall be defined as: in the case of a business entity its officers, directors, affiliates, subsidiaries, associated entities, and any other business entity in which the business entity owns five percent (5%) or more of the outstanding equity interest.\nc) The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring thereunder, each other's business, business sources and affiliates and each other's propriety knowledge and know-how, and will disclose such information only pursuant to the express written permission of the party who made such information available save where such information deemed to be in the public domain or under the order of a competent Court or Government Agency.\nd) This Agreement and each additional agreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be reproduced, communicated or distributed in any manner whatsoever except on a \"need to know\" basis to persons directly involved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party.\ne) It is understood and agreed that by reason of this \"Agreement\" the \"Parties\" that are involved during the course of business transactions may learn from one another, or from the principals the names, addresses, telephone numbers of lenders, agents, brokers, clients or others hereafter referred to as \"Contracts\" and or \"Associates\".\nf) It is understood and agreed that the \"Contracts\" of each party hereto are and shall be recognized as exclusive and valuable \"Contracts\" and that the parties will not directly or indirectly negotiate or participate in any transaction circumventing the party who first provided the \"Contract\".\n2. The Agreement is valid and effective for all purposes, business, communications, negotiations, disclosures and transactions of whatever nature between the Parties for a period of two (2) years from the effective date hereof.\n3. Each Party represents, warrants and covenants that all information furnished by said party, or to be furnished by said Party, or to any other Party or Parties hereto is, or will be, true, complete, correct and accurate to best of said Party's knowledge, ability and belief.\n4. In the event of circumvention by the \"Parties\" involved in this transaction, either directly or indirectly, it is agreed and guaranteed that a monetary penalty will be paid by the person or persons engaged in or circumvention. This payment will additionally include all reasonable legal expenses incurred by the aggrieved party.\n5. This Agreement contains the entire and complete understanding existing between the Parties of the date of its execution regarding the subject matters contained herein, and all former representations, promises or covenants, whether written or verbal, are null and void.\n6. This Agreement may be modified only by written agreement duly executed by all Parties hereto.\n7. This Agreement shall be binding upon, and inure to the benefit of the heirs, legal representatives, successors, designees, and/or assigns of the Parties. The executor, administrator, or personal representative of a deceased party shall execute and deliver any document(s) or legal instrument(s) necessary or desirable to carry out the provisions hereof.\n8. Any written notice required or allowed to be given hereunder shall be deemed to have been duly and properly given and delivered (a) as of the date actually hand delivered to the Party to be charged with receipt.\n9. Any copy of this Agreement, or any other documents executed and/or signed by any of the Parties hereto, and sent to another Party hereto by facsimile transmission carries the full force and effect as if it were the hand delivered original.\n10. This Agreement was negotiated and prepared jointly by all Parties hereto, and each Party acknowledges that they have had ample opportunity to consult legal, financial and other counsel concerning all aspects, terms and condition of this Agreement. This Agreement may be executed in multiple counterpart copies, each of which shall be deemed a duplicate original.\n11. No party shall be considered or adjudged to be in violation of this Agreement when the violation is due to situations beyond the said party's control, such as acts of God, civil disturbances, theft, or said Party's connections having prior knowledge or possession of privileged information, contacts, or contacts without the disclosure, intervention or assistance of said party or aid Parties associates as defined herein. Essentially, the spirit behind this Agreement is one of mutual trust, confidence and reliance upon each party to do what is fair and equitable.\n12. This Agreement is a full recourse agreement concluded under the laws of Pennsylvania and said forum shall be applicable law covering the construction, interpretation, execution, validity, enforceability, performance, and any other such matters in respect to this Agreement, including any breach or claim of breach hereof.\n13. This Agreement shall be governed by law and construed to be in accordance with the laws of the State of Pennsylvania applicable to contracts made and to be performed solely in such State by parties thereof. Any dispute arising out of this Agreement shall be adjudicated in arbitration under the rules of the American Arbitration Association. The prevailing party in any dispute shall be reimbursed reasonable attorneys fees.\nIN WITNESS WHEREOF, THE \"PARTIES\" HERETO HAVE EXECUTED THIS \"AGREEMENT\" ON THE DATES SET FORTH BELOW.\nAgreed, executed and acknowledged on 2/9/99 , 1999\n/s/ Michael M. Cimino /s/ Richard Seifert 02/08/99\n--------------------------------- --------------------------------\nMike Cimino for High Speed Net Richard Seifert for R J Seifert\nSolutions Enterprises\n", - "spans": [ - [ - 0, - 46 - ], - [ - 47, - 249 - ], - [ - 249, - 408 - ], - [ - 409, - 535 - ], - [ - 536, - 778 - ], - [ - 779, - 930 - ], - [ - 930, - 1028 - ], - [ - 1029, - 1475 - ], - [ - 1476, - 1798 - ], - [ - 1799, - 2282 - ], - [ - 2283, - 2668 - ], - [ - 2669, - 3005 - ], - [ - 3006, - 3300 - ], - [ - 3301, - 3528 - ], - [ - 3529, - 3805 - ], - [ - 3806, - 4036 - ], - [ - 4036, - 4137 - ], - [ - 4138, - 4409 - ], - [ - 4410, - 4506 - ], - [ - 4507, - 4664 - ], - [ - 4664, - 4863 - ], - [ - 4864, - 4995 - ], - [ - 4995, - 5078 - ], - [ - 5079, - 5321 - ], - [ - 5322, - 5574 - ], - [ - 5574, - 5688 - ], - [ - 5689, - 6116 - ], - [ - 6116, - 6259 - ], - [ - 6260, - 6585 - ], - [ - 6586, - 6797 - ], - [ - 6797, - 6932 - ], - [ - 6932, - 7014 - ], - [ - 7015, - 7116 - ], - [ - 7117, - 7167 - ], - [ - 7168, - 7210 - ], - [ - 7210, - 7218 - ], - [ - 7219, - 7253 - ], - [ - 7253, - 7285 - ], - [ - 7286, - 7348 - ], - [ - 7349, - 7370 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001100182/000110704900000014/0001107049-00-000014.txt" - }, - { - "id": 483, - "file_name": "1101204_0001085037-00-000208_0015.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is entered into by and between ENTERA INC., a Delaware Corporation (\"Entera\") with its principal place of business at 40971 Encyclopedia Circle, Fremont CA 94538 and , located at (\"Disclosee\").\nBACKGROUND\nEntera and desire to enter into discussions of business matters of mutual interest in the course of which either or both of said Parties (\"Disclosing Party\") may disclose certain of its proprietary and confidential information to the other Party (\"Receiving Party\"). It is anticipated that:\nEntera will be:\na Disclosing Party a Receiving Party X Both\nwill be:\na Disclosing Party a Receiving Party X Both\nThe specific purpose of the discussions and the disclosure of proprietary and confidential information is:\nTO DISCUSS BOTH 'S AND ENTERA'S BUSINESS STRATEGY, BUSINESS MODELS, TECHNICAL SOLUTIONS AND CONFIDENTIAL INFORMATION IN SUPPORT OF DISCUSSIONS CONCERNING A POTENTIAL STRATEGIC RELATIONSHIP, MARKETING ALLIANCE, JOINT DEVELOPMENT EFFORT, OR PRODUCT/SERVICE INTEROPERABILITY AND TO DISCUSS OTHER BUSINESS OPPORTUNITIES, BOTH SHORT AND LONG TERM.\nThe proprietary and confidential information to be supplied under the provisions of this Agreement relates to the subject of:\nBUSINESS MODELS, STREAMING, CACHING, AUTHORING TOOLS, LOGGING, STRATEGIC PARTNERSHIPS AND CONTENT MANAGEMENT SYSTEMS. BOTH WILL DISCUSS PLANS FOR MARKETING AND DEVELOPMENT PLANS, PRICE AND COST DATA, PRICE AND FEE AMOUNTS, FINANCIAL MODELS, BUSINESS CASES, MARKETING TECHNIQUES AND METHODS OF OBTAINING BUSINESS, FORECASTS AND FORECAST ASSUMPTIONS AND VOLUMES, AND FUTURE PLANS AND POTENTIAL STRATEGIES WHICH HAVE BEEN DISCUSSED OR ARE BEING DISCUSSED. AGREEMENT\nThe Parties agree as follows:\n1. Information: As used herein the term \"Information\" includes any and all technology, information, knowledge or data whether oral, written, in a physical form or otherwise, which is disclosed for the purpose set forth above and which is identified by the Disclosing Party at the time of disclosure as being proprietary and/or confidential. \"Data\" includes notes, designs, drawings, documentation, flow charts, writings, specifications, memoranda, computer software and other similar data. To be covered hereunder, Information disclosed in writing must be marked \"proprietary\", \"confidential\", or by words of similar import. Information disclosed orally or visually and identified at the time as proprietary or confidential shall be covered hereunder if it is reduced to writing, marked as provided herein, and transmitted to Receiving Party within thirty (30) days after disclosure.\n2. The Receiving Party agrees:\na. that with respect to Information, a confidential relationship is established between the Parties, and that Receiving Party shall use Information only for the purpose set forth above;\nb. to treat Information as confidential and to exercise no less care in its protection than Receiving Party uses in protecting its proprietary and confidential Information, or if Receiving Party has established no such standard of care, then Receiving Party shall exercise such care as the Disclosing Party observes to protect Information;\nc. to restrict dissemination of Information within its organization to employees having a need to know in connection with the purpose of the disclosure set forth above, and to ensure that such employees are informed of the proprietary and confidential nature thereof and that they agree to and observe the requirements of confidentiality set forth herein;\nd. not to disclose Information to any other party without the written authorization of Disclosing Party;\ne. not to duplicate Information without the express written permission of Disclosing Party;\nf. to return or destroy Information which is in written or physical form, together with any and all copies, negatives, or reproductions or derivative works in any media, promptly upon request of Disclosing Party or upon termination or completion of the Agreement.\n3. Disclosing Party acknowledges that the Agreement does not apply to Information which:\na. is at the time of its disclosure publicly known through no wrongful act of Receiving Party;\nb. is known to Receiving Party at the time of disclosure;\nc. is independently developed by Receiving Party without use of Information;\nd. is rightfully received by Receiving Party from a third party without breach of the Agreement;\ne. is furnished to a third party by Disclosing Party without similar restrictions on the third party;\nf. is approved for disclosure by the written authorization of Disclosing Party; or\ng. is disclosed as required by judicial action after all reasonable legal recourse to maintain the confidentiality of Information has been exhausted.\n4. Subject to Article 3 hereof, each Party receiving Information under the Agreement shall hold Information in confidence in accordance with the terms of the Agreement for a period of two (2) years from the date of receipt thereof.\n5. Because of the trade secret subject matter of Entera's business, Disclosee agrees that it will not solicit the services of any of the employees of Entera during the term of this Agreement and for ninety (90) days thereafter.\n6. This Agreement is effective until terminated in accordance with this Article. Either Party, upon two (2) days notice in writing to the other Party, may terminate the Agreement with respect to disclosures made thereafter. The rights and obligations of the Parties hereunder in respect of Information received under and subject to the Agreement shall survive such termination.\n7. No license, express or implied, in Information is granted to the Receiving Party other than to use Information in the manner and to the extent authorized by the Agreement.\n8. No Information submitted and/or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to infringement of trademarks, patents, copyrights or any right of privacy, or any rights of third persons.\n9. Each Party acknowledges that the unauthorized disclosure or use by the Receiving Party of the Disclosing Party's proprietary and confidential Information will cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that the Disclosing Party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.\n10. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and may be modified or amended only by a written document duly executed by authorized representatives of Entera and .\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a sealed instrument, subject to and governed by the laws of the state of California this nd day of , 2000.\nENTERA, INC. \" \"\nBy: By:\nName: Name:\nTitle: Title:\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 240 - ], - [ - 241, - 251 - ], - [ - 252, - 519 - ], - [ - 519, - 542 - ], - [ - 543, - 558 - ], - [ - 559, - 602 - ], - [ - 603, - 611 - ], - [ - 612, - 655 - ], - [ - 656, - 762 - ], - [ - 763, - 1105 - ], - [ - 1106, - 1231 - ], - [ - 1232, - 1350 - ], - [ - 1350, - 1685 - ], - [ - 1685, - 1694 - ], - [ - 1695, - 1724 - ], - [ - 1725, - 1741 - ], - [ - 1741, - 2066 - ], - [ - 2066, - 2215 - ], - [ - 2215, - 2350 - ], - [ - 2350, - 2608 - ], - [ - 2609, - 2639 - ], - [ - 2640, - 2825 - ], - [ - 2826, - 3165 - ], - [ - 3166, - 3521 - ], - [ - 3522, - 3626 - ], - [ - 3627, - 3718 - ], - [ - 3719, - 3982 - ], - [ - 3983, - 4071 - ], - [ - 4072, - 4166 - ], - [ - 4167, - 4224 - ], - [ - 4225, - 4301 - ], - [ - 4302, - 4398 - ], - [ - 4399, - 4500 - ], - [ - 4501, - 4583 - ], - [ - 4584, - 4733 - ], - [ - 4734, - 4965 - ], - [ - 4966, - 5193 - ], - [ - 5194, - 5275 - ], - [ - 5275, - 5418 - ], - [ - 5418, - 5571 - ], - [ - 5572, - 5746 - ], - [ - 5747, - 6038 - ], - [ - 6039, - 6299 - ], - [ - 6299, - 6567 - ], - [ - 6568, - 6798 - ], - [ - 6799, - 6981 - ], - [ - 6982, - 6998 - ], - [ - 6999, - 7006 - ], - [ - 7007, - 7018 - ], - [ - 7019, - 7032 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21, - 27 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 17, - 19, - 20 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 40 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 28, - 31 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21, - 27 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 37 - ] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 21, - 25 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 21, - 26 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 28, - 32 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21, - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 21, - 22 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001101204/000108503700000208/0001085037-00-000208.txt" - }, - { - "id": 484, - "file_name": "1102301_0001094328-04-000141_freesarex23052004.txt", - "text": "NON-COMPETITION AND NON-DISCLOSURE AGREEMENT\nNON -COMPETITION AND NON-DISCLOSURE AGREEMENT\nAGREEMENT (this \"Agreement\"), dated as of May 4, 2004, by and between FREESTAR TECHNOLOGY CORPORATION, a Nevada corporation having offices at Calle Fantino Falco, J.A. Baez Building, 2nd Floor, Santo Domingo, Dominican Republic (the \"Buyer\"), and UNICOMP, INC., a Colorado corporation having offices at 6478 Putnam Ford Road, Suite 208, Woodstock, Georgia 30189 (the \"Stockholder\");\nWITNESSETH:\nWHEREAS, on the date hereof, pursuant to that certain Asset Purchase Agreement of even date herewith (the \"Purchase Agreement\"), by and among the Buyer, UniPay, Inc. (the \"Seller\") and the Stockholder, the Buyer is acquiring all of the assets and properties of the Seller used to provide or act as an electronic gateway between sellers of goods and services and processors of payments for such goods and services made via credit cards and debit cards, presently located at Seller's facility in Murphy, North Carolina (the \"Business\"), as a going concern;\nWHEREAS, the Stockholder has heretofore been the sole stockholder of the Seller, and as such, will derive substantial benefit from the transactions contemplated by the Purchase Agreement;\nWHEREAS, by reason of its ownership and management of the Seller, the Stockholder has detailed knowledge and possesses confidential information concerning the Business;\nWHEREAS, in order to induce the Buyer to consummate the transactions contemplated by the Purchase Agreement, the Stockholder has agreed, and the Buyer has required the Stockholder, to enter into this Agreement;\nNOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Purchase Agreement, the parties hereby agree as follows:\n10. Restrictive Covenants.\n(a) The Stockholder hereby acknowledges and agrees that: (i) the business contacts, customers, suppliers, technology, know-how, trade secrets, marketing techniques, operating methods and other aspects of the Business have been of value to the Seller, and have provided the Seller (and will hereafter provide the Buyer) with substantial competitive advantage in the operation of the Business, and (ii) by virtue of its ownership and management of the Seller as its sole stockholder, the Stockholder has detailed knowledge of and possesses confidential information concerning the Business.\n(b) The Stockholder hereby agrees, for the benefit of the Buyer and its subsidiaries, that it shall not, directly or indirectly, for itself or through or on behalf of any of its subsidiaries or affiliates, or any other person or entity, in each case relating only to the Business:\n(i) at any time from and after the date hereof, except to the extent required by law or in connection with any legal proceeding of which the Stockholder has theretofore given written notice to the Buyer, divulge, transmit or otherwise disclose or cause to be divulged, transmitted or otherwise disclosed, any business contacts, client or customer lists, technology, know-how, trade secrets, marketing techniques, contracts or other confidential or proprietary information of the Seller or the Buyer of whatever nature, whether existing on or prior to the date hereof or arising from and after the date hereof (provided, however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (A) it is a matter of common knowledge or public record, (B) it is generally known in the industry, or (C) the Stockholder can demonstrate that such information was already known to the recipient thereof other than by reason of any breach of any obligation under this Agreement or any other confidentiality or non-disclosure agreement known to the Stockholder); and/or\n(ii) at any time from the date hereof through and including the second (2nd) anniversary of the date hereof (the \"Restrictive Period\"), solicit, seek to hire, employ or retain (directly or indirectly, whether as an employee, consultant or otherwise) any person employed or retained by the Buyer at such time or within one (1) year prior to such solicitation, hiring, employment or retention, or otherwise materially and adversely interfere with the relationship between the Buyer and any such person, without the prior written consent of the Buyer in each instance; and/or\n(iii) at any time during the Restrictive Period, solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity which the Stockholder knows (or should have known) was provided with products or services of the Business by the Seller or the Stockholder at any time, for the purpose of offering services or products which compete with or are functionally similar to the services or products of the Business supplied by the Seller or the Stockholder.\n2. Remedies. The Stockholder and the Buyer hereby acknowledge and agree that any breach by the Stockholder, directly or indirectly, of the foregoing restrictive covenants will cause the Buyer and/or its affiliates irreparable injury for which there is no adequate remedy at law. Accordingly, the Stockholder expressly agrees that, in the event of any such breach or any threatened breach hereunder by the Stockholder, directly or indirectly, the Buyer and its subsidiaries shall be entitled, in addition to any and all other remedies available, to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain and/or enjoin a breach under the provisions of this Agreement.\n3. Expenses. In the event of any dispute under or arising out of this Agreement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party or parties, in addition to any damages and/or other relief that may be awarded, its reasonable costs and expenses (including reasonable attorneys' fees) incurred in connection with prosecuting or defending the subject dispute.\n4. Benefits and Obligations. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Buyer and its subsidiaries, successors and assigns, and the Stockholder and its subsidiaries, successors and assigns; provided, however, that the obligations of the Stockholder contained herein may not be delegated or assigned.\n5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties agree to the exclusive jurisdiction and venue of Florida and Georgia state and federal courts with respect to any action between the parties relating to this Agreement.\n6. Severability. It is acknowledged, understood and agreed that the restrictions contained in this Agreement (a) are made for good, valuable and adequate consideration received and to be received by the Stockholder, and (b) are reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of the Buyer and the good will thereof. It is intended that said provisions be fully severable, and in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or other tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, only to that extent necessary to render same valid and enforceable, and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect.\n7. Waiver, Amendment or Modification. Neither this Agreement nor any of the terms and conditions hereof may be waived, amended or modified except by means of a written instrument duly executed by the party to be charged therewith. No waiver of any provision, performance or default hereunder in any instance shall be construed as a continuing waiver of such provision, performance or default, or a waiver of any other provision, performance or default, or of any future performance or default.\n8. Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, one (1) day after being sent by recognized overnight courier service, or three (3) business days after being mailed by certified mail, return receipt requested, addressed to a party at the address of such party first set forth above, or at such other address as such party may hereafter have designated by notice.\n9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.\nFREESTAR TECHNOLOGY CORPORATION\nBy: /s/ Paul Egan\nPaul Egan\nPresident & Chief Executive Officer\nUNICOMP, INC.\nBy: /s/ Stephen A. Hafer\nStephen A. Hafer\nChief Executive Officer\n", - "spans": [ - [ - 0, - 44 - ], - [ - 45, - 90 - ], - [ - 91, - 473 - ], - [ - 474, - 485 - ], - [ - 486, - 1040 - ], - [ - 1041, - 1228 - ], - [ - 1229, - 1397 - ], - [ - 1398, - 1608 - ], - [ - 1609, - 1782 - ], - [ - 1783, - 1809 - ], - [ - 1810, - 1867 - ], - [ - 1867, - 2206 - ], - [ - 2206, - 2397 - ], - [ - 2398, - 2678 - ], - [ - 2679, - 3407 - ], - [ - 3407, - 3464 - ], - [ - 3464, - 3510 - ], - [ - 3510, - 3775 - ], - [ - 3776, - 4348 - ], - [ - 4349, - 4826 - ], - [ - 4827, - 4840 - ], - [ - 4840, - 5106 - ], - [ - 5106, - 5550 - ], - [ - 5551, - 5564 - ], - [ - 5564, - 5954 - ], - [ - 5955, - 5984 - ], - [ - 5984, - 6308 - ], - [ - 6309, - 6341 - ], - [ - 6341, - 6445 - ], - [ - 6445, - 6625 - ], - [ - 6626, - 6643 - ], - [ - 6643, - 6735 - ], - [ - 6735, - 6846 - ], - [ - 6846, - 7010 - ], - [ - 7010, - 7570 - ], - [ - 7571, - 7609 - ], - [ - 7609, - 7802 - ], - [ - 7802, - 8064 - ], - [ - 8065, - 8077 - ], - [ - 8077, - 8570 - ], - [ - 8571, - 8588 - ], - [ - 8588, - 8764 - ], - [ - 8765, - 8870 - ], - [ - 8871, - 8902 - ], - [ - 8903, - 8920 - ], - [ - 8921, - 8930 - ], - [ - 8931, - 8966 - ], - [ - 8967, - 8980 - ], - [ - 8981, - 9005 - ], - [ - 9006, - 9022 - ], - [ - 9023, - 9046 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 10, - 11, - 12, - 13, - 14 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 13, - 18 - ] - }, - "nda-7": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 13, - 14 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001102301/000109432804000141/0001094328-04-000141.txt" - }, - { - "id": 485, - "file_name": "1103062_0001017951-00-000016_document_13.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nNetVoice Technologies, Inc., with offices located at 13747 Montfort Dr.,Ste. 101, Dallas, Texas 75240, for itself and its affiliated companies (\"Company\"), and Unlimited Tech, Inc. with offices at 12790 Merit Dr., Park Central IX, Ste. 600, Dallas, Texas, 75251, for itself and its affiliated companies (\"Broker\"), in consideration of the mutual covenants of this Agreement, hereby agree as follows:\n1. In connection with ongoing discussions between Broker and Company concerning possible transactions (the \"Transactions\"), each party to this Agreement may wish to disclose certain proprietary and confidential information to the other party on a confidential basis. Such proprietary or confidential information (\"Information\") includes any and all technical and non-technical information, including without limitation, information concerning financial, accounting or marketing reports, business plans, analysis, forecasts, predictors, intellectual property, trade secrets and know-how disclosed in connection with the Transactions. \"Information\" may take the form of documentation, drawings, specifications, software, technical or engineering data and other forms, and may be communicated orally, in writing, by electronic or magnetic media, by visual observation and by other means. \"Information\" includes any reports, analysis, studies or other material, whether prepared by the receiving party or otherwise, that contains or are based upon proprietary or confidential information covered by this Agreement.\n2. \"Representatives\" means the controlled affiliates of either party, and the respective directors, officers, employees, attorneys, s and other agents and advisors of either party or of the controlled affiliates of either party. Each party shall be responsible for any breach of this Agreement by its respective Representatives and shall take all reasonably necessary measures to restrain its Representatives from unauthorized disclosure or use of information.\n3. All information which is disclosed by one party to the other in connection with discussions relating to the Transactions, whether before or after the date of execution of this Agreement, shall automatically be deemed proprietary or confidential and subject to this Agreement unless otherwise confirmed in writing by the disclosing party. In addition, the existence and terms of this Agreement, and the fact and substance of Company's discussions and correspondence with Broker relating to the Transactions, including the identification of either party by name or identifiable in connection with the parties' participation in such process, shall be deemed information of both parties and shall not be disclosed by either party without the consent of the other party.\n4. With respect to information disclosed under this Agreement, the party to whom the information is disclosed and its Representatives shall:\na. hold the information in confidence, exercising a degree of care not less than the care used by such party to protect its own proprietary or confidential information that it does not wish to disclose, and in no event less than a reasonable degree of care;\nb. restrict disclosure of the information solely to those Representatives with a need to know and not disclose it to any other person;\nc. advise those Representatives of their obligations with respect to the information; and\nd. use the information only in connection with continuing discussions by the parties concerning the Transactions, except as may otherwise be mutually agreed upon in writing, and shall reproduce such information only to the extent necessary for such purpose.\n5. Information shall be deemed the property of the disclosing Party and, within ten (10) business days upon written request from the disclosing party, the other party will return all such information received in tangible form to the disclosing party or will destroy all such information.\n6. The party to whom information is disclosed shall have no obligation to preserve the proprietary or confidential nature of any information which:\na. was previously known to such party free of any obligation to keep it confidential; or\nb. is or becomes publicly available by means other than unauthorized disclosure; or\nc. is developed by or on behalf of such party independent of any information furnished under this Agreement; or\nd. is received from a third party whose disclosures does not violate any confidentiality obligation.\n7. Neither this Agreement, nor the disclosure of Information under this Agreement, nor the ongoing discussions and correspondence by the parties concerning the Transactions or any other matter, shall constitute or imply any promise or intention to make any purchase or use of products, facilities or services by either party or its affiliated companies or any commitment by either party or its affiliated companies with respect to any other present or future transaction. If, in the future, the parties elect to enter into binding commitments relating to the Transactions or any transaction, such commitments will be explicitly stated in a separate written agreement executed by both parties, and the parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract relating to the Transactions or any other transaction without execution of such separate written agreement.\n8. Each party retains the right, in its sole discretion, to determine whether to disclose its information to the other party, and disclosure of information of any nature shall not obligate the disclosing party to disclose any further information.\n9. Each party (a) acknowledges that neither makes any representatives or warranty (express or implied) as to the accuracy or completeness of any information, and (b) agrees to assume full responsibility for all conclusions it may derive from the information. Each party hereby expressly disclaims any and all liability that may be based, in whole or in part, on any information, errors therein or omissions therefrom.\n10. In the event that the receiving party or its employees or Representatives (a) need (for securities law purposes) to make disclosures of information or (b) are required by law, regulations, or government agency or court orders, interrogatories, requests for information or documents, subpoenas, or civil investigative demands to disclose any information, in the case of (a) the receiving party shall provide the disclosing party with prompt written notice so that the disclosing party can work with the receiving party to limit the disclosure to the greatest extent possible consistent with legal obligations (it being understood that disclosure of the name of the other party will never be made without that party's prior written consent); or in he case of (b) the receiving party shall use its reasonable efforts to minimize such disclosure and obtain an assurance that the recipient shall accord confidential treatment to the information, and shall notify the disclosing party contemporaneously of such disclosure.\n11. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any information disclosed, or under any trademark, patent, copyright, mask work or nay other intellectual property right of either party. None of the information which may be disclosed or exchanged by the parties shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, mask works or any other intellectual property right.\n12. Each party agrees that it will not, without the prior written consent of the other, transmit, directly or indirectly, the information received from the other hereunder or any portion thereof to any country outside of the United States.\n13. This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns.\n14. This Agreement shall be governed by and construed in accordance with the local laws of the State of Texas without regard to conflict of law principles.\n15. This Agreement shall become effective as of the date of which it is first executed below (\"Effective Date\"), provided that this Agreement shall cover all information disclosed by one party to the other whether before or after the Effective Date. Disclosures of information under this Agreement may take place for a period (the \"Information Disclosure Period\") of two (2) years after the Effective Date. The obligations of the parties contained in Paragraphs 5, 10 and 12 shall survive and continue beyond the expiration of the Information Disclosure Period by a further period of two (2) years.\n16. Each party agrees that the disclosing party wold be irreparably injured by a breach of this Agreement by the receiving party or its Representatives and that the disclosing party shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement. Such remedies shall not be deemed to be exclusive remedies for a breach of this Agreement, but shall be addition to all other remedies available at law or in equity.\n17. This Agreement (a) constitutes the entire understanding between the parties with respect to information provided in connection with the Transactions, (b) supersedes all prior agreements between the parties with respect to information provided in connection with discussions relating to the Transactions and (c) shall bind each party with respect to all information received by it prior to the expiration of the Information Disclosure Period. No amendments or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative.\nIN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf as of the Effective Date.\nNetVoice Technologies, Inc. Unlimited Tech, Inc.\nBy: /s/ BILL BEDRI By: /s/ JACK PILON\nPrint Name: Bill Bedri Print Name: Jack Pilon\nTitle: President & CFO Title: President\nDate: 9/18/98 Date: 9-18-98\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 431 - ], - [ - 432, - 699 - ], - [ - 699, - 1065 - ], - [ - 1065, - 1317 - ], - [ - 1317, - 1542 - ], - [ - 1543, - 1772 - ], - [ - 1772, - 2003 - ], - [ - 2004, - 2345 - ], - [ - 2345, - 2772 - ], - [ - 2773, - 2913 - ], - [ - 2914, - 3171 - ], - [ - 3172, - 3306 - ], - [ - 3307, - 3323 - ], - [ - 3323, - 3396 - ], - [ - 3397, - 3654 - ], - [ - 3655, - 3942 - ], - [ - 3943, - 4090 - ], - [ - 4091, - 4179 - ], - [ - 4180, - 4263 - ], - [ - 4264, - 4375 - ], - [ - 4376, - 4476 - ], - [ - 4477, - 4949 - ], - [ - 4949, - 5425 - ], - [ - 5426, - 5672 - ], - [ - 5673, - 5687 - ], - [ - 5687, - 5835 - ], - [ - 5835, - 5932 - ], - [ - 5932, - 6090 - ], - [ - 6091, - 6169 - ], - [ - 6169, - 6246 - ], - [ - 6246, - 6464 - ], - [ - 6464, - 6852 - ], - [ - 6852, - 7111 - ], - [ - 7112, - 7373 - ], - [ - 7373, - 7717 - ], - [ - 7718, - 7957 - ], - [ - 7958, - 8074 - ], - [ - 8075, - 8230 - ], - [ - 8231, - 8481 - ], - [ - 8481, - 8638 - ], - [ - 8638, - 8829 - ], - [ - 8830, - 9169 - ], - [ - 9169, - 9334 - ], - [ - 9335, - 9354 - ], - [ - 9354, - 9489 - ], - [ - 9489, - 9646 - ], - [ - 9646, - 9781 - ], - [ - 9781, - 9968 - ], - [ - 9969, - 10080 - ], - [ - 10081, - 10129 - ], - [ - 10130, - 10167 - ], - [ - 10168, - 10213 - ], - [ - 10214, - 10237 - ], - [ - 10237, - 10253 - ], - [ - 10254, - 10268 - ], - [ - 10268, - 10281 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16, - 34 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3, - 4 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 41 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 3, - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 6, - 10, - 12 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 10, - 15 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 31, - 32 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 6, - 10, - 12 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 10, - 15 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001103062/000101795100000016/0001017951-00-000016.txt" - }, - { - "id": 487, - "file_name": "1105503_0000950123-00-006736_ex10-14.txt", - "text": "NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into by and between NATIONAL NETWORK TECHNOLOGIES, LLC, a Delaware limited liability company, and its affiliates (collectively \"NNT\"), and LEVEL 3 COMMUNICATIONS, LLC a Delaware limited liability company, and its affiliates (collectively \"LEVEL 3\") (each being a \"party\" or collective \"parties\").\n1. DISCLOSURE. The parties intend to engage in discussions concerning a potential business relationship (the \"Proposed Relationship\"). In connection therewith, Level 3 and NNT may disclose to each other technical, financial and/or other information, material, or data which is written, oral or in any other form, electronic or otherwise (collectively \"Data\") which is considered confidential and proprietary.\n2. CONFIDENTIAL DATA. \"Confidential Data\" means (a) any Data disclosed by or on behalf of a party (\"disclosing party\") to the other party (\"receiving party\"), including, without limitation, (i) any materials, trade secrets, know-how, formulas, processes, algorithms, ideas, strategies, inventions, data, network configurations, system architecture, designs, flow charts, drawings, proprietary information, business and marketing plans, financial and operational information, and all other non-public information, material or data relating to the current and/or future business and operations of the disclosing party, and (ii) any information, material or data provided by third party vendors of the disclosing party; and (b) any analyses, compilations, studies, summaries, extracts or other documentation prepared by the receiving party based on the Data disclosed by the disclosing party.\n3. PUBLIC DATA. Notwithstanding any other provision of this Agreement, Data shall not be, or shall cease to be, Confidential Data hereunder: (a) if such Data is known to the receiving party prior to disclosure thereof by the disclosing party; (b) after such Data is published or becomes available to others, without restriction and without breach of this Agreement by the receiving party; (c) after such Data becomes available to the receiving party from others having no obligation to hold such Data in confidence; or (d) if such Data is developed by the receiving party independently of any disclosure of such Data by the disclosing party.\n4. NON-DISCLOSURE OBLIGATION. Unless otherwise agreed to in writing by the disclosing party, the receiving party agrees (a) not to disclose the Confidential Data; (b) use the same degree of care and diligence to protect such Confidential Data from disclosure to others as such party employs or should reasonably employ to so protect its own information of like importance (but in no event less than reasonable care); and (c) not to reproduce or copy the Confidential Data, in whole or in part, except as necessary for the evaluation or conduct of the Proposed Relationship. Notwithstanding the foregoing, the receiving party may disclose the Confidential Data, to such of the receiving party's consultants, agents and affiliates (collectively \"receiving party representative\") which the receiving party reasonably and in good faith believes should be involved in the evaluation or performance of the Proposed Relationship, provided such receiving party representative is informed of this Agreement and agrees to be bound by the terms hereof, and the receiving party uses best efforts to cause the receiving party representative to observe the terms of this Agreement. The receiving party agrees that a breach of this Agreement by a receiving party representative shall constitute a breach by the receiving party. In the event that the receiving party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Confidential Data, the receiving party agrees that it will provide the disclosing party with prompt notice of such request(s) to enable the disclosing party to seek an appropriate protective order or to take steps to protect the confidentiality of such Confidential Data.\n5. NO ADDITIONAL RIGHTS. The receiving party shall not have any rights or obligations respecting the Confidential Data other than those specifically set forth in this Agreement. Without limiting the generality of any other provision of this Agreement: (a) no license is hereby or otherwise granted, directly or indirectly, under any patent, copyright or other proprietary right of the disclosing party or its third party vendors; and (b) neither party shall be obligated to disclose Data to the other party or to enter into any further agreements relating to the Proposed Relationship or Data. A party may terminate discussions regarding the Proposed Relationship at any time. The receiving party shall, upon written request of the disclosing party, return to the disclosing party all Confidential Data, including all copies thereof, disclosed hereunder. The receiving party's obligations under this Agreement respecting the Confidential Data shall survive termination of said discussions.\n6. INJUNCTIVE RELIEF. Both parties acknowledge and agree that the disclosing party and/or its third party vendors (as the case may be) own all rights, title and interest in the Confidential Data. Both parties further acknowledge and agree that the unauthorized disclosure of the Confidential Data will cause irreparable harm to the disclosing party. As a result of the unique nature of the Confidential Data, in addition to all other remedies available, the disclosing party shall be entitled to seek injunctive and other extraordinary relief in a court of competent jurisdiction in order to enforce the receiving party's obligations hereunder.\n7. OTHER PROVISIONS. The parties further agree that: (a) this Agreement shall be governed by the laws of the State of Nebraska; (b) this Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both parties; (c) a party may waive any rights under this Agreement only by written waiver duly signed by such party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) this Agreement shall inure only to the benefit of the parties hereto, and the rights and obligations of each party under this Agreement may not be assigned or delegated without the consent of the other party; (e) no provision of this Agreement shall affect, limit or restrict either party's right to engage in any business in any place and at any time, whatsoever, provided the receiving party does not disclose the Confidential Data in violation of this Agreement; (f) each party agrees not to advertise, or otherwise make known to others, any information regarding this Agreement or the Proposed Relationship except as may be required by law; (g) neither party makes any representations or warranties as to the accuracy or completeness of any Data disclosed hereunder; (h) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement; (i) all notices under this Agreement must be in writing and shall be deemed to have been delivered to and received by a party, and will otherwise become effective, on the date of actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of such party set forth below; (j) this Agreement may be executed in counterparts; and (k) this Agreement is dated for all reference purposes October 14, 1998.\nLEVEL 3 COMMUNICATIONS, LLC NATIONAL NETWORK\n(\"LEVEL 3\") TECHNOLOGIES, LLC (\"NNT\")\nBy: _______________________________ By: ______________________________\nName: _____________________________ Name: ____________________________\nNotice Address: Notice Address:\n3555 Farnam Street 26 Broadway\nSuite 200 Suite 400\nOmaha, Nebraska 68131 New York, New York 10005\nAttn: General Counsel Attn: Larry Lundy\n", - 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"spans": [ - 31 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 30 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001105503/000095012300006736/0000950123-00-006736.txt" - }, - { - "id": 489, - "file_name": "1108906_0000889812-00-001212_document_45.txt", - "text": "CONFIDENTIAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made this 9 day of February, 1998 by and between Greenfield Online, a Connecticut corporation (\"GO\") and Forrester Research, a Massachusetts corporation (\"Client\").\nWHEREAS, the parties hereto are currently, and in the course of their business relationship may, from time to time continue to be, engaged in discussions and evaluations regarding the data and software services and products offered by GO and the products and services offered by Client (the \"Evaluation\").\nWHEREAS, in connection therewith one party may receive or come in contact with certain Confidential Information (as defined) of the other party or the other party's affiliates or clients;\nWHEREAS, as a condition to each of GO and Client disclosing such Confidential Information to the other, each party hereto agrees to treat such Confidential Information, whether furnished before, on or after the date of this Agreement, in accordance with the terms of this Agreement.\nNOW THEREFORE, in consideration such disclosure and in further consideration of the agreements contained herein, the parties agree as follows:\n1. The term \"Confidential Information\" shall mean any information and data of a confidential nature belonging to the disclosing party, its affiliates and/or licensors (\"Discloser\"), including without limitation, proprietary, technical, developmental, marketing, sales, operating, financial, performance, cost, business and process information and plans, software, and computer programming techniques which are disclosed or made available pursuant to this Agreement in connection with the Evaluation.\n2. Except for the software products and GO data, if any, disclosed hereunder, Confidential Information shall not include information which (a) is known to the party receiving the information from Discloser (\"Recipient\") at the time of disclosure and is not subject to restriction; (b) is now or subsequently becomes generally known or available to the Recipient by publication, commercial use or otherwise through no fault of Recipient; (c) is lawfully obtained from a third party who has the right to make such disclosure; or (d) is independently developed by or for the Recipient without access to the Discloser's Confidential Information.\n3. Recipient hereby agrees that the Confidential Information will be used by it solely for the purposes of discussions with Discloser relating to the Evaluation and as necessary to fulfill any obligations Recipient may have to Discloser pursuant to any agreements the parties may enter into or otherwise. Recipient agrees not to disclose the Confidential Information of the other party, in any form, to any third party except as contemplated herein. Recipient agrees to maintain the confidential nature of the Confidential Information; provided however, that any such Confidential Information may be disclosed to its employees who need access to such information for such purposes and are made aware of and agree to be bound by the confidentiality obligations contained herein.\n4. Upon termination of the Evaluation of the parties' relationship with respect thereto, and upon Discloser's request, Recipient shall return to Discloser all materials reflecting or containing any of Discloser's Confidential Information and shall not retain any copies, extracts or other reproductions in whole or in part of any of the foregoing.\n5. Each party acknowledges that unauthorized disclosure or use of the other party's Confidential Information may cause irreparable harm to such other party. Each party agrees that money damages may not be a sufficient remedy for any breach by it of this Agreement and that the non-breaching party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach.\n6. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Connecticut, and not the law of conflicts.\n7. The parties hereto shall not be obligated to compensate each other for disclosure of any information under this Agreement and agree that no warranties of any kind are given with respect to such information, as well as any use thereof. It is understood that no patent, copyright, trademark or other proprietary right or license is granted by this Agreement.\n8. This Agreement shall be effective as of the first date of disclosure of Confidential Information to Recipient. Recipient's obligations hereunder with respect to Confidential Information shall survive the termination of the parties' relationship. The confidentiality provisions in this Agreement shall survive termination of this Agreement and the parties' relationship relating to the Evaluation.\n8, Any provision of this Agreement, which is invalid, illegal or unenforceable, shall not affect in any way the remaining provisions of this Agreement.\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into effective as of the date first written above.\n\n
\nGREENFIELD ONLINE, INC. CLIENT NAME\n \nJohn Boynton\nBy: /s/ Rudy Nadilo By: /s/\nTitle Pres + CEO Title VP, Business Dvlt.\nDate 2/9/98 Date 2/19/98\n
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Canada V5J 5J9 (hereinafter referred to as \"BALLARD\").\nWHEREAS, UCAR CARBON possesses certain proprietary information (hereinafter UCAR CARBON Proprietary Information) relating to the manufacture of flexible graphite for use in fuel cells:\nWHEREAS, BALLARD possesses certain proprietary information (hereinafter BALLARD Proprietary Information) relating to fuel cells and components for fuel cells.\nWHEREAS, UCAR CARBON and BALLARD desire to exchange such proprietary information (hereinafter individually and collectively referred to as \"Proprietary Information\") for the purpose of UCAR CARBON supplying flexible graphite produced employing UCAR CARBON Proprietary Information to BALLARD under a separate purchase order.\nWHEREAS, each party is willing to disclose to the other party its Proprietary Information for the specific purposes of this Agreement under the following conditions:\n1. During the term of this Agreement, the receiving party agrees to hold in confidence and not disclose to any person or persons, other than its employees with a need to know, or use except for the purpose of this agreement, for a period of fifteen (15) years from the date of each disclosure, any and all Proprietary Information disclosed in writing and identified as Proprietary Information by the disclosing party. If Proprietary Information is disclosed orally or in other than written form, it must be identified as Proprietary Information at the time of disclosure and summarized in writing and identified as Proprietary Information by the disclosing party within thirty (30) days from the date of the disclosure. It is understood that the foregoing obligation of confidentiality does not apply to:\na) information which at the time of disclosure is in the public domain;\nb) information which is published or otherwise becomes part of the public domain through no fault of the receiving party after the disclosure hereunder;\nc) information which the receiving party can demonstrate by reasonably convincing evidence is already known or in the possession of the receiving party at the time of disclosure hereunder;\nd) information that the receiving party can show was received by it after the time of the disclosure hereunder from a third party on a non-confidential basis who did not acquire such information directly or indirectly from the disclosing party under an obligation of confidence; or\ne) information that is developed by an employee of the receiving party independent of any such disclosure under this Agreement.\n2. The receiving party agrees to use at least the same degree of care in maintaining the other party's Proprietary Information confidential as it does for maintaining the confidentiality of its own Proprietary Information of a similar nature.\n3. The receiving party agrees not to copy any Proprietary Information without the written permission of the disclosing party, and shall return such Proprietary Information and any copies when requested to do so by the disclosing party during the term of this Agreement\n4. No license, express or implied, is granted by either party to the other party under any patent, trade secret or copyright now or hereafter owned by either party under this Agreement.\n5. This Agreement shall be construed and interpreted, and its performance shall be governed by substantive laws of the state of Connecticut, U.S.A., without recourse to its conflict of laws, rules or principles. 6. Either party upon thirty (30) days notice given in writing to the other party may terminate this Agreement. However, termination of the Agreement will not affect the confidentiality and non-use obligations of either party.\nAGREED:\nBALLARD POWER SYSTEMS INC. UCAR CARBON COMPANY INC.\nBy /s/ Keith B. Prater By/s/ R.M. Flowers\nName Keith B. Prater Name R.M. Flowers\nTitle Vice President Title Dir.-Worldwide Tech.\nDate 21Jun96 Date July 2, 1996\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 399 - ], - [ - 400, - 584 - ], - [ - 585, - 743 - ], - [ - 744, - 1067 - ], - [ - 1068, - 1233 - ], - [ - 1234, - 1652 - ], - [ - 1652, - 1954 - ], - [ - 1954, - 2038 - ], - [ - 2039, - 2110 - ], - [ - 2111, - 2263 - ], - [ - 2264, - 2452 - ], - [ - 2453, - 2734 - ], - [ - 2735, - 2862 - ], - [ - 2863, - 3105 - ], - [ - 3106, - 3374 - ], - [ - 3375, - 3560 - ], - [ - 3561, - 3773 - ], - [ - 3773, - 3884 - ], - [ - 3884, - 3998 - ], - [ - 3999, - 4006 - ], - [ - 4007, - 4034 - ], - [ - 4034, - 4058 - ], - [ - 4059, - 4100 - ], - [ - 4101, - 4139 - ], - [ - 4140, - 4187 - ], - [ - 4188, - 4201 - ], - [ - 4201, - 4218 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 6, - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 19 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 13 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 6 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 6 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001111682/000095012300003802/0000950123-00-003802.txt" - }, - { - "id": 492, - "file_name": "1120792_0001019687-05-001599_morgan_sb2a1-ex1408.txt", - "text": "EXHIBIT 14.8\nMORGAN BEAUMONT, INC.\nGLOBAL TECHNOLOGY SOLUTIONS\nNON-CIRCUMVENTION / NON DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Agreement, dated as of Feb - 1, 2005 is made by and between Morgan Beaumont, Inc. (\"Morgan Beaumont\") and Mtel Communications Inc. as well as their respective subsidiaries, affiliates and agents (collectively referred to as the \"Parties\").\nIn consideration of the Parties herein furnishing each other with certain information, data and ideas which are either non-public, confidential or proprietary in nature and the introduction, negotiating, representing and/or assisting in the transaction of business through such introduction, negotiating, representing and/or assisting (hereinafter referred to as \"Proprietary Information\") the Parties agree as follows:\n1. Each Party agrees to maintain and to cause its officers, directors, employees, agents, advisors, subsidiaries and affiliates (collectively \"Affiliates\") to maintain the confidentiality of any Proprietary Information regarding the business affairs, property, or methods of operation or other Proprietary Information relating to the other and obtained by a Party during the term of-this Agreement. Bach Party hereto agrees that this Proprietary Information constitutes commercial and financial information and such Proprietary Information shall remain privileged and confidential and shall not be (a) used by the Party receiving it or its Affiliates for any purpose other than evaluating a proposed transaction (a \"Transaction\"), or (b) disclosed without the prior writes consent of the other Party except to the extort required by applicable law or judicial or administrative process. Each Party epees to keep confidential this Agreement and not to distribute or show copies of it or disclose the contents hereof to any person or entity not subject to this Agreement (except its Legal and accounting advisors with a written agreement to keep the seine confidential) without the prior written consent of the other Patty, except to the extent required by applicable law or judicial or administrative process.\n2. Notwithstanding the above, Proprietary Inform on shall not include information (a) which is in or comes into the public domain or may be derived from information which is in or comes into the public domain through a source other than the Party receiving the information or its Affiliates; (b) is already in the possession of the Party receiving the information prior to receiving it from the other party; or (c) which becomes known to the party receiving the information through a source that it believes is not subject to a confidentiality agreed with or other obligation of secrecy to the other Party and such source is not subject to any other prohibition against transmitting the information.\n3. Each Party acknowledges that any Proprietary Information given by the disclosing Party to the other Party in connection with this Agreement shall be the sole and exclusive property of the disclosing Party, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein and appurtenant thereto, and that no license or other right therein are created by this Agreement.\n4. In the event that a Party or anyone to whom a Party supplied Proprietary Information receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a government body, that Party shall immediately notify the other Party of the existence, terms and circumstances surrounding such a request, consult with the other Party on the advisability of taking legally available steps to resist or remove such request, and if disclosure of such information is required, the Party will (a) furnish only that portion of the Proprietary Information which in its reasonable opinion, based upon advice of counsel, it is legally compelled to disclose, and (b) at the other Party's cost, cooperate with the efforts of the Party to obtain order or other reliable assurance that confidential treat will he accorded to such portion of the Proprietary Information as may be disclosed.\n5. Each Party acknowledges that although the Party delivering the Proprietary Information has endeavored to include Proprietary Information that is relevant for purposes of the other Party's evaluation of a Transaction, the delivering Party makes no representation or warranty as to the accuracy or completeness of the Proprietary Information neither the delivering Party nor its Affiliates shall have any liability to the receiving Party OR an Affiliate arising out of the riving Patty's or an Affiliate's use of the Proprietary Information or reliance thereon.\n6. In the event that a Transaction between Parties is not entered into, or is entered into but thereafter terminated, each Party will, at the request of the other Party, promptly deliver all Proprietary Information to the other Party without retaining any copies thereof.\n7. Each Party understands That the Proprietary Information disclosed to it is a unique and valuable asset of the other Party, that violation of this Agreement would cause the other Party immediate and irreparable harm, and that the remedies at law may be inadequate. Each Party therefore consents to the entry of a restraining order and a preliminary and permanent injunction restraining any such violation without proof of actual damages. Each Party agrees that any money damages shall include all pecuniary beets obtained by the receiving Party and its Affiliates as a result of any brunch of this Agreement.\n8. Each party agrees that without the prior written consent of the other Party, it shall not, in reference to this Agreement, use or permit to be used the name (or any variation thereof from which any connection with each may be inferred or implied), trademark, servicemark, or any logo of the other Party or its Affiliates.\n9. Each Party acknowledges that preliminary dealings and discussions, and this letter, shall not be construed in any way as an obligation of either Party to go forward with or consummate any Transaction. In the event the Parties consummate any Transaction a formal and binding Agreement shall be executed by the Parties.\n10. This Agreement shall be governed and construed in accordance with the laws of the state of Florida without giving effect to the principles of conflict of law. No failure, neglect, or forbearance on the part of either Party to require strict performance of this Agreement shall be construed as a waiver of the rights or remedies of such Party.\n11. The Parties of THIS Agreement acknowledge that no effort shall be made to circumvent its terms in an attempt to gain cessions, fees, remuneration or considerations to the benefit of any of the Parties of this Agreement while excluding equal or agreed to benefits to any of the other parties. And that further, throughout the terns OF this agreement the parties agree that they shall not, as either owner, co-owner, partner, joint venture, employees, agent, sales person, service person, officer, director, stockholder, or in any other capacity whatsoever, or on behalf of any other business entity, become engaged directly or indirectly with any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement without the direct participation and authority of-the introducing party. The parties agree that any such breech of this provision shall cause severe damage for which the injured party will have the right to consequential monetary damages and injunctive relief and protection against the offending party and any person, firm, corporation, association, or other entity or entities introduced as a result of this agreement with whom the offending party enters into such circumvention.\n12. This Agreement shall remain in effect for a period of five (5) years from date hereof. In the event any court shall determine that the length of time or the areas coveted by any one individual stipulation, term, or provision excessive, the Agreement shall nut be rendered invalid thereby and the court shall modify the length of time or the area covered to the extent necessary to make the Agreement valid and binding.\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.\nMORGAN BEAUMONT, INC. Mtel COMMUNICATIONS INC.\nBy: By: /S/\nDate: Date:\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 34 - ], - [ - 35, - 62 - ], - [ - 63, - 127 - ], - [ - 128, - 372 - ], - [ - 373, - 792 - ], - [ - 793, - 1192 - ], - [ - 1192, - 1391 - ], - [ - 1391, - 1527 - ], - [ - 1527, - 1680 - ], - [ - 1680, - 2101 - ], - [ - 2102, - 2184 - ], - [ - 2184, - 2394 - ], - [ - 2394, - 2513 - ], - [ - 2513, - 2801 - ], - [ - 2802, - 3211 - ], - [ - 3212, - 3836 - ], - [ - 3836, - 4001 - ], - [ - 4001, - 4224 - ], - [ - 4225, - 4787 - ], - [ - 4788, - 5059 - ], - [ - 5060, - 5086 - ], - [ - 5086, - 5327 - ], - [ - 5327, - 5500 - ], - [ - 5500, - 5670 - ], - [ - 5671, - 5995 - ], - [ - 5996, - 6200 - ], - [ - 6200, - 6316 - ], - [ - 6317, - 6480 - ], - [ - 6480, - 6663 - ], - [ - 6664, - 6960 - ], - [ - 6960, - 7496 - ], - [ - 7496, - 7904 - ], - [ - 7905, - 7996 - ], - [ - 7996, - 8327 - ], - [ - 8328, - 8444 - ], - [ - 8445, - 8467 - ], - [ - 8467, - 8491 - ], - [ - 8492, - 8503 - ], - [ - 8504, - 8515 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 14 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 7, - 8 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001120792/000101968705001599/0001019687-05-001599.txt" - }, - { - "id": 494, - "file_name": "1123713_0001021408-00-003137_0016.txt", - "text": "MUTUAL NON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT made as of the this day of , 1999\nBETWEEN\nImagicTV Inc., a corporation incorporated under the laws of Canada and having a place of business in the City of Saint John, in the County of Saint John, Province of New Brunswick, (\"ImagicTV\").\nAND\nNBTel Inc., a Canadian corporation with its principal place of business at One Brunswick Square, Saint John, New Brunswick, Canada, (hereinafter \"NBTel\")\nWHEREAS both ImagicTV and NBTel1 possesses certain confidential proprietary information and intellectual property;\nAND WHEREAS, ImagicTV and NBTel intend to participate in a program of discussions, correspondence, and/or planning sessions in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or consummation of a transaction (the \"Program\") which may result in the mutual exchange of certain confidential information and intellectual property as herein defined;\nAND WHEREAS, ImagicTV and NBTel have agreed to enter into this agreement (the \"Agreement\") to prevent the unauthorized use and disclosure of ImagicTV's confidential proprietary information and intellectual property;\nNOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows:\nI. Confidential Information\nFor purposes of this Agreement, \"Confidential Information\" shall mean the information, data, know-how, trade secrets, strategic and development plans, business plans, co-developer identities, data, business records, customer lists, any and all versions of software and related documentation, and all other information and documentation which is related to ImagicTV's DTV Manager System and NBTel's systems and operations which may be disclosed between each party or to which either party may be provided access by the other party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Program, which is not generally available to the public.\nII. Exceptions\n\"Confidential Information\" will not include information which the receiving party can establish (a) was, on the date of this Agreement, generally known to the public; or (b) became generally known to the public after the date of this Agreement other than as a result of the act or omission of the receiving party; or (c) was rightfully known to the receiving party prior to that party's leaming or receiving the same from the other party; or (d) is or was disclosed by the disclosing party to third parties generally without restrictions; or (e) the receiving party lawfully received from a third party without the third party's breach of agreement or obligation of trust; or (f) was independently developed by the receiving party; or (g) was disclosed pursuant to the order of a court or other government body, or as required by law.\nIII. Intellectual Property\nFor the purposes of this Agreement, \"Intellectual Property\" shall mean any and all intellectual property to which the disclosing party has proprietary rights and may include \"Confidential Information\" which is related to ImagicTV's DTV Manager System and NBTel's operations and systems, which may be disclosed between each party or to which either party may be provided access by the other party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Program.\nIV. Nondisclosure Obligations\nEach party considers all of its Confidential Information and Intellectual Property to be propriety. All of the disclosing party's Confidential Information and Intellectual Property shall at all times, and throughout the world, remain the property of the disclosing party exclusively, and all applicable rights in patents, copyrights and trade secrets shall remain in the disclosing party exclusively. The receiving party promises and agrees to receive and hold the Confidential Information and Intellectual Property in confidence.\nWithout limiting the generality of the foregoing, the receiving party further promises and agrees: (a) to protect and safeguard the Confidential Information and Intellectual Property against unauthorized use, publication or disclosure; (b) not to use any of the Confidential Information and Intellectual Property except for the Program; (c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information and Intellectual Property except as specifically authorized by disclosing party in accordance with this Agreement. (d) not to use any Confidential Information and Intellectual Property to compete or obtain advantage vis a vis disclosing party in any commercial activity contemplated by the parties in connection with the Program; (e) to restrict access to the Confidential Information and Intellectual Property to those of its officers, directors, and employees who clearly need such access to carry out the Program; (f) to advise each of the persons to whom it provides access to any of the Confidential Information and Intellectual Property, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of disclosing party, any of the Confidential Information and Intellectual Property, and, upon request of disclosing party, to provide disclosing party with a copy of a written agreement to that effect signed by such persons; and (g) to comply with any reasonable security measures requested in writing by disclosing party.\nV. No Right to Confidential Information and Intellectual Property\nEach party hereby agrees and acknowledges that no license, either express or implied, is hereby granted with respect to any of the Confidential Information and Intellectual Property. Each party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of disclosing party directly resulting from or relating to the Confidential Information and Intellectual Property and the right to market, use, license and franchise the Confidential Information and Intellectual Property or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of the disclosing party, and the receiving party has no right or title thereto.\nVI. No Solicitation of Employees\nEach party agrees that it will not, for a period of three (3) years from the date of this Agreement, initiate contact with the other party's employees in order to solicit, entice or induce any such employee to terminate their employment effective during the term of this Agreement for the purpose of accepting employment with the other party.\nVII. Enforcement\nEach party acknowledges and agrees that damages may not be an adequate remedy to compensate the other party for any breach of the obligations contained in this Agreement and, accordingly, agrees, that in addition to any other remedies available, the disclosing party shall be entitled to obtain relief by way of temporary or permanent injunction to enforce the obligations contained in this Agreement.\nVIII. Indemnity\nEach party agrees to indemnify and save harmless the other party against any and all losses, damages, claims, or expenses incurred or suffered as a result of the other party's breach of this Agreement.\nIX. Term and Termination.\nThis Agreement shall commence on the date first written above and shall automatically terminate three (3) years thereafter; however, either party may terminate this Agreement at any time prior thereto upon thirty (30) days prior written notice to the other party. Each party's obligations with respect to each item of the Confidential Information and Intellectual Property which it learns or receives from the other prior to the date of termination of the Agreement shall terminate three (3) years after the date of disclosure of such time of Confidential Information and Intellectual Property.\nImmediately after termination of this Agreement, each party shall return to the other party all of the other party's Confidential Information and Intellectual Property which was disclosed in, or is then represented in, tangible form.\nX. Severability\nEach clause in this Agreement is severable from the others and should any of the clauses be unenforceable, then the remainder of the Agreement shall continue in full force and effect notwithstanding the unenforceability of any clause. If any part of this Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of the balance of this Agreement.\nXI. Successors and Assigns.\nNeither party shall have the right to assign its rights under this Agreement, whether expressly or by operation of law, without the written consent of the other party. This Agreement and the obligations hereunder shall be binding on any successors and permitted assigns.\nXII. Governing Law.\nThis Agreement shall be governed by and construed in accordance with the laws of the Province of New Brunswick.\nXIII. Entire Agreement\nThe terms and conditions herein constitute the entire agreement and understanding of the parties and shall supersede all communications, negotiations, arrangements and agreements, either oral or written, with respect to the subject matter hereof. No amendments to or modifications of this Agreement shall be effective unless reduced to writing and executed by the Parties hereto. The failure of either party to enforce any term hereof shall not be deemed a waiver of any rights contained herein.\nIN WITNESS WHEREOF the parties hereto have executed these presents as of the day and year first hereinbefore written.\nSIGNED, SEALED and DELIVERED )\nin the presence of ) ImagicTV Inc.\n) per_______________________\n) NBTel Inc.\n) per_______________________\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 80 - ], - [ - 81, - 88 - ], - [ - 89, - 283 - ], - [ - 284, - 287 - ], - [ - 288, - 441 - ], - [ - 442, - 556 - ], - [ - 557, - 944 - ], - [ - 945, - 1160 - ], - [ - 1161, - 1321 - ], - [ - 1322, - 1349 - ], - [ - 1350, - 2044 - ], - [ - 2045, - 2059 - ], - [ - 2060, - 2156 - ], - [ - 2156, - 2230 - ], - [ - 2230, - 2377 - ], - [ - 2377, - 2502 - ], - [ - 2502, - 2602 - ], - [ - 2602, - 2736 - ], - [ - 2736, - 2795 - ], - [ - 2795, - 2894 - ], - [ - 2895, - 2921 - ], - [ - 2922, - 3434 - ], - [ - 3435, - 3464 - ], - [ - 3465, - 3565 - ], - [ - 3565, - 3866 - ], - [ - 3866, - 3995 - ], - [ - 3996, - 4095 - ], - [ - 4095, - 4232 - ], - [ - 4232, - 4333 - ], - [ - 4333, - 4593 - ], - [ - 4593, - 4808 - ], - [ - 4808, - 4995 - ], - [ - 4995, - 5526 - ], - [ - 5526, - 5619 - ], - [ - 5620, - 5685 - ], - [ - 5686, - 5869 - ], - [ - 5869, - 6413 - ], - [ - 6414, - 6446 - ], - [ - 6447, - 6789 - ], - [ - 6790, - 6806 - ], - [ - 6807, - 7208 - ], - [ - 7209, - 7224 - ], - [ - 7225, - 7426 - ], - [ - 7427, - 7452 - ], - [ - 7453, - 7717 - ], - [ - 7717, - 8047 - ], - [ - 8048, - 8281 - ], - [ - 8282, - 8297 - ], - [ - 8298, - 8533 - ], - [ - 8533, - 8710 - ], - [ - 8711, - 8715 - ], - [ - 8715, - 8738 - ], - [ - 8739, - 8907 - ], - [ - 8907, - 9009 - ], - [ - 9010, - 9015 - ], - [ - 9015, - 9029 - ], - [ - 9030, - 9141 - ], - [ - 9142, - 9148 - ], - [ - 9148, - 9164 - ], - [ - 9165, - 9412 - ], - [ - 9412, - 9545 - ], - [ - 9545, - 9660 - ], - [ - 9661, - 9778 - ], - [ - 9779, - 9808 - ], - [ - 9808, - 9809 - ], - [ - 9810, - 9829 - ], - [ - 9829, - 9844 - ], - [ - 9845, - 9873 - ], - [ - 9874, - 9886 - ], - [ - 9887, - 9915 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 25, - 36 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 13, - 19 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 27, - 32 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 13, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 27, - 32 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 27, - 29, - 30 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001123713/000102140800003137/0001021408-00-003137.txt" - }, - { - "id": 495, - "file_name": "1125576_0000928385-02-000738_dex991d2.txt", - "text": "HAWKER PACIFIC AEROSPACE\nAGREEMENT FOR NON-USE AND NON-DISCLOSURE OF CONFIDENTIAL INFORMATION\nThis Agreement is entered into as of February 28, 2002, by and between HAWKER PACIFIC AEROSPACE (\"HPAC\") and LUFTHANSA TECHNIK AG (\"LHT\").\n1. LHT agrees not to disclose, except to its employees and consultants with a need to know, and not to use, except for the purposes set forth herein, any information received from HPAC under this Agreement, whether or not it is oral, written or in any other medium and whether or not it is marked as Confidential or Proprietary, and all notes, copies, analyses, compilations, studies, or interpretations that utilize such information, or are prepared, based on, or derived from such information (collectively, the \"Confidential Information\"). The Confidential Information shall also include any information provided by HPAC to LHT in connection with the possible business combination being considered by the parties prior to the date of this Agreement. The Confidential Information shall be provided for the purposes of discussions on a possible business combination.\n2. LHT agrees to prevent the unauthorized disclosure or use of Confidential Information received hereunder using the same degree of care employed to protect its own confidential information, but in no event less than a reasonable standard of care.\n3. Nothing herein shall be construed to obligate HPAC to disclose any Confidential Information to LHT, or as granting a license to any Confidential Information disclosed. HPAC makes no representation or warranty regarding the completeness or accuracy of any Confidential Information disclosed. All Confidential Information provided by HPAC and any copies made thereof shall remain the sole property of HPAC and shall be returned or destroyed, at the option of HPAC, upon three (3) days' written notice to LHT. Return or destruction of the Confidential Information and any copies made thereof shall not relieve LHT of its obligations hereunder.\n4. The above restrictions shall not apply to Confidential Information which (a) is in the public domain or is properly in the possession of the LHT without restriction at the time of receipt hereunder; (b) subsequently enters the public domain without breach hereof by LHT; (c) is lawfully received from a third party without restriction on disclosure; (d) is independently developed by LHT's personnel who have not had direct or indirect access to or knowledge of the Confidential Information; (e) is used or disclosed with the prior written approval of HPAC; and (f) is obligated to be produced under order of a court of competent jurisdiction (provided that the LHT gives adequate notice of such pending order to HPAC so that HPAC can seek a protective order or other appropriate remedy). If the above exclusions apply to only a portion of the Confidential Information, then only that portion shall be excluded from the restrictions contained herein.\n5. This Agreement shall not be assigned by either party without the express written consent of the other party; however, either party may assign this Agreement to its respective successors in interest. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and may be modified only by a written amendment signed by both parties. LHT agrees to comply with all governmental regulations applicable to the Confidential Information, including federal and state securities laws and US Export Control Laws and Regulations.\n6. LHT acknowledges that HPAC will be irreparably harmed if LHT's obligations are not specifically enforced, and that no adequate legal remedy exists for breach thereof. LHT agrees that HPAC shall be entitled to obtain injunctive relief, in addition to any other remedies available. Reasonable attorney's fees and costs shall be awarded to HPAC in the event of litigation in which HPAC prevails involving the enforcement or interpretation of this Agreement.\n7. This Agreement shall be governed by the laws of the United States and the State of California, excluding its conflict of laws rules.\n\n \nLUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE\n/s/ KNUT WISZNIEWSKI /s/ JAMES R. BENNETT\nBy: Knut Wiszniewski By: James R. Bennett\nIts: Director of Finance Its: Chief Financial Officer and\n---------------------------------- Secretary\n
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As a result of such discussions, the Receiving Party may have access to certain confidential information of the Disclosing Party and GreenWay Consulting, LLC (\"GreenWay\"). The Disclosing Party has entered into a nondisclosure agreement with GreenWay prohibiting disclosure of GreenWay confidential information, subject to the Receiving Party executing this Non-Disclosure Agreement. The Parties desire to enter into this Agreement in order to allow disclosure to the Receiving Party and prohibit disclosure of such information to any other party. Therefore, in consideration of the Receiving Party being given access to certain confidential information of the Disclosing Party and in exchange for the mutual covenant and promises contained herein, with the intent to be legally bound, the Parties agree as follows:\nAGREEMENT\n1. Confidential Information.\n(a) As used in this Agreement, the \"Confidential Information\" of the Disclosing Party shall mean all information concerning or related to the business, operations, financial condition or prospects of the Disclosing Party or any of their respective Affiliates, regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form, and shall specifically include (1) all information regarding the officers, directors, employees, equity holders, customers, suppliers, distributors, insurers, reinsurers, brokers, independent contractors, sales representatives and licensees of the Disclosing Party and their respective Affiliates, in each case whether present or prospective, (2) all inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how of the Disclosing Party and their respective Affiliates, (3) all financial statements, audit reports, budgets and business plans or forecasts of the Disclosing Party and their respective Affiliates and (4) all information concerning or related to the Transaction; provided, that the Confidential Information of the Disclosing Party shall not include (x) information which is or becomes generally known to the public through no act or omission of the Receiving Party and (y) information which has been or hereafter is lawfully obtained by the Receiving Party from a source other than the Disclosing Party (or any of their respective Affiliates or their respective officers, directors, employees, equity holders or agents) so long as, in the case of information obtained from a third party, such third party was or is not, directly or indirectly, subject to an obligation of confidentiality owed to the Disclosing Party or any of their Affiliates at the time such Confidential Information was or is disclosed to the Receiving Party. As used in this Paragraph, an \"Affiliate\" of a Disclosing Party shall mean an entity which controls, is controlled by or is under common control of a Disclosing Party, and the term \"control\" shall mean, with respect to any entity, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or otherwise.\n2. Nondisclosure of Confidential Information. Except as otherwise permitted by Section 3, the Receiving Party agrees that it will not, without the prior written consent of the Disclosing Party, disclose or use for its own benefit, or that of any third party, any Confidential Information.\n3. Permitted Disclosures. Notwithstanding Section 2, Receiving Party shall be permitted to:\n(a) disclose Confidential Information to its officers, employees and counsel, but only to the extent reasonably necessary in order for such party to prepare, conduct and execute and deliver definitive documents for the Transaction; provided that Receiving Party shall take all such action as shall be necessary or desirable in order to ensure that each of such persons maintains the confidentiality of any Confidential Information that is so disclosed; and\n(b) disclose Confidential Information to the extent, but only to the extent, required by law; provided, that prior to making any disclosure pursuant to this subsection, the Receiving Party shall notify the Disclosing Party of the same, and the Disclosing Party shall have the right to participate with the Receiving Party in determining the amount and type of Confidential Information of the Disclosing Party, if any, which must be disclosed in order to comply with applicable law, including, without limitation, state and federal securities laws and regulations.\n4. Return of Confidential Information. If activity in respect of the Transaction shall cease without the Transaction being consummated, then, promptly after the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information which is in tangible form and which is then in its possession (or in the possession of any of its officers, directors or employees).\n5. Term. This Agreement shall continue indefinitely.\n6. Equitable Relief. The Receiving Party acknowledges and agrees that the Disclosing Party and GreenWay would be irreparably damaged in the event that any of the provisions of this Agreement are not performed by the Receiving Party in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the Disclosing Party or GreenWay shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Receiving Party and shall have the right to specifically enforce this Agreement and the terms and provisions hereof against the Receiving Party in addition to any other remedy to which the Disclosing Party or GreenWay may be entitled in law or equity.\n7. Governing Law. This Agreement shall be a contract under the State of Minnesota and for all purposes shall be governed by and construed and enforced in accordance with the laws of Minnesota, excluding any choice of law provisions.\n8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns.\n9. No Assignment or Delegation. Any assignment, delegation or attempted assignment or delegation of the rights or responsibilities established under this Agreement shall be null and void without the prior written duly executed consent by the party charged.\n10. Severability of Provisions. If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.\n11. Amendment of Agreement. This Agreement may only be amended or modified through a written duly executed instrument by the Parties hereto. Any attempted oral amendment or modification is ineffective and therefore null and void.\n12. No Implied Waiver of Provisions. Either Parties' failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or a delay in performance of any term hereof.\n13. Notices. Any notice required by this Agreement or given in connection with this Agreement, shall be in writing, hand delivered or sent via registered or certified mail, and shall be given to the appropriate party:\nIf to Disclosing Party: Oregon Trail Ethanol Coalition, L.L.C.\n102 West 6th Street\nBox 267\nDavenport, Nebraska 68335\nAttn: Mark L. Jagels, President\nWith a copy to: Baird Holm Law Firm, LLC\n1500 Woodmen Tower\nOmaha, Nebraska 68102\nAttn: Victoria H. Finley\nGreenWay Consulting, LLC\n74 South County Road 22 Morris, Minnesota 56267\nIf to Receiving Party:\n------------------------------------------------------------------------------------------------------------\n14. Entire Agreement. This Agreement constitutes and contains the complete and final integrated agreement between the Parties regarding the subject matter herein. All prior negotiations, discussions and representations are merged into this Agreement. Each Party acknowledges that, except as expressly set forth herein, no representations of any kind or character have been made to it by any other party, or by any party's agents, representatives or attorneys, to induce the execution of this Agreement.\n15. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.\n16. Authority to Enter Agreement. The individuals signing this Agreement represent and guarantee each of them has the authority to bind their respective corporate entity or other principal.\n17. Copies of Agreement. A facsimile copy of this executed Agreement shall be deemed valid as if it were the original.\nExecuted as of the date first set forth above.\nRECEIVING PARTY DISCLOSING PARTY\n------------------------------------ Oregon Trail Ethanol Coalition, L.L.C.\nBy: By:\n-------------------------------- --------------------------------\nIts: Its:\n------------------------------- -------------------------------\ncc: GreenWay Consulting, LLC\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 9 - ], - [ - 10, - 34 - ], - [ - 35, - 121 - ], - [ - 122, - 308 - ], - [ - 308, - 361 - ], - [ - 361, - 381 - ], - [ - 382, - 390 - ], - [ - 391, - 590 - ], - [ - 590, - 762 - ], - [ - 762, - 973 - ], - [ - 973, - 1137 - ], - [ - 1137, - 1404 - ], - [ - 1405, - 1414 - ], - [ - 1415, - 1443 - ], - [ - 1444, - 1865 - ], - [ - 1865, - 2177 - ], - [ - 2177, - 2343 - ], - [ - 2343, - 2488 - ], - [ - 2488, - 2636 - ], - [ - 2636, - 2756 - ], - [ - 2756, - 3317 - ], - [ - 3317, - 3750 - ], - [ - 3751, - 3797 - ], - [ - 3797, - 4039 - ], - [ - 4040, - 4066 - ], - [ - 4066, - 4131 - ], - [ - 4132, - 4588 - ], - [ - 4589, - 5152 - ], - [ - 5153, - 5192 - ], - [ - 5192, - 5573 - ], - [ - 5574, - 5583 - ], - [ - 5583, - 5626 - ], - [ - 5627, - 5648 - ], - [ - 5648, - 5926 - ], - [ - 5926, - 6336 - ], - [ - 6337, - 6355 - ], - [ - 6355, - 6569 - ], - [ - 6570, - 6597 - ], - [ - 6597, - 6736 - ], - [ - 6737, - 6769 - ], - [ - 6769, - 6993 - ], - [ - 6994, - 7026 - ], - [ - 7026, - 7210 - ], - [ - 7211, - 7239 - ], - [ - 7239, - 7352 - ], - [ - 7352, - 7440 - ], - [ - 7441, - 7478 - ], - [ - 7478, - 7753 - ], - [ - 7754, - 7767 - ], - [ - 7767, - 7971 - ], - [ - 7972, - 8034 - ], - [ - 8035, - 8054 - ], - [ - 8055, - 8062 - ], - [ - 8063, - 8088 - ], - [ - 8089, - 8095 - ], - [ - 8095, - 8120 - ], - [ - 8121, - 8161 - ], - [ - 8162, - 8167 - ], - [ - 8167, - 8180 - ], - [ - 8181, - 8202 - ], - [ - 8203, - 8227 - ], - [ - 8228, - 8252 - ], - [ - 8253, - 8300 - ], - [ - 8301, - 8323 - ], - [ - 8324, - 8432 - ], - [ - 8433, - 8455 - ], - [ - 8455, - 8596 - ], - [ - 8596, - 8684 - ], - [ - 8684, - 8935 - ], - [ - 8936, - 8950 - ], - [ - 8950, - 9068 - ], - [ - 9069, - 9103 - ], - [ - 9103, - 9258 - ], - [ - 9259, - 9284 - ], - [ - 9284, - 9377 - ], - [ - 9378, - 9424 - ], - [ - 9425, - 9457 - ], - [ - 9458, - 9495 - ], - [ - 9495, - 9533 - ], - [ - 9534, - 9541 - ], - [ - 9542, - 9575 - ], - [ - 9575, - 9607 - ], - [ - 9608, - 9617 - ], - [ - 9618, - 9650 - ], - [ - 9650, - 9681 - ], - [ - 9682, - 9710 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15, - 16, - 17, - 18 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 26, - 28 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 26, - 27 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24 - ] - } - } - } - ], - "document_type": "sec-text", - "url": "https://www.sec.gov/Archives/edgar/data/0001178133/000095013103000129/0000950131-03-000129.txt" - }, - { - "id": 500, - "file_name": "1240722_0001161697-03-000454_exhibit_10-12.txt", - "text": "NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\"Agreement\") is effective as of the 31st day of July, 2003, by and between Solomon Technologies, Inc. (\"STI\") and Pinetree (Barbados) Inc. (\"Pinetree\").\nEXPLANATION\nPinetree filed a lawsuit against STI on December 20, 2002 in United States District Court for the Southern District of Maryland (later moved to the United States District Court for Northern District of Maryland), captioned as Civil Case No. 8:02-cv-04141 (the \"Lawsuit\"), in which Pinetree sought, among other things, payment of the outstanding balance under two Unsecured Convertible Promissory Notes issued by STI to Pinetree, dated January 19, 2001 and June 18, 2001, respectively. Since the date of the Lawsuit, the parties have been engaged in settlement discussions. Pursuant to the terms and conditions of this Agreement, STI may wish to provide certain proprietary information to Pinetree in furtherance of those settlement discussions. STI may also provide information to Pinetree in accordance with the terms of a Memorandum of Understanding and other settlement documents between the parties dated as of, or about, the date of this Agreement (collectively, the \"SETTLEMENT DOCUMENTS\")\nAGREEMENT\nIn consideration of the mutual covenants and conditions contained in this Agreement, and for other good and valuable consideration, the adequacy of which is mutually acknowledged, the parties agree under seal as follows:\n1. DEFINITION OF PROPRIETARY INFORMATION. As used in this Agreement, the term \"Proprietary Information\" means any confidential, non-public or proprietary information, technology or documentation, including without limitation, drawings, designs, business plans and proposals, ideas and prototypes that may be disclosed by STI to Pinetree, whether such is of a technical, commercial, organizational, scientific, financial or business nature.\n2. TERM OF DUTY NOT TO DISCLOSE. Unless a particular portion of Proprietary Information becomes nonproprietary as provided in Section 4(a) hereof, or unless otherwise authorized in a written agreement signed by an authorized officer of STI, Pinetree has a duty to protect each particular portion of Proprietary Information in for a period of five (5) years from the date of this Agreement, provided that Proprietary Information which constitutes a trade secret under applicable law shall be protected as long as the Proprietary Information qualifies as a trade secret under Maryland law.\n3. USE RESTRICTIONS.\na. SOLE PURPOSE. Pinetree may use the Proprietary Information solely for the purpose of evaluating the settlement discussions, or to evaluate such information in connection with STI's performance under any settlement documents which the parties may execute. Unless otherwise expressly authorized to the contrary by STI in a prior signed writing, Pinetree shall not, either directly or indirectly: (a) use, apply, reveal, report, publish or otherwise disclose any of the Proprietary Information to, or for the benefit of, Pinetree or any third party; (b) use or incorporate any of the Proprietary Information in any products or services; or (c) assist, act as an agent for, or act as an advisor or consultant to, any person or entity for the purpose of developing, marketing or selling any product or service that incorporates any of the Proprietary Information. Without limiting the foregoing, Pinetree may use the names of investors provided by STI under the terms of the Settlement Documents solely for the purpose of making an internal decision about whether to convert the Convert Indebtedness then outstanding under the terms of the Convertible Promissory Note between the parties dated as of, or about, the date of this Agreement, and agrees not to contact those investors.\nb. DEGREE OF CARE. Pinetree must protect the Proprietary Information from unauthorized use or disclosure by exercising the same degree of care that Pinetree uses with respect to information of its own of a similar, highly valuable nature, and Pinetree must, at minimum, use at least reasonable care.\nc. DUPLICATION. Pinetree shall not copy, duplicate, replicate, decompile or reverse engineer in any manner whatsoever (whether physically, electronically, in writing or otherwise), in whole or in part, any part of the Proprietary Information without the prior written consent of STI, which consent shall be in STI's sole and absolute discretion, and will immediately notify STI in writing of any unauthorized disclosure of the Proprietary Information. At any time upon STI's request, Pinetree shall promptly redeliver to STI, or destroy at STI's direction, all written material in any media or format whatsoever containing, reflecting or in any way derived from the Proprietary Information (including notes, summaries, copies, extracts or other reproductions, in whole or in part), regardless of whether the material was prepared by STI or on STI's behalf. The redelivery or destruction of the Proprietary Information shall be certified by Pinetree in writing to STI, and shall not in any way relieve Pinetree of its obligation of confidentiality.\n4. EXCEPTIONS.\na. GENERAL EXCEPTIONS. The disclosure and use restrictions imposed in this Agreement do not apply to Proprietary Material that: (a)\nPinetree can show by documentary evidence was already in Pinetree's possession before the disclosure hereunder to Pinetree; (b) is hereafter disclosed to Pinetree by a third party who has no duty of confidentiality to STI in respect of it; or (c) is or becomes generally available to the public through no act or default on Pinetree's part. Proprietary Material that comprises a combination of features shall not be within any of the exceptions set forth above merely because individual features are known or received by Pinetree or are in or fall into the public domain, but only if the combination is know or received by Pinetree or is in or falls into the public domain.\nb. DISCLOSURE UPON REQUEST OF GOVERNMENT. In the event that Pinetree receives a request to disclose all or any part of the Proprietary Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, Pinetree shall: (a) promptly notify STI of the existence, terms and circumstances surrounding such a request; (b) consult with STI on the advisability of taking steps to resist or narrow such request; (c) if disclosure of such Proprietary Information is required, furnish only such portion of the Proprietary Information as Pinetree is advised by counsel is legally required to be disclosed; and (d) cooperate with STI, at STI's expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Proprietary Information that is required to be disclosed.\nc. OWNERSHIP; WARRANTIES. Pinetree agrees that all Proprietary Material disclosed shall remain the property of STI, and nothing herein shall be construed as the grant of a license or any other right, either directly or indirectly, by implication, estoppel or otherwise, to any Proprietary Material. STI has no obligation to disclose any Proprietary Information. STI makes no representations or warranties as to the accuracy or completeness of the Proprietary Material, and shall have no liability to Pinetree or its Representatives resulting from Pinetree's use of the Proprietary Material, except as may be expressly set forth in any subsequent, definitive written agreement between the parties. This Agreement does not create an agency, partnership, joint venture or other like relationship.\n5. FURTHER ASSURANCES; WAIVER. Pinetree agrees to do such further acts and to execute and deliver such additional agreements and instruments from time to time as STI may at any time reasonably request in order to assure and confirm unto STI its rights, powers and remedies conferred in the Agreement. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.\n6. LAW; FORUM. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland, without regarding to its choice of law provisions. The parties further agree and consent to the exclusive jurisdiction of the courts of Maryland; thus, in the event that either party initiates an action pursuant to or otherwise governed by this Agreement, the exclusive jurisdiction of such action shall be in Maryland. Notwithstanding the foregoing, either party may enforce any judgment rendered by such court in any court of competent jurisdiction. STI may take any necessary action to compel specific performance of this Agreement or to enjoin any violation of this Agreement so that Proprietary Material is not used in any manner to harm or adversely affect STI.\n7. CONSTRUCTION. If for any reason any provision of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not be affected, and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.\n8. ASSIGNMENT. No rights or duties of Pinetree under this Agreement may be assigned without the prior written consent of STI. Any attempted assignment in violation of this Agreement shall be deemed null and void AB INITIO. Subject to the foregoing, this Agreement shall be binding upon the parties and their respective Representatives, successors and assigns.\n9. INTEGRATION. This Agreement contains the entire agreement of the parties and supersedes all other agreements, negotiations and proposals, written and oral, between the parties concerning the above-described Proprietary Information. This Agreement may only be modified by a written document signed by authorized officers of both parties. This Agreement may be executed in two (2) or more counterparts, by manual or facsimile signature, each of which shall be an original and all of which taken together shall constitute one and the same agreement.\nSOLOMON TECHNOLOGIES, INC. PINETREE (BARBADOS) INC.\nBy: /S/ DAVID E. TETHER By: /S/ DR. J. GORDON MURPHY\nTyped Name: David E. Tether Typed Name: Dr. J. 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(\"StrikeForce\"), and the person, company or entity listed below (the \"Company\").\n1. StrikeForce and Company are interested in disclosing to each other certain information relating to their respective business plans and proprietary technology (hereinafter \"Information\") for the purposes of evaluation and consultation. For the purposes of this Agreement, each party shall be in the position of \"Disclosing Party\" for the Information it discloses to the other party, and each party shall be in the position of \"Recipient\" for the Information it receives from the other party. Such Information is a commercial asset of considerable value to Disclosing Party, and Disclosing Party is willing to disclose such Information only under the terms and conditions set forth below. This Agreement, when signed by authorized representatives of each party, will confirm that the Recipient is willing to receive such Information of Disclosing Party subject to the following terms and conditions, which the parties intend to be legally binding.\n2. The Information shall include such proprietary and confidential information disclosed orally, by demonstration, or in writing at any time, and may include without limitation business plans, know-how, source code, algorithms, flow-charts, blueprints, and other information not readily available to the general public, whether or not protectable by patent, copyright or other forms of intellectual property law. The Information does not need to be identified as or marked \"confidential\" or \"proprietary\" or any similar terms.\n3. The Recipient shall hold the Information in confidence, and shall use reasonable efforts to prevent any unauthorized use or disclosure of the Information. Except as expressly provided in this Agreement, the Recipient shall not disclose or divulge the Information, in whole or in part, to any third party, including licensees or customers anywhere in the world. The Recipient may not use the Information for any purpose other than the aforesaid without the prior written consent of a duly authorized representative of Disclosing Party. The Recipient may disclose the Information only to its officers, employees and independent contractors who are necessary for the purpose of evaluating such Information, and Recipient shall be responsible for any disclosure by them in violation of this Agreement.\n4. Nothing contained in this Agreement shall be construed by implication or otherwise, as an obligation to enter into any further agreement relating to the Information or as grant of a license to use the Information or any intellectual property rights therein other than for evaluation and consultation purposes. Disclosing Party retains any and all proprietary and ownership rights it has in and to the Information it discloses.\n5. This Agreement shall be effective as of the Effective Date and may be terminated by either party upon thirty (30) day's prior written notice to the other party. In any event, this Agreement shall automatically terminate two (2) years after the Effective Date. The confidentiality and use restrictions with respect to Proprietary and Confidential Information disclosed prior to termination shall survive for a period of two (2) years after the termination.\n6. Upon completion of the aforesaid evaluation and in the absence of further agreement of the parties, the Recipient shall cease all use and make no further use of the Information. At Disclosing Party's request, the Recipient shall promptly return or destroy all Information disclosed by Disclosing Party and shall retain no copies.\n7. The parties hereby acknowledge and agree that in the event of any violation or a threatened violation of this Agreement by the Recipient, the Disclosing Party shall be authorized and entitled to seek from any court of competent jurisdiction preliminary and permanent injunctive relief. This Agreement shall be governed by the law of the United States of America and the State of New Jersey without regard to conflicts of laws principles. Sections 3-7 shall survive any termination or expiration of this Agreement.\n\n
\nWhereof, the parties execute this Agreement as of the Effective Date: April 5, 2005\n \nStrikeForce StrikeForce Technologies, Inc. Company\nSignature Signature\nName Mark L. Kay Name\nTitle CEO Title\nEmail marklkay@sftnj.com Email\nTelephone 1-732-661-9641 Telephone\nFax 1-732-661-9647 Fax\nAddress 1090 King Georges Post Road Address\nAddress Address\nCity Edison City\nState/Prov NJ State/Prov\nZip/Postal 08837 Zip/Postal\nCountry USA Country\n
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(\"ATA\"), a PRC corporation (\"Company\").\nIN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:\n1. Definition of Confidential Information and Exclusions.\n(a) \"Confidential Information\" means nonpublic information that a party to this Agreement (\"Disclosing Party\") designates as being confidential to the party that receives such information (\"Receiving Party\") or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. \"Confidential Information\" includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term \"Disclosing Party\" also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term \"Receiving Party\" also includes all Affiliates of the Receiving Party. An \"Affiliate\" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party.\n(b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party; or (v) constitutes Feedback (as defined in Section 5 of this Agreement).\n2. Obligations Regarding Confidential Information\n(a) Receiving Party shall:\n(i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;\n(ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;\n(iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and\n(iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law.\n(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b).\n(c) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with its employees and consultants sufficient to enable Receiving Party to enforce all the provisions of this Agreement.\n(d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n(e)Receiving Party shall, at Disclosing Party's request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same.\n3. Remedies\nThe parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.\n4. Miscellaneous\n(a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.\n(b) In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party. Unless otherwise agreed by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided \"AS IS\" without warranty of any kind, and Receiving Party agrees that neither Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to Receiving Party's use of or inability to use such software and/or hardware.\n(c) The parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting Microsoft products, see http://www.microsoft.com/exporting/.\n(d) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term \"residuals\" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents.\n(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.\n(f) If either Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. This Agreement shall be construed and controlled by the laws of the People's Republic of China, and the parties further consent to submit any disputation arising from and/or in connection with this Agreement to China International Economic & Trade Arbitration Commission (CIETAC) for arbitration in Beijing in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.\n(g) This Agreement shall be binding upon and inure to the benefit of each party's respective successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party. Any attempted assignment in violation of this Section shall be void.\n(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.\n(i) Either party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.\n5. Suggestions and Feedback\nThe Receiving Party may from time to time provide suggestions, comments or other feedback (\"Feedback\") to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a separate written agreement, create any confidentiality obligation for the receiver of the Feedback. Receiving Party will not give Feedback that is subject to license terms that seek to require any Disclosing Party product, technology, service or documentation incorporating or derived from such Feedback, or any Disclosing Party intellectual property, to be licensed or otherwise shared with any third party. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, the receiver of the Feedback shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.\nAppendix J to Exhibit A\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement.\n(CHINESE CHARACTERS) (CHINESE CHARACTERS)\nMICROSOFT (CHINA) CO., LTD. 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Alexander\u2019s Corporation, a Tennessee corporation, with a principal place of business located at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203 (\u201cCompany\u201d).\nRECITALS\nWHEREAS, ABRH and its parent company, Fidelity Newport Holdings, LLC (\u201cFNH\u201d), and the Company are interested in pursuing a potential business transaction (\u201cPotential Transaction\u201d) which would benefit ABRH, FNH, and the Company;\nWHEREAS, certain ABRH confidential information must be disclosed from time to time to the Company in order to pursue such opportunity; and\nWHEREAS, ABRH is willing, but only on the terms and conditions set forth below, to disclose its confidential information to the Company.\nNOW THEREFORE, in consideration of the foregoing and the following promises and covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows:\nAGREEMENT\n1. Confidential Information. \u201cConfidential Information,\u201d as used herein, means all information provided by ABRH to the Company and its Representatives (as defined below) in connection with the Potential Transaction, including the existence of this Agreement and the discussions or negotiations regarding the above transaction, and the whole or any portion or phase of any scientific or technical information, invention, innovation, design, process, procedure, specification, formula, improvement, business or financial information, equipment, listing of names, addresses, or telephone numbers, or other information relating to ABRH\u2019s business or profession which is secret and of value, regardless of form, including but not limited to (a) pricing; (b) balance statements, profit and loss statements, store operating cash flow statements, business/financial models and projections, forecasts, loan documents/financing terms, and other financial documents; (c) research, development, algorithms, data, studies, and know-how; (d) strategies, operations, methods, planning, products, recipes, and menus; (e) product compounds, types, shapes, devices, parts, and materials; (f) product development techniques or technologies, methods of synthesis, modeling and coding information, and packaging procedures; (g) shelf life goals, plant equipment/machinery, design and capacities, manufacturing processes, product volume, and distribution and logistical strategies and practices, including but not limited to freight charges, communications, deliveries, and transportation processes and arrangements; (h) markets, sales and cost data and sales and marketing techniques, technologies, processes, procedures, artwork/creative, materials, videos, and productions; (i) product development, design information, and product ingredient usage and techniques; (j) franchise objectives, arrangements, structures, agreements, relationships, fees, royalties, contributions, marketing techniques, processes and procedures, and cooperative obligations; (k) leases and subleases and the terms of any agreement and the discussions, negotiations, and proposals related to that agreement or lease or sublease, including the parties\u2019 identities; (l) software and hardware configuration, information, and capacities; (m) correspondences, summaries, abstracts, surveys, plans, drawings, insurance policies, and intellectual properties, including but not limited to trademarks, patents, and copyrights; (n) pending claims, disputes, and party resolutions; (o) employee background information and personal identification, employment histories, resumes, and payroll information; (p) employee benefit plans, training materials, policies, and procedures; (q) all analyses or other documents prepared by ABRH, FNH, the Company, or any of their affiliated entities, members/shareholders/partners, investors, managers, directors, officers, employees, advisors, attorneys, accountants, consultants, subcontractors, representatives, or affiliates, which contain or otherwise reflect information not to be disclosed herein, or has been marked as \u201cConfidential\u201d; and (r) the proprietary or confidential information of any third party who may disclose such information to a party in the course of such party\u2019s business.\n2. Term. Unless otherwise provided herein, all obligations under this Agreement shall terminate and cease to have any force or effect on the earlier of: (i) two years from the date hereof, or (ii) the date of any consummation of the Potential Transaction.\n3. Non-disclosure of Confidential Information. The Company expressly agrees that it will keep ABRH\u2019s Confidential Information confidential and that neither the Company nor any of its affiliates nor any of its or their directors, officers, employees, operating partners, consultants, or advisors (including without limitation, attorneys and accountants) (collectively, but only to the extent that such persons actually receive Confidential Information, \u201cRepresentatives\u201d) will use, for its own benefit (other than in connection with the Potential Transaction), or communicate or disclose (orally, in writing, or in any other manner) to any other person or entity any Confidential Information, or that the Company or any of its Representatives have received or otherwise been provided access to Confidential Information by any other party. The Company further agrees that it and its Representatives will not in any way cause or encourage another person to disclose ABRH\u2019s Confidential Information to any person or entity or judicial or administrative agency or body for any reason whatsoever unless required to do so pursuant to legal process. The Company will only use ABRH\u2019s Confidential Information for the transaction contemplated above and will only disclose ABRH\u2019s Confidential Information to its Representatives who need to know such information and who are informed of the terms of this Agreement and are directed to keep such Confidential Information confidential. The Company will be responsible for any breach of the terms of this Agreement by its Representatives. The Company will not, without ABRH\u2019s written consent, disclose or issue any news release, announcement, denial, or confirmation of this Agreement or any actual or potential business negotiation or relationship between the parties. The Company and its Representatives receiving Confidential Information from ABRH will protect ABRH\u2019s Confidential Information from both unauthorized use and disclosure by exercising at least the same degree of care that is used for similar information of its own, but no less than reasonable care.\n(a) Exclusions. The term, \u201cConfidential Information\u201d, does not include, and the Company has no obligation to protect information which is (i) known to or acquired by the Company before disclosure under this Agreement; (ii) independently developed by the Company without relying on ABRH\u2019s Confidential Information; (iii) or becomes part of the public domain (other than as a result of disclosure by the Company or its Representatives in violation of this Agreement) or lawfully obtained from a third party who is not, to the Company\u2019s knowledge, under an obligation of confidentiality to ABRH with respect to such information; (iv) free of confidentiality restrictions by written agreement of ABRH; or (v) required to be disclosed by any law, government regulation, or judicial or other governmental order, provided that, if legally permissible, the Company provides reasonable advance written notice to ABRH to afford ABRH the opportunity to seek a protective order or waive compliance with the provisions of this Agreement. If the Company becomes legally obligated or receives a subpoena or other legal demand issued by a court of competent jurisdiction or governmental body to disclose any Confidential Information, it shall cooperate with ABRH in seeking a protective order or other appropriate remedy, and shall use reasonable efforts to protect the confidential and proprietary status of any disclosed Confidential Information. ABRH will reimburse the Company and its Representatives for reasonable out-of-pocket expenses incurred in connection with its compliance with the immediately preceding sentence.\n4. Nature of Relationship. ABRH has no obligation to disclose any Confidential Information that it owns or possesses to the Company or its Representatives under this Agreement. Neither party has any obligation to enter into any transaction with the other. Furthermore, ABRH warrants that it has the right to disclose its own Confidential Information, but does not otherwise make any representation as to their accuracy or completeness. All Confidential Information of ABRH will remain the sole and exclusive property of ABRH. This Agreement grants no rights of ownership, licenses, or any other intellectual property right. Moreover, this Agreement does not create any agency, partnership, joint venture, or any other such relationship.\n5. Return of Materials. Confidential Information may be reproduced by the Company and Company Representatives solely for the purpose of evaluating the Potential Transaction. Upon request of ABRH for any reason, the Company shall promptly return to ABRH, or at Company\u2019s option, destroy (except originals, equipment, and devices delivered by ABRH to the Company, which shall be returned to ABRH), all equipment, documents, devices of any kind, or other material of any kind, in any form, containing any Confidential Information, together with all copies, summaries, abstracts, excerpts, extracts, replicas, reproductions, and samples of any of the foregoing, and certify the destruction of any copy or partial copy made. Notwithstanding the foregoing, the Company may retain such copies of the Confidential Information that reside on the Company\u2019s back-up storage or archiving system, solely for document retention purposes and not for any other use, and for compliance purposes as required by law or to evidence compliance of Company\u2019s obligations under this Agreement.\n6. Disclosure and Solicitation of Employees. The Company and its Representatives will make no contact, written or verbal, with any of ABRH\u2019s management, staff, or employees not directly involved with the transaction contemplated above for purposes of evaluating the Potential Transaction unless with ABRH\u2019s written permission. Further, during the term of eighteen (18) months beginning on the date hereof, the Company shall not knowingly solicit or recruit management or executive level employees of ABRH who became known to the Company through work on the above transaction or purpose contemplated above, without the prior written consent of ABRH. Regardless of the above, this provision shall not restrict the right of the Company to solicit or recruit such employees as a result of any substantial asset purchase or sale or merger or through the general use of the media, and the Company shall not be prohibited from hiring such employees who answer any general advertisement or otherwise voluntarily apply for hire without having been personally solicited or recruited by the Company.\n7. Irreparable Injury; Injunctive Relief. The Company acknowledges that any unauthorized or wrongful disclosure or use of Confidential Information by the Company, including the Company\u2019s Representatives, or any other breach by the Company, may result in irreparable injury to ABRH that is not adequately compensable in monetary damages. Accordingly, the Company acknowledges that in the event of a breach of this Agreement, ABRH shall be entitled to seek injunctive relief in any court of competent jurisdiction without the need to post any bond and in addition to any other remedy available at law or in equity. The Company will not raise the defense of an adequate remedy at law in the event that ABRH seeks injunctive relief in the event of a breach of this Agreement by the Company.\n8. Miscellaneous.\n(a) Assignment. This Agreement may not be delegated or otherwise assigned in whole or in part by the Company without the prior written consent of ABRH. This Agreement is binding on and enforceable by each party\u2019s permitted successors and assignees. Any assignment or delegation in violation of this paragraph is null and void.\n(b) Governing Law. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws principles. The parties irrevocably consent to the jurisdiction of the courts of the State of Colorado and of any federal court located within the State of Colorado for all purposes in connection with any action or proceeding that is brought by ABRH that arises out of this Agreement.\n(c) Modification and Waiver. This Agreement constitutes the entire agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments, discussions, and correspondences, whether written or oral. No modification to this Agreement shall be effective unless in writing and signed by a duly authorized representative of each party. No waiver of any provision of this Agreement shall be effective unless signed by the waiving party.\n(d) Severability and Integration. Inapplicability, illegality, or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision that can be given effect without the invalid provision.\n(e) Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument, and may be executed and transmitted by facsimile or electronic means (e.g., email with attachment in portable document format), and such facsimile or electronic signatures, when delivered, shall be deemed as effective as original signatures.\n(f) Authority. The undersigned warrants that he/she is fully authorized to represent and execute this Agreement on behalf of his/her respective party.\n IN WITNESS WHEREOF, the parties, intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives as of the date first above-written.\n American Blue Ribbon Holdings, LLC J. 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(\"TBI\") and EnCana Oil & Gas (USA) Inc. (\"EnCana\"), such possible transaction being herein referred to as the \"Transaction,\" TBI and EnCana acknowledge that TBI may make available to EnCana from time to time certain information concerning the structure of the proposed transaction and/or TBI's business, financial condition, operations, assets and liabilities, whether prepared by TBI, its advisors or otherwise. As a condition to entering into any discussions relating to the Transaction, EnCana agrees to comply with its obligations hereunder and to take or abstain from taking certain other actions as hereinafter set forth.\n 1. Evaluation Material; Non-Disclosure Obligation and Use Restriction. The term \"Evaluation Material\" shall mean all information, data and analysis furnished by TBI or its Representatives to EnCana or its Representatives relating to TBI or the Transaction, and any analyses, compilations, studies, documents or other material prepared by EnCana or its Representatives containing or based in whole or in part upon such information, data or analysis, but does not include information, data or analysis that (i) is already in the possession of EnCana or its Representatives or becomes subsequently available to EnCana or its Representatives on a non-confidential basis from a source not known or reasonably suspected by EnCana or its Representatives to be bound by a confidentiality agreement or secrecy obligation to TBI, (ii) is or becomes generally available to or known by the public other than as a result of a breach of this letter agreement by EnCana or its Representatives or (iii) has already been or is hereafter independently acquired or developed by EnCana without violating any confidentiality agreement or secrecy obligation to TBI. \"Representatives\" shall mean such party's affiliates, directors, officers, employees, agents, lenders or advisers and representatives of the foregoing. EnCana recognizes and acknowledges the potential competitive value of the Evaluation Material and the damage that could result from the disclosure thereof to third parties. Accordingly, EnCana agrees that the Evaluation Material will be used solely for the purpose of evaluating the Transaction and related actions, and that such information will be kept confidential by EnCana and its Representatives; provided, however, that (w) such information may be disclosed by EnCana to its Representatives who need to know such information for the purpose of evaluating the Transaction or their participation therein (it being understood that such Representatives shall be informed of the confidential nature of the information), (x) it shall not constitute a breach of this letter agreement if any disclosure of such information is made with TBI's prior written consent, (y) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that EnCana believes, based on the advice of counsel, that it is legally required to disclose such information in order to avoid committing a violation of any law, rule or regulation, including any rules or regulations of any securities association, stock exchange or national securities quotation system, provided that EnCana provides prompt notice to TBI of the proposed disclosure and takes the other actions required in connection with a required disclosure pursuant to Section 3 below and (z) it shall not constitute a breach of this letter agreement for EnCana or its Representatives to disclose such information to the extent that such disclosure is permitted pursuant to Section 3 below. EnCana agrees to be responsible for any breach of this letter agreement by any of its Representatives.\n 2. Non-Disclosure of Discussions. Each Party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person (other than such party's Representative's on a need to know basis) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to the possible Transaction (including the status thereof); provided, that a party may make such disclosure if (i) based on the advice of such party's counsel, such disclosure is necessary to avoid committing a violation of, or to insure compliance with, any laws, rules or regulations, including any rules or regulations of any securities association, stock exchange or national securities quotation system and (ii) the disclosing party provides advance notice to the other party of the proposed disclosure and cooperates in good faith with respect to the timing, manner and content of such disclosure (to the extent consistent with its obligation to make disclosure).\n 3. Required Disclosure. In the event that EnCana or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any other facts or information, the disclosure of which is prohibited by this letter agreement, EnCana shall (i) provide TBI with prompt notice of any such request or requirement so that TBI may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement and (ii) consult with TBI as to the advisability of taking legally available steps to resist or narrow such request. If, in the absence of a protective order or other remedy, or the receipt of a waiver by TBI, EnCana or any of its Representatives should nonetheless, based on the advice of such party's counsel, disclose the Evaluation Material and/or the facts or information covered by Section 2, EnCana or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material and/or such facts or information that such counsel advises is legally required to be disclosed; provided that EnCana gives TBI written notice of the Evaluation Material and/or such facts or other information to be disclosed as far in advance of its disclosure as is reasonably practicable and exercises its reasonable efforts to preserve the confidentiality of the Evaluation Material and/or such facts or other information, including, without limitation, by cooperating with TBI to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material and/or such facts or information.\n 4. Termination of Discussions. If either party decides that it does not wish to proceed with discussions or negotiations relating to a Transaction with the other party and the party so deciding promptly informs the other party of that decision, or at any time upon the request of TBI for any reason, EnCana will promptly deliver to TBI or, at the option of EnCana, destroy all written (and electronic) Evaluation Material. In the event of such a decision or request, all other Evaluation Material prepared by EnCana shall be destroyed, and in no event shall EnCana be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to TBI provided that a single copy of each item returned or destroyed may be retained in the files of EnCana's outside legal counsel for the purpose of resolving any disputes that may arise under this letter agreement. If requested, the destruction of Evaluation Material shall be certified in writing by an authorized officer of EnCana. Notwithstanding the termination of any discussions or the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by their obligations of confidentiality hereunder for a period of eighteen months from the date hereof.\n 5. Standstill Agreement. For a period of 18 months from the date hereof, EnCana agrees that it and its affiliates shall not, without the prior written request of TBI, directly or indirectly, alone or in concert with others, (a) acquire, offer to acquire, or agree to acquire, by purchase, or otherwise, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 of the Securities Exchange Act of 1934) of more than 1% of any class of voting securities issued by TBI or any material assets of TBI or any securities or material assets of any subsidiary of TBI, (b) propose to enter into any merger or business combination involving TBI or any of its subsidiaries, (c) make, or in any way participate in, any \"solicitation\" of \"proxies\" (as such terms are used in the proxy rules of the United States Securities and Exchange Commission) with respect to the securities of TBI, or advise or seek to influence any person or entity with respect to the voting of, or giving of consents with respect to, any securities of TBI or any of its subsidiaries, (d) seek or propose to influence or control (whether though a \"group,\" as such term is used in Rule 13d-5 of the Securities Exchange Act of 1934 or otherwise) the management, board of directors, policies or affairs of TBI or any of its subsidiaries, (e) to the extent doing so would require the public disclosure of such action by TBI, make any request to waive or amend any provision of this Section 5, (f) disclose any intention, plan or arrangement inconsistent with any of the foregoing or (g) encourage any third party to do any of the foregoing; provided, however, that this Section 5 shall terminate with respect to EnCana if a person or entity (other than EnCana or an affiliate of EnCana) acquires, enters an agreement to acquire, or publicly proposes to acquire, directly or indirectly, by merger or otherwise, more than 50% of the voting securities of TBI (i.e., those securities of TBI that are entitled to participate in the annual election of directors), or otherwise acquires, enters an agreement to acquire, or publicly proposes to acquire, the ability to control the management or policies of TBI. As used in this Section 5, the term \"securities\" shall mean any securities of TBI and any direct or indirect warrants, rights or options to acquire securities of TBI.\n 6. Procedure for Communications. It is understood that the parties will arrange for appropriate contacts for due diligence purposes. Unless otherwise agreed, all (i) communications regarding a possible Transaction, (ii) requests for information and\n(iii) discussions or questions regarding procedures, will be submitted or directed to the respective party's Chief Executive Officer, Chief Financial Officer or General Counsel.\n 7. Prohibition on Employee Hiring. Until the first anniversary of the date hereof, EnCana will not, nor will it permit any of its subsidiaries, directors, officers or employees to, directly or indirectly, solicit or hire the services, as employee, consultant or otherwise, of any employee of TBI or its subsidiaries with whom EnCana had contact in connection with its consideration of the Transaction or who became known to EnCana specifically in connection with its consideration of the Transaction, except that this provision shall not prohibit the hiring of any such employee (i) who responds to any public advertising for employment without any other direct or indirect solicitation or (ii) whose employment by TBI or its subsidiary has been terminated prior to the commencement of discussions with such employee.\n 8. Securities Law. EnCana hereby acknowledges that it is aware, and that it has advised or will advise its Representatives who are informed as to the matters that arc the subject of this agreement, that the United States securities laws may prohibit any person who has material, nonpublic information concerning the matters that are the subject of this agreement from purchasing or selling securities of a company that may be a party to a transaction of the type contemplated by this agreement or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n 9. Miscellaneous. (a) Unless and until a definitive agreement between the parties with respect to any Transaction has been executed and delivered, neither TBI nor EnCana will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this letter or any written or oral expression with respect to such a Transaction by any of its Representatives except for the matters specifically agreed to in this letter agreement. Each party further agrees that neither party shall have\nany obligation to authorize or pursue with the other party any Transaction. Each party acknowledges and agrees that each reserves the right, in its sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with the other at any time.\n (b) It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. The agreements set forth in this letter agreement may be modified or waived only by a separate writing between the parties hereto.\n (c) Notwithstanding anything herein to the contrary other than paragraph 7 above, all of the obligations of the parties hereunder shall (if not sooner terminated) terminate on the second anniversary of the date hereof; provided, however, that no such termination shall relieve a party from liability for any breach by such party of the terms hereof that exists on the date of such termination.\n (d) EnCana understands and agrees that neither TBI nor any of its Representatives has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or shall have any liability to EnCana or any of its Representatives resulting from the use of the Evaluation Material or any errors in or omissions therefrom, except in each case to the extent expressly provided in any definitive agreement.\n (e) Each party hereby represents that it has the power and authority to execute and deliver this letter agreement, and that it has been duly authorized and constitutes a valid and binding agreement of such party, enforceable in accordance with its terms. This letter agreement shall be binding upon the respective successors in interest of the parties hereto and shall inure to the benefit of, and be enforceable by, the respective successors in interest of the parties hereto.\n (f) This agreement contains the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any prior agreements, commitments, representations, writings and discussions, whether oral or written, relating to that subject matter. If any provision of this letter agreement is held by a court of competent jurisdiction in a final, non-appealable judgment to be invalid, illegal or unenforceable, the remainder of the provisions of this letter shall remain in full force and effect and any invalid, illegal or unenforceable provision shall be replaced with a valid, legal or enforceable provision, the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision.\n (g) The validity and interpretation of this letter agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado without regard to conflicts-of-law rules or principles.\n (h) This letter agreement may be executed in one or more counterparts. Each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute one and the same agreement.\n (i) EnCana agrees that money damages would not be a sufficient remedy for any breach of this letter agreement by EnCana or any of its Representatives and that TBI shall be entitled to seek equitable relief, including injunction and specific performance, as well as reimbursement for legal and other expenses as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement, but shall be in addition to all other remedies available at law or equity. In the event of litigation concerning this letter agreement, if a court of competent jurisdiction determines in a final nonappealable order that a party has breached this letter agreement, then such party shall be liable for and pay the other party's reasonable legal fees and expenses incurred in connection with such litigation, including any appeal therefrom or review thereof.\n Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned.\n Very truly yours,\nTOM BROWN, INC.\nBy:\n /s/ JAMES D. LIGHTNER\nJames D. Lightner Chairman, Chief Executive Officer and President\nACCEPTED AND AGREED as of November 25, 2003\nENCANA OIL & GAS (USA) INC.\nBy:\n /s/ ROGER BIEMANS\nRoger Biemans\nPresident\n", - "spans": [ - [ - 0, - 25 - ], - [ - 26, - 41 - ], - [ - 42, - 58 - ], - [ - 59, - 80 - ], - [ - 81, - 108 - ], - [ - 109, - 124 - ], - [ - 125, - 152 - ], - [ - 153, - 169 - ], - [ - 170, - 205 - ], - [ - 206, - 227 - ], - [ - 228, - 229 - ], - [ - 229, - 729 - ], - [ - 729, - 943 - ], - [ - 944, - 945 - ], - [ - 945, - 1016 - ], - [ - 1016, - 1450 - ], - [ - 1450, - 1765 - ], - [ - 1765, - 1926 - ], - [ - 1926, - 2089 - ], - [ - 2089, - 2241 - ], - [ - 2241, - 2414 - ], - [ - 2414, - 2668 - ], - [ - 2668, - 2963 - ], - [ - 2963, - 3105 - ], - [ - 3105, - 3738 - ], - [ - 3738, - 3940 - ], - [ - 3940, - 4042 - ], - [ - 4043, - 4044 - ], - [ - 4044, - 4078 - ], - [ - 4078, - 4624 - ], - [ - 4624, - 4925 - ], - [ - 4925, - 5182 - ], - [ - 5183, - 5184 - ], - [ - 5184, - 5208 - ], - [ - 5208, - 5597 - ], - 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24, - 34, - 35 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 15, - 18 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 19, - 21, - 22 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 21 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000014803/000104746904012846/a2134202zex-99_e3.htm" - }, - { - "id": 505, - "file_name": "25895_0000950134-07-023464_d51356exv10w1.htm", - "text": "Exhibit 10.1\nNONCOMPETITION AND NON-DISCLOSURE AGREEMENT\n THIS NONCOMPETITION AND NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made and entered into as of the 5th day of November, 2007, by and between SPRINGS GLOBAL US, INC., a Delaware corporation (\u201cSeller\u201d), and CROWN CRAFTS INFANT PRODUCTS, INC., a Delaware corporation (\u201cPurchaser\u201d).\n WHEREAS, Seller is engaged in the business of designing, marketing, importing, selling and distributing various types of bedding, blanket and bath products and related accessories for the Infant and Toddler Retail Market (as defined herein) through Seller\u2019s unincorporated baby product line (the \u201cBusiness\u201d);\n WHEREAS, Seller and Purchaser have entered into that certain Asset Purchase Agreement of even date herewith, to which a form of this Agreement is attached as Exhibit D, relating to the sale to Purchaser of certain of Seller\u2019s assets, rights and properties relating to the Business (the \u201cPurchase Agreement\u201d);\n WHEREAS, in order to protect the goodwill of the Purchased Assets (as defined in the Purchase Agreement) and the Business and the other value to be acquired by Purchaser pursuant to the Purchase Agreement for which Purchaser is paying substantial consideration, Purchaser and Seller have agreed that Purchaser\u2019s obligation to consummate the transactions contemplated by the Purchase Agreement is subject to the condition, among others, that Seller shall have entered into this Agreement;\n WHEREAS, Purchaser has separately bargained and paid additional consideration for the covenants contained herein;\n WHEREAS, Seller acknowledges that the provisions of this Agreement are reasonable and necessary to protect the legitimate interest of Purchaser and the business and goodwill acquired by it pursuant to the Purchase Agreement; and\n WHEREAS, in order to induce Purchaser to consummate the transactions contemplated by the Purchase Agreement, Seller is willing to enter into this Agreement;\n NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties agree as follows:\n 1. Definitions. As used in this Agreement, terms defined in the preamble and recitals of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below:\n (a) \u201cCompetitive Business\u201d shall mean any Person engaged in the business of designing, marketing or importing Competitive Products for sale or distribution to the Infant and Toddler Retail Market.\n (b) \u201cCompetitive Products\u201d shall mean the type of products designed, marketed, imported, and sold or distributed by Seller to the Infant and Toddler Retail Market in connection with the operation of the Business prior to the date hereof (which shall not include\nany Seller Exclusive Products (as hereinafter defined)) without regard to (i) the prices at which such products may be sold, (ii) any tradenames, trademarks, brands, labels, logos or other identifying characteristics used in selling such products, or (iii) the types of businesses within the Infant and Toddler Retail Market that may purchase such products.\n (c) \u201cConfidential Information\u201d shall mean all customer and supplier lists, marketing arrangements, business plans, projections, financial information, training manuals, pricing manuals, product development plans, market strategies, internal performance statistics and other competitively sensitive information of Seller used solely in the Business and not generally known by the public, whether or not in written or tangible form. Notwithstanding the foregoing, the definition of Confidential Information shall not include any of the foregoing items insofar as they relate to Seller Exclusive Products.\n (d) \u201cInfant and Toddler Retail Market\u201d shall mean those retail sales departments within retailers which sell products intended for children from ages zero to four years of age.\n (e) \u201cPermitted Activities\u201d shall mean (i) owning not more than 5% of the outstanding shares of publicly-held corporations or other entity engaged in a Competitive Business which have shares listed on any national or regional securities exchange or registered with the Securities and Exchange Commission (or any comparable regulatory body in any foreign jurisdiction) or through the automatic quotation system of a registered securities association (any such publicly-held corporation or other entity, a \u201cPublic Company\u201d); (ii) owning any percentage of the outstanding equity of a Person engaged in a Competitive Business where such equity was acquired by Seller after the date hereof from a Person that is not an affiliate of Seller (with \u201caffiliate\u201d defined as set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended) and where such Competitive Business\u2019s annual sales of Competitive Products into the Protected Market (as hereinafter defined) constitute less than 10% of such Person\u2019s total annual sales revenue, but in no event more than $10,000,000.00; (iii) carrying on or transacting business with any Competitive Business if such activity does not include the sale or distribution of Competitive Products, directly or indirectly, for ultimate purchase by consumers within the Protected Market; and (iv) marketing, selling or distributing any Seller Exclusive Products.\n (f) \u201cPerson\u201d shall mean an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a court, administrative agency or other federal, state, local, municipal, foreign or other governmental or quasi-governmental authority or agency of any nature.\n (g) \u201cProtected Market\u201d shall mean the United States.\n (h) \u201cRestricted Period\u201d shall mean the period commencing on the date of this Agreement and ending on the date which is four (4) years from the date of this Agreement.\n (i) \u201cSeller Exclusive Products\u201d means any Inventory (as defined in the Purchase Agreement) that is not included within the Eligible Inventory (as defined in the Purchase Agreement) transferred to Purchaser pursuant to the Purchase Agreement.\n 2. No Competing Business. Seller hereby agrees that, during the Restricted Period, except as permitted by Section 5 of this Agreement, it will not, directly or indirectly, own, manage, operate, control, invest in or acquire an interest in, or otherwise engage or participate in the establishment, management or operation of, any Competitive Business that sells or distributes Competitive Products, directly or indirectly, for ultimate purchase by consumers in the Protected Market, without regard to whether the Competitive Business has any office, manufacturing or other business facilities within the Protected Market.\n 3. No Interference with the Business. Seller hereby agrees that, during the Restricted Period, except as permitted by Section 5 of this Agreement, Seller will not, directly or indirectly, solicit, induce or influence any customer, supplier, lender, lessor or any other Person that has a business relationship with the Business in the Protected Market, or which had on the date of this Agreement a business relationship with the Business in the Protected Market, to discontinue or reduce the extent of such relationship with the Business in the Protected Market; it being understood that, nothing herein shall restrict Seller from carrying on or transacting business with any such Person in respect of any Seller Exclusive Products.\n 4. No Disclosure of Proprietary Information. Seller hereby agrees that, during the Restricted Period, it will not, directly or indirectly, disclose to anyone, or use or otherwise exploit for its own benefit or for the benefit of anyone other than Purchaser, any Confidential Information, except as permitted by Section 5 of this Agreement. Notwithstanding the foregoing, Seller may make disclosure of Confidential Information if Seller reasonably concludes that public disclosure of Confidential Information is required by applicable legal requirements and Seller (i) gives Purchaser written notice of such proposed disclosure as far in advance of such disclosure as is reasonably practicable, (ii) cooperates reasonably with Purchaser in its efforts to protect the information from disclosure, including, without limitation, assisting Purchaser in obtaining, at Purchaser\u2019s expense, an appropriate protective order or other reliable assurance that confidential treatment will be accorded such information, and (iii) limits its disclosure to the minimum required by applicable legal requirements unless Purchaser agrees in writing to a greater level of disclosure.\n 5. Permitted Activities. The restrictions set forth in Sections 2, 3 and 4 of this Agreement shall not apply to Permitted Activities or to actions taken by Seller to the extent that such actions are expressly approved in writing by Purchaser.\n 6. Representations and Warranties. Seller represents and warrants that this Agreement is a legal, valid and binding obligation, enforceable against Seller in accordance with its terms.\n 7. Waivers. Neither party will be deemed as a consequence of any act, delay, failure, omission, forbearance or other indulgences granted from time to time by it, or for any other reason (a) to have waived, or to be estopped from exercising, any of its rights or remedies\nunder this Agreement or (b) to have modified, changed, amended, terminated, rescinded or superseded any of the terms of this Agreement.\n 8. Injunctive Relief. Seller acknowledges that (i) any violation of this Agreement will result in irreparable injury to Purchaser, (ii) damages at law would not be reasonable or adequate compensation to Purchaser for violation of this Agreement, and (iii) Purchaser shall be entitled to have the provisions of this Agreement specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any such violation.\n 9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if (a) delivered by hand, (b) mailed by registered or certified mail (return receipt requested), (c) by deposit with a nationally recognized courier for next business day delivery, or (d) faxed and immediately confirmed both orally and in writing, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or so telecommunicated or the next business day following deposit with such courier or on the third business day following the date on which so mailed, if deposited in a regularly-maintained receptacle for United States mail:\n To Seller:\nSprings Global US, Inc.\n205 North White Street\nFort Mill, South Carolina 29715\nAttn: Mr. Tom O\u2019Connor\nFax: (803) 547-1688\n with a copy to (which shall not constitute notice to Seller):\nSprings Global US, Inc.\n205 North White Street\nFort Mill, South Carolina 29715\nAttn: Legal Department\nFax: (803) 547-3766\n To Purchaser:\nCrown Crafts Infant Products, Inc.\n916 S. Burnside Avenue\nGonzales, Louisiana 70737\nAttn: Mr. E. Randall Chestnut\nFax: (225) 647-9112\n with a copy to (which shall not constitute notice to Purchaser):\nRogers & Hardin LLP 2700 International Tower\n229 Peachtree Street, NE\nAtlanta, Georgia 30303\nAttn: Steven E. Fox, Esq.\nFax: (404) 525-2224\n 10. Successors in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns, and any reference to a party hereto shall also be a reference to any such successor or assign.\n 11. Number; Gender. Whenever the context so requires, the singular number shall include the plural and the plural shall include the singular, and the gender of any pronoun shall include the other genders.\n 12. Captions. The titles, captions and table of contents contained in this Agreement are inserted herein only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. Unless otherwise specified to the contrary, all references to Sections are references to Sections of this Agreement.\n 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.\n 14. Waivers and Amendments. Any term or provision of this Agreement may be waived at any time by the party that is entitled to the benefits thereof, and any term or provision of this Agreement may be amended or supplemented at any time by the mutual consent of the parties hereto, except that any waiver of any term or condition, or any amendment or supplementation, of this Agreement must be in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive a party\u2019s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.\n 15. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them with respect to the subject matter hereof.\n 16. Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the parties hereto waive any provision of law which renders any such provision prohibited or unenforceable in any respect. The parties acknowledge and agree that in the event that any provision of this Agreement should ever be deemed to exceed the time, geographic, product or any other limitations permitted by applicable law, it is their intent that any invalid, prohibited or unenforceable term or provision herein be reformable by the reviewing court to the fullest extent permitted by applicable law.\n 17. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. Executed counterparts may be delivered by facsimile transmission or by other electronic communication.\n 18. Enforcement of Certain Rights. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any Person other than the parties hereto, and their successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement.\n[Signature page follows.]\n IN WITNESS WHEREOF, Seller and Purchaser have each caused this Agreement to be executed and delivered as of the date first written above.\n SELLER:\n SPRINGS GLOBAL US, INC.\n By: /s/ Flavio R. Barbosa\n Name: Flavio R. Barbosa\n Title: EVP & CFO\n PURCHASER:\n CROWN CRAFTS INFANT PRODUCTS, INC.\n By: /s/ E. Randall Chestnut\n Name: E. 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(\u201cNorth American\u201d) and AZZ incorporated (\u201cAZZ\u201d). North American and AZZ are sometimes herein collectively referred to as the \u201cParties\u201d and each, a \u201cParty\u201d. In its capacity as a Party receiving Confidential Information, as that term is hereinafter defined, a Party may be referred to herein as a \u201cReceiving Party\u201d; in its capacity as a Party disclosing Confidential Information, a Party may be referred to herein as a \u201cDisclosing Party\u201d.\n1. Confidential Information, Representatives. The Parties are considering entering into a possible transaction (the \u201cTransaction\u201d), and in order to assist the other Party in evaluating the possible Transaction, each Party is prepared to make available to the other Party certain confidential, non-public or proprietary information concerning its and/or its affiliates\u2019 and/or subsidiaries\u2019 businesses, plans, operations and assets (any and all such information provided to a Receiving Party by or on behalf a Disclosing Party, its affiliates or subsidiaries regardless of the manner in which such is provided, together with all notes, summaries, analysis, compilations, studies, interpretations and memoranda based thereon or extracts, copies and other reproductions thereof is herein referred to as the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished by each Party to the other Party and its affiliates, subsidiaries, directors, officers, partners, members, employees, agents, advisors, attorneys, accountants, consultants and potential sources of capital or financing (collectively, \u201cRepresentatives\u201d), each Party agrees to treat the Confidential Information provided to it by the other Party in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth.\n2. Excluded Information. The Confidential Information shall not include information that (i) is or becomes publicly available other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (ii) is in the Receiving Party\u2019s possession or the possession of any of its Representatives prior to disclosure by or on behalf of the Disclosing Party or is independently derived by the Receiving Party or any of its Representatives without the aid, application or use of the Confidential Information, (iii) is disclosed to the Receiving Party or any of its Representatives by a third party on a non-confidential basis, or (iv) subject to compliance with paragraph 6 below, the Receiving Party or any of its Representatives is advised by counsel that it is required to be disclosed by applicable law, regulation or legal process.\n3. Use and Non-Disclosure of Confidential Information. The Receiving Party and its Representatives shall use the Confidential Information provided to it by or on behalf of the Disclosing Party solely for the purpose of evaluating a possible Transaction. The Receiving Party shall keep the Confidential Information provided to it by the Disclosing Party confidential and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of information contained in the Confidential Information provided to it by the Disclosing Party to which the Disclosing Party gives its prior written consent, and (ii) any information contained in the Confidential Information provided by the Disclosing Party may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information confidential. Each Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the other Party, or except as a Party is advised by counsel is required by applicable law, regulation or legal process, neither Party nor any of its Representatives shall (i) disclose to any other person that it has received Confidential Information from the other Party, or (ii) disclose to any person that discussions or negotiations are taking place between the Parties concerning a possible Transaction, including the status of such discussions or negotiations.\n5. Return of Confidential Information. Promptly upon the written request of the Disclosing Party, the Receiving Party shall return all copies of the Confidential Information provided by or on behalf of the Disclosing Party to the Disclosing Party, and all other Confidential Information (including, without limitation, all notes, summaries, analysis, compilations, studies, interpretations and memoranda based thereon or extracts, copies and other reproductions thereof or other documents prepared by the Receiving Party or its Representatives that contain or reflect such Confidential Information) shall be destroyed. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain (subject to the terms of this Agreement) copies of the Confidential Information to the extent that such retention is required by applicable law or regulation.\n6. Subpoena or Court Order. In the event that a Party or anyone to whom it discloses the Confidential Information provided to it by or on behalf of the Disclosing Party receives a request to disclose all or any part of the Confidential Information provided to it by or on behalf of the Disclosing Party pursuant to applicable law or regulation or under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, such Party shall (provided that such is legally permitted) (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request, (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow such request, (iii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information as such Party is advised by counsel is legally required to be disclosed, and (iv) reasonably cooperate with the Disclosing Party in its efforts to obtain a protective order to prevent the Confidential Information from being disclosed or such other order or other reliable assurance that confidential treatment will be afforded to such portion of the Confidential Information that is required to be disclosed.\n7. Disclaimer of Warranty. None of the Parties or their Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information provided to the other Party. The Parties and their Representatives shall have no liability to each other resulting from a Party\u2019s use of the Confidential Information, except as may be expressly set forth in a definitive written agreement between the Parties with respect to a Transaction, in accordance with the terms thereof.\n8. Definitive Agreement. Unless and until a definitive written agreement between the Parties with respect to a Transaction has been executed and delivered, neither Party shall be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n9. Applicable Securities Laws. Each Party hereby acknowledges that some or all of the Confidential Information is likely to constitute material, non-public information. Each Party hereby represents and warrants that it is aware (and that it shall advise its Representatives who are not already aware) that United States and other applicable securities laws prohibit any person who has material, non-public information concerning a publicly traded company or entity from purchasing or selling securities of such company or entity, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Each Party hereby agrees to fully comply with all applicable securities laws.\n10. Standstill. For a period of one (1) year from the date of this Agreement, each Party agrees that it shall not, and that it shall cause is affiliates and subsidiaries who have received the other Party\u2019s Confidential Information, or who are aware of the possibility of the Transaction, not to, directly or indirectly, unless specifically invited in advance by the other Party\u2019s Board of Directors: (i) acquire or agree, offer, seek or propose to acquire, or sell or otherwise dispose of, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of any of the other Party\u2019s assets or businesses or any securities issued by such other Party, or any rights or options to acquire such ownership (including from a third party), (ii) seek or propose to influence or control of the other Party\u2019s management or policies (or request permission to do so), or (iii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing.\n11. No Unauthorized Contact or Solicitation by AZZ. During the course of AZZ\u2019s evaluation of the Transaction, all inquiries and other communications are to be made directly to employees or representatives of North American specified by North American. Accordingly, AZZ agrees not to directly or indirectly contact or communicate with any executive or other employee of North American concerning the Transaction, or to seek any information in connection therewith from such person, without the consent of North American. AZZ also agrees not to discuss with or offer to any third party an equity participation in the Transaction or any other form of joint acquisition without the prior written consent of AZZ.\nFor a period of two (2) years after the date hereof, without the prior written consent of North American, neither AZZ nor any of its affiliates, whom AZZ has made aware of this Agreement or to whom AZZ has disclosed Confidential Information, shall, directly or indirectly, in any individual, representative or other capacity, employ or engage, or solicit for employment or engagement, any employee of, or any person whose activities are principally dedicated to, North American whom AZZ is made aware of or who AZZ has direct contact with as a result of AZZ\u2019s consideration of the Transaction or otherwise seek to influence or alter any such person\u2019s relationship with North American; provided, however, that the foregoing shall not prohibit AZZ from: (i) general advertising not directed toward employees of North American or hiring employees responding to such advertising; (ii) hiring any person who initiates discussions with AZZ regarding employment without any direct or indirect solicitation by AZZ or; (iii) hiring any person whose employment with North American has been terminated (by either that employee or North American) prior to and independent of any communication with AZZ or any of AZZ\u2019s representatives or agents regarding employment. If the foregoing provision shall be adjudicated to be invalid or unenforceable, such provision shall be amended to reduce the time period or otherwise amended as is necessary to cause such provision to be valid or enforceable, and such amendment shall apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made.\n12. Remedies. Each Party acknowledges that in the event of any breach of the terms of this Agreement, the other Party could not be made whole by monetary damages. Accordingly, each Party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction to prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. A breaching Party shall reimburse the other Party for all reasonable costs and expenses, including reasonable attorneys\u2019 fees, incurred by the other Party in the event it successfully enforces the obligations of the breaching Party or its Representatives hereunder.\n13. Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties with respect to the matters contained herein, and may be modified or waived only by a separate writing executed by the Parties, expressly so modifying or waiving this Agreement.\n14. No Waiver. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n15. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the laws of conflict of laws.\n16. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n17. Counterparts. This Agreement may be executed in any number of counterparts, each of which for all purposes shall be deemed to be an original, but all of such counterparts shall together constitute one and the same instrument. It is not necessary that each party to this Agreement execute the same counterpart, so long as identical counterparts are executed by all parties to this Agreement. This Agreement may be delivered by facsimile or other reliable electronic means.\n18. Term. Except with regard to paragraph 10, this Agreement shall expire two (2) years from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nTHIS AGREEMENT is executed and delivered effective as of the date first written above.\nAZZ:\nAZZ INCORPORATED\nBy: /s/ David H. Dingus\nName: David H. Dingus\nTitle: President and CEO\nNorth American:\nNORTH AMERICAN GALVANIZING\n& COATING, INC.\nBy: /s/ Ronald J. Evans\nName: Ronald J. 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INDEPENDENT CONTRACTOR.\nA. Contractor agrees to be compensated by the Company as follows:\ni. Fee The Company will pay Contractor $150,000 annually for the first full year to be adjusted proportionately with increases commensurate and at the same time with those awarded to the CEO and COO of the Company during the term of this contract.\nii. For the first year only a Payment of $25,000 of the Fee shall be advanced to Contractor within the first six months of this Agreement. Additionally, the Contractor will be paid a fee of $10,416.66 per month over the next 12 months. Allowing the contractor to be paid the above agreed upon amount of $150,000 for first twelve months\niii. Stock. The Company will issue Contractor 3,000,000 restricted shares of common stock upon execution of this Agreement as fully earned.\niv. The Company will reimburse Contractor for reasonable business expenses, including travel and temporary lodging, incurred on behalf of the Company. Any additional expenses shall be pre-approved by the Company and will be reimbursed subject to receiving reasonable substantiating documentation relating to such expenses.\nB. Contractor is, and will remain, an independent contractor in with our relationship to the Company.\nC. The Company shall not be responsible for withholding taxes with respect to our compensation. Contractor agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Contractor.\nD. Contractor acknowledges and agrees that am not an employee of Company for any purpose whatsoever, but an independent contractor. Company is interested only in the results obtained by Contractor and I shall have sole control of the manner and means of performance under this Agreement. Company shall not have the right to require Contractor to do anything which would jeopardize the relationship of independent contractor between Company and Contractor. All expenses and disbursements incurred by Contractor in connection with this Agreement shall be borne wholly and completely by Contractor. Contractor does not have, nor shall Contractor hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Company, unless Company shall consent thereto in writing.\nE. Contractor understands that this Agreement shall not render Contractor as an employee, partner, or joint venture with the Company for any purpose.\nF. Contractor understands that the initial term of this Agreement shall be for two (2) years. However, regardless of the term of this Agreement, Contractor understands that the Company may terminate this Agreement for any reason at any time with 10 days prior written notice to Contractor.\nII. TRADE SECRETS AND CONFIDENTIAL INFORMATION.\nA. Confidentiality and Confidential Information.\nContractor agrees to regard and preserve as confidential all information obtained by Contractor relating or pertaining to (i) the Company\u2019s business, projects, plans, products, planned or proposed products, customers, potential customers, trade secrets, and other confidential information (including business and financial information), and any computer programs and software or unpublished know-how, whether patented or unpatented, and to (ii) all of our activities for or on behalf of the Company, and Contractor agrees not to publish or disclose any part of such information to others or use the same for our own purposes or the purposes of others, during the time Contractor is working for Company or thereafter. Any information of the Company which is deemed a \u201ctrade secret\u201d by the California Uniform Trade Secret Act shall be considered to be confidential information and therefore within the scope of this Agreement, unless the Company advises Contractor otherwise in writing. Contractor further agrees to preserve as confidential the confidential information of any third party to which Contractor may have access and to treat such information as though it were Company confidential information.\nB. Prevention of Unauthorized Release of Company Confidential Information.\nContractor agrees to promptly advise the Company of any knowledge which Contractor may have of any unauthorized release or use of any Company confidential information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining or being furnished with any Company confidential information.\nC. Confidential Information of Third Parties.\nContractor agrees not to disclose to the Company and not to use in any way in connection with our work for the Company any confidential information or trade secrets of any kind, or any embodiments thereof, of any previous employer or other third party. Specifically, and without limitation, Contractor agrees to use only our general knowledge, experience and skill in connection with our work with the Company and acknowledge that this is the purpose for which Contractor has been hired by the Company.\nD. Termination of Work and Deliverables.\nContractor agrees that, upon termination of our contract with the Company (voluntary or otherwise), Contractor will return to the Company all things belonging to the Company, and that all documents, records, notebooks and tangible articles containing or embodying confidential information, including copies thereof, then in our possession or control, whether prepared by Contractor or others, will be left with the Company. Deliverables shall also included, but not be limited to: (i) all source code; (ii) firmware; (iii) executable code; (iv) assembled code; (v) documentation including design and any modification thereto, (vi) schematics; (vii) prototype and/or production hardware.\n CONTRACTOR RECOGNIZES THAT THE UNAUTHORIZED TAKING OF ANY OF THE COMPANY\u2019S TRADE SECRETS IS A CRIME UNDER SECTION 499(C) OF THE CALIFORNIA PENAL CODE, AND IS PUNISHABLE BY IMPRISONMENT IN A STATE PRISON OR IN A COUNTY JAIL FOR A TIME NOT EXCEEDING ONE YEAR, OR BY A FINE NOT EXCEEDING FIVE THOUSAND DOLLARS ($5,000), OR BY BOTH SUCH FINE AND SUCH IMPRISONMENT. CONTRACTOR FURTHER RECOGNIZES THAT SUCH UNAUTHORIZED TAKING OF THE COMPANY\u2019S TRADE SECRETS MAY ALSO RESULT IN CIVIL LIABILITY UNDER CALIFORNIA CIVIL CODE SECTION 3426, ET SEQ., AND THAT A WILLFUL TAKING MAY RESULT IN AN AWARD AGAINST CONTRACTOR FOR THE COMPANY\u2019S ATTORNEYS\u2019 FEES AND TRIPLE THE AMOUNT OF THE COMPANY\u2019S DAMAGES.\nIII. INVENTIONS.\nA. Disclosure of Inventions.\nContractor acknowledges and agree that, pursuant to our work for the Company, Contractor will be in a position which could provide the opportunity for conceiving and/or reducing to practice inventions, improvements, developments, ideas or discoveries, whether patentable or unpatentable (collectively hereinafter referred to as \u201cInventions\u201d). Accordingly, Contractor agrees to promptly disclose to the Company, in writing, all Inventions conceived or reduced to practice by Contractor while working for the Company either solely or jointly with others, and whether or not during regular working hours. Contractor further agrees to maintain adequate and current written records of such Inventions.\nB. Company Inventions.\nThe assignment provisions in Paragraph III.C below shall apply only to \u201cCompany Inventions\u201d as defined herein. Company Inventions shall mean any Invention that either:\n1. relates, at the time of conception or reduction to practice of the Invention, to:\na. the Company\u2019s business, projects or products, or to the manufacture or utilization thereof; or\nb. the actual or demonstrably anticipated research or development of the Company; or\n2. results from any work performed directly or indirectly by Contractor for the Company; or\n3. results, at least in part, from the use of the Company\u2019s time, materials, facilities or trade secret information regardless of whether Company equipment is used.\nC. Assignment of Company Inventions.\nContractor hereby assigns, and agree to assign, to the Company all our right, title and interest in and to all Company Inventions. Also, Contractor hereby assigns, and agree to assign, to the Company all Inventions conceived or reduced to practice by Contractor within one year following the termination of our work for the Company (voluntary or otherwise), if the Invention is a result of the Company\u2019s information which was obtained by Contractor during our work for the Company.\nTHIS SECTION C DOES NOT APPLY TO ANY INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870, INCLUDING ANY IDEA OR INVENTION WHICH IS DEVELOPED ENTIRELY ON OUR OWN TIME WITHOUT USING THE COMPANY\u2019S EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION, AND WHICH IS NOT RELATED TO THE COMPANY\u2019S BUSINESS (ACTUAL OR DEMONSTRABLY ANTICIPATED), AND WHICH DOES NOT RESULT FROM WORK PERFORMED FOR THE COMPANY.\nD. Execution of Necessary Documents.\nContractor agrees that, upon request and without compensation therefore, but at no expense to Contractor, and whether during the time Contractor is working for the Company, or thereafter, Contractor will do all lawful acts, including the execution of papers and lawful oaths and the giving of testimony, that in the opinion of the Company, its successors and assigns, may be necessary or desirable in obtaining, sustaining, reissuing, extending and enforcing United States and foreign Letters Patent, including design patents, on all of such Company Inventions, and for perfecting, affirming, maintaining and recording the Company\u2019s complete ownership and title thereto, and to otherwise cooperate in all proceedings and matters relating thereto.\nE. Exception.\nContractor has listed below all unpatented, but potentially patentable, ideas and inventions conceived prior to our work for the Company (and which have not been assigned to a former employer) and which are, therefore, excluded from the scope of this Agreement:\n1. __None Noted_______________________________________________;\n2. _________________________________________________;\n3. _________________________________________________; and\n4. _________________________________________________.\nIV. COPYRIGHTS.\nContractor agrees that all right, title and interest in any and all copyrights, copyright registrations and copyrightable subject matter which occur as a result of our work for the Company shall be the sole and exclusive property of the Company, and agree that such works comprise works made for hire. Contractor hereby assigns, and agree to assign, all right, title and interest in any and all copyrights, copyright registration and copyrightable subject matter which occur as a result of our work for the Company. Contractor hereby irrevocably appoints Company as our attorney-in-fact for the purpose of executing any and all documents and performing any and all other acts necessary to give effect and legality to the provisions of this paragraph and paragraph II.D above.\nV. NO UNFAIR COMPETITION.\nAs consideration for entering into this Agreement with the Company, and the Company providing Contractor compensation for our services, Contractor agrees not to compete with the Company as follows:\nA. During The Time Contractor is Working for the Company.\nContractor agrees that during the time Contractor is working for the Company, Contractor will not interfere with the business of the Company in any manner. Particularly, but without limitation, Contractor agrees to refrain from planning or organizing a competitive business during the time Contractor is working for the Company. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not have any proprietary interest in any competitive business except for an interest of less than five percent (5%) of the outstanding shares of a publicly-held corporation, meaning a corporation whose outstanding shares are owned by one hundred (100) or more shareholders. Contractor further agrees that during the time Contractor is working for the Company, Contractor will not solicit customers of the Company for any purpose whatsoever.\nIn addition, Contractor represents and warrant that Contractor does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies and / or individuals who have businesses or proposed businesses in any way involve products or services which would be competitive with the Company\u2019s products or services, or those products or services proposed or in development by the Company during the term of the Agreement.\nVII. GENERAL PROVISIONS.\nA. If any portion of this Agreement is found to be void or unenforceable, it shall be severed from this Agreement, leaving in force the remainder of this Agreement.\nB. This Agreement will be binding upon our heirs, assigns, executors, administrators or other legal representatives.\nC. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless contained in a single writing and signed by both the Company and Contractor. No course of conduct or manner of dealing with the parties shall constitute a waiver of any term or provision of this Agreement.\nD. In the event that any legal action becomes necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled, in addition to its court costs, to such reasonable attorney fees, expert witness fees and legal expenses as shall be fixed by a court of competent jurisdiction. Subject to the provision of paragraph IV(C), this Agreement shall be governed by the laws of the State of California. The exclusive jurisdiction for any legal proceeding regarding this Agreement shall be in the courts of said state, and Contractor hereby expressly submits to the jurisdiction of said courts.\nE. Nothing in this Agreement shall limit the remedies available to the Company. Specifically, and without limitation, wherever Contractor has agreed to execute assignment or other documents for the benefit of the Company, Contractor hereby irrevocably appoints the Company as our attorney-in-fact for the limited purpose of executing any and all such documents and performing any and all other acts necessary to give effect and legality to the provisions of this Agreement.\nF. Wherever necessary to carry out the intent of the parties, certain provisions of this Agreement, including, without limitation, Sections I; II; III.A, C, D; IV; V; VI; and VII shall survive the termination of our work for the Company and shall continue in full force and effect.\nG. Contractor acknowledges that this Agreement is in consideration of our work with the Company, whether executed before, at, or following our initial work therewith. Contractor further acknowledges that this Agreement does not create any obligation for our continued work with the Company.\nH. This Agreement contains the entire understanding between Contractor and the Company with respect to the subject matter hereof, and there are no representations, warranties, promises or undertakings other than those contained in the provisions above.\nINDEPENDENT CONTRACTOR:\nDate: _____________________\n(Signature)\nThomas P. Meola, CPA\nManaging Member\nTailor Made Business Solutions, PLLC\nDate: _____________________\n(Signature)\nErik J. 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IDT and PLX may work together to evaluate a possible strategic transaction involving IDT and PLX (\u201cProposed Transaction\u201d). As used in this Agreement, the party disclosing Confidential Information, as defined below, is the \u201cDisclosing Party\u201d and the party receiving the Confidential Information is the \u201cRecipient\u201d.\n1. During the evaluation of the Proposed Transaction, the Recipient agrees to treat confidentially information that is furnished by either the Disclosing Party or its Representatives (as defined below) to the Recipient or the Recipient\u2019s subsidiaries or its or their respective directors, officers, partners, employees, agents, representatives, including, without limitation, financial advisors, counsel, accountants, experts, and consultants (collectively, \u201cRepresentatives\u201d) in connection with the Proposed Transaction, together with notes, analyses, compilations, studies or other documents prepared by the Recipient or by its Representatives to the extent they contain or otherwise reflect such information or the Disclosing Party\u2019s review of, or interest in, the Recipient (\u201cConfidential Information\u201d).\n2. The Confidential Information will be used solely for the purposes of evaluating the Proposed Transaction, provided, however, that the Recipient may disclose any Confidential Information to its Representatives who need to know such information for the purpose of evaluating the Proposed Transaction. Prior to disclosing the Confidential Information to any Representative, however, the Recipient shall inform the Representative of the confidential nature of such information and undertake reasonable efforts to cause them to treat such information on a confidential basis. The Recipient shall be responsible for the breach of this Agreement by its Representatives that have not separately signed a non-disclosure agreement with the Disclosing Party or any of its Representatives, and shall take all reasonable measures to restrain its Representatives from unauthorized disclosure of the Confidential Information. The Disclosing Party and its Representatives shall otherwise have no recourse against any of the Recipient\u2019s Representatives that have not separately signed a non-disclosure agreement with the Disclosing Party or any of its Representatives.\n3. The public disclosure of the Proposed Transaction could have a material adverse effect on IDT\u2019s and PLX\u2019s businesses if, for any reason, a definitive agreement with respect to such transaction is not consummated. Accordingly, each party agrees that without the prior written consent of the other, it will not, and it will direct its Representatives not to, disclose to any person, other than its Representatives, either the fact that discussions or negotiations are taking place concerning the Proposed Transaction between IDT and PLX or any of the terms and conditions with respect to the Proposed Transaction and no Confidential Information will be provided to such persons. The term \u201cperson\u201d shall be broadly interpreted to include, without limitation, any corporation, governmental agency or body, partnership or individual.\n4. The parties hereby acknowledge that they are aware that the United States securities laws prohibit any person who has received from an issuer material, non-public information of the type which is the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person will purchase or sell such securities.\n5. Confidential Information disclosed hereunder shall at all times remain, as between the parties, the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted by this Agreement or any disclosure of Confidential Information hereunder.\n6. Upon the Disclosing Party\u2019s written request, the Recipient shall promptly destroy or return to the Disclosing Party all written Confidential Information (whether prepared by the Disclosing party or its Representatives) and will not retain any copies, extracts or other reproductions in whole or in part of such written materials except that (i) one copy of each electronic version of such materials may be retained by Recipient and its Representatives in their archives pursuant to such party\u2019s standard data backup and disaster recovery plans and (ii) Recipient\u2019s outside legal counsel and accountants may retain one hard copy of such materials in its archives solely for regulatory or corporate records retention policy compliance and for dispute resolution; provided, however, that any Confidential Information contained in such format may not be used for any other purpose and that all obligations contained herein shall, with respect to any Confidential Information so retained, survive any termination of this Agreement. Return and/or destruction of Confidential Information and copies, extracts or other reproductions thereof and documents, memoranda, notes, and other writings to the extent that they contain Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Recipient supervising such destruction upon the Disclosing Party\u2019s written request.\n7. Nothing in this Agreement shall prohibit or limit the Recipient\u2019s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) that was known to Recipient or any of its Representatives before disclosure by the Disclosing Party or its Representatives, (ii) that was or becomes available to the Recipient or any of its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not known by the Recipient to be prohibited from disclosing such information by a contractual, legal, or fiduciary obligation to the Disclosing Party or its Representatives, (iii) which is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement or (iv) which is independently developed by Recipient or any of its Representatives without reference to the Disclosing Party\u2019s Confidential Information.\n8. During the course of each party\u2019s evaluation of the Proposed Transaction, all inquiries and other communications are to be made only to directors, officers, employees and Representatives of the other parties who have been specifically authorized to discuss the Proposed Transaction. A party shall not directly or indirectly contact or communicate with any shareholder, director, officer, employee or Representative of a party without the express written consent of the other party.\n9. In consideration of the Confidential Information being furnished hereby, each party agrees that, without the prior written consent of the Chief Financial Officer or General Counsel of the other party, for a period of twelve (12) months from the date of this Agreement neither it nor any of its affiliates will, either directly or indirectly, solicit for employment, or otherwise contract for the services of (or cause or seek to cause to leave the employ of other party or any of its affiliates) any person who is now employed or engaged (either as an employee or consultant) or becomes employed or engaged during the term of this Agreement by the other party or its affiliates, other than persons whose employment or engagement shall have been terminated at least six (6) months prior to the date of such solicitation, employment or other contractual arrangements. The prohibition contained in this paragraph does not extend to general solicitations of employment by a party not specifically directed towards the other party\u2019s employees or consultants including but not limited to (i) advertising on the internet or in a newspaper or periodical of general circulation, (ii) an employee of an executive search firm acting on behalf of the hiring company where the hiring company did not instruct or encourage such solicitation, (iii) a general hiring program conducted by the hiring party in the ordinary course of business (such as a job fair or the like), or (iv) a response by the hiring party if the employee approaches the hiring party on an unsolicited basis.\n10. In the event that a Recipient or its Representative, as the case may be, is requested in any judicial or administrative proceeding to disclose any Confidential Information, the Recipient or its Representative will give the Disclosing Party prompt notice of such request so that the Disclosing Party may seek an appropriate protective order or other protective remedy. If, in the absence of a protective order (or other protective remedy), the Recipient or its Representative is compelled to disclose Confidential Information, the Recipient or its Representative may disclose such information without liability hereunder; provided, however, (i) that the Recipient or its Representative give the Disclosing Party prompt notice of the information to be disclosed and, upon request and at the expense of the Disclosing Party, use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information, (ii) only that portion of the Confidential Information which is legally required to be disclosed will be disclosed and (iii) the Recipient or its Representative may make such disclosure only if it has received the advice of counsel that, under the circumstances then existing, making such disclosure is necessary or advisable under applicable law.\n11. Although each party will endeavor to include in the Confidential Information items known to it which it believes to be relevant for the purpose of the other party\u2019s investigation and analysis of the Proposed Transaction, each party understands and agrees that neither the other party nor any of its Representatives have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information. In particular, and without limitation of the foregoing, each party understands that any projected or forecasted financial, operating, performance, strategy or other information reflects merely the judgment of management of such party at the time of the preparation of such information, and is based upon a number of factors and circumstances beyond the control of the party and its management. Accordingly, there can be no assurance that actual results or performance will be in line with any such projections or forecasts. Each party agrees that, except as otherwise specifically agreed to in a definitive written transaction agreement or other binding agreement, neither party nor any of its Representatives shall have any liability to the other party or any of its affiliates or Representatives arising out of or resulting from the use of the Confidential Information.\n12. Subject to its confidentiality and nondisclosure obligations as set forth in this Agreement, each party\u2019s right to develop, use and market products and services similar to or competitive with those of the other party shall remain unimpaired. Each party acknowledges that the other party may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information.\n13. The parties agree that monetary damages may not be a sufficient remedy for any breach of this Agreement by a party or its Representatives and that, in addition to all other available remedies, either party may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach.\n14. The parties agree that unless and until a definitive written agreement or other binding agreement between the parties with respect to a relationship of the type contemplated by the Proposed Transaction has been executed and delivered by each party hereto, no party will be under any obligation of any kind whatsoever with respect to such a relationship by virtue of this or any written or oral expression concerning such a transaction by any of its Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Each party further acknowledges and agrees that the other party reserves the right, in its sole discretion, to make or not to make any proposal and to reject any and all proposals (or requests to make one or more proposals) made by the other party or any of its directors, officers, affiliates, employees, agents, advisors or representatives with regard to the Proposed Transaction, and to terminate discussions and negotiations at any time.\n15. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, arrangements, understandings, promises and assurances relating thereto. This Agreement is for the benefit of the parties hereto and their respective advisors, directors, officers, employees, shareholders, owners, affiliates, representatives and agents, and shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of California, without giving effect to principles of conflict of laws which would result in the application of the laws of any other jurisdiction.\n16. This Agreement may be executed in separate counterparts, each of which counterparts shall be deemed an original and all of which counterparts shall together constitute one and the same agreement. Nothing in this Agreement may be modified or waived except by a written agreement between the parties expressly so modifying or waiving this Agreement.\n17. The term of this Agreement shall be one (1) year from the date hereof.\nIntegrated Device Technology, Inc. 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(\u201cBank\u201d), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (\u201cHopFed\u201d), Heritage Bank USA, Inc., (\u201cHeritage\u201d), a wholly-owned subsidiary of HopFed, and Billy C. Duvall (\u201cEmployee\u201d). \u201cBanking Organization\u201d shall mean First Financial, the Bank, HopFed, and/or Heritage. \u201cFinancial Institution\u201d shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the \u201cparties\u201d or individually as a \u201cparty.\u201d\nWHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the \u201cMerger Agreement\u201d), HopFed shall be merged with and into First Financial (the \u201cMerger\u201d) effective as of the date and time provided in the Merger Agreement (the \u201cEffective Time\u201d); and\nWHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and\nWHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee as an at-will employee to provide services for and on behalf of the Bank immediately upon the Effective Time;\nWHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization;\nWHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and\nWHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense.\nNOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Consideration/At-Will Employment.\na. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee\u2019s existing employment status.\nb. In consideration of Employee\u2019s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee\u2019s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee\u2019s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice. Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee\u2019s employee-at-will status.\n2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization.\n3. Definitions of Key Terms.\na. \u201cBanking and Financial Services\u201d shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services.\nb. \u201cConfidential Information\u201d shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization\u2019s Confidential Information; (iii) is independently developed after the Employee\u2019s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee\u2019s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency.\nc. \u201cCustomers\u201d or \u201cCustomer\u201d shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee\u2019s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.\nd. \u201cEmployees,\u201d \u201cAgents,\u201d and \u201cIndependent Contractors\u201d shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee\u2019s termination of employment with either Financial Institution.\ne. \u201cPerson\u201d shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.\nf. \u201cPotential Customer\u201d shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee\u2019s termination of employment with either Financial Institution.\ng. \u201cSolicit\u201d, \u201cSolicited\u201d or \u201cSolicitation\u201d means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee\u2019s behalf.\n4. Non-Disclosure of Confidential Information. During the course of Employee\u2019s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization.\nEmployee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee\u2019s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization.\nEmployee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee\u2019s employment with either Financial Institution (except in the course of performing the Employee\u2019s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization\u2019s Confidential Information.\nEmployee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee\u2019s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial Institution\u2019s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant.\n5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee\u2019s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee\u2019s employment with a Financial Institution (\u201cRestriction Period\u201d), for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\na. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or\nb. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer\u2019s services or business relationship, or the Potential Customer\u2019s contemplated services or business relationship, with a Financial Institution; or\nc. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer.\nThis Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include:\na. supervising those who provide Banking and Financial Services to Customers or Potential Customers;\nb. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer\u2019s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee\u2019s role to the Customer or Potential Customer;\nc. performing or supervising those that perform data processing, accounting, rate review, document review or similar \u201cback room\u201d services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer.\n6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee\u2019s employment with a Financial Institution, for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\nc. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or\nd. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or\ne. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee\u2019s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization.\n7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6.\n8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be reasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law.\n9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection.\n10. Enforcement/Attorneys\u2019 Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys\u2019 and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists.\n11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization.\n12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law.\n13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank\u2019s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank\u2019s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.\n14. \u201cNo-Defense\u201d Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement.\n15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts.\n16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party.\n17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement.\n18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement.\n19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee\u2019s ability to make a living.\n20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement.\n21. Miscellaneous. Any change in Employee\u2019s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement.\n22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee\u2019s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee\u2019s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee\u2019s employment with a Financial Institution.\n23. Return of Property. Upon termination of Employee\u2019s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee\u2019s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank\u2019s or Heritage\u2019s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant.\n24. Survival. Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee\u2019s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage.\n[Signature Page to Follow]\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below.\nFIRST FINANCIAL CORPORATION\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nFIRST FINANCIAL BANK, N.A.\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nHOPFED BANCORP, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nHERITAGE BANK USA, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nEMPLOYEE\nPrinted Name: Billy C. Duvall Date: January 7, 2019\nSignature: /s/ Billy C. 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"choice": "Entailment", - "spans": [ - 45 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000714562/000110465919001345/a18-42231_6ex10d8.htm" - }, - { - "id": 516, - "file_name": "741696_0001193125-10-290887_dex99d9.htm", - "text": "Exhibit (d)(9)\nPROJECT ATHENS\nCONFIDENTIAL\nMUTUAL NONDISCLOSURE AGREEMENT\nThis Mutual Nondisclosure Agreement (this \u201cAgreement\u201d) by and between Raytheon Company, a Delaware corporation, including on behalf of its subsidiaries, and Applied Signal Technology, Inc., a California corporation, including on behalf of its subsidiaries (each a \u201cParty\u201d and collectively, the \u201cParties\u201d), is dated as of the latest date set forth on the signature page hereto.\n1. General. In connection with the consideration of a possible transaction (a \u201cPossible Transaction\u201d) between the Parties, each Party (in its capacity as a provider of information hereunder, a \u201cProvider\u201d) is prepared to make available to the other Party (in its capacity as a recipient of information hereunder, a \u201cRecipient\u201d) certain Evaluation Material (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which has been or is furnished to the Recipient or its Representatives (as defined below) in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s possession prior to its being furnished to the Recipient by or on behalf of the Provider, (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, (iv) Recipient can reasonably show was independently developed by the Recipient or the Recipient\u2019s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives or (v) is intentionally released by Provider to a third party without any restriction as to use or disclosure.\n(b) The term \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Each Recipient shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and, subject to Section 5, will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives for the purpose of helping the Recipient evaluate a Possible Transaction.\n4. Non-Disclosure of Discussions. Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will instruct its Representative not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof); provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict the ability of Recipient or its Representatives from having discussions or negotiations with other persons relating to potential financing in connection with the Possible Transaction so long as each of such Persons agrees in writing to be bound by the terms of this Agreement. Each Party shall be responsible for any breach of this Agreement by any of its Representatives.\n5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall, unless it is advised in good faith by its counsel that it is not legally permitted to do so, provide the Provider with prompt written notice of any such request or requirement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, a Recipient or any of its Representatives is advised in good faith by its counsel that it is nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4, such Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is advised in good faith by its counsel is legally required to be disclosed.\n6. Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, promptly after receipt of such notice or request, destroy all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained. Notwithstanding the foregoing, (i) a Recipient shall not be required to delete, erase or destroy any Evaluation Material contained in an archived computer backup system stored as a result of automated back-up procedures, and (ii) a Recipient may retain one copy of the Evaluation Material in its Office of the General Counsel solely for record-keeping purposes. The Recipient shall provide to the Provider a certificate of compliance with this provision. Notwithstanding the destruction or retention of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n7. No Solicitation. Each Recipient agrees that, for eighteen months from the date of this Agreement, no person in its organization who receives or has access to the Evaluation Material or has knowledge about the Possible Transaction will, directly or indirectly, solicit, or cause the soliciting of, or assist or encourage others in the soliciting of, the employment or consulting services of any of the officers of a Provider or any of its subsidiaries or employees engaged in research and development for Provider or any of its subsidiaries or any other employee of the Provider or any if its subsidiaries with whom the Recipient has had contact in connection with its evaluation of a Possible Transaction or of whom it has become aware as a result of its receipt of any Evaluation Material, so long as they are employed by the Provider or any of its subsidiaries and for two months thereafter (each, a \u201cCovered Employee\u201d). A Recipient is not prohibited from:\n(i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider or its subsidiaries generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of such Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as such Recipient does not identify the individuals to be solicited by such recruiting firm or organization. The provisions of this Section 7 shall terminate and be of no further effect with respect to the Covered Employees upon the acquisition of such Provider by a third party.\n8. Standstill. Each Party agrees that, for a period of eighteen (18) months from the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by the other Party, neither it nor any of its majority-owned subsidiaries will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way intentionally assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Party or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving the other Party or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Securities Exchange Act of 1934, as amended) with respect to the securities of the other Party;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without conditions), any extraordinary transaction involving the other Party or its securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to change or influence the control of the management, Board of Directors or policies of the other Party;\n(e) take any action which might force the other Party to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Each Party also agrees during such period not to request the other Party (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).\nNotwithstanding anything in this Section 8 to the contrary, if, at any time during the Standstill Period, (A) an announcement is made by a Provider or any other person (other than the Recipient or its Representatives) that a third party (other than the Recipient or its Representatives) is or may be interested in acquiring at least twenty percent (20%) of the outstanding capital stock of the Provider, voting control or a material part of the Provider\u2019s assets (by way of a tender offer, exchange offer, proxy contest, acquisition or other similar transaction), or (B) a definitive agreement is executed by the Provider with a third party relating to such an acquisition of capital stock or assets, the restrictions set forth in this Section 8 shall immediately terminate and cease to be of any further effect on the Recipient.\nNotwithstanding any other provision of this Section 8, nothing in this Agreement shall prohibit or otherwise restrict a Recipient\u2019s ability, either directly or through its Representative(s), to make any confidential proposal or offer, or to negotiate a confidential proposal or offer, with respect to a Provider to, or through, the Provider\u2019s Board of Directors, the Chairman of the Board, the Chief Executive Officer, or any other officer of the Provider authorized by any of the foregoing to discuss offers or proposals (a \u201cPermitted Proposal\u201d), so long as the Permitted Proposal and negotiations related to a Permitted Proposal are not made public by the Recipient or its Representatives in violation of this Agreement. Further, the Parties agree that the (a) restrictions in this Agreement shall not prevent (i) any pension plan related to a Recipient or its subsidiaries from acquiring, or offering to acquire, securities of a Provider at any time or (ii) a Recipient\u2019s financial advisors from engaging in ordinary course brokerage or other transactions involving the securities of a Provider at any time to the extent such transactions are executed by or on behalf of customers other than such Recipient or its subsidiaries.\n9. Compliance with Securities Laws. Each Recipient agrees not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n10. Not a Transaction Agreement. Each Party understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered by both Parties. Each Party also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Party is under any obligation to accept any proposal regarding a Possible Transaction, and either Party may terminate discussions and negotiations with the other Party at any time.\n11. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n12. Remedies. Each Party understands and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by either Party or any of its Representatives and that the Party against which such breach is committed shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Party of this Agreement, but shall be in addition to all other remedies available at law or equity to the Party against which such breach is committed.\n13. Governing Law. This Agreement is for the benefit of each Party and shall be governed by and construed in accordance with the laws of California applicable to agreements made and to be performed entirely within such state.\n14. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n15. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship at any of the provisions of this Agreement.\n16. Term. This Agreement shall terminate two years after the date hereof.\n17. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter.\n18. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nRAYTHEON COMPANY APPLIED SIGNAL TECHNOLOGY, INC.\nBy: /s/ Kathryn G. Simpson By: /s/ William B. Van Vleet\n Name: Kathryn G. Simpson Name: William Van Vleet\nTitle: Vice President, Legal \u2212 Corporate Title: Chief Executive Officer, President\nTransactions and Governance and Director\nDate: October 19, 2010 Date: October 19, 2010\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 29 - ], - [ - 30, - 42 - ], - [ - 43, - 73 - ], - [ - 74, - 450 - ], - [ - 451, - 463 - ], - [ - 463, - 973 - ], - [ - 974, - 989 - ], - [ - 990, - 1559 - ], - [ - 1559, - 1623 - ], - [ - 1623, - 1768 - ], - [ - 1768, - 1890 - ], - [ - 1890, - 2027 - ], - [ - 2027, - 2264 - ], - [ - 2264, - 2371 - ], - [ - 2372, - 2627 - ], - [ - 2628, - 2737 - ], - [ - 2738, - 2769 - ], - [ - 2769, - 3153 - ], - [ - 3154, - 3188 - ], - [ - 3188, - 3383 - ], - [ - 3383, - 3452 - ], - [ - 3452, - 3564 - ], - [ - 3564, - 4040 - ], - [ - 4040, - 4135 - ], - [ - 4136, - 4168 - ], - [ - 4168, - 4717 - ], - [ - 4717, - 5333 - ], - [ - 5334, - 5365 - ], - [ - 5365, - 5509 - ], - [ - 5509, - 5870 - ], - [ - 5870, - 5901 - ], - [ - 5901, - 6095 - ], - [ - 6095, - 6232 - ], - [ - 6232, - 6325 - ], - [ - 6325, - 6545 - ], - [ - 6546, - 6566 - ], - [ - 6566, - 7472 - ], - [ - 7472, - 7507 - ], - [ - 7508, - 7668 - ], - [ - 7668, - 8004 - ], - [ - 8004, - 8174 - ], - [ - 8175, - 8190 - ], - [ - 8190, - 8466 - ], - [ - 8467, - 8719 - ], - [ - 8720, - 8848 - ], - [ - 8849, - 8974 - ], - [ - 8975, - 9140 - ], - [ - 9141, - 9325 - ], - [ - 9326, - 9497 - ], - [ - 9498, - 9712 - ], - [ - 9713, - 9877 - ], - [ - 9878, - 10013 - ], - [ - 10013, - 10026 - ], - [ - 10027, - 10133 - ], - [ - 10133, - 10357 - ], - [ - 10358, - 10464 - ], - [ - 10464, - 10925 - ], - [ - 10925, - 11187 - ], - [ - 11188, - 11911 - ], - [ - 11911, - 11947 - ], - [ - 11947, - 12000 - ], - [ - 12000, - 12144 - ], - [ - 12144, - 12418 - ], - [ - 12419, - 12455 - ], - [ - 12455, - 12571 - ], - [ - 12572, - 12605 - ], - [ - 12605, - 12855 - ], - [ - 12855, - 13192 - ], - [ - 13192, - 13380 - ], - [ - 13381, - 13411 - ], - [ - 13411, - 13641 - ], - [ - 13641, - 13926 - ], - [ - 13927, - 13941 - ], - [ - 13941, - 14304 - ], - [ - 14304, - 14541 - ], - [ - 14542, - 14561 - ], - [ - 14561, - 14767 - ], - [ - 14768, - 14786 - ], - [ - 14786, - 15548 - ], - [ - 15549, - 15567 - ], - [ - 15567, - 15656 - ], - [ - 15656, - 15949 - ], - [ - 15950, - 15960 - ], - [ - 15960, - 16023 - ], - [ - 16024, - 16046 - ], - [ - 16046, - 16279 - ], - [ - 16280, - 16298 - ], - [ - 16298, - 16462 - ], - [ - 16463, - 16622 - ], - [ - 16623, - 16671 - ], - [ - 16672, - 16727 - ], - [ - 16728, - 16729 - ], - [ - 16729, - 16777 - ], - [ - 16778, - 16860 - ], - [ - 16861, - 16901 - ], - [ - 16902, - 16947 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 30, - 31 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 21, - 22, - 23, - 24 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 14 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 32, - 33, - 34 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16, - 19 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 19 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000741696/000119312510290887/dex99d9.htm" - }, - { - "id": 517, - "file_name": "75448_0001193125-05-158309_dex99d4.htm", - "text": "Exhibit (d)(4)\nMUTUAL NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT\nThis Mutual Non-Disclosure/Confidentiality Agreement is entered into on 2 September, 2004, by and between nStor Corporation, Inc. (\u201cnStor\u201d), a Delaware (USA) Corporation, and Xyratex Technology Limited, Langstone Technology Park, Langstone Road, Havant, Hampshire PO9 1SA a company incorporated in England (\u2018Xyratex\u2019) (collectively the \u2018Parties\u2019) for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships.\n1. Confidential Information. Confidential Information does not need to be marked as such and is defined as any and all technical, business financial and other information belonging to either party, including but not limited to products, descriptions, drawings, bills of material, assembly drawings, compositions, business plans, financial information, trade secrets, know how, inventions, manufacturing techniques and processes, marketing and sales processes and techniques, customer lists, price lists, suppliers, current and future product developments.\nConfidential Information shall not include information, technical data or knowledge which:\na. is already known to the Receiving Party;\nb. is or becomes publicly known through no wrongful act of the Receiving Party;\nc. is rightfully received from a third party without restrictions and without breach of this Agreement;\nd. is independently developed by the Receiving Party;\ne. is approved for release by written authorization of the disclosing party; or\nf. if orally disclosed by one party to the other and within thirty (30) days after the oral disclosure, the disclosing party does not so identify it in writing as Confidential Information. Neither party will disclose to third parties or fail to treat as Confidential Information any information received orally from the disclosing party unless the disclosing party fails for thirty (30) days after such disclosure to identify the information disclosed as being confidential or proprietary.\n2. Term. This Agreement shall commence when executed and continue for a period of one (1) year. The Parties agree that from the date of first receipt, and for a period of three (3) years following the last disclosure of Confidential Information, the party receiving the Confidential Information (the \u201cReceiving Party\u201d) shall not disclose the Confidential Information to any other person, or entity, or use for its own benefit except as provided in this Agreement and shall use the same degree of care to avoid publication or dissemination of such information as it does for its own confidential information which it does not desire to have published or disseminated. These efforts shall specifically include document control measures, such as numbered copies and sign out logs, and imposing on all employees, agents and other representatives of the Receiving Party restrictions at least as strict as required by this Agreement.\n3. Marking. All information disclosed under this Agreement is deemed Confidential Information whether or not it is so marked. It is the intent of the Parties to mark information as confidential and/or proprietary prior to release to the Receiving Party. However, such markings may be overlooked and or disclosed verbally or visually and shall not diminish the value of its confidentiality.\n4. Return of Confidential Information. All Confidential Information and any copies and extracts thereof shall be promptly returned to the disclosing party or at any time within thirty (30) days of receipt of a written request by the disclosing party for the return of such Confidential Information. If authorized by the disclosing party, such Confidential Information may be destroyed by the Receiving Party if such destruction is certified by the Receiving Party to the satisfaction of the disclosing party.\n5. No License Granted. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license, express, implied or otherwise, for any information, discovery or improvements made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived, or acquired after the date of this Agreement, or for any invention, discovery, or improvement made, conceived or acquired prior to the date of this Agreement.\n6. Limitation on Use and Disclosure of Confidential Information. Confidential Information shall be used solely for the purpose of sharing technical, business and financial information to foster potential mutually beneficial business relationships.\n(a) Confidential Information shall not be copied or reproduced by the Receiving Party, except for such copies as may be reasonably required for accomplishment of the purposes stated herein;\n(b) Confidential Information shall be disclosed only to employees, agents, and other parties of the Receiving Party who have a \u201cneed to know\u201d in connection with the purposes stated herein; and\n(c) This Agreement shall not restrict the disclosure or use of information that:\n(i) was in the public domain at the time of disclosure or thereafter enters the public domain through no breach of this Agreement by the Receiving Party;\n(ii) was, at the time of the receipt by the Receiving Party, otherwise known to the Receiving Party without restrictions as to the use or disclosure;\n(iii) becomes known to the Receiving Party from a source other than the disclosing party without breach of this Agreement by the Receiving Party; or\n(iv) is developed independently by the Receiving Party and without reliance upon the Confidential Information disclosed herein.\n7. Trading Limitations. The Parties\u2019 will comply with any applicable United States securities laws.\n8. Arbitration and Equitable Relief.\n(a) Arbitration. Except as provided herein, the Parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in San Diego County, California, USA in accordance with the Commercial Arbitration Rules then in effect for the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. In the event of arbitration, the Parties may undertake a reasonable amount of discovery. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgement may be entered on the arbitrator\u2019s decision in any court having jurisdiction.\n(b) Equitable Remedies. The Parties agree that it would be impossible or inadequate to measure and calculate damages from any breach of the covenants set forth herein. Accordingly, the Parties agree that if in the event of a breach of the covenants contained in this Agreement, the affected party will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specify performance of any such provision of the Agreement. The Parties further agree that no bond or other security shall be required in obtaining such equitable relief and the Parties hereby consent to the issuance of such injunction and to the ordering of specific performance.\n9. Legal Expenses. If any action or proceeding is brought for enforcement of this Agreement, or because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney\u2019s fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled.\n10. General Provisions.\n(a) Governing Law. This Agreement shall be governed by the laws of the United States of America, State of California.\n(b) Severability. If one or more of the provisions in this Agreement is deemed void by law, then the remaining provisions will continue in full force and effect.\n(c) Successor and Assigns. This Agreement will be binding upon the successors and/or assignees of the Parties.\n(d) Headings. All headings used herein are intended for reference purposes only and shall not affect the interpretation or validity of this Agreement.\n11. Obligations. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party has an obligation under this Agreement to offer for sale or license products using or incorporating the Confidential Information. Either party may, at its sole discretion, offer products for sale or license using its own information but not the Confidential Information of the other and may modify or discontinue sales at any time. This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor shall it constitute, create, give effect to, or otherwise imply an obligation or commitment on the part of either party to submit a proposal to or perform a contract with the other party. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both parties. Neither party will be liable to the other party for any costs, expense, risks, or liabilities arising out of the other party\u2019s efforts in connection with this Agreement.\n12. Entire Understanding. This Agreement contains the entire understanding between the Parties concerning the subject matter hereof, superseding all prior contemporaneous communications, agreements and understandings between the Parties with respect to the disclosure and protection of Confidential Information. The rights and obligations of the Parties shall be limited to those expressly set forth herein.\nnStor Corporation, Inc. Xyratex Technology Limited\n/s/ Steve Aleshire /s/ Matt Cornell\nAuthorized Signature Authorized Signature\nMatt Cornell\nSteve Aleshire\nPrint Name Print Name\nExecutive VP \u2212 Storage Systems\nCOO\nTitle Title\nSeptember 3, 2004 9/3/04\nDate Date\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 62 - ], - [ - 63, - 106 - ], - [ - 106, - 331 - ], - [ - 331, - 546 - ], - [ - 547, - 576 - ], - [ - 576, - 1102 - ], - [ - 1103, - 1193 - ], - [ - 1194, - 1237 - ], - [ - 1238, - 1317 - ], - [ - 1318, - 1421 - ], - [ - 1422, - 1475 - ], - [ - 1476, - 1555 - ], - [ - 1556, - 1745 - ], - [ - 1745, - 2045 - ], - [ - 2046, - 2055 - ], - [ - 2055, - 2142 - ], - [ - 2142, - 2713 - ], - [ - 2713, - 2973 - ], - [ - 2974, - 2986 - ], - [ - 2986, - 3100 - ], - [ - 3100, - 3228 - ], - [ - 3228, - 3363 - ], - [ - 3364, - 3403 - ], - [ - 3403, - 3663 - ], - [ - 3663, - 3872 - ], - [ - 3873, - 3896 - ], - [ - 3896, - 4364 - ], - [ - 4365, - 4430 - ], - [ - 4430, - 4612 - ], - [ - 4613, - 4802 - ], - [ - 4803, - 4995 - ], - [ - 4996, - 5076 - ], - [ - 5077, - 5230 - ], - [ - 5231, - 5380 - ], - [ - 5381, - 5529 - ], - [ - 5530, - 5657 - ], - [ - 5658, - 5682 - ], - [ - 5682, - 5757 - ], - [ - 5758, - 5794 - ], - [ - 5795, - 5812 - ], - [ - 5812, - 6182 - ], - [ - 6182, - 6267 - ], - [ - 6267, - 6356 - ], - [ - 6356, - 6461 - ], - [ - 6461, - 6548 - ], - [ - 6549, - 6573 - ], - [ - 6573, - 6717 - ], - [ - 6717, - 7104 - ], - [ - 7104, - 7324 - ], - [ - 7325, - 7344 - ], - [ - 7344, - 7765 - ], - [ - 7766, - 7789 - ], - [ - 7790, - 7809 - ], - [ - 7809, - 7907 - ], - [ - 7908, - 7926 - ], - [ - 7926, - 8069 - ], - [ - 8070, - 8097 - ], - [ - 8097, - 8180 - ], - [ - 8181, - 8195 - ], - [ - 8195, - 8331 - ], - [ - 8332, - 8349 - ], - [ - 8349, - 8456 - ], - [ - 8456, - 8600 - ], - [ - 8600, - 8802 - ], - [ - 8802, - 9170 - ], - [ - 9170, - 9308 - ], - [ - 9308, - 9477 - ], - [ - 9478, - 9504 - ], - [ - 9504, - 9790 - ], - [ - 9790, - 9885 - ], - [ - 9886, - 9936 - ], - [ - 9937, - 9972 - ], - [ - 9973, - 10014 - ], - [ - 10015, - 10027 - ], - [ - 10028, - 10042 - ], - [ - 10043, - 10064 - ], - [ - 10065, - 10095 - ], - [ - 10096, - 10099 - ], - [ - 10100, - 10111 - ], - [ - 10112, - 10136 - ], - [ - 10137, - 10146 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 28, - 71 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7, - 8, - 14, - 15, - 21, - 22, - 23 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 11, - 12, - 13, - 14, - 33, - 37 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 25 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 14, - 15, - 23 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 11, - 12, - 13, - 14, - 33, - 36 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 18, - 30 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000075448/000119312505158309/dex99d4.htm" - }, - { - "id": 518, - "file_name": "768262_0001193125-10-128597_dex99d2.htm", - "text": "EXHIBIT 99(d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (\u201cAgreement\u201d) is effective as of April 2, 2010 (\u201cEffective Date\u201d) and is entered into between Sybase, Inc., a Delaware corporation, having a place of business at One Sybase Drive, Dublin, California 94568, USA (\u201cCompany\u201d), and SAP AG, a German company with its place of business at Dietmar Hopp Allee 16, 69190 Walldorf, Germany on behalf of itself and its wholly owned subsidiaries, (\u201cSAP\u201d). In consideration of the mutual covenants contained herein, SAP and Company, intending to be legally bound hereby, agree to the following:\n1. In connection with an evaluation relating to a potential relationship, cooperation or transaction (the \u201cEvaluation\u201d), SAP and Company may deliver to each other, upon the execution of this Agreement, Confidential Information as defined below (the party disclosing such Confidential Information being the \u201cDisclosing Party\u201d and the party receiving such Confidential Information being the \u201cReceiving Party\u201d).\n2. As used herein, \u201cConfidential Information\u201d shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives which is either designated in writing by the Disclosing Party as confidential or should be reasonably understood by the Receiving Party to be confidential, including but not limited to, information that is related to:\n(a) the business plans or operations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party;\n(c) the business of any customer or partner of the Disclosing Party; (d) the Disclosing Party\u2019s properties, employees, customers, finances, operations; (e) any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party); (f) software and related documentation (\u201cDisclosing Party\u2019s Software\u201d) including but not limited to the following information regarding the Disclosing Party\u2019s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Disclosing Party\u2019s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Disclosing Party\u2019s Software; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies.\n3. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation; and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein \u201creasonable steps\u201d means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein, \u201cRepresentatives\u201d shall mean (i) employees of the Receiving Party; (ii) attorneys, accountants, or other professional business advisors; and, additionally, (iii) employees of those entities directly or indirectly owned by the Receiving Party. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives. Each party shall promptly advise the other party of any misuse of Confidential Information that may come to its attention.\n4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the Receiving Party; (c) at the time of disclosure to the Receiving Party was known to such party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions.\n5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein.\n6. Nothing in this Agreement shall prohibit or restrict either party\u2019s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with Confidential Information disclosed hereunder; provided however that the Receiving Party shall maintain the confidentiality of the Confidential Information as required by this Agreement. The term \u201cresiduals\u201d means information in non-tangible form which may be retained in the unaided memory by persons who have had access, as authorized in this Agreement, to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party\u2019s copyrights or patents.\n7. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party or the Evaluation, the Receiving Party shall provide the Disclosing Party, unless prohibited by law, with prompt notice of such request or requirement in order to enable the Disclosing Party (i) to seek an appropriate protective order or other remedy; (ii) to consult with the Receiving Party with respect to the Disclosing Party\u2019s taking steps to resist or narrow the scope of such request or legal process; or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained in a timely manner, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party or its Representative shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally required to be disclosed and to require that all Confidential Information that is so disclosed will be accorded confidential treatment.\n8. To the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n9. Upon the Disclosing Party\u2019s written request, the Receiving Party shall (at the Receiving Party\u2019s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the Receiving Party\u2019s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up.\n10. Each party acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Confidential Information.\n11. Until a separate definitive agreement regarding a potential relationship or transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to any proposal, term sheet, letter of intent, or draft agreement relating to any such potential relationship or transaction (other than with respect to the confidentiality and other matters set forth herein). Each party hereto and its Representatives (a) may conduct the process that may or may not result in definitive agreement in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and entering into a definitive agreement with any third party without notice to the other party); and (b) reserves the right to change (in its sole discretion, at any time and without notice to the other party) the procedures relating to the parties\u2019 consideration of the potential relationship or transaction (including, without limitation, terminating all further discussions with the other party and requesting that the other party return or destroy the Confidential Information as described above). Either party can end the discussions at any time, for any reason, and without liability to the other. Any business decision either party makes in anticipation of definitive agreements is at the sole risk of the party making the decision, even if the other party is aware of or has indicated approval of, such decision.\n12. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n13. Without prejudice to the rights and remedies otherwise available to either party hereto, each party hereto shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this Agreement.\n14. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty regarding the Confidential Information, including, without limitation, any representation or warranty as to the completeness or accuracy of the Confidential Information.\n15. The Receiving Party will not directly or indirectly transfer any Confidential Information to any country, entity or person prohibited from obtaining such information by U.S. export laws and shall otherwise comply with all applicable U.S. export laws and regulations.\n16. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.\n17. This Agreement constitutes the entire understanding between the parties hereto as to Confidential Information disclosed hereunder in connection with the Evaluation and merges all prior discussions between them relating thereto. Notwithstanding the foregoing, in the event the parties have entered into, or enter into in the future, other agreements which contain terms concerning ownership or use of work product of either party or software license provisions and rights, then this Agreement shall not supersede either party\u2019s rights and obligations as provided in such other agreements, unless such other agreement specifically provides otherwise. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. Any waiver of a provision of this Agreement shall not be deemed a subsequent waiver of the same or any other provision of this Agreement. It is further understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n18. The term of this Agreement shall be one (1) year beginning with the Effective Date, unless terminated earlier by either party at such party\u2019s sole discretion upon thirty (30) days written notice to the other party; provided that the provisions herein concerning the disclosure, protection and use of Confidential Information shall survive the termination or expiration of this Agreement and the provisions of paragraph 19 shall survive a termination of this Agreement until the first anniversary of the Effective Date.\n19. In consideration of the Confidential Information being provided to a Receiving Party for purposes of the Evaluation, the parties agree that for a period of one (1) year from the date of this Agreement, neither party nor any of each party\u2019s affiliates or its Representatives acting on the party\u2019s behalf will, unless specifically invited in writing by the other party or the other party\u2019s Board of Directors or its Chief Executive Officer(s): (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other party or any subsidiary thereof, or any successor corporation; (ii) make, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in Rule 14a-1 under the Securities Exchange Act of 1934) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the other party; (iii) make any public announcement with respect to, or submit a proposal for, or offer of any merger, tender or exchange offer, restructuring or business combination, involving the other party or to purchase, directly or indirectly, a material portion of the assets of the other party or its subsidiaries; (iv) form, join or in any way participate in a \u201cgroup\u201d (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; (v) request the other party or any of the other party\u2019s Representatives to amend or waive any provisions of this paragraph in a manner that would require public disclosure of such request; or (vi) take any action that could reasonably be expected to require the other party to make a public announcement regarding the possibility of any of the events described in sub-clauses (i) through (v). Notwithstanding anything to the contrary in this paragraph, (1) each party shall be permitted at any time and from time to time to submit to the Chief Executive Officer of the other party one or more offers, proposals or indications of interest related to a transaction between the parties, provided that (x) each such submission is made on a confidential basis and states that the provider does not intend to, or believe that it will be required by applicable law to, make a public announcement related to such submission or its text or contents and that the provider of such submission believes, after discussion with its counsel, that federal securities laws will not require public disclosure of the receipt or contents of such submission by the other party and (y) the party intending to make such submission shall have given the other party at least 2 business days notice of its intention to do so and (2) no party shall be bound by the foregoing restrictions in the event that any person or \u201cgroup\u201d (as defined in Section 13(d)(3) of the 1934 Act) other than such party or its affiliates shall (x) acquire or publicly propose to acquire, by purchase, merger, tender offer, reorganization, consolidation or otherwise, beneficial ownership of more than 40% of the outstanding voting securities of the other party or assets of the other party or its subsidiaries representing more than 40% of the consolidated earning power of the other party and its subsidiaries and the other party\u2019s Board of Directors has recommended to such other party\u2019s shareholders that such acquisition be approved or (y) enter into an agreement or publicly propose to enter into an agreement providing for the merger or consolidation, or any similar transaction, involving such other party in which, following consummation of such transaction, substantially all of the persons or entities who, immediately prior to such transaction, had beneficial ownership of 40% or more of the voting power of such other party would not continue to beneficially own at least 40% of the voting power of the combined entity and would not have the ability to elect a majority of the directors of the combined entity and the other party\u2019s Board of Directors has recommended to such other party\u2019s shareholders that such merger, consolidation or similar transaction be approved.\nThis Agreement may be executed in counterparts or by facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.\nAccepted and Agreed to by\nSybase, Inc.\nBy: /s/ Daniel R. Carl\nName: Daniel R. Carl\nTitle: Vice President, General Counsel and Secretary\nDate: April 19, 2010\nSAP AG\nBy: /s/ Werner Brandt By: /s/ Michael Junge\nName: Dr. Werner Brandt Name: Michael Junge\nTitle: CFO Title: General Counsel\nDate: April 19, 2010 Date: April 20, 2010\n", - "spans": [ - [ - 0, - 16 - ], - [ - 17, - 48 - ], - [ - 49, - 472 - ], - [ - 472, - 609 - ], - [ - 610, - 1018 - ], - [ - 1019, - 1428 - ], - [ - 1429, - 1491 - ], - [ - 1491, - 1566 - ], - [ - 1567, - 1636 - ], - [ - 1636, - 1719 - ], - [ - 1719, - 1905 - ], - [ - 1905, - 2074 - ], - [ - 2074, - 2259 - ], - [ - 2259, - 2480 - ], - [ - 2480, - 2771 - ], - [ - 2772, - 2899 - ], - [ - 2899, - 3127 - ], - [ - 3127, - 3148 - ], - [ - 3148, - 3260 - ], - [ - 3260, - 3523 - ], - [ - 3523, - 3632 - ], - [ - 3632, - 4170 - ], - [ - 4170, - 4377 - ], - [ - 4377, - 4422 - ], - [ - 4422, - 4460 - ], - [ - 4460, - 4549 - ], - [ - 4549, - 4636 - ], - [ - 4636, - 4753 - ], - [ - 4753, - 4875 - ], - [ - 4876, - 5013 - ], - [ - 5013, - 5240 - ], - [ - 5240, - 5346 - ], - [ - 5346, - 5447 - ], - [ - 5447, - 5519 - ], - [ - 5520, - 5682 - ], - [ - 5682, - 5803 - ], - [ - 5803, - 5907 - ], - [ - 5907, - 5988 - ], - [ - 5988, - 6141 - ], - [ - 6142, - 6446 - ], - [ - 6446, - 6643 - ], - [ - 6643, - 6940 - ], - [ - 6940, - 7251 - ], - [ - 7251, - 7413 - ], - [ - 7413, - 7537 - ], - [ - 7538, - 7990 - ], - [ - 7990, - 8051 - ], - [ - 8051, - 8211 - ], - [ - 8211, - 8293 - ], - [ - 8293, - 8781 - ], - [ - 8782, - 9450 - ], - [ - 9450, - 9738 - ], - [ - 9738, - 9901 - ], - [ - 9902, - 10511 - ], - [ - 10511, - 10743 - ], - [ - 10743, - 11008 - ], - [ - 11008, - 11425 - ], - [ - 11426, - 11706 - ], - [ - 11707, - 12172 - ], - [ - 12172, - 12214 - ], - [ - 12214, - 12507 - ], - [ - 12507, - 12908 - ], - [ - 12908, - 13010 - ], - [ - 13010, - 13226 - ], - [ - 13227, - 13764 - ], - [ - 13765, - 14066 - ], - [ - 14067, - 14488 - ], - [ - 14489, - 14759 - ], - [ - 14760, - 15038 - ], - [ - 15038, - 15254 - ], - [ - 15255, - 15487 - ], - [ - 15487, - 15908 - ], - [ - 15908, - 16047 - ], - [ - 16047, - 16267 - ], - [ - 16267, - 16405 - ], - [ - 16405, - 16733 - ], - [ - 16734, - 17256 - ], - [ - 17257, - 17703 - ], - [ - 17703, - 17965 - ], - [ - 17965, - 18247 - ], - [ - 18247, - 18553 - ], - [ - 18553, - 18733 - ], - [ - 18733, - 18925 - ], - [ - 18925, - 19109 - ], - [ - 19109, - 19121 - ], - [ - 19121, - 19126 - ], - [ - 19126, - 19186 - ], - [ - 19186, - 19431 - ], - [ - 19431, - 19892 - ], - [ - 19892, - 20035 - ], - [ - 20035, - 20228 - ], - [ - 20228, - 20724 - ], - [ - 20724, - 21465 - ], - [ - 21466, - 21643 - ], - [ - 21644, - 21669 - ], - [ - 21670, - 21682 - ], - [ - 21683, - 21705 - ], - [ - 21706, - 21726 - ], - [ - 21727, - 21779 - ], - [ - 21780, - 21800 - ], - [ - 21801, - 21807 - ], - [ - 21808, - 21851 - ], - [ - 21852, - 21895 - ], - [ - 21896, - 21907 - ], - [ - 21907, - 21929 - ], - [ - 21930, - 21971 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16, - 34, - 35, - 44 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 17, - 21 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 5, - 6, - 8, - 9, - 10, - 14 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 5 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 76 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 39, - 40 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 53, - 54, - 55, - 56 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 17, - 19, - 23, - 25, - 26 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 29, - 30, - 39, - 40, - 41, - 42 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 17, - 19, - 23, - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000768262/000119312510128597/dex99d2.htm" - }, - { - "id": 519, - "file_name": "792130_0001193125-18-326077_d601641dex99d3.htm", - "text": "Exhibit (d)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is being entered into as of May 14, 2018 (the \u201cEffective Date\u201d), between ALTAIR ENGINEERING INC. (the \u201cPartner\u201d) and DATAWATCH CORPORATION (the \u201cDatawatch\u201d and, together with Partner, each a \u201cParty\u201d and collectively the \u201cParties\u201d).\nIn order to facilitate the consideration and negotiation of a possible transaction involving the Parties, the Parties may exchange certain non-public information regarding the Parties and their respective subsidiaries. This Agreement sets forth the Parties\u2019 obligations regarding the use and disclosure of such information and regarding various related matters.\nThe Parties, intending to be legally bound, acknowledge and agree as follows:\n1. Limitations on Use and Disclosure of Confidential Information. Subject to Section 3 below, neither a Recipient (as defined in Section 11 below) nor any of such Recipient\u2019s Representatives (as defined in Section 12 below) will, at any time, directly or indirectly:\n(a) make use of any of the Disclosing Party\u2019s Confidential Information (as defined in Section 11 below), except for the specific purpose of considering, evaluating and negotiating a possible negotiated transaction between the Parties; or\n(b) disclose any of the Disclosing Party\u2019s Confidential Information to any other Person (as defined in Section 12 below).\nA Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives (it being understood that any action or omission on the part of any Representative of a Recipient shall be deemed to constitute a breach or violation of this Agreement if such action or omission would constitute a breach or violation of this Agreement if taken or omitted by a Recipient). A Recipient will (at its own expense) take all reasonable actions necessary to ensure that its Representatives not make any unauthorized use or disclosure of any of the Disclosing Party\u2019s Confidential Information.\n2. No Representations by Disclosing Party. Neither a Disclosing Party nor any of such Disclosing Party\u2019s Representatives will be under any obligation to make any particular Confidential Information of such Disclosing Party available to a Recipient or any of such Recipient\u2019s Representatives. Neither a Disclosing Party nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any of such Disclosing Party\u2019s Confidential Information, and neither such Disclosing Party nor any of its Representatives will have any liability to the Recipient or to any of the Recipient\u2019s Representatives relating to or resulting from the use of any of such Disclosing Party\u2019s Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Parties and is validly executed on behalf of the Parties (a \u201cDefinitive Agreement\u201d) will have legal effect.\n3. Permitted Disclosures.\n(a) Notwithstanding the limitations set forth in Section 1 above:\n(i) the Recipient may disclose Confidential Information of the Disclosing Party if and to the extent that the Disclosing Party consents in writing (including without limitation email from a senior executive of the Disclosing Party) to the Recipient\u2019s disclosure thereof;\n(ii) the Recipient may disclose Confidential Information of the Disclosing Party to any Representative of the Recipient, but only to the extent such Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible transaction between the Parties, and (B) has been provided with a copy of this Agreement, has been instructed to abide by the provisions hereof and is under an obligation to maintain the confidentiality of such Confidential Information; and\n(iii) subject to Section 3(c) below, the Recipient may disclose Confidential Information of the Disclosing Party to the extent required by applicable law or governmental regulation or by valid legal process.\n(b) [Reserved]\n(c) Notwithstanding the limitations set forth in Section 1 above, if the Recipient or any of the Recipient\u2019s Representatives is required by law or governmental or other regulation or by subpoena or other valid legal process to disclose any of the Disclosing Party\u2019s Confidential Information to any Person, then the Recipient will promptly provide the Disclosing Party with written notice of the applicable law, regulation or process so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient and its Representatives will cooperate fully with the Disclosing Party and the Disclosing Party\u2019s Representatives in any attempt by the Disclosing Party to obtain any such protective order or other remedy. If the Disclosing Party elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of the Disclosing Party, then the Recipient may disclose such Confidential Information to the extent legally required without liability hereunder;.\n4. Return of Confidential Information. Upon the Disclosing Party\u2019s written request (including without limitation email), the Recipient and the Recipient\u2019s Representatives will promptly deliver to the Disclosing Party any of the Disclosing Party\u2019s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient\u2019s Representatives; provided, however, that, in lieu of delivering to the Disclosing Party any such Confidential Information, the Recipient may destroy such Confidential Information and deliver to the Disclosing Party a certificate confirming its destruction. Notwithstanding the delivery to the Disclosing Party (or the destruction by the Recipient) of Confidential Information of the Disclosing Party pursuant to this Section 4, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement. Notwithstanding the foregoing, Recipient shall be permitted to retain a copy of Recipient Work Product (as that term is defined in Section 11(b) below) for archival and dispute resolution purposes, however, any such retained Recipient Work Product shall continue to be subject to the confidentiality and non-use obligations set forth herein for so long as such Recipient retains such Recipient Work Product.\n5. Limitation on Soliciting Employees. During the nine (9) month period commencing on the Effective Date, neither Party nor any of such Party\u2019s Representatives will directly or indirectly solicit for employment, hire or induce or encourage (in each case, other than by means of a general solicitation pursuant to a newspaper or other media advertisement or other customary means by such party in the ordinary course of its business) any Covered Person (as defined herein) to terminate his or her relationship with the other Party or any subsidiary or other affiliate of said other Party in order to become an employee, consultant or independent contractor of or to any other Person. For purposes of this letter agreement, \u201cCovered Person\u201d shall mean any Person who is an employee of a Party or any subsidiary or other affiliate of such Party as of the Effective Date or who becomes an employee of such Party or of any subsidiary or other affiliate of such Party before the termination of discussions regarding a possible transaction involving the Parties.\n6. Standstill Provision. During the one-year period commencing on the Effective Date (the \u201cStandstill Period\u201d), each Party (hereinafter a \u201cRestricted Party\u201d) agrees that it will not, in any manner, directly or indirectly:\n(a) make, effect, initiate, propose, cause, participate in or knowingly encourage (i) any acquisition of beneficial ownership of any securities of the other Party (\u201cOther Party\u201d) or any securities of any subsidiary of the Other Party, (ii) any acquisition of any material assets of the Other Party or the Other Party\u2019s subsidiaries outside the ordinary course of business, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Other Party or the Other Party\u2019s subsidiaries, or involving any securities or material assets of the Other Party or the Other Party\u2019s subsidiaries, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of the Other Party;\n(b) form or join a \u201cgroup\u201d (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of the Other Party;\n(c) act, alone or in concert with others, to seek to control the management, board of directors or policies of the Other Party;\n(d) take any action that would reasonably be likely to require the Other Party to make a public announcement regarding any of the types of matters set forth in clause \u201c(a)\u201d of this sentence; or\n(e) enter into any arrangement or agreement with any other Person relating to any of the foregoing.\nNotwithstanding the foregoing, if (A) at any time during the Standstill Period a binding definitive acquisition agreement is executed by the Other Party and a third party (other than the Partner or any affiliate of the Restricted Party) to effect (i) a merger, recapitalization or other business combination or transaction that, if consummated, would result in the holders of the outstanding shares of common stock of the Other Party immediately prior to such merger or other business combination or transaction owning less than 50% of the outstanding voting power of such third party or the resulting entity immediately following such merger or other business combination or transaction, or (ii) a sale of all or substantially all of the assets of the Other Party (each such transaction, a \u201cChange of Control Transaction\u201d), or (B) at any time during the Standstill Period (1) an offer for a Change of Control Transaction that specifies a per share price is publicly announced by a third party, (2) the Restricted Party requests an opportunity to meet with the board of directors of the Other Party, and (3) the Other Party does not grant such request within seven days following the date thereof or thereafter continue such discussions in good faith, then the restrictions set forth in this Section 6 shall immediately terminate and cease to be of any further force or effect (it being understood that any good faith rejection by the Other Party of any offer or proposal made by the Restricted Party as part of such discussions shall not cause the restrictions set forth in this Section 6 to terminate). The expiration of the Standstill Period or the termination of the restrictions set forth in this Section 6 will not terminate or otherwise affect any of the other provisions of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit the Restricted Party from making private communications to the board of directors of the Other Party, so long as such communications would not be reasonably be expected to require public disclosure.\n7. No Obligation to Pursue Transaction. Unless the Parties enter into a Definitive Agreement, no agreement providing for a transaction involving either of the Parties will be deemed to exist between the Parties, and neither Party will be under any obligation to negotiate or enter into any such agreement or transaction with the other Party. Each Party reserves the right, in its sole discretion: (a) to conduct any process it deems appropriate with respect to any transaction or proposed transaction involving such Party and to modify any procedures relating to any such process without giving notice to the other Party or any other Person; (b) to reject any proposal made by the other Party or any of the other Party\u2019s Representatives with respect to a transaction involving such Party; and (c) to terminate discussions and negotiations with the other Party at any time. Each Party recognizes that, except as expressly provided in any binding written agreement between the Parties that is executed on or after the Effective Date: (i) the other Party and its Representatives will be free to negotiate with, and to enter into any agreement or transaction with, any other interested party; and (ii) such Party will not have any rights or claims against the other Party or any of the other Party\u2019s Representatives arising out of or relating to any transaction or proposed transaction involving the other Party.\n8. No Waiver. No failure or delay by either Party or any of its Representatives in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of both of the Parties and that refers specifically to the particular provision or provisions being waived or amended.\n9. Remedies. Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by such Party or by any of such Party\u2019s Representatives and that the other Party is likely to suffer irreparable harm as a result of any such breach. Accordingly, each Party will be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Agreement by the other Party or any of the other Party\u2019s Representatives. The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Agreement, but rather will be in addition to all other remedies available at law or in equity to the Parties. In the event of litigation relating to this Agreement, (a) if a court of competent jurisdiction decides that there is a prevailing Party in such litigation, then the non-prevailing Party will pay to the prevailing Party the reasonable legal fees incurred by the prevailing Party in connection with such litigation (including any appeal relating thereto) or (b) if a court of competent jurisdiction (i) does not opine on whether there is a prevailing Party in such litigation and (ii) determines that either Party or any of its Representatives has breached this Agreement, such breaching Party will be liable for, and will pay to the other Party, the reasonable legal fees incurred by the other Party in connection with such litigation (including any appeal relating thereto).\n10. Successors and Assigns; Applicable Law; Jurisdiction and Venue. This Agreement will be binding upon and inure to the benefit of each Party and its Representatives and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to principles of conflicts of laws). Each Party: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agrees that service of any process, summons, notice or document by U.S. registered mail to the address set forth opposite the name of such Party at the end of this Agreement shall be effective service of process for any such action, suit or proceeding brought against such Party; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of Delaware; and (d) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of Delaware has been brought in an inconvenient forum.\n11. Confidential Information. For purposes of this Agreement, \u201cConfidential Information\u201d will be deemed to include only the following information disclosed by one Party (a \u201cDisclosing Party\u201d) to the other Party (a \u201cRecipient\u201d):\n(a) any information (including any technology, know-how, patent application, test result, research study, business plan, budget, forecast or projection) relating directly or indirectly to the business of the Disclosing Party, any predecessor entity or any subsidiary or other affiliate of the Disclosing Party (whether prepared by the Disclosing Party or by any other Person and whether or not in written form) that is or that has been made available to the Recipient or any Representative of the Recipient by or on behalf of the Disclosing Party or any Representative of the Disclosing Party, regardless of the manner in which it was made available;\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Recipient or any Representative of the Recipient to the extent that it contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in clause \u201c(a)\u201d of this sentence (\u201cRecipient Work Product\u201d);\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in clause \u201c(a)\u201d of this sentence has been made available to the Recipient or any of its Representatives; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties, and the proposed terms, conditions or other facts with respect to any such transaction, including the status thereof.\nHowever, a Disclosing Party\u2019s \u201cConfidential Information\u201d will not be deemed to include:\n(i) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Recipient or by any of the Recipient\u2019s Representatives in breach or in violation of this Agreement;\n(ii) any information that was in the Recipient\u2019s possession prior to the time it was first made available to the Recipient or any of the Recipient\u2019s Representatives by or on behalf of the Disclosing Party or any of the Disclosing Party\u2019s Representatives as evidenced by the written records of Recipient, provided that the source of such information was not known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Disclosing Party or to any other Person with respect to any of such information;\n(iii) any information that becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party or any of the Disclosing Party\u2019s Representatives, provided that such source is not known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Disclosing Party or to any other Person with respect to any of such information; or\n(iv) is independently developed by the Recipient without use of or reference to any of the Disclosing Party\u2019s Confidential Information.\n12. Miscellaneous; Termination.\n(a) For purposes of this Agreement, a Party\u2019s \u201cRepresentatives\u201d will be deemed to include each Person that is or becomes (i) a subsidiary or other affiliate of such Party, or (ii) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party\u2019s subsidiaries or other affiliates.\n(b) The term \u201cPerson,\u201d as used in this Agreement, will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority.\n(c) The bold-faced captions appearing in this Agreement have been included only for convenience and shall not affect or be taken into account in the interpretation of this Agreement.\n(d) Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.\n(e) By making Confidential Information or other information available to a Recipient or a Recipient\u2019s Representatives, a Disclosing Party is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or other proprietary or intellectual property right.\n(f) To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any Confidential Information or any pending, threatened or prospective action, suit, proceeding, investigation, arbitration or dispute, it is acknowledged and agreed that the Parties have a commonality of interest with respect to such Confidential Information or action, suit, proceeding, investigation, arbitration or dispute and that it is the Parties\u2019 mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and the Parties agree to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges or doctrines.\n(g) This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior agreement between the Parties regarding the subject matter hereof.\n(h) This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.\n(i) Except as otherwise set forth herein, this Agreement shall terminate on the second anniversary of the Effective Date; provided, however, that (i) the restrictions and covenants set forth in this Agreement relating to Confidential Information consisting of or relating to trade secrets, intellectual property, intellectual property rights and/or technical information shall terminate on the fifth anniversary of the Effective Date; and (ii) the termination of this Agreement shall not relieve any Party from any liability with respect to any violation or breach of any provision contained in this Agreement.\n[Remainder of page intentionally left blank]\nThe Parties have caused this Agreement to be executed as of the Effective Date.\nDATAWATCH CORPORATION ALTAIR ENGINEERING INC.\nBy: /s/ James L. Eliason By: /s/ James R Scapa\nName: James L. 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In connection with the business opportunity currently being explored by DISCLOSING PARTY and COMPANY, COMPANY agrees that all information obtained by it, whether in tangible or intangible form, from or about DISCLOSING PARTY, including, without limitation, information relating to the business opportunity being explored, or information relating to DISCLOSING PARTY\u2019S products, services, technology, marketing, business plans, finances, research, development, know-how or personnel shall be considered Confidential Information. For purposes of this Agreement, Confidential Information shall also include the fact that such discussions are taking place.\n2. For a period of 18 months, COMPANY agrees not to disclose or disseminate the Confidential Information to any third party, except for those of its employees, lawyers, accountants, insurance agents and other professional representatives who have a need to know such Confidential Information for the purpose of COMPANY\u2019S evaluation of the opportunity and who agree to abide by the terms of this Agreement. Except as necessary to evaluate the business opportunity, COMPANY shall not use, reproduce or draw upon the Confidentia1 information for any purpose or circulate it within its organization.\n3. The confidentiality obligations of COMPANY with respect to the Confidential Information shall terminate with respect to any particular portion of the Confidential Information that: (i) is now or subsequently becomes generally known or available to the public, by publication, commercial use or otherwise, through no fault of COMPANY; (ii) was known by COMPANY at the time of disclosure; (iii) was obtained by COMPANY from a third party, free of any obligation of confidence; or (iv) was independently developed by COMPANY without the use of any of the Confidential Information. Confidential Information may be disclosed by COMPANY as required by governmental regulation or pursuant to a subpoena or order of a court, agency or governmental authority which is binding upon COMPANY, provided that COMPANY shall provide prior written notice of such disclosure to DISCLOSING PARTY.\n4. COMPANY shall provide notice to DISCLOSING PARTY of any demand made upon it under lawful process to disclose or provide the Confidential Information. COMPANY agrees to cooperate with DISCLOSING PARTY if DISCLOSING PARTY elects to seek reasonable protective arrangements or oppose such disclosure.\n5 COMPANY recognizes that any breach of this Agreement by it would cause irreparable harm to DISCLOSING PARTY which would not be able to be quantified, and that any action for damages would not provide an adequate remedy for such breach. Therefore, in addition to any other remedies available to it, DISCLOSING PARTY would be entitled to judicial enforcement of this Agreement by injunction.\n6. All Confidential Information shall remain the property of DISCLOSING PARTY. This Agreement does not grant any rights to COMPANY with respect to the Confidential Information. Upon written notice from DISCLOSING PARTY at any time, COMPANY shall return to DISCLOSING PARTY or destroy all Confidential Information and any copies or derivative works thereof.\n7. Nothing contained herein shall obligate either party to proceed with any transaction and each party reserves the right, in its sole discretion, to terminate discussions relating to the business opportunity at any time.\n8. This Agreement contains the entire agreement between the parties with respect to Confidential Information and no modification or waiver of the terms of this Agreement shall be binding unless it is in writing signed by an authorized representative of each party.\n9. All Confidential Information is provided \u201cAs is\u201d without any warranties, express, implied or otherwise, regarding its accuracy and completeness. Any representations regarding the Confidential Information, if any, will be contained in the documentation consummating the business opportunity, if any.\n10. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.\nThe parties hereto have executed this Agreement as of the date first written above.\nGUIDELINE, Inc. infoUSA Inc.\n Company Name\n625 AVENUE OF THE AMERICAS\n Company Address 1\nNEW YORK, NY 10011\n Company Address 2\n Signed: /s/ VINOD GUPTA\n Name: Vinod Gupta\n Title: Chief Executive Officer\n", - "spans": [ - [ - 0, - 41 - ], - [ - 42, - 43 - ], - [ - 43, - 312 - ], - [ - 313, - 844 - ], - [ - 844, - 968 - ], - [ - 969, - 1375 - ], - [ - 1375, - 1564 - ], - [ - 1565, - 1749 - ], - [ - 1749, - 1902 - ], - [ - 1902, - 1955 - ], - [ - 1955, - 2046 - ], - [ - 2046, - 2146 - ], - [ - 2146, - 2445 - ], - [ - 2446, - 2599 - ], - [ - 2599, - 2745 - ], - [ - 2746, - 2984 - ], - [ - 2984, - 3137 - ], - [ - 3138, - 3217 - ], - [ - 3217, - 3315 - ], - [ - 3315, - 3494 - ], - [ - 3495, - 3716 - ], - [ - 3717, - 3981 - ], - [ - 3982, - 4130 - ], - [ - 4130, - 4283 - ], - [ - 4284, - 4391 - ], - [ - 4392, - 4475 - ], - [ - 4476, - 4504 - ], - [ - 4505, - 4506 - ], - [ - 4506, - 4518 - ], - [ - 4519, - 4545 - ], - [ - 4546, - 4547 - ], - [ - 4547, - 4564 - ], - [ - 4565, - 4583 - ], - [ - 4584, - 4585 - ], - [ - 4585, - 4602 - ], - [ - 4603, - 4604 - ], - [ - 4604, - 4627 - ], - [ - 4628, - 4629 - ], - [ - 4629, - 4635 - ], - [ - 4635, - 4646 - ], - [ - 4647, - 4648 - ], - [ - 4648, - 4678 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 7, - 11 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 19 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 3 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 6 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 6 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000801338/000095013407015617/c16542toexv99wxdyx5y.htm" - }, - { - "id": 522, - "file_name": "803647_0001047469-17-006266_a2233487zex-99_d2.htm", - "text": "Exhibit (d)(2)\nNON DISCLOSURE AND CONFIDENTIALITY AGREEMENT\nThis Confidential Non Disclosure and Confidentiality Agreement (\u201cAgreement \u201c) is dated as of March 1, 2017 between Versar, Inc., a company incorporated under the laws of the State of Delaware, having its principal place of business at 6850 Versar Center, Springfield, VA, 22151 and Kingswood Capital Management, LLC with its principal place of business at 11777 San Vicente Blvd., Suite 650, Los Angeles, CA 90049 (hereinafter known collectively as \u201cthe Parties\u201d or individually as \u201cParty\u201d).\nWHEREAS, the Parties possess information of an intellectual, business , technical, scientific or industrial nature which is not within the public domain and in which each Party has a proprietary or ownership interest (hereinafter referred to as \u201cConfidential Information\u201d); and\nWHEREAS, the Parties have an interest in participating in discussions regarding a potential strategic business transaction (the \u201cProposed Transaction\u201d) wherein either Party might share such Confidential Information with the other Party The Parties agree as follows:\n1. Confidential Information. As used in this Agreement, \u201cConfidential Information\u201d means all information whether of a technical, business, financial or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, customers, business plan, copyrights, trademarks, patents, promotional and marketing activities, finances and other business affairs) that is or may be disclosed or imparted by one Party to the other. Confidential Information also includes any other document provided by a Party that is clearly marked or otherwise identified as \u201cConfidential\u201d. Confidential Information also includes both the existence and content of discussions between the Parties with respect to a potential business transaction or relationship. Confidential Information may be in any written format, including an email transmission via electronic media and oral information.\n2. Use of Confidential Information. Each Party agrees to use the Confidential Information exclusively for the purpose of the Proposed Transaction. Except as expressly provided in this Agreement, the Party receiving Confidential Information (\u201cReceiving Party\u201d) shall not use the Confidential Information in any manner or disclose the Confidential Information to any third party without prior written consent of the Party making the disclosure (\u201cDisclosing Party\u201d).\n3. Protection of Confidential Information. The Receiving Party agrees that it will use diligent efforts to protect the secrecy and confidentiality of and avoid disclosure of the Confidential Information of the Disclosing Party, including implementing equivalent security measures and degree of care that the Receiving Party uses to protect its own proprietary or confidential information.\n4. Exceptions. Confidential Information shall not include any information that:\n(i) is publicly available to the Receiving Party without breach of this Agreement;\n(ii) is known by and in the possession of the Receiving Party as at the date of execution of this Agreement;\n(iii) is rightfully received by the Receiving Party from a third party who did not acquire or disclose such information by a wrongful or tortuous act, or in breach of a confidentiality restriction;\n(iv) is independent developed by the Receiving Party without use of any Confidential Information; or\n(v) is required to be disclosed by applicable law, regulation, stock exchange rule or judicial process.\n5. Receiving Party Personnel. The Receiving Party shall expressly restrict the possession, knowledge, development and use of Confidential Information to its partners, employees, consultants, professional advisors, agents, subcontractors and entities controlled by the Receiving Party or hired or engaged by the Receiving Party who have: (i) been determined to have a need to know, (ii) been advised of the proprietary nature of the Confidential Information being disclosed, (iii) been advised of their obligations as set forth in this Agreement to keep such Confidential Information confidential, and (iv) been placed under an obligation to the Receiving Party to preserve Confidential Information in confidence.\n6. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party. The Receiving Party will have no rights, by license or otherwise, to use or disseminate the Confidential Information except as expressly provided in this Agreement. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise conveyed by this Agreement.\n7. Return of Confidential Information. Within ten (10) days of receiving notice from the Disclosing Party, the Receiving Party shall promptly return or destroy (and verify in writing its destruction) all material embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information and all electronic media or records containing or derived from Confidential Information).\n8. Non Solicit. Each Party agrees that for a period of two (2) years from the date hereof, neither Party will, without the prior written consent of other, directly or indirectly solicit for employment or hire any employee, consultant, officer or director of the other Party with whom the Party has had contact or who became known to the Party in connection with the Proposed Transaction. Notwithstanding the foregoing, a Party shall not be precluded from hiring any such employee, consultant, officer or director who (i) responds to any public advertisement placed by the Party or (ii) has been terminated by the other Party prior to commencement of employment discussions between the Party and such employee, consultant, officer or director.\n9. No Obligation to Close. Unless and until the Parties execute a definitive agreement regarding a Proposed Transaction, neither Party is under any legal obligation of any kind whatsoever with respect to such transaction by virtue of this Agreement, except for the matters specifically agreed to herein. Further, each Party hereby waives all claims (including breach of contract) in connection with any Proposed Transaction with the other party unless and until both Parties have executed a final definitive agreement. Each Party shall have the right, in its sole discretion, to reject or accept any potential proposal, or offer, and to terminate any discussions and negotiations, at any time and for any or no reason.\n10. Judicial or Government Investigations. In the event that either Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information of the other Party, such Party shall provide the other Party with prompt written notice of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, each Party agrees to (i) furnish only that portion of the Confidential Information for which the other Party has waived compliance or for which the Disclosing Party is advised by written opinion of counsel, reasonably satisfactory to the other Party, is required by law, rule, regulation or court order and (ii) exercise its reasonable efforts to obtain assurance that the Confidential Information will be accorded such confidential treatment.\n11. No Warranties. Each Party acknowledges and agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information of the other Party and that it will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to a Proposed Transaction between the Parties, subject to such limitations and restrictions as may be contained therein. Each Party further acknowledges and agrees that it has no liability to the other Party relating to or resulting from the use of the other Party\u2019s Confidential Information.\n12. Term. The term of this Agreement shall be for a period of two (2) years from the date hereof.\n13. Injunctive Relief. Each Party acknowledges and agrees that disclosure or use of Confidential Information in violation of this Agreement may cause irreparable harm to the owner thereof, for which monetary damages may be difficult to ascertain or be an inadequate remedy. Therefore, each Party agrees that the owner of Confidential Information may seek, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Agreement.\n14. Limited Relationship. This Agreement shall not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each Party shall act as an independent contractor and not as an agent of the other Party for any purpose, and neither shall have the authority to bind the other.\n15. Non-waiver. Any failure by either Party to enforce the other Party\u2019s strict performance of any provision of this Agreement shall not constitute a waiver of the right to subsequently enforce such provision or any other provision of this Agreement.\n16. Governing Law. This Agreement shall be governed by laws of the Commonwealth of Virginia and any legal action hereunder may be brought in an appropriate federal or state court located in Fairfax County, Virginia. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys\u2019 fees and costs incurred in any such action.\n17. Severability. If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms or conditions to give them such effect.\n18. Entire Agreement; Amendment. This Agreement constitutes the entire understanding between the Parties relating to the matters discussed herein and may be amended or modified only with the mutual written consent of the Parties.\n19. Counterparts. 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(\"BBY\") and Musicland Stores Corporation (the \"Company\").\n A. BBY and the Company are mutually considering a possible business combination transaction involving the Company and BBY (the \"Transaction\");\n B. During the negotiations relating to the Transaction, each party (the \"Receiving Party\") understands that the other party (the \"Disclosing Party\") has disclosed or may disclose information relating to the Disclosing Party's business (including, without limitation, computer programs, technical drawings, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information) (hereinafter \"Evaluation Material\" of the Disclosing Party) to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \"Representatives\" and, where applicable, the terms \"Disclosing Party\" and \"Receiving Party\" include such parties' Representatives); and\n C. The parties wish to undertake negotiations relating to the Transaction and the exchange of Evaluation Material while maintaining the confidential nature of the pendency of such negotiations and the Evaluation Material both during and after such negotiations are concluded and as a condition to each party furnishing information to the other party, each party agrees to enter into this Agreement;\n NOW, THEREFORE, in consideration of the foregoing, and any access of the Receiving Party to Evaluation Material of the Disclosing Party, the parties hereby agree as follows:\n 1. Evaluation Material. The term \"Evaluation Material\" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term \"Evaluation Material\" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party, (ii) was within the Receiving Party's possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party, provided that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source was not known by the Receiving Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, or (iv) is independently developed by the Receiving Party without use of Evaluation Material.\n 2. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other's Evaluation Material solely for the purpose of evaluating a possible Transaction between the parties, and that the Disclosing Party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the evaluation of a Transaction any of the other's Evaluation Material in any manner whatsoever, provided, however, that (i) the Receiving Party may make any disclosure of such information to which the Disclosing Party gives its prior written consent and (ii) any of such information may be disclosed to the Receiving Party's Representatives who need to know such information for the sole purpose of evaluating a possible Transaction between the parties, who are provided with a copy of this Agreement and who are directed by the Receiving Party to treat such information as confidential and agrees to treat such Evaluation Material in accordance with the terms of this Agreement.\n 3. Securities Laws. Each party acknowledges that it is aware, and will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n 4. Non-Disclosure. In addition, each party agrees that, without the prior written consent of the other party, its Representatives will not disclose to any other person the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) provided, that a party may make such disclosure if in the written opinion of a party's outside legal counsel, such disclosure is necessary to avoid committing a violation of law. In such event, such party shall use its best efforts to give advance notice to the other party.\n 5. Required Disclosure. In the event that a party or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material or the fact that such Evaluation Material has been made available to such party or that discussions are taking place concerning a possible Transaction or any of the terms or conditions or other facts related thereto, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosures or any of its Representatives are nonetheless, in the opinion of counsel (which counsel shall be independent legal counsel selected by counsel to the party requested or required to make disclosure and reasonably acceptable to counsel to the other party if such disclosure is requested or required in connection with a matter in which the parties hereto are adverse or relates to information that is reasonably likely to be utilized in or relevant to a matter in which the parties hereto have or may reasonably be expected to have adverse interests), legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal.\n 6. Termination of Negotiations. If either party decides that it does not wish to proceed with a Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination of negotiations. In that case, or at any time upon the request of either Disclosing Party for any reason, each Receiving Party will promptly deliver to the Disclosing Party or destroy all written Evaluation Material (and all copies thereof and extracts therefrom) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party pursuant hereto and such destruction shall be certified in writing by an authorized officer supervising such destruction. In the event of such a decision or request, all other Evaluation Material prepared by the requesting party shall be destroyed, no copy thereof shall be retained and such destruction shall be certified in writing by an authorized officer supervising such destruction, and in no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, upon any termination of negotiations, each party and its Representatives will continue to be bound by its obligations of confidentiality and all other obligations hereunder.\n 7. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n 8. Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term \"definitive agreement\" does not include an executed letter of intent, term sheet or any other preliminary written agreement.\n 9. Non-Solicitation. BBY agrees that for a period of fifteen (15) months from the date hereof (the \"Restricted Period\"), without the prior written consent of the Company, neither its officers, any other employee of BBY authorized to recruit employees for BBY nor its directors will directly or indirectly solicit to employ any exempt (salaried) non-store employee of the Company who is employed at the level of director or above (each a \"Restricted Employee\"); provided, however, that in the absence of prior contact with a Restricted Employee during the Restricted Period, general recruitment advertising or communications to which such Restricted Employee responds shall not be considered a solicitation for purposes of this Section 9. In addition, BBY agrees that during the Restricted Period, BBY shall not employ any Restricted Employee BBY solicited for employment during the six (6) month period immediately preceding the date hereof.\n 10. Exclusive Dealing. In order to cause BBY to be willing to spend the time and incur the expense necessary to conduct due diligence and undertake negotiations related to the Transaction, the Company agrees that it will not, and will not permit any director, officer, authorized employee, agent or other representative of the Company to, negotiate, solicit or encourage, or (subject to the fiduciary duties of the Company's Board of Directors), respond to any inquiries (other than a response that merely defers a substantive response until after the expiration of the Exclusivity Period, as defined below) or requests for non-public information relating to, any proposal for the combination of the Company with any other party or sale or other disposition of the Company or a substantial portion of its assets (whether by means of a negotiated sale of securities or assets, tender or exchange offer, merger or other business combination, recapitalization, restructuring or other transaction) (collectively referred to herein as a \"Sale\") with or from any other party from and after the date hereof through and including the earlier of (a) the date upon which BBY gives notice, in accordance with Section 6 of this Agreement, to the Company that it does not wish to proceed with a Transaction, or (b) October 6, 2000 (the \"Exclusivity Period\").\n In addition, the Company agrees that it will immediately cease from the date hereof through the end of the Exclusivity Period any existing negotiations with any party other than BBY or its affiliates in respect of a Sale. The Company will promptly notify Richard Zona if it receives, at any time during the Exclusivity Period, any offers, proposals, inquiries or requests for non-public information concerning a Sale. If Mr. Zona determines in his reasonable discretion that any such offer, proposal, inquiry or request for information is likely to result in an Other Offer (as defined below), then the Company shall immediately notify BBY of such offer, proposal, inquiry or request for information. For purposes of this Section 10, an \"Other Offer\" shall mean an unsolicited offer concerning a Sale received by the Company during the Exclusivity Period which, pursuant to its fiduciary obligations, the Board of Directors of the Company concludes, after receiving the advice of outside counsel and financial advisers, that it must consider and respond to prior to the expiration of the Exclusivity Period. The Company may consider and respond to an Other Offer prior to the expiration of the Exclusivity Period provided it (i) promptly advises BBY of the receipt of such Other Offer and the Board's conclusions with respect thereto, (ii) promptly advises BBY of the terms of such Other Offer, including the identity of the offeror, and (iii) considers at the same meeting at which such Other Offer is to be considered any amended offer submitted by BBY for consideration by the Company's Board of Directors. Nothing contained in this Section 10 shall prohibit the Company or its Board of Directors from taking and disclosing to its shareholders a position with respect to an Other Offer as contemplated by Rule 14e-2(a) promulgated under the Securities Exchange Act of 1934, as amended.\n In connection with any such Other Offer, the Company will only provide information to such third party if such third party has executed a confidentiality agreement in substantially the same form as the confidentiality provisions of this Agreement, and BBY is provided with copies of all information given to the other party which was not previously provided to BBY. The Company will not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which the Company is a party unless and until the parties hereto have terminated their negotiations pursuant to Section 6 above. In consideration of the Company's agreement hereto, BBY agrees to diligently pursue its due diligence review during the Exclusivity Period and agrees further to notify the Company within forty-eight (48) hours of any determination not to proceed with a transaction as contemplated by the parties.\n 11. Future Conduct of BBY. BBY agrees that until the expiration of one (1) year from the date the Exclusivity Period expires, and except with the express written consent of the Company, neither BBY nor any of its directors or executive officers shall: (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, more than 3% in the aggregate of any equity securities of the Company or any of its subsidiaries, (ii) propose to enter into, directly or indirectly, any merger or business combination involving the Company or any of its subsidiaries or to purchase, directly or indirectly, a material portion of the assets of the Company or any of its subsidiaries, (iii) make, or in any way participate in, directly or indirectly, any \"solicitation of proxies\" (as such term is used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of its subsidiaries, (iv) form, join or in any way participate in a \"group\" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company or any of its subsidiaries, (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing, or (vii) advise, assist or encourage any other person in connection with any of the foregoing.\n 12. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n 13. Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. No failure or delay by either party or any of its Representatives in exercising any right, power or privileges under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder, and the non-breaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either party or any of its Representatives have breached this Agreement, then the breaching party shall be liable and pay to the non-breaching party the reasonable legal fees incurred in connection with such litigation, including an appeal therefrom. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability, of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby.\n 14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Minnesota, without giving effect to the principles of conflicts of laws thereof. Venue for any action to enforce the provisions of this Agreement shall be properly laid in any state or federal court in the State of Minnesota.\n 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n MUSICLAND STORES CORPORATION\n By: /s/ JACK W. EUGSTER\nJack W. Eugster\nChairman, President and Chief Executive\nOfficer\n BEST BUY CO., INC.\n By: /s/ RICHARD M. SCHULZE\nRichard M. 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General. In connection with the consideration of a possible negotiated transaction (a \u201cPossible Transaction\u201d) between the Parties and/or their respective subsidiaries (each such Party being hereinafter referred to, collectively with its subsidiaries, as a \u201cCompany\u201d), each Company (in its capacity as a provider of information hereunder, a \u201cProvider\u201d) is prepared to make available to the other Company (in its capacity as a recipient of information hereunder, a \u201cRecipient\u201d) certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or refrain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which has been or is furnished to the Recipient or its Representatives in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives to the extent they contain or are based upon the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information.\n(b) The term \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient\u2019s Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein.\n4. Non-Disclosure of Discussions. Subject to Section 5, each Company agrees that, without the prior written consent of the other Company, such Company will not, and it will cause its Representatives not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Companies, (ii) that discussions or negotiations are taking place between the Companies concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof).\n5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide the Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that the Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, a Recipient or its Representatives are nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or otherwise be liable for contempt or suffer other censure or penalty, such Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is legally required to disclose, provided that the Recipient and/or its Representatives cooperate with the Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material.\n6. Return or Destruction of Evaluation Material. If either Company decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Company of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, and will cause its Representatives to, within five business days of receipt of such notice, destroy or return all Evaluation Material, except for that portion of notes, analyses, compilations, studies, interpretations or other documents or records prepared by the Recipient or its Representatives which does not contain in any respect any of the Evaluation Materials, in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained, except that Recipient\u2019s outside legal counsel may retain one copy to be kept confidential and used solely for the purpose of establishing Recipient\u2019s compliance with its obligations hereunder. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence signed by an executive officer of the Recipient. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n7. No Solicitation/Employment. Neither Recipient will, within one year from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the officers or employees of the Provider, so long as they are employed by the Provider and for three months after they cease to be employed by Provider. A Recipient is not prohibited from soliciting by means of a general advertisement not directed at (i) any particular individual or (ii) the employees of the Provider generally.\n8. Standstill. Each Party agrees that, for a period of six months from the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by the other Party, neither it nor any of its affiliates (as defined in the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) or Representatives (acting in any capacity other than as an advisor in any of the following cases) will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Party or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving the other Party or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Exchange Act) with respect to the securities of the other Party;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the other Party or its securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Party;\n(e) take any action which might force the other Party to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nEach Party also agrees during the Standstill Period not to request the other Party (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 8 (including this sentence); provided, that this provision shall not prohibit any request to amend or waive any provision of this Section 8 which is not publicly announced or disclosed by the requesting party and does not otherwise violate this Section 8.\nThe provisions of this paragraph shall be inoperative and of no force or effect if a Competing Transaction occurs with respect to a Party. \u201cCompeting Transaction\u201d shall mean that a person (as defined by Section 13(d)(3) of the Exchange Act): (i) enters into a definitive agreement with such Party providing for the merger or consolidation, or any similar transaction, in which the persons or entities who, immediately prior to such transaction, had beneficial ownership of more than 50% of the voting power of such Party would not continue to beneficially own at least 50% of the voting power of the combined entity or would not have the ability to elect a majority of the directors of the combined entity following such transaction; (ii) commences or publicly announces its intention to commence a tender or exchange offer for more than 50% of the outstanding voting securities of such Party, or securities convertible into or any options or other rights to acquire more than 50% of the outstanding voting securities of such Party; (iii) enters into a definitive agreement with such Party providing for the purchase or other acquisition of, or purchases or otherwise acquires, a material portion of the assets of such Party; or (iv) enters into a definitive agreement with such Party providing for the purchase or acquisition of, or purchases or acquires, beneficial ownership of securities representing more than 50% of the voting power of such Party.\n9. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Company understands and agrees that the Companies have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Companies that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n10. Compliance with Securities Laws. Each Recipient agrees not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n11. Not a Transaction Agreement. Each Company understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Companies unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Company hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Companies shall have entered into a final definitive agreement for a Possible Transaction. Each Company also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Company will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Company is under any obligation to accept any proposal regarding a Possible Transaction and either Company may terminate discussions and negotiations with the other Company at any time.\n12. No Representations or Warranties; No Obligation to Disclose. Each Recipient understands and acknowledges that neither the Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of such Provider and shall have no liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to such Recipient or its Representatives or any errors therein or omissions therefrom. As to the information delivered to the Recipient, each Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Company to provide, or to continue to provide, any information to any Person.\n13. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. Remedies. Each Company understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Company or any of its Representatives and that the Company against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Company of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company against which such breach is committed.\n15. Governing Law. This Agreement is for the benefit of each Company and shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State.\n16. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Companies intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n17. Construction. The Companies have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Companies and no presumption or burden of proof shall arise favoring or disfavoring either Company by virtue of the authorship at any of the provisions of this Agreement.\n18. Term. This Agreement shall terminate two years after the date of this Agreement.\n19. Entire Agreement. This Agreement contains the entire agreement between the Companies regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and. discussions between the Companies regarding such subject matter.\n20. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representatives as of May 27 , 2011.th\nRADIANT SYSTEMS, INC. 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(the \u201cCompany\u201d) and Nuance Communications, Inc. (\u201cNuance\u201d) (a \u201cPossible Transaction\u201d) each of the parties (each a \u201cDisclosing Party\u201d as applicable) is prepared to make available to the other (each a \u201cRecipient\u201d as applicable) and its Representatives (as hereinafter defined) certain information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished, the Recipient agrees to treat any information which is furnished to it or to its Representatives by or on behalf of the Disclosing Party (herein collectively referred to as the \u201cConfidential Information\u201d) in accordance with the provisions of this letter agreement (the \u201cAgreement\u201d), and to take or abstain from taking certain other actions as hereinafter set forth. As used in this Agreement, a party\u2019s \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors of such party and those of its parent company, subsidiaries and affiliates (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors).\n(1) Confidential Information. The term \u201cConfidential Information\u201d also shall be deemed to include the portion of all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives that contain Confidential Information. The term \u201cConfidential Information\u201d shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives, (ii) was within Recipient\u2019s possession prior to its being furnished to it by or on behalf of the Disclosing Party pursuant hereto, provided that the source of such information was not known by Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party with respect to such information, (iii) is independently developed by the Recipient or (iv) becomes available to Recipient on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party or any other party with respect to such information.\n(2) Use of Confidential Information. Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a Possible Transaction and for no other purpose. Recipient agrees that the Confidential Information will be kept confidential and that Recipient and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) it may make any disclosure of the Confidential Information to which the Disclosing Party gives its prior written consent, and (ii) any of the Confidential Information may be disclosed to Recipient\u2019s Representatives who need to know such information for the sole purpose of evaluating a Possible Transaction, who are bound by confidentiality obligations to Recipient or agree to keep such Confidential Information confidential to the same extent as Recipient. In any event, Recipient agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential\nInformation, to accept responsibility for any breach of this Agreement by any of its Representatives, and at its sole expense to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or uses of the Confidential Information. The Disclosing Party understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to Disclosing Party\u2019s information. Accordingly, this Agreement will not be construed as an obligation or representation that Recipient will not develop products or systems, or have products or systems developed for it, that compete with the products or systems contemplated by Disclosing Party\u2019s information. In addition, the Disclosing Party agrees that Recipient does not intend to, and will not be obligated to, restrict or segregate the work assignments of personnel who may have been exposed to Disclosing Party\u2019s information.\n(3) Non-Disclosure. In addition, both parties agree that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person the fact that the Confidential Information has been made available to it, that discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect thereto (whether written or oral), including the status thereof (collectively, the \u201cDiscussion Information\u201d); provided, however that a party may make such disclosure if, and solely to the extent that, the other party has already done so or such party has received the written opinion of its outside counsel that such disclosure must be made in order that such party not commit a violation of law. The term \u201cperson\u201d as used in this Agreement shall be broadly interpreted to include any corporation, partnership, group, individual or other entity.\n(4) Required Disclosure. In the event that Recipient or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information or Discussion Information, Recipient shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, Recipient or any of its Representatives are nonetheless, in the written opinion of counsel, legally compelled to disclose Confidential Information or Discussion Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, Recipient or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information or Discussion Information which such counsel advises is legally required to be disclosed, provided that Recipient exercises its commercially reasonable efforts to preserve the confidentiality of the Confidential Information and the Discussion Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and the Discussion Information by such tribunal.\n(5) Termination of Discussions. Following termination of discussions regarding a Possible Transaction, upon the request (which request shall be made within a reasonable time after such termination of discussions) of the Disclosing Party for any reason, Recipient will, at Recipient\u2019s option, either deliver to the Disclosing Party or destroy (which destruction shall be certified in writing by an officer of Recipient) all Confidential Information furnished to Recipient or its Representatives by or on behalf of the Disclosing Party pursuant hereto and the portion of all other Confidential Information prepared by Recipient or its Representatives which contains Confidential Information furnished to Recipient or its Representatives by or on behalf of the Disclosing Party; provided, however, that Recipient and its Representatives (i) may each retain one copy of the Disclosing Party\u2019s Confidential Information for recordkeeping purposes and for the purposes of defending its rights and obligations hereunder and (ii) will not be required to return or destroy any computer or other electronic hardware or systems, to render any electronic data irrecoverable or to disable or otherwise modify any existing electronic data backup procedures. Notwithstanding the return or destruction of the Confidential Information, Recipient and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder.\n(6) No Representation of Accuracy. Recipient understands and acknowledges that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Recipient agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to Recipient or to any of its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Only those representations or warranties that are made in a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n(7) Definitive Agreements. Both parties understand and agree that no contract or agreement providing for any Possible Transaction shall be deemed to exist between Nuance and the Company unless and until a final definitive agreement has been executed and delivered. Both parties also agree that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither the Company nor Nuance will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Each party reserves the right, in its sole discretion, to reject any and all proposals made by the other or any of its Representatives with regard to a Possible Transaction, and to terminate discussions and negotiations at any time.\n(8) Term. The Term of this Agreement commences on the date first set forth above and extends for a period of three (3) years thereafter unless otherwise agreed upon in writing.\n(9) No Waiver. It is understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n(10) Injunctive Relief. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient or any of its Representatives and that the Disclosing Party shall be entitled to equitable relief, including an injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by the Recipient of this Agreement but shall be in addition to all other remedies available at law or equity to the Disclosing Party.\n(11) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements made and to be performed entirely within Massachusetts.\n(12) No Modification. This Agreement may not be modified or discharged in whole or in part except by an agreement in writing signed by both parties.\n(13) No Assignment. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, except in the case of a sale of all or substantially all of the assets, stock or business of such party.\n(14) Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the parties and supersedes all prior agreements and understandings between them, whether written or oral, relating to the subject matter of this Agreement.\n(15) Counterparts. 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and\nThe Parties are willing to disclose to each other such necessary CONFIDENTIAL INFORMATION provided each Party preserves the confidential nature of the other Party's INFORMATION and uses it solely for purposes of this Agreement.\nThe Parties agree as follows:\n1. \"CONFIDENTIAL INFORMATION\" as used in this Agreement means all technical or business information disclosed by one of the Parties to another pursuant to the JRA that is identified at the time of disclosure or within thirty (30) days thereafter as being confidential and proprietary. No information will be regarded as CONFIDENTIAL INFORMATION if the Party to which it is disclosed can show by competent proof that such information\n(a) was at the time of disclosure, or subsequently became, through no fault of the receiving Party, known to the general public through publication or otherwise; or\n(b) was, subsequent to disclosure to a Party, lawfully and independently received by that Party from a third party who had the right to disclose it without restriction.\nSpecific aspects or details of CONFIDENTIAL INFORMATION shall not be deemed to be within the public domain or in the possession of a Party merely because the CONFIDENTIAL INFORMATION is embraced by general disclosures in the public domain or in the possession of a Party. In addition, any combination of CONFIDENTIAL INFORMATION shall not be considered in the public domain or in the possession of a Party merely because individual elements thereof are in the public domain or in the possession of that Party unless the combination and its principles are in the public domain or in the possession of that Party.\n2. Any Party, at its discretion, may disclose to another Party any CONFIDENTIAL INFORMATION that the disclosing Party, in its reasonable judgment, believes is sufficient to enable the receiving Party to arrive at conceptions, ideas, innovations, discoveries, inventions, compositions, biological material, biological methods, whether or not patentable or susceptible to any other form of legal protection, during performance Under the IRA. Any Party may also cause such disclosures to be made to the other Party on behalf of the disclosing Party by third parties who are Under obligations of confidentiality to the disclosing Party; such disclosures from third parties shall be deemed to be disclosures by the disclosing Party.\n3. In consideration of each and every disclosure of CONFIDENTIAL INFORMATION, the Parties agree to:\n(a) treat as confidential and to preserve the confidentiality of all CONFIDENTIAL INFORMATION;\n(b) use any and all CONFIDENTIAL INFORMATION solely in connection with the performance of the IRA and for no other purpose;\n(c) make no disclosures of any CONFIDENTIAL INFORMATION to any party other than officers and employees of a Party to this IRA;\n(d) limit access to CONFIDENTIAL INFORMATION to those officers and employees having a reasonable need for such INFORMATION and being boUnd by a written obligation to maintain the confidentiality of such INFORMATION; and\n(e) maintain in confidence any information regarding the nature or scope of any transaction between the Parties, except to the extent such information must be disclosed pursuant to law, and then only after notifying the other Party of such requirement.\nAny obligation imposed by this paragraph 3 may be waived in writing by a Party as to particular CONFIDENTIAL INFORMATION and to a particular use or disclosure. Any such waiver will have a one-time effect and will not apply to any subsequent situation regardless of its similarity.\n4. All CONFIDENTIAL INFORMATION will remain the property of the disclosing Party and, upon request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party all CONFIDENTIAL INFORMATION, or any part or reproduction thereof.\n5. The obligations of each and every Party, and each employee and officer of each Party Under this Agreement will expire five (5) years from the termination of the JRA.\n6. This Agreement is subject to the laws (excluding conflicts rules) of the State of New York.\n7. The terms and provisions of this Agreement will inure to the benefit of the Parties, their respective successors and assigns and will be binding on said successors and assigns. This paragraph notwithstanding, neither Party may disclose any CONFIDENTIAL INFORMATION to any successor or assign absent prior written consent of the disclosing Party.\n8. The Parties understand and agree that no right or license under any patent, patent application, or know-how is granted to any other Party or any other person by this Agreement or by any disclosure of any CONFIDENTIAL INFORMATION.\nIN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.\nFor: NANOLUTION, LLC For: NATURALNANO INC.\nBy: By:\nName: John Lanzafame Name: Michael Riedlinger\nTitle: President Title: President\n", - "spans": [ - [ - 0, - 24 - ], - [ - 25, - 536 - ], - [ - 537, - 764 - ], - [ - 765, - 794 - ], - [ - 795, - 1080 - ], - [ - 1080, - 1227 - ], - [ - 1228, - 1392 - ], - [ - 1393, - 1561 - ], - [ - 1562, - 1834 - ], - [ - 1834, - 2173 - ], - [ - 2174, - 2614 - ], - [ - 2614, - 2901 - ], - [ - 2902, - 3001 - ], - [ - 3002, - 3096 - ], - [ - 3097, - 3220 - ], - [ - 3221, - 3347 - ], - [ - 3348, - 3567 - ], - [ - 3568, - 3820 - ], - [ - 3821, - 3981 - ], - [ - 3981, - 4101 - ], - [ - 4102, - 4134 - ], - [ - 4134, - 4358 - ], - [ - 4359, - 4527 - ], - [ - 4528, - 4622 - ], - [ - 4623, - 4803 - ], - [ - 4803, - 4971 - ], - [ - 4972, - 5204 - ], - [ - 5205, - 5298 - ], - [ - 5299, - 5341 - ], - [ - 5342, - 5349 - ], - [ - 5350, - 5395 - ], - [ - 5396, - 5429 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 20, - 21, - 26 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 1, - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 20, - 21 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 12, - 15, - 16 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 12, - 17 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 5, - 7, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 12, - 15, - 16 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 14 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000863895/000114420405038795/v030731_ex10-2.htm" - }, - { - "id": 530, - "file_name": "865415_0001047469-15-007494_a2226057zex-99_d4.htm", - "text": "Exhibit (d)(4)\nADEPT TECHNOLOGY, INC.\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis MUTUAL NONDISCLOSURE AGREEMENT (this \u201cAgreement\u201d) is made and entered into as of November 7, 2014 (the \u201cEffective Date\u201d) by and between the Adept Technology, Inc. (\u201cAdept\u201d), a Delaware corporation, having its principal office at, located at 5960 Inglewood Drive, Pleasanton, CA 94588, and Omron Electronics LLC (\u201cCompany\u201d), a Delaware limited liability company, having its principal office at 2895 Greenspoint Parkway, Hoffman Estates, Illinois 60169. The parties wish to enter into discussions for and/or evaluate a prospective business agreement or transaction. Such discussions and evaluations, and any subsequent business transactions between the parties, are the \u201cPurpose\u201d. The parties hereby agree as follows:\n1. As used herein, \u201cConfidential Information\u201d shall mean any and all technical and non-technical information, including technical data, trade secrets. know how, processes, developments, techniques, methodologies, algorithms, software programs (including source code), designs, drawings, formulas or test data relating to any project or services, service offerings, any financial, marketing, operational, legal, personnel, customer, potential customer, partner, potential partner, supply, strategic and business information and documentation, in all cases whether in tangible or intangible form and including information learned by observation during visits and/or demonstrations, provided by either party to the other that is marked or identified orally or in writing as confidential or that would be reasonably understood based on the facts and circumstances that would be understood by a reasonable person in the same situation to be confidential.\n2. Notwithstanding Section 1, the term \u201cConfidential Information\u201d shall not include information or documentation that the receiving party can show: (a) was already known to the receiving party prior to the disclosure of such information or documentation; (b) is disclosed to the receiving party without obligation of confidentiality by a third party who has the right to make such disclosure; (c) is or becomes publicly-known through no fault of the receiving party; or (d) is independently developed by the receiving party without use of the Confidential Information.\n3. Each party agrees that it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement. Notwithstanding the foregoing, Company is permitted to disclose Confidential Information of Adept to personnel of Omron Corporation and Omron Management Center of America, Inc., provided that Company ensures compliance by such companies and persons with the terms and conditions hereof and Company remains responsible for any non-compliance. Each party will use the Confidential Information for no purpose other than for the Purpose. Each party will only disclose such information based on the Purpose to its professional advisors, employees and independent contractors who have a \u201cneed to know\u201d such information, who are informed that the information is confidential and who are under obligations of confidentiality at least as stringent as those set forth herein. In all cases, the party receiving information shall be responsible for compliance with this Agreement with regard to itself and any persons within this Section or otherwise to whom disclosure is made by it. The party to whom Confidential Information was disclosed shall not be in violation of this Section 3 for a disclosure that was in response to a valid order by a court or other governmental body, or that is used for the bona fide defense or pursuit of legal action based on the written advice of counsel, provided that in such a case or cases the party obligated to make such disclosure provides the other party with reasonable prior written notice of such disclosure in order to permit the other party to seek to limit the disclosure and/or seek confidential treatment of such information.\n4. Upon the written request of the other party, each party shall promptly return to the other (or destroy if destruction is requested and provide written certification of destruction) all documents and other tangible and intangible materials representing the other\u2019s Confidential Information and all copies thereof.\n5. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any trade secret, patent, copyright, trademark, or other intellectual property right associated with such Confidential Information. Neither party shall use, copy, display, post, or prepare derivative works of or improvements to the Confidential Information, other than for the Purpose, or make, have made, use or sell for any purpose any product, service or other item incorporating or derived from any Confidential Information of the other party.\n6. Confidential Information shall not be reproduced in any form except as reasonably required for the Purpose. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party.\n7. This Agreement shall continue in full force and effect for so long as the parties continue to exchange Confidential Information. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party, however its terms shall survive the termination of this Agreement for a period of five (5) years from the date of such termination.\n8. Each party recognizes that the disclosure of the other party\u2019s Confidential Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief will not be adequate. Accordingly, each party shall have the right to seek equitable and injunctive relief (without the need to post a bond or other security) to prevent the unauthorized disclosure of its Confidential Information, as well as such damages or other relief as may be available in law or equity for any unauthorized use or disclosure of such information.\n9. Nothing contained in this Agreement shall entitle a party to rely on the other or its advisors, or require a party to enter into any agreement or transaction, or preclude a party from entering into any agreement or transaction or pursuing its lines of business, or obligate either party to the other party in any other way, except as expressly provided in this Agreement or in any other written agreement existing or entered into by the parties hereafter. Nothing contained in this Agreement shall compel either party to furnish information to the other party or to negotiate any transaction.\n10. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.\n11. No delay or omission by a party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant.\n12. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given to the party to be notified: (a) upon personal delivery to the party; (b) one (1) business day following deposit for delivery to the party for delivery within the United States with a nationally recognized overnight courier; (c) for delivery to the party via registered or certified mail, three\n(3) business days after deposit with the U.S. Post Office for mailing or (d) upon confirmation of facsimile transmission, at the time noted on such confirmation sheet to the party. In all cases, notice shall be made to the party at the location specified on the signature page of this Agreement. Each of the parties to this Agreement may change the location for notice by giving notice to the other party in accordance with the notice provisions contained in this paragraph.\n13. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, U.S.A. without reference to conflict of law principles. Any disputes under this Agreement may be brought in the state courts or the Federal courts located in Alameda County, and the parties hereby consent to the exclusive subject matter personal jurisdiction and venue of these courts. This Agreement may not be amended except in writing signed by both parties hereto.\n14. Neither party shall knowingly communicate any information to the other in violation of the rights of any third party.\n15. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement shall be binding on each party\u2019s lawful successors and assigns.\n16. The prevailing party, or if there is not one, the substantially prevailing party, in any action to enforce this Agreement shall be entitled to attorneys fees and costs in addition to any other available relief.\n17. No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of each party. This Agreement represents the entire agreement between the parties with respect to its subject matter and there are no other representations, understandings or agreements between the parties relative to such subject matter, except for any confidentiality or non-disclosure obligations that may be set forth in other written agreements signed by all parties thereto (\u201cother NDAs\u201d). In the event of an apparent conflict between or among provisions of this Agreement and provisions of other NDAs between the parties, such provisions shall be read in a mutually consistent way, or if no such reading is reasonably possible, the provisions most protective of Confidential Information shall take precedence over conflicting or less protective provisions. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement between the parties.\n18. The parties represent and acknowledge that Confidential Information may include material nonpublic information of the other party. The parties agree as recipients of such material nonpublic information, and agree to require any authorized recipient of such material nonpublic information, to not trade directly or indirectly in the other party\u2019s securities while in possession of such material nonpublic information of the other party.\nIN WITNESS WHEREOF, the parties hereto have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date.\nAGREED TO: AGREED TO:\nADEPT TECHNOLOGY, INC. OMRON ELECTRONICS LLC\n/s/ Rob Cain /s/ Nigel Blakeway\nSIGNATURE SIGNATURE\nRob Cain Nigel Blakeway\nPRINT NAME PRINT NAME\nPresident and Chief Executive Officer Chief Executive Officer\nTITLE TITLE\nAddress: 5960 Inglewood Drive Address: 2895 Greenspoint Parkway\nPleasanton, CA 94588 Hoffman Estates, Illinois 60169\nPhone: 925.245.3400 Phone:\nFax: 925.243.3510 Fax:\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 37 - ], - [ - 38, - 69 - ], - [ - 70, - 527 - ], - [ - 527, - 639 - ], - [ - 639, - 754 - ], - [ - 754, - 790 - ], - [ - 791, - 942 - ], - [ - 942, - 1740 - ], - [ - 1741, - 1889 - ], - [ - 1889, - 1996 - ], - [ - 1996, - 2134 - ], - [ - 2134, - 2211 - ], - [ - 2211, - 2309 - ], - [ - 2310, - 2513 - ], - [ - 2513, - 2855 - ], - [ - 2855, - 2947 - ], - [ - 2947, - 3279 - ], - [ - 3279, - 3486 - ], - [ - 3486, - 4075 - ], - [ - 4076, - 4391 - ], - [ - 4392, - 4789 - ], - [ - 4789, - 5104 - ], - [ - 5105, - 5216 - ], - [ - 5216, - 5515 - ], - [ - 5516, - 5648 - ], - [ - 5648, - 5897 - ], - [ - 5898, - 6107 - ], - [ - 6107, - 6452 - ], - [ - 6453, - 6912 - ], - [ - 6912, - 7048 - ], - [ - 7049, - 7469 - ], - [ - 7470, - 7630 - ], - [ - 7630, - 7766 - ], - [ - 7767, - 7907 - ], - [ - 7907, - 7948 - ], - [ - 7948, - 8103 - ], - [ - 8103, - 8172 - ], - [ - 8173, - 8246 - ], - [ - 8246, - 8354 - ], - [ - 8354, - 8469 - ], - [ - 8469, - 8647 - ], - [ - 8648, - 8823 - ], - [ - 8823, - 9053 - ], - [ - 9053, - 9135 - ], - [ - 9136, - 9257 - ], - [ - 9258, - 9401 - ], - [ - 9401, - 9510 - ], - [ - 9511, - 9725 - ], - [ - 9726, - 9905 - ], - [ - 9905, - 10286 - ], - [ - 10286, - 10654 - ], - [ - 10654, - 10849 - ], - [ - 10850, - 10985 - ], - [ - 10985, - 11289 - ], - [ - 11290, - 11418 - ], - [ - 11419, - 11440 - ], - [ - 11441, - 11464 - ], - [ - 11464, - 11485 - ], - [ - 11486, - 11517 - ], - [ - 11518, - 11537 - ], - [ - 11538, - 11561 - ], - [ - 11562, - 11583 - ], - [ - 11584, - 11645 - ], - [ - 11646, - 11657 - ], - [ - 11658, - 11721 - ], - [ - 11722, - 11774 - ], - [ - 11775, - 11795 - ], - [ - 11795, - 11801 - ], - [ - 11802, - 11824 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8, - 9 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 8, - 9 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 14 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 21 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8, - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 20 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 12 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 17 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000865415/000104746915007494/a2226057zex-99_d4.htm" - }, - { - "id": 531, - "file_name": "874265_0001193125-05-138436_dex99d1.htm", - "text": "Non-Disclosure Agreement\nJuly 1, 2005\nOmnicare, Inc.\nNectarine Acquisition Corp.\n100 East RiverCenter Boulevard\nCovington, Kentucky 41011\nAttn: Joel F. Gemunder, President and Chief Executive Officer\nDear Mr. Gemunder:\nIn connection with your consideration of a possible business combination transaction involving all or substantially all (a \u201cPossible Transaction\u201d) of the outstanding common stock of NeighborCare, Inc. (collectively with its businesses, subsidiaries and divisions, the \u201cCompany\u201d), the Company is prepared to make available to you certain information concerning the business, financial condition, operations, assets and liabilities of the Company. In connection with the Possible Transaction, which may involve stock or other securities issued by you, you are prepared to make available to the Company certain information concerning you and your business, financial condition, operations, assets and liabilities. The party disclosing information shall be referred to herein as the \u201cDisclosing Party\u201d and the party receiving information shall be referred to as the \u201cReceiving Party.\u201d\nAs a condition to each Receiving Party and their Representatives (as defined below) being furnished with such information, the Receiving Party agrees to treat any information concerning the Disclosing Party (whether prepared by the Disclosing Party, its Representatives or otherwise and irrespective of the form of communication) which is furnished to the Receiving Party or its Representatives now or in the future by or on behalf of the Disclosing Party (collectively, the \u201cEvaluation Material\u201d) and Discussion Information (as defined below) confidential in accordance with the provisions of this letter agreement, and to take or refrain from taking certain other actions as hereinafter set forth. As used in this letter agreement, a party\u2019s \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d)), partners, advisors or representatives of such party and those of its subsidiaries, affiliates and/or divisions (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and any Representatives of the Receiving Party\u2019s advisors).\nThe term \u201cEvaluation Material\u201d shall be deemed to include any notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives that derive from, contain, reflect or are based upon, in whole or in part, the information furnished to the Receiving Party or its Representatives pursuant hereto.\nThe term \u201cEvaluation Material\u201d shall also be deemed to include any oral, written or visual information obtained by meeting Representatives of the Disclosing Party or touring any of its facilities. The term \u201cEvaluation Material\u201d does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives, (ii) was within your possession prior to its being furnished to you by or on behalf of the Company; provided that the source of such information was not known to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (iii) was developed independently by the Receiving Party without use, directly or indirectly, of any Evaluation Material or (iv) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source was not known to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information.\nExcept as otherwise permitted hereunder, the Receiving Party hereby agrees that the Receiving Party and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material and the Discussion Information (as defined below) will be kept confidential and that the Receiving Party and its Representatives will not disclose any of the Evaluation Material or the Discussion Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of the Evaluation Material or the Discussion Information to which the Disclosing Party gives its prior written consent, and (ii) the Receiving Party may make any disclosure of the Evaluation Material or the Discussion Information to such of its Representatives who need to know such information for the purpose of assisting the Receiving Party in its evaluation of a Possible Transaction, are provided with a copy of this letter agreement, agree to keep the Evaluation Material and the Discussion Information confidential and agree to be bound by the terms of this letter agreement to the same extent as if they were parties hereto. In any event, the Receiving Party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material and the Discussion Information, the Receiving Party hereby accepts responsibility for any breach of this letter agreement by any of its Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy that the Company may have against such Representatives), and the Receiving Party agrees at its sole expense to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material and the Discussion Information. The Receiving Party understands that some Evaluation Material relating to customers and customer contracts may, and Evaluation Material related to product pricing shall, if provided, be designated for review solely by the Receiving Party\u2019s outside advisors or by those of the Receiving Party\u2019s employees whose responsibilities do not include contacting customers or potential customers of the Receiving Party\u2019s institutional pharmacy business or in the determination of product pricing for the Receiving Party\u2019s institutional pharmacy business, and the Receiving Party agrees to, and to cause its Representatives to, abide by such designation.\nIn addition, the Receiving Party agrees that, without the prior written consent of the Disclosing Party, the Receiving Party and its Representatives will not disclose to any other person the fact that the Evaluation Material has been made available to the Receiving Party and its Representatives, that discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect thereto, including the status thereof and the identity of the parties thereto (collectively, the \u201cDiscussion Information\u201d); provided that, in the event the Receiving Party becomes obligated to make public disclosure of Discussion Information pursuant to its obligations under 1934 Act or any other applicable law, rule or regulation, the Receiving Party shall, except as otherwise consented to by the Disclosing Party, limit such disclosure to the minimum disclosure so required and, without limiting the foregoing, to the extent the Receiving Party has any discretion with respect thereto, the Receiving Party shall not disclose any possible terms or of any possible transaction involving the Disclosing Party. The term \u201cperson\u201d as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that the Receiving Party or any of its Representatives are requested or required (either by law, rule, regulation, or other applicable judicial or governmental order or by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party may in its sole discretion and expense seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of its Representatives are nonetheless, in the opinion of outside counsel, legally compelled to disclose Evaluation Material or Discussion Information to any tribunal, the Receiving Party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party uses reasonable efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material and the Discussion Information by such tribunal at the Disclosing Party\u2019s expense.\nThe Receiving Party recognizes and acknowledges the competitive value of the Evaluation Material and the damage that could result to the Disclosing Party if the Evaluation Material were used or disclosed except as authorized by this letter.\nIn the event that either party decides not to proceed with a Possible Transaction, such party will promptly inform the Company of that decision. Upon the request of the Disclosing Party in its sole discretion and for any reason, the Receiving Party will as directed by the Disclosing Party promptly (and in no event later than five business days after the request therefor) deliver to the Disclosing Party or destroy all Evaluation Material and Discussion Information (and any copies thereof) and cause its Representatives to do the same and the Receiving Party shall provide the Disclosing Party with written confirmation of destruction; provided that outside counsel to the Receiving Party may retain one copy of the Evaluation Material in confidential restricted access files for use only in the event a dispute arises between the parties hereunder and only if reasonably related to such dispute. Notwithstanding the return or destruction of the Evaluation Material and Discussion Information, the Receiving Party and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder.\nThe Receiving Party understands, acknowledges and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or the Discussion Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or to any of its Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\nIn consideration of the Evaluation Material being furnished to the Receiving Party, the Receiving Party hereby agrees that, for a period of one year from the date hereof, neither the Receiving Party nor any of its Representatives will solicit to employ (i) any of the officers of the Disclosing Party or (ii) any of the employees of the Disclosing Party with whom the Receiving Party has contact or who are specifically identified to the Receiving Party by the Disclosing party or any of its Representatives for purposes hereof during the period of the Receiving Party\u2019s investigation of the Disclosing Party, in either case without obtaining the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may engage in general solicitations for employees in the ordinary course of business and consistent with past practice and that the Receiving Party may solicit or employ any employee of the Disclosing Party six months after such party\u2019s employment has been terminated by the Disclosing Party.\nThe Receiving Party acknowledges and agrees that it is aware (and that its Representatives are aware or, prior to receipt of any Evaluation Material or Discussion Information, will be advised by the Receiving Party) of the restrictions imposed by the United States federal securities laws on a person possessing material non-public information about a public company and that the Receiving Party and its Representatives will comply with such laws.\nSubject to the following paragraph, you agree that, for a period of one year from the date of this letter agreement, unless specifically invited in writing by the Company, neither you nor any of your Representatives will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries; provided that this paragraph shall not restrict your Representatives or any benefit plan that is maintained for your or your Representatives\u2019 employees from acquiring up to an aggregate of two percent (2%) of the outstanding common stock of the Company solely for investment purposes or restrict you or your Representatives from acquiring assets from the Company or any of its subsidiaries in the ordinary course of business so long as, in either such case, such acquisition is not related to or in furtherance of any other activities by any other person that is restricted by any other provision of this paragraph, (ii) any tender offer or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or assets of the Company or the subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company, including soliciting consents or taking other action with respect to the calling of a special meeting of the Company\u2019s shareholders; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) with respect to the Company; or (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company. You also agree during such period not to request the Company or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph (including this sentence).\nThe preceding paragraph notwithstanding, (1) you will not be deemed to be in breach of either of clause (a)(i) or (a)(ii) of the preceding paragraph by virtue of the maintenance, amendment and/or extension by you or your affiliates of the Offer made by and referred to in the Supplement to the Offer to Purchase (the \u201cSupplement\u201d) filed as an exhibit to Amendment No. 28 to the Tender Offer Statement on Schedule TO filed by you and Nectarine Acquisition Corp. with the Securities and Exchange Commission on June 16, 2005) or the announcement, commencement or maintenance by you or your affiliates of a new acquisition offer, whether by way of a tender or exchange offer, merger or otherwise (a \u201cNew Offer\u201d); provided that the terms of the Offer or the New Offer (including any extension or amendment thereof) shall in no event (A) provide for a per share consideration that is less than the Offer price in effect on the date of this letter agreement or (B) otherwise contain terms and conditions that are less favorable in any material respect to the Company\u2019s shareholders than the terms and conditions set forth in the Supplement (an Offer or New Offer made and/or maintained in good faith and meeting the terms of this proviso, a \u201cStatus Quo Offer\u201d); (2) you will not be deemed to be in breach of any other provision of the preceding paragraph by virtue of the taking of any action otherwise prohibited by such provisions so long as any such action is taken during the time that such Status Quo Offer is pending and open; and (3) (A) if the Company has entered into or enters into any confidentiality agreement in connection with providing any Evaluation Material to any other person, and such other confidentiality agreement (including any amendments thereto) either (i) does not contain a standstill provision or (ii) contains less restrictive provisions than those specified in the immediately preceding paragraph, then the provisions of the immediately preceding paragraph shall be deemed to be automatically modified without further action by either party so that the provisions set forth in the immediately preceding paragraph are no less favorable to you than those applicable to such third party and (B) if the Company enters into a binding agreement with another person for a merger or business combination transaction as a result of which the Company\u2019s shareholders immediately prior to such transaction would own less than a majority of the voting securities of the combined company following such acquisition or business combination, then the restrictions on you set forth in the immediately preceding paragraph shall be deemed to automatically terminate without further action by either party. During the course of the Receiving Party\u2019s evaluation, all inquiries and other communications are to be made directly to the financial advisors for the Disclosing Party or employees or representatives of the Disclosing Party specified by the Disclosing Party. Accordingly, the Receiving Party agrees not to directly or indirectly contact or communicate with any officer, director, employee, agent, customer or creditor of the Disclosing Party concerning a Possible Transaction, or to seek any information in connection therewith from such person, without the prior consent of the Disclosing Party.\nEach party understands and agrees that no contract or agreement providing for any Possible Transaction shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered. Each party also agrees that unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. Each party further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Possible Transaction, and to terminate discussions and negotiations with the other party at any time and that the Company is under no obligation to engage in any Possible Transaction of any nature with you. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\nIt is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by the Receiving Party or any of its Representatives and that the Disclosing Party shall be entitled to equitable relief, including, without limitation, injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by the Receiving Party of this letter agreement but shall be in addition to all other remedies available at law or equity to the Disclosing Party. The Receiving Party further agrees not to raise as a defense or objection to the request or granting of such relief that any breach of this agreement is or would be compensable by an award of money damages and agree to waive any requirements for the securing or posting of any bond in connection with such remedy.\nThis letter agreement is for the benefit of the Disclosing Party (and its respective subsidiaries and affiliates), and shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within the State of New York. Each party also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York for any actions, suits or proceedings arising out of or relating to this agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to such party\u2019s address set forth above shall be effective service of process for any action, suit or proceeding brought against the party in any such court). Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby in the courts of the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\nThis letter agreement contains the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, arrangements and discussions between the parties regarding such subject matter.\nNo provision in this agreement can be waived or amended except by written consent of each of the parties, which consent shall specifically refer to this paragraph (or such provision) and explicitly make such waiver or amendment.\nThis letter agreement may be signed by facsimile and in one or more counterparts, each of which shall be deemed an original but all of which shall be deemed to constitute a single instrument.\nPlease confirm your agreement with the foregoing by having a duly authorized officer of your organization sign and return one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.\nVery truly yours,\nNEIGHBORCARE, INC.\nBy: /S/ JOHN J. ARLOTTA\nName: John J. Arlotta Title: Chairman, President and Chief Executive Officer\nCONFIRMED AND AGREED\nas of the date written above:\nOMNICARE, INC.\nNECTARINE ACQUISITION CORP.\nBy: /S/ CHERYL D. HODGES\nName: Cheryl D. Hodges\nTitle: Senior Vice President and Secretary\n", - "spans": [ - [ - 0, - 15 - ], - [ - 15, - 24 - ], - [ - 25, - 37 - ], - [ - 38, - 52 - ], - [ - 53, - 80 - ], - [ - 81, - 111 - ], - [ - 112, - 137 - ], - [ - 138, - 199 - ], - [ - 200, - 218 - ], - [ - 219, - 665 - ], - [ - 665, - 930 - ], - [ - 930, - 1098 - ], - [ - 1098, - 1099 - ], - [ - 1100, - 1800 - ], - [ - 1800, - 2296 - ], - [ - 2297, - 2663 - ], - [ - 2664, - 2861 - ], - [ - 2861, - 2927 - ], - [ - 2927, - 3065 - ], - [ - 3065, - 3413 - ], - [ - 3413, - 3537 - ], - [ - 3537, - 3909 - ], - [ - 3910, - 4441 - ], - [ - 4441, - 4613 - ], - [ - 4613, - 5122 - ], - [ - 5122, - 5827 - ], - [ - 5827, - 6470 - ], - [ - 6471, - 7624 - ], - [ - 7624, - 7794 - ], - [ - 7794, - 8512 - ], - [ - 8512, - 9519 - ], - [ - 9520, - 9760 - ], - [ - 9761, - 9906 - ], - [ - 9906, - 10661 - ], - [ - 10661, - 10900 - ], - [ - 10901, - 11174 - ], - [ - 11174, - 11458 - ], - [ - 11458, - 11725 - ], - [ - 11726, - 11979 - ], - [ - 11979, - 12030 - ], - [ - 12030, - 12756 - ], - [ - 12757, - 13204 - ], - [ - 13205, - 13465 - ], - [ - 13465, - 13702 - ], - [ - 13702, - 14558 - ], - [ - 14558, - 14827 - ], - [ - 14827, - 14989 - ], - [ - 14989, - 15303 - ], - [ - 15303, - 15421 - ], - [ - 15421, - 15658 - ], - [ - 15658, - 15850 - ], - [ - 15851, - 15892 - ], - [ - 15892, - 15955 - ], - [ - 15955, - 15965 - ], - [ - 15965, - 16368 - ], - [ - 16368, - 16679 - ], - [ - 16679, - 16805 - ], - [ - 16805, - 17106 - ], - [ - 17106, - 17381 - ], - [ - 17381, - 17385 - ], - [ - 17385, - 17623 - ], - [ - 17623, - 17670 - ], - [ - 17670, - 18063 - ], - [ - 18063, - 18562 - ], - [ - 18562, - 18822 - ], - [ - 18822, - 19159 - ], - [ - 19160, - 19387 - ], - [ - 19387, - 19732 - ], - [ - 19732, - 20145 - ], - [ - 20145, - 20463 - ], - [ - 20464, - 20815 - ], - [ - 20815, - 21038 - ], - [ - 21038, - 21351 - ], - [ - 21352, - 21648 - ], - [ - 21648, - 22284 - ], - [ - 22284, - 22740 - ], - [ - 22741, - 22974 - ], - [ - 22975, - 23203 - ], - [ - 23204, - 23395 - ], - [ - 23396, - 23655 - ], - [ - 23656, - 23673 - ], - [ - 23674, - 23692 - ], - [ - 23693, - 23716 - ], - [ - 23717, - 23793 - ], - [ - 23794, - 23814 - ], - [ - 23815, - 23844 - ], - [ - 23845, - 23859 - ], - [ - 23860, - 23887 - ], - [ - 23888, - 23912 - ], - [ - 23913, - 23935 - ], - [ - 23936, - 23978 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 9, - 10, - 26 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 17, - 20 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 33 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 13, - 16 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 38, - 39, - 40 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14, - 24 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 17, - 21 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14, - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000874265/000119312505138436/dex99d1.htm" - }, - { - "id": 534, - "file_name": "880562_0001193125-15-346821_d93800dex3.htm", - "text": "MUTUAL CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT\nThis Agreement is made on August 10, 2015 by and between DAEGIS, INC., having a principal place of business at 600 East Las Colinas Blvd., Suite 1500, Irving, Texas 75039 and Open Text Corporation, having a principal place of business at 275 Frank Tompa Drive, Waterloo, Ontario, Canada (\u201cyou\u201d or the \u201cOther Party\u201d).\nYou have requested information regarding Daegis Inc., a Delaware corporation (collectively, with its subsidiaries, the \u201cCompany\u201d) with respect to a proposed Transaction as detailed below. Such a Transaction could include a possible purchase of all or a portion of the stock, assets or business of the Company, or any related transactions as may be mutually agreed to between you and the Company (each, a \u201cTransaction\u201d). In connection with your consideration of any possible Transaction, the Company is prepared to furnish you with certain \u201cEvaluation Material\u201d (as defined in Appendix A hereto) in accordance with the provisions of this agreement (the \u201cConfidentiality Agreement\u201d).\n1. Use of Evaluation Material.\nYou and each individual or entity you provide access to the Evaluation Material agree: (a) to use the Evaluation Material solely for the purpose of determining whether you wish to enter into any possible Transaction and the terms thereof, and (b) subject to the section captioned \u201cLegally Required Disclosure\u201d below, to keep the Evaluation Material strictly confidential, and not to disclose or use any of the Evaluation Material in any manner inconsistent with this Confidentiality Agreement; provided, however, that any of such information may be disclosed to your Affiliates (as defined in Appendix A hereto) and the Representatives (as defined in Appendix A hereto) who need to know such information for the sole purpose of helping you evaluate a possible Transaction. You agree to be responsible for any breach of this Confidentiality Agreement by any of your Affiliates and the Representatives.\n2. Non-Disclosure of Discussions.\nSubject to the section captioned \u201cLegally Required Disclosure\u201d below, you agree that you will not, and you will cause your Affiliates and the Representatives not to disclose to any other Person (as defined in Appendix A hereto): (a) that Evaluation Material has been provided to you or any Permitted Co-bidder (as defined in Appendix A hereto) or that you or any Permitted Co-bidder have received or inspected any portion of the Evaluation Material, (b) the existence or contents of this Confidentiality Agreement, (c) that discussions or negotiations concerning a possible Transaction are taking place or (d) any of the terms, conditions or other facts with respect thereto (including the status thereof), provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict you or the Representatives from having discussions or negotiations with other Persons relating to potential financing in connection with the possible Transaction so long as each of such Person agrees in writing to be bound by the terms of this Confidentiality Agreement pursuant to a joinder agreement in a form reasonably acceptable to the Company.\n3. Legally Required Disclosure.\nIf you or any of the Representatives are requested or required (in the opinion of your counsel) by order of court, legal proceedings, subpoena, civil investigative demand, a governmental agency, a stock exchange or other similar process to disclose any of the Evaluation Material or any of the facts, disclosure of which is prohibited under this Confidentiality Agreement, you will provide the Company with prompt written notice of any such requests or requirements together with copies of the material proposed to be disclosed so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or the Representatives are nonetheless legally compelled to disclose the Evaluation Material or any of the facts, disclosure of which is prohibited under this Confidentiality Agreement, or otherwise be liable for contempt or suffer other censure or penalty, you or the Representatives in question may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which you or the Representatives, on the advice of your counsel, are legally required to disclose, provided that you or the Representatives shall exercise reasonable efforts to preserve the privileged nature and confidentiality of such Evaluation Material or any of such facts, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material.\n4. Representations and Warranties.\n(a) You hereby represent and warrant that you are not acting as a broker for or representative of any other Person in connection with the Transaction, and are considering the Transaction only for your own account. Except with the prior written consent of the Company, you agree that (a) you will not act as a joint bidder or co-bidder with any other Person with respect to the Transaction, other than Permitted Co-bidders, and (b) neither you nor any of the Representatives (acting on behalf of you or your Affiliates) will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other Person regarding the Transaction, other than the Company and its representatives.\n(b) You hereby represent and warrant that neither you nor any of your Affiliates or the Representatives is party to any agreement, arrangement or understanding (whether written or oral) that would restrict the ability of any other Person to provide financing (debt, equity or otherwise) to any other Person for the Transaction or any similar transaction, and you hereby agree that neither you nor any of your Affiliates or the Representatives will directly or indirectly restrict the ability of any other Person to provide any such financing.\n(c) Notwithstanding anything to the contrary contained herein, without the prior written consent of the Company, you agree that neither you, your Affiliates, nor any of your or the Representatives will disclose any Evaluation Material to any actual or potential sources of financing (debt, equity or otherwise), other than (a) bona fide third party institutional lenders who are or may be engaged to provide debt financing to you or your Affiliates or (b) Permitted Co-bidders.\n5. Return or Destruction of Evaluation Material.\nIf you decide that you do not wish to proceed with a possible Transaction, you will promptly inform the Company of this decision. In that case, or at any time upon the written request of the Company for any reason, you will, and will cause your Affiliates and the Representatives to, within ten (10) days after the request, destroy or return all Evaluation Material and no copy, extract, or other reproductions thereof (including electronic copies) shall be retained. No such termination will affect your obligations hereunder or those of the Representatives. If requested by the Company, you will, and will cause the Representatives to, provide written certification to the Company that all such material (including electronic copies) has been returned or destroyed in compliance with this Confidentiality Agreement. Notwithstanding the return or destruction of the Evaluation Material, you and the Representatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder.\n6. No Solicitation.\nFor a period of one (1) year following the date of this Confidentiality Agreement, you will not, directly or indirectly, solicit for employment any officer, director, or employee of the Company or any of its subsidiaries or divisions in an executive or management level position or who is otherwise considered by the Company (in its sole discretion) to be a key employee, in each case, with whom you have had contact or became known to you in connection with your considerations of a Transaction, except that you shall not be deemed to be in violation of this provision as a result of any such employee who: (i) initiates discussions regarding such employment without any direct or indirect solicitation by you or (ii) responds to any public advertisement or search firm communications that are not directed specifically to any of the Persons described herein.\n7. Maintaining Privileges.\nIf any Evaluation Material (including Evaluation Material related to pending or threatened litigation) includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege, you understand and agree that you and the Company have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of each party to this Confidentiality Agreement that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided to you that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Confidentiality Agreement, and under the joint defense doctrine.\n8. Not a Transaction Agreement.\nYou understand and agree that no contract or agreement providing for a Transaction shall be deemed to exist between you and the Company unless and until you and the Company execute and deliver a final definitive agreement relating to a Transaction (a \u201cTransaction Agreement\u201d), and you hereby waive, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Transaction unless and until you and the Company shall have executed and delivered a Transaction Agreement. You also agree that, unless and until you and the Company shall have executed and delivered a Transaction Agreement, neither you nor the Company will be under any legal obligation of any kind whatsoever with respect to such Transaction by virtue of this Confidentiality Agreement except for the matters specifically agreed to herein. You further acknowledge and agree that the Company reserves the right, in its sole discretion, to reject any proposals made by you, your Affiliates or any of the Representatives with regard to a Transaction, and to terminate discussion and negotiations with you at any time and for any reason or no reason. You understand that the Company shall be free to establish and change any process or procedure with respect to any possible Transaction as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a final definitive agreement relating to a Transaction with any other party without prior notice to you or any other Person).\n9. No Representations or Warranties; No Obligation to Disclose.\nYou understand and acknowledge that the Company and its Affiliates and representatives have made and make no representation hereunder, express or implied, as to the accuracy or completeness of the Evaluation Materials, expressly disclaim any and all liability for the information contained in or omitted from the Evaluation Material furnished by or on behalf of the Company and shall have no liability to you, your Affiliates or the Representatives or any other Person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. The parties agree that the Company will only be liable for any representations or warranties which are made in a Transaction Agreement, when, as, and if executed and delivered, and subject to such limitations and restrictions as may be specified therein. Nothing in this Confidentiality Agreement shall be construed as obligating the Company to provide, or to continue to provide, any information to any Person. It is expected that you will conduct your own independent investigation of the Company and rely upon such investigation in making an investment decision regarding the Company.\n10. Remedies.\nIt is understood and agreed that money damages would not be a sufficient remedy for any breach of this Confidentiality Agreement by you, your Affiliates or the Representatives, and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Confidentiality Agreement and shall be in addition to all other remedies available at law or equity to the Company.\n11. Severability.\nIf any term, provision, covenant or restriction contained in this Confidentiality Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Confidentiality Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Confidentiality Agreement.\n12. Term.\nUnless explicitly stated otherwise herein, this Confidentiality Agreement will terminate two (2) years from the date hereof and be governed by Texas law.\n13. Modifications and Waiver.\nNo provision of this Confidentiality Agreement can be waived or amended in favor of the parties hereto except by written consent of the other party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. Repositories.\nThe terms of this Confidentiality Agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database or similar repository of Evaluation Material to which the you or any of the Representatives is granted access in connection with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that its confidentiality obligations with respect to Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto.\n15. Entire Agreement.\nThis Confidentiality Agreement contains the entire agreement between the parties hereto regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the parties hereto regarding such subject matter.\nIf you are in agreement with the foregoing, please sign and return one copy of this Confidentiality Agreement, it being understood that all counterpart copies will constitute but one agreement with respect to the subject matter hereof.\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.\n\u201cCompany\u201d \u201cOther Party\u201d\nDAEGIS, INC. OPEN TEXT CORPORATION\nBy: /s/ Timothy P. Bacci By: /s/ Gordon Davies\nName: Timothy P. Bacci Name: Gordon Davies\nTitle: President & CEO Title: CLO and Corporate Secretary\nAppendix A\nDefinitions.\n(a) The term \u201cAffiliate\u201d shall have the meaning provided such term in the Securities Exchange Act of 1934 Act, as amended (the \u201c1934 Act\u201d) and, for avoidance of doubt, includes your subsidiaries and Affiliates.\n(b) The term \u201cEvaluation Material\u201d means any and all information (whether written, oral or electronic), data, documents, agreements, files and other materials, whether disclosed orally or stored in written, electronic or other form or media, which is obtained from or disclosed by the Company, or its Representatives or Affiliates before or after the date hereof regarding the Company, including, without limitation, information concerning the Company\u2019s business, financial condition, operations, prospects, assets and liabilities, and all notes, reports, forecasts, analyses, compilations, studies, interpretations or other documents prepared by you or on your behalf, (collectively, \u201cNotes\u201d) which contains or is based upon, in whole or in part, the Evaluation Material.\nThis Confidentiality Agreement shall be inoperative as to particular portions of the Evaluation Material if such information (i) is or becomes generally available to the public other than as a result of a direct or indirect disclosure by you, your Affiliates or the Representatives in breach of this Confidentiality Agreement, (ii) was within your possession, as evidenced by written records, prior to its being furnished to you by the Company or its representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information, or (iii) is or becomes available to you on a non-confidential basis from a source other than the Company or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information.\n(c) The term \u201cPermitted Co-bidder\u201d means any Person (and any Affiliates of such Person) who may invest in the Transaction on a side-by-side basis with you, if such Person (or its Affiliate) (i) has executed its own confidentiality agreement with the Company or is one of your Affiliates and (ii) is listed on Exhibit A.\n(d) The term \u201cPerson\u201d means an individual, corporation, partnership (whether general or limited), company, joint venture, unincorporated organization, limited liability company or partnership, sole proprietorship, association, bank, trust company or trust, whether or not legal entities, the media, or any governmental entity or agency or political subdivision thereof.\n(e) The term \u201cRepresentatives\u201d shall include your and your Affiliates\u2019 officers, directors, employees, managing members, general partners, advisors, agents and consultants (including attorneys, financial advisors and accountants) and lenders.\n", - 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(the \u201cRecipient\u201d or \u201cJAM\u201d). The Company and the Recipient are sometimes referred to in this Agreement individually as a \u201cParty\u201d and collectively as the \u201cParties.\u201d\nRECITALS\nA. The Company desires to exchange views and information with JAM, its largest shareholder.\nB. The Company intends to provide JAM access to certain non-public, confidential or proprietary information concerning the Company.\nC. In order to induce the Company to provide access to the Confidential Information (as hereinafter defined), the Recipient hereby agrees to be bound by the terms and conditions of this Agreement.\nNOW, THEREFORE, in consideration of the mutual promises and covenants set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:\nARTICLE I\nDEFINITIONS\nSection 1.1 Certain Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below:\nThe term \u201cConfidential Information\u201d refers to (i) all business or financial information (including business plans, budgets, forecasts and financial projections) of the Company or its subsidiaries (or of others having business relationships with the Company), or concerning the Matter, whether or not marked or otherwise identified as confidential or proprietary, (ii) any other information or materials marked or designated as \u201cconfidential\u201d or \u201cproprietary\u201d by the Company at the time of its disclosure to the Recipient and\n(iii) any other information or materials that the Company maintains as confidential or that is proprietary to the Company, the nature of which or the circumstances surrounding the disclosure of which would indicate to a reasonable person that such information or materials are confidential or proprietary. The foregoing information and materials shall be \u201cConfidential Information\u201d whether evidenced, transferred or transmitted in writing, orally, visually, electronically or by any other means, and whether disclosed before or after the date of this Agreement. \u201cConfidential Information\u201d shall also include all Derivative Materials.\nNotwithstanding anything to the contrary in this Agreement, \u201cConfidential Information\u201d shall not include information that\n(A) is or becomes generally available to the public other than\nas a result of a breach of this Agreement by the Recipient; or (B) is or becomes available to the Recipient on a non-confidential basis from any source other than the Company or its Representatives, which source has represented to the Recipient (and that the Recipient reasonably believes after due inquiry) that such source is entitled to disclose such information without the Recipient being bound by any obligation of confidentiality, provided that upon the Recipient becoming aware that such information is Confidential Information that the source was not entitled to disclose, this Agreement shall thereafter apply to such Confidential Information.\nThe term \u201cDerivative Materials\u201d refers to all summaries, analyses, compilations, data, studies or other documents prepared by the Recipient (i) containing, or based in whole or in part on, any Confidential Information provided by the Company or its Representatives, or (ii) reflecting the Recipient\u2019s review of the Company or the Recipient\u2019s interest in the Matter.\nThe term \u201cPerson\u201d refers to any natural person, corporation, limited liability company, partnership, trust or other legal entity. The term \u201cRepresentatives\u201d refers to a Person\u2019s directors, officers, employees, attorneys, accountants, consultants, financial advisors and other agents and representatives.\nThe term \u201cRecipient\u201d shall include (i) the Recipient, (ii) its affiliates, subsidiaries, and divisions, (iii) any Person that directly or indirectly, through intermediaries or otherwise, controls or owns a controlling interest in the Recipient and (iv) the Representatives of any of the foregoing Persons.\nARTICLE II\nCONFIDENTIALITY\nSection 2.1 Non-Disclosure and Non-Use Covenants. As a condition to the Company\u2019s disclosure of the Confidential Information to the Recipient, the Recipient hereby covenants and agrees that all Confidential Information will be kept confidential by the Recipient and will not, without the prior written consent of the Company, be disclosed by the Recipient, in any manner whatsoever, in whole or in part, and will not be used by the Recipient, directly or indirectly, for any purpose other than facilitating discussion with the Company. Moreover, the Recipient agrees to transmit the Confidential Information to only those Representatives who need to know the Confidential Information for the purpose of facilitating the Recipient\u2019s discussion with the Company and who are informed of the confidential nature of the Confidential Information and the terms of this Agreement. The Recipient hereby acknowledges that it is aware, and the Recipient agrees that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that (i) the Confidential Information being furnished may contain or may itself be material, non-public information concerning the Company, and (ii) securities laws in the United States prohibit any person who has received material, non-public information concerning the Company or the matters which are the subject of this Agreement from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Recipient agrees to not engage, directly or indirectly, in transactions in Company securities while in possession of Confidential\nInformation, and further agrees that is will be responsible for its compliance with federal and state securities laws. The Recipient will be responsible for any breach of this Agreement by the Recipient or by its Representatives.\nSection 2.2 Confidentiality of Discussions. The Recipient will not, without the prior written consent of the Company, disclose the status of any discussions between the Parties, except as may be required by law or by the rules of any recognized stock exchange and then, if circumstances permit, only with prompt advance written notice to the Company. Any disclosure made pursuant to the prior sentence shall be no more extensive than is necessary to meet the minimum requirement imposed on the Person making such disclosure.\nSection 2.3 Compelled Disclosure. In the event that the Recipient is requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, the Recipient shall notify the Company promptly of such request(s), and the documents requested thereby, so that the Company may seek an appropriate protective order and/or waive in writing the Recipient\u2019s obligation not to disclose the Confidential Information. If, in the absence of a protective order or the receipt of a waiver hereunder, the Recipient is nonetheless compelled to disclose all or part of the Confidential Information or else stand liable for contempt or suffer other censure or penalty from any tribunal or governmental or similar authority, the Recipient may disclose such portion of the Confidential Information required to be disclosed without liability hereunder; provided, however, that the Recipient shall deliver to the Company written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable, and shall use commercially reasonable efforts (at the Company\u2019s expense) to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed. Notwithstanding the foregoing, the Recipient may disclose the Confidential Information to any regulatory agency in the normal course of an examination, audit or investigation involving the Recipient.\nSection 2.4 Document Disposition. The Confidential Information (except for Derivative Materials), and all copies thereof, will remain the absolute property of the Company and will be returned to the Company or destroyed (and such destruction confirmed in writing by an officer of the Recipient) without retaining any copies thereof immediately upon the Company\u2019s request. Derivative Materials will be immediately destroyed at the request of the Company and such destruction will be confirmed to the Company in writing by an officer of the Recipient.\nSection 2.5 Disclaimers. The Recipient acknowledges that neither the Company nor any of its Representatives makes any representation or warranty as to the accuracy or completeness of the Confidential Information. The Recipient agrees that neither the Company nor any of its Representatives shall have any liability to the Recipient as a result of their reliance on the Confidential Information. The Recipient hereby agrees that in no event will the Recipient have or assert any claims whatsoever against the Company or any of the Company\u2019s Representatives relating to or in any way connected with the subject matter of this Agreement.\nSection 2.6 Designated Representatives. The Recipient shall have no discussion, correspondence or other contact with the Company or any of its employees, customers or suppliers concerning the Matter except with \u201cDesignated Representatives\u201d of the Company. \u201cDesignated Representatives\u201d shall mean the Chairman of the Board of Directors of the Company and persons designated by him.\nSection 2.7 Survival. The restrictions imposed on the disclosure of Confidential Information shall continue until the lesser of such time as the information disclosed hereunder is no longer Confidential Information and one (1) year from the date first written above, provided, that no such termination shall relieve Recipient from any liability relating to any prior breach of this Agreement.\nARTICLE III\nCOVENANT OF THE COMPANY\nSection 3.1 Information and Access. The Company will provide JAM access to certain non-public, confidential or proprietary information about the Company (the \u201cConfidential Information\u201d) and receive and consider JAM\u2019s input on the financial services industry, market conditions and trends and the Company\u2019s operational performance, opportunities and direction.\nARTICLE IV\nTERM AND TERMINATION\nSection 4.1 Term. Except as set forth in Article II, this Agreement shall terminate upon the earlier of (i) the Company\u2019s 2012 Annual Meeting of Shareholders or (ii) the Company\u2019s receipt of the notice required under the Company\u2019s bylaws from JAM or its affiliates required to nominate a director for election at a meeting of the Company\u2019s shareholders.\nARTICLE V\nMISCELLANEOUS\nSection 5.1 Disclosure of Agreement. The parties contemplate that JAM will file with the SEC an amendment to its Schedule 13D with respect to the Company attaching this Agreement and that the Company will file with the SEC a current report on Form 8-K attaching this Agreement.\nSection 5.2 Compliance with Securities Laws. As of the date hereof and during the Term of the Agreement, JAM is and will remain in compliance with all applicable state and federal securities laws with regard to its investment in the Company and its rights and responsibilities under this Agreement, including but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.\nSection 5.3 Compliance with Banking Laws. As of the date hereof and during the Term of the Agreement, JAM is and will remain in compliance with all applicable banking laws with regard to its investment in the Company and its rights and responsibilities under this Agreement, including but not limited to, the Bank Holding Company Act of 1956, the National Bank Act, the Federal Deposit Insurance Act, the Bank Merger Act, the Change in Bank Control Act and the Federal Reserve Board, Office of Comptroller of the Currency and Federal Deposit Insurance Corporation regulations thereunder.\nSection 5.4 Remedies. The Recipient agrees that due to the nature of this Agreement and the Confidential Information, money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient and that the Company shall be entitled to seek specific performance, injunctive and/or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy of the Company for any breach by the Recipient of this Agreement, but shall be in addition to all other remedies available to the Company at law or in equity. The Recipient hereby waives any requirement for the securing or posting of any bond in connection with such remedy.\nSection 5.5 Expenses. The Parties will pay their own expenses with respect to this Agreement.\nSection 5.6 Severability. In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained in this Agreement shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties hereto shall be enforceable to the fullest extent permitted by law. If any court determines that any of the provisions of this Agreement, or any part thereof, are unenforceable because of the duration or scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.\nSection 5.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed within such state, without giving effect to any choice of law principles.\nSection 5.8 Miscellaneous. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and it replaces and supersedes all prior agreements between the Parties. No provision of this Agreement may be waived or amended unless such waiver or amendment is in writing. No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. This Agreement may not be assigned by the Recipient, by operation of law or otherwise, without the Company\u2019s prior written consent.\nSection 5.9 Execution. 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Confidential Information: Scope.\n(a) As used in this Agreement, \u201cConfidential Information\u201d means and includes any and all confidential and/or proprietary information and data, whether in written, tangible, intangible, digital, electronic or oral form, that is disclosed or made available by or on behalf of ORCC to Receiving Party or its Representatives, including without limitation all record-bearing media containing or disclosing such information, relating to the business or operations of ORCC, or is derived therefrom, and includes (without limitation), any and all: (i) non-public, confidential and/or proprietary information of any third party in the possession of ORCC; (ii) ORCC trade secrets, techniques, discoveries, ideas, inventions, concepts, software in various states of development, designs, drawings, images, specifications, data, diagrams, research, economic and financial analyses, strategic plans and analyses, marketing and advertising techniques, client (or customer) and vendor names, client data, new product launches, price data, sales data, personnel files and materials, and all record-bearing media containing or disclosing such information; (iii) all identifiable and/or sensitive \u201cpersonal information\u201d (as such term is defined in the federal Gramm-Leach-Bliley Act of 1999, as amended) of end users of ORCC\u2019s services, without specific designation as such (including, but not limited to, names, addresses, social security numbers, account numbers and account balances), and all record-bearing media containing or disclosing such information; and (iv) financial information, including (if provided) financial forecasts, projections or plans. All such information shall be treated as ORCC\u2019s Confidential Information under this Agreement regardless of whether or not it is marked or identified as \u201cConfidential Information.\u201d Except as provided in Section 4, neither Party shall announce, disclose or publicize in any manner this Agreement, the terms, or any discussions or negotiations covered by or relating to this Agreement (including with respect to any Transaction) without the prior written consent of the other Party.\n(b) As used in this Agreement, \u201cConfidential Information\u201d specifically excludes any information that: (i) has been or becomes publicly available or is now, or in the future, in the public domain in each case without any breach of this Agreement; (ii) prior to disclosure to Receiving Party hereunder, is within the possession of Receiving Party without any obligation of confidentiality; (iii) subsequent to disclosure hereunder, is lawfully received from a third party having rights therein without restriction of such third party\u2019s or Receiving Party\u2019s right to disseminate such information, and without notice of any restriction against its further disclosure; or (iv) is independently developed by Receiving Party by way of persons or entities which have not used, referenced or had access to (directly or indirectly) Confidential Information.\n(c) ALL CONFIDENTIAL INFORMATION PROVIDED BY ORCC UNDER THIS AGREEMENT IS PROVIDED \u201cAS IS\u201d. ORCC MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR UTILITY OF ANY CONFIDENTIAL INFORMATION.\n2. Use. Restriction of Confidential Information. ORCC will disclose certain Confidential Information to Receiving Party solely for the mutually acknowledged purpose recited above, and Receiving Party shall use such Confidential Information only for such purpose. Except to the extent expressly permitted under this Agreement, Receiving Party shall not disclose, disseminate or cause or permit any disclosure or unauthorized use of any Confidential Information, nor shall Receiving Party make any copies, reproductions, summaries or excerpts of any Confidential Information. Receiving Party shall not use any Confidential Information, including, without limitation, any Technical Information, as a basis for developing, marketing or providing products or services that compete (whether directly or indirectly) with the products or services that ORCC sells, markets or provides to its customers. Receiving Party shall at all times protect Confidential Information, using at minimum those measures that it takes to protect its own Confidential Information of a similar nature (provided that such measures are consistent with at least a reasonable degree of care); provided, however, that nothing herein shall relieve Receiving Party of its liability for unauthorized disclosure or use of Confidential Information. In the event Receiving Party loses or causes an unauthorized disclosure of Confidential Information, it will notify ORCC promptly after becoming aware of such disclosure, and will use commercially reasonable efforts to secure the retrieval and return of such Confidential Information. Any delay or failure by ORCC to enforce its rights in the event of any breach of this Agreement shall not be construed to constitute a waiver or release of its rights with respect to such breach or any subsequent breach.\n3. Permitted Disclosure. Receiving Party may only disclose Confidential Information provided to it by ORCC hereunder to Receiving Party\u2019s officers, directors, subsidiaries, affiliates, employees, legal counsel, financial advisors and other duly authorized agents and consultants (its \u201cRepresentatives\u201d) each of whom Receiving Party reasonably determines need to know such Confidential Information for the purpose of assisting the Receiving Party in its evaluation of a Transaction as set forth in this Agreement; provided, however, that Receiving Party shall, prior to disclosing Confidential Information to one or more Representatives in each instance, inform such Representatives of the confidential nature of the Confidential Information and instruct them to maintain the confidentiality of such Confidential Information in a manner consistent with the terms and conditions of this Agreement.\n4. Required Disclosure. Except as provided elsewhere in this Section 4, if a Party determines in good faith that it is required under applicable law or legal process to disclose any Confidential Information of a type referred to in clauses (i), (ii), (iii) or (iv) of Section 1(a) (such Confidential Information \u201cTechnical Information\u201d), such Party shall give the other Party prompt notice of such fact so that the other Party may obtain a protective order or any other appropriate remedy concerning any such disclosure and/or waive compliance with the nondisclosure requirements of this Agreement. The disclosing Party will reasonably cooperate with the other Party in connection with the other Party\u2019s efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, or if the other Party waives such compliance, the disclosing Party may make such disclosure, to the extent that the disclosing Party determines in good faith that such disclosure is required under applicable law or legal process, and the disclosing Party will use its best efforts to have confidential treatment accorded to the disclosed Confidential Information. Notwithstanding the foregoing, the Receiving Party may publicly disclose (i) Confidential Information of the type set forth in clause (iv) of Section 1 (a) above and (ii) the fact that the Parties are or have been discussing a proposed Transaction and/or the terms of such proposed Transaction, in each case, only if and to the extent that the Receiving Party determines in good faith based on an opinion of legal counsel that it is required to do so under applicable law or subpoena or other legal process in connection with a Transaction, provided that the Receiving Party furnishes a copy of the proposed disclosure ORCC not less than five business days prior to such disclosure (unless the disclosing Party determines in good faith that it is not reasonably practicable to give such advance notice) and considers in good faith ORCC\u2019s comments on such proposed disclosure. For the avoidance of doubt, this Agreement is not intended to restrict Receiving Party from making any public or private proposal or offer to acquire ORCC or its securities for all cash consideration, or from making such public disclosure in connection therewith as Receiving Party may determine in good faith based on an opinion of legal counsel to be required in accordance with the preceding sentence. Notwithstanding the foregoing, ORCC may publicly disclose the fact that the Parties are or have been discussing a proposed Transaction and/or the terms of such proposed Transaction only if and to the extent that it determines in good faith that it is required to do so under applicable law or legal process in connection with a Transaction, provided that ORCC gives the Receiving Party notice thereof three business days prior to such disclosure unless ORCC determines in good faith that it is not reasonably practicable to give such advance notice.\n5. Term of Obligations: Return of Confidential Information. This Agreement shall control and govern all Confidential Information disclosed by ORCC to Receiving Party from and after the Effective Date (as defined above) for a period of one (1) year (the \u201cTerm\u201d) unless earlier terminated by the Parties in a separate agreement or instrument executed by both Parties. Promptly upon the expiration or termination of this Agreement, or with respect to Technical Information only, upon. ORCC\u2019s reasonable written request, Receiving Party shall return or destroy all written material (if any) containing or reflecting any Confidential Information. Receiving Party shall direct its Representatives to promptly undertake the same measures described in the preceding sentence. In the event Receiving Party elects to destroy Confidential Information, Receiving Party shall provide ORCC with written certification of such destruction executed by Receiving Party\u2019s officer who supervised such destruction. Notwithstanding the foregoing, Receiving Party may retain only such copies of Confidential Information, subject to the terms and conditions hereunder, as may be necessary or required in accordance with Receiving Party\u2019s internal records retention policies and procedures for applicable legal, compliance and regulatory purposes, provided that counsel to Receiving Party may retain copies of Confidential Information of a type set forth in clause (iv) of Section 1(a) hereof as it determines in good faith to be necessary to advise\nReceiving Party in connection with any disclosure permitted by Section 4 hereof provided that all such Confidential Information shall remain subject to the provisions of this Agreement for so long as such information is retained notwithstanding any time limitations set forth in this Agreement, Receiving Party\u2019s obligations to protect Confidential Information received during the Term shall survive and continue for 1 year from and after the Effective Date; provided, however, that (i) Receiving Party\u2019s obligations with respect to Confidential Information that constitutes a trade secret under applicable law shall survive and continue for the longer of 1 year or as long as the same remains a trade secret under applicable law and (ii) this Section 5 will not apply to any information that Receiving Party or its Representatives has previously disclosed as permitted by this Agreement.\n6. Ownership of Confidential Information. ORCC owns and shall retain all right, title and interest in and to all Confidential Information, regardless of disclosure hereunder. Absolutely no present or future patent, copyright, trademark, trade secret right or other intellectual property right, nor any right, license, title or interest of any kind, is given, granted, transferred or otherwise conveyed by or under this Agreement with respect to any Confidential Information. Receiving Party shall not reverse-engineer, decompile or disassemble any software disclosed under this Agreement and shall not remove, overprint or change any notice, including as to ownership or confidentiality from any originals or copies of Confidential Information.\n7. Equitable Relief. Each Party acknowledges and agrees that a breach of any of its obligations hereunder could cause serious and irreparable harm to the other Party that could not adequately be compensated by monetary damages. Accordingly each Party agrees that, in addition to any of remedies to which the other Party may be entitled at law or in equity, each Party shall be entitled to seek an injunction or injunctions to compel specific performance.\n8. Definitive Agreement. Nothing contained in this Agreement binds, commits or imposes any obligation upon either Party to pursue or consummate a Transaction, or to enter into any negotiation or agreement regarding a Transaction or any other business relationship. Unless and until the Parties execute and enter into a separate written, agreement that by its terms is expressly intended to be definitive and mutually binding, neither Party shall be under any obligation of any kind with respect to a Transaction, whether by virtue of this Agreement or any written or oral expression with respect to a Transaction by any person.\n9. Further Restrictions.\nEach Party hereby acknowledges that the stock of ORCC is publicly traded on the NASDAQ Exchange and that federal securities laws prohibit persons in possession of material non-public information and may, depending on the circumstances, prohibit purchasing or selling the stock of ORCC unless such information is publicly disclosed.\n10. Non-Solicitation. For one (1) year from the Effective Date, Receiving Party (including its subsidiaries and affiliates) shall not directly or indirectly solicit, hire or engage ORCC\u2019s employees with whom Receiving Party comes into contact, or of whom it becomes aware, in connection with this Agreement or a Transaction and whose annual base salary from ORCC exceeds $150,000, except with ORCC\u2019s prior written consent; provided, however, that the foregoing restriction shall not apply to the hiring of ORCC\u2019s employees who may respond to internet or other advertisements of general circulation and not specifically targeted at such employees or any action in which no Representative of Receiving Party is involved or aware of the existence of this Agreement or discussions of a possible Transaction.\n11. Notice. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if (a) emailed or sent by fax, (b) sent via nationally recognized overnight courier, or (c) served personally upon the Party for whom it is intended, and in each event shall be addressed to the President, Chief Executive Officer or General Counsel of the other Party at its notice address provided under its signature below. The date of receipt of any notice under this Agreement shall be as follows: (i) if served personally, on the date of delivery thereof; (ii) if sent by overnight courier, on the next business day after transmission; and (iii) if emailed or sent by fax, on the next business day after dispatch.\n12. No Waiver. No failure or delay by a Party in exercising any of its rights shall operate as a waiver thereof, and no single or partial exercise of any right will preclude any other or further exercise thereof.\n13. Severability. In the event that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.\n14. Restrictions on. Export. A Receiving Party will not export, directly or indirectly, any technical data acquired from the Disclosing Party or any product utilizing any such data to any country for which the U.S. government or any agency thereof at the time of export requires an export license or other governmental approval, without-first obtaining (in each instance) such license or approval and only after receiving express authorization from the Disclosing Party.\n15. Governing Law: Venue. The validity, construction and performance of this Agreement shall be governed by, and construed and enforced in accordance with, the applicable laws of the State of Delaware without regard to that state\u2019s principles regarding conflict of laws or choice of laws. Each Party hereby consents, further, to the appropriate state or federal district court in Wilmington, Delaware as the proper venue and jurisdiction for the determination of any rights and the resolution of any disputes arising under or as a result of this Agreement. Nothing in this Agreement prohibits a Party from seeking specific performance, injunctive, other equitable relief, and/or damages as a remedy for a breach or threatened breach of this Agreement. The prevailing Party in any arbitration, litigation or other legal proceeding arising out of, or relating to, this Agreement shall be entitled to recover from the other Party (in addition to other relief awarded or granted) its reasonable costs and expenses, including related attorneys fees in the amount determined by the appropriate arbitrator, trial court or appellate court.\n16. Entire Agreement: General Terms. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous negotiations, discussion, memoranda and agreements pertaining thereto. Nothing in this Agreement is intended to create or shall be construed as creating an employer-employee relationship or any partnership, agency, joint venture or similar relationship with any person. This Agreement shall not be amended, modified or canceled except in a written instrument executed by both Parties. Both Parties actively participated in the preparation and negotiation of this Agreement, and accordingly, this Agreement shall be interpreted and governed without regard as to which Party principally drafted this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original instrument.\nIN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the Effective Date defined above:\nOnline Resources Corporation ACI Worldwide, Inc.\nBy: /s/ Joseph L. Cowan By: /s/ Dennis P. Byrnes\nJoseph L. Cowan Name:Dennis P. Byrnes\n President and CEO Title: Executive Vice President\nNotice Address: Notice Address:\n4795 Meadow Wood Lane 6060 Coventry Drive\nChantilly, VA 20151 Elkhorn, NE 68022\nEmail: jcowan@ORCC.com Email: dennis.byrnes@aciworldwide.com\nFax: 703.653.2605 Fax: 402.778.2567\nJOINDER AGREEMENT\nBy executing this Joinder Agreement, PricewaterhouseCoopers (the \u201cJoining Party\u201d), hereby irrevocably agrees, effective as of the date hereof, to become a party to the Non-Disclosure and Confidentiality Agreement (the \u201cConfidentiality Agreement\u201d), dated November 15, 2012, between Online Resources Corporation and ACI Worldwide, Inc. (\u201cACIW\u201d). as if it were the \u201cReceiving Party\u201d (as therein defined). Without limiting the foregoing, the Joining Party hereby acknowledges and agrees that (1) it has been furnished a copy of the Confidentiality Agreement and (2) the Joining Party will observe all obligations of a \u201cReceiving Party\u201d there under. 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Confidential Information; Representatives. (a) The Receiving Party is considering a possible business combination transaction (whether negotiated directly with the Company\u2019s Board of Directors or otherwise) with respect to the Company (the \u201cTransaction\u201d), and, in order to assist the Receiving Party in evaluating the possible Transaction, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, principals, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, and financial advisors (collectively, \u201cRepresentatives\u201d) of the Receiving Party, the Receiving Party agrees to treat the Confidential Information strictly in accordance with the provisions of this Agreement and to otherwise comply, and to cause its Representatives to comply, with all obligations hereinafter set forth.\n(b) The term \u201cConfidential Information\u201d shall include, without limitation, any and all information concerning the Company and its business, operations, strategic initiatives, financing, employees, strategies or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company, whether furnished before or after the date of this Agreement, including, without limitation, any written or oral analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized, verbal form or otherwise), that contain or otherwise reflect Confidential Information concerning the Company or its business, operations, strategic\ninitiatives, financing, employees, strategies or prospects prepared by or on behalf of the Receiving Party, any of the Receiving Party\u2019s Representatives, the Company or any Company Representatives (as defined below) or that otherwise reflect any conversations with Company Representatives involving or relating to the Confidential Information.\n2. Excluded Information. The Confidential Information shall not include information that the Receiving Party can demonstrate (a) is or becomes available to the public other than as a result of acts by the Receiving Party or its Representatives in breach of the terms of this Agreement, (b) was in the Receiving Party\u2019s possession prior to disclosure by the Company, provided that such information, to the Receiving Party\u2019s knowledge, was not subject to another confidentiality agreement with the Company or another party, (c) has been independently developed by the Receiving Party without reference to, or the use of, any Confidential Information or (d) is disclosed to the Receiving Party by a third party, to the Receiving Party\u2019s knowledge, not bound by any duty or obligation of confidentiality on a non-confidential basis.\n3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall cause its Representatives to, use the Confidential Information solely for the purpose of evaluating a possible Transaction. The Receiving Party shall, and shall cause its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make disclosure of information contained in the Confidential Information if required by applicable law, regulation or legal or regulatory process; provided, that the Receiving Party shall have first complied with the terms of Section 9 hereof, (ii) the Receiving Party may make disclosure of information contained in the Confidential Information to the extent that the Company gives its prior written consent, and (iii) any information contained in the Confidential Information may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information in confidence to the same extent as described herein; provided, further, that the Receiving Party shall not make any disclosure of any Confidential Information to any potential sources of equity financing without the Company\u2019s prior written consent. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or by any of its Representatives.\n(b) The Receiving Party agrees that, for a period of eighteen months from the date of this Agreement, the Receiving Party shall not (and shall cause its affiliates, subject to Section 22 hereof, not to), directly or indirectly, (i) use the Confidential Information to divert or attempt to divert any business or customer of the Company or (ii) employ or solicit, or initiate contact for employment with, any (A) director, officer or other senior or key employee of the Company or (B) any other employee of the Company whom the Receiving Party meets during its evaluation of the possible Transaction or about whom the Receiving Party receives Confidential Information; provided, however, a general advertisement or other recruiting efforts not specifically targeting any such employees of the Company shall not be considered a solicitation or unauthorized hiring.\n(c) If the Receiving Party discovers any unauthorized disclosure or use of any Confidential Information by it or its Representatives, the Receiving Party hereby covenants to promptly notify the Company in writing of any such unauthorized disclosure or use.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the Company or except as may be required by applicable law or regulation, the Receiving Party and its Representatives shall not disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content, timing and status of such discussions or negotiations (the \u201cDiscussion Information\u201d).\n5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives. Neither the Company nor any of its directors, officers, employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the \u201cCompany Representatives\u201d) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party\u2019s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party\u2019s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect.\n6. Standstill Agreement. In consideration of the Confidential Information being furnished to the Receiving Party pursuant to this Agreement, the Receiving Party agrees that, for a period of one year from the date of this Agreement (or, such shorter period agreed to by the Company with a third party who is provided access to the Confidential Information for the purpose of evaluating a possible Transaction, the \u201cStandstill Period\u201d), unless expressly requested by the Company or its Board of Directors (or any committee thereof) in writing, the Receiving Party shall not (and shall cause its affiliates not to and shall cause its and their respective Representatives acting at its and their respective behalf not to): (a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of the Company, direct or indirect rights to acquire any securities of the Company (including any derivative securities with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of the Company or any assets of the Company, (b) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company, (c) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, other than any group comprised solely of the Receiving Party and its affiliates, (d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company, (e) make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Agreement, other than the required amendment to the Receiving Party\u2019s Schedule 13D filing as a result of the execution and delivery of this Agreement, (f) disclose any intention, plan or arrangement inconsistent with the foregoing or (g) have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other persons in connection with any of the foregoing. The Receiving Party also agrees during such period not to request the Company or any of the Company Representatives, directly or indirectly, to amend or waive any provision of this Section 6 (including this sentence). Notwithstanding any provision in this Agreement to the contrary, (i) the Standstill Period shall terminate immediately if, after the date of this Agreement, (A) the Company enters into a definitive agreement with a third party to effectuate a sale of 50% or more of the consolidated assets of the Company or 50% or more of the Company\u2019s outstanding equity securities, (B) the Company publicly announces the conclusion of its previously announced strategic review process without a definitive agreement to sell the Company, (C) the Company makes an assignment for the benefit of creditors or commences any proceeding under any bankruptcy reorganization, insolvency, dissolution or liquidation law of any jurisdiction or (D) any bankruptcy petition is filed or any such proceeding is commenced against the Company and either (1) the Company indicates its approval thereof, consent thereto or acquiescence therein, or (2) such petition application or proceeding is not dismissed within 30 days and (ii) the Standstill Period solely with respect to clause (b) of this Section 6 shall terminate ten days prior to the expiration of the applicable time period for stockholders to nominate directors for election at the Company\u2019s 2012 annual stockholders meeting to be scheduled in accordance with Section 8 hereof (and, for the avoidance of doubt, the restrictions in clauses (c), (d), (e), (f) and (g) of this Section 6 shall not apply to the activities that were previously expressly prohibited by clause (b) of this Section 6 in the event the restrictions in clause (b) are terminated pursuant to this clause (ii)).\n7. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents or materials prepared by the Receiving Party or its Representatives that contain or reflect any Confidential Information shall be destroyed. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 7, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, (a) the Receiving Party\u2019s legal department and/or outside counsel may keep one copy of the Confidential Information (in electronic or paper form) and, with respect to the Receiving Party\u2019s Representatives who are accounting firms, such firms may keep one copy of the Confidential Information, in each case, if required to comply with applicable law or regulation and (b) the Receiving Party and its Representatives may retain Confidential Information to the extent it is \u201cbacked-up\u201d on its or their (as the case may be) electronic information management and communications systems or servers, is not available to an end user and cannot be expunged without considerable effort; provided, that any such information so retained pursuant to clauses (a) and (b) of this Section 7 shall be held in compliance with the terms of this Agreement for a period of eighteen months from the date hereof.\n8. 2012 Annual Stockholders Meeting. The Company agrees (a) that the meeting date for its 2012 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 28, 2012) will be held no earlier than thirty-one days after the first anniversary of the Company\u2019s 2011 annual stockholders meeting (with respect to the Company\u2019s fiscal year ended January 29, 2011) and (b) to provide the Receiving Party a copy of the press release announcing the date of its 2012 annual meeting on the date such press release is publicly issued.\n9. Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by its legal counsel is legally required to be disclosed and (d) if requested by the Company, cooperate with the Company in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed.\n10. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a Transaction has been executed and delivered, neither the Receiving Party nor the Company will be under\nany legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n11. Remedies. Each of the parties hereto acknowledges that in the event of any breach of the terms of this Agreement, the other party could not be made whole by monetary damages only. Accordingly, each of the parties hereto, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this Agreement.\n12. Communications. Without the Company\u2019s prior written consent, which may be withheld by the Company in its sole discretion, the Receiving Party shall not (and shall cause its Representatives not to) initiate, other than through the Company\u2019s financial and legal advisors or such other persons, as designated by the Company in writing, any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible Transaction or other transaction between the parties or (c) communication relating to the business of the Company or the possible Transaction, in each case, with any officer, director or employee of the Company.\n13. Securities Laws. The Receiving Party acknowledges that it is aware and that the Receiving Party and its Representatives have been advised that the United States securities laws prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n14. Entire Agreement; Amendments. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.\n15. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n16. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. Each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agrees that service of any process, summons, notice or document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against such party; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of New York has been brought in an inconvenient forum.\n17. Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a party has breached this Agreement, then such party shall be liable and pay to the non-breaching party the legal fees and expenses such non-breaching party has incurred in connection with such litigation, including any appeal therefrom.\n18. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n19. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.\n20. Severability. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution.\n21. Notices. All notices and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by email or electronic facsimile transfer (with such facsimile confirmed in writing by mail simultaneously dispatched) to the Company at the address specified below:\nThe Talbots, Inc.\nAttention: Chief Operating Officer\nOne Talbots Drive\nHingham, MA 02043\nTelephone: 781-741-7600\nFacsimile: 781-741-4927\nwith copies to:\nThe Talbots, Inc.\nAttention: General Counsel\n211 South Ridge St.\nRye Brook, NY 10573\nTelephone: 914-934-8877\nFacsimile: 914-934-9136\nand\nDewey & LeBoeuf LLP\nAttention: Morton A. Pierce, Esq.\nChang-Do Gong, Esq.\n1301 Avenue of the Americas\nNew York, NY 10019\nTelephone: 212-259-8000\nFacsimile: 212-259-6333\n22. Non-Private Equity Affiliates. Notwithstanding anything to the contrary provided elsewhere herein, none of the provisions of this Agreement shall in any way limit the ordinary course business services and activities of the Receiving Party and its affiliates; provided, that (a) such services and activities are distinct from the private equity business and (b) the Confidential Information is not made available to Representatives of the Receiving Party and its affiliates who are not involved in the private equity business or who are engaged in investments that are not private equity investments and such ordinary course business services and activities are otherwise conducted without any reference to, or use of, the Confidential Information. The Receiving Party further represents to the Company that the Receiving Party has implemented appropriate internal restrictions on the sharing of confidential information (including, without limitation, the implementation of ethical walls around certain affiliates, to comply with federal securities laws of the United States).\n23. Termination. Except as otherwise specified herein, the obligations of the parties set forth in this Agreement shall terminate and be of no further force and effect eighteen months from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first written above.\nTHE TALBOTS, INC.\nBy /s/ Richard T. O\u2019Connell, Jr.\nName: Richard T. 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Pyramid and the Company are sometimes referred to in this Agreement individually as a \u201cParty\u201d and collectively as the \u201cParties\u201d.\n WHEREAS, Pyramid is a reporting company with the Securities and Exchange Commission and files reports and proxy materials under the Securities Exchange Act of 1934, which are publicly available.\n WHEREAS, the Parties wish to exchange certain nonpublic confidential business information for purposes of engaging in preliminary discussions regarding and evaluating a possible strategic merger, acquisition or business combination between the Parties (the \u201cBusiness Purpose\u201d).\n NOW THEREFORE, the Parties agree as follows:\n 1. Definition of Confidential Information. The term \u201cConfidential Information\u201d means any and all information that is or has been received by either Party (the \u201cRecipient\u201d) from the other Party (the \u201cDisclosing Party\u201d), or which the Recipient has had access to, during the four (4)-month period commencing on the Effective Date (the \u201cTerm\u201d), and that is either (a) marked as \u201cconfidential,\u201d \u201cproprietary,\u201d or such similar term, or (b) non-public information related to the Disclosing Party\u2019s business, which the Receiving Party should reasonably know is confidential based on the nature of such information. Without limiting the generality of the foregoing, Confidential Information shall include the following, whether in tangible or electronic form: business plans, customer database information, employee and independent contractor lists, internal reports and investigations, research and work in progress, source and object code, technical manuals, financial statements and projections, cost summaries and pricing formulae, algorithms, confidential filings with any international, federal or state agency, and all other information concerning methods of doing business, ideas and inventions (whether or not patentable), and data that derives independent economic value, actual or potential, from not being generally known to persons who can obtain economic value from its disclosure or use that is the subject of reasonable efforts by the Company to maintain its secrecy.\n 2. Excluded Information. Confidential Information shall not include any information that: (a) prior to its disclosure by the Disclosing Party is already lawfully and rightfully known by or available to the Recipient as evidenced by prior written records;\n(b) through no wrongful act, fault or negligence on the part of the Recipient is or hereafter becomes part of the public domain; (c) is lawfully received by the Recipient from a third party without restriction and without breach of this agreement or any other agreement; (d) is approved for public release or use by written authorization of the Disclosing Party; (e) the Recipient can demonstrate was independently developed by it without reference to the Disclosing Party\u2019s Confidential Information; or (f) is disclosed pursuant to the requirement or request of a governmental agency or court of competent jurisdiction to the extent such disclosure is required by a valid law, regulation or court order and sufficient notice is given by the Recipient to the Disclosing Party of any such requirement or request in order to permit the Disclosing Party to seek an appropriate protective order or exemption from such requirement or request.\n 3. Non-Disclosure and Confidentiality. The Recipient shall not (a) use the Confidential Information except for the Business Purpose, or (b) disclose or make the Confidential Information available to any person or entity (other than Related Parties, as defined below) without the prior written consent of the Disclosing Party. Each Party shall take reasonable security precautions to protect the Confidential Information, at least as strict as the precautions it takes to protect its own confidential and proprietary information of a similar nature. Without the prior written consent of the Disclosing Party, the Recipient of Confidential Information shall restrict the disclosure and availability of Confidential Information to Recipient\u2019s financial, tax, or legal advisors, or to its directors, officers, or employees with a demonstrable need to know such Confidential Information (each, a \u201cRelated Party\u201d, and, collectively, the \u201cRelated Parties\u201d), provided that any such Related Party either agrees to be bound by this Agreement or is already bound by confidentiality obligations no less restrictive than those in this Agreement. Each Party shall be responsible for the breach of this Agreement by any Related Party. Neither Party shall use any Confidential Information received by it to develop a product or service which competes with or imitates products of the Disclosing Party or engage in reverse engineering to develop similar products or services using the Confidential Information (it being acknowledged and understood that both Parties are engaged in the business of beer brewing and that competing beer products are regularly independently developed within the beer industry using the same or similar raw materials, processes and packaging). The Recipient shall prevent commingling of the Confidential Information with similar information or material of other third parties. The obligations of confidentiality and protection under this Agreement shall survive for three (3) years following the expiration of the Term.\n 4. Non-Solicitation. Other than through general employment listings and advertising or through the efforts of employment search firms, each Party shall not, during the Term of this Agreement and for one (1) year thereafter, directly or indirectly, solicit or hire any employee or independent contractor of the other Party, or induce any such person to abandon their relationship with the other Party.\n 5. No Warranty. THE CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS,\u201d AND THE DISCLOSING PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACCURACY, SUFFICIENCY, SUITABILITY OR NON-INFRINGEMENT OF SUCH CONFIDENTIAL INFORMATION.\n 6. No License or Obligations; Return of Confidential Information. This Agreement does not represent nor imply any agreement or commitment to enter into any further business relationship. This Agreement does not create any agency or partnership relationship between the Parties or authorize a Party to use the other Party\u2019s name or trademarks. As between the Parties, all Confidential Information received by a Recipient shall remain the sole and exclusive property of the Disclosing Party. Upon written request by the Disclosing Party, the Recipient shall return to the Disclosing Party, or shall destroy in a manner satisfactory to the Disclosing Party, all tangible or electronic forms of Confidential Information, including any and all copies of the Confidential Information or notes containing the Confidential Information, and shall provide a written certification to the Disclosing Party that all tangible forms of the Confidential Information have been returned or destroyed.\n 7. Remedies for Breach. The Parties agree that money damages would be inadequate to remedy any breach of this Agreement. As a result, a non-breaching party shall be entitled to seek, and a court of competent jurisdiction may grant, specific performance and injunctive or other equitable relief as a remedy for any breach of this Agreement. Such remedy shall be in addition to all other remedies, including money damages, available to a non-breaching party at law or in equity.\n 8. Notices. Any notice given by one Party to the other under this Agreement shall be sent by registered mail, return receipt requested, or reputable overnight courier to the addresses listed below (or such address changed by the giving of like notice to the other Party), and shall be deemed received upon actual receipt by the recipient Party.\n 9. Governing Law; Attorneys\u2019 Fees. This Agreement, including all matters of construction, validity and performance, shall be governed by, construed and enforced in accordance with the laws of the State of Washington, as applied to contracts made and to be fully performed in such state, without regard to its conflict of law rules. The Parties consent to the jurisdiction of the state and federal courts located in New York, New York. A prevailing Party shall be entitled to an award of its reasonable attorneys\u2019 fees and costs arising out of this Agreement.\n 10. Miscellaneous. This Agreement sets forth the entire agreement between the Parties hereto with respect to its subject matter, and any and all prior agreements, understandings or representations with respect to its subject matter are merged herein. This Agreement may be amended and any provision may be waived only by the written agreement of the Parties. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties, provided that Confidential Information of the Disclosing Party may not be assigned by the Recipient without the prior written consent of the Disclosing Party. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected, impaired or invalidated thereby. This Agreement may be executed in two or more counterparts or by other electronic means, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.\n IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.\nPYRAMID BREWERIES INC., MAGIC HAT BREWING COMPANY & PERFORMING\nARTS CENTER, INC.,\na Washington corporation a Vermont corporation\nBy (signature): By (signature):\nPrinted Name: Printed Name:\nTitle: Title:\nAddress: 91 South Royal Brougham Way Address: 5 Bartlett Road\n Seattle, WA 98134 South Burlington, VT 05403\nFax: Fax: (802) 658-5788\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 33 - ], - [ - 33, - 307 - ], - [ - 307, - 435 - ], - [ - 436, - 437 - ], - [ - 437, - 631 - ], - [ - 632, - 633 - ], - [ - 633, - 910 - ], - [ - 911, - 912 - ], - [ - 912, - 956 - ], - [ - 957, - 958 - ], - [ - 958, - 1001 - ], - [ - 1001, - 1235 - ], - [ - 1235, - 1318 - ], - [ - 1318, - 1388 - ], - [ - 1388, - 1565 - ], - [ - 1565, - 2432 - ], - [ - 2433, - 2434 - ], - [ - 2434, - 2459 - ], - [ - 2459, - 2524 - ], - [ - 2524, - 2688 - ], - [ - 2689, - 2818 - ], - [ - 2818, - 2960 - ], - [ - 2960, - 3052 - ], - [ - 3052, - 3193 - ], - [ - 3193, - 3626 - ], - [ - 3627, - 3628 - ], - [ - 3628, - 3667 - ], - [ - 3667, - 3691 - ], - [ - 3691, - 3764 - ], - [ - 3764, - 3954 - ], - [ - 3954, - 4177 - ], - [ - 4177, - 4761 - ], - [ - 4761, - 4848 - ], - [ - 4848, - 5384 - ], - [ - 5384, - 5517 - ], - [ - 5517, - 5659 - ], - [ - 5660, - 5661 - ], - [ - 5661, - 5682 - ], - [ - 5682, - 6061 - ], - [ - 6062, - 6063 - ], - [ - 6063, - 6079 - ], - [ - 6079, - 6308 - ], - [ - 6309, - 6310 - ], - [ - 6310, - 6376 - ], - [ - 6376, - 6497 - ], - [ - 6497, - 6653 - ], - [ - 6653, - 6800 - ], - [ - 6800, - 7292 - ], - [ - 7293, - 7294 - ], - [ - 7294, - 7318 - ], - [ - 7318, - 7415 - ], - [ - 7415, - 7634 - ], - [ - 7634, - 7770 - ], - [ - 7771, - 7772 - ], - [ - 7772, - 7784 - ], - [ - 7784, - 8116 - ], - [ - 8117, - 8118 - ], - [ - 8118, - 8153 - ], - [ - 8153, - 8450 - ], - [ - 8450, - 8553 - ], - [ - 8553, - 8676 - ], - [ - 8677, - 8678 - ], - [ - 8678, - 8697 - ], - [ - 8697, - 8929 - ], - [ - 8929, - 9037 - ], - [ - 9037, - 9343 - ], - [ - 9343, - 9602 - ], - [ - 9602, - 9805 - ], - [ - 9806, - 9807 - ], - [ - 9807, - 9903 - ], - [ - 9904, - 9966 - ], - [ - 9967, - 9985 - ], - [ - 9986, - 10032 - ], - [ - 10033, - 10064 - ], - [ - 10065, - 10092 - ], - [ - 10093, - 10106 - ], - [ - 10107, - 10168 - ], - [ - 10169, - 10170 - ], - [ - 10170, - 10214 - ], - [ - 10215, - 10225 - ], - [ - 10225, - 10239 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 47 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 12, - 13, - 14, - 15 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 36 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 24, - 34 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 48 - ] - }, - "nda-3": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 39 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 25 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 22 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 28, - 29 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001001917/000095012308007542/y61533exv99wdw3.htm" - }, - { - "id": 545, - "file_name": "1013240_0001047469-04-010350_a2132633zex-10_22.htm", - "text": "Exhibit 10.22\nNON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT\nThis Non-Disclosure, Non-Competition, and Non-Solicitation Agreement (\u201cAgreement\u201d) is entered into effective as of April 1, 2004 (the \u201cEffective Date\u201d), by and between Level 3 Communications, LLC, a Delaware limited liability company (\u201cLevel 3\u201d or the \u201cBuyer\u201d), on the one hand, and ICG Communications, Inc. (the \u201cParent\u201d), a Delaware corporation, and ICG Telecom Group, Inc. (the \u201cCompany\u201d), a Delaware corporation, and for and on behalf of any of their direct or indirect parents, subsidiaries, successors, or Affiliates (collectively referred to as \u201cICG\u201d or the \u201cSellers\u201d), on the other hand.\nRECITALS\nA. The Sellers are engaged in conducting a dial-up ISP business whereby the Sellers provide Internet access and other Internet-related services to Internet service providers and their customers.\nB. The Buyer and Sellers are parties to an Asset Purchase Agreement (the \u201cPurchase Agreement\u201d) dated as of April 1, 2004, pursuant to which Level 3 is purchasing from Sellers certain of Sellers\u2019 assets (the \u201cAcquired Assets\u201d) used or held for use by Sellers in conducting the Sellers\u2019 dial-up ISP business whereby the Company provides dial-up Internet access to Internet service providers and their customers, excluding the Company\u2019s direct Internet access and primary rate interface businesses (the \u201cBusiness\u201d), as more fully described therein. Contemporaneous with this Agreement, Buyer and Sellers are closing and consummating the principal transactions contemplated by the Purchase Agreement.\nC. Sellers acknowledge that the Buyer would not enter into or close the Purchase Agreement without Sellers\u2019 agreement to the terms and conditions of this Agreement, and the execution of this Agreement by Sellers is a condition precedent to the Buyer\u2019s obligation to close under the Purchase Agreement.\nAGREEMENT\nNOW, THEREFORE, in consideration of the Buyer\u2019s execution and delivery of the Purchase Agreement, the closing thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\nARTICLE 1 NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION\n1.1 Non-Disclosure. Sellers shall not disclose or appropriate for their own use, or for the use of any third party, at any time, any trade secrets or confidential or proprietary information included in or related to the Acquired Assets or the Business as previously operated by Sellers, whether or not developed by Sellers including, without limitation, information pertaining to the customers, vendors, prices, profits, contract terms or operating procedures of Sellers relating to the Business or the Acquired Assets; provided, however, that Sellers may use any such trade secrets and confidential or proprietary information (a) if and to the extent used in their businesses other than the Business and (b) in connection with providing services pursuant to the Transition Services Agreement.\n1.2 Non-Competition. For a period of three (3) years from and after the Effective Date (the \u201cRestrictive Period\u201d), Sellers shall not engage, directly or indirectly, through any other entity or with any person (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise), in any business activity which is in competition with the Business conducted by Buyer during the Restrictive Period. The foregoing restrictions shall, however, apply only for a one-year period from and after the Effective Date with respect to any successor of any Seller who is not engaged in the same type of business as the Business as of the Effective Date and shall not apply at all with respect to any successor, other than Sellers and any of their Affiliates as of the Effective Date, that is engaged in the same type of business as the Business. Because Sellers\u2019 Business is nationwide, Sellers agree that they will not so compete anywhere in the United States (the \u201cTerritory\u201d). Notwithstanding the foregoing, Sellers may, during the 60-day period following the Effective Date, provide services in the Business to those customers delineated on Schedule 1.02(c) of the Purchase Agreement, subject to and in accordance with Section 5.08 of the Purchase Agreement; provided such services shall be provided solely pursuant to the customer contracts listed on such Schedule 1.02(c) and the amount of such service shall not be materially greater than that provided to such customers by Sellers during the 60-day period prior to the Effective Date.\n1.3 Non-Solicitation. During the Restrictive Period, without the prior written consent of the Buyer (which Buyer may withhold in the exercise of its sole, absolute, and arbitrary discretion), Sellers (including, without limitation, any successors) shall not induce or solicit, directly or indirectly, through any other entity or with any other person, (whether as an owner, shareholder, partner, member, director, officer, employee, agent, investor, or otherwise) any employee of the Buyer or its Affiliates who is involved in the managed modem business conducted by Buyer or any of its Affiliates, including, without limitation, the Business, to terminate the employee\u2019s employment with the Buyer or any such Affiliate.\n1.4 Remedies. Any breach of any of the covenants set forth in this Article 1 would result in irreparable damage to the Buyer. Consequently, and without limiting other remedies which may exist for a breach of this Agreement, the Buyer will have the right to enforce such covenants by obtaining a temporary restraining order, preliminary injunction, and permanent injunction restraining any violation hereof, pending or following a trial on the merits, without posting any bond and in addition to all other remedies available to the Buyer at law or in equity.\n1.5 Reasonableness of Covenants. Sellers acknowledge and agree that the covenants contained in this Agreement are reasonable in all respects, including without limitation their duration and geographic scope. Sellers expressly waive any defenses as to the reasonableness of such covenants in any action between the parties to enforce this Agreement.\n1.6 Certain Definitions. As used in this Agreement:\n(a) \u201cAffiliate\u201d means, with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; provided that a Person will not be deemed to Control another Person if the only indicia of such Control is voting control of more than 10% but less than 20% of outstanding, publicly traded equity securities of such other Person.\n(b) \u201cControl\u201d (including the terms \u201cControlled by\u201d and \u201cunder common Control with\u201d) means, as used with respect to any Person, possession, directly or indirectly or as a trustee or executor, of power to direct or cause the direction of management or policies of such Person (whether through ownership of voting securities, as trustee or executor, by agreement or otherwise).\n(c) \u201cPerson\u201d means an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or other entity.\n(d) Other terms used but not defined herein have the respective meanings given to such terms in the Purchase Agreement.\nARTICLE 2 MISCELLANEOUS\n2.1 Validity. Sellers acknowledge that the Non-Disclosure, Non-Competition and Non-Solicitation covenants set forth in Article 1 are necessary to protect the Buyer from competing efforts and to insure that the Buyer receives the benefits for which it has paid by closing under the Purchase Agreement. If either the Non-Disclosure, Non-Competition or Non-Solicitation provisions contained in this Agreement are held by a court of competent jurisdiction to be unenforceable under applicable law with respect to duration or scope of the agreements, then the Non-Disclosure Agreement, Non-Competition Agreement or Non-Solicitation Agreement, as applicable, will be deemed unenforceable in such part or parts of the Territory for such lesser period of time and for such limited scope as is permissible under applicable law.\n2.2 Waiver. The Buyer\u2019s failure to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent the Buyer thereafter from enforcing each and every provision of this Agreement.\n2.3 Applicable Law, Jurisdiction, and Venue. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Colorado applicable to agreements made and to be performed wholly within such jurisdiction. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Colorado and of the United States of America, in each case located in the County of Denver, for any litigation arising out of or relating to this Agreement, and further agree that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any litigation brought against it in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any litigation arising out of this Agreement in the courts of the State of Colorado or the United States of America, in each case, located in the County of Denver, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.\n2.4 Attorney Fees. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to its reasonable attorneys\u2019 fees, costs, expert witness fees and all other disbursements in addition to any other relief to which it or he may be entitled.\n2.5 Modification. This Agreement may not be amended or modified by the parties except by a written agreement executed by both parties.\n2.6 Headings or Captions. Headings or captions contained in this Agreement have been inserted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.\n2.7 Construction. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa; (ii) references to one gender include all genders; (iii) \u201cincluding\u201d is not limiting; (iv) \u201cor\u201d has the inclusive meaning represented by the phrase \u201cand/or\u201d; (v) the words \u201chereof\u201d, \u201cherein\u201d, \u201chereby\u201d, \u201chereunder\u201d and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vi) section and clause references are to this Agreement unless otherwise specified; (vii) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; and (vii) general or specific references to any Law mean such Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, unless the effect thereof is to reduce, limit or otherwise prejudicially affect any obligation or any right, power or remedy hereunder, in which case such amendment, modification, codification or reenactment will not, to the maximum extent permitted by Law, form part of this Agreement and is to be disregarded for purposes of the construction and interpretation hereof.\n2.8 Counterparts. This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart.\n2.9 Entire Agreement. This Agreement and the Purchase Agreement and the documents referred to therein constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written.\n2.10 Failure or Delay. No failure on the part of any party to exercise, and no delay in exercising, any right, power or privilege hereunder operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. No notice to or demand on any party in any case entitles such party to any other or further notice or demand in similar or other circumstances.\n2.11 Notice. Any notice required or permitted to be given hereunder shall be sufficient if in writing and if hand delivered, sent by overnight courier, or sent by registered or certified mail, postage prepaid, addressed as follows:\nIf to the Buyer: Level 3 Communications, LLC\n1025 Eldorado Blvd.\nBroomfield, Colorado 80021\nAttention: General Counsel\nWith a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C.\n1600 U.S. Bank Tower\n950 Seventeenth Street\nDenver, Colorado 80202\nAttention: Steven E. Segal, Esq.\nIf to Sellers: ICG Communications, Inc.\n161 Inverness Drive West\nEnglewood, Colorado 80112\nAttention: General Counsel\n[Signatures on following page]\nIN WITNESS WHEREOF, Sellers and the Buyer have executed this Agreement effective as of the date first written above.\nICG COMMUNICATIONS, INC.\nBy:\nName:\nTitle:\nICG TELECOM GROUP, INC.\nBy:\nName:\nTitle:\nLEVEL 3 COMMUNICATIONS, LLC\nBy:\nName: Robert M. 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(\u201cBank\u201d), a wholly-owned subsidiary of First Financial, HopFed Bancorp, Inc. (\u201cHopFed\u201d), Heritage Bank USA, Inc., (\u201cHeritage\u201d), a wholly-owned subsidiary of HopFed, and Billy C. Duvall (\u201cEmployee\u201d). \u201cBanking Organization\u201d shall mean First Financial, the Bank, HopFed, and/or Heritage. \u201cFinancial Institution\u201d shall mean the Bank and/or Heritage. First Financial, the Bank, HopFed, Heritage and Employee may be collectively referenced as the \u201cparties\u201d or individually as a \u201cparty.\u201d\nWHEREAS, pursuant to that certain Agreement and Plan of Merger, dated January 7, 2019, by and between HopFed and First Financial (the \u201cMerger Agreement\u201d), HopFed shall be merged with and into First Financial (the \u201cMerger\u201d) effective as of the date and time provided in the Merger Agreement (the \u201cEffective Time\u201d); and\nWHEREAS, Heritage will be merged into the Bank at the Effective Time or shortly thereafter; and\nWHEREAS, Employee is currently an employee of Heritage and the Bank intends to offer employment to the Employee as an at-will employee to provide services for and on behalf of the Bank immediately upon the Effective Time;\nWHEREAS, as a result of employment with Heritage up to the Effective Time and with the Bank thereafter, Employee had, has and will have access to Confidential Information (as defined below) and may have acquired or will acquire knowledge regarding Confidential Information, including, but not limited to, information regarding Customers or Potential Customers (as defined below), and a Banking Organization could be harmed if such Confidential Information were to be used, divulged or become known to any competitor of a Banking Organization or to any other Person (as defined below) or to any entity outside of a Banking Organization;\nWHEREAS, Employee has developed or may develop contacts and business relationships with Customers or Potential Customers which could be used to the detriment of a Banking Organization and/or to solicit employees away from a Banking Organization; and\nWHEREAS, each Banking Organization desires reasonable protection of its respective confidential business and customer information which such Banking Organization has developed and will develop over the years at substantial expense.\nNOW, THEREFORE, the parties incorporate the above recitals, and in consideration of the mutual promises, covenants and agreements made herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n1. Consideration/At-Will Employment.\na. This Agreement neither constitutes an employment contract or agreement to Employee for a stated period of time, nor does it alter Employee\u2019s existing employment status.\nb. In consideration of Employee\u2019s promises, covenants and agreements set forth in this Agreement, (i) as of the date of this Agreement and up to the Effective Time Heritage shall maintain Employee\u2019s employment with the compensation and benefits commensurate therewith, and (ii) effective as of the Effective Time, the Bank shall offer or maintain Employee\u2019s employment as an at-will employee with the compensation and benefits commensurate therewith. For avoidance of doubt, following the Effective Time, Bank or Employee can terminate the employment at any time, with or without cause, and with or without prior notice. Employee understands and agrees, upon the Effective Time, that he/she will be an at-will employee of Bank and that this Agreement does not change or affect Employee\u2019s employee-at-will status.\n2. Duties. Employee shall devote his/her full working time and attention to the performance of those services for the Banking Organization which are assigned to him/her from time to time and to perform such services in a faithful, honest and diligent manner and in the best interest of such Banking Organization.\n3. Definitions of Key Terms.\na. \u201cBanking and Financial Services\u201d shall mean those banking and related financial services of a Banking Organization or subsidiary thereof, including but not limited to, checking and savings accounts, health savings accounts, money market accounts, loans, credit cards, cash management services, lines of credit, investment services (such as IRAs, college savings plans, estate planning, investment planning, business planning), and trust services, provided during any period in which Employee served or will serve in any capacity for a Financial Institution and all banking and related financial services substantially similar to such banking and related financial services.\nb. \u201cConfidential Information\u201d shall mean any and all materials, records, data, documents, lists, writings, and information (whether in writing, printed, electronically stored, computerized, on disk or otherwise, including, but not limited to, all copies, summaries, analyses, drafts, and extracts) relating or referring in any manner to trade secrets (as currently defined under applicable law, including, but not limited to, the Indiana Uniform Trade Secrets Act and any amendments or successor statutes) of a Banking Organization, as well as other non-public financial or proprietary information of a Banking Organization including, but not limited to, business reports, business plans, projections, income statements, profit and loss statements, business strategies and/or strategic plans, internal audits, sales information, sales techniques, business costs, product pricing, budgets, research and development, intellectual property, software and/or computer programs, marketing strategies or ideas, marketing plans or materials, business development plans or strategies, records or information relating to customers or account holders, customer lists, inventions, and processes, systems, methods, documentation or devices which are unique or proprietary to the business of or services or products of a Banking Organization. Confidential Information shall not include information that: (i) is or becomes readily or publicly available, not as a result of a violation of this Agreement or other obligation of confidence, directly or indirectly, of the disclosing party; (ii) is developed by other parties, including, but not limited to, subsequent employers of the Employee, independent of the knowledge or resources of the Employee based upon his or her prior access to a Banking Organization\u2019s Confidential Information; (iii) is independently developed after the Employee\u2019s termination of employment without reference to or use of the Confidential Information or materials based thereon; (iv) is based on the Employee\u2019s personal experience, knowledge, enterprise and expertise in the delivery of Banking and Financial Services and which is general knowledge concerning the industry, not specific to a Banking Organization; or (v) is disclosed pursuant to the requirements of a court, administrative agency or other governmental agency.\nc. \u201cCustomers\u201d or \u201cCustomer\u201d shall mean any Person to whom a Banking Organization rendered or provided Banking and Financial Services at any time during the one-year period prior to Employee\u2019s termination of employment with a Financial Institution: (i) with whom Employee had any material contact (either directly or indirectly); (ii) which Employee managed, had responsibility for or regularly serviced while employed by the Financial Institution, provided, however, this shall not be construed to include supervising those who have such a relationship to the Customer; or, (iii) about which Employee obtained Confidential Information.\nd. \u201cEmployees,\u201d \u201cAgents,\u201d and \u201cIndependent Contractors\u201d shall mean any and all persons employed or contracted by a Banking Organization or who were employed or contracted by a Banking Organization, as an employee, agent or independent contractor, within the six (6) month period prior to Employee\u2019s termination of employment with either Financial Institution.\ne. \u201cPerson\u201d shall mean any individual, partnership, corporation, organization, bank, credit union, firm, association, limited liability company, trust, joint venture, company or other entity, body, agency or department thereof.\nf. \u201cPotential Customer\u201d shall mean any Person that Employee directly solicited, targeted or specifically identified as a prospective or potential customer, or about which Employee obtained information on behalf of a Banking Organization for purposes of directly soliciting, targeting or specifically identifying as a prospective or potential customer, during the one (1) year period prior to Employee\u2019s termination of employment with either Financial Institution.\ng. \u201cSolicit\u201d, \u201cSolicited\u201d or \u201cSolicitation\u201d means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, inducing, encouraging, enticing, or requesting either expressly or implicitly, any Person, in any manner, to take or refrain from taking action, provided, however, this definition does not include communications initiated by Customers or Potential Customers of their own initiative, without prompting or encouragement by Employee or anyone acting on Employee\u2019s behalf.\n4. Non-Disclosure of Confidential Information. During the course of Employee\u2019s employment with a Financial Institution, Employee agrees that Employee has or will continue to become knowledgeable about, or come to be in possession of, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of a Banking Organization, or to any other Person outside of a Banking Organization, or if Employee were to consent to be employed by any competitor of a Banking Organization, or to engage in competition with a Banking Organization, such Banking Organization will be harmed. In addition, Employee has or may develop relationships with Customers or Potential Customers so that the Confidential Information could be used to Solicit the business of such Customer or Potential Customer away from a Banking Organization.\nEmployee shall not, directly or indirectly, use any Confidential Information for any purpose other than the benefit of a Banking Organization, and shall not directly or indirectly, disclose, communicate, deliver, exhibit or provide any Confidential Information to any Person, except other Employees or Agents of a Banking Organization who have a need to know such Confidential Information for a proper corporate or business purpose, as required in the normal course of Employee\u2019s service as an employee. Nothing in this Section 4, or any other provision of this Agreement, shall be construed to prohibit Employee from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding brought or conducted by any federal or state government agency or self-regulatory organization.\nEmployee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained electronically or in the mind or memory of Employee and, whether compiled by a Banking Organization and/or the Employee, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by each Banking Organization to maintain the secrecy of such information, that such information is the sole property of such Banking Organization and that any retention and/or use of such information during or after Employee\u2019s employment with either Financial Institution (except in the course of performing the Employee\u2019s duties of employment with a Financial Institution and except as otherwise set forth above) constitutes a misappropriation of a Banking Organization\u2019s Confidential Information.\nEmployee agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information (including all copies thereof) shall be and remain the sole and exclusive property of a Banking Organization, and upon Employee\u2019s termination of employment, all such Confidential Information, whether in paper or electronic form, shall be returned to a Financial Institution in good condition, without Employee retaining a copy thereof, including, but not limited to, retaining an electronic copy on any electronic device regardless of whether such device is owned by Employee. At a Financial Institution\u2019s request, Employee shall provide written verification, under the penalties for perjury, of his/her compliance with this covenant.\n5. Non-Solicitation of Customers and Potential Customers. Employee acknowledges and agrees that by virtue of Employee\u2019s position with a Banking Organization, Employee has or will have advantageous familiarity and personal contacts with Customers and Potential Customers and will have advantageous familiarity with the business operations and affairs of a Banking Organization. Employee further acknowledges and agrees that Employee has been or will be placed in a position that, were Employee to leave a Financial Institution to compete with the business of a Banking Organization, such entity from which the Employee departed would, upon violation of this Agreement, suffer irreparable harm and financial loss, as well as lost goodwill and Confidential Information. Therefore, in consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of one (1) year immediately following the termination of Employee\u2019s employment with a Financial Institution (\u201cRestriction Period\u201d), for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\na. Solicit, divert, or take away (or attempt to Solicit, divert or take away) any Banking and Financial Services to or from any Customer or Potential Customer; or\nb. advise, persuade or induce (or attempt to advise, persuade or induce) any Customer or Potential Customer to terminate, reduce, limit, or change the Customer\u2019s services or business relationship, or the Potential Customer\u2019s contemplated services or business relationship, with a Financial Institution; or\nc. directly provide Banking and Financial Services to, or directly accept Banking and Financial Services from, any Customer or Potential Customer.\nThis Agreement is not intended to prevent Employee from accepting employment with an organization that competes with the Banking Organizations by offering Banking and Financial Services to Customers or Potential Customers. The Parties acknowledge that Employee may be associated with such an Organization and that such association may place Employee in a senior or supervisory role to those in the organization that have contact with Customers or Potential Customers. Employee shall not be in violation of this Agreement merely by engaging in such a role, which may include:\na. supervising those who provide Banking and Financial Services to Customers or Potential Customers;\nb. engaging in credit review, underwriting, loan approval, or financial analysis of a Customer or Potential Customer\u2019s business as a part of a supervisory or management role, so long as such activity does not require the disclosure of Confidential Information, direct contact with the Customer or Potential Customer, or the disclosure of Employee\u2019s role to the Customer or Potential Customer;\nc. performing or supervising those that perform data processing, accounting, rate review, document review or similar \u201cback room\u201d services related to a Customer or Potential Customer so long as the services do not require the disclosure of Confidential Information or contact with the Customer or Potential Customer.\n6. Non-Solicitation of Employees and Others. In consideration of the covenants of all Financial Institutions contained herein, Employee agrees that during Employee\u2019s employment with a Financial Institution, and for a period of two (2) years immediately following the termination of Employee\u2019s employment with a Financial Institution, for whatever reason and regardless of how Employee\u2019s employment was terminated, Employee shall not, directly or indirectly (including, but not limited to, through other individuals, any partnership, corporation or business entity in which Employee has an ownership interest or serves as an officer, employee, independent contractor, representative, agent or consultant), either for Employee\u2019s own benefit or the benefit of any other Person:\nc. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Employee to terminate his or her employment with a Banking Organization, or offer or provide employment (whether such employment is with Employee or any other Person) either on a full-time or part-time, consulting or Independent Contractor basis; or\nd. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any Independent Contractors or Agents to terminate their contract or relationship with a Banking Organization or discontinue providing services to a Banking Organization and/or Customers; or\ne. Solicit, entice or persuade (or attempt to Solicit, entice or persuade) any suppliers, vendors or others who were supplying services or goods to a Banking Organization during the one year period prior to Employee\u2019s termination, to terminate, reduce, limit or change their business or relationship with a Banking Organization.\n7. Tolling of Covenants. Employee acknowledges that a Banking Organization is entitled to the full post-termination restrictions on the activities set forth in Sections 5 and 6, as applicable. Therefore, in the event any of the provisions of these Sections are breached by Employee, the commencement of the applicable post-termination restriction will not begin until Employee is in full compliance with Section 5 and/or 6.\n8. Severability/Blue Pencil. Each of the provisions of this Agreement, including, but not limited to, the restrictive covenants in Sections 5 and 6, are distinct and severable, notwithstanding that the covenants may be set forth in one section for convenience. If any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, for any reason, neither the validity of the remaining part of such provision nor the validity of any other provision of this Agreement shall in any way be affected. Should any particular restrictive covenant, provision or clause of this Agreement be held unreasonable or unenforceable for any reason, including without limitation, the time period, geographic area and/or scope of activity covered by such covenant, provision or clause, the parties acknowledge and agree that such covenant, provision or clause shall be given effect and enforce to whatever extent would be\nreasonable and enforceable under applicable law. The parties expressly authorize a court of competent jurisdiction to modify or revise such provision to limit the covenants to cover the maximum period of time, range of activities or other restrictions as would be enforceable under Indiana law.\n9. Available Relief. Employee agrees that a Banking Organization, or its successor or assigns, will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by Employee of any provision of Sections 4, 5 or 6, herein. Accordingly, in the event of a breach or of a threatened or attempted breach by Employee of Sections 4, 5, or 6, in addition to all other remedies to which a Banking Organization is entitled under law, in equity, or otherwise (including, but not limited to, monetary damages), a Banking Organization or its assigns and successors, shall be entitled to a temporary restraining order and/or preliminary or permanent injunction (without the necessity of showing any actual damage) or a decree of specific performance and no bond or other security shall be required in that connection.\n10. Enforcement/Attorneys\u2019 Fees. In any action that is brought to enforce or interpret this Agreement, the prevailing party or its assigns and successors, shall be entitled to recover their reasonable attorneys\u2019 and paralegal fees and expenses incurred in connection therewith. If a Banking Organization or its assigns and successors, institute any action or proceeding to enforce the provisions of this Agreement, Employee hereby waives all claims or defenses that a Banking Organization or its assigns and successors, have an adequate remedy at law, and Employee shall not urge in any such action or proceeding the claim or defense that such a remedy at law exists.\n11. Assignments; Successors and Assigns. The rights and obligations of Employee hereunder are not assignable or delegable by Employee, and any prohibited assignment or delegation will be null and void. The Banking Organization may, without the consent of the Employee, assign this Agreement to any successor or in connection with any merger, consolidation, share exchange, combination, sale of stock or assets or similar transaction. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of a Banking Organization.\n12. Governing Law. This Agreement shall be interpreted under, subject to and governed by the laws of the State of Indiana, without consideration of the choice of law principles thereof, and all questions concerning its validity, construction and administration shall be determined in accordance with Indiana law.\n13. Entire Agreement/Modification/Waiver. This Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and expressly supersedes any prior agreements between the parties relating to the subject matter hereof. This Agreement shall not be terminated, amended or modified without the prior written consent of the Bank\u2019s President and Chief Executive Officer and Employee. No failure or delay by a Banking Organization in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver by a Banking Organization under this Agreement operate or be construed as a continuing waiver or a waiver of any subsequent breach or noncompliance hereunder. No single or partial exercise of any right or remedy by a Banking Organization shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver by a Banking Organization under this Agreement shall be in writing and signed by the Bank\u2019s President and Chief Executive Officer. A waiver shall operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.\n14. \u201cNo-Defense\u201d Provision. The covenants set forth in this Agreement are essential terms and conditions to a Banking Organization employing or continuing to employ Employee, and shall be construed as independent of any other obligations or agreements between Employee and a Banking Organization. The existence of any claim or cause of action Employee may have against a Banking Organization, including, but not limited to, the alleged material breach by a Banking Organization of any agreement with Employee, shall not constitute a defense to the enforcement by a Banking Organization of the covenants and obligations in this Agreement and shall not relieve Employee of his or her obligations under this Agreement.\n15. Jurisdiction and Venue. The parties agree that all suits, actions, proceedings, litigation, disputes, or claims relating to or arising out of this Agreement shall be filed and tried in the Superior or Circuit Court, as appropriate, of Vigo County, Indiana, or the United States District Court for the Southern District of Indiana, Terre Haute Division. In this regard, the parties hereby: (a) agree that venue shall be such stated courts; (b) irrevocably consent to service of process and to the jurisdiction and venue of such courts; and (c) irrevocably waive any claim of inconvenient forum if any such suit, claim, proceeding, litigation, dispute, or claim has been filed, brought, or made in any of such courts.\n16. Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party.\n17. Review and Consultation. Employee acknowledges and agrees that he/she has read this Agreement in its entirety prior to executing it, understands the provisions and effects of this Agreement, and has consulted with or had the opportunity to consult with an attorney or other advisers as he/she deemed appropriate in connection with the execution of this Agreement.\n18. Section Headings. Section headings are inserted into this Agreement for convenience only and shall not affect any construction or interpretation of this Agreement.\n19. Reasonableness. Employee agrees and acknowledges that the covenants, restrictions and obligations set forth in this Agreement, including Sections 5 and 6, are reasonable and necessary to protect a Banking Organization. Employee agrees that the covenants, restrictions and obligations will not affect Employee\u2019s ability to make a living.\n20. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original but all of which shall constitute one and the same agreement. The parties agree that signatures transmitted by facsimile or other electronic means are acceptable the same as original signatures for the execution of the Agreement.\n21. Miscellaneous. Any change in Employee\u2019s duties, responsibilities, title, position, compensation, or status, with a Financial Institution will not affect the validity or enforceability of this Agreement.\n22. Representations. Employee represents and warrants that he/she is not a party to an agreement with his or her prior employer(s) (other than Heritage or HopFed) or any other Person that prohibits Solicitation of business or competing with that employer or other Person. Employee affirms and represents that performance of his/her job duties and responsibilities for a Financial Institution does not, and will not, breach any agreement or covenant not to Solicit business, compete in business, or keep in confidence proprietary or confidential information acquired in confidence or in trust prior to Employee\u2019s employment with a Financial Institution. Employee further represents that he/she has not retained any documents or information relating to Employee\u2019s prior employers (other than Heritage or HopFed) that may be considered confidential or proprietary information and that Employee has not disclosed or used, and will not disclose or use, any information relating to his or her prior employer(s) in connection with Employee\u2019s employment with a Financial Institution.\n23. Return of Property. Upon termination of Employee\u2019s employment, Employee shall immediately return to the Bank (if subsequent to the Effective Time) or Heritage (if prior to the Effective Time), all Banking Organizations documents and property, including, but not limited to, Confidential Information, computer discs, manuals, reports, files, memoranda, records, door and file keys, passwords and access codes, and any other physical or tangible things that Employee received, prepared, or helped prepare in connection with the Employee\u2019s employment, and Employee shall not retain any copies, duplicates, reproductions or excerpts thereof. At the Bank\u2019s or Heritage\u2019s request, Employee shall provide written verification under the penalties for perjury of his/her compliance with this covenant.\n24. Survival. Except as set forth below, the covenants in Sections 4, 5, 6 and 23 shall survive the termination of Employee\u2019s employment with a Financial Institution regardless of the reason for termination. If the Merger is not consummated and the Merger Agreement is terminated, Sections 4, 5, 6 and 23 shall survive with respect to First Financial and the Bank, but shall not survive with respect to HopFed or Heritage.\n[Signature Page to Follow]\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated below.\nFIRST FINANCIAL CORPORATION\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nFIRST FINANCIAL BANK, N.A.\nBy: /s/ Norman L. Lowery Date: January 7, 2019\nPrinted Name: Norman L. Lowery\nTitle: President & CEO\nHOPFED BANCORP, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nHERITAGE BANK USA, INC.\nBy: /s/ John E. Peck Date: January 7, 2019\nPrinted Name: John E. Peck\nTitle: President/CEO\nEMPLOYEE\nPrinted Name: Billy C. Duvall Date: January 7, 2019\nSignature: /s/ Billy C. 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"spans": [ - 45, - 47 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001041550/000110465919001346/a18-42231_6ex10d8.htm" - }, - { - "id": 550, - "file_name": "1045080_0001047469-02-004620_a2094681zex-99_d5.htm", - "text": "MUTUAL CONFIDENTIALITY AND\nNON-DISCLOSURE AGREEMENT\n This Mutual Confidentiality and Non-Disclosure Agreement (this \"Agreement\") is made this day of March, 2002, and effective as of February 26, 2002, between MDI Entertainment, Inc. (\"MDI\"), whose address is 201 Ann Street, 5th Floor, Hartford, Connecticut 06103 and Scientific Games Corporation (\"Scientific Games\") whose address is 750 Lexington Avenue, 25th Floor, New York, New York 10022.\nW I T N E S S E T H:\n WHEREAS, in connection with the analyses of a possible negotiated transaction between MDI and Scientific Games (collectively, the \"Companies\"), each of the Companies has requested or will request certain oral and written information concerning the other Company from the officers, directors, employees and/or agents of the respective Companies (collectively, the \"Evaluation Material\").\n NOW, THEREFORE, in consideration of the premises, each of which is made a contractual part hereof, MDI and Scientific Games agree in consideration of furnishing the other party with the Evaluation Material (it being understood that the parties are also agreeing to cause such of their respective affiliates, representatives and agents, including but not limited to, investment bankers, attorneys and accountants, which are provided with the Evaluation Material to comply with the provisions hereof):\n (1) The Evaluation Material will be used solely for the purpose of evaluating a possible transaction between the Companies and not in any way directly or indirectly detrimental to the Companies (competitively or otherwise), and unless and until the parties have completed a transaction pursuant to a formal contractually binding agreement (\"Definitive Agreement\"), such information will be kept confidential, except that each party may disclose the Evaluation Material or portions thereof to those of its directors, officers, employees, consultants, advisors and professional representatives (the persons to whom such disclosure is permissible being collectively called \"Representatives\") in each case who need to know such information for the purpose of evaluating a possible transaction between the Companies; provided, however, that prior to disclosing the Evaluation Material or any portion thereof to any of such Representatives, the disclosing party will secure the undertaking of its Representative to be bound by the terms of this Confidentiality Agreement to the same extent that the disclosing party is bound by this Agreement. Each party agrees to be responsible for any breach of this Agreement or such undertaking by it or its Representatives. In the event that either party or any of its Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Evaluation Material, such party shall provide the other party with prompt prior written notice of such requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the other party waives compliance with the provisions hereof, the disclosing party agrees to furnish only that portion of the Evaluation Material which it is advised by written opinion of its counsel is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material.\n (2) The term \"Evaluation Material\" does not include any information which (i) at the time of disclosure or thereafter is generally available to and known by the public (other than in the case of Evaluation Material for Scientific Games as a result of a disclosure directly or indirectly by MDI or its Representatives and in the case of Evaluation Material for MDI as a result of a disclosure directly or indirectly by Scientific Games or its Representatives), (ii) was or becomes available to Scientific Games or MDI on a nonconfidential basis from a source other than the other party or its advisors, provided that such source is not and was not bound by a confidentiality agreement with or for the benefit of the party with respect to whom the information pertains, or (iii) was in the possession of the disclosing party prior to the date of this Agreement and was obtained by such party without the breach, directly or indirectly, by such party or any other person of any obligation or duty owed to the party with respect to whom the information pertains.\n (3) If a transaction between the Companies is not consummated or if either party at any time so requests, each party will promptly return to the other party all copies of the Evaluation Material in its possession or in the possession of its Representatives, and each party will destroy all copies of any analyses, compilations, studies or other documents prepared by it or for its use containing or reflecting any Evaluation Material.\n (4) Without the prior written consent of the other party, each party will not, and will cause its Representatives not to, disclose to any person either the status of the investigations, discussions or negotiations taking place concerning a possible transaction between the parties, or that either party has requested or received Evaluation Material from the other party or any of the terms, conditions or other facts with respect to any such possible transaction except as disclosed in that certain letter of intent between the parties dated February 25, 2002. The term \"person\" as used in this Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or individual. The obligations of Scientific Games and MDI under this paragraph (4) shall be subject to their disclosure obligations under federal and state securities laws.\n (5) It is understood that each party will arrange for appropriate contacts for due diligence purposes. It is further understood that all (i) communications regarding the possible negotiated transaction contemplated hereby, (ii) requests for additional information, (ii) requests for facility tours or management meetings and (iv) discussions or questions regarding procedures, will be submitted or directed, in the case of Scientific Games, to Mr. Martin E. Schloss or Mr. C. Gray Bethea, Jr., and in the case of MDI, to Steve M. Saferin or Kenneth M. Przysiecki.\n (6) Each party understands and acknowledges that the other party is making no representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, and neither the disclosing party, nor any of its respective officers, directors, employees, stockholders, affiliates or agents will have any liability to the other party or any other person resulting from such other party's use of the Evaluation Material. Only those representations or warranties that are made to MDI or Scientific Games, as the case may be, in a Definitive Agreement when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such Definitive Agreement, will have any legal effect.\n (7) Each party also understands and agrees that no contract or agreement providing for any transaction shall be deemed to exist between the parties unless and until a Definitive Agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with or involving the other party or any of its businesses based on the purported existence of any such contract or agreement unless and until and only to the extent that the parties shall have entered into a Definitive Agreement with respect to which a breach is alleged. Each party also agrees that unless and until a Definitive Agreement between the parties with respect to a negotiated transaction has been executed and delivered, neither of the parties nor their stockholders has any legal obligation of any kind whatsoever with respect to any such transaction by virtue of this Agreement or any other written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of this paragraph, the term \"Definitive Agreement\" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid on the part of either party. Each party further understands that (i) each party shall be free to negotiate for or with respect to any transaction respecting itself or any or all of its business as such party in its sole discretion shall determine (including, without limitation, negotiating with any of prospective merger partners, sellers or buyers and entering into a Definitive Agreement respecting any thereof without prior notice to the other party or any other person) and (ii) each party shall not have any claims whatsoever against the other party, or any of such other party's respective directors, officers, stockholders, affiliates or agents arising out of or relating to any such transaction (other than those as against the parties to a Definitive Agreement with you in accordance with the terms thereof). Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of the party which is sought to be bound, which consent shall specifically make such waiver or amendment.\n (8) Each party agrees that the other party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in addition to all other remedies available to the other part at law or in equity.\n (9) It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n This Agreement is for the benefit of the parties and will be governed by and construed in accordance with the laws of the State of Delaware. The obligations of the parties under this Agreement will expire three (3) years from the date of this Agreement.\n IN WITNESS WHEREOF, the undersigned, by their duly authorized officers have caused this Agreement to be executed as of the date first written above.\nSCIENTIFIC GAMES CORPORATION\nBy: /s/ MARTIN E. SCHLOSS\n Name: Martin E. Schloss\n Title: Vice President\n MDI ENTERTAINMENT, INC.\nBy: /s/ STEVEN M. SAFERIN\n Name: Steven M. 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Confidential Information; Representatives. (a) The Receiving Party has indicated interest in cooperation possibilities, and, in order to assist the Receiving Party in evaluating such cooperation, the Company is prepared to make available to the Receiving Party certain information concerning the business, operations, strategy and prospects of the Company (all such information, the \u201cConfidential Information\u201d). As a condition to the Confidential Information being furnished to the Receiving Party and the directors, officers, partners, members, employees, agents, consultants, related investment funds, advisors, attorneys, accountants, affiliates, potential sources of capital and financing, financial advisors and other persons with whom the Receiving Party plans to work with respect to a potential cooperation (only those who receive the Confidential Information and are acting on Recipient\u2019s behalf or in conjunction with the Recipient with respect to a potential cooperation possibility, collectively, \u201cRepresentatives\u201d of the Receiving Party), the Receiving Party agrees to treat the Confidential Information in accordance with the provisions of this Agreement.\n(b) The term \u201cConfidential Information\u201d shall include, without limitation, any and all information concerning the Company and its business, operations, strategy or prospects that is furnished to the Receiving Party or its Representatives by or on behalf of the Company and identified as confidential, whether furnished on or after the date of this Agreement, including, without limitation, any written analyses, business or strategic plans, compilations, studies, data, reports, interpretations, projections, forecasts, records, notes, copies, excerpts, memoranda, documents or other materials (in whatever form maintained or conveyed, whether documentary, computerized form or otherwise), that contain or otherwise reflect information concerning the Company or its business, operations, strategy or prospects prepared by or on behalf of the Receiving Party or any of the Receiving Party\u2019s Representatives or that otherwise reflect any conversations with Company Representatives (as defined below) describing or relating thereto. For any information transmitted orally to be deemed \u201cConfidential Information\u201d, it must be memorialized in writing, identified as confidential and provided to the Receiving Party in written form within five days of its disclosure to the Receiving Party. The Company acknowledges and agrees that neither it nor any of its Representatives have provided nonpublic information with respect to the Company to the Receiving Party prior to the execution and delivery of this Agreement.\n2. Excluded Information. The Confidential Information shall not include information that (a) is or becomes available to the public other than as a result of acts by the Receiving Party in breach of the terms of this Agreement, (b) was in the Receiving Party\u2019s or its Representatives\u2019 possession nor to disclosure by the Company, (c) is disclosed to the Receiving Party or its Representatives by a third party not known by the Receiving Party or its Representatives to be bound by any duty or obligation of confidentiality on a non-confidential basis to the Company with regards to the information or (d) is independently developed by you or your Representatives without violating your obligations under this Agreement.\n3. Limitations on Use and Disclosure of Confidential Information. (a) The Receiving Party shall, and shall direct its Representatives to, keep the Confidential Information in confidence and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of information contained in the Confidential Information to which the Company gives its prior written consent, and (ii) any information contained in the Confidential Information may be disclosed to the Receiving Party\u2019s Representatives who reasonably require access to such information for the purpose of evaluating a possible cooperation and who agree to keep such information in confidence to the same extent as described herein. The Receiving Party shall be responsible for any breach of the terms of this Agreement by the Receiving Party or the breach of the terms of this Agreement applicable to Representatives by any of its Representatives.\n(b) The Receiving Party agrees that, for a period of one (1) year from the date of this Agreement, the Receiving Party shall not use the Confidential Information to (i) divert or attempt to divert any known business or customer of the Company or (ii) solicit for employment, or initiate contact for employment with, any known employee of the Company; provided, however, nothing will prohibit: (i) recruiting efforts that are not based on confidential information or general advertisement or other recruiting efforts not specifically targeting employees of the Company and the hiring as a result, (ii) the solicitation and hiring of any individual who is no longer employed by the Company at the time of such solicitation or hiring and (iii) the hiring by you of anyone who initiates contact with you regarding such employment.\n4. Non-Disclosure of Existence of Negotiations. Without the prior written consent of the other party or except as may be required by applicable law or regulation or other legal process, neither the Receiving Party or its Representatives nor the Company or its Company Representatives (defined below) shall disclose to any person that any discussions or negotiations are taking place between the parties concerning a possible Transaction, including the content and status of such discussions or negotiations (the \u201cDiscussion Information\u201d). With respect to the Receiving Party, the foregoing shall not apply to persons with which the Receiving Party plans to work for the purpose of a possible cooperation in the context of its discussions with the Company.\n5. No Representations by the Company. The Company will have the exclusive authority to decide what Confidential Information (if any) is to be made available to the Receiving Party and its Representatives, provided, that the Receiving Party may decline to receive Confidential Information at any time for any reason. Neither the Company nor any of its directors, officers. employees, agents, consultants, advisors, attorneys, accountants and affiliates (collectively, the \u201cCompany Representatives\u201d) will be under any obligation to make any particular Confidential Information available to the Receiving Party or any of the Receiving Party\u2019s Representatives or to supplement or update any Confidential Information previously furnished. Neither the Company nor any of the Company Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and neither the Company nor any of the Company Representatives will have any liability to the Receiving Party or to any of the Receiving Party\u2019s Representatives relating to or resulting from the use of any Confidential Information or any inaccuracies or errors therein or omissions therefrom, absent fraud or willful misconduct. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Receiving Party and the Company and is validly executed on behalf of the Receiving Party and the Company will have legal effect.\n6. Return of Confidential Information. Promptly upon the written request of the Company, the Receiving Party will return or destroy, at its sole option, all copies of the Confidential Information to the Company, and all notes, studies, reports, memoranda and other documents prepared by the Receiving Party or its Representatives that contain or reflect to a substantial degree any Confidential Information. Notwithstanding the return to the Company or destruction of Confidential Information pursuant to this Section 6, the Receiving Party and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement for the term hereof. Notwithstanding the foregoing, any return or destruction is subject to law, regulation and internal document retention policies.\n7. Disclosure Pursuant to Law, Regulation, Subpoena or Court Order. In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency or as otherwise required pursuant to law, regulation or other legal process, the Receiving Party shall (if legally practicable or permitted) (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request, (b) consult with the Company on the advisability of taking steps to resist or narrow such request, (c) if disclosure of such Confidential Information or Discussion Information is required, furnish only such portion of the Confidential Information or Discussion Information as the Receiving Party is advised by outside legal counsel is legally required to be disclosed and (d) take commercially reasonable efforts to cooperate with the Company (at the Company\u2019s expense) in its efforts to obtain a protective order or other relief to prevent the disclosure of the Confidential Information or Discussion Information or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information or Discussion Information, as applicable, that is required to be disclosed. Notwithstanding the foregoing, the Receiving Party or its Representatives will be permitted to disclose the Confidential Information or any portion thereof upon the routine request of any government or regulatory body having or claiming to have authority to regulate or oversee any aspect of your or your Representatives\u2019 business of that of its affiliates, provided that they shall advise the governmental or regulatory body of the confidential nature of such information.\n8. Definitive Agreement. Unless and until a definitive written agreement between the Receiving Party and the Company with respect to a possible cooperation has been executed and delivered, neither the Receiving Party nor the Company will be under any legal obligation of any kind whatsoever with respect to such cooperation by virtue of this or any other written or oral expression by either of them or their Representatives except, in the case of this Agreement, for the matters specifically agreed to herein.\n9. Remedies. Each party acknowledges that in the event of any breach of the terms of this Agreement, the other party may not be made whole by monetary damages only. Accordingly, each party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to seek, at its sole expense, an injunction (which shall include a temporary restraining order) to prevent breaches of the terms of this Agreement.\n10. Communications. Without the Company\u2019s prior written consent, which may be withheld by the Company in its sole discretion, the Receiving Party shall not (and shall direct its Representatives not to) initiate (other than through the Company\u2019s financial and legal advisors, as designated by the Company in writing and other than contacts made or initiated in the ordinary course of business) any (a) communication concerning the Confidential Information, (b) requests for meetings with management of the Company in connection with the possible cooperation between the parties or (c) communication relating to the business of the Company or its affiliates or the possible cooperation, in each case, with any officer, director or employee of the Company or any of its affiliates. The foregoing shall not apply to communication with the Chief Executive Officer of the Company Bill Carey.\n11. Securities Laws. The Receiving Party acknowledges that it is aware and that the Receiving Party and its Representatives have been advised that the United States securities laws may prohibit any person having non-public material information about a company from purchasing or selling securities of that company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Company acknowledges and agrees that this Agreement is in no way intended to restrict Receiving Party\u2019s (or its Representatives\u2019) ability to trade in securities or instruments (whether physical or derivative) of the Company or any of its affiliates or subsidiaries.\n12. Entire Agreement; Amendments. This Agreement represents the entire understanding and agreement of the parties hereto with respect to the matters contained herein, and may be amended, modified or waived only by a separate writing executed by the Receiving Party and the Company expressly so amending, modifying or waiving this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.\n13. No Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.\n14. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to the laws of conflict of laws. The Receiving Party and its Representatives: (a) irrevocably and unconditionally consent and submit to the jurisdiction of the state and federal courts located in the State of New York for purposes of any action, suit or proceeding arising out of or relating to this Agreement: (b) agree that service of any process, summons, notice or document by U.S. registered mail to the address set forth at the end of this Agreement shall be effective service of process for any action, suit or proceeding brought against the Receiving Party or any of its Representatives; (c) irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of New York; and (d) irrevocably and unconditionally waive the right to plead or claim, and irrevocably and unconditionally agree not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of New York has been brought in an inconvenient forum.\n15. Expenses. In the event of litigation relating to this Agreement, if a court of competent jurisdiction issues a final, non-appealable judgment, then the non-prevailing party shall be liable and pay to the prevailing party the reasonable legal fees and expenses such prevailing party has incurred in connection with such litigation, including any appeal therefrom.\n16. Captions. The Captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.\n17. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.\n18. Termination. This Agreement shall terminate and be of no further force and effect one (1) year from the date hereof.\n[Remainder of Page Intentionally Left Blank]\nIN WITNESS WHEREOF, THIS AGREEMENT is executed and delivered effective as of the date first written above.\nCENTRAL EUROPEAN DISTRIBUTION\nCORPORATION\nBy: /s/ Christopher Biedermann\nName: Christopher Biedermann\nTitle: CFO\nRussian Standard Vodka\nBy: /s/ Ilya Blinov\nName: Ilya Blinov\nTitle: General Manager\n", - "spans": [ - [ - 0, - 21 - ], - [ - 22, - 37 - ], - [ - 38, - 60 - ], - [ - 61, - 86 - ], - [ - 87, - 104 - ], - [ - 105, - 119 - ], - [ - 120, - 142 - ], - [ - 143, - 144 - ], - [ - 144, - 159 - ], - [ - 160, - 161 - ], - [ - 161, - 183 - ], - [ - 184, - 200 - ], - [ - 201, - 226 - ], - [ - 227, - 464 - ], - [ - 465, - 511 - ], - [ - 511, - 880 - ], - [ - 880, - 1637 - ], - [ - 1638, - 2668 - ], - [ - 2668, - 2922 - ], - [ - 2922, - 3146 - ], - [ - 3147, - 3172 - ], - [ - 3172, - 3236 - ], - [ - 3236, - 3374 - ], - [ - 3374, - 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Definitions. Capitalized terms used in this Agreement not otherwise defined have the meaning given such term in the Merger Agreement. For purposes of this Agreement, the term \u201cBusiness\u201d means the business of banking (including, without limitation, the acceptance of deposits and the making of loans) as conducted by state chartered banks, nationally chartered banks or office of thrift supervision chartered institutions conducting business in the state of California (a) to be undertaken in the formation of a new banking organization or (b) engaged in by an existing banking organization with $1 billon or less of assets.\n2. Purpose. Shareholder acknowledges and agrees that the market for the Business is very competitive within the Restrictive Territory (as defined herein), and one way that Diablo maintained its business and its competitive position in the marketplace prior to the Closing was by investing time and money in developing proprietary products, unique approaches to the business, banking systems and strong client, vendor, and employee relationships. Shareholder further acknowledges and agrees that proprietary and other information related to such products, approaches and relationships are highly confidential, and maintaining that confidentiality is critical to Diablo\u2019s success. Shareholder further acknowledges and agrees that Diablo has invested substantial time and resources into developing relationships, customer lists and business models and strategies and that disruption of such relationships or misuse of such lists, models, and strategies would damage Heritage and HBC.\n3. Shareholder Covenants.\n(a) Non-Competition. Shareholder hereby covenants and agrees that from the Effective Date until the third (3 )rd anniversary of the Effective Date (\u201cRestricted Period\u201d), Shareholder will not without the prior written consent of Heritage, engage or participate or have any interest, directly or indirectly, in any Business anywhere in the counties of Santa Clara, Alameda, Contra Costa, Marin, San Francisco and San Mateo located in the State of California (\u201cRestricted Territory\u201d) (all such entities shall be referred to each as \u201cCompetitor\u201d or collectively as \u201cCompetitors,\u201d), with respect to the following acts: (i) own any equity interest in any Competitor; (ii) operate, join, control, advise, become a founder or otherwise participate in any Competitor; (iii) lend credit or money for the purpose of assisting another to establish or operate any Competitor; (iv) request or advise any customer, strategic partner or vendor of Diablo that becomes a present or future customer, strategic partner or vendor of Heritage, HBC or their subsidiaries now and hereinafter existing (collectively, the \u201cAffiliated Companies\u201d) to withdraw, curtail or cancel its business with Heritage, HBC or the Affiliated Companies anywhere in the Restricted Territory; (v) induce or influence (or attempt to induce or influence) any person or entity who is engaged (as an employee, agent, independent contractor or otherwise) by Heritage, HBC or the Affiliated Companies to terminate his, her or its employment or engagement for the purpose of obtaining employment with a Competitor; (vi) solicit any employee of Heritage, HBC or the Affiliated Companies to leave employment and become affiliated with any Competitor; (vii) solicit any actual or \u201cprospective customer\u201d (as hereinafter defined), which was served by Diablo in connection with any business of Diablo, or (viii) solicit, influence or attempt to influence any customer which is or was served by Diablo to discontinue its business or service available from Heritage, HBC or the Affiliated Companies; provided, that, Shareholder may own and hold as an investment of up to 1% of any corporation within the Restricted Territory that is listed on a national stock exchange and that is engaged in a business that is competitive with Heritage, HBC or an Affiliated Company, but Shareholder may not otherwise participate (whether in management or otherwise) in such corporation. A \u201cprospective customer\u201d shall mean a company, person or other entity with which Shareholder knows, or reasonably should know, that Diablo has had actual contact with or has begun formulating a targeted strategy for contact at any time during the term of this Agreement in connection with the operation of the Business. \u201cEngaged in business\u201d shall include, without limitation, establishment of goodwill or business reputation, maintenance of business assets and properties, and dealings with customers, strategic partners, prospective customers, suppliers, or vendors.\n(b) Confidentiality. Shareholder acknowledges and agrees that the Shareholder has occupied a position of trust and confidence with Diablo prior to the date hereof and has had access to and has become familiar with the following, any and all of which constitutes confidential information of Diablo (collectively \u201cConfidential Information\u201d) (a) any and all proprietary intellectual property or trade secrets concerning the business and affairs of Diablo, product specifications, data, know-how, formulae, compositions, processes, designs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, structures, architectures, processes, improvements, devices, know-how, discoveries, concepts, methods, information of Diablo and any other information, however documented, of Diablo that is a trade secret within the meaning of any applicable law; (b) any and all proprietary non-public information concerning the business and affairs of Diablo (which includes any historical financial statements, financial projections, and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers, personnel training, techniques and materials, manufacturing methods, designs and techniques, purchasing methods and techniques, however documented; and (c) any and all notes, analyses, compilations, studies, summaries and other material prepared by or for Diablo containing or based, in whole or part, upon any information included in the foregoing.\nShareholder acknowledges and agrees that the protection of the Confidential Information is necessary to protect and preserve the value of Diablo\u2019s business and proprietary properties being acquired by Heritage and HBC. Therefore, Shareholder hereby agrees not to, at any time, disclose to any unauthorized Persons or use for his or its own account or for the benefit of any third party any Confidential Information, whether or not such information is embodied in writing or other physical form or is retained in the memory of Shareholder, without Heritage\u2019s written consent, unless and to the extent that the Confidential Information is or becomes generally known to and available for use by the public other than as a result of Shareholder\u2019s fault or the fault of any other Person bound by a duty of confidentiality to Heritage, HBC or the Affiliated Companies. Shareholder agrees to deliver to Heritage at the Effective Date, and at any other time Heritage may request, all documents, memoranda, notes, plans, records, reports and other documentation, models, components, devices or computer software, whether embodied in a disk or in other form (and all copies of all of the foregoing), that contain Confidential Information and any other Confidential Information that Shareholder may then possess or have under Shareholder\u2019s control.\n(c) Breach. Shareholder, Heritage and HBC each recognize and acknowledge that the Confidential Information and other knowledge Shareholder has about Diablo and has and will obtain from Heritage, HBC or the Affiliated Companies is special and unique, and any violation of the covenants contained in this Agreement is likely to cause irreparable damage to Heritage, HBC or the Affiliated Companies. Therefore, the parties agree that, upon any breach of any covenant contained in this Section 3 by Shareholder, Heritage and HBC shall be entitled to an appropriate injunction for a violation of such covenant, threatened or actual, of such covenant, in addition to all other relief available under applicable law. If a court or arbitrator has determined that Shareholder has committed a breach by Shareholder of any covenant set forth in Section 3 of this Agreement, the Restricted Period will be extended by the period of the duration of such breach.\n(d) Acknowledgment. Shareholder acknowledges and agrees that the restrictions set forth in this Section 3 are reasonable in scope and essential to the preservation of Diablo\u2019s business and proprietary properties and that enforcement of these restrictions will not cause Shareholder any hardship, and because of Shareholder\u2019s background and experience, will not in any manner preclude Shareholder from becoming gainfully employed in such a manner and to such an extent as will provide a standard of living for Shareholder and the members of Shareholder\u2019s family of at least the sort and fashion to which they have become accustomed. Each of Heritage, HBC and Shareholder acknowledges and agrees that the covenants and agreements contained in this Section 3 have been negotiated in good faith by each of them. Each of Heritage, HBC and Shareholder further acknowledges that (i) the goodwill associated with the existing vendors, customers, assets and employees of Diablo prior to the transactions contemplated herein is an integral component of the value of Diablo to Heritage and HBC and is reflected in the consideration to be received by Diablo shareholders, including the Shareholder pursuant to this Agreement, and (ii) the covenants and agreements contained in this Section 3 are necessary to preserve the value of Diablo\u2019s business and proprietary properties for Heritage and HBC following the transaction. Each of Heritage, HBC and Shareholder acknowledges that the limitations of time, geography and scope of activity agreed to in Section 3 are reasonable because, among other things: (A) Heritage, HBC and Diablo are engaged in a highly competitive industry and have their operations in the Restricted Territory, (B) Shareholder had unique access to, and will continue to have access to, Confidential Information, including trade secrets, and know-how of Diablo and its business and proprietary properties, (C) Shareholder is receiving significant consideration in connection with the transactions contemplated by the Merger Agreement and this Agreement, and (D) this Agreement provides no more protection than is necessary to protect Heritage\u2019s and HBC\u2019s interest in the goodwill of Diablo and its business and proprietary properties, Confidential Information and Diablo, Heritage and HBC trade secrets.\n(e) No Disparagement. Shareholder will not, directly or indirectly, disparage Heritage and HBC, the business formerly conducted by Diablo, the business conducted by Heritage and HBC or any shareholder, director, officer, employee or agent of Heritage or HBC;\n(f) Future Employer. Shareholder will, during the Restrictive Period, within ten days after accepting any employment, consulting engagement, engagement as an independent contractor, partnership or other association that might reasonably involve the Business, advise Heritage of the identity of the new employer, client, partner or other Person with whom Shareholder has become associated. Following receipt of such notice, if Heritage in its reasonable judgment determines that Shareholder\u2019s proposed association involves a Person engaged in the Business, Heritage may serve notice upon each such Person that such Shareholder is bound by this Agreement and furnish each such Person with a copy of this Agreement or relevant portions thereof.\n(g) Separate Agreement. The covenants of Shareholder contained in this Section 3 shall each be construed independently of any other provision in this Agreement, and the existence of any claim or cause of action of Shareholder against Heritage or HBC whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Heritage or HBC of such covenants.\n(h) Survival of Covenants. The covenants contained in this Section 3 shall survive the termination of this Agreement by either party hereto in accordance with the provisions of this Section 3.\n4. Conflict. Shareholder represents and warrants to Heritage and HBC that Shareholder has not executed any written agreement with any other person or entity that would prohibit Shareholder from entering into this Agreement. Further, Shareholder represents and warrants to Heritage and HBC that the execution of this Agreement by Shareholder will not conflict with any obligations or duties which Shareholder may have to prior employers or pursuant to any other agreement.\n5. Non-Disclosure of Agreement. Shareholder shall not disclose the terms and provisions of this Agreement or any other document executed in connection herewith except to Shareholder\u2019s lawyers, accountants, tax advisors and spouse or by law to any Person; provided that Shareholder may disclose the non-competition and confidentiality covenants contained in Section 3 of this Agreement to a prospective employer or business partner with the prior written consent of Heritage.\n6. Successors and Assigns. This Agreement will be binding upon Heritage and HBC and Shareholder and will inure to the benefit of Heritage and HBC and its affiliates, successors and assigns.\n7. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged, in whole or in part, by a waiver or renunciation of the claim or right except in writing; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party, or of the right of the party giving such notice or demand to require the other party, to take further action without notice or demand as provided in this Agreement.\n8. Governing Law. This Agreement will be governed by the laws applied by courts of California to contracts entered into within that state by parties residing within that state and having no connection to any other state.\n9. Jurisdiction; Service of Process. Any proceeding arising out of or relating to this Agreement may be brought in the courts of the State of California, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of California, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this section may be served on any party as required under California law.\n10. Severability. Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement. If any of the covenants set forth in Section 3 of this Agreement are held to be unreasonable, arbitrary or against public policy, such covenants will be considered divisible with respect to scope, time and geographic area, and in such lesser scope, time and geographic area, will be effective, binding and enforceable against Shareholder to the fullest extent under California law.\n11. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.\n12. Section Headings, Construction. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to \u201cSection\u201d or \u201cSections\u201d refer to the corresponding Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word \u201cIncluding\u201d does not limit the preceding words or terms.\n13. Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt); (b) sent by facsimile (with written confirmation of receipt); or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):\nShareholder: James Mayer\n2596 Danville Blvd.\nAlamo, CA 94501\nwith a copy to: Dylan W. Wiseman\nLittler Mendelson\n2520 Venture Oaks Way, Suite 390\nSacramento, CA\nFacsimile: (916) 561-0828\nHeritage and HBC: Heritage Commerce Corp\n150 Almaden Blvd.\nSan Jose, California 95113\nAttn: Walter T. Kaczmek\nFacsimile: (408) 534-4940\nWith copy to: Buchalter Nemer\n1000 Wilshire Boulevard\nSuite 1500\nLos Angeles, CA 90017-2457\nAttn: Mark A. Bonenfant, Esq.\nFacsimile: (213) 896-0400\n14. Recitals. The recitals are incorporated herein and made a part of this Agreement.\n15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements and understandings between the parties with respect to the subject matter of this Agreement. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.\n[signature page follows]\nIN WITNESS WHEREOF, the parties hereto have executed this Non-Compete, Non-Solicitation and Confidentiality Agreement on the date first set forth above.\nHERITAGE COMMERCE CORP\nBy: /s/ Walter T. Kaczmarek\nWalter T. Kaczmarek\nChief Executive Officer\nHERITAGE BANK OF COMMERCE\nBy: /s/.Walter T. Kaczmarek\nWalter T. 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}, - { - "id": 554, - "file_name": "1053374_0001144204-18-062970_tv508217_ex-d2.htm", - "text": "Exhibit (d)(2)\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (the \u201cAgreement\u201d) is made and entered into effective December 18, 2017 by and between Pareteum Corporation, a Delaware corporation having its corporate address at: 100 Park Avenue, Suite 1600, New York City, New York 10017, USA (\u201cTEUM\u201d), and iPass Inc., a Delaware corporation having its address at: 3800 Bridge Parkway, Redwood Shores, California 94065, USA (\u201ciPass\u201d), either both of which may be hereinafter referred to as \"the Party\" or \"the Parties.\"\nWHEREAS\nThe Parties desire to discuss certain business transactions and to exchange information for the purpose of exploring a potential business relationship for the benefit of the Parties and/or to sign a business contract that shall include confidential technical or business information of each Party or entitle each Party to exchange information for the execution of this business contract. In order to facilitate these discussions and in order for the Parties to receive from each other, either orally or in writing, certain technical and business information under terms that will protect the confidential and proprietary nature of such information, the Parties have entered into this Agreement.\nNOW THEREFORE, THE PARTIES AGREE AS FOLLOWS;\n1. The Definition of \"Confidential Information\": The term \"Confidential Information\" shall mean all information disclosed by one Party to the other Party, whether orally, in written, electronic or other format, and whether disclosed by a Party\u2019s agents, principals, employees or representatives, and whether to the other Party's agent's principals, employees or representatives. \u201cConfidential Information\u201d shall include, without limitation, all ideas improvements, inventions, methodologies, works and other innovations of any kind, authored, conceived, developed, made or reduced to practice by the disclosing Party, whether or not eligible for copyright, patent, trademark, trade secret or other legal protection (including, without limitation, formulas, processes, databases, mechanical and electronic hardware, electronic components, computers and their parts, computer programs and their documentation, encoding techniques, marketing and new product plans, production, processes, advertising, packaging and marketing techniques, marketing plans, product plans, technical plans, business strategies, strategic alliances and partners, financial information, engineering data, methodologies and processes, forecasts, personnel information, customer and prospective customer lists, trade secrets, product design, capabilities, specifications, the identify of potential and actual customers, and suppliers and all documentation, materials and media provided by one Party to the other).\n2. Protection of \"Confidential Information\": In consideration of each Party's disclosure of Confidential Information to the other Party, each Party agrees with respect to the Confidential Information received from the other Party, that it:\n(a) shall maintain such Confidential Information in the strictest confidence;\n(b) shall not disclose, transfer or otherwise make available any of such Confidential Information to any third party, unless such Confidential Information must be disclosed for the purposes contemplated herein, or under legal compulsion to disclose any such Confidential Information, in which event each Party shall, prior to such disclosure, obtain written consent from the other Party and obtain from the third person a written agreement acknowledging the binding effect of these restrictions regarding the Confidential Information; and\n(c) shall not directly, indirectly or in concert with any person, use the Confidential Information for any purpose other than evaluating the prospective business relationship with the other Party in accordance with the introduction.\nEach Party shall take reasonable measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to protect the receiving Party\u2019s own confidential information. Confidential Information of the other Party may be provided to a Party\u2019s employees only on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee.\n3. Excluded Information: This Agreement shall not apply to any information:\n(a) that has been or which becomes publicly known, through no wrongful act of either Party;\n(b) which is required to be disclosed in order to comply with applicable law or regulation or with any requirement imposed by judicial or administrative process or any governmental or court order.\n4. No Licenses or Warranties: Each Party\u2019s Confidential Information and all rights thereto shall remain such Party\u2019s sole property. Each Party recognizes that the disclosure of Confidential Information by the disclosing Party shall not be construed as granting any rights, by license or otherwise, concerning any Confidential Information, except as may be explicitly created by this Agreement. Each Party acknowledges that the other Party\u2019s Confidential Information includes valuable trade secrets. Neither Party has any obligation to disclose Confidential Information to the other Party. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CONDITION, FITNESS and MERCHANTABILITY, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION.\n5. Remedies: If either Party causes a disclosure of the other Party\u2019s Confidential Information in breach of the terms of this Agreement, the disclosing Party shall immediately report in writing the disclosure to the other Party and shall save, defend, indemnify and hold the non-disclosing Party harmless from and against any and all liability and damages suffered by the non-disclosing Party arising therefrom. In addition to the foregoing and without limitation thereof, the disclosing Party shall cooperate in prosecuting any claims against third parties for unauthorized use of any Confidential Information. Each Party acknowledges that unauthorized disclosure, use or disposition, whether actual or threatened, of any Confidential Information shall cause irreparable harm, loss of business and significant injury to the disclosing Party, the scope of which would be difficult to ascertain. Each Party agrees, therefore, that the disclosing Party has the right to obtain an immediate injunction against any breach, threatened breach or attempted breach of this Agreement, in addition to any other remedies that may be available at law, including without limitation, the recovery of expenses, costs and attorney\u2019s fees arising out of such breach, threatened breach or attempted breach.\n6. Return of \"Confidential Information\": All Confidential Information shall be returned to the disclosing Parties promptly upon written request or, at the election of the disclosing Party, the Party that received the Confidential Information shall certify said information has been destroyed and is no longer useable in any format.\n7. Securities: Parties hereby acknowledge, covenant and agree that they are aware that United States securities laws may prohibit any person who has material, non-public information about a company (including a Party) from purchasing or selling, directly or indirectly, securities of a company (including the Parties), or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n8. Prohibition of Disclosure: Neither Party hereto shall in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representation in court pleadings, except as required by law, the discussions that gave rise to this Agreement, the discussions or negotiations covered by this Agreement, this Agreement or the Confidential Information provided pursuant to this Agreement, without first obtaining the prior written consent of the other Party.\n9. Term, Assignment and Survival: This Agreement shall be valid unless terminated by mutual written Agreement. Each Party\u2019s obligations with respect to the Confidential Information, including but not limited to, sections 2,4,5,6 shall survive the termination of this Agreement and/or return of all Confidential Information from the latter date of either termination or return of such information. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either Party.\n10. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of New York, United States of America. In the event of any disputes arising under this Agreement, the undersigned Parties without regard to any principles of conflicts of laws and waiving any defenses of forum non conveniens hereby submit to the exclusive personal and subject matter jurisdiction of the State and Federal Courts situated in the Borough of Manhattan, New York, New York.\n11. Waiver: No failure by either Party to exercise any rights arising from default by the other Party shall impair that right or constitute a waiver of it. No waiver by either Party of any covenant to be performed by the other shall constitute a waiver of any later breach of covenant.\n12. Counterparts: This Agreement may be executed in two signed copies, each of which when taken together shall be deemed but one original.\n13. Severability: The validity or unenforceability of any provision or provisions of this Agreement shall no affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.\n14. Entire Agreement; Amendment: This Agreement contains the entire understandings between and among the Parties and supersedes any prior understanding and agreements among them respecting the subject matter hereof. No amendment to this Agreement shall be valid unless set forth in writing and signed by both Parties.\n15. Notices: All notices required or permitted hereunder shall be in writing and shall be sent by nationally recognized overnight courier service, or by registered or certified mail, to the addresses stated in the heading of this Agreement. Unless otherwise specified, notices shall be deemed given when the return receipt is received.\n16. Non-solicitation/Non-circumvention. iPass understands, acknowledges and agrees, AS A MATERIAL INDUCEMENT FOR TEUM TO MAKE AND ENTER INTO THIS AGREEMENT, that with respect to any customer or prospective customer opportunities that are identified by TEUM (collectively, the \u201cTEUM Leads\u201d) to iPass, that iPass shall not negotiate directly or indirectly solicit or otherwise attempt to cause the TEUM Leads enter into any form of agreement with iPass without the consent of TEUM, which consent may be given or withheld in TEUM\u2019s sole discretion. In addition to the foregoing, and without limitation thereof, iPass shall not circumvent or otherwise engage in any form of direct or indirect communications with any TEUM Leads without the prior written approval of TEUM, which approval may be given or withheld in TEUM\u2019s sole discretion.\n[REMAINDER OF PAGE LEFT BLANK. SIGNATURES ON FOLLOWING PAGE.]\n[SIGNATURE PAGE TO NON-DISCLOSURE AGREEMENT]\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above.\nPareteum Corporation iPass:\n/s/ Denis McCarthy /s/ Darin Vickery\nName: Denis McCarthy Name: Darin VIckery\nTitle: SVP Corporate Developement Title: CFO\nDate: February 15, 2018 Date: December 20, 2017\nEmail: ............................................\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 39 - ], - [ - 40, - 60 - ], - [ - 60, - 524 - ], - [ - 525, - 532 - ], - [ - 533, - 921 - ], - [ - 921, - 1227 - ], - [ - 1228, - 1272 - ], - [ - 1273, - 1652 - ], - [ - 1652, - 2758 - ], - [ - 2759, - 2804 - ], - [ - 2804, - 2998 - ], - [ - 2999, - 3076 - ], - [ - 3077, - 3615 - ], - [ - 3616, - 3848 - ], - [ - 3849, - 3951 - ], - [ - 3951, - 4071 - ], - [ - 4071, - 4391 - ], - [ - 4392, - 4417 - ], - [ - 4417, - 4467 - ], - [ - 4468, - 4559 - ], - [ - 4560, - 4756 - ], - [ - 4757, - 4889 - ], - [ - 4889, - 5151 - ], - [ - 5151, - 5256 - ], - [ - 5256, - 5346 - ], - [ - 5346, - 5518 - ], - [ - 5519, - 5532 - ], - [ - 5532, - 5931 - ], - [ - 5931, - 6131 - ], - [ - 6131, - 6414 - ], - [ - 6414, - 6807 - ], - [ - 6808, - 7139 - ], - [ - 7140, - 7639 - ], - [ - 7640, - 8168 - ], - [ - 8169, - 8203 - ], - [ - 8203, - 8280 - ], - [ - 8280, - 8566 - ], - [ - 8566, - 8698 - ], - [ - 8699, - 8732 - ], - [ - 8732, - 8859 - ], - [ - 8859, - 9206 - ], - [ - 9207, - 9219 - ], - [ - 9219, - 9363 - ], - [ - 9363, - 9492 - ], - [ - 9493, - 9511 - ], - [ - 9511, - 9631 - ], - [ - 9632, - 9650 - ], - [ - 9650, - 9854 - ], - [ - 9855, - 9888 - ], - [ - 9888, - 10071 - ], - [ - 10071, - 10172 - ], - [ - 10173, - 10186 - ], - [ - 10186, - 10414 - ], - [ - 10414, - 10508 - ], - [ - 10509, - 10549 - ], - [ - 10549, - 11055 - ], - [ - 11055, - 11343 - ], - [ - 11344, - 11375 - ], - [ - 11375, - 11405 - ], - [ - 11406, - 11450 - ], - [ - 11451, - 11611 - ], - [ - 11612, - 11633 - ], - [ - 11633, - 11639 - ], - [ - 11640, - 11676 - ], - [ - 11677, - 11717 - ], - [ - 11718, - 11729 - ], - [ - 11729, - 11762 - ], - [ - 11763, - 11810 - ], - [ - 11811, - 11862 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 23, - 24 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 35 - ] - }, - "nda-2": { - "choice": "Entailment", - "spans": [ - 10, - 25 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9, - 12, - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 12, - 15 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001053374/000114420418062970/tv508217_ex-d2.htm" - }, - { - "id": 556, - "file_name": "1063085_0000950134-09-011390_f52580exv99wxeyx3y.htm", - "text": "Exhibit (e)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\n This MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is entered into effective March 25, 2009 (the \u201cEffective Date\u201d) by and between IXIA, a California corporation, with its executive offices located at 26601 W. Agoura Road, Calabasas, California 91302, and CATAPULT COMMUNICATIONS CORPORATION a Nevada corporation, with its principal place of business located at 160 South Whisman Road, Mountain View, California 94041.\nRECITALS:\n WHEREAS, the parties hereto wish to exchange certain data and other information of a highly confidential or proprietary nature all for the purpose of exploring a potential business relationship (the \u201cTransaction\u201d) to the parties\u2019 mutual benefit;\n WHEREAS, either party may disclose, from time to time, such data and information to the other party on a confidential basis for the limited purpose(s) set forth on Attachment A hereto;\n NOW, THEREFORE, in consideration of the foregoing recitals and of the disclosure by one party (\u201cDisclosing Party\u201d) of Confidential Information (as defined below) to the other party (\u201cReceiving Party\u201d), which Receiving Party acknowledges to be good and valuable consideration for its obligations hereunder, Disclosing Party and Receiving Party hereby agree as follows:\nAGREEMENT:\n 1. Each of the parties hereto acknowledges that the foregoing recitals are true and correct.\n 2. \u201cConfidential Information,\u201d as used herein, shall mean all information and material (whether written or oral (if oral, a written summary of such information and/or material shall be delivered to Disclosing Party within ten days after its disclosure to Disclosing Party in order for such information and/or material to be treated as Confidential Information under this Agreement)) furnished or made available (whether before or after the date hereof) by Disclosing Party or its directors, officers, employees, independent contractors, affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents or potential sources of financing (collectively, \u201cRepresentatives\u201d) to Receiving Party or its Representatives, which concern the subject(s) listed on Attachment A hereto and which is proprietary to Disclosing Party, is marked or otherwise identified as \u201cConfidential,\u201d \u201cProprietary,\u201d \u201cSensitive\u201d or in another manner indicating its confidential and/or proprietary nature, or by the nature of the circumstances surrounding the disclosure or receipt of the information or material should be treated as Confidential Information. The term Confidential Information includes all such information or material which Receiving Party may obtain knowledge of through or as a result of the relationship established hereunder with Disclosing Party, access to Disclosing Party\u2019s premises or communications with Disclosing Party\u2019s Representatives. The term Confidential Information also includes all notes, analyses, extracts, compilations, studies, interpretations or other materials prepared by Receiving Party to the extent they contain or reflect Disclosing Party\u2019s Confidential Information.\n Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information and materials: business and financial plans, financial information, strategies, know-how, designs, concepts, drawings, ideas, inventions (whether patentable or not), specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, operations, production techniques, purchasing information, employee names and information, employee expertise, processes, procedures, activities, new product or new technology information, marketing techniques and materials, marketing plans, timetables, development plans (including prospective trade names or trademarks), customer names and other information related to customers, and pricing policies.\n Notwithstanding anything to the contrary set forth in this Agreement, any and all information concerning Disclosing Party furnished or made available (whether before or after the date hereof) by Disclosing Party or its Representatives to Receiving Party or its Representatives, which concerns or is provided in connection with the subject(s) listed on Attachment A, including without limitation during due diligence sessions in person or by conference call, in any electronic data room or pursuant to any requests for additional information, whether such information furnished or made available is written or oral, or is or is not marked or otherwise identified as \u201cConfidential\u201d \u201cProprietary,\u201d or \u201cSensitive,\u201d shall be deemed Confidential Information for all purposes of this Agreement, subject to paragraph 3 hereof.\n 3. Confidential Information shall not include information or material that (i) is now or later becomes generally known to the public (other than as result of a breach of this Agreement); (ii) is independently developed by Receiving Party without use of or access to Disclosing Party\u2019s Confidential Information; (iii) Receiving Party lawfully obtains from any third party who has lawfully obtained such information; (iv) is later published or generally disclosed to the public by Disclosing Party; (v) at the time of its disclosure to Receiving Party, (A) is already known to Receiving Party and, to the best knowledge of Receiving Party, is not subject to any confidentiality obligations and the disclosure thereof to Receiving Party has not breached any confidentiality obligations, or (B) is available on a non-confidential basis to Receiving Party; (vi) is approved for release by prior written authorization of Disclosing Party; or (vii) is required to be disclosed pursuant to any applicable statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, provided that Receiving Party shall advise Disclosing Party of the request for disclosure in sufficient time to apply for such legal protection as may be available with respect to the confidentiality of the Confidential Information. Receiving Party shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials.\n 4. Receiving Party shall use all Confidential Information solely for the limited purpose(s) set forth on Attachment A (the \u201cPurpose\u201d) and shall hold in confidence and not disclose such Confidential Information in any manner to, or permit the use thereof by, any person or persons other than Receiving Party\u2019s Representatives who have a legitimate need to know or to have access to such Confidential Information and who are first informed by Receiving Party of the confidential nature of the Confidential Information and agree to maintain the confidentiality of such Confidential Information. Receiving Party will cause its Representatives to observe the terms of this letter agreement, and will be responsible for any breach of this Agreement by any of its Representatives. Receiving Party covenants that it will use such degree of care as is reasonable and necessary to protect and safeguard the confidentiality of Disclosing Party\u2019s Confidential Information and represents that such degree of care is reasonably designed to protect the confidentiality of proprietary and confidential information. Except as otherwise expressly permitted under this Agreement, Receiving Party shall not use or disclose to others, or permit the use or disclosure of, any Confidential Information of Disclosing Party, and shall not take advantage of any corporate opportunity of Disclosing Party disclosed to Receiving Party under this Agreement. Receiving Party agrees to advise Disclosing Party promptly in writing upon the occurrence of any unauthorized disclosure, misappropriation or misuse of any Confidential Information or other breach of this Agreement of which Receiving Party may become aware and that any such breach does not relieve Receiving Party of any of its obligations hereunder. Except to the extent required by law, neither party shall disclose the existence or subject matter of the discussions or business relationship contemplated by this Agreement, the existence of this Agreement or the identity of the parties hereto.\n 5. Receiving Party shall not copy (except as reasonably required for the Purpose), alter, modify, disassemble, reverse engineer or decompile any Confidential Information without the prior written consent of Disclosing Party. Disclosing Party understands that Receiving Party develops and/or acquires software, firmware and hardware for its own products and that existing or planned software, firmware of hardware independently developed or acquired by Receiving Party may contain ideas, concepts, techniques or systems that are similar to or compete with ideas, concepts, techniques or systems contained in the Disclosing Party\u2019s Confidential Information disclosed under this Agreement. Each party understands and agrees that nothing in this Agreement will be construed or interpreted as limiting the right of either party hereto to develop, or acquire from a third party, similar software, firmware or hardware containing such ideas, concepts, techniques or systems, for any purpose and without obligation to the other party, so long as such matter is created independently and lawfully (whether created by a party hereto or a third party) and without any use of or reference to the Confidential Information of Disclosing Party.\n 6. If either party determines not to proceed with the Transaction, then such party will promptly inform the other party of that decision and, in that case, or at any time upon the request of Disclosing Party or any of its Representatives, Receiving Party will, at the election of Disclosing Party, either (i) promptly destroy all copies of the written Confidential Information in its or its Representatives\u2019 possession and confirm such destruction to Disclosing Party in writing, or (ii) promptly deliver to Disclosing Party at its own expense all Confidential Information, together with any copies thereof that may have been made) in its or its Representatives\u2019 possession. In addition, in the event of such a decision or request, all other Confidential Information prepared by Receiving Party shall be destroyed and no copy thereof shall be retained except that Receiving Party shall not be required to destroy or return any electronic copies of Confidential Information created pursuant to its standard electronic archival and back-up procedures (it being agreed that any such electronic copies shall remain subject to the confidentiality and other obligations set forth in this Agreement). Notwithstanding the return or destruction of the Confidential Information, Receiving Party and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder, and all such obligations shall expressly survive the return or destruction of the Confidential Information. Any oral Confidential Information will continue to be subject to the terms of this Agreement.\n 7. The parties acknowledge that neither Disclosing Party, nor its Representatives, nor any of its or their respective officers, directors, employees, agents or controlling person within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information, and the parties agree that no such person will have any liability relating to the Confidential Information or for any errors therein or omissions therefrom. The parties further agree that Receiving Party is not entitled to rely on the accuracy or completeness of the Confidential Information and that Receiving Party will be entitled to rely solely on such representations and warranties as may be included in a definitive agreement signed by the parties with respect to the Transaction, subject to such limitations and restrictions as may be contained therein.\n 8. Receiving Party understands and acknowledges that Disclosing Party claims that such Confidential Information has been developed or obtained by Disclosing Party through the investment of significant time, effort and expense, and that such Confidential Information provides Disclosing Party with a significant competitive advantage in its business. Receiving Party acknowledges and agrees that due to the unique nature of Disclosing Party\u2019s Confidential Information there may be no adequate remedy at law for any unauthorized disclosure or use by Receiving Party of any Confidential Information, or any other breach by Receiving Party hereunder, that any such breach may result in irreparable injury to Disclosing Party and that, therefore, upon any such breach or threat thereof, Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by Receiving Party of this Agreement but shall be in addition to all other remedies available at law or equity to Disclosing Party.\n 9. The parties are aware, and will advise their respective Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n 10. Each party agrees that, for a period of two years following the Effective Date, neither it nor any of its affiliates will, without the prior written consent of the other party : (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other party or any subsidiary thereof, or of any successor to or person in control of the other party, or any assets of the other party or any subsidiary or division thereof or of any such successor or controlling person; (ii) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the rules of the Securities Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the other party; (iii) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the other party or its securities or assets; (iv) form, join or in any way participate in a \u201cgroup\u201d (as defined in Section 13 (d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; or (v) request the other party or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph. Each party will promptly advise the other party of any inquiry or proposal made to it with respect to any of the foregoing. Pursuant to the immediately preceding sentence, Catapult hereby advises Ixia that it may receive inquiries and proposals from third parties regarding a potential transaction with Catapult and, if Catapult is required to maintain the confidentiality of any such inquiries or proposals, then Catapult will not be obligated to advise Ixia of any such inquiries or proposals.\n 11. Each party agrees that, for a period of three (3) years following the Effective Date, it will not, directly or indirectly, solicit for employment or employ, nor assist any third party in soliciting for employment or employing, nor recommend to any third party that they solicit for employment or employ, any employee of the other party or any of its subsidiaries with whom it has had contact or who became known to it in connection with its consideration of the Transaction; provided, however, that the foregoing restrictions shall not apply to any employees who respond to newspaper or internet help wanted advertisements that are not directed or targeted at employees of the other party and who were not previously solicited, induced or otherwise encouraged by such party or its Representatives to respond to such advertisements.\n 12. Receiving Party acknowledges and agrees that (a) Disclosing Party and its Representatives are free to conduct the process leading up to a possible Transaction as Disclosing Party and its Representatives, in their sole discretion, determine (including, without limitation, by negotiating with any prospective buyer and entering into a preliminary or definitive agreement without prior notice to Receiving Party or any other person); (b) Disclosing Party reserves the right, in its sole discretion, to change the procedures relating to its consideration of the Transaction at any time without prior notice to Receiving Party or any other person, to reject any and all proposals made by Receiving Party or any of its Representatives with regard to the Transaction, and to terminate discussions and negotiations with Receiving Party at any time and for any reason; and (c) unless and until a written definitive agreement concerning the Transaction has been executed and except as set forth in this Agreement, neither party nor any of its Representatives will have any liability to the other party with respect to the Transaction, whether by virtue of this Agreement, any other written or oral expression with respect to the Transaction or otherwise.\n 13. This Agreement shall not be assignable by either party, and neither party may delegate its duties hereunder, without the prior written consent of the other party, which consent may be granted or denied in the sole discretion of the non-assigning party, except that in the event that more than 50% of the capital stock of Disclosing Party is acquired by any person or entity, Receiving Party\u2019s consent shall not be required for an assignment of this Agreement to such person or entity. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.\n 14. Nothing in this Agreement shall be construed as creating any obligation on the part of Disclosing Party to disclose any Confidential Information whatsoever. Nothing in this Agreement shall be construed as granting Receiving Party any license or any other rights with respect to Disclosing Party\u2019s proprietary rights or Confidential Information. The parties further acknowledge and agree that each party reserves the right, in its sole discretion, to terminate discussions and negotiations with the other party at any time and for any reason or no reason.\n 15. Nothing contained in this Agreement shall be construed as creating any obligation, implicit or otherwise, or an agreement on the part of either party to enter into a business relationship with the other party, or an obligation to refrain from entering into a business relationship with any third party. Nothing contained in the Agreement shall be construed as creating a joint venture, partnership or employment relationship between Receiving Party and Disclosing Party, it being understood that Receiving Party and Disclosing Party are independent contractors vis-\u00e0-vis one another. Except as specified herein, no party shall have the right, power or implied authority to create any obligation or duty, express or implied, on behalf of the other party.\n 16. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous discussions, representations and understandings, whether written or oral. In the event of a conflict between any provision of this Agreement and the provision(s) of any other agreement or understanding between the parties hereto, the provision of this Agreement shall control. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Any legal action arising out of or in connection with this Agreement or any breach hereof shall be brought and prosecuted in an appropriate court of competent jurisdiction in Santa Clara County or Los Angeles County, California. In the event that litigation arises in connection with enforcement of any provision of this Agreement, the prevailing party in such litigation shall be entitled to recover its attorneys\u2019 fees and expenses, in addition to any other relief to which it may be deemed entitled. The inapplicability or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity of any other provision hereof. No provision of this Agreement shall be amended, modified or waived except by an instrument in writing signed by the parties hereto. This Agreement may be executed in counterparts, each of which shall be enforceable as an original, but which together shall constitute one and the same instrument.\n 17. Except as otherwise provided herein, this Agreement shall become effective on the Effective Date and shall automatically terminate one year after such Effective Date; provided, however, that at any time prior to such termination, either party may terminate this Agreement upon written notice to the other party. Notwithstanding termination of this Agreement for any reason and except as otherwise expressly provided in this Agreement, the rights and obligations herein of the parties hereto shall survive for three years following the termination of this Agreement with respect to any Confidential information received prior to such termination.\n 18. Each party warrants and represents that it has carefully read and understood this Agreement, and acknowledges receipt of a copy thereof. Each person executing this Agreement warrants and represents that he or she has the authority to enter into this Agreement on behalf of the person, firm or corporation listed above his or her name.\n IN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Agreement as of the dates set forth below.\nIXIA Catapult Communications Corporation\nBy: /s/ Ronald W. Buckley By: /s/ Richard A. Karp\nName: Ronald W. Buckley Name: Richard A. Karp\nTitle: SVP & General Counsel Title: Chairman & CEO\nATTACHMENT A\nSubject(s) of Confidential Information:\nInformation and data regarding the business of each party, including but not limited to products, product development plans, customers, financial information and employees.\nPurpose(s) of Disclosure of Confidential Information:\nTo enable the parties to engage in general business discussions regarding a variety of potential business relationships, including the Receiving Party\u2019s possible acquisition of all of the outstanding capital stock or all or substantially all the assets of the other party.\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 46 - ], - [ - 47, - 48 - ], - [ - 48, - 465 - ], - [ - 466, - 475 - ], - [ - 476, - 477 - ], - [ - 477, - 722 - ], - [ - 723, - 724 - ], - [ - 724, - 908 - ], - [ - 909, - 910 - ], - [ - 910, - 1277 - ], - [ - 1278, - 1288 - ], - [ - 1289, - 1290 - ], - [ - 1290, - 1382 - ], - [ - 1383, - 1384 - ], - [ - 1384, - 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}, - { - "id": 557, - "file_name": "1068874_0001068874-07-000012_ex10_2.htm", - "text": "Exhibit 10.2\nNON-COMPETITION AND NONDISCLOSURE AGREEMENT\nThis Non-Competition and Nondisclosure Agreement is entered into as of April 30, 2007 (the \u201cAgreement Date\u201d) among Accurel Systems International Corporation, a California corporation (the \u201cSeller\u201d), Implant Sciences Corporation, a Massachusetts corporation (the \u201cGuarantor\u201d) and Evans Analytical Group LLC, a Delaware limited liability company (the \u201cBuyer\u201d).\nWITNESSETH:\nWHEREAS, the Buyer, Seller and Guarantor have entered into an Asset Purchase Agreement, dated as of the Agreement Date, pursuant to which, among other things, the Buyer is acquiring substantially all of the assets of Seller (the \u201cPurchase Agreement\u201d);\nWHEREAS, in order to protect the value of the business of the Seller being acquired by the Buyer pursuant to the Purchase Agreement (the \u201cPurchased Business\u201d), Seller and Guarantor shall not compete with the Buyer and its respective Affiliates (as defined in the Purchase Agreement) in accordance with the terms and conditions hereof; and\nWHEREAS, the agreement of Seller and Guarantor not to compete with the Buyer and its Affiliates as provided herein is an integral part of the transactions contemplated by the Purchase Agreement, and without such agreements, Buyer would not have entered into the Purchase Agreement.\nNOW, THEREFORE, in consideration of the covenants and agreements contained herein, the payment of the purchase price under the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:\n1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement; provided, however, that the following terms shall have the meanings set forth below irrespective of the meanings such terms may have in the Purchase Agreement:\n(a) \"Confidential Information\" means all information heretofore developed or used by the Seller or any of its Affiliates relating to the Restricted Business (as defined below) operations, employees, customers and clients of the Seller, including, but not limited to, customer and client lists, customer or client orders, financial data, pricing information and price lists, business plans and market strategies and arrangements, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Restricted Business or any of the assets of the Seller, and all trademarks, copyrights and patents and applications therefor, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers. The term \"Confidential Information\" also includes any other information heretofore or hereafter acquired by the Seller and deemed by it to be confidential.\n(b) The term \"control\", with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, by or through stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral) with one or more other persons by or through stock ownership, agency or otherwise; and the terms \"controlling\" and \"controlled\" have meanings correlative to the foregoing.\n(c) The term \"person\" means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization or other entity, including a government or political subdivision or an agency or instrumentality thereof.\n(d) \"Restricted Business\" means the Business of the Seller, including all services performed by or on behalf of the Seller for its customers.\n(e) \"Restricted Period\" means the period commencing on the date of this Agreement and ending on the date which is five (5) years from the date hereof.\n2. Non-competition. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not:\n(a) directly or indirectly engage in, be employed by, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or otherwise have an interest (whether, subject to Section 5, as a stockholder, director, officer, employee, representative, subcontractor, partner, consultant, proprietor, agent or otherwise) in, or cause, authorize, aid or assist any other person to own, manage, operate, provide financing to, control or otherwise have an interest in, any business or any person who is engaged in any business that directly or indirectly competes or intends to compete with the Restricted Business anywhere in the world, unless Seller or Guarantor purchase or own less than five percent (5%) of capital stock in a publicly held company; or\n(b) directly, indirectly or otherwise by letters, circulars or advertisements, and whether for itself or on behalf of any other person, canvass or solicit or, directly or indirectly, cause or authorize to be solicited, or enter into or effect, or, directly or indirectly, cause or authorize to be entered into or effected, any business or orders for businesses competing with the Restricted Business from any person who (i) at the time of the Agreement or within two years prior to the date of the Agreement, has been, a customer or client, or (ii) is an active prospect to be a customer or client, in each case, of the Seller at the time of the Agreement.\n3. Non-Disclosure of Confidential Information. Seller and Guarantor acknowledge that it is the policy of the Buyer to maintain as secret and confidential all Confidential Information, and the parties hereto recognize that Seller and Guarantor have acquired Confidential Information. Seller and Guarantor recognize that all such Confidential Information is and shall remain the sole property of the Buyer, free of any rights of Seller or Guarantor, and acknowledges that the Buyer and its Affiliates have a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, the Seller and Guarantor agree that at all times from after the date hereof, they will not, directly or indirectly, without the prior written consent of the Buyer, disclose to any person, firm, company or other entity (other than the Buyer or any of its Affiliates) any Confidential Information, except to the extent that (i) any such Confidential Information becomes generally available to the public or trade, other than as a result of a breach by the Seller or Guarantor of this Section 3, or (ii) any such Confidential Information becomes available to the Seller or Guarantor on a non-confidential basis from a source other than the Seller, Guarantor, Buyer or any of their Affiliates or advisors; provided, that such source is not known by the Seller or Guarantor to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller, Guarantor, Buyer or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Seller or Guarantor is required by law or legal process to disclose any Confidential Information; provided, that in such case, the Seller or Guarantor shall (a) give the Buyer prompt notice that such disclosure is or may be required, and (b) cooperate with the Buyer, at the Buyer's expense, in protecting, to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Seller and Guarantor under this Section 3 shall survive any termination of this Agreement.\n4. Non-Solicitation. At all times from and after the date of this Agreement and until the expiration of the Restricted Period, Seller and Guarantor shall not, directly, indirectly or otherwise by letters, circulars or advertisements, and whether for themselves or on behalf of any other person:\n(a) solicit or, directly or indirectly, cause to be solicited for employment, any persons who (i) are, at the time of solicitation of employment, employees of the Seller, Buyer or any of their respective Affiliates, or (ii) are, at the time of solicitation of employment, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates; or\n(b) employ or, directly or indirectly, cause to be employed, any persons who (i) are, at the time of such action, employees of the Buyer or any of its Affiliates, or (ii) are, at the time of such action, sales representatives or employees thereof, retained by the Buyer or any of its Affiliates;\nprovided, however, that this Section 4 shall not prohibit Seller or Guarantor from employing or soliciting the employment any person who (A) is an employee of Seller as of the Agreement Date and (B) is not offered employment by Buyer as of the Agreement Date.\n5. Right to Injunctive Relief. Seller and Guarantor acknowledge that any breach or threatened breach by it of any of the covenants or provisions contained herein will result in irreparable and continuing harm to the Buyer for which the Buyer would not have adequate remedy at law. Therefore, Seller and Guarantor acknowledges and agrees that, in addition to any other remedy which the Buyer may have at law or in equity, the Buyer shall be entitled to injunctive relief or other equitable remedies in the event of any such breach or threatened breach. Seller and Guarantor further acknowledges and agrees that monetary damages would be insufficient to compensate the Buyer in the event of a breach by Seller or Guarantor of any of the covenants or provisions contained herein, and that in the event of a breach thereof, the Buyer shall be entitled to specific performance of the obligations hereunder.\n6. Enforceability; Severability. If any provision of this Agreement shall be adjudicated to be invalid or unenforceable, then such provision shall be deemed modified, as to duration, territory or otherwise, so as to be enforceable as similar as possible to the provision at issue, in order to render the remainder of this Agreement valid and enforceable. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.\n7. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Seller and its successors and assigns, and shall be binding and inure to the benefit of the Buyer and its successors and assigns.\n8. Entire Agreement. This Agreement, together with the Purchase Agreement and the Transaction Documents, contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations and understandings among the Buyer and Seller with respect hereto. This Agreement may not be amended or modified except by a written instrument signed by the parties hereto.\n9. Governing Law; Venue.\n(a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Massachusetts, without giving effect to principles of conflicts of laws.\n(b) Unless otherwise explicitly provided in this Agreement, any Proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the County of Middlesex, Massachusetts. Each of Seller, Guarantor and Buyer:\n(i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Middlesex, Massachusetts and each appellate court located in the State of Massachusetts, in connection with any such Proceeding;\n(ii) agrees that each state and federal court located in the County of Santa Clara, California or Massachusetts shall be deemed to be a convenient forum;\n(iii) agrees not to assert, by way of motion, as a defense or otherwise, in any such Proceeding commenced in any state or federal court located in the County of Santa Clara, California or Massachusetts any claim that such Party is not subject personally to the jurisdiction of such court, that such Proceeding has been brought in an inconvenient forum, that the venue of such Proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and\n(iv) agrees that service in any action may be made by giving notice in accordance with Section 10.\n10. Notices. Any notice or other communication required or permitted to be delivered to any party shall be in writing and shall be deemed properly delivered, given and received when delivered, by hand, by registered mail, by courier or express delivery service, by facsimile, or by e-mail to the address or facsimile number set forth beneath the name of such party below, or to such other address or facsimile number as such party shall have specified in a written notice given to the other parties:\nif to the Seller or the Guarantor:\n Implant Sciences Corporation\n107 Audubon Road, #5\nWakefield, MA 01880-1246\nAttention:\nFacsimile: (781) 246-3561\nEmail: @implantsciences.com\nwith a copy to:\nEllenoff Grossman & Schole LLP\n370 Lexington Avenue\nNew York, NY 10017-6503\nAttention: Barry I. Grossman\n Facsimile: (212) 370-7889\n Email: bigrossman@egsllp.com\nif to the Buyer:\n E vans Analytical Group LLC\n810 Kifer Road\nSunnyvale, CA 94086\nAttention: Thomas B. Pfeil\nFacsimile: (408) 530-3899\nE-mail: tpfeil@eaglabs.com\n11. Headings. The headings of sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.\n12. Execution in Counterparts. 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Pursuant to discussions between Flow and Jag, Flow has disclosed to Jag that certain parties, some of whom who have been identified to Jag and others who have yet to be identified by Flow to Jag (the \u201cIntroduced Parties\u201d), may be interested in entering into certain transactions with Jag.\n 2. Jag agrees that once Flow has disclosed the Identity of any Introduced Party to Jag, Jag, its officers, directors, shareholders, employees and agents shall not have any contacts with the Introduced Party other than through Flow, unless Flow grants permission in writing for such contacts. Specifically, Jag agrees not to circumvent, avoid or bypass Flow, either directly or indirectly, in order to avoid payment of fees or commissions; or otherwise benefit, either financially or otherwise, from any information supplied to it in the context of any transaction with an Introduced Party.\n 3. This Agreement shall be governed by and construed and enforced in accordance local laws of the State of Florida applicable to agreements made and to be performed within the State, without regard to conflict of laws principles thereof.\n 4. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto and their respective principals, shareholders, heirs, officers, representatives, successors and assigns.\n 5. No waiver of any provisions hereof shall be valid unless it is in writing signed by the person against whom it is charged. No waiver of any provision herein shall constitute a waiver of any other provision hereof, or of the provision at any other time.\n 6. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to inure any obligation or liabilities on behalf of the other party.\n 7. This Agreement contains the whole agreement between the parties concerning the subject matter hereof and there are no collateral or precedent representation, agreements or conditions not specifically set forth herein.\n 8. Any modification or amendment of any provisions of this Agreement must be in writing, signed by the parties hereof and dated subsequent to the date hereof.\n 9. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever;\n(i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provisions held to be invalid, illegal or unenforceable) shall not in any way be effected or impaired thereby; and\n(ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable.\n IN WITNESS WHEREOF, the partied hereto have executed this Non-Circumvention/Non-Disclosure agreement on the day, month and year first written above.\nFlow Capital Advisor, Inc. JAG Media Holding, Inc.\nBy: /s/ Albert Auer By: /s/ Thomas J. Mazzarisi\n Name: Albert Auer Name: Thomas J. 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The purpose of this agreement. This agreement allows us to disclose confidential information to each other, to our own affiliates and to the other\u2019s affiliates, under the following terms. An \u201caffiliate\u201d is any legal entity that one of us owns, that owns one of us or that is under common control with one of us. \u201cControl\u201d and \u201cown\u201d mean possessing a 50% or greater interest in entity or the right to direct the management of the entity.\n2. Confidential Information.\na. What is included. \u201cConfidential Information\u201d is non-public information, know-how and trade secrets in any form that:\n\u2022 Are designated as \u201cconfidential\u201d; or\n\u2022 A reasonable person knows or reasonably should understand to be confidential.\nb. What is not included. The following types of information, however marked, are not confidential information. Information that:\n\u2022 Is, or becomes, publicly available without a breach of this agreement;\n\u2022 Was lawfully known to the receiver of the information without an obligation to keep it confidential;\n\u2022 Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;\n\u2022 Is independently developed; or\n\u2022 Is a comment or suggestion one of us volunteers about the other\u2019s business, products or services.\n3. Treatment of confidential information.\na. In general. Subject to the other terms of this agreement, each of us agrees:\n\u2022 We will not disclose the other\u2019s confidential information to third parties; and\n\u2022 We will use and disclose the other\u2019s confidential information only for purposes of our business relationship with each other.\nb. Security precautions. Each of us agrees:\n\u2022 To take reasonable steps to protect the other\u2019s confidential information. These steps must be at least as protective as those we take to protect our own confidential information;\n\u2022 To notify the other promptly upon discovery of any unauthorized use or disclosure of confidential information; and\n\u2022 To cooperate with the other to help regain control of the confidential information and prevent further unauthorized use or disclosure of it.\nc. Sharing confidential information with affiliates and representatives.\n\u2022 A \u201crepresentative\u201d is an employee, contractor, advisor or consultant of one of us or one of our respective affiliates.\n\u2022 Each of us may disclose the other\u2019s confidential information to our representatives (who may then disclose that confidential information to other of our representatives) only if those representatives have a need to know about it for purposes of our business relationship with each other. Before doing so, each of us must:\n\u2022 ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this agreement; and\n\u2022 accept responsibility for each representative\u2019s use of confidential information.\n\u2022 Neither of us is required to restrict work assignments of representatives who have had access to confidential information. Neither of us can control the incoming information the other will disclose to us in the course of working together, or what our representatives will remember, even without notes or other aids. We agree that use of information in representatives\u2019 unaided memories in the development or deployment of our respective products or services does not create liability under this agreement or trade secret law, and we agree to limit what we disclose to the other accordingly.\nd. Disclosing confidential information if required to by law. Each of us may disclose the other\u2019s confidential information if required to comply with a court order or other government demand that has the force of law. Before doing so, each of us must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order.\n4. Length of confidential information obligations.\na. Termination. This agreement continues in effect until one of us terminates it. Either of us may terminate this agreement for any reason by providing the other with 30 days\u2019 advance written notice. Termination of this agreement will not change any of the rights and duties made while this agreement is in effect.\nb. No other use or disclosure of confidential information. Except as permitted above, neither of us will use or disclose the other\u2019s confidential information for five years after we receive it. The five-year time period does not apply if applicable law requires a longer period.\n5. General rights and obligations.\na. Law that applies; jurisdiction and venue. The laws of the State of Washington govern this agreement. If federal jurisdiction exists, we each consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, we each consent to exclusive jurisdiction and venue in the superior court of King county, Washington.\nb. Compliance with law. Each of us will comply with all export laws that apply to confidential information.\nc. Waiver. Any delay or failure of either of us to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.\nd. Money damages insufficient. Each of us acknowledges that money damages may not be sufficient compensation for a breach of this agreement. Each of us agrees that the other may seek court orders to stop confidential information from becoming public in breach of this agreement.\ne. Attorneys\u2019 fees. In any dispute relating to this agreement the prevailing party will be entitled to recover reasonable attorneys\u2019 fees and costs.\nf. Transfers of this agreement. If one of us transfers this agreement, we will not disclose the other\u2019s confidential information to the transferee without the other\u2019s consent.\ng. Enforceability. If any provision of this agreement is unenforceable, the parties (or, if we cannot agree, a court) will revise it so that it can be enforced. Even if no revision is possible, the rest of this agreement will remain in place.\nh. Entire agreement. This agreement does not grant any implied intellectual property licenses to confidential information, except as stated above. We may have contracts with each other covering other specific aspects of our relationship (\u201cother contracts\u201d). The other contract may include commitments about confidential information, either within it or by referencing another non-disclosure agreement. If so, those obligations remain in place for purposes of that other contract. With this exception, this is the entire agreement between us regarding confidential information. It replaces all other agreements and understanding regarding confidential information. 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Confidential Information. The University will provide the Recipient with information relating to \u201cMethod for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen for Regulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)\u201d (the \u201cInformation\u201d) which includes, without limitation, any and all trade secrets, know-how, show-how, concepts, discoveries, inventions, research or technical data, and any other proprietary information. However, Recipient is under no obligation to maintain the confidentiality of Information which Recipient can show:\n(a) was public knowledge at the time of its disclosure to the Recipient,\n(b) became public knowledge during the term of this Agreement through no act or fault of the Recipient,\n(c) was in the possession of the Recipient prior to its disclosure, or\n(d) was lawfully acquired by the Recipient from a third party who was not under an obligation of confidentiality to the University.\n2. Ownership. The Information is and will at all times remain the exclusive property of the University and nothing in this Agreement grants the Recipient any right, title, interest or licence, implied or otherwise, in or to the Information.\n3. No Representation or Warranty. The Recipient acknowledges and agrees that the Information is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS.\n4. Use. The Recipient will not use the Information for any purpose other than to evaluate the Information for commercial potential. Without limiting the generality of the foregoing, the Recipient will not use the Information to develop, or cause to develop, all or part of any process or product whether for\ninternal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting from a breach of this provision or any other provision of this Agreement.\n5. Term. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice.\n6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement.\n7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will, on the direction of the University, return or destroy the Information and will not retain any photocopy or other reproduction of any part of the Information.\n8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breach of the same provision.\n9. Assignment. The Recipient will not assign all or part of this Agreement without the prior writter consent of the University.\n10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterpart, together with the other counterparts will constitute the entire Agreement.\n11. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court.\nIN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.\nUNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC.\nby its duly authorized officer: by its duly, authorized officer:\n/s/ David Jones /s/ Ronald Handford\nDavid Jones, Associate Director Name: Ronald Handford\nUniversity \u30fc Industry Liaison Office Title: President and CEO\nInternal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless and defends the University, its Board of Governors, directors, officers, employees, faculty, students and agents against any and all claims, demands, liabilities and expenses (including reasonable legal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from a breach of this provision or any other provision of this Agreement.\n5. TERM. The term of this Agreement will begin on the date of this Agreement and will end on October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30 days written notice.\n6. Non-Disclosure. Recipient will use best efforts to maintain the confidentiality of the Information both during and after the term of this Agreement and will not disclose the Information to any third party without the prior written consent of the University for a period of three years from the date of this Agreement.\n7. Return or Destruction of Information. At the written request of the University or upon expiry or earlier termination of this Agreement, Recipient will on the direction of the University, destroy the Information and will not retain any photocopy or other reproduction of my part of the Information.\n8. No Waiver. No provision of this Agreement will be deemed waived or any breach excused, unless such waiver or consent excusing the breach is in writing and signed by the University. A waiver of a provision of this Agreement will not be constructed to be a wavier of a subsequent breach of the same provision.\n9. Assignment. The recipient will not assign all or part of this Agreement without the prior written consent of the University.\n10. Entire Agreement and Counterpart. This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior proposals, negotiations, agreements, understandings, representations and warranties of any form or nature, whether oral or written, and whether express or implied, which may have been entered into between the parties relating to its subject matter. This Agreement may be signed in counterparts and faxed to the other party or parties, and each counterparts together with the other counterparts will constitute the entire Agreement.\n11. Governing Law and Jurisdiction. The Agreement will be governed by and construct under the laws of British Columbia and the applicable laws of Canada without reference to its conflict of law rules. Any action or proceeding brought to enforce the terms of this Agreement will be brought in a court in Vancouver, British Columbia, and the parties hereby consent and submit to the exclusive jurisdiction of such court.\nIN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.\nUNIVERSITY OF BRITISH COLUMBIA GENEMAX PHARMACEUTICALS INC.\nby its duly authorized officer by its duly authorized officer:\n/s/ David Jones /s/ Ronald Handford\nDavid Jones, Associate Director Name : Ronald Handford\nUniversity-Industry Liaison Office Title: President and CEO\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 37 - ], - [ - 38, - 87 - ], - [ - 88, - 96 - ], - [ - 97, - 367 - ], - [ - 367, - 394 - ], - [ - 394, - 408 - ], - [ - 409, - 428 - ], - [ - 428, - 432 - ], - [ - 433, - 462 - ], - [ - 462, - 605 - ], - [ - 605, - 620 - ], - [ - 620, - 648 - ], - [ - 649, - 783 - ], - [ - 784, - 813 - ], - [ - 813, - 1251 - ], - [ - 1251, - 1365 - ], - [ - 1366, - 1438 - ], - [ - 1439, - 1542 - ], - [ - 1543, - 1613 - ], - [ - 1614, - 1745 - ], - [ - 1746, - 1760 - ], - [ - 1760, - 1986 - ], - [ - 1987, - 2021 - ], - [ - 2021, - 2410 - ], - [ - 2411, - 2543 - ], - [ - 2543, - 2718 - ], - [ - 2719, - 2760 - ], - [ - 2760, - 3174 - ], - [ - 3175, - 3184 - ], - [ - 3184, - 3383 - ], - [ - 3384, - 3403 - ], - [ - 3403, - 3704 - ], - [ - 3705, - 3746 - ], - [ - 3746, - 4017 - ], - [ - 4018, - 4032 - ], - [ - 4032, - 4202 - ], - [ - 4202, - 4326 - ], - [ - 4327, - 4342 - ], - [ - 4342, - 4454 - ], - [ - 4455, - 4493 - ], - [ - 4493, - 4880 - ], - [ - 4880, - 5062 - ], - [ - 5063, - 5099 - ], - [ - 5099, - 5265 - ], - [ - 5265, - 5482 - ], - [ - 5483, - 5575 - ], - [ - 5576, - 5635 - ], - [ - 5636, - 5700 - ], - [ - 5701, - 5736 - ], - [ - 5737, - 5790 - ], - [ - 5791, - 5852 - ], - [ - 5853, - 5894 - ], - [ - 5894, - 6307 - ], - [ - 6308, - 6317 - ], - [ - 6317, - 6516 - ], - [ - 6517, - 6536 - ], - [ - 6536, - 6837 - ], - [ - 6838, - 6879 - ], - [ - 6879, - 7138 - ], - [ - 7139, - 7153 - ], - [ - 7153, - 7323 - ], - [ - 7323, - 7449 - ], - [ - 7450, - 7465 - ], - [ - 7465, - 7577 - ], - [ - 7578, - 7616 - ], - [ - 7616, - 8003 - ], - [ - 8003, - 8185 - ], - [ - 8186, - 8222 - ], - [ - 8222, - 8387 - ], - [ - 8387, - 8604 - ], - [ - 8605, - 8697 - ], - [ - 8698, - 8757 - ], - [ - 8758, - 8820 - ], - [ - 8821, - 8856 - ], - [ - 8857, - 8911 - ], - [ - 8912, - 8971 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 34, - 59 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 34, - 59 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 32, - 57 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 16, - 20 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 25, - 26, - 27, - 57 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001094038/000095013405007541/d23996exv10w4.htm" - }, - { - "id": 562, - "file_name": "1094348_0001144204-18-026846_tv493416_exd2.htm", - "text": "Exhibit (d)(2)\nFebruary 8th, 2018\nNICE Ltd.\n13 Zarchin Street\nRaanana\nIsrael\nNon-Disclosure Agreement\nLadies and Gentlemen:\nIn connection with your consideration of the possible business combination transaction (the \u201cTransaction\u201d) between you and Mattersight Corporation (the \u201cCompany\u201d), the Company and you expect to make available to one another certain nonpublic information concerning their respective businesses, financial condition, operations, technologies, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \u201cRepresentatives\u201d), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to a party or to its Representatives now or in the future during the term of this letter agreement by or on behalf of the disclosing party (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this letter agreement (this \u201cAgreement\u201d), and to take or abstain from taking certain other actions hereinafter set forth.\n1. Evaluation Material. The term \u201cEvaluation Material\u201d shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents prepared by each party or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto, which is not available to the general public. The term \u201cEvaluation Material\u201d does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party\u2019s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the disclosing party or any other party with respect to such information or (iv) is independently developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its nature to be confidential.\n2. Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party\u2019s relative competitive position to the other party or to other entities. It is further agreed that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material.\n3. Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other\u2019s Evaluation Material solely for the purpose of evaluating the Transaction. The receiving party shall hold the disclosing party\u2019s Evaluation Material strictly confidential and shall not disclose such Evaluation Material in any manner to, or permit the use thereof by, any person or entity other than its Representatives that who in each case have a \u201cneed to know\u201d (as defined below) or have access to such Evaluation Material in order to perform their responsibilities in connection with the Transaction and who are subject to obligations of confidentiality substantially similar to those imposed by this Agreement. A \u201cneed to know\u201d means that the Representative(s) requires access to the Confidential Information in order to accomplish or effect the Transaction. The receiving party shall be responsible for any breaches of the terms of this Agreement by its Representatives and the receiving party agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. The receiving party shall make only the number of copies of Evaluation Material necessary to disseminate the information to the Representatives and ensure that any confidentiality or copyright notices set forth on the Evaluation Material are reproduced in full on such copies. In no event may a receiving party reverse engineer, decompile, or disassemble any Evaluation Materials. The receiving party shall safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care. The receiving party shall provide the disclosing party with full and prompt written notice of any breach in the security or confidentiality of the Evaluation Material while in the receiving party or its Representatives possession or control, including potential breach resulting from an unauthorized intrusion.\n4. Non-Disclosure of Transaction. In addition, each party agrees that, without the prior written consent of the other party, such party and its Representatives will not disclose to any other person the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, that discussions are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto, or that the Transaction is being contemplated; provided, that a party may make such disclosure if, in the written opinion of such party\u2019s outside counsel, such disclosure is necessary to avoid committing a violation of law. In such event, the party required to make such disclosure shall comply with the provisions of paragraph 5 below.\n5. Required Disclosure of Evaluation Material. In the event that a party or its Representatives are required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the receiving party\u2019s securities are listed or quoted) to disclose (i) any of the other party\u2019s Evaluation Material or (ii) that discussions are taking place concerning the Transaction, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled by any requirement described in the first sentence of this paragraph 5 to disclose the other party\u2019s Evaluation Material to any third party, the party requested or required to make the disclosure or its Representative may disclose to such third party only that portion of the other party\u2019s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable best efforts to preserve the confidentiality of the other party\u2019s Evaluation Material, including, without limitation, by fully cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party\u2019s Evaluation Material by any third party to which disclosure is made (at the other party\u2019s expense).\n6. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n7. Sensitive Information. To the extent that any Evaluation Material may include extremely sensitive material or information of Company relating to pricing information, prospective client lists, patent information, trade secrets, or source code that is identified by the Company in writing as sensitive (\"Sensitive Information\u201d), you understand and agree that in addition to all of the restrictions applying to Evaluation Material you shall comply with the additional restrictions outlined in this Section 7. For purposes of Sensitive Information, each Representative must also be approved by the Company prior to receiving such Sensitive Information. Company will determine, in its sole discretion, whether the proposed Representative is able to exploit the Sensitive Information commercially. Representatives are not authorized to further disclose such Sensitive Information to any other Representative without prior authorization from Company. Furthermore, for certain components of Sensitive Information Company may have additional specific data security procedures, requirements and instructions to which the you or your Representatives must comply prior to receiving or using such Sensitive Information.\n8. Termination of Discussions. This letter agreement shall be in effect for a period of one year from the date hereof. Until a definitive agreement regarding the Transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to the Transaction by virtue of this Agreement or otherwise (other than with respect to the confidentiality and other matters set forth herein). Each party may, in its sole discretion, terminate discussions and negotiations with the other party at any time and for any reason. If either party decides that it does not wish to proceed with the Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of the disclosing party for any reason, each receiving party will promptly deliver to the disclosing party any and all Evaluation Material (and all copies thereof and extracts therefrom, whether in hard-copy form or intangible media, such as electronic mail or computer files) furnished to the receiving party or its Representatives by or on behalf of the disclosing party. In the event of such a decision or request, all Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, the receiving party shall provide written confirmation of such destruction. In no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder for a period of three (3) years from the date of this letter agreement.\n9. No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party\u2019s Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n10. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n11. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, each party agrees that for a period of one year from the date set forth above, without the other party\u2019s prior written consent, neither party nor its affiliates will solicit, directly or indirectly, to employ any person who is now employed by the other party or its affiliates and is directly involved in the discussions hereunder (a \u201cCovered Person\u201d). The term \u201csolicit to employ\u201d shall not be deemed to include: (i) general solicitations of employment not specifically directed toward employees of the other party, (ii) an event in which such Covered Person contacts the such party or its Representatives on the Covered Person\u2019s own initiative without any direct or indirect solicitation by or encouragement from such party or its Representatives, or (iii) such Covered Person is referred to such party by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by such party to solicit the employees of the other party.\n12. Independent Development. The disclosing party acknowledges that the receiving party may currently be, or may in the future become, a competitor of the disclosing party or may be engaged or in discussions with competitors of the disclosing party. The terms of this letter agreement shall not be construed to limit the receiving party\u2019s right to develop independently or acquire products without use of the Evaluation Material. The disclosing party acknowledges that receiving party may currently or in the future be developing information internally, or be receiving information from other parties, that may be similar or related to the Evaluation Material. Accordingly, nothing in this letter agreement shall be construed as a representation or inference that receiving party does not have or shall not develop, or have developed for it or for any third party, or engage any third party that has rights to, products, concepts, systems or techniques, that, without violation of this letter agreement, are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material.\n13. Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by Federal and state securities laws on the purchase or sale of securities by it or its Representatives have received material, nonpublic information (i.e., information that is (i) specific, (ii) non- public and (iii) likely to have a material effect on the market price of the issuer\u2019s securities if and when made public (such that a reasonable investor would consider the information material in deciding whether to buy, hold or sell the issuer\u2019s securities)) from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell securities.\n14. Standstill. You agree that, for the period ending the earlier of (i) one year from the effective date of this Agreement and (ii) the date the Company enters into a definitive agreement with another party with respect to a Transaction, you will not, and you will not authorize or permit any Representatives acting on your behalf to, without the prior approval of the Board of Directors of the Company, (a) acquire or make any proposal to acquire any securities or assets of the Company, (b) propose to enter into any merger, consolidation, business combination, restructuring, recapitalization or other extraordinary transaction of or involving Company or the purchase of a material portion of the assets of Company, (c) make or participate in any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of any securities of Company, (d) otherwise act or seek to control or influence the management, Board of Directors, or policies of Company, (e) form, join, or participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing, (f) disclose any intention, plan, or arrangement inconsistent with any of the foregoing, or (g) take any action which might require Company to make a public announcement regarding the possibility of the Transaction. Notwithstanding anything contained herein to the contrary, you are permitted to purchase equity securities in the ordinary course of business that does not in any event result in an aggregate ownership by you of more than 10% of the outstanding amount of any class of equity securities of Company.\n15. Miscellaneous. Each party acknowledges and agrees that money damages may not be an adequate remedy for an actual or threatened breach of this Agreement, and the nonbreaching party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law.\n16. Governing Law; Forum. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. In any dispute between the parties arising out of or relating to this Agreement, (i) each party irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and Federal courts located in the State of New York, (ii) if any action is commenced in state court, then, subject to applicable law, no party shall object to the removal of such action to any Federal court located in the State of New York, (iii) each party irrevocably waives the right to trial by jury and (iv) each party irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid.\n17. Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning confidentiality of their respective Evaluation Material, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party hereto, unless approved in writing by each such party.\n18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and the Company.\nVery truly yours,\nMATTERSIGHT CORPORATION\nBy: /s/ David B. Mullen\nName: David B. 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Definitions. The following terms shall have the meanings set forth below:\n1.1. \u201cConfidential Information\u201d includes all non-public information, whether written or oral (whatever the form or storage medium), or gathered by inspection, or acquired, directly or indirectly, by one Party or its Representatives from the other Party or its Representatives in connection with a Possible Transaction, regardless of whether such information is specifically identified as \u201cconfidential.\u201d The term \u201cConfidential Information\u201d does not include information which (i) was known to the Receiving Party or its Representatives or was in its or any of its Representatives\u2019 possession prior to the date of its disclosure pursuant to this Agreement (except for information which was previously disclosed to the Receiving Party or its Representatives under an obligation of confidentiality to the Disclosing Party or its Representatives and which continues to remain subject to those confidentiality obligations); (ii) is or becomes generally available to the public other than through an unauthorized disclosure by the Receiving Party or its Representatives in violation of this Agreement; (iii) becomes available to the Receiving Party or its Representatives from a source other than the Disclosing Party or its Representatives, provided that such source is not, to the Receiving Party\u2019s knowledge, prohibited from transmitting such Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation to the Disclosing Party or its Representatives; or (iv) is independently developed by the Receiving Party or any of its Representatives as demonstrated by the written records of such Party or Representatives which have not had access to the other Party\u2019s Confidential Information.\n1.2. \u201cPerson\u201dshall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, limited liability company or other entity.\n1.3. \u201cRepresentatives\u201d means a Party\u2019s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors.\n1.4. \u201cResiduals\u201d means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement.\n2. Confidential Information.\n2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement. Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party\u2019s prior written consent, except as provided below. The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party\u2019s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. The Receiving Party shall be responsible for any violations of any provision of this Agreement caused by any of the Receiving Party\u2019s Representatives.\n2.2. The Receiving Party acknowledges that the Evaluation Material is being furnished to the Receiving Party in consideration of the Receiving Party\u2019s agreement that it will not propose to the Disclosing Party or any other person any transaction between the Receiving Party and the Disclosing Party and/or its security holders or involving any of its securities or security holders unless the Disclosing Party shall have requested in writing that the Receiving Party make such a proposal, and that the Receiving Party will not acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Disclosing Party or any of the Disclosing Party\u2019s securities, businesses or assets for a period of two (2) years from the date of this Agreement unless the Disclosing Party shall have consented in advance in writing to any such action.\n2.3 The Receiving Party agrees that it will not use the Evaluation Material in any way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving Party agrees that it and its Representatives will not knowingly, as a result of knowledge or information obtained from the Evaluation Material or otherwise in connection with the Possible Transaction, directly or indirectly: (i) solicit, divert or attempt to solicit or divert any business or customer of the Disclosing Party or any of its affiliates; nor (ii) solicit, the employment of, employ, divert or attempt any of the foregoing with respect to, any employee of the Disclosing Party or any of its affiliates\n3. Use of Confidential Information for Evaluation; Disclosure. Neither the Receiving Party nor any of its Representatives shall use the Confidential Information for any purpose, other than evaluation of the Possible Transaction. Each Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that United States securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The restrictions on disclosure and use of Confidential Information in this Agreement shall extend until the earlier of (a) the expiration of the period set forth in Section 14 of this Agreement, (b) the Parties\u2019 entry into a separate, subsequent agreement that contains confidentiality and non-disclosure provisions that supersede this Agreement with respect to the Confidential Information, and (c) such time, if ever, the Confidential Information becomes publicly available (otherwise than through a breach of this Agreement). Except to the extent the Receiving Party\u2019s legal counsel advises the Receiving Party that disclosure is required by applicable law or regulatory authority, without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct the Receiving Party\u2019s Representatives not to, disclose to any other Person that such Confidential Information has been requested or made available, that discussions or negotiations are taking place concerning the Possible Transaction, or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof, or the term of this Agreement.\n4. Requested Disclosure of Confidentialdential Information.\n4.1 In the event that a Receiving Party or anyone to whom the Receiving Party transmits such Confidential Information pursuant to this Agreement is legally requested (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) or otherwise required to disclose any Confidential Information of a Disclosing Party, the Receiving Party will, except as prohibited by law, provide the Disclosing Party with written notice of same, prior to disclosing such Confidential Information, so that the Disclosing Party may seek an appropriate protective order and/or waive compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless legally compelled to disclose such Confidential Information, it may, without liability hereunder, furnish only that portion of such Confidential Information that is legally required and will exercise reasonable commercial efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.\n4.2 If either Party, in its sole judgment, determines that it is required by applicable securities laws to make disclosures or public statements prohibited by Paragraph 3, the Party may make such disclosures or public statements as may be required by securities laws. The Disclosing Party shall provide the other Party with prior notice to the extent practicable.\n5. No License; Use. Neither the execution of this Agreement, nor the furnishing of any materials or Confidential Information hereunder, shall be construed as granting or conferring any rights to the other Party, either expressly or by implication, estoppel or otherwise, any license under any trademark, patent, copyright, technological information or other information, or other intellectual property; provided, however, that a Person who has used or seen materials or information pursuant to this Agreement shall not be precluded from using or disclosing Residuals. Nothing in this Agreement shall be construed to limit the Receiving Party\u2019s right to independently develop information, materials, technology, or other products or services for itself or for others which may compete with the Disclosing Party so long as no disclosures or use in violation of this Agreement has been made by the Receiving Party. Furthermore, nothing herein shall be construed as a representation or inference by Receiving Party that it has not already developed, or may be in the process of developing, or may have already rightfully received or acquired from third parties, information similar to that Confidential Information to be disclosed by Disclosing Party hereunder.\n6. Ownership of Confidential Information. The Confidential information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return thereof at any time by written notice to the Receiving Party. Upon receipt of such notice, the Receiving Party shall (a) return to the Disclosing Party all Confidential Information received by the Receiving Party or its Representatives from the Disclosing Party or its Representatives; and (b) destroy and cause each of its Representatives to destroy each and every copy of any documents, drawings, data, memoranda and other written Materials together with any tapes and computer stored information or the parts thereof extracted from, embodying, containing or relating to such other party\u2019s Confidential Information; provided, however, that one (1) copy of the Confidential Information may be retained by the Receiving Party\u2019s outside counsel on a confidential basis for purposes of verification. Any destruction pursuant to (b) in the preceding sentence shall be promptly confirmed in writing.\n7. No Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives makes any representation or warranty hereunder as to the accuracy or completeness of any Confidential Information of the Disclosing Party or other information disclosed pursuant to this Agreement, each Party agrees to assume full responsibility for all conclusions it derives from the Confidential Information. The Receiving Party agrees that neither the Disclosing Party nor its Representatives shall have any liability hereunder to the Receiving Party or to any of the Receiving Party\u2019s Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities laws, or otherwise) as a result of the use of such Confidential Information by the Receiving Party and the Receiving Party\u2019s Representatives, it being understood that only those particular representations and warranties that may be made to the Receiving Party by the Disclosing Party or its affiliates in a definitive transaction agreement, when, as and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each Party and its respective Representatives hereby expressly disclaim any and all liability that may be based, in whole or in part, on errors or omissions in any Confidential Information furnished hereunder. Unless and until a definitive agreement (the \u201cDefinitive Agreement\u201d) with respect to a Possible Transaction has been executed and delivered by the Parties hereto, neither Party will be under any legal Obligation of any kind whatsoever to proceed with a Possible Transaction in whole or in part or to continue discussions relating thereto by virtue of this Agreement or any written or oral expression with respect to such a Possible Transaction by any of its Representatives. Prior to the execution and delivery of the Definitive Agreement, either party may terminate discussions and negotiations regarding a Possible Transaction at any time, wit lout any liability whatsoever, save for the obligations and duties specifically agreed to herein For the purposes hereof, the term \u201cDefinitive Agreement\u201d does not include an executed letter of intent or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid.\n8. Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, sent using a nationally recognized overnight courier to the following addresses or to such other address as the parties hereto may designate in writing:\nALCATEL LUCENT:\nALCATEL LUCENT\n600 Mountain Avenue\nMurray Hill, NJ 07974\nAttn: John R. McCord\nwith a copy to:\nALCATEL LUCENT\n600 Mountain Avenue\nMurray Hill, NJ 07974\nAttn: General Counsel\nMOTIVE:\nMOTIVE, INC.\n12515 Research Boulevard\nBuilding 5\nAustin, TX 78759\nUSA\nAttn: General Counsel\nAll such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided in this Section, upon delivery, (b) if sent by mail, three (3) business days after the same has been deposited in mail, addressed and postage prepaid as set forth above and (c) if delivered by overnight courier to the address as provided in this Section, on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section). Any Party from time to time may change its address, facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other Party hereto.\n9. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.\n10. Entire Agreement: Amendments: Consent to Assignment. This Agreement comprises the full agreement between the Parties concerning the subject matter hereof. This Agreement supersedes any prior understandings or agreements, regardless of form, between the Parties with respect to the subject matter hereof. No amendments, changes or modifications may be made to this Agreement without the express written consent of each of the Parties hereto. This Agreement and the rights and obligations of a Party hereunder may not be assigned, directly, indirectly, by operation of law or otherwise, by either Part) without the prior written consent of the other Party.\n11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. The state and federal courts located in New York shall have non-exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction and venue of these courts. Each Party waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in the state of New York and any claim that it may now or hereafter have that any such proceeding in any court in the state of New York has been brought in an inconvenient forum.\n12. Remedies; Legal Fees. Each Party acknowledges that the other would be irreparably injured if the Receiving Party breaches any of its obligations under this Agreement. The Parties each agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in the event of a breach by a Party or its Representatives, the other Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by a Party or its Representatives but shall be in addition to all other remedies available at law or equity to the non-breaching Party. Each Party expressly agrees to waive the defense that a remedy in damages will be adequate, and agrees to use its reasonable best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or any of its Representatives have breached this Agreement, then such Party shall be liable and pay to the other Party the reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including any appeal therefrom.\n13. Waiver. Each Party understands and agrees that no failure or delay by the other Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder.\n14. Term of Agreement. This Agreement and the obligations of the Parties hereunder shall terminate two years from the date hereof.\n15. Binding Effect. This Agreement shall benefit and be binding upon the Parties and their respective permitted successors and assigns.\n16. Construction. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party.\n17. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by overnight courier. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement.\nIN WITNESS WHEREOF, this Nondisclosure Agreement has been executed by the parties hereto as of the day and year first written above.\nAlcatel-Lucent\nBy: /s/ Scott M. Ashby\nName: Scott M. 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"text": "Mutual Non-Disclosure Agreement\nThis Agreement is made as of the 30th day of May, 2008 between e-Smart technologies, Inc., and all of its subsidiaries and affiliates acting through its offices located at 526 W. 26th St./Ste. 710, New York, N.Y. 10001 (\u201cE-SMART\u201d), and \u201cLee&Pak,.Ltd\u201d, a Korean corporation, and all of its subsidiaries and affiliates acting through its offices located at 1599-2 LG Edat Bldg 9th FI., Seocho-dong, Seocho-Gu, Seoul, Korea (\u201cLEE&PAK\u201d).\nBACKGROUND:\n1. For the limited and sole purpose, of evaluating E-SMART\u2019s business and LEE&PAK\u2019s technology in contemplation of a potential to be agreed, mutually acceptable business arrangement, it is contemplated that each of LEE&PACK will require access to certain Confidential Information, as hereinafter defined, of the other.\n2. Each party wishes to protect the confidentiality of its Confidential Information that may be disclosed hereunder.\nIN CONSIDERATION of the background and the mutual covenants and agreements herein contained, the parties hereto agree as follows:\nARTICLE 1\nINTERPRETATION\n1.01 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith:\n\u201cAgreement\u201d means this Agreement and all amendments made hereto by written agreement between LEE&PAK and E-SMART.\n\u201cBusiness Day\u201d means any day except Saturday, Sunday and statutory holidays observed in the Country of Korea.\n\u201cDisclosing Party\u201d is the party who is disclosing Confidential Information to the other party.\n\u201cConfidential Information\u201d shall mean any information belonging to a party or a related company (as hereinafter defined) which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as a standard practice and may include without limitation any and all financial information; any and all employment information; any and all technical and non-technical information, including patent, copyright, trade secret and similar proprietary information; any information related to current, future and proposed business information, plans, activities, products and services, computer software, and other technology, including without limitation, forecasts, market research, development, design details, specifications, financial information, procurement requirements, purchasing, manufacturing, contractor and subcontractor lists, and sales and merchandising plans (including such information of each and any affiliate, subsidiary, or the like) in any medium whatsoever, whether oral, written, machine readable data, through facsimile, electronic mail, postal service or otherwise, provided by or disclosed either directly or indirectly by the Disclosing Party to the Receiving Party whether such information is designated as confidential at the time of delivery or not. The term \u201cConfidential Information\u201d as used herein shall not include information:\n(I) which was generally available to or used by others, or the utility or value of such information is already generally known or recognized as a standard practice at the time it was communicated to the Receiving Party or subsequently becomes generally available or recognized as a standard practice through no fault or breach on the part of the Receiving Party;\n(ii) which the Receiving Party can demonstrate by a written or electronic document to have had rightfully in its possession free from any obligation of confidence at the time of disclosure;\n(iii) which the Receiving Party can demonstrate that it rightfully obtained free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by the Disclosing Party;\n(iv) which the Receiving Party rightfully obtained from a third party who has the-right to transfer or disclose it;\n(v) which the Receiving Party to whom it is disclosed hereunder can demonstrate was independently developed by such party or agents of that party without any use of the Confidential Information.\n\u201cEffective Date\u201d shall mean the 30th day of May, 2008.\n\u201cReceiving Party\u201d is the party who is the recipient of the other party\u2019s Confidential Information.\n\u201cRelated Company\u201d shall mean any corporation, company, or other entity which at the time of disclosure of Confidential Information: a) is controlled by a party hereto; b) Controls a party hereto; c) or is under common Control with a party hereto. For this purpose, \u201cControl\u201d means that more than fifty percent (50%) of the controlled entity\u2019s shares or ownership interest representing the right to make decisions for such entity that are owned or controlled, directly or indirectly, by the controlling entity.\n1.02 Applicable Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the country of Korea excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of Korea with respect to any matter arising hereunder or related hereto.\nARTICLE II\nNON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION\n2.01 Permitted Use. Neither party shall reverse engineer, patent around, or directly or indirectly, commercially exploit the Confidential Information of the other party or use same for the benefit of others. Each party\u2019s right to use the Confidential Information is limited to use for the benefit of the party disclosing the Confidential Information as necessary to carry out the stated purpose of this Agreement.\n2.02 No License. The disclosure of Confidential Information under this Agreement shall not be construed as granting to the Receiving Party any rights under any license or other rights to the Confidential Information of the Disclosing Party.\n2.03 Ownership of Confidential Information. The Confidential Information, and all rights thereto, which have been or will be disclosed to one of the parties shall remain the exclusive property of the Disclosing Party and shall he held in confidence by the Receiving Party for the other.\n2.04 Non-Disclosure. The Receiving Party agrees to use reasonable care, but in no event less than the same degree of care that it uses to protect its own Confidential Information of a similar nature, to prevent the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Each party shall only have the right to disclose the Confidential Information to its employees, agents and consultants on a \u201cneed to know\u201d basis; provided, however, that disclosure in any event shall only be made to such persons who have agreed in writing to protect the confidentiality of the Disclosing Party\u2019s information. Each party shall, prior to disclosing any Confidential Information to any such person, issue appropriate instructions to them and obtain all necessary undertakings to ensure that such Persons comply with the confidentiality and use obligations and restrictions contained In this Agreement with respect to the Confidential Information. These obligations shall survive termination or expiry of this Agreement. The Receiving Party may Disclose Confidential Information if required by law, provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior written notice of the requirement and provide reasonable assistance to enable the Disclosing Party to seek protection of its Confidential Information.\n2.05 Copies. Neither party shall copy nor reproduce the Confidential Information of the other party by any means whatsoever without the prior written consent of the Disclosing Party. Any Copies shall contain any proprietary or confidential notices which appear on the original of the Confidential Information.\n2.06 Disclaimer. Neither party makes any representation, warranty nor guarantee whatsoever to the other party with respect to Confidential Information. Neither party shall be liable for any errors or omissions in its Confidential Information, the use of, or the results of the use of, its Confidential Information.\nARTICLE III\nTERM AND TERMINATION\n3.01 Term. This agreement shall be effective from the Effective Date until terminated by either party in writing as provided for hereinbelow. And it shall hold good for two years (730 days) starting when both sides sign. The Receiving Party\u2019s obligation to protect the Disclosing Party\u2019s Confidential Information received prior to Termination shall survive termination or expiration as stated in Section 2.04. Confidential Information remains Confidential Information as defined.\n3.02 Termination. Either party may terminate this Agreement without cause, by giving the other party five (30) Business Days advance written notice.\n3.03 Return. Each party shall immediately upon the Termination of this Agreement or at any time upon the request of the Disclosing Party, discontinue use of the Confidential Information of the other and, if requested by the Disclosing Party, return same and all copies thereof which may be or\nhave been in such party\u2019s direct or indirect possession or control. If return is not requested, the Confidential Information shall be destroyed within ten (10) Business Days of the Termination of the Agreement and an officer\u2019s certificate to that effect provided by the Disclosing Party. Notwithstanding anything in this Agreement to the contrary, it is agreed that one copy of the Confidential Information may be made and retained by legal counsel of the Receiving Party as evidence of what was disclosed.\n3.04 Breach. Each party agrees that any breach of this Agreement may give rise to irreparable damage to the other party, the injury to the other party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for that breach. Each party agrees that the other party will be entitled, in addition to all other remedies that the other party may have and without showing or proving any actual damage sustained by it, to seek an injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this section.\nARTICLE IV\nGENERAL\n4.01 Notices. Any notice which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered by facsimile, by overnight courier or by certified or registered mail, return receipt requested, and shall be effective (a) upon receipt if delivered personally; (b) on the business day the notice is received by facsimile; (c) one business day after being sent by overnight courier; and (d) three (3) business days after being deposited in mail, postage prepaid. Such communications shall be addressed and directed to the parties listed below as follows or to such other addresses or to the attention of such other persons as any party may from time to time advise to the other party by notice In writing as provided for herein:\n(a) LEE&PAK, addressed to it at: 1599-2 LG Edat Bldg 9th Fl., Seocho-dong, Seocho-Gu Seoul, Korea\nand\n(b) e-Smart Technologies, addressed to it at: e-Smart Technologies, Inc. 526 W. 26th St./Ste. 710, New York, N.Y. 10001 Attention:\n4.02 Further Assurances. The parties at all times, and from time to time, and upon every reasonable written request to do so, shall make, do, execute, deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances, and things as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. Each party agrees to act in the utmost good faith of a level required by a trustee in the implementation of the obligations required hereunder.\n4.03 Freedom to Disclose. 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(the \"Company\"), Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value Partners II, L.P., Stilwell Value Partners VI, L.P., Stilwell Value Partners VII, L.P., Stilwell Value LLC, Stilwell Associates Insurance Fund of The S.A.L.I. Multi-Series Fund L.P., Stilwell Advisers LLC, and Joseph Stilwell, an individual, and their employees and representatives (collectively, the \"Stilwell Group\") and Spencer L. Schneider, a director nominee of the Stilwell Group (\"Schneider\").\nWHEREAS, the Company has agreed to place Schneider on its board of directors;\nWHEREAS, the Company, the Stilwell Group and Schneider have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described.\nNOW THEREFORE, for good and valuable consideration, the parties hereto mutually agree as follows:\n1. In connection with Schneider serving on the Company's board, Schneider and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Group's employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Company's insider trading and disclosure policies, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent the nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the Securities and Exchange Commission (the \"SEC\") set forth in Section 243.100(b)(2)(ii) of Regulation FD.\n2. Each of the Stilwell Group and Schneider represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms.\n3. Schneider hereby further represents and warrants to the Company that: (a) he satisfies all of the qualifications to be a director of the Company as set forth in Article III, Section 4 of the Company's bylaws and any additional applicable qualifications under the laws of the State of Washington or under the regulations of any bank regulatory authority, and that he is not in any way precluded from serving as a director by order or other action of any court, regulatory or other governmental authority; and (b) no event has occurred with respect to Schneider that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) of SEC Regulation S-K.\n4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and in conjunction therewith the Company shall not be required to post any bond.\n5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein.\n6. This Agreement shall be governed by, and construed in accordance with the laws of the State of Washington, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum.\n7. The terms and provisions of this agreement shall be deemed severable, and in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties.\n8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.\n9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto.\n10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.\nIN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as of the day and year first above written.\nTHE STILWELL GROUP FIRST FINANCIAL NORTHWEST, INC.\nBy: /s/ Joseph Stilwell By: /s/Victor Karpiak\nJoseph Stilwell Victor Karpiak, Chairman, President and Chief Executive Officer\nSPENCER L. SCHNEIDER\n/s/Spencer L. Schneider\nSpencer L. Schneider\n", - "spans": [ - [ - 0, - 9 - ], - [ - 10, - 34 - ], - [ - 35, - 414 - ], - [ - 414, - 655 - ], - [ - 656, - 733 - ], - [ - 734, - 892 - ], - [ - 893, - 990 - ], - [ - 991, - 1341 - ], - [ - 1341, - 1474 - ], - [ - 1474, - 1920 - ], - [ - 1920, - 2108 - ], - [ - 2108, - 2441 - ], - [ - 2442, - 2764 - ], - [ - 2765, - 2838 - ], - [ - 2838, - 3276 - ], - [ - 3276, - 3550 - ], - [ - 3551, - 4070 - ], - [ - 4071, - 4353 - ], - [ - 4354, - 4588 - ], - [ - 4588, - 4841 - ], - [ - 4842, - 5345 - ], - [ - 5346, - 5478 - ], - [ - 5479, - 5651 - ], - [ - 5652, - 5810 - ], - [ - 5811, - 5973 - ], - [ - 5974, - 6024 - ], - [ - 6025, - 6049 - ], - [ - 6049, - 6070 - ], - [ - 6071, - 6150 - ], - [ - 6151, - 6171 - ], - [ - 6172, - 6195 - ], - [ - 6196, - 6216 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 21 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001113303/000089291712000026/stilffnw13d120112am2ex3.htm" - }, - { - "id": 569, - "file_name": "1119985_0001047469-04-035924_a2147858zex-2_5.htm", - "text": "BILATERAL CONFIDENTIALITY AGREEMENT\n THIS BILATERAL CONFIDENTIALITY AGREEMENT (this \"Agreement\") is made as of the 12th day of November, 2002 (the \"Effective Date\") by and between STUART ENERGY SYSTEMS CORPORATION (\"Stuart Energy\"), a Canadian corporation having a principal place of business at 5101 Orbitor Drive, Mississauga, Ontario L4W 4V1 and HYDROGENICS CORPORATION (\"Hydrogenics\"), a Canadian corporation having a principal place of business at 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8.\n The parties are entering into discussions related to exploring the possibility of Stuart Energy and Hydrogenics cooperating in joint business initiatives for their mutual benefit, including, potentially, a business combination (the \"Discussions\"). During the course of such Discussions and any subsequent negotiations (the \"Negotiations\"), either party may have need of information from the other party that is regarded as confidential or may constitute a trade secret or other proprietary corporate information. Accordingly, the parties agree as follows:\n1. Confidential Information.\n(a) \"Confidential Information\" as used in this Agreement is defined as written or oral information or materials, in whatever form, that (i) is disclosed by one party (the \"Disclosing Party\") to the other party (the \"Receiving Party\") in connection with the Discussions and/or the Negotiations; and (ii) relates to the business and/or affairs of the Disclosing Party, and includes, but is not limited to, the business and marketing plans and strategies, customers, suppliers, distributors, agents, research and product development plans, products, product cycles, technology, operations, assets, intellectual property, know-how, software, source code, copyright works, trade-marks, concepts, ideas, data, designs, \"look and feel\" design elements, specifications, inventions, algorithms, formulae, processes, techniques, systems and improvements, partnerships, joint ventures, financial statements, financial projections, models, studies, and works in progress of the Disclosing Party.\n(b) \"Confidential Information\" as used in this Agreement shall not include:\n(i) information that is publicly known at the time of disclosure by the Disclosing Party or thereafter becomes publicly known (other than as a result of a breach of the obligations of the Receiving Party contained in this Agreement to maintain the confidentiality of such Confidential Information);\n(ii) information that is actually known to the Receiving Party prior to the time of receipt of such Confidential Information by the Disclosing Party;\n(iii) information that is furnished to the Receiving Party by a third party who, to the best of the Receiving Party's knowledge after due inquiry, is not bound by a confidentiality agreement with, or by an obligation of confidence to, the Disclosing Party;\n(iv) information that is independently acquired or developed by the Receiving Party without use of, or reference to, the Confidential Information of the Disclosing Party and without otherwise contravening the terms and provisions of this Agreement; and\n(v) information in regards to which the Disclosing Party authorizes in writing to the Receiving Party their release from the confidentiality and/or limited use obligations contained in this Agreement.\n2. Non-Disclosure. The Receiving Party shall, during the term of this Agreement and for a period of five (5) years after the termination of this Agreement, use reasonable care to maintain the confidentiality of Confidential Information and to limit its disclosure to only:\n(a) those of its directors, officers, employees, agents or professional advisors as have a need to know that Confidential Information in order that the objectives of the Discussions and Negotiations can be achieved; and\n(b) to any of its affiliates or subsidiaries so long as the affiliate or subsidiary understands and agrees that the Confidential Information is being provided subject to all terms and conditions of this Agreement.\nFor the purposes of this Agreement, the term \"reasonable care\" shall mean the same degree of care exercised by the Receiving Party with respect to its own information of the same nature as Confidential Information. Notwithstanding the foregoing, the Receiving Party shall be responsible for the compliance by any of the parties listed in subsections 2(a) and (b) above with the provisions of this Agreement. The Receiving Party shall issue written instructions to those parties listed in subsections 2(a) and (b) above requiring them to comply with the Receiving Party's obligations referred to in this Section 2 and to use the Confidential Information only to assist in achieving the objectives of the Discussions and Negotiations. Any failure on the part of any of those parties listed in subsections 2(a) and (b) above to comply with the written instructions will be deemed to be a breach of this Section 2 by the Receiving Party.\n3. Legally Required Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:\n(a) provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement; and\n(b) delay such disclosure as long as reasonably possible (without incurring liability for failure to make such a disclosure) to permit the Disclosing Party to seek a protection order and to allow for consultation with the Disclosing Party with respect to any reasonable alternatives to the required disclosure and with respect to the content of that disclosure.\nIn the event that a protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that Confidential Information which the Receiving Party's counsel advises by written opinion is legally required to be disclosed and, to the extent possible under the circumstances, shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information that is disclosed.\n4. Use of Confidential Information. Confidential Information shall not be copied or used by the Receiving Party for any purpose other than the Discussions and Negotiations. With regard to Confidential Information that is covered by copyrights belonging to the Disclosing Party, it is agreed that the Disclosing Party reserves all rights therein. However, the parties further agree that a limited number of copies of written information covered by such copyrights may be made by the Receiving Party so that the Receiving Party can adequately use such Confidential Information within the terms and conditions of this Agreement, provided that all proprietary legends and notices on the originals are also reproduced on such copies and that each copy is controlled by the Receiving Party as an original in accordance with the terms of this Agreement.\n5. Ownership of Confidential Information. Confidential Information shall remain the exclusive property of the Disclosing Party, that the Disclosing Party is entitled to protect, and the Receiving Party shall develop no rights in the Confidential Information as a result of the disclosure. The Receiving Party explicitly agrees that all Confidential Information disclosed under the terms of this Agreement is being received subject to the Disclosing Party's ownership rights in the Confidential Information and, further, subject to all relevant intellectual and/or proprietary property rights of the Disclosing Party, including the relevant laws governing patents, trademarks, copyrights, trade secrets and unfair competition. Nothing in this Agreement shall be construed as granting or conferring upon the Receiving Party, expressly, impliedly, or otherwise, any licenses or other rights under any patents, trademarks or any other intellectual and/or proprietary rights which the Disclosing Party now owns or may acquire after this Agreement takes effect.\n6. Return of Confidential Information. The Receiving Party shall, at its own expense, promptly return to the Disclosing Party all Confidential Information, including all written information, whether originals or copies of documents, records, summaries, analyses, and notes, and all materials in its possession that contain Confidential Information, regardless of who authored or generated such written information or materials, to the Disclosing Party immediately upon their request. If any of the Confidential Information is destroyed prior to the request, an adequate response to a return request of that Confidential Information by the Disclosing Party will be a written certificate, executed by an authorized officer of the Receiving Party, certifying that the relevant Confidential Information was destroyed. Additionally, the Receiving Party shall at the same time remove all digital representations, in any form, that contain any Confidential Information, from all electronic storage media in its possession or under its control.\n7. Information Regarding Existence of Discussions and Negotiations. During the term of this Agreement, except as required by law, no party shall issue any statement, confirm or otherwise disclose to the general public, to the news media or to any third party, except with the prior written consent of the other party both as to the content and timing of the disclosure (such consent not to be unreasonably withheld or delayed):\n(a) that the Discussions and/or Negotiations are taking or have taken place;\n(b) that the parties have exchanged information with a view toward the consummation of any agreement; or\n(c) the existence of this Agreement.\n8. No Warranty or Representation. The Disclosing Party makes no representation or warranty, express or implied, to the Receiving Party or any other person as to the accuracy or completeness of the Confidential Information and shall be under no obligation to update, supplement or amend the Confidential Information as a result of subsequent events or developments or for any other reason. The Disclosing Party shall have no liability, direct or indirect, to the Receiving Party or any other person as a result of the use of, or reliance on, any Confidential Information delivered to the Receiving Party pursuant to this Agreement.\n9. No Commitment to Enter Into Any Other Agreement(s). The parties agree that the execution of this Agreement does not in any way constitute a binding commitment on the part of either party to complete the Discussions or Negotiations or enter into any joint business initiative(s) or any other resulting transaction(s) with the other party.\n10. Right to Enjoin Disclosure. The parties acknowledge that this Agreement is necessary to protect their trade, commercial and financial interests, and that a Receiving Party's unauthorized disclosure or use of Confidential Information or other breach of this Agreement will result in immediate and irreparable harm that cannot be fully or adequately compensated by monetary damages. The parties accordingly agree that in addition to claiming damages, the Disclosing Party may seek a temporary restraining order and injunction to protect its Confidential Information. The Receiving Party will not raise the defence of an adequate remedy at law. This provision does not alter any other remedies available to the parties.\n11. Termination. Either party may terminate this Agreement by providing written notice to the other party. Notwithstanding termination, the obligations of limited use and nondisclosure under this Agreement shall remain in effect until expiration of the period referred to in Section 2.\n12. Amendment; Entire Agreement. This Agreement may only be amended by written agreement of both parties. This Agreement constitutes the entire agreement between the parties regarding confidentiality and use of Confidential Information disclosed in connection with the Discussions or the Negotiations. This Agreement supersedes all previous oral and written agreements, if any, between the parties regarding the confidentiality of information disclosed in connection with the Discussions or the Negotiations.\n13. No Assignment. Neither party may assign any of its rights or delegate any of its obligations under this Agreement, except with the prior written consent of the other party, unless the assignment is made to an affiliate of the assigning party or is part of the merger, sale or other transfer of all or substantially all of the assets of the assigning party used to carry out the business to which this Agreement pertains and all of the obligations under this Agreement are assumed by the assignee or transferee.\n14. Notices. Any notice, request or consent which may or is required to be given pursuant to this Agreement will be in writing and will be delivered or faxed as follows: if to Stuart Energy, to Stuart Energy Systems Corporation, 5101 Orbitor Drive, Mississauga, Ontario, L4W 4V1, Attention: R. Randall MacEwen, Vice President, Corporate Development, General Counsel and Corporate Secretary, facsimile number 905.282.7701, or if to Hydrogenics, to Hydrogenics Corporation, 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8, Attention: Jonathan Lundy, Vice President, Strategic Development and Corporate Secretary, facsimile number 905.361.3626 or to such other address as the relevant party may from time to time advise by notice in writing given in accordance with this Section 14. The time and date of receipt of any such notice, request or consent will be deemed to be the time and date of the actual receipt thereof.\n15. Invalidity of Provisions. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect any other provision of this Agreement and all other provisions of this Agreement shall continue in full force and effect.\n16. Governing Law. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereby submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.\n17. Counterparts. This Agreement may be executed in counterparts, and each such executed counterpart will be deemed to be an original instrument, but all such counterparts together will constitute one and the same instrument. This Agreement may be executed by facsimile transmission.\n IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date.\n STUART ENERGY SYSTEMS CORPORATION\n By: /s/ R. RANDALL MACEWEN\nR. Randall MacEwen\nVice President, Corporate Development\nI have authority to bind the company.\n HYDROGENICS CORPORATION\n By: /s/ JONATHAN LUNDY\nJonathan Lundy\nVice President, Strategic Development\nI have authority to bind the company.\n", - "spans": [ - [ - 0, - 35 - ], - [ - 36, - 37 - ], - [ - 37, - 504 - ], - [ - 505, - 506 - ], - [ - 506, - 754 - ], - [ - 754, - 1019 - ], - [ - 1019, - 1061 - ], - [ - 1062, - 1090 - ], - [ - 1091, - 1227 - ], - [ - 1227, - 1389 - ], - [ - 1389, - 2074 - ], - [ - 2075, - 2150 - ], - [ - 2151, - 2449 - ], - [ - 2450, - 2599 - ], - [ - 2600, - 2856 - ], - [ - 2857, - 3109 - ], - [ - 3110, - 3310 - ], - [ - 3311, - 3330 - ], - [ - 3330, - 3583 - ], - [ - 3584, - 3803 - ], - [ - 3804, - 4017 - ], - [ - 4018, - 4233 - ], - [ - 4233, - 4377 - ], - [ - 4377, - 4426 - ], - [ - 4426, - 4527 - ], - [ - 4527, - 4751 - ], - [ - 4751, - 4830 - ], - [ - 4830, - 4951 - ], - [ - 4952, - 4984 - ], - [ - 4984, - 5101 - ], - [ - 5102, - 5313 - ], - [ - 5314, - 5675 - ], - [ - 5676, - 6215 - ], - [ - 6216, - 6252 - ], - [ - 6252, - 6389 - ], - [ - 6389, - 6562 - ], - [ - 6562, - 7062 - ], - [ - 7063, - 7105 - ], - [ - 7105, - 7352 - ], - [ - 7352, - 7789 - ], - [ - 7789, - 8118 - ], - [ - 8119, - 8158 - ], - [ - 8158, - 8603 - ], - [ - 8603, - 8933 - ], - [ - 8933, - 9155 - ], - [ - 9156, - 9224 - ], - [ - 9224, - 9583 - ], - [ - 9584, - 9660 - ], - [ - 9661, - 9765 - ], - [ - 9766, - 9802 - ], - [ - 9803, - 9837 - ], - [ - 9837, - 10192 - ], - [ - 10192, - 10433 - ], - [ - 10434, - 10489 - ], - [ - 10489, - 10774 - ], - [ - 10775, - 10807 - ], - [ - 10807, - 11160 - ], - [ - 11160, - 11344 - ], - [ - 11344, - 11421 - ], - [ - 11421, - 11495 - ], - [ - 11496, - 11513 - ], - [ - 11513, - 11603 - ], - [ - 11603, - 11781 - ], - [ - 11782, - 11815 - ], - [ - 11815, - 11888 - ], - [ - 11888, - 12084 - ], - [ - 12084, - 12290 - ], - [ - 12291, - 12310 - ], - [ - 12310, - 12805 - ], - [ - 12806, - 12819 - ], - [ - 12819, - 13097 - ], - [ - 13097, - 13450 - ], - [ - 13450, - 13589 - ], - [ - 13589, - 13726 - ], - [ - 13727, - 13757 - ], - [ - 13757, - 14027 - ], - [ - 14028, - 14047 - ], - [ - 14047, - 14217 - ], - [ - 14217, - 14330 - ], - [ - 14331, - 14349 - ], - [ - 14349, - 14557 - ], - [ - 14557, - 14614 - ], - [ - 14615, - 14616 - ], - [ - 14616, - 14701 - ], - [ - 14702, - 14703 - ], - [ - 14703, - 14736 - ], - [ - 14737, - 14738 - ], - [ - 14738, - 14764 - ], - [ - 14765, - 14783 - ], - [ - 14784, - 14821 - ], - [ - 14822, - 14859 - ], - [ - 14860, - 14861 - ], - [ - 14861, - 14884 - ], - [ - 14885, - 14886 - ], - [ - 14886, - 14890 - ], - [ - 14890, - 14908 - ], - [ - 14909, - 14923 - ], - [ - 14924, - 14961 - ], - [ - 14962, - 14999 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 35, - 38, - 39, - 40 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8, - 9, - 10, - 46, - 47, - 48, - 49 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 8, - 10 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 62 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 11, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 42, - 44 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 20 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 34, - 36 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 29, - 30 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 11, - 12, - 15 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18, - 19, - 20 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 34 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001119985/000104746904035924/a2147858zex-2_5.htm" - }, - { - "id": 570, - "file_name": "1142512_0001193125-14-269726_d757168dex99e3.htm", - "text": "Exhibit (e)(3)\nMUTUAL NONDISCLOSURE AGREEMENT\nZIPREALTY, INC.\nTHIS AGREEMENT is made as of April 25, 2014 by and between ZipRealty, Inc., a Delaware corporation (\u201cZipRealty\u201d), and Realogy Holdings Corp., a Delaware corporation (\u201cCompany\u201d).\n1. Permitted Purpose. ZipRealty and Company wish to explore a potential business opportunity under which each party (the \u201cdisclosing party\u201d) may disclose its Confidential Information to the other party (the \u201creceiving party\u201d) solely for the purpose of that potential business opportunity (the \u201cPermitted Purpose\u201d).\n2. Definition of Confidential Information. \u201cConfidential Information\u201d means any information, technical data, trade secrets or know-how of the disclosing party or its customers, vendors, business partners or investors that is provided to the recipient party by or on behalf of the disclosing party, either directly or indirectly, whether in writing, orally or by observation, including, but not limited to, research, products, services, product plans, clients, client lists, lead lists, markets, marketing, expansion plans, databases, software, developments, inventions, processes, technology, maskworks, designs, drawings, engineering, hardware configuration information, finances, financial results or other business information, in each case which the disclosing party considers to be confidential or proprietary. Confidential Information does not include information, technical data, trade secrets or know-how that: (i) is in the possession of, or becomes available to, the receiving party on a non-confidential basis, as shown by the receiving party\u2019s files and records, and such information was received from a source not known by the receiving party to be bound by any obligation not to disclose the information, (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is approved for release by the disclosing party in writing.\n3. Non-Disclosure of Confidential Information. ZipRealty and Company agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except the Permitted Purpose. Neither party will disclose any Confidential Information of the other party to third parties except those directors, officers, employees, consultants and agents (collectively, \u201cRepresentatives\u201d) who need to have the information in order to carry out the Permitted Purpose. Each party has had or will have each of its Representatives who has access to Confidential Information of the other party agree to maintain the confidentiality thereof in accordance with the terms of this Agreement. In any event, each party will be liable for any breach of this Agreement by any of its Representatives. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or nonpermitted use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures will include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information that may come to its attention.\n4. Disclosure Required by Law. In the event that the receiving party or any of its Representatives is requested or required by legal process to disclose any of the Confidential Information of the disclosing party, the receiving party will, if legally permissible, give prompt written notice to the disclosing party so that the disclosing party may seek, at its expense, a protective order or other appropriate relief. In the event that such protective order is not obtained, the receiving party or its Representatives will disclose only that portion of the Confidential Information that, in the advice of its counsel, it is legally required to disclose.\n5. Return of Materials. Any materials or documents that have been furnished by or on behalf of the disclosing party to the receiving party or its Representatives will, promptly upon the disclosing party\u2019s request, at the receiving party\u2019s option, either (i) be returned to the disclosing party, and all copies of such documentation will be destroyed, or (ii) be destroyed (along with all copies of such documentation), such destruction to be certified in writing to the disclosing party.\n6. Information Provided As Is. Each disclosing party acknowledges that it has attempted in good faith to provide accurate information to the receiving party. Notwithstanding that attempt, the disclosing party makes no representations or warranties, express or implied, to the receiving party regarding, and the receiving party may not rely on, the completeness or accuracy of any information provided to the receiving party.\n7. No License Granted. Nothing in this Agreement is intended to grant any rights to either party or any of its Representatives under any patent, copyright, trade secret or other intellectual property right, nor does this Agreement grant either party or any of its Representatives any rights in or to the other party\u2019s information, except the limited right to use such information solely for the Permitted Purpose.\n8. No Trading on Inside Information. Company is aware, and will advise its Representatives who are provided any Confidential Information of ZipRealty, of the restrictions imposed by federal securities laws on the purchase or sale of ZipRealty\u2019s securities by any person who has received material non-public information from ZipRealty or its Representatives and on the communication of such information to any other person when it is reasonably foreseeable that such other person may purchase or sell ZipRealty\u2019s securities while in possession of such information. Company agrees to require its Representatives to comply with these restrictions.\n9. Public Company Standstill. Unless previously approved by the Board of Directors of the disclosing party, each receiving party will not, and will instruct and use its best efforts to cause its Representatives not to, directly or indirectly:\n(a) inquire about, announce or make any offer or proposal (including, without limitation, any offer or proposal to the stockholders of the disclosing party) concerning an Acquisition Transaction (as defined below);\n(b) knowingly encourage, solicit or discuss with, or provide any Confidential Information of the disclosing party to, any person or entity with respect to any inquiry or announcement regarding or the making of any offer or proposal concerning any Acquisition Transaction;\n(c) otherwise knowingly facilitate or participate in any effort or attempt to make or implement any Acquisition Transaction;\n(d) participate in any \u201csolicitation\u201d of \u201cproxies\u201d to vote (as such terms are used in the rules and regulations of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of, any securities of the disclosing party;\n(e) otherwise act or seek to control or influence the management, Board of Directors or other policies of the disclosing party; or\n(f) request the disclosing party or any of its Representatives to amend or waive any provisions of this paragraph 9.\nAs used in this paragraph 9, \u201cAcquisition Transaction\u201d means any acquisition or exchange of all or any material portion of the assets of, or 15% or more of the equity interest in, the disclosing party or any of its subsidiaries (by purchase on the Nasdaq National Market or New York Stock Exchange, as applicable, direct purchase from the other party, tender or exchange offer or otherwise) or any business combination, merger or similar transaction (including an exchange of stock or assets) with or involving the disclosing party or any it its subsidiaries.\n10. No Recruitment of Other Party\u2019s Employees.\n(a) No Company Representative with knowledge of the potential business opportunity being explored will, directly or indirectly, recruit or solicit for hire any of the employees of ZipRealty set forth on Exhibit A, or aid anyone else in recruiting or soliciting for hire any of such employees, or induce or otherwise encourage any of such employees to leave their employment with ZipRealty, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence.\n(b) No ZipRealty Representative with knowledge of the potential business opportunity being explored will, directly or indirectly, recruit or solicit for hire any of the employees of Company set forth on Exhibit B, or aid anyone else in recruiting or soliciting for hire any of such employees, or induce or otherwise encourage any of such employees to leave their employment with Company, provided that general, non-targeted advertisements or solicitations through independent employment recruiters will not be deemed to breach the foregoing provisions of this sentence.\n11. No Conflicting Obligations. Each disclosing party hereby represents and warrants that it may rightfully disclose the Confidential Information to the receiving party, and enter into the potential business opportunity being explored, in each case without violating any contractual, legal, fiduciary or other obligation to any person. The representing party shall indemnify and hold harmless the other party against any damages, costs and expenses (including reasonable attorneys\u2019 fees) incurred in connection with any misrepresentation by the representing party in the foregoing sentence.\n12. Entire Agreement. This Agreement sets forth the entire understanding of the parties concerning the matters set forth herein. Further this Agreement shall supersede the Mutual Nondisclosure Agreement between the parties effective March 28, 2014 (the \u201cMarch NDA\u201d), provided however that the March NDA shall apply to the parties\u2019 communications subject to the terms of the March NDA from March 28, 2014 until the effective date of this Agreement. Except as set forth in this Agreement, neither party will be committed in any way concerning the potential business opportunity being explored unless and until a definitive written agreement with respect thereto is duly authorized and executed by the appropriate officers of both parties.\n13. Governing Law and Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to its conflict-of-laws principles. The federal and state courts within the State of California will have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party irrevocably consents to the personal jurisdiction of such courts and expressly waives any objection to such jurisdiction based on inconvenient forum or otherwise.\n14. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party\u2019s business and expressly agrees that monetary damages may be inadequate to compensate the other party for any breach by either party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.\n15. Miscellaneous. This Agreement will be binding upon and for the benefit of the undersigned parties, their successors and assigns. Failure to enforce any provision of this Agreement will not constitute a waiver of any term hereof. This Agreement may not be amended except by a writing signed by both ZipRealty and Company.\n16. Term. The foregoing commitments in this Agreement will survive any termination of discussions between the parties, and will continue for a period of two (2) years following the date of this Agreement, except to the extent explicitly terminated in writing by both ZipRealty and Company.\nZIPREALTY, INC. REALOGY HOLDINGS CORP.\nLOGO LOGO\nBy: By:\nPrint Name: CHARLES BAKER Print Name: Michael Ryan Gorman\nPrint Title: PROJ. 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Provider and Recipient shall each be referred to herein individually, as a \u201cParty\u201d and collectively, as the \u201cParties.\u201d\n1. General. In connection with the consideration of a possible negotiated transaction (a \u201cPossible Transaction\u201d) between the Parties, Provider is prepared to make available to Recipient certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and Recipient hereby agrees to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201caffiliates\u201d shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.\n(b) The term \u201cBeneficial Ownership\u201d when used with reference to a security shall have the meaning ascribed to it under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d), except that for purposes of this definition, the term security shall include any option, warrant, or convertible security regardless of exercise or conversion date, and also include any stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the security or with a value derived in whole or in part from the value of the security, whether or not such instrument or right shall be subject to settlement in securities or otherwise and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of the security\n(c) The term \u201cEvaluation Material\u201d means information (whether oral, written, electronic or otherwise) concerning Provider which has been or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient\u2019s evaluation of a Possible Transaction, including Provider\u2019s business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient\u2019s possession prior to its being furnished to Recipient by or on behalf of the Provider, provided that such information is not known by Recipient or its Representatives (after reasonable inquiry) to be subject to a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to Recipient or its Representatives from a source other than Provider or its Representatives, provided that such source is not known by Recipient or its Representatives (after reasonable inquiry) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information, or (iv) is independently developed by Recipient or its Representatives without use or benefit of the Evaluation Material.\n(d) The term \u201cRepresentatives\u201d shall mean the directors, officers, employees, agents, counsel, accountants, consultants, potential financing sources and advisors of a Party who have a good faith need to know Evaluation Material for purposes of evaluating and/or implementing a Possible Transaction.\n(e) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Recipient shall, and shall direct its Representatives to, use the Evaluation Material solely for the purpose of evaluating and/or implementing a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and will direct its Representative not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient\u2019s Representatives who have a good faith need to know such information for the sole purpose of helping Recipient evaluate and/or implement a Possible Transaction; provided, further, that Recipient advises each of its Representatives of the confidentiality terms of this agreement applicable to Representatives. Recipient agrees to be responsible for any breach of this Agreement by any of Recipient\u2019s Representatives.\nThis Agreement does not grant Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein. In addition, all proprietary and intellectual property rights in and to the Evaluation Material shall remain the sole property of Provider, and nothing in this Agreement shall be construed in any way to grant to Recipient or its Representatives or any other Person any express or implied option, license or other right, title or interest in or to any Evaluation Material, or to any intellectual property rights embodied in such Evaluation Material.\nNotwithstanding the foregoing, Vista Equity Partners III, LLC and/or its affiliates is engaged in the purchase and acquisition of, and investment in, software and technology-enabled companies. Accordingly, the mere purchase or acquisition of, or investment in, any other company without otherwise proving that this Agreement has been breached will not be deemed to be a breach of this Agreement.\n4. Non-Disclosure of Discussions. Subject to Section 5, Recipient agrees that, without the prior written consent of Provider, Recipient will not, and it will cause its Representatives not to, disclose to any other Person (i) that Evaluation Material has been provided to Recipient or Recipient\u2019s Representatives, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or other transaction with the Provider or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof).\n5. Legally Required Disclosure. If Recipient or its Representatives are requested or required (by law, rule, regulation or any similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, Recipient shall (only to the extent legally permissible and reasonably practicable) provide Provider with prompt written notice (email is permissible) of any such request or requirement together with copies of the material proposed to be disclosed so that Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by Provider, Recipient or any of its Representatives is nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or would otherwise be liable for contempt or suffer other censure or penalty, Recipient or its respective Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which Recipient or its Representatives is legally required to disclose, provided that Recipient and/or its Representatives provide commercially reasonable assistance to Provider at Provider\u2019s sole expense to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. Any reasonable out-of-pocket expenses incurred by Recipient or its Representatives in providing such assistance shall be paid or reimbursed by Provider within 10 business days of Recipient or its Representatives providing Provider notice of such expenses. Notwithstanding anything to the contrary herein, Recipient and its Representatives shall be permitted to disclose any Evaluation Material without notice when pursuant to a routine, ordinary course supervisory examination or regulatory oversight by a regulator, bank examiner or self-regulatory organization, provided that such examination or oversight is not specifically directed at the Evaluation Material or a Possible Transaction.\n6. \u201cClick Through\u201d Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which Recipient or its Representatives are granted access in connection with this Agreement or a Possible Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that Recipient\u2019s and its Representatives\u2019 confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the Parties hereto in traditional written format.\n7. Return or Destruction of Evaluation Material. Upon the written request (email is permissible) of Provider for any reason, Recipient will, and will direct its Representatives to, within ten business days after receipt of such notice or request, destroy or return all Evaluation Materials except to the extent stored as automated electronic \u201cback-up\u201d data in the ordinary course of business. The choice of which to destroy or return is at the sole discretion of Recipient and its Representatives. Recipient shall provide to Provider a certificate of compliance with the previous sentence signed by an executive officer of Recipient (email is permissible). Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by Recipient\u2019s obligations hereunder with respect to such Evaluation Material. Notwithstanding the foregoing, Recipient and its Representatives may maintain a copy of the Evaluation Material to the extent required by any applicable law, regulation or document retention policy.\n8. No Solicitation/Employment. Recipient will not, within one year from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the key employees of Provider with whom Recipient has had contact or of whom Recipient has become aware as a result of Recipient\u2019s investigation contemplated herein, so long as they are employed by Provider and for one month after they cease to be employed by Provider. Recipient is not prohibited from soliciting or hiring any employee of Provider who (i) responds to a general solicitation of employment through an advertisement not specifically targeted at Provider or its employees, (ii) is referred to Recipient by search firms, employment agencies, or other similar entities, provided that such entities have not been specifically instructed by Recipient to solicit employees of Provider and (iii) contacts Recipient on his or her own initiative without any direct or indirect solicitation or encouragement.\n9. Standstill. Recipient\u2019s Beneficial Ownership of the Provider\u2019s capital stock as of the Effective Date is set forth on Schedule A attached hereto. Recipient agrees that, for a period of one year after the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by Provider, neither it nor any of its affiliates who have been provided Evaluation Material, will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any equity securities (or beneficial ownership thereof) or all or substantially all of the assets of Provider or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving Provider or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Provider or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Provider;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) with respect to the securities of Provider;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving Provider or its equity securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of Provider;\n(e) take any action which might force Provider to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nRecipient also agrees during the Standstill Period not to publicly request (or request in a manner or under circumstances that would reasonably require public disclosure of such request) Provider (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 9 (including this sentence).\nRecipient further agrees that unless otherwise directed by Provider in writing (i) all communications with the Provider regarding a Possible Transaction, (ii) requests for additional information, facility tours, or management meetings, and (iii) discussions or questions regarding procedures with respect to a Possible Transaction, will be submitted or directed by Recipient or its Representatives only to Ethan Zweig of Citigroup Global Markets Inc., as Provider\u2019s financial advisor, or a person or persons designated in writing by Mr. Zweig, unless otherwise agreed to by the Provider.\n10. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, Recipient acknowledges and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n11. Compliance with Securities Laws. Recipient acknowledges that the Evaluation Material may include material nonpublic information (within the meaning of the securities laws of the United States) with respect to Provider.\n12. Not a Transaction Agreement. Recipient understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and Recipient hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until the Parties shall have entered into a final definitive agreement for a Possible Transaction. Recipient also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither of the Parties will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. None of the Parties are under any obligation to accept any proposal regarding a Possible Transaction and the Parties may terminate discussions and negotiations at any time.\n13. No Representations or Warranties; No Obligation to Disclose. Recipient understands and acknowledges that neither Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of Provider and shall have no liability to Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to Recipient or its respective Representatives or any errors therein or omissions therefrom. As to the information delivered to Recipient, Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating Provider to provide, or to continue to provide, any information to any Person.\n14. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of one of the Parties hereto except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n15. Remedies. Recipient understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by Recipient or any of its Representatives and that Provider shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for Provider for a breach by Recipient or its Representatives of this Agreement, but shall be in addition to all other remedies available at law or equity to Provider.\n16. Legal Fees. In the event of a final, non-appealable order by a court of competent jurisdiction relating to a breach of this Agreement, the non-prevailing party shall reimburse the prevailing party the reasonable legal fees and costs incurred by the prevailing party in connection with such litigation, including any appeal therefrom.\n17. Governing Law. This Agreement is for the benefit of each of the Parties and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state.\n18. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n19. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either of the Parties by virtue of the authorship at any of the provisions of this Agreement.\n20. Term. This Agreement, and all obligations and other provisions hereunder, shall terminate two years after the date of this Agreement.\n21. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter.\n22. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument.\n23. Consent to Representation. This agreement also constitutes notice to Recipient that Provider has engaged DLA Piper LLP (US) as its legal counsel in connection with the Possible Transaction, and Recipient hereby (i) consents to the continued representation of Provider by DLA Piper LLP (US) in relation to the Possible Transaction notwithstanding the fact that DLA Piper LLP (US) may have represented, and may currently or in the future represent, Recipient and/or any of its respective affiliates with respect to unrelated matters and (ii) waive any actual or alleged conflict and actual or alleged violation of ethical or comparable rules applicable to DLA Piper LLP (US) that may arise from its representation of Provider in connection with the Possible Transaction, including but not limited to representing Provider\nagainst Recipient and/or its affiliates in litigation, arbitration, or mediation in connection therewith. In addition, Recipient hereby acknowledges that the consent and waiver under this paragraph is voluntary and informed, and that Recipient has obtained independent legal advice with respect to this consent and waiver. Recipient further agrees that they are each aware of the extent of their respective relationships, if any, with DLA Piper LLP (US), and do not require additional information from DLA Piper LLP (US) in order to understand the nature of this consent. If Recipient has any questions regarding this paragraph, please contact Michael Kagnoff at DLA Piper LLP (US) at (858) 638-6722 or michael.kagnoff@dlapiper.com. DLA Piper LLP (US) is an express third party beneficiary of this paragraph.\nIN WITNESS WHEREOF, each of the undersigned entitles has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nTHE ACTIVE NETWORK, INC.\nADDRESS FOR NOTICE:\n10182 Telesis Court\nSan Diego, California 92121\nAttn: Jon Belmonte\n Interim Chief Executive Officer\nBy: LOGO\n Name: Jon Belmonte\n Title: Interim Chief Executive Officer\nDate: 8/7/2013\nVISTA EQUITY PARTNERS III, LLC\nADDRESS FOR NOTICE:\n150 California Street, 19th Floor\nSan Francisco, CA 94111\nAttn: Christina Lema\n General Counsel\nBy: LOGO\n Name: Christina Lema\n Title: General Counsel\nDate: 8/7/2013\nSchedule A\nBeneficial Ownership\nRecipient currently owns 1,270,738 shares of Provider\u2019s capital stock.\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 39 - ], - [ - 40, - 78 - ], - [ - 79, - 323 - ], - [ - 323, - 440 - ], - [ - 440, - 441 - ], - [ - 442, - 454 - ], - [ - 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(the \u201cMeru\u201d), for itself and its Affiliates, and Fortinet, Inc., for itself and its Affiliates (collectively, \u201cCompany\u201d).\nMeru and the Company are evaluating a potential mutually agreed acquisition, business combination, tender offer, financing, joint venture or development, product line acquisition or other similar transaction (\u201cTransaction\u201d) in connection with which each party may disclose certain information, including Confidential Information (as defined below), to the other. As a condition to such information being furnished to the other party, each receiving party agrees to treat, and agrees to cause its subsidiaries and other entities controlled, directly or indirectly, by such party (\u201cAffiliates\u201d) and the respective directors, officers, employees, agents, contractors, representatives, consultants, accountants, attorneys and advisors of such party and its Affiliates (collectively with such Affiliates, \u201cAssociates\u201d) to treat, the other party\u2019s Confidential Information in accordance with the provisions of this agreement, and to take or abstain from taking certain other actions, as described in this agreement. A party disclosing Confidential Information hereunder is referred to herein as the \u201cdisclosing party\u201d and a party receiving the Confidential Information of a disclosing party hereunder is referred to herein as the \u201creceiving party.\u201d\n1. Non-Disclosure of Confidential Information.\n\u201cConfidential Information\u201d means any information, technical data or know-how, software, data and analysis, including without limitation information relating to or including released or unreleased products and services, product development efforts, the marketing or promotion of any product, business policies or practices, business plans and forecasts, financial results, potential transactions and business combinations, the fact the parties are in discussions with each other and any information related to those discussions, and other information relating to the business, operations and affairs of the disclosing party, whether conveyed in writing or orally, regardless of whether marked confidential or proprietary, the manner or form in which it is provided, or whether tangible or intangible, furnished by or on behalf of the disclosing party to the receiving party or its Associates following the date of this agreement in connection with the evaluation of a potential Transaction (including, without limitation, any information that the disclosing party notifies the receiving party has been made available to the disclosing party or its Associates by third parties and that the disclosing party has an obligation to such third party to keep confidential, as long as the receiving party is deemed to have been notified that the disclosing party has an obligation to keep confidential the terms of its contracts with third parties). The term \u201cConfidential Information\u201d shall be deemed to include those portions of any notes, analyses, summaries, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by the receiving party or its Associates which contain or are based upon, in whole or in part, any information furnished by the disclosing party to the receiving party or its Associates pursuant hereto.\nNotwithstanding the foregoing, Confidential Information does not include information which: (a) the receiving party can demonstrate was already in its possession on a non-confidential basis and without restriction as to use before receipt from the disclosing party; (b) is, when furnished or thereafter, becomes part of the public knowledge or literature, not as a result of any violation of the receiving party\u2019s or its Associates obligations hereunder (including the obligations under the next paragraph); (c) becomes available to the receiving party on a non- confidential basis and without restriction as to use from a source other than the disclosing party or any of its Associates, which source is not known (after reasonable due inquiry) by the receiving party to have any obligation of confidentiality to the disclosing party, its Associates or any other party with respect to such information; (d) is approved, in writing, for release by the disclosing party; or (e) is independently developed by the receiving party or its Associates without use of or reference to the disclosing party\u2019s Confidential Information.\nThe receiving party agrees not to use and to cause its Associates not to use, the Confidential Information of the disclosing party except to evaluate, pursue and/or facilitate a potential Transaction involving the parties or as otherwise permitted hereunder. The receiving party will not disclose, nor will it permit its Associates to disclose, any Confidential Information of the disclosing party to third parties except to those Associates of the receiving party who need to know the information for the purpose of helping the receiving party evaluate, pursue and/or facilitate a potential Transaction, and who are informed by the receiving party of the confidential nature of the information and either agree to keep confidential and not to disclose the Confidential Information, or who are subject to professional or contractual duties to keep confidential and refrain from disclosing such information. The receiving party shall be responsible for any breach of this agreement by its Associates. Each party agrees that it will take commercially reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include at least the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party that may come to its attention. Each party is aware, and will take all reasonable precautions to prevent any trading in securities of the other party, including advising its Associates who are informed of the matters that are the subject of this letter agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information of the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information, and directing such Associates to comply with those restrictions.\n2. Nonpublicity. Subject to Section 3, the existence and the terms of this agreement, the fact that information is being furnished to the receiving party or its Associates pursuant hereto, the Transaction contemplated hereby and any of the terms thereof, the existence or terms of any letter of intent or term sheet or similar document between the parties, and the existence, nature, content and status of the discussions between the parties, including any termination thereof, shall be treated as Confidential Information hereunder, shall be maintained in confidence by the parties hereto and by their respective Associates and shall not be disclosed to any third party or to the public generally. Subject to Section 3, without the prior written consent of the other party, each party agrees not to issue or release any articles, advertising, publicity or other material which contain or are based upon any of such other party\u2019s Confidential Information or directly or indirectly identifying such other party in connection with a potential Transaction between the parties, or the matters described in the preceding sentence, except that, if a Competing Transaction occurs with respect to Meru, the Company shall be permitted to issue or release articles, advertising, publicity or other material solely for the purpose of identifying Meru in connection with a potential Transaction between the parties so long as no other Confidential Information is disclosed.\n3. Required Disclosure. If the receiving party or any of its Associates becomes legally required under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative, securities exchange or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, to disclose any portion of the Confidential Information, that discussions or negotiations between the parties hereto are taking or have taken place, or any of the terms, conditions or other facts with respect to the Transaction, including the status thereof, the receiving party (i) will, and will direct its Associates to, provide the disclosing party with prompt written notice (unless prohibited by law) of such legal compulsion, so as to provide an opportunity (if and to the extent permitted or practicable) to the disclosing party to seek a protective order or other appropriate remedy or to waive compliance by the receiving party and its Associates with the relevant provisions of this agreement and (ii) will, and will use its commercially reasonable efforts to cause its Associates to, cooperate fully with the other party in seeking a protective order or other remedy or assurance that confidential treatment will be accorded to the Confidential Information or other matter. If a protective order or other remedy is not obtained in such a proceeding, or the disclosing party fails to waive compliance with the relevant provisions of this agreement, the receiving party agrees that it will, and will direct its Associates to, disclose only that Confidential Information of the disclosing party which its counsel advises is legally required to be disclosed and will exercise commercially reasonable efforts, and will direct its Associates to exercise their commercially reasonable efforts, at the request and expense of the disclosing party, to cooperate with the disclosing party to seek confidential treatment of the Confidential Information which is so disclosed.\n4. No License Granted. The receiving party agrees that it and its Associates will not assert any claim of title or ownership to the Confidential Information provided by the disclosing party or its Associates hereunder, or any portion thereof. Nothing in this agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right nor shall this agreement grant either party any rights in or to the other party\u2019s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into, and the undertaking of or the advising with respect to, a possible Transaction. In the event that a disclosing party provides any computer or other hardware or any software to a receiving party in connection with the discussions contemplated hereby, such hardware or software may only be used by the receiving party for the purpose of evaluating, pursuing or facilitating a potential Transaction. Other than as may be provided for in any definitive agreement in respect of such a potential Transaction, any such hardware and software is provided \u201cAS IS\u201d without warranty of any kind, and the receiving party agrees that neither the disclosing party nor its suppliers shall be liable for any damages whatsoever arising from or relating to the receiving party\u2019s use or inability to use such hardware or software. If Confidential Information consists of computer software disclosed in object code form or any hardware device, the receiving party and its Associates shall not, and shall not permit its Associates or any other party, to reverse engineer, decompile, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof.\n5. No Obligation. This agreement is intended to provide for the use, handling and protection of Confidential Information, among other things specifically set forth herein. It shall not be construed as an agency, joint venture, partnership or other similar arrangement or relationship, or as creating or establishing such arrangement or relationship. This agreement imposes no obligation on any party to exchange Confidential Information, to purchase, sell, license, transfer, or otherwise make use of any technology, services or products, or to enter into any other agreement with any other party. Without limitation of the foregoing, each party further agrees that no contract or agreement providing for any transaction involving a potential Transaction shall be deemed to exist between the parties hereto unless and until a final definitive agreement regarding such potential Transaction has been executed and delivered by the parties hereto, and that neither party hereto, nor any of its Associates, is under any legal obligation or has any liability to the other party of any nature whatsoever with respect to a potential Transaction by virtue of this letter agreement (other than with respect to the confidentiality and other matters set forth herein).\n6. Term; Return of Confidential Information. This agreement shall survive any termination of discussions between the parties, and (except as provided in Section 10) shall continue for a period of twelve (12) months following the date of this agreement. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and the protection of trade secrets by the receiving party shall be maintained as such until they fall into the public domain. The Company agrees to notify Meru promptly of its determination not to proceed with its consideration of the possible Transaction (the date upon which such notification is provided to Meru is referenced herein as the \u201cNotification Date\u201d). The receiving party, upon the disclosing party\u2019s request, will promptly return all Confidential Information received from the disclosing party, together with all copies, or at the option of the receiving party, certify in writing that all such Confidential Information and copies thereof have been destroyed. Notwithstanding the foregoing and subject to the limitations on disclosure and use provided in this agreement: (a) the receiving party\u2019s internal or external counsel may keep a copy of the Confidential Information for use solely in connection with any claim, action or proceeding brought relating to this agreement or the Confidential Information; (b) the receiving party\u2019s financial and professional advisors may retain Confidential Information to the extent required under applicable law, rule or regulations; and (c) the receiving party shall not be under any obligation to erase or destroy any Confidential Information retained through routine back-up archival electronic storage in the ordinary course of business until the next regularly-scheduled time at which time such information wil1 be erased or destroyed, provided that (i) the receiving party shall have taken reasonable measures to prevent access or use thereof by its Associates and (ii) in the event the receiving party discovers that such information had been accessed or used, in a manner prohibited by this Agreement or as a result of a breach of this Agreement, by it or its Associates, the receive party shall (A) promptly notify the disclosing party of such access or use, including a reasonably detailed description of such Confidential Information as well as the title of such person or persons who have accessed such Confidential Information since the time it was required to be returned or destroyed and how any such information may have been used by such persons, and (B) shall promptly prevent further access thereto and use thereof, and (C) at the disclosing party\u2019s request permanently delete or otherwise destroy such Confidential Information and any work product of any variety to the extent it made use thereof. Notwithstanding the return or destruction of the Confidential Information, each party and its Associates will continue to be bound by its obligations of confidentiality, non-use and other obligations hereunder.\n7. Attorney-Client Privilege. To the extent that any Confidential Information of the disclosing party includes materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine.\n8. Independent Development: Residuals. Each party retains for itself the right to engage, now or in the future, in businesses similar to or competitive with those of the other party. Accordingly, nothing in this agreement will prohibit the receiving party or its Associates from independently developing, manufacturing, marketing, selling, servicing or supporting, or having developed, manufactured, marketed, sold, serviced or supported for it, products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the disclosing party\u2019s Confidential Information, provided that the receiving party and its Associates do not use or reference any of the disclosing party\u2019s Confidential Information for such activities. Neither party nor its respective Associates shall have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to Confidential Information of the other party or its Associates, provided that such employees or consultants can and do perform their duties without recourse to Confidential Information of the other party and that such party shall not have selected such person to review Confidential Information because that person has an eidetic or other unusually strong memory. The receiving party may use any Residuals (as defined below) for any purpose, provided that this paragraph does not grant or imply any license or other right to use any patent, trademark, copyright, mask work right or other intellectual property right. \u201cResiduals\u201d means information in non-tangible form that is incidentally retained, as general knowledge and experience (and not through intentional memorization in any way), in the unaided memory of the receiving party\u2019s Associates that are natural persons who have had access to the disclosing party\u2019s Confidential Information within the scope of the receiving party\u2019s obligations under this agreement, but who no longer have access to such Confidential Information. The memory of an Associate of the receiving party thereof is unaided if such individual has not intentionally memorized the Confidential Information or retained notes or other aids to such memory.\n9. Standstill. The Company agrees that, for a period of nine (9) months from the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by Meru, none of the Company and any of its Affiliates (and any person acting on behalf or in concert with the Company or any of its Affiliates) will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) or any rights decoupled from the underlying securities of the Company that would result in the Company (together with its Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in any securities, or any assets (including any exclusive license of all or a substantial portion of Meru\u2019s intellectual property), indebtedness or businesses of Meru or any of its subsidiaries or Affiliates, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single \u201cperson\u201d under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, (ii) any tender or exchange offer, merger, consolidation, acquisition or other business combination involving Meru, any of the subsidiaries or Affiliates or assets of Meru or the subsidiaries or Affiliates constituting a significant portion of the consolidated assets of Meru and its subsidiaries or Affiliates, (iii) any recapitalization, reorganization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Meru or any of its subsidiaries or Affiliates or any of their respective securities, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise, encourage or influence any person with respect to the voting of any voting securities of Meru or any of its Affiliates; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d)) with respect to Meru or otherwise act in concert with any person in respect of any such securities or assets (including by exclusive license); (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of Meru or to obtain representation on the Board of Directors of Meru; (d) take any action which would or would reasonably be expected to require Meru to make a public announcement regarding any of the types of matters set forth in Section 9(a) above; (e) propose any matter to be voted upon by the stockholders of Meru; or (f) enter into any formal or informal discussions or arrangements with any third party, other than arrangements with the Company\u2019s controlled Affiliates and discussions and arrangements with the Company\u2019s Associates solely related to their engagement as such, with respect to any of the foregoing; provided, however, that the Company shall not be prohibited from making or discussing any offers in a confidential, non-public manner that does not violate clause (d) above regarding the Transaction directly to or with the management or the Board of Director s of Meru, or their designated Associate. The parties also agree that during such period any provision of this paragraph (including this sentence) will not be amended or waived without the prior written consent of both parties. The provisions of this paragraph shall be inoperative and of no force or effect if a Competing Transaction occurs with respect to Meru. \u201cCompeting Transaction\u201d shall mean that a person (as defined by Section 13(d)(3) of the Exchange Act (\u201cPerson\u201d)) or \u201cgroup\u201d (as defined by Section 13(d)(3) of the Exchange Act): (i) enters into an agreement with Meru providing for the merger or consolidation, or any similar transaction, involving Meru in which, following consummation of such transaction, the persons or entities who, immediately prior to such transaction, held the voting securities of Meru (A) do not hold at least 50% of the voting power of the voting securities of at least one of (1) the combined entity or (2) any its direct or indirect parents and (B) do not have the ability to elect a majority of the directors of at least one of (x) the combined entity or (y) any of its direct or indirect controlling parents, (ii) enters into an agreement with Meru providing for the purchase or other acquisition of, or purchases or otherwise acquires, all or substantially all of the assets of Meru, (iii) enters into an agreement with Meru providing for the purchase or other acquisition of, including by way of tender offer, or purchases or otherwise acquires, beneficial ownership of securities representing 50% or more of the voting power of Meru or more than 50% of the assets of Meru, (iv) files with the Securities and Exchange Commission a Schedule TO covering a tender offer providing for the purchase or other acquisition of beneficial ownership of securities representing 50% or more of the voting power of Meru, or (v) who is not a Meru officer, director, stockholder (or any of such persons\u2019 Affiliates) announces or commences a proxy or consent solicitation seeking to elect to the Board of Directors of Meru any persons who are not nominated by the Board of Directors of Meru.\n10. Non-Solicitation Period. The Company agrees that for a period of twelve (12) months following the date of this Agreement, it will not solicit and will not permit any of its Affiliates (in each case who is or becomes aware of the possible Transaction or is otherwise provided with Confidential Information) to solicit for employment any Specified Employee (as defined below); provided, however, that this Section 10 will not prevent the Company from (a) causing to be placed any general advertisement or similar notice that is not targeted specifically at employees of Meru or its subsidiaries, (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on their behalf and soliciting the employment of any Specified Employee who is identified by such recruiting firm or organization, so long as such recruiting firm or organization is not instructed to target or solicit any Specified Employee of Meru or its subsidiaries, or (c) engaging in employment discussions or hiring a Specified Employee if such Specified Employee initiates contact with the Company by clear and convincing evidence. For purposes of this Section 10, a person shall be deemed to be a \u201cSpecified Employee\u201d only if such person meets each of the following: (i) such person is employed by Meru or any of its subsidiaries on the date of this Agreement or becomes employed by Meru or any subsidiary of Meru prior to the Notification Date; (ii) such person\u2019s employment shall not have been involuntarily terminated by Meru or by its subsidiary; and (iii) the Company or its Affiliates shall have learned of the person (or his or her specific skills and competencies) as a consequence of the provision of Confidential Information or negotiation with respect to a Transaction.\n11. No Warranty. The parties make no express or implied representation or warranty as to the accuracy or completeness of any of the information furnished to each other or their respective Associates under this Agreement. Only those representations or warranties which are made in a final definitive agreement regarding a Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. Neither party nor any of such party\u2019s Associates shall have any liability to the other party or its Associates relating to or arising from the use of or reliance upon any information or any errors or omissions therein. For purposes of this Section 11, \u201cinformation\u201d is deemed to include all information furnished by or on behalf of a party or its Associates to the other party or its Associates, regardless of whether such information constitutes \u201cConfidential Information\u201d as defined in Section 1. The parties expressly agree that neither the terms or conditions of this Agreement, nor any discussions held by the parties to address the feasibility of a potential business relationship or business opportunity shall be construed as to prevent either party from pursuing similar discussions with third parties in similar markets or obligate either party to take, continue or forgo any action relating to the above-mentioned discussions.\n12. Successors and Assigns: Governing Law and Jurisdiction. This agreement will be binding upon and inure to the benefit of each party and its Associates and their respective heirs, successors and permitted assigns. Any assignment of this agreement without the prior written consent of the other party shall be null and void. This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within that state, and without regard to conflicts of laws principles of that state. Each of the parties hereby agrees and irrevocably consents to personal jurisdiction and venue in any federal or state court within Wilmington, Delaware, having subject matter jurisdiction, for the purposes of any action, suit or proceeding arising out of or relating to this agreement. Each party further waives and agrees not to plead that any such action in any such court has been brought in an inconvenient forum. To the fullest extent permitted by law, each of the parties hereby agrees to waive trial by jury in any action, proceeding or counterclaim brought by or on behalf of either party with respect to any matter whatsoever relating to this agreement.\n13. Entire Agreement: Amendment; No Waiver. This agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among or between the parties with respect to the subject matter hereof. All modifications of, waivers of and amendments to this agreement must be in writing and signed by both parties hereto. No failure or delay by either party or any of its Associates in exercising any right, power or privilege under this agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this agreement.\n14. Captions. The underlined captions appearing in this agreement have been included only for convenience and shall not affect or be taken into account in the interpretation of this agreement.\n15. Severability. Any term or provision of this agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.\n16. Counterparts. This agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart signed by an authorized representative of a party and delivered to the other party by telecopier, facsimile, PDF or other electronic transmission shall be deemed an original counterpart and duly delivered. Each party agrees that any such signatures will have the same legal effect as original signatures and may be used as evidence of execution.\n17. Remedies. Each party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, in addition to all other remedies available at law or in equity, the injured party is entitled to seek equitable relief, including injunction and preliminary injunction, as a remedy for any breach or threatened breach of this agreement by the other party.\n[signatures follow]\nIN WITNESS WHEREOF, the parties are signing this MUTUAL NON-DISCLOSURE AGREEMENT as of the day and year first above written.\nMeru Networks, Inc.\nBy: /s/ Mark Liu\nName: Mark Liu Title: General Counsel\nFortinet, Inc.\nBy: /s/ John Whittle\nName: John Whittle\nTitle: General Counsel\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 44 - ], - [ - 45, - 271 - ], - [ - 272, - 635 - ], - [ - 635, - 1282 - ], - [ - 1282, - 1513 - ], - [ - 1513, - 1514 - ], - [ - 1515, - 1561 - ], - [ - 1562, - 3003 - ], - [ - 3003, - 3429 - ], - [ - 3430, - 3522 - ], - [ - 3522, - 3696 - ], - [ - 3696, - 3938 - ], - [ - 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51, - 52, - 53, - 54 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 98 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 4, - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 28, - 29, - 30 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 13 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 4, - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16, - 17, - 26, - 37 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001167294/000119312515218134/d933068dex99d3.htm" - }, - { - "id": 573, - "file_name": "1175638_0000912057-02-024619_a2082526zex-10_3.htm", - "text": "Exhibit 10.3\nNon-Disclosure Agreement between NPS Ltd. and Accu-Tech Systems, Dated November 16, 1999\nNON-DISCLOSURE AGREEMENT\n ACCU-TECH SYSTEMS, Orion Suite, Enterprise Way, Newport, UK (hereinafter referred to as ATS) and NETWORK PRINTING SOLUTIONS (hereinafter referred to as NPS) located at Ibex House, 162-164 Arthur Road, Wimbledon Park, London are desirous of exchanging during the period 1st November, 1999 through 31st October, 1999 certain information which relates to intellectual property owned by ATS in respect of their range of products.\n 1.0 The parties wish to exchange the information for the purpose of the development of applications using ATS products. In the course of such exchange, either party hereto or both may disclose to the other certain information pursuant to this Agreement that the disclosing party considers PROPRIETARY. For each such disclosure, the disclosing party will hereinafter be termed \"OWNER\" and the party to whom the information is being transmitted will hereinafter be termed \"RECIPIENT\" each with respect to a given disclosure.\n 2.0 RECIPIENT agrees that for a period of two years from the date of receipt of the information, it shall not disclose or duplicate any information it receives from OWNER that is marked or designated as CONFIDENTIAL, PROPRIETARY or STRICTLY PRIVATE (hereinafter collectively referred to as \"PROPRIETARY\") to any other person (including RECIPIENT'S employees in any other Group or entity), firm, or company, or use it for its own benefit, except as provided herein.\n 3.0 RECIPIENT agrees to require obligations of confidentiality with respect to all disclosures of such PROPRIETARY information.\n 4.0 RECIPIENT agrees that it will not advise others that, the subject matter of this disclosure is known to OWNER or to others associated with OWNER. RECIPIENT furthermore agrees to exercise prudence in order to avoid the unauthorized disclosure or use, of such information, taking steps which include, but are not limited to, those delineated above.\n 5.0 The parties hereto agree that information shall not be deemed PROPRIETARY and RECIPIENT shall have no obligation with respect to, any such information which;\n i is already known to RECIPIENT;\n ii is or becomes publicly known through no wrongful act of RECIPIENT or any employee or RECIPIENT;\n (iii is rightfully received from a third party without restriction and without breach of this Agreement;\n iv is independently developed by RECIPIENT without breach of this Agreement;\n v is furnished to a third party by OWNER without a similar restriction on third party's rights;\n vi is approved for release by written authorisation of OWNER;\n viii. is disclosed pursuant to the requirement or request of a Governmental agency or where disclosure is required by operation of law.\n 6.0 The parties hereto further agree that RECIPIENT shall not be liable for:\n i. inadvertent disclosure or use of PROPRIETARY information provided that\n a. it uses the same prudence as set forth above, in safeguarding such PROPRIETARY information, and\n b. upon discovery of such inadvertent disclosure or use of such PROPRIETARY information, it endeavours to prevent any further inadvertent disclosure or use,\n ii. unauthorised disclosure or use of PROPRIETARY information by persons who are or have been in its employ, unless it fails to prudently safeguard such PROPREETARY information.\n 7.0 In the event that PROPRIETARY information is wrongfully used or disclosed by an employee of RECIPIENT, RECIPIENT agrees to co-operate with OWNER fully with respect to any legal action taken by OWNER with respect to such employee.\n 8.0 The parties hereto understand that each may currently or in the future be developing PROPRIETARY information internally, or receiving PROPRIETARY information from third parties which may be similar to disclosing party's information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that each party hereto will not develop products, for itself or for others, that compete with the products, systems or methods contemplated by disclosing party's information.\n 9.0 Each party hereto respectively appoints the below identified person as its Data Control Coordinator for the receipt and dispatch, on its behalf, of all PROPRIETARY information it discloses to the other party hereto pursuant to this Agreement. Each party reserves the right to change its Data Control Co-ordinator by giving the other party written notice thereof.\n 10. In the event one party hereto orally discloses its PROPRIETARY information to the other party hereto, disclosing party agrees to promptly notify the Data Control Co-ordinator of the RECIPIENT of such oral disclosure, and reduce to writing each information within thirty (30) days of such oral disclosure and the names of the employees of RECIPIENT to whom such oral disclosure was made, including therein a brief description of the information disclosed.\n 11.0 All written PROPRIETARY information delivered by OWNER to RECIPIENT pursuant to this Agreement and any authorised copies thereof shall remain the property of OWNER, and shall be promptly returned to OWNER upon written request.\n 12.0 Neither party has an obligation under or in consequence of this Agreement to purchase or sell any service or item from or to the other party.\n 13.0 All disputes which cannot be resolved between the parties are to be decided exclusively by the Arbitration Court of the International Chamber of Commerce in London under the arbitration rules of this Chamber.\n 14.0 Competency of court is United Kingdom.\nOn behalf of: On behalf of\nNetwork Printing Solutions Accu-Tech Systems\nSigned: /s/ Signed:\nPosition: Director Position:\nDate: 16-11-99 Date:\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 28 - ], - [ - 28, - 101 - ], - [ - 102, - 126 - ], - [ - 127, - 128 - ], - [ - 128, - 553 - ], - [ - 554, - 555 - ], - [ - 555, - 675 - ], - [ - 675, - 857 - ], - [ - 857, - 1077 - ], - [ - 1078, - 1079 - ], - [ - 1079, - 1543 - ], - [ - 1544, - 1545 - ], - [ - 1545, - 1672 - ], - [ - 1673, - 1674 - ], - [ - 1674, - 1824 - ], - [ - 1824, - 2024 - ], - [ - 2025, - 2026 - ], - [ - 2026, - 2187 - ], - [ - 2188, - 2189 - ], - [ - 2189, - 2221 - ], - [ - 2222, - 2223 - ], - [ - 2223, - 2321 - ], - [ - 2322, - 2323 - ], - [ - 2323, - 2427 - ], - [ - 2428, - 2429 - ], - [ - 2429, - 2505 - ], - [ - 2506, - 2507 - ], - [ - 2507, - 2602 - ], - [ - 2603, - 2604 - ], - [ - 2604, - 2665 - ], - [ - 2666, - 2667 - ], - [ - 2667, - 2802 - ], - [ - 2803, - 2804 - ], - [ - 2804, - 2880 - ], - [ - 2881, - 2882 - ], - [ - 2882, - 2955 - ], - [ - 2956, - 2957 - ], - [ - 2957, - 3055 - ], - [ - 3056, - 3057 - ], - [ - 3057, - 3213 - ], - [ - 3214, - 3215 - ], - [ - 3215, - 3392 - ], - [ - 3393, - 3394 - ], - [ - 3394, - 3627 - ], - [ - 3628, - 3629 - ], - [ - 3629, - 3866 - ], - [ - 3866, - 4131 - ], - [ - 4132, - 4133 - ], - [ - 4133, - 4380 - ], - [ - 4380, - 4499 - ], - [ - 4500, - 4501 - ], - [ - 4501, - 4959 - ], - [ - 4960, - 4961 - ], - [ - 4961, - 5192 - ], - [ - 5193, - 5194 - ], - [ - 5194, - 5340 - ], - [ - 5341, - 5342 - ], - [ - 5342, - 5555 - ], - [ - 5556, - 5557 - ], - [ - 5557, - 5600 - ], - [ - 5601, - 5627 - ], - [ - 5628, - 5672 - ], - [ - 5673, - 5692 - ], - [ - 5693, - 5721 - ], - [ - 5722, - 5737 - ], - [ - 5737, - 5742 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 54 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 18, - 26, - 46, - 47 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 54 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 52 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-17": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 18, - 24 - ] - }, - "nda-5": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001175638/000091205702024619/a2082526zex-10_3.htm" - }, - { - "id": 574, - "file_name": "1177845_0001193125-18-219243_d519554dex99d3.htm", - "text": "Exhibit (d)(3)\nNON-DISCLOSURE AGREEMENT\nTHIS NON-DISCLOSURE AGREEMENT (the \u201cAgreement\u201d) is made and entered into this 31st day of January, 2018, by and between ZEBRA TECHNOLOGIES CORPORATION, a Delaware corporation (\u201cCOMPANY\u201d) and XPLORE TECHNOLOGIES CORP., a Delaware corporation (\u201cXPLORE\u201d). COMPANY and XPLORE sometimes are referred to herein as a \u201cParty\u201d and collectively as the \u201cParties.\u201d\nWHEREAS, each of COMPANY and XPLORE possesses certain non-public, confidential and/or proprietary information relating to its businesses that it proposes to disclose to the other Party (the \u201cCOMPANY Information\u201d, and the \u201cXPLORE Information\u201d, respectively, and collectively, the \u201cInformation\u201d) for the purpose of evaluating a possible transaction (a \u201cTransaction\u201d) between COMPANY and XPLORE (the \u201cPermitted Use\u201d);\nNOW, THEREFORE, in consideration of the mutual promises contained herein, COMPANY and XPLORE hereby agree as follows:\n1. Each of COMPANY and XPLORE agrees to hold the other Party\u2019s Information in confidence in accordance with the provisions hereof.\n2. Without the prior written consent of the other Party or except as otherwise provided herein, neither COMPANY nor XPLORE will: (i) distribute or disclose to any other person any of the other Party\u2019s Information; (ii) permit any other person to have access to the other Party\u2019s Information; (iii) use the other Party\u2019s Information for any purpose other than the Permitted Use; (iv) (A) use the other Party\u2019s Information in any way that would allow it to obtain a competitive advantage with respect to such Party or (B) reverse engineer such other Party\u2019s Information; or (v) disclose to any other person (A) that discussions, investigations or negotiations are taking place concerning a possible transaction between the Parties, or (B) the terms, conditions, status or other facts regarding a possible transaction between the Parties, or (C) that a Party has received Information from the other Party. In addition, the Parties agree that any trade secrets of the other Party which are identified (whether orally or in writing) by the disclosing Party as trade secrets and disclosed to such Party pursuant to this Agreement shall continue to be held confidentially by such Party pursuant to the terms of this Agreement for the duration of the period such trade secrets remain trade secrets under applicable law, notwithstanding any expiration or termination of this Agreement. Notwithstanding the above, each of COMPANY and XPLORE agree that the other Party may disclose the COMPANY Information and the XPLORE Information, respectively, and portions thereof, as well as the information described in clause (iv) of the preceding sentence, to those of such other Party\u2019s directors, officers, employees and, representatives (including financial advisors, lawyers and accountants) of such other Party\u2019s advisors (collectively, \u201cRepresentatives\u201d) who need to know such Information for the Permitted Use. Each Party will inform its Representatives of the confidential nature of the other Party\u2019s Information and will require its Representatives to abide by the terms of this Agreement and not to disclose the other Party\u2019s Information to any other person. Each of COMPANY and XPLORE agrees to be responsible for any breach of this Agreement by its respective Representatives, and shall keep a true and correct record of all of such other Party\u2019s Information such Party has provided to its Representatives, but shall not be required to keep records of such other Party\u2019s Information that a Representative accesses via a dataroom. As used in this Agreement, the term \u201cperson\u201d shall be broadly interpreted to include, without limitation, any corporation, company, partnership or individual.\n3. (a) In the event that COMPANY is required by law in any judicial or governmental proceeding or otherwise to disclose any XPLORE Information, COMPANY will give XPLORE prompt written notice of such request so that XPLORE may seek a protective order or appropriate remedy. If, in the absence of a protective order, COMPANY determines, upon the advice of counsel, that it is required to disclose such XPLORE Information, it may disclose such XPLORE Information only to the extent compelled to do so; provided, however, that COMPANY gives XPLORE written notice of the portion of XPLORE Information to be disclosed as far in advance of the disclosure as is practicable and uses its reasonable best efforts, at XPLORE\u2019s expense, to obtain assurances that confidential treatment will be accorded to such XPLORE Information. (b) In the event that XPLORE is required by law in any judicial or governmental proceeding or otherwise to disclose any COMPANY Information, XPLORE will give COMPANY prompt written notice of such request so that COMPANY may seek a protective order or appropriate remedy. If, in the absence of a protective order, XPLORE determines, upon the advice of counsel, that it is required to disclose such COMPANY Information, it may disclose such COMPANY Information only to the extent compelled to do so; provided, however, that XPLORE gives COMPANY written notice of the portion of COMPANY Information to be disclosed as far in advance of the disclosure as is practicable and uses its reasonable best efforts, at COMPANY\u2019s expense, to obtain assurances that confidential treatment will be accorded to such COMPANY Information.\n4. (a) All written COMPANY Information shall be information which is or would generally be considered to be confidential and/or proprietary information, and any information disclosed orally or visually shall be considered confidential Information if it is information which is or would generally be considered to be confidential and/or proprietary information, including if it is reduced to tangible form. COMPANY Information does not include information that XPLORE can clearly demonstrate falls within any of the following: (i) information that either is legally in XPLORE\u2019s possession without restriction or publicly available to XPLORE prior to the disclosure of such information hereunder; (ii) information that, subsequent to its disclosure hereunder, becomes publicly available to XPLORE without restriction and without any violation of this Agreement by XPLORE or its Representatives; (iii) information that becomes legally available to XPLORE on a non-confidential basis from any third party, the disclosure of which to XPLORE does not, to XPLORE\u2019s knowledge, violate any contractual or legal obligation such third party has to COMPANY with respect to such information; (iv) information that is independently acquired or developed by XPLORE that XPLORE can demonstrate was acquired or developed without reference to COMPANY\u2019s Information; or (v) information that is explicitly approved for release by written authorization of COMPANY.\n(b) All written XPLORE Information shall be information which is or would generally be considered to be confidential and/or proprietary information, and any information disclosed orally or visually shall be considered confidential Information if it is information which is or would generally be considered to be confidential and/or proprietary information, including if it is reduced to tangible form. XPLORE Information does not include information that COMPANY can clearly demonstrate falls within any of the following: (i) information that either is legally in COMPANY\u2019s possession without restriction or publicly available to COMPANY prior to the disclosure of such information hereunder; (ii) information that, subsequent to its disclosure hereunder, becomes publicly available to COMPANY without restriction and without any violation of this Agreement by COMPANY or its Representatives; (iii) information that becomes legally available to COMPANY on a non-confidential basis from any third party, the disclosure of which to COMPANY does not, to COMPANY\u2019s knowledge, violate any contractual or legal obligation such third party has to XPLORE with respect to such information; (iv) information that is independently acquired or developed by COMPANY that COMPANY can demonstrate was acquired or developed without reference to XPLORE\u2019s Information; or (v) information that is explicitly approved for release by written authorization of XPLORE.\n(c) Without limiting the foregoing, COMPANY Information and XPLORE Information shall include (i) all information of the type described in subsection (a) or (b) that is in electronic format or provided or stored on electronic of magnetic media, film or any other sort of media, (ii) all analyses, compilations, data, studies, interpretations, memoranda, notes or other documents prepared by the other Party or its Representatives to the extent they contain any COMPANY Information or XPLORE Information, respectively, and (iii) any information of the type described in subsection (a) or (b) that is provided by such Party to the other Party prior to the date of this Agreement.\n(d) (I) Each Party is furnishing its Information hereunder in consideration of the other Party\u2019s agreement for a period of eighteen (18) months that it and its affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) will not (and will not assist, provide or arrange financing to or for others or encourage others to), directly or indirectly, acting alone or in concert with others, unless specifically requested in writing in advance by the other Party\u2019s Board of Directors (or similar governing body): (i) acquire or offer, seek or propose to acquire (or request permission to do so), ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of all or substantially all of the assets or businesses of other Party or any securities, bank debt or trade debt issued by other Party, or any rights or options to acquire such ownership (including from a third party) (other than purchases of up to 5% of such securities in connection with such Party\u2019s ordinary cash management practices and without reference to or knowledge of such other Party\u2019s Information), (ii) seek or propose to influence or control the management or the policies of other Party or to obtain representation on the other Party\u2019s Board of Directors, or solicit, or participate in the solicitation of, any proxies, consents or votes with respect to any securities of the other Party or with respect to any plan of reorganization filed by the other Party or any other person in connection with a bankruptcy or similar proceeding under state or federal law involving the other Party or any of its subsidiaries, (iii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing or (iv) make any public announcement with respect to the foregoing. Notwithstanding anything to the contrary in this Agreement (including the foregoing), nothing in this Section 4(d) shall prohibit either Party from submitting a confidential proposal to the other Party\u2019s Board of Directors (or similar governing body) with respect to any action described in this Section 4(d)(I), provided that such proposal is not of a type that would require the other Party to make a public disclosure thereof.\n(II) If at any time during the eighteen month period referred to in the preceding paragraph (I) either Party enters into a definitive agreement providing for a Combination (as defined below) or becomes the subject of a tender or exchange offer which, if consummated, would constitute a Combination is commenced for securities of either Party, then upon the occurrence of any such event, the restrictions on the other Party set forth in the preceding paragraph (I) shall terminate and all other provisions of this Agreement shall continue in full force and effect in accordance with the terms hereof. A \u201cCombination\u201d shall mean a transaction in which (i) a person or \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Exchange Act) acquires, directly or indirectly, securities representing fifty percent (50%) or more of the voting power of the outstanding securities of such Party or properties or all or substantially all the assets of such Party and its subsidiaries.\n5. For a period of eighteen (18) months from the date hereof, neither COMPANY nor its subsidiaries will, directly or indirectly, solicit to hire or hire any (i) officers of XPLORE, (ii) management-level employees of XPLORE or its affiliates with whom COMPANY or its Representatives have had direct contact in connection with the evaluation or negotiation of a possible transaction, or (iii) employees of XPLORE or its affiliates with whom COMPANY or its Representatives is first made aware of in connection with any due diligence conducted in connection with the evaluation of a possible transaction. For a period of eighteen (18) months from the date hereof, neither XPLORE nor its subsidiaries will, directly or indirectly, solicit to hire or hire any (i) officers of COMPANY, (ii) management-level employees of COMPANY or its affiliates with whom XPLORE or its Representatives have had direct contact in connection with the evaluation or negotiation of a possible transaction, or (iii) employees of COMPANY or its affiliates with whom XPLORE or its Representatives is first made aware of in connection with any due diligence conducted in connection with the evaluation of a possible transaction. Notwithstanding the foregoing, this Agreement will not preclude COMPANY, XPLORE or any of their respective subsidiaries from\n(A) hiring any employee of the type described in clause (iii) above of the other Party who responds to an advertisement or general solicitation (including through recruiting firms or similar engagements) that is not specifically targeted at such employee or at employees of such other Party generally or\n(B) making any such general solicitation.\n6. For purposes of complying with the obligations set forth herein, each of COMPANY and XPLORE shall use efforts fully commensurate with those that it employs for the protection of its privileged and confidential Information. Each Party agrees that neither it nor any of its subsidiaries or affiliates has been granted any license, copyright or other similar right or privilege with respect to any of the Information or other information provided by or on behalf of the other Party. Each Party hereby acknowledges and confirms that all existing and future intellectual property rights relating to the other Party\u2019s Information are the exclusive property of such Party. Each Party agrees that it will not apply for or obtain any intellectual property protection in respect of the other Party\u2019s Information. All intellectual property rights relating to any drawings, documents and work carried out by any Party (whether past, present or future) using the other Party\u2019s Information will belong to and will vest in the other Party. Each Party agrees that it will do all such things and execute all documents necessary to enable the other Party to obtain, defend or enforce its rights in such drawings, documents and work.\n7. (a) COMPANY acknowledges that XPLORE currently, or in the future, may develop information internally, or receive information from third parties that may be similar to COMPANY\u2019s Information. Therefore, this Agreement is not to be understood or construed as a promise by XPLORE that it will not develop products (or have products developed for it) that, without violating this Agreement, compete with the products or systems contemplated or described in COMPANY Information.\n(b) XPLORE acknowledges that COMPANY currently, or in the future, may develop information internally, or receive information from third parties that may be similar to XPLORE\u2019S Information. Therefore, this Agreement is not to be understood or construed as a promise by COMPANY that it will not develop products (or have products developed for it) that, without violating this Agreement, compete with the products or systems contemplated or described in XPLORE Information.\n8. Neither COMPANY nor XPLORE makes any representation or warranty, express or implied, as to the accuracy or completeness of its Information. Neither Party, nor any of its respective affiliates, officers, directors, employees, agents or controlling persons (within the meaning of the Exchange Act) shall have any liability to the other Party or any other person resulting from such other Party\u2019s or other person\u2019s use of the Information. To the extent that any Information includes materials subject to the attorney-client privilege, the applicable Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Information hereunder.\n9. It is understood that this Agreement does not obligate COMPANY or XPLORE to enter into any further agreement. Unless and until a definitive agreement between COMPANY and XPLORE with respect to a transaction has been executed and delivered, neither COMPANY nor XPLORE will be under any legal obligation of any kind whatsoever with respect to any transaction by virtue of this Agreement or any written or oral expression with respect to any transaction by any of the COMPANY\u2019s or XPLORE\u2019s Representatives except, in the case of this Agreement, for the matters specifically agreed to herein. Each Party understands and agrees that (i) the other Party (a) shall be free to conduct the process for a Transaction as it in its sole discretion shall determine (including changing or terminating such process, providing any information to any other Person, negotiating with any other Person or entering into a definitive agreement with any other Person with respect to any transaction, in each case, at any time and without notice to you or any other Person) and (b) shall be free at its sole discretion to at any time accept or reject any proposal relating to the other Party for any reason without notice and (ii) it shall have no claim against the other Party or any of its officers, directors, employees, shareholders, partners, members, affiliates, accountants, attorneys, financial advisors, consultants or other agents or representatives in connection with any of the foregoing matters.\n10. (a) COMPANY agrees that XPLORE Information is and shall at all times remain the property of XPLORE. COMPANY acknowledges that the XPLORE Information is confidential and material to the interests, business and affairs of XPLORE and that the disclosure thereof (other than as permitted under this Agreement) would be detrimental to the interests, business and affairs of XPLORE. No use of such XPLORE Information is permitted except as otherwise provided herein and no grant under any of XPLORE\u2019s intellectual property rights is hereby given or intended, including any license (implied or otherwise).\n(b) XPLORE agrees that COMPANY Information is and shall at all times remain the property of COMPANY. XPLORE acknowledges that the COMPANY Information is confidential and material to the interests, business and affairs of COMPANY and that the disclosure thereof (other than as permitted under this Agreement) would be detrimental to the interests, business and affairs of COMPANY. No use of such COMPANY Information is permitted except as otherwise provided herein and no grant under any of COMPANY intellectual property rights is hereby given or intended, including any license (implied or otherwise).\n11. Each of the Parties agrees that the Information shall not be exported directly or indirectly to any restricted or prohibited country without the prior written consent of the Bureau of Industry & Security of the U.S. Department of Commerce, where such consent is required to be obtained. Each Party acknowledges the other Party\u2019s potential obligations under the federal securities laws, but you will first consult with the such other Party regarding the timing and content of such disclosure and otherwise comply with the terms and provisions of the foregoing.\n12. (a) Upon the request of COMPANY, XPLORE will return or destroy (at XPLORE\u2019S option) all COMPANY Information and any notes, correspondence, analyses, documents or other records containing COMPANY Information, including all copies thereof, then in the possession of XPLORE or its Representatives. Such return, however, does not abrogate the continuing obligations of XPLORE under this Agreement. Notwithstanding the foregoing, one copy of the COMPANY Information and the notes, correspondence, analyses, documents or other records containing COMPANY Information may be retained by XPLORE\u2019s in-house or external attorneys to prevent possible future misunderstandings regarding the scope of the disclosure and XPLORE will not be required to destroy electronic back-up versions of the COMPANY Information to the extent such destruction is not reasonably practical; provided that any COMPANY Information retained on routine computer system back-up tapes, disks or other back-up storage devices shall not be used, disclosed or otherwise recovered from such back-up devices unless required for regulatory purposes or legal process. Any destruction will be certified by an officer of XPLORE, and all retained information shall remain subject to the terms and conditions of this Agreement.\n(b) Upon the request of XPLORE, COMPANY will return or destroy (at COMPANY\u2019s option) all XPLORE Information and any notes, correspondence, analyses, documents or other records containing XPLORE Information, including all copies thereof, then in the possession of COMPANY or its Representatives. Such return, however, does not abrogate the continuing obligations of COMPANY under this Agreement. Notwithstanding the foregoing, one copy of the XPLORE Information and the notes, correspondence, analyses, documents or other records containing XPLORE Information may be retained by COMPANY\u2019s in-house or external attorneys to prevent possible future misunderstandings regarding the scope of the disclosure and COMPANY will not be required to destroy electronic back-up versions of the XPLORE Information to the extent such destruction is not reasonably practical; provided that any XPLORE Information retained on routine computer system back-up tapes, disks or other back-up storage devices shall not be used, disclosed or otherwise recovered from such back-up devices unless required for regulatory purposes or legal process. Any destruction will be certified by an officer of COMPANY, and all retained information shall remain subject to the terms and conditions of this Agreement.\n13. The obligation of each of COMPANY and XPLORE to comply with the provisions contained herein shall continue for a period of four(4) years commencing upon the date hereof.\n14. The Parties understand and agree that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Each Party understands and agrees that if it or any of its Representatives breaches or threatens to breach any of the provisions of this Agreement (i) money damages would be an insufficient remedy, (ii) that the other Party would be irreparably damaged and (iii) that without prejudice to the rights and remedies otherwise available to the other Party, the other Party is entitled to seek equitable relief by way of injunction, specific performance or otherwise.\n15. This Agreement will be governed by and construed in accordance with the law of the State of Delaware, without regard to its conflict of laws. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware over any dispute, claim or matter arising out of or relating to the Agreement. Each Party hereby irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts (and the courts hearing appeals from such courts). The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum in connection therewith. Each Party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement.\n16. Any assignment of this Agreement by any Party without the other Party\u2019s prior written consent is void. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement will remain in full force and effect to the fullest extent permitted by applicable law. This Agreement contains the entire agreement between the parties hereto concerning the subject matter herein. No modification of this Agreement or waiver of the terms and conditions hereof will be binding upon any Party hereto unless agreed in writing by the other Party. Each Party acknowledges that it is aware that the other Party is a publicly traded company subject to laws concerning trading by any Person who has material, non-public information about a public company that prohibit such Person from purchasing or selling securities of such a company or from communicating such information to any other Person. This Agreement may be executed in counterparts, each of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or email shall be effective to the fullest extent permitted by applicable law.\n[Signature Page Follows]\nIN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officer as of the date first written above.\nZEBRA TECHNOLOGIES CORPORATION XPLORE TECHNOLOGIES CORP.\nBy: /s/ Michael Cho By: /s/ Tom Wilkinson\nName: Michael Cho Name: Tom Wilkinson\nTitle: Sr. Vice President, Corp. Devel. 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OCERA and COMPANY desire to discuss and explore a possible transaction pursuant to Ocera\u2019s OCR-002 (the \u201cPurpose\u201d).\nB. In order to enable OCERA and COMPANY to discuss and explore the Purpose, each party hereto has agreed to disclose to the other party certain information which the parties deem to be of a confidential, proprietary and/or trade secret nature.\nC. Each party hereto is willing to disclose such confidential, proprietary and trade secret information to the other party solely in order to enable it to discuss and explore the Purpose and for no other purpose, and each party hereto agrees that it shall maintain the confidentiality of the information of the other party in accordance with the terms and conditions of this Agreement.\nNOW, THEREFORE, in consideration of the foregoing, OCERA and COMPANY agree as follows:\n1. Preservation of Confidentiality. OCERA and COMPANY each agrees that it shall regard, maintain and preserve the secrecy and confidentiality of any and all information and data, whether in oral or written form, including but not limited to, clinical study synopses, clinical study plans, costs, products, processes, methods, concepts, ideas, programs, formulae, apparati, chemicals, organisms, molecules, prototypes, techniques, know-how, marketing plans, business plans, data, strategies, forecasts, customer or supplier lists or technical requirements of customers, or other trade secrets (collectively referred to herein as the \u201cProprietary Information\u201d) of the other party which may be disclosed to or obtained by it pursuant to this Agreement. Each party hereto shall take reasonable and necessary measures to preserve the secrecy and confidentiality and avoid the unauthorized use or disclosure of the other party\u2019s Proprietary Information, including, without limitation, taking such measures of protection as it takes to protect its own confidential, proprietary or trade secret information. Each party hereto shall limit access to the other party\u2019s Proprietary Information to those of its employees, agents, advisors, and consultants, who have a reasonable need for access to such information in connection with the discussion and exploration of the Purpose and who shall be subject to the non-disclosure covenants contained herein.\n2. Covenant Not to Use or Disclose. OCERA and COMPANY each agrees that it will not, at any time, without the prior written consent of the other party, use or disclose the other party\u2019s Proprietary Information for any reason or in any manner whatsoever except as may be necessary for the discussion and exploration of the Purpose.\n3. Covenant Not to Reproduce. Except as may be necessary for the discussion and exploration of the Purpose, OCERA and COMPANY each agrees that it will make no copies, photocopies, facsimiles, or other reproductions of any documents, drawings, electronic data or the like containing the other party\u2019s Proprietary Information. Upon conclusion or termination of the discussions between the parties regarding the Purpose, or forthwith upon the request of the other party, OCERA and COMPANY shall promptly destroy or return to the other party all such documents, drawings, electronic data or reproductions thereof which may have come into its possession. Notwithstanding the foregoing, OCERA and COMPANY may each retain one (1) copy of such information in their confidential files solely for record keeping purposes to ensure compliance with this Agreement, with such copy remaining subject to the confidentiality obligations of this Agreement.\n4. Proprietary Rights. OCERA and COMPANY each acknowledges that all property rights in the other party\u2019s Proprietary Information are owned by the other party, and that none of such rights are owned by the party to which such Proprietary Information is disclosed. Each of the parties hereto further acknowledges that the other party has not granted and does not grant in this Agreement any license to the other party under any patent, copyright, trade secret or other proprietary right to use or reproduce any Proprietary Information of such party other than for the conduct of the Purpose.\n5. Exceptions. The obligations undertaken by OCERA and COMPANY hereunder shall not apply to any portion of the Proprietary Information disclosed hereunder which:\na. was known to the non-disclosing party prior to the disclosure of such Proprietary Information by the disclosing party;\nb. is independently developed by the receiving party without the use of, access to, or reference to the disclosing party\u2019s Proprietary Information;\nc. is, or shall become, other than by a breach of this Agreement by the non-disclosing party, generally available to the public;\nd. shall, by lawful means, be made available to the non-disclosing party by a third party having a right to disclose it, other than a third party introduced to the non-disclosing party by the disclosing party in connection with the Purpose; or\ne. is required by law or made pursuant to an order from a court or government agency.\nIn claiming the benefit of any of the exceptions set forth in this Paragraph 5, the non-disclosing party shall have the burden of establishing that any such portion of the Proprietary Information is subject to such exception.\n6. Term. This Agreement shall remain in full force and effect for a period of five (5) years from the date hereof or until such time as all of the Proprietary Information becomes subject to any of the exceptions set forth in Paragraph 5 hereof.\n7. Publicity. OCERA and COMPANY hereby agree not to disclose their participation in the discussion and exploration of the Purpose, the existence, terms or conditions of this Agreement, or the fact that the discussions are being held between the parties.\n8. Equitable Relief. OCERA and COMPANY acknowledge that any such breach of this Agreement could cause the other party irreparable harm. Accordingly, each party agrees that in the event of any breach or threatened breach of this Agreement, in addition to other remedies at law or in equity it may have, the party alleging a breach or threatened breach shall be entitled, without the requirement of posting a bond or other securities, to seek equitable relief, including injunctive relief and specific performance.\n9. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.\n10. Successors and Assigns. Neither party may assign this Agreement, or the rights and obligations hereunder, without the prior written consent of the other party; provided, that a party may assign this Agreement without such consent to an affiliate of such party and/or in connection with the transfer or sale of all or substantially all of the business of the assigning party to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. No assignment shall relieve either party of the performance of any accrued obligation that such party may then have under this Agreement. This Agreement shall inure to the benefit of and be binding upon each party signatory hereto, its successors and permitted assigns, subsidiaries and affiliates.\n11. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws provisions within.\n12. Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the matters discussed herein and supersedes and replaces all prior agreements, understandings, writings and discussions between the parties, with respect to the subject matter of this Agreement. This Agreement may be amended only by a written instrument executed by authorized representatives of the parties. This Agreement shall not create any obligation for either party to enter into any agreement or relationship with the other. Either party may end discussions of a possible relationship at any time and for any or no reason and each party reserves the right to disclose its own confidential information to any third party at any time. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one Agreement.\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.\nOCERA THERAPEUTICS, INC. MALLINCKRODT LLC\n/s/ Linda Grais /s/ Joshua Schafer\nSignature Signature\nLinda Grais Joshua Schafer\nPrinted Name Printed Name\nCEO Vice President, BD&L\nTitle Title\n", - "spans": [ - [ - 0, - 31 - ], - [ - 32, - 498 - ], - [ - 499, - 617 - ], - [ - 618, - 861 - ], - [ - 862, - 1247 - ], - [ - 1248, - 1334 - ], - [ - 1335, - 1371 - ], - [ - 1371, - 2085 - ], - [ - 2085, - 2435 - ], - [ - 2435, - 2776 - ], - [ - 2777, - 2813 - ], - [ - 2813, - 3106 - ], - [ - 3107, - 3137 - ], - [ - 3137, - 3432 - ], - [ - 3432, - 3757 - ], - [ - 3757, - 4046 - ], - [ - 4047, - 4070 - ], - [ - 4070, - 4310 - ], - [ - 4310, - 4636 - ], - [ - 4637, - 4652 - ], - [ - 4652, - 4798 - ], - [ - 4799, - 4920 - ], - [ - 4921, - 5068 - ], - [ - 5069, - 5197 - ], - [ - 5198, - 5441 - ], - [ - 5442, - 5527 - ], - [ - 5528, - 5753 - ], - [ - 5754, - 5763 - ], - [ - 5763, - 5998 - ], - [ - 5999, - 6013 - ], - [ - 6013, - 6252 - ], - [ - 6253, - 6274 - ], - [ - 6274, - 6389 - ], - [ - 6389, - 6765 - ], - [ - 6766, - 6783 - ], - [ - 6783, - 6926 - ], - [ - 6927, - 6955 - ], - [ - 6955, - 7401 - ], - [ - 7401, - 7539 - ], - [ - 7539, - 7699 - ], - [ - 7700, - 7719 - ], - [ - 7719, - 7903 - ], - [ - 7904, - 7926 - ], - [ - 7926, - 8195 - ], - [ - 8195, - 8309 - ], - [ - 8309, - 8433 - ], - [ - 8433, - 8641 - ], - [ - 8641, - 8819 - ], - [ - 8820, - 8931 - ], - [ - 8932, - 8957 - ], - [ - 8957, - 8973 - ], - [ - 8974, - 9008 - ], - [ - 9009, - 9028 - ], - [ - 9029, - 9055 - ], - [ - 9056, - 9081 - ], - [ - 9082, - 9086 - ], - [ - 9086, - 9106 - ], - [ - 9107, - 9118 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3, - 4, - 7 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 28 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 20, - 22 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 20, - 24 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 4, - 11 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001274644/000119312517338759/d485523dex99d2.htm" - }, - { - "id": 577, - "file_name": "1277090_0001104659-05-057084_a05-20673_1ex10.htm", - "text": "Exhibit 10\nCONFIDENTIAL\nKenneth Hao\nManaging Director\nSilver Lake Management Company, L.L.C.\n2725 Sand Hill Road, Suite 150\nMenlo Park, CA 94025\nDear Mr. Hao:\nNON-DISCLOSURE AGREEMENT\nIn connection with your consideration of possible transaction with SERENA Software, Inc. (the \u201cCompany\u201d), you have requested financial and other information concerning the business and affairs of the Company. As a condition to the Company\u2019s furnishing to you and your representatives financial and other information which has not theretofore been made available to the public, you and your representatives agree to treat all such non-public information furnished to you and your representatives in writing or orally by the Company or its representatives on and after the date of this agreement (herein collectively referred to as the \u201cConfidential Evaluation Material\u201d), as follows:\n(1) You and your representatives recognize and acknowledge the competitive value and confidential nature of the Confidential Evaluation Material and the damage that could result to the Company if information contained therein is disclosed to any third party. You and your representatives also recognize and acknowledge that the Confidential Evaluation Material is being provided to you and your representatives in reliance upon your and their acceptance of the terms of this agreement.\n(2) You and your representatives agree that the Confidential Evaluation Material will be used solely for the purpose of evaluating the proposed transaction. You also agree that you and your officers, employees, financing sources, consultants, Affiliates, agents and advisors, herein collectively referred to as \u201cyour representatives,\u201d will not disclose or permit the disclosure of any of the Confidential Evaluation Material now or hereafter received or obtained from the Company or its representatives to any third party or otherwise use or permit the use of the Confidential Evaluation Material in any way detrimental to the Company, except as required by court order or legal process, without the prior written consent of the Company, provided, however, that any such information may be disclosed to such of your representatives who need to know such information for the purpose of evaluating the proposed transaction and who are advised of this agreement and agree to keep such information confidential and to be bound by this agreement to the same extent as if they were parties hereto, it being understood that you shall be responsible for any breach of this agreement by your representatives; provided, however, that you shall not be responsible for any failure to comply with the terms of this agreement by any of your representatives that (i) is not one of your officers, employees or Affiliates and (ii) has signed an undertaking in favor of the Company and you to the effect of Annex A hereto.\n(3) In the event you or your representatives receive a request to disclose Confidential Evaluation Material pursuant to any court order or legal process, you or your representatives will give the Company prompt written notice thereof so that the Company may seek an appropriate protective order. You and your representatives agree to cooperate (at the Company\u2019s expense) as reasonably requested by the Company in its efforts to maintain the confidentiality of such Confidential Evaluation Material. If you or your representatives are ultimately required to disclose such Confidential Evaluation Material, you or your representatives shall disclose only so much thereof as necessary to comply with such court order or legal process.\n(4) Except as may be required by court order or legal process, neither party hereto nor any of its representatives will disclose to any other person or entity: (a) the fact that information regarding the Company is being or has been furnished to you; (b) the fact that discussions or negotiations regarding any transaction are or have been taking place between representatives of you and the Company, or any information regarding the status or terms of any such discussions or negotiations between the Company and you or the identity of the parties thereto; (c) the fact that the Company is or has been\nconsidering the possibility of entering into a transaction with you of the nature discussed by you and the Company. In addition, neither you nor your representatives will disclose to any other person or entity that the Company has been considering the possibility of entering into a transaction of the nature discussed by you and the Company, with any third party. Either party hereto shall be permitted to disclose any fact or information covered by this paragraph 4 to the same extent, and under the same conditions, as you are permitted to disclose Confidential Evaluation Material pursuant to paragraphs 2 and 3 hereof. Nothing in this paragraph (4) shall be construed to prevent or limit the Company\u2019s or its representatives\u2019 right to disclose, discuss, negotiate or enter into a transaction of the nature discussed by you and the Company with any other person or entity or provide information regarding the Company to any other person or entity.\n(5) In the event that the transaction contemplated by this agreement is not consummated, neither you nor any of your representatives shall, without prior written consent of the Company, use any of the Confidential Evaluation Material now or hereafter received or obtained from the Company or its representatives for any purposes other than your evaluation of such transaction.\n(6) At any time upon the Company\u2019s request, all Confidential Evaluation Material (and all copies, summaries, and notes of the contents or parts thereof) shall be returned or, if you so choose, destroyed and not retained by you or your representatives in any form or for any reason and written certification to that effect will be sent by you to the Company within 30 days of such request; provided, however, that you and your representatives shall not be obligated to return or destroy the Confidential Evaluation Material if, and to the extent, otherwise required by any applicable law, regulation, policy or procedures relating to the retention, back-up storage or automatic archiving of files and data. Any Confidential Evaluation Material that is retained by you or your representatives for the sole purpose of compliance with such law, regulation, policy or procedures shall not be used for any purpose other than to evidence compliance therewith and such retained material and information shall continue to be subject to the confidentiality obligations set forth in this letter agreement, which obligations shall survive any termination hereof. All the Confidential Evaluation Material will be and remains the property of the Company.\n(7) The following information provided by the Company shall not be deemed Confidential Evaluation Material: (A) any information that is or becomes generally available to the public other than as a result of an improper disclosure by you or your representatives; (B) any information which becomes legally available to you from a source other than the Company that is not, to your knowledge after reasonable inquiry, bound by a confidentiality obligation to the Company; (C) any information that is already in your possession as of the date hereof or (D) any information that is independently developed by you without use of or reference to the Confidential Evaluation Material.\n(8) Neither this letter agreement nor any action taken in connection with this letter agreement will give rise to any obligation on the part of either you or the Company (a) to engage in any discussions or negotiations with the other party or with any of the other party\u2019s representatives, or (b) to pursue or enter into any transaction of any nature with the other party. The parties acknowledge and agree that neither shall have any legally binding commitment for a transaction unless set forth in a separate written agreement that is executed and delivered by both of them.\n(9) Nothing contained in this letter agreement nor the conveying of Confidential Evaluation Material hereunder shall be construed as granting or conferring any rights by license or otherwise in any trademark, patent, copyright, trade secret, technological information or other information, or other intellectual property.\n(10) You agree that for a period of one year from the date of this letter agreement, neither you nor your representatives will, without the prior written consent of the Company, directly or indirectly: (A) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any assets of the Company or any division thereof or of any such successor or controlling person; provided, however, that nothing herein shall prohibit the purchase of securities in the ordinary course of any of your representatives\u2019 business that does not in any event result in aggregate ownership by such representative of more than 2% of the outstanding amount of any class of securities of the Company; (B) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereof; (C) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof or any of their securities or assets; or (D) enter into any discussions, negotiations, arrangements or\nunderstandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way engage in discussions relating to the formation of, or participate in, a \u201cgroup\u201d within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing.\n(11) The provisions of this agreement relating to confidentiality shall terminate two years from the date hereof. The invalidity or enforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision.\n(12) This agreement shall be governed by the laws of the State of California applicable to agreements made and to be performed within.\n(13) \u201cYou\u201d used alone shall mean Silver Lake Management Company, L.L.C. and its officers, employees and Affiliates.\n(14) An \u201cAffiliate\u201d of, or person \u201caffiliated\u201d with, a specified person shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified and has received the Confidential Evaluation Material from such specified person.\nPlease confirm your agreement with the foregoing by signing and returning to the undersigned a copy of this letter.\nSERENA Software, Inc.\nBy /S/ MARK WOODWARD\nName: Mark Woodward\nTitle: CEO\nAccepted and Agreed as of the date first written above:\nSilver Lake Management Company, L.L.C.\nBy /S/ KENNETH HAO\nName: Kenneth Hao\nTitle: Managing Director\n", - "spans": [ - [ - 0, - 10 - ], - [ - 11, - 23 - ], - [ - 24, - 35 - ], - [ - 36, - 53 - ], - [ - 54, - 92 - ], - [ - 93, - 98 - ], - [ - 98, - 123 - ], - [ - 124, - 144 - ], - [ - 145, - 158 - ], - [ - 159, - 183 - ], - [ - 184, - 393 - ], - [ - 393, - 866 - ], - [ - 867, - 1126 - ], - [ - 1126, - 1352 - ], - [ - 1353, - 1510 - ], - [ - 1510, - 2701 - ], - [ - 2701, - 2762 - ], - [ - 2762, - 2857 - ], - [ - 2858, - 3154 - ], - [ - 3154, - 3357 - ], - [ - 3357, - 3589 - ], - [ - 3590, - 3750 - ], - [ - 3750, - 3841 - ], - [ - 3841, - 4148 - ], - [ - 4148, - 4192 - ], - [ - 4193, - 4309 - ], - [ - 4309, - 4558 - ], - [ - 4558, - 4817 - ], - [ - 4817, - 4843 - ], - [ - 4843, - 5144 - ], - [ - 5145, - 5521 - ], - [ - 5522, - 6228 - ], - [ - 6228, - 6673 - ], - [ - 6673, - 6762 - ], - [ - 6763, - 6871 - ], - [ - 6871, - 7025 - ], - [ - 7025, - 7232 - ], - [ - 7232, - 7312 - ], - [ - 7312, - 7439 - ], - [ - 7440, - 7610 - ], - [ - 7610, - 7733 - ], - [ - 7733, - 7813 - ], - [ - 7813, - 8016 - ], - [ - 8017, - 8338 - ], - [ - 8339, - 8541 - ], - [ - 8541, - 9226 - ], - [ - 9226, - 9702 - ], - [ - 9702, - 10010 - ], - [ - 10010, - 10071 - ], - [ - 10072, - 10396 - ], - [ - 10397, - 10511 - ], - [ - 10511, - 10650 - ], - [ - 10651, - 10785 - ], - [ - 10786, - 10901 - ], - [ - 10902, - 11224 - ], - [ - 11225, - 11340 - ], - [ - 11341, - 11362 - ], - [ - 11363, - 11383 - ], - [ - 11384, - 11403 - ], - [ - 11404, - 11414 - ], - [ - 11415, - 11470 - ], - [ - 11471, - 11509 - ], - [ - 11510, - 11528 - ], - [ - 11529, - 11546 - ], - [ - 11547, - 11571 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 33, - 43 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 21, - 22, - 23, - 24, - 25 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 11 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 32 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 34, - 38 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 31 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 15, - 16, - 17 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 34, - 36 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 14, - 30 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001277090/000110465905057084/a05-20673_1ex10.htm" - }, - { - "id": 578, - "file_name": "1277141_0001193125-15-184193_d923647dex99d2.htm", - "text": "Exhibit (d)(2)\nNON-DISCLOSURE AGREEMENT\nThis AGREEMENT is effective as of January 12, 2015 (\u201cEffective Date\u201d) by and between Pitney Bowes Inc., a company having a place of business at 3001 Summer Street, Stamford, CT 06905 (together with its subsidiaries and other affiliates, \u201cPBI\u201d), and Borderfree, Inc., a company having a place of business at 292 Madison Avenue, 5th Floor, New York, NY 10017 (together with its subsidiaries and affiliates \u201cBorderfree\u201d).\nThe parties hereto agree as follows:\n1. PBI and Borderfree each have an interest in exploring a possible negotiated business transaction (the \u201cTransaction\u201d) relating to the potential acquisition of Borderfree (the \u201cBusiness\u201d). To explore the Transaction, it may be necessary for each party to disclose certain Confidential Information to the other party. \u201cConfidential Information\u201d shall mean any information disclosed or provided to one party (the \u201cReceiving Party\u201d) on or after the Effective Date by or on behalf of the other party (the \u201cDisclosing Party\u201d), which the Disclosing Party has not released publicly and which the Disclosing Party considers confidential and/or in which the Disclosing Party has a proprietary interest. Confidential Information includes, without limitation, information, know-how, specifications, materials, models, plans, discoveries, trade secrets (as such term is defined in the Uniform Trade Secrets Act in effect on the Effective Date), records, data, business, marketing, manufacturing and financial records, operations and strategies, invention plans, distribution channels, and technical and product information, customer data, product services, information of the Disclosing Party\u2019s subsidiaries and entities under its control and other communications concerning the Transaction and/or the Disclosing Party\u2019s business and operations, together with all portions of analyses, compilations, notes, studies and other documents prepared by or for the benefit of the Receiving Party which contain or otherwise reflect any of the foregoing. The term Confidential Information also includes, without limitation: (a) the identity (by name or identifiable description) of the parties hereto; (b) the fact that the parties hereto are considering a Transaction; and (c) all analyses, compilations, forecasts, summaries, studies or other materials prepared by the Receiving Party and its Representatives (as defined below) in connection with their review of, or the Receiving Party\u2019s interest in, the Transaction which, in whole or in part, contain or reflect or are based on any information referred to in this Section (\u201cAnalyses\u201d). All information not meeting the requirements of this Section shall be considered non-confidential.\n2. For a period of three (3) years from the date of initial disclosure, Confidential Information received by the Receiving Party from the Disclosing Party hereunder shall be: (a) held in confidence by the Receiving Party and not disclosed to any third party; and (b) used by the Receiving Party only for the purpose of evaluating and completing the Transaction. The Receiving Party may disclose Confidential Information on a need to know basis to its and its affiliates\u2019 officers, directors, employees, consultants and advisors (including, without limitation, financial advisors, investment banks, the agents and lenders under the Receiving Party\u2019s existing credit facilities, attorneys and accountants) (\u201cRepresentatives\u201d) who have a need to know such information for purposes of evaluation and completion of the Transaction; provided that such Representatives shall be bound by terms of confidentiality and non-use consistent with those set forth in this Agreement. Each party will direct its Representatives not to disclose to any other person either: (a) the fact that the Confidential Information exists or has been made available to the Receiving Party, (b) that the parties are considering the Transaction, or (c) that discussions or negotiations are taking place or have taken place between the parties concerning the Transaction or any of the terms, conditions or other facts relating to the Transaction with the Receiving Party or such discussions or negotiations, including the status thereof or the subject matter of this Agreement (the matters described in the foregoing clauses (a)-(c) being referred to herein as \u201cTransaction Information\u201d). Each party agrees to be responsible for any breaches of any of the provisions of this Agreement by any of its Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy a party may have against the other party\u2019s Representatives with respect to such breach).\n3. The term Confidential Information does not include any information which: (a) is or becomes publicly available other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement or other obligation of confidentiality, or (b) is or becomes available to the Receiving Party\non a non-confidential basis from a source (other than the Disclosing Party or its Representatives) who is not known by the Receiving Party to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (c) is already in the Receiving Party\u2019s or its Representatives\u2019 possession (other than information furnished by or on behalf of the Disclosing Party), or (d) is independently developed by a party or any of its Representatives without violating any of such party\u2019s obligations hereunder or without reference to the Confidential Information.\n4. Unless otherwise agreed to by PBI in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to one or more members of the Pitney Bowes Corporate Development Department (the \u201cPBI Contacts\u201d). Contact information for the PBI Contacts is included in Exhibit A to this Agreement. Unless otherwise agreed to by Borderfree in writing, and without limiting any communications permitted by the last sentence of Section 12, (a) all communications regarding the Transaction, (b) requests for additional information, (c) requests for facility tours or management meetings, and (d) discussions or questions regarding procedures, timing and terms of the Transaction, will be submitted or directed exclusively to any of the contacts at Borderfree included in Exhibit A to this Agreement (the \u201cBorderfree Contacts\u201d).\n5. Notwithstanding anything to the contrary provided in this Agreement other than, and subject to, Section 12 of this Agreement, in the event the Receiving Party or any of its Representatives receives a request pursuant to or is required by law, rule, regulation, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner (any such requested or required disclosure, an \u201cExternal Demand\u201d) to disclose all or any part of the Disclosing Party\u2019s Confidential Information or Transaction Information, the Receiving Party or its Representatives, as the case may be, agree to (to the extent practicable and legally permissible) (a) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such External Demand, (b) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request or disclosure, and (c) assist the Disclosing Party, at the Disclosing Party\u2019s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained, unless the Disclosing Party waives compliance with the provisions hereof, the Receiving Party or its Representatives, as the case may be, may disclose only that portion of the Confidential Information or Transaction Information which it or its Representatives are advised by counsel is legally required to be disclosed and to only those persons to whom the Receiving Party or its Representatives are advised by counsel are legally required to receive such information, and the Receiving Party and its Representatives shall, at the Disclosing Party\u2019s expense, exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information or Transaction Information. For the avoidance of doubt, in no event shall PBI be permitted to make any disclosure of Confidential Information in response to any External Demand that arises from an action taken by PBI in violation of Section 12 of this Agreement.\n6. Confidential Information shall remain the property of the Disclosing Party at all times. If the Receiving Party determines not to proceed with the Transaction, the Receiving Party will promptly inform the Disclosing Party of that decision and, in that case, upon the request of the Disclosing Party or any of its Representatives, the Receiving Party will: (a) destroy all copies of the written Confidential Information in the Receiving Party\u2019s possession (other than any of your own Analyses), and (b) promptly destroy all the Disclosing Party\u2019s Analyses; provided however, that nothing in this Agreement shall require the destruction of investment memoranda prepared by the Receiving Party in the ordinary course of business and retained in accordance with the Receiving Party\u2019s general retention policies or computer backup tapes or copies of Confidential Information or Analyses created pursuant to automated archiving or backup procedures; and provided further that the Receiving Party\u2019s records department may retain one copy of such Confidential Information, subject to the terms of this Agreement, solely for compliance with legal or regulatory obligations or pursuant to its internal document retention policies. The Receiving Party will certify such destruction to the Disclosing Party, in writing signed by one of the Receiving Party\u2019s authorized Representatives. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party and its Representatives will continue to be bound by its and their obligations under this Agreement.\n7. Nothing herein shall obligate either party to disclose to or receive from the other party any particular information. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party is obligated to compensate the other for the use of any information disclosed under this Agreement for the purpose of this Transaction, except as may be otherwise provided in a written agreement between the parties. Unless and until a Definitive Agreement (as defined below) concerning the Transaction has been executed, neither party nor its affiliates nor its or its affiliates\u2019 Representatives shall have any legal obligation to the other party of any kind whatsoever with respect to the Transaction, whether by virtue of this Agreement (except as expressly provided herein), any other written or oral expression with respect to the Transaction, or otherwise.\n8. Each party acknowledges that the other party may: (a) explore opportunities similar to the Transaction with other companies that may be competitors of the acknowledging party; or (b) be involved in activities which are competitive with or complementary to the acknowledging party\u2019s activities by internal development, acquisition, joint venture, and/or other means. Nothing agreed to herein shall prevent either party from such activities; provided, however, that any Confidential Information received under this Agreement may be used only for the purpose of this Transaction and in no event shall be provided to any of such companies.\n9. Disclosure of any information under this Agreement shall not be construed as, directly or by implication, (a) granting any license under any United States or foreign patent, patent application or copyright, or any other intellectual property rights, (b) creating any agency or partnership relationship between the parties, or (c) granting the right to use either party\u2019s name, trade names, trademarks, service marks, logos or designs for any purpose, without the other party\u2019s prior written permission.\n10. The Disclosing Party represents and warrants that it has the right to disclose the Confidential Information disclosed under this Agreement for the purpose of this Transaction. Neither party nor any of its respective Representatives nor its respective Representatives\u2019 respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information or any other information disclosed under this Agreement and each party agrees that none of the foregoing will have any liability under this Agreement to the Receiving Party with respect to the Confidential Information or for any errors therein or omissions therefrom. Each party further agrees that it is not entitled to rely on the accuracy or completeness of the Confidential Information and that it will be entitled to rely solely on such representations and warranties as may be included in a Definitive Agreement (as defined below), subject to such limitations and restrictions as may be contained therein. The term \u201cDefinitive Agreement\u201d means a written agreement with respect to the Transaction, when and as executed and delivered by all the parties thereto, binds the parties thereto to close the Transaction, subject only to such conditions to closing as may be negotiated between the parties, and does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid.\n11. Each party agrees that for a period of two (2) years from the date of this Agreement, neither it nor any of its Representatives will, directly or indirectly, solicit for employment or employ any individual serving as an officer of the Disclosing Party or any employee of the Disclosing Party or any of its subsidiaries, in each case with whom the Receiving Party has had substantial contact during its investigation of the Disclosing Party and its business, in each case without obtaining the prior written consent of the Disclosing Party; provided that the Receiving Party may make general solicitations for employment not specifically directed at the Disclosing Party or any of its subsidiaries or their respective employees (including, without limitation, by a bona fide search firm) and solicit and employ (i) any person who responds to such general solicitations, and (ii) any person with whom the Receiving Party was discussing employment prior to the date of this Agreement or with whom the Receiving Party initiates discussions regarding employment after such person is no longer an employee of the Disclosing Party or its subsidiaries.\n12. Each party agrees that for a period of one (1) year from the date of this Agreement, unless invited or requested by the other party to do so, neither it nor any of its Representatives will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of the Disclosing Party\u2019s assets or businesses, or similar transactions involving the Disclosing Party or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Disclosing Party; (b) (i) acquire beneficial ownership of any securities (including in derivative form) of the Disclosing Party (collectively, a transaction specified in (a)(i), (a) (ii) and (b)(i) involving a majority of the Disclosing Party outstanding capital stock or consolidated assets, is referred to as a \u201cBusiness Combination\u201d), (ii) propose or seek, whether alone or in concert with others, any \u201csolicitation\u201d (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of the Disclosing Party, (iii) nominate any person as a director of the Disclosing Party, or (iv) propose any matter to be voted upon by the stockholders of the Disclosing Party; (c) directly or indirectly, form, join or in any way participate in a third party \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any securities (including in derivative form) of the Disclosing Party or a Business Combination involving the Disclosing Party; (d) request the Disclosing Party (or any of its Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (e) take any action that could reasonably be expected to require the Disclosing Party to make a public announcement regarding a potential Business Combination; provided, however, that the restrictions set forth in this paragraph shall terminate immediately upon the public announcement by the Disclosing Party that it has entered into a definitive agreement with a third party for a transaction involving a Business Combination. Notwithstanding the foregoing, a party may communicate to the board of directors of the other party or any member thereof confidential, non-public offers, proposals or inquiries relating to any potential transaction specified in the foregoing clauses (a)(i), (a)(ii) or (b)(i) with or involving the other party, in each case in a manner that would not require the other party to make a public disclosure thereof.\n13. Each party agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by the Receiving Party or its Representatives and that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach (or threatened breach), without proof of damages, and each party further agrees to waive, and use its best efforts to cause its Representatives to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.\n14. Notices given under this Agreement shall be in writing and delivered by first class, certified mail, by nationally-recognized overnight carrier service or by email (followed by overnight delivery by a nationally-recognized overnight carrier service) to each signatory at the addresses identified on page 1 of this Agreement unless changed by written notice. Unless changed by written notice, notices to Borderfree shall be sent to the address set forth above to: Attention Michael DeSimone, Chief Executive Officer, with a copy to Office of the General Counsel; and notices to PBI shall be sent to the address set forth above to: Attention: Jeff Brennan, Vice President, Corporate Development & Strategy with a copy to: Attention: Office of the General Counsel.\n15. The Disclosing Party does not intend to waive any of the attorney-client privilege, work product doctrine or other applicable privilege with respect to any of its Confidential Information or other materials. To the extent that any Confidential Information or other materials may inadvertently include such privileged information, upon the Disclosing Party\u2019s request the Receiving Party and its Representatives will immediately destroy or return any such Confidential Information and other materials.\n16. This Agreement supersedes all prior agreements, understandings, representations and statements, whether oral or written, between the parties relating to the subject matter of this Agreement. In the event that the terms or conditions of use or confidentiality or non-disclosure provision of any electronic data room established or maintained by either party or its Representatives conflicts with the terms of this Agreement, the terms of this Agreement shall govern. This Agreement contains the entire Agreement between the parties hereto concerning the subject matter hereof, and no provision of this Agreement may be waived, in whole or in part, nor any consent given, unless approved in writing by a duly authorized representative of the party providing such waiver or consent, which writing specifically refers to this Agreement and the provision for which such waiver or consent is given. In the event that any provision of this Agreement is deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.\n17. The terms of this Agreement may be changed, amended or modified, in whole or in part, only by subsequent written agreement duly executed by an authorized representative of each party. Neither party may assign this Agreement without the prior written consent of the other party. This Agreement shall be binding on, and shall inure to the benefit of and shall be enforceable by, the parties and their successors and permitted assigns. For the convenience of the parties, this Agreement may be executed by exchange of electronic signatures and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one Agreement binding on both parties.\n18. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts between residents of that State and executed in and to be performed entirely within that State. Each party hereto consents to personal jurisdiction in that State and voluntarily submits to the jurisdiction of the federal and state courts located in the Delaware in any action or proceeding with respect to this Agreement and each party irrevocably waives the right to assert the doctrine of forum non conveniens or a similar doctrine or to object to venue with respect to any action or proceeding brought in any such court. Each party agrees that it may be served with process at its address set forth on the first page hereof.\n19. Each party assures the other that it does not intend to, and will not, export or re-export any technical information received under this Agreement, including but not limited to Confidential Information, without compliance with all export control regulations applicable to the Disclosing Party.\n20. Each party acknowledges that it may receive material non-public information in connection with its evaluation of the Transaction and that it is aware (and will so advise any person, including its Representatives, to whom it provides Confidential Information) that the United States and other securities laws as may be applicable impose restrictions on trading in securities when in possession of such information and such laws prohibit the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information. The Disclosing Party acknowledges that it is not acting as an advisor to the Receiving Party and will not receive any amount that could be construed as a \u201cminimum fee\u201d within the meaning of United States Treas. Reg. Section 1.6011-4(b)(3) (or any successor thereto). In the event one party claims that the Transaction is a proprietary or exclusive transaction, then that party will confirm in writing to the other party that there is no limitation on disclosure of the United States federal tax treatment or tax structure of the Transaction.\n21. No failure or delay by a party to this Agreement in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other right or further exercise thereof or the exercise of any other right, power or privilege.\n22. This Agreement shall terminate three (3) years from the Effective Date, and upon termination, neither party shall thereafter have any obligation to the other party under this Agreement.\nIN WITNESS WHEREOF, the parties, by their duly authorized representatives, have executed this Agreement.\nPITNEY BOWES INC. BORDERFREE, INC.\nBy: /s/ Jeff Brennan (sign) By: /s/ Michael DeSimone (sign)\nName: Jeff Brennan Name: Michael DeSimone\nTitle: VP, Corporate Development & Strategy Title: Chief Executive Officer\n[Signature Page to Non-Disclosure Agreement]\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 39 - ], - [ - 40, - 458 - ], - [ - 459, - 495 - ], - [ - 496, - 686 - ], - [ - 686, - 814 - ], - [ - 814, - 1191 - ], - [ - 1191, - 2031 - ], - [ - 2031, - 2100 - ], - [ - 2100, - 2178 - ], - [ - 2178, - 2250 - ], - [ - 2250, - 2617 - ], - [ - 2617, - 2715 - ], - [ - 2716, - 2891 - ], - [ - 2891, - 2979 - ], - [ - 2979, - 3078 - ], - [ - 3078, - 3684 - ], - [ - 3684, - 3771 - ], - [ - 3771, - 3876 - ], - [ - 3876, - 3933 - ], - [ - 3933, - 4308 - ], - [ - 4308, - 4372 - ], - [ - 4372, - 4708 - ], - [ - 4709, - 4786 - ], - [ - 4786, - 4982 - ], - [ - 4982, - 5032 - ], - [ - 5033, - 5274 - ], - [ - 5274, - 5428 - ], - [ - 5428, - 5613 - ], - [ - 5614, - 5749 - ], - [ - 5749, - 5799 - 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General. In connection with the consideration of a possible negotiated transaction (a \u201cPossible Transaction\u201d) between the Parties and/or their respective subsidiaries (each such Party being hereinafter referred to, collectively with its subsidiaries, as a \u201cCompany\u201d), each Company (in its capacity as a provider of information hereunder, a \u201cProvider\u201d) is prepared to make available to the other Company (in its capacity as a recipient of information hereunder, a \u201cRecipient\u201d) certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which has been or is furnished to the Recipient or its Representatives (as defined below) in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information or (iv) is or has been independently developed by an employee, agent or contractor of the Recipient without use or reference to any information furnished by Provider or its Representatives.\n(b) The term \u201cRepresentatives\u201d shall include the directors, officers, employees, agents, partners or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. Each Recipient shall, and it shall cause its Representatives to, use the Evaluation Material solely for the purpose of evaluating a Possible Transaction, keep the Evaluation Material confidential, and, subject to Section 5, will not, and\nwill cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives who need to know such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of such Recipient\u2019s Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein.\n4. Non-Disclosure of Discussions. Subject to Section 5, Potential Buyer agrees that, without the prior written consent of Convio, Potential Buyer will not, and will cause its Representatives not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Companies, (ii) that discussions or negotiations are taking place between the Companies concerning a Possible Transaction, or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof). Potential Buyer acknowledges that Convio is free to disclose (i) that Evaluation Material has been exchanged between the Companies or (ii) that discussions or negotiations are taking place between the Companies concerning a Possible Transaction; provided that Convio does not, and causes its Representatives not to, disclose to any other Person the identity of Potential Buyer or any of the terms, conditions or other facts with respect to a Possible Transaction except to the extent permitted by Section 5 or as otherwise believed reasonably required or necessary to comply with the fiduciary duties or other obligations applicable to Convio and its directors, officers and employees or with other applicable law.\n5. Legally Required Disclosure. If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide the Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that the Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, a Recipient or any of its Representatives is nonetheless legally compelled to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 or would otherwise be liable for contempt or suffer other censure or penalty, such Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is legally required to disclose, provided that the Recipient and/or its Representatives cooperate with the Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material.\n6. Return or Destruction of Evaluation Material. If either Company decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Company of that decision. In that case, or at any time upon the request of a Provider for any reason, a Recipient will, and will cause its Representatives to, within five business days after receipt of such notice or request, destroy or return all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence signed by an executive officer of the Recipient. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by such Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n7. No Solicitation/Employment. Neither Recipient will, within twelve (12) months from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the officers of Provider or any other employees or contractors of the Provider engaged in evaluating the Potential Transaction or information about whom has been provided to Recipient in connection with evaluating the Potential Transaction, so long as they are employed by the Provider and for six months after they cease to be employed by Provider. A Recipient is not prohibited from soliciting by means of a general advertisement not directed at (i) any particular individual or (ii) the employees of the Provider generally.\n8. Standstill. Each Company agrees that, for a period of fourteen (14) months after the date of this Agreement (the \u201cStandstill Period\u201d), unless specifically invited in writing by the other Company, neither it nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d)) or Representatives (acting in any capacity other than as an advisor in any of the following cases) will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of any securities (or beneficial ownership thereof) or assets of the other Company or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving the other Company or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Company or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Company;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) with respect to the securities of the other Company;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving the other Company or its securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Company;\n(e) take any action which might force the other Company to make a public announcement regarding any of the types of matters set forth in (a) above; or\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing.\nEach Company also agrees during the Standstill Period not to request the other Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 8 (including this sentence).\nNotwithstanding the foregoing, the restrictions set forth in this paragraph 8 shall terminate with respect to a Company (1) in the event of an Acquisition Transaction (as defined below) with respect to the other Company (the \u201cAcquired Company\u201d) or the commencement by a party other than the Company or its affiliates of a tender or exchange offer for an Acquisition Transaction with respect to the Acquired Company, and either (x) not rejected by the Acquired Company within ten (10) business days thereof or (y) accepted by the Acquired Company, or (2) if the Acquired Company shall have entered into a definitive agreement providing for an Acquisition Transaction. \u201cAcquisition Transaction\u201d means any direct or indirect acquisition or purchase (whether through the purchase of shares, merger, consolidation or otherwise) of (i) all or substantially all of the assets of a Company and its subsidiaries on a consolidated basis or (ii) 50% or more of the voting securities of, or equity interests in, a Company or any of its subsidiaries by any person or group other than such Company or its affiliates.\n9. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Company understands and agrees that the Companies have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Companies that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n10. Compliance with Securities Laws. Each Recipient agrees that it and its Representatives will not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n11. Not a Transaction Agreement. Each Company understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Companies unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Company hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Companies\nshall have entered into a final definitive agreement for a Possible Transaction. Each Company also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Company will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Neither Company is under any obligation to accept any proposal regarding a Possible Transaction and either Company may terminate discussions and negotiations with the other Company at any time. Potential Buyer further agrees that (i) Convio shall be free to conduct any process for any Possible Transaction as Convio in its sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement therewith without prior notice to the Potential Buyer or any other Person), (ii) any procedures relating to such process or Possible Transaction may be changed at any time without notice to the Potential Buyer or any other Person, and (iii) unless a final definitive agreement relating to a Possible Transaction is entered into, the Potential Buyer shall not, by virtue of this Agreement, have any claims whatsoever against the other Company, the Representatives of the other Company or any of their respective directors, officers, stockholders, owners, affiliates or agents arising out of or relating to any Possible Transaction except with respect to explicit obligations hereunder.\n12. No Representations or Warranties; No Obligation to Disclose. Each Recipient understands and acknowledges that neither the Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of such Provider and shall have no liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to such Recipient or its Representatives or any errors therein or omissions therefrom. As to the information delivered to the Recipient, each Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Company to provide, or to continue to provide, any information to any Person.\n13. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n14. Remedies. Each Company understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Company or any of its Representatives and that the Company against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Company of this Agreement, but shall be in addition to all other remedies available at law or equity to the Company against which such breach is committed.\n15. Legal Fees. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either Company or its Representatives has breached this Agreement, then the Company which is, or the Company whose Representatives are, determined to have so breached shall be liable and pay to the other Company the reasonable legal fees and costs incurred by the other Company in connection with such litigation, including any appeal therefrom.\n16. Governing Law. This Agreement is for the benefit of each Company and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. Each Company also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts of the United States of America located in State of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and any Possible Transaction. Each Company agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to such Company\u2019s address set forth below shall be effective service of process for any action, suit or proceeding relating thereto brought against such Company in any such court. Each Company hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Possible Transaction in any such court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n17. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Companies intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n18. Construction. The Companies have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Companies and no presumption or burden of proof shall arise favoring or disfavoring either Company by virtue of the authorship at any of the provisions of this Agreement.\n19. Term. This Agreement shall terminate five years after the date of this Agreement (except with respect to trade secrets for which the term shall be perpetual).\n20. Entire Agreement. This Agreement contains the entire agreement between the Companies regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Companies regarding such subject matter.\n21. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together hall be deemed to constitute a single instrument.\n22. Information Providers. Each Recipient may only request Evaluation Material from the other Company\u2019s Chief Executive Officer, Chief Financial Officer or General Counsel, outside financial advisor or law firm (in each case only if advising the Company with respect to the Possible Transaction) or other individual or entity designated in writing by any such officer of the Company as an \u201cApproved Information Provider.\u201d A Recipient may not, and shall cause its Representatives not to, contact any other employee of the Provider.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nCONVIO, INC. BLACKBAUD, INC.\nBy: /s/ Gene Austin By: /s/ Jon W. Olson\nName: Gene Austin Name: Jon W. 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(hereinafter \u201cSHIRE\u201d), and New River Pharmaceuticals Inc. (formerly, Lotus Biochemical Corporation), a Virginia corporation with offices located at The Governor Tyler, 1902 Downey Street, Radford, Virginia 24141 (hereinafter \u201cNEW RIVER\u201d) (each individually hereinafter referred to as a \u201cParty\u201d and collectively referred to as \u201cParties\u201d).\nRecitals\n WHEREAS the Parties intend to engage in discussions and evaluations concerning one or more potential arrangements by which SHIRE and NEW RIVER may enter into a business relationship or may enter into one or more business transactions (hereinafter collectively referred to as the \u201cBusiness Purpose\u201d); and\n WHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either or both Parties to disclose Confidential Information (as defined below) both orally and/or in writing; and\n WHEREAS the Parties intend that any Confidential Information disclosed by either Party shall be used by the other Party only to further the Business Purpose and that any Confidential Information disclosed shall be protected from further disclosure to unauthorized parties by the terms of this Agreement.\n NOW, THEREFORE, in consideration of the discussions and the sharing of information between the Parties, and the premises, conditions, covenants and warranties herein contained, the Parties agree as follows:\n 1. Definitions. For purposes of this Agreement, the terms below shall have the following meanings:\n (a) \u201cConfidential Information\u201d shall mean:\n (i) with respect to NEW RIVER, information as defined generally in section l(a)(ii) following, as well as information, in any format, whether written, oral, visual, electronic, or otherwise, and whether commercial, technical, non-technical, or regulatory in nature, including, without limitation, data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, pricing information, studies, findings, inventions, ideas, materials, documents, lists, financial information, investments, information concerning current or proposed products, services or methods of manufacture, operation and/or business plans, whether or not originated by NEW RIVER, which relates to NEW RIVER\u2019s proprietary polypeptide and polymer conjugate chemistry and NEW RIVER\u2019s platform technology CarrierwaveTM, and processes and analytical techniques associated with these products/technologies and their successors. Where any Confidential Information is derived from the synthesis in a unique manner, or into a unique concept, of various elements that may be contained in the public domain, no part of the Confidential Information shall be deemed to be in the public domain or to be in SHIRE\u2019s possession or to be thereafter acquired by SHIRE merely because it embraces information in the public domain or general information that SHIRE may thereafter acquire.\n (ii) with respect to either Party, information, in any format, whether written, oral, visual, electronic, or otherwise, including, without limitation, data, materials, documents, lists, financial information, investments, information concerning current or proposed products, services or methods of operation and/or business plans, whether or not originated by the Disclosing Party, which is used in Disclosing Party\u2019s business and is (a) proprietary to, about, or created by Disclosing Party; (b) gives Disclosing Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Disclosing Party; (c) which from all the relevant circumstances should reasonably be assumed by Receiving Party to be confidential and proprietary to Disclosing Party or would appear to be of a proprietary nature and, therefore, should not be disclosed to a third party without the Disclosing Party\u2019s consent; including business, financial, customer, supplier, and technical data; or (d) not generally known by non-Disclosing Party personnel.\n (iii) any information which the Disclosing Party orally or visually discloses and identifies at the time of disclosure as being disclosed in confidence and which is reduced to tangible form and such tangible form is delivered to the receiving party within ten\n(10) days after the date of first disclosure. If such Information was provided orally, the notice given to the Receiving Party shall include a written description of such Information.\n (b) \u201cDisclosing Party\u201d shall mean the Party disclosing Confidential Information.\n (c) \u201cReceiving Party\u201d shall mean the Party receiving disclosure of the Confidential Information.\n 2. Applicability. This Agreement shall apply to all Confidential Information disclosed by one Party to the other Party. This Agreement shall apply to Confidential Information of the Parties\u2019 parent, subsidiary and affiliated companies, and the nondisclosure obligations set forth herein shall apply to the Parties\u2019 parent, subsidiary and related companies.\n 3. Non-Disclosure Obligation. Each Party agrees:\n (a) to hold the other Party\u2019s Confidential Information in strict confidence;\n (b) to exercise at least the same care in protecting the other Party\u2019s Confidential Information from disclosure as the Party uses with regard to its own Confidential Information;\n (c) not to disclose such Confidential Information to third parties; and\n (d) not to use any Confidential Information for any purpose except for the Business Purpose without the prior, written consent of the Disclosing Party.\n 4. Disclosure to Representatives. Each Party may disclose the other Party\u2019s Confidential Information to its directors, officers, members, managers, employees, legal advisors, and financial advisors (each bound by obligations of confidentiality consistent with this Agreement) who have bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each Party agrees to instruct all such representatives not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the Disclosing Party.\n 5. Non-Confidential Information. Confidential Information shall not include information which the Receiving Party is able to demonstrate by competent proof:\n (a) is now or hereafter becomes, through no act or omission on the part of the Receiving Party, generally known or available within the industry, or is now or later enters the public domain through no act or omission on the part of the Receiving Party;\n (b) was acquired or known by the Receiving Party before receiving such information from the Disclosing Party under this Agreement as shown by the Receiving Party\u2019s written records;\n (c) is hereafter rightfully furnished to the Receiving Party by a third party having a right to disclose it, without restriction as to use or disclosure;\n (d) is information which the Receiving Party can document was independently developed by the Receiving Party without reference to Confidential Information furnished by the Disclosing Party;\n (e) is required by a court or other governmental authority of competent jurisdiction to be disclosed by the Receiving Party, provided the Receiving Party uses reasonable efforts to give the Disclosing Party reasonable notice of such required disclosure; or\n (f) is disclosed with the prior, written consent of the Disclosing Party.\n 6. Removal of Confidential Materials. Each Party agrees not to remove any materials or tangible items containing any of the other party\u2019s Confidential Information from the premises of the Disclosing Party without the Disclosing Party\u2019s consent. Each Party agrees to comply with any and all terms and conditions that the Disclosing Party imposes upon approved removal of such materials or items, including, without limitation, that the removed materials or items must be returned by a certain date, and that no copies of the removed materials or items are to be made.\n 7. Return of Confidential Information. Upon the Disclosing Party\u2019s request, the Receiving Party will promptly return to the Disclosing Party all materials or tangible items containing the Disclosing Party\u2019s Confidential Information and all copies thereof.\n 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party\u2019s Confidential Information, or any breach of the Agreement by the Receiving Party, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n 9. No Grant of Rights. Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party\u2019s Confidential Information except as specified in this Agreement.\n 10. Limitation As To Effect. Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation to enter into any further agreement, and nothing contained in this Agreement shall be construed, by implication or otherwise, as a grant, option, or license under any patent, trade secret, copyright, trademark, or other proprietary rights of either party. In the event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party agrees and understands that the Disclosing Party will have all rights and remedies available to it under the applicable law as a result of said Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright. In the event that the Confidential Information is or becomes the subject of a, or a plurality of, Patent Application(s), Laid-Open Patent Application(s), Patent(s) or Copyright, the Receiving Party shall not be in breach of this Agreement simply by acting in accordance with its terms and conditions.\n 11. Equitable and Legal Relief. Each Party acknowledges that all of the Disclosing Party\u2019s Confidential information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.\n 12. Termination. This Agreement shall became effective upon the Effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties.\n 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows:\nIf to NEW RIVER:\nNew River Pharmaceuticals Inc.\nThe Governor Tyler\n1902 Downey Street\nRadford, VA 24141 USA\nAttention: Randal J. Kirk\nFax: (540) 633-7979\nWith a copy to:\nNew River Pharmaceuticals Inc.\nThe Governor Tyler\n1902 Downey Street\nRadford, VA 24141 USA\nAttention: Marcus E. Smith, Esq.\nFax No.: (540) 633-7971\nIf to SHIRE:\nShire US Inc.\n7900 Tanners Gate Drive\nFlorence, KY 41042 USA\nAttention: Jeff Martini\nFax: (859) 282-2103\nWith a copy to:\nShire US Inc.\n7900 Tanners Gate Drive\nFlorence, KY 41042 USA\nAttention: Kevin T. Anderson, Esq.\nFax: (859)282-1794\nAny party may change its address for notices by giving the other party notice of such change in the manner provided above.\n 14. Integration. This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.\n 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.\n 16. Governing Law; Attorneys\u2019 Fees. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof). Each party irrevocably submits to the jurisdiction of the United States District Court for the Western District of the Commonwealth of Virginia for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against any party and (i) each party hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court, (ii) to the extent that any party has acquired, or hereafter may acquire, any immunity from jurisdiction of any such court or from any legal process therein, it hereby waives, to the fullest extent permitted by law, such immunity and (iii) agrees not to commence any action, suit or proceeding relating to this Agreement except in such court. Each party hereby waives, and agrees not to assert in any such suit, action or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) it is not personally subject to the jurisdiction of any such court, (b) it is immune from any legal process (whether through service or notice, attachment prior to judgment attachment in aid of execution, execution or otherwise) with respect to it or its property or (c) any such suit, action or proceeding is brought in an inconvenient forum. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys\u2019 fees and expenses.\n 17. Waiver. No waiver by either Party, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either Party, whether express or implied, of any breach or default by the other party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement.\n 18. Binding Authority. Each Party represents and warrants that (a) it has the power and authority to enter into this Agreement, (b) it has the right to permit the other Party to evaluate Information in accordance herewith, and (c) the terms of this Agreement are not inconsistent with any other contractual or legal obligation it may have.\n 19. Multiple Counterparts. This Agreement may be executed in any number of counterparts, and the Parties may execute and exchange facsimile copies of this Agreement, all of which taken together shall constitute one agreement.\n IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives on the date set forth above.\nNew River Pharmaceuticals Inc. Shire US Inc.\nBy: -s- Randal J. Kirk By: -s- Jeffrey W. Martini\n Randal J. Kirk Name: Jeffrey W. 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51 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001288379/000095012307003101/y31044exv99wdw5.htm" - }, - { - "id": 581, - "file_name": "1288379_0000950123-07-003101_y31044exv99wdw6.htm", - "text": "Exhibit (d)(6)\nNON- DISCLOSURE & CONFIDENTIALITY AGREEMENT\n THIS NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT (hereinafter this \u201cAgreement\u201d) is made and entered into as of the 28th day of November, 2006 (hereinafter \u201cEffective Date\u201d), by and between Shire Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 725 Chesterbrook Boulevard, Wayne, PA 19087 (\u201cSHIRE\u201d), L.E.K. Consulting LLC, 28 State Street, 16th Floor, Boston, Massachusetts 02109 (\u201cL.E.K.\u201d), and New River Pharmaceuticals Inc., a Virginia corporation with offices located at The Governor Tyler, 1881 Grove Avenue, Radford, Virginia 24141 (\u201cNEW RIVER\u201d) (each individually hereinafter referred to as a \u201cParty\u201d and collectively referred to as \u201cParties\u201d).\nRecitals\n WHEREAS the Parties intend to engage in discussions and evaluations concerning one or more potential arrangements by which SHIRE and NEW RIVER may enter into a business relationship or may enter into one or more business transactions related to \u201cProject Night\u201d (hereinafter collectively referred to as the \u201cBusiness Purpose\u201d);\n WHEREAS SHIRE has engaged L.E.K. to assist SHIRE in its discussions and evaluations in connection with the Business Purpose;\n WHEREAS the Parties recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either NEW RIVER or SHIRE or both Parties to disclose Confidential Information (as defined below) to a Receiving Party, whether orally, in writing, graphically, electronically or by visual inspection of the premises of the Disclosing Party, and\n WHEREAS the Parties intend that any Confidential Information disclosed by either NEW RIVER or SHIRE shall be used by any other Party only to further the Business Purpose and that any Confidential Information disclosed shall be protected from further disclosure to unauthorized parties by the terms of this Agreement.\n NOW, THEREFORE, in consideration of the discussions and the sharing of information between the Parties, and the premises, conditions, covenants and warranties herein contained, the Parties agree as follows:\n 1. Definitions. For purposes of this Agreement, the terms below shall have the following meanings:\n (a) \u201cConfidential Information\u201d shall mean commercial, corporate, scientific, regulatory and technical information, including, without limitation, data, materials, documents, agreements, lists, financial information, investments, information concerning current or proposed products, technologies, applications, service or methods of operation and/or business plans, customers, suppliers, and any copies or versions of the information disclosed, relating to NEW\nCONFIDENTIAL\nRIVER or SHIRE, that NEW RIVER or SHIRE, respectively, regards as its highly valuable trade secrets, confidential information, and proprietary property. Where any Confidential Information is derived from the synthesis in a unique manner, or into a unique concept, of various elements that may be contained in the public domain, no part of the Confidential Information shall be deemed to be in the public domain or to be in the Receiving Party\u2019s possession or to be thereafter acquired by the Receiving Party merely because it embraces information in the public domain or general information that the Receiving Party may thereafter acquire.\n (b) \u201cDisclosing Party\u201d shall mean the Party disclosing Confidential Information.\n (c) \u201cReceiving Party\u201d Shall mean the Party receiving disclosure of the Confidential Information.\n (d) It is specifically understood and agreed that Confidential Information shall include the existence of this Agreement and its terms and the fact that the Parties are discussing and evaluating the Business Purpose.\n 2. Applicability. This Agreement shall apply to all Confidential Information disclosed by the Disclosing Party to the Receiving Party, and Confidential Information shall include extracts, analyses, compilations, studies or other documents or records prepared by or for the Receiving Party or any of Receiving Party\u2019s Representatives (defined in Paragraph 4) to the extent that such extracts, analyses, compilations, studies, documents or records contain or otherwise reflect or are generated from the Disclosing Party\u2019s Confidential Information.\n 3. Non-Disclosure Obligation. Each Party agrees:\n (a) to hold the other Party\u2019s Confidential Information in strict confidence in accordance with this Agreement;\n (b) to exercise at least the same care in protecting the other Party\u2019s Confidential Information from disclosure as the Party uses with regard to its own Confidential Information (but in no event less than reasonable care);\n (c) not to disclose such Confidential Information to third parties (including, without limitation, any clients, affiliates, independent contractors and consultants) without the prior, written consent of the Disclosing Party except as expressly permitted under Paragraph 4; and\n (d) not to use any Confidential Information for any purpose except for the Business Purpose without the prior written consent of the Disclosing Party.\n 4. Disclosure to Representatives, Conduct of Activities, and Prohibited Activities.\n (a) Subject to the restrictions set forth below in this Section 4, each Party may disclose the other Party\u2019s Confidential Information to its directors, officers, employees, legal advisors, financial advisors and accountants, each bound by obligations of confidentiality consistent with this Agreement, who have a bona fide need to know (\u201cRepresentatives\u201d), but only to the extent necessary to carry out the Business Purpose. Each Party agrees to instruct all such Representatives (i) of the identities of the Party\u2019s other permitted Representatives, and (ii) not to disclose such Confidential Information to any third parties (including, without limitation, any clients, affiliates, subsidiaries, independent contractors, and consultants) other than the identified Representatives without the prior written permission of the Disclosing Party. The Receiving Party shall be responsible for the conduct and compliance of its Representatives under this Agreement.\n (b) SHIRE shall not disclose the existence of this Agreement or the related discussions except to its Representatives identified on Exhibit A hereto, the L.E.K. Representatives identified on Exhibit B hereto, or to the NEW RIVER Representatives identified on Exhibit C hereto.\n (c) L.E.K. shall not disclose the existence of this Agreement or the related discussions except to its Representatives identified on Exhibit B hereto, the SHIRE Representatives identified on Exhibit A hereto, or to the NEW RIVER Representatives identified on Exhibit C hereto.\n (d) NEW RIVER shall not disclose the existence of this Agreement or the related discussions except to its Representatives identified on Exhibit C hereto, the SHIRE Representatives identified on Exhibit A hereto, or to the L.E.K. Representatives identified on Exhibit B hereto.\n (e) In assisting SHIRE in discussions and evaluations in connection with the Business Purpose, L.E.K. may be communicating with NEW RIVER employees, consultants, or contractors not identified as NEW RIVER Representatives on Exhibit C hereto. In all such communications, L.E.K. shall not disclose the name of its client or otherwise permit any communication or disclosure that could result in such NEW RIVER employees, consultants, or contractors identifying SHIRE as having any involvement in the work being performed by L.E.K.\n 5. Non-Confidential Information. The confidentiality and non-use provisions of this Agreement shall not include information that the Receiving Party is able to demonstrate by competent proof:\n (a) is now or hereafter becomes, through no act or omission on the part of the Receiving Party, generally known or available within the industry without restriction as to its use or disclosure, or is now or later enters the public domain through no act or omission on the part of the Receiving Party;\n (b) was acquired or known by the Receiving Party before receiving such information from the Disclosing Party as shown by the Receiving Party\u2019s written records;\n (c) is hereafter rightfully furnished to the Receiving Party by a third party having a right to disclose it, without restriction as to use or disclosure;\n (d) is information that the Receiving Party can document was independently developed by or for the Receiving Party without reference to Confidential Information acquired from the Disclosing Party;\n (e) is required by a court or other governmental authority of competent jurisdiction to be disclosed by the Receiving Party, provided that (i) the Receiving Party shall have used reasonable efforts to give the Disclosing Party prompt notice of any required disclosure, and (ii) Receiving Party shall have informed the requesting authority of the confidential nature of the information and used reasonable efforts to obtain confidential treatment for the information required to be disclosed; or\n (f) is disclosed with the prior, written consent of the Disclosing Party specifically authorizing such disclosure by the Receiving Party.\n 6. Removal of Confidential Materials. Each Party agrees not to remove any materials or tangible items containing any of the other Party\u2019s Confidential Information from the premises of the Disclosing Party without the Disclosing Party\u2019s consent. Each Party agrees to comply with any and all terms and conditions that the Disclosing Party imposes upon approved removal of such materials or items, including, without limitation, that the removed materials or items must be returned by a certain date, and that no copies of the removed materials or items are to be made without the consent of the Disclosing Party.\n 7. Return of Confidential Information. Upon the Disclosing Party\u2019s request, the Receiving Party will promptly return to the Disclosing Party all materials or tangible items containing the Disclosing Party\u2019s Confidential Information and all copies thereof; provided, however, Receiving Party\u2019s legal department or outside legal counsel may maintain a single copy of Disclosing Party\u2019s Confidential Information for purposes of regulatory compliance and compliance with the terms and conditions of this Agreement.\n 8. Notification. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Disclosing Party\u2019s Confidential Information, or any breach of the Agreement by the Receiving Party or its Representative, and will cooperate with the Disclosing Party in any reasonable fashion in order to assist the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.\n 9. No Grant of Rights. Each Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the Receiving Party, by license or otherwise, to use any of the Disclosing Party\u2019s Confidential Information except for the Business Purpose.\n 10. Limitation As To Effect. Nothing contained in this Agreement shall be construed, by implication or otherwise, as an obligation to enter into any further agreement, and nothing contained in this Agreement shall be construed, by implication or otherwise, as a grant, option, or license under any patent, trade secret, copyright, trademark, or other proprietary rights of either Party.\n 11. Equitable and Legal Relief. Each Party acknowledges that all of the Disclosing Party\u2019s Confidential Information is owned solely by the Disclosing Party (and/or its licensors) and that the unauthorized disclosure or use of such Confidential Information may cause irreparable harm and significant injury, the degree of which may be difficult to ascertain and for which monetary damages would provide an insufficient remedy. Accordingly, each Party agrees that the Disclosing Party shall have the right to seek an immediate injunction from any court of competent jurisdiction enjoining actual or threatened breach of this Agreement and/or actual or threatened disclosure of the Confidential Information without the necessity of posting a bond or other security. Each Party shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.\n 12. Term. This Agreement shall become effective upon the effective Date and shall remain in effect for five (5) years from the Effective Date unless extended by the written consent of the Parties.\n 13. Notice. All notices under this Agreement shall be in writing and shall be deemed duly given if sent by fax copy as directed below and followed by hard copy, dispatched on the same day (a) by a nationally reputable delivery service, prepaid and addressed as set forth below, or (b) by certified or registered mail, return receipt requested, postage prepaid, and addressed as follows.\nIf to NEW RIVER:\nNew River Pharmaceuticals Inc.\nThe Governor Tyler\n1881 Grove Ave\nRadford, VA 24141\nAttention: Legal Department\nFax No.: (540) 633-7939\nIf to SHIRE:\nShire Pharmaceuticals, Inc.\n725 Chesterbrook Boulevard\nWayne, PA 19087\nAttention: Legal Department\nFax No.: 484-595-8163\nIf to L.E.K.:\nL.E.K. Consulting LLC\n28 State Street\n16th Floor\nBoston, MA 02109\nAttention: Mike Clabault\nFax No.: 617-951-9392\nAny party may change its address for notices by giving the other party notice of such change in the manner provided above.\n 14. Integration. This Agreement, subject to the terms and conditions imposed on the removal of Confidential Information under Paragraph 6, sets forth the entire agreement between the Parties with respect to the subject matter hereof, and it may not be modified or amended except by a written agreement executed by the parties hereto; provided, however, (a) each existing confidentiality agreement between some or all of the Parties shall survive the execution of this Agreement and continue in full force and effect in accordance with its stated terms and conditions, and (b) the confidentiality obligations arising under the United States Collaboration Agreement, dated March 31, 2005, by and among Shire LLC, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., or under the ROW Territory License Agreement, dated March 31, 2005, by and among Shire Pharmaceuticals Ireland Limited, Shire Pharmaceuticals Group PLC, and New River Pharmaceuticals Inc., shall survive the execution of this Agreement and continue in full force and effect in accordance with the stated terms and conditions of each.\n 15. Severability. If any provision of this Agreement is declared to be invalid, void or unenforceable, (a) the remaining provisions of this Agreement shall continue in full force and effect, and (b) the invalid or unenforceable provision shall be replaced by mutual agreement of the Parties in writing by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.\n 16. Governing Law. The validity and interpretation of this Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding conflicts of laws provisions thereof).\n 17. Waiver. No waiver by either Party of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by either Party of any breach or default by the other Party, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement. No waiver of any provision, breach or default shall be effective unless made in writing and signed by an authorized representative of the Party against whom waiver is sought.\n 18. Binding Authority. Each Party represents and warrants that (a) it has the power and authority to enter into this Agreement; (b) it has the right to permit the other Party to evaluate the Confidential Information in accordance herewith; and (c) the terms of this Agreement are not inconsistent with any other contractual or legal obligation it may have.\n 19. Multiple Counterparts. This Agreement may be executed in any number of counterparts, and the Parties may execute and exchange facsimile copies of this Agreement, all of which taken together shall constitute one agreement.\n 20. Insider Trading. Each Party acknowledges that (a) the Disclosing Party\u2019s Confidential Information may represent material, non-public information of the Disclosing Party; (b) federal securities laws prohibit anyone who is in possession of material, non-public information from purchasing or selling the Disclosing Party\u2019s securities on the basis of material, non-public information of the Disclosing Party; and (c) each Party shall comply with all applicable securities laws and regulations with respect to material, non-public information of the Disclosing Party disclosed under this Agreement.\n 21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, executors, administrators and permitted assigns. Neither Party may assign this Agreement in whole or in part or delegate its obligations under this Agreement in whole or in part without the prior written consent of the other Party.\n 22. Press Releases; Use of Trademarks. 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As a condition to such information being furnished to each party and its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \"Representatives\"), each party agrees to treat any nonpublic information concerning to other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives now or in the future by or on behalf of the disclosing party (herein collectively referred to as the \"Evaluation Material\") in accordance with the provisions of this Agreement.\n (1) Evaluation Material. The term \"Evaluation Material\" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunder. The term \"Evaluation Material\" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approval.\n (2) Purpose of Disclosure of Evaluation Material. It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto and not to affect, in any way, each party's relative competitive position to each party or to other entities. It is further agreed, that the information to be disclosed to each other shall only be that information which is reasonably necessary to a Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. For purposes of determining when information is reasonably necessary for such purpose, legal counsel to each party shall agree, in advance, to review information requests so as to comply with such standard.\n (3) Use of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the other's Evaluation Material solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto, and that the disclosing party's Evaluation\nMaterial will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the purposes stated above any of the other's Evaluation Material in any other manner whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party's Representatives which need to know such information for the sole purpose of evaluating a possible Transaction between the parties, who are informed of the confidential nature of such information and are subject to confidentiality and non-use obligations at least as restrictive as defined herein. Each party is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who have received material, nonpublic information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n (4) Non-Disclosure. Subject to the above, each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including that status thereof) provided, that a party may make such disclosure if such party determines,with the advice of counsel, that such disclosure is required by applicable law or regulation or under any listing agreement with respect to such party's securities. In such event, the disclosing party shall use its best efforts to give prompt advance written notice to the other party to the extent practicable under the circumstances.\n (5) Required Disclosure. In the event that a party or its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the other party's Evaluation Material, the party requested or required to make the disclosure shall provide the other party with prompt notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by such other party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled to disclose the other party's Evaluation Material to any tribunal, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the other party's Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the other party's Evaluation Material, including, without limitation, by reasonably cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party's Evaluation Material by such tribunal.\n (6) Termination of Discussions. If either party decides that it does not wish to proceed with a Transaction with the other party, the party so deciding will inform the other party of that decision. In that case, or at any time upon the written request of either disclosing party for any reason, each receiving party will promptly deliver to the disclosing party or destroy all Evaluation Material that was furnished to the receiving party or its Representatives by or on behalf of the disclosing party, by whichever method requested by the disclosing party, pursuant hereto. In the event of such a decision for request, all other copies, extracts and summaries of the disclosing party's Evaluation Material prepared by the receiving party shall be destroyed and, except as provided herein, no copy thereof shall be retained. In no event shall the receiving party be obligated to disclose or provide the copies, extracts and summaries of the disclosing party's Evaluation Material prepared by it or its Representatives to the disclosing party. Notwithstanding the foregoing, the receiving party may retain one (1) copy of the disclosing party's Evaluation Material solely for purposes of monitoring its compliance with this Agreement. Notwithstanding the return or distruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality and other obligations hereunder.\n (7) No representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material make available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party's Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n (8) Standstill. Until the earlier to occur of (i) a Significant Event with respect to the other party and (ii) the date two (2) years form the date first set forth above, each party and its direct and undirect majority-owned and controlled subsidiaries will not (and each party and its direct and indirect majority-owned and controlled subsidiaries will not assist other to), directly or indirectly, without the prior consent of the other party:\n (a) acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any of the other party's so its subsidiaries' assets (other than in the ordinary course of business) or business or any voting securities issued by the other party which are, or may be, entitled to vote in the election of the other party's directors (\"Voting Securities\"), or any rights or options to acquire such ownership, including from a third party, other than pursuant to the Transaction; or\n (b) make, or in any way participate in, any solicitation of proxies or consents with respect to any Voting Securities of the other party, become a participant in any proxy context with respect to the other party; or seek to advise or influence any person or entity with respect to the voting of any Voting Securities; or demand or copy of the other party's stock ledger, list of its stockholders or other books and records for purposes of any of the matters described in (a), (c), (d) or (e) or this clause (b); or call or attempt to call any meeting or the stockholders of the other party; or\n (c) otherwise seek to control or influence the management, Board of Directors or policies of the other party; or\n (d) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the matters described in (a), (b) or (c) above; or\n (e) propose, attempt or announce an intention, to take any of the actions described in (a), (b), (c) or (d) above.\nThe term \"Significant Event\" means, with respect to either part, any of:\n (i) the acquisition, or public announcement of an intention to acquire, by a person or \"group\" (as such term is used in Section 13(d)(3) of the Exchange Act) (a \"13D Group\") (not including the other party), by way of tender or exchange offer or otherwise, of voting securities representing ten percent (10%) or more of the then-outstanding voting securities of such party;\n (ii) entry into a letter of intent or agreement by such party regarding any merger, sale, reorganization, recapitalization or other business combination transaction pursuant to which the outstanding shares of common stock of such party would be converted into cash or securities of a person or 13D Group (not including the other party) or twenty-five percent (25%) or more of the then-outstanding shares of common stock of such party would be owned by persons other than the then-current holders of shares of common stock of such party, or which would result in all or a substantial portion of such party's assets being sold to any person or 13D Group (not including the other party);\n (iii) the making by such party of a public announcement of its determination to pursue (A) the sale or other disposition of a majority of the shares of such party's outstanding common stock, (B) the sale or disposition of all or substantially all of such party's assets or (C) a similar sale or change of control transaction; or\n (iv) the material breach by such party of this Agreement.\n (9) Duration of Confidentiality and Non-use Obligation. The parties agree that the obligations pertaining to confidentiality and use of the Evaluation Material set forth in sections (2) through (6) above, and this clause (9), shall survive the expiration or termination of this Agreement until the expiration of the period ending five (5) years after the date first set forth above.\n (10) No solicitation. During the term of this Agreement, neither party shall, without the prior written consent of the other party, directly or indirectly solicit the employment of any employee of such other party, unless such employee seeks employment on an unsolicited basis or in response to general solicitations or advertising or third party employment agencies, provided that such general solicitations or advertising is made, taken out and distributed in the ordinary course and not in an effort to specifically target employees of the other party.\n (11) Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered by the parties. Each party also agrees that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term \"definitive agreement\" does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party under this Agreement, to reject any any all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time.\n (12) Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n (13) Miscellaneous. Each party agrees to be responsible for any breach of this Agreement by any of its Representatives. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.\n (14) Injunctive Relief. It is further understood and agreed that money damages would not be sufficient remedy for any breach of this Agreement by either party or any of its Representatives and that the non-breaching party shall be entitled to seek to obtain equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that either party or any of its Representatives have breached this Agreement, then the breaching party shall be liable and pay to the non-breaching party the reasonable legal fees incurred in connection with such litigation, including an appeal therefrom. In no event shall either party be liable for consequential or punitive damages.\n (15) Governing Law; Forum. This Agreement shall be governed by an construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State. Any dispute between the parties arising out of or connected to this Agreement or its enforceability or interpretation, including any injunctive relief, shall be brought and resolved solely in the federal or state courts located within the Southern District of New York, and the parties hereby submit to the personal jurisdiction of said courts.\n (16) Term. Except as explicitly provided in sections (8) and (9) above, this Agreement shall terminate one (1) year from the date first set forth above.\n (17) Counterparts. This Agreement may be executed in two counterparts, which together shall be considered one and the same agreement and all become effective when such counterparts have been signed by each party and delivered to the other party, it being understood that all parties need not sign the same counterpart.\n [Remainder of page intentionally left blank]\n Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Confidentiality Agreement shall become a binding agreement between you and SangStat Medical Corporation.\n Very truly yours,\nSANGSTAT MEDICAL CORPORATION\nBy: /s/ ADRIAN ARIMA\nName: Adrian Arima\nTitle: Senior Vice President and General Counsel\nAccepted and Agreed as of the date first written above:\n GENZYME CORPORATION\nBy: /s/ RICHARD DOUGLAS\nName: Richard Douglas\nTitle: Sr. V.P. 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Kennedy, an individual (\u201cKennedy\u201d).\nRECITALS\nWHEREAS, Company and Autocam Corporation, a Michigan Corporation (\u201cAutocam\u201d), have entered into that certain Agreement and Plan of Merger dated as of the date hereof (the \u201cMerger Agreement\u201d), under which PMC Global Acquisition Corporation, a Michigan corporation and a wholly owned subsidiary of the Company, will merge with and into Autocam, and Autocam will continue as a wholly owned subsidiary of the Company (the \u201cMerger\u201d);\nWHEREAS, Kennedy owns a majority of shares of Autocam before the Merger, received consideration from the Company in connection with the Merger, and is a stockholder of the Company;\nWHEREAS, Autocam engages in the precision metal components business for the transportation industry (the \u201cAutocam Business\u201d);\nWHEREAS, the Company engages in the precision metal components business for the automotive industry, aerospace industry, industrial machinery, precision shafts, small tool components, and other industrial and consumer products using precision metal components and assemblies (the \u201cCompany Business\u201d) throughout the world;\nWHEREAS, Kennedy has had access to knowledge of Autocam\u2019s trade secrets and other confidential and proprietary information and will have access to knowledge of the Company\u2019s trade secrets and other confidential and proprietary information and that it is of vital importance to the success of the Company for Kennedy (i) not to compete against the Company and its business and activities for a specified period of time after the Merger and (ii) not to disclose Company\u2019s trade secrets and other proprietary information; and\nWHEREAS, capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.\nNOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows\n1. Noncompetition Covenants. Kennedy covenants and agrees:\n(a) For a period of three (3) years commencing on the Closing Date (the \u201cRestricted Period\u201d), Kennedy shall not, nor shall Kennedy permit any of his Affiliates, directly or indirectly, (i) engage in or assist others in engaging in the Autocam Business; (ii) have an interest in any Person that engages directly or indirectly in the Autocam Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed before or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, Kennedy may own, directly, or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Kennedy is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.\n(b) During the Restricted Period, Kennedy shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 1 shall prevent Kennedy or any of his Affiliates from hiring (i) any employee whose employment has been terminated by the Company before the Merger, (ii) any employee whose employment has been terminated by the Company after the Merger one-hundred eighty (180) days from the date of termination of employment; or (iii) Jesse Miramontes (a current employee of the Company) and any Kennedy family member (including, without limitation, Nancy Kennedy (wife) or John C. Kennedy, IV (son) who are currently employed by the Company).\n(c) During the Restricted Period, Kennedy shall not permit any of his Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company or potential clients or customers of the Company for purposes of diverting their business or services from the Company.\n(d) During the Restricted Period, Kennedy shall provide written notice as soon as reasonably possible (it being agreed that ninety (90) days prior written notice is acceptable) before (i) Kennedy or any of his Affiliates begin to engage in the Company Business excluding the medical device business or (ii) Kennedy or any of his Affiliates enter into a transaction to acquire the stock or substantially all of the assets of any Person that engages in the Company Business excluding the medical device business.\n(e) Kennedy acknowledges that the restrictions contained in this Section are reasonable and necessary to protect the legitimate interests of the Company. In the event that any covenant contained in this Section should ever be adjudicated to exceed the time, geographic, product, or service, or other limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.\n(f) If Kennedy violates any of the provisions of this Section 1, the computation of the time period provided in this Section 1 shall be tolled from the first date of the breach until (i) the date judicial relief is obtained by the Company, (ii) the Company states in writing that it will seek no judicial relief for said violation, or (iii) Kennedy provides satisfactory evidence to the Company that such breach has been terminated.\n2. Non-Disclosure Covenants.\n(a) Kennedy covenants and represents that Kennedy has no interest in or claim to any information, whether or not in writing, of a private, secret, or confidential nature concerning the Company or Autocam (collectively, the \u201cProprietary Information\u201d). Except as may otherwise be required by law, Kennedy agrees not to, without the Company\u2019s prior written consent, (i) disclose or transfer any Proprietary Information to any Person other than the Company or (ii) use any Proprietary Information for any unauthorized purpose, either during the term of this Agreement or the Restricted Period, unless and until such Proprietary Information has become available to the public generally without fault by Kennedy.\n(b) Kennedy agrees that the portions of all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, or tangible material containing Proprietary Information (collectively, \u201cRecords\u201d), whether created by Kennedy or others, which shall come into Kennedy\u2019s custody or possession during the Restricted Period shall be and are the exclusive property of Company to be used by Kennedy only in the performance of his or her duties for the Company. All such Records or copies thereof in Kennedy\u2019s custody or possession shall be delivered to the Company (i) upon any request by the Company and, in any event, (ii) upon the termination of the Restricted Period. After any such delivery, Employee shall not retain any such Records, copies thereof, or any other tangible property of Company.\n(c) Kennedy agrees that his obligations under Sections 2(a) and 2(b) above also extend to such types of information, know-how, records, and other tangible property of the Company\u2019s customers, suppliers, or other third parties which may have disclosed or entrusted the same to Company or Kennedy in the course of Company\u2019s business.\n3. Other Agreements; Indemnification. Kennedy hereby represents that, except as he has disclosed in writing to Company, Kennedy is not bound by the terms of any agreement with any previous employer or other party to refrain from (i) competing, directly or indirectly, with the business of such previous employer or any other party or (ii) using or disclosing any trade secret or confidential or proprietary information in the course of the Restricted Period. Kennedy further represents that his performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by Kennedy in confidence or in trust prior to the date of the Restricted Period, and Kennedy will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. Kennedy hereby indemnifies and agrees to defend and hold the Company harmless from and against any and all damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys\u2019 fees and the costs of investigation) resulting or arising directly or indirectly from any breach of the foregoing representations.\n4. Necessity of Covenants; Injunctive Relief. Kennedy acknowledges that a breach or threatened breach of this Agreement would give rise to irreparable harm to the Company, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Kennedy of any such obligations, the Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction.\n5. No Employment Contract. Employee understands that this Agreement does not constitute a contract of employment by the Company.\n6. Company Acknowledgement of Kennedy\u2019s Conduct of Medical Device Business. The Company acknowledges that Kennedy is engaged, and will continue to engage, in the manufacture and sale of medical devices (the \u201cMedical Device Business\u201d) utilizing processes, know-how and precision machining substantially similar to those utilized by the Company in connection with the Autocam Business. The Company agrees that nothing contained herein shall in any way limit Kennedy\u2019s ability to engage in the Medical Device Business or to utilize such processes, know-how and precision machining in connection with such Medical Device Business.\n7. General.\n(a) With respect to the covenants and representations set forth in Sections 1, 2, and 3 of this Agreement, the \u201cCompany\u201d shall include (i) any corporation, partnership, limited liability company, or other business entity of which an aggregate of 50% or more of the outstanding voting stock, membership interests, or other ownership interests are at any time directly or indirectly owned by the Company, (ii) Autocam, and (iii) the Subsidiaries.\n(b) This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the state of Delaware, without regard to the choice or conflict of law rules of such state.\n(c) In the event any suit or proceeding against Kennedy to enforce any of the provisions of this Agreement or on account of any damages sustained (or alleged to have been sustained) is brought by the Company by reason of Kennedy\u2019s violation or alleged violation of any of the provisions of this Agreement, the parties agree that, in addition to other costs and damages, all reasonable costs and attorneys\u2019 fees incurred by the party prevailing in such action shall be paid by the other party.\n(d) This Agreement shall be effective as of the Closing Date of the Merger. If the Closing does not occur, this Agreement shall be void and of no further force and effect and there shall be no liability on the part of any party hereto, except that the provisions of Section 2 shall survive. The duties and obligations of Kennedy, with respect to any rights accruing to Company under this Agreement during the term of the Restricted Period and thereafter, shall survive any termination of the Restricted Period.\n(e) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.\n(f) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (iv) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses\nIf to Company, to:\nNN, Inc.\n2000 Waters Edge Drive\nJohnson City, TN 37604\nAttention: James H. Dorton\nFacsimile: 423-743-7670\nEmail: james.dorton@nninc.com\nWith a copy to (which shall not constitute notice):\nHusch Blackwell LLP\n4801 Main St., Suite 1000\nKansas City, MO 64112\nAttention: John D. Moore\nFacsimile: 816 983-8000\nEmail: john.moore@huschblackwell.com\nIf to Kennedy, to:\nJohn C. Kennedy\n4162 East Paris Avenue, SE\nKentwood, MI 49512\nFacsimile No.: 616-698-6876\nEmail: JKENNEDY@Autocam.com\nWith a copy to (which shall not constitute notice):\nLaw Weathers, PC\n333 Bridge Street, Suite 800\nGrand Rapids, MI 49504\nAttention: Tony Barnes\nFacsimile: 616-913-1222\nEmail: tbarnes@lawweathers.com\n(g) This Agreement embodies the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.\n(h) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representatives, and permitted assigns.\n(i) The headings used in this Agreement are for convenience only, do not constitute a part of this Agreement, and shall not be used as an aid to the interpretation of this Agreement.\n(j) Each party will do all acts and things and execute all documents and instruments which the other party reasonably requests in order to carry out or give further effect to the provisions of this Agreement.\n(k) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.\n[signature page follows]\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.\nNN, INC.\nBy: /s/ Richard D. Holder\nName: Richard D. Holder\nTitle: Chief Executive Officer and President\nJOHN C. KENNEDY\n/s/ John C. 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(\u201cCaptaris\u201d), Captaris will make available to Vector certain confidential and proprietary information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being made available to Vector and Vector\u2019s potential financing sources and its and their respective directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, \u201cRepresentatives\u201d), Vector agrees to treat any information concerning Captaris (whether prepared by Captaris, its advisors or otherwise and irrespective of the form of communication) which is furnished pursuant to this letter agreement to Vector or to its Representatives now or in the future by or on behalf of Captaris (such information herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth. The term \u201cperson\u201d as used in this letter agreement shall be broadly interpreted to including the media and any corporation, partnership, group, individual or other entity.\nThe term \u201cEvaluation Material\u201d also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by Vector or its Representatives to the extent they contain, reflect or are based upon, in whole or in part, the information furnished to Vector or its Representatives pursuant hereto. The term \u201cEvaluation Material\u201d does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Vector or its Representatives in contravention of this agreement, (ii) was within Vector\u2019s possession prior to its being furnished to Vector by or on behalf of Captaris pursuant hereto, provided that the source of such information was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; (iii) becomes available to Vector on a nonconfidential basis from a source other than Captaris or any of its Representatives, provided that such source was not known by Vector to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Captaris or any other party with respect to such information; or (iv) is independently developed by Vector without the use of any Evaluation Material and without any other violation of this agreement.\nVector hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a possible transaction between the parties, that the\nEvaluation Material will be kept confidential and that Vector and its Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) Vector may make any disclosure of such information to which Captaris gives its prior written consent and (ii) any of such information may be disclosed by Vector to its Representatives who need to know such information for the sole purpose of evaluating and implementing a possible transaction between the parties, who shall keep such information confidential and who are provided with a copy of this letter agreement. In any event, Vector shall be responsible for any breach of this letter agreement by any of its Representatives, and Vector agrees, at its sole expense, to take reasonable measures (including but not limited to court proceedings) to restrain its Representatives from disclosure or use of the Evaluation Material in contravention of this agreement.\nIn addition, except as required by law or any rule of any self-regulatory organization, each of Captaris and Vector agrees that, without the prior written consent of the other party, it and its Representatives will not disclose to any other person the fact that the Evaluation Material has been exchanged, that discussions or negotiations are or may be taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof) unless such first party has determined in good faith, after consultation with outside counsel, that such disclosure is required in order to avoid a violation of law or any rule of any self-regulatory organization.\nIn the event that (i) Vector or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the Evaluation Material furnished by Captaris or (ii) Vector or any of its Representative or Captaris or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or law or any rule of any self-regulatory organization) to disclose any of the information described in the preceding paragraph (the \u201cOther Confidential Information\u201d)), then Vector or Captaris, as applicable (the \u201cDisclosure Party\u201d) shall, to the extent permitted by applicable law, provide Captaris or Vector, as applicable (the \u201cOther Party\u201d) with prompt written notice of any such request or requirement so that the Other Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of any protective order or other remedy or the receipt of a waiver by the Other Party, the Disclosure Party or any of its Representatives determines in good faith, after consultation with the Disclosure Party\u2019s outside counsel or such Representative\u2019s counsel, as applicable, that it is legally compelled to disclose Evaluation Material (or any of the Other Confidential Information), the Disclosure Party or its Representative may, without liability hereunder, disclose only that portion of the Evaluation Material or Other Confidential Information that it determines in good faith, after consultation with such counsel, it is legally required to be disclosed, provided that the Disclosure Party exercise commercially reasonable efforts to preserve the confidentiality of the Evaluation Material and the Other Confidential Information, including, without limitation, by cooperating with the Other Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material and the Other Confidential Information.\nIf either party decides that it does not wish to proceed with a transaction, it will promptly inform the other party of that decision. In that case, or any time upon the request of a party for any reason, Vector will promptly, at Vector\u2019s option (i) return to Captaris and/or (ii) destroy all Evaluation Material (and all tangible copies thereof) furnished to it or its Representatives by or on behalf of the other party pursuant hereto, and in either case no copies thereof shall be retained except that, any of the foregoing notwithstanding, that portion of the Evaluation Material that may be found in analyses, compilations, studies, or other documents prepared by Vector\u2019s Representatives, such Representatives\u2019 agents, attorneys or employees, and oral or electronic Evaluation Material will be held by such Representatives and kept subject to the terms of this agreement or destroyed to the extent practicable and permitted by law. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder. Notwithstanding the foregoing, (i) financial advisors to the parties may retain copies of the Evaluation Material and Other Confidential Information (including Evaluation Material and Other Confidential Information) stored on electronic, magnetic or similar media) in accordance with policies and procedures implemented in order to comply with legal and regulatory requirements and to demonstrate such financial advisor\u2019s compliance with its obligations, and (ii) Representatives that are accounting firms may retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation, professional standards or reasonable business practice, and furthermore our Representatives that are accounting firms may disclose Evaluation Material to the extent required by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder.\nVector understands and acknowledges that, except pursuant to a final definitive agreement regarding any transactions contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, (i) neither Captaris nor any of\u2019 its Representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, (ii) neither Captaris nor its Representatives shall have any liability to Vector or to any of its Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom, and (iii) only those representations or warranties which are made in any such final definitive agreement will have any legal effect.\nCaptaris agrees that, for a period ending eight weeks after the date of this letter agreement, it will afford Vector and its Representatives, reasonable access to the information described in Exhibit A and the books, contracts, commitments and records of Captaris and its subsidiaries relevant thereto, unless and until Vector and Captaris have reached a non-binding consensus regarding basic deal terms, at which time access will broaden to include all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of Captaris and its Subsidiaries as Vector may reasonably request and that is in the possession or control of Captaris.\nIn consideration of the Evaluation Material being furnished by Captaris hereunder, Vector hereby agrees that, for a period of twelve months from the date hereof, it will not, and will not encourage or assist its affiliates to, solicit for employment (a) any officers or other senior key employees of Captaris or any of its business units so long as they are employed by the Captaris or its business units, without obtaining the prior written consent of Captaris, and (b) any of the other employees of Captaris or any of its business units with whom Vector has had contact or who Vector first became aware of during the period of its investigation of Captaris, so long as they are employed by the Captaris or its business units, without obtaining the prior written consent of Captaris. Nothing in the foregoing clause (b) shall preclude Vector from hiring any person who (i) initiates discussions with Vector regarding such employment without any direct or indirect solicitation by Vector, (ii) has ceased to be employed by Captaris prior to commencement of direct or indirect employment discussions between Vector and such person, or (iii) responds to any general solicitation placed by Vector or any recruitment agency on Vector\u2019s behalf.\nVector agrees that, for a period (the \u201cStandstill Period\u201d) ending on the earliest of (i) six months from the date of this agreement and (ii) the occurrence of a \u201cSignificant Event\u201d (as defined below), unless it shall have been specifically invited in writing by Captaris, neither Vector nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) will in any manner, directly or indirectly, (a) effect or publicly seek, offer or propose to effect, or cause or participate in or in any way assist any other person to effect or publicly seek, offer or propose to effect or participate in, (i) any acquisition of 5% or more of the securities (or beneficial ownership thereof) or consolidated assets (including securities of subsidiaries) of Captaris; (ii) any tender or exchange offer, merger or other business combination involving Captaris or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Captaris or any of its subsidiaries; or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of Captaris; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act) the purpose of which is to effect a transaction described in (a) above; (c) otherwise act, alone or in concert with others, to publicly seek to control or influence the management, Board of Directors or policies of Captaris; or (d) take any action which would reasonably be expected to force Captaris to make a public announcement regarding any of\u2019 the types of matters set forth in (a) above; provided, however, that, notwithstanding the foregoing, actions otherwise prohibited by clause (a)(iv) above shall be permitted hereunder on the date thirty days prior to the last day on which shareholders may properly nominate directors for election at, and properly bring (but, for the avoidance of doubt, not by means of Rule 14a-8 under the Exchange Act) other business to be transacted at, Captaris\u2019s 2008 annual meeting of shareholders if such date occurs earlier than the expiration of the Standstill Period as a result of (x) the date of such meeting being advanced to be more than 30 days prior to the anniversary of Captaris\u2019s 2007 annual meeting of shareholders and/or (y) an amendment to Captaris\u2019s Amended and Restated Bylaws. For purposes of this agreement, (i) \u201dSignificant Event\u201d shall mean (A) the entry by Captaris into an agreement providing for, or the board of directors of Captaris otherwise recommending to the stockholders of Captaris, any merger, sale, stock issuance or other business combination transaction pursuant to which the outstanding shares of Captaris common stock would be converted into cash or securities of another person or 13D Group, or 20% or more of the then outstanding shares of Captaris common stock would be owned by persons other than the then current holders of shares of Captaris common stock, or which would result in all or a substantial portion of Captaris\u2019s assets being sold to any person or 13D Group, or the outstanding shares of Captaris common stock immediately prior to any such transaction would constitute less than 80% of the outstanding shares of Captaris common stock immediately after such transaction, or (B) an unsolicited bona fide tender offer or exchange offer is made by any person or 13D Group to acquire securities of Captaris which would (when added to shares already owned by such person or 13D Group) represent 20% or more of the then outstanding shares of Captaris common stock; (ii) \u201dVoting Securities\u201d shall mean shares of any class of Captaris capital stock which are then entitled to vote generally in the election of directors; provided, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of Captaris common stock shall be deemed to have been so converted, exchanged or exercised; and (iii) \u201d13D Group\u201d shall mean, with respect to Captaris Voting Securities, any group of persons formed for the purpose of acquiring, holding, voting or disposing of Captaris Voting Securities, which would require under Section 13(d) of the Exchange Act and the rules and regulations thereunder, the filing of a statement on Schedule 13D with the SEC as a \u201cperson\u201d within the meaning of Section 13(d)(3) of the Exchange Act, if such group beneficially owned Captaris Voting Securities representing more than 5% of the total combined voting power of all Captaris Voting Securities then outstanding.\nThe parties understand and agree that no contract or agreement providing for any transaction between them shall be deemed to exist unless and until a final definitive agreement has been executed and delivered, and each party hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with any transaction involving the other party unless and until both parties shall have entered into a final definitive agreement. Each party also agrees that unless and until a final definitive agreement regarding a transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this letter agreement except for the matters specifically agreed to herein. Each party further acknowledges and agrees that the other party reserves the right, in its sole discretion, to reject any and all proposals with regard to a transaction between the parties, and to terminate discussions and negotiations at any time. Vector further understands that (i) Captaris and its Representatives shall be free to conduct any process for any transaction involving Captaris, if and as they in their sole discretion shall determine (including, without limitation, negotiating with any other interested parties and entering into a definitive agreement without prior notice to Vector or any other person), (ii) any procedures relating to such process or transaction may be changed at any time without notice to Vector or any other person, and (iii) Vector shall not have any claims whatsoever against Captaris, its Representatives or any of their respective directors, officers, stockholders, owners, affiliates or agents arising out of or relating to any transaction involving Captaris (other than those as against the parties to a definitive agreement with Vector in accordance with the terms thereof) nor, unless a definitive agreement is entered into with Vector, against any third party with whom a transaction is entered into.\nIt is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\nIt is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by either party or any of its Representatives and that the parties shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement but shall be in addition to all other remedies available at law or in equity. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this letter agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees incurred by such non-breaching party in connection with such litigation, including any appeal therefrom. This letter agreement is for the benefit of the parties and their respective directors, officers, stockholders, owners, affiliates, and agents, and shall be governed by and construed in accordance with the laws of the State of New York.\nThis letter agreement will terminate on the second anniversary of the date of this agreement.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between Vector and Captaris.\nVery truly yours,\nCaptaris, Inc.\nBy: /s/ David P. 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(\u201cCOMPANY\u201d) and Comsys IT Partners, Inc. (\u201cCOMSYS\u201d), collectively the \u201cParties,\u201d certain information may be requested by both COMPANY and COMSYS relating to the other party or the Transaction and the Parties have agreed to enter into this Agreement. All such information (whether written or oral) furnished (whether before, on or after the date hereof) by either company, or its directors, officers, employees, representatives (including, without limitation, financial advisors, financing sources, attorneys, consultants and accountants) or agents (collectively, \u201cRepresentatives\u201d) to the other party and all analyses, compilations, forecasts, studies or other documents prepared by the Parties or their Representatives in connection with their review of, or their interest in, the Transaction which contain, reflect, are generated from or are based upon, in whole or in part, any such information is hereinafter referred to as the \u201cInformation.\u201d The term Information will not, however, include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party or its Representatives that is prohibited by this Agreement; (ii) is or becomes available to the receiving Party on a nonconfidential basis from a source which, to the best of its knowledge, is not known to be prohibited from disclosing such information to the receiving Party by a legal, contractual or fiduciary obligation to either Party; (iii) was in possession of the receiving Party prior to the disclosure of the information pursuant to this Agreement, provided that the source of such information was not known by the receiving Party, after due inquiry, to be subject to an obligation not to disclose such information; or (iv) is independently developed without reference to or use of the Information.\nAccordingly, the Parties hereby agree that:\n1. The Parties and their Representatives (i) will keep the Information strictly confidential and will not (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 2 below), without the prior written consent of the other party, disclose any Information in any manner whatsoever, and (ii) will not use any Information other than in connection with the Transaction; provided, however, that the Parties may reveal the Information to their Representatives (a) who need to know the Information for the purpose of evaluating the Transaction, (b) who are informed by the Parties of the confidential nature of the Information and are provided with a copy of this Agreement, (c) who agree not to disclose any of the Information to any other party and (d) who agree to act in accordance with the terms of this letter agreement to the same extent as if they were parties hereto. The Parties will cause their Representatives to observe the terms of this letter agreement, and they will be responsible for any breach of this agreement by any of their Representatives.\n2. In the event that the Parties or any of their Representatives are requested pursuant to, or required by, applicable law, regulation, rules of any national stock exchange, or legal process to disclose any of the Information, the Parties must notify each other promptly so that they may seek a protective order or other appropriate remedy or, in the sole discretion of the party that initially furnished such Information, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained, or that the Parties waive compliance with the terms of this letter agreement, the Parties will furnish only that portion of the Information which they are advised by counsel is legally required and will exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information.\n3. If COMPANY or COMSYS determines not to proceed with the Transaction, they will promptly inform the other Party of that decision and, in that case, and at any time upon request of COMPANY or COMSYS or any of their Representatives, the other party will either (i) promptly destroy all copies of the written Information in its or its Representatives\u2019 possession and confirm such destruction to the initiating company in writing or (ii) promptly deliver to the initiator of such action all copies of the written Information in its or its Representatives\u2019 possession. Any oral Information will continue to be subject to the terms of this letter agreement. Notwithstanding anything contained in the foregoing to the contrary, either Party may retain in the files of its legal counsel such documents and records as are required to be maintained in order to satisfy any law, rule, or regulation to which the Party is subject or for the purpose of determining its continuing obligations under this Agreement, including any rule of any national stock exchange. Furthermore, if a legal proceeding has been instituted to seek disclosure of the Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered.\n4. Neither Party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Agreement or the discussions or negotiations covered by this Agreement, including the fact that any such discussions have taken or are taking place, or any proposal relating thereto, including the terms and conditions thereof, without the prior written consent of the other Party.\n Notwithstanding any term or implication herein to the contrary, either Party may disclose Information and any of the information described in the preceding paragraph to the extent such Party determines in good faith upon advice of counsel that such disclosure is required in connection with such Party\u2019s disclosure responsibilities under the securities laws (including regulations, rules and interpretations promulgated or issued by a regulatory body), so long as such Party gives the other party such prior notice of such disclosure, and such opportunity to review, comment on, and lawfully limit the proposed disclosure, as is reasonably available under the circumstances.\n5. The Parties hereby acknowledge that, unless and until a definitive agreement between COMPANY and COMSYS with respect to any Transaction has been executed and delivered, neither the COMPANY nor COMSYS will be under any legal obligation of any kind whatsoever with respect to such Transaction and hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Transaction. In addition, neither Party will be under any obligation to negotiate a definitive agreement, by virtue of this or any written or oral expression, discussion or negotiation with respect to such Transaction by any or either of the Representatives of the Parties except, in the case of this Agreement, for the matters specifically agreed to herein.\n6. The Parties hereby agree that money damages may not be a sufficient remedy for any breach of this Agreement. Accordingly, in the event of any breach of the provisions of this Agreement, the breaching party agrees that the non-breaching party may be entitled to equitable relief, including injunction and specific performance. Such remedy may not be deemed to be the exclusive remedy for the breach of this Agreement but may be in addition to all other remedies available at law or equity to the non-breaching party. In the event that the non-breaching party successfully enforces the obligations of the breaching party hereunder, the breaching party shall reimburse the non-breaching party for all reasonable costs and expenses, including legal counsel, incurred by the non-breaching party in this regard.\n7. Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Information and receiving Party agrees that disclosing Party and its employees and agents shall have no liability to receiving Party resulting from any use of the Information.\n8. COMPANY agrees that, for a period of eighteen (18) months from the date of this Agreement, unless COMPANY shall have been specifically invited in writing by COMSYS, neither COMPANY nor its Representatives as advisor to COMPANY as principal will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof) or assets of COMSYS or any of its subsidiaries, (ii) any tender or exchange offer, merger or other business combination involving COMSYS or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to COMSYS or any of its subsidiaries, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the other Party; (b) form, join or in any way participate in a \u201cgroup\u201d (as defined in the Securities Act of 1934) with respect to the securities of COMSYS; (c) otherwise act, alone or in concert with others, to seek to control or influence management or the board of directors or policies of COMSYS; (d) take any action which might force COMSYS to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing; provided, however, that if COMSYS makes a public announcement that it has entered into a definitive agreement that contemplates a business combination transaction between COMSYS and a third party that would result in a change of control of COMSYS, or in the event any third party has made a tender offer for a majority of the then outstanding securities of COMSYS entitled to be voted generally in the election of directors, then COMPANY may make a proposal to the board of directors of COMSYS with respect to a business combination transaction involving COMPANY and COMSYS.\n9. The Parties hereby acknowledge that in the event that any provision or portion of this letter agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.\n The Parties further acknowledge that such invalid, illegal or unenforceable provision shall be substituted with a provision as similar in intent and economic effect to such provision as may be possible and yet be valid, legal and enforceable.\n10. The Parties hereby acknowledge that neither the failure nor delay by any party in exercising any right, power or privilege existing in connection with this Agreement shall operate or be construed to be a waiver of such right, power or privilege. No single or partial exercise thereof will preclude any other or further exercise thereof or the exercise of any other right hereunder or otherwise legally available. No waiver hereunder shall be considered valid or enforceable, except by a written agreement signed by the Parties and no such waiver shall be deemed a waiver of any subsequent instance or circumstance of the same or similar nature.\n11. This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes any and all other agreements, if any, between the Parties with respect to the subject matter hereof and contains all of the covenants and agreements between the Parties with respect thereto. This Agreement contains the entire understanding between the Parties and supersedes all prior collateral communications, if any, regarding the subject matter hereof. This Agreement shall govern all communications between the Parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed. No modification or amendment of this Agreement and no waiver of the terms and conditions hereof, in whole or in part, shall be binding, except by a written agreement signed by the Parties.\n12. This Agreement shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns and will be binding upon the Parties and their respective Representatives, successors and permitted assigns.\n13. The validity, interpretation, performance and enforcement of this Agreement, its construction and the rights, remedies and obligations arising by, under, through or on account of it, shall be governed and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. The Parties hereby irrevocably and unconditionally consent to the sole and exclusive venue and jurisdiction of the courts of the State of New York for any action, suit or proceeding arising out of or relating to this Agreement and hereby agree not to commence any action, suit or proceeding related thereto except in such courts.\n14. Except as otherwise provided in paragraph 8 above, this Agreement and all obligations of the parties hereunder, notwithstanding anything to the contrary that may be contained herein, shall terminate one (1) year from the date of this Agreement.\nManpower Inc., Comsys IT Partners, Inc.,\na Wisconsin corporation a Delaware corporation\nBy: /s/ Michael J. Lynch By: /s/ David L. Kerr\n Name: Michael J. Lynch Name: David L. Kerr\nVice President, General Counsel International Senior Vice President\n Title Title\nNovember 19, 2009 11/19/09\n Date Date\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 59 - ], - [ - 60, - 405 - ], - [ - 405, - 1102 - ], - [ - 1102, - 1168 - ], - [ - 1168, - 1343 - ], - [ - 1343, - 1624 - ], - [ - 1624, - 1912 - ], - [ - 1912, - 1991 - ], - [ - 1992, - 2035 - ], - [ - 2036, - 2077 - ], - [ - 2077, - 2370 - ], - [ - 2370, - 2539 - ], - [ - 2539, - 2623 - ], - [ - 2623, - 2753 - ], - [ - 2753, - 2829 - ], - [ - 2829, - 2955 - ], - [ - 2955, - 3141 - ], - [ - 3142, - 3623 - ], - [ - 3623, - 4033 - ], - [ - 4034, - 4295 - ], - [ - 4295, - 4465 - ], - [ - 4465, - 4600 - ], - [ - 4600, - 4688 - ], - [ - 4688, - 5088 - ], - [ - 5088, - 5310 - ], - [ - 5311, - 5733 - ], - [ - 5734, - 5735 - ], - [ - 5735, - 6409 - ], - [ - 6410, - 6833 - ], - [ - 6833, - 7178 - ], - [ - 7179, - 7291 - ], - [ - 7291, - 7508 - ], - [ - 7508, - 7698 - ], - [ - 7698, - 7987 - ], - [ - 7988, - 8261 - ], - [ - 8262, - 8549 - ], - [ - 8549, - 8791 - ], - [ - 8791, - 8911 - ], - [ - 8911, - 9028 - ], - [ - 9028, - 9185 - ], - [ - 9185, - 9370 - ], - [ - 9370, - 9509 - ], - [ - 9509, - 9653 - ], - [ - 9653, - 9779 - ], - [ - 9779, - 9793 - ], - [ - 9793, - 10473 - ], - [ - 10474, - 10835 - ], - [ - 10836, - 10837 - ], - [ - 10837, - 11079 - ], - [ - 11080, - 11330 - ], - [ - 11330, - 11497 - ], - [ - 11497, - 11728 - ], - [ - 11729, - 12031 - ], - [ - 12031, - 12197 - ], - [ - 12197, - 12468 - ], - [ - 12468, - 12656 - ], - [ - 12657, - 12902 - ], - [ - 12903, - 13284 - ], - [ - 13284, - 13613 - ], - [ - 13614, - 13862 - ], - [ - 13863, - 13903 - ], - [ - 13904, - 13950 - ], - [ - 13951, - 13997 - ], - [ - 13998, - 13999 - ], - [ - 13999, - 14005 - ], - [ - 14005, - 14041 - ], - [ - 14042, - 14109 - ], - [ - 14110, - 14111 - ], - [ - 14111, - 14122 - ], - [ - 14123, - 14141 - ], - [ - 14141, - 14149 - ], - [ - 14150, - 14151 - ], - [ - 14151, - 14160 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 21, - 22, - 23 - ] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Contradiction", - "spans": [ - 61 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 5, - 9 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 25, - 26 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 4 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 4, - 11, - 13 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 19, - 29 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 5, - 7 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 4, - 11, - 13 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11, - 13 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0000948850/000095012310020820/p17071exv99wew4.htm" - }, - { - "id": 592, - "file_name": "1323115_0000950123-10-098499_c60911exv99wdw3.htm", - "text": "Exhibit (d)(3)\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (\u201cAgreement\u201d) is made and entered into as of the 25th day of June, 2010 (\u201cEffective Date\u201d), between Cardiac Science Corporation, a Delaware corporation having its principal place of business at 3303 Monte Villa Parkway, Bothell, Washington 98021-8906, and Criticare Systems/Opto, a corporation having its principal place of business at 20925 Crossroads Circle, Waukesha WI 53186.\n1 . Purpose. The parties wish to engage in discussions regarding exploration of a business opportunity of mutual interest (\u201cAuthorized Purpose\u201d) and in connection with this Authorized Purpose, each party may disclose to the other certain confidential technical and business information which Owner desires Recipient to treat as confidential. The party disclosing Confidential Information is referred to herein as the \u201cOwner\u201d and the party receiving Confidential Information is referred to herein as the \u201cRecipient\u201d.\n2. \u201cConfidential Information\u201d means any information (including without limitation documents, computer data, or oral communications) disclosed by either party to the other party, either directly or indirectly, that is identified as confidential or other similar designation at the time of disclosure or is known or should reasonably be known by the Recipient to be confidential in nature. The existence and subject matter of the parties\u2019 discussions shall be treated as Confidential Information. Confidential Information may also include information disclosed to Owner by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by Owner; (ii) becomes publicly known and made generally available after disclosure by Owner to Recipient through no action or inaction of Recipient; (iii) is already in the possession of Recipient at the time of disclosure by Owner as shown by Recipient\u2019s files and records immediately prior to the time of disclosure; (iv) is obtained by Recipient from a third party without a breach of such third party\u2019s obligations of confidentiality; or (v) is independently developed by Recipient without use of or reference to Owner\u2019s Confidential Information, as shown by documents and other competent evidence in Recipient\u2019s possession.\n3. Legally Compelled Disclosure. If Recipient is required to disclose Owner\u2019s Confidential Information pursuant to a valid order by a court or other governmental body or as otherwise required by law, prior to any such compelled disclosure, Recipient will (i) notify Owner of the legal process, and allow Owner to assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (ii) reasonably cooperate with Owner in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. If such protection against disclosure is not obtained, Recipient will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.\n4. Non-use and Non-disclosure. Each party agrees to use any Confidential Information of the other party solely for the Authorized Purpose and not for any third party\u2019s benefit. Each party agrees to limit disclosures of Confidential Information of the other party to those employees and agents of Recipient who are required to have the information in order to evaluate or engage in discussions regarding the Authorized Purpose. Each party agrees that it will not disclose any of the Confidential Information to any third party without the express written consent of Owner. Neither party shall reverse engineer, disassemble or decompile any of the Confidential Information of the other party or any of the prototypes, software or other tangible objects which embody the Confidential Information of the other party and which are provided to the party hereunder. Certain Confidential Information may be considered material non-public information under Regulation FD promulgated by the Securities and Exchange Commission. Recipient acknowledges that the United States securities laws prohibit it or any person who has received material nonpublic information about the Owner from purchasing or selling securities of the Owner or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance on such information, and agrees not to purchase, sell or otherwise engage in transactions in Owner\u2019s stock based on such material nonpublic information until such time as the information becomes disseminated to the public either through a press release issued by Owner or through a filing made by Owner pursuant to the Securities Exchange Act of 1934, as amended; provided, however, that Recipient may make any disclosure or use of such information to which Owner gives its prior written consent.\n5. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees and agents who have access to Confidential Information of the other party are subject to confidentiality obligations similar in scope and nature to the provisions hereof, prior to any disclosure of Confidential Information to such employees or agents. Each party shall reproduce the other party\u2019s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.\n6. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.\n7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED \u201cAS IS\u201d. EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n8. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of Owner and shall be promptly returned to Owner upon Owner\u2019s written request or upon termination of this Agreement.\n9. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.\n10. Term. This Agreement covers the disclosure of all Confidential Information for a period of three (3) years commencing as of the Effective Date. Recipient\u2019s duty to protect the Confidential Information disclosed under this Agreement expires five (5) years from the date of receipt of Confidential Information (the \u201cConfidentiality Term\u201d). Either party may terminate this Agreement earlier by giving thirty (30) days prior written notice of termination to the other party. Upon the expiration or termination of this Agreement, the obligations of each party shall survive with respect to Confidential Information of the other party disclosed hereunder until such time as the respective Confidential Information becomes publicly known and made generally available through no action or inaction of Recipient or until the end of the Confidentiality Term, whichever occurs sooner. For the avoidance of doubt, upon termination of this Agreement, each party\u2019s obligation to keep the Confidential Information of the other party confidential for the Confidentiality Term shall apply even in the event where one party is acquired or merged by or into a third party, and such third party shall have the right to enforce this obligation as a third party beneficiary.\n11. Remedies. Each party agrees and acknowledges that any breach of this Agreement may cause irreparable harm to the other party for which monetary damages may be inadequate. Accordingly, the harmed party may be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement by the other party.\n12. Notice. Any notice or other communication under this Agreement given by either party to the other party shall be deemed to be properly given if given in writing and delivered (i) by nationally recognized private courier (e.g., Federal Express), (ii) facsimile directed at the signatory of the other party (at the number below), or (iii) by mail (return receipt requested), properly addressed and stamped with the required postage, to the recipient at the address identified in its signature block to this Agreement. Either party may from time to time change its fax number or address by giving the other party notice of the change in accordance with this Section.\n13. Miscellaneous. This document contains the entire agreement between the parties with respect to the subject matter hereof and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Each party represents, warrants and covenants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder, that all required corporate approvals and authorizations have been obtained, and that, upon signature by its authorized representative listed below, this Agreement shall have been duly executed and be legally binding upon the respective party in all respects. This Agreement shall be governed by the laws of the State of Washington, without reference to conflict of laws principles. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.\nIN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date.\nCARDIAC SCIENCE CORPORATION\nSignature: /s/ Mark Daniel\nName: Mark Daniel\nTitle: Controller\nFax Number: 425-402-2012\nDate: 7/27/10\nFor: CSI/Opto Circuits\nSignature: /s/ Joseph LaPorta\nName: Joseph LaPorta\nCOO\nTitle: 262-798-5237\njoseph.laporta@csiusa.com\nFax Number:\n6/25/10\nE-mail Address:\nDate:\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 46 - ], - [ - 47, - 463 - ], - [ - 464, - 477 - ], - [ - 477, - 806 - ], - [ - 806, - 979 - ], - [ - 980, - 1368 - ], - [ - 1368, - 1475 - ], - [ - 1475, - 1566 - ], - [ - 1566, - 1641 - ], - [ - 1641, - 1756 - ], - [ - 1756, - 1896 - ], - [ - 1896, - 2066 - ], - [ - 2066, - 2189 - ], - [ - 2189, - 2375 - ], - [ - 2376, - 2409 - ], - [ - 2409, - 2631 - ], - [ - 2631, - 2814 - ], - [ - 2814, - 3012 - ], - [ - 3012, - 3225 - ], - [ - 3226, - 3257 - ], - [ - 3257, - 3403 - ], - [ - 3403, - 3653 - ], - [ - 3653, - 3798 - ], - [ - 3798, - 4085 - ], - [ - 4085, - 4243 - ], - [ - 4243, - 5134 - ], - [ - 5135, - 5170 - ], - [ - 5170, - 5347 - ], - [ - 5347, - 5783 - ], - [ - 5783, - 5962 - ], - [ - 5963, - 5981 - ], - [ - 5981, - 6225 - ], - [ - 6226, - 6242 - ], - [ - 6242, - 6292 - ], - [ - 6292, - 6507 - ], - [ - 6508, - 6532 - ], - [ - 6532, - 6907 - ], - [ - 6908, - 6923 - ], - [ - 6923, - 7210 - ], - [ - 7211, - 7221 - ], - [ - 7221, - 7359 - ], - [ - 7359, - 7553 - ], - [ - 7553, - 7686 - ], - [ - 7686, - 8089 - ], - [ - 8089, - 8467 - ], - [ - 8468, - 8482 - ], - [ - 8482, - 8643 - ], - [ - 8643, - 8813 - ], - [ - 8814, - 8826 - ], - [ - 8826, - 8993 - ], - [ - 8993, - 9063 - ], - [ - 9063, - 9149 - ], - [ - 9149, - 9334 - ], - [ - 9334, - 9481 - ], - [ - 9482, - 9501 - ], - [ - 9501, - 9782 - ], - [ - 9782, - 10197 - ], - [ - 10197, - 10320 - ], - [ - 10320, - 10440 - ], - [ - 10440, - 10552 - ], - [ - 10553, - 10685 - ], - [ - 10686, - 10713 - ], - [ - 10714, - 10740 - ], - [ - 10741, - 10758 - ], - [ - 10759, - 10776 - ], - [ - 10777, - 10801 - ], - [ - 10802, - 10815 - ], - [ - 10816, - 10838 - ], - [ - 10839, - 10868 - ], - [ - 10869, - 10889 - ], - [ - 10890, - 10893 - ], - [ - 10894, - 10913 - ], - [ - 10914, - 10939 - ], - [ - 10940, - 10951 - ], - [ - 10952, - 10959 - ], - [ - 10960, - 10975 - ], - [ - 10976, - 10981 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 25 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 38 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 38, - 40 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Contradiction", - "spans": [ - 7 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 45, - 46 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 10, - 15 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 38 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 7 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 17, - 18 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 10, - 14 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 22 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001323115/000095012310098499/c60911exv99wdw3.htm" - }, - { - "id": 593, - "file_name": "1329919_0001193125-14-149149_d701401dex99d6.htm", - "text": "Exhibit (d)(6)\nDecember 20, 2013\nPRIVATE AND CONFIDENTIAL\nMr. Mark Anderson, Managing Director\nMr. Lawrence Fey, Principal\nMr. Stephen Master, Vice President\nGTCR LLC\n300 N. LaSalle St.\nSuite 5600\nChicago, IL 60654\nRe: Non-Disclosure Agreement\nGentlemen:\nIn connection with your consideration of a potential consensual transaction negotiated directly by and between Vocus, Inc., a Delaware corporation (\u201cVocus\u201d and collectively with its subsidiaries, the \u201cCompany,\u201d \u201cwe\u201d or \u201cour\u201d), and you (a \u201cTransaction\u201d), we are prepared to make certain information available to you concerning the business, financial condition, operations, assets, prospects and liabilities of the Company. As a condition to our furnishing any such information to you and your Representatives (as defined below), you agree to treat such information in strict confidence in accordance with the provisions of this Non-Disclosure Agreement (this \u201cAgreement\u201d), and to take or refrain from taking the other actions as hereinafter expressly set forth.\nAs used in this Agreement, (i) the term \u201cRepresentative\u201d means, as to any person, such person\u2019s affiliates and its and their respective directors, officers, general partners, managers, members, employees, agents and advisors (including, without limitation, financial advisors, legal counsel and accountants), and with the written consent (including via email, which such consent shall not be unreasonably withheld or delayed) of the Company or as referenced on the attached Schedule A of this Agreement any consultants and potential financing sources; (ii) the term \u201caffiliate\u201d has the meaning given to that term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d); and (iii) the term \u201cperson\u201d shall be broadly interpreted to mean all natural and legal persons, including, without limitation, any company, corporation, general or limited partnership, limited liability company, trust, or other entity.\n1. Evaluation Material.\nAs used in this Agreement, the term \u201cEvaluation Material\u201d means all information concerning the Company (whether furnished on or after the date hereof, whether prepared by the Company, its Representatives or otherwise, whether or not marked as being confidential, and irrespective of the form of communication, including oral as well as written and electronic communications) that is furnished to you or to your Representatives by or on behalf of the Company. The term \u201cEvaluation Material\u201d also includes all notes, analyses, compilations, studies, interpretations and other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the information that the Company or the Company\u2019s Representatives furnish to you or your Representatives. The term \u201cEvaluation Material\u201d does not include information that (a) has become generally known to the public other than as a result of a disclosure by you or your Representatives in breach of this Agreement, (b) was within your possession prior to it being furnished to you by or on behalf of the Company; provided, that the source of such information was not known by you (or reasonably should be known by you) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, (c) has become available to you on a non-confidential basis from a source other than the Company or any of the Company\u2019s Representatives if such source is not known by you (and should not reasonably be known by you) to be bound by a confidentiality agreement with, or any other contractual, legal, or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (d) was independently developed by you without reference to any confidential information disclosed by the Company.\n2. Evaluation Material and Confidentiality.\nYou and your Representatives shall use the Evaluation Material solely for the purpose of considering, evaluating and negotiating a Transaction, shall not use any of the Evaluation Material for any other purpose, shall keep the Evaluation Material strictly confidential, and, except as provided in this Section 2 and in Section 4, shall not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company; provided, however, that the Evaluation Material may be disclosed to your Representatives who need to know the information so disclosed for the purpose of evaluating or advising you with respect to considering, evaluating and negotiating a Transaction, and who are directed by you to keep such Evaluation Material confidential and who are provided with a copy of this Agreement. You shall be responsible for any breach of this Agreement by any of your Representatives, and you agree, at your sole expense, to take all commercially reasonable measures to assure that your Representatives do not make any prohibited or unauthorized disclosure or use (including in legal proceedings to the extent set forth in Section 4 of this Agreement) of the Evaluation Material. Without limiting the foregoing, neither you nor any of your affiliates or Representatives shall use any information obtained from the Evaluation Material to divert or attempt to divert any business or customer of the Company, or otherwise use any such information competitively against the Company.\n3. Transaction Information, Discussions and Confidentiality.\nExcept as set forth in Sections 2 and 4 of this Agreement, you agree that without the prior written consent of Vocus, neither you nor any of your Representatives shall disclose to any person the existence of this Agreement, the fact that the Evaluation Material exists or has been made available to you or any of your Representatives, the fact that you have any interest in pursuing a Transaction involving the Company, the fact that discussions or negotiations concerning a Transaction are or may be taking place, or have taken place between you and the Company (and/or any of the Company\u2019s Representatives), or any of the terms, conditions or other matters discussed between you and the Company (and/or any of the Company\u2019s Representatives) with respect thereto (the foregoing such information described in this sentence being hereafter referred to collectively as \u201cTransaction Information\u201d). Without limiting the generality of the foregoing and for purposes of clarification, except with the prior written consent of Vocus, you agree that neither you nor any of your Representatives acting on your behalf shall enter into any discussions or any agreement, understanding, plan or arrangement with any person regarding any equity or co-investment participation by that person or others with you in a Transaction and you shall not enter into any exclusivity agreement or arrangement with respect to a Transaction with any bank or other debt financing source.\n4. Legally Compelled Disclosure.\nIf you or any of your Representatives are required, requested or compelled in any judicial, governmental, administrative or other legal proceeding, or pursuant to subpoena, civil investigative demand or other compulsory process to disclose any Evaluation Material or any Transaction Information, you and such Representative shall first provide the Company with prompt written notice of any such requirement, request or compulsory demand, to the extent you or such Representatives may legally do so, so that the Company may seek, at the Company\u2019s sole expense, a protective order or other appropriate remedy, and shall consult with the Company with respect to the Company or you or such Representative taking steps to seek to resist or narrow the scope of such required or requested disclosure. It in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or any of your Representatives determine, after consultation with and upon the advice of legal counsel, that you or any such Representative are legally compelled to disclose Evaluation Material or Transaction Information to any tribunal or other public or governmental authority, or else stand liable for contempt or suffer other censure or penalty, you and any such Representative may disclose only that portion of the Evaluation Material or Transaction Information which you or any such Representative determine, after consultation with and upon the advice of legal counsel, is legally required to be disclosed; provided, that you or such Representative shall use commercially reasonable efforts to preserve the confidentiality of the Evaluation Material or Transaction Information so disclosed, including, without limitation, by cooperating with the Company to obtain, at the Company\u2019s sole expense, an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material or Transaction Information by such tribunal or other public or governmental authority.\n5. Termination of Discussions at Any Time Return of Evaluation Material.\nAt any time upon the request of the Company for any reason, you shall (and will direct your Representatives to) promptly, and in any event no later than 10 days after receipt of the request, deliver to the Company, or at your option, destroy, all Evaluation Material (including all copies, extracts and other reproductions thereof, whether in paper, electronic or other form or media) furnished to you or your Representatives by or on behalf of the Company pursuant to this Agreement; provided, however, that you and your Representatives shall be entitled to retain one complete copy, in electronic archival storage form, of all Evaluation Material in accordance with document retention laws or regulations applicable to you and to such other persons, as the case may be, but only to the extent that appropriate personnel whose primary function within your organization and within the organizations of such other persons, as the case may be, is information technology or compliance in nature will have unrestricted access to such retained information; and provided, further, however, that your legal counsel will be entitled to retain one complete copy of Evaluation Material in paper format as may be necessary to document your consideration of a Transaction for the purpose of establishing compliance with any applicable Non-Disclosure Agreement Page 4\nlaws or regulations and for defending and maintaining any litigation (or any arbitral or administrative case or proceeding) relating to this Agreement or the Evaluation Material; provided, that all such information shall continue to be kept confidential and shall be stored only in counsel\u2019s record archives to which access is not made generally available. The destruction of the Evaluation Material, including that prepared by you or your Representatives, shall be certified in writing to the Company by an authorized representative supervising such destruction. Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives shall continue to be bound by your and their confidentiality obligations hereunder.\n6. Privileged Information.\nThe furnishing to you or your Representatives of any Evaluation Material shall not be deemed to waive or in any manner diminish any attorney-client privilege, attorney work-product protection or other privilege or protection applicable to any such Evaluation Material. The parties hereto acknowledge and agree that, in connection with your consideration of the potential Transaction only and not for any other purpose, they (a) are or may become joint defendants in legal proceedings to which such Evaluation Material relates, and (b) intend that all such privileges and protections shall remain intact should either party become subject to any legal proceedings to which such Evaluation Material is relevant. In furtherance of the foregoing, each party hereto agrees not to claim or contend that the other party has waived any attorney-client privilege, attorney work-product protection or other protection or privilege by providing information pursuant to this Agreement or any subsequent agreement (definitive or otherwise) regarding a Transaction into which the parties hereafter may enter.\n7. No Representation or Warranty as to Accuracy and Completeness of Evaluation Material.\nThe Company reserves the right, in its sole discretion, to determine what information it will provide or withhold (and, if provided, the form thereof), as well as the times and locations at which it elects to make such information available. Neither the Company nor any of its Representatives has made, hereby makes or will make any representation or warranty, express or implied, as to the accuracy or completeness of any of the Evaluation Material, except as may be provided in a written definitive agreement between the parties. You acknowledge and agree that neither the Company nor any of its Representatives shall have any obligation or liability to you or to any of your Representatives relating to or resulting from the use (by you or any of your Representatives) of the Evaluation Material or any inaccuracies or errors therein or omissions therefrom, except as may be provided in a written definitive agreement between the parties. You also acknowledge and agree that you are not entitled to rely on the accuracy or completeness of any Evaluation Material and that you shall be entitled to rely solely on such representations or warranties of the Company as may be made in a definitive agreement, if any, relating to a Transaction, when, as and if, entered into by the parties hereto and thereto and subject to such qualifications, limitations and restrictions as may be expressly specified therein.\n8. Standstill.\nYou agree that for a period of eighteen (18) months from and after the date hereof (the \u201cStandstill Period\u201d), neither you nor any of your affiliates, directly or indirectly, shall:\n(a) acquire, offer to acquire, or agree to acquire, whether by means of purchase or otherwise, any (i) securities (or any interest therein or right thereto) having statutory, organic or contractual voting power, whether or not contingent or upon exercise, conversion or exchange (\u201cVoting Securities\u201d), of the Company or (ii) assets or businesses of the Company or of any division or operating unit of the Company;\n(b) enter into any contract, arrangement, understanding, plan, agreement or commitment (whether oral or written) with respect to any Derivative Securities (as defined below);\n(c) make or in any way participate, directly or indirectly, in any \u201csolicitation\u201d of \u201cproxies\u201d or \u201cconsents\u201d (as such terms are used in the rules and published interpretations of the U.S. Securities and Exchange Commission (\u201cSEC\u201d)) to vote (or to withhold authority in respect of or abstain from voting), or seek to advise or influence any person with respect to the voting of (or the withholding of authority of or abstention from voting), any Voting Securities of the Company;\n(d) unless expressly invited to do so by the Board of Directors of Vocus (or any duly constituted committee thereof comprised wholly of independent directors of Vocus), make any public announcement with respect to, or submit to the Company or any of its affiliates, Representatives or any other person, any proposal, expression of interest, term sheet, memorandum of understanding, letter of intent, inquiry or offer (with or without conditions) providing for, in a single transaction or in any series of related transactions, any merger, consolidation, acquisition, business combination, share exchange, recapitalization, reorganization, divestiture, spin-off, split-off, cash or property distribution or any other extraordinary transaction involving the Company or any of the Company\u2019s securities, assets or businesses;\n(e) form, join or in any way engage or participate in a \u201cgroup,\u201d (within the meaning of Section 13(d)(3) of the Exchange Act) in connection with any Voting Securities of the Company;\n(f) act alone, or in concert with any other person(s), to seek to control or influence the management, board of directors, policies or affairs of the Company (including, without limitation, by seeking to place any individual on the Company\u2019s board of directors, seeking to have called any meeting of the Company\u2019s stockholders or seeking to advise, encourage or influence any person with respect to the voting of any securities of the Company for the election of individuals to the Company\u2019s board of directors or to approve stockholder proposals);\n(g) take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause \u201c(a)\u201d or \u201c(d)\u201d of this sentence;\n(h) request or propose that the Company or any of the Company\u2019s Representatives amend or waive, or consider the amendment or waiver of, any provision set forth in this Section 8, either publicly or in any manner that would reasonably likely to lead to or require public disclosure of such request or proposal;\n(i) have any discussions or enter into any arrangements, understandings, plans, commitments or agreements (whether oral or written) with, act as a financing source for or otherwise invest in any significant manner with respect to, or advise, assist or encourage, any person in connection with any of the foregoing; or\n(j) at no time offer or communicate directly to the Company\u2019s shareholders in the form of a tender offer, exchange offer or otherwise in relation to the Transaction, unless expressly contemplated by a definitive agreement entered into between you (or one or more of your controlled affiliates) and the Company;\nprovided, however, that the restrictions set forth in this Section 8 shall terminate immediately upon (A) the public announcement by Vocus that it has entered into a definitive agreement with a third party for a transaction involving the acquisition of more than 50% of the outstanding equity securities of Vocus or all or substantially all of the assets (on a consolidated basis) of the Company or (B) any person or group publicly announces or commences a tender or exchange offer to acquire Voting Securities of Vocus, that, if successful, would result in such person or group beneficially owning more than 50% of the then outstanding Voting Securities of Vocus, and Vocus files a Schedule 14D-9 with respect to such tender or exchange offer that recommends that Vocus\u2019 stockholders accept such offer. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this Agreement.\nFor purposes of this Section 8, \u201cDerivative Securities\u201d means any securities that are the subject of any derivative or other transaction entered into by any person, which gives such person the economic equivalent of ownership of an amount of Company securities due to the fact that the value of the derivative is determined by reference or in relation to the price or value of such securities, irrespective of whether (i) such derivative conveys or confers to any person, or otherwise has ascribed to it, any voting rights or voting power or (ii) the derivative is capable of being or required to be settled by the payment of cash or through the delivery of such securities.\n9. Effect of Agreement.\nNo agreement providing for any Transaction currently exists and none shall be deemed to exist between the parties hereto unless and until a definitive written agreement for any such Transaction is hereafter negotiated, executed and delivered with the intention of being legally binding upon the parties hereto and any other necessary parties thereto. The parties hereto agree that unless and until a definitive agreement between them with respect to a Transaction has been executed and delivered by them and any such other parties, with the intention of being legally binding as aforesaid, neither party nor any of their respective affiliates shall be under any obligation of any kind whatsoever with respect to a Transaction, including any obligation to commence or continue discussions or negotiations with respect to a Transaction, by virtue of this Agreement or any other written or oral expression with respect to such a Transaction by the parties hereto or any of their Representatives. Without limiting the foregoing sentence (and subject to the provisions of Section 8 of this Agreement), each party hereto acknowledges and agrees that the other party hereto may disclose information about itself (if disclosed by you or your Representatives, to the extent not containing any Transaction Information or Evaluation Material, and if disclosed by the Company or its Representatives, to the extent not containing any Transaction Information) to, and enter into negotiations with, other persons or entities at any time without any obligation to notify the other party hereto of such disclosure or negotiations.\n10. Designated Contact Persons.\nEach party to this Agreement and its Representatives will designate appropriate contact persons for due diligence purposes. All communications regarding a Transaction, requests for additional information, requests for facility tours or management meetings and discussions or questions regarding procedures, will be directed exclusively to such contact persons, and neither party hereto nor any of its Representatives acting on such party\u2019s behalf will initiate or cause to be initiated any communication with any director, officer, employee, and to such person\u2019s knowledge any advisor, agent or regulator of the other party hereto or its Representatives, other than such contact persons or any other person directed by such contact persons, concerning the Evaluation Material (including any requests to obtain or discuss any Evaluation Material) or any possible Transaction. The contact person for the Company is: Jason Stack (jstack@stifel.com or 212-271-3868) or otherwise as directed in writing by the Company.\n11. Non-Solicitation.\nYou agree that, except as provided in a definitive agreement relating to a Transaction, for a period of one (1) year following the date of this Agreement, you shall not, and you shall not authorize, instruct, encourage or facilitate the ability of any of your Representatives and any person acting on behalf of to, in any manner, directly or indirectly, solicit for hire any of the officers or employees of the Company with whom you had contact or first became aware of during the process contemplated herein; provided, however, that the foregoing does not preclude you or your Representatives from: (a) soliciting employees through, or hiring employees who respond to, general job advertisements or similar notices that are not targeted specifically at the employees of the Company; or (b) soliciting or hiring employees whose employment has been terminated by the Company.\n12. Securities Law Compliance.\nIt is expected that the Evaluation Material will contain material information about the Company that has not been disclosed by the Company to the public generally. You hereby acknowledge that you are aware, and you agree to advise your Representatives who are informed as to the matters that are the subject of this Agreement, that the U.S. federal and many state securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters that are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any person under circumstances in which it is foreseeable that such person is reasonably likely to purchase or sell such securities.\n13. Remedies.\nThe Company and you each hereby acknowledge and agree that money damages would not be a sufficient remedy for breach of this Agreement by you or any of your Representatives or for breach of this Agreement by the Company or any of its Representatives and that therefore, both the Company and you shall be entitled to seek equitable relief, including injunctions and specific performance, as a remedy for any such breach without necessity of posting any bond or other security, and without proof of any actual damages. Such remedies shall nonetheless not be deemed to be the exclusive remedies for a breach of this Agreement, and shall be in addition to all other remedies available to you and to the Company at law or equity. In the event of litigation relating to this Agreement, the prevailing party shall be entitled to receive from the other party the reasonable legal fees and expenses incurred by the prevailing party in connection with such litigation, including any appeal therefrom.\n14. Existing Portfolio Investments.\nThe Company (i) acknowledges that as part of your ordinary conduct of business that you may, from time to time, analyze and invest in securities, instruments, businesses and assets of companies and other persons engaged in the same or a substantially similar line of business as is engaged in and conducted by the Company and that your review of Evaluation Material upon the terms and subject to the conditions of this Agreement may serve to enhance your knowledge and understanding of the marketing services industry to an extent and in a manner that cannot be separated from your own independent developed knowledge of such businesses and industries and (ii) agrees that, without limiting any of your obligations under this Agreement and provided that you are not in breach of any of your obligations under this Agreement, including, without limitation, the last sentence of Section 2 of this Agreement, this Agreement is not intended to and shall not be deemed to restrict your use of such overall independently developed knowledge and understanding of the marketing services industry strictly for your own internal analytical purposes, including the purchase, sale and consideration of, and voting decisions relating to, existing portfolio company investments made by you and your controlled affiliates.\nNotwithstanding anything in this Agreement to the contrary, the Company agrees that, to the extent you do not disclose the Evaluation Material or Transaction Information to entities controlled or otherwise managed, directly or indirectly, by you or your affiliates, none of the terms of this Agreement shall apply to such entities.\n15. Other Terms.\n(a) Waivers and Amendments. No failure or delay by any party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement may only be amended by the execution and delivery of a written agreement to which you and the Company are signatories.\n(b) Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal procedural and substantive laws of the State of Delaware, without reference to the conflict of law principles of that state.\n(c) Consent to Jurisdiction. The parties to this Agreement hereby irrevocably and unconditionally consent to submit to the jurisdiction of the state courts of the State of Delaware or of the United States District Court for the District of Delaware for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby, and further agree that service of any process, summons, notice or document by United States registered mail, postage prepaid, to their address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in any such court. The parties to this Agreement hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the state courts of the State of Delaware or of the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n(d) Entire Agreement. This Agreement contains the entire agreement between the parties hereto concerning the confidentiality of Transaction Information and Evaluation Material, the standstill agreements, the no-solicitation agreement and the other covenants, undertakings and subject matter set forth in this Agreement.\n(e) Construction. The parties hereto acknowledge and agree that they have both participated in the negotiations and preparation of this Agreement. Accordingly, the parties further agree that no presumption or burden of proof shall be raised in any question of interpretation of this Agreement based upon any assertion that one party or the other has drafted this Agreement or any provision hereof.\n(f) Term. This Agreement, and the parties\u2019 respective rights and obligations hereunder, shall terminate on the second anniversary of the date hereof; provided that any Evaluation Material that is a trade secret shall remain confidential for so long as such Evaluation Material is considered a trade secret under applicable law.\nPlease confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter shall become a binding agreement between you and Vocus.\nVery truly yours,\nVocus, Inc.\nBy: /s/ Stephen A. Vintz\nName: Stephen A. 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(\u201cyou\u201d or, together with Seller, the \u201cparties\u201d) certain information concerning itself and its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, the stockholders of your ultimate parent, and your direct and indirect affiliates, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), BDT Capital Partners LLC and any other specific financing source that the Seller approves to be included as a Representative, such approval of the Seller not to be unreasonably withheld, conditioned or delayed (collectively, \u201cRepresentatives\u201d), you agree to treat any information concerning the Seller (whether prepared by the Seller, its Representatives or otherwise and irrespective of the form of communication) that is furnished hereunder to you or your Representatives now or in the future by or on behalf of the Seller (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with, and subject to, the provisions of this letter agreement (this \u201cAgreement\u201d), and to take or abstain from taking certain other actions hereinafter set forth.\n1. Evaluation Material. The term \u201cEvaluation Material\u201d shall include information (including historical financial information that has not been publicly disclosed) concerning Seller pertaining to legal and regulatory matters, customers, depositors, vendors, projections, forecasts or investments, and all records, notes, computer data, analyses, compilations, studies, reports, interpretations or other documents to the extent containing, in whole or in part, the information furnished to you or your Representatives by or on behalf of the Seller, provided, that the term \u201cEvaluation Material\u201d does not include information which (1) is or becomes generally available to the public other than as result of a breach of this Agreement by you or your Representatives, (ii) was within your possession prior to it being furnished to you by or on behalf of the Seller, provided that the source of such information was not known after reasonable due inquiry by you to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to) the Seller or any other party with respect to such information, or (iii) is independently developed by you or by others on your behalf without violating any of your obligations under this Agreement, or (iv) becomes available to you on a non-confidential basis from a source other than the Seller or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Seller or another party.\n2. Use of Evaluation Material. You agree that you and your Representatives will use the Evaluation Material solely for the purpose of proposing, evaluating, negotiating and consummating a Possible Transaction in accordance with the terms of this Agreement (the \u201cEvaluation\u201d) and that any other use of the Evaluation Material will constitute a breach of this Agreement. You agree to keep the Evaluation Material strictly confidential and not to use or disclose the Evaluation Material without the prior written consent of the Seller, except that, subject to the provisions hereof, you may disclose Evaluation Material to your Representatives to the extent that they need to know such Evaluation Material for purposes of the Evaluation, provided such Representatives are informed of the confidential nature of the Evaluation Material and the material terms of this Agreement and agree to be bound by the confidentiality provisions hereof (it being understood that, except in the case of financing sources, the foregoing shall not require any agreement in writing), and provided further that you shall be responsible for any unauthorized use or disclosure of Evaluation Material by your Representatives. You shall not make more copies of the Evaluation Material than are reasonably necessary to perform the Evaluation.\n3. Non-Disclosure of Possible Transaction. Except as set forth elsewhere in this Agreement, each of the parties hereby acknowledges and agrees that, without the other party\u2019s prior written consent, it will not disclose to any third party the existence of this Agreement, the fact that any Evaluation Material has been made available hereunder, or that discussions are taking place concerning the Possible Transaction or any of the terms, conditions or other facts with respect thereto.\n4. Required Disclosure of Evaluation Material. In the event that (i) you or any of your Representatives are requested or required by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which your securities are listed or quoted, to disclose any of the Evaluation Material or (ii) either party or any of its Representatives are requested or required by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which its securities are listed or quoted, to disclose that discussions are taking place concerning the Possible Transaction, such party shall provide the other party with prompt notice of any such request or requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver, such first party or any of its Representatives are nonetheless legally compelled by any requirement described in the first sentence of this Section 4 to disclose the Evaluation Material to such third party, such party or its Representative may, without liability hereunder, disclose to such third party only that portion of the Evaluation Material, or of the facts relating to the discussions taking place, which its counsel advises in writing is legally required to be disclosed, provided that such party exercises reasonable efforts to preserve the confidentiality of the Evaluation Material and the discussions taking place, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded thereto by any third party to which disclosure is made.\n5. Privileged Information. To the extent that any Evaluation Material may include material or information that is subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their mutual desire, intention and understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. Any Evaluation Material that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under such privileges, under this Agreement and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n6. Compliance with Securities Laws. You hereby acknowledge that you are aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, nonpublic information from the issuer of the securities or any affiliate thereof and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance on such information for so long as the information remains material and non-public and agree to comply with such securities laws.\n7. Standstill. You hereby agree that, from and after the date of this Agreement and until the earliest of (i) two years after the date on which discussions concerning the possibility of the Possible Transaction have terminated, (ii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates a merger, consolidation, tender offer, exchange offer or similar business combination, (each, a \u201cMerger\u201d), unless it can be determined based on publicly available information at the time of announcement of such agreement that such Merger would result in the Seller\u2019s stockholders immediately prior to the Merger holding, immediately following such Merger, directly or indirectly, at least 50% of the voting equity securities of either the entity resulting from such Merger or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of all of the outstanding voting equity securities of such entity surviving the Merger, (iii) the date on which the Seller or any of its subsidiaries approves or enters into an agreement with a third party that contemplates the sale of greater than 50% of the assets of Seller or the acquisition of greater than 50% of any shares of any class of securities by Seller by tender offer, exchange offer or otherwise (each of the events listed in clauses (ii) and (iii), a \u201cChange of Control Event\u201d), (iv) the date on which the Seller publicly announces that it is conducting a process contemplating a Change of Control Event and (v) the date on which the parties enter into any definitive agreement contemplating a Change of Control Event, neither you nor any of your Representatives will in any manner, directly or indirectly, (a) effect, seek, offer or propose (whether publicly or otherwise), or cause or participate in or in any way assist any other person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in, (1) any acquisition of beneficial ownership of any securities or assets of the Seller (other than with respect to any acquisitions in the ordinary course for passive investment purposes of up to an aggregate of 1% of the outstanding securities of any class of the securities of the Seller);\n(2) any tender or exchange offer, merger or other business combination involving the Seller; (3) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Seller; or (4) any-solicitation of \u201cproxies (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote--any voting securities of the Seller; (b) form, join or in any way participate in a \u201cgroup (as defined under the Exchange Act) with-respect to any securities of the Seller or otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Seller; (c) take any action which would reasonably be expected to require the Seller to make a public announcement regarding any of the types of matters set forth in (a) or (b) above; or (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Notwithstanding anything to the contrary in this Agreement, following the period described in the foregoing sentence, nothing in this Agreement (including the prohibitions on use and disclosure set forth in sections 2, 3 and 4 hereof) shall, directly or indirectly, prevent or otherwise limit you or your Representatives from taking any actions referred to in clauses (a)-(d) of this section 7 or related thereto, and in each case without notice to or consultation with the Seller. The Seller also agrees during such period not to publicly request you (or your Representatives), directly or indirectly, to amend or waive any provision of this section (including this sentence). The Seller represents and warrants that, as of the date of this Agreement, neither you nor any of your affiliates owns, of record or beneficially, any voting securities of the Seller, or any securities convertible into or exercisable for any voting securities of the Seller (other than such ownership by your affiliates of up to an aggregate of 1% of such securities).\n8. Termination of Discussions. You understand and agree that (a) the Seller (i) may terminate your access to Evaluation Material at any time, (ii) shall be free to conduct any process for a Possible Transaction as it in its sole discretion shall determine and (iii) shall be free at its sole discretion at any time to accept or reject any proposal relating to a Possible Transaction for any reason without notice to you or any third party, and (b) you shall have no claim against the Seller or its Representatives in connection with any of the foregoing. If you decide that you do not wish to proceed with the Possible Transaction, you will promptly inform the Seller in writing. In that case, or at any time upon the request of the Seller for any reason, you will as promptly as practicable deliver to the Seller or destroy any and all Evaluation Material furnished to you or your Representatives and no copy thereof shall be retained, and you shall provide written confirmation of such destruction, provided, that (i) you or your Representatives may, subject to the terms of this Agreement, retain any electronic records or files containing Evaluation Material which have been created pursuant to automatic archiving and back-up procedures which cannot reasonably be deleted; provided that neither you nor your Representatives access such archives or back-up tapes for purposes of retrieving Evaluation Material, (ii) your outside legal counsel may, subject to the terms of this Agreement, retain in its files a copy of any Evaluation Material solely for use in connection with any disputes between the parties relating to the Evaluation Material or a possible negotiated transaction involving the parties and (iii) your Representatives that are accounting firms, investment banks or similar organizations may, subject to the terms of this Agreement, retain copies of the Evaluation Material in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation or professional standards (provided that such Representatives do not provide you access to any such retained Evaluation Material). Notwithstanding the return or destruction of the Evaluation Material, you and your Representatives will continue to be bound by your obligations of confidentiality and nonuse and other obligations hereunder for a period of two years from the date first set forth above.\n9. Non-Solicitation. In consideration of the Evaluation Material being furnished to you, you agree that for a period of two years from the date hereof, you will not, directly or indirectly, solicit for employment or employ any of the employees of the Seller while such employees remain employed by the Seller or its affiliates, provided, that this Agreement shall not prohibit (i) any general advertisement or general solicitation that is not specifically targeted at such persons; or (ii) the hiring of any such persons who initiate discussions with you regarding such employment without any direct or indirect solicitation by you.\n10. No Representation of Accuracy. You understand and acknowledge that the Seller and its Representatives: (i) make no representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, and (ii) shall have no liability to you or your Representatives relating to or resulting from the use of or reliance upon the Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a definitive agreement regarding the Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n11. Waiver. It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n12. Contacts. You agree that none of you or your Representatives who are aware of the Evaluation Material and/or a Possible Transaction will initiate or cause to be initiated any communication with any director, officer or employee of the Seller concerning the Evaluation Material or a Possible Transaction, provided that the foregoing shall not prohibit any communication with the Chairman of the Board of Directors of the Seller or any person identified by the Seller or its Representatives to you or your Representatives as having knowledge of a Possible Transaction.\n13. Remedies. You hereby agree that your failure to perform any obligation or duty under this Agreement will cause irreparable harm to the Seller, which harm cannot be adequately compensated for by money damages. It is further agreed by you that an order of specific performance or for injunctive relief against you in the event of a breach or default under the terms of this Agreement would be equitable and would not work a hardship on you. Accordingly, in the event of a breach or default by you hereunder, the Seller, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right either to compel specific performance by, or to obtain injunctive relief against you, with respect to any obligation or duty herein or breach thereof. You agree to reimburse the Seller for all costs and expenses (including, without limitation, attorney\u2019s fees and expenses) of enforcing the Seller\u2019s rights under this Agreement. This Section shall not operate to limit any other rights or remedies of the Seller.\n14. Severability. In case any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired thereby and such provision will be deemed to be restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law.\n15. No Definitive Agreement. You hereby agree that unless and until a definitive agreement regarding the Possible Transaction is executed, neither the Seller nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement, except for matters specifically agreed to herein.\n16. Assignment. The Seller reserves the right to assign all of its rights, powers and privileges under this Agreement, including without limitation the right to enforce all of the terms of this Agreement, to successors or affiliates of the Seller or any person who acquires a majority of the outstanding stock or all or substantially all of the assets of the Seller. Except as expressly permitted above, the Seller shall not have the right to assign this Agreement or its rights or obligations under this Agreement without your prior written consent. You acknowledge and agree that you may not assign or otherwise delegate your obligations or duties under this Agreement to any other person. Any assignment in violation of this Agreement shall be null and void ab initio.\n17. Governing Law: Forum. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without giving effect to the principles of conflicts of laws thereof that would compel the application of the substantive laws of another jurisdiction. In any dispute between the parties arising out of or relating to this Agreement, each party irrevocably and unconditionally (i) consents and submits to the jurisdiction and venue of the state or federal courts located in Hennepin County, Minnesota; (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid.\n18. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.\n19. Entire Agreement. 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Mellet and Sweetskinz shall be sometimes collectively be referred to as \u201cParties\". It is understood further that changes to this Agreement must be in writing and acknowledged by the Parties.\nThe Agreement contains material restrictions on Mellet\u2019s right to (i) compete with Sweetskinz, or (ii) disclose or use information learned or developed by Mellet through his association with or as an employee of Sweetskinz from the beginning of time through April 4, 2016 (\u201cTerm\u201d).\n1. CONSIDERATION\nMellet shall receive 5,123,878 shares of Sweetskinz common stock (\u201cShares\u201d) as full consideration for this Agreement.\n2. NON-COMPETITION AND NON-SOLICITATION\n(a) In consideration of Sweetskinz\u2019s agreement to provide Mellet with the Shares, Mellet agrees:\n(1) to refrain, directly or indirectly, during the Term from accepting business from, doing business with, inducing or soliciting any Sweetksinz customers to whom Mellet rendered any services during the course of Mellet\u2019s employment with Sweeetskinz, to do business with Mellet, or with any other person or entity, in competition with the type of services performed by Mellet for Sweetskinz except on behalf of and as an authorized representative of Sweetskinz.\n(2) to refrain, directly or indirectly, during the Term from accepting business from, doing business with or inducing or soliciting, any Sweetskinz vendor who is instrumental in any aspect of the design, development, production or sales of any Sweetskinz product.\n(3) to refrain, directly or indirectly, during the Term from having any interest in or association with any business which competes with Sweetskinz pneumatic colorized tire products or any other future Products produced by Sweetskinz. Such entities shall include any related entity in which Mellet or his immediate family is a shareholder, director, officer, employee, partner, proprietor, joint venturer, consultant or otherwise, anywhere worldwide.\n(4) any idea, concept, technique, invention, creation, copyrightable or patentable work (\"Product\") relating to pneumatic colorized tires or other products sold or developed by Sweetskinz, that Mellet is instrumental in creating, developing or producing, or helping to create, develop or produce, during the time that Mellet is employed by Sweetskinz shall be considered owned by Sweetskinz, whether conceived by Mellet individually or jointly, on or off Sweetskinz's premises. Mellet hereby irrevocably assigns such Product to Sweetskinz and authorizes Sweetskinz to execute on Mellet\u2019s behalf such documents as it may deem necessary to confirm and protect its interests therein. However, Mellet may develop products which do not in any material way compete with any Product of Sweeetskinz so long as such development is of no cost to Sweetskinz, is done after \u201cworking hours\u201d (defined as 45-hour work week) and does not interfere with Mellet\u2019s responsibilities as the Chief Technology Officer of Sweetskinz.\nMellet acknowledges that this Section 2 is reasonable, among other things, because Sweetskinz anticipates selling its products on all continents of the world and developing relationships with manufacturers, wholesalers and retailers on such continents\n3. CONFIDENTIALITY:\nEach Party agrees at all times during the Term to hold in the strictest confidence, and not use, except for the benefit of the Parties or to disclose, transfer or reveal, directly or indirectly to any person or entity any confidential information.\n4. INJUNCTIVE RELIEF:\nIf Sweetskinz so elects, Sweetskinz shall be entitled, in addition to all other remedies available, including but not limited to actual, compensatory and punitive damages, or to specifically enforce the performance by Mellet and to enjoin the violation by Mellet of any provision hereof. Moreover, the parties hereto acknowledge that the damages suffered by Sweetskinz as a result of any violations of Section 2 by Mellet may be difficult to ascertain and Sweetskinz may not have an adequate remedy at law. Accordingly, the parties agree that in the event of a breach by Mellet of Paragraph 2, Sweetskinz shall be entitled to specific enforcement by injunctive relief of Mellet\u2019s obligations to Sweetskinz, without bond and such remedies shall not be deemed to be exclusive of any other remedies available to Sweetskinz, by judicial or arbitral proceedings or otherwise.\nThe remedies referred to above shall not be deemed to be exclusive of any other remedies available to Sweetskinz, by judicial or arbitral proceedings or otherwise, including to enforce the performance or observation of the covenants and agreements contained in this Agreement.\n5. ATTORNEY\u2019S FEES:\nIt is agreed that if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement the successful Party or Parties, as the case may be, shall be entitled to recover reasonable attorney\u2019s fees and other costs incurred in that proceeding in addition to any other relief or judgment to which it may be entitled.\n6. GENERAL:\nThe obligations under the Agreement are binding upon the heirs, assigns and legal representatives. This Agreement is governed by the laws of Pennsylvania. 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The confidential information disclosed by Company to MSC under this Agreement is described as: customer and prospective customer contact data (\"Information\").\n2. MSC shall protect the Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Information as MSC uses to protect its own confidential information of a like nature.\n3. This Agreement imposes no obligation upon MSC with respect to the Information which (a) was in MSC's possession before receipt from the Company; (b) is or becomes a matter of public knowledge through no fault of MSC; (c) is rightfully received by MSC from a third party without a duty of confidentiality; (d) is disclosed by the Company to a third party without a duty of confidentiality on the third party; (e) is independently developed by MSC; (f) is disclosed under operation of law; or (g) is disclosed by MSC with the Company's prior approval.\n4. MSC recognizes that the Information is the sole property of Company, is confidential, and is to be held by MSC in the strictest confidence.\n5. MSC recognizes that the Information constitutes a valuable property of the Company. MSC agrees that it will not permit any person, firm or corporation to use, copy or reproduce in any manner whatsoever any part of the Information, except to the extent that the Information must be reproduced by MSC in performing its data processing services.\n6. All additions or modifications to the Agreement must be made in writing and must be signed by both parties.\n7. This Agreement is made under and shall be construed according to the laws of the State of California.\nARNE RAABE BRUCE MORGAN\nArne Raabe Bruce K. Morgan\nDirector Vice President, Sales\nRaphael Industries, Ltd Marketing Software Company\n268 Bush Street # 4205 6200 Canoga Ave, Suite 102\nSan Francisco, CA 94104 Woodland Hills, CA 91367\n", - "spans": [ - [ - 0, - 1 - ], - [ - 2, - 46 - ], - [ - 47, - 71 - ], - [ - 72, - 244 - ], - [ - 245, - 406 - ], - [ - 407, - 678 - ], - [ - 679, - 766 - ], - [ - 766, - 827 - ], - [ - 827, - 899 - ], - [ - 899, - 987 - ], - [ - 987, - 1090 - ], - [ - 1090, - 1129 - ], - [ - 1129, - 1173 - ], - [ - 1173, - 1231 - ], - [ - 1232, - 1374 - ], - [ - 1375, - 1462 - ], - [ - 1462, - 1720 - ], - [ - 1721, - 1831 - ], - [ - 1832, - 1936 - ], - [ - 1937, - 1960 - ], - [ - 1961, - 1987 - ], - [ - 1988, - 2018 - ], - [ - 2019, - 2069 - ], - [ - 2070, - 2119 - ], - [ - 2120, - 2168 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 14 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 11 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 9, - 10 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 16 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001367408/000136740806000002/risb2ex105.htm" - }, - { - "id": 602, - "file_name": "1372664_0001193125-12-159071_d333885dex99d9.htm", - "text": "Exhibit 99.(d)(9)\nNON-DISCLOSURE AGREEMENT\nTHIS AGREEMENT is made as of the 15th day of November, 2011 by and between COMVERGE, Inc., a corporation organized under the laws of Delaware (\u201cCOMVERGE\u201d) and H.I.G. Middle Market, LLC, a company located at 1450 Brickell Avenue, 3l Floor,st Miami, FL 33131 (\u201cH.I.G.\u201d). COMVERGE and H.I.G. are individually referred to as a \u201cParty\u201d and collectively referred to as the \u201cParties\u201d.\nWHEREAS, COMVERGE will provide financial information and strategic operating plans, including drafts of financial projections, budgets and due diligence to H.I.G. and its Representatives (as defined below) for the purpose of H.I.G. making a potential investment in COMVERGE (the \u201cTransaction\u201d); and\nWHEREAS, COMVERGE will provide confidential and proprietary information and materials to H.I.G. and H.I.G. shall keep such information confidential.\nNOW THEREFORE, the Parties agree as follows:\n1. Confidential Information Defined. The Parties acknowledge that, in the course of the Transaction, it is anticipated that H.I.G. and its Representatives will receive certain non-public and confidential information, from or about COMVERGE, including, but not limited to financing information, operating budgets, strategic business plan documents, product and services offerings, software platform or any other confidential and proprietary information relating to the Transaction or COMVERGE. All such financial information and term sheets supplied by COMVERGE or its representatives are hereinafter called the \u201cConfidential Information\u201d. The term \u201cConfidential Information\u201d as used herein also includes the Transaction itself and any information, work papers, analyses, compilations, projections, studies, documents, terms, conditions, correspondence, facts or other materials derived or produced by COMVERGE or its representatives for each other which contain or otherwise reflect confidential or proprietary information provided or developed by COMVERGE in connection with the Transaction, or any other information which H.I.G. knows or reasonably ought to know is confidential or proprietary information of COMVERGE. Any Confidential Information supplied in connection with the Transaction by COMVERGE prior to the execution of this Agreement shall be considered in the same manner and be subject to the same treatment as the Confidential Information made available hereunder after the execution of this Agreement. For the purposes of this Agreement, \u201cRepresentatives\u201d of H.I.G. shall include its employees, officers, directors, financial advisors, staff agents, financing sources, representatives, consultants, advisors or members of any Investment Review or similar committees, but only to the extent such parties receive Confidential Information and excluding, in each case, any portfolio companies.\n2. Exclusions from Definition. The term \u201cConfidential Information\u201d as used herein does not include any data or information which the receiving Party can demonstrate: (a) is already known to the receiving Party on a nonproprietary basis at the time it is disclosed to the receiving Party; (b) is or becomes generally known to the public through no wrongful act of the receiving Party or its representatives in violation of this Agreement; (c) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to H.I.G.\u2019s knowledge, a breach of an obligation of confidentiality running directly to the providing Party, if any; (d) has been approved for public release by written authorization by the originating Party; or (e ) was developed independently by H.I.G. or its Representatives without use of the Confidential Information.\n3. Non-disclosure Obligation. H.J.G. shall keep the Confidential Information confidential and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives who need to know such Confidential Information in connection with H.I.G.\u2019 S evaluation, negotiation and potential consummation of the Transaction, except with the prior written consent of COMVERGE or as otherwise permitted hereunder. The Confidential Information shall be used by H.I.G. solely for the purpose of evaluating the Transaction, and shall not be otherwise used without COMVERGE\u2019s prior written consent. H.I.G. agrees that it may disclose the Confidential Information only to those of its Representatives who need to know the Confidential Information for the purpose of assisting the Parties in connection with the Transaction. Prior to disseminating any of the Confidential Information to any agent and/or representative permitted herein, H.I.G. shall advise its Representative of the confidential nature of the Confidential Information, and shall require such Representative to agree to maintain the confidentiality of the Confidential Information and to be bound by terms of confidentiality at least as restrictive as the terms of this Agreement. Additionally, except as required by law, neither Party shall, and each Party shall direct its representatives to not, disclose to any person (i) the fact that Confidential Information has been made available to H.I.G. and its Representatives, (ii) the fact that the Parties are in discussions regarding the Transaction, or (iii) the terms and conditions of such discussions, including the status thereof.\n4. No Export. H.I.G. will not export, directly or indirectly, any Confidential information acquired from COMVERGE pursuant to this Agreement, or any product utilizing such Confidential information, to any country, or any company located in any country, for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining written consent from COMVERGE and the appropriate license.\n5. Standard of Protection. For the purpose of complying with the obligations set forth herein, H.I.G. shall use a reasonable standard of care, no less than efforts commensurate with those that it employs for the protection of its own confidential and sensitive information.\n6. Compliance with Legal Process. In the event that H.I.G. or its Representatives is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or by applicable statutes, regulations or laws, including but not limited to the rules of any securities trading exchange or securities quotation system, or applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder, to disclose any Confidential Information, H.I.G. shall, to the extent practicable and permitted by law, promptly notify COMVERGE of such request or requirement prior to disclosure so that COMVERGE may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. For the avoidance of doubt, any disclosure made pursuant to this paragraph shall not be in breach of this Agreement.\n7. Ownership; Return of Information. Except as may otherwise set forth in a written agreement between the parties relating to the Transaction, all Confidential Information (including tangible copies and computerized or electronic versions thereof and also all Confidential Information contained in all deliverables and work papers), including all intellectual property rights pertaining thereto, shall be the property of COMVERGE. No later than ten (10) business days following the receipt of a written request from COMVERGE, H.I.G. shall destroy or deliver to COMVERGE all Confidential Information, together with a certificate executed by the agent and/or representative or principal of H.I.G. confirming that all such materials in H.I.G.\u2019s possession or control have been delivered to COMVERGE or destroyed, except as permitted herein. Notwithstanding the foregoing, H.I.G. and its Representatives may retain (i) any electronic or written copies of Confidential Information as may be stored on its electronic records storage system as a result of automated backup systems or as may be otherwise required by law, other regulatory requirements, or internal document retention policies, provided that any such Confidential Information remains subject to this Agreement; and (ii) a single confidential copy of all Confidential Information which may be retained by H.I.G.\u2019s internal legal counsel for the sole purpose of prosecuting or defending any matters which may arise from or relate to this Agreement.\n8. Remedies for Breach. The Parties understand and agree that money damages may not be a sufficient remedy for any breach of this Agreement and that the originating Party shall be entitled, without posting bond or other security, to seek injunctive or other equitable relief to remedy or forestall any such breach or threatened breach. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity, except as provided herein. Except in the event of gross negligence or willful misconduct, neither Party shall be liable for any consequential, indirect, punitive or special losses or damages (including, but not limited to, lost profits, lost earnings and loss of production) incurred by the other Party in connection with such Party\u2019s performance or failure to perform any of its obligations under this Agreement, or the breach of any representation, warranty or other obligation hereunder, whether expressed or implied and whether such damages are claimed under breach of warranty, breach of contract, tort, or other theory or cause of action at law or in equity.\n9. Standstill Period. H.I.G. acknowledges that, in its examination of the Confidential Information, you may have access to material non-public information concerning COMVERGE. You agree that, for a period of one year following the date of this agreement (the \u201cStandstill Period\u201d), you will not, directly or indirectly, without the prior written consent of the majority of the Board of Directors of COMVERGE, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any securities or assets of COMVERGE , any warrant or option to purchase such securities or assets, any security convertible into any such securities, or any other right to acquire such securities, (ii) other than with respect to the Transaction, enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving COMVERGE, (iii) make, or in any way participate or engage in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of COMVERGE; (iv) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) with respect to any voting securities of COMVERGE, (v) call, request the calling of, or otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of COMVERGE, (vi) other than with respect to the Transaction, disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (vii) except as permitted in the Agreement, advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other persons in connection with the foregoing. You further agree that during the Standstill Period you will not directly or indirectly, without the prior written consent of the Board of Directors of COMVERGE, take any action that to your knowledge might require COMVERGE to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this paragraph. The provisions of this paragraph shall be inoperative and of no force or effect if any other person or group (as defined in Section 13(d)(3) of the Exchange Act) shall have acquired or entered into a definitive agreement (approved by the Board of Directors of COMVERGE) to acquire more than 50% of the outstanding voting securities of COMVERGE or assets of COMVERGE or its subsidiaries representing more than 50% of the consolidated earning power of COMVERGE and its subsidiaries. Notwithstanding the foregoing, and as described in Section 14, nothing in this section shall preclude H.I.G. from acquiring securities of COMVERGE in the public markets as a public investor in COMVERGE, so long as such transactions do not violate the applicable United States securities laws. Furthermore, for avoidance of doubt, both Parties agree that the purpose of the Transaction is for H.I.G. to submit a proposal to COMVERGE regarding a possible transaction. Accordingly, until informed in writing by COMVERGE otherwise, H.I.G. may propose potential transactions to COMVERGE without violating any of the restrictions set forth above in this section.\n10. Non Solicit. For two years from the date hereof, you will not, directly or indirectly solicit for employment or hire any officer, director, or other key employees (to be specified in writing by COMVERGE) of COMVERGE or any of its subsidiaries or divisions with whom you have had contact or who became known to you in connection with your consideration of the Transaction, except that you shall not be precluded from hiring any such employee who (i) initiates discussions regarding such employment without any direct or indirect solicitation by you, (ii) responds to any public advertisement or non- directed search, or (iii) was terminated by COMVERGE. For avoidance of doubt, the provisions of this section shall not apply to any portfolio companies of H.I.G. so long as H.I.G. does not share Confidential Information with its portfolio companies.\n11. Term, Termination. This Agreement shall be in effect as of the date first set forth above, and shall continue in full force and effect for a period of two (2) years after the date hereof.\n12. No Waiver. No failure or delay by COMVERGE in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.\n13. Amendment. This Agreement may not be modified, supplemented or amended orally, but only by a written document signed by both Parties hereto.\n14. Other Transactions. COMVERGE acknowledges and understands that H.I.G. and its Representatives may or in the future evaluate, invest in or do business with competitors or potential competitors of COMVERGE. Neither the execution of this Agreement nor receipt of Confidential Information shall in any way restrict or preclude such activities. Moreover, notwithstanding any provision of this Agreement to the contrary, this Agreement shall not limit, restrict or impair H.I.G.\u2019s ability or the ability of is Representatives to engage in transactions with respect to securities, bank debt, instruments and interests of COMVERGE or any other person or entity, so long as such transactions do not violate applicable United States securities laws.\n15. Applicability to Affiliated Parties. Any information disclosed to H.I.G. by any of COMVERGE\u2019s affiliates or by any company, person or other entity participating with COMVERGE, in any consortium, partnership, joint venture or similar business combination in direct connection with the Transaction, which would otherwise constitute Confidential Information hereunder if disclosed by COMVERGE, shall be deemed to constitute Confidential Information under this Agreement. For purposes of this agreement, an \u201caffiliate\u201d means an entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.\n16. Attorneys\u2019 Fees. Should COMVERGE or any beneficiary of this Agreement find it necessary to employ legal counsel and bring an action at law or in equity to enforce any of the terms or conditions of this Agreement the non-prevailing party (as determined in a final, nonappealable judicial opinion) shall reimburse the prevailing Party or any such beneficiary for all reasonable attorneys\u2019 fees and costs incurred pursuing such proceeding.\n17. Governing Law, Jurisdiction, Venue. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Georgia, without giving effect to its principles or rules regarding conflicts of laws.\n18. Party Status. This Agreement is neither intended to create, nor shall it be construed as creating, (i) a joint venture, partnership or other form of business association between the Parties, (ii) an obligation to buy or sell products using or incorporating the Proprietary Information, (iii) an implied or express license grant from either Party to the other, (iv) any obligation to continue discussions or negotiations with respect to any potential agreement between the Parties or (v) an agreement to enter into any agreement.\n19. Severability. In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and effect to the maximum extent possible; provided however, that the intention and essence of this Agreement may still be accomplished and satisfied.\n20. Disclosure. H.I.G. will notify COMVERGE in writing promptly upon the occurrence of any unauthorized release of Proprietary Information or breach of this Agreement of which it is aware.\n21. Warranty Matters. THE PARTIES HERETO AGREE THAT NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE GIVEN BY THE ORIGINATING PARTY WITH RESPECT TO THE CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, COURSE OF DEALING, USAGE OF TRADE, FITNESS FOR A PARTICULAR PURPOSE OR DESIGN.\n22. Miscellaneous. This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties thereto. This Agreement may be signed in one or more counterpart originals, each of which shall constitute an original document. The Parties agree that this Agreement can be executed via facsimile signatures and be binding. This Agreement represents the entire understanding and agreement of the Parties and supersedes all prior communications, agreements and understandings between the Parties relating to the Transaction. It is understood that the terms of access by H.I.G. or its Representatives to Confidential Information in connection with the Transaction contained in any data room or website shall be superseded by the understandings and agreements contained herein.\n23. Nothing in this Agreement shall be binding upon, or restrict the activities of, any of H.I.G.\u2019s portfolio companies, investment professionals or affiliated investment funds that do not receive Confidential Information hereunder\nIN WITNESS WHEREOF, the parties have executed and delivered this Non-Disclosure Agreement effective as of the date first above written.\nCOMVERGE, INC.\n/s/ David Mathieson\nPrinted Name: David Mathieson\nTitle: Executive Vice President & Chief Financial Officer\nH.I.G. 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Confidential Information shall also include proprietary information concerning the respective businesses, operations and assets of the parties, including, without limitation, trade secrets, techniques, models, data, documentation, code, research, development, processes, procedures, business strategy, marketing timetables, pricing policies, financial information and other information of a similar nature, whether or not reduced to writing or other tangible form. Confidential Information shall not include (a) information known to a receiving party (the \u201cReceiving Party\u201d) or Representatives prior to obtaining the same from the disclosing party (the \u201cDisclosing Party\u201d); (b) information in the public domain at the time of disclosure by Disclosing Party; or (c) information approved for release by written authorization of an authorized officer of the Disclosing Party.\nRepresentatives\n1.2 For purposes of this Agreement, the term representatives (\u201cRepresentatives\u201d) shall mean each party, their directors, officers and employees, as well as their counsel, accountants, consultants and other representatives in connection with the transactions contemplated hereby provided that such persons are bound by confidentiality agreements no less stringent than those in this Agreement.\nUse of Confidential Information\n1.3 Each party will use the Confidential Information it receives solely for the purpose of evaluating the Acquisition and not for any other purpose and, except to the extent permitted by paragraph 1.5 hereof, will keep such Confidential Information strictly confidential, provided, however, that Confidential Information may be disclosed to such Representatives as needed to know such information for the purpose of evaluating and negotiating the terms of the Acquisition and for no other purpose.\nNon-Disclosure\n1.4 Except to the extent permitted by paragraph 1.5 hereof, for a period of twelve (12) months following the conclusion of any discussions or negotiations relating to the Acquisition, the parties hereto will direct their respective Representatives to not disclose to any person or entity that the Confidential Information has been made available, that discussions or negotiations are taking place or have recently taken place concerning the Acquisition, or any of the terms, conditions or other facts with respect to any other possible transaction between the parties hereto.\nProperty Rights Maintained\n1.5 Confidential Information disclosed shall be and shall remain the property of the Disclosing Party. In the event that the parties hereto do not proceed with the Acquisition by October 31, 2007, and, in any event, within five (5) days after being so requested by either party, both parties shall return or destroy all documents furnished by the other. Any oral Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement.\nARTICLE 2 STANDSTILL\nZulu and its principal shareholders agree that until October 31, 2007, or such shorter period if either party notifies the other that it no longer wishes to proceed with the Acquisition (\u201cTerm of this Agreement\u201d), that they will not, directly or indirectly, solicit, initiate or encourage submission of proposals of offers from any third party relating to any acquisition, purchase or option to purchase an equity interest in Zulu, or any merger, consolidation or business combination with Zulu or the sale of substantially all of the assets of Zulu. In the event Zulu receives any solicitation, proposal or offer with regard to the foregoing, Zulu shall provide written notice to Swansi within two business days of its receipt by Zulu or its principals.\nARTICLE 3 NON-CIRCUMVENTION\nSuppliers and Customers\n3.1 The parties hereto agree that they shall not solicit business from any supplier, customer, client or contact of any other party hereto for the purpose of circumventing the relationship between such party and such supplier, customer, client and/or competing with such party during the Term of this Agreement without prior written consent.\nMaterial Inducement\n3.2 Each party hereto acknowledges and agrees that the other parties hereto have a material interest in preserving the relationships they have developed with their customers and employees against impairment by competitive activities of other persons and entities. Accordingly, each party agrees that the restrictions and covenants contained in this Agreement are of the essence of this Agreement and constitute a material inducement by the each party to the other to disclose the Confidential Information.\nARTICLE 4 INJUNCTION\nThe parties hereto agree that money damages would not be a sufficient remedy for any breach of this Agreement and that in addition to other remedies, each offended party shall be entitled to specific performance\nand injunctive or other equitable relief, and in such circumstances the offending party agrees to waive posting of a bond to secure any such equitable relief hereunder.\nARTICLE 5 DEFINITIVE AGREEMENTS; DISCLOSURE\nThe parties hereto will use their best efforts to enter into a definitive acquisition agreement and any other documents that may be necessary in order to consummate the Acquisition by October 31, 2007. If a definitive agreement has not been entered into by such date, then this Agreement will have no further force or effect except for Articles 1, 3, 4, 5 and 6 hereof.\nARTICLE 6 MISCELLANEOUS\nSuccessors and Assigns; Waiver; Governing Law\n6.1 This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of this Agreement is not enforceable in whole or in part, the remaining provisions of this Agreement shall not be affected. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. This Agreement shall be governed by, construed and enforced under the laws of the State of Colorado.\nNotices\n6.2 Any notice or communication required or permitted hereunder must be in writing and sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, or (c) registered or certified mail, postage prepaid, to the addresses stated above or to such other address or to the attention of such other person as the applicable party hereafter designates by written notice sent in accordance herewith. Any such notice or communication will be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein.\nCounterparts\n6.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile transmission.\n IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by themselves or their duly authorized officers, as appropriate, as of the date first written above.\nSWANSI HOLDINGS CORP.\ns/s: Gareth Corbin\n Gareth Corbin, Director\nZULU ENERGY CORP.\ns/s Paul Stroud\n Paul Stroud, President\n", - "spans": [ - [ - 0, - 14 - ], - [ - 15, - 51 - ], - [ - 52, - 113 - ], - [ - 114, - 120 - ], - [ - 121, - 327 - ], - [ - 328, - 332 - ], - [ - 333, - 422 - ], - [ - 422, - 479 - ], - [ - 480, - 488 - ], - [ - 488, - 710 - ], - [ - 711, - 1057 - ], - [ - 1058, - 1083 - ], - [ - 1084, - 1108 - ], - [ - 1109, - 1113 - ], - [ - 1113, - 1437 - ], - [ - 1437, - 1902 - ], - [ - 1902, - 1945 - ], - [ - 1945, - 2111 - ], - [ - 2111, - 2198 - ], - [ - 2198, - 2309 - ], - [ - 2310, - 2325 - ], - [ - 2326, - 2330 - ], - [ - 2330, - 2718 - ], - [ - 2719, - 2750 - ], - [ - 2751, - 3248 - ], - [ - 3249, - 3263 - ], - [ - 3264, - 3268 - ], - [ - 3268, - 3839 - ], - [ - 3840, - 3866 - ], - [ - 3867, - 3970 - ], - [ - 3970, - 4221 - ], - [ - 4221, - 4339 - ], - [ - 4340, - 4360 - ], - [ - 4361, - 4912 - ], - [ - 4912, - 5115 - ], - [ - 5116, - 5143 - ], - [ - 5144, - 5167 - ], - [ - 5168, - 5172 - ], - [ - 5172, - 5509 - ], - [ - 5510, - 5529 - ], - [ - 5530, - 5794 - ], - [ - 5794, - 6035 - ], - [ - 6036, - 6056 - ], - [ - 6057, - 6268 - ], - [ - 6269, - 6437 - ], - [ - 6438, - 6481 - ], - [ - 6482, - 6678 - ], - [ - 6678, - 6851 - ], - [ - 6852, - 6875 - ], - [ - 6876, - 6921 - ], - [ - 6922, - 6926 - ], - [ - 6926, - 7124 - ], - [ - 7124, - 7265 - ], - [ - 7265, - 7536 - ], - [ - 7536, - 7636 - ], - [ - 7637, - 7644 - ], - [ - 7645, - 7649 - ], - [ - 7649, - 7740 - ], - [ - 7740, - 7763 - ], - [ - 7763, - 7821 - ], - [ - 7821, - 8060 - ], - [ - 8060, - 8304 - ], - [ - 8305, - 8317 - ], - [ - 8318, - 8322 - ], - [ - 8322, - 8497 - ], - [ - 8497, - 8568 - ], - [ - 8569, - 8570 - ], - [ - 8570, - 8756 - ], - [ - 8757, - 8778 - ], - [ - 8779, - 8797 - ], - [ - 8798, - 8799 - ], - [ - 8799, - 8822 - ], - [ - 8823, - 8840 - ], - [ - 8841, - 8856 - ], - [ - 8857, - 8858 - ], - [ - 8858, - 8880 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 27 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 15 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 31, - 47 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 22, - 24 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 22, - 24 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 24 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001373467/000109635007000140/ex99threea.htm" - }, - { - "id": 604, - "file_name": "1373671_0001193125-10-265249_dex99d3.htm", - "text": "CONFIDENTIALITY AGREEMENT\nAugust 29, 2010\nPat Gelsinger, President and Chief Operating Officer\nEMC Corporation\n176 South Street\nHopkinton, MA 01748\nDear Mr. Gelsinger:\nIn connection with your consideration of a possible negotiated strategic transaction between Isilon Systems, Inc. (\u201cIsilon\u201d) and EMC Corporation (\u201cyou\u201d; and each of Isilon and you, a \u201cparty\u201d; and such transaction, a \u201cTransaction\u201d), Isilon and you have made and expect to make available to one another certain non-public, confidential and/or proprietary information concerning their respective businesses, financial condition, plans and prospects, operations, employees, assets, technology and liabilities. In consideration of such information being furnished to each party and/or its subsidiaries, directors, officers, employees, authorized agents and representatives, or advisors (including, without limitation, financial advisors, attorneys, accountants and other consultants engaged in connection with the Transaction, but expressly excluding any partners or other third parties (other than the subsidiaries of a party) who will or may provide equity, debt or other financing for a Transaction) (collectively, \u201cRepresentatives\u201d), each party agrees to treat such information about the disclosing party or about any third party (whether or not such information is marked as confidential) that is furnished now or in the future, or that was furnished prior to the date hereof for the purpose of the consideration of, or in connection with, a Transaction, to the receiving party or its Representatives by or on behalf of the disclosing party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the manner or form in which it was furnished, whether oral, written, electronic or in some other form) (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this Confidentiality Agreement (this \u201cAgreement\u201d), and to take or abstain from taking certain other actions, as set forth below.\n(1) Evaluation Material. In addition to the foregoing, the term \u201cEvaluation Material\u201d also shall be deemed to include (i) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction and any of the terms, conditions or other facts with respect thereto (including the status thereof), and (ii) the portion of any notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain or describes the information furnished to such party or its Representatives pursuant hereto. The term \u201cEvaluation Material\u201d does not include, however, information which (A) is or becomes generally available to the public through no fault of (including any breach of this Agreement by) the receiving party or any of its Representatives, (B) was within the receiving party\u2019s possession prior to its being furnished to the receiving party or its Representatives by or on behalf of the disclosing party, provided that the receiving party was not aware (after reasonable due inquiry) that the source of such information was bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party, (C) is or becomes available to the receiving party or its Representatives on a non-confidential basis from a source other than the disclosing party or its Representatives, provided the receiving party was not aware (after reasonable due inquiry) that such source was bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party with respect to such information, (D) is independently developed by the receiving party without use of or reference to any Evaluation Material, or (E) is required to be disclosed to a third party under operation of applicable law.\n(2) Purpose of Disclosure of Evaluation Material. Each party understands and agrees that it will be disclosing to the other party and/or its Representatives under this Agreement (i) information solely for the purpose of enabling the receiving party and its Representatives to evaluate a Transaction, and reasonably believes that such disclosure will not affect, in any way, the parties\u2019 relative competitive position with respect to each other or to any third parties (including any of the parties\u2019 affiliates), and (ii) only that information which is reasonably necessary to enable each party and its Representatives to evaluate a Transaction (and that information which is not reasonably necessary for such purpose will not be disclosed to a party or its Representatives). For purposes of determining when information is reasonably necessary for such purpose, the parties may request that legal counsel to each party agree, in advance, to review certain information requests so as to comply with such standard. In addition, each party understands and agrees that review of competitively sensitive information, such as information concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information, which has been determined to be reasonably necessary to evaluate a Transaction will be limited only to those senior executives of the receiving party and its Representatives who are involved in evaluating or negotiating a Transaction or approving the value of a Transaction. If Evaluation Material includes software in object code form, the receiving party shall not, and shall not permit any other party to, reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof.\n(3) Non-Disclosure and Use of Evaluation Material. Each party agrees that it shall (and it shall cause its Representatives to) use the Evaluation Material solely for the purpose of evaluating a Transaction and for no other purpose, and that the receiving party shall (and shall cause its Representatives to) keep the Evaluation Material confidential and not disclose any Evaluation Material to any third party; provided, however, that the receiving party may disclose any Evaluation Material (x) if the disclosing party gives its prior express written consent to such disclosure, or (y) to its Representatives who are actively or directly participating in its evaluation of a Transaction or who otherwise need to know such information for the sole purpose of evaluating a Transaction (and the receiving party shall take appropriate measures to ensure that its Representatives comply with the terms of this Agreement).\n(4) Required Disclosure. In the event that a party or any of its Representatives are requested pursuant to, or required by, applicable law, regulation (including, without limitation, any rule or regulation of any national securities exchange or stock market on which any of the receiving party\u2019s securities are listed or quoted) or legal process to disclose any of the Evaluation Material, the party requested or required to make the disclosure shall, unless legally prohibited from doing so, provide the other party with prompt notice of such request or requirement in order to enable the other party to (i) seek an appropriate protective order or other remedy, (ii) consult with the party requested or required to make the disclosure and its Representatives with respect to taking steps to resist or narrow the scope of such request or legal process (and such party shall reasonably cooperate with the other party in this respect and, if such cooperation is material, at the other party\u2019s sole expense), or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, upon the advice of outside counsel, legally compelled to disclose any Evaluation Material, the party requested or required to make the disclosure or any of its Representatives may disclose only that portion of the Evaluation Material which is legally required to be disclosed based on the advice of outside counsel, provided that the party requested or required to make the disclosure uses reasonable efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by reasonably cooperating with the disclosing party (and, if such cooperation is material, at the disclosing party\u2019s sole expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such Evaluation Material.\n(5) Privileged Information. To the extent that any Evaluation Material may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have common legal interests with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.\n(6) Termination of Discussions. All Evaluation Material shall remain the property of the disclosing party and the receiving party agrees not to assert any claim of title or ownership in the disclosing party\u2019s Evaluation Material or any portion thereof. If either party decides that it does not wish to proceed with a Transaction, such party shall promptly inform the other party of that decision by giving a written notice of termination. At any time upon the request of either disclosing party for any reason, each receiving party and its Representatives shall promptly deliver to the disclosing party or destroy all Evaluation Material (and all copies, reproductions thereof) furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant hereto (whether in hard-copy form or on intangible media, such as electronic mail or computer files), provided, however, that, the receiving party or its Representatives shall not, in connection with the foregoing obligations, be required to identify or delete Evaluation Material held electronically in archive or backup systems in accordance with general systems archiving and backup policies. Upon the request of the disclosing party, a duly authorized representative of the receiving party shall certify to the disclosing party that the receiving party and its Representatives have complied with this paragraph (6). Notwithstanding the return or destruction of all Evaluation Material, each party and its Representatives shall continue to be bound by its obligations of confidentiality and other obligations hereunder.\n(7) No Representation of Accuracy. Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by the disclosing party or on its behalf to the receiving party or its Representatives. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or any of its Representatives relating to or resulting from the use of or reliance upon any Evaluation Material or any errors therein or omissions therefrom. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.\n(8) Definitive Agreements. Each party understands and agrees that no contract or agreement providing for any Transaction shall be deemed to exist between the parties unless and until a final definitive agreement has been executed and delivered, and until such time, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. Each party reserves the right, in its sole and absolute discretion, to provide or not provide Evaluation Material to the other party or its Representatives under this Agreement, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time.\n(9) Standstill. You agree that, for a period of twelve (12) months from the date of this Agreement, unless you receive the prior authorized approval of an authorized Isilon officer or director, you will not directly or indirectly (including, without limitation, by assisting or forming a group (a \u201cl3D Group\u201d) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, the \u201cExchange Act\u201d)):\n(a) acquire or offer to acquire, seek, propose or agree to acquire, by means of a repurchase, tender or exchange offer, business combination or in any other manner, beneficial ownership of five percent (5%) or more of any securities or assets of Isilon (including any securities or assets of Isilon that you or any of your controlled affiliates already, directly or indirectly, own) including, without limitation, rights or options to acquire such ownership;\n(b) seek or propose to influence, advise, change or control the management, Board of Directors, governance or certificate of incorporation or bylaws, including, without limitation, by means of a solicitation of proxies (as such terms are defined in Rule l4a-l of Regulation l4A promulgated pursuant to Section 14 of the Exchange Act, disregarding clause (iv) of Rule l4a-l(l)(2) and including any otherwise exempt solicitation pursuant to Rule l4a-2(b)) or participating in any election contest or seeking to influence, advise or direct the vote of any holder of securities of Isilon;\n(c) offer, seek or propose any merger, consolidation, business combination, recapitalization, restructuring or other extraordinary transaction with respect to Isilon or any of its subsidiaries or businesses;\n(d) make any request to amend or waive this provision or any other provision of this paragraph (9);\n(e) make any public disclosure, or take any action which would reasonably be expected to require Isilon to make any public disclosure, with respect to any of the matters set forth in this Agreement; or\n(f) enter into any discussions (excluding discussions with your Representatives), arrangements, understanding or agreement with any third party with respect to any of the foregoing, including, without limitation, forming, joining or otherwise participating in any l3D Group in connection with any of the foregoing.\nNotwithstanding the foregoing, the restrictions set forth in this paragraph (9) including (a-f) (i) shall not restrict you from making at any time a non-public offer or proposal to the Board of Directors of Isilon to acquire either 100% of the equity and other voting securities of Isilon or a minority of the equity or other voting securities of Isilon in connection with the entry into a commercial relationship between you and Isilon, or (ii) shall not restrict you in any way from commencing a tender or exchange offer to acquire 100% of the equity and other voting securities of Isilon or pursuing any other course of action, whether or not enumerated in this paragraph (9), in connection with, and during the pendency of, such a tender offer or exchange offer in the event that: (x) at any time after the date hereof Isilon enters into a definitive agreement with a third party or group with respect to (1) a merger, consolidation, recapitalization, liquidation or other similar transaction that would result in (A) such third party or group beneficially owning more than fifty percent (50%) of the outstanding equity interests or voting securities of Isilon, or (B) the stockholders of Isilon immediately prior to the consummation of such transaction holding (as a group) less than a majority of the voting securities of the surviving or resulting entity in such transaction (or its ultimate parent) immediately after the consummation of such transaction, or (2) a sale of all or substantially all of its assets, or (y) at any time after the date hereof there shall be pending a third party tender or exchange offer by any third party to acquire a majority of the equity or voting securities of Isilon and the Board of Directors of Isilon shall have failed to recommend that the stockholders of Isilon reject such tender or exchange offer in the Schedule 14D-9 related thereto (or any amendment thereof).\n(10) Non-Solicit. For a period of twelve (12) months from the date of this Agreement, each party agrees that it will not, directly or indirectly (including through its Representatives), solicit for employment any employee of the other party or its subsidiaries who such party comes in contact with, or is introduced to, or is discussed as a key employee, in connection with a Transaction; provided, however, that the foregoing shall not be deemed to prohibit (x) general solicitations of employment conducted through customary means and not specifically directed toward employees of the other party, or (y) the employment of any person who contacts a party on his or her own initiative without any violation of the foregoing provisions.\n(11) Securities Laws. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.\n(12) Miscellaneous Provisions. Each party understands and agrees that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. In addition, each party agrees to be responsible for any breach of this Agreement by any of its Representatives and, as such, each party agrees that if any of its Representatives takes any action that, if taken by the party, would be a breach of this Agreement by such party, then such action by its Representatives shall be deemed to be and constitute a breach of this Agreement by such party for which such party shall be principally responsible and liable. Each party hereby represents that it has the power and authority (including corporate power and corporate authority, if applicable) to execute and deliver this Agreement and that this Agreement constitutes a valid and binding agreement of such party, enforceable in accordance with its terms. The term of this Agreement shall be five (5) years from the date first written above. This Agreement may be executed in two or more counterparts. The exchange of signature pages to this Agreement (in counterparts or otherwise) by facsimile transmission or other electronic transmission shall be sufficient to bind the parties to the terms and conditions of this Agreement.\n(13) Injunctive Relief. Each party understands and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by the other party or any of its Representatives and that the non-breaching party would be entitled to seek equitable relief, including an injunction and/or specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity.\n(14) Entire Agreement; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware that are applicable to agreements made and to be performed within such State and without regard to its conflicts of laws rules or principles. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, by and between the parties with respect to the subject matter hereof.\n[Remainder of page intentionally left blank]\nPlease confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you and Isilon.\nVery truly yours,\nISILON SYSTEMS, INC.\nBy: /s/ Sujal M. Patel\n Sujal M. Patel\n President and Chief Executive Officer\nAccepted and agreed as of the date first written above:\nEMC CORPORATION\nBy: /s/ Paul T. Dacier\n Name: Paul T. 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(the \u201cCompany\u201d), (together, the \u201cParties\u201d).\nWHEREAS, The Parties desire to exchange information, including certain financial, technical, product, operations and other business information solely for the purpose of evaluating a potential acquisition of NXP by the Company or a comparable negotiated transaction between the Company and NXP (the \u201cPermitted Purpose\u201d or the \u201cTransaction\u201d).\nNOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:\n1. Confidential Information\nFor the purposes of this Agreement \u201cConfidential Information\u201d means all information concerning or provided by the disclosing Party (\u201cDisclosing Party\u201d) to the receiving Party (\u201cReceiving Party\u201d) or its Representatives (whether in writing, or in oral, graphic, electronic or any other form and including information made available or furnished prior to the date hereof) that is reasonably understood by the Receiving Party from the context of disclosure or from the information itself, to be confidential, and any report, analysis, compilation, study, interpretation, forecast, model, interpretation, third-party agreements or materials, trade secrets, customer and supplier information, product information, product roadmaps, records, memoranda or other material prepared or maintained by the Receiving Party, in whatever form (whether documentary, computer storage or otherwise) to the extent containing, reflecting, derived from, based upon or referring to, in whole or in part, any such information. \u201cRepresentatives\u201d means, with respect to a Party, such Party\u2019s wholly owned subsidiaries, directors, officers, employees, consultants, accountants, financial and legal advisors and, with and subject to the prior written consent of the Disclosing Party, any actual or potential sources of debt financing (including any affiliate of any financial advisor acting in such capacity and their counsel) and other representatives which are identified to the Disclosing Party and who shall be subject to confidentiality obligations at least as stringent as a Receiving Party hereto. The term \u201cRepresentatives\u201d does not include any potential equity investors or co-bidders and nothing in this Agreement shall permit the Receiving Party or its Representatives, directly or indirectly, to enter into any discussions, negotiations, arrangements or understandings with, or to share any Confidential Information with, any person with respect to participation as an equity investor or as a co-bidder in connection with any possible Transaction, or to propose to any other person to participate as an equity investor or as a co-bidder in connection with any possible Transaction or to advise, assist, encourage, act as an equity financing source for or otherwise invest in any other person in connection with any of the foregoing activities.\n2. Obligations of Confidentiality\nEach Party recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that could result to the Disclosing Party if Confidential Information contained therein is disclosed to any person. As a condition to and in consideration of Confidential Information being provided to the Receiving Party and its Representatives, each Receiving Party undertakes and agrees as follows:\n(a) to hold and cause its Representatives to hold Confidential Information provided hereunder now or in the future in accordance with the provisions of this Agreement and not to disclose or permit it to be disclosed to any person, firm or company other than the Receiving Party\u2019s Representatives who need to know such information for the Permitted Purpose;\n(b) only to use the Confidential Information for the Permitted Purpose and not for any other purpose;\n(c) to ensure that each Representative to whom disclosure of Confidential Information is made by the Receiving Party is fully aware in advance of the Receiving Party\u2019s obligations under this Agreement and to take full responsibility and remain fully liable for any actions or omissions of its Representatives that are not in accordance with this Agreement; and\n(d) to keep confidential and not reveal to any person, firm or company (other than Representatives) the fact that Confidential Information has been made available in connection with the Permitted Purpose, that discussions or negotiations are taking place or have taken place between the Parties concerning a potential Transaction between the Parties, including the status of such discussions or the termination of such discussions or negotiations, or any opinions or view with respect to the Confidential Information.\nEach Party hereby acknowledges that it is aware, and it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that Confidential Information may include material non-public information and that United States securities laws impose restrictions on trading securities when in possession of such information and on communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to trade in such securities.\nNeither Party nor its Representatives will initiate any communications with any Representatives of the other Party concerning the Confidential Information, nor shall either Party or its Representatives contact any member of management or any employee of the other Party or any customers, suppliers or other third parties that conduct business with the other Party, in each case other than (a) individuals who have been specifically designated and approved by the other Party for such communications and (b) customers, suppliers or other third parties that the Party or its Representatives communicate with in the ordinary course of their respective businesses so long as such communications are made in the ordinary course of business and do not reference any Confidential Information.\n3. Exceptions\nThe obligations of Sections 2(a)-(c) of this Agreement shall not apply to any information which is (i) now or becomes generally available to the public in the future, other than through acts or omissions of the Receiving Party or its Representatives in violation of this Agreement, (ii) lawfully obtained by the Receiving Party from sources independent of Disclosing Party; provided such source was not, to the Receiving Party\u2019s knowledge, bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from transmitting such information by contractual, legal, fiduciary or other obligation, or (iii) independently developed by the Receiving Party or the Receiving Party\u2019s Representatives without the benefit or usage of or reference to the Confidential Information. The fact that information included in the Confidential Information is or becomes otherwise available to the Receiving Party or its Representatives under clauses (i) through (iii) above shall not relieve the Receiving Party or its Representatives of the prohibitions of the confidentiality provisions of this Agreement with respect to the balance of the Confidential Information.\nNotwithstanding anything to the contrary set forth herein, in the event that either Party or any of its Representatives is required (by law, regulation, court order or legal process) to disclose any of the Confidential Information or any of the information which is subject to the provisions of Section 2(d) above, such Party will provide the other Party with prompt written notice of such requirement prior to disclosure so that such Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained within the time limit of the requested or legally required disclosure, the Party compelled to disclose Confidential Information will furnish only that portion of the Confidential Information or take only such action as is requested or legally required based upon the advice of its legal counsel and will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information (or other information required to be kept confidential pursuant to this Agreement) so furnished. The Receiving Party shall cooperate with any reasonable action requested by the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.\n4. Return of Confidential Information; Limited Access Confidential Information\n(a) If either Party decides that it does not wish to proceed with a Transaction, such Party will promptly inform the other Party of that decision. In that case, or at any time at the Disclosing Party\u2019s request, the Receiving Party shall promptly return to Disclosing Party, or, with the Disclosing Party\u2019s written permission, destroy, and certify to the Disclosing Party in writing such destruction of, all materials (in whatever form) constituting Confidential Information of the Disclosing Party, including any notes, copies, summaries, extracts or other tangible embodiments thereof in whole or in part thereof, and such materials shall not be retained by the Receiving Party in any form or for any reason. All Confidential Information stored electronically shall be permanently deleted. Thereafter, the Receiving Party shall not use such Confidential Information in any way for any purpose. Notwithstanding the foregoing (subject to Section 4(b)), (i) the obligations set forth in the second and third sentences of this Section 4(a) shall not apply to Confidential Information that the Receiving Party stores on backup disks or in backup storage facilities automatically produced in the ordinary course of business consistent with past practice or by any applicable law, regulation, court order or legal process and (ii) Representatives of a Receiving Party that are accounting firms, investment banks or similar organizations may, subject to the terms of this Agreement, retain copies of the Confidential Information in accordance with policies and procedures implemented by such persons in order to comply with applicable law, regulation or professional standards or reasonable business practices; provided that such Representatives do not provide the Receiving Party with access to any such retained Confidential Information, in each case it being understood that such Confidential Information must be kept confidential in accordance with this Agreement.\n(b) The Parties acknowledge and agree that certain highly-sensitive Confidential Information may in the reasonable discretion of the Disclosing Party be designated \u201cAttorneys Eyes\u2019 Only\u201d (collectively, \u201cLimited Access Confidential Information\u201d). The Receiving Party agrees that access to Limited Access Confidential Information shall be granted only to attorney Representatives who have been pre-approved in writing (which may be by email) by the Disclosing Party (\u201cDesignated Representatives\u201d). Without limiting the confidentiality obligations set forth in Section 2, the Receiving Party shall ensure that Limited Access Confidential Information (including any notes, extracts, summaries, copies or tangible embodiments thereof) is not disclosed to any Representative other than Designated Representatives; it being understood that the Designated Representatives can provide the Receiving Party with written or oral legal advice or analyses based on the review of such Limited Access Confidential Information. Without limiting Section 2(c), the Receiving Party shall be responsible for any breach of this Agreement by any of its Designated Representatives. With respect to Limited Access Confidential Information (including any notes, copies or tangible embodiments thereof), the Receiving Party\u2019s obligations under Section 2 shall apply in perpetuity (unless one or more of the exceptions set forth in subsections (i), (ii) or (iii) of Section 3 applies). Upon termination of this Agreement or the request of the Disclosing Party, all notes, extracts, summaries, copies or tangible embodiments of Limited Access Confidential Information shall be permanently deleted and not retained by the Receiving Party, without exception, other than attorney work product and analyses based on the review of Limited Access Confidential Information by Designated Representatives that the Receiving Party stores on backup disks or in backup storage facilities automatically produced in the ordinary course of business consistent with past practice or by any applicable law, regulation, court order or legal process.\n5. No Representations, Licence or Waiver\n(a) Neither Party nor its Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of the Confidential Information or any use thereof and the Confidential Information is provided on an \u201cas is\u201d basis. Each Party will conduct its own independent investigation and analysis. Each Party agrees that neither Party nor its Representatives shall have any liability to the other Party or its Representatives resulting from the use of the Confidential Information (as permitted pursuant to this Agreement) other than as may be set forth in a definitive agreement between the Parties concerning the Transaction. Notwithstanding any other provision hereof, each Party reserves the right not to make available hereunder any information the provision of which is determined by it, in its sole discretion, to be inadvisable or inappropriate.\n(b) As between the Parties, the Confidential Information (including notes, extracts, summaries, copies or tangible embodiments to the extent incorporating or reflecting the Confidential Information) remains the sole property of the Disclosing Party. Nothing in this Agreement is intended to grant any right or license to the Confidential Information or any intellectual property rights except for the limited right to use such Confidential Information for the Permitted Purpose as expressly set forth herein.\n(c) Nothing in this Agreement shall obligate the Parties to proceed with any business relationship and each Party may terminate the discussions contemplated by this Agreement. Unless and until a written definitive agreement concerning the Transaction has been executed, neither Party nor any of its Representatives will have any legal obligation or liability to the other Party of any kind whatsoever with respect to the Transaction, whether by virtue of this Agreement or any other written or oral expression with respect to the Transaction or otherwise.\n(d) To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any pending, threatened or prospective action, suit, proceeding, investigation, inquiry, arbitration or dispute, each Party acknowledges that it and the other Party have a commonality of interest with respect to such action, suit, proceeding, investigation, inquiry, arbitration or dispute, and agrees that it is their mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and it agrees to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges and doctrines.\n6. NON-Solicitation\nFor a period commencing on the date of this Agreement and ending one (1) year thereafter (the \u201cSpecified Period\u201d), each Party will not, directly or indirectly, solicit for employment any \u201cQualifying Person,\u201d provided, however, that this section will not prevent either Party from: (a) engaging in discussions with a Qualifying Person where s/he has contacted such Party in response to (i) any general advertisement, job posting or similar notice; or (ii) an unsolicited resume or request for information from a Qualifying Person; or (b) engaging any recruiting firm or similar organization to identify or solicit persons for employment on behalf of such Party, or soliciting the employment of any specified officer or employee of a Party who is identified by any such recruiting firm or organization, in each case as long as such recruiting firm or organization does not directly target any officers or employees of a Party \u201cQualifying Person\u201d shall mean any person who is an officer or employee of the other Party, who was introduced in person, by phone or email to the Party or its affiliates during the Specified Period in connection with evaluating a potential Transaction. \u201cQualifying Person\u201d does not include any person whose employment with a Party was or is terminated by such Party, or who has received written notice that his/her employment with such Party will be terminated.\n7. Term\nExcept as expressly set forth in Sections 4 and 6 herein, the confidentiality obligations in this Agreement will terminate on the second anniversary of the date of this Agreement; provided that (i) such termination shall in no way affect a breach of the terms of this Agreement which occurred prior to the date of such termination and (ii) the confidentiality obligations with respect to trade secrets included or reflected in the Disclosing Party\u2019s Confidential Information shall survive termination in perpetuity (unless the exception set forth in subsection (i) of Section 3 applies). Without limiting the foregoing, the following provisions shall survive termination of this Agreement: Sections 1-5 and 7-10 and Section 12.\n8. Remedies\nWithout limiting other remedies that may be available to the Disclosing Party, the Receiving Party agrees that damages may not be an adequate remedy for any breach (whether actual or threatened) of the provisions of this Agreement and that accordingly, the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance or other equitable relief.\n9. Governing Law\nThis Agreement shall be governed by and construed in accordance with the laws of New York, USA, without regard to its conflicts of law provisions, and the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the borough of Manhattan, New York, State of New York, USA, in respect of any claim, dispute or difference arising out of or in connection with this Agreement.\n10. Export Controls\nThe Receiving Party certifies that none of the Disclosing Party\u2019s Confidential Information, or any portion thereof, will be exported to any country or otherwise used or distributed in violation of any applicable export control laws or regulations.\n11. Standstill\nFor a period of twelve (12) months after the date of this Agreement, unless it shall have been specifically invited in writing by the other Party, neither Party nor any of its affiliates will in any manner, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) or announce any intention to effect or cause or participate in: (a) the acquisition of, or obtaining any economic interest in, any right to direct the voting or disposition of, or any other right with respect to, any securities, bank debt, liabilities, claims or obligations of the other Party or any of its affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable for such securities, bank debt, liabilities, claims or obligations or any obligations measured by the price or value of any securities of the other Party or any of its affiliates, including without limitation any swaps or other derivative arrangements (\u201cDerivative Securities\u201d)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such Party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to \u201cbeneficial ownership\u201d (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise; (b) any tender or exchange offer, merger, consolidation, business combination or acquisition or disposition of a significant portion of the consolidated assets of the other Party or any of its affiliates; (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the other Party or any of its affiliates; or (d) any \u201csolicitation\u201d of \u201cproxies\u201d to vote (as such terms are used in Regulation 14A of the Exchange Act), become a \u201cparticipant\u201d in any \u201celection contest\u201d (as such terms are defined in Rule 14a-11 of the Exchange Act), or initiate, propose, encourage or otherwise solicit stockholders of the other Party for the approval of any stockholder proposals with respect to the other Party or seek to advise or influence any person with respect to the voting of any voting securities of the other Party; (ii) form, join or in any way participate in a group with respect to the common shares or any other voting securities of the other Party or any securities convertible into common shares or any other voting securities of the other Party or otherwise act in concert with any person in respect of any such securities; (iii) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the other Party or to obtain representation on the Board of Directors of the other Party; (iv) take any action which might result in the other Party being obligated to make a public announcement regarding any of the types of matters set forth in this paragraph; (v) enter into any discussions, arrangements, understandings or contracts with any third party with respect to any of the foregoing; or (vi) disclose (whether or not publicly) any intention, plan or arrangement regarding any of the matters referred to in this paragraph. Each Party also agrees during such twelve (12) month period not to request, or solicit or induce another person to request, the other Party (or any of its Representatives), directly or indirectly, to amend, waive or publicize any provision of this Section 11 (including this sentence). In the event that NXP enters into a definitive acquisition agreement with a party other than the Company providing for the acquisition, directly or indirectly, of not less than a majority of the outstanding voting equity of NXP in the election of directors or all or substantially all of the assets of NXP and its subsidiaries on a consolidated basis (an \u201cAcquisition\u201d), then notwithstanding any provision of this Section 11, (x) the Company may, without the separate invitation, consent or authorization of NXP, make (A) a non-public, private Acquisition proposal to NXP for consideration by the Board of Directors of NXP or (B) a public Acquisition proposal (provided, that, with respect to this clause (B), such proposal shall first be made privately to the Board of Directors of NXP and shall not be made publicly unless and until either (I) the Board of Directors or NXP fails to enter into good faith negotiations with the Company within 3 business days after receipt of such proposal or (II) if the Board of Directors or NXP has entered into negotiations with the Company within such 3 business day period, NXP has failed to terminate the definitive acquisition agreement within 10 days after receipt of such proposal) and (y) the restriction on the use of Confidential Information provided in Section 2(b) of this Agreement shall not prevent the Company from making an Acquisition proposal pursuant to the foregoing clause (A) or (B). Notwithstanding anything to the contrary herein, acquisitions for investment purposes only of exchange-traded funds by a Party, that own or later acquire any economic interest in, any right to direct the voting or disposition of, or any other right with respect to any securities of the other Party or any of its subsidiaries, shall not constitute a breach of this Section 11.\n12. General Provisions\nThis Agreement may be signed in one or more counterparts, each of which need not contain the signature of all Parties hereto, and all such counterparts taken together shall constitute a single agreement. This Agreement shall constitute the entire agreement between the Parties hereto with regard to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and assigns. Neither Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Party. Any attempted assignment by a Party in violation of this Section 12 will be void and of no force or effect. The provisions and covenants set forth in this Agreement may be amended, modified or waived only by an instrument in writing executed by both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any other right, power, or privilege hereunder. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect. All notices, requests and other communications called for by this Agreement will be deemed to have been given immediately if made by email (if confirmed by concurrent written notice sent U.S. First-Class Mail, postage prepaid), if to the following email addresses (if to NXP): guido.dierick@nxp.com or jennifer.wuamett@nxp.com and the following email addresses (if to the Company): aschwenk@qualcomm.com or denrique@qualcomm.com, or to such other addresses as either Party may specify to the other in writing. Notice by any other means will be deemed made when actually received by the Party to which notice is provided.\nIN WITNESS WHEREOF this Agreement has been made to be effective as of the date first above written.\nNXP B.V.\nBy /s/ Guido R.C. Dierick\nName: Guido R.C. 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] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 38, - 39, - 40, - 49 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 8 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 62 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 9, - 13, - 14 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 23, - 25 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 9, - 13, - 14, - 41, - 42, - 43 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 15 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001413447/000119312516771498/d295023dex99d5.htm" - }, - { - "id": 608, - "file_name": "1424657_0001213900-16-016691_f8k082516ex99iii_nextgroup.htm", - "text": "Exhibit 99.3\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Agreement is made and entered into as of the last date signed below (the \"Effective Date\") by and between InsightPOS LLC , a New Mexico limited liability corporation with it's register d office at 8228 L uisiana Blvd, NE, Suite A, Albuquerque NM 87113 (\"Insight\") and NEXT GROUP HOLDING, a FLORIDA corporation whose principal mailing address is 1111 Brickell Avenue Miami, FL. 33131. (the \"Second Party\").\nWHEREAS Insight and the Second Party (the \"Parties\") have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (\"Confidential Information\"); and\nWHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party's: (1) business plans, all contracts, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;\nNOW, THEREFORE, the Parties agree as follows:\n1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by email or written correspondence, or via other means of communication as might be appropriate.\n2. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (\"Recipient\") shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.\n3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.\n4. The terms of this Agreement shall not be construed to limit either Party's right to develop independently or acquire products without use of the other Party's Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.\n5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:\n(a) Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or\n(b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or\n(c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or\n(d) Is approved for release (and only to the extent so approved) by the disclosing Party; or\n(e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.\n6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.\n7. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.\n8. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.\n9. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.\nIN WITNESS WHEREOF:\nINSIGHTPOS LLC COMPANY / INDIVIDUAL\n/s/ Dennis Varghese /s/ Michael Deprad\nSignature Date Signature Date\nDennis Varghese Michael Deprad\nPrinted Name Printed Name\nCEO President and COO\nTitle Title\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 44 - ], - [ - 45, - 434 - ], - [ - 434, - 455 - ], - [ - 456, - 464 - ], - [ - 464, - 732 - ], - [ - 733, - 851 - ], - [ - 851, - 910 - ], - [ - 910, - 951 - ], - [ - 951, - 1051 - ], - [ - 1051, - 1186 - ], - [ - 1187, - 1232 - ], - [ - 1233, - 1794 - ], - [ - 1795, - 2434 - ], - [ - 2434, - 2706 - ], - [ - 2706, - 3014 - ], - [ - 3015, - 3284 - ], - [ - 3284, - 3504 - ], - [ - 3504, - 3960 - ], - [ - 3961, - 4149 - ], - [ - 4149, - 4365 - ], - [ - 4365, - 4771 - ], - [ - 4772, - 4988 - ], - [ - 4989, - 5176 - ], - [ - 5177, - 5301 - ], - [ - 5302, - 5423 - ], - [ - 5424, - 5516 - ], - [ - 5517, - 5641 - ], - [ - 5642, - 5793 - ], - [ - 5794, - 5959 - ], - [ - 5960, - 6161 - ], - [ - 6162, - 6371 - ], - [ - 6371, - 6498 - ], - [ - 6499, - 6518 - ], - [ - 6519, - 6554 - ], - [ - 6555, - 6593 - ], - [ - 6594, - 6619 - ], - [ - 6619, - 6623 - ], - [ - 6624, - 6654 - ], - [ - 6655, - 6680 - ], - [ - 6681, - 6685 - ], - [ - 6685, - 6702 - ], - [ - 6703, - 6714 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 16 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 29 - ] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 6, - 7, - 8, - 9 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 31, - 32 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 21, - 22, - 25 - ] - }, - "nda-20": { - "choice": "Contradiction", - "spans": [ - 17 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 13 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 15 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 19, - 20, - 21, - 22, - 24 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001424657/000121390016016691/f8k082516ex99iii_nextgroup.htm" - }, - { - "id": 609, - "file_name": "1430300_0000950152-08-005260_l32384aexv10w7.htm", - "text": "Exhibit 10.7\nNON-DISCLOSURE AGREEMENT\nThe undersigned, (hereinafter called \u201cinvestor\u201d) in consideration for the use of certain information, data and/or know-how related to the so-called \u201cEntec Engine\u201d the rights to which are owned TecTransfer, Inc. a Nevada Corporation, hereby agrees as follows:\n1. Investor shall keep in confidence and not use the Information for its commercial benefit (except for technical and economic evaluation internal to investor). investor shall further keep in confidence and not disclose any part of the Information to a third party or parties or use the business plan without the written consent of TTI.\n2. Any obligation of investor as set forth in the preceding paragraph shall apply to information disclosed in writing and designated confidential, or if disclosed orally, shall be promptly reduced to writing. However, this obligation shall not apply to any information, knowledge, data and/or know-how which:\n(a) Is or hereinafter becomes a part of the public knowledge through no fault of investor; or\n(b) investor can demonstrate was in its possession prior to the time of disclosure by TTI; or\n(c) investor can demonstrate was received by it from a third party who has not received the same from TTI; or\n(d) Is independently developed by or for investor by persons not having access to Information hereunder as shown by written records.\n3. Investor shall obligate its employees and the employees of its affiliates who shall have access to any portion of the Information to protect the confidential and proprietary nature of the Information.\nInvestor\nSignature\nName\nTitle\nDate\nAddress where information should be sent:\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 37 - ], - [ - 38, - 296 - ], - [ - 297, - 458 - ], - [ - 458, - 633 - ], - [ - 634, - 843 - ], - [ - 843, - 942 - ], - [ - 943, - 1036 - ], - [ - 1037, - 1130 - ], - [ - 1131, - 1240 - ], - [ - 1241, - 1373 - ], - [ - 1374, - 1577 - ], - [ - 1578, - 1586 - ], - [ - 1587, - 1596 - ], - [ - 1597, - 1601 - ], - [ - 1602, - 1607 - ], - [ - 1608, - 1612 - ], - [ - 1613, - 1654 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 6, - 10 - ] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 4 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 6, - 9 - ] - }, - "nda-5": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 3 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001430300/000095015208005260/l32384aexv10w7.htm" - }, - { - "id": 612, - "file_name": "1466739_0001002014-12-000470_exh10-4.htm", - "text": "NON-CIRCUMVENTION, NON-DISCLOSURE, BROKERAGE AND WORKING AGREEMENT\nThis Non-Circumvention, Non-Disclosure, Brokerage and Working Agreement (this \u201cAgreement\u201d) is made and entered into by Monnit Corp., a Utah Corporation (\u201cMonnit\u201d) and iMetrik M2M Solutions Inc., a Nevada Corporation (\u201cReceiving Party\u201d) as of February 12, 2012.\nRECITALS\nWHEREAS, Monnit possesses certain information relating to third party business opportunities (\u201cBusiness Sources\u201d) not known by Receiving Party;\nWHEREAS, the Receiving Party is interested in entering into business transactions with such Business Sources; and\nWHEREAS, Monnit and Receiving Party wish to enter into this agreement to define certain parameters of their future legal obligations.\nAGREEMENT\nNOW, THEREFORE, in consideration of mutual promises contained herein and other good and valuable considerations the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually and voluntarily agree as follows:\n1. Business Source Identification. Monnit will identify certain Business Sources not known by Receiving Party which shall be set forth on Exhibit A, attached hereto and incorporated herein. Within 10 days of identifying a Business Source, Monnit shall amend Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party. The Receiving Party shall have 2 business days to object to the amendment to Exhibit A by providing documentation that evidences Receiving Party's prior relationship with the Business Source added to Exhibit A. If Receiving Party fails to object or provide evidence documenting Receiving Party's prior relationship with the Business Source, the revised Exhibit A shall be deemed automatically amended and incorporated into this Agreement.\n2. Non-Solicitation; Non-Circumvention. Neither the Receiving Party nor any of its agents shall, in any manner access, contact, solicit or conduct any business with a Business Source that has been made available by and through Monnit. The Receiving Party shall not in any way whatsoever circumvent or attempt to circumvent Monnit and shall not enter into direct or indirect offers, negotiations or transactions with a Business Source revealed by Monnit.\n2. Non-Disclosure. The parties shall maintain complete confidentiality regarding each other's business and/or their affiliates and shall only disclose information pertaining to the Business Sources as permitted by Monnit, unless agreed and granted an expressed written permission of Monnit.\n3. Broker Relationship. The parties agree that Monnit is acting solely as a broker in bringing interested parties together to conduct business. As such, Monnit shall be entitled to compensation for such business. Compensation shall be negotiated separately and through a subsequent agreement by the Receiving Party and Monnit. Both parties agree that any business transaction(s) between the Receiving Party and those Business Sources provided by Monnit will not be conducted without the prior agreement of Monnit\u2019s compensation for such business transaction(s).\n3. Damages. In the event of circumvention by any of the undersigned Parties, whether direct and/or indirect, the circumvented Party shall be entitled to a legal monetary compensation equal to ten times the maximum service fees it would have realized from such a transaction, plus any and all expenses, including any and all legal fees incurred in lieu of the recovery of such compensation.\n4. Term. This agreement is valid for five (5) years from the date of signature, for any and all transactions between the Parties therein, with renewal to be agreed upon between the signatories.\n5. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Utah applicable to contracts executed and to be performed in the State of Utah with exception of its provisions regarding conflict of laws.\n7. Binding on Successors and Assigns. This Agreement shall be binding upon the Parties hereto and in the case of individual parties, their respective heirs, administrators and executors and in the case of all corporate Parties, their successors and assigns.\n8. Assignment. This Agreement, and the rights and obligations hereunder, may not be transferred or assigned by one party without the prior written consent of the other party. Any such attempt by one party without the prior written consent of the other party shall be void.\n9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, representations, negotiations and communications oral or written, with respect to the subject matter herein.\n10. Counterparts. This agreement may be signed in one or more counterparts and the parties agree that facsimile copies of this Agreement to be considered as one legal original and signatures thereon shall be legal and binding.\nAccepted and Agreed: On this 13 day of February, 2012.\nMONNIT CORP. RECEIVING PARTY\nBy: By: MICHEL ST-PIERRE\nName: Name: Michel St-Pierre\nIs: Its:\nExhibit A\nWithin 10 days of identifying a Business Source, Monnit shall amend this Exhibit A to include such Business Source and deliver a copy of the amended Exhibit A to Receiving Party.\nBusiness Source provided by Monnit: _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________\n", - "spans": [ - [ - 0, - 66 - ], - [ - 67, - 327 - ], - [ - 328, - 336 - ], - [ - 337, - 480 - ], - [ - 481, - 594 - ], - [ - 595, - 728 - ], - [ - 729, - 738 - ], - [ - 739, - 973 - ], - [ - 974, - 1009 - ], - [ - 1009, - 1164 - ], - [ - 1164, - 1338 - ], - [ - 1338, - 1776 - ], - [ - 1777, - 1817 - ], - [ - 1817, - 2012 - ], - [ - 2012, - 2230 - ], - [ - 2231, - 2250 - ], - [ - 2250, - 2521 - ], - [ - 2522, - 2546 - ], - [ - 2546, - 2666 - ], - [ - 2666, - 2735 - ], - [ - 2735, - 2849 - ], - [ - 2849, - 3083 - ], - [ - 3084, - 3096 - ], - [ - 3096, - 3473 - ], - [ - 3474, - 3483 - ], - [ - 3483, - 3667 - ], - [ - 3668, - 3686 - ], - [ - 3686, - 3916 - ], - [ - 3917, - 3955 - ], - [ - 3955, - 4174 - ], - [ - 4175, - 4190 - ], - [ - 4190, - 4350 - ], - [ - 4350, - 4447 - ], - [ - 4448, - 4469 - ], - [ - 4469, - 4681 - ], - [ - 4682, - 4700 - ], - [ - 4700, - 4908 - ], - [ - 4909, - 4930 - ], - [ - 4930, - 4963 - ], - [ - 4964, - 4977 - ], - [ - 4977, - 4992 - ], - [ - 4993, - 5001 - ], - [ - 5001, - 5017 - ], - [ - 5018, - 5046 - ], - [ - 5047, - 5055 - ], - [ - 5056, - 5065 - ], - [ - 5066, - 5244 - ], - [ - 5245, - 5281 - ], - [ - 5281, - 5363 - ], - [ - 5363, - 5445 - ], - [ - 5445, - 5527 - ], - [ - 5527, - 5608 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Contradiction", - "spans": [ - 16 - ] - }, - "nda-4": { - "choice": "NotMentioned", - "spans": [] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001466739/000100201412000470/exh10-4.htm" - }, - { - "id": 613, - "file_name": "1473637_0001432093-12-000764_ex10-34.htm", - "text": "Exhibit 10.34\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure agreement, (hereinafter \"Agreement\") having an effective date of September 18,2012, is made and entered into among the Parties listed in Schedule A each individually referred to as \"Party\" and collectively called \"Parties.\"\nWHEREAS each Party is considering disclosing certain technical, marketing, and business information, including ideas, discoveries, inventions, software code, prototypes, price information, future product plans, manufacturing methods, and other ideas of a technical or economic nature, which is considered to be confidential or proprietary (hereinafter \"Proprietary Information\").\nWHEREAS the Parties have concluded that it is in their mutual interest for them to disclose Proprietary Information each to the other for the purpose of their assessing the possibility of entering into a business transaction amongst themselves (\"Purpose\").\nIn consideration of the mutual understanding of the Parties, it is agreed as follows:\n1. As used in this Agreement, in each case where a party is disclosing Proprietary Information that party is referred to as the \"Disclosing Party\" and the party receiving such Confidential Information is referred to as the \"Recipient\".\n2. Recipient agrees to hold Proprietary Information in confidence and to protect it against disclosure to the public and third parties. Accordingly, Recipient shall employ protective measures fully commensurate with those used by Recipient to protect its own trade secrets and other confidential information from disclosure to the public and to third parties. Such measures shall include restricting access to Proprietary Information only to Recipient's employees or agents whose access is reasonably necessary to carry out the Purpose and who have legally enforceable obligations to Recipient that would conform to the obligations of this Agreement.\n3. Recipient agrees to use Proprietary Information only for the Purpose. Proprietary Information shall not be reproduced in any other form except as required to accomplish the Purpose\n4. Recipient agrees not to reverse-engineer or have a third party reverse-engineer the Proprietary Information without first obtaining the express, written consent of Discloser.\n5. The obligations of confidentiality and restrictions on use set forth in Paragraph 2 above do not apply to information that Recipient can demonstrate by competent physical evidence:\n(a) Was already known by Recipient prior to receipt from Discloser or becomes known by Recipient independently of Discloser through no wrongful act of Recipient;\n(b) is now, or becomes, publicly known through no violation of this Agreement;\n(c) is disclosed pursuant to law, regulation or lawful order or process, provided that Recipient promptly notifies Discloser so as to permit Discloser to oppose or limit such disclosure; or\n(d) is approved in writing by Discloser for disclosure to a third party by Recipient.\nProprietary Information disclosed by Discloser to Recipient shall not be deemed to come under the above exceptions merely because it is embraced by more general information that is or becomes subject to the above exceptions. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the Recipient, but only if the combination itself and its principle of operation are in the public domain or in the possession of the Recipient.\n6. Neither the execution of this Agreement, nor the disclosure of any Proprietary Information hereunder, shall be construed as granting Recipient any immunity or license to use Proprietary Information in any way {whether expressly, by implication, estoppel or otherwise), or any right to ownership, with respect to Proprietary Information or other intellectual property right(s) now or hereafter owned or controlled by Discloser.\n7. Nothing in this Agreement shall be construed to impose any obligation on Discloser to disclose information to the Recipient, or to enter into any other agreement of any nature. This Agreement is for protecting Proprietary Information only. No rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement.\n8. Discloser makes no representations, extends no warranties of any kind, either express or implied, and assumes no responsibilities whatsoever with respect to the adequacy, accuracy, completeness, operability, fitness for a particular purpose, or utility of any information, including Proprietary Information, obtained or used by Recipient under this Agreement. The information, including Proprietary Information, is provided \"AS IS,\" without warranty or guarantee of any kind and Discloser shall not be liable to the Recipient for any damages, loss, expense or claim of loss arising of any kind from the use of or reliance upon such information, including Proprietary Information.\n9. This Agreement, and the relationship between the Parties pursuant thereto, shall be construed, interpreted and applied in accordance with the laws of Province of Ontario without reference to any conflict of law provisions thereof.\n10. Recipient agrees to comply with all export and import laws and regulations of all countries involved in the data transfers.\n11. This Agreement constitutes the entire agreement and understanding of the Parties related to confidentiality and limited use of Proprietary Information.\n12. Duplicate counterparts of this Agreement may be executed and delivered, each of which shall be considered an original. All additions or modifications to this Agreement must be made in writing and executed by the Parties.\n13. This Agreement shall remain in force for a period two (2) years, unless terminated earlier on thirty (30) days written notice provided by either Party. However, the obligations of confidentiality and limited use of Proprietary Information shall survive the termination of the Agreement.\n14. This Agreement is divisible and separable so that if any provision or provisions hereof shall be held to be invalid, void, voidable or unenforceable, such holding shall not impair the remaining provisions hereof. If any provision hereof is held to be too broad to be enforced, such provision shall be construed to create an obligation to the full extent allowable.\n15. In the event of a breach or threatened breach by Recipient of any of the provisions of the Agreement, Discloser, in addition to any other remedies available to it under law, at equity or otherwise, shall be entitled to seek an injunction restraining Recipient from the performance of acts that constitute a breach or threatened breach of this Agreement.\n16. This Agreement may not be assigned, delegated, sold or transferred, whether by operation of law or otherwise, by Recipient without the prior written consent of Discloser, and any attempted delegation or transfer of rights, duties or obligations under this Agreement without such written consent shall be void and of no effect.\n17. All notices under this Agreement shall be in writing and shall be sent to the Party being served by facsimile or certified mail return receipt requested at that Party's address specified above or at such address of which such Party shall give notice as aforesaid, and marked for the attention of that Party's signatory to this Agreement. The date of service shall be deemed to the day following the day on which the notice was transmitted or posted as the case may be.\nThis Agreement is agreed to and accepted by the following individuals having signatory authority to bind the Parties:\nSchedule A\nParties to the Agreement\nThe Parties have executed this Agreement as of the dates set forth below.\nKLEEN-FLO TUMBLER INDUSTRIES LIMITED\n75 ADVANCE BLVD, BRAMPTON, ON, L6T 4N1\n/s/ K.J. Osborne Per (print) K.J. Osborne\nSEPTEMBER 18, 2012\nECO-TEK GROUP INC.\nAddress: 15-65 WOODSTREAM BLVD, WOODBRIDGE, ON,\nL4L 7X6\nPer: Per (print) ____________________________\n", - "spans": [ - [ - 0, - 13 - ], - [ - 14, - 38 - ], - [ - 39, - 282 - ], - [ - 283, - 662 - ], - [ - 663, - 671 - ], - [ - 671, - 919 - ], - [ - 920, - 1005 - ], - [ - 1006, - 1241 - ], - [ - 1242, - 1378 - ], - [ - 1378, - 1602 - ], - [ - 1602, - 1892 - ], - [ - 1893, - 1966 - ], - [ - 1966, - 2076 - ], - [ - 2077, - 2254 - ], - [ - 2255, - 2438 - ], - [ - 2439, - 2600 - ], - [ - 2601, - 2679 - ], - [ - 2680, - 2795 - ], - [ - 2795, - 2869 - ], - [ - 2870, - 2955 - ], - [ - 2956, - 3181 - ], - [ - 3181, - 3508 - ], - [ - 3509, - 3938 - ], - [ - 3939, - 4119 - ], - [ - 4119, - 4182 - ], - [ - 4182, - 4298 - ], - [ - 4299, - 4662 - ], - [ - 4662, - 4981 - ], - [ - 4982, - 5215 - ], - [ - 5216, - 5343 - ], - [ - 5344, - 5499 - ], - [ - 5500, - 5623 - ], - [ - 5623, - 5724 - ], - [ - 5725, - 5881 - ], - [ - 5881, - 6015 - ], - [ - 6016, - 6233 - ], - [ - 6233, - 6384 - ], - [ - 6385, - 6742 - ], - [ - 6743, - 7073 - ], - [ - 7074, - 7416 - ], - [ - 7416, - 7546 - ], - [ - 7547, - 7664 - ], - [ - 7665, - 7675 - ], - [ - 7676, - 7700 - ], - [ - 7701, - 7774 - ], - [ - 7775, - 7811 - ], - [ - 7812, - 7850 - ], - [ - 7851, - 7892 - ], - [ - 7893, - 7911 - ], - [ - 7912, - 7930 - ], - [ - 7931, - 7978 - ], - [ - 7979, - 7986 - ], - [ - 7987, - 8004 - ], - [ - 8004, - 8032 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 13 - ] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 22, - 25 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3 - ] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 34 - ] - }, - "nda-12": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-20": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-17": { - "choice": "Entailment", - "spans": [ - 12 - ] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 14, - 17, - 18 - ] - }, - "nda-13": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 10 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 11 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001473637/000143209312000764/ex10-34.htm" - }, - { - "id": 614, - "file_name": "1475274_0001567619-17-000751_s001644x1_exd-2.htm", - "text": "Exhibit (d)(2)\nCONFIDENTIALITY AGREEMENT\nThis Confidentiality Agreement (this \u201cAgreement\u201d) is made by and between RetailMeNot, Inc. (\u201cRetailMeNot\u201d), and Valassis Communications, Inc. (\u201cValassis\u201d).\n1. Background. RetailMeNot and Valassis intend to engage in discussions and negotiations concerning a possible transaction involving RetailMeNot and/or its Affiliates in which Valassis and/or one or more of its Affiliates would acquire all or a substantial portion of the equity interests or business of RetailMeNot (\u201cPossible Transaction\u201d). An \u201cAffiliate\u201d of a specified person or entity includes any other person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified person or entity. For the purpose of evaluating, discussing, negotiating and/or implementing the Possible Transaction (the \u201cPurpose\u201d), it is anticipated that certain confidential information concerning each party (in such capacity, the \u201cDisclosing Party\u201d) and/or its respective Affiliates, including without limitation, confidential information and materials developed by or concerning the business, operations, plans, procedures, properties, assets, locations and financial affairs, pricing, supplier and customer information, names and expertise of employees and consultants, trade secrets and intellectual property of the Disclosing Party and/or its Affiliates, and past, present or future products or services, research, development, improvements, procedures, processes, techniques, designs, data, drawings, compilations, information, and technical information and data related to the business affairs and operations of the Disclosing Party and/or its Affiliates (the \u201cConfidential Information\u201d) has been disclosed or delivered or will be disclosed or delivered, whether disclosed orally or disclosed or delivered in written, electronic or other form or media, by or on behalf of the Disclosing Party to the other party (in such capacity, the \u201cRecipient\u201d) and to certain of its Affiliates, and its and their respective general partners, managing members, directors, officers, employees, advisors and other representatives of the Recipient or such Affiliates, including attorneys, accountants, consultants, investment bankers and financing sources (collectively, \u201cRepresentatives\u201d). The Recipient may disclose Confidential Information to Representatives who have a need to know such information in connection with the Purpose and whom the Recipient shall make aware of, and direct to comply with, the terms set forth herein. The Recipient shall be responsible for any breach or failure to perform obligations expressly applicable to Representatives under this Agreement by its Representatives. Notwithstanding anything to the contrary in this Agreement, Valassis will not share, and will not permit its Affiliates or Representatives to share, any Confidential Information with financing sources without the prior written consent of RetailMeNot, which consent shall not be unreasonably withheld. RetailMeNot hereby consents to Credit Suisse Group AG and Bank of America Corporation and each of their respective Affiliates serving as debt financing sources to Valassis and/or its Affiliates.\n2. Confidential Information. As used in this Agreement, the term \u201cConfidential Information\u201d shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives to the extent they contain, reflect or are based upon, in whole or in part, any Confidential Information furnished to the Recipient or its Representatives pursuant hereto. Notwithstanding the foregoing, the term \u201cConfidential Information\u201d does not include information which Recipient can demonstrate (a) was known by the Recipient or its Affiliates or Representatives in their capacity as such prior to the time of disclosure to the Recipient by or on behalf of the Disclosing Party, (b) was or becomes available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement, (c) was, is or becomes available to the Recipient or its Representatives in their capacity as such from a third party who is not known by the Recipient or such Representative to be under any obligation of confidentiality to the Disclosing Party with respect thereto or otherwise prohibited from disclosing such information by any legal, contractual or fiduciary obligation, or (d) was or is independently developed by the Recipient or its Representatives without use of the Confidential Information.\n3. Use and Disclosure of Confidential Information. The Recipient, and its Representatives who have received Confidential Information pursuant hereto, shall use the Confidential Information only for the Purpose. The Confidential Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. The Recipient and such Representatives shall hold the Confidential Information in confidence, and provide it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances, and shall not disclose any Confidential Information, except as permitted by paragraph 1 hereof or where such disclosure is requested or required by law, regulation (including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of an entity\u2019s securities are listed or quoted), regulatory body, judicial process, or listing agreement (collectively, \u201cLaw\u201d). The Recipient agrees, to the extent permitted under applicable Law, to give the Disclosing Party notice of any such request or requirement as soon as reasonably practicable so that the Disclosing Party may, at the Disclosing Party\u2019s own expense, seek a protective order, confidential treatment request or other appropriate remedy, and the Recipient shall exercise commercially reasonable efforts to assist the Disclosing Party in obtaining such order or remedy. If, in the absence of a protective order, the Recipient is nonetheless compelled to disclose Confidential Information, the Recipient may disclose without liability hereunder that portion of the Confidential Information which the Recipient or its Representatives is legally compelled to disclose.\n4. Additional Non-Disclosure Obligations. Except where such disclosure is requested or required by Law (and then subject to the applicable terms of Section 3 above), without the prior written consent of the other party, each of the Disclosing Party and the Recipient will not, and each will direct its Representatives not to, disclose to any person or entity (other than its Representatives) (a) that the Confidential Information has been made available to the Recipient or its Representatives, (b) that investigations, discussions or negotiations are taking or have taken place concerning a Possible Transaction, or (c) any terms or other facts with respect to the Possible Transaction, including the status or existence thereof.\n5. Ownership of Confidential Information. The Recipient agrees that nothing in this Agreement shall be deemed to transfer ownership of Confidential Information or any patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement.\n6. Return or Destruction of Confidential Information. The Disclosing Party may elect at any time to terminate further access by the Recipient and its Representatives to the Confidential Information. The Recipient shall, upon the written request of the Disclosing Party, at its sole election, promptly, and in any event within 10 business days, either return or destroy all Confidential Information received by the Recipient and its Representatives (and all copies and reproductions thereof). Any destruction of materials shall be confirmed by the Recipient in writing. Notwithstanding the foregoing, the Recipient and its Representatives may each retain copies of the Confidential Information for compliance with applicable laws, rules or regulations, bona fide data retention policies or to establish its rights under this Agreement. Any Confidential Information that cannot be or is not returned or destroyed (such as oral Confidential Information) shall remain confidential, subject to the terms of this Agreement.\n7. No Representations or Warranties. The Recipient understands and acknowledges that neither the Disclosing Party nor any of its representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, except as may be set forth in a definitive agreement with respect to the Possible Transaction. The Recipient agrees that neither the Disclosing Party nor any of its representatives shall have any liability to the Recipient or any of the Recipient\u2019s Representatives relating to or resulting from the Recipient\u2019s or their use of the Confidential Information or any errors therein or omissions therefrom except as may be set forth in a definitive agreement with respect to the Possible Transaction. To the extent Confidential Information includes materials subject to the attorney-client privilege, the Disclosing Party is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) to the Recipient or any of its Representatives.\n8. No Obligation to Consummate a Possible Transaction. This Agreement binds the parties only with respect to the matters expressly set forth herein. As such, unless and until a definitive written agreement regarding a Possible Transaction between the Disclosing Party and the Recipient has been executed, (a) neither the Disclosing Party nor the Recipient nor their respective Representatives or Affiliates will be under any legal obligation of any kind whatsoever to negotiate or consummate a Possible Transaction and (b) neither party will have any claim whatsoever against the other party or its Affiliates, or any of their respective directors, officers, members, shareholders or representatives arising out of or relating to any Possible Transaction, except pursuant to this Agreement.\n9. Injunctive Relief. The parties hereto agree that money damages may not be a sufficient remedy for a breach of this Agreement, and that the non-breaching party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for breach of this Agreement, but shall be in addition to all other remedies available at law or in equity to a party.\n10. No Waiver. No failure or delay by the parties hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.\n11. Termination. This Agreement shall continue in full force and effect during the term hereof regardless of whether the parties negotiate or consummate a Possible Transaction. This Agreement will terminate automatically upon the earlier of (a) 24 months after the date hereof, or (b) the date on which a definitive binding agreement, if any, with respect to the Possible Transaction is entered into between the Disclosing Party and the Recipient or their respective Affiliates.\n12. Choice of Law. This Agreement shall, to the fullest extent permitted under applicable laws, be construed and enforced in accordance with the laws of the State of Delaware and of the United States applicable in Delaware, as applied to contracts made and to be performed entirely within Delaware, without giving effect to principles of conflict of law requiring the application of the laws of another jurisdiction. Each party hereby irrevocably submits to the personal jurisdiction of the state and federal courts located in Delaware, over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum. Each party further agrees that a final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon such party. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.\n13. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, however, the Disclosing Party shall not assign this Agreement, or delegate its duties or obligations hereunder, without the prior written consent of the Recipient. Any purported assignment or delegation without such consent shall be void and unenforceable.\n14. Authority. Each party represents and warrants that it possesses all necessary powers and authority to enter into and be bound by this Agreement.\n15. Severability. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provision as applied to other persons, places or circumstances shall remain in full force and effect.\n16. Costs. Except as expressly provided in this Agreement, each party shall pay its own costs and expenses incurred in connection with the Possible Transaction, including the negotiation, preparation and execution of this agreement and its evaluation and review of any Confidential Information.\n17. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by e-mail or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.\n18. Miscellaneous. This Agreement (i) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, superseding all prior agreements, written or oral, (ii) may not be amended, except in writing executed by duly authorized officers or agents of each of the parties and (iii) may be executed in counterparts, including by facsimile or electronic mail (including pdf or any electronic signature complying with the United States federal ESIGN Act of 2000).\n19. Non-Solicitation. For a period of 12 months after the date of this Agreement, the Recipient agrees not to, directly or indirectly, induce, recruit, encourage or solicit for employment, offer employment to, employ, or engage as an independent contractor (the \u201cProhibited Activities\u201d), (i) any members of the executive management team of the Disclosing Party or (ii) any other employee of the Disclosing Party to whom the Recipient was introduced, exposed, or whom it became aware of as a result of the consideration, evaluation or negotiation of a Possible Transaction (any such person described in clauses (i) or (ii), a \u201cCovered Employee\u201d); provided that the Recipient shall not be restricted from placing in general circulation (which shall include websites or mobile applications such as Indeed, Linkedin, Monster.com, Craigslist or the like) any solicitation for employment (including advertisements placed by a recruiting firm or similar organization) not specifically directed toward any of the Covered Employees or from employing any person who responds thereto; provided, further, that the restrictions of this paragraph shall not apply to any Covered Employee who has not been employed by the Disclosing Party for a period of at least three months prior to such solicitation or hiring, as the case may be.\n20. Standstill. In consideration of, and only upon, the Confidential Information being furnished to Valassis pursuant to this Agreement, Valassis agrees that, for a period of 12 months from the date of this Agreement (the \u201cStandstill Period\u201d), Valassis shall not, directly or indirectly (through any of its Affiliates or its and their respective Representatives with knowledge of the Possible Transaction), unless specifically approved in advance by the Board of Directors of RetailMeNot (the \u201cBoard\u201d) in writing:\n(a) in any manner acting alone or in concert with others, acquire, agree to acquire or make any proposal or offer to acquire or effect, directly or indirectly, by means of purchase, merger, business combination or in any other manner, beneficial ownership of any securities of RetailMeNot, direct or indirect rights to acquire any securities of RetailMeNot (including any derivative securities, rights or options with economic equivalents of ownership of any of such securities), any right to vote or to direct the voting of any securities of RetailMeNot or any assets of RetailMeNot,\n(b) make, or in any way participate in, directly or indirectly, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of RetailMeNot,\n(c) form, join or in any way participate in a \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)) with respect to any voting securities of RetailMeNot,\n(d) otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of RetailMeNot,\n(e) make any public disclosure, or take any action that would reasonably be expected to require RetailMeNot to make any public disclosure, with respect to any of the matters set forth in this Agreement (except as required by applicable Law),\n(f) disclose any intention, plan or arrangement inconsistent with the foregoing (except as required by applicable Law), or\n(g) enter into any agreements, or advise, assist or encourage any other persons (other than its Representatives or RetailMeNot or its representatives) in connection with any of the foregoing.\nNotwithstanding the foregoing provisions of this Section 20 or any other provision of this Agreement, (i) nothing in this Agreement shall restrict Valassis or any other person from taking the actions set forth in clauses (a) \u2212 (g) following termination of the Standstill Period, (ii) nothing in this Agreement shall prevent Valassis or any person acting on its behalf from making any proposal regarding a business combination or other transaction directly to the Board or Chief Executive Officer of RetailMeNot on a confidential basis and from discussing such proposal with such persons if such proposal would not reasonably be expected to require RetailMeNot to make a public announcement and (iii) the Standstill Period shall terminate, and the restrictions set forth in this Section 20 shall terminate and be of no further force and effect, (A) if RetailMeNot enters into a definitive agreement with a party other than Valassis or its Affiliates with respect to, or publicly announces that it plans to enter into, a transaction involving 30% or more of RetailMeNot\u2019s then-outstanding equity securities or assets (or equity securities of subsidiaries of RetailMeNot holding assets) constituting 35% or more of the consolidated assets of RetailMeNot and its subsidiaries (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise) (an \u201cAlternative Transaction\u201d), (B) if RetailMeNot publicly announces or confirms that it is in discussions with one or more parties with respect to an Alternative Transaction, or (C) in the event of any announcement or commencement by any person, entity or \u201cgroup\u201d (within the meaning of Section 13(d)(3) of the Exchange Act) of a tender or exchange offer to acquire RetailMeNot\u2019s equity securities which, if successful, would result in such person, entity or group owning, when combined with any other equity securities of RetailMeNot owned by such person, entity or group, 30% or more of RetailMeNot\u2019s then outstanding equity securities.\nIn the event that, during the Standstill Period, in connection with the evaluation, discussion, negotiation and/or implementation of a possible Alternative Transaction (i) RetailMeNot enters into a confidentiality agreement that does not include \u201cstandstill\u201d restrictions similar to those included in this Section 20, or (ii) RetailMeNot enters into a confidentiality agreement that includes \u201cstandstill\u201d restrictions for a term shorter than twelve months or otherwise less restrictive in any material respect than the restrictions set forth in this Section 20, then RetailMeNot shall promptly inform Valassis in writing and, in the case of the preceding clause (i), the Standstill Period shall terminate or, in the case of the preceding clause (ii), such shorter term and/or other materially less restrictive provision(s) shall supersede and be deemed to replace the twelve month restrictive period and/or other more restrictive provision(s) set forth in this Section 20, in each case immediately and without any further action of the parties.\n21. Certain Acknowledgements of the Disclosing Party. The Disclosing Party acknowledges that the Recipient and/or its Affiliates are engaged in businesses similar to or the same as the Disclosing Party, and that neither the execution of this Agreement nor receipt of Confidential Information is intended to or shall restrict their ability to compete with the Disclosing Party in the ordinary course of business without using Confidential Information in that capacity.\nThe parties have executed this Agreement on the last date set forth below.\nRETAILMENOT, INC\nBy: /s/ Jonathan Kaplan\nName: Jonathan Kaplan\nTitle: General Counsel and Secretary\nDate: 1/10/2017\n301 Congress Avenue, Suite 600\nAustin, Texas 78701\nAttention: General Counsel\nkaplan@rmn.com\nVALASSIS COMMUNICATIONS, INC.\nBy: /s/ Edward Taibi\nName: Edward Taibi\nTitle: Director\nDate: 1/10/2017\nAddress:35 E. 62 Street\nNY NY 10065\n[Signature Page to Confidentiality Agreement]\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 40 - ], - [ - 41, - 196 - ], - [ - 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(the \u201cDisclosing Party\u201d) and Autokiniton Global Group, Inc. (the \u201cRecipient\u201d or \u201cAGG\u201d).\nRECITALS\nA. The Recipient has expressed an interest in having the Disclosing Party provide certain financial, business, legal or other information to the Recipient in connection with a potential transaction involving the Disclosing Party, on the one hand, and the Recipient or any controlled affiliate thereof, on the other hand (the \u201cProposed Transaction\u201d).\nB. In connection with the provision of such information, the Recipient has agreed to maintain the confidentiality of, and agreed to restrict the use of, such information and to certain other restrictions as set forth herein.\nAGREEMENT\nIn consideration of the foregoing premises and the mutual covenants and the agreements hereafter set forth, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:\nSection 1. Definitions. As used in this Agreement, the following terms have the meanings stated in this Section 1:\n\u201cEvaluation Material\u201d means (a) all confidential and/or proprietary information, data, agreements, documents, reports, \u201cknow-how\u201d, interpretations, plans, studies, forecasts, projections and records (whether in oral or written form, electronically stored or otherwise) containing or otherwise reflecting information concerning the Disclosing Party, any of its subsidiaries or affiliates, their respective businesses or assets and other similar information whether received before (but following August 2, 2018), on or after the date of this Agreement, (b) all memoranda, notes, analyses, compilations, studies or other documents to the extent the same reflect, were developed based upon or which include any such Evaluation Material (whether in written form, electronically stored or otherwise), whether prepared by the Disclosing Party, the Recipient or any other Person, and (c) this Agreement, the terms, provisions and conditions of this Agreement, the existence or purpose of this Agreement or the Proposed Transaction or any of the terms, conditions or other facts with respect to the Proposed Transaction, including without limitation, the fact that the parties are discussing a Proposed Transaction or the status thereof (such information described in this clause (c), \u201cTransaction Information\u201d); provided, however, that \u201cEvaluation Material\u201d does not include, with respect to clauses (a) and (b) of this paragraph, (i) information that was already in the possession of the Recipient or its Representatives prior to receipt hereunder and that was not acquired or obtained from the Disclosing Party or a source that was known by the Recipient or its applicable Representatives to be bound by a contractual, legal or fiduciary obligation to the Disclosing Party with respect to such information that prohibited such disclosure, (ii) information that is obtained by the Recipient from a source other than the Disclosing Party unless such source is known by the Recipient or its Representatives after reasonable inquiry to be bound by a contractual, legal or fiduciary obligation to the Disclosing Party with respect to such information that prohibited such disclosure, (iii) information that is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in violation of the provisions of this Agreement or (iv) is independently developed by the Recipient or its Representatives through personnel who have not had access to the Evaluation Material.\n\u201cContact Persons\u201d means James Gouin, Jeffrey Kersten, Nanette Dudek, and any other individual designated in writing to the Recipient or its Representatives as an additional Contact Person by James Gouin, Jeffrey Kersten or Nanette Dudek.\n\u201cPerson\u201d means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization of any kind, including, without limitation, a governmental authority or agency.\n\u201cRepresentative\u201d of a Person means such Person\u2019s officers, directors, employees, partners, members, controlled affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives, but shall not include financing sources (other than, with respect to the Recipient, Merrill Lynch Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co., LLC and each of the lenders listed on Schedule I hereto (the \u201cLenders\u201d)); provided that, with respect to Recipient, \u201cRepresentative\u201d shall also include KPS Capital Partners, LP (\u201cKPS\u201d) (and its respective Representatives), and Representatives of the Lenders; provided further that upon disclosure of Evaluation Material to KPS, KPS shall be deemed to be bound by all of the terms of this Agreement applicable to Recipient and its affiliates and AGG shall be responsible for any and all breaches of the terms of this Agreement applicable to Recipient by KPS. Prior to disclosure of any Evaluation Material to KPS, KPS shall execute and deliver to the Disclosing Party a joinder in the form of Exhibit A attached hereto. With respect to KPS, its \u201cRepresentatives\u201d shall include only its officers, directors, accountants, attorneys, consultants and advisors, and, with the prior written consent of the Disclosing Party (not to be unreasonably withheld) certain of the current limited partners of funds affiliated with, or managed by, KPS (and their respective officers, directors, accountants, attorneys, consultants and advisors).\n\u201cTrade Secret\u201d means that portion of the Evaluation Material that consists of (i) all software code and technology, and (ii) such other Evaluation Material reasonably designated as a Trade Secret by the Disclosing Party at the time such Evaluation Material is provided by providing such information in a folder identified as containing Trade Secrets in the electronic data room used to facilitate the sharing of Evaluation Material.\nSection 2. Agreement Not to Disclose or Use Evaluation Material.\n(a) Non-Disclosure of Evaluation Material. The Recipient shall not and shall direct its Representatives not to, directly or indirectly, disclose, reveal, divulge, publish or otherwise make known any of the Evaluation Material to any Person, except as provided in Section 2(c) or Section 7 below. Except as otherwise provided herein, the Recipient shall treat the Evaluation Material as confidential at all times.\n(b) Limitations on Use of Evaluation Material. The Recipient shall, and shall direct its Representatives to, use the Evaluation Material solely for the purpose of evaluating, negotiating or consummating the Proposed Transaction in accordance with the terms of this Agreement.\n(c) Permitted Disclosure. The Recipient may disclose the Evaluation Material to its Representatives (including, for the avoidance of doubt, KPS) who (x) need to know such information to enable the Recipient to evaluate, negotiate, consummate or finance the Proposed Transaction, (y) are informed of the confidential nature of the Evaluation Material and (z) who agree (or are otherwise obligated) to treat the Evaluation Material in a manner consistent with the terms of this Agreement and are informed that they may use the Evaluation Material only in strict accordance with the provisions of this Agreement. AGG shall be fully responsible for any violation of this Agreement by any of its Representatives (including, for the avoidance of doubt, any failure by its Representatives to comply with directions required hereunder).\n(d) Ownership. The Evaluation Material provided by the Disclosing Party or its Representatives (including to the extent reflected or included in derivative works) is owned solely and exclusively by the Disclosing Party, shall remain the exclusive property of the Disclosing Party, and the Recipient shall have no right, title or interest in, to or under any of the Evaluation Material or any material developed from the Evaluation Material except for the limited rights to use the Evaluation Materials herein.\nSection 3. Standstill. Recipient agrees, for the period commencing on the date first written above and ending eighteen (18) months from the date hereof that, unless specifically invited in writing by the Disclosing Party, it shall not, and shall cause its affiliates (that have received Evaluation Material) not to, directly or indirectly, acting alone or in concert with others (and shall not assist, provide or arrange financing to or for others or otherwise encourage others to):\n(a) enter into any discussions, negotiations, arrangements or understandings with respect to any acquisition or sale of, or acquire or sell or agree, offer or propose to acquire or sell (or request permission to do so), by purchase or otherwise, ownership (including, without limitation, beneficial ownership as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the \u201cExchange Act\u201d)) of (i) the Disclosing Party or any of its affiliates, (ii) any material portion of the assets or property of the Disclosing Party or any of its affiliates, (iii) any debt or equity securities of, or direct or indirect rights to acquire any debt or equity securities of, the Disclosing Party or any of its affiliates, (iv) any other debt (including without limitation, institutional debt (bank or otherwise), commercial paper, notes, debentures, and bonds of the Disclosing Party or any of its affiliates, (v) any rights or options to acquire or sell such ownership (including from a third party), or (vi) any derivatives or other contract rights the value of which in whole or in substantial part derives from or is based upon the trading prices of any securities or instruments issued by the Disclosing Party or any of its affiliates;\n(b) make, or in any way participate in, any \u201csolicitation\u201d of \u201cproxies\u201d to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to the Exchange Act), or seek to advise or influence in any manner whatsoever any Person with respect to the voting of, any voting securities of the Disclosing Party;\n(c) form, join or in any way participate in a \u201cgroup\u201d within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Disclosing Party;\n(d) solicit or submit a proposal for, or offer of (with or without conditions) any merger, consolidation, business combination, tender or exchange offer, recapitalization, reorganization, purchase of a material portion of the assets or property of or other similar extraordinary transaction involving the Disclosing Party or any of its affiliates;\n(e) seek or propose to influence or control the management or the policies of the Disclosing Party or any its affiliates or to obtain representation on the Board of Directors of the Disclosing Party or any of its affiliates, or solicit, or participate in the solicitation of, any proxies or consents with respect to any securities or instruments of the Disclosing Party or any of its affiliates;\n(f) take any action which might require the Disclosing Party or any of its affiliates to make a public announcement regarding the types of matters set forth in (a) through (e) above in this sentence;\n(g) enter into any discussions, negotiations, arrangement or understandings with any third party (other than Representatives in connection with the Proposed Transaction) with respect to any of the foregoing; or\n(h) make any public announcement with respect to any of the foregoing;\nprovided, that nothing contained in this Section 3 shall limit the Recipient or any of its affiliates from making any proposal regarding a Proposed Transaction directly to the Disclosing Party\u2019s board of directors or a Contact Person on a confidential basis so long as such proposal does not require any party to make a public announcement regarding this letter agreement or such proposal.\nSection 4. Non-Solicit. The Recipient shall not, and shall cause its affiliates that have received Evaluation Material hereunder not to, for a period of eighteen (18) months from the date hereof, solicit or employ any Covered Employee (as defined below) of the Disclosing Party or any of its affiliates without the written consent of the Disclosing Party; provided, that, the Recipient shall not be precluded from soliciting or hiring any person who (i) responds to a general solicitation or advertisement not targeted specifically at employees of the Disclosing Party or any of its affiliates (whether posted on a public internet site or in a magazine, newspaper or other publication), (ii) is submitted to the Recipient or its affiliates by a bona fide search firm so long as the Recipient or its applicable affiliates do not direct such search firm to target such individual or the employees of the Disclosing Party or its affiliates, (iii) has ceased to be employed by the Disclosing Party and its affiliates for at least six (6) months at the time he or she enters into discussions for employment with the Recipient or its affiliates if such individual resigned from the Disclosing Party or (iv) has ceased to be employed by the Disclosing Party and its affiliates at the time he or she enters into discussions for employment with the Recipient or its affiliates if such individual\u2019s employment was terminated by the Disclosing Party. For the avoidance of doubt, subject to Section 12, nothing in this Section 4 shall limit the rights of the Recipient\u2019s affiliates that have not been provided Evaluation Material. \u201cCovered Employee\u201d means those officers and employees listed on Schedule II hereto.\nSection 5. Non-Contact. The Recipient shall not and shall cause its affiliates which receive Evaluation Material not to and direct its other Representatives (acting on the Recipient\u2019s or its affiliates\u2019 behalf) not to initiate or maintain contact with any individual or entity known by the Recipient or such affiliate or such other Representative to be a customer, supplier, lender, officer, director, manager, member, or employee of the Disclosing Party or any of its affiliates regarding the Proposed Transaction (or any similar transaction), except through, or as directed by, the Contact Persons, it being understood that contact and conduct in the ordinary course of business consistent with past practices unrelated to the Proposed Transaction shall not be prohibited. Notwithstanding the foregoing, the Recipient and its Representatives shall not be prohibited from conducting customary general market diligence activities through expert networks, so long as (a) the experts are specifically approved in advance by the Disclosing Party (such approval is hereby given in respect of Oliver Wyman), and (b) the Disclosing Party is not identified and no Evaluation Material is disclosed in connection with such diligence activities. All (i) communications regarding the Proposed Transaction or any similar transaction, (ii) requests for additional information regarding the Proposed Transaction or any similar transaction, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding procedures in connection with the Proposed Transaction or any similar transaction, shall be submitted or directed exclusively to the Contact Persons or counsel to the Disclosing Party, who will, as they deem appropriate, arrange for contacts for due diligence purposes. The Recipient confirms and agrees that it is not acting as a broker for any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act), and that the Recipient and its affiliates are considering the Proposed Transaction only for investment by or through AGG.\nSection 6. No Restrictions on Debt Finance Sources. Without the prior written consent of the Disclosing Party, the Recipient shall not, and the Recipient\u2019s Representatives shall not on the behalf of Recipient or any other Representative of Recipient, enter into any contract, arrangement or understanding expressly prohibiting any bank, investment bank or other potential provider of debt financing, including without limitation, the Lenders, from providing or seeking to provide debt financing or financial advisory services to any other Person in connection with the Proposed Transaction; provided, however, that any customary \u201ctree\u201d arrangements with financial institutions or financing sources by which a deal team at each institution works on providing financial advisory services or obtaining or providing potential financing for Recipient and/or its Representatives for a Proposed Transaction (and is not permitted to work on obtaining or providing financial advisory services or potential financing for any other bidder pursuing a potential transaction) but other deal teams at such institution may provide financial advisory services or work on obtaining or providing potential debt financing for other bidders pursuing a potential transaction, shall be deemed not to so prohibit bank, investment bank or other potential provider of debt financing. For the avoidance of doubt, references in Sections 3-6 of this Agreement to a \u201cRepresentative\u201d of the Recipient are not intended to restrict such a Representative if not acting on behalf of the Recipient or its affiliates.\nSection 7. Compelled Disclosure. Notwithstanding the provisions of Section 2 of this Agreement to the contrary, if the Recipient or any of its Representatives are required or requested to disclose any Evaluation Material pursuant to any applicable law, rule, regulation, subpoena, court order or other administrative, regulatory, self-regulatory or legal process (collectively, \u201cLaw\u201d), the Recipient shall promptly (unless prohibited by Law and except pursuant to routine regulatory audits, examinations, inquiries or requests, in each case, of Recipient or any of its Representatives and not specific to the Proposed Transaction) notify the Disclosing Party in writing of any such requirement so that the Disclosing Party may seek, at its sole expense, an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Recipient shall, and shall direct its Representatives to, reasonably cooperate with the Disclosing Party to obtain such a protective order or other remedy. If such order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Recipient and its Representatives shall disclose only that portion of the Evaluation Material which they are advised by counsel that they are legally required to so disclose and shall use commercially reasonable efforts (at the Disclosing Party\u2019s expense) to obtain reasonable assurance that confidential treatment will be accorded the Evaluation Material so disclosed.\nSection 8. Return or Destruction of Evaluation Material. As promptly as practicable following the written request of the Disclosing Party (but in any event within seven (7) calendar days), the Recipient shall, and shall direct its Representatives to, destroy all Evaluation Material in tangible form (whether in written form, electronically stored or otherwise) furnished to Recipient and in Recipient\u2019s possession or in the possession of any of its Representatives, and neither the Recipient nor any of its Representatives shall retain any copies thereof, except to the extent required to comply with applicable Law or bona fide internal record retention policies or procedures for legal, compliance or regulatory purposes; provided, that nothing contained herein shall require any Person to destroy Evaluation Material in electronic form (including any computer systems, back-up and archive tapes or other electronic backup systems) to the extent that such destruction is not commercially practicable and any retained Evaluation Material is not accessed by Recipient or its Representatives\u2019 personnel except by any legal, compliance or information technology personnel in the course of their respective duties. Upon the written request of the Disclosing Party, the Recipient shall as promptly as practicable confirm in writing such destruction to the Disclosing Party as required by this Section 8 (e-mail being sufficient).\nSection 9. No Representations and Warranties; No Liability; Definitive Agreement.\n(a) No Representations and Warranties. The Evaluation Material is being provided to the Recipient \u201cas is\u201d and without any representation or warranty of any kind, either express or implied. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material nor will any of them have any liability to Recipient or its Representatives or any other Person relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. The Recipient understands and agrees that neither the Disclosing Party nor any of its Representatives is under any duty or obligation to provide the Recipient with access to any information, and nothing herein is intended to impose any such obligation on the Disclosing Party or any of its Representatives. The above Section 9(a) is qualified in its entirety by any provision to the contrary in a final and definitive agreement with respect to the Proposed Transaction.\n\u30fc 6 \u30fc\n(b) No Liability. Recipient understands and agrees that the Evaluation Materials prepared by the Disclosing Party or its Representatives were prepared for their internal purposes only, and thus may not be suitable for the Recipient\u2019s purposes. The Recipient acknowledges and agrees that the Recipient will make its own independent evaluation of the Proposed Transaction and will not be relying on the Disclosing Party or any of its Representatives in connection with the Proposed Transaction and that neither the Disclosing Party nor any of its Representatives is acting as the Recipient\u2019s broker or advisor in connection with the Proposed Transaction. The Recipient shall not, and shall cause its Representatives not to, pursue any action, suit or proceeding against the Disclosing Party or any of its Representatives arising from or relating to the provision by the Disclosing Party or its Representatives to the Recipient and its Representatives of the Evaluation Material or the information contained therein. The above Section 9(b) is qualified in its entirety by any provision to the contrary in a final and definitive agreement with respect to the Proposed Transaction.\n(c) Definitive Agreement. This Agreement does not constitute a binding agreement or obligation to reach a final and definitive agreement with respect to the Proposed Transaction and no contract or agreement providing for any transaction shall be deemed to exist until a final and definitive agreement has been negotiated, fully executed and delivered. Unless and until such a definitive agreement with respect to the Proposed Transaction has been negotiated, fully executed and delivered, none of the Disclosing Party, its affiliates, or the Recipient (or its affiliates) shall be under any legal obligation of any kind whatsoever with respect to such a transaction, or any other transaction or matter, by virtue of this Agreement, except for the matters specifically set forth herein. The Disclosing Party reserves the right, in its sole and absolute discretion, to reject any and all offers and proposals made by the Recipient and to terminate discussions with the Recipient at any time.\nSection 10. Specific Performance.\n(a) Acknowledgment. The parties hereby acknowledge and agree that the provisions of this Agreement are of a special and unique nature, the breach of which may not be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement by either party may cause the other party irreparable harm and that money damages would not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement by either party.\n(b) Specific Performance. The parties hereby agree on behalf of themselves and their respective Representatives that the other party and their respective Representatives shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by the other party or any of its Representatives and to specifically enforce the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties or their respective Representatives may be entitled at law or in equity.\nSection 11. [Intentionally Omitted]\nSection 12. Securities Laws. The Recipient hereby acknowledges that it is aware, and that Recipient shall advise its Representatives who are informed of the matters that are the subject of this Agreement, that the United States securities laws place certain restrictions on any person who has material, non-public information concerning an issuer, with respect to purchasing or selling securities of such issuer or from communicating such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities.\nSection 13. Additional Matters.\n(a) Notwithstanding anything in this Agreement to the contrary, the Disclosing Party acknowledges that the Recipient or the Recipient\u2019s Representatives may be engaged in business in which the Recipient or the Recipient\u2019s Representatives may compete with the Disclosing Party. Subject to compliance with the express restrictions herein, this Agreement shall not prevent the Recipient or the Recipient\u2019s Representatives from conducting discussions or entering into transactions that are similar to the Proposed Transaction with other third parties or from engaging in business that is the same as, or similar to, the business conducted by the Disclosing Party or its affiliates.\n(b) For the avoidance of doubt, references herein to \u201caffiliates\u201d of the Disclosing Party shall mean controlled affiliates of the Disclosing Party.\n(c) The Disclosing Party acknowledges that one or more of KPS\u2019s employees, consultants and advisors may serve as board members, officers, employees or advisors of its portfolio companies (including the Recipient) (such individuals, \u201cDual Role Persons\u201d). No such portfolio company (other than Recipient) will be deemed to have received, or to have been made aware of, Evaluation Material solely due to such dual roles of such Dual Role Persons, so long as such Dual Role Persons do not provide any Evaluation Material to the other board members, officers, employees or advisors of such company (excluding other Dual Role Persons). KPS is not permitted to share Evaluation Material with its portfolio companies (other than the Recipient) without the further written approval of the Disclosing Party.\n(d) Without the Recipient\u2019s prior written consent, the Disclosing Party shall not, and shall direct its Representatives not to, disclose to any Person, any Transaction Information that would reasonably be expected to identify the Recipient or the identity of any of its affiliates. The Disclosing Party shall be responsible for any and all breaches of the terms of this clause by its Representatives (including, for the avoidance of doubt, any failure by its Representatives to comply with directions required hereunder). However, the foregoing shall not restrict any disclosures which the Disclosing Party or its Representatives determine in their discretion are required or advisable for legal or regulatory reasons, including disclosures to regulatory or self-regulatory authorities or pursuant to stock exchange rules or other disclosures which are customary for listed companies.\nSection 14. Miscellaneous.\n(a) Notices. All notices, requests, demands and other communications to any party or given under this Agreement must be in writing and delivered personally, by overnight delivery or courier or by registered mail to the parties at the address specified for such parties on the signature pages hereto (or at such other address as may be specified by a party in writing given at least five business days prior thereto).\n(b) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.\n\u30fc 8 \u30fc\n(c) Amendment of Agreement. This Agreement may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto.\n(d) Successors and Assigns; Assignability. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of, the parties hereto. This Agreement may not be assigned by any party without the prior written consent of the other party. Any assignment or attempted assignment in contravention of this subsection shall be void ab initio and shall not relieve the assigning party of any obligation under this Agreement.\n(e) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that state, without reference to conflicts of laws provisions.\n(f) Integration. This Agreement contains and constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto with respect to the subject matter hereof. In the event of a conflict between this Agreement and any conflicting terms and conditions connected to a virtual dataroom or other document sharing platform, this Agreement shall control.\n(g) Severability. If any term or provision of this Agreement shall be determined to be invalid, illegal or incapable of being enforced by any rule of law, public policy or other reason, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the protections afforded hereby are fulfilled to the maximum extent possible.\n(h) No Waiver; Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law.\n(i) No Third-Party Rights. This Agreement is not intended, and shall not be construed, to create any rights in any parties other than the Disclosing Party, the Recipient and their respective Representatives and no Person may assert any rights as third-party beneficiary hereunder, except for the rights of the Indemnified Persons under Section 11 hereof. The parties acknowledge and agree, for the avoidance of doubt, that the parties hereto intend that the Disclosing Party\u2019s subsidiaries are third-party beneficiaries hereof.\n(j) Waiver of Jury Trial. EACH OF THE DISCLOSING PARTY AND THE RECIPIENT HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING OR ACTION TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY LAWSUIT, PROCEEDING OR ACTION WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.\n\u30fc 9 \u30fc\n(k) Submission to Jurisdiction. Each of the Disclosing Party and the Recipient hereby (i) agrees that any lawsuit, proceeding or action with respect to this Agreement may be brought only in the courts of the State of New York sitting in the Borough of Manhattan of the City of New York or of the United States of America for the Southern District of New York, (ii) accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts, (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any lawsuit, proceeding or action in those jurisdictions, and (iv) irrevocably consents to the service of process of any of the courts referred to above in any lawsuit, proceeding or action by the mailing of copies of the process to the parties hereto as provided in clause (a) above. Service effected as provided in this manner will become effective ten calendar days after the mailing of the process.\n(l) Term. This Agreement shall terminate and be of no further force or effect on the date which is two (2) years from the date hereof; provided, however, that, (i) with respect to Evaluation Material that is a Trade Secret under applicable law, the confidentiality obligations set forth herein shall continue to apply so long as such Evaluation Material remains a trade secret under applicable law and (ii) with respect to Evaluation Material that is retained pursuant to Section 8, the confidentiality obligations set forth herein shall continue to apply for an additional five (5) years following such termination.\n(m) No Strict Construction. This Agreement was negotiated fully and equally between the parties and their legal counsel, and any ambiguity in this Agreement shall not be construed against any particular party as a result of the drafting hereof.\n[Signature page follows]\n\u30fc 10 \u30fc\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first written above.\nDISCLOSING PARTY:\nAddress for Notices: Tower International, Inc.\nTower International, Inc. 17672 Laurel Park Drive N\nSuite 400E\nLivonia, Michigan 48152\nAttn: Nanette Dudek By: /s/ James C. Gouin\n Name: James C. Gouin\n Title: Chief Executive Officer\nRECIPIENT:\nAddress for Notices: Autokiniton Global Group, Inc.\nAutokiniton Global Group, Inc. 17757 Woodland Drive\nNew Boston, MI 48164\nAttn: George Thanopoulos By: /s/ George Thanopoulos\n Name: George Thanopoulos\n Title: CEO\n", - "spans": [ - [ - 0, - 8 - ], - [ - 8, - 14 - ], - [ - 15, - 40 - ], - [ - 41, - 284 - ], - [ - 285, - 293 - ], - [ - 294, - 643 - ], - [ - 644, - 868 - ], - [ - 869, - 878 - ], - [ - 879, - 1166 - ], - [ - 1167, - 1191 - ], - [ - 1191, - 1281 - ], - [ - 1282, - 1310 - ], - [ - 1310, - 1834 - ], - [ - 1834, - 2159 - ], - [ - 2159, - 2554 - ], - [ - 2554, - 2675 - ], - [ - 2675, - 2683 - ], - [ - 2683, - 2706 - ], - [ - 2706, - 3116 - ], - [ - 3116, - 3456 - ], - [ - 3456, - 3658 - ], - [ - 3658, - 3799 - ], - [ - 3800, - 4037 - ], - [ - 4038, - 4266 - ], - [ - 4267, - 5194 - ], - [ - 5194, - 5355 - ], - [ - 5355, - 5764 - ], - [ - 5765, - 5843 - ], - [ - 5843, - 5885 - ], - [ - 5885, - 6197 - ], - [ - 6198, - 6262 - 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(including, where the context requires, its subsidiaries and affiliates, \u201cRecipient\u201d). In consideration of the mutual covenants and conditions contained herein, to induce the Company to provide certain information to Recipient and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement do hereby agree as follows:\n1. Definition of Confidential Information. For all purposes of this Agreement, the term \u201cConfidential Information\u201d shall collectively refer to all information or material disclosed or provided by the Company to Recipient, either orally or in writing, or obtained by Recipient from a third party or any other source, regardless of the manner in which it is furnished, concerning any aspect of the business or affairs of the Company or its \u201caffiliates\u201d (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d)). Confidential Information also includes any notes, analyses, compilations, data, forecasts, reports, summaries, studies or other material or documents prepared by Recipient which contain, reflect or are based, in whole or in part, on the Confidential Information.\nNotwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of Recipient, (ii) was already in Recipient\u2019s possession or known to Recipient prior to being disclosed or provided to Recipient by or on behalf of the Company, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect thereto, (iii) was or is obtained by Recipient from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information or material, or (iv) is independently developed by the Recipient without use of or reference to the Confidential Information.\n2. Restrictions on Disclosure and Use. Recipient does hereby covenant and agree with the Company as follows:\n2.1 Non-disclosure. Recipient shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity, (i) any information about a potential transaction between Recipient and the Company (the \u201cTransaction\u201d) or the fact that Recipient has received, or may receive, Confidential Information and is considering the Transaction and all discussions between the Company and Recipient related thereto, including the existence of this Agreement, except that (subject to Section 2.2 below) Recipient may make such disclosure if it has received the reasonable written advice of its outside counsel that such disclosure must be made in order that Recipient not commit a violation of law, and (ii) the Confidential Information, except to those officers, employees or other authorized Representatives (as defined herein) and who shall agree to be bound by the terms of this Agreement, and except as otherwise consented to in writing by the Company. Recipient shall take all actions reasonably necessary to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement. Recipient agrees not to contact any shareholders, directors, officers, employees, agents, customers, or suppliers of the Company or its affiliates with respect to the Transaction or for the purpose of obtaining information for use in evaluating the Transaction, without the Company\u2019s prior written consent. Recipient further agrees that all inquiries, requests for information and other communications concerning the Transaction shall be made only through Guggenheim Securities, LLC (\u201cGuggenheim\u201d). Company agrees that, without Recipient\u2019s prior written consent, it and its Representatives will not disclose to any other person the fact that Recipient is considering the Transaction, that this Agreement exists, that the Confidential Information has been made available to Recipient, that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect thereto including the status thereof, the valuation, or indicative offers, or proposals.\n2.2 Request for Production of Confidential Information. In the event that Recipient is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, Recipient shall provide the Company with prompt written notice of any such request or requirement prior to such disclosure so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Recipient is nonetheless, legally compelled to disclose Confidential Information, Recipient may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which outside counsel advises, in writing, Recipient is legally required to be disclosed, provided that Recipient shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.\n2.3 Ownership. The Confidential Information is owned solely and exclusively by the Company and shall remain the exclusive property of the Company. No right, title or interest in or to any of the Confidential Information or any material developed therefrom is transferred to Recipient hereby or by its delivery to Recipient hereunder.\n2.4 Use. Recipient agrees not to use any Confidential Information of the Company for any purpose except to evaluate and engage in discussions regarding the Transaction. Recipient agrees not to disclose any Confidential Information of the Company to anyone, except to those directors, officers, employees, or Representatives of the Recipient who are required to have the information in order to evaluate or engage in discussions concerning the Transaction. Recipient shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Company\u2019s Confidential Information and which are provided to the Recipient hereunder.\nNotwithstanding the above, the Recipient may disclose Confidential Information to (1) directors, officers, and employees of its parent company or, (2) directors, officers, and employees of a wholly-owned subsidiary of its parent company or, (3) directors, officers employees of the Recipient\u2019s wholly owned subsidiaries, or, (4) agents or advisors of Recipient, including, without limitation, attorneys, accountants, consultants, bankers and financial advisors (collectively, \u201cRepresentatives\u201d) who are party to an associated non-disclosure agreement with Recipient, provided that such Representatives have a need to know for the purposes of this Agreement and are under an obligation to hold such information in confidence. Prior to providing the Confidential Information to any Representative, the Recipient shall notify each Representative to whom such disclosure is made that such Confidential Information is received in confidence and direct such Representative to maintain such confidentiality and not to use the Confidential Information for any purpose other than its evaluation of the Transaction. Recipient agrees that it will be responsible for any breach by its Representatives of the confidentiality and non-use provisions of this Agreement, except to the extent that any such Representative shall have entered into its own definitive confidentiality agreement with the Company.\n3. No Solicitation. For a period of eighteen (18) months from the date of this Agreement, Recipient will not directly or indirectly (and will not cause or permit any person controlled by Recipient to), solicit for employment, offer to hire, employ, hire, otherwise contract for the services of, or otherwise interfere with the employment relationship of any individual who is an employee of the Company or its affiliates and who is named in the Confidential Information Memorandum furnished by Company (or other similar document) or whom Recipient learns of by name through due diligence efforts provided, however, that this prohibition shall not apply to any person (i) who responds to a general employment advertisement, social media, or whose resume is posted on social media sites, or use of employment agencies, not specifically directed at the Company\u2019s employees, (ii) who has been terminated by the Company prior to commencement of employment discussions with Recipient or its Representatives, (iii) with whom Recipient is currently engaged in employment discussion (as evidenced by written documentation in the event of a dispute), or (iv) who was solicited for employment, offered to hire, employed, hired, or otherwise contracted for the services of the Company with the Company\u2019s prior written consent.\n4. Return of Confidential Information. Recipient shall, upon accomplishing the limited purpose of evaluating the Transaction, or at any time upon the request of the Company, immediately destroy or return to the Company all Confidential Information (including notes, writings and other material developed therefrom by Recipient) and all copies thereof and retain none for its files. Notwithstanding the foregoing, neither the Recipient nor its Representatives will be required to erase electronically stored Confidential Information that has been saved to a back-up file or other electronic medium in accordance with its or its Representatives\u2019 ordinary back-up practices. Notwithstanding such return or destruction, Recipient shall continue to be bound by this Agreement.\n5. Anti-Clubbing.\n5.1 The Recipient hereby represents and warrants that the Recipient is not acting as a broker for any other Person in connection with the Transaction, and is considering the Transaction only for its own account and for the account of its affiliates. Except with the prior written consent of the Company, the Recipient agrees that (i) it will not act as a joint bidder or co-bidder with any other person with respect to the Transaction, and (ii) the Recipient will not enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other person regarding the Transaction, other than the Company and its representatives, and the Recipient\u2019s Representatives (to the extent permitted hereunder).\n5.2 Notwithstanding anything to the contrary contained herein, without the prior written consent of the Company, the Recipient agrees that it will not disclose any Confidential Information to any actual or potential sources of financing (debt, equity or otherwise).\n6. Standstill. Unless approved in advance in writing by the board of directors of the Company, the Recipient agrees that it will not, for a period of one (1) year after the date of this Agreement, directly or indirectly:\n6.1 make any statement or proposal to the board of directors of any of the Company, any of the Company\u2019s Representatives or any of the Company\u2019s stockholders regarding, or make any public announcement, proposal or offer (including any \u201csolicitation\u201d of \u201cproxies\u201d as such terms are defined or used in Regulation 14A of the Exchange Act) with respect to, or otherwise solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or media) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company or any of its subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company or any of its subsidiaries, (iii) any acquisition of any of the Company\u2019s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of the Company\u2019s loans, debt securities, equity securities or assets, (iv) any proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management, board of directors or policies of any of the Company, (v) any request or proposal to waive, terminate or amend the provisions of this Agreement or (vi) any proposal, arrangement or other statement that is inconsistent with the terms of this Agreement, including this Section 6;\n6.2 instigate, encourage or assist any third party (including forming a \u201cgroup\u201d within the meaning of Section 13(d)(3) of the Exchange Act with any such third party) to do, or enter into any discussions or agreements with any third party with respect to, any of the actions set forth in clause 6.1 above;\n6.3 acquire (or offer, propose or agree to acquire), or solicit an offer to acquire, of record or beneficially, directly or indirectly, acting alone or in concert, by purchase or otherwise, any loans, debt securities, equity securities or assets of the Company or any of its subsidiaries, or rights or options to acquire interests in any of the Company\u2019s loans, debt securities, equity securities or assets, except that Recipient may beneficially own up to 4.9% of the Company\u2019s outstanding loans, debt securities and equity securities and may own an amount in excess of such percentage solely to the extent resulting exclusively from actions taken by the Company;\n6.4 acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of the Company or any of its affiliates or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company or any of its affiliates, except for such assets as are then being offered for sale by the Company or any of its affiliates;\n6.5 arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any voting securities of the Company or any securities convertible into or exchangeable or exercisable for any voting securities or assets of the Company, except for such assets as are then being offered for sale by the Company or any of its affiliates; or\n6.6 take any action which would reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding any of the actions set forth in clauses 6.1-6.3 above.\n6.7 The foregoing restrictions shall not apply to any of the Recipient\u2019s Representatives effecting or recommending transactions in securities (a) in the ordinary course of its business as an investment advisor, broker, dealer in securities, market maker, specialist or block positioner and (b) not at the direction or request of the Recipient.\n6.8 Notwithstanding the foregoing provisions of this Section 6, the restrictions set forth in this Section 6 shall terminate and be of no further force and effect if the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of the Company\u2019s equity securities or all or substantially all of the Company\u2019s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise).\n7. No Representations or Warranties. The Confidential Information is being provided to Recipient \u201cas is\u201d and without any representation or warranty of any kind, either express or implied, regarding the accuracy or completeness or other quality of the Confidential Information. In no event shall the Company or its affiliates or any of their respective directors, officers, employees, agents or Representatives (including, without limitation, Guggenheim) have any liability to Recipient relating to or arising out of any use of the Confidential Information.\n8. Indemnification. Recipient shall indemnify and hold harmless the Company and its affiliates and their respective directors, officers, employees, agents and Representatives from and against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys\u2019 fees and expenses) caused by or arising out of any breach of this Agreement by Recipient or any breach for which Recipient is responsible hereunder. In any and all actions, suits, proceedings, claims, demands or judgments arising out of or related to this agreement the prevailing party shall be entitled to recovery of attorney\u2019s fees and other costs and expenses.\n9. Equitable Remedies. Recipient hereby agrees that its failure to perform any obligation or duty which it has agreed to perform under this Agreement will cause irreparable harm to the Company, which harm cannot be adequately compensated for by money damages. It is further agreed by Recipient that an order of specific performance or for injunctive relief against Recipient in the event of a breach or default under the terms of this Agreement would be equitable and would not work a hardship on Recipient. Accordingly, in the event of a breach or default by Recipient hereunder, the Company, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right either to compel specific performance by, or to obtain injunctive relief against, Recipient, with respect to any obligation or duty herein or breach thereof.\n10. No Licenses Granted. The Company grants no licenses, by implication or otherwise, under any patent, copyright, trademark, intellectual property rights, trade secret or other rights by disclosing Confidential Information under this Agreement.\n11. Definitive Agreement. The Company and the Recipient understand and agree that no contract or agreement providing for any transaction involving the Company or Recipient shall be deemed to exist between Recipient and the Company unless and until a final definitive agreement has been executed and delivered, and the Company and the Recipient hereby waive in advance, any claims (including, without limitation, breach of contract) in connection with any such transaction unless and until Recipient and the Company shall have entered into a final definitive agreement. The Company and the Recipient also agree that unless and until a final definitive agreement between Recipient and the Company has been executed and delivered, neither Recipient nor the Company will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein. The Company reserves the right, in its sole discretion, to reject any and all proposals made by Recipient and to terminate discussions and negotiations with Recipient at any time. Recipient further understands that (i) the Company shall be free to conduct any process for any transaction involving the Company, if and as the Company in its sole discretion shall determine (including, without limitation, negotiating with any other interested party and entering into a definitive agreement without prior notice to Recipient or any other person), (ii) any procedures relating to such process or transaction may be changed at any time in the Company\u2019s sole discretion without notice to Recipient or any other person, and (iii) Recipient shall not have any claims whatsoever against the Company or any of its agents or representatives (including, without limitation, Guggenheim) arising out of or relating to any transaction involving the Company (other than any claims against the parties to a definitive agreement with Recipient in accordance with the terms thereof) nor, unless a definitive agreement is entered into with Recipient, against any third party with whom a transaction is entered into.\n12. Trading in Securities. Recipient acknowledges that it is aware, and agrees to advise its directors, officers, employees, agents and Representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has material, non-public information concerning the Transaction from purchasing or selling securities of a company that may be a party to such Transaction or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n13. Export. Recipient and its employees shall abide by all export laws, rules and regulations of the United States Government, or any agency thereof, including, but not limited to, the Export Control Regulations of the US Department of Commerce, the International Traffic in Arms Regulations of the US Department of State, and the National Industrial Security Program Operating Manual (DOD 5220.22-M), in connection with the disclosure, use, export and/or re-export of all information disclosed under this Agreement.\n14. Miscellaneous. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns, but this Agreement shall not be assignable by Recipient without the prior written consent of the Company. This Agreement constitutes the complete agreement between the parties hereto with respect to the subject matter hereof and shall continue in full force and effect until terminated by mutual agreement of the parties hereto. The section headings used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the internal laws of the State of Maryland, without giving effect to the principles of conflicts of law thereof, and each party consents to personal jurisdiction in such state and voluntarily submits to the jurisdiction of the state and federal courts in Baltimore, Maryland, in any action or proceeding relating to this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of this Agreement. This Agreement may not be modified or amended and no provision hereof may be waived, in whole or in part, except by a written agreement signed by the parties hereto. No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.\n15. Term. This Agreement shall remain in full force and effect for two (2) years from the date hereof.\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first set forth above.\nThe KeyW Holding Corporation Jacobs Engineering Group Inc.\nBy: /s/ Philip Luci, Jr. By: /s/ Jeff Goldfarb\nTitle: EVP & General Counsel Title: SVP, Corporate Development\n", - "spans": [ - [ - 0, - 17 - ], - [ - 18, - 42 - ], - [ - 43, - 395 - ], - [ - 395, - 698 - ], - [ - 699, - 742 - ], - [ - 742, - 1266 - ], - [ - 1266, - 1528 - ], - [ - 1529, - 1632 - ], - [ - 1632, - 1729 - ], - [ - 1729, - 2072 - ], - [ - 2072, - 2327 - ], - [ - 2327, - 2436 - ], - [ - 2437, - 2545 - ], - [ - 2546, - 2566 - ], - [ - 2566, - 2694 - ], - [ - 2694, - 3072 - ], - [ - 3072, - 3272 - ], - [ - 3272, - 3527 - ], - [ - 3527, - 3784 - ], - [ - 3784, - 4091 - ], - [ - 4091, - 4283 - ], - [ - 4283, - 4793 - ], - [ - 4794, - 4850 - ], - [ - 4850, - 5459 - ], - [ - 5459, - 6191 - ], - [ - 6192, - 6207 - ], - [ - 6207, - 6339 - ], - [ - 6339, - 6525 - ], - [ - 6526, - 6695 - ], - [ - 6695, - 6982 - ], - [ - 6982, - 7198 - ], - [ - 7199, - 7281 - ], - [ - 7281, - 7346 - ], - [ - 7346, - 7440 - ], - [ - 7440, - 7524 - ], - [ - 7524, - 7924 - ], - [ - 7924, - 8305 - ], - [ - 8305, - 8589 - ], - [ - 8590, - 8610 - ], - [ - 8610, - 9257 - ], - [ - 9257, - 9461 - ], - [ - 9461, - 9592 - ], - [ - 9592, - 9734 - ], - [ - 9734, - 9904 - ], - [ - 9905, - 9944 - ], - [ - 9944, - 10287 - ], - [ - 10287, - 10577 - ], - [ - 10577, - 10676 - ], - [ - 10677, - 10694 - ], - [ - 10695, - 10699 - ], - [ - 10699, - 10945 - ], - [ - 10945, - 11025 - ], - [ - 11025, - 11135 - ], - [ - 11135, - 11443 - ], - [ - 11444, - 11709 - ], - [ - 11710, - 11725 - ], - [ - 11725, - 11930 - ], - [ - 11931, - 12432 - ], - [ - 12432, - 12572 - ], - [ - 12572, - 12699 - ], - [ - 12699, - 12917 - ], - [ - 12917, - 13111 - ], - [ - 13111, - 13204 - ], - [ - 13204, - 13334 - ], - [ - 13335, - 13639 - ], - [ - 13640, - 14304 - ], - [ - 14305, - 14449 - ], - [ - 14449, - 14539 - ], - [ - 14539, - 14752 - ], - [ - 14753, - 15110 - ], - [ - 15111, - 15308 - ], - [ - 15309, - 15313 - ], - [ - 15313, - 15451 - ], - [ - 15451, - 15599 - ], - [ - 15599, - 15652 - ], - [ - 15653, - 16226 - ], - [ - 16227, - 16264 - ], - [ - 16264, - 16504 - ], - [ - 16504, - 16783 - ], - [ - 16784, - 16804 - ], - [ - 16804, - 17227 - ], - [ - 17227, - 17443 - ], - [ - 17444, - 17467 - ], - [ - 17467, - 17704 - ], - [ - 17704, - 17952 - ], - [ - 17952, - 18356 - ], - [ - 18357, - 18382 - ], - [ - 18382, - 18602 - ], - [ - 18603, - 18629 - ], - [ - 18629, - 19172 - ], - [ - 19172, - 19540 - ], - [ - 19540, - 19720 - ], - [ - 19720, - 19755 - ], - [ - 19755, - 20085 - ], - [ - 20085, - 20258 - ], - [ - 20258, - 20736 - ], - [ - 20737, - 20764 - ], - [ - 20764, - 21363 - ], - [ - 21364, - 21376 - ], - [ - 21376, - 21880 - ], - [ - 21881, - 21900 - ], - [ - 21900, - 22160 - ], - [ - 22160, - 22383 - ], - [ - 22383, - 22529 - ], - [ - 22529, - 22956 - ], - [ - 22956, - 23388 - ], - [ - 23388, - 23554 - ], - [ - 23554, - 23755 - ], - [ - 23755, - 23937 - ], - [ - 23938, - 23948 - ], - [ - 23948, - 24040 - ], - [ - 24041, - 24161 - ], - [ - 24162, - 24220 - ], - [ - 24221, - 24267 - ], - [ - 24268, - 24330 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "Entailment", - "spans": [ - 30 - ] - }, - "nda-16": { - "choice": "Entailment", - "spans": [ - 45 - ] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 26, - 27, - 56, - 66, - 68, - 87 - ] - }, - "nda-10": { - "choice": "Entailment", - "spans": [ - 14, - 15, - 21 - ] - }, - "nda-2": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-1": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 47, - 110 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 7, - 11 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 46 - ] - }, - "nda-3": { - "choice": "Entailment", - "spans": [ - 5 - ] - }, - "nda-18": { - "choice": "Entailment", - "spans": [ - 39, - 56, - 57 - ] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 14, - 17, - 29, - 31, - 32, - 33, - 34, - 35 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 23 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 7, - 10 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 14, - 17, - 29, - 31, - 32, - 33, - 34, - 35 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 28, - 36 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001487101/000114036119008970/nc10001202x4_ex-d2.htm" - }, - { - "id": 617, - "file_name": "1501697_0001193125-19-145463_d944716dex108.htm", - "text": "Appendix B\nCONFIDENTIALITY TERMS AND CONDITIONS\n1. Definition of Confidential Information. \u201cConfidential Information\u201d shall mean any information, including but not limited to data, techniques, protocols or results, or business, financial, commercial or technical information, disclosed by one Party (each a \u201cDiscloser\u201d as applicable) to the other Party (each a \u201cRecipient\u201d as applicable) in connection with the terms of that certain Exclusive License Agreement dated December , 2016 (the \u201cLicense Agreement\u201d) and identified as confidential at the time of disclosure. Capitalized terms used in this Appendix that are not otherwise defined herein have the meanings ascribed in the License Agreement to which this Appendix is attached and made a part thereof.\n2. Exclusions. \u201cConfidential Information\u201d under this Agreement shall not include any information that (i) is or becomes publicly available through no wrongful act of Recipient; (ii) was known by Recipient prior to disclosure by Discloser, as evidenced by tangible records;\n(iii) becomes known to Recipient after disclosure from a third party having an apparent bona fide right to disclose it without any confidentiality obligation; (iv) is independently developed or discovered by Recipient without use of Discloser\u2019s Confidential Information, as evidenced by tangible records; or (v) is disclosed to another party by Discloser without restriction on further disclosure. The obligations of confidentiality and non-use set forth in this Agreement shall not apply with respect to any information that Recipient is required to disclose or produce pursuant to applicable law, court order or other valid legal process provided that Recipient promptly notifies Discloser prior to such required disclosure, discloses such information only to the extent so required and cooperates reasonably with Discloser\u2019s efforts to contest or limit the scope of such disclosure.\n3. Permitted Purpose. Recipient shall have the right to, and agrees that it will, use Discloser\u2019s Confidential Information solely for the performance of its obligations and exercise of its rights under the License Agreement (the \u201cPurpose\u201d), except as may be otherwise specified in a separate definitive written agreement negotiated and executed between the parties.\n4. Restrictions. For the term of the License Agreement and a period of [***] thereafter (and indefinitely with respect to any individually identifiable health information disclosed by BIDMC to Licensee, if any), each Recipient agrees that: (i) it will not use such Confidential Information for any purpose other than as specified herein; and (ii) it will use reasonable efforts (but no less than the efforts used to protect its own confidential and/or proprietary information of a similar nature) not to disclose such Confidential Information to any other person or entity except as expressly permitted hereunder or the License Agreement. Recipient may, however, disclose Discloser\u2019s Confidential Information only on a need-to-know basis to its and its Affiliates employees, staff members and agents (\u201cReceiving Individuals\u201d) who are directly participating in the Purpose and who are informed of the confidential nature of such information, provided Recipient shall be responsible for compliance by Receiving Individuals with the terms of this Agreement and any breach thereof Each party further agrees not to use the name of the other party or any of its Affiliates or any of their respective trustees, directors, officers, staff members, employees, students or agents in any advertising, promotional or sales literature, publicity or in any document employed to obtain funds or financing without the prior written approval of the party or individual whose name is to be used, in the case of BIDMC such approval to be given by the Public Affairs Department. This Section 4 shall survive termination or expiration of this Agreement.\n5. Right to Disclose. Discloser represents that to the best of its knowledge it has the right to disclose to each Recipient all of Discloser\u2019s Confidential Information that will be disclosed hereunder.\n6. Ownership. All Confidential Information disclosed pursuant to this Agreement, including without limitation all written and tangible forms thereof, shall be and remain the property of the Discloser. Upon termination of this Agreement, if requested by Discloser, Recipient shall return or destroy at Discloser\u2019s discretion all of Discloser\u2019s Confidential Information, provided that Recipient shall be entitled to keep one copy of such Confidential Information in a secure location solely for the purpose of determining Recipient\u2019s legal obligations hereunder.\n7. No License. Nothing in this Agreement shall be construed as granting or conferring, expressly or impliedly, any rights by license or otherwise, under any patent, copyright, or other intellectual property rights owned or controlled by Discloser relating to Confidential Information, except as specifically set forth in the License Agreement.\n8. Remedies. Each party acknowledges that any breach of this Agreement by it may cause irreparable harm to the other party and that each party is entitled to seek injunctive relief and any other remedy available at law or in equity.\n9. Export Restrictions. The Confidential Information is subject to the export and customs laws and regulations of the United States and any other applicable country and neither party will export, re-export or transship, directly or indirectly, such information to any country without first obtaining proper governmental approval, as necessary. Licensee will not disclose any export controlled information to BIDMC without the express prior written consent of BIDMC Technology Ventures Office. Licensee will indemnify BIDMC for any and all claims, actions, damages or liabilities of any kind related to Company\u2019s failure to comply with this section.\n10. General. These Confidentiality Terms and Conditions, along with the License Agreement, contain the entire understanding of the parties with respect to the subject matter hereof, and supersede any prior oral or written understandings between the parties relating to confidential treatment of information. Sections 1, 2, 4, 7, 10 and 11 of these Confidentiality Terms and Conditions shall survive any expiration or termination of the License Agreement.\n", - "spans": [ - [ - 0, - 10 - ], - [ - 11, - 47 - ], - [ - 48, - 91 - ], - [ - 91, - 567 - ], - [ - 567, - 756 - ], - [ - 757, - 859 - ], - [ - 859, - 934 - ], - [ - 934, - 1029 - ], - [ - 1030, - 1189 - ], - [ - 1189, - 1338 - ], - [ - 1338, - 1428 - ], - [ - 1428, - 1915 - ], - [ - 1916, - 1938 - ], - [ - 1938, - 2281 - ], - [ - 2282, - 2299 - ], - [ - 2299, - 2522 - ], - [ - 2522, - 2624 - ], - [ - 2624, - 2921 - ], - [ - 2921, - 3841 - ], - [ - 3841, - 3914 - ], - [ - 3915, - 3937 - ], - [ - 3937, - 4116 - ], - [ - 4117, - 4131 - ], - [ - 4131, - 4318 - ], - [ - 4318, - 4677 - ], - [ - 4678, - 4693 - ], - [ - 4693, - 5021 - ], - [ - 5022, - 5035 - ], - [ - 5035, - 5254 - ], - [ - 5255, - 5279 - ], - [ - 5279, - 5599 - ], - [ - 5599, - 5748 - ], - [ - 5748, - 5903 - ], - [ - 5904, - 5917 - ], - [ - 5917, - 6212 - ], - [ - 6212, - 6358 - ] - ], - "annotation_sets": [ - { - "annotations": { - "nda-11": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-16": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-15": { - "choice": "Entailment", - "spans": [ - 23, - 26 - ] - }, - "nda-10": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-2": { - "choice": "Contradiction", - "spans": [ - 3 - ] - }, - "nda-1": { - "choice": "Entailment", - "spans": [ - 3 - ] - }, - "nda-19": { - "choice": "Entailment", - "spans": [ - 15, - 16, - 17, - 19, - 35 - ] - }, - "nda-12": { - "choice": "Entailment", - "spans": [ - 5, - 9 - ] - }, - "nda-20": { - "choice": "Entailment", - "spans": [ - 24 - ] - }, - "nda-3": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-18": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-7": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-17": { - "choice": "NotMentioned", - "spans": [] - }, - "nda-8": { - "choice": "Entailment", - "spans": [ - 11 - ] - }, - "nda-13": { - "choice": "Entailment", - "spans": [ - 5, - 8 - ] - }, - "nda-5": { - "choice": "Entailment", - "spans": [ - 18 - ] - }, - "nda-4": { - "choice": "Entailment", - "spans": [ - 13, - 15, - 16 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001501697/000119312519145463/d944716dex108.htm" - }, - { - "id": 618, - "file_name": "1561604_0001193125-12-472390_d438799dex99d3.htm", - "text": "EXECUTION COPY\nAMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT\nThis Amended and Restated Mutual Nondisclosure Agreement (this \u201cAgreement\u201d), by and between JDA Software Group, Inc., a Delaware corporation (together with its subsidiaries, \u201cJDA\u201d), and RedPrairie Holding, Inc., a Delaware corporation (together with its subsidiaries and New Mountain Capital, LLC, \u201cRHI\u201d) (each a \u201cParty\u201d and collectively, the \u201cParties\u201d), is dated as of the latest date set forth on the signature page hereto.\n1. General. In connection with the consideration of a possible transaction involving RHI and JDA (a \u201cPossible Transaction\u201d), the Party referred to as the \u201cProvider\u201d is prepared to make available to the Party referred to as the \u201cRecipient\u201d certain \u201cEvaluation Material\u201d (as defined in Section 2 below) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as hereinafter set forth.\n2. Definitions.\n(a) The term \u201cEvaluation Material\u201d means information concerning the Provider which is furnished on or after November 8, 2011 to the Recipient or its Representatives (as defined below) on the Recipient's behalf in connection with the Recipient\u2019s evaluation of a Possible Transaction, including its business, financial condition, operations, assets and liabilities, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by the Recipient or its Representatives to the extent containing or which are based upon, in whole or in part, the information furnished by the Provider hereunder, The term Evaluation Material does not include information which (i) is or becomes publicly available other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient\u2019s or its Representatives possession prior to its being furnished to the Recipient or its Representatives by or on behalf of the Provider, provided that the source of such information was not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to the Recipient or its Representatives on a non-confidential basis from a source other than the Provider or its Representatives, provided that the source of such information was not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iv) was or is independently developed by the Recipient or the Recipient\u2019s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives.\n(b) The term \u201cRepresentatives\u201d in the case of JDA shall mean the directors, officers, employees, counsel, investment bankers, financial advisors, agents, consultants, advisors, accountants or auditors of JDA. The term \u201cRepresentatives\u201d in the case of RHI shall mean the directors, officers, employees, counsel, and with prior written consent of JDA (not to be unreasonably withheld), investment bankers, financial advisors, potential sources of capital or financing (debt or equity), agents, consultants, advisors, accountants or auditors of RHI. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of RHI to discuss with, or engage, Greenhill & Co, or Bain & Company to act as its consultant, investment banker or financial advisor in connection with a Possible Transaction or to discuss with, or engage, Deloitte as its advisor or accountant in connection with a Possible Transaction.\n(c) The term \u201cPerson\u201d includes the media and any corporation, partnership, group, individual or other entity.\n3. Use of Evaluation Material. The Recipient and its Representatives will use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and, subject to Section 5, will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to the Recipient\u2019s Representatives for the purpose of helping the Recipient evaluate a Possible Transaction. The Recipient agrees to be responsible for any breach of this Agreement by any of the Recipient\u2019s Representatives, other than those of Recipient\u2019s unaffiliated Representatives who have entered into a separate confidentiality agreement with the Provider. This Agreement does not grant the Recipient or any of its Representatives any license to use the Provider\u2019s Evaluation Material except as provided herein. For the avoidance of doubt, RHI agrees that it shall not disclose any of the Evaluation Material provided by or on behalf of JDA to any of its affiliates that are not included in the definition of RHI.\n4. Non-Disclosure of Discussions. Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party and its Representatives will not disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof); provided, however, that JDA may make such disclosure if it does not identify RHI by name or by identifiable description. RHI agrees that neither RHI nor any Representative (to the extent acting on behalf or at the direction of RHI) of RHI will, without the prior consent of JDA (not to be unreasonably withheld), directly or indirectly, enter into any agreement, arrangement or understanding with any other person regarding a Possible Transaction (including, without limitation, financing thereof). RHI represents and warrants that, except as disclosed to JDA or its outside counsel prior to the date hereof, neither RHI nor any Representative of RHI have, prior to the date hereof, taken any of the actions referred to in the immediately preceding sentence. Without limiting the foregoing, RHI agrees that neither RHI nor any Representative (to the extent acting on behalf and at the direction of RHI) of RHI will, without the prior written consent of JDA, enter into any exclusive arrangement with respect to the provision of debt financing in connection with a Possible Transaction. For purposes of this Agreement, any agreement, arrangement or other understanding, whether written or oral, with any potential debt financing source which does, or could be reasonably expected to, legally or contractually limit, restrict or otherwise impair in any manner, directly or indirectly, such financing source from acting as a potential debt financing source to any other party with respect to a Potential Transaction shall be deemed an exclusive arrangement.\n5. Legally Required Disclosure. If the Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, the Recipient or such Representative shall provide the Provider with prompt written notice of any such request or requirement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Provider, the Recipient or any of its Representatives is nonetheless legally compelled or required by law to disclose Evaluation Material or any of the facts disclosure of which is prohibited under Section 4, the Recipient or its Representatives may, without liability hereunder, disclose to such requiring Person only that portion of such Evaluation Material or any such facts which the Recipient or its Representatives is legally compelled or required by law to disclose; provided that the Recipient and/or its Representatives exercise its commercially reasonable efforts, at the Provider\u2019s sole expense, to preserve the confidentiality of such Evaluation Material or any of such facts, including, without limitation, by reasonably cooperating with the Provider to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Evaluation Material or such facts by the Person receiving the material. Notwithstanding the foregoing, Recipient and its Representatives may disclose such information, and need not provide such notice, in connection with a routine blanket audit or proceeding (including in response to oral questions or requests for information or documents) involving the Recipient or its Representatives, as applicable, by a regulatory authority with jurisdiction over the Recipient or such Representative where neither the Provider nor the Possible Transaction is the target of such proceeding or audit. In either case, the Recipient and its Representatives shall take reasonable measures to obtain confidential treatment with respect to any such information disclosed.\n6. No Contacts. Neither Party nor any of its Representatives will, in connection with its consideration of a Possible Transaction, initiate or maintain any contact with any officer, director, employee, agent, supplier, customer, lender or competitor of the other Party, except with the prior written consent of the other Party. If discussions between the Parties regarding a Possible Transaction are terminated, the Parties and their Representatives shall promptly cease all such contacts that may have been previously authorized. Unless otherwise consented to by RHI or JDA, as applicable, in writing, all communications regarding a Possible Transaction, including (i) requests for information, (ii) requests for facility tours or management meetings, (iii) discussions or questions regarding procedures, and (iv) requests for any consent required under this Agreement, will be submitted or directed (a) in the case of RHI, to Jack Qian at New Mountain Capital LLC (212-220-5040; jqian@newmountaincapital.com), or Paul Ilse at RHI (678-639-5398; Paul.IIse@RedPrairie.com), and (b) in the case of JDA, to David Lubeck (415- 315-8612; david.w.lubeck@jpmorgan.com) or Drago Rajkovic (415-315-8100; drago.rajkovic@jpmorgan.com) of J.P. Morgan Securities LLC or their designees.\n7. \u201cClick Through\u201d Agreements. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by an offering memorandum or electronic database, dataroom, or similar repository of Evaluation Material to which the Recipient or its Representatives are granted access in connection with this Agreement or a Possible Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, \u201cclicking\u201d on an \u201cI Agree\u201d icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the Recipient\u2019s and its Representatives\u2019 confidentiality obligations with respect to the Evaluation Material are exclusively governed by this Agreement and may not be enlarged except by an agreement executed by the Parties hereto in traditional written format.\n8. Termination of Discussions. If either Party decides that it does not wish to proceed with a Possible Transaction, it will promptly inform the other Party of that decision. In that case, or at any time upon the written request of the Provider for any reason, the Recipient will, and will direct its Representatives to, within five business days after receipt of such notice or request, destroy or return all Evaluation Material in any way relating to the Provider or its products, services, employees or other assets or liabilities, and no copy or extract thereof (including electronic copies) shall be retained (except that one copy may be maintained by outside legal counsel to the Recipient for archival purposes), and the term of this Agreement shall be extended by a like number of days for each day that the Recipient or any of its Representatives is in non-compliance of this Section 8. The Recipient shall provide to the Provider a certificate of compliance with the previous sentence. Notwithstanding the return or destruction of the Evaluation Material, the Recipient and its Representatives will continue to be bound by the Recipient\u2019s obligations hereunder with respect to such Evaluation Material.\n9. No Solicitation. The Recipient will not, within one year from the date of this Agreement, solicit the employment or consulting services of any of the officers of the Provider with whom it has had contact in connection with its evaluation of a Possible Transaction, so long as they are employed by the Provider. The Recipient is not prohibited from: (i) soliciting by means of a general advertisement not directed at any particular individual or the employees of the Provider generally, or (ii) engaging any recruiting firm or similar organization to identify or solicit individuals for employment on behalf of the Recipient (and soliciting any person identified by any such recruiting firm or organization) so long as the Recipient does not identify the individuals to be solicited by such recruiting firm or organization.\n10. Standstill. RHI agrees that, for a period ending on the earlier of (x) one year after the date of this Agreement, (y) the date a public announcement is made of the entry by JDA into a binding definitive agreement with any third party to effect a purchase, tender or exchange offer, merger or other business combination that, if consummated, would result in a third party owning at least a majority of the outstanding voting securities of JDA or all or substantially all of the assets of JDA and its subsidiaries (taken as a whole) or (z) the date of commencement by a third party of a tender or exchange offer for at least a majority of the outstanding voting securities of JDA (the \u201cStandstill Period\u201d), unless specifically invited in writing by JDA or its Representatives, neither RHI nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the \u201c1934 Act\u201d)) which has been furnished with Evaluation Material pursuant hereto (including New Mountain Capital LLC) or Representatives (acting on its behalf) will in any manner, directly or indirectly:\n(a) effect, seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) to effect or participate in:\n(i) any acquisition of the equity securities (or beneficial ownership thereof) or any material assets of JDA or any of its subsidiaries,\n(ii) any tender or exchange offer, merger or other business combination involving JDA or any of its subsidiaries,\n(iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to JDA or any of its subsidiaries, or\n(iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of JDA;\n(b) form, join or in any way participate in a \u201cgroup\u201d (as defined under the 1934 Act with respect to the voting securities of JDA;\n(c) make any public announcement with respect to, or submit an unsolicited proposal for or offer of (with or without condition), any extraordinary transaction involving JDA or its voting securities or assets;\n(d) otherwise act, alone or in concert with others, to seek to change, control or influence the management, Board of Directors or policies of JDA;\n(e) take any action which might force JDA to make a public announcement regarding any of the types of matters set forth in (a) above;\n(f) enter into any discussions or arrangements with any third party with respect to any of the foregoing; or\n(g) make any public announcement inconsistent with the agreements contained in this Section,\nRHI also agrees during the Standstill Period not to request (either directly or through its affiliates or Representatives) that JDA (or its directors, officers, employees or agents), directly or indirectly, amend or waive any provision of this Section 10 (including this sentence) if such request would require JDA to publicly disclose such request. In no event shall this Section 10 be construed as prohibiting the taking of any of the aforementioned actions with respect to any Person other than JDA or any of its subsidiaries notwithstanding the fact that, at the time such action is taken, JDA (or a subsidiary thereof) may be a subsidiary of such Person.\n11. Maintaining Privileges. If any Evaluation Material includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Evaluation Material provided by a Party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.\n12. Compliance with Securities Laws. The Recipient and its Representatives agree not to use any Evaluation Material of the Provider in violation of applicable securities laws.\n13. Not a Transaction Agreement. Each Party understands and agrees that no contract or agreement providing for a Possible Transaction exists between the Parties unless and until a final definitive agreement for a Possible Transaction has been executed and delivered, and each Party hereby waives, in advance, any claims (including, without limitation, breach of contract) relating to the existence of a Possible Transaction unless and until both Parties shall have entered into a final definitive agreement for a Possible Transaction. Each Party also agrees that, unless and until a final definitive agreement regarding a Possible Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such Possible Transaction by virtue of this Agreement except for the matters specifically agreed to herein.\n14. No Representations or Warranties: No Obligation to Disclose. The Recipient understands and acknowledges that neither the Provider nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material furnished by or on behalf of the Provider and shall have no liability to the Recipient, its Representatives or any other Person relating to or resulting from the use of the Evaluation Material furnished to the Recipient or its Representatives or any errors therein or omissions therefrom. As to the information delivered to the Recipient, the Provider will only be liable for those representations or warranties which are made in a final definitive agreement regarding a Possible Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein. Nothing in this Agreement shall be construed as obligating a Party to provide, or to continue to provide, any information to any Person.\n15. Modifications and Waiver. No provision of this Agreement can be waived or amended in favor of either Party except by written consent of the other Party, which consent shall specifically refer to such provision and explicitly make such waiver or amendment. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.\n16. Remedies. Each Party understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by either Party or any of its Representatives and that the Party against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof without the requirement of posting a bond or other security. Such remedies shall not be deemed to be the exclusive remedies for a breach by either Party of this Agreement, but shall be in addition to all other remedies available at law or equity to the Party against which such breach is committed. If a court of competent jurisdiction, pursuant to a final, non-appealable order, determines that the Recipient or any of its Representatives has breached this Agreement, the Recipient shall pay the reasonable costs (including legal fees and expenses) incurred by the Provider in enforcing this Agreement.\n17. Governing Law. This Agreement is for the benefit of each Party and its successors (including any purchaser of such Party) and shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. Without limiting the generality of the foregoing, this Agreement may be enforced by any Person with which the Recipient enters into a transaction. Each Party irrevocably and unconditionally submits to the jurisdiction of the federal and state courts located in the State of Delaware, New Castle County, for the purpose of any action, suit or other proceeding arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding relating thereto except in any such court, and further agree that service of process, summons, notice or document by U.S. registered mail to its address set forth in this Agreement will be effective service of process for any action, suit or proceeding arising out of or relating to this Agreement. Each Party hereby also irrevocably and unconditionally (i) waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any such federal and state courts, and (ii) waives and agrees not to plead or claim in any such court that such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.\n18. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants or restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and if a covenant or provision is determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the Parties intend and hereby request that the court or other authority making that determination shall only modify such extent, duration, scope or other provision to the extent necessary to make it enforceable and enforce them in their modified form for all purposes of this Agreement.\n19. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship at any of the provisions of this Agreement.\n20. Term. This Agreement shall terminate two years after the date of this Agreement.\n21. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter (including that certain Mutual Nondisclosure Agreement, dated November 8, 2011, between JDA Software Group, Inc. and RedPrairie Holding, Inc.).\n22. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall be deemed to constitute a single instrument.\nIN WITNESS WHEREOF, each of the undersigned entities has caused this Agreement to be signed by its duly authorized representative as of the date written below.\nREDPRAIRIE HOLDING, INC. JDA SOFTWARE GROUP, INC.\nBy: LOGO By: LOGO\n Name: Laura L Fese Name: David Kennedy\n Title: Chief Legal Officer Title: Executive Vice President and Chief Legal Officer\nDate: 9/4/12 Date:\nAddress: 20700 Swenson Drive, Waukesha,WI 53186 Address: 14400 N. 87 Street, Scottsdale, AZ 85260-3649th\nNEW MOUNTAIN CAPITAL LLC\nBy: LOGO\n Name: Jack Qian\n Title: Vice President\nDate:\nAddress: 787 Seventh Avenue, 49 Floor, New York, NY 10019th\n", - "spans": [ - [ - 0, - 14 - ], - [ - 15, - 66 - ], - [ - 67, - 492 - ], - [ - 493, - 505 - ], - [ - 505, - 929 - ], - [ - 930, - 945 - ], - [ - 946, - 1639 - ], - [ - 1639, - 1784 - ], - [ - 1784, - 2222 - ], - [ - 2222, - 2655 - ], - [ - 2655, - 2865 - ], - [ - 2866, - 3075 - ], - [ - 3075, - 3413 - ], - [ - 3413, - 3784 - ], - [ - 3785, - 3894 - ], - [ - 3895, - 3926 - ], - [ - 3926, - 4333 - ], - [ - 4333, - 4587 - ], - [ - 4587, - 4742 - ], - [ - 4742, - 4943 - ], - [ - 4944, - 4978 - ], - [ - 4978, - 5151 - ], - [ - 5151, - 5220 - ], - [ - 5220, - 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"choice": "Entailment", - "spans": [ - 16 - ] - } - } - } - ], - "document_type": "sec-html", - "url": "https://www.sec.gov/Archives/edgar/data/0001561604/000119312512472390/d438799dex99d3.htm" - }, - { - "id": 619, - "file_name": "1574111_0001193125-14-440569_d826999dex99d5.htm", - "text": "EXHIBIT (d)(5)\nMUTUAL NON-DISCLOSURE AGREEMENT\nThis Mutual Non-Disclosure Agreement (the \u201cAgreement\u201d), effective July 31, 2014 (the \u201cEffective Date\u201d), is by and between BioMarin Pharmaceutical Inc., a Delaware corporation, with offices at 105 Digital Drive, Novato, CA 94949 (\u201cBioMarin\u201d), and Prosensa Holding N.V., a Netherlands corporation with offices at J.H. Oortweg 21, 2333 CH, Leiden, The Netherlands. (\u201cProsensa\u201d). Each of BioMarin and Prosensa may be referred to herein as a \u201cParty\u201d or collectively as the \u201cParties.\u201d\nWHEREAS, the Parties, for their mutual benefit, desire to disclose certain confidential information to one another in order to evaluate a potential business or collaborative relationship. (In the capacity of disclosing information, each Party is referred to as the \u201cDisclosing Party\u201d, and in the capacity of receiving information, each party is referred to as the \u201cReceiving Party\u201d.)\nNOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:\n1. Purpose. The Parties have entered into this Agreement to facilitate the transfer of information between them and/or one or more of their Affiliates in order for the Parties to evaluate whether or not to pursue a potential business opportunity or collaboration with respect to the development and commercialization of Prosensa\u2019s products including, but not limited to, Drisapersen (the \u201cPurpose\u201d), and solely for that Purpose, the Parties have disclosed or may disclose to each other information that is proprietary and/or confidential to the Disclosing Party which it desires be treated as confidential. For purposes of this Agreement, with respect to a Party, \u201cAffiliate\u201d shall mean a company controlled by, under the control of, or in common control with such Party.\n2. Confidential Information. As used herein, \u201cConfidential Information\u201d shall mean any and all technical and non-technical information previously, presently, or subsequently disclosed or provided by Disclosing Party and/or one or more of its Affiliates to Receiving Party and/or one or more of its Affiliates in written, oral or electronic form. Confidential Information will be deemed to include, without limitation:\n(a) any technology, inventions, products, chemical compounds and compositions, formulations, molecules, precursors, methods, concepts, ideas, plans, processes, specifications, characteristics, techniques, know-how and assays; clinical information such as raw data, scientific preclinical or clinical data, observations, records, databases, dosing regimes, clinical studies or protocols, posters, presentations and abstracts, product pipelines, timelines and schedules; business information such as development, marketing, sales, pricing and commercialization plans, forecasts, proposals, customer lists, suppliers, consulting relationships, operating, performance and cost structures, and any other non-public information or other trade secrets, whether scientific, clinical or financial in nature, relating directly or indirectly to the business of the Disclosing Party; and\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Receiving Party and that contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in Section 2(a) above;\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in Section 2(a) above has been made available to the Receiving Party; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Parties, and the proposed terms of any such transaction.\n3. Term. The term of this Agreement commences on the Effective Date and ends on the date one (1) year thereafter. Receiving Party\u2019s obligations to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement and will be binding upon Receiving Party, its heirs, successors, and assigns for a period of five (5) years from expiration or termination of this Agreement.\n4. Treatment of Confidential Information.\n(a) Use; Disclosure. Receiving Party shall use the Confidential Information solely for the Purpose defined above. Receiving Party shall not use the Confidential Information for any other purpose, including but not limited to using it in connection with the development or commercialization of any process or product, or using it in connection with any submission to any governmental agency, including any patent office or regulatory authority, or the like, without the express written permission of Disclosing Party. Receiving Party shall disseminate Confidential Information only to those employees, independent contractors, advisors, or Affiliates, on a \u201cneed to know\u201d basis in order for Receiving Party to carry out the Purpose, and Receiving Party warrants that all such employees, independent contractors, advisors, or Affiliates shall be advised of the confidential nature of the information received and that all such employees, independent contractors, advisors, Affiliates shall be bound in writing by obligations no less stringent than the terms set forth in this Agreement. Receiving Party agrees to notify Disclosing Party immediately in writing upon any loss, misuse, misappropriation, or other unauthorized disclosure of the Confidential Information of Disclosing Party that may come to Receiving Party\u2019s attention.\n(b) Degree of Care. Receiving Party shall hold the Confidential Information in strict confidence, and shall take all reasonable precautions to protect the Confidential Information at all times from unauthorized disclosure, publication, or use, including, without limitation, using at least the same degree of care as it employs to protect its own Confidential Information of like nature (but in any event no less than a reasonable degree of care), acting in a manner consistent with its obligations under this Agreement.\n(c) Exclusions. The confidentiality, non-disclosure and non-use obligations of this Agreement shall not apply to Confidential Information disclosed to the Receiving Party that: (i) can be shown by written evidence to be in the Receiving Party\u2019s possession before receipt of the Confidential Information from Disclosing Party; (ii) is independently developed by Receiving Party without the use of the Confidential Information as evidenced by written records; (iii) is or becomes publicly available through no fault of the Receiving Party; or (iv) is rightfully received by the Receiving Party on a non-confidential basis from a third party without breach of a duty of confidentiality to Disclosing Party. As used herein, the term \u201cpublicly available\u201d shall mean readily accessible to the public in a written publication, and shall not mean information the substance of which must be pieced together from a number of different publications or other sources.\n(d) Legally Required Disclosures. Nothing in this Agreement shall preclude Receiving Party from making any disclosure of Confidential Information that is required by applicable law or regulation or by a valid order of a court or other governmental body having jurisdiction, provided that Receiving Party uses best efforts to limit the scope of the required disclosure, provides notification to Disclosing Party of such requirement as soon as reasonably possible, and cooperates with Disclosing Party in seeking an appropriate protective order, confidential treatment, or similar remedy limiting the subsequent use and disclosure of any information required to be disclosed.\n(e) No Obligation to Proceed. Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement. This Agreement does not constitute a binding agreement to enter into any definitive agreement. Receiving Party understands that nothing herein requires the disclosure of any Confidential Information by Disclosing Party, which shall be disclosed, if at all, at the discretion of Disclosing Party.\n(f) Return of Materials. Immediately upon (a) termination or expiration of this Agreement, (b) the decision by either Party not to enter into the business or scientific relationship contemplated above, or (c) a request by Disclosing Party at any time, Receiving Party will promptly turn over to Disclosing Party, or destroy, all Confidential Information of Disclosing Party and all documents, media, and other tangible materials containing any such Confidential Information and any and all extracts thereof. In the event that Receiving Party destroys Confidential Information, upon the destruction thereof, Receiving Party will issue to Disclosing Party a certificate as proof of compliance with Disclosing Party\u2019s request. Notwithstanding this Section 4(f), the Receiving Party shall not be required to purge Confidential Information from its computer system\u2019s historical back-up media, provided that such Confidential Information that is retained will remain subject to the terms of this Agreement.\n(g) No Transfer or License. Nothing in this Agreement is intended to grant or transfer any right to Receiving Party under any patent, copyright or other intellectual property right of Disclosing Party, nor shall this Agreement grant or transfer to the Receiving Party any right in or to the Confidential Information except as expressly set forth herein. None of the Confidential Information which may be disclosed by Disclosing Party shall constitute any representation, warranty, assurance, guarantee or inducement by Disclosing Party to Receiving Party, including, without limitation, with respect to the non-infringement of intellectual property rights, or other rights of third persons.\n(h) Both parties hereby acknowledges that in its review the other party\u2019s Confidential Information it and its representatives will have access to material non-public information concerning this other party. Each Party acknowledges, that it and its representatives are aware, that the United States or other applicable securities laws prohibit any person, who has received from an issuer material non-public information relating to an issuer of securities, from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.\n5. Miscellaneous.\n(a) Use of Names; Publicity. Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right on Receiving Party to use in any manner Disclosing Party\u2019s name or any trade name or trademark. Receiving Party will make no public announcement or other public statement concerning the existence of this Agreement or the Parties\u2019 respective performances hereunder without the prior written consent of Disclosing Party, which may be withheld in Disclosing Party\u2019s sole and absolute discretion, except as necessary to comply with applicable law or regulations.\n(b) Assignment. Receiving Party shall not transfer or assign any rights or obligations under this Agreement without the prior written consent of Disclosing Party, which consent may be given or withheld in Disclosing Party\u2019s sole and absolute discretion.\n(c) Severability. If any provision of this Agreement should be held invalid or unenforceable, the remaining provisions shall be unaffected and shall remain in full force and effect, to the extent consistent with the intent of the parties as evidenced by this Agreement as a whole.\n(d) Waivers. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.\n(e) Notices. All notices or reports permitted or required under this Agreement will be in writing and will be sent by personal delivery or reputable expedited delivery service with signature required. All such notices or reports will be deemed given upon receipt. Notices will be sent to the addresses set forth at the beginning of this Agreement, in this section, or such other addresses as either Party may specify in writing.\n(f) Governing Law; Jurisdiction. This Agreement is made under and shall be construed according to the laws of the State of California without regard to any conflict of law principles that would provide for the application of the law of another jurisdiction. Any disputes under this Agreement may be brought in the state courts and the Federal courts located in the Northern District of California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts.\n(g) Injunctive Relief. Receiving Party agrees that disclosure of Confidential Information without the express written permission of Disclosing Party will cause Disclosing Party irreparable harm and that any breach or threatened breach of this Agreement by Receiving Party will entitle Disclosing Party to injunctive relief, in addition to any other legal and/or equitable remedies available to it. Notwithstanding clause (f), Disclosing Party may seek injunctive relief in any court of competent jurisdiction.\n(h) Independence. The Parties do not intend that any agency or partnership relationship be created between them by this Agreement.\n(i) Entire Agreement; Amendment. This Agreement constitutes the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, communications, negotiations or understandings between the Parties with respect to the matters addressed herein. No modification of or amendment to this Agreement will be effective unless in writing and signed by all Parties.\n(j) Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf), each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.\nIN WITNESS WHEREOF, the Parties have caused this Non-Disclosure Agreement to be executed as of the Effective Date.\nPROSENSA HOLDING N.V. 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(the \u201cCompany\u201d) and you (the \u201cPossible Transaction\u201d), and in order to evaluate, consider, negotiate and/or implement the Possible Transaction, you have requested information concerning the Company that is confidential and proprietary. As a condition to being furnished such confidential and proprietary information, you agree to treat any such information, whether written or oral, concerning the Company or any of its subsidiaries, Affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) or divisions (whether prepared by the Company, its advisors or otherwise) that is furnished on or after the date hereof to you by or on behalf of the Company (herein collectively referred to as the \u201cEvaluation Material\u201d) in accordance with the provisions of this letter agreement and to take or abstain from taking certain other actions herein set forth. The term \u201cEvaluation Material\u201d includes, without limitation, all notes, analyses, compilations, spreadsheets, data, reports, studies, interpretations or other documents furnished by or on behalf of the Company to you or your Representatives (as defined below) or prepared by you or your Representatives, to the extent such materials reflect or are based upon the Evaluation Material. The term \u201cEvaluation Material\u201d does not include information that (a) is or becomes available to you on a nonconfidential basis from a source other than the Company or its Representatives; provided that such source is not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation to, the Company that prohibits such disclosure, (b) is or becomes available to the public other than as a result of a disclosure by you or your Representatives in violation of this letter agreement, (c) you can demonstrate is in your possession or the possession of your Representatives prior to receipt from the Company or its Representatives pursuant to this letter agreement, or (d) has been or is independently developed by you or your Representatives without the use of the Evaluation Material or in violation of the terms of this letter agreement. For purposes of this letter agreement the term \u201cRepresentatives\u201d shall include any person, its Affiliates and such person\u2019s and its Affiliates\u2019 respective directors, officers, employees, agents, attorneys, accountants, financial advisors and other professional representatives or advisors.\n1. Non-Disclosure and Use of Evaluation Material. You hereby agree that the Evaluation Material will be kept confidential and used solely for the purpose of evaluating, considering,negotiating and/or implementing the Possible Transaction; provided, however, that the Evaluation Material may be disclosed (i) to any of your Representatives who need to know such information solely for the purpose of evaluating, considering,\nnegotiating and/or implementing a Possible Transaction, (ii) pursuant to an External Demand in accordance with paragraph 4 of this letter agreement and (iii) as the Company may otherwise consent in writing. All such Representatives shall (A) be informed by you of the confidential nature of the Evaluation Material, (B) agree to treat the Evaluation Material in accordance with this letter agreement, and (C) be advised of the terms of this letter agreement and directed to comply with the terms hereof to the same extent as if they were parties to this letter agreement. You agree to be responsible for any breaches of any of the provisions of this letter agreement by any of your Representatives (it being understood that such responsibility shall be in addition to and not by way of limitation of any right or remedy the Company may have against your Representatives with respect to such breach).\n2. Securities Laws. You hereby acknowledge that you and your Representatives are aware, and will advise your Representatives, that the Evaluation Material may contain material, non-public information about the Company and that United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling any securities of the Company while in possession of such information.\n3. Transaction Information. You will not, and will direct your Representatives not to, disclose to any person (except (i) to your Representatives who need to know such information for the purpose of evaluating, considering, negotiating and/or implementing a Possible Transaction and (ii) as the Company may otherwise consent in writing) either the fact that discussions or negotiations are taking place concerning the Possible Transaction or any of the terms, conditions or other facts with respect to the Possible Transaction, including the status thereof or that Evaluation Material has been made available to you (such information, \u201cTransaction Information\u201d); provided, however, that disclosure of Transaction Information pursuant to an External Demand shall be governed by paragraph 4 of this letter agreement; Without limiting the generality of the foregoing, you further agree that you will not share the Evaluation Material with or enter into any agreement, arrangement or understanding, or any discussions which would reasonably be expected to lead to an agreement, arrangement or understanding, with any other person, including other potential bidders and equity or debt financing sources (other than your Representatives as permitted above) regarding a Possible Transaction involving the Company without the prior written consent of the Company and only upon such person executing a confidentiality agreement in favor of the Company with terms and conditions substantially consistent with this letter agreement.\n4. Required Disclosure. Notwithstanding anything to the contrary provided in this letter agreement, in the event you or any of your Representatives receive a request or are required by any law, rule, order, decree or regulation (including, without limitation, applicable securities or antitrust laws and applicable stock exchange rules) or any regulatory authority or legal, administrative or judicial process (including, without limitation, or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner) (any such requested or required disclosure, an \u201cExternal Demand\u201d) to disclose all or any part of the Evaluation Material or the Transaction Information, you or your Representatives, as the case may be, agree, to the extent permissible and reasonably practicable, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such External Demand or Permitted Disclosure and (b) assist the Company, at the Company\u2019s request and expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained or that the Company waives compliance with the provisions hereof, (i) you or your Representatives, as the case may be, may disclose only that portion of the Evaluation Material or Transaction Information which you or your Representatives are advised by counsel is required to be disclosed and to only those persons to whom you or your Representatives are advised by counsel are required to receive such information, and you or your Representatives shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material or Transaction Information, and (ii) you or your Representatives shall not be liable for such disclosure.\n5. Communications and Requests. You agree that unless otherwise agreed to by the Company in writing, (a) all communications regarding the Possible Transaction, (b) requests for additional information regarding the Possible Transaction, (c) requests for facility tours or management meetings in connection with the Possible Transaction, and (d) discussions or questions regarding procedures, timing and terms of the Possible Transaction, will be submitted or directed exclusively to Andrew Weisenfeld (weisenfeld@mtspartners.com, 212-887-2102) of MTS Health Partners, L.P., the financial advisor to the Company or such other persons designated by the Company for such purpose.\n6. Non-Solicit. You agree that, for a period of one year from the date of this letter agreement, neither you nor any of your Affiliates who are provided with Evaluation Material or become aware of your discussions regarding the Possible Transaction will, directly or indirectly, solicit for employment or employ (a) any individual serving as an executive officer of the Company, or (b) any employee of the Company or any of its subsidiaries with whom you have had substantial contact, or who is specifically identified to you (other than through a general roster of employees, general employee equity and compensation data or other employee data provided in due diligence that is general in nature), during your investigation of the Company and its business in connection with the Possible Transaction, in each case without obtaining the prior written consent of the Company; provided that you may (i) make general solicitations for employment not specifically directed at the Company or any of its subsidiaries or their respective employees and employ any person who responds to such solicitations, (ii) solicit and/or hire any person who contacts such party or its Affiliates on his or her own initiative without any initial direct or indirect solicitation or encouragement by such party or its Affiliates (other than as permitted by the preceding clause (i) and (iii) solicit and/or hire any person whose employment with the other party and its subsidiaries previously has been terminated for at least 90 days.\n7. Standstill. You hereby acknowledge that, except as otherwise invited in writing by the Company\u2019s Board of Directors or a Representative thereof or otherwise agreed in writing by the Company, for a period of one year from the date of this letter agreement (the \u201cStandstill Period\u201d), neither you nor any of your Affiliates who are provided with Evaluation Material will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase a substantial portion of the Company\u2019s assets or businesses, or similar transactions involving the Company or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to the Company; (b) (i) acquire beneficial ownership of any voting securities (including in derivative form) of the Company (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of the Company\u2019s outstanding capital stock or consolidated assets, is referred to as a \u201cBusiness Combination\u201d), (ii) propose or seek, whether alone or in concert with others, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used in the rules of the Securities and Exchange Commission) or consents to vote any voting securities (including in derivative form) of the Company, (iii) nominate any person as a director of the Company, or (iv) propose any matter to be voted upon by the stockholders of the Company; (c) form, join or in any way participate in a third party \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) with respect to any voting securities (including in derivative form) of the Company or a Business Combination involving the Company; (d) request the Company (or any of its officers, directors or Representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); or (e) take any action that would reasonably be expected to require the Company to make a public announcement regarding a potential Business Combination; provided, however, that nothing in this paragraph shall prohibit you from making a confidential proposal to the Company or the Company\u2019s Board of Directors for a transaction involving a Business Combination (including a Possible Transaction) in a manner that would not reasonably be expected to require either party to make public disclosure with respect thereto.\nNotwithstanding anything to the contrary in this letter agreement, the Standstill Period shall automatically terminate and cease to be of any further force and effect upon the earliest to occur of any of the following: (a) the Company publicly announcing its or its Board of Directors\u2019 approval or recommendation of (A) any person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) commencing or publicly announcing an intention to commence a tender or exchange offer that, if consummated, would make such person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) (or any of their respective Affiliates) the beneficial owner (within the meaning of Section 13(d)(1) of the Exchange Act) of 50% or more of the Company\u2019s equity securities, (B) an offer or proposal by any person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) which if effected would result in the acquisition (whether by merger, consolidation, recapitalization, liquidation or otherwise) by such person or \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) of 50% or more of such other party\u2019s equity securities or a majority of the consolidated assets of the Company and its Affiliates (any such transaction, an \u201cAcquisition Transaction\u201d), or (C) any Acquisition Transaction, or (b) the Company entering into or publicly announcing its intention to enter into a definitive agreement with a third party to effectuate an Acquisition Transaction. Notwithstanding anything to the contrary in this letter agreement, you may own or acquire, or propose to acquire, any assets or securities of the Company in connection with a transaction subject to approval pursuant to proceedings under the United States Bankruptcy Code.\n8. No Representation of Accuracy. Although the Company has endeavored to include in the Evaluation Material information which it believes to be relevant for the purpose of your investigation, you understand that none of the Company or its Representatives have made or make in this letter agreement any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. You agree that none of the Company or its Representatives shall have any liability to you or any of your Representatives pursuant to this letter agreement resulting from the selection, use or content of the Evaluation Material by you or your Affiliates or Representatives. You further agree that you and your Representatives will be entitled to rely solely on such representations and warranties as may be included in a definitive agreement relating to a Possible Transaction, subject to such limitations and restrictions as may be contained therein.\n9. Destruction or Return of Evaluation Material. You may determine not to pursue a Possible Transaction at any time and for any, or no, reason, and will promptly inform the Company at any time such a decision is made. Upon the Company\u2019s demand, you shall, at your sole option, either promptly (a) destroy the Evaluation Material and any copies thereof, or (b) return to the Company all Evaluation Material and any copies thereof, and, in either case, confirm in writing to the Company that all such material has been destroyed or returned, as applicable, in compliance with this letter agreement. It is understood that information in an intangible or electronic format containing Evaluation Material cannot be removed, erased or otherwise deleted from archival systems (also known as \u201ccomputer or system back-ups\u201d) but that such information will continue to be protected under the confidentiality requirements and non-use limitations contained in this letter agreement, and you and your Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder. Notwithstanding the foregoing, you and your Representatives may retain one copy of any work product prepared by you or them that contains Evaluation Material to the extent necessary or advisable pursuant to applicable legal or regulatory requirements, professional standards or reasonable business practice; provided that you and such Representatives shall continue to be bound by the obligations of confidentiality and non-use hereunder with respect to such work product.\n10. Injunctive Relief. You acknowledge and agree that money damages may not be a sufficient remedy for any breach of this letter agreement by you or your Representatives and that the Company shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach, without proof of damages, and each party further agrees to waive, and shall cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for a breach of this letter agreement, but will be in addition to all other remedies available at law or in equity.\n11. Definitive Agreement. You agree that unless and until a definitive agreement between the Company and you with respect to the Possible Transaction (a \u201cDefinitive Agreement\u201d) has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to a Possible Transaction by virtue of this letter agreement or any other written or oral expression except, in the case of this letter agreement, for the matters specifically agreed to herein. In addition, you hereby waive, in advance, any claims (including, without limitation, breach of contract) in connection with any Possible Transaction other than claims under any Definitive Agreement relating to a Possible Transaction or under this letter agreement. For purposes of this letter agreement, the term \u201cDefinitive Agreement\u201d does not include an executed letter of intent or any other preliminary written agreement, nor does it include any oral acceptance of an offer or bid by you. The agreement set forth in this paragraph may be modified or waived only by a separate writing by the Company and you expressly so modifying or waiving such agreement.\n12. Process Agreements. You acknowledge that (a) the Company shall be free to conduct a process for a Possible Transaction as it in its sole discretion shall determine (including, without limitation, negotiating with any other prospective buyers and entering into a definitive agreement without prior notice to you or to any other person), and (b) any procedures relating to such Possible Transaction may be implemented or changed at any time prior to entry into a definitive agreement relating to such Possible Transaction without notice to you or any other person. The Company reserves the right at any time, in its sole discretion, for any reason or no reason, to reject any and all proposals made by you or any of your Representatives with regard to the Possible Transaction, to terminate discussions and negotiations with you, and to refuse to provide any further access to Evaluation Material. You further acknowledge that the Company has entered into an Agreement and Plan of Merger with REGENXBIO, Inc. and Muddy Charles Acquisition Corporation, dated August 24, 2017 (the \u201cMerger Agreement\u201d), and that you have read the Merger Agreement in its entirety, including Sections 5.3 and 5.4 therein. You agree that nothing in this letter agreement shall be deemed to restrict the Company\u2019s ability to comply with the provisions of the Merger Agreement, including Sections 5.3 and 5.4 therein, and in the case of any inconsistency between this letter agreement and the Merger Agreement, the terms of the Merger Agreement shall control with respect to any action by the Company.\n13. No Waiver. No failure or delay by the Company or any of its Representatives in exercising any right, power or privilege under this letter agreement shall operate as a waiver thereof, and no amendment, modification or waiver hereof shall be effective, unless in writing and signed by an officer or other authorized person of the Company hereto.\n14. Severability. The illegality, invalidity or unenforceability of any provision hereof under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction, nor the legality, validity or enforceability of any other provision.\n15. Governing Law and Forum. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the Chancery Courts in the State of Delaware and the United States District Court for the District of the State of Delaware for any action, suit or proceeding arising out of or relating to this letter agreement or the Possible Transaction, and agree not to commence any action, suit or proceeding related thereto except in such courts.\n16. Counterparts. 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}, - { - "id": 621, - "file_name": "1609351_0001193125-19-066373_d642137dex99d2.htm", - "text": "Exhibit 99.(d)(2)\nMUTUAL NON-DISCLOSURE AGREEMENT\nTHIS MUTUAL NON-DISCLOSURE AGREEMENT (this \u201cAgreement\u201d), entered into as of October 9, 2018 (the \u201cEffective Date\u201d), governs the disclosure of information by and between Spark Therapeutics, Inc., a Delaware corporation, having an address at 3737 Market Street, Suite 1300, Philadelphia, PA (\u201cSpark\u201d), and Roche Holdings Inc, a Delaware company having an address at 1 DNA Way, South San Francisco, CA 94080 (\u201cCompany\u201d). For purposes of this Agreement, references to each of Spark and Company, and corresponding references to disclosing party and receiving party herein, shall include the respective subsidiaries and other entities controlled, directly or indirectly by Spark or Company, as the case may be; provided, however, with respect to Company, the foregoing provision shall exclude Chugai Pharmaceutical Co., Ltd, 1-1 Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo, 103-8324 (\u201cChugai\u201d) unless the Company opts for such inclusion of Chugai and their respective subsidiaries by giving written notice to the Company.\n1. Purpose. This Agreement is made in order for each party to disclose to the other, during the term of this Agreement, such scientific, technical, business and financial information as the disclosing party may elect to disclose so that the receiving party may use the same solely for the purpose of evaluating the Confidential Information internally in connection with evaluating a possible transaction between the parties relating to one, more or all of Spark\u2019s gene therapy product candidates and/or assets (the \u201cPurpose\u201d) under terms that will protect the confidential and proprietary nature of such information.\n2. Confidential Information. As used herein, \u201cConfidential Information\u201d will mean any and all scientific, technical, business and financial information, including third party information, that is furnished or disclosed, in whatever form or medium (regardless of whether tangible, intangible, visual, or oral), to the receiving party, before or after the Effective Date. \u201cConfidential Information\u201d includes but is not limited to: (a) patent and patent applications; (b) manufacturing, including process and know-how; (c) clinical trial design or results; (d) vendors; (e) trade secrets; and (f) other proprietary information, ideas, gene sequences, cell lines, samples, chemical compounds, assays, biological materials, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, and formulae related to the current, future, and proposed products and services of each of the parties, and including without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, analyst reports, sales and merchandising, marketing plans and any additional non-public information the disclosing party provides.\n3. Obligations. Each receiving party agrees: (a) to use the disclosing party\u2019s Confidential Information solely for the Purpose stated above and for no other reason; (b) to protect the confidentiality of the disclosing party\u2019s Confidential Information; (c) not to disclose any of the disclosing party\u2019s Confidential Information to anyone, except those employees, consultants or representatives of the receiving party or its Affiliates who have a \u201cneed to know\u201d the information for the Purpose and who have signed confidentiality agreements or are otherwise bound by confidentiality and non-use obligations at least as restrictive as those contained herein; and (d) to notify appropriately such employees, consultants and representatives of the receiving party or its Affiliates that the disclosure is made in confidence and under the applicable confidentiality obligations. The receiving party agrees to be responsible for any breaches of any of the provisions of this Agreement by any of its employees, consultants or representatives. Each receiving party agrees that in the event permission is granted by the disclosing party to copy Confidential Information, each such copy will contain and state the same confidential or proprietary notices or legends, if any, that appear on the original.\n4. Exceptions. The obligations and restrictions imposed by this Agreement will not apply to any Confidential Information that the receiving party can establish by competent evidence acceptable under applicable law and as deemed appropriate by the competent court: (a) is already known to the receiving party prior to the disclosing party\u2019s disclosure; (b) is or becomes publicly available through no fault of the receiving party; (c) is obtained by the receiving party from a third party; or (d) is independently developed by the receiving party without use of or reference to any Confidential Information. Notwithstanding the foregoing, (i) any Confidential Information shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the possession of the receiving party, and (ii) any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the receiving party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the receiving party. Notwithstanding anything contained in this Agreement, other than in the case of an External Demand (as defined below), the receiving party may disclose either the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms, conditions or other facts with respect to the Purpose, including the status thereof or that Confidential Information has been made available to the receiving party (such information, \u201cTransaction Information\u201d) if but only if (i) such disclosure is required under applicable securities or antitrust laws or under applicable stock exchange rules as determined based on advice of legal counsel and (ii) such disclosure requirement does not arise from a breach of this Agreement. In the event the receiving party receives a request or is required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to a formal request from a regulatory examiner (any such requested or required disclosure, an \u201cExternal Demand\u201d) to disclose all or any part of the Confidential Information of the disclosing party or the Transaction Information, the receiving party shall (1) immediately notify the disclosing party of the existence, terms and circumstances surrounding such External Demand, (2) consult with the disclosing party on the advisability of taking legally available steps to resist or narrow such request or disclosure, and (3) assist the disclosing party, at the disclosing party\u2019s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained or that the disclosing party waives compliance with the provisions hereof, (x) the receiving party may disclose only that portion of the Confidential Information or Transaction Information which the receiving party is advised by counsel is legally required to be disclosed and to only those persons to whom the receiving party is advised by counsel are legally required to receive such information, and the receiving party shall exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information or Transaction Information, and (y) the receiving party shall not be liable for such disclosure, unless such disclosure was caused by or resulted from a previous disclosure by the receiving party not permitted by this Agreement.\n5. Handling of Information and Materials. Confidential Information will not be reproduced in any form except as required to accomplish the Purpose of this Agreement. Any reproduction of any Confidential Information of the disclosing party will remain the property of the disclosing party and will contain and state any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the disclosing party. Upon termination or expiration of this Agreement, or upon written request of the disclosing party, each receiving party will promptly destroy (to the extent reasonably practicable in case of electronic files) or return to the other all documents and other tangible materials representing the disclosing party\u2019s Confidential Information and all copies thereof. Notwithstanding the forgoing the receiving party may retain one copy of all Confidential Information in its legal department solely for archival and compliance purposes and its external advisors, if any, may keep one copy of their Confidential Information in accordance with the laws and professional standards applicable to them.\n6. No Other Rights. The parties recognize and agree that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the disclosing party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Each receiving party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the disclosing party.\n7. Standstill. Company hereby acknowledges that, unless otherwise agreed in writing by Spark, for a period of twelve (12) months from the date of this Agreement (the \u201cRestricted Period\u201d) none of Company, nor any of its Affiliates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) who are provided with Confidential Information or become aware of Company\u2019s discussions with Spark, will: (a) propose (i) any merger, consolidation, business combination, tender or exchange offer, purchase of Spark\u2019s assets or businesses, or similar transactions involving Spark or (ii) any recapitalization, restructuring, liquidation or other extraordinary transaction with respect to Spark; (b) (i) acquire beneficial ownership of any voting securities (including in derivative form) of Spark (collectively, a transaction specified in (a)(i), (a)(ii) and (b)(i) involving a majority of Spark\u2019s outstanding voting securities or consolidated assets, is referred to as a \u201cBusiness Combination\u201d), (ii) propose or seek, whether alone or in concert with others, any \u201csolicitation\u201d (as such term is used in the rules of the Securities and Exchange Commission) of proxies or consents to vote any securities (including in derivative form) of Spark, (iii) nominate any person as a director of Spark, or (iv) propose any matter to be voted upon by the stockholders of Spark; (c) directly or indirectly, form, join or in any way participate in a third party \u201cgroup\u201d (as such term is used in the rules of the Securities and Exchange Commission) (or discuss with any third party the potential formation of a group) with respect to any voting securities (including in derivative form) of Spark or a Business Combination involving Spark; (d) request Spark (or any of its officers, directors or representatives), directly or indirectly, to amend or waive any provision of this paragraph (including this sentence) in a way which would require Spark to publicly disclose the same; or (d) take any action that could require Spark to make a public announcement regarding a potential Business Combination; provided, however, that nothing in this paragraph shall prohibit Company from make a confidential proposal to Spark or Spark\u2019s Chairman of the Board of Directors for a transaction involving a Business Combination at any time for a transaction involving a Business Combination. Notwithstanding the foregoing provisions of this paragraph to the contrary, the foregoing restrictions set forth in this paragraph shall immediately and automatically terminate and cease to apply with respect to Company and its Affiliates without any further action in the event that (A) Spark\u2019s board of directors (or a committee thereof) approves, or Spark enters into a definitive agreement providing for, a Business Combination, (B) a third party commences, or announces an intention to commence, a tender or exchange offer, the consummation of which would constitute a Business Combination and (i) the board of directors (or a committee thereof) of Spark at any time recommends, or publicly discloses an intention to recommend, that Spark\u2019s shareholders tender their shares into such tender or exchange offer (as it may have been amended), or (ii) the board of directors (or a committee thereof) of Spark does not, within ten business days from the date such offer is first published, sent or given to shareholders, recommend that Spark\u2019s shareholders not tender their shares into such tender or exchange offer (as it may have been amended) or at any time thereafter changes its recommendation with respect to such tender or exchange offer (as it may have been amended) or takes any similar action that results in such board of directors no longer recommending that Spark\u2019s shareholders not tender their shares into such tender or exchange offer, (C) any person or \u201cgroup\u201d (as such term is used under the Exchange Act) commences, or announces an intention to commence, any \u201csolicitation\u201d of \u201cproxies\u201d (as such terms are used under the Exchange Act) or consents with respect to the voting securities of Spark in which such person or group would, if successful, elect or acquire the ability to elect a majority of the members of the board of directors of Spark or result in a majority of the seats of the board of directors of Spark becoming vacant, or (D) with respect to any pending tender offer or exchange offer for shares of Spark, the consummation of which would constitute a Business Combination, Spark\u2019s board of directors (or any committee thereof) no longer recommends that its shareholders tender their shares into such tender or exchange offer (as it may have been amended). The parties further acknowledge that Spark may enter into additional standstill agreements similar to the provision in this paragraph with third parties in connection with such third parties evaluating a possible transaction with Spark (\u201cOther Standstill Agreement\u201d), and the parties hereby agree that, to the extent that any such Other Standstill Agreement contains provisions that are more favorable to the third party than the provisions in this paragraph, this Agreement shall be deemed automatically amended to incorporate such more favorable terms as set forth in the Other Standstill Agreement. Following the expiration of the Restricted Period, no provision of this agreement shall restrict Company or its Affiliates, directly or indirectly, from taking any action described in this paragraph 7 (including using for the purpose of such action, but not otherwise disclosing any Confidential Information). For the avoidance of doubt, nothing in this paragraph 7 shall prevent the Company from entering into license, collaboration or other similar agreements in the ordinary course of business.\n8. Passive Investments. The provisions of paragraph 7 shall not prohibit, Company or its Affiliates from owning and/or acquiring voting shares or other ownership interests in Spark provided that Company together with its Affiliates owns, in the aggregate, not more 5% of such voting securities. The provisions of paragraph 7 shall not prohibit passive investments by a pension or employee benefit plan or trust for Company\u2019s or its Affiliates employees so long as such investments are directed by independent trustees, administrators or employees to whom no Confidential Information has been disclosed.\n9. Term and Termination. This Agreement will terminate one (1) year after the Effective Date, or may be terminated by either party at any time upon thirty (30) days written notice to the other party. The receiving party\u2019s obligations under this Agreement will survive termination or expiration of this Agreement for a period of five (5) years after the termination or expiration hereof and will be binding upon the receiving party\u2019s heirs, successors and assigns after such termination or expiration; provided that the rights and obligations in Section 7 shall expire as set forth therein.\n10. Notice. Any notice to be given hereunder by either party to the other will be in writing addressed to the address set forth in the opening paragraph above (unless either provides written notice of a different address) and will be deemed given: (a) upon delivery if sent by overnight courier; or (b) three (3) days after deposit in the mail if sent by pre-paid, certified mail, return receipt requested mail.\n11. General. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement. This Agreement supersedes all previous agreements between the parties relating to the subject matter hereof. The headings to sections of this Agreement are inserted for convenience only and will not be deemed a part hereof or affect the construction or interpretation of any provision hereof. No provision of this Agreement will be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is made in writing and signed by both parties. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflict of laws principles. Any dispute under this Agreement may be brought in the state courts and the Federal courts located in the State of Delaware, and the parties hereby consent to the personal jurisdiction and venue of these courts. Each party acknowledges and agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Agreement by the receiving party or its Affiliates or representatives and that the disclosing party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach (or threatened breach), without proof of damages, and each party further agrees to waive, and use its best efforts to cause its Affiliates and representatives to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that a party may assign this Agreement to an Affiliate or successor without the consent of the other party in connection with a merger, reorganization, consolidation, change of control, sale of substantially all assets or similar transaction of the assigning party. Neither party will export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. This Agreement may be executed in one (1) or more counterparts, each of which shall be an original and all of which together shall constitute one and the same document. Signatures delivered by facsimile, PDF or electronic mail shall be as effective as original signatures.\nIN WITNESS WHEREOF, duly authorized representatives of the parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.\nSPARK THERAPEUTICS, INC. ROCHE HOLDINGS INC.\nBy: /s/ Joseph W. LaBarge By: /s/ Bruce Resnick\nName: Joseph W. 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(f/k/a VPHealth, Inc.), a Delaware corporation (\u201cEvolent\u201d), (each, a \u201cParty\u201d, and collectively, the \u201cParties\u201d).\nRECITALS\nWHEREAS, ABCO and Evolent entered into a Services, Reseller and Non-Competition Agreement (the \u201cOriginal Agreement\u201d), effective as of August 31, 2011 (the \u201cOriginal Effective Date\u201d);\nWHEREAS, since entering into the Original Agreement, Evolent and ABCO have continued to explore ways to improve the efficiency and implementation of their relationship; and\nWHEREAS, as a result of the foregoing efforts, the Parties have agreed to amend and restate the Original Agreement as set forth in this Agreement.\nNOW, THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:\n1. DEFINITIONS. For purposes of this Agreement:\n1.1 \u201cABCO Restricted Products and Services\u201d means (a) care management services including, but not limited to, traditional disease management services, direct patient outreach and other service-based care management offerings (e.g., readmissions management teams, nurse call centers, on-site care management teams); (b) care management workflow software designed for and used by provider-owned payor organizations or other entities intending to conduct active care management campaigns targeted at managing population health/longitudinal outcomes (i.e, solutions that are the same as or substantially similar to (i.e. functionality that is redundant in substantial and material respects with) HealthPlaNet); (c) services primarily intended to support cost reduction and benefit changes for health system employees; (d) consulting services comparable and competitive with blueprint consulting services offered by Evolent as of the Effective Date (\u201cBlueprint Services\u201d), (e) Exclusive TPA Services or (f) Crimson Care Registry products. For the avoidance of doubt, Restricted Products and Services does not include behavioral health-related services or software (e.g., Askesis Development Group software), services similar to those offered by UPMC WorkPartners (e.g., \u201cTake-a-Healthy-Step\u201d or similar health and wellness programs, occupational medicine, on-site clinic implementation and administration, employee assistance services, absence management or workers\u2019 compensation services), or software or solutions similar to those offered by EBenefits Solutions, LLC.\n1.2 \u201cActive Sales Process\u201d, with respect to any Person as of any date on which Evolent proposes to add such Person to the list of Evolent Top Prospects, means such Person (a) is not an Evolent Client as of such date and (b) either (i) has purchased ABCO Restricted Products and Services from ABCO prior to such date or (b) was engaged in active discussions with ABCO about acquiring ABCO Restricted Products and Services (including, but not limited to, a review of the applicable offering of ABCO Restricted Products and Services) as of such date.\n1.3 \u201cAffiliate\u201d means any Person which Controls, is Controlled by, or is in common Control with, another Person.\n1.4 \u201cBusiness Plan\u201d has the meaning set forth in that certain Intellectual Property License and Data Access Agreement between the Parties.\n1.5 \u201cChange of Control\u201d with respect to any entity means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the subject entity, the entity\u2019s shares representing more than fifty percent (50%) of the outstanding voting power of such entity.\n1.6 \u201cConfidential Information\u201d means any and all technical and non-technical information, whether conveyed verbally, in writing, electronically or by any other means, including, but not limited to, trade secrets, source code, technology, know-how and proprietary information, techniques, plans or any other information relating to any research project, analysis, work in process, future development, scientific, engineering, marketing or business plans or financial, contractual or personnel matters relating to either Party or its present or future products, services, sales, suppliers, identity of and information relating to customers and prospective customers, customer or prospect list, prospective employees, investors or affiliates or other proprietary information disclosed or otherwise supplied in confidence by either Party to the other, to the extent that such information is provided pursuant to this Agreement by one Party to the other Party and is marked \u201cconfidential\u201d or \u201cproprietary\u201d or that should be reasonably understood by the Receiving Party (based on the nature of the information or the context in which the information is disclosed) should be considered confidential. Confidential Information will not include information to the extent that: (a) such information is or becomes publicly available other than through any act or omission of either Party in breach of this Agreement; (b) such information was received by the Receiving Party, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to the other Party; (c) such information was in the possession of the Receiving Party at the time of the disclosure or was independently developed by the Receiving Party, as reflected by the Receiving Party\u2019s internal, written and dated documentation; or (d) an applicable regulation, court order or other legal process requires the disclosure of such information, provided that prior to such disclosure the Disclosing Party will give notice to the other Party so that the other Party may take reasonable steps to oppose or limit such disclosure, so that the Disclosing Party does not disclose any more information than necessary to comply with such legal process. The burden of proof that Confidential Information falls into any one of the above exemptions will be borne by the Party claiming such exemption with documentation or other credible evidence.\n1.7 \u201cControl\u201d as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.\n1.8 \u201cEvolent Clients\u201d means entities under a current contract with Evolent for an implementation and/or long-term services contract. 1.9 \u201cEvolent Top Prospects\u201d means, as of any date, up to twenty (20) potential Evolent customers in the Evolent sales pipeline identified by Evolent that are not Evolent Clients as of such date, and (a) are engaged in active discussions with Evolent regarding purchasing Evolent products and services and/or (b) are under a current contract with Evolent for Blueprint Services or other services that do not constitute implementation or long-term services; provided, however, that (i) the list of such potential Evolent customers may be updated by Evolent on a quarterly basis, and ABCO shall have the opportunity upon receipt of each such quarterly update to notify Evolent if any of the Persons added to such list are in an Active Sales Process with ABCO and shall therefore be removed from such list, and (ii) no Person shall remain on the list of Evolent Top Prospects for more than (x) twelve (12) consecutive months, in the case of potential Evolent customers without a signed agreement with Evolent, or (y) twenty-four (24) consecutive months, in the case of potential Evolent Clients that signed an agreement for Blueprint Services with Evolent before or within twelve (12) months of being added to the list of Evolent Top Prospects.\n1.10 \u201cExclusive TPA Services\u201d means certain services as set forth on Schedule 1 of the UPMC Reseller Agreement (as in effect on the Effective Date), to the extent that UPMC Health Plan, Inc., a Pennsylvania nonprofit corporation (\u201cUPMC\u201d), has the exclusive right to provide such services to Evolent, for resale by Evolent to its customers.\n1.11 \u201cDisclosing Party\u201d means a Party that provides Confidential Information to the other Party, or the other Party\u2019s Affiliates.\n1.12 \u201cGovernmental Authority\u201d means any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body, whether domestic, foreign or international.\n1.13 \u201cLaw\u201d means all international, federal, country, state, provincial, local and other laws, rules and regulations, declaration, decree, directive, legislative enactment, order, code, ordinance, regulation, rule or other binding restriction of or by any Governmental Authority, as the same are promulgated, supplemented or amended from time to time.\n1.14 \u201cLoss\u201d individually, and collectively, \u201cLosses\u201d means all claims, liabilities, obligations, losses, costs, expenses (including, without limitation, legal, accounting and similar expenses), litigation, proceedings, fines, taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties, allegations, demands, damages (including, but not limited to, actual, punitive or consequential, foreseen or unforeseen, known or unknown, fixed or contingent, and matured or unmatured), civil and criminal violations of Law, settlements and judgments of any kind or nature whatsoever.\n1.15 \u201cPerson\u201d means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock company, trust, joint venture, unincorporated organization, governmental, judicial or regulatory body, business unit, division or any other business entity, organization or Governmental Authority.\n1.16 \u201cReceiving Party\u201d means a Party that receives Confidential Information from the other Party or the other Party\u2019s Affiliates.\n1.17 \u201cStatement of Work\u201d or \u201cSOW\u201d means an agreement by and between ABCO and Evolent that contains the detailed description of services, scope, specifications, pricing, implementation plan, timetables, milestones, and other terms and conditions for each procurement of services, as applicable.\n1.18 \u201cUPMC Reseller Agreement\u201d means that certain Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC and Evolent dated as of [the Effective Date].\n2. SERVICES TO BE PROVIDED BY ABCO.\n2.1 General Services:\n2.1.1 Minimum Purchase. The Parties hereby acknowledge and agree that Evolent has purchased from ABCO a minimum of Two Hundred Thousand Dollars ($200,000) of services (as described in Section 2.2.1) (the \u201cOriginal Minimum Purchase\u201d) for delivery between the Original Effective Date and the first anniversary thereof.\n2.1.2 Statements of Work. The specific description, price, service levels (if applicable) and other project, service, and/or customer-specific terms for a particular service that may be provided by ABCO to Evolent (each, a \u201cService\u201d, and collectively, the \u201cServices\u201d) shall be set forth in a Statement of Work that will be created on a project by project basis.\n2.2 Right of First Offer and Process for Invoking:\n2.2.1 Applicable Services. Throughout the Term, ABCO shall have the right of first offer to provide the following services to Evolent and Evolent\u2019s customers:\n(a) Physician practice management consulting and other physician practice management services;\n(b) Physician incentive design services;\n(c) Medical home development consulting services; and\n(d) Performance analytics shared with physicians with the intent to improve outcomes.\n2.2.2 Process for Exercising Right of First Offer. Evolent shall notify ABCO in writing in the event Evolent desires to receive any of the above services (\u201cFirst Offer Services\u201d). ABCO shall have a period of thirty (30) days (\u201cFirst Offer Services Evaluation Period\u201d) within which to conduct its evaluation and diligence with respect to providing such First Offer Services. Evolent shall cooperate with ABCO and provide reasonable assistance and information to ABCO to enable ABCO to conduct its evaluation. Within five (5) business days after the expiration of such First Offer Services Evaluation Period, ABCO shall notify Evolent in writing whether or not it wishes to provide such services to Evolent. If ABCO elects to provide such First Offer Services, Evolent agrees to engage in good faith negotiations with ABCO, on an exclusive basis for a period of sixty (60) days, regarding the specific terms covering such First Offer Services.\n2.3 Failure to Execute a Service Agreement for the VBC Innovation Center: The Parties acknowledge and agree that it was their intent as of the Original Effective Date to enter into a service agreement under which Evolent would engage ABCO to provide certain consulting, development and support services in connection with the creation, launch, implementation and ongoing support of a Value-Based Care Innovation Center (the \u201cVBC Innovation Center\u201d), in consideration for which Evolent would pay ABCO a fixed fee of Eight Hundred Thousand Dollars ($800,000) per year (\u201cFixed Fee\u201d) for each of the first two (2) years of the term of such VBC Innovation Center service agreement. The Parties acknowledge and agree that, notwithstanding the fact that they negotiated with diligence and in good faith the specific terms and conditions of such service agreement, the Parties were unable to reach an agreement with respect to the VBC Innovation Center. Accordingly, the Original Minimum Purchase is increased to One Million Two Hundred Thousand Dollars ($1,200,000) (the \u201cMinimum Purchase\u201d) as follows: (a) between the Original Effective Date and the second anniversary thereof, Evolent shall have purchased from ABCO a minimum of Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to such second anniversary of the Original Effective Date), and (b) inclusive of the purchases described in clause (a), between the Original Effective Date and the third anniversary thereof, Evolent shall have purchased from ABCO a minimum of One Million Two Hundred Thousand Dollars ($1,200,000) of services for delivery on or prior to such third anniversary of the Original Effective Date); provided that, for purposes of this sentence, \u201cservices\u201d shall include consulting, software, professional or analytic services provided from time to time by ABCO to Evolent (other than services in connection with the provision of any office space by or on behalf of ABCO to Evolent) or, pursuant to a joint written proposal by ABCO and Evolent, to any Evolent Client.\n2.4 Reservation of Rights: For the avoidance of doubt, Evolent is not precluded from offering and providing services directly to its customers, subject (a) to (i.e., after ABCO has had the full opportunity to exercise) ABCO\u2019s right of first offer to provide any First Offer Services in accordance with Section 2.2) and (b) to Evolent\u2019s compliance with its non-competition obligations as set forth in Section 6.2.\n2.5 Designation of Relationship Managers: In order to support the launch and ongoing success of the exclusive reseller relationship between ABCO and Evolent, each Party agrees to designate a senior level individual who will serve as the primary liaison and \u201cgo to\u201d contact and relationship manager for such Party (each, a \u201cRelationship Manager\u201d). Each Party\u2019s Relationship Manager\u2019s role and responsibilities would include: (a) facilitating day-to-day communications between the Parties regarding customer-facing activities, such as marketing, promotional and sales activities and preparing and submitting bids, proposals, responses to requests for proposals, fee estimates, Statements of Work and project plans; (b) receiving and submitting requests between the Parties for information and/or assistance; (c) overseeing the efficient knowledge transfer and flow of information between the Parties; (d) facilitating communications between the appropriate individuals within Evolent and ABCO, with respect to product and service offering development; and (e) providing the first level of performance review or escalation in the event of a Dispute as provided in Section 13. The Relationship Managers will meet regularly, but no less frequently than monthly, as reasonably necessary, to maintain a good working relationship between the Parties. Each Party may change its Relationship Manager by giving the other Party reasonable notice as long as the change is implemented in a manner that does not cause any significant disruption to each Party\u2019s business operations and business relationship.\n3. FEES; PAYMENT TERMS; SHORTFALL.\n3.1 Fees; Timing of Payments: Evolent shall pay ABCO the applicable fees for the Services performed by ABCO pursuant to a Statement of Work, as follows: (a) unless the Parties otherwise agree in writing, a deposit of 50% of the total fees for the particular project shall be paid upon signing of the Statement of Work; (b) ABCO will submit an invoice to Evolent for the balance upon completion of the work; and (c) Evolent shall pay ABCO for such invoiced amount within thirty (30) days after receipt of such invoice.\n3.2 Minimum Purchase and Shortfall: Evolent agrees to pay ABCO the Minimum Purchase. If the aggregate amount of Services actually procured by Evolent from ABCO is not equal to or greater than (a) Seven Hundred Thousand Dollars ($700,000) of services for delivery on or prior to the second anniversary of the Original Effective Date or (b) inclusive of the purchase described in clause (a), the Minimum Purchase of services for delivery on or prior to the third anniversary of the Original Effective Date, Evolent shall pay ABCO the amount of the shortfall (i.e., the difference between Seven Hundred Thousand Dollars ($700,000) or the Minimum Purchase amount, as applicable, less the sum of: (a) the aggregate fees for the actual amount of Services procured; and (b) any Credits (as provided in the next sentence) (the \u201cShortfall\u201d), if any, on or before August 31, 2013 or August 31, 2014, as applicable. In the event that ABCO refuses or fails, without reasonable cause, to provide any of the Services requested by Evolent (provided the scope of the Services requested is within the scope customarily provided by ABCO), the fees that would otherwise have been applicable had ABCO agreed to provide such Services would count as a \u201cCredit\u201d. As of the date hereof, no such Credits have accrued.\n4. TERM AND RENEWAL. The initial term of this Agreement shall commence on the Effective Date and unless sooner terminated in accordance with the terms hereof, shall continue until August 31, 2016 (\u201cInitial Term\u201d). Thereafter, this Agreement shall automatically be renewed for another five-year term (\u201cRenewal Term\u201d) unless either Party elects to terminate this Agreement by providing the other Party with written notice of termination one hundred eighty (180) days prior to the expiration of the current term. (\u201cInitial Term\u201d and \u201cRenewal Term\u201d collectively, the \u201cTerm\u201d).\n5. REFERRAL FEES, SOLICITATION AND COMPETITION AND POST-CLOSING SERVICES.\n5.1 Referral Fees:\n5.1.1 During the Term, ABCO will pay Evolent a sales referral fee for any sale made by ABCO that resulted from a \u201cnet\u201d new sale from a new customer that was not already in ABCO\u2019s sales pipeline (i.e., a \u201cwarm lead\u201d) or a then-current customer of ABCO generated directly by Evolent\u2019s efforts and without any assistance from any ABCO employee or representative (including any Evolent employee that serves on the Board of Directors of ABCO), equal to 5% of the total ABCO revenue from the new customer during the initial twelve (12) months of services under the services agreement with such new customer.\n5.1.2 During the Term, Evolent will pay ABCO a sales referral fee for any sale made by Evolent that resulted from a \u201cnet\u201d new sale from a new customer that was not already in Evolent\u2019s sales pipeline (i.e., a \u201cwarm lead\u201d) or a then-current customer of Evolent generated directly by ABCO\u2019s efforts and without any assistance from any Evolent employee or representative (including any ABCO employee that serves on the Board of Directors of Evolent), in accordance with the following terms:\n(a) ABCO will receive a one-time referral fee for any \u201cemployee health\u201d diagnostic, consulting or broker services provided by Evolent to a Covered Health System, equal to the lesser of $20,000 or 5% of the total Evolent revenue from the Covered Health System during the initial twelve (12) months of services under the service agreement with such Covered Health System.\n(b) ABCO will receive $50,000 per year for three (3) years for each health system joining Evolent as an Employee Health Platform Customer. An \u201cEmployee Health Platform Customer\u201d is defined as a health system purchasing diagnostic/consulting services and ongoing medical management/health plan services (i.e., care management, HealthPlaNet care management application, and the TPA platform, etc.).\n(c) ABCO will receive $100,000 per year for three (3) years for a health system joining Evolent as a Platform Health Plan Customer. A \u201cPlatform Health Plan Customer\u201d is defined as a health system purchasing ongoing medical management services, ongoing health plan outsourcing services (i.e., TPA) and health plan management services for purposes of a licensed insurance entity with at least fifty thousand (50,000) lives (beyond the employee population).\n(d) With the exception of making the introduction (either through an email or an in-person meeting) (to generate the \u201cwarm lead\u201d), ABCO would not be expected to perform any actual duties or incur actual cost to receive a referral fee.\n(e) The annual referral fees for each referral would be capped at the lesser of (x) 5% of annual revenue generated by Evolent for the respective customer and (y) the $50,000 or $100,000 figures described above, as applicable.\n6. SOLICITATION AND COMPETITION.\n6.1 Scope:\n6.1.1 Throughout the Term, ABCO agrees not to offer any ABCO Restricted Products and Services to (a) any Evolent Clients or (b) any Evolent Top Prospects; provided, however, that ABCO shall not be restricted from making any such offer to any Evolent Top Prospect or Evolent Client with whom ABCO was, at the time such Person was identified as an Evolent Top Prospect or became an Evolent Client, engaged in an Active Sales Process. The foregoing restrictions shall not apply in the event of a Change of Control of Evolent or in the event that ABCO ceases to be a shareholder of Evolent.\n6.1.2 None of the foregoing would prohibit ABCO from:\n(a) Marketing, offering, licensing or selling versions of any of its Crimson Population Risk Management products, or the successors to any such products, provided that such products, or the successors to any such products, are not the same as or substantially similar to (i.e., includes functionality that is redundant in substantial and material respects with) HealthPlaNet as it exists as of the Effective Date.\n(b) Supporting employers with care management related best practices and research.\n(c) Offering traditional \u201cdedicated advisor\u201d support in conjunction with ABCO\u2019s traditional business intelligence offerings.\n(d) Marketing, offering, licensing or selling its employer health product.\n(e) Providing physician management consulting and other physician management services.\n6.2 Restrictions Relating to Certain ABCO Products and Services: Evolent shall not, until the earlier of (x) ABCO\u2019s ceasing to be a shareholder of Evolent or (y) the seventh (7 ) anniversary of the date of this Agreement, promote, market, provide, offer or sellth (a) unbundled software applications, software tools or other similar technologies (including, without limitation, software as a service, analytics technology or data services) (each, a \u201cTechnology Solution\u201d), (b) consulting services that are not intended to lead to or be a part of a Blueprint Services engagement, implementation contract and/or long-term services contract, or (c) any best practices membership programs or unbundled or bundled physician practice management and other physician practice management consulting services, in each case referred to in this clause (c) that are substantially similar to, or that are competitive with, ABCO\u2019s best practices membership programs or physician practice management or other physician practice management consulting services that are offered by ABCO as of the date first written above. For the avoidance of doubt, \u201cunbundled\u201d means on a stand-alone basis, instead of \u201cbundled\u201d, which contemplates that the Technology Solution is both (i) offered as part of a \u201cpackaged\u201d, integrated offering, in conjunction with other Evolent products or services that are not Technology Solutions (and not only services that constitute customary software, data and end user support-related services), such as the Exclusive TPA Services, and (ii) incidental to the provision of such other Evolent products or services. Notwithstanding any other provision hereof, the foregoing restrictions in this Section 6.2 shall survive a Change of Control of Evolent for seven (7) years from the date of this Agreement; provided, however, that prior to the seventh (7 ) anniversary of the date of thisth Agreement, the acquiring party in a Change of Control of Evolent shall be not be subject to the foregoing restrictions with respect to any Technology Solutions or consulting services, in each case, that are unrelated to the Evolent assets acquired.\n6.3 Non-Solicitation or Hiring: During the Term and for a period of eighteen (18) months thereafter, Evolent shall not solicit or hire any of ABCO\u2019s employees without ABCO\u2019s prior written consent.\n7. EXCLUSIVE RESELLER RIGHTS FOR FUTURE PRODUCTS.\nIn the event that Evolent creates a discrete or segregable product or service that can be sold to healthcare providers, Evolent shall notify ABCO in writing of such new offerings (\u201cNew Products\u201d). ABCO shall have a period of ninety (90) days (\u201cNew Products Evaluation Period\u201d) within which to conduct its evaluation and diligence with respect to providing such New Products. Evolent shall cooperate with ABCO and provide reasonable assistance and information to ABCO to enable ABCO to conduct its evaluation. Within five (5) business days after the expiration of such New Products Evaluation Period, ABCO shall notify Evolent in writing whether or not it wishes to have the right to resell such New Products. If ABCO elects to resell such New Products, Evolent and ABCO agree to negotiate in good faith on an exclusive basis for one hundred twenty (120) days the terms of a reseller agreement, under which ABCO would be the exclusive distributor (in addition to Evolent) of such New Products.\n8. CONFIDENTIALITY.\n8.1 Confidential Information: ABCO acknowledges that in connection with its rights and obligations under this Agreement it may gain access to the Confidential Information of Evolent and its customers and Affiliates. Evolent acknowledges that in connection with its rights and obligations under this Agreement, it may gain access to the Confidential Information of ABCO and its customers and Affiliates.\n8.2 Non-Disclosure: The Receiving Party may disclose the Disclosing Party\u2019s Confidential Information strictly on a need-to-know basis to only those personnel, including employees of the Receiving Party\u2019s contractors, who require access to the Disclosing Party\u2019s Confidential Information in order to perform or derive benefit from the Services or otherwise meet its obligations under this Agreement. The Receiving Party agrees: (a) to hold the Disclosing Party\u2019s Confidential Information in strict confidence, using the same degree (but no less than a reasonable degree) of care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use the Disclosing Party\u2019s Confidential Information for any purpose other than as necessary to fulfill the Receiving Party\u2019s obligations or exercise its rights under this Agreement. Each Receiving Party is responsible for ensuring that its employees, agents and contractors strictly abide by the requirements of confidentiality and restrictions on use as provided in this Section 8.2 and shall be liable to the Disclosing Party for any acts or omissions of its employees, agents and independent contractors relating to the Disclosing Party\u2019s Confidential Information. The Receiving Party is allowed to disclose Confidential Information of the Disclosing Party to the extent required by Law or by the order or a court of similar judicial or administrative body with jurisdiction, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party\u2019s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. The provisions of this Section 8 shall survive beyond the expiration or termination of this Agreement.\n8.3 Injunctive Relief: The Parties acknowledge and agree that monetary damages may be inadequate to compensate for a breach of the provisions contained in this Section 8 or other confidentiality provisions of this Agreement. In the event of such breach, the injured Party shall be entitled to seek injunctive relief (without the need to post bond) and any and all other remedies available at Law or in equity. This Section 8.3 in no way limits the liability or damages that may be assessed against a Party in the event of a breach by the other Party of any of the provisions of this Section 8.\n8.4 Residuals: Notwithstanding anything in this Section 8 to the contrary, subject to any applicable statutory intellectual property rights applicable to patents, trademarks or copyrights, either Party may use \u201cResiduals\u201d for any purpose, including without limitation, for use in development, manufacture, promotion, sale and maintenance of its products and services; provided, however, that this right to Residuals does not represent a license under any patents, copyrights or trademarks of the Disclosing Party. The term \u201cResiduals\u201d means any information that is retained in the unaided memories of the Receiving Party\u2019s employees who have had access to the Disclosing Party\u2019s Confidential Information pursuant to the terms of this Agreement.\n9. WARRANTIES.\n9.1 Authority/No Conflict: ABCO represents and warrants that (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any Law, regulation, or agreement binding upon it, and (b) this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with its terms.\n9.2 Services: ABCO represents, warrants and covenants that the Services provided under this Agreement will be performed in a professional and workmanlike manner.\n9.3 Compliance with Laws/Approvals: Each of ABCO and Evolent shall comply in all material respects with all Laws and regulations applicable to ABCO or Evolent, as applicable, in performing its obligations under this Agreement. To the extent applicable, ABCO shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of ABCO and its contractors in connection with the performance of its obligations under this Agreement, and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under this Agreement.\n9.4 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ABCO MAKES NO OTHER WARRANTY OR REPRESENTATION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement.\n10. INDEMNIFICATION.\n10.1 IP Indemnification: ABCO shall defend, indemnify and hold harmless Evolent and its Affiliates (other than ABCO), customers, and their respective officers, directors and employees from and against any Losses resulting from a claim that the Services provided by ABCO under this Agreement infringes or misappropriates a third party\u2019s intellectual property rights. ABCO shall also use commercially reasonable efforts to modify the allegedly infringing Services to make it non-infringing, procure a license from the third party claiming infringement to permit Evolent to continue to use the Services, or provide Evolent with functionally equivalent and non-infringing Services. THIS SECTION 10.1 SETS FORTH ABCO\u2019S SOLE AND EXCLUSIVE LIABILITY, AND EVOLENT\u2019S SOLE AND EXCLUSIVE REMEDY, FOR ALLEGATIONS OR CLAIMS OF INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND ASSERTED AGAINST EVOLENT, ITS AFFILIATES (OTHER THAN ABCO), CUSTOMERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES. ABCO shall not be obligated to indemnify Evolent, its Affiliates, customers, and their respective officers, directors and employees for infringement or misappropriation claims to the extent such claims arise out of use by Evolent or its customers of any of the Services in a manner other than as contemplated by the Parties under this Agreement.\n10.2 ABCO\u2019s Indemnification: ABCO hereby agrees to indemnify, defend, and hold Evolent and its Affiliates (other than ABCO), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWs, by ABCO or its personnel (including contractors); (b) breach of any of ABCO\u2019s representations, warranties, and covenants in this Agreement; or (c) negligence or willful misconduct by ABCO or its personnel (including contractors).\n10.3 Evolent\u2019s Indemnification: Evolent hereby agrees to indemnify, defend, and hold ABCO and its Affiliates (other than Evolent), and all of their respective directors, officers, members, managers, partners, employees, agents, successors and assigns, harmless from and against any Losses arising from or related to: (a) the material breach of this Agreement, including any or all SOWS, by Evolent or its personnel (including contractors); (b) breach of any of Evolent\u2019s representations, warranties and covenants in this Agreement; or (c) negligence or willful misconduct by Evolent or its personnel (including contractors).\n10.4 Indemnification Procedure:\n10.4.1 Notice of Claim. Any Party seeking indemnification hereunder (the \u201cIndemnitee\u201d) shall notify the Party liable for such indemnification (the \u201cIndemnitor\u201d) in writing of any event, omission or occurrence that the Indemnitee has determined has given or could give rise to Losses that are indemnifiable hereunder (such written notice being hereinafter referred to as a \u201cNotice of Claims\u201d). Such Notice of Claims shall be given promptly after the Indemnitee becomes aware of its own claim or that of a third party; provided that the failure of any Indemnitee to give notice as provided in this Section 10.4.1 shall not relieve the Indemnitor of its obligations under this Section 10. A Notice of Claims shall specify in reasonable detail the nature and any particulars of the event, omission, or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, within thirty (30) days of its receipt of a Notice of Claims.\n10.4.2 Process. With respect to any third party claim, demand, suit, action, or proceeding that is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest, or otherwise protect against any such claim, demand, suit, action, or proceeding with legal counsel of its own selection (and reasonably acceptable to the Indemnitee). The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action, or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit, or action or any compromise or settlement thereof. The Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to any such third party claim, demand, suit, action or proceeding without the prior written consent of the Indemnitee, which will not be unreasonably withheld, and provided that no settlement shall require the Indemnitee to admit liability, or perform or become subject to additional obligations thereunder.\n11. LIMITS OF LIABILITY. EXCEPT WITH RESPECT TO OR BREACH BY EITHER PARTY OF THE OTHER PARTY\u2019S CONFIDENTIAL INFORMATION UNDER SECTION 8,\nNEITHER EVOLENT NOR ABCO SHALL BE LIABLE FOR, NOR WILL THE MEASURE OF DAMAGES INCLUDE, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INCOME, PROFITS, OR SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS AGREEMENT UNDER ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY\u2019S LIABILITY EXCEED THE AMOUNT OF REVENUE ACTUALLY RECEIVED BY ABCO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.\n12. TERMINATION.\n12.1 Termination for Cause: Either Party shall have the right to terminate this Agreement in the event the other Party materially violates a material provision of this Agreement and such violation is not cured or cannot be cured within thirty (30) days after written notice of such material violation.\n12.2 Survival: The rights and obligations contained in Sections 1, 5 (with respect to Evolent\u2019s payment obligations that may extend beyond the Term), 6.2, 6.3, 8, 9.4, 10, 11, 12.2, 13 and 14 shall survive any termination or expiration of this Agreement.\n13. ESCALATION; DISPUTE RESOLUTION. Subject to the terms of Section 13.5, the procedures of this Section 13 will control the resolution of any and all disputes between the Parties including, without limitation, any dispute relating to disputed monies owing or breach of warranty (each, a \u201cDispute\u201d). The Parties will seek to resolve each Dispute as follows:\n13.1 First Level Performance Review: Each Party\u2019s Relationship Manager will meet as often as will reasonably be required by either Party to review the performance of either Party under this Agreement and to resolve the Dispute. If these representatives are unable to resolve the Dispute within ten (10) business days after the initial request for a meeting, then the Parties will submit the Dispute to an executive level performance review as provided in Section 13.2 below.\n13.2 Executive Level Performance Review: Face-to-face negotiations will be conducted by a senior executive officer of each Party (or such other executive as a Party may designate). If these representatives are unable to resolve the Dispute within five (5) business days after the Parties have commenced negotiations or ten (10) business days have passed since the initial request for a meeting at this level, then the Parties may jointly engage the services of a third-party mediator.\n13.3 Arbitration: If the Parties are unable to resolve the Dispute through the alternative mechanisms described above, the Parties shall submit the Dispute for resolution through binding arbitration, except as otherwise provided in Section 13.5. The Parties agree and consent to such arbitration proceeding taking place in Wilmington, Delaware, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that discovery may be had in accordance with the Federal Rules of Civil Procedure. The Parties shall be permitted at least six (6) months from the date of the filing of the Arbitration Demand to conduct discovery. The arbitration proceedings shall be conducted by a panel of three (3) impartial arbitrators, with each Party selecting one (1) of the impartial arbitrators and those two (2) arbitrators then selecting the third impartial arbitrator, all such selections to be made through the procedures of the American Arbitration Association. At least one (1) arbitrator must be an attorney licensed under the Laws of Pennsylvania and at least one (1) arbitrator (may be the same Person as the Pennsylvania attorney) must have direct and substantial experience in the industry pertinent to the subject matter of the Dispute. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof; provided, however, in rendering its decision, the arbitrators shall be bound by the Laws of the Commonwealth of Pennsylvania (without regard to its conflicts of laws provisions) and by the terms and conditions of this Agreement setting forth the rights and responsibilities of the Parties. The decision of the arbitration panel shall be accompanied by a written opinion setting forth the factual and legal bases for the award. The arbitrators shall issue such written decision within thirty (30) days of the conclusion of the arbitration hearing. The arbitrators appointed hereunder shall not have the power to award punitive damages. Service of a petition to confirm the arbitration award may be made by United States mail, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the Party or, if not so represented, to the Party at the address set forth herein, or to the Party\u2019s last known business address. The prevailing Party in any action related to or arising under this Agreement shall be entitled to reasonable attorneys\u2019 fees and costs.\n13.3.1 For any Dispute in which the amount in controversy is at least One Million Dollars ($1,000,000), the following additional procedures apply:\n(a) a certified court reporter shall transcribe the arbitration hearings; The Parties initially split the cost of the reporter, but such costs shall ultimately be awarded to the Party prevailing in the arbitration proceeding; and\n(b) either Party may take an appeal from the final decision by making a written demand within twenty (20) days of the award.\n13.3.2 Any such appeal shall be conducted as follows:\n(a) such appeals are limited to issues of Law (i.e., the original award (1) contains material errors of Law such that the original award is not founded on any appropriate legal basis; (2) is based on factual findings clearly unsupported by the record; or (3) is subject to one or more grounds set forth in Section 10 of the Federal Arbitration Act or 42 Pa. C.S.A. \u00a77341 for vacating an award);\n(b) the Person hearing the appeal shall be a former federal judge mutually agreed to by the Parties or selected through the procedures of the American Arbitration Association. The former judge shall act as the appellate arbitrator;\n(c) the submissions on appeal are limited to (1) the record of the arbitration, (2) a 30-page brief by the appellant, (3) a 30-page brief by the appellee and (4) a 10-page response by the appellant. The appellate arbitrator will set the dates for submission of the briefs. Oral argument may be heard at the discretion of the appellate arbitrator;\n(d) the appellate arbitrator shall render a written decision within sixty (60) days of the final submission;\n(e) during the pendency of the arbitration appeal, the Parties agree to suspend any running of the time to seek enforcement of the original award. The Parties also agree to waive any appeal to state or federal courts based on the grounds set forth in Section 10 of the Federal Arbitration Act for vacating an award and 42 Pa. C.S.A. \u00a7 7341;\n(f) the appellate arbitrator must award costs and attorneys\u2019 fees to the prevailing Party; and\n(g) the decision of the appellate arbitrator shall be final.\n13.4 Continued Performance: Each Party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other Party. Accordingly, in the event of a Dispute, each Party shall continue to so perform all of its obligations under this Agreement, in good faith during the resolution of such Dispute unless and until (a) authority to stop doing so is granted or conferred by a court of competent jurisdiction or (b) this Agreement is terminated in accordance with the provisions hereof.\n13.5 Equitable Relief: Notwithstanding anything contained in this Agreement to the contrary, the Parties will be entitled to seek injunctive relief, specific performance or other equitable relief whenever the facts or circumstances would permit a Party to seek equitable relief in a court of competent jurisdiction. Without limiting the generality of the foregoing, (a) Evolent agrees that there would be irreparable harm to ABCO in the event of any such breach by Evolent of Section 6.2 and ABCO shall be entitled to (i) injunctive relief to prevent breaches of Section 6.2, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages, and (b) ABCO agrees that there would be irreparable harm to Evolent in the event of any such breach by ABCO of Section 6.1.1, and Evolent shall be entitled to (i) injunctive relief to prevent breaches of Section 6.1.1, (ii) specific performance of this Agreement, and (iii) any other remedies provided by Law or equity, including without limitation an award for damages.\n14. MISCELLANEOUS PROVISIONS.\n14.1 Good Faith and Mutual Agreement: Unless otherwise expressly stated in such provision, if a provision in this Agreement calls for the consent of a Party or the mutual agreement of the Parties, the Parties agree that each will act in good faith, will not unreasonably withhold their consent and that deference shall be given to the other Party\u2019s reasonable business requirements, and the requirements of the Parties\u2019 respective regulators and internal controls procedures.\n14.2 Independent Contractor: The relationship of ABCO to Evolent shall at all times be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, association, joint venture, or employment between the Parties. Each Party shall have the sole and exclusive control over the labor and employee relations policies and policies relating to wages, hours, working conditions, benefits, or other conditions of its personnel and shall be responsible and liable for the acts and omissions of its employees, agents and contractors.\n14.3 Assignability: Evolent has entered into this Agreement because of the expertise of ABCO, and ABCO understands that the obligations of ABCO are personal to ABCO and may not be assigned to any other company, partnership or individual without the express written consent of Evolent; provided, however, that no consent shall be required if an assignment is made in connection with a sale of all or substantially all of ABCO\u2019s assets or stock, or in connection with a merger or Change of Control. Evolent may assign this Agreement (including the licenses granted pursuant to this Agreement) to any Affiliate of Evolent as part of an internal reorganization or in connection with a sale of substantially all of its assets or stock, or in connection with a merger or Change of Control.\n14.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed and enforced in accordance with the Laws of the Commonwealth of Pennsylvania, without regard to that state or any other state\u2019s conflicts of law rules. Each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any suit or action arising from or related to this Agreement.\n14.5 Force Majeure: Neither Party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, or any other cause beyond the control of such Party, provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof, and uses its commercially reasonable efforts to cure any such breach.\n14.6 Entire Agreement: This Agreement and its exhibits, schedules, and attachments constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior written or oral representations with respect to the subject matter hereof. This Agreement may not be modified, amended, or otherwise changed in any manner except by a written instrument executed by the Party against whom enforcement is sought.\n14.7 Cumulative Remedies: Except as expressly provided in this Agreement, (a) remedies for breach are cumulative and may be exercised separately or concurrently, (b) the exercise of one remedy is not an election of that remedy to the exclusion of others, and (c) the provision for any remedy in this Agreement shall not affect remedies otherwise available at Law or in equity.\n14.8 No Third Party Beneficiaries: The Parties do not intend that this Agreement creates any right or cause of action in or on behalf of any Person other than Evolent and ABCO.\n14.9 Headings: Section headings have been included in this Agreement merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement.\n14.10 Binding Effect: The covenants and conditions contained herein will apply to and bind the successors, representatives, and permitted assigns of the Parties.\n14.11 Expenses: Each Party shall be responsible for its own legal, accounting and other transaction costs relating to the transactions contemplated in this Agreement.\n14.12 Notices: All notices required to be given hereunder shall be in writing and given hereunder, as elected by the Party giving notice, as follows: (a) by personal delivery, (b) sent by overnight courier with confirmation of receipt, or (c) dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the Parties as follows.\n If to Evolent: Evolent, Inc.\n800 N. Glebe Road, Suite 500\nArlington, VA 22203\nAttention: President\nMorgan Lewis & Bockius, LLP\n225 Franklin Street\nBoston, MA 02110\nAttention: Mark B. Stein, Esq.\nFax No.: (617) 341-7701\n If to ABCO: The Advisory Board Company\n2445 M St. NW\nWashington, DC 20037\nAttention: General Counsel\nNotice shall be deemed given (a) on the date of receipt if delivered personally; (b) on the business day following delivery of such notice to the overnight courier; or (c) three (3) business days after deposit in the mail in accordance with the foregoing. Either Party may change the address to which to send notices by notifying the other Party of such change of address in writing in accordance with the foregoing.\n14.13 Press Releases: No press releases or other public announcements concerning the transactions contemplated by this Agreement shall be made by ABCO or Evolent without the prior written consent of both Parties; provided, however, that nothing herein shall prevent a Party from supplying such information or making statements as required by governmental authority or in order for a Party to satisfy its legal obligations (prompt notice of which shall in any such case be given to the other Party).\n14.14 Severability: Any terms or provisions of this Agreement that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other term or provision herein and such remaining terms and provisions shall remain in full force and effect provided that its general purposes are still reasonably capable of being effected. All such terms or provisions which are determined by a court of competent jurisdiction or other dispute resolution proceeding to be invalid, void or illegal shall be construed and limited so as to allow the maximum effect permissible by Law.\n14.15 Waiver: The waiver by either Party to this Agreement of any one or more defaults, if any, on the part of the other, shall not be construed to operate as a waiver of any other or future defaults under the same or different terms, conditions or covenants contained in this Agreement.\nIN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.\nTHE ADVISORY BOARD COMPANY EVOLENT HEALTH, INC.\n /s/ Evan Farber\nBy: Evan Farber By:\nIts: General Counsel Its:\n[Signature Page to Amended and Restated Services, Reseller and Non-Competition Agreement]\nIN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.\nTHE ADVISORY BOARD COMPANY EVOLENT HEALTH, INC.\n /s/ Frank Williams\nBy: By: Frank Williams\nIts: Its: CEO\n", - 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(\u201cAlliqua\u201d), Alliqua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alliqua (\u201cParent\u201d and together with Alliqua, the \u201cAlliqua Entities\u201d), Chesapeake Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, and Soluble Systems, LLC, a Virginia limited liability company (the \u201cCompany\u201d), have entered into that certain Contribution Agreement and Plan of Merger, dated as of October 5, 2016 (the \u201cContribution and Merger Agreement\u201d);\nWHEREAS, [\u25cf] (the \u201cRestricted Party\u201d) acknowledges that a material aspect of the Alliqua Entities\u2019 decision to enter into the Contribution and Merger Agreement is the value and maintenance of the reputation and goodwill of the Company;\nWHEREAS, as a material inducement to the Alliqua Entities to enter into the Contribution and Merger Agreement and consummate the transactions contemplated thereby, the Company has agreed that the Restricted Party shall execute this Agreement; and WHEREAS, the Contribution and Merger Agreement contemplates that the Restricted Party shall execute this Agreement;\nNOW, THEREFORE, in consideration of the recitals and the covenants, representations, warranties, conditions and agreement hereinafter expressed, the Alliqua Entities and the Restricted Party agree as follows:\n1. Effective Date. Subject to the Closing of the transactions contemplated by the Contribution and Merger Agreement, this Agreement shall be effective as of and on the Closing Date (the \u201cEffective Date\u201d).\n2. Definitions. For all purposes under this Agreement, the following terms shall have the meaning set forth below. Any terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Contribution and Merger Agreement:\n(a) \u201cConfidential Information\u201d includes any trade secrets or confidential or proprietary information of the Company, its Affiliates, and its and their respective predecessors and successors, including, but not limited to, the following: methods of operation, products, inventions, services, processes, equipment, know-how, technology, technical data, policies, strategies, designs, formulas, developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, database schemas or tables, software, development tools or techniques, training procedures, training techniques, training manuals, business information, marketing and sales methods, plans and strategies, competitors, markets, market surveys, techniques, production processes, infrastructure, business plans, distribution and installation plans, processes and strategies, methodologies, budgets, financial data and information, customer and client information, prices and costs, fees, customer and client lists and profiles, employee, customer and client nonpublic personal information, supplier lists, business records, product construction, product specifications, audit processes, pricing strategies, business strategies, marketing and promotional practices, management methods and information, plans, reports, recommendations and conclusions, information regarding the skills and compensation of employees and contractors, and other business information disclosed to the Restricted Party by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. \u201cConfidential Information\u201d does not include, and there shall be no obligation hereunder with respect to, information that: (i) is generally available to the public on the date of this Agreement; (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was available, or becomes available, to the Restricted Party from a source other than the Alliqua Entities or its Representatives, provided that such source, to the Restricted Party\u2019s actual knowledge after reasonable inquiry, was lawfully permitted to disclose such information; or (iv) has been independently acquired or developed by the Restricted Party without violating any of the Restricted Party\u2019s obligations under this Agreement or otherwise owed to the Alliqua Entities or its Representatives.\n(b) \u201cRestricted Business\u201d shall mean the business of providing a skin substitute for chronic wound care.\n(c) \u201cRestricted Period\u201d shall mean a period commencing from the Effective Date until the two (2)-year anniversary of the Effective Date.\n3. Acknowledgement.\n(a) This Agreement is entered into in connection with the transactions contemplated by the Contribution and Merger Agreement. The parties acknowledge that it would be detrimental to the Alliqua Entities if the Restricted Party were to compete with the Alliqua Entities any time during the Restricted Period or to solicit customers, clients, employees or contractors of the Company or Alliqua Entities at any time during the Restricted Period.\n(b) The Restricted Party recognizes that the covenants set forth herein are an essential part of the transactions contemplated by the Contribution and Merger Agreement and that but for the agreement of the Restricted Party to comply with such covenants, the Alliqua Entities would not enter into the Contribution and Merger Agreement. The Restricted Party acknowledges and agrees that the covenants set forth herein are necessary to protect the legitimate business interests of the Alliqua Entities acquired pursuant to the Contribution and Merger Agreement. In addition, the Restricted Party acknowledges that the consideration paid pursuant to the terms of the Contribution and Merger Agreement is paid in part as consideration for customer and client contacts, marketplace reputation and goodwill developed by the Restricted Party for the Company and the covenants set forth herein are necessary for the Alliqua Entities to receive the full benefit of the Contribution and Merger Agreement.\n(c) The Restricted Party hereby acknowledges the broad territorial scope of the covenants contained in this Agreement, but acknowledges and agrees that the restrictions are reasonable and enforceable in view of, among other things, (i) the narrow range of activities prohibited, (ii) the Company\u2019s products and services are marketed on a wide geographic scope, (iii) the Confidential Information of the Company to which the Restricted Party had, has or will have access, (iv) the fact that a business that competes with Alliqua Entities could greatly benefit if it were to obtain the Confidential Information of the Company, (v) the Alliqua Entities acquisition of the Company Intellectual Property and goodwill of the Company pursuant to the transactions contemplated by the Contribution and Merger Agreement, (vi) the fact that the Restricted Party would have an unfair competitive advantage if the Restricted Party were allowed to engage in the competitive activities prohibited by this Agreement in light of the Confidential Information and/or goodwill that the Restricted Party has acquired, and (vii) the provisions of this Agreement are reasonable and necessary to protect and preserve the Alliqua Entities\u2019 interests in and right to use and operate the Company\u2019s business from and after Closing.\n4. Non-Disclosure. The Restricted Party agrees not to dispute, contest, or deny any ownership rights of the Alliqua Entities of the Confidential Information or the Company Intellectual Property. The Restricted Party agrees to preserve and protect the confidentiality of all Confidential Information. The Restricted Party shall not directly or indirectly, disclose to any unauthorized person or use for the Restricted Party\u2019s own account any Confidential Information. The Restricted Party shall hold all Confidential Information in the strictest confidence, and take all commercially reasonable precautions to prevent its inadvertent disclosure to any unauthorized person. The Restricted Party shall not, directly or indirectly, other than on behalf of the Alliqua Entities, utilize, disclose or make available to any other person or entity, any of the Confidential Information. Notwithstanding anything herein to the contrary, the covenants in this Section 4 shall not apply to Confidential Information that the Restricted Party is required to disclose by applicable Law, after providing written notice to the Alliqua Entities before producing the information, which notice shall be given as soon as practicable, so that the Alliqua Entities, at their sole expense, may seek a protective order or other appropriate remedy.\n5. Non-Competition and Non-Solicitation. In exchange for the consideration contemplated under the Contribution and Merger Agreement and the consummation of the other transactions contemplated by the Contribution and Merger Agreement:\n(a) During the Restricted Period, the Restricted Party shall not, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, engage in the Restricted Business, other than on behalf of the Alliqua Entities; provided, that the restrictions contained in this Section 5(a) shall not restrict the acquisition by the Restricted Party, directly or indirectly, of less than 5% of the outstanding capital stock of any publicly traded company engaged in a Restricted Business.\n(b) During the Restricted Period, the Restricted Party shall not, directly or indirectly, solicit, induce, recruit or encourage anyone who is a consultant or employee of the Company or the Alliqua Entities to terminate his or her employment or consulting relationship with the Company or the Alliqua Entities, or without the consent of the Alliqua Entities, hire, retain or engage any such person for the Restricted Party or for another Person or entity. Notwithstanding anything herein to the contrary, nothing in this Section 5(b) shall prevent the Restricted Party or any of its Affiliates from hiring, soliciting, inducing, recruiting or encouraging (i) any employee or consultant whose employment or consultancy has been terminated by the Company or the Alliqua Entities; or (ii) twelve (12) months after the date of termination of employment, any employee or consultant whose employment has been terminated by the employee or the consultant.\n(c) During the Restricted Period, the Restricted Party shall not, directly or indirectly: (i) solicit business from, interfere with, attempt to solicit business from, interfere with, or do business with any actual or prospective customer or client with whom the Company or the Alliqua Entities does or has done business (including direct purchasers of the Company\u2019s TheraSkin\u00ae product), in any case for the purpose of discussing or securing business or contracts related to the Restricted Business, or (ii) attempt to influence, encourage, persuade or induce any such actual or prospective customer or client whom the Company or the Alliqua Entities does or has done business to reduce the extent of its business dealings with the Alliqua Entities (including direct purchasers of the Company\u2019s TheraSkin\u00ae product).\n(d) The Restricted Party shall not, and shall cause any Affiliates not to, disparage or initiate negative publicity about the Company, the Alliqua Entities, or any of their respective employees, agents, business, policies, products, or services.\n(e) If the Restricted Party violates any of the restrictions contained in this Article 5, the Restricted Period shall be suspended and shall not run in favor of the Restricted Party from the time of commencement of any violation until the time when the Restricted Party ceases the violation.\n6. Remedies. The Restricted Party acknowledges that the restrictions contained herein, in view of the nature of the Company\u2019s business and the businesses of the Alliqua Entities, are reasonable and necessary to protect their legitimate business interests, business goodwill and reputation, and that any violation of these restrictions would result in irreparable injury and continuing damage to them, and that money damages would not be a sufficient remedy for any such breach or threatened breach. Therefore, the Restricted Party agrees that the Alliqua Entities shall be entitled to seek a temporary restraining order and injunctive relief restraining the Restricted Party from the commission of any breach or threatened breach of any covenants herein, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from the Restricted Party damages incurred, as well as the attorneys\u2019 fees, costs and expenses related to any breach or threatened breach of this Agreement and enforcement of this Agreement. Nothing contained in this Agreement shall be construed as prohibiting the Alliqua Entities from pursuing any other remedies available to them for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys\u2019 fees, and costs. The existence of any claim or cause of action by the Restricted Party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the restrictive covenants contained herein, or preclude injunctive relief.\n7. Assignment; Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. The Restricted Party may not assign this Agreement to a third party. The Alliqua Entities may assign their rights, together with their obligations hereunder, to any Affiliates and/or subsidiary or any successor thereto or any purchaser of substantially all of their assets.\n8. Reformation. The Restricted Party agrees that in the event any of the covenants contained herein shall be held by any court to be effective in any particular area or jurisdiction only if said covenant is modified to limit its duration or scope, then the court shall have such authority to so reform the covenant and the parties hereto shall consider such covenant(s) and/or other provisions to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written.\n9. Partial Invalidity. In the event any court of competent jurisdiction holds any provision of this Agreement to be invalid or unenforceable, such invalid or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required, and the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.\n10. Waiver. The rights and remedies of the parties to this Agreement are cumulative and without prejudice to any other rights or remedies under applicable law. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable, except in the specific instance for which it is given; and (c) no notice or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.\n11. Entire Agreement. This Agreement, together with the Contribution and Merger Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and fully supersedes all prior and contemporaneous negotiations, promises, understandings, representations, writings, discussions and/or agreements between the parties, whether written or oral, pertaining to or concerning the subject matter of this Agreement. No oral statements or other prior written material not specifically incorporated into this Agreement shall be of any force or effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement.\n12. Controlling Law and Venue. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia. Venue of any litigation arising from this Agreement shall be in the United States District Court for the Eastern District of Virginia, or a state court of competent jurisdiction in Newport News, Virginia. The Restricted Party consents to personal jurisdiction of the United States District Court for the Eastern District of Virginia, or a state court of competent jurisdiction in Newport News, Virginia for any dispute relating to or arising out of this Agreement, and the Restricted Party agrees that the Restricted Party shall not challenge personal or subject matter jurisdiction in such courts.\n13. Counterparts. This Agreement may be executed by the parties in multiple counterparts, whether or not all signatories appear on these counterparts (including via electronic signatures and exchange of PDF documents via email), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n{Remainder of Page Intentionally Left Blank}\nIN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the Effective Date and subject to the consummation of the transactions contemplated by the Contribution and Merger Agreement.\nTHE RESTRICTED PARTY: Signature:\nPrinted Name:\nDate:\nTHE COMPANIES: ALLIQUA HOLDINGS, INC\nSignature:\nName:\nTitle:\nDate:\nALLIQUA BIOMEDICAL, INC.\nSignature:\nName:\nTitle:\nDate:\nSignature Page to Non-Competition and Non-Solicitation Agreement\n", - "spans": [ - [ - 0, - 12 - ], - [ - 13, - 38 - ], - [ - 39, - 549 - ], - [ - 550, - 785 - ], - [ - 786, - 1148 - ], - [ - 1149, - 1357 - ], - [ - 1358, - 1377 - ], - 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(Each Party, in its capacity as a provider of information, is referred to in this Agreement as the \u201cProvider\u201d; and each Party, in its capacity as a recipient of information, is referred to in this Agreement as the \u201cRecipient\u201d.) This Agreement sets forth the Parties\u2019 obligations regarding the use and disclosure of such information and regarding various related matters.\nThe Parties, intending to be legally bound, acknowledge and agree as follows:\n1. Limitations on Use and Disclosure of Confidential Information. Neither the Recipient nor any of the Recipient\u2019s Representatives (as defined in Section 13 below) will, at any time, directly or indirectly:\n(a) make use of any of the Provider\u2019s Confidential Information (as defined in Section 12 below), except for the specific purpose of considering, evaluating and negotiating a Transaction between the Parties; or\n(b) subject to Section 4 below, disclose any of the Provider\u2019s Confidential Information to any other Person (as defined in Section 13 below).\nThe Recipient will be liable and responsible for any breach of this Agreement by any of its Representatives and for any other action or conduct on the part of any of its Representatives that is inconsistent with any provision of this Agreement. The Recipient will (at its own expense) take all reasonable actions necessary to restrain its Representatives from making any unauthorized use or disclosure of any of the Provider\u2019s Confidential Information.\n2. Provider Contact Person. Any request by the Recipient or any of its Representatives to review any of the Provider\u2019s Confidential Information must be directed to the individual(s) identified opposite the name of the Provider on EXHIBIT A (the \u201cProvider Contact Person\u201d). Neither the Recipient nor any of the Recipient\u2019s Representatives will contact or otherwise communicate with any other Representative of the Provider in connection with a Transaction without the prior written authorization of the Provider Contact Person.\n3. No Representations by Provider. Neither the Provider nor any of the Provider\u2019s Representatives will be under any obligation to make any particular Confidential Information of the Provider available to the Recipient or any of the Recipient\u2019s Representatives or to supplement or update any Confidential Information of the Provider previously furnished.\nNeither the Provider nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of any of the Provider\u2019s Confidential Information, and neither the Provider nor any of its Representatives will have any liability to the Recipient or to any of the Recipient\u2019s Representatives on any basis (including, without limitation, in contract, tort or under United States federal or state securities laws or otherwise) relating to or resulting from the use of any of the Provider\u2019s Confidential Information or any inaccuracies or errors therein or omissions therefrom. Only those representations and warranties that are included in any final definitive written agreement that provides for the consummation of a Transaction between the Parties (a \u201cDefinitive Agreement\u201d) will have legal effect.\n4. Permitted Disclosures.\n(a) Notwithstanding the limitations set forth in Section 1 above:\n(i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient\u2019s disclosure thereof;\n(ii) subject to Section 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a Transaction between the Parties, and (B) has been provided with a copy of this Agreement and has agreed to abide and be bound by the provisions hereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and\n(iii) subject to Section 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by valid legal process or stock exchange rule.\n(b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient (such notice, a \u201cPermitted Representatives Notice\u201d), then, notwithstanding anything to the contrary contained in Section 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient (any such other Representative, an \u201cImpermissible Representative\u201d). For clarity, if the Recipient disclosed, or permitted the disclosure of, any such certain Confidential Information to an Impermissible Representative prior to the Recipient\u2019s receipt of the Permitted Representatives Notice, such disclosure shall not be deemed a breach of this Agreement.\n(c) If the Recipient or any of the Recipient\u2019s Representatives is required by law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider\u2019s Confidential Information to any Person, then the Recipient will promptly provide the Provider with written notice of the applicable law, regulation or process so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will cooperate with the Provider and the Provider\u2019s Representatives (at the Provider\u2019s sole expense) in any attempt by the Provider to obtain any such protective order or other remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of the Provider, then the Recipient may disclose such Confidential Information to the extent legally required; provided however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.\n5. Return of Confidential Information. Upon the Provider\u2019s request, the Recipient and the Recipient\u2019s Representatives will promptly deliver to the Provider any of the Provider\u2019s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient\u2019s Representatives; provided, however, that, in lieu of delivering such Confidential Information to the Provider, the Recipient may destroy such Confidential Information and deliver to the Provider a certificate confirming their destruction; provided further, that Recipient shall not be required to return or destroy copies of Confidential Information created pursuant to Recipient\u2019s automatic archiving and back-up procedures. Notwithstanding the delivery to the Provider, the destruction by the Recipient or the automatic archiving by Recipient of Confidential Information of the Provider pursuant to this Section 5, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement with respect to such Confidential Information.\n6. Limitation on Soliciting Employees. During the 12 month period commencing on the date of this Agreement, each Party agrees that neither it nor any of its direct or indirect subsidiaries who is or becomes aware of the negotiation of a possible Transaction between the Parties shall solicit for employment any employee of the other Party (or any of such other Party\u2019s direct or indirect subsidiaries) with whom it (or any of its direct or indirect subsidiaries) came into contact in connection with a possible Transaction; provided, however, that this Section 6 will not prevent either Party or its direct or indirect subsidiaries from making generalized searches for employees by causing to be placed any general advertisement or similar notices or engaging search firms, provided that that such searches are not targeted specifically at employees of the other Party or its direct or indirect subsidiaries.\n7. Standstill Provision. During the 12 month period commencing on the date of this Agreement (the \u201cStandstill Period\u201d), neither Buyer nor any of Buyer\u2019s subsidiaries or other Representatives on behalf of Buyer will, in any manner, directly or indirectly:\n(a) make, effect, initiate, cause or participate in (i) any acquisition of beneficial ownership of any securities of Seller or any securities of any subsidiary of Seller, (ii) any acquisition of any assets of Seller or any assets of any subsidiary of Seller, (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Seller or any subsidiary of Seller or involving any securities or assets of Seller or any securities 4r assets of any subsidiary of Seller, or (iv) any \u201csolicitation\u201d of \u201cproxies\u201d (as those terms are used in the proxy rules of the Securities and Exchange Commission) or consents with respect to any securities of Seller or any subsidiary of Seller;\n(b) form, join or participate in a \u201cgroup\u201d (as defined in the Securities Exchange Act of 1934 and the rules promulgated thereunder) with respect to the beneficial ownership of any securities of Seller or any subsidiary of Seller;\n(c) act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Seller or any subsidiary of Seller;\n(d) take any action that might require Seller to make a public announcement regarding any of the types of matters set forth in clause (a) of this Section 7;\n(e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause (a), (b), (c) or (d) of this Section 7;\n(f) assist, induce or encourage any other Person to take any action of the type referred to in clause (a), (b), (c), (d) or (e) of this Section 7;\n(g) enter into any discussions, negotiations, arrangement or agreement with any other Person relating to any of the foregoing; or\n(h) request or propose that Seller or any of Seller\u2019s Representatives amend, waive or consider the amendment or waiver of any provision set forth in this Section 7;\nprovided that Buyer shall not be prohibited from making or discussing any offers in a confidential, non-public manner that does not violate sub-clause (d) above regarding the Transaction directly to or with the management or the Board of Directors of Seller, or their designated Representatives (provided that the contents, subject and existence of any such communications shall constitute Confidential Information hereunder).\nThe standstill provisions of this Section 7 shall not apply to the Parties\u2019 entry into or consummation of the transactions contemplated by a Definitive Agreement. The standstill provisions of this Section 7 shall not apply in the event that, without any violation of the standstill provision, (1) any third party unrelated to Buyer has made any public announcement of its intent to commence a tender offer or exchange offer for more than 50% of the capital stock of Seller, (ii) Seller publicly announces that it has entered into a definitive agreement for a transaction or series of transactions (whether structured as a tender offer, exchange offer, merger, business combination, sale of assets or other similar transaction) that, if consummated, would result in a sale of more than 50% of the capital stock of Seller or a sale of all or substantially all of the assets of Seller, or (iii) any third party unrelated to Buyer commences, or makes a public announcement of its intention to commence, a proxy contest or proxy solicitation with respect to the election of, or enters into an agreement, commitment or understanding with respect to the replacement or addition of, members of the Board of Directors of the Seller such that a majority of the Board of Directors of Seller would be designated by such third party. The standstill provisions of this Section 7 shall automatically become applicable again if the third party announces its intent not to proceed with the proposed transaction described in Section 7(a) above; provided, however, that the Standstill Period shall not be extended beyond its original term. The expiration of the Standstill Period will not terminate or otherwise affect any of the other provisions of this letter agreement.\n8. No Obligation to Pursue Transaction. Unless the Parties enter into a Definitive Agreement, no agreement providing for a transaction involving either of the Parties will be deemed to exist between the Parties, and neither Party will be under any obligation to negotiate or enter into any such agreement or transaction with the other Party. Each Party recognizes that, except as expressly provided in any legally binding written agreement between the Parties that is executed on or after the date of this Agreement: (i) the other Party and its Representatives will be free to negotiate with, and to enter into any agreement or transaction with, any other interested party; and (ii) such Party will not have any rights or claims against the other Party or any of the other Party\u2019s Representatives arising out of or relating to any transaction or proposed transaction involving the other Party.\n9. No Waiver. No failure or delay by either Party or any of its Representatives in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of both of the Parties and that refers specifically to the particular provision or provisions being waived or amended.\n10. Remedies. Each Party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement by such Party or by any of such Party\u2019s Representatives and that the other Party would suffer irreparable harm as a result of any such breach. Accordingly, each Party will also be entitled to equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Agreement by the other Party or any of the other Party\u2019s Representatives (without the need for posting a bond or providing other security). The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Agreement, but rather will be in addition to all other remedies available at law or in equity to the Parties.\n11. Successors and Assigns; Applicable Law; Jurisdiction and Venue. This Agreement will be binding upon and inure to the benefit of each Party and its Representatives and their respective heirs, successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to principles of conflicts of laws). Each Party: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of Delaware; and (c) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of Delaware has been brought in an inconvenient forum.\n12. Confidential Information. For purposes of this Agreement, the Provider\u2019s \u201cConfidential Information\u201d will be deemed to include only the following:\n(a) any information (including any technology, know-how, patent application, test result, research study, business plan, budget, forecast or projection) relating directly or indirectly to the business of the Provider, any predecessor entity or any subsidiary or other affiliate of the Provider (whether prepared by the Provider or by any other Person and whether or not in written form) that is or that has, within the last thirty (30) days, been made available to the Recipient or any Representative of the Recipient by or on behalf of the Provider or any Representative of the Provider;\n(b) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Recipient or any Representative of the Recipient and that contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in clause (a) of this Section 12;\n(c) the existence and terms of this Agreement, and the fact that information of the type referred to in clause (a) of this Section 12 has been made available to the Recipient or any of its Representatives; and\n(d) the fact that discussions or negotiations are or may be taking place with respect to a Transaction involving the Parties, and the proposed terms of any such transaction.\nHowever, the Provider\u2019s \u201cConfidential Information\u201d will not be deemed to include:\n(i) any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by the Recipient or by any of the Recipient\u2019s Representatives;\n(ii) any information that was in the Recipient\u2019s possession prior to the time it was first made available to the Recipient or any of the Recipient\u2019s Representatives by or on behalf of the Provider or any of the Provider\u2019s Representatives, provided that the source of such information was not and is not reasonably known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Provider or to any other Person with respect to any of such information;\n(iii) any information that becomes available to the Recipient on a non-confidential basis from a source other than the Provider or any of the Provider\u2019s Representatives, provided that such source is not reasonably known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Provider or to any other Person with respect to any of such information; or\n(iv) any information that is developed by or on behalf of the Recipient independently of the disclosure of Confidential Information and without reference to or use of Confidential Information.\n13. Miscellaneous.\n(a) For purposes of this Agreement, a Party\u2019s \u201cRepresentatives\u201d will be deemed to include each Person that is or becomes (i) a subsidiary or other affiliate of such Party, or (ii) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party\u2019s subsidiaries or other affiliates.\n(b) The term \u201cPerson,\u201d as used in this Agreement, will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority.\n(c) Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.\n(d) By making Confidential Information or other information available to the Recipient or the Recipient\u2019s Representatives, the Provider is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or other proprietary or intellectual property right. Neither the Recipient nor the Recipient\u2019s Representatives shall file any patent application containing any claim to any subject matter derived from the Confidential Information of the Provider.\n(e) To the extent that any Confidential Information includes materials or other information that may be subject to the attorney-client privilege, work product doctrine or any other applicable privilege or doctrine concerning any Confidential Information or any pending, threatened or prospective action, suit, proceeding, investigation, arbitration or dispute, (i) Provider, or the applicable direct or indirect subsidiary of Provider, is not waiving and shall not be deemed to have waived or diminished its attorney-client privileges, work-product protections, or other applicable privileges or doctrines as a result of disclosing any Confidential Information (including Confidential Information related to pending or threatened litigation) and (ii) it is acknowledged and agreed that the Parties have a commonality of interest with respect to such Confidential Information or action, suit, proceeding, investigation, arbitration or dispute and that it is the Parties\u2019 mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any of such materials or other information or waive or diminish the continued protection of any of such materials or other information under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine. Accordingly, all Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine, and the Parties agree to take all measures necessary to preserve, to the fullest extent possible, the applicability of all such privileges or doctrines.\n(f) This Agreement constitutes the entire agreement between the Recipient and the Provider regarding the subject matter hereof and supersedes any prior agreement between the Recipient and the Provider regarding the subject matter hereof.\n(g) This Agreement will terminate 12 months from the effective date of this Agreement, unless earlier terminated by either Party at any time upon 30 days written notice to the other Party. The termination of this Agreement shall not relieve the Recipient of the obligations hereunder with respect to Confidential Information of the Provider (which shall survive any such termination and continue for a period of three years from the effective date of this Agreement, provided that such obligations with respect to any trade secrets of the Provider will survive indefinitely), or relieve either party of its obligations under Section 6 of this Agreement or relieve Buyer of its obligations under Section 7 of this Agreement (which shall survive for the stated durations thereof), and the provisions of Sections 3, 5, 8, 9, 10, 11 and 13 shall remain in full force and effect and survive any termination of this Agreement.\n(h) The Recipient agrees not to export, directly or indirectly, any U.S. source technical data acquired from the Provider or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.\n(i) The Parties hereto confirm their agreement that this Agreement, as well as any amendment hereto and all other documents related hereto, including legal notices, shall be in the English language only.\n[Signature Page Next]\nARMO BIOSCIENCES, INC. ELI LILLY AND COMPANY\nBy: /s/ Peter Van Vlasselaer By: /s/ Timothy C. 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